RATINGS RATIONALE

The change in the outlook reflects Moody's view that Swissport's credit metrics remain weakly positioned for the B2 category, given also our expectations of a weaker macroeconomic outlook for 2013-14 which is expected to affect global air traffic and passenger airlines.

Swissport reported 9% year-on-year growth in revenue during the first 9 months of 2012 at approximately CHF1.4 billion driven by a contribution from start-ups and new contract wins as well as higher underlying traffic in Brazil, Algeria and Munich in ground handling. These factors were partially offset by volume shortfalls in cargo, lower traffic in Greece, France and the UK in ground handling as well as the impact of the loss of some contracts. Adjusted EBITDA reported by Swissport at CHF137 million represented a 5% year-on-year increase from CHF131 million during the same period of 2011, although CHF9 million of the increase is attributed to a one-off income from Ferrovial as a result of the change in ownership in 2011.

Moody's adjusted LTM gross leverage at 6.4x as of September 2012 stayed close to the level of December 2011, as the growth in EBITDA was offset by the increase in debt due to a tap issuance of USD130 million senior secured notes in May 2012 to support the acquisition of Flightcare (completed in September 2012). The leverage would have been lower, if the pro forma contribution to EBITDA of Flightcare was included.

Moody's recognises the resilience of Swissport's financial performance in the light of the challenging industry environment. Nevertheless, the company's metrics remain close to downgrade triggers in terms of leverage and interest cover. Moreover, the company's geographical exposure remains focused on Europe, with 63% of 2012 revenue (proforma for Flightcare acquisition) expected to be derived from Europe. This, combined with Moody's concern about airline industry development in Europe in the context of more conservative macroeconomic forecast recently undertaken by Moody's, results in the negative outlook on the ratings.

The company's liquidity remains good, including approximately CHF97 million cash on balance sheet and CHF146 million undrawn amount out of CHF200 million revolving credit facility.

Although a near-time upgrade is unlikely given the negative outlook, this could arise if Swissport's credit metrics were to improve as a result of a stronger-than-expected operational performance, leading to a debt/EBITDA ratio of around 5.0x, a free cash flow/debt ratio of around 5% and a (EBITDA-Capex)/Interest expense ratio above 2.0x. Conversely, downward pressure could be exerted on the ratings as a result of: (i) a deterioration in the company's debt/EBITDA ratio to above 6.0x; (ii) free cash flow turning negative; and (iii) (EBITDA-Capex)/Interest expense ratio falling below 1.5x.

The principal methodology used in rating Aguila 3 S.A. was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

Headquartered in Zurich, Swissport is the largest independent ground handler in the world based on revenue and number of stations and the second largest cargo handler in the world based on tons of cargo handled. The company provided ground handling services for over 100 million passengers on over 2.6 million flights and handled approximately 3.2 million tons of cargo for more than 300 airline customers in 2011. For the adjusted 12 months period ended 31 December 2011, Swissport generated revenues and adjusted EBITDA of approximately CHF1.7 billion and CHF163 million, respectively.

REGULATORY DISCLOSURES

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Tanya Savkin Vice President - Senior Analyst Corporate Finance Group Moody'sInvestors Service Ltd. One Canada SquareCanary WharfLondon E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Chetan Modi MD - Corporate Finance Corporate Finance Group JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Releasing Office: Moody's Investors Service Ltd. One Canada SquareCanary WharfLondon E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 (C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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