ZIONSVILLE REDEVELOPMENT AUTHORITY Zionsville, Indiana ECONOMIC DEVELOPMENT LEASE RENTAL REVENUE BONDS, SERIES 2012

NEW ISSUE Rating: Standard & Poor’s Corporation “__” Book-Entry-Only

This Preliminary Official Statement is deemed “nearly final” and is dated November 28, 2012

In the opinion of Krieg DeVault LLP, Indianapolis, Indiana, under existing laws, regulations, judicial decisions and rulings, interest on the Bonds (hereinafter defined) is excludable from gross income under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), for federal income tax purposes, is not an item of tax preference for purposes of federal alternative minimum tax imposed on individuals and shall there be any sale of these corporations, but is taken into account in determining adjusted current earnings for the purposes of computing the federal alternative minimum tax imposed on certain corporations. Such exclusion is conditioned on continuing compliance with the Tax Covenants (hereinafter defined). In the opinion of Krieg DeVault LLP, 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 Authority has designated the Bonds as qualified tax- exempt obligations to qualify the Bonds for the $10,000,000 exception from the provisions of Section 265(b)(3) of the Internal Revenue Code of

1986 relating to the disallowance of 80% of the deduction for interest expense allocable to tax exempt obligations. may not be sold nor may offers to buy be accepted may nor not be sold may $3,400,000* ZIONSVILLE REDEVELOPMENT AUTHORITY Zionsville, Indiana ECONOMIC DEVELOPMENT LEASE RENTAL REVENUE BONDS, SERIES 2012

the solicitation of an offer to buy nor Original Date: Date of Delivery (Anticipated to be December 18, 2012) Due: February 1 and August 1, as shown on the inside cover

The Zionsville Redevelopment Authority (the “Authority”) is issuing $3,400,000* of Economic Development Lease Rental Revenue Bonds, Series 2012 (the “Bonds”) for the purpose of financing (i) all or a portion of the acquisition, construction, installation and equipping of certain road and related public improvements (the “Project”), (ii) any real estate to be acquired in connection with the Project, (iii) reimbursement of the Authority of any amounts heretofore advanced for the costs of the Project, (iv) capitalized interest, (v) a debt service reserve and (vi) bond issuance expenses. The Project will serve and benefit the Zionsville Economic Development Area (the “Area”) and will be leased to the Zionsville Redevelopment Commission (the “Commission”).

The Bonds are secured and payable from fixed, semiannual lease rental payments (the “Lease Rentals”) to be paid by the Commission to The ithout any notice. The securities described herein notice. ithout any Bank of New York Mellon Trust Company, N.A. (the “Trustee”), under a Trust Indenture between the Authority and the Trustee dated as of

atement constitute an offer to sell or December 1, 2012 (the “Trust Indenture”) and a Lease (herein defined) between the Authority and the Commission (the “Lease”) dated September 24, 2012 and an Addendum to Lease between the Authority and the Commission dated December __, 2012. Such Lease Rentals are

on under the applicable securities laws of any such jurisdiction. on under payable from Tax Increment (hereinafter defined) revenues received by the Commission from increases in assessed valuation of the real property improvements located in the Area as a result of the completion of the Project and also as needed from increases in the assessed valuation of real property improvements located in the Area generally (the “TIF Revenues”). The pledge of TIF Revenues will be on parity with the pledge of TIF Revenues to the $5,040,000 of currently outstanding Economic Development Lease Rental Bonds of 2008 (the “2008 Bonds”) and the $1,148,000 of currently outstanding Sewage Works Revenue Bonds of 2010 (the “2010 Bonds” and together with the 2008 Bonds, the “Outstanding Obligations”). To the extent TIF Revenues are insufficient, the Commission and the Authority have entered into a Developer Agreement dated as of August 27, 2012 (the “Developer Agreement”) whereby Scannell Properties #152, LLC (the “Developer”) has agreed to be liable and obligated for shortfall in TIF Revenues related to the Project if and to the extent that the assessed value of the Project does not result in TIF Revenues equal to or greater than the per annum amounts of TIF Revenues due by the Commission to the Authority for debt service payments on the Bonds (the “Service Payments”). Service Payments made by the Developer to the Commission shall be paid to the Authority to make up any deficiency in the Lease Rentals due under the Lease. To the extent the TIF Revenues and Service Payments are insufficient to pay

stances shall this Preliminary Official St Lease Rentals, the Commission shall levy a special benefits tax (the “Special Benefits Tax”) on all taxable property in the Zionsville

awful prior to registration or qualificati Redevelopment District (the “District”) in an amount sufficient with the Tax Increment and Service Payments, to pay the Lease Rentals provided for in the Lease. THE BONDS DO NO CONSTITUTE A CORPORATE OLBIGATION OR INDEBTEDNESS OF THE TOWN OR COMMISSION, BUT SHALL CONSTITUTE AN OBLIGATION OF THE AUTHORITY PAYABLE IN ACCORDANCE WITH THE TERMS OF THE TRUST INDENTURE AND SECURED BY THE PLEDGE AND ASSIGNMENT TO THE TRUSTEE OF THE FUNDS AND ACCOUNTS DEFINED AND DESCRIBED THEREIN, INCLUDING THE LEASE RENTALS AND OTHER INCOME AS DEFINED IN THE TRUST INDENTURE.

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 (“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 multiples 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 will be payable semiannually on February 1 and August 1 of each year, beginning August 1, 2013. Principal and interest will be disbursed on behalf of the Authority by The Bank of New York Mellon information contained herein are subject to completion, amendment or other change w change other or amendment subject to completion, are herein contained information

offer, solicitation or sale would be unl Trust Company, N.A. (the “Registrar” and “Paying Agent”). Interest on the Bonds will be paid by check, mailed one business day prior to the delivered in final form. Under no circum in form. delivered final interest payment date or by wire transfer to depositories. The principal of and premium, if any, on the Bonds shall be payable in lawful money of the United States of America at the principal corporate trust office of the Paying Agent. Interest on, together with the 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 disbursement of such payments to the Beneficial Owners of the Bonds will be the responsibility of the DTC Participants and the Indirect Participants. See “BOOK- ENTRY-ONLY SYSTEM”. The Bonds will be subject to optional redemption prior to maturity, as more fully described herein. The Bonds may be issued as “Term Bonds” at the Underwriter’s (hereinafter defined) discretion and subject to mandatory sinking fund redemption as more fully described herein.

* Subject to change.

This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official prior to the time the Official Statement is securities in any jurisdiction which such This Preliminary Official Statement and the Statement to obtain information essential to the making of an informed investment decision.

MATURITY SCHEDULE (Base CUSIP* ______)

Interest Interest Maturity Principal** Rate Yield CUSIP Maturity Principal** Rate Yield CUSIP

August 1, 2014 $30,000 February 1, 2020 $165,000 February 1, 2015 30,000 August 1, 2020 165,000 August 1, 2015 150,000 February 1, 2021 170,000 February 1, 2016 155,000 August 1, 2021 165,000 August 1, 2016 155,000 February 1, 2022 175,000 February 1, 2017 155,000 August 1, 2022 175,000 August 1, 2017 155,000 February 1, 2023 180,000 February 1, 2018 160,000 August 1, 2023 180,000 August 1, 2018 160,000 February 1, 2024 180,000 February 1, 2019 160,000 August 1, 2024 185,000 August 1, 2019 160,000 February 1, 2025 190,000

**Subject to change.

INFORMATION FOR BIDDING

Date and Time of Sale: Upon 24 hours’ notice. Anticipated to take place on December 6, 2012 at 11:30 a.m. (EST) Place of Sale: Umbaugh, 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240 Maximum Interest Rate: 5.0% Maximum Discount: 1.0% Multiples: 1/8 or 1/20 of 1%, non-descending Anticipated Closing Date: December 18, 2012 Good Faith Deposit: $34,000* certified or cashier’s check or wire transfer submitted by the winning bidder no later than 3:30 p.m. (EST) on the business day following the award Method of Bidding: Electronic bidding by PARITY® or traditional bidding Basis of Award: Net Interest Cost (NIC)

For a complete description of terms and conditions for bidding, please refer to the next section of this Official Statement (Appendix i) for the Notice of Intent to Sell Bonds.

The Bonds are being offered for delivery when, as and if issued and received by the Underwriter (hereinafter defined) and subject to the approval of legality by Krieg DeVault LLP, Indianapolis, Indiana, Bond Counsel. Certain legal matters will be passed on by Andrew Buroker, Carmel, Indiana as Attorney for the Town. The Bonds are expected to be available for delivery to DTC in New York, New York, on or about December 18, 2012.

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, salesman or other person has been authorized by the Authority 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 Authority. 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 the securities described herein by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained by the Authority, 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 this Official Statement nor any sale of the securities described herein shall, under any circumstances, create any implication that there has been no change in the affairs of the Town since the date of delivery of the securities described herein to the initial purchaser thereof. However, upon delivery of the securities, the Authority will provide a certificate stating that there have been no material changes in the information contained in the Final Official Statement since its delivery.

* Subject to change.

______

TABLE OF CONTENTS

Page(s)

Introduction to the Official Statement ...... 1 The Project Project Description ...... 4 Construction Program ...... 4 Summary of Project Costs and Funding ...... 4 Schedule of Amortization of $3,400,000* Principal Amount of Economic Development Lease Rental Revenue Bonds, series 2012 ...... 5 Securities Being Offered Authorization and Approval Process ...... 5 Tax Increment ...... 6 Economic Development Area ...... 6 Leased Premises ...... 6 Security and Sources of Payment ...... 6 Funds and Accounts ...... 7 Intercept Program ...... 7 Risks to Bondholders ...... 8 Additional Bonds ...... 9 Investment of Funds ...... 10 The Bonds Interest Calculation ...... 10 Redemption Provisions ...... 10 Procedures for Property Assessment, Tax Levy and Collection ...... 13 Circuit Breaker Tax Credit ...... 14 Continuing Disclosure ...... 15 Bond Rating ...... 16 Financial Advisor ...... 17 Legislative Proposals ...... 18 Tax Matters ...... 18 Amortizable Bond Premium ...... 19 Litigation ...... 20 Certain Legal Matters ...... 20

Appendices: i Notice of Intent to Sell Bonds A General Information B Accounting Report C Lease Agreement D Trust Indenture E Legal Opinion F Continuing Disclosure Undertaking

* Subject to change.

PROJECT PERSONNEL

Name and positions of officials and professionals who have taken part in the planning of the project and bond issue are:

Redevelopment Authority

James R. Holden, President James M. Wilson, Secretary Steve Furste

Town Council Redevelopment Commission

Tim Haak, President Michael Latz, President Elizabeth Hopper Mark Plassman, Vice President Steve Mundy Craig Anderson, Secretary Jeff Papa James Longest Tom Schuler Carol Marquiss Susana Suarez John Tousley Candace Ulmer

Town Manager

Edward J. Mitro

Clerk-Treasurer

John J. Yeo

Town Attorney Bond Counsel

Mr. Andrew Buroker Mr. Kostas Poulakidas Krieg DeVault LLP Krieg DeVault LLP 12800 North Meridian Street One Indiana Square, Suite 2800 Carmel, Indiana 46032 Indianapolis, Indiana 46204

Financial Advisor

Brian C. Colton H.J. Umbaugh & Associates Certified Public Accountants, LLP 8365 Keystone Crossing, Suite 300 Indianapolis, Indiana 46240

This introduction to the Official Statement contains certain information for quick reference only. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision.

PRELIMINARY OFFICIAL STATEMENT

$3,400,000* ZIONSVILLE REDEVELOPMENT AUTHORITY Zionsville, Indiana ECONOMIC DEVELOPMENT LEASE RENTAL REVENUE BONDS, SERIES 2012

INTRODUCTION TO THE OFFICIAL STATEMENT

SECURITY AND SOURCES OF PAYMENT

Such Lease Rentals are payable from Tax Increment (hereinafter defined) revenues received by the Commission from increases in assessed valuation of the real property improvements located in the Area as a result of the completion of the Project and also as needed from increases in the assessed valuation of real property improvements located in the Area generally (the “TIF Revenues”). The pledge of TIF Revenues will be on parity with the pledge of TIF Revenues to the $5,040,000 of currently outstanding Economic Development Lease Rental Bonds of 2008 (the “2008 Bonds”) and the $1,148,000 of currently outstanding Sewage Works Revenue Bonds of 2010 (the “2010 Bonds” and together with the 2008 Bonds, the “Outstanding Obligations”).

To the extent TIF Revenues are insufficient, the Commission and the Authority have entered into a Developer Agreement dated as of August 27, 2012 (the “Developer Agreement”) whereby Scannell Properties #152, LLC (the “Developer”) has agreed to be liable and obligated for shortfall in TIF Revenues related to the Project if and to the extent that the assessed value of the Project does not result in TIF Revenues equal to or greater than the per annum amounts of TIF Revenues due by the Commission to the Authority for debt service payments on the Bonds (the “Service Payments”). Service Payments made by the Developer to the Commission shall be paid to the Authority to make up any deficiency in the Lease Rentals due under the Lease. To the extent the TIF Revenues and Service Payments are insufficient to pay Lease Rentals, the Commission shall levy a special benefits tax (the “Special Benefits Tax”) on all taxable property in the Zionsville Redevelopment District (the “District”) in an amount sufficient with the Tax Increment and Service Payments, to pay the Lease Rentals provided for in the Lease.

THE BONDS DO NO CONSTITUTE A CORPORATE OLBIGATION OR INDEBTEDNESS OF THE TOWN OR COMMISSION, BUT SHALL CONSTITUTE AN OBLIGATION OF THE AUTHORITY PAYABLE IN ACCORDANCE WITH THE TERMS OF THE TRUST INDENTURE AND SECURED BY THE PLEDGE AND ASSIGNMENT TO THE TRUSTEE OF THE FUNDS AND ACCOUNTS DEFINED AND DESCRIBED THEREIN, INCLUDING THE LEASE RENTALS AND OTHER INCOME AS DEFINED IN THE TRUST INDENTURE.

* Subject to change.

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CIRCUIT BREAKER TAX CREDIT

Indiana Code Title 6, Article 1.1, Chapter 20.6 provides taxpayers with a tax credit for all property taxes in an amount that exceeds the gross assessed value of real and personal property eligible for the credit (“Circuit Breaker Tax Credit”). If applicable, the Circuit Breaker Tax Credit will result in a reduction of property tax collections for each political subdivision in which the Circuit Breaker Tax Credit is applied.

The legislation requires local governments to fund their debt service obligations regardless of any property tax revenues shortfalls due to the Circuit Breaker Tax Credit. The State may intercept funds to pay debt service. (See “Intercept Program” and “Circuit Breaker Tax Credit” herein).

PURPOSE

The Bonds are being issued for the purpose of financing (i) all or a portion of the acquisition, construction, installation and equipping of certain road and related public improvements, (ii) any real estate to be acquired in connection with the Project, (iii) reimbursement of the Authority of any amounts heretofore advanced for the costs of the Project, (iv) capitalized interest, (v) a debt service reserve and (vi) bond issuance expenses. The Project will serve and benefit the Area and will be leased to the Commission.

REDEMPTION PROVISIONS

The Bonds are subject to optional redemption beginning August 1, 2020 as more fully described herein. The Bonds may be issued as Term Bonds at the discretion of the Underwriter and in that case, would be 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 registered bond shall be transferable or exchangeable only on such record at the principal corporate trust office of the Registrar and Paying Agent, The Bank of New York Mellon Trust Company, N.A., at the written request of the registered owner thereof or his attorney duly authorized in writing upon surrender thereof, together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. A further description of the registration and exchange features of the Bonds can be found in the Trust Indenture.

BOOK-ENTRY-ONLY SYSTEM

The Bonds shall initially be issued and held in book-entry form on the books of the central depository system. 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 in the name of Cede & Co. (DTC’s partnership nominee). One fully registered Bond certificate will be issued for the Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC. The Authority and the Registrar and Paying Agent may deem and treat the Clearing Agency (Cede & Co.) as the absolute owner and holder of such Bond for all purposes including, without limitation, the receiving of payment of the principal of, premium, if any, and interest on such Bonds, the receiving of notice and the giving of consent. Interest payable August 1, 2013, and semiannually thereafter, will be paid by check mailed one business day prior to the interest payment date to the registered owner or by wire transfer on the interest payment date to the depository shown as the registered owner (Refer to “Book-Entry-Only System” herein).

PROVISIONS FOR PAYMENT

The principal on the Bonds shall be payable at the principal corporate trust office of the Registrar and Paying Agent, or by wire transfer to 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 of the month immediately preceding the interest payment date and at the addresses as they appear on the registration books kept by the Registrar or at such other address as is provided to the Registrar or by wire transfer to DTC or any successor depository. -2-

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 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). 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 final disbursement of such payments to the Beneficial Owners of the Bonds will be the responsibility of the DTC Participants and Indirect Participants, as defined and more fully described herein.)

NOTICES

Notice of redemption shall be mailed to the registered owners of all Bonds, not less than 30 nor more than 60 days prior to the date fixed for redemption.

TAX MATTERS

In the opinion of Krieg DeVault LLP, 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 Krieg DeVault LLP, interest on the Bonds is exempt from income taxation in the State of Indiana. See Appendix E.

The Authority has designated the Bonds as qualified tax-exempt obligations to qualify for the $10,000,000 exception from the provisions of Section 265(b)(3) of the Internal Revenue Code of 1986 relating to the disallowance of 80% of the deduction for interest expense allocable to tax-exempt obligations.

MISCELLANEOUS

The information contained in this Official Statement has been compiled from Town 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 all 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 Mr. John J. Yeo, Clerk- Treasurer, Town of Zionsville, 1100 West Oak Street, Zionsville, Indiana 46077, phone (317) 873-5410.

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 verbally or in writing is to be construed as a contract with the owners of the Bonds.

The Town will, upon request of any bondholder, provide current financial statements for review by the bondholder. The financial statements of the Town will be available at reasonable times for inspection by any bondholder or its authorized agent as provided in the Trust Indenture. No Town funds other than Tax Increment are pledged to the payment of the Bonds.

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THE PROJECT

PROJECT DESCRIPTION

The Bonds are being issued for the construction and leasing of certain infrastructure improvements consisting of (a) the extension of Bennett Parkway, the addition of storm sewer inlets, structures and pipes to Bennett Parkway and the construction of a 5-foot sidewalk on the east side and 8-foot asphalt path on the west side of Bennett Parkway; and (b) water and sanitary sewer extensions in the proposed Bennett Parkway right-of-way, including the extension of 12-inch water, the relocation of 10-inch gravity sanitary sewer and the construction of water and sanitary laterals to the right-of-way.

CONSTRUCTION PROGRAM

Construction bids for the Project are to be received on December 3, 2012. Construction of the Project will begin shortly thereafter and is anticipated to be completed by the end of 2013.

SUMMARY OF PROJECT COSTS AND FUNDING

Estimated Project Costs*

Net proceeds available for improvements $2,852,300 Debt service reserve 385,144 Capitalized interest through February 1, 2014 88,713 Allowance for Underwriter’s discount 34,000 Bond issuance costs and contingencies 102,987

Total Estimated Project Costs $3,463,144

Estimated Project Funding*

Economic Development Lease Rental Bonds, Series 2012 $3,400,000 TIF funds on hand Portion of Debt Service Reserve 45,144 Portion of project costs 18,000

Total Estimated Project Funding $3,463,144

* Subject to change.

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SCHEDULE OF AMORTIZATION OF $3,400,000* PRINCIPAL AMOUNT OF ECONOMIC DEVELOPMENT LEASE RENTAL REVENUE BONDS, SERIES 2012

Payment Principal Interest Budget Year Date Outstanding* Principal* Rates Interest Total Total (------In Thousands------) (%)

08/01/2013 $3,400 02/01/2014 3,400 08/01/2014 3,400 $30 02/01/2015 3,370 30 08/01/2015 3,340 150 02/01/2016 3,190 155 08/01/2016 3,035 155 02/01/2017 2,880 155 08/01/2017 2,725 155 02/01/2018 2,570 160 08/01/2018 2,410 160 02/01/2019 2,250 160 08/01/2019 2,090 160 02/01/2020 1,930 165 08/01/2020 1,765 165 02/01/2021 1,600 170 08/01/2021 1,430 165 02/01/2022 1,265 175 08/01/2022 1,090 175 02/01/2023 915 180 08/01/2023 735 180 02/01/2024 555 180 08/01/2024 375 185 02/01/2025 190 190

Totals $3,400

* Subject to change.

SECURITIES BEING OFFERED

AUTHORIZATION AND APPROVAL PROCESS

The Bonds are to be issued under the authority of Indiana law, including, without limitation, Indiana Code 36-7-14- 25.2, Indiana Code 36-7-14.5-19 and Indiana Code 5-1 et seq., as in effect on the issue date of the Bonds (collectively, the “Act”) and all the laws amendatory thereof and supplemental thereto and pursuant to the Trust Indenture and the Lease (See Appendix C for the Lease Agreement and Appendix D for a Trust Indenture).

The Town has created a 3-member Authority, under the provisions of the Act, for the purpose of financing all or a portion of the acquisition, construction, installation and equipping of certain road and related public improvements (including the Project). The Town has created a 5-member Commission to undertake redevelopment and economic development efforts in the Town in accordance with the Act. On February 14, 2000, the Commission adopted a Declaratory Resolution to establish the Area, which was confirmed by a Confirmatory Resolution adopted on May 8, 2000, for purposes of capturing all incremental real property tax revenues (Tax Increment, as herein defined) in the Area. The Project will serve and benefit the Area.

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TAX INCREMENT

Tax Increment consists of all property tax proceeds resulting from the increase in assessed value of all property within the Area, in excess of the base net assessed value, multiplied by the current property tax rate and collected in the Allocation Fund by the Commission (the “Tax Increment”).

The base assessed value for purposes of this allocation 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 adopted pursuant to Indiana Code Title 36, Article 7, Chapter 14, Section 39 establishing the allocation area.

In 2008 the Indiana General Assembly enacted Public Law 1-2008 (the “2008 Legislation”). Per the 2008 Legislation, beginning with property taxes payable in 2009, the state of Indiana (the “State”) assumed 100% of the cost of the school general and pre-school education funds of local schools, the full cost of child welfare, incarceration of juveniles in State correctional facilities, hospital care for the indigent, the state fair and forestry funding, and pre-1977 local police and fire pension payments, eliminating all property tax levies associated with these costs. To fund a portion of these newly assumed levies, the State eliminated all Property Tax Replacement Credit (the “PTRC”) payments currently paid to local taxing units, beginning in 2009. The 2008 Legislation also increased the standard deduction for homesteads to the lesser of $45,000 or 60% of assessed value and created a supplemental homestead deduction equal to 35% of the next $600,000 of assessed value remaining after the standard deduction and 25% of the remaining assessed value over $600,000.

The 2008 Legislation also amended Indiana Code 6, Article 1.1, Chapter 21.2 (effective January 1, 2009) to allow several methods of replacing lost Tax Increment caused by the new legislative changes or administrative changes, including a property tax levy imposed on the District (the “TIF Replacement Levy”). It is not anticipated that Town officials will impose a TIF Replacement Levy for the Area, and, therefore, no TIF Replacement Levy is assumed in the Tax Increment estimate in this report. For additional information on Tax Increment as it relates to the Bonds, please refer to the Accounting Report in Appendix B.

Pursuant to Indiana law, property taxes are due and payable to the County Treasurer each May 10 and November 10. After property taxes are paid to the County Treasurer as described above, on or before each June 30 and December 31, such taxes are paid over to the Auditor who, based on the previous year’s certification, pays the portion of property tax receipts that represent Tax Increment into the Allocation Fund. See “Procedures for Property Assessment, Tax Levy and Collection” and “Circuit Breaker Tax Credit” herein.

ECONOMIC DEVELOPMENT AREA

The Commission established the Zionsville Economic Development Area and allocation area by adopting a Declaratory Resolution on February 14, 2000 and a Confirmatory Resolution on May 8, 2000. The base assessment date of the Area is March 1, 1999. The Commission plans to capture Tax Increment from incremental real property tax revenues in the Area to pay the Lease Rentals due on the Bonds. The Area contains approximately 1,041 acres and is located in the southeastern portion of the Town.

LEASED PREMISES

The leased premises consists of the Project, along with the real estate, facilities and all equipment in connection therewith (the “Leased Premises”).

SECURITY AND SOURCES OF PAYMENT

The Bonds do not constitute a corporate obligation of the Town or the Commission.

The Bonds shall constitute an obligation of the Authority payable in accordance with the terms of the Trust Indenture and secured by the pledge and assignment to the Trustee of the funds and accounts defined and described therein, including the Lease Rentals and other income as defined in the Trust Indenture. The Trust Indenture creates a continuing pledge by the Authority to the bondholders to pay principal and interest on the Bonds, until the principal sum shall be fully paid.

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The Lease Rentals to be paid by the Commission during the term of the Lease are required in the amounts sufficient to pay the principal of and interest on the Bonds. Funds for the Lease Rentals will be paid by the Commission directly to the Trustee (for the account of the Authority) pursuant to the terms of the Lease. The first Lease Rental for the Bonds is to begin on the day the Project is completed or July 15, 2014, whichever is later. Thereafter, Lease Rentals are payable semiannually on January 15 and July 15 of each year.

Such Lease Rentals are payable from Tax Increment revenues received by the Commission from increases in assessed valuation of the real property improvements located in the Area as a result of the completion of the Project and also as needed from increases in the assessed valuation of real property improvements located in the Area generally. The pledge of TIF Revenues will be on parity with the pledge of TIF Revenues to the Outstanding Obligations.

To the extent TIF Revenues are insufficient, the Commission and the Authority have entered into a Developer Agreement dated as of August 27, 2012 whereby the Developer has agreed to be liable and obligated for shortfall in TIF Revenues related to the Project if and to the extent that the assessed value of the Project does not result in TIF Revenues equal to or greater than the per annum amounts of TIF Revenues due by the Commission to the Authority for debt service payments on the Bonds. Service Payments made by the Developer to the Commission shall be paid to the Authority to make up any deficiency in the Lease Rentals due under the Lease. To the extent TIF Revenues and Service Payments are insufficient to pay Lease Rentals, the Commission shall levy a Special Benefits Tax on all taxable property in the District in an amount sufficient with the Tax Increment and Service Payments, to pay the Lease Rentals provided for in the Lease.

Capitalized interest will be available to pay interest due through and including February 15, 2014. The Authority expects the Project to be completed and available for use on or about January 1, 2014.

The term of the Lease will not commence until the date the Project is substantially completed and available for use and will end February 1, 2025. After completion, if the Project should ever be substantially or totally destroyed, the Lease Rentals will be abated during the period in which the Project is unfit or unavailable for its intended use. In such a case, rental value insurance is to be available to make Lease Rentals due during this time for a period of up to two years. Any insurance proceeds will be used to repair the Project or in some cases, to redeem outstanding Bonds. (Please refer to the Trust Indenture show in Appendix D, the Lease Agreement shown in Appendix C, and also to the section entitled “Risks to Bondholders” contained in this Official Statement.)

FUNDS AND ACCOUNTS

The Trust Indenture establishes certain funds and accounts and the flow of funds. (For greater detail, refer to the Trust Indenture provided in Appendix D. The complete Trust Indenture may be obtained from Krieg DeVault LLP.)

INTERCEPT PROGRAM

In 2008, the Indiana General Assembly enacted legislation (Indiana Code Title 6, Article 1.1, Chapter 20.6, Section 10) to ensure that shortfalls in property tax receipts due to the Circuit Breaker Tax Credit would not affect the ability of a political subdivision to make payments on any existing debt service and lease rental obligations. The legislation requires that local governments fund their debt service and lease rental obligations regardless of property tax shortfalls due to the Circuit Breaker Tax Credit. If a political subdivision fails to make debt service or lease rental payments, the State Treasurer is permitted to intercept any distributions (including among others, income tax distributions and motor vehicle highway distributions) that the State owes to the political subdivision in order for the State to make the debt service or lease rental payments and avoid default.

While the above description is based upon enacted legislation, the General Assembly may make amendments to such statutes and therefore there is no assurance of future events.

RELATIONSHIP OF ANNUAL LEASE RENTAL PAYMENTS TO ANNUAL DEBT SERVICE REQUIREMENTS

The Lease Rentals to be paid by the Commission each January 15 and July 15 for the use and occupancy of the Leased Premises will be equal to an amount which will be sufficient to pay unpaid principal of and interest on the Bonds which is due on or before the February 1 and August 1 following such January 15 and July 15, plus an amount sufficient to provide for the fees of the Trustee and incidental expenses of the Authority.

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All Lease Rentals shall be paid by or on behalf of the Commission to the Trustee under the Trust Indenture or to such other bank or trust company as may from time to time succeed the Trustee as provided thereunder. All payments made by or on behalf of the Commission shall be considered as payment to the Authority of the Lease Rentals payable under the Lease.

RISKS TO BONDHOLDERS

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

(1) The principal of and interest on the Bonds are payable only from Lease Rentals received by the Trustee on behalf of the Authority by the Commission pursuant to the Lease. The Authority has no taxing power. The Authority has no source of funds from which to pay the debt service on the Bonds except moneys collected from Lease Rentals and funds held under the Trust Indenture. The Trustee will have funds from capitalized interest and earnings thereon, to pay interest due through and including February 1, 2014.

(a) According to the Lease, the first Lease Rentals will commence on the date of completion or July 15, 2014, whichever is later. Bond proceeds will be held by the Trustee in the Bond Interest Account to pay interest on the Bonds through and including February 1, 2014. In the event the Project is not completed, the Commission cannot pay the Lease Rentals.

(b) If, for any reason, the Project is damaged or destroyed and unavailable for use, the Commission would no longer be able to pay the Lease Rentals. The Commission is required by the Lease to maintain rental value insurance in an amount equal to the full rental value for a period up to two (2) years to the extent it is commercially available. In addition, the Lease and the Trust Indenture allow for substitution of the Leased Premises, which should enable the Lease Rentals to continue.

(2) The Authority will pay the Lease Rentals from Tax Increment. The estimated Tax Increment available to pay Lease Rentals is based on capturing all incremental real property tax revenues in the Area and is partially based on projected developments that have not yet been constructed. The estimate of Tax Increment is dependent on certain assumptions as to future events, the occurrence of which cannot be guaranteed. There are certain risks associated with Tax Increment, which include but are not limited to the following:

(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; (iii) a decrease in the assessed value of properties in the Area due to increases 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 reinstatement of the State PTRC, which would increase the Additional Credit applied to Tax Increment; (viii) the General Assembly, the courts, the Department of Local Government Finance (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, the Additional Credit 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 Accounting Report shown in Appendix B.

(b) Reduction of Tax Rates or Tax Collection Rates. The Tax Increment estimate assumes that the net property tax rates will remain at approximately the same level throughout the term of the Bonds. Any substantial increase in State funding, 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 with the Area and have an adverse effect on the amount of Tax Increment received by the Authority. Economic conditions or administrative action could reduce the collection rate achieved by the Town within its jurisdiction, including the Area. The General Assembly could enact legislation reinstating or changing the method of calculating, or the size of, the PTRC. Any decrease in the tax rate or increase in the PTRC could result in a decrease in the amount of Tax Increment.

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(c) Circuit Breaker Tax Credit. On the November 2, 2010 general election, a statewide public question was placed on the ballot to amend Article 10, Section 1 of the Indiana Constitution, to include the provisions of the Circuit Breaker Tax Credit into the Indiana Constitution (“Public Question #1”). Public Question #1 proposed amending the Constitution of the State of Indiana to do the following: (1) Limit a taxpayer’s annual property tax bill to the following percentages of gross assessed value: (A) 1% for an owner- occupied primary residence (homestead); (B) 2% for residential property, other than an owner-occupied primary residence, including apartments; (C) 2% for agricultural land; (D) 3% for other real property; and (E) 3% for personal property. These percentages exclude any property taxes imposed after being approved by the voters in a referendum. Public Question #1 also specified that the Indiana General Assembly may grant a property tax exemption in the form of a deduction or credit and exempt a mobile home used as a primary residence to the same extent as real property. On November 2, 2010, Public Question #1 was approved by 71.9% of the voters as officially certified by the Indiana Secretary of State, Election Division. There can be no assurance that the levies and tax rates of the Town and overlapping taxing units will not increase in some future year to the point of causing the Circuit Breaker Tax Credit to be applied to commercial property taxpayers’ tax bills.

(d) Reassessment and trending. The next general reassessment of property in the State is scheduled to be effective for property assessed March 1, 2012 for taxes payable in 2013. Reassessments are scheduled to occur every four years thereafter. Trending (see “Procedures for Property Assessment, Tax Levy and Collection”) is scheduled to occur on an annual basis. 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 that owners of obligations secured by tax increment revenues will not be adversely affected. Delays in the reassessment and trending process, the inability to neutralize the effect of reassessment, or appeals of reassessments could adversely affect the Tax Increment.

(e) Delays in Development. Projections of Tax Increment in Appendix B assume that certain levels of development will occur at certain times. If this development does not occur, is delayed, is changed in size and scope, or if the actual assessed values are less than estimated, the Tax Increment collected may be less than projected.

(f) Delayed Tax Distribution. 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 Authority in time to pay debt service when due. This risk is inherent in all property-tax supported obligations. See paragraph 1(d) above about reassessment.

The availability of a Debt Service Reserve Fund should alleviate any timing risk caused by incorrect estimates of Tax Increment at budget time compared to deficiencies in actual Tax Increment collections in the subsequent year.

ADDITIONAL BONDS

Pursuant to the Trust Indenture, the Authority reserves the right to issue bonds, enter into leases, or enter into additional pledges payable from Tax Increment, in whole or in part, on parity with the pledge for the Bonds and the Outstanding Obligations, in accordance with the following requirements, for the purpose of raising money for future capital projects in, serving or benefiting the Area (“Parity Obligations”). The authorization and issuance of such Parity Obligations shall be subject to the following conditions:

(1) All payments due on the Bonds, the Outstanding Obligations and any Parity 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 Indiana Code Title 36, Article 7, Chapter 14, Section 27, another property tax levy or a pledge of any other taxes of general applicability authorized to pay such Parity Obligations, the Authority 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 debt service and lease rental on the outstanding Bonds, the Outstanding Obligations and of the proposed Parity Obligations, for each respective year during their remaining terms. 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 -9-

immediately preceding the issuance of the proposed 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 and the Certifier may take into account the effect of reassessment on Tax Increment to the extent it can be reasonably estimated. Parity Obligations secured by a special benefits tax under Indiana Code Title 36, Article 7, Chapter 14, Section 27, by another property tax levy, by a pledge of county income taxes or by an agreement with a major taxpayer in the Area that guarantees payment of debt service or lease rentals on the proposed Parity Obligations may be issued without meeting the requirements of this paragraph.

(3) Payments of any Parity Obligations or junior obligations shall be payable semiannually in approximately equal installments on January 15 and July 15.

For further information regarding Additional Bonds please refer to the Trust Indenture provided in Appendix D.

INVESTMENT OF FUNDS

The proceeds of this issue are to be invested in accordance with the laws of the State of Indiana relating to the depositing, holding, securing or investing of public funds, including particularly Indiana Code 5-13, and the acts amendatory thereof and supplemental thereto. The Authority shall direct the investment of bond proceeds.

THE BONDS

INTEREST CALCULATION

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

REDEMPTION PROVISIONS

Optional Redemption:

The Bonds maturing on or after February 1, 2021 are redeemable prior to maturity at the option of the Authority in whole or in part in any order of maturity as determined by the Authority and by lot within maturities, on any date not earlier than August 1, 2020, at face value plus accrued interest to the date fixed for redemption and without any redemption premium.

Mandatory Sinking Fund Redemption:

If any Bonds are issued as 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 Authority, any Term Bonds which have previously been redeemed (otherwise than as a result of a previous mandatory redemption requirement) or delivered to the Paying Agent 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 on such mandatory redemption date, and any excess of such amount shall be credited on future redemption obligations, and the principal amount of that Term Bond to be redeemed by operation of the mandatory sinking fund requirement shall be accordingly reduced; provided, however, the Paying Agent shall only credit such Term Bond to the extent received on or before 45 days preceding the applicable mandatory redemption date.

If fewer than all the Bonds are called for redemption at one time, the Bonds shall be redeemed in order of maturity determined by the Authority 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 and mandatory sinking redemption on the same date, the Paying Agent shall select by lot the Bonds for optional redemption before selecting the Bonds by lot for the mandatory sinking fund redemption.

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Notice of Redemption:

Notice of redemption shall be mailed to the registered owners of all Bonds to be redeemed at least 30 days but not more than 60 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 Trust Indenture, then such Bonds shall cease to bear interest from and after the date fixed for redemption in the call.

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 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market instruments from over 100 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 is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. 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 a Standard & Poor’s rating of AA+. 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 and www.dtc.org.

Purchases of 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.

Beneficial Owners are, however, 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 Bonds, except in the event that use of the book- entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all 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 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,

-11- 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 or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

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 any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority 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 the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Payments of principal, interest and redemption amounts, if any, 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 Authority 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, or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment 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 Authority or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursements of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Authority 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 Authority 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 to DTC.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Authority believes to be reliable, but neither the Authority nor the Underwriter takes any responsibility for the accuracy thereof.

In the event that the book-entry-only system is discontinued, the Paying Agent will provide for the registration of the Bonds in the name of the Beneficial Owners thereof. The Authority, the Registrar, 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-Only System:

In the event that either (1) the Authority 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 Authority elects to discontinue its use of DTC as a clearing agency for the Bonds, then the Authority 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 -12- the Bonds to such person or persons, including any other clearing agency, as the holder of such Bonds may direct in accordance with the Trust Indenture. Any expenses of such a discontinuation and transfer, including any expenses of printing new certificates to evidence the Bonds will be paid by the Authority.

PROCEDURES FOR PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION

The Lease Rentals are payable from Tax Increment, and if necessary, Service Payments and then ad valorem property taxes required by law to be levied on behalf of the Town. Article 10, Section 1 of the Indiana Constitution and Indiana Code 6-1.1-20.6 provides taxpayers with a tax credit for all property taxes in an amount that exceeds a certain percentage of the gross assessed value of eligible property. See “Circuit Breaker Tax Credit” herein for further details on the levy and collection of property taxes.

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 County Assessor 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 November 1. 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 may increase the tax rate and levy if the tax rate and levy proposed by the Town is not sufficient to make its Lease Rental payments. The DLGF must complete its actions on or before February 15. Taxing units have until December 31st of the calendar year immediately preceding the ensuing calendar year to file a shortfall appeal.

On or before March 15, 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 statutes. 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. Effective January 1, 2008, if an installment of property 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; unless the installment is completely paid within thirty (30) days of the due date and the taxpayer is not liable for delinquent property taxes first due and payable in a previous year for the same parcel, the amount of the penalty is five percent (5%) of the amount of the delinquent taxes. 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 tax collections to the various taxing units on or about June 30 after the May 10 payment date and on or about December 31 after the November 10 payment date.

Pursuant to State law, personal property is assessed at its actual historical cost less depreciation. Pursuant to State law, 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 2011 Real Property Assessment Manual (“Manual”), as incorporated into 50 IAC 2.3 and the 2011 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 [with the exception of agricultural land] for its current use, as reflected by the utility received by the owner or a similar user, from the property.” In the case of agricultural land, true tax value shall be the value determined in accordance with the Guidelines and IC 6-1.1-4-13.

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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“Net Assessed Value” or “Taxable Value” represents the “Gross Assessed Value” less certain deductions for mortgages, veterans, the aged, the blind, economic revitalization areas, resource recovery systems, rehabilitated residential property, solar energy systems, wind power devices, hydroelectric systems, geothermal devices and tax- exempt property. The “Net Assessed Value” or “Taxable Value” is the assessed value used to determine tax rates.

Changes in assessed values of real property occur periodically as a result of general reassessments scheduled by the State legislature, as well as when changes occur in the property value due to new construction or demolition of improvements. The next reassessment is scheduled to be effective as of the March 1, 2012 assessment date and affects taxes payable beginning in 2013, and reassessments are scheduled to occur every four years thereafter. Effective with the tax year payable 2007, all real property assessments are revalued annually to reflect market value based on comparable sales data (“Trending”).

When a change in assessed value occurs, a written notification is sent to the affected property owner. If the owner wishes to appeal this action, the owner may file a petition requesting a review of the action. This petition must be filed with the county assessor in which the property is located within 45 days after the written notification is given to the taxpayer or May 10 of that year, whichever is later. 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.

Effective with the tax year payable 2009, the standard deduction for homesteads was increased from the lesser of $45,000 or 50% of assessed value to the lesser of $45,000 or 60% of assessed value. Additionally, a supplemental homestead deduction equal to 35% of the next $600,000 of assessed value remaining after the standard deduction and 25% of the remaining assessed value over $600,000 was implemented beginning in 2009.

CIRCUIT BREAKER TAX CREDIT

Description of Circuit Breaker:

Article 10, Section 1 of the Indiana Constitution and Indiana Code Title 6, Article 1.1, Chapter 20.6 provides taxpayers with a tax credit for all property taxes in an amount that exceeds the gross assessed value of real and personal property eligible for the credit (“Circuit Breaker Tax Credit”). For property assessed as a homestead (as defined in Indiana Code Title 6, Article 1.1, Chapter 12, Section 37), the Circuit Breaker Tax Credit is equal to the amount by which the property taxes attributable to the homestead exceed 1% of the gross assessed value of the homestead. Property taxes are limited to 2.0% of the gross assessed value of other residential property, agricultural property, and long-term care facilities; and 3.0% of the gross assessed value for other non-residential real property and personal property. Additional property tax limits are available to certain senior citizens.

If applicable, the Circuit Breaker Tax Credit will result in a reduction of property tax collections for each political subdivision in which the Circuit Breaker Tax Credit is applied. School corporations are authorized to impose a referendum tax levy, if approved by voters, to replace property tax revenue that the school corporation will not receive due to the application of the Circuit Breaker Tax Credit. Otherwise school corporations and other political subdivisions may not increase their property tax levy or borrow money to make up for any property tax revenue shortfall due to the application of the Circuit Breaker Tax Credit.

Indiana Code Title 6, Article 1.1, Chapter 20.6, Section 10, requires taxing units to fully fund the payment of outstanding debt service or lease rental obligations payable from ad valorem property taxes, regardless of any reduction in property tax collections due to the application of the Circuit Breaker Tax Credit. Indiana Code Title 6, Article 1.1, Chapter 20.6, Section 10, applicable to all political subdivisions, provides that upon notification of a failure to pay debt service on bonds or leases payable from property taxes, the State must intercept local option income tax distributions and available distributions of other State monies for the benefit of bondholders. This reallocation of revenues may impact the ability of political subdivisions to provide existing levels of service and, in extreme cases, the ability to make debt service or lease rental payments.

The General Assembly has designated Lake County and St. Joseph County as "eligible counties" with the result that the property tax levy by political subdivisions for debt service on bonds issued prior to July 1, 2008 and lease rental payments for Leases entered into prior to July 1, 2008 are outside of the circuit breaker calculation through December 31, 2019.

There has been no judicial interpretation of this legislation. In addition, there can be no assurance as to future events or legislation that may affect the Circuit Breaker Tax Credit or the collection of property taxes. -14-

The voters of the State, at the general election held on November 2, 2010, approved an amendment to Article 10, Section 1 of the Indiana Constitution, which includes provisions very similar to those which provide for the application of the Circuit Breaker Tax Credit (the "Amendment"). The Amendment has become part of the State Constitution with the effect that the General Assembly may not adopt a law which would provide for property taxes that exceed 1% of the gross assessed value of a homestead; 2% of the gross assessed valuation of agricultural property and other residential property; and 3% of all other real property and personal property in the State.

The Amendment provides that, with respect to property taxes first due and payable in 2012 and thereafter, property taxes imposed after being approved by the voters in a referendum will not be considered for purposes of calculating the limits to property tax liability under the provisions of the Amendment.

In addition, under the Amendment, the General Assembly may, by law, provide that property taxes imposed in Lake and St. Joseph County to pay debt service and make lease rental payments for bonds or leases issued or entered into before July 1, 2008, will not be considered for purposes of calculating the limits to property tax liability under the provisions of the Amendment; provided that any such law may not apply after December 31, 2019. As discussed above, the General Assembly has enacted such a law, and it applies through and including December 31, 2019.

The Town cannot predict the timing, likelihood or impact on property tax collections of any future judicial actions, amendments to the State Constitution, including legislation, regulations or rulings taken, promulgated or issued to implement the regulations, statutes or the Amendment described above or of future property tax reform in general. In addition, there can be no assurance as to future events or legislation that may impact such regulations or statues or the Amendment or the collection of property taxes by the Town.

Estimated Circuit Breaker Tax Credit for the Town:

According to the Boone County abstracts, the Circuit Breaker Tax Credit allocable to the Town for budget year 2010, when the Circuit Breaker Tax Credit was fully implemented, was $383,430. In budget years 2011 and 2012, the Circuit Breaker Tax Credits are $619,296 and $1,282,046, respectively.

The Circuit Breaker Tax Credit amounts above do not reflect the potential effect of any further changes in the property tax system or methods of funding local government that may be enacted by the Indiana General Assembly in the future. The effects of these changes could affect the Circuit Breaker Tax Credit and the impact could be material. Other future events, such as the loss of a major taxpayer, reductions in assessed value, increases in property tax rates of overlapping taxing units or the reduction in local option income taxes applied to property tax relief could increase effective property tax rates and the amount of the lost revenue due to the Circuit Breaker Tax Credit, and the resulting increase could be material.

CONTINUING DISCLOSURE

Pursuant to continuing disclosure requirements promulgated by the Securities and Exchange Commission in SEC Rule 15c2-12, as amended (the “Rule”), the Town will enter into a Continuing Disclosure Undertaking (the “Undertaking”), to be dated the date of closing on the Bonds. The Town represents that no Obligated Person is an obligated person (within the meaning of the Rule) with respect to more than $10,000,000 in aggregate amount of outstanding municipal securities including the Bonds and excluding municipal securities that were offered in a transaction exempt from the Rule pursuant to paragraph (d)(1) of the Rule. Pursuant to the terms of the Undertaking, the Town will agree to provide the following information while any of the Bonds are outstanding:

 Financial Statements. To the Municipal Securities Rulemaking Board (“MSRB”) through its Electronic Municipal Market Access System (“EMMA”), within 180 days of each December 31, financial information for the Town for such calendar year including (i) the Audit or Examination Report of the Town as prepared and examined by the State Board of Accounts for each twelve (12) month period ending December 31, together with the opinion of such accountants and all notes thereto and (ii) unaudited financial information of the Town, if the Audit or Examination Report is not available, (collectively, the “Annual Information”).

 Reportable Events. In a timely manner, within 10 business days of the occurrence, to the MSRB through EMMA, notice of the following events, if material, with respect to the Bonds (which determining materiality shall be made by the Town):

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1. non-payment related defaults; 2. modifications to rights of Bondholders; 3. bond calls; 4. release, substitution or sale of property securing repayment of the Bonds; 5. the consummation of a merger, consolidation, or acquisition, or certain asset sales, involving the obligated person, or entry into or termination of a definitive agreement relating to the foregoing; and 6. appointment of a successor or additional trustee or the change of name of a trustee.

Within ten business days, to EMMA, notice of the following events, regardless of materiality:

1. principal and interest payment delinquencies; 2. unscheduled draws on debt service reserves reflecting financial difficulties; 3. unscheduled draws on credit enhancements reflecting financial difficulties; 4. substitution of credit or liquidity providers, or their failure to perform; 5. defeasances; 6. rating changes; 7. adverse tax opinions or other material events affecting the tax-exempt status of the Bonds; the issuance by the IRS of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material events, notices or determinations with respect to the tax status of the securities; 8. tender offers; and 9. bankruptcy, insolvency, receivership or similar event of the obligated person.

 Failure to Disclose. In a timely manner, to the MSRB through EMMA, notice of the Town failing to provide the annual financial information as described above.

The Town may, from time to time, amend or modify the Undertaking without the consent of or notice to the owners of the Bonds if either (a)(i) such amendment 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 Town, or type of business conducted; (ii) the Undertaking, as so amended or modified, would have complied with the requirements of the Rule on the date of execution of the Undertaking, after taking into account any 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) nationally recognized bond counsel or (B) an approving vote of the holders of the Bonds pursuant to the terms of the (Trust Indenture) at the time of such amendment or modification; or (b) such amendment or modification (including an amendment or modification which rescinds the Undertaking) is permitted by the Rule, then in effect.

The Town may, at its sole discretion, utilize an agent in connection with the dissemination of any annual financial information required to be provided by the Town pursuant to the terms of the Undertaking.

The purpose of the Undertaking is to enable the Underwriter to purchase the Bonds by providing for an undertaking by the Town in satisfaction of the Rule. The Undertaking 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 Town for any failure to carry out any provision of the Undertaking shall be for specific performance of the Town’s disclosure obligations under the Undertaking and not for money damages of any kind or in any amount or any other remedy. The Town’s failure to honor its covenants under the Undertaking shall not constitute a breach or default of the Bonds, the Trust Indenture or any other agreement.

As required by the Rule, in the previous five years, the Town has not failed to comply, in all material respects, with any previous undertakings.

BOND RATING

Standard & Poor’s Corporation (“Standard & Poor’s”) has assigned a bond rating of “____” to the Bonds. Such rating reflects only the view of Standard & Poor’s and any explanation of the significance of such rating may only be obtained from Standard & Poor’s.

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The rating is not a recommendation to buy, sell or hold the Bonds, and such rating may be subject to revision or withdrawal at any time by Standard & Poor’s. Any downward revision or withdrawal of the rating may have an adverse effect upon the market price of the Bonds.

The Town did not apply to any other rating service for a rating on the Bonds.

UNDERWRITING

The Bonds are being purchased by ______(the “Underwriter”) at a purchase price of $______, which is the par amount of the Bonds of $______less the underwriter’s discount of $_____ plus the original issue premium of $______. The Notice of Intent to Sell Bonds 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 inside 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 reallow concessions to other dealers. After the initial public offering, the public offering price may be varied from time to time by the Underwriter.

FINANCIAL ADVISOR

H.J. Umbaugh & Associates, Certified Public Accountants, LLP (the “Financial Advisor”) has been retained by the Town to provide certain financial advisory services including, among other things, preparation of the deemed “nearly final” Preliminary Official Statement and the Final Official Statement (the “Official Statements”). The information contained in the Official Statements has been compiled from records and other materials provided by Town officials and other sources deemed to be reliable. The Financial Advisor has not and will not independently verify the completeness and accuracy of the information contained in the Official Statements.

The Financial Advisor’s duties, responsibilities and fees arise solely as financial advisor to the Town and they have no secondary obligations or other responsibility. However, H.J. Umbaugh & Associates is preparing the Parity and Lease Sufficiency Report for the Bonds. The Financial Advisor’s fees are expected to be paid from proceeds of the Bonds.

Municipal Advisor Registration:

H.J. Umbaugh & Associates, Certified Public Accountants, LLP (“Umbaugh”) is a Municipal Advisor registered with the Securities and Exchange Commission and the Municipal Securities Rulemaking Board. As such, Umbaugh is providing certain specific municipal advisory services to the Town, but is neither a placement agent to the Town nor a broker/dealer.

The offer and sale of the Bonds shall be made by the Town, in the sole discretion of the Town, and under its control and supervision. The Town agrees that Umbaugh does not undertake to sell or attempt to sell the Bonds, and will take no part in the sale thereof.

Other Financial Industry Activities and Affiliations:

Umbaugh Cash Advisory Services, LLC (“UCAS”) is a wholly-owned subsidiary of H.J. Umbaugh & Associates, Certified Public Accountants, LLP (“Umbaugh”). UCAS is registered as an investment adviser with the Securities and Exchange Commission under the federal Investment Advisers Act. UCAS provides non-discretionary investment advice with the purpose of helping clients create and maintain a disciplined approach to investing their funds prudently and effectively. UCAS may provide advisory services to the clients of Umbaugh.

UCAS has no other activities or arrangements that are material to its advisory business or its clients with a related person who is a broker-dealer, investment company, other investment adviser or financial planner, bank, law firm or other financial entity.

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LEGISLATIVE PROPOSALS

Various legislative actions, whether now proposed or proposed in the future, if enacted into law, as well as clarification of the Code or court decisions, may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent owners of the Bonds from realizing the full current benefit of the tax status of such interest. Introduction or enactment of any such legislative proposals, clarification of the Code or court decisions may also affect the market price for, or marketability of, the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, all matters as to which bond counsel expresses no opinion.

TAX MATTERS

In the opinion of Krieg DeVault LLP, Indianapolis, Indiana, Bond Counsel, under existing laws, interest on the Bonds is excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, but is taken into account in determining adjusted current earnings for purposes of computing the federal alternative minimum tax imposed on certain corporations.

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 Town of Zionsville, Indiana (the “Town”) with the Tax Covenants (hereinafter 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 Krieg DeVault LLP, under existing laws, interest on the Bonds is exempt from income taxation in the State of Indiana (the “State”). This opinion relates only to the exemption of interest on the Bonds for State income tax purposes. See the form of opinion of Bond Counsel contained in Appendix E.

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 Town will covenant not to take any action, within its power and control, nor 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, the “Tax Covenants”).

The bond ordinance and certain certificates and agreements to be delivered on the date of delivery of the Bonds establish procedures under which compliance with the requirements of the Code can be met. It is not an event of default under the bond ordinance 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.

Indiana Code 6-5.5 imposes a franchise tax on certain taxpayers (as defined in Indiana Code 6-5.5) which, in general, include all corporations which are transacting the business of a financial institution in Indiana. The franchise tax will be 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. Prospective purchasers of the Bonds should consult their own tax advisors regarding the impact of this statute on the ownership of the Bonds.

Although Bond Counsel will render an opinion in the form attached as Appendix E hereto 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, financial 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 consult their own tax advisors with regard to other consequences of owning the Bonds other than those consequences set forth in the form of opinion of Bond Counsel.

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The foregoing does not purpose to be a comprehensive description of all of the tax consequences of owning the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors with respect to the foregoing and other tax consequences of owning the Bonds.

Legislation affecting municipal bonds is considered from time-to-time by the United States Congress. There can be no assurance that legislation enacted or proposed after the date of issuance of the Bonds will not have an adverse effect on the tax-exempt status or market price of the Bonds.

ORIGINAL ISSUE DISCOUNT

The initial public offering price of the Bonds maturing on ______through and including ______(collectively the “Discount Bonds”) is less than the principal amount payable at maturity. As a result 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 inside 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.” A taxpayer who purchases a Discount Bond in the initial public offering at the Issue Price for such maturity and who holds such Discount Bond to maturity may treat the full 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 and will not, under present federal income tax law, realize taxable capital gain upon payment of the Discount Bond at maturity.

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 ______and ______(with straight line interpolation between compounding dates).

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.

As described above in “Tax Matters,” 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.

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 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.

AMORTIZABLE BOND PREMIUM

The initial offering price of the Bonds maturing on ______through and including ______(collectively, the “Premium Bonds”), is greater than the principal amount payable at maturity or call date. As a result, the Premium Bonds will be considered to be issued with amortizable bond -19- premium (the “Bond Premium”). An owner who acquires a Premium Bond in the initial offering will be required to adjust the owner's basis in the Premium Bond downward as a result of the amortization of the Bond Premium, pursuant to Section 1016(a)(5) of the Code.

Such adjusted tax basis will be used to determine taxable gain or loss upon the disposition of the Premium Bonds (including sale, redemption or payment at maturity or call). The amount of amortizable Bond Premium will be computed on the basis of the owner's yield to maturity, with compounding at the end of each accrual period. Rules for determining (i) the amount of amortizable Bond Premium and (ii) the amount amortizable in a particular year are set forth in Section 171(b) of the Code. No income tax deduction for the amount of amortizable Bond Premium will be allowed pursuant to Section 171(a)(2) of the Code, but amortization of Bond Premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining other tax consequences of owning the Premium Bonds. Owners of the Premium Bonds should consult their tax advisors with respect to the precise determination for federal income tax purposes of the treatment of Bond Premium upon the sale or other disposition of Premium Bonds and with respect to the state and local tax consequences of owning and disposing of Premium Bonds.

Special rules governing the treatment of Bond Premium, which are applicable to dealers in tax-exempt securities are found at Section 75 of the Code. Dealers in tax-exempt securities are urged to consult their own tax advisors concerning treatment of Bond Premium.

LITIGATION

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

The officers and counsel for the Town will certify at the time of delivery of the Bonds that there is no litigation pending or in any way threatened questioning the validity of the Bonds, or any of the proceedings had relating to the authorization, issuance and sale of the Bonds, the Trust Indenture or the Project.

CERTAIN LEGAL MATTERS

Legal matters incident to the authorization and issuance of the Bonds are subject to the unqualified approving opinion of Krieg DeVault LLP, Indianapolis, Indiana, Bond Counsel, whose approving opinion will be available at the time of delivery of the Bonds. Krieg DeVault LLP 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 E of this Official Statement.

______

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APPENDIX i NOTICE OF INTENT TO SELL BONDS

ZIONSVILLE REDEVELOPMENT AUTHORITY ECONOMIC DEVELOPMENT LEASE RENTAL BONDS, SERIES 2012

Notice is hereby given, pursuant to Indiana Code Title 5, Article 1, Chapter 11, Section 2(b) that the Zionsville Redevelopment Authority (the “Authority” or “Issuer”) of the Town of Zionsville, Indiana (the “Town”) intends to sell, at public sale, its bonds designated as the “Economic Development Lease Rental Bonds, Series 2012” (the “Bonds”) in the aggregate principal amount not to exceed $3,400,000. Any person interested in submitting a bid for the Bonds must furnish in writing to H.J. Umbaugh & Associates, Attention: Susan Clark, 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240-0458, telephone: (317) 465-1500, facsimile: (317) 465-1550, email address: [email protected], the name, address, telephone number, email address and telecopy number of such person who is interested in submitting a bid for the Bonds not later than 11:30 a.m. (local time) on December 5, 2012. Each person who meets the foregoing registration requirements within the time required will be given notice of the actual sale of the Bonds not less than twenty-four (24) hours before the date and time of the sale of the Bonds. The Clerk-Treasurer of the Town will notify (or cause to be notified) each person so registered of the final principal amount, maturity schedule and the redemption provisions for the Bonds. Such schedule shall be sent not less than twenty-four (24) hours before the date and time of sale. The notification will be made by email at the address furnished by such person. Bids for the Bonds will not be received more than ninety (90) days after the first publication of this Notice of Intent to Sell the Bonds.

Bidders may bid a discount not to exceed 1% of the par value of the Bonds. The Bonds will bear interest at a rate or rates not to exceed 5.0% per annum (the exact interest rate or rates will be determined by bidding). Interest will be payable beginning on August 1, 2013 and semiannually thereafter on February 1 and August 1 of each year. Interest will be calculated on the basis of twelve thirty-day months for a 360 day year. The Bonds will be dated the date of delivery thereof, will be in the denominations of $5,000 or integral multiples thereof, and will mature or be subject to mandatory sinking fund redemption semiannually on February 1 and August 1 on the dates and in the amounts in the schedule as will be available at least twenty-four (24) hours prior to the sale. Principal will be payable beginning August 1, 2014 and semiannually thereafter on February 1 and August 1 of each year until maturity. The maximum term of the Bonds is fifteen (15) years. The Town may reserve the right for “levelizing” of debt service after the sale of the Bonds.

A bid may designate that a given maturity or maturities shall constitute a term bond, and the annual amounts set forth in the schedule provided by the Town prior to the sale shall constitute the mandatory sinking fund redemption requirements for such term bond or bonds. For purposes of computing net interest cost, the mandatory redemption amounts shall be treated as maturing on the dates set forth on the schedule provided by the Town prior to the sale.

Principal is payable at the office of a registrar and paying agent to be selected by the Authority and Clerk-Treasurer of the Town. Interest shall be paid by check mailed to the registered owners or by wire transfer to depositories. The Bonds will be issued in fully registered form.

The Bonds maturing on February 1, 2021 and thereafter, are redeemable prior to maturity at the option of the Authority, in whole or in part, in any order of maturity as determined by the Authority and by lot within maturities, on August 1, 2020, or any date thereafter, at face value plus accrued interest to the date fixed for redemption and without any redemption premium.

Each bid must be for all of the Bonds and must state the rate or rates of interest in multiples of 1/8 or 1/20 of 1%. Any bids specifying two or more interest rates shall also specify the amount and maturities of the Bonds bearing each rate, but all Bonds maturing on the same date shall bear the same single interest rate. The rate on any maturity shall be equal to or greater than the rate on the immediately preceding maturity. The award will be made to the best bidder complying with the terms of sale and offering the lowest net interest cost to the Authority, to be determined by computing the total interest on all of the Bonds to their maturities and deducting therefrom the premium bid, if any, and adding thereto the discount bid, if any. Although not a term of sale, it is requested that each bid show the net dollar interest cost to final maturity and the net effective average interest rate on the entire issue. No conditional bid or bid for less than 99% of the par value of the Bonds will be considered. The right is reserved to reject any and all bids. If no satisfactory bids are received at the time and on the date fixed for the sale, the sale will be continued from day to day thereafter, without further advertisement for a period of thirty (30) days during which time no bid which provides a higher net interest cost to the Authority than the best bid received at the time of the advertised sale will be considered.

Each bid not submitted electronically must be on a customary bid form, which shall be enclosed in a sealed envelope addressed to the Authority and marked on the outside “Bid for Zionsville Redevelopment Authority Economic Development Lease Rental Bonds, Series 2012”.

As an alternative, notice is hereby given that electronic proposals will be received via Parity®, in the manner described below, until 11:30 a.m. (ET) on December 6, 2012. Bids may be submitted electronically via Parity® pursuant to this Notice until 11:30 a.m. (ET), but no bid will be received after the time for receiving bids specified above. To the extent any instructions or directions set forth in Parity® conflict with this Notice, the terms of this Notice shall control. For further information about Parity®, potential bidders may contact Umbaugh or Parity® at (212) 849-5021.

Bidders may change and submit bids as many times as they wish during the sale, but they may not withdraw a submitted bid. The last bid submitted by a bidder prior to the deadline for the receipt of bids will be compared to all other final bids to determine the winning bid. During the sale, no bidder will see any other bidder’s bid, nor will they see the status of their bid relative to other bids (e.g. whether their bid is a leading bid).

i-2 The successful bidder (the “Purchaser”) is required to submit to the Authority a good faith deposit (the “Deposit”) in the form of a certified or cashier’s check (or wire transfer) in the amount of $34,000 not later than 3:30 p.m. (Town of Zionsville, Indiana Time) on the next business day following the award. If such Deposit is not received by that time, the Authority may reject the bid. No interest on the Deposit will accrue to the Purchaser. The Deposit will be applied to the purchase price of the Bonds. In the event the Purchaser fails to honor its accepted bid, the Deposit will be retained by the Authority as liquidated damages.

It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for failure or refusal by the successful bidder therefor to accept delivery of and pay for the Bonds in accordance with the terms of its bid. No CUSIP identification number shall be deemed to be a part of any Bond or a part of the contract evidenced thereby and no liability shall hereafter attach to the Authority or any of its officers or agents because of or on account of such numbers. All expenses in relation to the printing of CUSIP identification numbers on the Bonds shall be paid for by the Authority; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the successful bidder. The successful bidder will also be responsible for any other fees or expenses it incurs in connection with the resale of the Bonds.

The successful bidder shall make payment to the financial institution selected as Registrar and Paying Agent (the “Paying Agent”) for the Bonds and accept delivery thereof from the Paying Agent within five (5) days after being notified that the Bonds are ready for delivery, at such place in the Town of Zionsville, Indiana, as the successful bidder may designate. The Bonds will be ready for delivery within forty-five (45) days after the date of sale. If the Authority fails to have the Bonds ready for delivery prior to the close of banking hours on the forty-fifth (45th) day after the date of sale, the bidder may secure the release of his bid upon request in writing, filed with the Authority. The successful bidder is expected to apply to a securities depository registered with the SEC to make such Bonds depository-eligible. At the time of delivery of the Bonds to the successful bidder, the bidder will be required to certify to the Authority the initial re-offering price to the public of a substantial amount of each maturity of the Bonds.

The unqualified approving opinion of Krieg DeVault LLP, Bond Counsel, Indianapolis, Indiana, together with a transcript of the proceedings relating to the issuance of the Bonds, printed bond forms with the legal opinion printed thereon, and closing papers in the usual form showing no litigation questioning the validity of the Bonds, will be furnished to the successful bidder at the expense of the Authority.

All action has been taken and the Bonds are issued in compliance with the provisions of applicable Indiana law. The Bonds will be secured by a bond resolution adopted by the Authority of the Town (the “Bond Resolution”), and will be subject to the terms and provisions of the Bond Resolution.

i-3 The Bonds shall not constitute an indebtedness of the Town within the meaning of the provisions and limitations of the constitution of the State of Indiana, and shall be payable in accordance with the terms of the Bond Resolution. Interest on the Bonds is exempt from all income taxation in Indiana. In the opinion of Bond Counsel, under the existing federal statutes, decisions, regulations and rulings, the interest on the Bonds is excludable from gross income for purposes of federal income taxation.

The Authority has prepared or will prepare a Preliminary Official Statement relating to the Bonds, which it has deemed or will deem to be a nearly Final Official Statement. Within seven (7) business days of the sale, the Authority will provide the successful bidder with twenty- five (25) copies of the Final Official Statement at the Authority’s expense. Additional copies, at the purchaser’s expense, must be requested within five (5) business days of the sale, inquiries concerning matters contained in the nearly Final Official Statement must be made and pricing and other information necessary to complete the Final Official Statement must be submitted by the successful bidder within two (2) business days following the sale to be included in the final official statement.

Further information relative to said issue and a copy of the nearly final official statement may be obtained upon application to Umbaugh, Attention: Susan Clark, 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240-0458, telephone: (317) 465-1500, facsimile: (317) 465-1550, email address: [email protected] financial advisor to the Town and Authority. If bids are submitted by mail, they should be addressed to the Town, attention of Umbaugh, Attention: Susan Clark, 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240-0458, telephone: (317) 465-1500, facsimile: (317) 465-1550.

Dated this ___ day of November, 2012.

ZIONSVILLE REDEVELOPMENT AUTHORITY

i-4 APPENDIX A

TABLE OF CONTENTS

Page(s)

Town of Zionsville Project Description ...... A-1 General Physical and Demographic Information Location ...... A-1 General Characteristics ...... A-1 Governmental Structure ...... A-1 Planning and Zoning ...... A-2 Education ...... A-2 Pension Obligations...... A-2 - A-3 General Economic and Financial Information Large Employers ...... A-4 Employment ...... A-5 Building Permits ...... A-5 Population ...... A-6 Age Statistics ...... A-6 Educational Characteristics ...... A-6 Miscellaneous Economic Information ...... A-7 Schedule of Indebtedness ...... A-8 Debt Ratios ...... A-9 Schedule of Historical Net Assessed Valuation ...... A-10 Detail of Net Assessed Valuation ...... A-11 Comparative Schedule of Tax Rates ...... A-12 Property Taxes Levied and Collected...... A-13 Large Taxpayers ...... A-14 Schedule of Receipts, Disbursements, and Cash and Investment Balances All Governmental, Proprietary and Fiduciary Fund Types ...... A-15 Statement of Receipts, Disbursements, and Cash and Investment Balances - Regulatory Basis ...... A-16 – A-17

TOWN OF ZIONSVILLE

PROJECT DESCRIPTION

The Bonds are being issued for the purpose of public infrastructure improvements which will include the extension of Bennett Parkway from 106th Street south approximately 2,540 linear feet to a cul-de-sac at the south property line of the 90-acre tract and water and sanitary sewer extensions in the proposed Bennett Parkway right-of-way.

GENERAL PHYSICAL AND DEMOGRAPHIC INFORMATION

LOCATION

The Town of Zionsville is located in Boone County in central Indiana, approximately 15 miles northwest of downtown Indianapolis.

GENERAL CHARACTERISTICS

Zionsville’s location just north of the Indianapolis Metropolitan Area provides increased employment, recreational and retail opportunities while still maintaining a “country village charm.” The downtown area provides distinctively quaint shops and restaurants. The Victorian architecture can be seen in many homes and buildings in the Town. The Town is predominately a “bedroom community,” with a majority of residents employed in Indianapolis.

As of January 2, 2010, Zionsville has grown to around 50 square miles when its government consolidated with Eagle Township and Union Township of Boone County. Voters in the three areas passed a referendum on November 4, 2008 to institute the Plan of Government Reorganization.

Although the entire 50 square mile area became incorporated Zionsville, residents fall under two distinct taxation/service districts - urban and rural. The urban district (the former Town of Zionsville) maintains its Zionsville Police Department protection, as well as other municipal services like road maintenance. The rural district (the former Eagle and Union township residents in unincorporated Boone County) continue to receive police protection from the Boone County Sheriff's Department and maintain all current services. Every two years, a panel will determine whether a property in the rural district shall be absorbed into the urban district.

The Eagle Township Advisory Board and Union Township Advisory Board were dissolved when the reorganization went into effect, and the Zionsville Town Council took over the services they previously provided, such as cemetery upkeep and resident assistance.

GOVERNMENTAL STRUCTURE

The Town of Zionsville is governed by a seven-member Town Council, with each member elected to a four-year term. The Clerk Treasurer, also elected to a four-year term, is responsible for the financial records of the Town. The Town also employs a full-time manager. Additional Town departments include the following:

Board of Zoning Appeals Police Department Economic Development Stormwater Department Fire Department Street Department Parks Department Town Court Planning Commission Wastewater

The Town employs a total of approximately 174 full and part-time employees with no union representation.

A-1 PLANNING AND ZONING

The Town of Zionsville has a seven-member Plan Commission to provide orderly growth for residential, commercial and industrial areas within the Town. The Town also has a five-member Board of Zoning Appeals.

EDUCATION

Zionsville Community Schools serves residents of the Town of Zionsville, operating one high school, two middle schools and five elementary schools. The superintendent’s office reports 2012 - 2013 enrollment for the School Corporation at 5,720 students, with approximately 356 certified and 429 non-certified employees. The School Corporation provides special education for its students through West Central Joint Services, which serves nine school corporations in the area.

PENSION OBLIGATIONS

Public Employees' Retirement Fund

Plan Description

The Indiana Public Employees' Retirement Fund (PERF) is a defined benefit pension plan. PERF is an agent multiple-employer public employee retirement system, which provides retirement benefits to plan members and beneficiaries. All full-time employees are eligible to participate in this defined benefit plan. State statutes (IC 5-10.2 and 5-10.3) govern, through the Indiana Public Retirement System (INPRS) Board, most requirements of the system, and give the Town authority to contribute to the plan. The PERF retirement benefit consists of the pension provided by employer contributions plus an annuity provided by the member's annuity savings account. The annuity savings account consists of members' contributions, set by state statute at 3 percent of compensation, plus the interest credited to the member's account. The employer may elect to make the contributions on behalf of the member.

INPRS administers the plan and issues a publicly available financial report that includes financial statements and required supplementary information for the plan as a whole and for its participants. That report may be obtained by contacting:

Indiana Public Retirement System 1 North Capital Street, Suite 001 Indianapolis, IN 46204 Ph. (888) 526-1687

Funding Policy and Annual Pension Cost

The contribution requirements of the plan members for PERF are established by the Board of Trustees of INPRS.

1977 Police Officers' and Firefighters' Pension and Disability Fund

Plan Description

The 1977 Police Officers' and Firefighters' Pension and Disability Fund is a cost-sharing multiple-employer defined benefit pension plan administered by the Indiana Public Retirement System (INPRS) for all police officers and firefighters hired after April 30, 1977.

State statute (IC 36-8-8) regulates the operations of the system, including benefits, vesting, and requirements for contributions by employers and by employees. Covered employees may retire at age 52 with 20 years of service. An employee with 20 years of service may leave service, but will not receive benefits until reaching age 52. The plan also provides for death and disability benefits.

A-2 INPRS issues a publicly available financial report that includes financial statements and required supplementary information for the plan as a whole and for its participants. That report may be obtained by contacting:

Indiana Public Retirement System 1 North Capital Street, Suite 001 Indianapolis, IN 46204 Ph. (888) 526-1687

Funding Policy

The contribution requirements of plan members and the Town are established by the Board of Trustees of INPRS.

A-3 GENERAL ECONOMIC AND FINANCIAL INFORMATION

LARGE EMPLOYERS

The labor force of Zionsville is predominantly concentrated in the service, professional and retail areas. The Zionsville Community School Corporation is the largest employer with 785 full and part-time employees. Manufacturing is not an integral part of the local economy. The majority of employees residing in Zionsville commute to Indianapolis and Lebanon (the Boone County seat) for work opportunities. According to Indy Partnership, the following are the twenty largest employers in Marion County as of July 2, 2012.

Reported Name Employment

Indiana University Health 20,292 St. Vincent Hospitals & Health Services 11,075 Eli Lilly and Company 10,500 Wal-Mart 9,000 Marsh Supermarkets 8,890 Community Health Network 8,100 Indianapolis Public Schools 6,123 Federal Express (FedEx) 6,000 Franciscan St. Francis Health 5,576 Indiana University-Purdue University at Indianapolis (IUPUI) 5,100 Wishard Health Services/Marion County Health & Hospital Corp. 4,825 Defense Finance & Accounting Center 4,500 Rolls-Royce 4,100 AT&T 4,000 WellPoint, Inc. 3,950 Chase Bank 3,810 City of Indianapolis 3,547 CNO Financial 3,200 Roche Diagnostics Corporation 3,000 United Parcel Service (UPS) 2,750

Note: The above information does not include certain governmental employers such as Federal, State and County government, which are also major employers in the Indianapolis Metropolitan Area.

A-4 EMPLOYMENT

Unemployment Rate Boone Boone County Year County Indiana Labor Force

2003 4.0% 5.3% 26,011 2004 3.9% 5.3% 26,507 2005 4.0% 5.4% 27,140 2006 3.7% 5.0% 28,050 2007 3.5% 4.6% 28,155 2008 4.3% 5.8% 28,566 2009 7.8% 10.4% 28,390 2010 7.8% 10.1% 28,040 2011 7.3% 9.0% 28,272 2012, Sept. 5.8% 7.5% 27,869

Source: Indiana Business Research Center

BUILDING PERMITS

Provided below is a summary of the number of building permits for the Town.

Total Permits Commercial/ Year Residential Industrial

2007 201 23 2008 185 43 2009 143 22 2010 303 36 2011 348 37

Source: Zionsville Planning Commission

A-5 POPULATION

Town of Zionsville Boone County Percent of Percent of Year Population Change Population Change

1970 1,857 1.92% 30,870 12.08% 1980 3,948 112.60% 36,446 18.06% 1990 5,281 33.76% 38,147 4.67% 2000 8,775 66.16% 46,107 20.87% 2010 14,160 61.37% 56,640 22.84%

Source: U.S. Census Bureau

AGE STATISTICS

Town of Boone Zionsville County

Under 25 Years 5,130 19,563 25 to 44 Years 3,285 14,284 45 to 64 Years 4,204 16,149 65 Years and Over 1,541 6,644

Source: U.S. Census Bureau's 2010 Census

EDUCATIONAL CHARACTERISTICS

Persons 25 and Over Years of Town of Boone School Completed Zionsville County

Less than 9th grade 1.1% 2.2% 9th to 12th grade, no diploma 0.8% 4.4% High school graduate 11.7% 28.9% Some college, no degree 14.6% 18.9% Associate's degree 3.7% 7.2% Bachelor's degree 36.9% 22.0% Graduate or professional degree 31.2% 16.4%

Source: U.S. Census Bureau's 2010 Census

A-6 MISCELLANEOUS ECONOMIC INFORMATION

Town of Boone Zionsville County Indiana

Per capita personal income in 2011 $50,908 $35,959 $23,784 Median household income in 2011 $100,015 $64,071 $46,815 Average weekly earnings in manufacturing (1st qtr. of 2012) N/A $841 $1,189 Area in square miles - 2010 10.29 423.25 36,419.55 Population per square mile - 2010 1,380.5 133.9 181.0 Retail sales in 2007: Total retail sales N/A $484,483,000 $78,745,589,000 Sales per capita* N/A $8,554 $12,145 Sales per establishment N/A $2,752,744 $3,323,721

Source: Bureau of Census Reports and the Indiana Business Research Center *Based on 2010 Population.

Distribution Percent of of Employment and Earnings - 2010 Earnings Earnings Labor Force (In 1,000's)

Services $485,897 37.36% 37.94% Government 182,234 14.01% 10.18% Retail trade 149,032 11.46% 12.58% Other* 148,749 11.44% 5.37% Construction 120,226 9.24% 7.62% Transportation and warehousing 103,869 7.99% 5.91% Finance, insurance and real estate 50,896 3.91% 11.67% Farming 25,312 1.95% 2.04% Manufacturing 17,913 1.38% 5.66% Information 16,460 1.27% 1.03%

Totals $1,300,588 100.00% 100.00%

* In order to avoid disclosure of confidential information, specific earnings and employment figures are not available for the Forestry, Fishing, Related Activities, Mining, Utilities and Wholesale Trade Sectors. The data is incorporated here.

Source: Bureau of Census Reports and the Indiana Business Research Center

Boone County Adjusted Gross Income Year Total

2006 $1,970,968,626 2007 1,811,598,539 2008 1,909,203,014 2009 1,841,416,941 2010 2,005,706,827

Source: Indiana Department of Revenue

A-7 SCHEDULE OF INDEBTEDNESS

The following schedule shows the outstanding indebtedness of the Town of Zionsville and the taxing units within and overlapping its jurisdiction as of October 26, 2012, as reported by the respective taxing units.

Original Final Outstanding Direct Debt Par Amount Maturity Amount

Tax Supported Debt: Zionsville Redevelopment Authority Economic Development Lease Rental Revenue Bonds of 2012 $3,400,000 ** 02/01/25 $3,400,000 ** Economic Development Lease Rental Refunding Bonds of 2012 850,000 02/01/20 850,000 Economic Development Lease Rental Bonds of 2008 5,500,000 02/01/28 5,040,000 Zionsville Town Hall Building Corporation Lease Rental Refunding Bonds, Series 2011 1,530,000 01/15/20 1,295,000 Zionsville Municipal Building Corporation First Mortgage Refunding Bonds, Series 2009 2,370,000 01/15/20 1,690,000 Zionsville Parks District Park District Bonds of 2007 5,980,000 01/15/22 4,220,000 First Mortgage Bonds, Series 2006 (formerly Union Township debt) 1,800,000 01/15/26 1,720,000 General Obligation Bonds of 2005 1,960,000 01/15/20 1,310,000

Sub total 19,525,000

Revenue Supported Debt: Sewage Works Revenue Bonds of 2010, Series A 5,520,000 01/15/31 5,255,000 Sewage Works Bond Anticipation Refunding Notes of 2010 1,200,000 07/15/15 1,200,000 Sewage Works Revenue Bonds of 2010 (SRF) 1,254,000 01/15/29 1,148,000 Sewage Works Bond Anticipation Notes of 2010 (SRF) 835,000 04/15/13 835,000

Sub total 8,438,000

Total Direct Debt $27,963,000

Percent Amount Allocable to Allocable to Overlapping Debt Total Debt Town* Town

Tax Supported Debt: Boone County $41,832,195 28.33% $11,851,061 Boone County Hospital 69,475,000 28.33% 19,682,268 Zionsville Community School Corporation 217,673,962 53.40% 116,237,896 Hussey-Mayfield Memorial Library 4,980,000 53.40% 2,659,320

Total Overlapping Debt $150,430,544

*Based upon the 2011 payable 2012 net assessed valuation of the respective taxing units. **Subject to change.

The schedule presented above is based on information furnished by the obligors or other sources and is deemed reliable. We make no representation or warranty as to its accuracy or completeness.

A-8 DEBT RATIOS

The following presents the ratios relative to the tax supported indebtedness of the taxing units within and overlapping the Town of Zionsville as of October 26, 2012.

Allocable Portion of All Other Total Direct and Direct Tax Overlapping Tax Overlapping Tax Supported Debt* Supported Debt Supported Debt* $19,525,000 $150,430,544 $169,955,544

Per capita (1) $1,378.88 $10,623.63 $12,002.51

Percent of net assessed valuation (2) 1.87% 14.38% 16.24%

Percent of gross assessed valuation (3) 1.09% 8.36% 9.45%

(1) According to the U.S. Census Bureau, the 2010 population of the Town of Zionsville is 14,160. (2) The net assessed valuation of the Town of Zionsville for taxes payable in 2012 is $1,046,225,237 according to the Boone County Auditor's office. (3) The gross assessed valuation of the Town of Zionsville for taxes payable in 2012 is $1,798,355,770 according to the Boone County Auditor's office.

A-9 SCHEDULE OF HISTORICAL NET ASSESSED VALUATION (As Provided by the Boone County Auditor's Office)

Year Personal Total Payable Real Estate Utilities Property Taxable Value

2008 $1,363,867,543 $8,130,670 $20,412,850 $1,392,411,063 2009 (1) 1,048,063,405 4,704,220 22,279,402 1,075,047,027 2010 1,043,267,461 4,907,090 21,288,606 1,069,463,157 2011 1,027,450,362 4,996,670 21,888,980 1,054,336,012 2012 1,018,382,387 5,715,350 22,127,500 1,046,225,237

(1) In 2009, the standard deduction for homesteads increased from the lesser of $45,000 or 50% of assessed value to the lesser of $45,000 or 60% of assessed value. Additionally, a supplemental homestead deduction equal to 35% for up to $600,000 of assessed value remaining after the application of the standard deduction and 25% of the remaining assessed value above $600,000 was implemented.

NOTE: Net assessed valuations represent the assessed value less certain deductions for mortgages, veterans, the aged and the blind, as well as tax-exempt property.

Real property is valued for assessment purposes at its true tax value as defined in the Real Property Assessment Rule, 50 IAC 2.4, the 2011 Real Property Assessment Manual ("Manual"), as incorporated into 50 IAC 2.4, and the 2011 Real Property Assessment Guidelines ("Guidelines"), as adopted by the Department of Local Government Finance (DLGF). In the case of agricultural land, true tax value is the value determined in accordance with the Guidelines adopted by the DLGF and IC 6-1.1-4-13. In the case of all other real property, true tax value is defined as "The market value-in-use of a property for its current use, as reflected by the utility received by the owner or by a similar user, from the property."

Real property assessments are annually adjusted to market value based on sales data. The process of adjusting real property assessments to reflect market values has been termed "trending" by the DLGF.

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 the acceptability of any alternative appraisal method.

A-10 DETAIL OF NET ASSESSED VALUATION As of 2011 for Taxes Payable in 2012 (As Provided by the Boone County Auditor's Office)

Gross Value of Land $437,080,000 Gross Value of Improvements 1,327,711,500

Total Gross Value of Real Estate 1,764,791,500

Less: Mortgage Exemptions, Veterans, Blind Age 65 & Other Exemptions (612,989,534) Tax Exempt Property (71,851,400) TIF (61,568,179)

Net Assessed Value of Real Estate 1,018,382,387

Business Personal Property 27,848,920 Less: Deductions (5,721,420)

Net Assessed Value of Personal Property 22,127,500

Net Assessed Value of Utility Property 5,715,350

Total Net Assessed Value $1,046,225,237

A-11 COMPARATIVE SCHEDULE OF TAX RATES Per $100 of Net Assessed Valuation (As Provided by the Boone County Auditor's Office)

Year Taxes Payable 2008 2009 2010 2011 2012 (1) (2) (2) (2) Detail of Tax Rate: General $0.0701 $0.0236 $0.0126 $0.0146 $0.0201 MVH Fund 0.0758 0.1661 0.0638 0.0726 0.0921 Park & Recreation 0.0623 0.1083 0.0191 0.0290 0.0331 Cum. Cap. Development 0.0215 0.0215 0.0215 0.0215 0.0487 Debt Service 0.0884 0.1314 0.1104 0.1091 0.1244 Fire Building Debt 0.0774 0.0513 Police 0.1305 0.1390 0.1763 Fire Territory General 0.1038 0.1420 0.0924 0.1171 0.1559 Fire Territory Equipment 0.0333 0.0333 0.0240 0.0240 0.0240

Totals $0.4552 $0.6262 $0.4743 $0.6043 $0.7259

Total Tax Rate (3) $2.4291 $2.0986 $2.0432 $2.0835 $2.3028

(1) Beginning in year payable 2009 and thereafter, the State has assumed 100% of the cost of School General and Preschool Special Education for local schools; Family & Children Medical Assistance to Wards, Children’s Psychiatric Residential Treatment, Children with Special Health Care Needs, and Juvenile Incarceration Costs for counties; member benefits of the Pre-1977 Pension Plans for cities and towns; State Fair; and the Indiana Department of Natural Resources Forestry. As a result, the tax rate payable in 2009 may show a significant decrease when compared to prior years. (2) Due to service consolidation, beginning in year payable 2010, the Debt Service, MVH, and Police Fund levies are allocated to the net assessed valuation of the Town of Zionsville. The General, Park & Recreation, CCD, Fire Territory General, and Fire Territory Equipment Fund levies are allocated to the net assessed valuation of the Town of Zionsville plus the Fire Territory (Union Township and a portion of Eagle Township). The Fire Building Debt Fund levy is allocated to the net assessed valuation of Union Township only. (3) Includes tax rates of overlapping taxing units.

A-12 PROPERTY TAXES LEVIED AND COLLECTED

Taxes Levied Net of Collected as Collected as Collection Taxes Circuit Breaker Circuit Breaker Taxes Percent of Percent of Year Levied Tax Credit Tax Credit Collected Gross Levy Net Levy (1)

2007 (2) $7,588,735 $7,588,735 $7,581,030 99.90% 2008 7,323,983 7,323,983 7,256,080 99.07% 2009 7,693,282 ($52) 7,693,230 7,873,870 102.35% 102.35% 2010 6,689,330 (383,430) 6,305,900 6,331,671 94.65% 100.41% 2011 7,368,300 (619,296) 6,749,004 6,749,366 91.60% 100.01%

Source: The Boone County Auditor's Office and the DLGF Budget Orders for the Town.

(1) Circuit Breaker Tax Credits allocable to the Town per the Boone County Abstract. (2) The Town of Zionsville established a Fire Territory which caused an increase in Property Taxes levied and collected in 2007.

Prior to 2003, total taxes collected included property tax replacement credits (PTRC) distributed by the State of Indiana to each county in an amount up to approximately 20% of the tax levy. Legislation adopted by the Indiana General Assembly in 2002 increased the PTRC for taxes payable in 2003 and thereafter to replace 60% of the general fund levies for school corporations and to eliminate PTRC for depreciable personal property. With legislation adopted by the Indiana General Assembly in 2008, beginning with property taxes payable in 2009, the State assumed 100% of the cost of School General and Pre-school Education funds of local schools, along with certain county and municipal funds and eliminated all PTRC payments paid to local taxing units.

In 2007, the Indiana General Assembly enacted legislation (IC 6-1.1-20.6), which provides taxpayers with a tax credit for all property taxes in an amount that exceeds the gross assessed value of real and personal property eligible for the credit (“Circuit Breaker Tax Credit”). On the November 2, 2010 general election, a statewide public question was placed on the ballot to amend Article 10, Section 1 of the Indiana Constitution, to include the provisions of the Circuit Breaker Tax Credit into the Indiana Constitution ("Public Question #1"). Public Question #1 proposed amending the Constitution of the State of Indiana to do the following: (1) Limit a taxpayer's annual property tax bill to the following percentages of gross assessed value: (A) 1% for an owner-occupied primary residence (homestead); (B) 2% for residential property, other than owner-occupied primary residence, including apartments; (C) 2% for agricultural land; (D) 3% for other real property; and (E) 3% for personal property. These percentages exclude any property taxes imposed after being approved by the voters in a referendum. Public Question #1 also specified that the Indiana General Assembly may grant a property tax exemption in the form of a deduction or credit and exempt a mobile home used as a primary residence to the same extent as real property. On November 2, 2010, Public Question #1 was approved by 71.9% of the voters as officially certified by the Indiana Secretary of State, Election Division.

Additional property tax limits have been made available to certain senior citizens. School corporations are authorized to impose a referendum tax levy to replace property tax revenue that the school corporation will not receive due to the Circuit Breaker Tax Credit. Other political subdivisions may not increase their property tax levy or borrow money to make up for any property tax revenue shortfall due to the application of the Circuit Breaker Tax Credit.

A-13 LARGE TAXPAYERS

The following is a list of the ten largest taxpayers located within the Town of Zionsville.

Percent of 2011/2012 Total Net Assessed Net Assessed Name Type of Business Valuation Valuation (1)

Buckingham MR LLC Apartments $17,581,000 1.68%

HCRI Indiana Properties LLC/ Healthcare 11,457,800 1.10% G&E Healthcare REIT

Zionsville Meadows, LLC Medical center 10,737,300 1.03%

Quail Run/Saylor LLC Apartment complex 8,879,630 0.85%

Boone Village L.P. Shopping center/real estate 8,416,600 0.80%

Hunters Point Apartments Apartment complex 5,523,900 0.53%

Dow Chemical Company Technology for crop production 3,299,900 0.32%

Hodowal, John R. Residential 3,238,200 0.31%

Fanim Properties/Fanimation Mfg. ceiling fans 3,139,500 0.30%

Ford Centre Associates Office building 3,124,700 0.29%

Totals $75,398,530 7.21%

(1) The total net assessed valuation of the Town of Zionsville is $1,046,225,237 for taxes payable in 2012, according to the Boone County Auditor's office.

Source: County Treasurer's office and the Indiana Department of Local Government Finance.

A-14 Note: The following financial statements on pages A-15 - A-17 are excerpts from the Town of Zionsville 's 2009 examination report and the 2010 and 2011 audit reports of the Indiana State Board of Accounts. Consequently, these schedules do not include all disclosures required by generally accepted accounting principles. Complete examination and audits will be furnished upon request. TOWN OF ZIONSVILLE

SCHEDULE OF RECEIPTS, DISBURSEMENTS, AND CASH AND INVESTMENT BALANCES ALL GOVERNMENTAL, PROPRIETARY, AND FIDUCIARY FUND TYPES As of and For The Year Ended December 31, 2009 Cash and Cash and Investments Investments 01-01-09 Receipts Disbursements 12-31-09 Governmental Funds: General $3,835,116 $3,887,761 $4,051,055 $3,671,822 Motor Vehicle Highway 584,217 2,627,630 1,749,989 1,461,858 Local Road and Street 138,619 66,635 194,355 10,899 Law Enforcement Continuing Education 10,491 13,538 10,426 13,603 Park and Recreation 542,376 1,261,661 1,141,342 662,695 Park Nonreverting - Operating 35,832 11,189 8,978 38,043 Park Nonreverting 855,844 480,782 13,007 1,323,619 Donation 60,252 1,424 61,676 Record Perpetuation 4,677 406 1,401 3,682 Drug Task Force 27,718 300 134 27,884 Fire Territory - Operating 1,427,282 4,588,634 4,383,204 1,632,712 Fire Territory - Equipment 2,453,752 1,178,800 488,154 3,144,398 Rainy Day 884,894 662,091 561,401 985,584 Food and Beverage 320,716 155,205 340,127 135,794 Park Impact Fee 353,901 38,013 391,914 0 Boone County Economic Development 500 500 1,000 Road Impact Fee 133,377 42,189 175,566 Golf Course Operating 11,623 274,012 204,268 81,367 Child Passenger Safety 1,200 327 873 IN Coalition to Reduce Underage Drinking 3,622 3,622 DUI Task Force 577 577 Operation Pull Over 1,805 1,805 TIF District 1,763,658 1,200,072 328,453 2,635,277 Town Court 20,782 184,594 189,379 15,997 Debt Service 653,876 1,508,503 1,296,941 865,438 Cumulative Capital Improvement 35,213 26,967 63,500 (1,320) Town Hall Improvement 128,652 46,688 81,964 Park and Recreation Improvement 1,100,011 189,668 910,343 Cumulative Capital Development 291,796 418,077 689,868 20,005 Cobblestone Lake Road Improvement 200,000 200,000 Willow Road Construction 331,349 8 16,353 315,004 Redevelopment Authority General 51,040 122,844 121,034 52,850 Lease Rental 2008 Redevelopment Debt Reserve 230,855 5 5 230,855 Lease Rental 2008 Redevelopment Construction 719,804 183,359 411,994 491,169 Proprietary Funds: Wastewater Utility - Operating 1,049,195 1,755,183 1,851,257 953,121 Wastewater Utility - Bond and Interest 11,974 88 11,886 Wastewater Utility - Availability Fees 895,330 290,152 723,015 462,467 Wastewater Utility - Capital Interest BAN 2006 12,854 12,854 0 Wastewater Utility - Improvement 1,710 81,980 86,655 (2,965) Trash/Recycling 52,716 441,622 456,656 37,682 Fiduciary Fund: Payroll 41,880 5,621,134 5,605,014 58,000

Totals $19,281,086 $27,125,270 $25,629,504 $20,776,852

A-15 TOWN OF ZIONSVILLE

STATEMENT OF RECEIPTS, DISBURSEMENTS, AND CASH AND INVESTMENT BALANCES - REGULATORY BASIS For The Year Ended December 31, 2010 Cash and Cash and Investments Investments 01-01-10 Receipts Disbursements 12-31-10

General $3,671,822 $2,587,200 $3,317,756 $2,941,266 Motor Vehicle Highway 1,461,858 1,425,868 2,194,542 693,184 Local Road and Street 10,899 63,874 74,773 P&R Non-Reverting - Operating 38,044 13,071 12,336 38,779 Donation 61,676 1,983 10,000 53,659 Continuing Education - Police 13,603 18,318 15,270 16,651 Cji/Byrne Grant 00 Park and Recreation 662,695 414,288 743,051 333,932 Child Passenger Safety 873 467 406 IN Coalition to Reduce Underage Drinking 3,623 3,623 0 DUI Task Force 577 577 0 Town Hall Improvement 81,964 49,062 32,902 Operation Pull Over 1,805 1,805 0 Rainy Day 985,585 692,071 20,560 1,657,096 Police Operating 0 4,655,990 2,450,216 2,205,774 Levy Excess 0 17,898 17,898 Food & Beverage Tax 135,794 165,225 156,176 144,843 Task Force (Police) 27,883 27,883 Record Perpetuation 3,683 135 650 3,168 Fire Territory - Operating 1,632,713 4,796,452 4,902,543 1,526,622 BCED 1,000 650 200 1,450 Union Fire Loan 0 234005 240322 (6,317) Redevelopment Authority General 52,850 130,299 126,000 57,149 Lease Rental 2008 Redevelopment Construction 491,169 255,785 134,513 612,441 Debt Service 865,438 1,310,430 1,297,316 878,552 Lease Rental 2008 Redevelopment Debt Reserve 230,855 230,855 Union Debt Service 0 100,277 56,739 43,538 CCI (1,320) 25,693 24,373 CCD 20,005 628,346 143,157 505,194 P&R Non-Reverting - Capital 1,323,619 262,278 1,061,341 Cobblestone Lake Road Improvement 200,000 200,000 Willow Road Construction 315,004 28,670 286,334 Redevelopment District Construction 0 0 TIF District 2,635,277 1,139,045 791,330 2,982,992 Town Court 15,997 187,890 180,606 23,281 P&R Improvement 910,343 875,326 35,017 Fire Equipment Replacement 3,144,397 267,080 621,013 2,790,464 Park Impact Fee 00 Road Impact Fee 175,566 40,917 216,483 Police Pension 0 734,105 734,105 0 Payroll 58,000 6,113,975 6,108,385 63,590 Golf Course Operating 81,368 262,266 208,113 135,521 Trash 37,681 491,520 451,534 77,667 Sewer Operating 953,120 2,462,317 1,868,580 1,546,857 Bond & Interest 1998 11,887 11,887 0 2010 Sewage Works Construction 0 750,029 693,083 56,946 Sewer Improvement Carter Agreement (2,965) 30,825 18,460 9,400 Availability Fees 462,467 650,957 896,352 217,072 2010 Sewage Works Bond/Interest 0 7,626,392 7,577,402 48,990 2010 Debt Service Reserve 0 41,151 2,970 38,181

Totals $20,776,855 $38,336,327 $37,206,975 $21,906,207

A-16 TOWN OF ZIONSVILLE

STATEMENT OF RECEIPTS, DISBURSEMENTS, AND CASH AND INVESTMENT BALANCES - REGULATORY BASIS For The Year Ended December 31, 2011

Cash and Cash and Investments Investments 01-01-11 Receipts Disbursements 12-31-11

General $2,941,267 $1,283,789 $2,490,258 $1,734,798 Motor Vehicle Highway 693,184 2,801,810 2,427,515 1,067,479 Local Road and Street 74,773 62,977 130,000 7,750 Park & Recreation Non-Reverting - Operating 38,779 14,933 8,344 45,368 Continuing Education - Police 16,651 12,602 11,142 18,111 Park & Recreation 333,932 596,200 728,213 201,919 Rainy Day 1,657,096 1,657,096 Levy Excess 17,898 17,898 0 Food & Beverage Tax 144,843 200,639 71,104 274,378 Task Force (Police) 27,883 27,883 Fire Territory Operating 1,526,622 3,840,082 4,501,054 865,650 Boone County Economic Development 1,450 1,000 2,450 Cumulative Capital Improvement 24,373 25,200 20,000 29,573 Cumulative Capital Development 505,194 420,409 350,828 574,775 Park & Recreation Non-Reverting - Capital 1,061,341 83,000 82,803 1,061,538 Cobblestone Lake Road Improvement 200,000 200,000 TIF District 2,982,992 1,335,750 1,168,422 3,150,320 Fire Equipment Replacement 2,790,464 458,243 2,110,661 1,138,046 Donation 53,659 56,694 32,308 78,045 Child Passenger Safety 406 820 524 702 Town Hall Improvement 32,902 23,053 9,849 Police Operating 2,205,774 1,825,679 2,793,960 1,237,493 Record Perpetuation 3,168 643 2,525 Union Fire Loan (6,317) 316 (6,001) Lease Rental 2008 Redevelopment 106th Street Bond 612,441 4,412 9,994 606,859 Debt Service 878,552 1,099,380 1,408,554 569,378 Lease Rental 2008 Redevelopment Debt 230,855 230,855 Union Debt Service 43,538 192,687 170,750 65,475 Redevelopment Authority General 57,149 138,205 132,100 63,254 Willow Road Construction 286,334 2 286,336 Park and Recreation Improvement 35,017 35,017 0 Road Impact Fee 216,483 87,009 37,624 265,868 Payroll 63,590 6,834,918 6,828,756 69,752 Town Court 23,281 147,175 161,970 8,486 Golf Course Operating 135,521 236,387 222,682 149,226 Trash 77,667 488,269 494,139 71,797 Sewer Operating 1,546,857 2,434,425 1,928,273 2,053,009 2010 Sewage Works Construction 56,946 703,811 657,541 103,216 Sewer Improvement Carter Agreement 9,400 23,335 28,075 4,660 Availability Fees 217,071 312,180 529,251 2010 Sewage Works Bond/Interest 48,990 448,464 314,577 182,877 Sewer Debt Service Reserve 38,181 162,164 48,969 151,376

Totals $21,906,207 $26,332,966 $29,447,751 $18,791,422

A-17

APPENDIX B

November 28, 2012

Members of the Town of Zionsville Redevelopment Authority 1100 West Oak Street Zionsville, Indiana 46077

Re: $3,400,000 Economic Development Lease Rental Revenue Bonds of 2012

In connection with the issuance of $3,400,000 of Economic Development Lease Rental Revenue Bonds of 2012 for the purpose of financing all or a portion of the acquisition, construction, installation and equipping of certain road and related public improvements in the Zionsville Economic Development Area, we have, at your request, compiled this special purpose report (“Report”) including the following schedules and appendix for inclusion in the Preliminary Official Statement dated November 28, 2012:

Page(s)

B-3 – B-10 General Comments B-11 Estimated Project Costs and Funding B-12 Preliminary Amortization of $3,400,000 Principal Amount of Economic Development Lease Rental Revenue Bonds of 2012 B-13 Comparison of Debt Obligations and Estimated Annual Tax Increment B-14 Estimated Annual Real Property Tax Increment B-15 Schedule of Amortization of $5,040,000 Principal Amount of Outstanding Economic Development Lease Rental Bonds of 2008 B-16 Schedule of Amortization of $1,148,000 Principal Amount of Outstanding Sewage Works Revenue Bonds of 2010 B-17 Historical Tax Increment Collections B-18 Top 10 Taxpayers

These schedules are intended for use by the Town of Zionsville Redevelopment Authority and the Town of Zionsville officials and their respective advisors for use in connection with the sale of the Bonds. The use of these schedules should be restricted to this purpose.

The schedules and underlying assumptions are based upon information provided to us by Town of Zionsville officials and their respective advisors, and property tax information available from the Boone County Auditor’s and Assessor’s offices.

Zionsville Redevelopment Authority Re: $3,400,000 Economic Development Lease Rental Revenue Bonds of 2012 November 28, 2012 Page 2

In the preparation of the schedules contained in this Report, assumptions were made as noted regarding certain future events. As is the case with such assumptions regarding future events and transactions, some or all may not occur as expected and the resulting differences could be material. We have not examined the underlying assumptions nor have we audited or reviewed the historical data. Consequently, we express no opinion nor provide any other form of assurance thereon nor do we have a responsibility to prepare subsequent reports.

ZIONSVILLE REDEVELOPMENT AUTHORITY

GENERAL COMMENTS

The Town of Zionsville (the “Town”) Redevelopment Authority (the “Authority”) is issuing $3,400,000 of Economic Development Lease Rental Revenue Bonds of 2012 (the “Bonds”) in order to provide funds for the financing of (i) all or a portion of the acquisition, construction, installation and equipping of certain road and related public improvements (the “Project”), (ii) any real estate to be acquired in connection with the Project, (iii) reimbursement of the Authority of any amounts heretofore advanced for the costs of the Project, (iv) capitalized interest, (v) a debt service reserve and (vi) bond issuance expenses. The Project will serve and benefit the Zionsville Economic Development Area (the “Area”) and will be leased to the Zionsville Redevelopment Commission (the “Commission”).

The Bonds are secured and payable from fixed, semiannual lease rental payments (the “Lease Rentals”) to be paid by the Commission to The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), under a Trust Indenture between the Authority and the Trustee dated as of December 1, 2012 (the “Trust Indenture”) and a Lease (herein defined) between the Authority and the Commission (the “Lease”) dated September 24, 2012 and an Addendum to Lease between the Authority and the Commission dated December __, 2012. Such Lease Rentals are payable from Tax Increment (hereinafter defined) revenues received by the Commission from increases in assessed valuation of the real property improvements located in the Area as a result of the completion of the Project and also as needed from increases in the assessed valuation of real property improvements located in the Area generally (the “TIF Revenues”). The pledge of TIF Revenues will be on parity with the pledge of TIF Revenues to the $5,040,000 of currently outstanding Economic Development Lease Rental Bonds of 2008 (the “2008 Bonds”) and the $1,148,000 of currently outstanding Sewage Works Revenue Bonds of 2010 (the “2010 Bonds” and together with the 2008 Bonds, the “Outstanding Obligations”). To the extent TIF Revenues are insufficient, the Commission and the Authority have entered into a Developer Agreement dated August 27, 2012 (the “Developer Agreement”) whereby Scannell Properties #152, LLC (the “Developer”) has agreed to be liable and obligated for shortfall in TIF Revenues related to the Project if and to the extent that the assessed value of the Project does not result in TIF Revenues equal to or greater than the per annum amounts of TIF Revenues due by the Commission to the Authority for debt service payments on the Bonds (the “Service Payments”). Service Payments made by the Developer to the Commission shall be paid to the Authority to make up any deficiency in the Lease Rentals due under the Lease. To the extent the TIF Revenues and Service Payments are insufficient to pay Lease Rentals, the Commission shall levy a special benefits tax (the “Special Benefits Tax”) on all taxable property in the Zionsville Redevelopment District (the “District”) in an amount sufficient with the Tax Increment and Service Payments, to pay the Lease Rentals provided for in the Lease. The boundaries of the District are coterminous with the Town.

(Continued on next page)

B-3 ZIONSVILLE REDEVELOPMENT AUTHORITY (Cont’d) GENERAL COMMENTS

The purpose of this Report is to provide an estimate of the Tax Increment that would be available to make such Lease Rentals. This Report contains forward-looking information. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual revenues to differ from the estimates. For additional information, please refer to the Trust Indenture and the Lease Agreement in their entirety, to the “Risks to Bondholders” section herein and to the “Procedures for Property Tax Assessment, Tax Levy and Collection and Circuit Breaker Tax Credit” section in Appendix A.

Background Information Concerning the Area

On February 14, 2000, the Commission adopted a Declaratory Resolution to establish the Area as an economic development area and an allocation area for the purpose of capturing future incremental real property tax revenues in the Area. The base assessment date of the Area is March 1, 1999. The Area is located in the southeastern portion of the Town.

The Authority issued $5,500,000 of Economic Development Lease Rental Revenue Bonds of 2008 for the purpose of financing the acquisition of land and the construction/reconstruction of 106th Street and to repay outstanding Redevelopment District Bond Anticipation Notes of 2004 and Redevelopment District Bond Anticipation Notes of 2006. The Town also issued $1,254,000 of Sewage Works Revenue Bonds of 2010 (the “2010 Bonds”) for the purpose of funding sewer infrastructure improvements in the Area. Both of these issues are payable from Tax Increment, and to the extent that the Tax Increment and sewer revenues for the 2010 Bonds are insufficient, the Commission shall levy the Special Benefits Tax on all taxable property in the District.

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 last statewide reassessment of real property was effective as of March 1, 2012 for taxes payable in 2013. Statewide reassessments are scheduled to occur every four years. Beginning in 2006 tax year payable 2007, all real property assessments are revalued annually to reflect market value based on comparable sales data (“trending”). The Department of Local Government Finance (the “DLGF”) is required to adjust the base net assessed value after a general reassessment of property and annually after trending. The purpose of these adjustments is to neutralize the effects of the general reassessment and trending on Tax Increment.

In making such an adjustment, the DLGF is required to exclude any appealed assessed values until such appeals are resolved. Delays in the reassessment or the trending process, the inability to neutralize the effect of reassessment, trending or appeals, could adversely affect the Tax Increment. No adjustment has been made for future general reassessments or for the annual trending of assessed values to the Tax Increment estimates contained herein.

(Continued on next page)

B-4 ZIONSVILLE REDEVELOPMENT AUTHORITY (Cont’d) GENERAL COMMENTS

Tax Increment: Definition and Procedures (Cont’d)

The incremental assessed values are determined by subtracting the base net assessed values from the current net assessed values as of the assessment dates. The incremental assessed values are then multiplied by the current property tax rate to determine the Tax Increment. After property taxes are paid to the County Treasurer on or before each May 10 and November 10, such taxes are paid over to the Auditor who, based on 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.

In 2008, the Indiana General Assembly enacted Public Law 1-2008 (the “2008 Legislation”) which made changes to local government funding and property taxes in Indiana. The 2008 Legislation further allows for several methods of replacing lost Tax Increment caused by the new legislative changes or administrative changes (to the extent it causes Tax Increment to be inadequate to pay debt service and contractual obligations), including a property tax levy imposed on the Redevelopment District (the “TIF Replacement Levy”).

It is not currently anticipated that such a shortfall will occur. Therefore, no TIF Replacement Levy was assumed in Tax Increment estimates contained in this Report. See “Procedures for Property Tax Assessment, Tax Levy and Collection and Circuit Breaker Tax Credit” in Appendix A.

The Indiana General Assembly has previously enacted, and most recently amended, legislation (IC 6- 1.1-20.6) which provides taxpayers with a tax credit for all property taxes in an amount that exceeds the gross assessed value of real and personal property eligible for the credit (the “Circuit Breaker Tax Credit”) beginning with property taxes first due in 2008.

Beginning with property taxes payable in 2010, property taxes are limited to 1.0% of the gross assessed value of homesteads; 2.0% of the gross assessed value of other residential property, agricultural property and long-term care facilities; and 3.0% of the gross assessed value of other non- residential real property and personal property.

On November 2, 2010, Indiana voters approved the addition of the Circuit Breaker Tax Credit to the Indiana Constitution at the 1.0%, 2.0% and 3.0% levels, with special provisions applicable to Lake and St. Joseph Counties.

If applicable, the Circuit Breaker Tax Credit will result in a reduction of property tax collections for each political subdivision in which the Circuit Breaker Tax Credit is applied. A political subdivision may not increase its property tax levy or borrow money to make up for any property tax revenue shortfall due to the application of the Circuit Breaker Tax Credit.

(Continued on next page)

B-5 ZIONSVILLE REDEVELOPMENT AUTHORITY (Cont’d) GENERAL COMMENTS

Tax Increment: Definition and Procedures (Cont’d)

In this Report, the Circuit Breaker Tax Credit is estimated to reduce the Tax Increment for real property in the Area due to the fact that the current Tax Increment estimates, based on the pay 2012 tax rates, are above the maximum thresholds of 1.0% of the gross assessed value of residential homestead property, 2.0% of the gross assessed value of other residential property, agricultural property and long-term care facilities and 3.0% of the gross assessed value of other non-residential real property and personal property. The Circuit Breaker Tax Credit is estimated to minimally reduce the Tax Increment for real property in the Area due to the fact that the current Tax Increment estimates, based on the pay 2012 tax rates, are above the maximum threshold of 2.0% of the gross assessed value of other residential property, agricultural property and long-term care facilities.

Risks to Bondholders

Forward-Looking Statements This Report contains statements relating to future results that are “forward-looking statements.” Any forward-looking statement is subject to uncertainty. Accordingly, such statements are subject to risks that could cause actual results to differ, possibly materially, from those contemplated in such forward-looking statements. Inevitably, some assumptions used to develop forward-looking statements will not be realized or unanticipated events and circumstances may occur. Therefore, investors should be aware that there are likely to be differences between forward-looking statements and actual results. Those differences could be material and those differences could negatively impact the availability of the revenues available for the Lease Rentals.

The principal of and interest on the Bonds are payable only from Lease Rentals received by the Trustee on behalf of the Authority by the Commission pursuant to the Lease. The Authority has no taxing power. The Authority has no source of funds from which to pay the debt service on the Bonds except moneys collected from Lease Rentals and funds held under the Trust Indenture. The Trustee will have funds from capitalized interest and earnings thereon, to pay interest due through and including February 1, 2014.

(Continued on next page)

B-6 ZIONSVILLE REDEVELOPMENT AUTHORITY (Cont’d) GENERAL COMMENTS

Risks of Tax Increment The Authority will pay the Lease Rentals from Tax Increment. The estimated Tax Increment available to pay Lease Rentals is based on capturing all incremental real property tax revenues in the Area and is partially based on projected developments that have not yet been constructed. The estimate of Tax Increment is dependent on certain assumptions as to future events, the occurrence of which cannot be guaranteed. There are certain risks associated with Tax Increment, which include but are not limited to the following:

(c) Circuit Breaker Tax Credit. The 2008 Legislation expands the Circuit Breaker Tax Credit to provide different levels of tax caps for various classes of property taxpayers. (See “Circuit Breaker Tax Credit” herein.) Currently, certain parcels in the Area are subject to the Circuit Breaker Tax Credit at the 2.0% level. There can be no assurance that the levies and tax rates of the County and overlapping taxing units will not increase in some future year to the point of causing the Circuit Breaker Tax Credit to be applied to commercial property taxpayers’ tax bills.

(Continued on next page)

B-7 ZIONSVILLE REDEVELOPMENT AUTHORITY (Cont’d) GENERAL COMMENTS

Risks of Tax Increment (Cont’d)

(d) Reassessment and trending. The last general reassessment of property in the State was effective for property assessed March 1, 2012 for taxes payable in 2013. Reassessments are scheduled to occur every four years. Trending (see “Procedures for Property Assessment, Tax Levy and Collection”) is scheduled to occur on an annual basis. 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 that owners of obligations secured by tax increment revenues will not be adversely affected. Delays in the reassessment and trending process, the inability to neutralize the effect of reassessment, or appeals of reassessments could adversely affect the Tax Increment.

(e) Delays in Development. Projections of Tax Increment in this Report assume that certain levels of development will occur at certain times. If this development does not occur, is delayed, is changed in size and scope, or if the actual assessed values are less than estimated, the Tax Increment collected may be less than projected.

The Commission will pay the Lease Rentals from the Tax Increment collected in the Area on parity with the Outstanding Obligations, and, if necessary, from Service Payments and the Special Benefits Tax levied and collected in the District. While there are certain risks associated with Tax Increment, the Service Payments and the ability to levy the Special Benefits Tax, subject to the Circuit Breaker Tax Credit, reduces the risks to the bondholders with regard to the availability of funds for Lease Rentals.

In the event of delayed billing, collection or distribution by the county auditor of ad valorem property taxes levied on the District, including the Special Benefits Tax, sufficient funds may not be available to the Commission in time to pay Lease Rentals when due. This risk is inherent in all property-tax supported obligations.

The availability of the debt service reserve should alleviate any timing risk caused by incorrect estimates of Tax Increment at budget time compared to deficiencies in actual Tax Increment collections in the subsequent year. If the shortfall in Tax Increment were to continue, the debt service reserve is expected to be sufficient to pay Lease Rentals until the Commission initiates and receives funds from the Service Payments and the Special Benefits Tax.

Estimated Project Costs and Funding – Page B-11

As shown in this schedule, the proceeds of the $3,400,000 Economic Development Lease Rental Revenue Bonds of 2012, along with $63,144* of cash on-hand, will be used to fund the cost of the Project, a debt service reserve, capitalized interest, the allowance for an underwriter’s discount and bond issuance costs and contingencies. (Continued on next page) *Subject to change. B-8 ZIONSVILLE REDEVELOPMENT AUTHORITY (Cont’d) GENERAL COMMENTS

Preliminary Amortization of $3,400,000 Principal Amount of Economic Development Lease Rental Revenue Bonds of 2012 – Page B-12

This schedule shows the amortization of the $3,400,000 of Economic Development Lease Rental Revenue Bonds of 2012. The Bonds are dated as of the date of delivery (anticipated to be December 18, 2012). The Bonds are based on estimated interest rates. The Bonds will mature over a period of approximately twelve years and eight months with a final maturity on February 1, 2025. The Bonds maturing after February 1, 2021 are subject to redemption prior to maturity at the option of the Authority, on any date on or after August 1, 2020, without premium.

Comparison of Debt Obligations and Estimated Annual Tax Increment – Page B-13

This schedule shows the estimated annual Tax Increment compared with the annual debt service due on the 2010 Bonds and the Lease Rentals due on the 2008 Bonds and the Bonds. It is anticipated that the coverage on the Outstanding Obligations will exceed 153% with only the current development and 211% with the Project.

Estimated Annual Real Property Tax Increment – Page B-14

This schedule shows the estimated annual real property Tax Increment in tax year payable 2012 through tax year payable 2028, based on the Boone County Auditor’s pay 2012 Tax Increment databases.

The Area lies within Town of Zionsville taxing district. The incremental assessed value of the Area is multiplied by the 2012 tax rate (per $100) to calculate the estimated annual Tax Increment. The estimated annual Tax Increment for 2012 is $1,414,880. The annual Tax Increment is anticipated to increase to $1,982,520 for 2015 as the Project is completed and first assessed.

The tax rates are assumed to remain at the same level as the 2012 tax rates for the respective taxing districts. No adjustment is made for future statewide reassessments or annual trending.

Schedule of Amortization of $5,040,000 Principal Amount of Outstanding Economic Development Lease Rental Bonds of 2008 – Page B-15

This schedule shows the outstanding amortization of $5,040,000 Principal Amount of Outstanding Economic Development Lease Rental Bonds of 2008, dated August 7, 2008. The 2008 Bonds mature on February 1, 2028.

(Continued on next page)

B-9 ZIONSVILLE REDEVELOPMENT AUTHORITY (Cont’d) GENERAL COMMENTS

Schedule of Amortization of $1,148,000 Principal Amount of Outstanding Sewage Works Revenue Bonds of 2010 – Page B-16

This schedule shows the outstanding amortization of $1,148,000 Principal Amount of Outstanding Sewage Works Revenue Bonds of 2010, dated October 19, 2010. The 2010 Bonds mature on January 15, 2029. The 2010 Bonds maturing on and after July 15, 2019 are subject to redemption prior to maturity at the option of the Town, on any date on or after January 15, 2019, at face value plus the following premiums: (i) 1.0% if redeemed on January 15, 2019 or thereafter on or before January 14, 2020; (ii) 0.5% if redeemed on January 15, 2020 or thereafter on or before January 14, 2021; (iii) 0.0% if redeemed on January 15, 2021 or thereafter prior to maturity.

Historical Tax Increment Collections – Page B-17

This schedule shows the historical Tax Increment distributions for the Area for taxes payable years 2001 through spring distribution of 2012.

Top 10 Taxpayers – Page B-18

This schedule shows the ten largest taxpayers in the Area based on pay 2012 net assessed values.

B-10 ZIONSVILLE REDEVELOPMENT AUTHORITY

Bennett Parkway 2012 Project

ESTIMATED PROJECT COSTS AND FUNDING

Estimated Project Costs:

Construction related costs and contingencies $2,852,300

Debt service reserve 385,144 *

Capitalized interest through February 1, 2014 88,713 *

Allowance for Underwriter's discount (1.0%) 34,000 *

Bond issuance costs and contingencies 102,987 *

Total Estimated Project Costs $3,463,144 *

Estimated Project Funding:

Economic Development Lease Rental Revenue Bonds of 2012 $3,400,000

TIF funds on hand Portion of Debt Service Reserve 45,144 * Portion of project costs 18,000 *

Total Estimated Project Funding $3,463,144 *

*Subject to change.

(Subject to the comments in the attached Report dated November 28, 2012 of Umbaugh)

B-11 ZIONSVILLE REDEVELOPMENT AUTHORITY

Bennett Parkway 2012 Project

PRELIMINARY AMORTIZATION OF $3,400,000 PRINCIPAL AMOUNT OF ECONOMIC DEVELOPMENT LEASE RENTAL REVENUE BONDS OF 2012 Assumes Bonds dated December 18, 2012

Assumed Total Total Annual Payment Principal Interest Assumed Debt Capitalized Net Debt Fiscal Year Lease Date Outstanding* Principal* Rate Interest Service Interest Service Debt Service Rental (< - - - In $1,000's - - ->) (1)

08/01/13 $3,400 $49,089 $49,089 ($49,089) $0 02/01/14 3,400 39,624 39,624 (39,624) 0 $0 $0 08/01/14 3,400 $30 1.15% 39,624 69,624 69,624 02/01/15 3,370 30 1.30% 39,451 69,451 69,451 139,075 145,000 08/01/15 3,340 150 1.30% 39,256 189,256 189,256 02/01/16 3,190 155 1.45% 38,281 193,281 193,281 382,538 388,000 08/01/16 3,035 155 1.45% 37,158 192,158 192,158 02/01/17 2,880 155 1.65% 36,034 191,034 191,034 383,191 389,000 08/01/17 2,725 155 1.65% 34,755 189,755 189,755 02/01/18 2,570 160 1.90% 33,476 193,476 193,476 383,231 389,000 08/01/18 2,410 160 1.90% 31,956 191,956 191,956 02/01/19 2,250 160 2.15% 30,436 190,436 190,436 382,393 388,000 08/01/19 2,090 160 2.15% 28,716 188,716 188,716 02/01/20 1,930 165 2.40% 26,996 191,996 191,996 380,713 386,000 08/01/20 1,765 165 2.40% 25,016 190,016 190,016 02/01/21 1,600 170 2.60% 23,036 193,036 193,036 383,053 389,000 08/01/21 1,430 165 2.60% 20,826 185,826 185,826 02/01/22 1,265 175 2.75% 18,681 193,681 193,681 379,508 385,000 08/01/22 1,090 175 2.75% 16,275 191,275 191,275 02/01/23 915 180 2.95% 13,869 193,869 193,869 385,144 391,000 08/01/23 735 180 2.95% 11,214 191,214 191,214 02/01/24 555 180 3.05% 8,559 188,559 188,559 379,773 385,000 08/01/24 375 185 3.05% 5,814 190,814 190,814 02/01/25 190 190 3.15% 2,993 192,993 192,993 383,806 389,000

Totals $3,400 $651,136 $4,051,136 ($88,713) $3,962,423 $3,962,423 $4,024,000

(1) The actual interest rate will depend on the underlying credit securing the bonds and the market conditions at the time of the bond sale. The actual interest rate may vary materially from the rate assumed in this analysis.

*Subject to change.

(Subject to the comments in the attached Report dated November 28, 2012 of Umbaugh)

B-12 ZIONSVILLE REDEVELOPMENT AUTHORITY

Bennett Parkway 2012 Project

COMPARISON OF DEBT OBLIGATIONS AND ESTIMATED ANNUAL TAX INCREMENT

Debt Obligations Estimated 2008 Bonds 2010 Estimated CombinedEstimated Coverage Annual Budget Estimated Lease Rentals Sewage Works Lease Rental Debt With Proposed Only Current Funds Year Tax Increment Payments Bonds Bonds of 2012 Obligations Project Development Remaining (1) (2) (3) (4)

2012 $1,414,880 $459,000 (5) $87,638 (5) $546,638 259% 259% $868,242 2013 1,414,880 462,000 87,079 $0 549,079 258% 258% 865,802 2014 1,414,880 463,000 87,491 145,000 695,491 203% 203% 719,389 2015 1,982,520 459,000 87,847 388,000 934,847 212% 151% 1,047,673 2016 1,982,520 459,000 87,161 389,000 935,161 212% 151% 1,047,359 2017 1,982,520 459,000 87,433 389,000 935,433 212% 151% 1,047,087 2018 1,982,520 463,000 87,649 388,000 938,649 211% 151% 1,043,872 2019 1,982,520 460,000 87,808 386,000 933,808 212% 152% 1,048,712 2020 1,982,520 462,000 86,911 389,000 937,911 211% 151% 1,044,609 2021 1,982,520 463,000 86,986 385,000 934,986 212% 151% 1,047,534 2022 1,982,520 463,000 87,005 391,000 941,005 211% 150% 1,041,515 2023 1,982,520 462,000 86,968 385,000 933,968 212% 151% 1,048,552 2024 1,982,520 460,000 87,875 389,000 936,875 212% 151% 1,045,646 2025 1,982,520 462,000 87,697 549,697 361% 257% 1,432,823 2026 1,982,520 462,000 87,463 549,463 361% 258% 1,433,057 2027 1,982,520 462,000 87,173 549,173 361% 258% 1,433,347 2028 1,982,520 87,812 87,812 2258% 1611% 1,894,708

Totals $31,999,926 $7,380,000 $1,485,997 $4,024,000 $12,889,997 $19,109,929

(1) See page B-14. (2) See page B-15. (3) See page B-16, assumes 100% of debt service is paid from TIF. (4) See page B-12. (5) Represents the full lease rental/debt service payment for bond year 2012.

(Subject to the comments in the attached Report dated November 28, 2012 of Umbaugh)

B-13 ZIONSVILLE REDEVELOPMENT AUTHORITY

Bennett Parkway 2012 Project ESTIMATED ANNUAL REAL PROPERTY TAX INCREMENT

(Based on information provided by the Boone County Auditor's office.)

Taxes Payable Year 2012 2013 2014 2015 2016 2017 2018-2028

Existing Net Assessed Value $88,673,934 $88,673,934 $88,673,934 $88,673,934 $88,673,934 $88,673,934 $88,673,934

Proposed New Investment 24,650,000 24,650,000 24,650,000 24,650,000

Total Net Assessed Value 88,673,934 88,673,934 88,673,934 113,323,934 113,323,934 113,323,934 113,323,934

Less: Base Assessed Value (27,105,755) (27,105,755) (27,105,755) (27,105,755) (27,105,755) (27,105,755) (27,105,755)

Estimated Incremental Value 61,568,179 61,568,179 61,568,179 86,218,179 86,218,179 86,218,179 86,218,179

Tax Rate (1) $2.3028 $2.3028 $2.3028 $2.3028 $2.3028 $2.3028 $2.3028

Estimated Tax Increment 1,417,790 1,417,790 1,417,790 1,985,430 1,985,430 1,985,430 1,985,430

Less: Circuit Breaker Credit (2) (2,910) (2,910) (2,910) (2,910) (2,910) (2,910) (2,910)

Total Estimated Tax Increment Related Revenue with Circuit Breaker $1,414,880 $1,414,880 $1,414,880 $1,982,520 $1,982,520 $1,982,520 $1,982,520

(1) Represents certified Pay 2012 tax rate for the Town of Zionsville. (2) Portions of some of the properties within the TIF Area are eligible for Circuit Breaker tax credits.

(Subject to the comments in the attached Report dated November 28, 2012 of Umbaugh)

B-14 ZIONSVILLE REDEVELOPMENT AUTHORITY

SCHEDULE OF AMORTIZATION OF $5,040,000 PRINCIPAL AMOUNT OF OUTSTANDING ECONOMIC DEVELOPMENT LEASE RENTAL BONDS OF 2008 (Unaudited)

Total Annual Payment Principal Interest Debt Fiscal Year Lease Date Balance Principal Rate Interest Service Debt Service Rental

2/1/2013 $5,040,000 $120,000 3.30% $108,587.50 $228,587.50 $228,587.50 $231,500 8/1/2013 4,920,000 120,000 3.30% 106,607.50 226,607.50 2/1/2014 4,800,000 125,000 3.45% 104,627.50 229,627.50 456,235.00 462,000 8/1/2014 4,675,000 125,000 3.45% 102,471.25 227,471.25 2/1/2015 4,550,000 130,000 3.60% 100,315.00 230,315.00 457,786.25 463,000 8/1/2015 4,420,000 130,000 3.60% 97,975.00 227,975.00 2/1/2016 4,290,000 130,000 3.75% 95,635.00 225,635.00 453,610.00 459,000 8/1/2016 4,160,000 135,000 3.75% 93,197.50 228,197.50 2/1/2017 4,025,000 135,000 3.90% 90,666.25 225,666.25 453,863.75 459,000 8/1/2017 3,890,000 140,000 3.90% 88,033.75 228,033.75 2/1/2018 3,750,000 140,000 4.00% 85,303.75 225,303.75 453,337.50 459,000 8/1/2018 3,610,000 145,000 4.00% 82,503.75 227,503.75 2/1/2019 3,465,000 150,000 (1) 4.10% 79,603.75 229,603.75 457,107.50 463,000 8/1/2019 3,315,000 150,000 (1) 4.10% 76,528.75 226,528.75 2/1/2020 3,165,000 155,000 (2) 4.25% 73,453.75 228,453.75 454,982.50 460,000 8/1/2020 3,010,000 160,000 (2) 4.25% 70,160.00 230,160.00 2/1/2021 2,850,000 160,000 (3) 4.40% 66,760.00 226,760.00 456,920.00 462,000 8/1/2021 2,690,000 165,000 (3) 4.40% 63,240.00 228,240.00 2/1/2022 2,525,000 170,000 (4) 4.50% 59,610.00 229,610.00 457,850.00 463,000 8/1/2022 2,355,000 175,000 (4) 4.50% 55,785.00 230,785.00 2/1/2023 2,180,000 175,000 (5) 4.60% 51,847.50 226,847.50 457,632.50 463,000 8/1/2023 2,005,000 180,000 (5) 4.60% 47,822.50 227,822.50 2/1/2024 1,825,000 185,000 (6) 4.70% 43,682.50 228,682.50 456,505.00 462,000 8/1/2024 1,640,000 190,000 (6) 4.70% 39,335.00 229,335.00 2/1/2025 1,450,000 190,000 (6) 4.70% 34,870.00 224,870.00 454,205.00 460,000 8/1/2025 1,260,000 200,000 (6) 4.70% 30,405.00 230,405.00 2/1/2026 1,060,000 200,000 (7) 4.85% 25,705.00 225,705.00 456,110.00 462,000 8/1/2026 860,000 210,000 (7) 4.85% 20,855.00 230,855.00 2/1/2027 650,000 210,000 (7) 4.85% 15,762.50 225,762.50 456,617.50 462,000 8/1/2027 440,000 215,000 (7) 4.85% 10,670.00 225,670.00 2/1/2028 225,000 225,000 (7) 4.85% 5,456.25 230,456.25 456,126.25 462,000

Totals $5,040,000 $2,027,476.25 $7,067,476.25 $7,067,476.25 $7,152,500

(1) $300,000 of Term Bonds due August 1, 2019. (2) $315,000 of Term Bonds due August 1, 2020. (3) $325,000 of Term Bonds due August 1, 2021. (4) $345,000 of Term Bonds due August 1, 2022. (5) $355,000 of Term Bonds due August 1, 2023. (6) $765,000 of Term Bonds due August 1, 2025. (7) $1,060,000 of Term Bonds due February 1, 2028.

(Subject to the comments in the attached Report dated November 28, 2012 of Umbaugh)

B-15 ZIONSVILLE REDEVELOPMENT AUTHORITY ZIONSVILLE MUNICIPAL SEWAGE WORKS

SCHEDULE OF AMORTIZATION OF $1,148,000 PRINCIPAL AMOUNT OF OUTSTANDING SEWAGE WORKS REVENUE BONDS OF 2010 (Unaudited) Total Payment Principal Interest Debt Fiscal Year Date Balance Principal Rate Interest Service Debt Service (------In $1,000s------)(%) (------In Dollars------)

01/15/13 $1,148 $28 2.81 $16,129.40 $44,129.40 $44,129.40 07/15/13 1,120 28 2.81 15,736.00 43,736.00 01/15/14 1,092 28 2.81 15,342.60 43,342.60 87,078.60 07/15/14 1,064 29 2.81 14,949.20 43,949.20 01/15/15 1,035 29 2.81 14,541.75 43,541.75 87,490.95 07/15/15 1,006 30 2.81 14,134.30 44,134.30 01/15/16 976 30 2.81 13,712.80 43,712.80 87,847.10 07/15/16 946 30 2.81 13,291.30 43,291.30 01/15/17 916 31 2.81 12,869.80 43,869.80 87,161.10 07/15/17 885 31 2.81 12,434.25 43,434.25 01/15/18 854 32 2.81 11,998.70 43,998.70 87,432.95 07/15/18 822 32 2.81 11,549.10 43,549.10 01/15/19 790 33 2.81 11,099.50 44,099.50 87,648.60 07/15/19 757 33 2.81 10,635.85 43,635.85 01/15/20 724 34 2.81 10,172.20 44,172.20 87,808.05 07/15/20 690 34 2.81 9,694.50 43,694.50 01/15/21 656 34 2.81 9,216.80 43,216.80 86,911.30 07/15/21 622 35 2.81 8,739.10 43,739.10 01/15/22 587 35 2.81 8,247.35 43,247.35 86,986.45 07/15/22 552 36 2.81 7,755.60 43,755.60 01/15/23 516 36 2.81 7,249.80 43,249.80 87,005.40 07/15/23 480 37 2.81 6,744.00 43,744.00 01/15/24 443 37 2.81 6,224.15 43,224.15 86,968.15 07/15/24 406 38 2.81 5,704.30 43,704.30 01/15/25 368 39 2.81 5,170.40 44,170.40 87,874.70 07/15/25 329 39 2.81 4,622.45 43,622.45 01/15/26 290 40 2.81 4,074.50 44,074.50 87,696.95 07/15/26 250 40 2.81 3,512.50 43,512.50 01/15/27 210 41 2.81 2,950.50 43,950.50 87,463.00 07/15/27 169 41 2.81 2,374.45 43,374.45 01/15/28 128 42 2.81 1,798.40 43,798.40 87,172.85 07/15/28 86 43 2.81 1,208.30 44,208.30 01/15/29 43 43 2.81 604.15 43,604.15 87,812.45

Totals $1,148 $294,488.00 $1,442,488.00 $1,442,488.00

(Subject to the comments in the attached Report dated November 28, 2012 of Umbaugh)

B-16 ZIONSVILLE REDEVELOPMENT AUTHORITY

Bennett Parkway 2012 Project

HISTORICAL TAX INCREMENT COLLECTIONS

Year Tax Payable Increment (1)

2001 $0

2002 17,899

2003 49,317

2004 97,118

2005 169,485

2006 228,054

2007 427,063

2008 1,000,431

2009 1,120,869

2010 1,078,045

2011 1,270,547

2012 676,751 (2)

(1) Per the Boone County Auditor's office. (2) Represents the spring distribution only.

(Subject to the comments in the attached Report dated November 28, 2012 of Umbaugh)

B-17 ZIONSVILLE REDEVELOPMENT AUTHORITY

Bennett Parkway 2012 Project

TOP 10 TAXPAYERS

The following is a list of the ten largest property taxpayers located within the Zionsville Economic Development Area, as provided by the Boone County Auditor's office.

2011/2012 Percent of Name NAV Total NAV (1)

Carter Properties Inc. $3,658,200 4.13%

Dow Chemical Company 3,299,900 3.72%

Fanim Properties LLC 3,139,500 3.54%

Harris FLP 3,095,700 3.49%

Old National Bank 2,912,700 3.29%

Sandlian Investments LLC 2,622,700 2.96%

Robert E. Bender Family LP 2,662,100 3.00%

Reindeer Property Management LLC 2,520,600 2.85%

Cedar Street Management LLC 2,190,500 2.47%

ZTMM LLC 2,034,400 2.30%

Totals $28,136,300 31.76%

(1) The total net assessed valutation for the Zionsville Economic Development Area is $88,591,220 for taxes payable in 2012, according to the Boone County Auditor's office.

(Subject to the comments in the attached Report dated November 28, 2012 of Umbaugh)

B-18 APPENDIX C

APPENDIX D

TRUST INDENTURE

between the

ZIONSVILLE REDEVELOPMENT AUTHORITY

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Indianapolis, Indiana, Trustee

Dated as of December 1, 2012

Zionsville Redevelopment Authority $3,400,000 Economic Development Lease Rental Revenue Bonds, Series 2012 (Bennett Parkway Project)

TRUST INDENTURE

THIS TRUST INDENTURE, executed and dated as of the first day of December, 2012, made and entered into between ZIONSVILLE REDEVELOPMENT AUTHORITY, a separate corporate body and politic organized and existing under Indiana Code 36-7-14.5 (the “Authority”), as an instrumentality of the Town of Zionsville, Indiana (the “Town”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., having a designated corporate trust office in the City of Indianapolis, Indiana (the "Trustee"),

WITNESSETH:

WHEREAS, Indiana Code 36-7-14, Indiana Code 36-7-25 and Indiana Code 36-7-14.5, as supplemented and amended (collectively, the “Act”), authorizes and empowers the Authority to issue bonds for the purpose of acquiring, financing, constructing certain local public improvements and leasing local public improvements to the Zionsville Redevelopment Commission (the “Commission”), and vests the Authority with powers that may be necessary to enable it to accomplish such purposes;

WHEREAS, the Authority has entered into a Lease Agreement, dated September 24, 2012 (the “Lease”) with the Commission;

WHEREAS, in accordance with the provisions of the Act, the Authority has determined that it will offer and issue its Economic Development Lease Rental Revenue Bonds, Series 2012, in the aggregate principal amount not to exceed $3,400,000 (the “2012 Bonds”), pursuant to this Indenture for the purpose of acquiring, financing and constructing certain local public improvements along Bennett Parkway (the “Project”), as approved and authorized by the Authority, the Commission and the Town Council;

WHEREAS, the execution and delivery of this Indenture and the issuance of lease rental revenue bonds under the Act as herein provided have been in all respects duly and validly authorized by proceedings duly passed on and approved by the Authority as the issuer of the 2012 Bonds;

WHEREAS, in order to secure the principal of and interest on the 2012 Bonds and the performance of the covenants herein contained, the Authority has in like manner determined to execute and deliver this Indenture which shall be and constitute a mortgage or deed of trust with respect to the real estate herein described, including any facility or other improvements constructed thereon;

WHEREAS, all acts, proceedings and things necessary and required by law and by the bylaws of the Authority to make the 2012 Bonds, when executed by the Authority and authenticated by the Trustee, the valid, binding and legal obligations of the Authority to constitute and make this Indenture a valid and effective deed of trust, have been done, taken and performed, and the issuance, execution and delivery of said bonds, and the

D-2 execution, acknowledgment and delivery of this Indenture have, in all respects, been duly authorized by the Authority in the manner provided and required by law; now therefore.

The Authority, in consideration of the premises covered by the Lease, the purchase of such bonds or issuance of such notes, and other good and lawful consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the punctual payment of the principal and interest of the bonds to be issued and at any time outstanding hereunder as the same shall become due, according to the tenor hereof, and the faithful performance by the Authority of all the covenants and agreements contained in the bonds and in this Indenture and any supplemental Indenture thereto, by these presents does grant, bargain, sell, transfer, assign, demise, release, convey, mortgage, pledge, set over and confirm unto the Trustee, and its successors and assigns, the following properties and also does hereby grant to the Trustee and its successors and assigns a security interest in the following personal property:

Real estate and interests in real estate located in Zionsville, Indiana (the "Real Estate"), the same being more particularly described in Exhibit A hereto attached and made a part hereof; All buildings, structures, additions, improvements and fixtures now or hereafter located on the Real Estate, including all right, title and interest of the Authority in and to all building materials and supplies and plants of every kind and nature whatsoever on said premises or in any public improvement now or hereinafter located thereon, together with all rights in and to land lying in streets, alleys and roads adjoining the Real Estate and all water rights, mineral rights, ditch rights, easements, rights of way, the reversion or reversions, remainder or remainders in and to the Real Estate, and all tenements, hereditaments, appurtenances, rights, privileges and immunities thereunto belonging or appertaining whether now owned or hereafter acquired, however evidenced, used or enjoyed with the Real Estate;

All rights, interests and privileges of the Authority in and to the premises covered by the Lease including, but not limited to, all leases with respect to and rents, revenues and income derived by the Authority from the premises covered by the Lease;

Any and all claims made or insurance proceeds paid for the damage of or destruction to all or any part of the premises covered by the Lease under the policies of insurance required by Sections 6.01 and 6.02 of the Indenture, and any and all awards or compensation made by any governmental or other lawful authority for the taking or damaging by eminent domain of the whole or any part of the premises covered by the Lease, including any awards for a temporary taking, change of grade of streets, or taking of access;

All rights, title and interest of the Authority in and to any and all accounts and deposit accounts held by the Trustee, general intangibles, inventory (including, without limitation, raw materials, work-in-process and finished

D-3

goods) and all other goods (including without limitation, embedded software, equipment, vehicles, furniture and fixtures, and all software and computer programs) now owned or hereafter acquired by the Authority, which were derived from the proceeds of the bonds or from the premises covered by the Lease;

All monies, securities and other property held from time to time by the Trustee under the Indenture, including, without limitation, all monies and securities held in the funds and accounts established under the Indenture, except the Rebate Fund established pursuant to Section 3.04 of the Indenture; and

All proceeds from, products of, additions and improvements to, substitutions for, and replacements and accessions of any and all property, real or personal, described above and all right, title and interest hereinafter acquired in or to any of the property, real or personal, described above.

TO HAVE AND TO HOLD all of said property unto said Trustee and its successors in said trust; and to their assigns forever; in trust, nevertheless, upon the terms and conditions set forth herein for the equal and proportionate benefit, security and protection of all owners of the bonds issued or to be issued under and secured by this Indenture, without preference, priority or distinction as to lien or otherwise by reason of the date of maturity thereof, or for any other reason whatsoever, subject to the provisions of this Indenture.

PROVIDED, HOWEVER, that if the Authority, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of the bonds and the interest due or to become due thereon, at the times and in the manner as set forth in said bonds in accordance with the terms hereof, and shall well and truly keep, perform and observe all covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by the Authority, and shall pay to the Trustee all sums of money due, or to become due to it, in accordance with the terms and provisions hereof, then this Indenture and the rights hereby granted shall cease, determine and be void, and the Trustee, in such case, on demand of the Authority, upon the payment by the Authority to the Trustee of its reasonable fees, costs and expenses, shall execute and deliver to the Authority such deeds, discharges or satisfactions as shall be requisite to discharge the lien hereof and to reconvey to or to revest in the Authority the property hereby conveyed; otherwise, this Indenture to be and remain in full force and effect.

All Bonds issued and secured hereunder are to be issued, authenticated and delivered, and all property hereby mortgaged and pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed; and the Authority has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective owners, from time to time, of the 2012 Bond or any part thereof, as follows, that is to say: (End of Preamble and Granting Clauses)

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ARTICLE I.

Definitions

Section 1.01. The terms defined in this Article I shall, for all purposes of this Indenture, and any indenture supplemental hereto, have the meanings herein specified, unless the context otherwise requires:

(a) "2012 Bonds" shall mean the Zionsville Redevelopment Authority Lease Rental Revenue Bonds, Series 2012 (Bennett Parkway Project).

(b) "Additional bonds" shall mean bonds or Bonds issued pursuant to Section 2.08.

(c) "Affidavit of Completion" shall mean an affidavit executed by the President or Vice-President and Secretary of the Authority or the Lessor Representative, the architect or engineer, and an officer of the Lessee, to the effect that the facility has been completed and is ready for occupancy.

(d) "Authority" shall include and mean the Zionsville Redevelopment Authority, and shall also include any corporation successor thereto by consolidation, merger or purchase.

(e) "Authorized Denomination" shall mean, with respect to the 2012 Bonds, $5,000 or any integral multiple thereof, and with respect to any other series of bonds, such denomination as shall be set forth in a supplemental indenture.

(f) "Bond" or "bonds" shall (unless the context shall otherwise require) mean any bond or bonds, additional bonds or all the bonds, and, as the case may be, any Bond (as defined herein) issued pursuant to this Indenture.

(g) "Code" means the Internal Revenue Code of 1986, as amended, in effect on the date of issuance of the 2012 Bonds, and the applicable regulations or rulings promulgated or proposed thereunder, as of the date of delivery of the 2012 Bonds.

(h) "Commission" shall mean the Zionsville Redevelopment Commission.

(i) "Construction Fund" shall mean the Construction Fund created and established in Section 3.01.

(j) "Costs of Issuance" shall mean all items of expense directly or indirectly payable by or reimbursable to Commission or Authority and related to the authorization, issuance, sale and delivery of the Bonds. D-5

(k) “Debt Service Reserve Requirement” shall mean the maximum annual debt service payment on the 2012 Bonds.

(l) "Indenture" or "this Indenture" shall mean this instrument, either as originally executed or as it may from time to time be supplemented, modified or amended by any supplemental indenture entered into pursuant to the provisions of this Indenture.

(m) "Lease" shall mean the Lease Agreement between the Authority and the Lessee, dated September 24, 2012, under which the Project will be leased.

(n) "Lessee" shall mean the Commission.

(o) "Lessor Representative" shall mean the person or persons appointed as such by resolution of the Authority.

(p) "Operation and Reserve Fund" shall mean the Operation and Reserve Fund created and established in Section 3.03.

(q) "Original Purchasers" shall mean, with respect to the 2012 Bonds.

(r) "Owner" shall mean, with respect to 2012 Bonds, the person in whose name any 2012 Bonds shall be registered.

(s) "Paying Agent" shall mean the Trustee or any bank, banks, trust company or trust companies (singular or plural) other than the Trustee named as successor paying agent at which the principal of the bonds is payable.

(t) "Project" shall mean the acquisition and construction of the Project and related site construction.

(u) "Qualified Investments" shall mean (i) direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America ("United States Treasury Obligations"), (ii) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (iii) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, (iv) Federal Housing Administration debentures, (v) Federal Home Loan Mortgage Authority participation certificates and senior debt obligations (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts), (vi) Farm Credit Bank consolidated system-wide bonds and notes, (vii) Federal Home Loan Banks consolidated debt obligations, (viii) Federal National Mortgage Association senior debt obligations and mortgage-backed securities (excluded are stripped mortgage

D-6 securities which are purchased at prices exceeding their principal amounts), (ix) unsecured certificates of deposit, time deposits and bankers' acceptances of any bank (including the Trustee and its affiliates) the short-term obligations of which are rated "A-I" or better by Standard and Poor's Ratings Group having an original maturity of not more than 360 days, (x) commercial paper (having original maturities of not more than 270 days) rated "A-I" by Standard and Poor's Ratings Group and "Prime-I" by Moody's at the time of purchase, (xi) evidence of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated, (xii) deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation (FDIC) or fully collateralized with governmental securities, including those of the Trustee or any of its affiliates, (xiii) money market funds rated in one of the two highest rating categories by Standard & Poor’s Corporation at the time of purchase, which funds may be funds of the Trustee or its affiliates, including those for which the Trustee or an affiliate performs services for a fee, whether as a custodian, transfer agent, investment advisor or otherwise, (xiv) repurchase and reverse repurchase agreements collateralized with Government Securities, including those of the Trustee of any of its affiliates, (xv) investment deposit agreements constituting an obligation of a bank, as defined by the Indiana Banking Act (including the Trustee and its affiliates), whose outstanding unsecured long-term debt is rated at the time of such agreement in any of the three highest rating categories by any rating agency and (xvi) U.S. dollar denominated deposit accounts, federal funds and bankers' acceptances with domestic banks whose short term certificates of deposit are rated on the date of the purchase in any of the three highest rating categories by any rating agency an maturing no more than 360 days after the date of the purchase.

(v) "Rebate Fund" shall mean the Rebate Fund created and established in Section 3.04 hereof.

(w) "Redemption Date" shall mean the date on which all or a portion of the bonds are called for redemption, as provided in Article IV hereof.

(x) "Redemption price," with respect to the bonds outstanding under this Indenture, shall mean the price at which the bonds are redeemable as set forth in Article IV of this Indenture.

(y) "Registrar" shall mean the Trustee or any bank, banks, trust company or trust companies (singular or plural) other than the Trustee named as successor registrar at which the principal of the bonds is payable.

D-7

(z) "Sinking Fund" shall mean the Sinking Fund created and established in Section 3.02.

(aa) “Supplemental Pledge Resolution” shall mean Resolution No. ____ adopted by the Commission on November 26, 2012.

(bb) "Tax Certificate" shall mean a tax certificate concerning certain matters pertaining to the use of proceeds of the 2012 Bonds, executed and delivered by the Authority on the date of issuance of the 2012 Bonds including all exhibits attached thereto.

(cc) "Treasury" shall mean the United States Department of Treasury.

(dd) "Trustee" shall mean and include not only the Trustee but also its successor or successors in trust.

(ee) Unless the context shall clearly otherwise indicate, words importing the singular number shall include the plural number in each case, and vice versa, and words importing persons shall include firms and corporations, and terms employed in the disjunctive form shall be deemed to be employed also in the conjunctive form and vice versa.

(End of Article I)

D-8

ARTICLE II.

Maturities, Form, Issuance, Delivery and Registration of Bonds

Section 2.01. The principal amount of all 2012 Bonds which may be issued and outstanding under this Indenture shall be $3,400,000 face value, except as permitted by Section 2.08, originally dated the date of delivery, shall be issued in the denomination of $5,000 or any integral multiple thereof, and shall be numbered consecutively from 1 up.

The 2012 Bonds shall mature on February 1 and August 1 on the dates and in the amounts and bear interest at the rates per annum as follows:

[Insert after bond pricing]

*Final Maturity for each Bond.

The interest on the 2012 Bonds is payable semiannually on February 1 and August 1 of each year, beginning August 1, 2013. Interest shall be calculated from the interest payment date next preceding the date of authentication to which interest has been paid unless the bond is authenticated on or before the fifteenth day immediately preceding the first interest payment date, in which case interest shall be paid from the original date, or unless the bond is authenticated after the fifteenth day immediately preceding an interest payment date and on or before such interest payment date, in which case interest shall be paid from such interest payment date. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Section 2.02. The interest on the 2012 Bonds shall be payable by check mailed one business day prior to the interest payment date to registered owners or by wire transfer of immediately available funds on the interest payment date to the depositories shown as registered owners. Payment shall be made to the person or depository in whose name each bond is registered on the fifteenth day preceding such interest payment date. The principal of, and interest on the 2012 Bonds shall be payable by check upon presentation, at the corporate trust office of the Trustee in the City of Indianapolis, Indiana, or by wire transfer of immediately available funds to depositories who present the bonds to the Trustee at least D-9 two (2) business days prior to the payment date. 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 Authority covenants that one (1) business day prior to February 1 and August 1 in each year beginning with August 1, 2014, it will pay to the Trustee an amount sufficient to pay the principal and all interest as it becomes due until all of the 2012 Bonds of this issue shall have been retired.

The Trustee shall be instructed to wire transfer payments by 1:00 p.m. (New York Town time) so that such payments are received at the depository by 2:30 p.m. (New York Town time). If the office location at which principal is payable changes, the Trustee must give notice of such change to the Owners and Original Purchasers by first-class mail fifteen days prior to the principal payment date.

The Trustee shall cancel all bonds surrendered for registration, transfer, exchange, payment, conversion or cancellation and shall dispose of cancelled bonds in accordance with customary practices of the Trustee and applicable record retention requirements.

Section 2.03. Reserved.

Section 2.04. The 2012 Bonds shall be executed by the President or Vice President of the Authority, or a facsimile of the signature of such President or Vice President may be imprinted, engraved or otherwise reproduced thereon, and the corporate seal, if any, shall be imprinted or impressed thereon and attested by a facsimile signature of the Secretary of the Authority. In case the officers who have signed, sealed or caused to be sealed any of said bonds, or whose facsimile signature appears thereon, shall cease to be such officers of the Authority before the bonds shall be duly issued and delivered, such bonds shall, nevertheless, be the bonds of the Authority and in all respects binding and obligatory upon it to the same extent as if signed and sealed by the officers of the Authority at the date of the actual issuance and delivery thereof.

Section 2.05. The 2012 Bonds shall be authenticated by a certificate of the Trustee endorsed thereon in the form hereinafter set forth. Only such 2012 Bonds as shall bear thereon the certificate of the Trustee shall be secured by this Indenture or entitled to any lien or benefit hereunder, and the certificate of the Trustee upon any such bond executed by the Authority shall be conclusive evidence that the bond so authenticated has been duly issued hereunder and is entitled to the benefits of the trust hereby created.

Section 2.06. The form of the 2012 Bonds the Trustee's certificate to be endorsed thereon, and the registration endorsement (with appropriate insertions of amounts and distinguishing numbers and letters), shall be substantially as follows with such modifications as are permitted:

D-10

(Form of 2012 Bonds)

Registered Registered No. R- $ STATES OF AMERICA

State of Indiana County of Boone

TOWN OF ZIONSVILLE REDEVELOPMENT AUTHORITY ECONOMIC DEVELOPMENT LEASE RENTAL REVENUE BONDS, SERIES 2012 (BENNETT PARKWAY PROJECT)

Maturity Interest Maturity Date Amount Rate Date CUSIP

Registered Owner: ______

Principal Sum: THREE MILLION FOUR HUNDRED THOUSAND DOLLARS ($3,400,000)

ZIONSVILLE REDEVELOPMENT AUTHORITY, a separate body corporate and politic duly organized and existing under Indiana Code 36-7-14.5 (the "Authority"), for value received, hereby promises to pay to the Registered Owner (named above) or registered assigns, the Principal Sum set forth above on the Maturity Date set forth on Exhibit A attached hereto (unless this Bond is subject to and shall have been duly called for prior redemption and payment as provided for herein), and to pay interest thereon at the rate per annum set forth on Exhibit A attached hereto from the interest payment date to which interest has been paid next preceding the date of authentication of this Bond unless this Bond is authenticated after the fifteenth day preceding an interest payment date and on or before such interest payment date, in which case it shall bear interest from such interest payment date, or unless this Bond is authenticated on or before January 15, 2013, in which case it shall bear interest from the Original Date, until the principal shall be fully paid, which interest is payable on February 1 and August 1 of each year, beginning on August 1, 2013. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Interest on this Bond is payable by check mailed one business day prior to the interest payment date to registered owners or by wire transfer of immediately available funds on the interest payment date to depositories shown as registered owners. Payment shall be made to the person or depository in whose name this Bond is registered on the fifteenth day preceding such interest payment date. Principal of this Bond is payable by check upon presentation at the designated corporate trust operations office of The Bank of New York Mellon Trust Company, N.A. (the "Trustee"), in the City of Indianapolis, Indiana, or by wire transfer of immediately available funds to depositories who present the Bond to the Trustee at least two business days prior to the payment

D-11 date. The Bonds only needs to be presented to the Trustee upon final maturity. 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 Trustee shall wire transfer payments by 1:00 p.m. (New York Town time) so such payments are received at the depository by 2:30 p.m. (New York Town time).

This Bond is one of an authorized issue of Bonds of the Authority, all of like date, tenor and effect (except as to numbering, denomination and interest rate), in the aggregate principal amount of Three Million Four Hundred Thousand Dollars ($3,400,000), issued under and in accordance with, and all equally and ratably entitled to the benefits of, and ratably secured by a Trust Indenture (the "Indenture"), dated as of December 1, 2012, executed by the Authority and the Trustee, to which reference is hereby made for a description of the property securing the Bond, the rights under the Indenture of the Authority, the owners of the Bond and the Trustee, to all of which the owners hereof, by the acceptance of this Bond, agree. The Indenture permits the issuance of additional parity bonds under the conditions set out in Section 2.08 thereof and allows the Authority to terminate the security of the Indenture for this Bond by establishing a trust fund with the Trustee under the conditions set out in Section 8.04 thereof.

The Authority and the Zionsville Redevelopment Commission (the "Lessee") have designated the issue of Bonds of which this Bond is a part as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986.

Notice of redemption identifying the Bond to be redeemed will be mailed to the registered owners of Bond to be redeemed.

If this Bond is so called for redemption, and payment is made to the Trustee in accordance with the terms of the Indenture, this Bond shall cease to bear interest or to be entitled to the lien of the Indenture from and after the date fixed for the redemption in the call.

In case an event of default, as defined in the Indenture, occurs, the principal of this Bond may become or may be declared due and payable prior to the stated maturity hereof, in the manner, and with the effect, and subject to the conditions provided in the Indenture.

This Bond is transferable at the designated corporate trust operating office of the Trustee, located in the City of Indianapolis, Indiana, upon surrender and cancellation of this Bond and on presentation of a duly executed written instrument of transfer and thereupon a new note or notes of the same aggregate principal amount and maturity and in authorized denominations will be issued to the transferee or transferees in exchange therefor. This Bond may be exchanged upon surrender hereof at the designated corporate trust operations office of the Trustee in the City of Indianapolis, Indiana, duly endorsed by the owner for the same aggregate principal amount of notes of the same maturity in authorized denominations as the owner may request.

The Authority and the Trustee may deem and treat the person in whose name this Bond is registered as the absolute owner hereof.

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This Bond shall not be a valid obligation until duly authenticated by the Trustee, or its successors in trust, by the execution of the certificate endorsed hereon. The owner of this Bond shall have no recourse for its payment against present or future members, officers or directors of the Authority, and such recourse is, by the acceptance of this Bond, expressly waived.

IN WITNESS WHEREOF, THE ZIONSVILLE REDEVELOPMENT AUTHORITY has caused this Bond to be executed in its name and on its behalf by the facsimile signature of its President or Vice President and attested by the facsimile signature of its Secretary.

ZIONSVILLE REDEVELOPMENT AUTHORITY

By: ______

Attest:

______

TRUSTEE'S CERTIFICATE

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

The Bank of New York Mellon Trust Company, N.A., as Trustee

By: ______

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)

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

ASSIGNMENT

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

______please insert social security or other identifying number of assignee

(please print or typewrite name and address of Assignee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ______, Attorney, to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

Signature Guaranteed

NOTICE: Signature(s) must be guaranteed by an NOTICE: The signature to this assignment eligible guarantor institution participating in a must correspond with the name as it appears Securities transfer Association recognized upon the face of the within Bond in every signature guarantee program. particular, without alteration or enlargement or any change whatever.

[End of Bond Form]

Section 2.07. The 2012 Bonds so executed by the Authority and authenticated by the Trustee shall be delivered by the Trustee to the Original Purchasers thereof in the amount, at the times, and upon the payment of the purchase price thereof, as requested in writing by the Secretary of the Authority.

The proceeds of the 2012 Bonds shall be applied as follows:

(a) $______of the proceeds shall be deposited in the 2012 Bond Issuance Expense Account of the Construction Fund.

(b) $ ______of the proceeds shall be deposited into the Debt Service Reserve Fund.

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Section 2.08. Additional bonds may be issued on a parity with the 2012 Bonds subject to the terms and limitations of this section. Additional bonds shall be limited to amounts which can be repaid, along with the 2012 Bonds, from lease rentals paid by the Lessee pursuant to the Lease. The lease rental pursuant to the Lease is limited as stated therein.

Upon the execution and delivery of an appropriate supplement to this indenture, the Authority shall execute and deliver to the Trustee and the Trustee shall authenticate such additional bonds and deliver them as may be directed by the Authority. The supplemental indenture shall specify, as to the additional bonds, the designation, date, interest rate or rates, maturities, redemption provisions, if any, the form of bond and any other appropriate terms. Prior to the delivery by the Trustee of such additional bonds there shall be filed with the Trustee:

(a) an executed counterpart of the supplemental indenture;

(b) a copy, certified by the Secretary of the Authority, of the resolution, adopted by the Authority, authorizing the execution and delivery of such supplemental indenture and such additional bonds;

(c) a request and authorization to the Trustee by the of the Secretary to authenticate and deliver such additional bonds to the purchasers therein identified upon payment to the Trustee of the purchase price thereof, plus accrued interest thereon to the date of delivery, as specified in such request and authorization;

(d) an opinion of an accountant or investment banker, supported by appropriate calculations, stating that the additional bonds can be amortized, along with the 2012 Bonds, from lease rental payments pursuant to the Lease; and

(e) an opinion of recognized bond counsel to the effect that the issuance and sale of the additional bonds will not result in (i) a change in the designation of the 2012 Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Code, or (ii) any outstanding additional bonds becoming includable in the gross income of the owners thereof for federal income tax purposes.

Section 2.09. In case any bond issued under this Indenture shall become mutilated or be destroyed, stolen or lost, then, in the absence of notice to the Trustee that such bond has been acquired by a bona fide purchaser, the Trustee shall certify and deliver in exchange for and in place and upon cancellation of the mutilated bond, or in lieu of and substitution for the same if destroyed, stolen or lost, a new bond of like denomination and tenor, but which, in the discretion of the Trustee, may bear the same or a different serial

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number, be marked "Duplicate," or be otherwise distinguished. In case of any mutilated bond, such mutilated bond shall first be surrendered to the Trustee. In case of destruction, theft or loss, the applicant for a substituted bond shall furnish to the Trustee evidence of the destruction of such bond so destroyed, which evidence must be satisfactory to the Trustee, and said applicant shall also furnish indemnity satisfactory to the Trustee. The Trustee shall have the right to require the payment of the expense of issuing such replacement and for reimbursement for any tax or other governmental charge that may be imposed in relation thereto prior to the delivery of a new bond. In the event that such bond shall have matured, such bond may be paid without surrender thereof or delivery of a new bond.

Section 2.10. The Trustee shall keep, at its designated principal corporate trust office, a record for the registration of bonds issued hereunder which shall, at all reasonable times, be open for inspection by the Authority. Each registered bond shall be transferable only on such record at the principal corporate trust office of the Trustee, at the written request of the registered owner thereof or his attorney duly authorized in writing, upon surrender thereof, together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney.

Section 2.11. The Authority, the Trustee and any Paying Agent may deem and treat the person in whose name any bond issued hereunder shall be registered as the absolute owner of such bond for the purpose of receiving payment of or on account of the principal of said bond, and for all other purposes whatsoever.

Section 2.12. Registered owners of bonds may, upon surrender thereof at the principal corporate trust office of the Trustee with a written instrument of transfer satisfactory to the Trustee, exchange a bond or bonds for a bond or bonds of equal aggregate principal amount of the same maturity and interest rate of any authorized denominations. For every exchange or transfer of bonds, the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The cost of preparing each new bond upon each exchange or transfer, and any other expenses of the Trustee incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be paid by the Authority. The Trustee shall not be obligated to make any transfer or exchange of any bond called for redemption within thirty days of the redemption date.

Section 2.13. The Authority represents that it reasonably expects that tax exempt bonds, warrants and other evidences of indebtedness issued by or on behalf of Lessee and any subordinate entity, including the Authority, during the calendar year 2012 will be less than $10,000,000 in principal amount. The Authority hereby designates the 2012 Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Code, relating to the disallowance of 100% of the deduction for interest expense allocable to tax-exempt obligations acquired by financial institutions after August 7, 1986.

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Section 2.14. The Authority has determined that the 2012 Bonds may be held by physical possession by the purchasers thereof. If, however, at any time subsequent to the original date of authentication of the 2012 Bonds, the Authority and the holders of the 2012 Bonds determine that the 2012 Bonds shall be held by a central depository system pursuant to an agreement between the Authority and The Depository Trust Company and have transfers of the 2012 Bonds affected by book-entry on the books of the central depository system, then the 2012 Bonds outstanding at such time shall be issued in the form of a separate single authenticated fully registered 2012 Bond for the aggregate principal amount of each separate maturity of the 2012 Bonds outstanding at such time.

With respect to the 2012 Bonds registered in the register kept by the Paying Agent in the name of CEDE & CO., as nominee of The Depository Trust Company, the Authority and the Paying Agent shall have no responsibility or obligation to any other holders or owners (including any beneficial owner ("Beneficial Owner") of the 2012 Bonds with respect to (i) the accuracy of the records of The Depository Trust Company, CEDE & CO., or any Beneficial Owner with respect 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 2012 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 2012 Bonds except as otherwise provided herein.

No person other than The Depository Trust Company shall receive an authenticated 2012 Bond evidencing an obligation of the Authority to make payments of the principal of and premium, if any, and interest on the 2012 Bonds pursuant to the Indenture. The Authority 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 2012 Bonds for the purpose of (i) payment of the principal of and premium, if any, and interest on such 2012 Bonds; (ii) giving notices of redemption and other notices permitted to be given to Bondholders with respect to such 2012 Bonds; (iii) registering transfers with respect to such 2012 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 2012 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 Authority's and the Paying Agent's obligations with respect to principal of and premium, if any, and interest on the 2012 Bonds to the extent of the sum or sums so paid. Upon delivery by The Depository Trust Company to the Authority 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 Indenture shall refer to such new nominee of The Depository Trust Company. Notwithstanding any other provision hereof to the contrary, so long as any 2012 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 2012 Bonds and all notices with respect to such 2012 Bonds shall be made and given, respectively, to The Depository

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Trust Company as provided in a representation letter from the Authority to The Depository Trust Company.

Upon receipt by the Authority 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 2012 Bonds shall no longer be restricted to being registered in the register of the Authority 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 2012 Bonds shall designate, in accordance with the provisions of the Indenture.

If the Authority determines that it is in the best interest of the Bondholders that they be able to obtain certificates for the fully registered 2012 Bonds, the Authority 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 2012 Bonds. In such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the 2012 Bonds as requested by The Depository Trust Company and any Beneficial Owners in appropriate amounts, and whenever The Depository Trust Company requests the Authority and the Registrar to do so, the Registrar and the Authority 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 2012 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 2012 Bonds.

If the 2012 Bonds shall no longer be restricted to being registered in the name of a depository trust company, the Registrar shall cause the 2012 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 2012 Bonds printed until it shall have received from the Authority 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 Authority or the Registrar with respect to any consent or other action to be taken by Bondholders, the Authority 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 2012 Bonds are registered in the name of The Depository Trust Company or CEDE & CO. or any substitute nominee, the Authority 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 2012 Bonds or from The Depository

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Trust Company on behalf of such Beneficial Owners stating the amount of their respective beneficial ownership interests in the 2012 Bonds and setting forth 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 Indenture and the Authority 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 2012 Bonds, together with the dollar amount of each Beneficial Owner's interest in the 2012 Bonds and the current addresses of such Beneficial Owners.

(End of Article II)

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ARTICLE III.

Funds and Investments

Section 3.01. There is hereby established and created a fund designated as the "Zionsville Redevelopment Authority Construction Fund." The Construction Fund shall consist of the 2012 Construction Account, and the 2012 Bond Issuance Expense Account. The Trustee shall deposit the amount provided by Section 2.07 in the 2012 Bond Issuance Expense Account. The Authority hereby agrees and covenants that the total amount of the 2012 Bonds proceeds and interest earnings used to pay the Costs of Issuance shall not exceed two percent (2%) of the principal amount as provided by the Code. The Trustee shall pay the Costs of Issuance of the 2012 Bonds from such Account upon the presentation of either (i) a resolution of the Authority identifying to whom payment is due and the amount of such payment or (ii) a Disbursement Request Form, similar in form to Exhibit B, executed by any officer of the Authority or the Lessor Representative stating the character of the expenditure, the amount thereof, and to whom due, together with a statement of the creditor as to the amount owing. Upon the filing with the Trustee of an affidavit of any officer of the Authority or the Lessor Representative that all expenses of issuance of bonds have been paid or March 1, 2013, whichever occurs first, any funds remaining in such Account shall be transferred by the Trustee to the 2012 Construction Account to be used for capital expenditures.

The Trustee shall deposit all proceeds not required to be deposited in the 2012 Bond Issuance Expense Account and the Debt Service Reserve Fund into the 2012 Construction Account. The Trustee shall apply the 2012 Construction Account to the cost of construction, renovation and equipment of the public improvements on the real estate described in Exhibit A, including, but not limited to, the following items:

(a) Obligations incurred for labor and to contractors, builders and materialmen in connection with the improvement of the public improvements;

(b) The cost of acquiring the real estate herein before described;

(d) Interest accruing on all obligations of the Authority during the period of construction;

(e) The cost of all indemnity and surety bonds required by this Indenture, the fees and expenses of the Trustee and any Paying Agent during construction, and premiums on insurance during construction;

(f) Architects, engineers, construction managers and attorneys expenses; and

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(g) All other incidental costs incurred in connection with the cost of construction and equipment of the public improvements.

All payments from the 2012 Construction Account shall be made by the Trustee upon presentation of architect's, engineer's or design criteria developer's certificates of work completed and materials furnished, approved in writing by any officer of the Authority or the Lessor Representative, or in the case of any items not subject to certification by the architect, engineer or design criteria developer, then upon the presentation of an affidavit executed by any officer of the Authority or the Lessor Representative, stating the character of the expenditure, the amount thereof, and to whom due, together with the statement of the creditor as to the amount owing.

The Authority shall furnish to the Trustee at the time of the first lease rental payment the Affidavit of Completion and an affidavit executed by the President or Vice-President and Secretary of the Authority to the effect that the property of the Authority is free of all liens, encumbrances and claims whatsoever, excepting only current taxes not in default, this Indenture, the Lease and liens or potential liens arising from disputed claims of contractors and work to be repaired as setout therein.

After the Affidavit of Completion and for up to three years following the date of delivery of the 2012 Bonds, the Authority may use moneys in the 2012 Construction Account in excess of 150% of any disputed claims of contractors for the purposes authorized by Section 5.12(c), as long as the Authority continues to comply with the Code. The Trustee shall have no responsibility to see that the Construction Fund is properly applied, except as herein specifically provided.

Upon the date which is 30 months after the delivery of the 2012 Bonds, if any proceeds or interest earnings remain in the 2012 Construction Account, the Trustee shall provide written notice to the Authority, the Commission and the Original Purchasers of such balance.

Section 3.02. There is hereby established and created a fund designated as the “Zionsville Redevelopment Authority Sinking Fund.” The Sinking Fund shall consist of the 2012 Sinking Account (the “Sinking Account”). The Trustee shall deposit in the Sinking Account from each rental payment received by the Trustee pursuant to the Lease, an amount equal to the following, whichever is less:

(a) All of such rental payment attributable to the 2012 Bonds; or

(b) An amount which, when added to the amount in the Sinking Account on the deposit date equals the sum of the following amounts:

(1) Unpaid interest on the 2012 Bonds due on, before or within twenty (20) days after the date such rental payment becomes due;

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(2) Unpaid principal of the 2012 Bonds or mandatory sinking fund redemption due on, before or within twenty (20) days from the date such rental payment becomes due.

The Sinking Account shall be invested at a yield at or below the Sinking Fund Yield.

Any portion of a rental payment remaining after such deposit and any receipts from sales of personal property shall be deposited by the Trustee in the Debt Service Reserve Fund if the balance in that fund is less than the Debt Service Reserve Requirement until the balance equals the Debt Service Reserve Requirement and thereafter any additional remaining rental payments shall be deposited into the Operation and Reserve Fund. The Trustee shall from time to time pay from the Sinking Account the principal of the bonds at maturity or upon mandatory redemption and the interest on the bonds as the same falls due. Moneys deposited in the Sinking Account from the Construction Fund shall be the first moneys applied to all interest payments until the amount deposited from the Construction Fund and earnings attributable thereto have been exhausted.

Section 3.03. (a) There is hereby established and created a fund designated as the “Zionsville Redevelopment Authority Debt Service Reserve Fund” and shall be funded from the proceeds of the 2012 Bonds and legally available cash on hand in the amount of the Debt Service Reserve Requirement.

(b) If on any Interest Payment Date or Principal Payment Date there shall exist a deficiency in the Sinking Account, the Trustee shall transfer from the Debt Service Reserve Fund to the Sinking Account an amount equal to such deficiency. The Trustee shall draw first on any cash or investments held therein for purposes of paying such deficiency.

(c) The Borrower may pay to the Trustee sums for deposit to the Debt Service Reserve Fund. Concurrently with any such deposit, the Trustee shall transfer to the appropriate Sinking Fund Account from the Debt Service Reserve Fund the amount by which the sum of moneys and the value of investments on deposit in the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement. The amount transferred to the Sinking Fund Account shall not exceed the amount required to provide therein for the payment of principal on the Bonds due whether by maturity or mandatory redemption.

(d) If a portion of the Bonds are refunded, the Trustee shall apply amounts from the Debt Service Reserve Fund which are in excess of the Debt Service Reserve Requirement (computed taking into account the Bonds being refunded) at the written direction of the Authority.

(e) If funds in the Debt Service Reserve Fund are used to pay principal of or interest on the Bonds, the depletion of the balance in the Debt Service Reserve Fund shall be restored from (i) any lease rentals payments made to the Authority but not needed under Section 3.2, (ii) other legally available funds of the Commission made to the Authority, (iii) other available tax increment of the

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Commission paid to the Authority, or (iv) funds generated from the levy of an ad valorem special benefits tax by the Commission and paid to the Authority which such special benefits tax shall remain in place until the Debt Service Reserve Fund is restored, as authorized and pledged by the Commission to the Authority pursuant to the Supplemental Pledge Resolution.

Section 3.04. There is hereby established and created a fund designated as the "Zionsville Redevelopment Authority Operation and Reserve Fund." The Operation and Reserve Fund shall be used only to pay necessary incidental expenses of the Authority (e.g. Trustees fees, accounting fees, appraisals, meetings, costs of rebate calculations, reports, and deposits to the Rebate Fund), the payment of any rebate or penalty as authorized by Section 3.05, the payment of principal, interest and redemption premiums of the bonds upon redemption as authorized in Article IV hereof or the purchase price of bonds purchased as authorized by Section 3.08, the cost of the Lessee complying with any Continuing Disclosure Undertaking required in connection with the issuance of bonds under this Indenture, and if the amount in the Sinking Fund at any time is less than the required amount, the Trustee shall, without any further authorization, transfer funds from the Operation and Reserve Fund to the Sinking Fund in an amount sufficient to raise the amount in the Sinking Fund to the required amount. Such action by the Trustee shall not constitute a waiver of any other right or remedy the Trustee may have under this Indenture. Incidental expenses shall be paid by the Trustee upon the presentation of an affidavit executed by any officer of the Authority or the Lessor Representative stating the character of the expenditure, the amount thereof, and to whom due, together with the statement of the creditor as to the amount owing, except Trustee fees which may be taken from this account without presentation of an affidavit.

Section 3.05. There is hereby established and created a fund designated as the "Zionsville Redevelopment Authority Rebate Fund." If, in order to maintain the exclusion of interest on any bonds issued under this Indenture, other than the 2012 Bonds, from gross income for federal income tax purposes, the Authority is required to rebate portions of investment earnings to the United States of America, the Authority shall annually, beginning no later than four (4) years following the date of issuance, compute or cause to be computed the amount required to be so rebated and shall provide the Trustee with a copy of such calculation. In the alternative, the Authority may elect to pay the penalty required by Section 148(f)(4)(C)(vii) of the Code. In that event, the Authority shall compute or cause to be computed each six (6) months, the amount of such penalty and provide the Trustee with a copy of such calculation. In either event, the Trustee shall deposit the amount so calculated in the Rebate Fund from the Construction Fund, the Operation and Reserve Fund or investment earnings on the Sinking Fund. The Trustee shall pay rebates or penalties in lieu of rebate from the Rebate Fund in the amount and on the dates as directed in writing by the Authority or nationally recognized bond counsel as required by Section 148 of the Code. Such payments shall be made by the Trustee from amounts on deposit in the Rebate Fund as directed in writing by the Authority. If subsequent calculations conclude that excessive transfers have been made to the Rebate Fund, the amount of the excess may be transferred to the Fund or Account as directed by the Authority in writing.

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The Authority and Trustee are entitled to rely solely on the calculation as authority for and the amount of any transfer.

Section 3.06. All funds shall be invested and reinvested by the Trustee in Qualified Investments as directed in writing by any officer of the Authority or the Lessor Representative. In the absence of such written direction, all funds shall be invested and reinvested by the Trustee without further direction or authority in Qualified Investments defined in Section 1.01(y)(xiii) and having a maturity date of thirty (30) days or less. All investment earnings during construction shall be deposited in the applicable Construction Account of the Construction Fund. After the filing of the Affidavit of Completion, the Trustee shall allocate interest earnings to the fund or account from which moneys were used to make the investment. Funds invested for the Sinking Accounts and Rebate Fund shall mature prior to the time the funds invested will be needed for payment of principal of or mandatory sinking fund redemption and interest on the bonds or rebate or penalty to the United States of America. The Trustee is authorized to sell any securities, as directed by the Authority in writing, so acquired from time to time in order to make required payments from a particular fund or account. Moneys in the Construction Fund, Sinking Fund and Rebate Fund shall be invested without restriction as to yield during an applicable temporary period pending their use as described in the tax and arbitrage certificates of the Authority delivered in connection with the issuance of the bonds. The yield shall be computed as required by applicable provisions of the Code and Internal Revenue Service regulations and shall be set forth in the Authority's tax and arbitrage certificates. The Trustee shall be entitled to rely upon the Authority's tax and arbitrage certificates as to the accuracy of the facts stated therein, including the yield on the bonds.

The Trustee is not responsible for losses on any investments. Although the Authority recognizes that it may obtain a broker confirmation at no additional cost, the Authority hereby agrees that confirmations of permitted investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month.

Section 3.07. Reserved.

Section 3.08. At the request of the Authority, expressed by a resolution of the Authority, and a copy thereof certified by the Secretary and delivered to the Trustee, the Trustee may remove funds from the Operation and Reserve Fund to be used for the redemption of bonds or for the purchase of bonds if the Authority determines that the purchase of bonds would be advantageous to the Authority.

(End of Article III)

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ARTICLE IV.

Redemption of Bonds

Section 4.01. The 2012 Bonds maturing on February 1, 2021 and thereafter, are redeemable prior to maturity at the option of the Authority, in whole or in part, in any order of maturity as determined by the Authority and by lot within maturities, on August 1, 2020, or any date thereafter, at face value plus accrued interest to the date fixed for redemption and without any redemption premium.

Section 4.02. Reserved.

Section 4.03. If less than all of the bonds are called for redemption at one time, the bonds shall be redeemed in such order of maturity as the Authority shall direct, and by lot within maturity. Each Five Thousand Dollars ($5,000) in aggregate 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 redemption on the same date, the Trustee shall select in such equitable manner as the Trustee may determine the bonds for optional redemption before selecting bonds in such equitable manner as the Trustee may determine for the mandatory sinking fund redemption.

Section 4.04. To evidence its intention to exercise the right of optional redemption of any bonds provided in Section 4.01, the Authority shall, not less than forty-five (45) days (or such lesser period which is acceptable by the Trustee) prior to the date selected for redemption, file with the Trustee written notice of its intention to redeem, designating the date fixed for redemption, and if less than all of the outstanding bonds are to be redeemed stating the aggregate principal amount of bonds which the Authority desires to redeem. No failure or defect in such notice by the Authority to the Trustee shall affect the validity of the redemption of any bonds.

Section 4.05. Official notice of redemption shall be mailed by first class mail by the Trustee to the Owners as of the date of mailing said notice of all bonds to be redeemed, not more than sixty (60) days nor less than thirty (30) days prior to the date fixed for redemption. Said notice shall, with substantial accuracy:

Each notice of redemption shall contain all of the following information:

(1) the date of such notice;

(2) the name of the bonds and the date of issuance of the bonds;

(3) the redemption date;

(4) the redemption price, if available;

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(5) the dates of maturity of the bonds to be redeemed;

(6) (if less than all of the bonds of any maturity are to be redeemed) the distinctive numbers of the bonds to be redeemed;

(7) (in the case of bonds redeemed in part only) the respective portions of the principal amount of the bonds of each maturity to be redeemed;

(8) the CUSIP number, if any, of each maturity of the bonds to be

(9) a statement that such bonds must be surrendered by the Owners at the Principal Corporate Trust Office of the Paying Agent, or at such other place or places designated by the Paying Agent;

(10) notice that further interest on such bonds, if any, will not accrue after the designated redemption date; and

(11) any condition to such redemption, including, but not limited to the cure provision described in Section 4.09 hereof.

Such redemption notices may state that no representation is made as to the accuracy or correctness of the CUSIP numbers provided therein or on the bonds.

In all cases, the cost and expenses of the preparation and mailing of said notices of redemption shall be paid by the Authority, including those under Sections 4.06, 4.08, 4.09 and 4.10. No failure or defect in the notice of redemption by the Trustee with respect to a particular bond shall affect the validity of the redemption of any other bond.

Section 4.06. A certificate of the Trustee that notice of call and redemption has been given to Owners shall be conclusive as against all parties. The actual receipt by the Owner of any bond or any other party of notice of redemption shall not be a condition precedent to redemption, and failure to receive such notice, or any defect in the notice given, shall not affect the validity of the proceedings for the redemption of such bonds or the cessation of interest, if any, on the date fixed for redemption.

When notice of redemption has been given substantially as provided for herein, and when the redemption price of the bonds called for redemption is set aside for the purpose as described in this Article, the bonds designated for redemption shall become due and payable on the specified redemption date and interest, if any, shall cease to accrue thereon as of the redemption date, and upon presentation and surrender of such bonds at the place specified in the notice of redemption, such bonds shall be redeemed and paid at the redemption price thereof out of the money provided therefor. The Owners of such bonds so called for redemption after such redemption date shall look for the payment of such bonds and the redemption premium thereon, if any, only to the Sinking Fund or the escrow fund

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established for such purpose. All bonds redeemed shall be cancelled forthwith by the Trustee and shall not be reissued.

Section 4.07. Reserved.

Section 4.08. If the amount necessary to redeem any bonds called for redemption shall have been deposited with the Trustee or any Paying Agent for the account of the Owner or Owners of such bonds on or before the date specified for such redemption, and if the notice shall have been duly mailed or provision satisfactory to the Trustee shall have been made for the mailing of such notice, and if all proper charges and expenses of the Trustee in connection with such redemption shall have been paid or provided for, the Authority shall be released from all liability on such bonds and such bonds shall no longer be deemed to be outstanding hereunder, and interest thereon shall cease at the date specified for such redemption; and thereafter such bonds shall not be secured by the lien of this Indenture. The Trustee shall be privileged to give notice of any call for redemption, but shall not be required to do so unless the amount necessary to redeem the bonds called and to pay all proper charges of the Trustee shall have been deposited with, paid to, or otherwise made available to the Trustee. In case any question shall arise as to whether any such notice shall have been sufficiently given or any such redemption shall be effective, such question shall be decided by the Trustee, and the decision of the Trustee shall be final and binding upon all parties in interest.

The Authority, the Trustee and the Commission shall have no responsibility or liability in connection with any failure on the part of a Owner, or failure on the part of a nominee of a beneficial Owner of a bond to notify the beneficial Owner of the bond so affected, and such failure shall not affect the validity of the redemption of such bond.

Section 4.09. In addition to the foregoing official notice, further notice shall be given by the Trustee as set out below, but no defect in any notice nor any failure to give all or any portion of any notice shall in any manner defeat the effectiveness of a call for redemption if official notice thereof is given as above prescribed:

(a) Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (i) the CUSIP numbers of all bonds being redeemed; (ii) the date of issue of the bonds as originally issued; (iii) the rate of interest borne by each bond being redeemed; (iv) the maturity date of each bond being redeemed; and (v) any other descriptive information needed to identify accurately the bonds being redeemed.

(b) Each further notice of redemption shall be sent at least thirty-five (35) days before the redemption date by registered or certified mail or overnight delivery service to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the bonds (such depository now being The Depository Trust Company of New York, New York) and to one or more national information services that disseminate notices of

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redemption of obligations such as the bonds (such as Standard and Poor's Rating Group or Moody's Investors Service).

(c) Upon the payment of the redemption price of bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the bonds being redeemed with the proceeds of such check or other transfer.

Section 4.10. In addition to the foregoing official notice, further notice of redemption shall be given by the Trustee within sixty (60) days after the redemption date to the owner of each bond called for redemption who has not submitted such bonds for payment as of the thirtieth day following the redemption date.

(End of Article IV)

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ARTICLE V.

Covenants of the Authority

Section 5.01. The Authority covenants and agrees that it will faithfully do and perform, and at all times faithfully observe, any and all covenants, undertakings, stipulations and provisions contained in each and every bond issued hereunder, and will duly and punctually pay or cause to be paid the principal of said bonds and the interest thereon, at the times and places, and in the manner mentioned in said bonds, according to the true intent and meaning thereof.

Section 5.02. The Authority covenants that it will promptly make, execute and deliver all indentures supplemental hereto, or otherwise, and take all such action as may reasonably be deemed, by the Trustee or by its counsel, necessary or advisable for the better securing of any bonds issued hereunder, or for better assuring and confirming to the Trustee the mortgaged property or any part thereof. The Authority covenants that it will cause this Indenture and any indenture supplemental hereto to be duly recorded, re-recorded, filed and re-filed, at the times and in the places now or hereafter required by law for the proper maintenance of the priority of the lien hereof.

Section 5.03. The Authority covenants that, except as to that part of the mortgaged property which may hereafter be acquired by it, the Authority is now well seized of the mortgaged property, subject only to current taxes, and has good right, full power and lawful authority to make this Indenture and subject all of the mortgaged property to the lien hereof, in the manner and form herein respectively contained or intended, and that it has and will preserve good and indefeasible title to all such property, and will warrant and defend the same to the Trustee against the claims of all persons whatsoever.

Section 5.04. The Authority covenants that it will promptly, and before they shall become delinquent, payor cause to be paid all lawful taxes, charges and assessments at any time levied or assessed upon or against the mortgaged property, or any part thereof, or upon the use of the same, or upon the income or profits thereof, and all license fees, franchise and corporation taxes and other like statutory charges; provided, however, that no such tax, charge or assessment shall be required to be paid so long as the validity of the same shall be in good faith contested by the Authority; further, that it will not suffer any lien or charges equal or prior to the lien hereby created to be enforced or to exist against the mortgaged property or any part thereof, except the lien of current taxes not yet due; that it will not commit or suffer any waste of said property; and that it will at all times operate the property and keep and maintain said property and all buildings, structures, apparatus and appurtenances thereon or thereof in good repair, working order and condition, and will from time to time make all needful and proper repairs, renewals and replacements.

Section 5.05. The Authority covenants that until all indebtedness secured by this Indenture is fully paid, it will maintain its corporate existence, paying all license or other D-29

fees and making all returns necessary for that purpose; that it will not do or suffer to be done anything whereby its corporate existence or its right to hold the mortgaged property might in any way be questioned; and that it will faithfully observe and comply with the terms of all applicable laws and ordinances of the State of Indiana and any political or municipal subdivision thereof.

Section 5.06. If the Authority should at any time fail to pay in part any applicable tax, assessment or other charge upon the mortgaged property, or any part thereof, or fail to pay promptly when payable any license fee, franchise or corporation tax, or like statutory charge, the Trustee may but is not required to, without obligation to inquire into the validity thereof, pay such tax, assessment, fee or other charge, but without prejudice to the rights of the Trustee arising hereunder in consequence of such default, and the amount of every payment so made at any time by the Trustee, with interest thereon from the date of payment at a rate per annum equal to the Trustee's prime lending rate in effect at the time plus 2% per annum, whether or not then outstanding, from the date of payment, shall constitute an additional indebtedness of the Authority secured by the lien of this Indenture, prior or paramount to the lien hereunder of any of said bonds and the interest thereon.

Section 5.07. The Authority covenants that proper books of record and account will be kept in which full, true and correct entries will be made of all dealings or transactions of or in relation to the properties, business and affairs of the Authority, and that it will:

(a) At such times as the Trustee shall reasonably request, furnish statements in reasonable detail showing the earnings, expenses and financial condition of the Authority.

(b) From time to time furnish to the Trustee such information as to the property of the Authority as the Trustee shall reasonably request.

(c) On or before the expiration of one-hundred twenty (120) days after the completion of the building, furnish to the Trustee a full report, certified by an officer of the Authority or the Lessor Representative, covering the operations of the Authority to the completion of construction, and showing the earnings and expenses for such period, and the assets, liabilities and financial condition of the Authority at the expiration of such period. Such financial reports shall be available at all reasonable times for the inspection of any Owner or his authorized agent.

If the Authority shall fail to obtain and furnish such report, the Trustee may, in its discretion, procure an audit and report, and pay for the same from the Operation and Reserve Fund, unless there are not sufficient funds in said Fund, in which case all moneys paid by the Trustee for such audit and report, together with interest thereon from the date of payment at a rate per annum equal to the Trustee's prime lending rate in effect at the time plus 2% per annum, whether or not then outstanding, shall be repaid by the Authority upon demand, and shall constitute an additional indebtedness of the Authority secured by the lien of this Indenture, prior

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and paramount to the lien hereunder of said bonds and interest thereon. The Trustee, however, shall not be obligated to obtain such audit and report unless fully indemnified against the expense thereof and furnished with means therefor.

(d) On or before the expiration of ninety (90) days after the end of each calendar year in which taxes are assessed against the mortgaged property, file with the Trustee a certificate signed by its President or a Vice President, and Secretary or the Lessor Representative, stating that all taxes then due on the obligated property have been duly paid (unless the Authority shall, in good faith, contest any of said taxes, in which event the facts concerning such contest shall be set forth); also stating that all insurance premiums required by the terms of the Indenture to be paid by the Authority upon the mortgaged property have been duly paid, and that all reports have been filed and fees paid to maintain the Authority in good standing as required by law.

The Authority further covenants that all books, documents and vouchers relating to the properties, business and affairs of the Authority shall at all times be open to the inspection of such accountants or other agents as the Trustee may from time to time designate.

Upon the request of any Owner, the Authority will request from the Lessee the current financial statements of the Lessee for review by the Owner.

Section 5.08. In order to preserve the exclusion of interest on the 2012 Bonds from gross income for federal income tax purposes and as an inducement to purchasers of the 2012 Bonds, the Authority represents, covenants and agrees that:

(a) No 2012 Bond proceeds will be loaned to any nongovernmental entity or person. No 2012 Bond proceeds will be transferred, directly or indirectly, or deemed transferred to a nongovernmental person in any manner that would in substance constitute a loan of the bond proceeds.

(b) The Authority will, to the extent necessary to preserve the exclusion of interest on the 2012 Bonds from gross income for federal income tax purposes, rebate all required arbitrage profits on 2012 Bond proceeds or other moneys treated as 2012 Bond proceeds or pay the penalty in lieu of rebate to the United States of America and will set aside such moneys in the Rebate Fund to be held by the Trustee in trust for such purpose.

(c) The Authority will not take any action nor fail to take any action with respect to the 2012 Bonds that would result in the loss of the exclusion from gross income for federal income tax purposes of interest on the 2012 Bonds pursuant to Section 103 of the Code, nor will the Authority act in any other manner which would adversely affect such exclusion.

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(d) Notwithstanding the covenants set forth in this section, failure to comply with such covenants shall not constitute an Event of Default under Article VIII hereof as long as the 2012 Bonds are redeemed as provided in Article IV hereof.

Section 5.09. Reserved.

Section 5.10. The Authority covenants that it will not guarantee, endorse or otherwise become surety for or upon the indebtedness of others except by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, and that it will not sell its accounts receivable.

Section 5.11. The Authority covenants that it will not acquire any property, real or personal, subject to an existing mortgage or other encumbrance, except as permitted by

Section 5.12. Except as permitted by Section 2.08, the Authority covenants that it will not incur any indebtedness other than the 2012 Bonds unless such additional indebtedness is payable solely from income of the Authority other than rental payments provided for in the Lease.

Section 5.13. The Authority covenants that the proceeds of the 2012 Bonds shall be used for the following purposes in the following order of priority:

(a) The payment of the balance, if any, of the purchase price of the real estate herein specifically described;

(b) To the payment of the cost of construction and equipping of the public infrastructure on said real estate in accordance with the provisions of Section 5.14 hereof. The cost of construction shall include but not be limited to the items set forth in Section 3.01 hereof.

(c) Any balance in excess of one hundred fifty percent (150%) of the amount of any disputed claims of contractors and work to be repaired remaining after the completion of such building in accordance with Section 5.14 hereof may be obligated within a period of one (l) year thereafter for anyone or more of the following purposes upon written request of the Lessee:

(l) For the purchase of equipment for said public improvement facility;

(2) For the purchase of real estate or buildings or facilities;

(3) For the improvement of said public improvement facility or for the improvement of any real estate which is subject to the mortgage hereof; or

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(4) For the improvement of any building or facility or for the improvement of any real estate which is owned or operated by the Lessee.

Section 5.14. The Authority covenants that it has entered into a valid and binding Lease of the mortgaged property to the Lessee, and that a full, true and correct copy of said Lease is on file with the Trustee. The Authority further covenants that, upon the receipt by the Trustee of the proceeds of the bonds secured hereby, it will forthwith proceed to construct the building on the mortgaged property in accordance with the plans and specifications referred to in the Lease, and will complete such construction with all expedition practicable in accordance with such plans and specifications, together with such changes therein as may be authorized by the Authority pursuant to this section.

The Authority further covenants that prior to the filing of the Affidavit of Completion it will not authorize, approve or permit any changes to be made in such plans and specifications unless all of the following conditions exist:

(a) The proposed changes in the plans and specifications are approved in writing by the Lessee, and, if such proposed changes, together with all other changes previously made, will increase the original cost of construction of said building in an amount exceeding One Hundred Thousand Dollars ($100,000), then by the Original Purchaser of the Bond, or if the purchaser is more than one investment house, by the manager of such syndicate;

(b) The proposed changes in the plans and specifications will not alter the character of the public improvements and related facility nor reduce the value thereof; and

(c) The proposed changes in the plans and specifications will not result in an increase in the cost of construction of said public improvement facility exceeding the amount of the uncommitted funds of the Authority on hand which are not required for the completion of the facility in accordance with the plans and specifications adopted prior to the execution of said Lease, interest on the bonds during the construction period, and the payment of the incidental expenses incurred in connection with said project.

Prior to the completion of the public improvements in accordance with the provisions of this section, performance of additional construction work or the purchase of equipment not specified in the Lease or incorporated therein by reference to the plans and specifications shall be deemed a change or modification in the plans and specifications subject to the requirements of this section and Sections 5.08 and 5.09 hereof.

Except for changes made in the plans and specifications pursuant to this section, the Authority covenants that it will not agree to any modification of the terms of the Lease which would substantially impair or reduce the security of the Owners of the bonds described herein or agree to a reduction of the lease rental provided for therein until all

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indebtedness secured by this Indenture is fully paid, other than in connection with a partial or total refunding of any of the bonds, except upon compliance with the provisions of Section 11.02. The Authority further covenants that any modification permitted by this paragraph will be made only after a copy thereof has been filed with the Trustee and the Original Purchasers.

Section 5.15. The Authority covenants and agrees that upon any default or insufficiency in the payment of lease rental as provided in the Lease, it will immediately file a claim with the Treasurer of the State of Indiana, file a suit to mandate the appropriation of sufficient funds and the levy of a tax sufficient to raise sufficient funds, and pursue any other remedy permitted by law and necessary to collect and enforce the payment of such rentals. The Authority further appoints the Trustee and each Owner its attorney-in-fact, each authorized, acting alone, jointly or severally, to file such claims in its name, or provided the Trustee consents thereto, in the name of the Trustee, or in both such manners, and appoints the Trustee to file such suits and to pursue such remedies.

Section 5.16. The Authority covenants that the proceeds from the sale of the 2012 Bond, proceeds received from lease rentals payable according to the Lease, any other amounts received by the Authority in respect to property directly or indirectly financed with any proceeds of such 2012 Bond, and proceeds from interest earned on the investment and reinvestment of such proceeds and amounts, shall not be invested or otherwise used in a manner which would cause such 2012 Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code or any of the applicable regulations pertaining thereto. Any such investment or other use by the Trustee shall comply with Section 148 of the Code and such regulations or rules pertaining to said Section 148, as may be applicable and any restrictions stated in the arbitrage certificate of the Authority. The Trustee shall be entitled to rely upon the tax and arbitrage Certificates as to the accuracy of the facts stated therein.

Section 5.17. The Town, the Commission and the Authority have designated the issue of the 2012 Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986.

(End of Article V)

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ARTICLE VI.

Insurance

Section 6.01. The Authority covenants that during the construction of the Project referred to in the Lease, it will carry or will cause other persons to carry for its benefit the following kinds of insurance:

(a) Builder’s risk insurance in the amount of one hundred percent (100%) of the insurable value of such Project against physical loss or damage thereto, however caused, with such exceptions as are ordinarily required by insurers of buildings or facilities of a similar type. Such insurance shall be carried in completed value form.

(b) Bodily injury and property damage insurance naming the Authority as an insured against claims for damages for bodily injury, including accidental death, as well as claims for property damages which may arise from such construction. Such insurance shall be carried for not less than the following limits of liability for the policies indicated:

Combined bodily injury insurance, including accidental death, and property damage insurance in an amount not less than One Million Dollars ($1,000,000) on account of one occurrence; or, in the alterative,

Bodily injury insurance in an amount not less than One Million Dollars ($1,000,000) for injuries, including accidental death, to anyone (1) person, and in an amount not less than One Million Dollars ($1,000,000) on account of one (1) accident; and

Property damage insurance in an amount not less than Five Hundred Thousand Dollars ($500,000) on account of anyone (1) accident and in an amount not less than Five Hundred Thousand Dollars ($500,000) in the aggregate during each policy period, each of which shall be not longer than one (1) year.

The Authority further covenants that all contracts for the construction of said Project will or do require the contractor to carry such insurance as will protect the contractor from liability under the Indiana Worker’s Compensation and Worker’s Occupational Diseases Acts. Certificates of the insurance coverage required under Subsections (a) and (b) of this Section shall be furnished to the Trustee.

Section 6.02. The Authority covenants that, after the completion of such Project, it will carry or cause to be carried:

(a) Insurance on the mortgaged property against physical loss or damage hereto, however caused, with such exceptions as are ordinarily required by insurers of buildings or public infrastructure facilities of a similar type and location, D-35

which insurance shall be in an amount equal to the lesser of (i) one hundred percent (100%) of the full replacement cost of the mortgaged property, or (ii) the redemption price of the outstanding bonds on the effective date of such insurance as certified by the Lessor Representative; and

(b) Rent or rental value insurance in an amount equal to the full rental value of the mortgaged property for a period of two (2) years against physical loss or damage of the type insured against under Section 6.02(a) above.

Section 6.03. Such insurance policies shall be maintained in good and responsible insurance companies rated "A" or better by A.M. Best Company (or a comparable rating service if A.M. Best Company ceases to exist or rate insurance companies), and shall be countersigned by an agent of the insurer who is a resident of the State of Indiana. A copy of such policies or a certificate of insurance for each policy and the certificates referred to in Section 6.02(a) and (b) shall be deposited with the Trustee. Upon the request of the Trustee or the Original Purchasers of the bonds issued hereunder, the Authority shall furnish to the Original Purchasers of the bonds issued hereunder a copy of each certificate deposited with the Trustee. On or before April 1 of each year, the Authority or the Lessee shall cause its insurance agent to furnish to the Trustee and the Original Purchasers, if applicable, a schedule of all such policies which were in force on the first day of such year and a letter which states that said policies comply with the Authority's requirements provided in Sections 6.01 and 6.02 hereof. Such schedule shall contain the names of the insurers, the amounts of each policy, the character of the risk insured against, the risks excluded by each policy, the expiration date of each policy, the premium paid thereon, and any other pertinent data. The Trustee may rely on such schedules and letter.

Section 6.04. In case the Authority shall at any time refuse, neglect or fail to obtain and furnish such certificate or to effect insurance as aforesaid, the Trustee may, in its discretion, procure such certificate and/or such insurance, and all moneys paid by the Trustee for such certificate and/or insurance, together with interest thereon from the date of payment at a rate per annum equal to the Trustee's prime lending rate in effect at the time plus 2% per annum, whether or not then outstanding, shall be repaid by the Authority upon demand, and shall constitute an additional indebtedness of the Authority secured by the lien of this Indenture, prior and paramount to the lien hereunder of said bonds and interest thereon. The Trustee, however, shall not be obligated to effect such insurance unless fully indemnified against the expense thereof and furnished with means therefor.

Section 6.05. The insurance policies required by Section 6.01(a) and Section 6.02(a) and 6.02(b) shall be for the benefit, as their interests shall appear, of the Trustee, the Authority, and other persons having an insurable interest in the insured property. Such policies shall clearly indicate that any proceeds under the policies relative to the mortgaged property shall be payable to the Trustee, and the Trustee is hereby authorized to demand, collect and receipt for and recover any and all insurance moneys which may become due and payable under any of said policies of insurance and to prosecute all necessary actions in the courts to recover any such insurance moneys. The Trustee may, however, accept any

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settlement or adjustment which the officers of the Authority may deem it advisable to make with the insurance companies.

Section 6.06. The proceeds of such insurance received by the Trustee shall be applied to the repair, replacement or reconstruction of the damaged or destroyed property. Such proceeds shall be held and disbursed by the Trustee in the manner and upon the showings provided for in Section 3.01 hereof, except that the Trustee may release such proceeds, or a part thereof, upon a showing not unsatisfactory to the Trustee that repairs have been made and paid for.

Section 6.07. In the event the Authority shall not commence to repair or replace the mortgaged property so damaged or destroyed within ninety (90) days after any such loss or damage, or the Authority, having commenced such work of repair or replacement, shall abandon or fail diligently to prosecute the same, the Trustee may, in its discretion, make or complete such repairs or replacements, and if it shall elect so to do, may enter upon said premises to any extent necessary for the accomplishment of such purposes, but nothing herein contained shall obligate the Trustee to make or complete any such repairs or replacements unless it shall have been requested to do so by the owners of not less than twenty-five percent (25%) in aggregate principal amount of all bonds outstanding hereunder, and shall have been indemnified to its satisfaction against all loss, damage and expense which it might thereby incur.

Section 6.08. In case the Authority shall neglect, fail or refuse to proceed forthwith in good faith with the repair or replacement of the mortgaged property which shall have been so destroyed or damaged, and such negligence, failure or refusal shall continue for one hundred twenty (120) days, the Trustee, upon receipt of the insurance moneys, shall (unless the Trustee proceeds to make the repairs or replacements of the destroyed or damaged property as above provided) apply such proceeds in the following manner:

(a) If the proceeds are sufficient to redeem all of the then outstanding bonds and such bonds are then subject to redemption, the Trustee shall apply the proceeds to the redemption of such bonds in the manner provided in Article IV of this Indenture, and with the same force and effect as if such redemption had been made at the option of the Authority.

(b) If the proceeds are not sufficient to redeem all of the then outstanding bonds, or if such bonds are not then subject to redemption, the Trustee shall apply the proceeds to the payment of the outstanding bonds in the manner provided by Section 7.11 hereof in the case of proceeds from the sale of the mortgaged property,

Section 6.09. If, at any time, the mortgaged property is totally or substantially destroyed and the amount of insurance money received on account thereof by the Trustee is sufficient to redeem or defease all of the then outstanding bonds hereunder, in the case of

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redemption, and such bonds are then subject to redemption, the Authority, with the written approval of the Commission, may direct the Trustee to use said moneys for the purpose of calling for redemption all of the bonds issued and then outstanding under this Indenture at the then current redemption price or defeasing all of the bonds issued or then outstanding under this Indenture.

Section 6.10. In the event of any reconstruction of any building or public infrastructure constituting part of the mortgaged property after substantially total destruction thereof, a new building or buildings on the mortgaged premises may be constructed by the Authority in accordance with plans and specifications which must be satisfactory to the Lessee thereof, and such new public infrastructure or buildings may be wholly different in design or construction so long as the utility of the property is not impaired.

Section 6.11. The Trustee may accept the statements, affidavits and certificates hereinabove in this Article VI provided to be filed with the Trustee, as evidence of the facts therein stated, but the Trustee (although under no obligation so to do) may, at the expense of the Authority, require further or other evidence of such matters and may rely on the report or opinion of such architect, engineer, other person, or counsel, as it may select for the purpose of making an investigation thereof.

(End of Article VI)

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ARTICLE VII.

Remedies in Case of Default

Section 7.01. If any of the following events occurs, it is hereby defined as and is declared to be and to constitute an "event of default":

(a) Default in the due and punctual payment of the interest on any bonds hereby secured and outstanding;

(b) Default in the due and punctual payment of the principal of any bond hereby secured, whether at the stated maturity thereof, or upon proceedings for the redemption thereof, or upon the maturity thereofby declaration as hereinafter provided;

(c) Except as provided in Section 5.08(d) hereof, default in the performance or observance of any other of the covenants or agreements of the Authority in this Indenture or in any supplemental indenture, or in the bonds, contained, and the continuance thereof for a period of sixty (60) days after written notice thereof to the Authority by the Trustee;

(d) If the Authority: (1) admits in writing its inability to pay its debts generally as they become due; (2) files a petition in bankruptcy; (3) makes an assignment for the benefit of its creditors; or (4) consents to or fails to contest the appointment of a receiver or trustee for itself or of the whole or any substantial part of the mortgaged property;

(e) If the Authority: (1) is adjudged insolvent by a court of competent jurisdiction; (2) is adjudged as bankrupt on a petition in bankruptcy filed against the Authority; or (3) is appointed a receiver or trustee of the Authority, or of the whole or any substantial part of the mortgaged property, without the consent of the Authority by an order, judgment or decree by any court of competent jurisdiction; and any of the aforesaid adjudications, orders, judgments or decrees shall not be vacated, set aside or stayed within sixty (60) days from the date of entry thereof;

(f) If any judgment shall be recovered against the Authority or any attachment or other court process issue that shall become or create a lien upon any of its property, and such judgment, attachment, or court process shall not be discharged or effectually secured within sixty (60) days;

(g) If the Authority shall file a petition under the provisions of the U.S. Bankruptcy Code, as amended (the "Bankruptcy Code") or file answer seeking the relief provided in the Bankruptcy Code;

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(h) If a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against the Authority under the provisions of the Bankruptcy Code, and such judgment, order or decree shall not be vacated or set aside or stayed within one hundred twenty (120) days from the date of the entry thereof;

(i) If, under the provisions of any other law now or hereafter existing for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of the mortgaged property, and such custody or control shall not be terminated within one hundred twenty (120) days from the date of assumption of such custody or control;

(j) Failure of the Authority to bring suit to mandate the governing board or officials of the Lessee to levy a tax to pay the rental provided in the Lease referred to in Article V, or such other action to enforce the Lease as is reasonably requested by the Trustee, if such rental is more than sixty (60) days in default;

(k) If the lease rental provided for in the Lease is not paid within sixty (60) days after each date it is due.

Section 7.02. In the case of the happening and continuance of any of the events of default specified in Section 7.01, then in any such case the Trustee, by notice in writing mailed to the Authority, may, and upon written request of the Owners of twenty-five percent (25%) in principal amount of the bonds then outstanding hereunder shall declare the principal of all bonds hereby secured and then outstanding, and the interest accrued thereon, immediately due and payable, and upon such declaration such principal and interest shall thereupon become and be immediately due and payable; subject, however, to the right of the owners of fifty-one percent (51%) in principal amount of all such outstanding bonds, by written notice to the Authority and to the Trustee, to annul each declaration and destroy its effect at any time before any sale hereunder if, before any such sale, all agreements with respect to which default shall have been made shall be fully performed and all such defaults be cured, and all arrears of interest, if any, upon all bonds outstanding hereunder and the reasonable expenses and charges of the Trustee, its agents and attorneys, and all other indebtedness secured hereby, except the principal of any bonds not then due by their terms and interest accrued thereon since the then last interest payment date, shall be paid or the amount thereof shall be paid to the Trustee for the benefit of those entitled thereto.

Section 7.03. If default occurs with respect to the payment of principal or interest due hereunder, interest shall be payable on overdue principal and overdue interest both at the highest rate of interest on any of the bonds when sold, whether or not then outstanding.

Section 7.04. Upon the occurrence of one or more events of default, the Authority, upon demand of the Trustee, shall forthwith surrender to the Trustee the actual possession of, and it shall be lawful for the Trustee by such officer or agent as it may appoint with or

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without process of law to take possession of, all the mortgaged property and to hold, operate and manage the same, and from time to time to make all needful repairs and such extensions, additions or improvements as to the Trustee or its agent shall seem wise; and to receive the rents, revenues, issues, earnings, income, profits and proceeds thereof and out of the same to pay all proper costs and expenses of so taking, holding and managing the same, including reasonable compensation to the Trustee, its agents and counsel, any charges of the Trustee hereunder, any taxes and assessments and other charges prior to the lien of this Indenture which the Trustee or its agent may deem it wise to pay, and all expenses in connection therewith; and to apply the remainder of the moneys so received by the Trustee, first, to the payment of the installments of interest which are due and unpaid in the order of their maturity, and next, if the principal of said bonds is due, to the payment of the principal thereof and the accrued interest thereon pro rata, without any preference or priority whatsoever except as aforesaid. Whenever all that is due upon such bonds and installment of interest and under any of the terms of this Indenture shall have been paid, and all defaults made good, the Trustee shall surrender possession to the Authority, its successors or assigns, but the same right of entry shall exist upon any subsequent default. The Trustee shall be under no obligation, however, to act under this Section 7.04 unless, in the exercise of its discretion, it is willing to do so.

Section 7.05. Upon the occurrence of anyone or more events of default, the Trustee, by such officer or agent as it may appoint, with or without entry, may, if at the time such action shall be lawful, sell all the mortgaged property as an entirety, or in such parts or parcels as the owners of fifty-one percent (51%) in principal amount of the bonds outstanding hereunder shall in writing request, or in the absence of such request as the Trustee may determine, at public auction at some convenient place in Zionsville, Indiana, or at such other place or places as may be required by law, after having first given notice of such sale by publication in at least one (1) daily newspaper of general circulation published in Zionsville, Indiana, at least once a week for four (4) weeks next preceding such sale, and any other notice which may be required by law. The Trustee may from time to time adjourn such sale in its discretion by announcement at the time and place fixed for such sale without further notice, and upon such sale the Trustee may make and deliver to the purchaser or purchasers good and sufficient deeds or other instruments of conveyance or transfer of the property sold.

Section 7.06. In case of the happening and continuance of any of the events of default specified in Section 7.01, the Trustee may, and shall upon the written request of the owners of at least twenty-five percent (25%) in principal amount of the bonds then outstanding hereunder and upon being indemnified to its reasonable satisfaction, proceed to protect and enforce its rights and the rights of the owners of the bonds by suit or suits in equity or at law, or in any court of competent jurisdiction, whether for specific performance of any covenant or agreement contained herein or in aid of any power herein granted, or for any foreclosure hereof or hereunder, or for the enforcement of any other appropriate legal or equitable remedy.

No remedy by the terms of this Indenture conferred upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy, but each and every such

D-41 remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by statute.

No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein; and every such right or power may be exercised from time to time and as often as may be deemed expedient.

Section 7.07. In case of an event of default hereunder and upon the filing of judicial proceedings to enforce the rights of the Trustee and of the Owners hereunder, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver of the mortgaged property and of the rents, revenues, issues, earnings, income and proceeds thereof pending such proceedings, with such powers as the court making such appointment shall confer, whether or not the mortgaged property shall be deemed sufficient ultimately to satisfy the indebtedness hereby secured.

Section 7.08. Upon any sale made either under the power of sale hereby given, or under judgment or decree in any judicial proceedings for foreclosure, or otherwise for the enforcement of this Indenture, any Owner or Owners or the Trustee may bid for and purchase the mortgaged property or any part thereof, and upon compliance with the terms of sale, may hold, retain, possess and dispose of such property in his, their or its absolute right, without further accountability, and any purchaser at any such sale may, in paying the purchase motley, turn in any of the bonds or claims for interest or other indebtedness outstanding hereunder in lieu of cash to the amount which shall, upon distribution of the net proceeds of such sale, be payable thereon. Said bonds, in case the amount so payable thereon shall be less than the amount due thereon, shall be returned to the owners thereof after being appropriately stamped to show partial payment.

Section 7.09. Upon any sale made either under the power of sale hereby given or under judgment or decree in any judicial proceedings for the foreclosure or other enforcement of this Indenture, the receipt of the Trustee or of the officer making such sale shall be sufficient discharge to the purchaser or purchasers for the purchase money, and such purchaser or purchasers shall not, after paying such purchase money and receiving such receipt, be obliged to see to the application of such purchase money.

Section 7.10. Any sale made either under the power of sale hereby given or under judgment or decree in any judicial proceedings for foreclosure or other enforcement of this Indenture shall, to the extent then permitted by law, operate to divest all right, title and interest, either at law or in equity of the Authority of, in and to the property so sold, and be a perpetual bar both at law and in equity against the Authority, its successors and assigns, and all persons claiming from, through or under the Authority.

Section 7.11. Notwithstanding anything herein to the contrary, all moneys received by the Trustee pursuant to any right given or action taken under the provisions of

D-42 this Article, the proceeds of any sale made either under the power of sale hereby given or under judgment or decree in any judicial proceedings for the foreclosure or other enforcement of this Indenture, together with any other amounts of cash which may then be held by the Trustee as a part of the mortgaged property, shall be applied as follows:

(a) To the payment of all costs and expenses of sale, and of all costs of the suit or suits wherein such sale may have been ordered, including all reasonable fees and expenses of the Trustee, all moneys paid or advanced by the Trustee with interest thereon from the date of payment at a rate per annum equal to the Trustee's prime lending rate in effect at the time plus 2% per annum, and all reasonable fees and expenses of any receiver or receivers appointed therein, together with reasonable attorneys' and agents' fees of the Trustee, and all costs of advertising and conveyance;

(b) To the payment of all other expenses of the trust hereby created, including all moneys paid or advanced by the owners of any bonds secured hereby, for taxes, tax deed, assessments, abstracts, repairs, insurance, mechanic's and other liens on the mortgaged property, or otherwise, in connection with the management or administration of the trusts hereby created, with interest thereon from the date of payment at a rate per annum equal to the Trustee's prime lending rate in effect at the time plus 2% per annum, from the date or dates paid or advanced;

(1) Unless the principal of all the bonds shall have become or shall have been declared due and payable, all such moneys shall be applied:

FIRST -- To the payment to the persons entitled thereto of all installments of interest, if any, then due and payable on the bonds, in the order in which such installments of interest became due and payable, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege; and

SECOND -- To the payment to the persons entitled thereof of the unpaid principal of any of the bonds which shall have become due and payable (other than bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), in the order of their due dates, and, if the amount available shall not be sufficient to pay in full bonds due on any particular date, together with such interest, then to the payment, ratably, according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege.

(2) If the principal of all the bonds shall have become due or shall have been declared due and payable, all such moneys shall be first applied to the payment of the principal and interest, if any, then due and

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unpaid on all of the bonds, without preference or priority of principal over interest or of interest over principal or of any installment of interest over any other installment of interest or of any bond over any other bond, ratably, according to the amounts due respectively for principal and interest, to the person entitled thereto, without any discrimination or privilege.

(3) If the principal of all the bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled, then, subject to the provisions of subsection (2) of this Section if the principal of all the bonds shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of subsection (1) of this Section.

(c) Any surplus thereof remaining, to the Authority, its successors or assigns, or to whosoever may be lawfully entitled to receive the same.

Section 7.12. In case of a default on its part, as aforesaid, to the extent that such rights may then lawfully be waived, neither the Authority, nor anyone claiming through or under it, shall or will set up, claim or seek to take advantage of any appraisement, stay, or valuation laws now or hereafter in force in any locality where any of the mortgaged property may be situated, in order to prevent or hinder the enforcement or foreclosure of this Indenture, or the absolute sale of the mortgaged property, or the final and absolute putting into possession thereof, immediately after such sale, of the purchaser or purchasers thereof, but the Authority, for itself and all who may claim through or under it hereby waives, to the extent that it lawfully may so do, the benefit of such laws and all rights of appraisement to which it may be entitled under the laws of the State of Indiana. And the Authority, for itself and all who may claim through or under it, waives any and all rights to have the estates comprised in the security intended to be created hereby marshaled upon any foreclosure of the lien hereof, and agrees that any court having jurisdiction to foreclose such lien may order the sale of the mortgaged property as an entirety or otherwise.

Section 7.13. All rights of action under this Indenture or under any of the bonds, including the right to file and prove a claim in any receivership, insolvency, bankruptcy, or other similar proceedings for the entire amount due and payable by the Authority under this Indenture, may be enforced by the Trustee without the possession of any of the bonds or the production thereof in any trial or other proceeding relating thereto, and any suit or proceeding instituted by the Trustee shall be brought in its name as Trustee, and any recovery shall be for the equal benefit of the owners of the outstanding bonds.

Section 7.14. It is hereby declared and agreed, as a condition upon which each successive owner of all or any such bonds receives and holds the same, that no owner or owners of any such bond shall have the right to institute any proceeding in law or equity for the foreclosure of this Indenture, or for the appointment of a receiver, or for any other remedy under this Indenture, without first giving notice in writing to the Trustee of the occurrence and continuance of an event of default as aforesaid, and unless the owners of at least twenty-five percent (25%) in principal amount of the then outstanding bonds shall

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have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, and without also having offered to the Trustee adequate security and indemnity against the costs, expenses and liabilities to be by the Trustee incurred therein or thereby; and such notice, request, and offer of indemnity may be required by the Trustee as conditions precedent to the execution of the powers and trusts of this Indenture or to the institution of any suit, action or proceeding at law or in equity for the foreclosure hereof, for the appointment of a receiver, or for any other remedy hereunder, or otherwise, in case of any such default as aforesaid; it being understood and intended that no one or more owners of the bonds shall have any right in any manner whatsoever, to affect, disturb or prejudice the lien of this Indenture by his or their action, 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 outstanding bonds. Notwithstanding any other provisions of this Indenture, the right of any owner of any bond to receive payment of the principal of and interest on such bond on or after the respective due dates therein expressed, or to institute suit for the recovery of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such owner.

Section 7.15. No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any bond hereby secured, or because of the creation of any indebtedness hereby secured, shall be had against any incorporator, member, officer, director or employee, present or future, of the Authority or of any successor corporation, either directly or through the Authority, by the enforcement of any assessment or by any legal or equitable proceeding or by virtue of any statute or otherwise; it being expressly agreed and understood that this Indenture and the obligations hereby secured are solely corporate obligations, and that no personal liability whatever shall attach to or be incurred by such incorporators, members, officers, directors or employees of the Authority, or of any successor corporation, or any of them, because of the incurring of the indebtedness hereby authorized, or under or by reason of any of the obligations, covenants or agreements contained in this Indenture, or in any of the bonds hereby secured, or implied therefrom; and that any and all personal liability of every name and nature, and any and all rights and claims against every such incorporator, member, officer, director or employee, whether arising at common law, or in equity, or created by statute or constitution, are hereby expressly released and waived as a condition of, and as a part of the consideration for, the execution of this Indenture and the issuance of bonds and interest obligations secured hereby.

Section 7.16. The Trustee may waive any Event of Default hereunder and its consequences and rescind any declaration of acceleration. In case of any such waiver or rescission or in case any proceeding taken by the Trustee under this Indenture on account of any such Event of Default are discontinued or abandoned for any reason, or are determined adversely, then and in such case the Trustee and the Owners shall be restored to their former positions, rights, and obligations hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Event of Default, or impair any right

D-45 consequent thereon, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been undertaken.

(End of Article VII)

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ARTICLE VIII.

Possession Until Default, Defeasance, Payment, Release

Section 8.01. Unless an event of default as in Article VII hereof defined shall have occurred, and unless such default shall have continued beyond the period of grace, if any, therein provided, the Authority shall be suffered and permitted to remain in full possession, enjoyment and control of all of the mortgaged property, except money which is expressly required to be deposited or pledged with the Trustee or any Paying Agent hereunder, and shall be permitted to manage, operate and lease the same, and, subject always to the provisions hereof, to receive, receipt for, take, use and dispose of all income, revenues, rents, issues and profits thereof.

Section 8.02. While in possession of the mortgaged property and not in default hereunder, the Authority shall have the right at all times, as proper management of the business of the Authority may require, to alter, change, add to, repair or replace any of the property constituting a part of the mortgaged property, provided that the Authority shall, and hereby covenants at all times to, maintain and preserve the value of the mortgaged property from substantial impairment or reduction so that the security of the bonds issued hereunder shall not thereby be substantially impaired or reduced.

Section 8.03. The Trustee shall at all times have full power and authority, to be exercised in its own discretion and not otherwise, to release from the lien and operation of this Indenture, in such manner and subject to such conditions as the Trustee shall deem proper, such portion of the mortgaged property now owned, or which shall at any time be acquired or held for the use of the Authority, as shall have become unfit or unnecessary for use, but any and all new or other property of the classes covered by this Indenture, which may be acquired in substitution for mortgaged property so released, shall by virtue and force hereof become and be, immediately upon the acquisition thereof, subject to the lien and operation of these presents, without any new conveyance or transfer or other act or proceeding whatsoever; and the proceeds from all such sales of mortgaged property which shall not be invested in other property subject to the lien of this Indenture, within ninety (90) days after the receipt thereof, shall be deposited in the Operation and Reserve Fund. Transactions under the provisions of this Section shall be covered by such requests and reports in writing as the Trustee may require. All releases granted and consents given by the Trustee under this Section shall be in writing, and copies of the same shall be retained by the Trustee and be open to inspection by owners of the bonds secured hereby. A certified copy of the resolution adopted by the Authority relative to the disposal of mortgaged property found to be unfit or unnecessary for use, shall be conclusive in favor of the Trustee as to the truth of the matters therein recited.

Section 8.04. If, when the bonds secured hereby 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 bonds for redemption shall have been given by the D-47

Authority to the Trustee, and the whole amount of the principal and the interest and the premium, if any, so due and payable upon all of the bonds 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, shall be held by the Trustee (or the Paying Agents) for such purpose under the provisions of this Indenture, and the Trustee shall have received a verification report from an independent certified public accountant, and provision shall also be made for paying all Trustee’s and Paying Agents’ fees, legal fees and expenses and other sums payable hereunder by the Authority, then and in that case the right, title and interest of the Trustee shall thereupon cease, determine and become void. Upon any such termination of the Trustee's title, on demand of the Authority, the Trustee shall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Authority, and shall turn over to the Authority or to such officer, board or body as may then be entitled by law to receive the same any surplus in the Sinking Fund created by Section 3.02 hereof and in the Operation and Reserve Fund created by Section 3.03 hereof and all balances remaining in any other fund or accounts other than moneys and obligations held for the redemption or payment of bonds. If (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 interest on which when due will provide sufficient moneys, shall be held by the Trustee in trust for the payment of the whole amount of the principal and the interest, if any, upon these bonds under the provisions of the Indenture, and provision shall also be made for paying all Trustee's fees and expenses related thereto and other sums payable under the provisions of the Indenture by the Authority, the bonds shall not be outstanding, and the registered owners of bonds shall be entitled to payment of any principal or interest from such funds and income of such securities held by Trustee and not from the Sinking Fund or the Authority.

All moneys and obligations held by the Trustee (or the Paying Agents) pursuant to this Section shall be held in trust and said moneys and the principal and interest of said obligations when received, applied to the payment, when due, of the principal and the interest and the premium, if any, of the bonds so called for redemption.

Section 8.05. Any bond not presented at the proper time and place for payment shall, within the meaning of this Indenture, be deemed to be fully paid when due if the money necessary to discharge the principal amount thereof and all interest then accrued and unpaid thereon (and the premium required in case of redemption before maturity) is held by the Trustee or any Paying Agent when or before the same become due. The registered owner of any such bond shall not be entitled to any interest thereon after the maturity thereof nor to any interest upon money so held by the Trustee or any Paying Agent. If any bond is not presented for payment within four years following the date when such bond becomes due, whether by maturity, upon redemption or otherwise, the Trustee upon the request of the Authority shall repay to the Authority the funds theretofore held by the Trustee for payment of such bond, and such bond shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of the Authority, and the registered owner thereof shall be entitled to look only to the Authority for payment, and

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then only to the extent of the amount so repaid, and the Authority shall not be liable for any interest thereon and shall not be regarded as a trustee of such money.

Section 8.06. This Indenture and the rights and privileges hereunder of the Trustee and the Owners are specifically made subject and subordinate to the rights and privileges of the Lessee set forth in the Lease. The Lessee shall be suffered and permitted to possess, use and enjoy the mortgaged premises so as to carry out its obligations under the Lease.

Section 8.07. The Authority may at any time deliver to the Trustee a deed to the Leased Premises conveying the Leased Premises to the Lessee. The Trustee agrees to hold any such deed in escrow pending the final payment of the bonds and the expiration of the Lease at which time the Trustee agrees to deliver the deed, without any further direction or authority, to the Lessee.

(End of Article VIII)

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ARTICLE IX.

Merger, Consolidation or Sale

Section 9.01. Nothing in this Indenture contained shall prevent any consolidation or merger of the Authority with or into, or any conveyance or transfer subject to this Indenture of all the mortgaged property as an entirety to, any other corporation; provided, however, that such consolidation, merger, conveyance or transfer shall be upon such terms as in no respect to impair the lien of this Indenture or any of the rights or powers of the Trustee or the Owners hereunder; and provided further, that upon any such consolidation, merger, conveyance or transfer, the due and punctual payment of the principal of and interest on all such bonds, according to their tenor, and the due and punctual performance and observance of all the terms and covenants and conditions of this Indenture and of the Lease to be kept or performed by the Authority shall be assumed by the corporation formed by such consolidation or into which such merger shall have been made, or to which such mortgaged property shall have been so conveyed and transferred; and such corporation shall also, forthwith, execute and deliver to the Trustee and record a proper instrument whereby such corporation shall assume the due and punctual payment of the principal of and interest on the bonds secured hereby, and the performance of all the covenants and conditions to be performed by the Authority under this Indenture and said Lease.

(End of Article IX)

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ARTICLE X.

Concerning the Trustee

Section 10.01. The Trustee hereby accepts the trusts of this Indenture upon the following terms and conditions, to which the parties and the registered owners of said bonds agree, and no implied covenants or obligations shall be read into this Indenture against the Trustee;

(a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If any Event of Default shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and shall 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 own affairs. The Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.

(b) After completion of construction of the buildings, the Trustee shall annually prepare a financial report covering all funds of the Authority and shall furnish a copy to the Authority and, if requested in writing, to the Original Purchasers of the bonds.

(c) The Trustee shall be under no obligation to see to the filing or recording of this Indenture or any indenture supplemental hereto, and may authenticate and deliver the bonds in accordance with the provisions hereof prior to the filing or recording of this Indenture.

(d) The Trustee makes no representation as to the value or condition of the Trust Estate or any part thereof, or as to the validity or sufficiency of this Indenture or of the Bonds. The Trustee shall not be accountable for the use or application of any Bonds or the proceeds thereof or of any money paid to or upon the Authority under any provision of this Indenture.

(e) The Trustee shall be entitled to compensation (including reimbursement for reasonable fees, advances and charges of the Trustee) for all services rendered in the execution of the trusts hereby created, and may employ agents, attorneys and counsel in the execution of such trusts; and the compensation of the Trustee, as well as the compensation of its attorneys and counsel and of such persons as it may employ in the administration or management of the trusts hereunder, and all other expenses necessarily incurred or actually disbursed hereunder, the Authority agrees to pay to the Trustee on demand. In the event that it should become necessary for the Trustee to perform extraordinary services, or if the D-51

Trustee is made a party to litigation pertaining to this Indenture or institutes interpleader proceedings relative hereto, the Trustee shall be entitled to reasonable extra compensation therefor and to reimbursement for reasonable and necessary extraordinary expenses in connection therewith; provided that if such extraordinary services or extraordinary expenses are occasioned by the gross negligence or willful misconduct of the Trustee it shall not be entitled to compensation or reimbursement therefore. In the event of a default in the payment of principal or interest on the bonds, the Trustee shall have a lien on the mortgaged property and on all funds in the hands of the Trustee with right to payment prior to payment of amounts representing principal, premium, if any, or interest with respect to the Bonds for the foregoing advances, fees, costs and expenses incurred and unpaid, which are not held in trust for any specific purpose in priority to the rights and claims of the registered owners of said bonds. The Trustee shall be entitled to payment and reimbursement for the fees and charges to the Trustee as Paying Agent and as Registrar for the Bonds.

(f) The Trustee shall not be responsible in any manner for:

(1) The validity, execution, acknowledgment, filing or recording of this Indenture or any indenture supplemental hereto, or the refiling or rerecording thereof;

(2) For any recitals, covenants or agreements of the Authority in said bonds or herein contained, except to pay from the Operation and Reserve Fund expenses incurred by the Authority to enable it to comply with its covenants contained herein;

(3) For the amount, value or description of the mortgaged property, or the fixing or continuance thereof of the lien hereof;

(4) For the default or misconduct of any agent or employee appointed by it, if such agent or employee shall have been selected with reasonable care, or for anything done by it in connection with this trust, except for its willful misconduct or gross negligence;

(5) For the consequence of any act done in good faith;

(6) For any actions taken by the Trustee in accordance with the opinion of counsel employed by the Trustee;

(7) For the loss of any money caused by the insolvency, act, default or omission of any Paying Agent; or

(8) For any loss suffered in connection with any investments made by it in accordance with this Indenture.

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(g) The Trustee shall be under no obligation to keep advised or informed as to whether the Authority is in default under any of the terms or covenants of this Indenture; and unless and until the Trustee shall have received written notice to the contrary from the owners of at least five percent (5%) in principal amount of the bonds then outstanding hereunder, the Trustee may, for all purposes of this Indenture, assume that the Authority is not in default hereunder and that none of the events hereinbefore defined as "events of default" has happened.

(h) The Trustee shall not be required to appear in or defend any suit which may be brought against it respecting the mortgaged property, or by reason of being Trustee hereunder, or to institute any suit or proceeding to enforce any covenant or remedy herein provided, or to take any action toward the execution or enforcement of the trusts hereby created, which, in the opinion of the Trustee, will be likely to involve the Trustee in expense or liability, or to foreclose this Indenture, unless the owners of said bonds or some part thereof shall furnish the Trustee with reasonable security and indemnity against such expense or liability.

(i) The Trustee shall be fully protected in acting upon or in accordance with any notice or request, consent, certificate, demand, resolution or other instrument or document believed by the Trustee to be genuine and to have been signed, authorized, executed, certified or sealed by the proper person or persons; and the Trustee is authorized to accept the certificate of the Secretary of the Authority, under its corporate seal, to any resolution of the board of directors or members of the Authority as conclusive evidence that such resolution was duly and lawfully adopted and is binding upon the Authority. Any action taken by the Trustee pursuant to and in accordance with this Indenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent is the bondholders of any Bond, shall be conclusive and binding upon all future bondholders of the same Bond and upon Bonds issued in exchange therefore or upon transfer or in place thereof.

(j) The Trustee shall have (i) the right to consult with counsel, (ii) the right to be indemnified before taking action (other than giving notices of paying holders or other similar actions), (iii) no obligation to risk or expend its own funds, (iv) the right to act through agents and attorneys, (v) no responsibility for offering document (except for information provided by Trustee for inclusion in such offering documents), (vi) no responsibility for the use of bond proceeds paid out in accordance with Indenture provisions, and (vii) permissive rights not to be construed as duties.

(k) The Trustee, or any officer or director of the Trustee, may acquire and hold bonds issued hereunder or may engage in or be interested in any financial or other transaction in which the Authority may be interested, and the Trustee may be depository, trustee, transfer agent, registrar or agent of the Authority, or for any

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committee or other body in respect to the bonds, notes, debentures, obligations or securities of the Authority, whether or not issued pursuant hereto.

(l) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents, attorneys, or receivers. The Trustee may, in relation to any powers or duties imposed upon it by this Indenture, act upon the opinion or advice of the attorney, surveyor, engineer or accountant, whether retained by the Trustee or by the Authority, and shall not be responsible for any loss resulting from any action or non-action in accordance with any such opinion or advice.

(m) The Trustee is relieved from filing any inventory, or qualifying under the jurisdiction of any court, or otherwise complying with the provisions of the Uniform Trustees' Accounting Act of 1945, or with any laws amendatory thereof or supplemental thereto, and the provisions of said law are hereby waived.

(n) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, or whenever in the administration of this Indenture, the Trustee shall deem it desirable that a matter be provided or established prior to taking, suffering or omitting any action hereunder, the Trustee shall be entitled to rely upon a certificate signed by the Secretary of the Authority as sufficient evidence of the facts therein contained, and prior to the occurrence of a default of which the Trustee has been notified, the Trustee shall also be at liberty to accept a similar certificate to the 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.

(o) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its gross negligence or willful misconduct.

(p) At any and all reasonable times the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right, but shall not be required, to inspect the Project, including all books, papers and records pertaining to the Project, and to take such memoranda from and in regard thereto as may be desired.

(q) The Trustee shall not be required to give any bond or surety in respect to the execution of its trusts and powers hereunder.

Section 10.02. The Trustee agrees to invest funds (subject to Section 5.16) from time to time held by it as Trustee under this Indenture, and apply the interest earned thereon as provided in Articles II and III, but shall not be under any duty or obligation to pay interest on any funds held by it which cannot practicably be so invested either to the

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Authority or to the registered owner of any bond, or to any other person; any and all such liability for the payment of such interest being hereby expressly waived.

Section 10.03. In the event that the Trustee, or any successor trustee, shall become legally consolidated or merge with another banking association or corporation, the banking association or corporation resulting from such consolidation or merger shall thereupon become and be the Trustee hereunder with the same titles, rights, powers, benefits, duties and limitations, without the execution or filing or recording of any instrument, and without any action on the part of the Authority or the owners of bonds hereunder. A purchase of the assets and assumption of the liabilities of the Trustee by another banking association or corporation shall be deemed to be consolidation or merger for the purposes of this section. If the office location at which principal is payable shall change, whether by merger, consolidation or purchase or for any other reason, the Trustee shall give notice of such change by first-class mail to registered bondholders and Original Purchasers at least fifteen days prior to the first principal payment date following the date of such change in location.

Section 10.04. The Trustee, or any successor trustee, or paying agent may be removed at any time by an instrument or concurrent instruments in writing filed with the Trustee and signed by the owners of a majority in principal amount of the bonds then outstanding hereunder, or by their attorneys-in-fact thereunto duly authorized.

Section 10.05. The Trustee, or any successor trustee, or paying agent may resign the trust created by this Indenture upon first giving notice of such proposed resignation and specifying the date when such resignation shall take effect, which notice shall be given to the Authority in writing at least twenty (20) days prior to the date when such resignation shall take effect, and shall be given to the registered owners by mail at least twenty (20) days prior to the date when such resignation shall take effect. Such resignation shall take effect on the day so designated in such notice, unless previously a successor trustee shall be appointed as hereinafter provided, in which event such resignation shall take effect immediately upon the appointment of such successor trustee.

Section 10.06. In case at any time the Trustee shall become incapable of acting, shall resign or shall be removed, a successor trustee may be appointed by the owners of at least a majority in principal amount of the bonds hereby secured and then outstanding, by an instrument or instruments in writing signed by such Owners or by their duly constituted attorneys-in-fact; but until a new trustee shall be so appointed by the registered owners, the Authority, by an instrument executed by order of its board of directors, may appoint a trustee to fill such vacancy until a new trustee shall be appointed by the Owners as aforesaid, and when any such new trustee shall be appointed by the Owners, any trustee theretofore appointed by the Authority shall thereupon and thereby be superseded and retired. Each such successor trustee appointed by any of such methods shall be a bank or trust company authorized by law so to act, and having a capital and surplus of not less than Fifty Million Dollars ($50,000,000).

Section 10.07. Any successor trustee appointed hereunder shall execute, acknowledge and deliver to the Authority, and to its predecessor, an instrument accepting

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such appointment; and thereupon, upon the execution and filing for record of the same in the public recording office where this Indenture shall have been recorded, such successor trustee, without any further act or instruments or deeds of conveyance, shall become vested with all of the assets, powers, rights, duties, trusts and obligations of its predecessor in trust hereunder with like effect as if originally named as trustee herein and thereupon the duties and obligations of the predecessor shall cease and terminate; but nevertheless, on the written request of the successor trustee, and upon approval by the Authority of the records and accounts of the predecessor Trustee, a release of the predecessor Trustee by the Authority, and the payment of the fees and expenses owed to the predecessor Trustee, the trustee ceasing to act shall execute and deliver to such successor trustee all conveyances and instruments proper to evidence the vesting in the new trustee of the interest and title of the retiring trustee in the mortgaged property and in the trust hereby created, subject, however, to any lien which the retiring trustee may have pursuant to any provision hereof; and upon request in writing of any successor trustee, the Authority covenants to make, execute, acknowledge and deliver any and all deeds, conveyances, assignments, or instruments in writing for the more fully and certainly vesting in and confirming to such successor trustee all such assets, property, rights, powers and trusts.

Section 10.08. Notwithstanding any other provision of this Indenture, the Trustee agrees that upon any default or insufficiency in the payment of lease rental as provided in the Lease, the Trustee will immediately, without any direction, security or indemnity file a claim with the Treasurer of the State of Indiana for an amount equal to such lease rental in default and consents to the filing of any such claim by a Owner in the name of the Trustee for deposit with the Trustee.

Section 10.09. The Trustee may inform any Holder or Authority of environmental hazards that the Trustee has reason to believe exist, and the Trustee has the right to take no further action and, in such event no fiduciary duty exists which imposes any obligation for further action with respect to the Trust Estate or any portion thereof if the Trustee in its individual capacity, determines that any such action would materially and adversely subject the Trustee to environmental or other liability for which the Trustee has not been adequately indemnified.

Section 10.10. To the extent permitted by law, the Authority hereby agrees to indemnify and save harmless the Trustee from all losses, liabilities, costs and expenses, including attorney fees and expenses, which may be incurred by it as a result of its acceptance of or arising from the performance of its duties hereunder, unless such losses, liabilities, costs and expenses shall have been finally adjudicated to have resulted from the bad faith or gross negligence of the Trustee, and such indemnification shall survive its resignation or removal of the Trustee or the defeasance of this Indenture.

Section 10.11. The Trustee may be removed at any time with or without cause by instrument or concurrent instruments in writing delivered to the Trustee and the Authority and signed by the owners of a majority of the aggregate principal amount of all bonds outstanding or their attorneys-in-fact duly authorized. Notice of the removal of the Trustee shall be given in the same manner as provided in Section 10.05 hereof with respect to the

D-56 resignation 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 may be removed at any time with or without cause by resolution of the Authority filed with the Trustee.

Section 10.12. The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods by persons believed by the Trustee to be authorized to give instructions and direction. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such directions and instructions notwithstanding any such directions and instructions that conflict or are inconsistent with a subsequent written instruction. Any party providing information to the Trustee via electronic methods agrees to assume all risks arising out of the use of such electronic methods, including without limitation, the risk of the Trustee's acting on unauthorized instructions, the risk of interception and misuse by third parties or non-receipt of directions or instructions by the Trustee.

(End of Article X)

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ARTICLE XI.

Supplemental Indentures

Section 11.01. The Authority and the Trustee, may, from time to time and at any time, enter into such indentures supplemental hereto as shall not be inconsistent with the terms and provisions hereof (which supplemental indentures shall thereafter form a part hereof):

(a) To cure any ambiguity or formal defect or omission in this Indenture, or in any supplemental indenture, which does not adversely affect the rights of the Owners;

(b) To grant to or confer upon the Trustee, for the benefit of the Owners, any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Owners or the Trustee;

(d) In any instance in which the Trustee may be required to determine that a change made by a supplemental indenture does not adversely affect the rights of the Owners, prior to consenting to such supplemental indenture, the Trustee shall be entitled to require that there be delivered to it an opinion of counsel to the effect that such supplemental indenture would not be prejudicial to the registered owners. The Trustee shall be fully protected and shall incur no liability in relying upon such opinion of counsel in making such determination.

Section 11.02. Subject to the terms and provisions contained in this section, and nototherwise, the owners of not less than fifty-one (51%) in aggregate principal amount of the bonds then outstanding shall have the right from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Authority and the Trustee of such indenture or indentures supplemental hereto as shall be deemed necessary or desirable by the Authority for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided, however, that nothing herein contained shall permit or be construed as permitting:

(a) an extension of the maturity of the principal or interest on any bond issued hereunder; or

(b) a reduction in the principal amount of any bond or the redemption premium or the rate of interest thereon; or

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(c) the creation of a lien upon the mortgaged property ranking prior to or on a parity with the lien created by this Indenture; or

(d) a preference or priority of any bond or bonds over any other bond or

(e) a reduction in the aggregate principal amount of the bonds required for consent to such supplemental indenture.

Nothing herein contained, however, shall be construed as making necessary the approval by the Owners of the execution of any supplemental indenture or indentures as authorized in Section 11.01 of this Article.

If at any time the Authority shall request the Trustee to enter into any supplemental indenture for any of the purposes of this section, the Trustee shall, at the expense of the Authority, give notice by mail, postage prepaid, to all registered owners of bonds. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that a copy thereof is on file at the office of the Trustee for inspection by all Owners. The Trustee shall not, however, be subject to any liability to any bond owner by reason of its failure to mail the notice required by this section, and any such failure shall not affect the validity of such supplemental indenture when consented to and approved as provided in this section.

Whenever, at any time within one (1) year after mailing of such notice, the Authority shall deliver to the Trustee an instrument or instruments purporting to be executed by the owners of not less than fifty-one (51%) in aggregate principal amount of the bonds then outstanding, which instrument or instruments shall refer to the proposed supplemental indenture described in such notice and shall specifically consent to and approve the execution thereof in substantially the form of the copy thereof referred to in such notice as on file with the Trustee; thereupon, but not otherwise, the Trustee may execute such supplemental indenture in substantially such form, without liability or responsibility to any owner of any bond, whether or not such owner shall have consented thereto.

If 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 such supplemental indenture shall have consented to and approved the execution thereof as herein provided, no owner of any bond shall have any right to object to the execution of such supplemental indenture or 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 execution thereof, or to enjoin or restrain the Trustee or the Authority from executing the same, or from taking any action pursuant to the provisions thereof.

Upon the execution of any supplemental indenture pursuant to the provisions of this section, the Indenture shall be, and shall be deemed, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture

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of the Authority, the Trustee, and all registered owners of bonds then outstanding shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments.

Section 11.03. The Trustee is authorized to join with the Authority in the execution of any such supplemental indenture and to make the further agreements and stipulations which may be contained therein. Any supplemental indenture executed in accordance with the provisions of this Article shall thereafter form a part of this Indenture, and all the terms and conditions contained in any such supplemental indenture as to any provision authorized to be contained therein shall be, and shall be deemed to be, part of the terms and conditions of this Indenture for any and all purposes.

Section 11.04. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, the opinion of any counsel approved by it who may be counsel for the Authority, as conclusive evidence that any such proposed supplemental indenture complies with the provisions of this Indenture, and that it is proper for the Trustee, under the provisions of this Article, to join in the execution of such supplemental indenture.

Section 11.05. Notwithstanding anything contained in the foregoing provisions of this Indenture, the rights and obligations of the Authority and of the owners of the bonds, and the terms and provisions of the bonds and this Indenture, or any supplemental indenture, may be modified or altered in any respect with the consent of the Authority and the consent of the owners of all the bonds then outstanding.

(End of Article XI)

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ARTICLE XII.

Miscellaneous Provisions

Section 12.01. Any bank or trust company with or into which any Paying Agent may be merged or consolidated, or to which the assets or business of such Paying Agent may be sold, shall be deemed a successor of such Paying Agent for the purposes of this Indenture. If the position of any Paying Agent shall become vacant for any reason, the Authority may, within thirty (30) days thereafter, appoint another bank or trust company as Paying Agent to fill such vacancy; provided, however, if the Authority fails to make such appointment the Trustee may do so. If the office location at which principal is payable changes, the Trustee shall give notice to the Owners and Original Purchasers, as provided in Section 10.03.

Section 12.02. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Authority on the Trustee shall be deemed to have been sufficiently given or served for all purposes upon receipt by the Trustee. Any notice or demand to the Trustee may be addressed (until another address is filed in writing by the Trustee with the Authority for that purpose) as follows:

Zionsville Redevelopment Authority Attention: Registered Agent 1100 W. Oak Street Zionsville, Indiana 46077

Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Authority on the Trustee shall be deemed to have been sufficiently given or served for all purposes, by being deposited, first class postage prepaid, in a United States Post Office letter box, addressed (until another address is filed in writing by the Trustee with the Authority for that purpose) as follows:

The Bank of New York Mellon Trust Company, N.A. Attention: Corporate Trust Services ______Indianapolis, Indiana 46204

Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Authority or the Trustee on any other party or person shall be deemed to have been sufficiently given or secured for all purposes by being deposited, first class postage prepaid, in a United States Post Office letter box.

Section 12.03. In any case where the date of maturity of interest on or principal of the bonds or the date fixed for redemption of any bonds shall be in the location of payment a Saturday, Sunday or a legal holiday or a day on which banking institutions are authorized by law to close or a day on which the Federal Reserve Bank is closed, then payment of D-61

interest or 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, and no interest shall accrue for the period after such date.

Section 12.04. The parties hereto agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law.

Section 12.05. Any dispute or other legal action concerning this Indenture, including any arbitration or litigation proceedings, shall be conducted (i) in a court of proper jurisdiction in the State of Indiana and (ii) pursuant to the laws of the State of Indiana.

Section 12.06. This Indenture may be simultaneously executed in several counterparts, each of which shall be an original, and all of which shall constitute but one and the same instrument.

(End of Article XII)

I affirm, under penalties for perjury, that I have taken reasonable care to redact each social security number in this document, unless required by law. Kostas A. Poulakidas

This instrument prepared by Kostas A. Poulakidas, Krieg DeVault LLP, One Indiana Square, Suite 2800, Indianapolis, Indiana 46204

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IN WITNESS, WHEREOF, THE ZIONSVILLE REDEVELOPMENT AUTHORITY has caused its corporate name to be hereunto subscribed by its President or Vice President and attested by its Secretary, and The Bank of New York Mellon Trust Company, N.A., as Trustee, has likewise caused these presents to be executed in said Trustee’s name and behalf by its Authorized Officer, and attested by its Authorized Officer, in token of its acceptance of said trust, as of the day and year first hereinabove written.

ZIONSVILLE REDEVELOPMENT AUTHORITY

By: ______James R. Holden, President

Attest:

______James M. Wilson, Secretary

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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By: ______

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STATE OF INDIANA ) ) SS: COUNTY OF BOONE )

Before me the undersigned, a Notary Public in and for said County and State, personally appeared James R. Holden and James M. Wilson, personally known to me to be the President and Secretary, respectively, of the Zionsville Redevelopment Authority, and acknowledged the execution of the foregoing Indenture for and on behalf of said Authority.

WITNESS my hand and notarial seal this ___ day of December, 2012.

______(Written Signature)

______(Printed Name) Notary Public

My Commission Expires: My County of Residence:

______

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STATE OF INDIANA ) ) SS: COUNTY OF MARION )

Before me the undersigned, a Notary Public in and for said County and State, personally appeared ______, personally known to me to be the authorized officer of The Bank of New York Mellon Trust Company, N.A., and acknowledged the execution of the foregoing Indenture for and on behalf of said Trustee.

WITNESS my hand and notarial seal this ___ day of December, 2012.

______(Written Signature)

______(Printed Name) Notary Public

My Commission Expires: My County of Residence:

______

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EXHIBIT A

Attached to and made a part of the Trust Indenture executed by Zionsville Redevelopment Authority, and The Bank of New York Mellon Trust Company, N.A., Trustee

Dated as of December ___, 2012

Property Description:

[Insert legal description]

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EXHIBIT B

DISBURSEMENT REQUEST

STATEMENT NO. ___ REQUESTING DISBURSEMENT OF FUNDS FROM THE 2012 BOND ISSUANCE EXPENSE ACCOUNT RELATING TO THE ZIONSVILLE REDEVELOPMENT AUTHORITY ECONOMIC DEVELOPMENT LEASE RENTAL REVENUE BONDS, SERIES 2012 (BENNETT PARKWAY PROJECT) (THE “BONDS”)

Pursuant to Article III of the Trust Indenture dated as of December 1, 2012 (the “Trust Indenture) between the Zionsville Redevelopment Authority (the “Authority”) and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) (the “Indenture”), the undersigned authorized officers of the Authority hereby request and authorize the Trustee to pay to the person(s) listed on the Disbursement Schedule attached hereto out of the moneys deposited in the 2012 Bond Issuance Expense Account (the “Account”) of the Indenture, as indicated in the Disbursement Schedule, for the advances, payments and expenditures incurred by the Authority in connection with the items listed in the Disbursement Schedule for costs of issuance.

In connection with the foregoing request and authorization, the undersigned certifies that:

(a) Each item for which disbursement is requested hereunder is properly payable out of the Account in accordance with the terms and conditions of the Indenture and none of those items has previously formed the basis for any disbursement theretofore made from said Account.

(b) Each such item is or was necessary in connection with the issuance of the Bonds and the Project, as defined in the Indenture.

(c) This statement and all exhibits hereto, including the Disbursement Schedule, shall be conclusive evidence of the facts and statements set forth herein and shall constitute full warranty, protection and authority to the Trustee for its actions taken pursuant hereto.

(d) This statement constitutes the approval of the Authority of each disbursement hereby requested and authorized.

Dated this ____day of ______, 20___.

______Lessor Representative of the Zionsville Redevelopment Authority of the Town of Zionsville, Indiana

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Pursuant to the Indenture, The Bank of New York Mellon Trust Company, N.A., as Trustee, approves the above Disbursement Request and the attached Disbursement Schedule.

Dated: ______, 20__

The Bank of New York Mellon Trust Company, N.A., as Trustee

By:______

Its:

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APPENDIX E December ___, 2012

The Bank of New York Mellon Trust Company, N.A., as trustee Indianapolis, Indiana

Zionsville Redevelopment Authority Zionsville, Indiana

[Underwriter Indianapolis, Indiana]

Re: $3,400,000 Zionsville Redevelopment Authority Economic Development Lease Rental Revenue Bonds, Series 2012

Ladies and Gentlemen:

We have acted as bond counsel in connection with the issuance by the Zionsville Redevelopment Authority (“Issuer”) of $3,400,000 of its Economic Development Lease Rental Revenue Bonds, Series 2012 (“Bonds”), issued pursuant to Indiana Code 36-7-14, Indiana Code 36-7-14.5 and Indiana Code 36-7-25 (collectively, the “Act”) and a Trust Indenture, dated as of December 1, 2012 (“Indenture”), between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (“Trustee”). In such capacity, we have examined such law and such certified proceedings, certifications and other documents as we have deemed necessary to render this opinion.

Regarding questions of fact material to our opinion, we have relied upon representations of the Issuer, the Zionsville Redevelopment Commission (“Commission”) and the Town of Zionsville, Indiana (“Town”), the certified proceedings and other certifications of public officials furnished to us, and certifications, representations and other information furnished to us by or on behalf of the Issuer, the Commission, the Town and others, including, without limitation, certifications contained in the tax and arbitrage certificate of the Issuer, dated the date hereof, and the tax and arbitrage certificate of the Commission, dated the date hereof, and the tax and arbitrage certificate of the Town, without undertaking to verify the same by independent investigation (collectively, “Tax Covenants”). We have relied upon the legal opinion of counsel to the Town, the Commission and the Issuer, dated the date hereof, as to the matters stated therein. We have relied upon the report of H.J. Umbaugh & Associates, Indianapolis, Indiana, independent certified public accountants, dated the date hereof, as to the matters stated therein.

Based upon the foregoing, we are of the opinion that, under existing law:

The Bank of New York Mellon Trust Company, N.A., as trustee Zionsville Redevelopment Authority [Underwriter] December ___, 2012

1. The Issuer is a body corporate and politic validly existing under the laws of the State of Indiana (“State”) with the corporate power to enter into the Lease (as defined herein) and the Indenture and perform its obligations thereunder and to issue the Bonds.

2. The lease between the Issuer, as lessor, and the Commission, as lessee, dated as of September 24, 2012 (“Lease”), has been duly entered into in accordance with the provisions of the Act, and is a valid and binding lease, enforceable against the Issuer and the Commission in accordance with its terms. Lease rentals (“Lease Rentals”) are payable from (i) Tax Increment and other legally available funds of the Commission (as defined in the Lease); and (ii) to the extent Tax Increment is not sufficient, from a special benefits tax levied on all taxable property within the Zionsville Redevelopment District, as a special taxing district the boundaries of which are coterminous with the Town; however, the District’s collection of the levy may be limited by operation of Indiana Code 6-1.1-20.6, which provides certain taxpayers with a tax credit on property taxes. The Commission may not be able to levy and collect additional property taxes to make up any shortfall. Pursuant to the Lease, the Commission is required by law to pay the Lease Rentals, which commence no earlier than the later of the date the Project (as defined in the Lease) is completed and available for use or July 15, 2014.

3. The Issuer has duly authorized, executed and delivered the Bonds and has duly authorized and executed the Indenture securing the Bonds. The Bonds are the valid and binding limited obligations of the Issuer enforceable in accordance with their terms, and are payable from and secured only by, the Lease Rentals and funds to be received by the Issuer and held in the funds and accounts established in the Indenture.

4. Under existing laws, judicial decisions, regulations and rulings, the 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 from State income taxation.

5. Under existing laws, judicial decisions, regulations and rulings, the interest on the Bonds is excludable from gross income for purposes of federal income taxation pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (“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 upon compliance by the Issuer, the Commission and the Town with the Tax Covenants. 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 their date of issue.

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The Bank of New York Mellon Trust Company, N.A., as trustee Zionsville Redevelopment Authority [Underwriter] December ___, 2012

We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the Official Statement or any other offering material relating to the Bonds, and we express no opinion relating thereto.

With respect to the enforceability of any document or instrument, this opinion is subject to the qualifications that: (i) the enforceability of such document or instrument may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance and similar laws relating to or affecting the enforcement of creditors’ rights; (ii) the enforceability of equitable rights and remedies provided for in such document or instrument is subject to judicial discretion, and the enforceability of such document or instrument may be limited by general principles of equity; (iii) the enforceability of such document or instrument may be limited by public policy; and (iv) certain remedial, waiver and other provisions of such document or instrument may be unenforceable, provided, however, that in our opinion the unenforceability of those provisions would not, subject to the other qualifications set forth herein, affect the validity of such document or instrument or prevent the practical realization of the benefits thereof.

Very truly yours,

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APPENDIX F CONTINUING DISCLOSURE UNDERTAKING AGREEMENT

This CONTINUING DISCLOSURE UNDERTAKING AGREEMENT (“Agreement”) is made as of December ___, 2012, by the Zionsville Redevelopment Commission (“Commission”) of the Town of Zionsville, Indiana ( “Town” or “Promisor”), the governing body of the Zionsville Department of Redevelopment ( “Department”) and the Zionsville Redevelopment District (“District”), organized and existing under the laws of the State of Indiana for the purpose of permitting ______(“Underwriters”) to purchase an amount not to exceed $3,400,000 of the Zionsville Redevelopment Authority’s (“Authority” or “Obligor”) Economic Development Lease Rental Revenue Bonds, Series 2012 (Bennett Parkway Project) (“Bonds”), dated on December ___, 2012, issued pursuant to a Trust Indenture dated as of December 1, 2012 (“Indenture”) between the Authority and The Bank of New York Mellon Trust, N.A., as trustee (“Trustee”), in compliance with the Securities and Exchange Commission (“SEC”) Rule 15c2-12 (“SEC Rule”) as published in the Federal Register on November 17, 1994.

WHEREAS, the Obligor has issued its Bonds pursuant to the Indenture;

WHEREAS, pursuant to a Lease Agreement dated September 24, 2012 (“Lease”) between the Obligor, as lessor, and the Obligor, as lessee, the Commission is required to pay lease rentals due, which rentals will be used to pay the principal and interest due on the Bonds;

WHEREAS, the Obligor and the Promisor are Obligated Persons (as defined in the SEC Rule) because the lease rental payments due under the Lease are the only source of funds (other than bond proceeds held under the Indenture) pledged to pay the principal and interest due on the Bonds;

WHEREAS, the Underwriters, by their agreement to purchase the Bonds, accept and assent to this Agreement and the exchange of such purchase and acceptance for the promises of Obligor and Promisor contained herein, and hereby assigns all their rights hereunder, as promisee, to the holders of the Bonds;

NOW, THEREFORE, in consideration of the payment for and acceptance of any Bonds by the Underwriters, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Obligor and Promisor hereby promises to the Underwriters:

Section 1. Definitions. The words and terms defined in this Agreement shall have the meanings herein specified unless the context or use clearly indicates another or different meaning or intent. Those words and terms not expressly defined herein and used herein with initial capitalization where rules of grammar do not otherwise require capitalization, shall have the meanings assigned to them in the SEC Rule.

(a) “Bondholder” or “holder” or any similar term, when used with reference to a Bond or Bonds, means any person who shall be the registered owner of any outstanding Bond, or the holders of beneficial interests in the Bonds.

(b) “EMMA” is Electronic Municipal Market Access System established by the MSRB. (c) “Final Official Statement” means the Official Statement, dated as of December ___, 2012, relating to the Bonds, including any document included by specific reference to such document filed with the MSRB.

(d) “MSRB” means the Municipal Securities Rulemaking Board.

Section 2. Term. The term of this Agreement is from the date hereof to the earlier of (i) the date of the last payment of principal of and interest on the Bonds, or (ii) the date the Bonds are defeased under the Indenture.

Section 3. Obligated Persons. The Obligor and Promisor hereby represent and warrant as of the date hereof they are the only Obligated Persons with respect to the Bonds. If the Obligor and Promisor are no longer committed by contract or other arrangement to support payment of the Bonds, such person shall no longer be considered an Obligated Person within the meaning of the SEC Rule and the continuing obligation under this Agreement to provide annual financial information and notices of events shall terminate with respect to such person.

Section 4. Provision of Financial Information. The Obligor and Promisor hereby undertake to provide, with respect to the Bonds, the following annual financial information, in each case (i) in an electronic format as prescribed by the MSRB and (ii) accompanied by identifying information as prescribed by the MSRB:

(a) To the MSRB through EMMA, within 180 days of each December 31, financial information for the Town for such calendar year including the Audit or Examination Report of the Town as prepared and examined by the State Board of Accounts for each twelve (12) month period ending December 31, together with the opinion of such accountants and all notes thereto, and

(b) To the MSRB through EMMA, within 180 days of each December 31, beginning with the calendar year ending December 31, 2012, unaudited annual financial information for the Town and the Obligor for such calendar year including (i) unaudited financial information of the Town, if the Audit of Examination Report is not available, and (ii) operating data (excluding any demographic information or forecast) of the general type included under the following headings in Appendix A to the Final Official Statement (collectively, the “Annual Information”) which updated information may be provided in such format as the Obligator deems appropriate:

APPENDIX A

ZIONSVILLE REDEVELOPMENT AUTHORITY - Property Tax Rates - Details of Net Assessed Valuation - Property Taxes Levied and Collected - Large Taxpayers - Major Employers in Zionsville, Indiana

F-2

i. If any Annual Information or audited financial statements relating to the Obligor referred to in paragraph (a) of this Section 4 no longer can be provided because the operations to which they related have been materially changed or discontinued, a statement to that effect, provided by the Obligor or Promisor to the MSRB, along with any other Annual Information or audited financial statements required to be provided under this Agreement, shall satisfy the undertaking to provide such Annual Information or audited financial statements. To the extent available, the Obligor or Promisor shall cause to be filed along with the other Annual Information or audited financial statements operating data similar to that which can no longer be provided.

ii. The disclosure may be accompanied by a certificate of an authorized representative of the Obligor or Promisor in the form of Exhibit A attached hereto.

iii. The Obligor or Promisor agrees to make a good faith effort to obtain Annual Information. However, failure to provide audited financial statements or portions of Annual Information because it is unavailable through circumstances beyond the control of the Obligor or Promisor shall not be deemed to be a breach of this Agreement. The Obligor or Promisor further agrees to supplement the Annual Information filing when such data is available.

iv. Annual Information or audited financial statements required to be provided pursuant to this Section 4 may be provided by a specific reference to such Annual Information or audited financial statements already prepared and previously provided to the MSRB. Any information included by reference shall also be (i) available to the public on the MSRB’s Internet Web Site, or (ii) filed with the Securities and Exchange Commission.

v. All continuing disclosure filings under the Agreement shall be made in accordance with the terms and requirements of the MSRB at the time of such filing. Currently, the SEC has approved the submission of continuing disclosure filings with EMMA, and the MSRB has requested that such filings be made by transmitting such filings electronically to EMMA at www.emma.msrb.org.

Section 5. Accounting Principles. The financial information will be prepared on a cash basis as prescribed by the State Board of Accounts, as in effect from time to time, as described in the auditors’ report and notes accompanying the audited financial statements of the Obligor or those mandated by state law from time to time. The audited financial statements of the Obligor, as described in Section 3(a)(l) hereof, will be prepared in accordance with generally accepted accounting principles and Government Auditing Standards issued by the Comptroller General of the United States.

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Section 6. Reportable Events. The Obligor or Promisor undertake to disclose the following events within ten (10) business days of the occurrence of any of the following events, if material (which determination of materiality shall be made by the Obligor or Promisor in accordance with the standards established by federal securities laws), to the MSRB, in each case (i) in an electronic format as prescribed by the MSRB and (ii) accompanied by identifying information as prescribed in MSRB:

(a) non-payment related defaults;

(b) modifications to rights of Bondholders;

(d) release, substitution or sale of property securing repayment of the Bonds;

(e) the consummation of a merger, consolidation, or acquisition involving the Town or the sale of all or substantially all of the assets of the Town, other than in the ordinary course of business, the entry into a definitive agreement to undertake such action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms; and

(f) appointment of a successor or additional trustee or the change of name of a trustee.

The Obligor or Promisor undertakes to disclose the following events, within ten (10) business days of the occurrence of any of the following events, regardless of materiality, to the MSRB, in each case (i) in an electronic format as prescribed by the MSRB and (ii) accompanied by identifying information as prescribed in MSRB:

(a) principal and interest payment delinquencies;

(b) unscheduled draws on debt service reserves reflecting financial difficulties;

(d) substitution of credit or liquidity providers, or their failure to perform;

(e) defeasances;

(f) rating changes;

(g) adverse tax opinions or events affecting the status of the Bonds, the issuance by the IRS of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material events, notices or determinations with respect to the tax status of the Bonds;

(h) tender offers; and

(i) bankruptcy, insolvency, receivership or similar event of the obligated person. F-4

The disclosure may be accompanied by a certificate of an authorized representative of the Obligor or Promisor in the form of Exhibit B attached hereto.

Section 7. Use of Agent. The Obligor or Promisor may, at its sole discretion, utilize an agent (“Dissemination Agent”) in connection with the dissemination of any information required to be provided by the Obligor or Promisor pursuant to the SEC Rule and the terms of this Agreement. If a Dissemination Agent is selected for these purposes, the Obligor or Promisor shall provide prior written notice thereof (as well as notice of replacement or dismissal of such agent) to EMMA, and the MSRB.

Further, the Obligor or Promisor may, at its sole discretion, retain counselor others with expertise in securities matters for the purpose of assisting the Obligor or Promisor in making judgments with respect to the scope of its obligations hereunder and compliance therewith, all in order to further the purposes of this Agreement.

Section 8. Failure to Disclose. If, for any reason, the Obligor or Promisor fails to provide the audited financial statements or Annual Information as required by this Agreement, an authorized representative of the Obligor or Promisor shall provide notice of such failure in a timely manner to EMMA or to the MSRB, in the form of the notice attached as Exhibit C.

Section 9. Remedies.

(a) The purpose of this Agreement is to enable the Underwriters to purchase the Bonds by providing for an undertaking by the Obligor in satisfaction of the SEC Rule. This Agreement is solely for the benefit of (i) the Underwriters, and (ii) the Bondholders and creates no new contractual or other rights for, nor can it be relied upon by, the SEC, underwriters, brokers, dealers, municipal securities dealers, potential customers, other Obligated Persons or any other third party. The sole remedy against the Obligor or Promisor for any failure to carry out any provision of this Agreement shall be for specific performance of the Obligor’s or Promisor’s disclosure obligations hereunder and not for money damages of any kind or in any amount or for any other remedy. The Obligor’s or Promisor’s failure to honor its covenants hereunder shall not constitute a breach or default of the Bonds, the Indenture, the Lease or any other agreement to which the Obligor or Promisor is a party and shall not give rise to any other rights or remedies.

(b) Subject to paragraph (e) of this Section 9, in the event the Obligor or Promisor fails to provide any information required of it by the terms of this Agreement, any holder of Bonds may pursue the remedy set forth in the preceding paragraph in any court of competent jurisdiction in the State of Indiana. An affidavit to the effect that such person is a holder of Bonds supported by reasonable documentation of such claim shall be sufficient to evidence standing to pursue this remedy.

(c) Subject to paragraph (e) of this Section 9, any challenge to the adequacy of the information provided by the Obligor or Promisor by the terms of this Agreement may be pursued only by holders of not less than 25% in principal amount of

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Bonds then outstanding in any court of competent jurisdiction in the State of Indiana. An affidavit to the effect that such persons are holders of Bonds supported by reasonable documentation of such claim shall be sufficient to evidence standing to pursue the remedy set forth in the preceding paragraph.

(d) If specific performance is granted by any such court, the party seeking such remedy shall be entitled to payment of costs by the Obligor or Promisor and to reimbursement by the Obligor or Promisor of reasonable fees and expenses of attorneys incurred in the pursuit of such claim. If specific performance is not granted by any such court, the Obligor and the Promisor shall be entitled to payment of costs by the party seeking such remedy and to reimbursement by such party of reasonable fees and expenses of attorneys incurred in the pursuit of such claim.

(e) Prior to pursuing any remedy for any breach of any obligation under this Agreement, a holder of Bonds shall give notice to the Obligor and the Promisor, by registered or certified mail, of such breach and its intent to pursue such remedy. Thirty (30) days after the receipt of such notice, upon earlier response from the Obligor or the Promisor to this notice indicating continued noncompliance, such remedy may be pursued under this Agreement if and to the extent the Obligor or the Promisor has failed to cure such breach.

Section 10. Modification of Agreement. The Obligor may, from time to time, amend or modify this Agreement without the consent of or notice to the holders of the Bonds if either (a)(i) such amendment 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 Obligor, or type of business conducted, (ii) this Agreement, as so amended or modified, would have complied with the requirements of the SEC Rule on the date hereof, after taking into account any amendments or interpretations of the SEC 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) nationally recognized bond counselor (B) an approving vote of the holders of the Bonds pursuant to the terms of the Indenture at the time of such amendment or modification; or (b) such amendment or modification (including an amendment or modification which rescinds this Agreement) is permitted by the SEC Rule, as then in effect.

Section 11. Previous Undertakings. The Obligor and the Promisor hereby represent that it has not, in the previous five (5) years, failed to comply in all material respects, with any previous Undertakings.

Section 12. Interpretation Under Indiana Law. It is the intention of the parties hereto that this Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and enforced in accordance with, the laws of the State of Indiana

Section 13. Severability Clause. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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Section 14. Successors and Assigns. All covenants and agreements in this Agreement made by the Obligor or Promisor shall bind its successors, whether so expressed or not.

IN WITNESS WHEREOF, the Obligor and the Promisor have caused this Agreement to be executed as of the day and year first hereinabove written.

ZIONSVILLE REDEVELOPMENT AUTHORITY

By: ______James R. Holden, President

Attest:

James M. Wilson, Secretary

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The Town of Zionsville, Indiana (“Promisor”), as an “Obligated Person” under the foregoing Continuing Disclosure Agreement dated December ___, 2012 (“Agreement”), acknowledges that it is familiar with the provisions of the Agreement and agrees with the Obligor to provide to the Obligor in a timely manner any information necessary to enable the Obligor to comply with its obligations under the Agreement.

Dated this ___ day of December, 2012.

TOWN OF ZIONSVILLE, INDIANA

Tim R. Haak, President Town Council

Attest:

John J. Yeo, Clerk-Treasurer Zionsville, Indiana

KD_4634575_1.DOCX

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EXHIBIT A

CERTIFICATE RE: ANNUAL FINANCIAL INFORMATION DISCLOSURE

The undersigned, the authorized representative of the Zionsville Redevelopment Authority or the Town of Zionsville, Indiana, under the Continuing Disclosure Undertaking, dated December ___, 2012 (“Agreement”), hereby certifies that the information enclosed herewith constitutes the Annual Information (as defined in the Agreement) which is required to be provided pursuant to Section 3(a)(2) of the Agreement.

Dated:______

______Authorized Representative

DO NOT EXECUTE - FOR FUTURE USE ONLY

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EXHIBIT B

CERTIFICATE RE: REPORTABLE EVENT DISCLOSURE

The undersigned, the authorized representative of the Zionsville Redevelopment Authority or the Town of Zionsville, Indiana, under the Continuing Disclosure Undertaking dated December ___, 2012 (“Agreement”), hereby certifies that the information enclosed herewith constitutes notice of the occurrence of a reportable event which is required to be provided pursuant to Section 5 of the Agreement.

Dated:______

______Authorized Representative

DO NOT EXECUTE-FOR FUTURE USE ONLY

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EXHIBIT C

NOTICE TO MSRB OF FAILURE TO FILE INFORMATION

Notice is hereby given that neither the Zionsville Redevelopment Authority (“Obligor”) nor the Town of Zionsville, Indiana (“Promisor”) provided the Annual Information as required by Section 3(a)(2) of the Continuing Disclosure Undertaking dated as of December ___, 2012.

Dated:______

______Authorized Representative

DO NOT EXECUTE - FOR FUTURE USE ONLY

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