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SALE CERTIFICATEAVON URBAN RENEWAL AUTHORITY ® TAX INCREMENT ADJUSTABLE RATE REVENUE BONDS (TOWN CENTER WEST AREA URBAN RENEWAL PROJECT) SERIES 2008 SALE CERTIFICATE The undersigned is the Executive Director/Secretary of the Avon Urban Renewal Authority, Colorado (the "Authority") and hereby certifies the following: 1. Capitalized terms used but not defined herein shall have the meanings given in the Indenture of Trust dated as of February 15, 2008 (the "Indenture") between the Authority and UMB Bank, n.a., as Trustee. 2. On February 20, 2008, Stifel, Nicolaus and Company, Incorporated (the "Purchaser") submitted a written offer (the "Proposal") to purchase the Avon Urban Renewal Authority, Tax Increment Adjustable Rate Revenue Bonds (Town Center West Area Urban Renewal Project), Series 2008 (the "Bonds") for a price of $24,850,000 (which is equal to the par amount of the Bonds of $25,000,000, less underwriter's discount of $150,000). The purchase price is 99.4% of the original principal amount of the Bonds. 3. On the date hereof, I accepted the Proposal of the Purchaser on behalf of the Authority pursuant to the authority delegated to me by a Resolution of the Board of Commissioners of the Authority adopted on February 12, 2008. • 4. The principal amount of the Bonds shall be $25,000,000. The Bonds shall mature on June 1, 2032, and shall initially bear interest at a Weekly Interest Rate of per annum. 5. The Bonds are subject to mandatory sinking fund redemption at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption date. As and for a sinking fund for the redemption of the Bonds, there shall be redeemed (after any credits provided for in this Indenture) on the first Interest Payment Date in December in the following years the following principal amounts of Bonds: U Maturity Date December 1, 2011 Principal Amount $ 355,000 December 1, 2012 690,000 December 1, 2013 725,000 December 1, 2014 755,000 December 1, 2015 790,000 December 1, 2016 825,000 December 1, 2017 860,000 December 1, 2018 900,000 December 1, 2019 940,000 December 1, 2020 985,000 December 1, 2021 1,030,000 December 1, 2022 1,075,000 December 1, 2023 1,120,000 December 1, 2024 1,170,000 December 1, 2025 1,225,000 December 1, 2026 1,280,000 December 1, 2027 1,335,000 December 1, 2028 1,395,000 December 1, 2029 1,460,000 December 1, 2030 1,525,000 December 1, 2031 1,595,000 June 1, 2032* 2,965,000 *Maturity Date 6. The Bonds shall be subject to optional redemption, optional tender and mandatory tender as set forth in the Indenture. n -2- ® DATED this February 20, 2008. AVON URBAN RENEWAL AUTHORITY, COLORADO By: Executive Director/Secretary E n -3- 765424.1