Fitch Rates Bay Area Toll Auth $507.9MM VRBs 2008 A-1-G-1 'AA-/F1+'

Business Wire, May 20, 2008

NEW YORK -- Fitch Ratings assigns a rating of 'AA-/F1 ' to the $507,900,000 Bay Area Toll Authority, San Francisco Bay Area Toll Bridge Revenue Bonds, Variable Rate Bonds, consisting of:

--$110,000,000 series A-1 bonds;

--$110,000,000 series B-1 bonds;

--$25,000,000 series C-1 bonds;

--$155,000,000 series D-1 bonds;

--$57,900,000 series E-1 bonds;

--$50,000,000 series G-1 bonds.

The long-term 'AA-' rating assigned to the bonds is based on the rating that Fitch has assigned to the Bay Area Toll Authority (BATA). For more information on BATA's long-term rating, see the press release, dated May 15, 2008, at www.fitchratings.com.

The short-term 'F1 ' rating on the bonds is based on the liquidity support of the standby bond purchase agreement (SBPA) severally provided by as follows: Citibank, N.A. for series A-1; Bank of America, N.A. for series B-1 and E-1; and BNP Paribas Bank plc for series C-1, D-1 and G-1. JPMorgan Chase Bank, National Association, is acting as agent bank pursuant to the SBPA. The SBPA provides for the payment of the principal component of purchase price and an amount equal to 34 days of interest calculated at a maximum rate of 12% per annum, based on a year of 365 days, when the bonds bear interest in a daily or weekly rate mode. The SBPA will expire on June 3, 2009, unless extended or earlier terminated pursuant to its terms.

The 'F1 ' short-term rating assigned to the bonds will expire upon the expiration or termination of the SBPA. Union Bank of California, N.A., as trustee, is required to give notice to the agent bank in the event that remarketing proceeds are insufficient to pay purchase price for tendered bonds. The remarketing agents for the bonds are: J.P. Morgan Securities Inc. for series A-1; Citigroup Global Markets Inc. for series B-1; Stone & Youngberg LLC for series C-1 bonds; Merrill Lynch, Pierce Fenner & Smith Incorporated for series D-1; Morgan Stanley & Co. Incorporated for the series E-1 bonds; and Lehman Brothers Inc. for series G-1. The bonds are expected to be delivered on June 4, 2008.

The bonds initially bear interest in the weekly rate mode, but may be converted to bear interest in the daily, commercial paper, term, fixed, index, or auction rate modes. While the bonds bear interest in the daily and weekly rate modes, interest is payable on the first business day of each month, commencing July 1, 2008. Holders of bonds bearing interest in a daily or weekly rate mode may tender their bonds for purchase with prior notice. The bonds are subject to a mandatory tender: (i) on each interest rate mode conversion date; (ii) on the interest payment date immediately following the rate period for bonds in the commercial paper or term modes; (iii) upon the expiration or termination of the SBPA; (iv) upon substitution of the SBPA unless such substitution will not cause a reduction or withdrawal of the 'F1 ' short-term rating assigned to the bonds; (v) upon termination of the SBPA at the request of BATA; and (vi) upon the occurrence of certain events of default under the SBPA. The bonds are also subject to mandatory sinking fund redemption and optional redemption.

Bond proceeds will be used to refund BATA's outstanding series 2006 bonds.

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.