London, 15 June 2012 -- Moody's Investors Service has today changed to negative from stable the outlook on the Baa1 underlying rating of the EUR1,500 million senior unsecured facility agreement entered into by Sanef S.A. ("Sanef") with BNP Paribas and Dexia Credit Local, as arrangers. Concurrently, Moody's has placed the Baa2 issuer rating of Holding d'Infrastructures de Transport ("HIT") and the Baa2 senior unsecured rating of HIT Finance B.V., a guaranteed financing subsidiary of HIT, on review for downgrade. The Aa3 rating of the A tranches of Sanef facility guaranteed by Assured Guaranty (Europe) Ltd. (previously Financial Security Assurance (U.K.) Limited) is unchanged and remains solely based on Assured Guaranty's current rating, which is under review for downgrade.

RATINGS RATIONALE

Today's rating action reflects the weakening credit profile of the HIT group due to the increasingly challenging macroeconomic environment as traffic on Sanef network declined by 2% in Q1 2012. The review for downgrade of HIT ratings further reflects the impact of recent increases in dividends and potential shareholders' demands to upstream cash going forward, which could further weaken the financial profile of the group at the time that its only asset is exposed to some pressures on its cash flow generation.

Moody's had previously said that there was limited headroom at the current rating level and had factored in some degree of improvement in HIT's credit metrics. Moody's had further cautioned that a change in the financial policies, were this to be agreed among the company's shareholders, could put further pressure on the rating.

Furthermore, Moody's had previously indicated that based on the terms of the current shareholder agreement and associated arrangements in conjunction with the absence of any conditions in the funding arrangements of HIT group, which could create common credit exposure (e.g. cross-default clauses), there was no direct linkage between HIT's rating and the credit quality of any single shareholder. Moody's notes, however, the challenging macroeconomic environment in the markets where the largest shareholder of HIT -- Abertis Infraestructuras, S.A. (unrated), the Spanish infrastructure group -- holding 52.55% stake in the company operates. Whilst the presence of minority shareholders with a substantial stake can offer partial insulation from a parent, Moody's considers that the pressure to upstream cash from HIT has increased and the terms of financing at HIT level no longer include restrictions as following completion of the refinancing of the EUR1.3 billion syndicated bank debt facility in March 2012, there are no limitations on additional indebtedness at HIT level. Moody's has therefore considered that a distinction of more than one notch between the consolidated credit quality of the group and that of HIT may be appropriate going forward.

The current ratings of Sanef and HIT reflect: (i) the low business risk associated with Sanef's toll-road operations, which comprise essential motorway links in France and are exposed to limited competition; (ii) the strong fundamentals of Sanef's service area, which benefits from a diversified user base; and (iii) a well-established and generally supportive concession framework in France. The ratings are, however, constrained by a high level of gearing at HIT group and Sanef's investment programme in light of a remaining concession life of 17 years.

HIT's Baa2 rating takes into account structural subordination of current and future anticipated debt. The rating thereby reflects bondholders' distance from Sanef's cash flows. Sanef is HIT's only asset and thus the company has to rely on dividends upstreamed from Sanef to service its debt.

The negative outlook on the Baa1 rating of Sanef's bank facility reflects the weak macroeconomic environment in France as traffic on the company's network declined in Q1 2012, together with the terms of the bank financing, which provide a degree of protection to company's creditors in the event of increasing shareholders' demands.

Moody's review will consider the impact of the current and prospective dividend demands on HIT and its financing strategy in the challenging macroeconomic environment.

PRINCIPAL METHODOLOGIES

The principal methodology used in these ratings was Operational Toll Roads published in December 2006. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

Holding d'Infrastructures de Transport, headquartered in Paris, is a holding company of Sanef S.A., one of the main French motorway concessionaires. Sanef and its subsidiary, Societe des Autoroutes Paris Normandie ("SAPN"), operate a 1,743 km network of tolled motorways in the North-East of France, including links from Paris to Calais, Brussels, Luxembourg, Frankfurt and Strasbourg under two agreements signed with the French State and expiring in 2029. HIT acquired 100% Sanef's shares on 3 February 2006. HIT is owned by a consortium comprising the Spanish infrastructure group Abertis Infraestructuras, S.A. (52.55%) and the French stakeholders: Caisse des Dépôts group ("CDC", 20%), Predica (12.42%), Axa Private Equity (9.93%) and FFP (Société Foncière, Financière et de Participations, 5.1%).

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