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Rating Action:

MOODY'S ASSIGNS RATINGS OF Aa2 TO ABC SECURITIES ISSUED BY AMBAC-LINKED DUTCH HARBOR FINANCE SUB-TRUSTS I, II, III AND IV

03 Dec 2001
MOODY'S ASSIGNS RATINGS OF Aa2 TO ABC SECURITIES ISSUED BY AMBAC-LINKED DUTCH HARBOR FINANCE SUB-TRUSTS I, II, III AND IV

Approximately $400.0 Million of Debt Securities Affected.

New York, December 03, 2001 -- Moody's Investors Service has assigned Aa2 ratings to Asset Backed Capital Commitment Securities (ABC Securities) issued by Dutch Harbor Finance Sub-Trusts I, II, III and IV (the Sub-Trusts). Each Sub-Trust is issuing $100 million in perpetual ABC securities, representing four separate series of the newly created Delaware business trust, Dutch Harbor Finance Master Trust. The Master Trust and Sub-Trusts were created for the primary purpose of issuing ABC securities, investing the proceeds in high quality commercial paper and providing Ambac Assurance Corporation (Ambac Assurance) with a put option for selling to the Sub-Trusts the perpetual preferred stock of Ambac Assurance. The Aa2 ratings are, therefore, based on the high quality of commercial paper investments held by the Sub-Trusts, coupled with the investment quality of Ambac Assurance's preferred stock given its option to sell such stock to the Sub-Trusts at its sole discretion at any time.

According to Moody's, the Aa2 ratings on the Sub-Trusts are supported by eligible asset guidelines stating that, prior to Ambac Assurance exercising its put, each Sub-Trust will invest solely in P-1 rated commercial paper maturing no later than the auction date for the next succeeding distribution period (typically 28 days). Furthermore, for a Sub-Trust to invest in the commercial paper of any single issuer (i.e., non-asset-backed commercial paper), the issuer's long-term senior unsecured rating must be rated A1 or higher by Moody's. If Ambac Assurance chooses to exercise its put option, the Sub-Trust will use the portion of the proceeds attributable to principal received upon maturity of its then current eligible assets, net of expenses, and then transfer such proceeds to Ambac Assurance in exchange for the Ambac preferred stock. The Sub-Trust will then distribute the Ambac preferred stock to the holders of the ABC Securities and liquidate. Consequently, the rating of the ABC securities is a reflection of both the eligible asset guidelines of the Sub-Trusts prior to any conversion by Ambac Assurance, as well as the rating of Ambac Assurance's perpetual preferred stock should the put be exercised. Any preferred stock issued by Ambac Assurance would be non-cumulative unless Ambac Assurance pays dividends on its common stock, during which time the dividends on its preferred stock would be cumulative.

Moody's provisional rating assessment of Ambac Assurance's preferred stock should such stock be issued is Aa2, based on the limited risk characteristics of the company's core business, its strong capital base, solid underwriting and surveillance efforts, and profitable financial results. Moody's also noted Ambac's well-diversified and high-quality insured portfolio, which totaled approximately $297 billion in net par outstanding as of June 30, 2001. If the put were exercised, the preferred stock holdings of Ambac Assurance would give investors the rights of an equity investor in Ambac Assurance. Such rights are subordinate to insurance claims, as well as to the general unsecured creditors of Ambac Assurance.

The Dutch Harbor Finance Master Trust is a newly organized Delaware business trust sponsored by Merrill Lynch. The Master Trust has organized four separate Sub-Trusts, Dutch Harbor Finance Sub-Trust I, II, III and IV, with each Sub-Trust issuing one series of ABC Securities. Each Sub-Trust is solely responsible for its obligations, and has been established for the purpose of issuing a series of ABC Securities, investing the proceeds in a portfolio of high quality commercial paper, entering into a put agreement with Ambac Assurance, and purchasing at the option of Ambac Assurance the perpetual preferred stock of Ambac Assurance. The trusts were created as a vehicle for providing capital support to Ambac Assurance by allowing it to obtain immediate access to new capital at its sole discretion at any time through the exercise of the put options.

Ambac Assurance Corporation is a financial guaranty insurance operating company headquartered in New York City. The company provides credit enhancement to transactions originated by U.S. municipalities, U.S. asset-backed securitizations and international asset-backed, local government and infrastructure transactions. Ambac Assurance is the principal operating subsidiary of Ambac Financial Group, Inc., a publicly-held holding company which owns 100% of the common stock of Ambac Assurance. Through other subsidiaries, Ambac Financial Group also offers various complementary services, such as municipal investment agreements, interest rate swaps, and investment management. Moody's maintains a Aaa insurance financial strength rating on Ambac Assurance Corporation and a Aa2 senior unsecured debt rating on Ambac Financial Group, Inc.

New York
Laura Levenstein
Managing Director
Financial Institutions Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

New York
Jack Dorer
Senior Vice President
Financial Institutions Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

No Related Data.
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