OREANDA-NEWS. Fitch Ratings has affirmed the rating on the following bonds issued by Central Plains Energy Project No. 3 (CPEP):

--$601.09 million gas project revenue bonds, series 2012 at 'A'.

The Rating Outlook on the bonds is Stable.

SECURITY
The series 2012 bonds are special obligations of the issuer, payable solely from revenues and other funds pledged under the trust indenture. Revenues are derived from the fulfilment of the obligations from each of the transactions varied counterparties.

KEY RATING DRIVERS

COUNTERPARTY PAYMENT OBLIGATIONS: The rating on the CPEP revenue bonds reflects the structured nature of the prepaid energy transaction and Fitch's analysis of the principal transactional counterparties. The principal counterparties in the CPEP transaction include Goldman Sachs Group, Inc. (GSG; 'A'/Outlook Stable), Royal Bank of Canada (RBC; 'AA'/Outlook Negative), the Metropolitan Utilities District of Omaha (OMUD; 'AA+'/Outlook Stable), and Natixis ('A'/Outlook Stable).

WEAK LINK COUNTERPARTY: The rating on the bonds is driven by the credit quality of the weakest counterparty whose default risk is not otherwise mitigated. The rating of the CPEP revenue bonds reflects the credit quality of the GSG and Natixis counterparties, and is also the current constraint in the transaction's rating.

SOLID GUARANTEED GAS SUPPLIER: Natural gas is supplied to CPEP by J. Aron & Company, whose obligations are guaranteed by GSG.

STRONG DOMINANT GAS PURCHASER: Approximately 86% of the delivered gas is purchased by OMUD, which exhibits a strong credit profile. The remaining purchase obligations of the cities of Cedar Falls (IA), Fremont (NE), Osage (NE), and Watertown (SD) are supported by reserve accounts and a receivables purchase agreement (RPA) with J. Aron (guaranteed by GSG).

COMMODITY SWAP PROVIDER: Royal Bank of Canada Europe Ltd. (RBCEL) is the commodity swap provider. RBC provides a limited guarantee for RBCEL's payment obligations. A custodial agreement between J. Aron, RBCEL and The Bank of New York Mellon Trust Co. (BNY; 'AA-'/Outlook Stable) insulates bondholders from the credit risk of the commodity swap provider.

INVESTMENT AGREEMENT PROVIDERS: Natixis Funding Corp. (guaranteed by Natixis) is the investment agreement provider for funds in the debt service reserve and working capital accounts. In the event Natixis is downgraded below 'A-', it must provide a credit remedy, such as credit support, acceptable to CPEP. J. Aron (guaranteed by GSG) provides an investment agreement for funds in the debt service account. J. Aron is not required to collateralize its obligations under any circumstances.

RATING SENSITIVITIES

CHANGE IN COUNTERPARTY RATINGS: The long-term rating on the bonds will continue to be determined by Fitch's assessment of the transaction structure, the role of each counterparty in the structure, and their credit quality. Therefore, unless otherwise mitigated, shifts in the rating or credit quality of Goldman Sachs Group, Inc., Natixis or Metropolitan Utilities District of Omaha below the current rating on the bonds would result in a downgrade. Conversely, shifts in the rating or credit quality of all of the counterparties above the current rating on the bonds would result in an upgrade.

CREDIT PROFILE

CPEP issued the series 2012 bonds in April 2012 to prepay for an aggregate 193 billion cubic feet (Bcf) supply of natural gas to be delivered by J. Aron over a 30-year period. CPEP sells the natural gas to OMUD and four other cities - Cedar Falls, Fremont, Osage, and Watertown (collectively the Other Purchasers) - that are obligated to purchase delivered gas as an operating expense of their respective systems.

OMUD purchases approximately 86% of the gas supplied while the Other Purchasers take the remaining 14%. The share of gas volumes varies by month and the obligations of the purchasers are separate. Pursuant to the RPA, J. Aron has agreed to a mandatory purchase obligation of any of the Other Purchasers' receivables, in the event of a deficiency, at early termination or final maturity.

COMMODITY SWAP AGREEMENT TO HEDGE PRICE RISK

To hedge the risk of changes in the price of Project No. 3 natural gas deliveries, CPEP has entered into a commodity swap agreement with RBCEL, exchanging a floating natural gas price for a fixed natural gas price, in order to facilitate the payment of fixed debt-service requirements. J. Aron has separately entered into a matching swap agreement with RBCEL, exchanging a fixed price for a floating natural gas price.

A custodial arrangement instituted on the 'back-end' commodity swap agreement between RBCEL and J. Aron provides for required payments by J. Aron to be remitted directly to CPEP in the event RBCEL fails to make the corresponding required payment to CPEP on the 'front-end' commodity swap. In short, the arrangement mitigates the risk on non-payment by RBCEL as swap counterparty.

STRUCTURE DESIGNED FOR TIMELY PAYMENT

The bonds are structured with provisions that provide for timely payment of debt service, regardless of changes in natural gas prices or the physical delivery of gas by J. Aron (since financial payments will be due from J. Aron in certain cases of non-delivery of gas). Payments due from OMUD and the Other Purchasers, together with those required under the commodity swap agreement and debt service fund agreement, are sufficient to meet debt service requirements.

Payments due from J. Aron (backed by GSG) upon early termination, together with other available funds, are also expected to equal an amount sufficient to pay off the bonds plus accrued interest. The funds required to pay the termination payment will be provided by J. Aron and guaranteed by GSG.