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CLOSING MEMORANDUMv $25,000,000 Avon Urban Renewal Authority Tax Increment Adjustable Rate Revenue Bonds (Town Center West Area Urban Renewal Project) Series 2008 CLOSING MEMORANDUM n The closing relating to the above-captioned Bonds (the "Bonds") is scheduled for 9:00 a.m., local time, on February 22, 2008, at the offices of Sherman & Howard L.L.C., Denver, Colorado. The preclosing is scheduled at the same location at 2:00 p.m., local time, on February 21, 2008. Prior to the closing, the Bonds will be executed by the officers of Avon Urban Renewal Authority (the "Authority") and authenticated by a representative of UMB Bank, n.a. (the "Trustee"). All transactions at the closing will be deemed to have taken place simultaneously and no transaction will be deemed to have been completed and no document will be deemed to have been delivered unless and until all transactions are completed and all documents delivered. Four original counterparts of the transcript will be prepared to be distributed as follows: the Authority; the Trustee; DEPFA BANK plc, acting through its New York Branch; and Sherman & Howard L.L.C.; electronic versions of the transcript on CD-Rom will be distributed as follows: Town of Avon (the "Town"); Stifel, Nicolaus & Company, Incorporated (the "Underwriter"); and Chapman and Cutler LLP. DELIVERIES TO BE MADE AT CLOSING Basic Documents Indenture of Trust. 2. Bond Purchase Agreement. 3. Remarketing Agreement. 4. Official Statement. 5. Sale Certificate. 6. DTC Blanket Issuer Letter of Representations. • 7. Letter of Credit Reimbursement Agreement. 8. Amended and Restated Cooperation Agreement. ® 9. Specimen Letter of Credit (original to Trustee). 10. Specimen Bond. To be delivered by the Authority 11. Certified copy of Bond Resolution adopted February 12, 2008. 12. Omnibus Certificate. 13. Federal Tax Exemption Certificate. 14. Form 8038-G. 15. Request and Authorization to Authenticate Bonds. 16. Authority Representative Certificate. 17. Opinion of Sherman & Howard L.L.C. as counsel to the Authority pursuant to Bond Purchase Agreement and Reimbursement Agreement. To be delivered by Trustee ® 18. General Certificate of the Trustee. 19. Cross Receipt. To be delivered by Underwriter 20. Certificate of the Underwriter. 21. Rating Letter. To be delivered by the Bank 22. General Certificate of the Bank. 23. Opinions of (1) Chapman and Cutler LLP and (ii) Irish in-house counsel to Bank. To be delivered by Town 24. Certified copy of proceedings relating to formation of Authority and approval of Urban Renewal Plan. 25. Certified copy of Urban Renewal Plan. ® 26. Replenishment Resolution. 2 27. Opinion of Town Attorney pursuant to Bond Purchase Agreement and Reimbursement Agreement. 28. Omnibus Certificate of the Town. Other Opinions and Letters 29. Opinion of Sherman & Howard L.L.C., Bond Counsel. 30. Reliance Letter of Sherman & Howard L.L.C., Bond Counsel, to Bank. 31. Opinion of Sherman & Howard L.L.C., regarding Official Statement. Miscellaneous Documents 32. Certificate of Remarketing Agent. 33. Closing Memorandum. Closing and Final Procedure Payment will be made by the Underwriter for the Bonds. The proceeds, together with other available funds, will be deposited with (1) the trustee for the Bonds, and (2) the Trustee for deposit into the Bond Reserve Fund and the Expense Fund as required by the Indenture. The Bonds will be released to the Underwriter through The Depository Trust Company. • 3 CERTIFIED COPY OF THE BOND RESOLUTION We, the undersigned Executive Director/Secretary and Clerk of the Avon Urban Renewal Authority, Colorado (the "Authority"), do hereby certify that attached hereto as Exhibit A is a true and correct copy of the Bond Resolution (the "Bond Resolution"), as duly adopted by the Board of Commissioners of the Authority on February 12, 2008, and that the Bond Resolution has not been amended or repealed and is in full force and effect on the date hereof. IN WITNESS WHEREOF, we have hereunto set our hands and the seal of the Authority this February 22, 2008. AVON URBAN RENEWAL AUTHORITY, COLORADO Executive Director/Secretary (SEAL) • Clerk to the Authority n E n EXHIBIT A (Bond Resolution adopted February 12, 2008) E • OMNIBUS CERTIFICATE OF THE AUTHORITY IT IS HEREBY CERTIFIED by the undersigned, the duly chosen, qualified and acting Chairman, Executive Director/Secretary, and Counsel of the Avon Urban Renewal Authority, Colorado (the "Authority"): 1. Capitalized terms used in this Certificate have the same meanings as defined in the Indenture of Trust dated as of February 15, 2008 (the "Indenture") between the Authority and UMB Bank, n.a., as Trustee, and the Resolution adopted by the Authority on February 12, 2008 (the "Resolution"), unless otherwise defined in this Certificate or the context otherwise requires. 2. The Authority is an independent body corporate and politic, validly existing and duly organized, created and established under the laws of the State, its full name being "Avon Urban Renewal Authority, Colorado." The Authority was established on August 14, 2007, by the Town Council of the Town of Avon, Colorado (the "Town"), pursuant to the Colorado Urban Renewal Law, Title 31, Article 25, Chapter 1, Colorado Revised Statutes (the "Act" 3. From at least January 1, 2008, up to and including the date of this Certificate, the following were and now are the duly chosen, qualified, and acting de jure or de facto officers and members of the Board of Commissioners of the Authority (the "Board") and other officers of the Authority: Chairman: Vice Chairman: Other Commissioners: Executive Director/Secretary: Authority Treasurer: Authority Clerk: Authority Counsel: Ronald C. Wolfe Brian Sipes Richard Carroll David Dantas Kristi Ferraro Amy Phillips Tamra Nottingham Underwood Larry Brooks Scott Wright Patty McKenny Sherman & Howard L.L.C. and each of the foregoing officers has duly filed his or her oath of office; and each of them legally required to give bond or undertaking has given or filed such bond or undertaking in form and amount as required by law, and has otherwise duly qualified. 4. The Avon Urban Renewal Authority Tax Increment Adjustable Rate Revenue Bonds (Town Center West Area Urban Renewal Project) Series 2008 (the "Series 2008 Bonds" or the "Bonds") are authorized to be issued pursuant to the Resolution and the Act, and are being sold pursuant to a Bond Purchase Agreement (the "Bond Purchase Agreement") dated February 20, 2008, between the Authority and Stifel, Nicolaus & Company, Incorporated, as Underwriter (the "Underwriter"). 5. On the date hereof, (i) the Resolution, the Town Center West Area Urban Renewal Plan (the "Plan") approved by the Town Council on August 17, 2007, the Bond Purchase Agreement, the Indenture, the Bonds, the Remarketing Agreement dated as of February 2008 (the "Remarketing Agreement") between the Authority and Stifel, Nicolaus & Company, Incorporated, as Remarketing Agent (the "Remarketing Agent'), the Reimbursement Agreement dated as of February 15, 2008 (the "Reimbursement Agreement") among the Authority, the Town and DEPFA BANK plc, acting through its New York Branch (the "Bank"), and the Amended and Restated Cooperation Agreement dated as of February 12, 2008, between the Authority and the Town (the "Cooperation Agreement'), are in full force and effect, and have not been amended, modified or supplemented, and (ii) the Authority has performed all of its obligations required under or specified in the Indenture, the Remarketing Agreement, the Bond Purchase Agreement, the Reimbursement Agreement, and the Cooperation Agreement, required to be performed at or prior to the date hereof. 6. The Authority has outstanding no obligations payable from or secured by all or any part of the Trust Estate (as defined in the Indenture), other than the Bonds, the Reimbursement Agreement and Town Subordinate Debt (as defined in the Indenture) and there are no liens or encumbrances of any kind or description against the Trust Estate except the liens or encumbrances designated in the Indenture and Reimbursement Agreement. 7. The Authority has the right and power to adopt the Resolution, to issue the Bonds and to execute, deliver and perform its obligations under the Bonds, the Resolution, the Indenture, the Remarketing Agreement, the Bond Purchase Agreement, the Reimbursement Agreement, the Cooperation Agreement, and the Official Statement dated February 20, 2008 for the Bonds (the "Official Statement'). 8. By official action of the Authority, the Authority has duly approved the Resolution in accordance with the Act; the Authority has full legal right, power and authority to issue the Bonds and to enter into the Indenture, the Remarketing Agreement, the Bond Purchase Agreement, the Reimbursement Agreement, and the Cooperation Agreement and to adopt the Resolution; the Authority has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations contained in, the Bonds, the Resolution, the Official Statement, the Indenture, the Remarketing Agreement, the Bond Purchase Agreement, the Reimbursement Agreement, and the Cooperation Agreement, and all other transactions contemplated by the Resolution, and the Authority is in compliance with the provisions of the Resolution. 9. The corporate existence, the boundaries of the Authority, the Plan, the title of its present officers or any of them to their respective offices, including, without limitation, the members of the Board, is not being contested. Neither the Resolution nor any other proceedings or authority for the issuance, sale, execution, or delivery of the Bonds have been supplemented, 9 repealed, rescinded, revoked, modified, amended, changed or altered in any manner, and the Resolution is in full force and effect on the date hereof. 2 ® 10. The Authority has not received notice of any pending, nor to the Authority's knowledge is there presently any threatened, action, suit, proceeding, inquiry or investigation against the Authority, at law or in equity, by or before any court, public board or body, nor to the Authority's knowledge is there any basis therefor, in any way adversely affecting the legal existence of the Authority, the validity of the Plan, or the title of its officials to their respective offices, or seeking to prohibit, restrain or enjoin the issuance, sale, execution or delivery of the Bonds, or materially and adversely affecting the right of the Authority to collect revenues and other moneys pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way materially and adversely contesting or affecting the territorial jurisdiction of the Authority, the use, accuracy and completeness of the Official Statement, the use of the proceeds of the Bonds, the validity or enforceability of the Bonds, the Resolution, the Indenture, the Remarketing Agreement, the Bond Purchase Agreement, the Reimbursement Agreement, and the Cooperation Agreement, or contesting the power of the Authority or its authority with respect to the Bonds, the Resolution, the Official Statement, the Indenture, the Remarketing Agreement, the Bond Purchase Agreement, the Reimbursement Agreement, or the Cooperation Agreement. 11. The Authority did officially cause the following documents to be executed in the name and on behalf of the Authority, by the signing of such documents by the persons indicated below: the Indenture, executed by the Chairman and the Executive Director/Secretary; the Bonds, executed by the Chairman and the Executive Director/Secretary; the Remarketing Agreement, executed by the Executive Director/Secretary; the Reimbursement Agreement, executed by the Chairman; the Cooperation Agreement, executed by the Executive Director/Secretary and Counsel; the Bond Purchase Agreement, executed by the Executive Director/Secretary; and the Official Statement, executed by the Chairman. On the respective dates of delivery of such documents, we were the duly chosen and acting officers indicated on such documents and on this Certificate, and we were and are duly authorized to cause such documents to be executed, attested and countersigned as recited above. 12. Except as may be required under the Blue Sky or other securities laws of any state, all approvals, consents and orders of any governmental authority having jurisdiction in the matter which would constitute a condition precedent to the issuance of the Bonds, the enforceability of the Bonds, the Indenture, the Remarketing Agreement, the Bond Purchase Agreement, the Reimbursement Agreement, or the Cooperation Agreement, or to any of the actions required to be taken by the Indenture, the Resolution, the Bond Purchase Agreement, the Remarketing Agreement, the Reimbursement Agreement, the Cooperation Agreement or the Official Statement prior to the date of this Certificate have been obtained and are in full force and effect. 13. To the best of the Authority's knowledge, none of the following does or will conflict with, or constitute a breach by the Authority of, or a default by the Authority under, any law, court decree or order, governmental regulation, rule or order, resolution, agreement, indenture, mortgage or other instrument to which the Authority is subject or by which it is bound: (a) the Authority's adoption of the Resolution and execution and delivery of, and performance of its obligations under, the Bonds, the Indenture, the Remarketing 3 Agreement, the Bond Purchase Agreement, the Reimbursement Agreement, and the Cooperation Agreement; or (b) any action contemplated by or taken pursuant to the Resolution, the Bonds, the Indenture, the Remarketing Agreement, the Bond Purchase Agreement, the Reimbursement Agreement, the Cooperation Agreement, and the Official Statement; or (c) the issuance, sale and delivery of the Bonds. 14. To the best of our knowledge and belief, the Official Statement did not, and the Official Statement on the date of this Certificate does not, contain any untrue statement of a material fact or omit any statement of material fact required to be stated or necessary to make the statements made in the Official Statement, in light of the circumstances under which they were made, not misleading, subject to the condition that while information in the Official Statement identified as having been obtained from sources other than the Authority is not guaranteed as to its accuracy, completeness or fairness, the undersigned have no reason to believe, and do not believe, that such information is materially inaccurate or misleading. 15. The Authority has duly delivered the Official Statement to the Underwriter and has duly authorized the use of the Official Statement by the Underwriter in connection with the offering and sale of the Bonds, and has ratified the use of the Official Statement by the Underwriter in connection with the offering of the Bonds. 16. On or before the date hereof, the undersigned Chairman and Executive Director/Secretary officially signed and executed the Bonds in the name of and on behalf of the Authority, by the manual or facsimile signature of the Chairman and Executive Director/Secretary thereon, and affixed the official seal of the Authority or a facsimile thereof on the Bonds in the name of and on behalf of the Authority. Attached hereto as Exhibit A are true and correct copies of the facsimile signature certificates of the Chairman and Executive Director/Secretary which have been filed with the Colorado Secretary of State. 17. On the date hereof, the Authority caused the Bonds to be delivered to the Underwriter. The Bonds shall mature on December I in each of the principal amounts and years and shall bear interest at the interest rates per annum set forth in Exhibit B hereto. 18. There is no reason within our knowledge why the Authority acting by and through the Board may not deliver the Bonds in the aggregate principal amount of $25,000,000. 19. The Authority received from the Underwriter, in full payment for the Bonds in accordance with the Bond Purchase Agreement, the $24,850,000, being the full purchase price, computed as follows: • 4 0 Par Amount of Bonds $25,000,000 0 • Less: Underwriter's Discount 150,000 TOTAL: 24,850,000 20. The Trustee is hereby authorized to deliver the Bonds to the Underwriter. 21. All meetings of the Board pertinent to the Bonds have been open to the public at all times, and advance public notice of the time and place of each of the meetings was duly given in accordance with the laws of the State of Colorado. 22. Except as disclosed in the Official Statement, there has not been any material adverse change in the business, properties, financial position or results of operations of the Authority, whether or not arising from transactions in the ordinary course of business, nor has the Authority entered into any transaction or incurred any liability material to the Authority which would have an adverse effect on the transactions contemplated herein. 23. To the best of our knowledge, none of the Chairman, Vice Chairman, nor any other member of the Board, or any other officer, employee or agent of the Board or the Authority, is interested (except in the performance of his or her official rights, privileges, powers and duties) directly or indirectly in the profits of any contract, job for work or services to be performed and pertaining to the issuance of the Bonds. Bonds. 24. This certificate is for the benefit of each owner from time to time of the 25. The Related Documents (as defined in the Reimbursement Agreement) to which the Authority is a party have been duly executed and delivered by the Authority and have not been modified, amended or rescinded, are in full force and effect on and as of the date hereof, and each representation and warranty on the part of the Authority contained in any Related Document to which the Authority is a party is true and correct in all material respects as of the date hereof. 26. No Event of Default or Potential Default (as defined in the Reimbursement Agreement) under the Reimbursement Agreement has occurred and is continuing or would result from the issuance of the Initial Credit Facility or the execution, delivery or performance of the Reimbursement Agreement or any Related Document to which the Authority is a party. 5 9 WITNESS our hands and the corporate seal of the Avon Urban Renewal Authority, Colorado, on this February 22, 2008. (SEAL) Chairman Executive Director/Secretary C 6 EXHIBIT A (Facsimile Signature Certificates) r ~ U 11 E EXHIBIT B (Debt Service Schedule) • Direct Dial No.: (303) 299-8044 E-Mail: kcrawfordgsah.com Licensed in Colorado February 22, 2008 Internal Revenue Service Center Ogden, UT 84201 Avon Urban Renewal Authority Tax Increment Adjustable Rate Revenue Bonds (Town Center West Area Urban Renewal Project) Series 2008 - $25,000,000 0 Ladies and Gentlemen: On behalf of the Avon Urban Renewal Authority, enclosed are two copies (one originally-executed) of the completed Form 8038-G relating to the above-designated bond issue. Please date stamp this cover letter and return it to me in the postage prepaid, self- addressed envelope to indicate receipt of the enclosed Form 8038-G. Thank you for your assistance and if you have any questions, please feel free to contact me. Sincerely, Kimberley K. Crawford KKC/al Enclosure C • REQUEST AND AUTHORIZATION OF THE AUTHORITY TO AUTHENTICATE AND DELIVER THE BONDS I, the undersigned Executive Director/Secretary of the Avon Urban Renewal Authority, Colorado (the "Authority"), hereby order UMB Bank, n.a., as trustee (the "Trustee") under an Indenture of Trust dated as of February 15, 2008 (the "Indenture") between the Authority and the Trustee (capitalized terms used herein that are not otherwise defined shall have the respective meanings provided in the Indenture) as follows: 1. (a) To authenticate "Tax Increment Adjustable Rate Revenue Bonds (Town Center West Area Urban Renewal Project) Series 2008" in the aggregate original principal amount of $25,000,000 issued pursuant to the Indenture and a resolution adopted by the Authority on February 12, 2008, in fully registered form, registered in the name of Cede & Co.; and (b) To deliver such authenticated Bonds to the order of the original purchaser of the Bonds, upon receipt by the Trustee of a wire transfer from Stifel, Nicolaus & Company, Incorporated, payable to the order of the Authority in immediately available funds in the amount of $8,290,880, representing the purchase price of the Bonds. 2. To deposit or apply the proceeds from the sale of the Bonds as provided in Section 2.07 of the Indenture. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 0 IN WITNESS WHEREOF, we have hereunto set our hands this February 22, 2008. Executive Director/Secretary Receipt of the Bonds and such instructions is hereby acknowledged as of the date above written. UMB Bank, n.a., as Trustee By: Title: E 2 AVON URBAN RENEWAL AUTHORITY AUTHORITY REPRESENTATIVE CERTIFICATE IT IS HEREBY CERTIFIED THAT Larry Brooks, a specimen of whose signature appears below, is hereby appointed as "Authority Representative," as that term is defined in the Indenture of Trust dated as of February 15, 2008 (the "Indenture") between Avon Urban Renewal Authority (the "Authority") and UMB Bank, n.a. (the "Trustee"), and that such person is authorized to act for the Authority in all matters in connection with the Indenture. The above- named person shall serve in such capacity until his or her successor or successors are named in a certificate given to the Trustee. IN WITNESS WHEREOF, the Authority has caused this certificate to be executed February 22, 2008. U Authority Representative: Larry Brooks Chairman, Avon Urban Renewal Authority (AUTHORITY SEAL) v • GENERAL CERTIFICATE OF TRUSTEE The undersigned, a Senior Vice President of UMB Bank, n.a. (the "Bank), as Trustee, Registrar and Paying Agent pursuant to the Indenture (defined below), hereby certifies that: 1. I am duly authorized to act on behalf of the Bank. 2. Attached hereto as Exhibit A is a certified copy of Resolutions Concerning Signature Authority and Asset Management of the Bank executed by an Assistant Secretary setting forth the due appoint and qualification of the officer named in paragraph 6 hereof and the undersigned to act on behalf of the Bank. 3. Attached hereto as Exhibit B is a true, complete and correct copy of the Certificate of the Comptroller of the Currency granting to the Bank the right to exercise trust powers, and said grant has not been revoked or amended in any manner. 4. The Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America. 5. The Bank has all necessary corporate and trust powers under the laws of the United States of America required to authenticate the Series 2008 Bonds (defined below) and to act as Trustee, Bond Registrar and Paying Agent, and has duly authorized, executed and delivered, and has accepted and does hereby confirms its acceptance and consent to the duties and obligations of Trustee, Bond Registrar and Paying Agent under the Indenture of Trust dated as of February 15, 2008 (the "Indenture") between the Avon Urban Renewal Authority, Colorado (the "Authority") and the Bank. 6. The Indenture has been duly executed and delivered on behalf of the Bank by the individual named below, and the Indenture constitutes a valid and binding obligation of the Trustee enforceable in accordance with its terms. The following individual on the date hereof is duly elected and serving incumbent of the respective office set forth opposite his name below, and a true specimen signature appears opposite his name: Name Title Signature Kenneth B. Buckius Senior Vice President 7. On or before the date hereof, the Bank duly authenticated the original, fully registered "Avon Urban Renewal Authority Tax Increment Adjustable Rate Revenue Bonds (Town Center West Area Urban Renewal Project) Series 2008" (the "Series 2008 Bonds") in the aggregate original principal amount of $25,000,000, by the signature of an officer of the Bank ® thereunto duly authorized, whose specimen signature appears above. ® 8. To the best knowledge of the Bank, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending, or to the Bank's knowledge, threatened against the Bank, wherein an unfavorable decision, ruling or finding would adversely affect the authentication of the Series 2008 Bonds or the execution and delivery of or the ability of the Bank to perform its obligations under the Indenture. 9. To the best knowledge of the Bank, the information provided by the Bank concerning the Trustee in the Official Statement dated February 20, 2008, prepared in connection with the Bonds, is accurate in all material respects. 10. To the best knowledge of the Bank, the authentication of the Series 2008 Bonds and the execution and delivery of the Indenture and the performance by the Bank of its obligations thereunder do not violate or constitute a default under any court order or any agreement, indenture, mortgage, lease, note or other agreement or instrument which is binding upon the Bank. IN WITNESS WHEREOF, I have hereunto set my hand this February 22, 2008. UMB Bank, n.a., as Trustee, Bond Registrar and Paying Agent By: Senior Vice President 0 2 EXHIBIT A (Assistant Secretary Certificate of the Bank) E a EXHIBIT B (Certificate of the Comptroller) 0 CROSS RECEIPT The undersigned, a Senior Vice President of UMB Bank, n.a., as trustee (the "Trustee") under the Indenture of Trust dated as of February 15, 2008 (the "Indenture") between the Avon Urban Renewal Authority, Colorado (the "Authority") and the Trustee, hereby certifies on behalf of the Trustee, that: 1. On the date hereof, the Trustee delivered the "Avon Urban Renewal Authority Tax Increment Adjustable Rate Revenue Bonds (Town Center West Area Urban Renewal Project) Series 2008" (the "Bonds") in the aggregate original principal amount of $25,000,000 to Stifel, Nicolaus & Company, Incorporated, or its agents or assigns. 2. On the date hereof, the Trustee received from Stifel, Nicolaus & Company, Incorporated, the purchaser of the Bonds, in immediately available funds, $24,850,000, representing the full purchase price for the Bonds. IN WITNESS WHEREOF, I have hereunto set my hand this February 22, 2008. UMB Bank, n.a., as Trustee By: Title: E CERTIFICATE OF THE UNDERWRITER The undersigned representative of Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), hereby certifies in connection with the Avon Urban Renewal Authority Tax Increment Adjustable Rate Revenue Bonds (Town Center West Area Urban Renewal Project) Series 2008 (the "Bonds") issued pursuant to the Indenture of Trust dated as of February 15, 2008, between the Avon Urban Renewal Authority (the "Authority") and UMB Bank, n.a., as Trustee, and a resolution (the "Bond Resolution") adopted on February 12, 2008, by the Board of Commissioners of the Authority: 1. The Underwriter certifies that the initial Weekly Rate for the Bonds is The initial offering prices of the Bonds to the public (excluding bond houses, brokers or similar persons acting in the capacity of underwriters or wholesalers) at which prices a substantial amount of each maturity of the Bonds were sold are as shown on the cover of the Official Statement with respect to the Bonds (the "Official Statement"). The foregoing sentence is based on our expectations as of the sale date of the Bonds and not on actual facts after the sale date. In our opinion, this price was reasonable. • 2. Based on our experience as underwriters, and on current market conditions, an irrevocable, transferable letter of credit for the Bonds (the "Letter of Credit") was obtained from DEPFA BANK plc, acting through its New York Branch (the "Initial Credit Facility Provider"). The up-front fee for the Letter of Credit as well as the ongoing fees (the "Fees") are expected to be taken into account in calculating the yield on the Bonds. The present value of the Fees are less than the present value of the interest saved on the Bonds as a result of obtaining the Letter of Credit. In determining the present value for this purpose, using the reasonably expected yield (as defined in accordance with Section 148 of the Internal Revenue Code of 1986, as amended) on the Bonds determined with regard to the payment of the Fees was used as the discount rate. 3. Based on our experience as an underwriter of tax exempt municipal securities, and based on our knowledge of current market conditions prevailing now and at the time of sale and the nature of and structure of the Bonds, it is our opinion both as of the date of sale of the Bonds and as of the date hereof that the maintenance of the Bond Reserve Fund created and established under the Indenture (the "Bond Reserve Fund"), in the amount required by the Indenture is reasonably required to secure the Initial Credit Facility Provider and for the advantageous sale and marketing of the Bonds. The funding of the Bond Reserve Fund in the amount of the Bond Reserve Requirement (as such term is defined in the Indenture) was required by the Initial Credit Facility Provider as a condition to the issuance of the Letter of Credit, and was not in excess of the amount considered necessary for such purpose. The Bond Reserve Fund provides additional security to the Initial Credit Facility Provider, improving marketability of the Bonds and providing benefits to the Authority which are independent of any benefits that may be derived from the investment return on the moneys on deposit in the Bond Reserve Fund. The amount to be held in the Bond Reserve Fund is equal to $2,149,753.94, which amount is the lesser of (a) 10% of the stated principal amount of each series of the Bonds, unless original issue discount or premium on such Bonds exceeds 2%, then 10% of the issue price of the Bonds; (b) 100% of the maximum annual debt service on the Bonds; or (c) 125% of the average annual debt service on the Bonds, or the maximum amount of proceeds of a Series of the Bonds which may be deposited in the Bond Reserve Fund without adversely affecting the exclusion of the interest on such Series from federal income taxation. 4. The information set forth in Sections 21(d) and 21(e) of I.R.S. Form 8038- G executed by the Authority on the date hereof is true and correct. 5. The Underwriter represents that the sale of the Bonds is not subject to the continuing disclosure provisions of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 because the Bonds are offered in denominations of $100,000 or more and such securities, at the option of the holder thereof, may be tendered to the issuer of such securities or its designated agent for redemption or purchase at par value or more at least as frequently as every nine months until maturity, earlier redemption, or purchase by the issuer or its designated agent. 6. The Underwriter acknowledges receipt of the registered Series 2008 Bonds in the aggregate amount of $25,000,000, bearing interest, maturing, being in the denominations and registered as provided in the Indenture of Trust dated as of February 15, 2008 (the "Indenture") between the Avon Urban Renewal Authority, Colorado, and UMB Bank, n.a., as Trustee. 7. On the date hereof, the Underwriter received payment in full of all amounts due under the Bond Purchase Agreement relating to the Bonds. IN WITNESS WHEREOF, I have hereunto set my hand this February 22, 2008. STIFEL, NICOLAUS & COMPANY, INCORPORATED, as Underwriter By: Managing Director E • CERTIFICATE OF THE TOWN OF AVON, COLORADO RELATING TO THE FORMATION OF THE AVON URBAN RENEWAL AUTHORITY, COLORADO, AND THE APPROVAL OF THE TOWN CENTER WEST AREA URBAN RENEWAL PLAN I, the undersigned Town Clerk of the Town of Avon, Colorado (the "Town"), do hereby certify that attached hereto as Exhibit A are true and correct copies of the Resolutions and Ordinances relating to the formation of the Avon Urban Renewal Authority, Colorado, and the approval of the Town Center West Area Urban Renewal Plan, which Resolutions and Ordinances have not been repealed or amended and are in full force and effect in the form attached hereto as exhibits. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the Town this February 22, 2008. TOWN OF AVON, COLORADO ® Town Clerk (SEAL) E ® EXHIBIT A (Attach approving ordinances/resolutions) 11 11 CERTIFIED COPY OF THE TOWN CENTER WEST AREA URBAN RENEWAL PLAN I, the undersigned Town Clerk of the Town of Avon, Colorado (the "Town"), do hereby certify that attached hereto as Exhibit A is a true and correct copy of the Town Center West Area Urban Renewal Plan (the "Plan"), as duly adopted by the Town Council of the Town pursuant to Resolution No. 07-27, Series of 2007, on August 14, 2007, and that the Plan has not otherwise been amended or repealed and is in full force and effect on the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the Town this February 22, 2008. TOWN OF AVON, COLORADO Town Clerk (SEAL) C] EXHIBIT A (Town Center West Area Renewal Plan) CERTIFIED COPY OF THE REPLENISHMENT RESOLUTION I, the undersigned Town Clerk of the Town of Avon, Colorado (the "Town"), do hereby certify that attached hereto as Exhibit A is a true and correct copy of the Replenishment Resolution (the "Replenishment Resolution"), as duly adopted by the Town Council of the Town on February 12, 2008, and that the Replenishment Resolution has not been amended or repealed and is in full force and effect on the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the Town this February 22, 2008. TOWN OF AVON, COLORADO Town Clerk • (SEAL) 0 EXHIBIT A (Replenishment Resolution) E 0 • OMNIBUS CERTIFICATE OF THE TOWN IT IS HEREBY CERTIFIED by the undersigned, the duly chosen, qualified and acting Mayor, Town Clerk, Town Manager, and Finance Director of the Town of Avon, Colorado (the "Town"), that: Capitalized terms used in this Certificate have the same meanings as defined in the Indenture of Trust dated as of February 15, 2008 (the "Indenture") between the Avon Urban Renewal Authority (the "Authority") and UMB Bank, n.a., as Trustee, unless otherwise defined in this Certificate or the context otherwise requires. 1. The Town is a legally and regularly created, established, organized, and existing home rule municipality of the State of Colorado. 2. The Town, as originally incorporated, has never been consolidated with or annexed to any other municipality. No territory has been disconnected from the Town as originally incorporated. 3. Except as otherwise noted below, from at least January 1, 2008, up to and including the date of this Certificate, the following were the duly chosen, qualified and acting officers of the Town (the "Town Council"): Mayor: Ronald C. Wolfe Mayor Pro Tem: Brian Sipes Other Councillors: Richard Carroll David Dantas Kristi Ferraro Amy Phillips Tamra Nottingham Underwood Town Manager: Larry Brooks Finance Director: Scott Wright Town Clerk: Patty McKenny Town Attorney: John W. Dunn, Esq. 4. The Town has previously created, organized and established the Authority pursuant to Title 31, Article 25, Part 1, Colorado Revised Statutes (the "Urban Renewal Law"), and approved the South Sheridan Urban Renewal Plan (the "Plan") pursuant to Resolution No. 07-27 of Series 2007 adopted on August 14, 2007. 5. On the date hereof, (A) the following agreements and resolution relating to the Plan and for purposes authorized by the Urban Renewal Law, are in full force and effect, and have not been amended, modified or supplemented: (i) the Plan; (ii) the Reimbursement Agreement dated as of February 15, 2008 (the "Reimbursement Agreement") by and among the Authority, the Town and DEPFA BANK plc, acting through its New York Branch (the "Bank"); (iii) the Amended and Restated Cooperation Agreement dated as of February 12, 2008, between the Authority and the Town (the "Cooperation Agreement"); and (iv) the Replenishment Resolution of the Town adopted on February 12, 2008 (the "Replenishment Resolution"); and (B) the Town has performed all of its obligations required under or specified in the Reimbursement Agreement, the Cooperation Agreement, and the Replenishment Resolution required to be performed at or prior to the date hereof. 6. The Town has the right and power to approve the Plan and to approve and enter into the Reimbursement Agreement, the Cooperation Agreement and the Replenishment Resolution and to execute, deliver and perform its obligations under such resolutions and agreements. 7. By official action of the Town, the Town has duly approved the Plan, the Cooperation Agreement, the Reimbursement Agreement, and the Replenishment Resolution in accordance with the Town Charter and state law; the Town has full legal right, power and authority to enter into the Reimbursement Agreement, the Cooperation Agreement and to adopt the Replenishment Resolution; the Town has duly authorized and approved the execution and delivery of, and the performance by the Town of the obligations contained in, the Reimbursement Agreement, the Cooperation Agreement and the Replenishment Resolution and all other transactions contemplated thereby. 8. Neither the corporate existence nor the boundaries of the Town, nor the ® title of its present officers or any of them to their respective offices is being contested, including, without limitation, the members of the Town Council. 9. The Town has not received notice of any pending, nor to the Town's knowledge is there presently any threatened, action, suit, proceeding, inquiry or investigation against the Town, at law or in equity, by or before any court, public board or body, nor to the Town's knowledge is there any basis therefor, in any way adversely affecting the legal existence of the Town or the title of its officials to their respective offices, or materially and adversely affecting the right of the Town to approve the Plan or in any way materially and adversely contesting or affecting the territorial jurisdiction of the Town, the validity or enforceability of the Plan, the Reimbursement Agreement, the Cooperation Agreement or the Replenishment Resolution, or contesting the power of the Town or its authority with respect to Reimbursement Agreement, the Cooperation Agreement or the Replenishment Resolution. 10. The Town did officially cause the following documents to be executed in the name and on behalf of the Town, by the signing of such documents by the persons indicated below: the Reimbursement Agreement, executed by the Town Manager and attested by the Town Clerk; the Cooperation Agreement, executed by the Town Manager and attested by the Town Clerk; the Replenishment Resolution executed by the Mayor and attested by the Town Clerk. On the respective dates of delivery of such documents, we were the duly chosen and acting officers indicated on such documents and on this Certificate, and we were and are duly authorized to cause such documents to be executed, attested and countersigned as recited above. 11. Except as may be required under the Blue Sky or other securities laws of any state, all approvals, consents and orders of any governmental authority having jurisdiction in 2 the matter which would constitute a condition precedent to the enforceability of the Reimbursement Agreement, the Cooperation Agreement and the Replenishment Resolution or to any of the actions required to be taken by the Reimbursement Agreement, the Cooperation Agreement or the Replenishment Resolution prior to the date of this Certificate have been obtained and are in full force and effect. 12. To the best of the Town's knowledge, none of the following does or will conflict with, or constitute a breach by the Town of, or a default by the Town under, any law, court decree or order, governmental regulation, rule or order, resolution, agreement, indenture, mortgage or other instrument to which the Town is subject or by which it is bound: (a) the Town's adoption of the Replenishment Resolution, approval and execution of the Plan, and execution and delivery of, and performance of its obligations under Reimbursement Agreement, and the Cooperation Agreement; or (b) any action contemplated by or taken pursuant to the Plan, the Replenishment Resolution, the Reimbursement Agreement, and the Cooperation Agreement. 13. To the best of our knowledge and belief, the information contained in the Official Statement (the "Official Statement") issued in connection with the sale of the Authority's Tax Increment Adjustable Rate Revenue Bonds (Town Center West Area Urban Renewal Project) Series 2008 (the "Bonds") dated February 20, 2008, concerning the Town did ® not, and does not, contain any untrue statement of a material fact or omit any statement of material fact required to be stated or necessary to make the statements about the Town made in the Official Statement, in light of the circumstances under which they were made, not misleading, subject to the condition that while information in the Official Statement identified as having been obtained from sources other than the Town is not guaranteed as to its accuracy, completeness or fairness, the undersigned have no reason to believe, and do not believe, that such information is materially inaccurate or misleading. 14. All meetings of the Council relating to the Plan, the Replenishment Resolution, the Cooperation Agreement, and the Reimbursement Agreement have been open to the public at all times, and advance public notice of the time and place of each of the meetings was duly given in accordance with the laws of the State of Colorado. 15. To the best of our knowledge, the Mayor or any other member of the Board, or any other officer, employee or agent of the Council or the Town, is not interested (except in the performance of his or her official rights, privileges, powers and duties) directly or indirectly in the profits of any contract, job for work or services to be performed and pertaining to the adoption of the Replenishment Resolution by the Town. 16. The Related Documents (as defined in the Reimbursement Agreement) to which the Town is a party have been duly executed and delivered by the Town and have not been modified, amended or rescinded, are in full force and effect on and as of the date hereof, and each representation and warranty on the part of the Town contained in any Related Document to 40 which the Town is a party is true and correct in all material respects as of the date hereof. 3 ® 17. No Default or Event of Default or Potential Default (as defined in the Reimbursement Agreement) under the Reimbursement Agreement has occurred and is continuing or would result from the issuance of the Initial Credit Facility or the execution, delivery or performance of the Reimbursement Agreement or any Related Document to which the Town is a party. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] • 4 9 WITNESS our hands and the corporate seal of the Town of Avon, Colorado, on this February 22, 2008. (SEAL) Mayor Town Clerk Town Manager Finance Director E 0 CERTIFICATE OF REMARKETING AGENT The undersigned officer of Stifel, Nicolaus & Company, Incorporated (the "Remarketing Agent"), in connection with the issuance by the Avon Urban Renewal Authority (the "Authority") of its Tax Increment Adjustable Rate Revenue Bonds, Series 2008, in the principal amount of $25,000,000 (the "Bonds"), hereby certifies as follows (capitalized terms used herein and not defined shall have the meanings ascribed thereto by the authorizing bond resolution adopted on February 12, 2008, by the Board of Commissioners of the Authority, and the Indenture of Trust dated as of February 15, 2008, between the Authority and UMB Bank, n.a., as Trustee, pursuant to which the Bonds are issued): 1. The Remarketing Agent has been designated as the "Remarketing Agent" under the Indenture, and has executed a Remarketing Agreement with respect to the Bonds (the "Remarketing Agreement'). 2. The Remarketing Agent has full authority under its corporate documents and all applicable federal and state securities laws to act as Remarketing Agent, has all licenses, permits, and other authority necessary to perform its obligations under the Remarketing Agreement, and has accepted and does hereby accept the duties of Remarketing Agent under the Remarketing Agreement. 3. The undersigned officer of the Remarketing Agent is duly authorized by all applicable laws, rules, regulations, and corporate documents to make the representations contained herein. IN WITNESS WHEREOF, I have hereunto set my name this February 22, 2008. STIFEL, NICOLAUS & COMPANY, INCORPORATED, as Remarketing Agent By: Managing Director 0