RATINGS RATIONALE

"Moody's decision to change the ratings outlook to negative is based on the company's high exposure to the financially weakening regional and central governments in Spain and Italy which represented 61% of the company's revenues in 2011", says Sebastien Cieniewski, Moody's lead analyst for Proiris. We note that, so far, the company has only experienced a limited negative impact on working capital from deteriorating payment terms from a limited number of customers. However, there is a significant risk that bad debt or pricing pressure increases as the financial situation in those countries deteriorates.

Proiris delivered a solid performance in fiscal year 2011 and Q1 2012 with revenues increasing by 15.1% and 12.4%, respectively, on an organic basis (i.e. excluding Bond acquisition). The contract renewal rate remained high in 2011 at above 97%. In addition, 11 new contracts were awarded in 2011 with annual revenues of EUR69.6 million. However, due to the significant Capex investments in 2011, the company's adjusted leverage ratio as calculated by Moody's remained high at 5.8x as of fiscal year end ("FYE") December 2011. On a pro-forma basis, including run-rate adjustments to EBITDA, net leverage as reported by the company stood at 4.9x as of FYE 2011. As the company's investment needs remain high, we do not expect any significant de-leveraging in the medium-term.

Moody's considers that for a ratings maintenance at B1 level, the agency would require Proiris to show a clear trajectory of deleveraging toward 5.5x within the next 12 months and to increase RCF/net debt to high single digits. A downgrade could be accelerated if key government-related (or otherwise prominent) customers significantly cut their business with the company or alter significantly the terms of their contracts or if the company experiences stress on its financial covenants. We do not expect upward pressure in the short term.

The principal methodology used in rating Proiris Aviation Spain, S.A.U and Inaer Aviation Finance Limited 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 Alicante, Spain, Proiris is the parent of Inaer Aviation Spain S.A.U. ("Inaer"), a helicopter services provider specialising in the provision of mission-critical services to public administrations and oil & gas corporations. The company operates in ten countries: Spain (37% of 2011 sales) Italy (24%), the UK (22%), Australia (6%), France (5%), Portugal, Chile, Peru, Ireland, Norway (6% in total). Proiris reported revenues of EUR521 million and EBITDA of EUR136 million for FYE 2011 (including Bond consolidated from May 2011).

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

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Sebastien Cieniewski 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 Associate Managing Director 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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