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$644,980,000 STATE of HAWAII Airports System Revenue Bonds Consisting of $478,980,000 Series 2010A (Non-AMT) $166,000,000 Refu

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$644,980,000 STATE of HAWAII Airports System Revenue Bonds Consisting of $478,980,000 Series 2010A (Non-AMT) $166,000,000 Refu OFFICIAL STATEMENT DATED MARCH 24, 2010 NEW ISSUE – BOOK-ENTRY ONLY RATINGS: see “RATINGS” herein In the opinion of Katten Muchin Rosenman LLP, Bond Counsel, for federal income tax purposes under existing laws, regulations, rulings, judicial decisions and other authorities, all as in effect on the date of the delivery of the Series 2010 Bonds (defined below) and assuming compliance with the tax covenants and the material accuracy of the tax representations that are described herein under the heading “TAX MATTERS – Opinion of Bond Counsel,” (i) interest on the Series 2010A Bonds is excludable from the gross income of the owners thereof pursuant to Section 103(a) of the Internal Revenue Code of 1986, as amended (the “Code”), except for any period during which any Series 2010A Bond is held by a person who is a substantial user of the financed facilities or by a related person (as defined in Code Section 147(a)), and such interest is not treated as a specific preference item in calculating the alternative minimum tax imposed on corporations, individuals and other taxpayers and is not included in the adjusted current earnings of certain corporations for purposes of computing their alternative minimum tax;; and (ii) interest on the Series 2010B Bonds is excludable from the gross income of the owners thereof pursuant to Code Section 103(a), except for any period during which any Series 2010B Bond is held by a person who is a substantial user of the financed facilities or by a related person, and such interest is treated as a specific preference item in calculating the alternative minimum tax imposed on corporations, individuals and other taxpayers under the Code. In the further opinion of Bond Counsel, under the existing statutes, interest on the Series 2010 Bonds is exempt from all taxation by the State and any county or any political subdivision thereof, except inheritance, transfer and estate taxes and except to the extent the franchise tax imposed by the laws of the State on banks and other financial institutions may be measured with respect to the Series 2010 Bonds or income therefrom. $644,980,000 STATE OF HAWAII Airports System Revenue Bonds consisting of $478,980,000 $166,000,000 Series 2010A Refunding Series 2010B (Non-AMT) (AMT) Dated: Date of Delivery Due: July 1 as shown on inside cover The above referenced series of Airports System Revenue Bonds (herein referred to as the “Series 2010A Bonds” and the “Series 2010B Bonds,” respectively, and collectively as the “Series 2010 Bonds”) are being issued for the purpose of funding the costs of capital improvement projects at certain facilities of the Airports System of the State of Hawaii (the “State”) and refunding certain outstanding Airports System Revenue Bonds of the State. The Series 2010 Bonds are special limited obligations of the State, payable solely from and secured solely by the Revenues (as defined herein) derived by the State from the ownership or operation of the Airports System and the receipts from aviation fuel taxes imposed by the State. See the inside cover hereof for maturities, principal amounts, interest rates, and yields of the Series 2010 Bonds. The Series 2010 Bonds shall be dated as of their date of delivery and shall bear interest from the date of delivery thereof payable each July 1 and January 1, commencing July 1, 2010. The Series 2010A Bonds are subject to optional and mandatory redemption prior to maturity thereof upon the terms and conditions and at the price as described herein. The Series 2010B Bonds are not subject to redemption. The Series 2010 Bonds are issuable in fully registered form and when issued will be registered initially in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. Purchases of the Series 2010 Bonds will be made in book-entry form only, through brokers and dealers who are, or who act through, DTC participants. Purchases of the Series 2010 Bonds will initially be made in denominations of $5,000 or integral multiples thereof. Beneficial owners of the Series 2010 Bonds will not receive physical delivery of Series 2010 Bond certificates so long as DTC or a successor securities depository acts as the securities depository with respect to the Series 2010 Bonds. So long as DTC or its nominee is the registered owner of the Series 2010 Bonds, payment of the principal of, and premium, if any, and interest on, the Series 2010 Bonds will be made directly to DTC or its nominee. 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 DTC participants (See “DESCRIPTION OF THE SERIES 2010 BONDS – Book-Entry Only System” herein). The Series 2010 Bonds do not constitute a general or moral obligation of the State nor a charge upon the general fund of the State. The full faith and credit of neither the State nor any political subdivision thereof is pledged to the payment of or as security for the Series 2010 Bonds. Neither the real property nor the improvements comprising the Airports System have been pledged or mortgaged to secure payment of the Series 2010 Bonds. The Series 2010 Bonds are offered when, as and if issued, subject to the approval of legality by Katten Muchin Rosenman LLP, Bond Counsel. Certain legal matters will be passed upon for the Underwriters by their Counsel, McCorriston Miller Mukai MacKinnon LLP. It is expected that the Series 2010 Bonds in definitive form will be available for delivery on or about April 7, 2010. Citi BofA Merrill Lynch Piper Jaffray & Co. $478,980,000 STATE OF HAWAII AIRPORTS SYSTEM REVENUE BONDS, SERIES 2010A (Non-AMT) Maturity Interest Maturity Interest (July 1) Amount Rate Yield CUSIP† (July 1) Amount Rate Yield CUSIP† 2011 $ 290,000 2.000% 0.860% 419794WG3 2023 16,500,000 5.250% 4.310% 419794WY4 2012 295,000 2.000 1.240 419794WH1 2024 $175,000 4.200 4.410 419794WZ1 2013 305,000 3.000 1.530 419794WJ7 2024 17,335,000 5.250 4.410 419794XA5 2014 310,000 3.000 1.870 419794WK4 2025 1,840,000 4.300 4.560 419794XB3 2015 320,000 3.000 2.260 419794WL2 2025 16,600,000 5.250 4.560 419794XC1 2016 335,000 3.000 2.780 419794WM0 2026 320,000 4,400 4.640 419794XD9 2017 340,000 4.000 3.140 419794WN8 2026 19,075,000 5.250 4.640 419794XE7 2018 355,000 4.000 3.470 419794WP3 2027 1,920,000 4.500 4.720 419794XF4 2019 255,000 4.000 3.690 419794WQ1 2027 18,480,000 5.250 4.720 419794XG2 2020 3,550,000 4.000 4.000 419794WR9 2028 650,000 4.600 4.810 419794XH0 2020 4,170,000 5.250 4.000 419794WS7 2028 20,810,000 5.250 4.810 419794XJ6 2021 110,000 4.000 4.140 419794WT5 2029 860,000 4.700 4.880 419794XK3 2021 14,400,000 5.250 4.140 419794WU2 2029 21,710,000 5.250 4.880 419794XL1 2022 5,775,000 4.000 4.220 419794WV0 2030 165,000 4.800 4.960 419794XM9 2022 12,230,000 5.000 4.220 419794WW8 2030 23,590,000 5.250 4.960 419794XN7 2023 150,000 4.10 4.310 419794WX6 $107,785,000 5.00 % Term Bonds due July 1, 2034, Price 99.021 CUSIP 419794XP2 $19,355,000 5.10% Term Bonds due July 1, 2039, Price 99.69 CUSIP 419794XQ0 $148,620,000 5.00 % Term Bonds due July 1, 2039, Price 98.183 CUSIP 419794XR8 † CUSIP data herein is provided by Standards & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP numbers may change as a result of events in the secondary market. $166,000,000 STATE OF HAWAII AIRPORTS SYSTEM REVENUE BONDS, REFUNDING SERIES 2010B (AMT) Maturity Interest Maturity Interest July 1 Amount Rate Yield CUSIP† July 1 Amount Rate Yield CUSIP† 2012 $2,050,000 3.000% 2.110% 419794XS6 2016 $19,030,000 5.000% 3.750% 419794XZ0 2012 13,200,000 5.000 2.110 419794XT4 2017 19,975,000 5.000 4.060 419794YA4 2013 15,000,000 5.000 2.410 419794XU1 2018 850,000 4.200 4.340 419794YB2 2014 13,800,000 5.000 2.870 419794XV9 2018 20,130,000 5.000 4.340 419794YC0 2015 1,005,000 3.100 3.260 419794XW7 2019 22,165,000 5.000 4.540 419794YD8 2015 1,250,000 4.000 3.260 419794XX5 2020 1,910,000 4.500 4.700 419794YE6 2015 15,895,000 5.000 3.260 419794XY3 2020 19,740,000 5.000 4.700 419794YF3 † CUSIP data herein is provided by Standards & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP numbers may change as a result of events in the secondary market. The information contained in this Official Statement has been obtained from the State of Hawaii and other sources deemed reliable. This Official Statement, which includes the cover page and appendices, does not constitute an offer to sell the Series 2010 Bonds in any state to any person to whom it is unlawful to make such offer in such state. No dealer, broker, salesman or other person has been authorized to give any information or to make any representations, other than those contained in this Official Statement, in connection with the offering of the Series 2010 Bonds, and, if given or made, such information or representation must not be relied upon.
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