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Fitch Rates 95 Express Lanes LLC TIFIA Loan 'BBB-'; Affirms Outstanding Senior Bonds

  Fitch Rates 95 Express Lanes LLC TIFIA Loan 'BBB-'; Affirms Outstanding
  Senior Bonds

Business Wire

NEW YORK -- November 16, 2012

Fitch Ratings assigns a 'BBB-' rating to the 95 Express Lanes LLC's (95
Express) $300 million Transportation Infrastructure Finance and Innovation Act
(TIFIA) loan.

In addition, Fitch affirms the 'BBB-' rating on 95 Express' $242 million
senior private activity bonds (issued through the Virginia Small Business
Financing Authority).

The Rating Outlook on all bonds is Stable.

KEY RATING DRIVERS:

Demonstrated Traffic Volumes in Solid Service Area: The existing general
purpose lanes have high levels of congestion in the northbound direction
(morning) and southbound direction (evening), consisting primarily of commuter
traffic. The strategic location of the project in a service area with high
wealth levels and limited viable alternatives for commuters is a key strength
for this managed lane application.

High Pricing Power with Some Uncertainty: 95 Express will maintain a dynamic
pricing policy on the managed lanes to manage traffic throughput and maximize
revenues. While managed lanes projects are more sensitive to economic
downturns, this risk is partially offset by the strong regional demographics
and existing high congestion levels as well as the relative stability of
traffic volumes during the recent economic downturn. Given the limited
operating history of managed lanes, there is uncertainty associated with the
optimal toll rate related to the assumed time savings; however, aforementioned
strong demographics should support the assumed moderate-to-high toll rates.
These risks are further partially mitigated by the ramp-up reserve and Fitch's
conservative approach to traffic and revenue assumptions.

Construction Package with Strong Contractors & Moderate Construction
Complexity: In Fitch's view, the project has an above-average construction and
contractual support package including a fixed-price turnkey contract with a
highly rated contractor (Fluor Corporation, rated 'A-' by Fitch) supporting
the design build joint venture. Strong construction risk mitigants are also
present, including a 100% parent guarantee and liquidated damages inclusive of
principal and interest through the long stop date. Additionally, the project
benefits from sizable construction contingency and structured reserves to deal
with unforeseen construction issues. The construction contract contains other
standard elements including a 40% liability cap.

Fixed-Rate Debt and Solid Covenants: The debt service profile consists of
fixed-rate debt with no refinance risk. Senior debt is backloaded with
principal amortization scheduled to begin in 2030. The TIFIA structure
includes significant flexibility between mandatory and scheduled principal and
interest payments in the event that traffic and revenue projections do not
materialize and/or future economic conditions impact the assumed managed lanes
usage levels. The additional bonds test (1.25x total debt service coverage for
construction related activity and 2.0x senior debt service coverage for
refinancings that increase the debt quantum) and distribution test (1.30x
total debt service coverage) provide solid protection against increased
leverage. Senior reserves are adequate at the greater of 12 months senior
interest or nine months debt service and also included is a required minimum
balance in the ramp-up reserve equal to nine months of TIFIA mandatory debt
service. Additionally, a TIFIA debt service reserve equal to 12 months of
interest funded after the capitalized interest period is now included.

Financial Flexibility is Low-to-Moderate and Leverage is High: Under Fitch's
Base Case (not including the ramp-up reserve), debt service coverage,
including senior and TIFIA mandatory minimum debt service, averages 4.85x with
a minimum of 1.71x. Fitch's Rating Case yields average debt service coverage,
including senior and TIFIA mandatory of 2.06x with a minimum of 1.55x (in
2017). Under Fitch's Base and Rating Case scenarios TIFIA scheduled is also
fully amortized, with some very minimal deferral in both cases. Given the
TIFIA flexibility, ample financial cushion to deal with weaker conditions
exists on both liens of debt. In Fitch's Base Case leverage (cash flow
available for debt service [CFADS] to net debt) is initially high at over 23x
in the first fully ramped-up year.

Equity and Grantor's Strength is Key:

Fitch does not view the credit quality of the Virginia Dept. of Transportation
and the equity partners as a constraint on the project rating.

What Could Trigger a Rating Action

--Unforeseen construction delays and cost overruns, partially mitigated by the
aforementioned construction package.

--Traffic and revenue performance at or below the Fitch Rating Case could lead
to rating pressure.

--Traffic and revenue performance exceeding the Base Case, coupled with the
Concessionaire's ability to manage operations and maintenance (O&M) costs as
well as renewal and replacement

expenses could materially improve financial flexibility and higher coverage
levels, improving overall credit quality.

SECURITY

The senior lien revenue bonds will be secured by a first-priority lien on
project net revenues and the TIFIA loan will be secured by a second-priority
lien on project net revenues. The priority shares of the TIFIA loan will
spring to parity with the senior secured obligations and any other permitted
senior secured indebtedness upon the occurrence of a bankruptcy related event.

TRANSACTION SUMMARY:

Relative to Fitch's expected rating provided on July 12, the final TIFIA loan
sets mandatory debt service equal to 10% of scheduled interest from the 5th
anniversary of Substantial Completion (SC) through the 6th anniversary of SC,
and 17.5% of scheduled interest from the 6th anniversary of SC through the 7th
anniversary of SC. Mandatory debt service will equal 25% of scheduled interest
from the 7th anniversary of SC until Jan. 1, 2040 and 100% of scheduled
interest from Jan. 1, 2040 through the level debt service period.

Scheduled debt service is equal to the amount of interest accrued and/or
principal due on the applicable outstanding TIFIA loan balance from and
including the first day of such payment period to and including the last day
of such payment period minus the aggregate amount of TIFIA mandatory debt
service (if any) required to be paid during such period on the TIFIA Loan.
Additionally, scheduled TIFIA debt service includes principal payments of $5
million in 2035, $7.5 million in 2036 and 2037, $10 million in 2038, $15
million in 2039, $20 million in 2040 and $30 million in 2041.

In addition to these changes, the TIFIA loan rates are now locked, meaning
that average debt service coverage ratios (including senior bonds and TIFIA
mandatory) in Fitch's rating cases have improved to 2.06x from 1.84x.
Likewise, the minimum coverage ratios have also increased to 1.55x from 1.33x.

For a complete review of Fitch's analysis of the Project please refer to
Fitch's Rating Action Commentary 'Fitch Expects to Rate Virginia Small
Business Financing Auth's Proposed PABs 'BBB-'' dated July 12, 2012, and
Fitch's pre-sale report for 95 Express Lanes LLC issued on July 23, 2012.

Additional information is available at 'www.fitchratings.com'. The ratings
above were solicited by, or on behalf of, the issuer, and therefore, Fitch has
been compensated for the provision of the ratings.

Applicable Criteria and Related Research:

--'Rating Criteria for Infrastructure and Project Finance' (July 12, 2012);

--'Rating Criteria for Toll Roads, Bridges, and Tunnels' (Aug. 2, 2012).

Applicable Criteria and Related Research:

Rating Criteria for Infrastructure and Project Finance

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=682867

Rating Criteria for Toll Roads, Bridges, and Tunnels

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684146

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS.
PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK:
HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING
DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S
PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND
METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF
CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL,
COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM
THE 'CODE OF CONDUCT' SECTION OF THIS SITE.

Contact:

Fitch Ratings
Primary Analyst:
Chad Lewis, +1-212-908-0886
Senior Director
Fitch, Inc.
One State Street Plaza
New York, NY 10004
or
Secondary Analyst:
Tanya Langman, +1-212-908-0716
Associate Director
or
Committee Chairperson:
Mike McDermott, +1-212-908-0605
Managing Director
or
Elizabeth Fogerty, +1-212-908-0526
Media Relations, New York
elizabeth.fogerty@fitchratings.com
 
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