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The Illinois State Toll Highway Authority

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The Illinois State Toll Highway Authority EXISTING ISSUE RATINGS: See “RATINGS” herein. REOFFERING – BOOK-ENTRY ONLY On the date of issuance of the 2007 Series A Bonds (as defined herein), Perkins Coie LLP and Burke Burns & Pinelli, Ltd., Initial Co-Bond Counsel (“Initial Co-Bond Counsel”) delivered their opinions with respect to the Series 2007A Bonds to the effect that (i) subject to compliance with certain covenants made by the Authority to satisfy pertinent requirements of the Internal Revenue Code of 1986, as amended, under then-existing law, interest on the 2007 Series A Bonds was excludable from gross income of the owners thereof for federal income tax purposes, (ii) interest on the 2007 Series A Bonds would not be included as an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, (iii) interest on the 2007 Series A Bonds would be taken into account in computing the corporate alternative minimum tax for certain corporations, and (iv) interest on the 2007 Series A Bonds was not exempt from income taxes imposed by the State of Illinois. Initial Co-Bond Counsel have not been engaged to (i) advise and have not advised on the correctness of such opinions as of any date other than the date thereof, (ii) revise or supplement such opinions to reflect any facts or circumstances that may have come to their attention since the date thereof or any change in law that may have occurred since the date thereof, or (iii) render and do not render any opinion on the current tax status of the 2007 Series A Bonds. See APPENDIX G-2 – “OPINIONS OF INITIAL CO-BOND COUNSEL” and the subcaption “TAX MATTERS” herein regarding a description of the opinions of Initial Co-Bond Counsel. In connection with the substitution of liquidity facilities and remarketing of the Series 2007A Bonds (as defined herein) and the execution and delivery of the Amended and Restated Ninth Supplemental Indenture (as defined herein), Pugh, Jones, Johnson & Quandt, P.C. and Burke Burns & Pinelli, Ltd., Co-Bond Counsel will deliver their opinion that such substitution and remarketing and execution delivery will not, in and of itself, adversely affect the tax-exempt status of the Series 2007A Bonds. Co-Bond Counsel is not rendering any opinion on the current tax status of the Series 2007A Bonds. See the caption “TAX MATTERS” herein for additional information. $700,000,000 THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY Toll Highway Variable Rate Senior Priority Revenue Bonds consisting of $175,000,000 $175,000,000 $100,000,000 2007 Series A-1a 2007 Series A-1b 2007 Series A-2a CUSIP Number 452252 GK9 CUSIP Number 452252 GL7 CUSIP Number 452252 GM5 $107,500,000 $55,000,000 $87,500,000 2007 Series A-2b 2007 Series A-2c 2007 Series A-2d CUSIP Number 452252 GN3 CUSIP Number 452252 GP8 CUSIP Number 452252 GQ6 Date of Original Issue: November 1, 2007 Date of Reoffering: March 18, 2011 Due: July 1, 2030 This Reoffering Circular contains information relating to The Illinois State Toll Highway Authority (the “Authority”) and the Authority’s $700,000,000 Toll Highway Variable Rate Senior Priority Revenue Bonds which the Authority is dividing into the six Sub-Series shown above (collectively referred to herein as the “Series 2007A Bonds”). The Series 2007A Bonds were initially issued by the Authority on November 1, 2007, under an Amended and Restated Trust Indenture effective as of March 31, 1999 amending and restating a Trust Indenture dated as of December 1, 1985 (as amended, restated and supplemented, the “Indenture” or “Trust Indenture”) from the Authority to The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”) in two Series: $350,000,000 Toll Highway Variable Rate Senior Priority Revenue Bonds, 2007 Series A-1 (the “2007 A-1 Bonds”) and $350,000,000 Toll Highway Variable Rate Senior Priority Revenue Bonds, 2007 Series A-2 (the “2007 A-2 Bonds,” and together with the 2007 A-1 Bonds, the “2007 Series A Bonds”). The Authority is replacing the original liquidity facility for the 2007 Series A Bonds provided by Dexia Credit Local, acting through its New York Branch, with a separate letter of credit (collectively, the “Series 2007A Credit Facilities” and each a “Credit Facility”) for each Sub-Series of Series 2007A Bonds, each issued by the related financial institution (each a “Bank” and together, the “Banks”) named on the inside cover of this Reoffering Circular. The Series 2007A Bonds were issued as fully registered bonds in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will continue to act as securities depository for the Series 2007A Bonds. Purchasers of the Series 2007A Bonds do not receive certificates representing their interests in the Series 2007A Bonds purchased. Principal of and interest on the Series 2007A Bonds will continue to be paid by the Trustee to DTC, which in turn will continue to remit such principal and interest payments to its participants for subsequent disbursement to the beneficial owners of the Series 2007A Bonds. As long as Cede & Co. is the registered owner as nominee of DTC, payments on the Series 2007A Bonds will be made to such registered owner, and disbursement of such payments to beneficial owners will be the responsibility of DTC and its participants. See “BOOK-ENTRY SYSTEM” herein. During any Weekly Mode or Flexible Mode, the Series 2007A Bonds will continue to be issuable in denominations of $100,000 and any multiple of $5,000 in excess thereof. Each Sub-Series of the Series 2007A Bonds will continue to bear interest at a Weekly Rate determined by the Remarketing Agent in the Weekly Mode until and unless converted to a different Interest Mode as described herein. The Series 2007A Bonds and any Sub-Series thereof may bear interest from time to time at a Weekly Rate, a Flexible Rate, a Term Rate or a Fixed Rate as determined from time to time by the Remarketing Agent in consultation with the Authority, as described in this Reoffering Circular. Merrill Lynch, Pierce, Fenner & Smith Incorporated will serve as Remarketing Agent for the Series 2007A Bonds. Purchasers of the Series 2007A Bonds should not rely on this Reoffering Circular for information relating to any Series 2007A Bonds bearing interest in any Mode other than the Weekly Mode. From the Date of Reoffering through the applicable expiration date of each related Credit Facility as shown on the inside cover of this Reoffering Circular (subject to extension or earlier termination), payments of principal of (whether at maturity or upon optional redemption or redemption by Sinking Fund Installments) and interest on each Sub-Series of Series 2007A Bonds will be made from draws on the applicable Credit Facility supporting that particular Sub-Series of Series 2007A Bonds as shown on the inside cover of this Reoffering Circular. While in the Weekly Mode, the Series 2007A Bonds will continue to be purchased upon the demand of the owner thereof at 100 percent of the principal amount plus accrued interest, if any, to the date of purchase, after the giving of notice as described in this Reoffering Circular. The Series 2007A Bonds will also continue to be subject to optional redemption and redemption by Sinking Fund Installments and mandatory tender for purchase prior to maturity as described in this Reoffering Circular. Purchases of tendered Series 2007A Bonds of a Sub-Series that are in the Weekly Mode and are not remarketed will be funded from draws on the applicable Credit Facility supporting that Sub-Series of Series 2007A Bonds. The Series 2007A Credit Facilities do not cover purchases of Series 2007A Bonds bearing interest in any Interest Mode other than the Weekly Mode. See “CREDIT FACILITIES” herein. The expiration dates of the Series 2007A Credit Facilities are shown on the inside cover of this Reoffering Circular. All Bonds issued under the Indenture including the Series 2007A Bonds, are payable solely from and secured solely by a pledge of and lien on the Net Revenues and certain other funds as provided in the Indenture. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2007A BONDS” herein. THE SERIES 2007A BONDS AND ANY OTHER BONDS ISSUED UNDER THE INDENTURE DO NOT REPRESENT OR CONSTITUTE A DEBT OF THE AUTHORITY OR OF THE STATE OF ILLINOIS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION OR PLEDGE OF THE FAITH AND CREDIT OF THE AUTHORITY OR OF THE STATE OF ILLINOIS, OR GRANT TO THE OWNERS OR HOLDERS THEREOF ANY RIGHT TO HAVE THE AUTHORITY OR THE ILLINOIS GENERAL ASSEMBLY LEVY ANY TAXES OR APPROPRIATE ANY FUNDS FOR THE PAYMENT OF THE PRINCIPAL THEREOF OR THE INTEREST THEREON, OTHER THAN AS MAY BE AUTHORIZED UNDER THE TOLL HIGHWAY ACT OF THE STATE OF ILLINOIS. Certain legal matters will be passed upon for the Authority by Pugh, Jones, Johnson & Quandt, P.C., Chicago, Illinois and Burke Burns & Pinelli, Ltd., Chicago, Illinois, Co- Bond Counsel, by Thomas Bamonte, Esq., Assistant Attorney General and the Authority’s General Counsel, and by Perkins Coie LLP, special counsel to the Authority. Certain legal matters will be passed upon for the Remarketing Agent by its counsel, Ice Miller LLP, Chicago, Illinois. Certain documents to which the Authority is a party will be approved as to form and constitutionality by the Attorney General of Illinois. The Authority expects that the Series 2007A Bonds will be available for delivery on or about March 18, 2011. BofA Merrill Lynch (As Remarketing Agent for Series 2007A Bonds) Dated: March 16, 2011 $700,000,000
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