New York, November 16, 2012 -- Moody's Investors Service has assigned a provisional (P) Baa2 rating to Mexico Generadora de Energia, S. de R.L. ("MGE" or "Project") planned issuance of $564.2 million senior secured notes due 2032. The rating outlook for MGE is stable.

RATING RATIONALE

The (P) Baa2 rating reflects the construction and operation of two substantially identical natural-gas fired power plants, each with a net generation capacity of approximately 250MW, for a total of 500MW(the "Project") utilizing commercially available technology by experienced developers, contractors and operators, where payment terms are governed by an electric energy self-supply agreement ("ESSA") between MGE, two affiliated off-takers (also affiliates of Minera Mexico (Baa2, stable)), and Minera Mexico, as guarantor, for the entire capacity of the plant through the term of the debt, covering debt service, and fixed and variable costs, including major maintenance. The rating also incorporates the economic rationale of the project as a form of electricity cost savings to the sponsor/off-takers, the construction already being underway for a significant portion of the plant, the importance of the project to Minera Mexico's mining operation, and abundant economical fuel resources' availability. The rating further reflects robust debt service coverage ratio (DSCR) metrics of 1.4 times which are expected to remain resilient to a variety of stress scenarios as the fixed capacity charges and fixed and variable energy charges are sized to fully cover debt service, all actual operating and maintenance costs and provide a return on capital.

Construction risk is mitigated by the existence of two fixed price, date certain EPC contracts with Siemens Energy, Inc. and Siemens Innovaciones, guaranteed by Siemens Corp (wholly-owned subsidiary of Siemens AG rated Aa3, stable), and include a fairly standard menu of liquidated damage payments for delays. Construction risk is further mitigated by the requirement that the off-takers must begin making fixed capacity payments on a date certain scheduled COD irrespective of actual plant completion.

Upon completion, the project will be operated by a wholly-owned subsidiary of Gas Natural (Baa2, negative) under a 16-year agreement, with all costs passing through the ESSA.

The project also includes typical project finance features including a first priority security on all tangible and intangible assets and equity interests pledged through a trust, cash flow waterfall, and offshore construction, IDC, revenue, debt service and reserve accounts. There is also a six-month debt service reserve and limited liquidity retained in the project in between semi-annual distributions.

The rating is tempered by the single asset nature of the project and its direct link with Minera Mexico's performance as a large global mining concern which can also be accompanied by sector related volatility, along with this project being the sponsor's first significant power plant undertaking. The rating also incorporates the remote risk of non-payment during an extended period of force majeure affecting MGE's ability to operate, which is partially mitigated by limited liquidity, business interruption insurance (to be reviewed) and an eventual termination payment covering principal and accrued interest. Conversely, in the event of a force majeure affecting the off-takers, fixed capacity payments would still have to be made.

Moody's issues provisional ratings in advance of the final sale of securities, and these ratings represent only the rating agency's preliminary opinion. Upon a conclusive review of the transaction and associated documentation, Moody's will endeavor to assign definitive ratings to the bonds. A definitive rating may differ from a provisional rating. Moody's will disseminate the assignment of any definitive ratings through its ratings desk.

MGE's stable rating outlook reflects the expectation that the ongoing construction will be completed on time and on budget based on highly regarded experienced contractors during the construction period compounded by overall adequate industry contractual arrangements including insurance, delay and performance guarantees. The outlook also incorporates the expectation of stable operations of the project resulting in a steady 1.4x DSCR.

The rating is highly dependent upon the financial performance of the off-takers' guarantor, Minera Mexico. Upon completion of the construction, should the guarantor rating be upgraded, consideration of an upgrade at MGE may be warranted.

MGE's rating could be downgraded if the project incurs delays or material problems during construction period, required permits are not provided on time, the project becomes uneconomical for the sponsor, or operating period DSCR drops below 1.4 times. Given the reliance on Minera Mexico, if the rating of Minera Mexico were to be downgraded or if the rating outlook changed to negative, a similar rating action would occur at MGE.

For more information on Minera Mexico, the guarantor of the ESSA, please refer to the most recent credit opinion, which can be found on moodys.com.

For more information on MGE, please refer to the most recent credit opinion, which can be found on moodys.com.

The principal methodology used in this rating was Power Generation Projects published in December 2008. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

Moody's Investors Service assigned a (P)Baa2 rating to Mexico Generadora de Energia S. de R.L. for its US$ 566 Million senior sec notes.

MGE is a special purpose vehicle 99.1% indirectly owned by Grupo Mexico, S.A.B. de C.V. ("Grupo Mexico", and "Sponsor"), formed to develop, construct, own, operate and maintain two substantially identical natural-gas fired power plants, each with a net generation capacity of approximately 250MW, for a total of 500MW (the "Project") in the City of Nacozari de Garcia, in the state of Sonora in northern Mexico.

Once built, all of the Project's electrical output is to be delivered to two affiliated offtakers: Mexicana de Cobre, S.A. de C.V. ("MexCobre") and Buenavista del Cobre, S.A. de C.V. ("Buenavista" and, together with MexCobre, the "Consumer Partners" or "offtakers"), both entities existing under the laws of Mexico, under a long term electric energy self-supply agreement (the "ESSA"). The Consumer Partners are 100% owned by Minera Mexico S.A. de C.V. ("Minera Mexico", Baa2/stable), which is 100% owned by Southern Copper Corporation ("SCC", Baa2/stable), majority owned by Grupo Mexico.

The Project is already under construction. Design, procurement, construction, commissioning, and testing is to be undertaken by Siemens Energy Incorporated and Siemens Innovaciones, S.A. de C.V. (collectively, the "ES&C Contractor", both 100% owned subsidiaries of Siemens AG rated Aa3/stable) pursuant to fixed price, turnkey, engineering, procurement and construction contracts. The Facility is being built in two phases, with construction of Phase I and II approximately 88% and 51% complete respectively. Operación y Mantenimiento Energy México, S.A. de C.V., is a wholly-owned subsidiary of Gas Natural SDG, S.A., and will serve as the operator under a 16-year agreement.

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Jennifer Chang Analyst Project Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653A.J. Sabatelle Senior Vice President Project Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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