NEW YORK--(BUSINESS WIRE)-- Fitch Ratings currently maintains ratings as listed below on the student loan revenue bonds issued from Panhandle-Plains Higher Education Authority, Inc. (Panhandle) 1991 AB Trust (the Trust). Fitch has been requested to confirm its existing ratings upon the execution of a Supplemental Indenture of Trust, dated April 1, 2010 (the Supplement). The Supplement amends the Restated and Amended Indenture dated Aug. 30, 2007 (the Indenture). Consistent with its statements on policies regarding rating confirmations in structured finance transactions (Jan. 13, 2009) and student loan confirmations (May 8, 2009), Fitch is treating this request as a notification.

The Supplement will amend the Indenture to provide a mechanism through which the proceeds from a sale of student loans may be directly deposited into a special redemption fund and applied to redemption of all outstanding bonds of series 1991, 1992, 1993, 1995 and 1997 (the Prior Bonds). The redemption will be at a price of par plus accrued interest to the redemption date.

Several conditions precedent to this redemption of Prior Bonds are being added to the Indenture. These conditions include, among other things, that: (i) the trustee must provide at least 15 days prior notice of redemption to the bondholders; (ii) the notice of redemption must state that the redemption is conditioned upon sufficient funds being on deposit in the special redemption account on the redemption date; (iii) the total parity ratio after the sale of the student loans and the related redemption of Prior Bonds must be equal to at least 103%; (iv) no subordinate bonds may be redeemed unless the senior parity ratio is increased as a result of such redemption; (v) following the redemption of Prior Bonds, the balance of the reserve fund must be equal to the amount required under the Indenture; and (vi) the redemption date must be an interest payment date.

The Indenture is also being amended with respect to bonds tendered at a discount. Specifically, the Supplement will enable Panhandle to direct the redemption of taxable or tax-exempt series 2003, 2004, 2005 or 2007 bonds (the Subsequent Bonds) which have been tendered by bondholders at a discount. Funds on deposit in the taxable or tax-exempt redemption fund, as applicable, will be utilized to affect the redemption.

Finally, the Supplement gives Panhandle the ability to direct the trustee to deposit the proceeds from a sale of student loans directly into the taxable or tax-exempt redemption fund and utilize those proceeds to redeem taxable or tax-exempt Subsequent Bonds, as applicable, via purchase at a discount or otherwise.

Several conditions precedent to this redemption of Subsequent Bonds are being added to the Indenture including, among other things, that: (i) funds on deposit in the applicable redemption fund are utilized to redeem Subsequent Bonds within three days; (ii) the total parity ratio after the sale of the student loans and the related redemption of the Subsequent Bonds must be equal to at least 103%; (iii) no subordinate bonds may be redeemed unless the senior parity ratio is increased as a result of such redemption; (iv) following the redemption of the Subsequent Bonds, the balance of the reserve fund must be equal to the amount required under the Indenture; and (v) there are sufficient funds in the revenue fund to pay operating expenses then due and payable and related to the Subsequent Bonds being redeemed, accrued interest on the Subsequent Bonds, principal due on the Subsequent Bonds on the succeeding interest payment date, and any carryover amounts required to be paid on the succeeding interest payment date.

As of March 31, 2010, the Trust's senior and total parity ratios were 103.50% and 102.26%, respectively.

Based on the information provided, Fitch has determined that the execution of the Supplement will not have an impact on the existing ratings at this time. This determination only addresses the effect of the Supplement on the current ratings assigned by Fitch to the securities listed below. It does not address whether it is in the best interests of, or prejudicial to, some or all of the holders of the securities listed.

The ratings assigned by Fitch are based on the documents and information provided to us by the issuer and other parties. The ratings are subject to receipt of final closing documents. Fitch relies on all these parties for the accuracy of such information and documents. Fitch did not audit or verify the truth or accuracy of such information.

The current ratings of the bonds are as follows:

--Series 1995 A 'AAA/LS1'; Rating Watch Negative;

--Series 1997 X 'AAA/LS1'; Rating Watch Negative;

--Series 2003 A-1 'AAA/LS1'; Rating Watch Negative;

--Series 2003 A-2 'AAA/LS1'; Rating Watch Negative;

--Series 2003 A-3 'AAA/LS1'; Rating Watch Negative;

--Series 2004 A-1 'AAA/LS1'; Rating Watch Negative;

--Series 2004 A-2 'AAA/LS1'; Rating Watch Negative;

--Series 2004 A-3 'AAA/LS1'; Rating Watch Negative;

--Series 2004 A-4 'AAA/LS1'; Rating Watch Negative;

--Series 2005 A-1 'AAA/LS1'; Rating Watch Negative;

--Series 2005 A-2 'AAA/LS1'; Rating Watch Negative;

--Series 2005 A-4 'AAA/LS1'; Rating Watch Negative;

--Series 2005 A-5 'AAA/LS1'; Rating Watch Negative;

--Series 2006 A-1 'AAA/LS1'; Rating Watch Negative;

--Series 2007 A-1 'AAA/LS1'; Rating Watch Negative;

--Series 2007 A-2 'AAA/LS1'; Rating Watch Negative;

--Series 2007 A-3 'AAA/LS1'; Rating Watch Negative;

--Series 2007 A-4 'AAA/LS1'; Rating Watch Negative;

--Series 2007 A-5 'AAA/LS1'; Rating Watch Negative;

--Series 2007 A-6 'AAA/LS1'; Rating Watch Negative;

--Series 2007 A-7 'AAA/LS1'; Rating Watch Negative;

--Series 2003 B-1 'A/LS3'; Rating Watch Negative;

--Series 2007 B-1 'A/LS3'; Rating Watch Negative.

Additional information is available at www.fitchratings.com.

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