TEXT-Fitch rates Va. Small Business Financing Authority PABs 'BBB-'

July 31 - Fitch Ratings has assigned a 'BBB-' rating with a Stable Outlook
to $242 million in private activity bonds (PABs) to be issued by the Virginia
Small Business Financing Authority on behalf of 95 Express Lanes LLC (95
Express). In addition, the $300 million Transportation Infrastructure Finance
and Innovative Act (TIFIA) loan remains an expected rating at 'BBB-(EXP)'.

The PABs, which priced on July 27, reached close on July 31, and the proceeds
will be loaned to 95 Express to pay a portion of costs of the 95 Express Lanes
project. The TIFIA loan will be not be executed at closing but is expected to
close in late 2012/early 2013. To the extent the TIFIA loan is not executed, the
concession agreement requires increased funding from the Virginia Department of
Transportation (VDOT) and the equity sponsors which is committed at financial
close of the senior lien bonds.

Final pricing for the PABs provided an all-in interest cost of 5%, which is
slightly below expectations. The overall impact of the lower borrowing costs
results in slightly higher debt service coverage in Fitch's base and rating case
scenarios. The results of Fitch's base case show average coverage on the senior
bonds of 2.58 times (x) and average total coverage (including TIFIA Mandatory
Interest) during the life of the senior bonds of 2.44x. Under Fitch's rating
case scenario average coverage on the senior bonds is 2.35x; average total
coverage (including TIFIA Mandatory Interest) during the life of the senior
bonds is 2.10x. Minimum total coverage (including TIFIA Mandatory Interest)
improved to 1.75x in the base case and 1.61x in the rating case.

For a complete review of Fitch's analysis of the 95 Express Lanes project please
refer to '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,' (Aug. 16, 2011);
--'Rating Criteria for Toll Roads, Bridges, and Tunnels' (Aug. 5 2011).

Applicable Criteria and Related Research:
Rating Criteria for Infrastructure and Project Finance
Rating Criteria for Toll Roads, Bridges, and Tunnels