Reoffering Agreement Sample Contracts

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THE DELAWARE ECONOMIC DEVELOPMENT AUTHORITY REOFFERING AGREEMENT
Reoffering Agreement • December 1st, 2010 • Delmarva Power & Light Co /De/ • Electric & other services combined • New York
THE DELAWARE ECONOMIC DEVELOPMENT AUTHORITY REOFFERING AGREEMENT
Reoffering Agreement • June 3rd, 2011 • Delmarva Power & Light Co /De/ • Electric & other services combined • New York
MARYLAND ECONOMIC DEVELOPMENT CORPORATION REOFFERING AGREEMENT Pollution Control Revenue Refunding Bonds (Potomac Electric Project) 2006 Series
Reoffering Agreement • March 18th, 2009 • Potomac Electric Power Co • Electric services • New York

The offer and resale of the Bonds by the Company in accordance with the Reoffering Agreement does not require registration under the Securities Act of 1933, as amended. In expressing this opinion, we have assumed, with your permission, and without having conducted any independent investigation or analysis with respect to the matter, that the Bonds have been duly and validly issued and that the interest thereon is not includable (with only the limited exceptions expressly set forth in the opinions of bond counsel referred to below) in the gross income of the owners thereof for United States federal income tax purposes. We note that you have received (i) an opinion from McKennon Shelton & Henn LLP, as bond counsel, dated as of April 13, 2006, regarding, among other things, (A) the United States federal income tax treatment of the interest on the Bonds and (B) the valid issuance of the Bonds by the Issuer and (ii) an opinion from McKennon Shelton & Henn LLP, as bond counsel, of even date

THE POLLUTION CONTROL FINANCING AUTHORITY OF SALEM COUNTY REOFFERING AGREEMENT Pollution Control Revenue Refunding Bonds (Atlantic City Electric Company Project) Series 2004A due June 1, 2029
Reoffering Agreement • March 11th, 2010 • Atlantic City Electric Co • Electric services • New York

As to certain matters of fact, we have relied upon the representations of the Authority and the Company, and where we have deemed appropriate, representations or other certifications of public officials. We do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Reoffering Circular except as expressly provided herein.

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