2008-10-30 23:04:02 -

- Fitch Ratings has assigned a rating of 'A+/F1' to the $4,235,000 California Pollution Control Financing Authority variable-rate demand solid waste disposal revenue bonds (Upper Valley Disposal Service Project), series 2008A.

The rating is based on the support of Union Bank of California, N.A. (Bank), in the form of an irrevocable, direct-pay letter of credit (LOC). Under the terms

of the LOC, the Bank is obligated to make payments of principal and interest upon maturity, acceleration, and redemption, and purchase price for tendered bonds. The rating will expire on the earliest of: (i) Nov. 1, 2013, the stated expiration date of the LOC, unless such date is extended; (ii) any prior termination of the LOC; or (iii) the defeasance of the bonds. The LOC provides full coverage of principal and interest payments due on the bonds, as well as purchase price. Interest is computed at a maximum rate of 12% based on a year of 365 days for a period of 45 days. The remarketing agent for the bonds is Westhoff, Cone & Holmstedt. The bonds are expected to be available for delivery on or about Nov. 6, 2008.

The bonds initially bear interest at the weekly interest rate, but may be converted to a term interest rate. While bonds bear interest in the weekly mode, interest payments are paid on the first Wednesday of each month, commencing Dec. 3, 2008, and bondholders have the option to tender their bonds on any business day, upon seven days' prior notice to the trustee or the tender agent. The bonds are subject to mandatory tender: (1) on the first day of any change in the interest rate period; (2) while bearing interest at the weekly rate, on the effective date of an alternate LOC; and (3) on the 2nd business day following the trustee's receipt of notice from the Bank of the occurrence of an event of default under the credit agreement. Alternatively, upon such an event of default, the Bank has the option to direct the trustee to accelerate the bonds. Receipt by the trustee of a notice of non-reinstatement of the interest portion of the LOC also leads to an immediate acceleration of the bonds. Optional and mandatory redemption provisions also apply to the bonds.

Proceeds of the bonds will be used by Upper Valley Disposal Service, a California corporation, to finance improvements to an existing materials recovery facility, the acquisition and installation of construction and demolition processing equipment, the acquisition of equipment, rolling stock and vehicles for the collection, processing and transfer of solid waste and the acquisition of drop boxes, bins, carts and containers to be used throughout service areas located in various areas of Napa and Lake Counties, CA.

Fitch's rating definitions and the terms of use 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 are also available from the 'Code of Conduct' section of this site.

Fitch Ratings, New York
Trudy Zibit, +1-212-908-0689
Media Relations:
Cindy Stoller, +1-212-908-0526
cindy.stoller@fitchratings.com