Fitch Rates $589MM Capital Beltway Funding Corp Revs 2008A-D

Business Wire, June 12, 2008

NEW YORK -- Fitch Ratings assigns ratings to the $589,000,000 Capital Beltway Funding Corporation of Virginia senior lien multi-modal toll revenue bonds (I-495 Hot Lanes Project) series 2008 A through D (tax exempt, AMT) as follows:

--$300,000,000 series 2008A 'AA-/F1+';

--$114,000,000 series 2008B 'A+/F1';

--$100,000,000 series 2008C 'AA/F1+'; and

--$75,000,000 2008D 'AA-/F1+'.

The 'AA-/F1+' rating assigned to the series 2008A bonds is based on the support provided by an irrevocable, direct-pay letter of credit (LOC) issued by DEPFA BANK, plc, acting through its New York Branch. The 'A+/F1' rating assigned to the series 2008B bonds is based on the support provided by an irrevocable, direct-pay LOC issued by Banco Espirito Santo, S.A., acting through its New York Branch. The 'AA/F1+' rating assigned to the series 2008C bonds is based on the support provided by an irrevocable, direct pay LOC issued by National Australia Bank, Limited, acting through its New York Branch. The 'AA-/F1+' rating assigned to the series 2008D bonds is based on the support provided by an irrevocable, direct pay LOC issued by The Bank of Nova Scotia, acting through its New York Branch. The banks are obligated to make payments of principal and interest upon maturity, acceleration and redemption, as well as the purchase price for tendered bonds while the bonds bear interest at a daily or weekly rate. The rating for any series of bonds will expire upon the earliest of: June 12, 2016, the stated expiration date of its LOC; any prior termination of its LOC; and defeasance of the bonds. Each LOC provides full coverage of principal plus an amount equal to 45 days' interest at a maximum rate of 12% based on a 365-day year and purchase price for tendered bonds. The Remarketing Agent for the bonds is Goldman Sachs & Co. The bonds are expected to be delivered on or about June 12, 2008.

Each series of bonds initially will bear interest at the weekly interest rate, but may be converted to a daily, LIBOR-indexed, flexible, term, or a fixed rate mode. During the weekly interest rate period, interest payments will be made on the first business day of each month, commencing July 1, 2008. Bondholders may tender their bonds for purchase while in the weekly rate mode, provided the tender agent is given prior notice of the purchase demand. Any series of bonds is subject to mandatory tender: (1) on the business day after the end of a flexible or term rate period; (2) on any mode change date, except when converting between daily and weekly interest rate modes; (3) five business days prior to the expiration of the related LOC; (4) on the day prior to termination of the related LOC, following notice by the LOC Bank of an event of default under the reimbursement agreement; (5) within five days of receipt of notice of non-reinstatement of a related LOC; and (6) while in the daily or weekly mode, on any day specified by the Trustee. Optional redemption provisions also apply to the bonds.

Bond proceeds will be used to finance costs of planning, design and construction of four new general purpose lanes for the Capital Beltway (I-495).

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, 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.