TEXT-Fitch affirms Denver Union Station Project Authority at 'A'

June 29 - Fitch Ratings affirms its 'A' rating on the following Denver Union
Station Project Authority, CO (DUSPA) bonds:

--$145.6 million senior lien note, series 2010.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a senior lien on pledged revenues comprised of a $12
million annual payment from the Regional Transportation District, CO (RTD) and
property, sales, and hotel tax revenue generated by development in a defined
project area adjacent to the Denver Union Station (DUS) facility. RTD's $12
million annual payment obligation to DUSPA is secured by a first lien on RTD's
0.4% sales and use tax (approved by voters in November 2004) and excess 0.6%
sales and use tax revenue after RTD's senior sales tax bonds are paid.

KEY RATING DRIVERS

COVERAGE NOT DEPENDENT ON DEVELOPMENT REVENUES: The senior lien note rating
relies solely on the RTD portion of pledged revenue, since it covers senior lien
debt service. In addition, RTD's obligation is evidenced by a bond, payment of
which is an operating expense and subordinate to RTD's FasTracks sales tax bonds
(rated 'AA' by Fitch). RTD's ability to make this payment is very strong despite
past declines in sales tax revenue, given the payment's small size relative to
RTD's 0.4% sales tax revenue for its FasTracks program, which includes the DUS
project.

RATING DIFFERENTIAL DUE TO LEGAL PROVISIONS: The senior lien notes are rated
below Fitch's rating on RTD's certificates of participation (rated 'AA-'). The
distinction reflects the lack of a pledged asset, RTD's limited pledge of only
its sales and use tax revenues to support its obligation to DUSPA, and Fitch's
view that the debt service reserve fund (DSRF) does not provide any credit
support.

BARRIERS TO ADDITIONAL DEBT: While additional debt is allowed by the indenture,
the senior and subordinate note holder is somewhat protected by an additional
bonds test and the veto rights of any of the four parties (Transportation
Infrastructure and Finance Innovation Act (TIFIA), RRIF, City and County of
Denver, and RTD).

HIGH PROFILE TRANSIT PROJECT: DUS is an important project to RTD, Denver, and
other area municipal entities, as evidenced by voter support for the project,
the city's many approvals that were required to proceed, other entities' revenue
allocations, and the city's moral obligation pledged on the RRIF loan. DUS will
serve as the new hub for Denver's large and growing transit system, enabling RTD
to co-locate its existing light rail system and bus network with its ongoing
FasTracks expansion.

FAVORABLE CONSTRUCTION CONTRACT: The construction contract includes a guaranteed
maximum price, thereby reducing potential construction cost variance and
completion risks.

CREDIT PROFILE

DUSPA, a multi-agency non-profit corporation, was created in 2008 to finance and
implement the DUS project. DUSPA agency members include Denver, RTD, the
Colorado Department of Transportation (CDOT), and the Denver Regional Council of
Governments (DRCOG). DUSPA has no power to levy taxes, assessments, or condemn
property by eminent domain. As a result, it is not subject to the Taxpayer Bill
of Rights (TABOR) requirements.

HIGH PROFILE TRANSIT PROJECT
The DUS project will serve as the new hub for Denver's transit system, linking
RTD's existing light rail and bus network with its proposed FasTracks expansion
which includes 119 miles of new light rail and commuter rail, 18 miles of rapid
transit bus service, 21,000 new parking spaces at rail and bus stations, and
expanded bus service in all areas.

The $484 million DUS project is to include: an underground bus terminal with 22
bays; a light rail station for current and future light rail lines; a commuter
rail station (with eight tracks) that will also serve Amtrak; public plazas and
spaces to integrate transit services, private development, and the 16th street
(pedestrian) mall; and the renovation of historic Union Station. The project is
being developed on 19.5 acres purchased by DUSPA's four member agencies. From
this tract, 13.5 acres are designated for the transit facilities and six acres
are to be sold for private commercial and residential development. The project
budget includes a regional bus facility ($224 million), passenger rail ($140
million), a light rail station ($56 million), streets and utilities ($37
million), and renovation of Union Station ($23 million). The funding sources
include the senior lien TIFIA loan, or series 2010 note ($146 million), a
subordinate lien RRIF loan ($155 million), grants ($107 million), and cash
contributed by RTD ($81 million).

FAVORABLE CONSTRUCTION CONTRACT
The master developer of the land to be sold by RTD is Union Station Neighborhood
Corporation, a joint venture between Continuum Partners and East West Partners,
both of which are very experienced residential and real estate developers.
Kiewit, which served as the lead contractor on other RTD projects, was awarded
one design/build contract for the entire project as the preferred construction
partner. The construction contract includes a guaranteed maximum price, thereby
reducing costs related to construction and completion risks. Trammel Crow
Company-Denver was retained by DUSPA to serve as DUSPA's Owner's Representative.

ANNUAL RTD PAYMENT ONLY FIXED PLEDGED REVENUE SOURCE
DUSPA issued two levels of debt in 2010. Specifically, a $146 million TIFIA note
and a $155 million RRIF note secured by a senior lien and a subordinate lien of
pledged revenues, respectively. The senior lien notes are structured with a
30-year maturity. In addition to RTD's annual $12 million payment, pledged
revenues on both levels of debt include incremental property and sales tax
revenues collected within the DUS project area and DUS metro district mill
levies, plus Denver's lodger's taxes on hotel rooms within the project area.
While Fitch expects development activity to occur within the project area, the
pace and scope of such development is considered very speculative and such
revenues are not a rating factor for the senior lien note at this point.

COVERAGE NOT DEPENDENT ON DEVELOPMENT REVENUES
The senior lien note debt service has been sized not to exceed RTD's annual $12
million payment, which provides the basis for the investment grade rating. The
senior note is structured with zero principal and 92.5% deferred interest
through Dec. 1, 2014. Payments on the note extend through 2040 as does the
funding agreement between RTD and DUSPA that obligates RTD to pay $12 million
per year. The senior DSRF is equal to 50% of maximum annual debt service (MADS)
but can be used to meet deficiencies in the payment of the subordinate RRIF
note, leading Fitch to view the senior lien note as effectively without a
reserve fund. Credit concern regarding this DSRF structure is offset by RTD's
ample capacity and steady revenue source for its annual $12 million payment to
DUSPA. Including RTD's Eagle P3 project to construct and operate $1.3 billion of
its FasTracks capital plan, annual coverage of FasTracks bonds is ample at over
4x.

RATING DIFFERENTIAL DUE TO LEGAL PROVISIONS
The senior lien notes are rated below Fitch's rating on RTD's certificates of
participation (rated 'AA-'). RTD's COP rating reflects a broader revenue base,
including farebox revenues and other operating funds. In addition, the DSRF is
not currently fully-funded, and the DSRF, once funded, can be used to meet any
deficiencies in the payment of a subordinate lien note placed with the federal
Department of Transportation under its Railroad Rehabilitation and Improvement
Financing Act (RRIF). This structure leads Fitch to consider the senior lien
note to be effectively without a reserve fund.

BARRIERS TO ADDITIONAL DEBT
The flow of funds for both notes is standard. Upon the established transfer date
(Jan. 15, 2015), funds in a surplus fund may be used for the payment of city
services and the prepayment of debt, contingent upon a coverage test.
Additionally, the indenture requires that the subordinate RRIF note be prepaid
in total ahead of any senior lien note prepayment. Additional bonds are allowed
by the indenture but are subject to veto by TIFIA, RRIF, Denver, and RTD, and
are further contingent on an ABT test requiring three successive years of 1.35x
coverage of MADS by all pledged revenues. Notably, the senior lien note is not
subject to accelerated repayment in the event of default under the RRIF
obligation related to payment, covenant, misrepresentation, subordinate DSRF, or
cross default.

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.

In addition to the sources of information identified in Fitch's Tax-Supported
Rating Criteria, this action was additionally informed by information from
Creditscope, University Financial Associates, and IHS Global Insight.

Applicable Criteria and Related Research
--'Regional Transportation District, CO', dated Nov. 4, 2010;
--'Tax-Supported Rating Criteria', dated Aug. 15, 2011;
--'U.S. Local Government Tax-Supported Rating Criteria', dated Aug. 15, 2011.

Applicable Criteria and Related Research:
Regional Transportation District, Colorado
Tax-Supported Rating Criteria
U.S. Local Government Tax-Supported Rating Criteria