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Rating Action:

Moody's confirms Rockies Express's CP

20 Nov 2006
Moody's confirms Rockies Express's CP

New York, November 20, 2006 -- Moody's Investors Service confirmed Rockies Express Pipeline LLC's (REX) commercial paper (CP) rating at Prime-2. This action ends a review for possible downgrade begun on 5/30/06 when Kinder Morgan, Inc. (KMI, Baa2 senior unsecured, under review for possible downgrade), the owner of the general partner of Kinder Morgan Energy Partners, L.P. (KMP, Baa1 senior unsecured, under review for downgrade), announced a leveraged buy-out of KMI's common stock. KMP is a 51% owner of REX and provides a pro rata guarantee of its CP obligations. These rating actions follow Moody's 11/14/06 announcement of the expected outcome of KMP's rating review at Baa2 senior unsecured, on which basis Moody's concluded the review of REX's CP rating. REX's Prime-2 rating is confirmed, because the long-term credit quality of each its owner/guarantors was viewed to be at least Baa2, if KMP were to be rated Baa2. The negative effect of KMP's downgrade would be mitigated to an extent by the addition of the higher-rated ConocoPhillips (A1 senior unsecured/stable outlook) as 24% owner last June; although KMP as the lowest-rated guarantor would be the most critical to REX's rating. KMP holds a controlling 51%-stake in REX; Sempra Energy (Baa1 senior unsecured/stable outlook) owns the remaining 25%. KMP's ratings remain under review for possible downgrade until there is more certainty that KMI's buy-out will close, which is expected in the first quarter of 2007. Moody's assesses REX's liquidity to be adequate for the foreseeable near future. This assessment is based solely on the parental guarantees of REX's obligations under the notes issued under the commercial paper (CP) program and the credit facility that fully backs it. The parent companies have provided unconditional and irrevocable guarantees of the due and punctual payment in full of REX's CP obligations. Guarantees of both the CP and the credit facility are for each parent company's respective ownership percentage only and are provided on a several-but-not-joint basis. Consequently, an event of default of any of the guarantors constitutes an event of default for REX. REX is a construction project that is still in development. Parental guarantees are thus all the more critical, because REX is not expected to begin generating a meaningful amount of operating cash flow until early 2008. Should any of the parents' ratings change, REX's CP rating will also be reassessed, with any change likely to be based on the senior unsecured rating of the lowest rated guarantor. In that regard, KMP's rating is the most critical to REX's. Not only is KMP REX's lowest-rated stakeholder, it is also the largest. KMP is the manager of REX's construction and its operator, once it is built. However, because REX is critical as the growth driver for both KMP and KMI, REX's rating is based on KMP defending its financial position to secure the success of REX.

Confirmations:

..Issuer: Rockies Express Pipeline LLC

....Senior Unsecured Commercial Paper, Confirmed at P-2

Rockies Express Pipeline LLC is a project to build a greenfield natural gas pipeline that will stretch from Wyoming to Ohio, subject to regulatory approval. It is operated and managed by Kinder Morgan Energy Partners, L.P., which is headquartered in Houston, Texas.

New York
John Diaz
Managing Director
Corporate Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

New York
Mihoko Manabe
VP - Senior Credit Officer
Corporate Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

No Related Data.
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