$32,145,000 The Delaware Economic Development Authority Revenue Bonds (Delaware State University Project) Series 2012

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1 NEW ISSUE - BOOK ENTRY ONLY $32,145,000 The Delaware Economic Development Authority Revenue Bonds (Delaware State University Project) Series 2012 Rating: S&P: A+ In the opinion of Ballard Spahr, LLP, Wilmington, Delaware, Bond Counsel, interest on the 2012 Bonds is excludable from gross income for purposes of federal income tax, assuming continuing compliance by the Authority and the University with the requirements of the federal tax laws. Interest on the 2012 Bonds is not a preference item for purposes of either individual or corporate federal alternative minimum tax; however, interest paid to corporate holders of the 2012 Bonds may be indirectly subject to alternative minimum tax under circumstances described under TAX MATTERS herein. Bond Counsel is also of the opinion that, under existing statutes, so long as interest on the 2012 Bonds is excluded from gross income for the purposes of federal income taxation, such interest will be excluded from taxable income for the purposes of the personal and corporate income taxes imposed by the State of Delaware. (See TAX MATTERS herein.) DATED: Date of Delivery DUE: October 1, as shown on the Inside cover page INTEREST PAYABLE: April 1 and October 1 FIRST INTEREST PAYMENT: October 1, 2012 The Delaware Economic Development Authority Revenue Bonds (Delaware State University Project) Series 2012 (the 2012 Bonds ) are being issued pursuant to a Trust Indenture dated as of July 15, 1992 (the Trust Indenture ), as supplemented and amended by a Supplemental Indenture No. 1 dated as of February 1, 1996, a Supplemental Indenture No. 2 dated as of September 15, 1997, a Supplemental Indenture No. 3 dated as of April 1, 1999, a Supplemental Indenture No. 4, dated as of December 1, 2007 and a Supplemental Trust Indenture No. 5 dated as of March 1, 2012 (the Trust Indenture as so supplemented and amended, the Indenture ) by and between The Delaware Economic Development Authority (the Authority ) and The Bank of New York Mellon Trust Company, N.A. (as successor trustee to Chase Manhattan Bank of Delaware, formerly Bank of Delaware), as Trustee (the Trustee ). The 2012 Bonds, any Additional Bonds and Alternative Indebtedness of Delaware State University (formerly Delaware State College), a Delaware nonprofit corporation (the University ), are secured and payable solely from certain funds held by the Trustee under the Indenture and payments made by the University, pursuant to a Fourth Supplemental Loan Agreement, dated as of March 1, 2012 between the University and the Authority (the Fourth Supplemental Loan Agreement ) which supplements the Loan Agreement dated as of July 15, 1992 (the Original Loan Agreement ), as previously supplemented by the First Supplemental Loan Agreement dated as of February 1, 1996, a Second Supplemental Loan Agreement dated April 1, 1999, and a Third Supplemental Loan Agreement dated as of December 1, 2007 (the Original Loan Agreement, as so supplemented and amended, the Loan Agreement ). The obligations of the University under the Loan Agreement are secured by a pledge of certain revenues of the University (the Pledged Revenues ). The 2012 Bonds are subject to redemption prior to maturity as provided herein. The 2012 Bonds are issuable as fully registered bonds, in book-entry form, and shall initially be registered in the name of Cede & Co., as nominee for The Depository Trust Company ( DTC ), New York, New York, which will act as securities depository for the 2012 Bonds. Purchasers will not receive certificates representing their ownership interest in the 2012 Bonds. So long as Cede & Co. is the registered owner, as nominee of DTC, references herein to Owners, Registered Owners or Bondholders shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the 2012 Bonds. Beneficial ownership of the 2012 Bonds may be acquired in denominations of $5,000 and/or integral multiple thereof. Principal of and interest on the 2012 Bonds will be paid by the Trustee pursuant to the provisions of the Indenture. So long as DTC or its nominee, Cede & Co. is the registered owner, such payments will be made directly to Cede & Co. Disbursement of such payments to DTC Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of the DTC Participants and the Indirect Participants, as more fully described herein. Interest will be payable on October 1, 2012, and semiannually thereafter on each April 1 and October 1 (each an Interest Payment Date ) by check mailed to the Bondholders whose names appear on the Bond Register as of the close of business on the 15th day of the month preceding each Interest Payment Date (the Regular Record Date ). Interest on the 2012 Bonds is also payable by wire transfer to a designated account at a member bank of the Federal Reserve System at the election of any registered owner of $1,000,000 or more in aggregate principal amount of 2012 Bonds, provided that any such election shall be received by the Trustee in writing not less than 15 days prior to the Regular Record Date. The 2012 Bonds are being issued to finance: (1) the refunding of certain maturities of The Delaware Economic Development Authority Revenue Refunding Bonds (Delaware State University Project) Series 1999; (2) the purchase of University Village, a four building, 628 bed student housing facility and dining hall located on the campus of the University, the construction of which was financed by the Kent County, Delaware Variable Rate Demand Student Housing Revenue Bonds (Delaware State University Student Housing Foundation Project) Series 2004B; (3) the funding of any required reserve funds relating to the 2012 Bonds; and (4) the costs of issuance and any credit enhancement of the 2012 Bonds. THE 2012 BONDS AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM PAYMENTS UNDER THE LOAN AGREEMENT AND FROM OTHER FUNDS MAINTAINED UNDER THE INDENTURE, ALL AS MORE FULLY DESCRIBED HEREIN. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF DELAWARE (THE STATE ) OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, INCLUDING THE AUTHORITY, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE 2012 BONDS, NOR IS THE STATE OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, INCLUDING THE AUTHORITY, IN ANY MANNER OBLIGATED TO MAKE ANY APPROPRIATION FOR PAYMENT THEREOF. THE AUTHORITY HAS NO TAXING POWER. OTHER THAN WITH RESPECT TO THE INFORMATION CONCERNING THE AUTHORITY CONTAINED UNDER THE CAPTIONS THE AUTHORITY AND LITIGATION, NONE OF THE INFORMATION IN THIS OFFICIAL STATEMENT HAS BEEN SUPPLIED OR VERIFIED BY THE AUTHORITY AND THE AUTHORITY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. The 2012 Bonds are offered when, as and if issued by the Authority and accepted by the Underwriter, subject to prior sale, withdrawal of or modification of the offer without notice, and subject to the approval of their legality by Ballard Spahr LLP, Wilmington, Delaware, Bond Counsel, to be furnished upon delivery of the 2012 Bonds. Certain legal matters will be passed upon for the Authority by the Department of Justice of the State of Delaware, for the University by Thomas Preston, General Counsel of the University, Dover, Delaware, and for the Underwriter by Fineman Krekstein & Harris, P.C. and The Smyler Firm, both of Philadelphia, Pennsylvania. It is expected that the 2012 Bonds in definitive form will be available for delivery through the facilities of DTC in New York, New York on or about March 1, The date of this Official Statement is February 23, WELLS FARGO SECURITIES

2 $32,145,000 The Delaware Economic Development Authority Revenue Bonds (Delaware State University Project) Series 2012 MATURITY SCHEDULE, AMOUNTS, INTEREST RATES, AND PRICES $22,045,000 Serial Bonds Maturity (October 1) Principal Amount Interest Rate Price Yield CUSIP 2012 $ 1,180, % % 0.400% PJ ,500, PK ,795, PL , PM , PN , PP , PQ , PR , PS ,030, PT ,075, PU ,110, PV ,140, PW ,180, * PX ,225, PY ,265, PZ ,305, QA ,360, * QB ,420, QC1 $10,100, % Term Bonds Due October 1, 2036, Price %* to Yield 3.78%, CUSIP No QD9 The 2012 Bonds are subject to optional redemption on or after October 1, * Priced at the stated yield to the October 1, 2022 redemption date. Registered trademark of American Bankers Association. CUSIP numbers are provided by Standard & Poor s, CUSIP Service Bureau, a division of the McGraw-Hill Companies, Inc. The CUSIP numbers listed above are being provided solely for the convenience of bondholders only at the time of issuance of the 2012 Bonds and neither the Authority nor the University makes any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject to change after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other secondary market enhancement by bondholders that may be applicable to all or a portion of certain maturities of the 2012 Bonds.

3 AUTHORITY The Delaware Economic Development Authority Dover, Delaware AUTHORITY COUNSEL The Department of Justice of the State of Delaware Wilmington, Delaware UNIVERSITY Delaware State University Dover, Delaware UNIVERSITY COUNSEL Thomas Preston, General Counsel Dover, Delaware BOND COUNSEL Ballard Spahr LLP Wilmington, Delaware TRUSTEE The Bank of New York Mellon Trust Company, N.A. Philadelphia, Pennsylvania UNDERWRITER Wells Fargo Securities Philadelphia, Pennsylvania CO-UNDERWRITER S COUNSEL Fineman Krekstein & Harris, P.C. The Smyler Firm Philadelphia, Pennsylvania FINANCIAL ADVISOR TO UNIVERSITY T. K. Beckett Associates, LLC Berwyn, Pennsylvania

4 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY ENGAGE IN TRANSACTIONS WHICH MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE BONDS. SUCH ACTIONS, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME WITHOUT PRIOR NOTICE. THE ORDER AND PLACEMENT OF MATERIALS IN THIS OFFICIAL STATEMENT INCLUDING THE APPENDICES, ARE NOT TO BE DEEMED TO BE A DETERMINATION OF RELEVANCE, MATERIALITY OR IMPORTANCE, AND THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES, MUST BE CONSIDERED IN ITS ENTIRETY. THE OFFERING OF THE 2012 BONDS IS MADE ONLY BY MEANS OF THIS ENTIRE OFFICIAL STATEMENT. No dealer, broker, salesman or other person has been authorized by The Delaware Economic Development Authority (the Authority ) or Delaware State University (the University ), to give any information or to make any representations with respect to the 2012 Bonds 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 either of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the 2012 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. Certain information contained herein has been obtained from the University and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness by the Underwriter or the Authority, and, except for information concerning the Authority, it is not to be construed as a representation of the Authority. The information set forth herein relative to The Depository Trust Company, New York, New York ( DTC ) and DTC's book-entry only system has been supplied by DTC for inclusion herein. Such information has not been independently verified by the Underwriter or the Authority or the University and neither the Authority nor the University makes any representation as to the accuracy or completeness of such information provided by DTC. The 2012 Bonds have not been registered under the Securities Act of 1933, as amended, and the Indenture has not been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon certain exemptions contained in such federal laws. In making an investment decision, investors must rely upon their own examination of the 2012 Bonds and the security therefore, including an analysis of the risk involved. The 2012 Bonds have not been recommended by any federal or state securities commission or regulatory authority. The registration, qualification or exemption of the 2012 Bonds in accordance with applicable provisions of securities laws of the various jurisdictions in which the 2012 Bonds have been registered, qualified or exempted cannot be regarded as a recommendation thereof. Neither such jurisdictions nor any of their agencies have passed upon the merits of the 2012 Bonds or the adequacy, accuracy or completeness of this Official Statement. Any representation to the contrary may be a criminal offense. References in this Official Statement to statutes, laws, rules, regulations, resolutions, agreements, reports and documents do not purport to be comprehensive or definitive, and all such references are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. This Official Statement is submitted in connection with the sale of the Bonds and may not be reproduced or used, in the whole or in part, for any other purpose. This Official Statement speaks only as of the date printed on the cover page hereof. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstance, create any implication that there has been no change in the affairs of the parties referred to above since the date hereof in any of the information set forth herein since the date hereof or the date as of which particular information was given, if earlier. This Official Statement will be made available through the Electronic Municipal Market Access System ( EMMA ), which is the sole Nationally Recognized Municipal Securities Information Repository under Securities Exchange Commission Rule 15c2-12.

5 TABLE OF CONTENTS INTRODUCTORY STATEMENT... 1 THE 2012 BONDS... 2 General... 2 Book-Entry-Only System... 3 Redemption... 5 Notice of Redemption... 5 Procedure for and Selection of the 2012 Bonds for Redemption... 6 Annual Debt Service Requirements... 7 SECURITY FOR THE 2012 BONDS... 8 Limited Obligations Bonds Issued as Additional Bonds... 8 Pledge and Assignment of Trust Estate... 8 Loan Agreement... 8 Security Interest in Pledged Revenues... 8 Rate Covenant Debt Service Reserve Fund Limitations on Enforceability Parity Indebtedness Additional Bonds PLAN OF FINANCE THE UNIVERSITY ESTIMATED SOURCES AND USES OF FUNDS THE AUTHORITY BONDHOLDERS' RISKS General Tax Status of 2012 Bonds and the University Grant of Security Interest in Future Revenues Enforceability of Remedies State and Federal Legislation Other Risk Factors Limitation of Authority's Liability TAX MATTERS LEGAL MATTERS Financial Statements CONTINUING DISCLOSURE UNDERTAKING LITIGATION The Authority The University THE TRUSTEE UNDERWRITING FINANCIAL ADVISOR RATINGS OTHER MATTERS Appendix A Delaware State University Appendix B Audited Financial Statements of the University Appendix C Definitions of Certain Terms and Summaries of Indenture and Loan Agreement Appendix D Form of Bond Counsel Opinion

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7 OFFICIAL STATEMENT $32,145,000 The Delaware Economic Development Authority Revenue Bonds (Delaware State University Project) Series 2012 INTRODUCTORY STATEMENT The purpose of this Official Statement, including the cover page and the Appendices hereto, is to set forth information in connection with the offering by The Delaware Economic Development Authority (the Authority ) of its $32,145,000 Revenue Bonds (Delaware State University Project), Series 2012 (the 2012 Bonds ). See APPENDIX C for definitions of certain words and terms used herein not otherwise defined herein. The 2012 Bonds will be issued under and secured pursuant to a Trust Indenture dated as of July 15, 1992, as amended and supplemented by a Supplemental Indenture No. 1 dated as of February 1, 1996, a Supplemental Indenture No. 2 dated as of September 15, 1997, a Supplemental Indenture No. 3 dated as of April 1, 1999, a Supplemental Indenture No. 4 dated as of December 1, 2007, and a Supplemental Indenture No. 5 dated as of March 1, 2012 (collectively, the Indenture ) between the Authority and The Bank of New York Mellon Trust Company, N.A. of Philadelphia, Pennsylvania (as successor trustee to Chase Manhattan Bank, Delaware, formerly Bank of Delaware), as trustee (the Trustee ). The 2012 Bonds and any Additional Bonds issued under the Indenture are hereinafter referred to as the Bonds. The Bonds and any Alternative Indebtedness that may be incurred by the University are secured on a parity basis as and to the extent provided in the Indenture. The proceeds of the 2012 Bonds will be loaned to Delaware State University (the University ) to finance the 2012 Project (as hereinafter defined) pursuant to a Fourth Supplemental Loan Agreement, dated as of March 1, 2012, between the Authority and the University (the Fourth Supplemental Loan Agreement ) which supplements a Loan Agreement dated as of July 15, 1992 (the Original Loan Agreement ), as previously supplemented and amended by the Supplemental Loan Agreement dated as of February 1, 1996 (the First Supplemental Loan Agreement ), a Second Supplemental Loan Agreement dated April 1, 1999 (the Second Supplemental Loan Agreement ), and a Third Supplemental Loan Agreement dated as of December 1, 2007 (the Third Supplemental Loan Agreement ), each between the Authority and the University, (collectively, the Loan Agreement ). The University's obligations under the Loan Agreement are secured by a pledge of certain revenue of the University (the Pledged Revenues ). Pursuant to the Indenture, the Authority has assigned substantially all its right, title and interest (except certain Reserved Rights) in the Loan Agreement (including the Pledged Revenues) to the Trustee as security for the Bonds and any Alternative Indebtedness incurred by the University in accordance with the requirements of the Loan Agreement. The University is a nonprofit corporation created by and existing under the provisions of Title 14, Part III, Delaware Code, and has been determined to be an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ). The University, founded in 1891 and located in Dover, Delaware, is a comprehensive state assisted land grant University offering degree programs at the bachelor's, masters and doctoral level. For a detailed description of the University, see APPENDIX A - Delaware State University. The proceeds of the 2012 Bonds will be used to finance: (1) the refunding of certain maturities of The Delaware Economic Development Authority Revenue Refunding Bonds (Delaware State

8 University Project) Series 1999 (the 1999 Bonds ); (2) the purchase of University Village, a four building, 628 bed student housing facility and dining hall located on the campus of the University, the construction of which was financed by the Kent County, Delaware Variable Rate Demand Student Housing Revenue Bonds (Delaware State University Student Housing Foundation Project) Series 2004B (the 2004B Bonds ); (3) the funding of any required reserve funds relating to the 2012 Bonds; and (4) the costs of issuance and any credit enhancement of the 2012 Bonds, as further described under PLAN OF FINANCE and ESTIMATED SOURCES AND USES OF FUNDS herein. The descriptions and summaries of various documents set forth in this Official Statement do not purport to be comprehensive or definitive and reference is made to each document for complete details of all terms and conditions. All statements herein are qualified by the terms of each such document in its entirety. Copies of all such documents are available for inspection at the principal corporate trust office of the Trustee. See APPENDIX C - Definitions of Certain Terms and Summaries of Indenture and Loan Agreement. THE 2012 BONDS AND THE INTEREST AND THE PREMIUM, IF ANY, PAYABLE THEREON ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM PAYMENTS UNDER THE LOAN AGREEMENT AND FROM OTHER FUNDS MAINTAINED UNDER THE INDENTURE, ALL AS HEREINAFTER MORE FULLY DESCRIBED. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF DELAWARE (THE STATE ) OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, INCLUDING THE AUTHORITY, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE 2012 BONDS, NOR IS THE STATE OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF INCLUDING THE AUTHORITY IN ANY MANNER OBLIGATED TO MAKE ANY APPROPRIATION FOR PAYMENT THEREOF. THE AUTHORITY HAS NO TAXING POWER. THE 2012 BONDS General The 2012 Bonds are dated the date of delivery, and bear interest at the rates and mature in the amounts and on the dates listed in the maturity schedule on the inside front cover page of this Official Statement. Interest on the 2012 Bonds will be payable semiannually on each April 1 and October 1, beginning on October 1, 2012, (each an Interest Payment Date ), until maturity or prior redemption. The 2012 Bonds are issued only as fully registered Bonds, in denominations of $5,000 and any integral multiple thereof. Initially, the registered owner will be The Depository Trust Company, as described below under THE 2012 BONDS - Book-Entry-Only-System. The principal of the 2012 Bonds is payable to the Bondholders upon presentation and surrender of such 2012 Bonds at the principal corporate trust office of the Trustee. Interest on the 2012 Bonds is payable on each Interest Payment Date by check or draft mailed to the registered owner as of the close of business on the fifteenth day of the month next preceding such Interest Payment Date (the Regular Record Date ), irrespective of any transfer or exchange of such 2012 Bonds subsequent to such Regular Record Date and prior to such Interest Payment Date, unless the Authority is then in default of the payment of interest due on such Interest Payment Date. In the event of any such default, such defaulted interest will be payable to the person in whose name such bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest established by notice mailed by the Trustee on behalf of the Authority to the registered owners of affected 2012 Bonds not less than 15 days prior to such Special Record Date. Interest on the 2012 Bonds is also payable by wire transfer to a designated account at a member bank of the Federal Reserve System at the election of any registered owner of $1,000,000 or more in aggregate principal amount of 2012 Bonds provided that any such election shall be received by the Trustee in writing not less than 15 days prior to the Regular Record Date. 2

9 During any period when the 2012 Bonds are held through The Depository Trust Company, principal and interest will be paid to the beneficial owners as described below under THE 2012 BONDS- Book-Entry-Only-System. Book-Entry-Only System The Depository Trust Company ( DTC ), New York, New York, will act as securities depository for the 2012 Bonds. The 2012 Bonds will be issued as fully-registered bonds 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 certificate will be issued for each maturity of 2012 Bonds, in the aggregate principal amount of such maturity, 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 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 Purchases of 2012 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2012 Bonds on DTC's records. The ownership interest of each actual purchaser of each 2012 Bonds ( 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 2012 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 interest in 2012 Bonds, except in the event that use of the book-entry system for the 2012 Bonds is discontinued. To facilitate subsequent transfers, all 2012 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 2012 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 2012 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such 2012 Bonds are credited, 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. 3

10 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 2012 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the 2012 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 2012 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to 2012 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to an issuer 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 2012 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, and payments of principal and interest on the 2012 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 issuer or its agent, on 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 bonds 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, the Trustee or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments of redemption proceeds and payment on the bonds, if any, and interest on the Bonds 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 Trustee, disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. A Beneficial Owner shall give notice to elect to have its 2012 Bonds purchased or tendered, through its Participant, to the Trustee, and shall effect delivery of such 2012 Bonds by causing the Direct Participant to transfer the Participant's interest in the 2012 Bonds, on DTC's records, to the Trustee. The requirement for physical delivery of 2012 Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the 2012 Bonds are transferred by Direct Participants on DTC's records and followed by a book-entry credit of tendered 2012 Bonds to the Trustee's DTC account. DTC may discontinue providing its services as securities depository with respect to the 2012 Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, 2012 Bonds 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, 2012 Bonds certificates will be printed and delivered to DTC. THE AUTHORITY AND THE TRUSTEE WILL NOT HAVE ANY RESPONSIBILITY OR OBLIGATION TO DTC PARTICIPANTS OR THE PERSONS FOR WHOM THEY 4

11 ACT AS NOMINEES WITH RESPECT TO THE ACCURACY OF THE RECORDS OF DTC, ITS NOMINEE OR ANY DTC PARTICIPANT WITH RESPECT TO ANY OWNERSHIP INTEREST IN THE 2012 BONDS, OR PAYMENTS TO, OR THE PROVIDING OF NOTICE FOR, DTC PARTICIPANTS OR THE INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS. The information in this section concerning DTC and DTC's book-entry system has been obtained from DTC. The Authority and the University take no responsibility for the accuracy thereof. Redemption Optional Redemption. The 2012 Bonds maturing on or after October 1, 2023 are subject to optional redemption at the option of the Authority (to be exercised at the direction of the University), in any order of maturity and in whole at any time, or in part in multiples of $5,000 at any time and from time to time on or after October 1, 2022 from moneys deposited with or held by the Trustee in the Optional Redemption Fund for such purpose at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date. Mandatory Redemption. The 2012 Bonds maturing on October 1, 2036 are subject to mandatory redemption at a price of 100% of the principal amount thereof in advance of their maturity date, as provided in the table below: 2012 Bonds Mandatory Sinking Fund Principal Amount October 1, 2031 $1,480,000 October 1, ,555,000 October 1, ,635,000 October 1, ,720,000 October 1, ,810,000 October 1, 2036* 1,900,000 *Maturity Extraordinary Redemption. The 2012 Bonds are also subject to redemption in whole or in part at any time, in any order of maturity and by lot within a maturity, in the principal amount thereof and accrued interest thereon, without premium, from (i) proceeds from the condemnation of the Project Facilities and (ii) proceeds from insurance received in connection with the loss, damage, title defect or destruction of the Project Facilities as provided in the Indenture. The 2012 Bonds are also subject to redemption in whole at any time if, (i) as a result of any changes in the Constitution of the United States or of the State or by reason of any judicial decision, the Loan Agreement becomes unenforceable or impossible to perform, or (ii) unreasonable burdens or excessive liabilities are imposed on the University, including, without limitation, the imposition of federal, state or other ad valorem property, income or other taxes not being imposed on the date of the Loan Agreement. In the event of any such redemption, the 2012 Bonds shall be subject to redemption in the principal amount thereof plus accrued interest to the date of redemption, without premium. Notice of Redemption Notice of redemption of the 2012 Bonds will be given by the Trustee by mailing a copy of such notice to DTC, as the registered owner of the 2012 Bonds, and such mailing shall be a condition precedent to such redemption. Failure of any Beneficial Owner to receive a copy of such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds. If less than all of the 2012 Bonds of one maturity shall be called for redemption, the Trustee at 5

12 the direction of the Authority shall notify DTC not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption of the particular amount of such maturity to be redeemed. DTC shall determine the amount of each Participant's interest in such maturity to be called for redemption and each Participant shall then select the ownership interest in such maturity to be redeemed. At such time as DTC or its nominee is not the registered owner of the 2012 Bonds, the transfer provisions and notice of redemption provisions applicable to the 2012 Bonds will be adjusted pursuant to the Indenture. Interest on any 2012 Bonds called for redemption shall cease to accrue from and after the date fixed for redemption if, on such date, sufficient moneys for the redemption of all such Bonds, together with interest to the date fixed for redemption, shall be held by the Trustee. Procedure for and Selection of the 2012 Bonds for Redemption No partial optional redemption or partial extraordinary redemption shall be effected unless the total amount of funds available and to be used is equal to or exceeds $50,000. If fewer than all of the 2012 Bonds of a maturity are to be redeemed, the 2012 Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot in such manner as the Trustee in its discretion may determine and at such time as will permit the mailing of the notice referred to above. In the event a 2012 Bond is of a denomination larger than $5,000, a portion of such 2012 Bond may be redeemed, but such 2012 Bonds shall be redeemed only in the principal amount of $5,000 each or any integral multiple thereof. [Balance of Page Intentionally Left Blank] 6

13 Annual Debt Service Requirements Payments of principal (including mandatory sinking fund redemptions) of, and interest on, the 2012 Bonds and the University's outstanding debt service for its outstanding 1999 Bonds (remaining after the 2012 Project) and 2007 Bonds (defined below) for each year ending June 30 are shown below: Year Ending June Bonds Principal Payments 2012 Bonds Interest Payments Total 2012 Bond Debt Service Existing Debt Service 1 Total Debt Service $2,290, $2,290, $ 1,180, $ 1,329, $ 2,509, ,372, ,881, ,500, ,199, ,699, ,372, ,071, ,795, ,157, ,952, ,372, ,324, , ,117, ,947, ,336, ,284, , ,088, ,948, ,337, ,286, , ,053, ,948, ,331, ,279, , ,021, ,951, ,452, ,403, , , ,948, ,478, ,426, , , ,948, ,444, ,393, ,030, , ,948, ,444, ,393, ,075, , ,951, ,475, ,426, ,110, , ,949, ,476, ,426, ,140, , ,947, ,476, ,423, ,180, , ,946, ,476, ,422, ,225, , ,949, ,389, ,339, ,265, , ,950, ,478, ,429, ,305, , ,948, ,478, ,427, ,360, , ,948, ,474, ,423, ,420, , ,949, ,474, ,424, ,480, , ,948, ,479, ,427, ,555, , ,947, ,477, ,424, ,635, , ,947, ,271, ,218, ,720, , ,948, ,358, ,307, ,810, , ,950, ,476, ,426, ,900, , ,947, ,475, ,423, ,474, ,474, ,476, ,476, ,476, ,476, Total $ 32,145, $ 18,888, $ 51,033, $ 95,399, $ 146,432, Does not include 1999 Bonds that will be refunded with the proceeds of the 2012 Bonds. 7

14 SECURITY FOR THE 2012 BONDS Limited Obligations The 2012 Bonds and the interest and premium, if any, payable thereon are limited obligations of the Authority payable solely from payments under the Loan Agreement and from other funds maintained under the Indenture, all as hereinafter more fully described. Neither the faith and credit nor the taxing power of the State or any political subdivision or agency thereof, including the Authority, is pledged to the payment of the principal of, premium, if any, or interest on 2012 Bonds, nor is the State or any political subdivision or agency thereof, including the Authority, in any manner obligated to make any appropriation for payment thereof. The Authority has no taxing power Bonds Issued as Additional Bonds The 2012 Bonds are being issued as Additional Bonds under the Indenture, secured equally and ratably with all other Bonds issued and outstanding under the Indenture and any Alternative Indebtedness outstanding as provided in the Indenture and in the Loan Agreement. Pursuant to the Indenture, the Authority issued for the benefit of the University, (i) its $15,865,000 Revenue Refunding Bonds (Delaware State University Project) Series 1999 (the 1999 Bonds ), to advance refund all other Bonds then outstanding under the Indenture, and (ii) its $47,580,000 Revenue Bonds (Delaware State University Project) Series 2007 (the 2007 Bonds ) to finance certain projects of the University. As of the date of this Official Statement, $5,855,000 aggregate principal amount of the 1999 Bonds remain outstanding, and $47,580,000 aggregate principal amount of the 2007 Bonds remain outstanding. As of the date of this Official Statement, the University has not qualified any other indebtedness as Alternative Indebtedness under the Indenture. Pledge and Assignment of Trust Estate Pursuant to the Indenture, the Authority has assigned and pledged to the Trustee, for the equal and proportionate benefit, security and protection of the holders from time to time of the Bonds and all Alternative Indebtedness incurred by the University in accordance with the Loan Agreement and the Indenture, (a) all right, title and interest of the Authority in and to the Loan Agreement, including, all rights with respect to the Pledged Revenues and the Funds and Accounts created under the Indenture (except for the Authority's Reserved Rights, as defined in the Indenture and Loan Agreement, with respect to expenses and indemnification), and (b) any and all property of every name and nature which from time to time shall have been conveyed, granted, assigned, transferred, pledged, set over or confirmed by the Authority or by anyone on its behalf or with its consent to the Trustee, as and for additional security for the payment of the Bonds and, to the extent provided in the Indenture and the Loan Agreement, any Alternative Indebtedness incurred by the University in accordance with the Loan Agreement and the Indenture. Loan Agreement Under the Loan Agreement, the University is obligated to make payments to the Trustee, as the assignee of the Authority, sufficient to provide for the payment of the principal of, and interest and premium, if any, on, the 2012 Bonds when due, and to provide for deposits to the Debt Service Reserve Fund, if required, at the times and in the amounts required by the Indenture and the Loan Agreement. Such obligation is not a general obligation of the University, but rather is a special limited obligation, to be satisfied solely from the Pledged Revenues and other funds held under the Indenture for such purposes. Security Interest in Pledged Revenues As security for its obligations under the Loan Agreement, the University has granted to the Authority a security interest in all of the Pledged Revenues of the University, which has in turn been assigned to the Trustee. As defined in the Loan Agreement and the Indenture, Pledged Revenues means all 8

15 operating and non-operating revenues, income, receipts and other money received by or on behalf of the University, including, but without limiting the generality thereof, (a) gross revenues derived by the University from its ownership and operation of, and in connection with, the Project Facilities and all other property and facilities of the University and all rights to receive the same, whether in the form of accounts, general intangibles or other rights, and the proceeds of such accounts, general intangibles and rights, whether now owned or held or hereafter coming into existence, (b) proceeds derived from (i) insurance, (ii) accounts receivable, (iii) inventory and other tangible and intangible property, (iv) any award or compensation resulting from the exercise by any public authority or entity of its eminent domain or condemnation power, and (v) contract rights and other rights and assets, whether now or hereafter owned, held or possessed by or on behalf of the University and (c) all gifts, grants, bequests, contributions and donations to the University, including the unrestricted income and profits therefrom, exclusive of gifts, grants, bequests, contributions and donations to the extent specifically restricted to a particular purpose inconsistent with their use for the making of Total Required Payments. PLEDGED REVENUES SHALL NOT INCLUDE ANY FUNDS APPROPRIATED BY THE STATE. A SUBSTANTIAL PORTION OF THE UNIVERSITY'S REVENUES CONSTITUTE FUNDS APPROPRIATED BY THE STATE, AND THESE REVENUES ARE NOT PERMITTED BY LAW TO BE AND ARE NOT INCLUDED WITHIN THE UNIVERSITY'S PLEDGE OF ITS PLEDGED REVENUES. Appropriate financing statements will be duly executed and filed with the Recorder of Deeds of Kent County and the Secretary of State of the State, in order to perfect the security interest in the University's Pledged Revenues and the other collateral pledged under the Loan Agreement to the extent possible by such filing. Continuation statements with respect to such financing statements must be filed within the period required by the Delaware UCC in order to continue perfection of such security interest. Generally, perfection may be accomplished by the filing of financing statements with respect to those Pledged Revenues which constitute accounts or general intangibles. Under the provisions of Title 14, Part III, Delaware Code, the Board of the University has also adopted a resolution in order to perfect such security interest. A security interest in cash can be perfected only by possession. Accordingly, a security interest in Pledged Revenues which constitute cash is not, and cannot be, perfected until such time as such moneys are held by the Trustee. The Authority's security interest in the University's present and future rights in and to the Pledged Revenues, including Pledged Revenues from time to time on deposit in the Funds and accounts created by the Indenture, as assigned to the Trustee, may be limited by, among other things, the following: (1) any statutory liens or rights arising in favor of the Authority and the Trustee by the operation of the Act (as defined); (2) other statutory liens; (3) rights arising in favor of the United States of America or any agency thereof; (4) prohibitions against assignment contained in any state or Federal statutes; (5) constructive trusts, equitable liens or other rights impressed or conferred by any state or Federal court in the exercise of its equitable powers; and (6) State and federal bankruptcy laws affecting Pledged Revenues earned by the University; (7) rights of third parties in any Pledged Revenues, including Pledged Revenues converted to cash, not in the possession of the Trustee. 9

16 Rate Covenant Under the Loan Agreement the University is required to fix, charge and collect such fees, charges and rates for each Fiscal Year for the services rendered by and for the use and occupancy of its facilities, or any part thereof, and to exercise such skill and diligence, so that there shall be provided Pledged Revenues which, after taking into account other available funds, will be sufficient to provide Net Pledged Revenues for each Fiscal Year at least equal to 100% of the Debt Service on all Long-Term Indebtedness for such Fiscal Year. Pledged Revenues means Pledged Revenues and other available funds remaining after the satisfaction of all obligations and expenses of the University in the applicable Fiscal Year (other than Debt Service on Long-Term Indebtedness). If any economic conditions or pricing regulations imposed by federal or state government prevent the University from complying with the rate covenant described above, the University is required to engage the services of a Consultant for the purpose of examining and reporting on the revenues and expenses of the University. Each report prepared shall contain recommendations as to such actions as the Consultant deems to be reasonably necessary in order to increase the gross revenues or reduce operating and nonoperating costs of the University, taking into account the extent to which the University may be prevented from increasing its rates and charges under any existing contracts or applicable laws or regulations. The University's failure to comply with the rate covenant shall not constitute an Event of Default under the Loan Agreement if a Consultant is engaged for the purposes specified above, and upon receipt of the Consultant s report, the University makes good faith efforts (i) to implement such recommendations of the Consultant as are applicable to its operations and financial affairs, to the extent permitted by applicable laws and regulations, and (ii) to negotiate such future contracts as will permit full implementation of such recommendations. Debt Service Reserve Fund The Authority has established with the Trustee the Debt Service Reserve Fund under the Indenture, and currently the Trustee holds the 1999 Surety Bond in the Debt Service Reserve Fund as security for the 1999 Bonds and all other Bonds issued on a parity with the 1999 Bonds under the Indenture. Cash from 2007 Bonds held in the Debt Service Reserve Fund secures the 2007 Bonds and all other Bonds issued on a parity with the 2007 Bonds. In connection with the issuance of the 2012 Bonds, $1,838, has been transferred by the trustee for the 2004B Bonds from trustee held funds and will be deposited into the Debt Service Reserve Fund such that the amounts on deposit in the Debt Service Reserve Fund together with the amounts available under the 1999 Surety Bond held in the Debt Service Reserve Fund equals the Debt Service Reserve Fund Requirements with respect to the 1999 Bonds, the 2007 Bonds and the 2012 Bonds. On the third Business Day prior to each Interest Payment Date and Principal Payment Date with respect to the 1999 Bonds, the 2007 Bonds and the 2012 Bonds, the Trustee shall determine if there are sufficient funds available in the Debt Service Fund to pay the interest and principal coming due on such Bonds on such Payment Date. If there are not sufficient funds available, the Trustee shall notify the University and the Trustee shall make up such deficiency by first transferring all funds on deposit in the Debt Service Reserve Fund to the Debt Service Fund and then by drawing under the 1999 Surety Bond, but only until such deficiency is made up. The University has the obligation to immediately reimburse the 1999 Bond Insurer for any amounts drawn on the 1999 Surety Bond and to immediately replenish amounts transferred out of the Debt Service Reserve Fund for principal and interest on the 1999 Bonds, the 2007 Bonds and/or the 2012 Bonds so that the amounts on deposit in the Debt Service Reserve Fund (taking into account the amounts available under the 1999 Surety Bond) equal the Debt Service Reserve Fund Requirement with respect to the 1999 Bonds, the 2007 Bonds and the 2012 Bonds The Trustee shall evaluate the amounts on deposit in the Debt Service Reserve Fund on each 10