TEXT-S&P on Maritimes & Northeast Pipeline (Canada)

(The following statement was released by the rating agency)

May 2 - Standard & Poor's Ratings Services today affirmed its 'A' rating on
Maritimes & Northeast Pipeline LP's (Maritimes-Canada) C$260 million bonds. The
rating affirmation follows the disclosure that an Independent Reserve
Engineer's (IRE) report, prepared as required under the company's debt
obligations, found that natural gas deliveries from the Sable Offshore Energy
Project (SOEP) are projected to be below mandated levels. Due to the IRE's
expectation that the SOEP region will deliver less gas than required to avoid
an escrow of available cash flow under the project indenture, Maritimes-Canada
must escrow all available cash flow until amounts sufficient to defease the
debt obligations are accrued. The conclusions in the IRE's report appear to be
quite negative. However, the debt obligations' definition of the gas sources
allowed in the deliverability report discount some projects currently under
development, which are expected to increase gas volumes through
Maritimes-Canada.

The rating on Maritimes-Canada is unaffected by the lower rating on
Maritimes & Northeast Pipeline LLC (Maritimes-U.S.; A-/Watch Neg), as well as
its CreditWatch placement. This is because the two entities, which are
interconnected and have identical owners, are not cross-collateralized. In
addition, Maritimes-Canada's contracts are structured so that production
levels at the SOEP have a limited financial effect due to Exxon Mobil Corp.'s
(AAA/Stable/A-1+) ongoing backstop agreement.

The outlook on Maritimes-Canada is stable. "The stable outlook reflects
the pipeline's predictable revenues, based on regulated tariffs, the credit
quality of the basket of shippers under contracts, and the demand fundamentals
of the projects' primary markets," said Standard & Poor's credit analyst
Kenneth L. Farer. The Exxon Mobil backstop agreements provide additional
support for the rating.

"We could revise the outlook to negative if the pipeline shippers' credit
quality significantly deteriorates or if Exxon Mobil is released from its
payment obligations under the backstop agreement," he continued. Supply risk
and uncertainty regarding the structure of a planned expansion limit the
potential for an upgrade.

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ratings, research, and risk analysis, at www.ratingsdirect.com. All ratings
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(New York Ratings Team)