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Correction - Fitch Rates Main Street Natural Gas (Georgia) $600MM 2006A 'A+'; $600MM 2006B 'AA-'.


NEW YORK New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 -- (This is an update to the release dated Dec. 12, 2006; it updates the commodity swap Commodity Swap

A swap where exchanged cash flows are dependent on the price of an underlying commodity. This is usually used to hedge against the price of a commodity.

Notes:
 providers.)

Fitch assigns a rating of 'A+' to the Main Street Natural Gas (Main Street) $600 million Gas Project revenue bonds, series 2006A. The Rating Outlook is Positive. In addition, Fitch assigns a rating of 'AA-' to the series 2006B bonds. The Rating Outlook is Stable. The bonds are expected to price on Dec. 18, 2006. JPMorgan is the senior underwriter on the series 2006A bonds and Merrill Lynch Merrill Lynch & Co., Inc. (NYSE: MER TYO: 8675 ), through its subsidiaries and affiliates, provides capital markets services, investment banking and advisory services, wealth management, asset management, insurance, banking and related products and services on a global basis.  is the senior underwriter on the series 2006B bonds.

Given the structured nature of the transaction, each bond series rating is tied to the lowest rating of:

--The guaranty As a verb, to agree to be responsible for the payment of another's debt or the performance of another's duty, liability, or obligation if that person does not perform as he or she is legally obligated to do; to assume the responsibility of a guarantor; to warrant.  provider for each natural gas supplier - series 2006A - JPMorgan & Co. (rated 'A+' with a Positive Outlook by Fitch; series 2006B - Merrill Lynch & Co., Inc. (rated 'AA-' with a Stable Outlook);

--The commodity swap providers for each series - series 2006A - Bank of Montreal “BMO” redirects here. For the mathematics competition, see British Mathematical Olympiad.
Bank of Montreal/Banque de Montréal (TSX: BMO, NYSE: BMO) is Canada's fourth largest bank[1], and is classified as a Domestic Chartered Bank (Schedule I).
 (rated 'AA-' with a Stable Outlook) and Calyon (rated 'AA' with a Stable Outlook); series 2006B - UBS UBS Union Bank of Switzerland
UBS United Bible Societies
UBS United Blood Services
UBS United Buying Service
UBS Used Bookstore
UBS University Business Services
UBS Universal Building Society (UK)
UBS Ulaanbaatar Broadcasting System
 (rated 'AA+' with a Stable Outlook).

Going forward, the bond ratings will move with Fitch's future assessment of the entities involved in each series. The performance obligation of the participants is not a material factor in the rating given the support provided by a combination of a Customer Insurance Policy that secures participant payments for delivered gas (up to three months) until such time as the gas can be remarketed. While the gas is being remarketed, the suppliers are obligated ob·li·gate  
tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates
1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force.

2. To cause to be grateful or indebted; oblige.
 to pay Main Street a price at least equal to the first of the month index price minus a remarketing fee.

Bond proceeds will fund a natural gas prepay transaction between Main Street and J.P. Morgan Ventures Energy Corporation and Merrill Lynch Commodities, Inc. (the suppliers). Main Street is a Georgia non-profit corporation, established to secure long-term, reliable natural gas needs for its participants. These transactions by Main Street represent a 15-year gas supply on behalf of five participants (the participants). The Municipal Gas Authority of Georgia, which is the largest participant and accounts for 76% of the transaction, will administer the gas prepay transaction on behalf of Main Street.

The 2006A and 2006B bonds are secured by Main Street revenues that will be provided by three primary sources:

--Revenues from monthly gas sales to participants according to according to
prep.
1. As stated or indicated by; on the authority of: according to historians.

2. In keeping with: according to instructions.

3.
 terms of take-and-pay agreements with each of the five participants (supply agreements);

--Monthly payments from the commodity swap providers (as explained below);

--Payments due from the suppliers, if required, in lieu of gas deliveries.

Credit Impact of Gas Suppliers and Guarantors:

At bond closing, Main Street will enter into two virtually identical agreements for purchase and sale of natural gas (the purchase agreements) with the suppliers. The purchase agreements will unconditionally obligate obligate /ob·li·gate/ (ob´li-gat) pertaining to or characterized by the ability to survive only in a particular environment or to assume only a particular role, as an obligate anaerobe.  each supplier to provide a defined, 15-year supply of natural gas to Main Street, beginning in February 2007, in exchange for a prepayment Prepayment

1. The payment of a debt obligation prior to its due date.

2. The excess payment over a scheduled debt repayment amount.

Notes:
1. Examples include deferred expenses such as rent and early loan repayments.

2.
 amount to be received by each supplier at bond closing. A financial guaranty is provided by the parent company of each supplier to secure its performance under the purchase agreements and thus the ratings on the 2006A and 2006B bonds are affected by the long-term Issuer Default Ratings and Outlooks that Fitch currently assigns to J.P. Morgan Chase & Co. (series 2006A), and Merrill Lynch & Co., Inc. (series 2006B), respectively.

The ratings of these two entities are currently lower than or the same as the ratings on the commodity swap providers associated with each series, which is why the ratings are currently based on that of the respective supplier.

The rating on each series of bonds reflects the obligation of the supplier to deliver gas (or provide financial compensation if gas is not available) in order that payments from the participants are sufficient (along with commodity swap netting payments) to pay debt service on the bonds. Neither the suppliers nor their guarantors are obligated to pay debt service on the bonds. Instead, it is the sale of gas supplied according to the supply agreements, combined with commodity swap netting payments, that generate ongoing revenues to pay debt service. Any default of a supplier obligation under its respective purchase agreement will require the supplier, or its respective guarantor, to make a termination payment to Main Street that is sufficient to pay principal and accrued interest Accrued Interest

The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date.

There are two methods for calculating accrued interest:
1) 360-day year method, used for corporate and municipal bonds.
 on the bonds. The bondholder Bondholder

A firm often has stockholders and bondholders. In a liquidation, the bondholders have first priority.


bondholder

An individual or institution that owns bonds in a corporation or other organization.
 is dependent on the credit risk of the guarantor to meet its obligation to make the required termination payment.

Credit Impact of Commodity Swap Providers

The ratings also depend on the use of commodity swap agreements to hedge natural gas price fluctuations. At bond closing, Main Street will enter into commodity swap agreements for each series of bonds (commodity swap providers). The total volumes of natural gas hedged by the commodity swap agreements will equal the total volumes of gas delivered by the suppliers. Main Street will pay the commodity swap providers a monthly index-based gas price in exchange for a fixed natural gas price.

The commodity swaps are essential to the structure and the rating on each series of bonds in that the agreements hedge any difference between index-based revenues Main Street will receive from monthly natural gas sales to participants and the fixed debt service Main Street pays on the bonds. Bondholders take the remote risk of a default by the commodity swap providers. In the event of a commodity swap provider default, Main Street may not receive sufficient revenues from the participants in a low gas price environment to pay debt service and no termination payment from the supplier is required. Therefore, Fitch's rating on each series of bonds also reflects the credit quality of the commodity swap providers. The commodity swap agreements are required to be assigned to another provider in the event of a downgrade Downgrade

A negative change in the rating of a security.

Notes:
For example, an analyst may downgrade a stock from strong buy to buy, or a bond rating agency may downgrade a bond from AAA to AA.
 below 'A+'. The inability to assign the swap to another qualified swap counterparty would trigger a termination of the purchase agreement and require a termination payment to be made by the supplier.

Credit Impact of Participant Obligations

Finally, Main Street has supply agreements with five participants requiring them to pay to Main Street an index price less a predetermined pre·de·ter·mine  
v. pre·de·ter·mined, pre·de·ter·min·ing, pre·de·ter·mines

v.tr.
1. To determine, decide, or establish in advance:
 discount for gas delivered the previous month. The supply agreements are 'take-and-pay' in nature in that the participants are obligated to pay if gas is delivered. There are no step-up provisions between the participants. In addition to the Gas Authority of Georgia (76.0% of total gas volume provided by both participant agreements), participants include Patriots Energy Group (7.9%), the Southeast Alabama Southeast Alabama is the term used to identify the southeastern counties in the state of Alabama. Other names for the area are The Wiregrass and Lower Alabama. The area includeds the Counties of Dale, Pike, Houston, Coffee, Henry, Geneva, Barbour, Crenshaw and Covington.  Gas District (6.0%), the Municipal Electric Authority of Georgia (5.4%), and the City of LaGrange, Georgia LaGrange is a city in Troup County, Georgia, United States. It is named after the country estate near Paris of the Marquis de La Fayette, who visited the area in 1825. The population was 25,998 at the 2000 census.  (4.7%).

Fitch's ratings incorporate Main Street's use of a limited customer insurance policy from FSA FSA Financial Services Authority
FSA Food Standards Agency (UK)
FSA Farm Service Agency (USDA)
FSA Financial Services Agency (Japan) 
 to ensure limited payment for delivered gas in the event of a participant default. It should be noted that the insurance policy provided by FSA is not a typical insurance policy designed to pay principal and interest on the bonds in the event of a default. The insurance policy only covers up to three months of payments due by the participants (based on the highest consecutive three volume months for each participant) according to their supply agreements for delivered gas, subject to a price cap of $40 per MMBtu. Three months of coverage is sufficient to pay for full and partial months of delivered gas to the defaulting participant until the participant's right to receive the gas is terminated and the gas is available to be remarketed on a first of the month price basis. Once the gas is available to be remarketed on a first of the month basis, the suppliers are responsible for the remarketing risk and must pay Main Street a price at least sufficient for Main Street to make all swap and bond payments. The supplier obligation to pay the first of the month price whether or not the gas is remarketed is important since it ensures that bondholders do not take remarketing risk following a participant default.

Bondholder Risk

If there is a participant default in a gas price environment above $40/MMBtu, there could be insufficient revenues to make required monthly deposits to the debt service fund. This risk is limited to the three-month period prior to the remarketing price guaranty from the gas supplier. This bondholder risk is a result of the cap on the customer insurance policy (described in the preceding paragraph). Fitch believes that this scenario is sufficiently remote for the rating levels given that the maximum first of the month price at Henry Hub Henry Hub is the pricing point for natural gas futures contracts traded on the New York Mercantile Exchange (NYMEX). It is a point on the natural gas pipeline system in Erath, Louisiana. It is owned by Sabine Pipe Line LLC.  (the pricing point for natural gas on the New York Mercantile Exchange New York Mercantile Exchange (NYMEX)

The world's largest physical commodity futures exchange.
, or NYMEX See New York Mercantile Exchange.

NYMEX

See New York Mercantile Exchange (NYM).
) over the last two years of substantial price volatility was $13.93.

Early Termination Events

The bonds are subject to extraordinary redemption Extraordinary Redemption

A provision which gives a bond issuer the right to call the bonds due to a one-time occurrence, as specified in the offering statement. The circumstances could range from natural disasters and cancelled projects to almost anything else.
 prior to maturity, although the opportunities for mandatory and optional redemption of these bonds are limited in comparison to other gas prepay bonds that Fitch has rated. A mandatory extraordinary redemption of the bonds is limited to four events: a supplier's failure to deliver gas, supplier payment default, the bankruptcy of a supplier or its financial guarantor, or the failure to replace a commodity swap provider in the event of a certain termination event. A partial mandatory redemption may be required in the event of an ongoing participant default if the gas cannot be remarketed to other qualified buyers by the suppliers. A partial mandatory redemption may also result from the failure to replace a commodity swap provider in the event of a downgrade below 'A+' of that provider. An extraordinary redemption, if required, will require a termination payment from the respective supplier or its guarantor to redeem the allocable portion of the bonds. The termination payment owed is required to equal an amount sufficient to pay bondholders principal and accrued interest as of the redemption date Redemption date

The date on which a bond matures or is redeemed.


redemption date

The date on which a debt security is scheduled to be redeemed by the issuer. The redemption date is the scheduled maturity date or, if applicable, a call date.
.

Fitch notes that bondholders are not subject to early termination in the event of a prolonged force majeure [French, A superior or irresistible power.] An event that is a result of the elements of nature, as opposed to one caused by human behavior.

The term force majeure
 or change in tax law. As a result of a change in tax law not triggering an early termination event, bondholders are taking tax event risk on the bonds. There are no optional termination events for any of the entities involved in the prepay transaction. It should also be noted that payment default of principal and interest on the bonds would not result in a termination of the purchase agreement.

Fitch's rating definitions and the terms of use Terms of Use are rules set up by the owner of an intellectual property or service to govern how they may be legally used.

In many cases, terms of service are used as a contractual agreement between a company and users of a service they provide.
 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 Policies and Procedures are a set of documents that describe an organization's policies for operation and the procedures necessary to fulfill the policies. They are often initiated because of some external requirement, such as environmental compliance or other governmental  are also available from the 'Code of Conduct' section of this site.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Dec 15, 2006
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