TEXT-S&P on Maritimes & Northeast Pipeline (U.S.)

(The following statement was released by the rating agency)

May 2 - Standard & Poor's Ratings Services today noted that its 'A-' rating
on Maritimes & Northeast Pipeline LLC's (Maritimes-U.S.) $240 million bonds
remains on CreditWatch with negative implications. The rating remains on
CreditWatch following 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-U.S. 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-U.S., which are under development.

Standard & Poor's placed the bonds on CreditWatch on July 17, 2007, after
the sponsors undertook certain construction, testing, and commissioning
activities for Maritimes-U.S.' Phase IV project, which, when placed in
service, is expected to reduce Exxon Mobil Corp.'s (AAA/Stable/A-1+)
obligation to provide backstop credit support to the project that minimizes
the effect of declining gas production from SOEP. The incremental throughput
volumes that Phase IV generates are expected to be met through a long-term
contract with a lower-rated counterparty, Repsol-YPF S.A. (BBB/Stable/A-2).

"The resolution of the CreditWatch listing will occur when the Phase IV
project is placed into service, as the company has agreed to obtain a rating
affirmation before the new assets are placed into service," said Standard &
Poor's credit analyst Kenneth L. Farer.

"Although unlikely, the rating could be affirmed and removed from
CreditWatch if Maritimes-U.S. can secure a support agreement, similar to the
existing Exxon Mobil backstop, with a similarly highly rated counterparty," he
continued.

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(New York Ratings Team)