CELEX: 32013M7021
Language: en
Date: 2013-12-18 00:00:00
Title: Commission Decision of 18/12/2013 declaring a concentration to be compatible with the common market (Case No COMP/M.7021 - SWISSPORT / SERVISAIR) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 18.12.2013
C(2013) 9666 final

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|To the notifying party:                                               |
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Dear Sir/Madam,

Subject:    Case No COMP/M.7021 - Swissport/Servisair
Commission decision pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation No 139/2004[1]

TABLE OF CONTENTS

I.    The Parties and the operation     4

II.   EU DIMENSION     4

III.  Relevant markets 4

IV.   Product market definition   5

IV.1. Ground handling  5
IV.1.1      Description of the market   5
IV.1.2      Self-handling by airlines   7
IV.1.3      Competition for the market  7
IV.2. Landside cargo handling     8
IV.3. Offline cargo handling 9

V.    Geographic market definition      9

V.1.  Ground handling  9
V.1.1 Competition in the market   9
V.1.2 Competition for the market  11
V.2.  Landside cargo handling     11
V.3.  Offline cargo handling 12

VI.   COMPETITIVE ASSESSMENT 13

VI.1. General context for the assessment of the case     13
VI.2. Ground handling  14
VI.2.1      Affected "liberalised" airports  14
VI.2.2      Common competitive features 15
VI.2.2.1    Competitive situation at the affected airports    15
VI.2.2.2    Entry at the affected airports   18
VI.2.2.3    Airlines' buyer power 19
VI.2.2.4    Quantitative assessment     20
VI.2.3      Airport by airport assessment    23
VI.2.3.1.   London-Stansted  23
VI.2.3.2.   London Gatwick   25
VI.2.3.3.   Manchester 29
VI.2.3.4.   Birmingham (BHX) 33
VI.2.3.5.   Newcastle (NCL)  35
VI.2.3.6.   Helsinki airport (HEL)      38
VI.2.4      Affected "restricted" airports   42
VI.2.4.1.   Paris Charles-De-Gaulle (CDG)    42
VI.2.4.2.   Affected airports in Spain  43
VI.2.5      Competition for the market  45
VI.3. Landside cargo handling     46
VI.4. Offline services 47
VI.5. Conglomerate effects   48

VII.  Commitments      50

VII.1.      Commitments submitted by the Parties   50
VII.2.      Analysis of the final Commitments      53
VII.2.1     Legal framework for the assessment of remedies    53
VII.2.2     Suitability to solve competition concerns    54
VII.2.3     Viability and competitiveness    55
VII.2.3.1.  Scope of the Divestment Business 55
VII.2.3.2.  Viability and competitiveness of the Divestment Business      56
VII.2.3.3.  Other issues     59
VII.2.4     Attractiveness of the Divestment Businesses to find a suitable purchaser      59
VII.3.      Overall conclusion on the final Commitments  60
VII.4.      Conditions and obligations  60

VIII. CONCLUSION 62

     1) On 29 October 2013, the Commission received a notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by
        which Swissport France Holding SAS ("Swissport", France), controlled by PAI Partners (France), acquires within the  meaning  of  Article
        3(1)(b) of the Merger Regulation control of the whole of Servisair  SAS  ("Servisair",  France)  by  way  of  purchase  of  shares  (the
        "Transaction"). Swissport and Servisair are collectively referred to as the "Parties".

      The Parties and the operation

     2) Swissport (“the Notifying Party”) is a provider of airport ground handling, cargo handling, and related services, to airlines in  Europe
        and abroad. Swissport is owned and controlled by PAI Partners SAS, a portfolio management company.

     3) Servisair is a provider of airport ground handling, cargo handling, and related services, to airlines in Europe and abroad. Servisair is
        currently owned and controlled by Derichebourg SA, a French company active in the collection and recycling of waste materials,  cleaning
        services, and related services.

     4) The Transaction concerns the proposed acquisition by Swissport from Derichebourg of all outstanding shares in Servisair. The Transaction
        therefore constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

      EU DIMENSION

     5) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million (Swissport:  EUR  9673  million;
        Servisair: EUR 690 million).[2] Each of them has an EU-wide turnover in excess of EUR 250 million (Swissport: EUR […]; Servisair:  […]).
        However, neither company achieves more than two-thirds of its  aggregate  EU-wide  turnover  within  one  and  the  same  Member  State.
        Therefore, the notified operation has an EU dimension according to Article 1(2) of the Merger Regulation.

      Relevant markets

     6) In the EEA, Swissport and Servisair are active in ground handling and cargo handling at a number of airports.[3]

      Product market definition

1 Ground handling

1 Description of the market

     7) The Notifying Party views ramp, passenger, baggage, and airside cargo handling as making  up  one  ground  handling  market.[4]  In  the
        Notifying Party's opinion, this includes the provision of such ground handling services by airports as well as  self-  and  third-party-
        handling by airlines.

        8) Ramp services include aircraft loading and unloading, marshalling, push back and towing, cleaning, toilet and  water  servicing,  de-
           icing, airport transportation (for both  crew  and  passengers),  freight  and  baggage  transfer,  and  traffic  operations  (flight
           documentation and planning, crew briefing, weight and balance, load planning, ground to air communication, flight supervision).[5]

        9) Passenger handling services include reservation and ticketing, supervision management, check-in services,  basic  security  services,
           arrival and departure services and boarding assistance.[6]

       10) Baggage handling comprises loading and unloading of baggage from an aircraft, handling baggage  in  the  sorting  area,  sorting  it,
           preparing it for departure, and transporting baggage from the sorting area to the reclaim area.[7]

       11) At many airports in the EEA a ground handler requires a ramp licence to access the tarmac  and  aircraft,  and  the  number  of  ramp
           licences is limited.[8] These services are therefore referred to as "airside activities": namely those provided on the ramp and those
           provided in restricted areas, such as baggage handling. Consequently, ramp,  passenger  and  baggage  handling  services  are  mainly
           airside activities. By contrast, landside activities (most notably cargo handling services) are provided in warehouses or  in  public
           areas of airports without a license or authorisation being required.[9]

    12) The Commission has in the past defined a separate relevant product market for "ramp, passenger, and baggage  handling  services"  (which
        includes airside cargo handling as part of ramp services) and distinguished these services from landside cargo handling services.[10]

  13) Airside cargo handling is the transportation of cargo between the aircraft and the  cargo  handler's  warehouse.[11]  The  Notifying  Party
      argues that airside cargo handling services forms part of ramp, passenger, and baggage handling services. At airports where  ramp  services
      have not been liberalised but require a license, only the ramp licence holder can in principle provide airside cargo  services.  While  the
      Commission's market investigation in LBO France/Aviapartner confirmed this view, the Commission left the question open  as  no  competition
      concerns arose under any plausible market definition.[12]

  14) The Commission has in the past also left open whether each of ramp, passenger, and baggage handling services constitute  separate  relevant
      product markets.[13]

    15) The results of the market investigation have broadly confirmed the market definition as delineated in LBO  France/Aviapartner.  A  clear
        majority of competitors, customers and airport managers alike supported the view that there was a separate  product  market  for  ground
        handling services consisting of ramp, passenger and baggage handling services.[14] Likewise all three groups  of  respondents  confirmed
        with clear majorities that airside cargo handling services belonged to the market of ground handling services.[15]

    16) Moreover, the Commission considers that ground handling services as  airside  services  necessitate  similar  expertise,  personnel  and
        equipment on the supply side. Furthermore,  on  the  demand  side,  ramp,  passenger  and  baggage  services  are  generally  contracted
        jointly.[16]

    17) As concerns as possible further segmentation of the ground handling market, the results of the market investigation do not suggest  that
        a further segmentation into smaller markets would be appropriate.[17]

    18) The Commission therefore concludes that ground handling services, consisting of ramp, passenger, and baggage handling services  as  well
        as airside cargo handling services, constitute a relevant product market.

2 Self-handling by airlines

    19) Other than obtaining their ground handling services from third party providers, airlines have the option of  catering  to  their  ground
        handling needs through "self-handling".[18] A number of airlines engage in self-handling. Self-handling can be defined as  "a  situation
        in which an airport user directly provides ground handling services for itself and concludes no contract with any third  handling  party
        for the provision of such services".[19]

    20) In the context of ground handling services, previous decisions of the Commission[20] as well as the Study on  the  impact  of  Directive
        96/67/EC on Ground Handling Services 1996–2007 discussed the distinction between self-handling and handling services to third-parties.

    21) The Notifying Party views self-handling as competitive with and as part of the same ground handling market as services provided by third-
        party handlers.[21] According to the Notifying Party, self-handling airlines supply exactly the same services as  third-party  handlers,
        and airlines frequently switch back and forth between self-handling and third-party handling (or at  least  regularly  evaluate  such  a
        switch). The Notifying Party therefore contends that the airline self-handling business is contestable and frequently contested by third-
        party ground handling providers and serves as a constraint on the competitive behaviour of third-party ground handling providers.

    22) In its most recent decision on ground handling, the Commission excluded self-handling from the contestable market.[22]  In  the  present
        case however, it can remain open whether self-handling forms part of the relevant product market or not because the assessment would not
        change materially either way.[23] The competitive assessment will take into account as relevant  the  effects  of  self-handling  on  an
        airport-by-airport basis by comparing both, the situation excluding as well as the situation including self-handling.

3 Competition for the market

    23) Ramp, passenger and baggage handling services are, for the major part, airside services.[24] Therefore, access to the provision of these
        services is subject to a licence at a certain number of airports in the EEA (so called "closed" or "restricted" airports).[25] At  these
        airports, the relevant authority organises tenders on the basis of which it chooses the licensees (the recipients of licences  generally
        providing ramp, passenger, and baggage services at a given airport).

    24) As such, a separate market for the tendering of ramp licences may exist, distinct from the product market for the  actual  provision  of
        ramp, passenger and baggage services.

    25) The Notifying Party believes that the analysis of a separate market for the competition for airside services/licenses is not relevant to
        the Transaction, because all airports that give rise to a material "overlap" are "open" or  "liberalised"  within  the  meaning  of  the
        Ground Handling Directive.

    26) In particular, the Notifying Party submits that there could be no separate  market  for  "the  tendering  of  ramp  licenses  by  public
        authorities" at "open" airports, as all the relevant permits are awarded to all providers who meet the necessary  requirements  and  are
        not allocated through a tendering process.

    27) The results of the Commission's market investigation have proven inconclusive as to the question of whether there indeed is  a  separate
        market for the competition for the market.[26] However, this issue can be left open as the Transaction raises no competition concerns at
        any of the affected closed airports or at airports where both Swissport and Servisair bid for such licences.

2 Landside cargo handling

    28) Landside cargo handling may comprise many different services, including cargo terminal operations, warehousing  and  inventory  control,
        cargo security, handling of dangerous goods, documentation for import and export, customs clearance, global cargo tracking or even  live
        animal management.[27]

  29) In Lufthansa/Menzies/LCC, the Commission considered landside cargo handling services as likely constituting  a  separate  relevant  product
      market from other ground handling services, but ultimately left the question open.[28] In LBO France/Aviapartner, the Commission concluded,
      based on its findings in the market investigation, that landside cargo  handling  services  did  constitute  a  separate  relevant  product
      market.[29]

    30) The Notifying Party agrees with the Commission's assessment in LBO France/Aviapartner.

    31) The market investigation has broadly confirmed this approach. A clear majority within all groups of respondents  considered  that  there
        was indeed a separate market for the provision of landside cargo handling services.[30]

    32) Taking account of the Commission's precedents, the view of the Notifying  Party  and  the  results  of  the  market  investigation,  the
        Commission concludes that the market of landside cargo handling services is a separate relevant market for the purpose of the assessment
        of this Transaction.

3 Offline cargo handling

    33) Cargo handling services also relate to on-board freight (inbound) or freight to  be  loaded  (outbound),  so-called  "online  services".
        Online freight handling services involve online freight which is linked to a flight number and was or will  be  loaded  at  the  airport
        where it is handled.

    34) Offline services are services provided for freight which will not be or was not loaded at the  airport  where  it  is  handled.  Offline
        services are not covered by the Ground Handling Directive. Offline services do not necessarily need to  be  provided  at  airports  (the
        cargo is handled and prepared for flight at one airport, then transported by truck to another airport for loading onto the aircraft).

  35) The Notifying Party does not consider offline cargo transport services as part of the relevant "landside cargo handling" market.[31]

    36) The market investigation did not provide conclusive evidence on the question of whether offline service constitute  a  separate  product
        market of their own, belong to cargo handling services, or rather to the overall market of freight forwarding.[32]  However  given  that
        the Transaction does not lead to competition concerns in offline cargo handling services under any plausible  definition,  the  question
        can remain open.

      Geographic market definition

1 Ground handling

1 Competition in the market

    37) The Commission has considered in previous decisions that the geographic scope for the provision  of  all  ground  handling  services  is
        restricted to a specific airport (or possibly two neighbouring airports), arguing that the services required  at  a  particular  airport
        cannot be substituted for services provided at other airports.[33]

    38) In some decisions, however, the Commission considered the possibility that markets could be  larger  under  specific  circumstances.[34]
        More precisely, the Commission reached the conclusion that it could not be excluded that markets for ground handling services  in  Spain
        and in Greece may have a wider geographic dimension encompassing in some cases more than one airport.  The  question  was  finally  left
        open, as the precise geographic market definition had no material impact on the assessment.

    39) In LBO France/Aviapartner, the Commission regarded the market still to remain local for  the  time  being  although  bids  organised  by
        airline customers might increasingly encompass more than one airport in the future. The Commission based this view on the fact that only
        the handlers which are active at a given airport can assist the airline opting to land at the same airport. A ground handler  which  has
        no authorisation, no warehouses, equipment and personnel at the airport cannot provide ground handling services at that airport, without
        first organising such a local presence. However, the Commission did not see the need to come to a firm conclusion as to  the  geographic
        size of the ground handling market.

    40) In the present case, the Notifying Party has provided market data on an airport-by-airport basis (as well as at the national  level  for
        the countries in which there are affected markets). The Notifying Party notes however that  pricing  for  ground  handling  services  is
        constrained both by competitors active at a particular airport and by other competitors active in the region  and  throughout  the  EEA.
        According to the Notifying Party, this is due to the bidding nature of the business and the ease of entry at open airports in which  the
        number of ground handlers is not limited.[35]

    41) In the course of the Commission's market investigation, large majorities in all groups of respondents considered the market  related  to
        single airports only.[36] A large majority of responding airlines furthermore stated that they purchased  ramp,  passenger  and  baggage
        services or organise their tender procedures for such services for single airports only.[37] And even in case airlines  should  organise
        tenders covering several airports, a clear majority still professed  to  mostly  splitting  the  tendered  contracts  geographically  by
        selecting different suppliers for different airports.[38] Finally, a majority of respondents in all groups of respondents confirmed that
        (where these services are still subject to licencing) licences for airside services are still mainly  attributed  on  a  single  airport
        basis.[39]

    42) Taking into account the Commission's precedents, the views expressed by the Notifying Party and the results of the market investigation,
        the Commission considers the following: While it may indeed be the case that some airlines organise tender procedures comprising several
        airports simultaneously, the clear majority of airlines still award tenders locally and are  prepared  to  split  multi-station  tenders
        comprising several airports among multiple bidders. Therefore the specific airport at which the  ground  handling  services  are  to  be
        provided seems to have decisive weight for customers.

    43) What is more, from a supply perspective, ground handlers compete for ground handling contracts at the airport level and not at the level
        of a region or a whole country. While it is certainly possible to calculate the overall shares of ground handlers on a  national  level,
        these shares are a rather abstract representation of their various positions in the sector. One ground handler may be a  dominant  force
        at one airport but a distant competitor at another airport.

    44) As a consequence, the Commission concludes that the geographic market for ground handling services remains – at least for the time being
        – local in size and does not extend beyond a single airport or possibly two or more neighbouring airports.

2 Competition for the market

    45) In LBO France/Aviapartner, the Commission considered that the market for the competition for airside services would be at least national
        and possibly EEA-wide while leaving the exact market definition open.[40]

    46) The results of the market investigation have proven inconclusive as to the  question  of  whether  such  a  market  exists  or  how  the
        geographic scope of this market could be defined.[41]

    47) However, the exact geographic market definition of such a potential market can remain open because  no  competition  concerns  arise  at
        "closed" airports where licences to provide ground handling services are required.

2 Landside cargo handling

    48) The Commission has previously considered the geographic scope for the provision of all landside cargo handling services to be restricted
        to a specific airport (or possibly two neighbouring airports), based on the assumption  that  the  services  required  at  a  particular
        airport could not be substituted for services provided at other airports.[42]

    49) The Notifying Party has provided market data on an airport-by-airport basis (as well as at the national level for the countries in which
        there are affected markets). The Notifying Party notes however that pricing for landside cargo handling services is constrained both  by
        competitors active at a particular airport and by other competitors active in the region  and  throughout  the  EEA.  According  to  the
        Notifying Party, this is due to the bidding nature of the business.[43]

    50) As concerns the results of the market investigation, clear majorities among all groups of respondents regarded the geographic scope  for
        the provision of landside cargo handling services as restricted to a specific airport (or possibly neighbouring airports), based on  the
        assumption that the services required at a particular airport could not be substituted for  services  provided  at  other  airports.[44]
        Clear majorities among all groups of respondents indicated that airlines purchased landside cargo handling services or  organised  their
        tender procedures for such services on at a single airport level.[45] Even in case airlines should  organise  tenders  covering  several
        airports, a clear majority still declared to mostly split the tendered contracts geographically by  selecting  different  suppliers  for
        different airports.[46]

    51) While the same trend, described in the section dealing with ground handling services, to conclude multi-airport contracts may be gaining
        momentum in the future also as regards cargo handling, the Commission considers that the clear majority of airlines still award  tenders
        locally and are prepared to split multi-station tenders comprising several airports among  multiple  bidders.  Therefore,  the  specific
        airport at which the landside cargo handling services are to be provided seems to have decisive weight for customers.

    52) As a consequence, the Commission considers that the geographic market for landside cargo handling services is most likely local in  size
        and does not extend beyond a single airport  (or  neighbouring  airports).  However,  given  that  the  competitive  assessment  of  the
        Transaction would not change, even if larger markets (that is national markets) are considered, the exact geographic  market  definition
        can be left open.

3 Offline cargo handling

    53) Concerning offline cargo handling services, majorities of all groups of respondents indicated  in  their  answers  to  the  Commission's
        market investigation that offline services are provided or purchased at single airport level.[47]

    54) Given that the Transaction does not lead to any competition concerns regarding offline cargo handling  services,  the  exact  geographic
        definition of the market for offline services to freight forwarders and airlines can be left open.

      COMPETITIVE ASSESSMENT

1 General context for the assessment of the case

    55) Ground handling services cover a wide range of ground-based aviation-related activities carried out for airlines at  airports  essential
        for the efficient use of air transport infrastructure and the performance of the aviation system in general.

    56) Ground handling is a key factor in the aviation chain and in the overall quality  of  the  air  transport  service  for  passengers,  as
        illustrated, among others, by the fact that 70% of delays are caused by problems related to the turnaround of aircraft at  airports  and
        are generated by airlines or their ground-handlers, airports or other parties involved in the turnaround process.[48]

    57) Ground handling is a labour-intensive industry, as labour accounts for 65%-80% of the costs. The cost  linked  to  ground  handling  for
        airlines amount to 5 to 12% of operating costs.[49]

    58) The Ground Handling Directive sets the regulatory framework for the provision of ground handling services by opening up competition  for
        ground handling activities, which before fell in the airport operator's or airline's exclusive remit.

    59) The Ground Handling Directive[50] liberalized the access to the market for third-party handling, but entitled  Member  States  to  limit
        competition to minimum of two suppliers for each of four services[51] involving the aircraft itself (baggage  handling,  ramp  handling,
        fuel and oil handling, freight and mail handling, also called the "restricted services"). Where this limitation is imposed, at least one
        of these suppliers shall be independent of the airport or the dominant air carrier at that airport.[52]

    60) Similar provisions exist with regard to self-handling, according to which Member  States  may  reserve  the  right  to  self-handle  the
        restricted services to no fewer than two airlines. If this limitation is in place, the selection of the supplier  is  organised  on  the
        basis of relevant, objective, transparent and non-discriminatory criteria (and not through tenders).[53]

    61) Only a limited number of countries (such as the UK, the Nordic countries, the Netherlands, and Poland)  have  fully  liberalised  ground
        handling services, including the services to which access can be restricted on the basis of the Ground Handling Directive.[54]  Besides,
        smaller airports that are not covered by the obligation to open access to third party ground  handling  are  allowed  to  use  only  one
        provider in relation to all ground handling services.

    62) In 2011 the Commission issued a proposal for a Regulation intended to replace and repeal the current Ground Handling Directive, in order
        to improve the competitive environment and to foster the coordination of ground operations at airports.[55]

2 Ground handling

1 Affected "liberalised" airports

  63) The Parties' activities overlap at 7 liberalised airports within the meaning of the Ground handling directive, and  the  Transaction  gives
      rise to 6 horizontally affected markets: 5 in the U.K. and 1 in Finland[56]. The respective market positions of the Parties at the affected
      airports are outlined in the tables below, Table 1 presenting the Parties' market shares for 2011, 2012 and 2013  including  self-handling,
      and Table 2 presenting the Parties' market shares for 2011, 2012 and 2013 excluding self-handling.

                               Table 1: Overview of the Parties' market shares at the affected liberalized airports

                                                             including self-handling

|Ground Handling - Market Shares including Self-Handling                                                                                    |
|Affected airports    |2011                                    |2012                                  |2013                                |
|                                                                                                                                           |
|Affected airports   |2011                                    |2012                                  |2013                                   |
|                                      |Swissport     |Servisair                                |
|Ryanair                               |[…]           |[…]                                      |
|Easyjet                               |[…]           |[…]                                      |
|germanwings                           |[…]           |[…]                                      |
|Air Berlin                            |[…]           |[…]                                      |
|Pegasus Airlines                      |[…]           |[…]                                      |
|Thomson Airways                       |[…]           |[…]                                      |
|Aurigny Air Services                  |[…]           |[…]                                      |
|Thomas Cook Airlines                  |[…]           |[…]                                      |
|bmibaby*                              |[…]           |[…]                                      |
|Atlasjet Airlines                     |[…]           |[…]                                      |
|Top 10                                |[…]           |                                         |

           * Ceases operations after 2012
           Source: Notifying Parties[84]
  64) Therefore, amongst the main airlines active at this airport are (i) Ryanair accounting for […]% of traffic, and (ii) easyJet accounting for
      […]% of traffic.

  65) The respective market positions of the Parties at STN are outlined in Table 4 below.

                                           Table 4: Market positions of the main ground handlers at STN

|Stansted - Ground Handling Volume Market Share                                                                                                  |
|              |Including self-handling                                        |Excluding self-handling                                         |
|Competitor    |                                                               |                                                                |
|              |                                                               |                                                                |
|                                      |2011          |2012                                     |
|Easyjet                               |[…]           |[…]                                      |
|British Airways                       |[…]           |[…]                                      |
|Flybe                                 |[…]           |[…]                                      |
|Thomson Airways                       |[…]           |[…]                                      |
|Norwegian Air Shuttle                 |[…]           |[…]                                      |
|Monarch Airlines                      |[…]           |[…]                                      |
|Ryanair                               |[…]           |[…]                                      |
|Aer Lingus                            |[…]           |[…]                                      |
|Thomas Cook Airlines                  |[…]           |[…]                                      |
|Virgin Atlantic Airways               |[…]           |[…]                                      |
|Top 10                                |[…]           |                                         |

           Source: Notifying Party[88]

  66) Therefore, amongst the main airline companies active at this airport are (i) easyJet accounting for  […]%  of  the  traffic,  (ii)  British
      Airways accounting for […]% of the traffic, and (iii) Flybe accounting for […]% of traffic.

  67) The respective market positions of the Parties at LGW are outlined in Table 6 below.

    Table 6: Market positions of the main ground handlers at LGW (2011-2013)

|Gatwick - Ground Handling Volume Market Share                                                                                                      |
|              |Including self-handling                                            |Excluding self-handling                                         |
|Competitor    |                                                                   |                                                                |
|              |                                                                   |                                                                |
|                                      |2011          |2012                                     |
|Flybe                                 |[…]           |[…]                                      |
|Ryanair                               |[…]           |[…]                                      |
|British Airways                       |[…]           |[…]                                      |
|Easyjet                               |[…]           |[…]                                      |
|Thomson Airways                       |[…]           |[…]                                      |
|Lufthansa                             |[…]           |[…]                                      |
|Monarch Airlines                      |[…]           |[…]                                      |
|Jet2.com                              |[…]           |[…]                                      |
|bmi british midland*                  |[…]           |[…]                                      |
|Thomas Cook Airlines                  |[…]           |[…]                                      |
|Top 10                                |[…]           |                                         |

           * Ceases operations after 2012.
           Source: Notifying Party[106]

  68) Therefore, amongst the main airline companies active at this airport are (i) Flybe accounting for […]% of the  traffic,  (ii)  Ryanair  and
      British Airways both accounting for […]% of the traffic and (iii) easyJet and Thomson Airways accounting for […]% of the traffic.

  69) The respective market positions of the Parties at MAN are outlined in Table 8 below.

                                  Table 8: Market positions of the main ground handlers at MAN (2011-2013)[107]

|Manchester - Ground Handling Volume Market Share                                                                                                    |
|              |Including self-handling                                            |Excluding self-handling                                          |
|Competitor    |                                                                   |                                                                 |
|              |                                                                   |                                                                 |
|                                      |2011          |2012                                     |
|Flybe                                 |[…]           |[…]                                      |
|Ryanair                               |[…]           |[…]                                      |
|Lufthansa                             |[…]           |[…]                                      |
|Monarch Airlines                      |[…]           |[…]                                      |
|Aer Lingus                            |[…]           |[…]                                      |
|Thomson Airways                       |[…]           |[…]                                      |
|bmibaby[117]                          |[…]           |[…]                                      |
|KLM-Royal Dutch Airlines              |[…]           |[…]                                      |
|Brussels Airlines                     |[…]           |[…]                                      |
|Air France                            |[…]           |[…]                                      |
|Top 10                                |[…]           |                                         |

           Source: Notifying Party

  70) Therefore, amongst the main airlines active at this airport are (i) Flybe accounting for […]% of the traffic and  (ii)  Ryanair  accounting
      for […]% of the traffic.

  71) The respective market positions of the Parties at BHX are outlined in Table 10 below.

                                    Table 10: Market positions of the main ground handlers at BHX (2011-2013)

|Competitors                    |2011                               |2012                               |2013                                 |
|                               |Flights          |%                |Flights          |%                |Flights          |%                 |
|Servisair                      |[…]              |[60-70]          |[…]              |[60-70]          |[…]              |[60-70]           |
|Combined                       |[…]              |[90-100]         |[…]              |[70-80]          |[…]              |[70-80]           |
|Menzies                        |--               |--               |[…]              |[20-30]          |[…]              |[30-40]           |
|Total                          |[…]              |100              |[…]              |100              |[…]              |100               |

Source: Notifying Party

  72) Post-Transaction, the merged entity would become the largest provider of ground handling services at BHX with a market share  of  [70-80]%,
      Menzies being the only remaining competitor.

  73) As provided by paragraph 17 of the Commission's the Horizontal Guidelines[118], such very large combined market shares may in themselves be
      evidence of the existence of a dominant position.

  74) No airline carrier is currently self-handling or has expressed an intention to switch  to  self-handling  during  the  Commission's  market
      investigation.

  75) In addition, according to the historical bidding data provided by the Parties, over the  past  three  years,  at  BHX,  only  three  ground
      handling companies participated in bids, i.e. Swissport, Servisair and Menzies[119]. In addition, Menzies only participated in […], leaving
      Servisair and Swissport to compete against each other in […]. Moreover, based on the same data, it can be concluded that both Swissport and
      Servisair enjoy a significant incumbent advantage at BHX. When Swissport is the incumbent, it wins the  bid  in  […]%  of  cases  and  when
      Servisair is the incumbent, it wins the bid in […]% of cases[120]. Therefore, the Transaction will remove an important competitive force at
      BHX, reducing the number of incumbent ground handlers from three to two.

  76) Furthermore, regarding barriers to entry, the Notifying Party submits that Menzies recently entered BHX, by taking substantial market share
      from Swissport in winning the […] contract in November 2011, and later a contract from […]. This explains  Swissport's  declining  presence
      over the past three years and Menzies' significant growth since its 2012 entry. The Notifying Party considers that barriers  to  entry  are
      therefore low and submits that BHX is an easy site for expansion for London area competitors who could transfer resources to BHX and  enter
      this market like Menzies did in 2012.

  77) However, first, as described above in section VI.2.2, there are rather high barriers to entry in general,  even  at  liberalized  airports.
      Moreover, the BHX airport manager has indicated that expansion of ground handling companies at this airport could  be  limited  by  airside
      space[121].

  78) Finally, a small number of respondents to the market investigation  did  express  some  degree  of  interest  in  entering  BHX  as  ground
      handlers[122]. However, none of these expressions of interest were supported by enough evidence showing likelihood of timely and sufficient
      entry to constitute a competitive constraint on the merged entity and defeat the anticompetitive effects of the Transaction at BHX  in  the
      medium-long term.

  79) […]. However, this statement was not supported by any solid evidence.

  80) In light of the above and of the other available evidence, the Commission considers that the Transaction raises serious doubts  as  to  its
      compatibility with the internal market on the market for ground handling services at Birmingham airport.

1 Newcastle (NCL)

  81) Newcastle Airport ("NCL") is a liberalised airport within the meaning of the Ground Handling Directive. In 2012, it  handled  approximately
      4.4 million passengers, out of which 73% flew internationally while 27% flew domestically[123].

  82) Table 11 below shows the main airlines active at NCL according to their shares of the traffic at the airport and  their  respective  ground
      handlers.

                   Table 11: Departures of Top 10 airlines and their respective ground handling service providers - NCL (2012)

|Airline                               |%        |Ground Handling Provider                 |
|easyJet                               |[…]      |[…]                                      |
|Flybe                                 |[…]      |[…]                                      |
|Eastern Airways                       |[…]      |[…]                                      |
|Jet2.com                              |[…]      |[…]                                      |
|British Airways                       |[…]      |[…]                                      |
|KLM-Royal Dutch Airlines              |[…]      |[…]                                      |
|Thomson Airways                       |[…]      |[…]                                      |
|Thomas Cook Airlines                  |[…]      |[…]                                      |
|Air France                            |[…]      |[…]                                      |
|Ryanair                               |[…]      |[…]                                      |
|Top 10                                |[…]      |                                         |

                 Source: Notifying Party

  83) Therefore, amongst the main airline companies active at this airport are (i) easyJet accounting for […]% of  the  traffic  and  (ii)  Flybe
      accounting for […]% of the traffic.

  84) The respective market positions of the Parties at NCL are outlined in Table 12 below:

                                  Table 12: Market positions of the main ground handlers at NCL (2012 and 2013)

|                  |Including self-handling                                       |Excluding self-handling                                     |
|Competitors                           |2011          |2012                                     |
|Finnair                               |[…]           |[…]                                      |
|Blue1                                 |[…]           |[…]                                      |
|Flybe                                 |[…]           |[…]                                      |
|Norwegian Air Shuttle                 |[…]           |[…]                                      |
|Lufthansa                             |[…]           |[…]                                      |
|Air Baltic Corporation                |[…]           |[…]                                      |
|SAS Scandinavian Airlines             |[…]           |[…]                                      |
|KLM-Royal Dutch Airlines              |[…]           |[…]                                      |
|Air Berlin                            |[…]           |[…]                                      |
|Estonian Air                          |[…]           |[…]                                      |
|Top 10                                |[…]           |                                         |

           Source: Notifying Party[130]

  85) The respective market positions of the Parties and the main ground handlers at HEL are outlined in Table 14 below:

                                          Table 14: Market positions of the main ground handlers at HEL

|Helsinki - Ground Handling Volume Market Share                                                                                              |
|                  |Including self-handling                                       |Excluding self-handling                                   |
|Competitor        |                                                              |                                                          |
|                  |                                                              |                                                          |
|                                      |2011     |2012                                                    |
|Air France                            |[…]      |[…]                                                     |
|Easyjet                               |[…]      |[…]                                                     |
|Lufthansa                             |[…]      |[…]                                                     |
|Alitalia                              |[…]      |[…]                                                     |
|Flybe                                 |[…]      |[…]                                                     |
|Top 10                                |[…]      |                                                        |

                 Source: Notifying Party

  86) The respective market positions of the Parties at CDG are outlined in Table 16 below.

                                  Table 16: Market positions of the main ground handlers at CDG (2012 and 2013)

|               |Including self-handling                                       |Excluding self-handling                                   |
|Competitor             |2011            |2012                              |
|                       |                |International     |Domestic       |
|Alicante (ALC)         |8,8 mio.        |84%               |16%            |
|Almería (LEI)          |740 000         |43%               |57%            |
|Barcelona (BCN)        |35 mio.         |67%               |33%            |
|Fuertaventura (FUE)    |4,4 mio.        |77%               |23%            |
|Jerez (XRY)            |845 000         |45%               |55%            |
|Lanzarote (ACE)        |5,2 mio.        |67%               |33%            |
|Madrid (MAD)           |45,2 mio.       |68%               |32%            |
|Málaga (AGP)           |12,6 mio.       |81%               |19%            |
|Valencia (VLC)         |4,7 mio.        |66%               |34%            |

          Source: Notifying Party[144]

  87)  Servisair has permits for the provision of passenger services, i.e. ticketing and supervision, and also  performs  some  general  aviation
      services. However, absent a ramp licence, it is not active on the ramp at all. Servisair thus does not compete  in  and  has  not  competed
      “for” these markets. In contrast, Swissport provides the full spectrum of ramp, passenger, and baggage services at the affected airports in
      Spain.  This includes the provision of ticketing and supervision services at all nine Spanish affected airports but as part  of  its  basic
      ground handling service offering. As a consequence, the actual overlaps between the Parties are limited as shown in Table 18 below:

                                    Table 18: Parties' market positions at the nine affected airports in Spain

|            |Including self-handling[145]                                    |Excluding self-handling                                         |
|Airport     |2012                           |2013                           |2012                           |2013                           |
|                      |Swissport                                  |Servisair                                |
|                      |Swissport     |Servisair    |Combined      |Swissport    |Servisair   |Combined      |
|London Gatwick        |–[152]        |–            |–             |[0-5]%       |[50-60]%    |[50-60]%      |
|Manchester            |–[153]        |–            |–             |[0-5]%       |[50-60]%    |[50-60]%      |

                 Source: Notifying party – Form CO

    88) At London Heathrow, the merged entity would become the largest cargo handler following the implementation of the  Transaction.  However,
        it would face strong competition from at least three other well-established cargo handlers, namely dnata (with a 2012  market  share  of
        [10-20]% including self-handling and [20-30]% excluding self-handling), WFS (with a  2012  market  share  of  [10-20]%  including  self-
        handling and [20-30]% excluding self-handling), and Menzies (with a 2012 market share of [5-10]% including  self-handling  and  [10-20]%
        excluding self-handling).

    89) Moreover, London Heathrow does not present any substantial barriers to entry for landside cargo handling  services.  No  concerns  about
        insufficient warehouse space were raised in the course of the market investigation. The  Notifying  Party  estimates  that  there  is  a
        substantial amount of excess warehouse capacity available at Heathrow.[154]

    90) In general, no substantiated competition concerns were raised by respondents to the market investigation with regard to  landside  cargo
        handling at London Heathrow.

    91) The increments in market shares are very limited at London Gatwick and Manchester  airports,  so  that  no  significant  merger-specific
        effect could reasonably be expected there.

    92) Moreover, at London Gatwick, the merged entity will be exposed to competition from WFS (which is currently the second largest  and  only
        other competitor active in landside cargo handling) and from dnata, […][155][…]. Furthermore there seems to  be  ample  warehouse  space
        available at London Gatwick for potential future entrants.[156]

    93) At Manchester, Swissport's presence is very limited […].  The Transaction will  therefore  not  change  the  number  of  cargo  handlers
        physically active at Manchester airport.

    94) In light of the above and of the other available evidence, it is concluded that the Transaction does not raise serious doubts as to  its
        compatibility with the internal market in the markets of landside cargo handling  services  at  London  Heathrow,  London  Gatwick,  and
        Manchester airports.

  95) On a UK-wide market, the effects of the Transaction in terms of market share by volume,  for  the  provision  of  landside  cargo  handling
      services, excluding airside cargo handling services are summarised in Table 20 below:

                            Table 20: Overview of the Parties' market shares on the landside cargo handling in the UK

|Country               |Shares (2012)                              |Shares (2012)                            |
|                      |including self-handling                    |excluding self-handling                  |
|                      |Swissport     |Servisair    |Combined      |Swissport    |Servisair   |Combined      |

           Source: Notifying party – Form CO

    96) According to the Parties, there is quite a significant number of market players offering cargo handling services, such  as  notably  WFS
        (with a 2012 market share of [10-20]% including self-handling and [10-20]% excluding self-handling)  and dnata (with a 2012 market share
        of [10-20]% including self-handling and [10-20]% excluding self-handling), […][159].

    97) In light of the above and of the other available evidence (e.g. the analyses made  in  relation  to  the  competitive  features  at  the
        affected airports), it is concluded that the Transaction does not raise serious doubts as to its compatibility with the internal  market
        in the UK market of landside cargo handling services.

3 Offline services

    98) Servisair provides certain offline road cargo transport services in the UK  and  Ireland,  and  it  also  sub-contracts  some  transport
        services to third parties. Swissport is not active in offline road cargo transport services between airports. To  the  extent  Swissport
        needs to transport cargo from one airport to another, Swissport sub-contracts these transport services  to  third  parties;  it  is  not
        itself involved in any such transportation.[160]

    99) In the course of the market investigation, no substantiated concerns have been raised with regard to the provision of offline services.

   100) Moreover, […]. [161] WFS is also active at UK level in this market.[162]

   101) In light of the above and of the other available evidence, it is concluded that the Transaction does not raise  any  doubts  as  to  its
        compatibility with the Internal Market with regard to offline services.

4 Conglomerate effects

 102) Conglomerate effects concern companies that are active in closely related markets.[163]  Ground  handling  services  (ramp,  passenger  and
      baggage as well as airside cargo handling services) on the one side and  landside  cargo  handling  services  on  the  other  side  may  be
      considered as neighbouring markets. These services may be provided to the same  customers  (although  the  range  of  customers  for  cargo
      handling services are wider because it includes full-cargo airlines and freight-forwarders) and/or at the same venue (although there  is  a
      strict separation between airside services with access to the ramp and landside services that lack that access)  and  both  belong  to  the
      overall sector of ground handling services.[164]

 103) However, the Transaction is unlikely to lead to any conglomerate effects between ground  handling  services  and  landside  cargo  handling
      services because the Parties will not have the ability and incentive to leverage a position on one market to another by means of  tying  or
      bundling or other exclusionary practices (conglomerate foreclosure).

 104) The Notifying Party contends that the conclusion reached by the Commission  in  LBO  France/Aviapartner,  i.e.  that  the  transaction  was
      unlikely to lead to conglomerate effects, should be upheld for  this  Transaction.  More  specifically,  the  Notifying  Party  raises  the
      following points:[165]

         – […];

         – […];

         – […];

         – […];

         – many of the Parties' competitors in Europe, such as Menzies, WFS, and dnata, are able to  offer  essentially  the  same  portfolio  of
           services to their customers, either directly or via sub-contracting. Accordingly, a bundling strategy would  not  give  Swissport  and
           Servisair a competitive advantage over their competitors;

         – airlines have the ability to pick and choose services from different suppliers, and it is in fact common for airlines to award  ground
           handling contracts on the one hand and landside cargo handling contracts to different suppliers.

         – at all the EEA airports  where such conglomerate effects could arise, either (i) at least one of the  Parties  is  already  active  on
           both ground handling or landside cargo handling or (ii) the activity of one of the Parties  is  very  limited  in  terms  of  services
           offered ([…]). Therefore, the Transaction would, as such, be unlikely to lead to significant conglomerate effects.

 105) The Commission's market investigation has not resulted in the identification of any  substantiated  competition  concerns  with  regard  to
      conglomerate effects. A majority of customers were undecided on the question  of  whether  the  Merged  Entity  would  have  a  competitive
      advantage through the fact that they would be able to offer offline cargo handling services in conjunction  with  landside  cargo  handling
      services and did not raise any particular competition concerns with regard to bundling.[166] Some  competitors  argued  that  airlines  may
      occasionally prefer to have the same supplier for both ground handling and landside cargo handling at one airport[167] and  one  competitor
      raised general concerns with regard to bundling without substantiating these concerns.[168]

 106) The Commission considers furthermore that, other than in the LBO France/Aviapartner case, the current  Transaction  does  not  involve  the
      combination of a significant landside cargo handling agent (such as WFS) and a large competitor in ground handling  (such  as  Aviapartner)
      active at the same airports. In the case at hand, Swissport and Servisair provide similar ground and cargo handling services largely at non-
      overlap airports,[169] and would therefore not have any incentives (or the ability) to bundle ground  and  cargo  handling  products  as  a
      result of the Transaction.

 107) […].[170] […].[171]

 108) In light of the above and of the other available evidence, it is concluded that the Transaction  does  not  raise  any  doubts  as  to  its
      compatibility with the Internal Market with regard to conglomerate effects.

      Commitments

1 Commitments submitted by the Parties

   109) In order to address the serious doubts raised by the Transaction regarding the ground handling market at Helsinki, Newcastle, Birmingham
        and Gatwick airports, Swissport submitted commitments.

   110) Swissport provided a draft set of commitments on 23 November 2013. This draft did not include divestments of the full increment  at  all
        airports where serious doubts have been identified.

   111) Following a meeting with the case-team on 26 November 2013, Swissport provided formal remedies  on  27  November  2013.  While  improved
        compared to the draft of 23 November, these remedies contained: (i) a non-compete clause, preventing Swissport from bidding against  the
        new entrant for any contracts that were part of the divestment business, following the closing and up to one year after the adoption  of
        this decision, thus leaving customers with only one bidder – i.e. the new entrant – at some airports; (ii) exceptions to the transfer of
        all contracts attached to a divested station, without describing the magnitude of these exceptions; (iii) some unclear clauses.

   112) Swissport submitted revised commitments on 29 November 2013 (the "revised  Commitments").  The  revised  Commitments  contained  several
        clarifications e.g. with respect to the scope of the divestment and they no longer contained  the  non-compete  clause  referred  to  in
        paragraph (214) above. Instead, they explicitly confirmed Swissport's right to  bid  for  contracts,  including  any  of  the  contracts
        transferred to the Divestment Business and Swissport's right  to  submit  unsolicited  contract  offers,  including  to  airlines  whose
        contracts have been transferred. On 29 November 2013, the Commission launched a market test in order to gather  the  opinion  of  market
        participants.

   113) In order to address a number of issues that were identified by respondents to the Market Test, Swissport submitted an  improved  version
        of the commitments on 12 December 2013 (the "final Commitments")[172].

   114) The most important improvements of the final Commitments as compared to the revised Commitments were:

      • At Helsinki, the station manager has been added to the list of key personnel that will be transferred to the purchaser.

         • All the contracts with suppliers that currently supply inputs to the business, including equipment, real estate, electricity,  water,
           fuel, oil, spare parts and other consumables are identified and listed in the schedule to the Commitments.

      • (Stand-alone) de-icing contracts are included in the Divestment Businesses.

      • The mechanism through which full ground handling contracts would either be split-up to  carve  out  de-icing  and  lounge  services,  or
        transferred in full with the purchaser sub-contracting these services back to Swissport has been deleted. In the final Commitments,  the
        relevant ground handling contracts will be divested in full to the purchaser.

      • The arrangement with respect to multi-station contracts has been improved by the introduction of a third option: if the airline customer
        rejects both the contract split and sub-contracting, Swissport commits to divest one or more alternative contracts  equivalent  in  size
        and commercial terms (based on the 2013 figures in the Schedule) at equivalent commercial terms and a remaining duration of at  least  1
        year.

      • The compensation mechanism through which Swissport guarantees the purchaser a certain minimum volume of business for a limited period of
        time has been improved. Most importantly, the duration has been extended from […] to […]. Also, the wording now clarifies that the  2013
        figures in the Schedule are the relevant benchmark. It is also noted that, following the inclusion of (stand-alone)  de-icing  contracts
        in the scope of the Divestment Business, it is specified that Swissport will not be required to replace any standalone de-icing contract
        of minor importance.

      • The final Commitments no longer contain an explicit confirmation of  Swissport's  right  to  bid  in  tenders  relating  to  transferred
        contracts, or to submit unsolicited offers to airlines whose contracts have been transferred.

   115) As will be shown below, the Commission considers the final Commitments suitable to entirely remove the serious doubts identified.

   116) The final Commitments aim at addressing the Commission's concerns with respect to the ground handling markets at  Helsinki,  Birmingham,
        Newcastle and Gatwick airports by ensuring entry by suitable competitor(s) which can compete effectively with the  Merged  Entity  on  a
        lasting basis at these airports.

   117) The main aspects of the final Commitments are summarised below.

 118) Swissport undertakes to divest to one or more purchaser(s) (i) Servisair's ground handling business at Helsinki airport,  (ii)  Swissport's
      ground handling business at Birmingham airport, (iii) Servisair's ground handling business  at  Newcastle  airport,  and  (iv)  Servisair's
      ground handling business at London Gatwick airport (hereafter each referred to as "Divestment Business").

 119) The Divestment Businesses will each time include the relevant ground handling contracts, ground handling assets, ground handling  employees
      (including key personnel) and ground handling supply contracts (to the extent that the purchaser wishes to maintain them).

 120) Some of the contracts to be divested at Birmingham, Newcastle and London Gatwick airports are multiple-station contracts.  These  contracts
      cover the provision of ground handling services at several airports, including airports where no concerns have been identified.  A  special
      arrangement is foreseen for these multi-station contracts: they will be split so that only the ground handling operations at  the  relevant
      airport are transferred to the purchaser. If the customer rejects such a split,  the  contracts  will  be  transferred  in  full  with  the
      purchaser sub-contracting the ground handling activities at the other airports back  to  Swissport.  If  the  customer  rejects  both   the
      contract split and sub-contracting, Swissport commits to divest one or more alternative contracts at  equivalent  commercial  terms  and  a
      remaining duration of at least 1 year.

 121) Swissport will ensure that, at the […] anniversary of the closing of the sale  of  the  Divestment  Business,  the  Purchaser  will  be  in
      possession of a Ground Handling business at that airport that is equivalent in size and commercial terms other than the  contract  duration
      (annualized, based on the 2013 figures in the Schedule) to the Divestment Business described  in  the  Schedule.  To  this  end,  Swissport
      commits to divest one or more alternative ground handling contracts until […] after the Closing of the sale of the Divestment Business at a
      particular airport, after the Effective Date, in the event that any of the ground handling customer contracts  that  Swissport  commits  to
      divest at a particular airport are terminated (or a customer has given formal notice of its intention to terminate  one  of  the  contracts
      before contract expiration and within 90 days of issuance of such notice) or not otherwise renewed by a customer. However,  Swissport  will
      not be required to replace any standalone de-icing contract with total annual revenues (per contract) of less than EUR […] (based  on  2013
      revenue data) at the affected airports.[173]

 122) In order to maintain the structural effect of the Commitments, Swissport shall, for a period of ten (10) years after  the  Effective  Date,
      not acquire direct or indirect influence over the whole or part of the Divestment Business, unless the Commission has previously found that
      the structure of the market has changed to such an extent that the  absence  of  influence  over  the  Divestment  Business  is  no  longer
      necessary.[174] The Commission notes that in the specific circumstances of this case, bidding for  contracts  (and  winning  the  bids)  or
      submitting unsolicited bids is not tantamount to acquiring direct or indirect influence over the whole or part of the  Divestment  Business
      (see also paragraphs 247-248 below).

 123) The Commitments also include clauses about the nomination of a trustee, and if necessary, of a divestiture trustee.

 124) Moreover, the commitments include measures regarding hold-separate obligations of Swissport, including the appointment of  a  hold-separate
      manager for Helsinki airport and one for the UK airports.

    2 Analysis of the final Commitments

1 Legal framework for the assessment of remedies

 125) As set out in the Commission Notice on remedies, the Commission assesses the compatibility of a notified concentration  with  the  internal
      market on the basis of its effect on the structure of competition in the European Union. Where a concentration raises serious doubts  which
      could lead to a significant impediment to effective competition, the parties may seek to modify the concentration  so  as  to  resolve  the
      serious doubts identified by the Commission with a view to having the merger cleared.

 126) According to the European Union Courts' case law, commitments must be likely  to  eliminate  competition  concerns  identified  and  ensure
      competitive market structures. In particular, contrary to those entered into during the phase II procedure, commitments offered in Phase  I
      are intended not to prevent a significant impediment on effective competition but rather to clearly  dispel  all  serious  doubts  in  that
      regard. The Commission enjoys a broad discretion in assessing whether these remedies constitute a direct and sufficient response capable of
      dispelling any such doubts.

 127) In assessing whether or not the remedies will restore effective competition, the Commission considers inter alia the type, scale and  scope
      of the remedies by reference to the structure and the particular characteristics of the market in which  these  serious  doubts  arise.  It
      should be highlighted, however, that commitments in Phase I can only be accepted when the competition problem is readily  identifiable  and
      can easily be remedied.

 128) The divested activities must consist of a viable business that, if operated by a suitable  purchaser,  can  compete  effectively  with  the
      Merged Entity on a lasting basis and that is divested as a going concern.[175]

 129) The business must include all the assets which contribute to its current operation or which are  necessary  to  ensure  its  viability  and
      competitiveness and  all  personnel  which  are  currently  employed  or  which  are  necessary  to  ensure  the  business'  viability  and
      competitiveness. Personnel and assets which are currently shared between the business to be divested and other businesses of  the  parties,
      but which contribute to the operation of the business or which are necessary to ensure its viability  and  competitiveness,  must  also  be
      included. Otherwise, the viability and competitiveness of the business to be divested would be endangered. Therefore, the divested business
      must contain the personnel providing essential functions for the business, at least in a sufficient proportion to meet the  on-going  needs
      of the divested business.[176]

 130) Furthermore, the intended effect of the divestiture will only be achieved if and once the business is transferred to a  suitable  purchaser
      with proven relevant expertise and ability to maintain and develop the divested business as a viable and active competitive undertaking.

      2 Suitability to solve competition concerns

 131) With the final Commitments, Swissport undertakes to divest to one  or  more  purchaser(s)  (i)  Servisair's  ground  handling  business  at
      Helsinki, Newcastle and London Gatwick and (ii) Swissport's ground handling business at Birmingham.

 132) Pursuant to the final Commitments, the Divestment Businesses will include all ground handling contracts (baggage, passenger, ramp,  airside
      cargo handling and de-icing services).

 133) While the revised Commitments still excluded some de-icing services, in the final Commitments these de-icing services will be  included  in
      the Divestment Businesses.

 134) As set out in paragraph (223), some of the contracts to be divested at  Birmingham,  Newcastle  and  London  Gatwick  are  multiple-station
      contracts, covering the provision of ground handling services  at  several  airports,  including  airports  where  no  concerns  have  been
      identified. Under the revised Commitments, these multi-station contracts would either be split so that only the ground handling  operations
      at the relevant airport are transferred to the purchaser or transferred in full with the  purchaser  sub-contracting  the  ground  handling
      activities at the other airports back to Swissport. The results of the market test (which  was  conducted  on  the  basis  of  the  revised
      Commitments) showed however that several  competitors  and  customers  considered  that  this  arrangement  could  lead  to  some  possible
      implementation problems. They had concerns about the workability of the arrangement and customers  felt  undermined  in  their  freedom  to
      choose a ground handling supplier.[177] In response to these specific concerns, Swissport introduced  in  the  final  Commitments  a  third
      option: if the customer rejects both the contract split and sub-contracting, Swissport commits to divest one or more alternative  contracts
      at equivalent commercial terms and a remaining duration of at least 1 year. This option seems appropriate  since  it  safeguards  both  the
      rights of customers in case they oppose to the contract split or to the sub-contracting option and of the purchaser who has  the  guarantee
      to acquire a certain volume of business. Any such contract replacement will take place under the supervision of the Monitoring Trustee.

 135) Moreover, Swissport provided evidence on the existence of a sufficient pool of alternative ground handling contracts that can be drawn upon
      and that can be transferred if necessary.[178]

 136) In view of the above, it is concluded that the remedies materially divest the increment brought  about  by  the  Transaction  at  the  four
      airports where the Commission has identified concerns, restoring a level playing field at each station.

      3 Viability and competitiveness

4 Scope of the Divestment Business

 137) The Divestment Business includes relevant ground handling contracts, ground handling assets, ground handling employees and ground  handling
      supply contracts (to the extent that the purchaser wishes to maintain them).

 138) In their responses to the market investigation, some competitors and customers  commented  about  the  splitting-up  of  contracts  and  in
      particular about the carve-out of de-icing services and lounge services. Some respondents also requested that it should be clarified  which
      rental and lease agreements would be transferred as part of the Divestment Business, and they insisted that all  key  employees  should  be
      transferred.

 139) In order to address these concerns, Swissport enlarged the scope of the Divestment Business in the final Commitments. Indeed, in the  final
      Commitments, de-icing services are no longer carved-out and will be transferred to the  purchaser  as  part  of  the  Divestment  Business.
      Similarly, lounge services that are part of larger ground handling contracts will be transferred  to  the  purchaser[179].  Swissport  also
      added the Station Manager at Helsinki to the list of key ground handling employees that would be transferred  as  part  of  the  Divestment
      Business. Finally, Swissport identified and listed in the schedule to the Commitments all  the  contracts  with  suppliers  that  currently
      supply inputs to the business, including equipment, real estate, electricity, water, fuel, oil, spare parts and other consumables.

 140) Licences to operate at the relevant airports do not seem to be transferable. Therefore, it seems that Servisair's and  Swissport's  current
      licence to operate at the relevant airports cannot be transferred as part of the Divestment Business. As a result,  the  purchaser  of  the
      Divestment Business will most likely need to obtain its own licence to operate at the relevant airports. Airport managers responding to the
      he market test nevertheless indicated that it would be possible for a suitable purchaser to obtain easily  and  within  a  reasonable  time
      frame the required licence.[180]

 141) In light of the above and in particular taking into account the improvements made in the  final  Commitments,  it  is  concluded  that  the
      Divestment Businesses will include all the assets which contribute to their current operation  or  which  are  necessary  to  ensure  their
      viability and competitiveness and all personnel which are currently employed or which are necessary to ensure the business'  viability  and
      competitiveness.

      5 Viability and competitiveness of the Divestment Business

 142) A majority of the respondents to the market test that expressed an opinion considers  that  the  Helsinki  and  London  Gatwick  Divestment
      Business are viable and will allow a suitable purchaser to effectively compete for the provision  of  ground  handling  services  at  these
      airports. Answers to the market test show mixed views with respect to the viability of the Birmingham and Newcastle Divestment  Businesses.
      [181]

 143) […].[182] […] a considerable number of competitors have expressed interest in acquiring one or more Divestment Businesses including  […]  –
      see also section VII.2.4 below), […].

 144) Besides, respondents to the market test indicated in particular that the viability can be affected by Swissport's right to bid for upcoming
      tenders for transferred contracts.[183] The revised Commitments stated that Swissport would not be prevented at any time from  bidding  for
      ground handling contracts, including for the contracts transferred as part of the Divestment Business,  nor  would  it  be  prevented  from
      submitting unsolicited ground handling offers to affected airlines.[184] The market test showed that while a majority of the customers that
      expressed an opinion was in favour of such arrangement, some competitors considered that it could affect the reality of the divestment  and
      affect the viability of the Divestment Business[185]. Clause 4 of the final Commitments foresees that in order to maintain  the  structural
      effect of the Commitments, Swissport shall, for a period of ten (10) years after  the  Effective  Date,  not  acquire  direct  or  indirect
      influence over the whole or part of the Divestment Business, unless the Commission has previously found that the structure  of  the  market
      has changed to such an extent that the absence of influence over the Divestment Business is no longer  necessary  to  render  the  proposed
      concentration compatible with the internal market. This standard clause is typically included in divestiture commitments.

 145) Due to the specific nature of the ground handling market which is a bidding market where several competitors  bid  for  one  and  the  same
      contract and where contracts can change owner also in the absence of the merger, the Commission shares Swissport's view  that  bidding  for
      contracts (and winning the bids) or even submitting unsolicited contract offers should not be considered as tantamount to acquiring  direct
      or indirect influence over the whole or part of the Divestment Business in the meaning of clause 4 of the final Commitments. Therefore,  in
      the specific circumstances of this case bidding for contracts or submitting unsolicited contract offers, including for contracts that  were
      transferred as part of the Divestment Businesses, would not be a breach of clause 4 of the final Commitments.

 146) Respondents also emphasized the need to ensure a minimum size of the Divestment Business for a sufficiently long period of time.[186]

 147) The revised Commitments contained a compensation arrangement pursuant to which Swissport would guarantee a minimum size of  the  Divestment
      Business up to […] after closing of the sale of the Divestment Business.

 148) In their responses to the market test, competitors generally considered that it is appropriate for Swissport to ensure that  the  scope  of
      the Divestment Business is not reduced for some time after closing.[187] Some competitors raised  concerns  about  the  complexity  of  the
      mechanism[188] or stressed the need to closely valuate the additional contracts that would be transferred[189]. In addition, concerns  were
      raised about a time period of […] being insufficient.[190]

 149) The results of the market test showed mixed views amid customers. For instance, while some considered it  to  be  a  fair  and  competitive
      solution[191], others stressed that a transfer of a ground handling contract  should  not  be  decided  upon  unilaterally  by  the  ground
      handler[192]. Other respondents indicated that the purchaser of the divestment business would be in a better position  than  Servisair  was
      prior to the acquisition of its business by Swissport[193]

 150) In response to these concerns, Swissport improved the compensation arrangement on several points. Under the final  Commitments,  until  […]
      after the Closing of the sale of the Divestment Business at a particular airport, after the Effective Date, in the event that  any  of  the
      customer contracts that Swissport commits to divest at a particular airport  are  terminated  or  not  otherwise  renewed  by  a  customer,
      Swissport commits to divest one or more Alternative Ground Handling Contracts to ensure that, at the […] anniversary of the closing of  the
      sale of the Divestment Business, the Purchaser will be in possession of a Ground Handling business at that airport that  is  equivalent  in
      size and commercial terms other than the contract duration (annualized, based on the 2013  figures  in  the  Schedule)  to  the  Divestment
      Business described in the Schedule.

 151) The duration of the compensation obligation was extended from […] (under the revised Commitments) to […] (in the final Commitments).

 152) The final Commitments also clarify that the relevant benchmark for contracts that need to be replaced are the 2013 figures in the Schedule.
      They also clarify that a formal notice by a customer to terminate a contract within 90 days  would  trigger  the  compensation  obligation,
      insofar the notice is given within […] form closing of the divestment.

 153) The final Commitments precise that Swissport will not be required to replace any standalone de-icing contract with  total  annual  revenues
      (per contract) of less than € […] (based on 2013 revenue data) at the affected airports. However, these contracts are of minor  importance,
      even taken together.

 154) The wording of the compensation arrangement in the final Commitments implies that, should the purchaser meanwhile have acquired  additional
      ground handling business at the airport (e.g. by winning a contract for an  airline),  this  contract  will  be  taken  into  account  when
      determining the need and extent for Swissport's obligation to compensate the purchaser for any lost contracts.

 155) It is finally noted that Swissport provided evidence on the existence of a sufficient pool of alternative ground  handling  contracts  that
      can be drawn upon and that can be transferred if necessary and that any contract  transfer  will  be  carried  out  under  supervision  and
      following the approval of the Monitoring Trustee.

 156) In view of the above it is concluded that the compensation mechanism in the final Commitments is sufficient to ensure that the scope of the
      Divestment Business is not reduced by early termination or absence of renewal of any contract to be divested, and this for a period of  […]
      after closing of the sale of the relevant Divestment Business. Such  arrangement  appears  to  be  adequate  to  ensure  viability  of  the
      Divestment Business, while the Purchaser gathers sufficient information and know-how to be  in  a  position  to  bid  effectively  for  new
      contracts, and win these contracts.

 157) Respondents also referred to the need for a short divestiture period[194]. It is thereby noted that the final Commitments provide a  strict
      time schedule for the divestiture. In particular, Swissport commits to find a purchaser (or purchasers) and to enter into a  final  binding
      sale and purchase agreement(s) for the sale of the Divestment Business by […] at the latest.  Otherwise  it  shall  grant  the  Divestiture
      Trustee an exclusive mandate to sell the Divestment Business (or the remaining portion of the Divestment Business not already  sold  to  an
      approved purchaser) by […] at the latest.
 158) Swissport has entered into discussion with some purchasers already before the present Decision.

 159) The Divestment Business thus seems to be viable and lasting to ensure effective competition at the four stations.

        6 Other issues

 160) The Commitments also include clauses about the nomination of a trustee, and if necessary, of a divestiture trustee.

 161) Moreover, the commitments include measures regarding hold-separate obligations of Swissport, including the appointment of  a  hold-separate
      manager for Helsinki airport and another one for the UK airports.

 162) In addition the commitments include, inter alia, appropriate measures regarding the  separation  of  the  divested  businesses  from  their
      retained businesses, the preservation of the viability, marketability  and  competitiveness  of  the  divested  businesses,  including  the
      appointment of a monitoring trustee and, if necessary, a divestiture trustee, and of a hold-separate  manager.  These  should  address  the
      concerns raised by some of the respondents regarding Swissport having access  to  commercially  sensitive  information  of  the  Divestment
      Business.

7 Attractiveness of the Divestment Businesses to find a suitable purchaser

 163) Swissport submits that [Information on potential purchasers of the divested businesses] and [Information on  potential  purchasers  of  the
      divested businesses] would be likely purchasers of the divested businesses. Contacts with […]  companies  allowed  the  Commission  to  get
      confirmation of their interest in acquiring the aforementioned divestment businesses.

 164)  [Information  on  potential  purchasers  of  the  divested  businesses][195].  [Information  on  potential  purchasers  of  the   divested
      businesses].[196] [Information on potential purchasers of the divested businesses].

 165)  [Information  on  potential  purchasers  of  the  divested  businesses].[197]  [Information  on  potential  purchasers  of  the   divested
      businesses].[198]

 166)  [Information  on  potential  purchasers  of  the  divested  businesses].[199]  [Information  on  potential  purchasers  of  the   divested
      businesses].[200]

 167) Moreover, the outcome of the market test showed that, in addition to [Information on potential  purchasers  of  the  divested  businesses],
      there are other competitors interested in acquiring all or some of the Divestment Business at each of the four airports.[201]

 168) The Divestment Businesses therefore seem sufficiently attractive to find (a) suitable  purchaser(s)  with  proven  relevant  expertise  and
      ability to maintain and develop the divested business as a viable and active competitive undertaking.

      3 Overall conclusion on the final Commitments

 169) In light of the above and of the other available evidence, it is concluded that the final  Commitments  submitted  to  the  Commission  are
      sufficient to eliminate all serious doubts identified in the competition analysis.

4 Conditions and obligations

 170) Under the first sentence of the second subparagraph of Article 6(2) of the Merger Regulation, the Commission may  attach  to  its  decision
      conditions and obligations intended to ensure that the undertakings concerned comply with the commitments they have entered into  vis-à-vis
      the Commission with a view to rendering the concentration compatible with the internal market.

 171) The achievement of the measure that gives rise to the structural change of the market is a condition, whereas the implementing steps  which
      are necessary to achieve this result are generally obligations on the Parties.  Where  a  condition  is  not  fulfilled,  the  Commission’s
      decision declaring the concentration compatible with the internal market no longer stands. Where the undertakings concerned commit a breach
      of an obligation, the Commission may revoke the clearance  decision  in  accordance  with  Article  8(6)  of  the  Merger  Regulation.  The
      undertakings concerned may also be subject to fines and periodic penalty payments under Articles 14(2) and 15(1) of the Merger Regulation.

 172) In accordance with the distinction described above, the decision in this case is conditioned on the full compliance with  the  requirements
      set out in sections A, B, C, and D of the final Commitments (conditions), whereas the other sections of the  final  Commitments  constitute
      obligations on Swissport.

 173) The detailed text of the final Commitments is annexed to the present decision. The full text of the final  Commitments  forms  an  integral
      part to this decision.

      CONCLUSION

 174) For the above reasons, the Commission has decided not to oppose the notified Transaction as  modified  by  the  final  Commitments  and  to
      declare it compatible with the internal market and with the EEA Agreement, subject to full compliance with the conditions  and  obligations
      laid down in the final Commitments annexed to the present decision.  This  decision  is  adopted  in  application  of  Article  6(1)(b)  in
      conjunction with Article 6(2) of the Merger Regulation.

For the Commission

(signed)
Joaquín ALMUNIA
Vice-President

                       Case M.7021 – Swissport/Servisair
                                                      COMMITMENTS TO THE EUROPEAN COMMISSION

Pursuant to Article 6(2) of Council Regulation (EC) No. 139/2004 (the “Merger Regulation”), Swissport France  Holding  SAS  (“Swissport”)  hereby
provides the following Commitments (the “Commitments”) in order to enable the European  Commission  (the  “Commission”)  to  declare  Swissport’s
acquisition of control of Servisair SAS (“Servisair”, together with Swissport, the “Parties”) compatible with  the  common  market  and  the  EEA
Agreement by a decision pursuant to Article 6(1)(b) of the Merger Regulation (the “Decision”).

The Commitments shall take effect upon the date of adoption of the Decision.

This text shall be interpreted in the light of the Decision to the extent that the Commitments are attached as  conditions  and  obligations,  in
the general framework of Community law, in particular in the light of the Merger Regulation,  and  by  reference  to  the  Commission  Notice  on
remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004.

Section A.  Definitions

For the purpose of the Commitments, the following terms shall have the following meaning:

Affected Airline:  an airline that is a counterparty to a Ground Handling contract that is part of the Divestment  Business  as  defined  in  the
Schedule or an airline that is a counterparty to an Alternative Ground Handling Contract at the same airport.

Affiliated Undertakings:  undertakings controlled by the Parties and/or by the ultimate parents of the Parties, whereby  the  notion  of  control
shall be interpreted pursuant to Article 3 Merger Regulation and in the light of the Commission Consolidated Jurisdictional Notice under  Council
Regulation (EC) No 139/2004.

Alternative Ground Handling Contract:  a Ground Handling contract as defined in paragraph 3 of these Commitments.

Closing:  the transfer of the legal title of the Divestment Business to the Purchaser.

Divestment Business:  the business or businesses as defined in Section B and the Schedule that Swissport commits to divest.

Divestiture Trustee:  one or more natural or legal person(s), independent from the Parties, who are approved by the Commission and  appointed  by
Swissport and who have received from Swissport the exclusive Trustee Mandate to sell the Divestment Business to a Purchaser at no minimum  price.

Effective Date:  the date of adoption of the Decision.

First Divestiture Period:  until […].

Ground Handling:  baggage, passenger, ramp, and airside cargo handling, as well as de-icing services.[202]

Hold Separate Managers:  the persons appointed by Swissport for the Divestment Business to manage the day-to-day business under  the  supervision
of the Monitoring Trustee.

Key Personnel:  all personnel necessary to maintain the viability and competitiveness of the Divestment Business, as listed in the Schedule.

Monitoring Trustee:  one or more natural or legal person(s), independent from the Parties, who are approved by the Commission  and  appointed  by
Swissport, and who have the duty to monitor Swissport’s compliance with the conditions and obligations attached to the Decision.

Personnel:  all personnel currently employed by the Divestment Business, including Key Personnel, staff  seconded  to  the  Divestment  Business,
shared personnel and the additional personnel listed in the Schedule.

Purchaser:  the entity(ies) approved by the Commission as acquirer(s) of the Divestment Business in accordance  with  the  criteria  set  out  in
Section D.

Trustee(s):  the Monitoring Trustee and the Divestiture Trustee.

Trustee Divestiture Period:  the period of […] from the end of the First Divestiture Period.

Section B.  The Divestment Business

Commitment to divest

1.    In order to restore effective competition, Swissport commits to divest, or procure the divestiture of the Divestment Business  by  the  end
of the Trustee Divestiture Period as a going concern to a purchaser and on terms of sale approved  by  the  Commission  in  accordance  with  the
procedure described at paragraph 15.  To carry out the divestiture, Swissport commits to find a purchaser (or purchasers) and  to  enter  into  a
final binding sale and purchase agreement(s) for the sale of the Divestment Business within the First Divestiture Period.  If Swissport  has  not
entered into such an agreement (or agreements) with respect to the full  Divestment  Business  at  the  end  of  the  First  Divestiture  Period,
Swissport shall grant the Divestiture Trustee an exclusive mandate to sell the Divestment Business (or the remaining portion  of  the  Divestment
Business not already sold to an approved Purchaser) in accordance with the procedure  described  in  paragraph  24  in  the  Trustee  Divestiture
Period.

2.    Swissport shall be deemed to have complied with this commitment if, by the end of the Trustee Divestiture  Period,  Swissport  has  entered
into a final binding sale and purchase agreement(s) with respect to the full Divestment Business, if the  Commission  approves  the  Purchaser(s)
and the terms in accordance with the procedure described in paragraph 15 and if the closing of the sale of the Divestment  Business  takes  place
within a period not exceeding three (3) months after the approval of the Purchaser and the terms of sale by the Commission.

Structure and definition of the Divestment Business

3.    The Divestment Business consists of newly created corporate entities (together the “Newcos”) to which Swissport  will  transfer,  or  cause
Servisair to transfer, the following ground handling activities prior to the divestiture of these newly created  corporate  entities  to  one  or
more Purchaser(s):

(a)   Helsinki.  At Helsinki, the divestiture will consist of  the  sale  of  Servisair’s  entire  Finnish  Ground  Handling  business.   All  of
Servisair’s Ground Handling assets (including its Ground Handling contracts) will be contributed to a new “Finland Handling Newco Ltd.”  company,
of which 100% of the shares will then be sold to a suitable buyer.  All Servisair  Ground  Handling  contracts,  all  Servisair  Ground  Handling
assets (including all Ground Handling equipment), all Servisair Ground Handling employees (including, in particular,  but  not  limited  to,  the
station manager, the resources and planning manager, the finance and administration manager, the accounting manager, the ramp  manager,  and  the
passenger services manager) and all Servisair Ground Handling supply contracts (to the extent the buyer wishes to maintain  them)  will  thus  be
contributed to Finland Handling Newco Ltd. (which will then be acquired by the divestiture buyer in full).[203]

(b)   Birmingham.  At Birmingham, the divestiture will consist of the sale of Swissport’s entire Ground Handling business.   All  of  Swissport’s
Ground Handling assets (including its Ground Handling contracts) will be contributed to a new “Birmingham Handling Newco Ltd.” company, of  which
100% of the shares will then be sold to a suitable buyer, except that multi-station contracts covering the provision of Ground Handling  services
at airports other than Birmingham will, under the supervision of the Monitoring Trustee, (i) be split such that only Birmingham  Ground  Handling
services will be contributed to Birmingham Handling Newco Ltd. or (ii) if the Affected Airline impacted  by  the  particular  contract  at  issue
rejects such a split, be contributed in full to Birmingham Handling Newco Ltd. subject to an agreement  with  the  approved  Purchaser  that  the
Purchaser will subcontract the non-Birmingham Ground Handling services back to Swissport at the same terms for the duration of the contract.   If
an Affected Airline rejects both of these multi-station revenue alternatives (i.e., a contract split and a sub-contracting  solution),  Swissport
commits to divest one or more alternative Servisair contracts equivalent in size  and  commercial  terms  (based  on  the  2013  figures  in  the
Schedule), and with a remaining duration of at least one (1) year at that airport (an “Alternative Ground Handling Contract”)  in  place  of  the
Affected Airline’s contract.  Subject to this caveat, all Swissport Ground  Handling  contracts,  all  Swissport  Ground  Handling  fixed  assets
(including all Ground Handling equipment), all Swissport Ground Handling employees (including, in particular, but not  limited  to,  the  station
manager, the airside operations manager, the airside shift managers, and the landside shift manager), and all Swissport  Ground  Handling  supply
contracts (to the extent the buyer wishes to maintain them) will thus be contributed to Birmingham  Handling  Newco  Ltd.  (which  will  then  be
acquired by the divestiture buyer in full).

(c)   Newcastle.  At Newcastle, the divestiture will consist of the sale of Servisair’s entire Ground  Handling  business.   All  of  Servisair’s
Ground Handling assets (including its Ground Handling contracts) will be contributed to a new “Newcastle Handling Newco Ltd.” company,  of  which
100% of the shares will then be sold to a suitable buyer, except that multi-station contracts covering the provision of Ground Handling  services
at airports other than Newcastle will, under the supervision of the Monitoring Trustee, (i) be split such that  only  Newcastle  Ground  Handling
services will be contributed to Newcastle Handling Newco Ltd. or (ii) if the Affected Airline  impacted  by  the  particular  contract  at  issue
rejects such a split, be contributed in full to Newcastle Handling Newco Ltd. subject to an  agreement  with  the  approved  Purchaser  that  the
Purchaser will subcontract these non-Newcastle Ground Handling services back to Swissport at the same terms for the  duration  of  the  contract.
If an Affected Airline rejects both of these multi-station revenue  alternatives  (i.e.,  a  contract  split  and  a  sub-contracting  solution),
Swissport commits to divest one or more Swissport Alternative Ground Handling Contracts in place of the Affected Airline’s contract.  Subject  to
this caveat, all Servisair Ground Handling contracts, all Servisair Ground Handling fixed assets (including all Ground Handling  equipment),  all
Servisair Ground Handling employees (including, in particular, but not limited to, the station manager, the ground handling  operations  manager,
the ramp supervisors, and the station trainer), and all Servisair Ground Handling supply contracts (to the extent the buyer  wishes  to  maintain
them) will thus be contributed to Newcastle Handling Newco Ltd. (which will then be acquired by the divestiture buyer in full) [204]

(d)   London Gatwick.  At Gatwick, the divestiture will consist of the sale of Servisair’s entire Ground Handling business.  All  of  Servisair’s
Ground Handling assets (including its Ground Handling contracts) will be contributed to a new “Gatwick Handling Newco  Ltd.”  company,  of  which
100% of the shares will then be sold to a suitable buyer, except that multi-station contracts covering the provision of Ground Handling  services
at airports other than Gatwick will, under the supervision of the Monitoring Trustee, (i)  be  split  such  that  only  Gatwick  Ground  Handling
services will be contributed to Gatwick Handling Newco Ltd., or (ii) if the Affected  Airline  impacted  by  the  particular  contract  at  issue
rejects such a split, be contributed in full to Gatwick Handling Newco Ltd. subject  to  an  agreement  with  the  approved  Purchaser  that  the
Purchaser will subcontract these non-Gatwick Ground Handling services back to Swissport at the same terms for the duration of the  contract.   If
an Affected Airline rejects both of these multi-station revenue alternatives (i.e. a contract split and a  sub-contracting  solution),  Swissport
commits to divest one or more alternate Swissport Alternative Ground Handling Contracts in place of the Affected Airline’s contract.  Subject  to
this caveat, all Servisair Ground Handling contracts, all Servisair Ground Handling fixed assets (including all Ground Handling  equipment),  all
Servisair Ground Handling employees (including, in particular, but not limited to, the  London  stations  manager,  the  passenger  manager,  the
airside operations manager, the head of operations and planning, and the service delivery managers), and all  Servisair  Ground  Handling  supply
contracts (to the extent the buyer wishes to maintain them) will thus be contributed to Gatwick Handling Newco Ltd. (which will then be  acquired
by the divestiture buyer in full).[205]

The scope of the Divestment Business at each airport as defined in the Schedule is subject to the following adjustment:

      (e)   Until […] after the Closing of the sale of the Divestment Business at a particular airport, after the Effective Date,  in  the  event
           that any of the Ground Handling customer contracts that Swissport commits to divest at a particular  airport  are  terminated  (or  a
           customer has given formal notice of its intention to terminate one of the contracts before contract expiration and within 90 days  of
           issuance of such notice), or these contracts are not otherwise renewed by a  customer,  Swissport  commits  to  divest  one  or  more
           Alternative Ground Handling Contracts to ensure that, at the […] of the closing of the sale of the Divestment Business, the Purchaser
           will be in possession of a Ground Handling business at that airport that is equivalent in size and commercial terms  other  than  the
           contract duration (annualized, based on the 2013 figures in the Schedule) to the  Divestment  Business  described  in  the  Schedule,
           except that Swissport will not be required to replace any stand-alone de-icing contract with total annual revenues (per contract)  of
           less than € […] (based on 2013 revenue data) at the affected airports.   Any  such  contract  transfer  will  be  carried  out  under
           supervision and following the approval of the Monitoring Trustee.

The present legal and functional structure of the Divestment Business as operated to date, and the proposed legal  and  functional  structure  of
the Divestment Business on the date of divestment, are described in the Schedule.  The Divestment Business includes, as applicable:

(f)   all tangible and intangible assets (including intellectual property rights), which contribute to the current operation or are necessary  to
ensure the viability and competitiveness of the Divestment Business;

(g)   all transferable licenses, permits, and authorizations  issued  by  any  governmental  organization  for  the  benefit  of  the  Divestment
Business;[206]

(h)   all contracts, leases, commitments and customer orders of  the  Divestment  Business;  all  customer,  credit  and  other  records  of  the
Divestment Business (items referred to under (f)-(h) collectively referred to as “Assets”); and

(i)   the Personnel.

4.    In order to maintain the structural effect of the Commitments, Swissport shall, for a period of ten (10) years after  the  Effective  Date,
not acquire direct or indirect influence over the whole or part of the Divestment Business, unless the Commission has previously found  that  the
structure of the market has changed to such an extent that the absence of influence over the  Divestment  Business  is  no  longer  necessary  to
render the proposed concentration compatible with the internal market.

Section C.  Related commitments

Preservation of viability, marketability and competitiveness

5.    From the Effective Date until Closing,  Swissport  shall  preserve  the  economic  viability,  marketability  and  competitiveness  of  the
Divestment Business, in accordance with good business practice, and shall minimize as far as possible any risk of loss of  competitive  potential
of the Divestment Business.  In particular, Swissport undertakes:

(a)   not to carry out any act upon its own authority that might have a significant adverse impact on the value,  management  or  competitiveness
of the Divestment Business or that might alter the nature and scope of activity, or the industrial  or  commercial  strategy  or  the  investment
policy of the Divestment Business;

(b)   to make available sufficient resources for the development of the Divestment Business, on  the  basis  and  continuation  of  the  existing
business plans;

(c)   to take all reasonable steps, including appropriate incentive schemes (based on industry practice),  to  encourage  all  Key  Personnel  to
remain with the Divestment Business.

Hold-separate obligations of Swissport

6.    Swissport commits, from the Effective Date until Closing, to keep the Divestment Business separate from the businesses it is retaining  and
to ensure that Key Personnel of the Divestment Business – including the Hold Separate Managers – have no involvement  in  any  business  retained
and vice versa.  Swissport shall also ensure that the Personnel does not report to any individual outside the Divestment Business.

7.    Until Closing, Swissport shall assist the Monitoring Trustee in ensuring that the Newcos are managed  as  distinct  and  saleable  entities
separate from the businesses retained by Swissport.  Swissport shall appoint one Hold Separate Manager for each of Finland (in  relation  to  the
business divested at Helsinki) and the UK (in relation to the businesses divested at Birmingham, Newcastle, and London Gatwick) and who shall  be
responsible for the management of the Divestment Business, under the supervision of the Monitoring Trustee.  The  Hold  Separate  Managers  shall
manage the Newcos independently and in the best interest of the business with a view to ensuring its continued economic viability,  marketability
and competitiveness and its independence from the businesses retained by Swissport.

8.    To ensure that the Newcos are held and managed as separate entities  the  Monitoring  Trustee  shall  exercise  Swissport’s  rights  as  an
indirect shareholder in any of the Newcos (except for Swissport’s rights for dividends that are due before Closing), with the aim  of  acting  in
the best interest of the business, determined on a stand-alone basis, as an independent  financial  investor,  and  with  a  view  to  fulfilling
Swissport’s obligations under the Commitments.  Furthermore, the Monitoring Trustee shall have the power to replace  members  of  the  management
board, supervisory board or non-executive directors of the board of directors at any of the Newcos.  Upon  request  of  the  Monitoring  Trustee,
Swissport shall cause all or any members of any of the Newcos to resign.

Ring-fencing

9.    Swissport shall implement all necessary measures to ensure that it does not after the Effective Date obtain  any  business  secrets,  know-
how, commercial information, or any other information of  a  confidential  or  proprietary  nature  relating  to  the  Divestment  Business.   In
particular, the participation of the Divestment Business in a central information technology network shall be severed  to  the  extent  possible,
without compromising the viability of the Divestment Business.  Swissport may obtain information relating to the  Divestment  Business  which  is
reasonably necessary for the divestiture of the Divestment Business or whose disclosure to Swissport is required by law.

Non-solicitation clause

10.   Swissport undertakes, subject to customary limitations, not to solicit, and to procure that Affiliated Undertakings  do  not  solicit,  the
Key Personnel transferred with the Divestment Business for a period of three (3) years after Closing.

Due diligence

11.   In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment Business,  Swissport  shall,  subject  to
customary confidentiality assurances and dependent on the stage of the divestiture process:

(a)   provide to potential purchasers sufficient information as regards the Divestment Business;

(b)   provide to potential purchasers sufficient information relating to the Personnel and allow them reasonable access to the Personnel.

Reporting

12.   Swissport shall submit written reports  (in  English)  on  potential  purchasers  of  the  Divestment  Business  and  developments  in  the
negotiations with such potential purchasers to the Commission and the Monitoring Trustee no later than 10 business days after the  end  of  every
month following the Effective Date (or otherwise at the Commission’s request).

13.   The Parties shall inform the Commission and the Monitoring Trustee on the preparation of the data room documentation and the due  diligence
procedure and shall submit a copy of any information memorandum to the Commission and the Monitoring Trustee before sending any  such  memorandum
out to potential purchasers.

Section D.  The Purchaser(s)

14.   In order to ensure the immediate restoration of effective competition, the Purchaser(s), in order to be approved by the Commission, must:

(a)   be independent of and unconnected to the Parties;

(b)   have the financial resources, proven expertise and incentive to maintain and develop  the  Divestment  Business  as  a  viable  and  active
competitive force in competition with the Parties and other competitors;

(c)   neither be likely to create, in the light of the information available to the Commission, prima facie competition concerns  nor  give  rise
to a risk that the implementation of the Commitments will be delayed, and must, in particular, reasonably be expected  to  obtain  all  necessary
approvals from the relevant regulatory authorities for the acquisition  of  the  Divestment  Business  (the  before-mentioned  criteria  for  the
Purchaser hereafter the “Purchaser Requirements”).

15.   The final binding sale and purchase agreement shall be conditional on the Commission’s approval.  When Swissport has reached  an  agreement
with one or more Purchaser(s), it shall submit a fully documented and reasoned proposal, including a copy  of  the  final  agreement(s),  to  the
Commission and the Monitoring Trustee.  Swissport must be able to demonstrate to the Commission  that  the  Purchaser(s)  meet(s)  the  Purchaser
Requirements and that the Divestment Business is being sold in a manner consistent with the Commitments.  For the approval, the Commission  shall
verify that the Purchaser(s) fulfill(s) the Purchaser Requirements and that the Divestment Business is being sold in  a  manner  consistent  with
the Commitments.  The Commission may approve the sale of the Divestment Business without one or more Assets or parts of the  Personnel,  if  this
does not affect the viability and competitiveness of the Divestment Business after the sale, taking account of the proposed Purchaser(s).

Section E.  Trustee

I.    Appointment Procedure

16.   Swissport shall appoint a Monitoring Trustee to carry out the functions  specified  in  the  Commitments  for  a  Monitoring  Trustee.   If
Swissport has not entered into a binding sales and purchase agreement(s) one month before the end of the First Divestiture Period  for  the  full
Divestment Business or if the Commission has rejected a Purchaser(s) proposed by Swissport at that time or thereafter, Swissport shall appoint  a
Divestiture Trustee to carry out the functions specified in the Commitments for a  Divestiture  Trustee.   The  appointment  of  the  Divestiture
Trustee shall take effect upon the commencement of the Extended Divestment Period.

17.   The Trustee shall be independent of the Parties, possess the necessary qualifications to carry out its mandate, for example an  independent
expert with specific expertise in the airline and/or ground handling industries, and shall neither have nor  become  exposed  to  a  conflict  of
interest.  The Trustee shall be remunerated by the Parties in a way that does not  impede  the  independent  and  effective  fulfillment  of  its
mandate. In particular, where the remuneration package of a Divestiture Trustee includes a success premium linked to the final sale value of  the
Divestment Business, the fee shall also be linked to a divestiture within the Trustee Divestiture Period.

      Proposal by Swissport

18.   No later than one week after the Effective Date, Swissport shall submit a list of one or more persons whom Swissport  proposes  to  appoint
as the Monitoring Trustee to the Commission for approval.  No later than one month before the end of  the  First  Divestiture  Period,  Swissport
shall submit a list of one or more persons whom Swissport proposes to appoint  as  Divestiture  Trustee  to  the  Commission  for  approval.  The
proposal shall contain sufficient information for the Commission to verify that  the  proposed  Trustee  fulfils  the  requirements  set  out  in
paragraph 17 and shall include:

(a)   the full terms of the proposed mandate, which shall include all provisions necessary to enable the Trustee  to  fulfill  its  duties  under
these Commitments;

(b)   the outline of a work plan which describes how the Trustee intends to carry out its assigned tasks;

(c)   an indication whether the proposed Trustee is to act as both Monitoring Trustee and Divestiture Trustee or whether different  trustees  are
proposed for the two functions.

      Approval or rejection by the Commission

19.   The Commission shall have the discretion to approve or reject the proposed Trustee(s) and to approve the proposed mandate  subject  to  any
modifications it deems necessary for the Trustee to fulfill its obligations.  If only one name is approved, Swissport shall appoint or  cause  to
be appointed, the individual or institution concerned as Trustee, in accordance with the mandate approved by the Commission.  If  more  than  one
name is approved, Swissport shall be free to choose the Trustee to be appointed from among the names approved.  The Trustee  shall  be  appointed
within one week of the Commission’s approval, in accordance with the mandate approved by the Commission.

      New proposal by Swissport

20.   If all the proposed Trustees are rejected, Swissport shall submit the names of at least two more individuals  or  institutions  within  one
week of being informed of the rejection, in accordance with the requirements and the procedure set out in paragraphs 16 and 19.

      Trustee nominated by the Commission

21.   If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee, whom Swissport shall appoint,  or
cause to be appointed, in accordance with a trustee mandate approved by the Commission.

II.   Functions of the Trustee

22.   The Trustee shall assume its specified duties in order to ensure  compliance  with  the  Commitments.   The  Commission  may,  on  its  own
initiative or at the request of the Trustee or Swissport, give any orders or instructions to the Trustee in order to ensure compliance  with  the
conditions and obligations attached to the Decision.

      Duties and obligations of the Monitoring Trustee

23.   The Monitoring Trustee shall:

      (a)   propose in its first report to the Commission a detailed work  plan  describing  how  it  intends  to  monitor  compliance  with  the
           obligations and conditions attached to the Decision.

      (b)   oversee the on-going management of the Divestment Business that has not already been divested to an approved Purchaser with a view to
           ensuring its continued economic viability, marketability and competitiveness and monitor compliance by Swissport with the  conditions
           and obligations attached to the Decision.  To that end the Monitoring Trustee shall:

                 (i)   monitor the preservation of the economic viability, marketability and competitiveness of the Divestment Business that  has
                 not already been divested to an approved Purchaser, and the keeping separate of  such  Divestment  Business  from  the  business
                 retained by Swissport, in accordance with paragraphs 5 and 6 of the Commitments;

                 (ii)  supervise the management of the Divestment Business that has not already been divested  to  an  approved  Purchaser  as  a
                 distinct and saleable entity, in accordance with paragraph 7 of the Commitments;

                 (iii) (1) in consultation with Swissport, determine all necessary measures to ensure that Swissport does not after the effective
                 date obtain any business secrets, know-how, commercial information, or any other information of a  confidential  or  proprietary
                 nature relating to the Divestment Business, in particular strive for the severing of the Divestment Business’ participation in a
                 central information technology network to the extent possible, without compromising the viability of  the  Divestment  Business,
                 and (2) decide whether such information may be disclosed to Swissport  as  the  disclosure  is  reasonably  necessary  to  allow
                 Swissport to carry out the divestiture or as the disclosure is required by law;

                 (iv)  monitor the splitting of assets and the allocation of Personnel between the Divestment Business that has not already  been
                 divested to an approved Purchaser and Swissport or Affiliated Undertakings; and

                 (v)   monitor and approve any contract transfers pursuant to paragraph 3 and all its subparts.

      (c)   assume the other functions assigned to the Monitoring Trustee under the conditions and obligations attached to the Decision;

      (d)   propose to Swissport such measures as the Monitoring Trustee considers necessary to ensure Swissport’s compliance with the conditions
           and obligations attached to  the  Decision,  in  particular  the  maintenance  of  the  full  economic  viability,  marketability  or
           competitiveness of the Divestment Business that has not already been divested to an approved Purchaser, the holding separate of  such
           Divestment Business and the non-disclosure of competitively sensitive information;

      (e)   review and assess potential purchasers as well as the progress of the divestiture process and verify that, dependent on the stage  of
           the divestiture process, (1) potential purchasers receive  sufficient  information  relating  to  the  Divestment  Business  and  the
           Personnel in particular by reviewing, if available, the data room documentation, the information memorandum  and  the  due  diligence
           process, and (2) potential purchasers are granted reasonable access to the Personnel;

      (f)   provide to the Commission, sending Swissport a non-confidential copy at the same time, a written report within 15 business days after
           the end of every month.  The report shall cover the operation and management of the Divestment Business that  has  not  already  been
           divested to an approved Purchaser so that the Commission can assess whether the business is held in  a  manner  consistent  with  the
           Commitments and the progress of the divestiture process as  well  as  potential  purchasers.   In  addition  to  these  reports,  the
           Monitoring Trustee shall promptly report in writing to the Commission, sending Swissport a non-confidential copy at the same time, if
           it concludes on reasonable grounds that Swissport is failing to comply with these Commitments; and

      (g)   within one week after receipt of the documented proposal referred to in paragraph 15, submit to the Commission a reasoned opinion  as
           to the suitability and independence of the proposed purchaser and the viability of the Divestment Business after the Sale and  as  to
           whether the Divestment Business is sold in a manner consistent with the conditions and  obligations  attached  to  the  Decision,  in
           particular, if relevant, whether the Sale of the Divestment Business without one or more Assets or not all of the  Personnel  affects
           the viability of the Divestment Business after the sale, taking account of the proposed purchaser.

      Duties and obligations of the Divestiture Trustee

24.   Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum price the Divestment Business that has not  already
been divested to an approved Purchaser to a purchaser, provided that the Commission has approved both the purchaser and the  final  binding  sale
and purchase agreement in accordance with the procedure laid down in paragraph 15.  The  Divestiture  Trustee  shall  include  in  the  sale  and
purchase agreement such terms and conditions as it  considers  appropriate  for  an  expedient  sale  in  the  Trustee  Divestiture  Period.   In
particular, the Divestiture Trustee may include in the sale and purchase agreement such customary representations and warranties and  indemnities
as are reasonably required to effect the sale.  The Divestiture Trustee shall protect the legitimate financial interests  of  Swissport,  subject
to Swissport’s unconditional obligation to divest at no minimum price in the Trustee Divestiture Period.

25.   In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture Trustee shall provide the Commission  with  a
comprehensive monthly report (in English) on the progress of the divestiture process.  Such reports shall be submitted within  15  business  days
after the end of every month with a simultaneous copy to the Monitoring Trustee and a non-confidential copy to Swissport.

III.  Duties and obligations of the Parties

26.   Swissport shall provide and shall cause its advisors to provide the Trustee with all such cooperation, assistance and  information  as  the
Trustee may reasonably require to perform its tasks.  The Trustee shall have full and complete access to any  of  Swissport’s,  Servisair’s,  and
the Divestment Business’ books, records, documents, management or other personnel, facilities, sites  and  technical  information  necessary  for
fulfilling its duties under the Commitments and Swissport and the Divestment Business shall provide the Trustee upon request with copies  of  any
document.  Swissport and the Divestment Business shall make available to the Trustee  one  or  more  offices  on  their  premises  and  shall  be
available for meetings in order to provide the Trustee with all information necessary for the performance of its tasks.

27.   Swissport shall provide the Monitoring Trustee with all managerial and administrative support that it may reasonably request on  behalf  of
the management of the Divestment Business.  This shall include all administrative support functions relating to  the  Divestment  Business  which
are currently carried out at headquarters level.  Swissport shall provide and shall cause its advisors to  provide  the  Monitoring  Trustee,  on
request, with the information submitted to potential purchasers, in particular give the Monitoring Trustee access to the data room  documentation
and all other information granted to potential purchasers in the due diligence procedure.  Swissport  shall  inform  the  Monitoring  Trustee  on
possible purchasers, submit a list of potential purchasers, and keep the Monitoring Trustee informed  of  all  developments  in  the  divestiture
process.

28.   Swissport shall grant or procure Affiliated Undertakings to grant comprehensive powers of  attorney,  duly  executed,  to  the  Divestiture
Trustee to effect the sale, the Closing and all actions and declarations which the Divestiture Trustee  considers  necessary  or  appropriate  to
achieve the sale and the Closing, including the appointment of advisors to assist with  the  sale  process.   Upon  request  of  the  Divestiture
Trustee, Swissport shall cause the documents required for effecting the sale and the Closing to be duly executed.

29.   Swissport shall indemnify the Trustee and its employees and agents (each an “Indemnified Party”) and hold each Indemnified  Party  harmless
against, and hereby agrees that an Indemnified Party shall have no liability to Swissport for any liabilities arising out of the  performance  of
the Trustee’s duties under the Commitments, except to the extent that such liabilities  result  from  the  wilful  default,  recklessness,  gross
negligence, or bad faith of the Trustee, its employees, agents, or advisors.

30.   At the expense of Swissport, the Trustee may  appoint  advisors  (in  particular  for  corporate  finance  or  legal  advice),  subject  to
Swissport’s approval (this approval not to be unreasonably withheld or delayed), if the  Trustee  considers  the  appointment  of  such  advisors
necessary or appropriate for the performance of its duties and obligations under the Mandate, provided that any fees and other expenses  incurred
by the Trustee are reasonable.  Should Swissport refuse to approve  the  advisors  proposed  by  the  Trustee  the  Commission  may  approve  the
appointment of such advisors instead, after having heard Swissport.  Only the Trustee shall be entitled to issue instructions  to  the  advisors.
Paragraph 29 shall apply mutatis mutandis.  In the Trustee Divestiture Period, the Divestiture Trustee may  use  advisors  who  served  Swissport
during the Divestiture Period, if the Divestiture Trustee considers this in the best interest of an expedient sale.

IV.   Replacement, discharge and reappointment of the Trustee

31.   If the Trustee ceases to perform its functions under the Commitments or for any other good cause, including the exposure of the Trustee  to
a conflict of interest:

(a)   the Commission may, after hearing the Trustee, require Swissport to replace the Trustee; or

(b)   Swissport, with the prior approval of the Commission, may replace the Trustee.

32.   If the Trustee is removed according to paragraph 31, the Trustee may be required to continue in its function until  a  new  Trustee  is  in
place to whom the Trustee has effected a full hand over of all relevant information.  The new Trustee shall be appointed in accordance  with  the
procedure referred to in paragraphs 16-21.

33.   Beside the removal according to paragraph 31, the Trustee shall cease to act as Trustee only after the Commission has  discharged  it  from
its duties after all the Commitments with which the Trustee has been entrusted have been implemented.  However, the Commission may  at  any  time
require the reappointment of the Monitoring Trustee, if it subsequently appears that  the  relevant  remedies  might  not  have  been  fully  and
properly implemented.

Section F.  Review Clause

34.   The Commission may, where appropriate, in response to a request from Swissport showing good cause and accompanied  by  a  report  from  the
Monitoring Trustee:

(a)   Grant an extension of the time periods foreseen in the Commitments, or

(b)   Waive, modify or substitute, in exceptional circumstances, one or more of the undertakings in these Commitments.

      Where Swissport seeks an extension of a time period, it shall submit a request to the Commission no later than one month before the  expiry
      of that period, showing good cause.  Only in exceptional circumstances shall Swissport be entitled to request an extension within the  last
      month of any period.

   Duly authorized for and on behalf of Swissport France Holding SAS

   Paris, 12 December 2013

   _________________________________________

                                                                                                                                         SCHEDULE

                                                        Case M.7021 – Swissport/Servisair
                                                                     Schedule

   1. The Divestment Business as operated to date has the following legal and functional structure at  the  airports  that  are  covered  by  the
      Commitments:

(a)   Helsinki airport (HEL).  The Divestment Business at Helsinki is currently 100% owned and operated by Servisair Finland Oy.   Prior  to  the
divestiture, the Divestment Business at Helsinki will be transferred to Finland Handling Newco Ltd.

(b)   Birmingham airport (BHX).  The Divestment Business at Birmingham is currently 100% owned and operated  by  Swissport  Ltd.   Prior  to  the
divestiture, the business will be transferred to Birmingham Handling Newco Ltd.

(c)   Newcastle airport (NCL).  The Divestment Business at Newcastle is currently 100% owned and operated by Servisair  UK  Ltd.   Prior  to  the
divestiture, the business will be transferred to Newcastle Handling Newco Ltd.

(d)   London Gatwick airport (LGW).  The Divestment Business at London Gatwick is currently 100% owned and operated by Servisair UK  Ltd.   Prior
to the divestiture, the business will be transferred to Gatwick Handling Newco Ltd.

Helsinki

   2. The Divestment Business at Helsinki airport comprises Servisair’s entire Ground Handling business, including:

      (a)   the main tangible assets identified at Annex A to these Commitments;

      (b)   the following customer contracts and all associated records such as contract copies, earnings records, correspondence, etc.:[207]

|Servisair Helsinki (HEL) Airport Ground Handling Contracts[208]                                                                                            |
|Customer        |Operation Start |End Date        |Ground Handling |De-Icing        |Lounge Revenues |Turnarounds (FY |Turnarounds     |Turnarounds     |
|                |Date            |                |Revenues (€) (FY|Revenues Part of|Part of Ground  |2013)           |(% of total     |(% of airport)  |
|                |                |                |2013)[209]      |Ground Handling |Handling        |                |divested)       |                |
|                |                |                |                |Contract  (€)   |Contract  (€)   |                |                |                |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|Total           |n/a             |n/a             |[10,000,000-15,0|[…]             |[…]             |[…]             |[…]             |[…]             |
|                |                |                |00,000]         |                |                |                |                |                |

|Servisair Helsinki (HEL) Airport De-icing Contracts                                                      |
|Customer        |Operation Start |End Date        |Total Contract  |Turnarounds (FY |Turnarounds       |
|                |Date            |                |Revenues (€) (FY|2013)           |(% of total       |
|                |                |                |2013)           |                |divested)         |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]               |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]               |
|Total           |n/a             |n/a             | [0-1,000,000]  |[…]             |[…]               |

      (c)   all transferable licenses, permits and authorizations (if any) issued by  any  governmental  organization  for  the  benefit  of  the
           Divestment Business;[210]

      (d)   the following contracts with suppliers that currently supply inputs to the business, including equipment, real  estate,  electricity,
           water, fuel, oil, spare parts, and other consumables:

|Servisair Helsinki (HEL) Real Estate Leases                                                                                               |
|Lessor                           |Asset                                                                     |Gross Annualised Payable     |
|                                 |                                                                          |Amount (€)                   |
|                                 |                                                                          |(FY 2013)                    |
|[…]                              |[…]                                                                       |[…]                          |
|[…]                              |[…]                                                                       |[…]                          |
|[…]                              |[…]                                                                       |[…]                          |
|[…]                              |[…]                                                                       |[…]                          |
|[…]                              |[…]                                                                       |[…]                          |
|[…]                              |[…]                                                                       |[…]                          |
|[…]                              |[…]                                                                       |[…]                          |
|[…]                              |[…]                                                                       |[…]                          |
|[…]                              |[…]                                                                       |[…]                          |
|[…]                              |[…]                                                                       |[…]                          |
|[…]                              |[…]                                                                       |[…]                          |

|Servisair Helsinki (HEL) Equipment Leases                                                                                                 |
|Lessor                            |Asset                                                                    |Gross Annualised Payable     |
|                                  |                                                                         |Amount (€)                   |
|                                  |                                                                         |(FY 2013)                    |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |
|[…]                               |[…]                                                                      |[…]                          |

|Servisair Helsinki (HEL) Supply Contracts                                                                                                 |
|Supplier                              |Nature of Supplied Goods or Services                                  |Gross Annualised Payable     |
|                                      |                                                                      |Amount (€)                   |
|                                      |                                                                      |(FY 2013)                    |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |
|[…]                                   |[…]                                                                   |[…]                          |

      (e)   the following Personnel: all ground handling staff currently employed by, or working for, the Divestment Business at Helsinki;

      (f)   the following Key Personnel:  the station manager, the resources and planning manager, the finance and  administration  manager,  the
           accounting manager, the ramp manager, and the passenger services manager.

      (g)   the arrangements for the supply with the following products or services by Swissport or Affiliated Undertakings  for  a  transitional
           period of up to […] from Closing:  IT services.

Birmingham

   3. The Divestment Business at Birmingham airport comprises Swissport’s entire Ground Handling business, including:

      (a)   the main tangible assets identified at Annex B to these Commitments;

      (b)   the following customer contracts and all associated records such as contract copies, earnings records, correspondence, etc.:[211]

|Swissport Birmingham (BHX) Airport Ground Handling Contracts[212]                                                                                          |
|Customer                                                                                                                                  |
|Lessor                                   |Asset                                                              |Gross Annualised Payable    |
|                                         |                                                                   |Amount (€)                  |
|                                         |                                                                   |(2013)                      |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |

|Swissport Birmingham (BHX) Supply Contracts                                                                                               |
|Supplier                                 |Nature of Supplied Goods or Services                               |Gross Annualised Payable    |
|                                         |                                                                   |Amount (€)                  |
|                                         |                                                                   |(2013)                      |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |
|[…]                                      |[…]                                                                |[…]                         |

      (e)   the following Personnel: all ground handling staff currently employed by, or working for, the Divestment Business at Birmingham;

      (f)   the following Key Personnel:  the station manager, the airside operations manager, the airside shift managers, and the landside shift
           manager.

      (g)   the arrangements for the supply with the following products or services by Swissport or Affiliated Undertakings  for  a  transitional
           period of up to […] from Closing:  IT services.

Newcastle

   4. The Divestment Business at Newcastle airport comprises Servisair’s entire Ground Handling business, including:

      (a)   the main tangible assets identified at Annex C to these Commitments;

      (b)   the following customer contracts and all associated records such as contract copies, earnings records, correspondence, etc.:[216]

|Servisair Newcastle (NCL) Airport Ground Handling Contracts[217][218]                                                                                      |
|Customer        |Operation Start |End Date        |Ground Handling |De-Icing        |Lounge Revenues |Turnarounds (FY |Turnarounds     |Turnarounds     |
|                |Date            |                |Revenues (€) (FY|Revenues Part of|Part of Ground  |2013)           |(% of total     |(% of airport)  |
|                |                |                |2013)[219]      |Ground Handling |Handling        |                |divested)       |                |
|                |                |                |                |Contract  (€)   |Contract  (€)   |                |                |                |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|Total           |n/a             |n/a             |[2,500,000-5,000|[…]             |[…]             |[…]             |[…]             |[…]             |
|                |                |                |,000]           |                |                |                |                |                |

|Servisair Newcastle (NCL) Airport De-icing Contracts                                                     |
|Customer        |Operation Start |End Date        |Total Contract  |Turnarounds (FY |Turnarounds       |
|                |Date            |                |Revenues (€) (FY|2013)           |(% of total       |
|                |                |                |2013)           |                |divested)         |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]               |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]               |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]               |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]               |
|Total           |n/a             |n/a             |[0-1,000,000]   |[…]             |[…]               |

      (c)   all transferable licenses, permits and authorizations issued by any governmental organization  for  the  benefit  of  the  Divestment
           Business, including the ground handling licence granted by Newcastle airport (valid from November 8, 2012);[220]

      (d)   the following contracts with suppliers that currently supply inputs to the business, including equipment, real  estate,  electricity,
           water, fuel, oil, spare parts, and other consumables:

|Servisair Newcastle (NCL) Supply Contracts                                                                                                |
|Supplier                                      |Nature of Supplied Goods or Services                        |Gross Annualised Payable      |
|                                              |                                                            |Amount (€)                    |
|                                              |                                                            |(FY 2013)                     |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |
|[…]                                           |[…]                                                         |[…]                           |

      (e)   the following Personnel: all ground handling staff currently employed by, or working for, the Divestment Business at Newcastle;

      (f)   the following Key Personnel:  the station manager, the ground handling operations manager, the  ramp  supervisors,  and  the  station
           trainer.

      (g)   the arrangements for the supply with the following products or services by Swissport or Affiliated Undertakings  for  a  transitional
           period of up to […] from Closing:  IT services.

London Gatwick

   5. The Divestment Business at Gatwick airport comprises Servisair’s entire Ground Handling business, including:

      (a)   the main tangible assets identified at Annex D to these Commitments;

      (b)   the following customer contracts and all associated records such as contract copies, earnings records, correspondence, etc.:[221]

|Servisair London Gatwick (LGW) Airport Ground Handling Contracts[222][223]                                                                                 |
|Airline         |Operation Start |End Date        |Ground Handling |De-Icing        |Lounge Revenues |Turnarounds (FY |Turnarounds     |Turnarounds     |
|                |Date            |                |Revenues (€) (FY|Revenues Part of|Part of Ground  |2013)           |(% of total     |(% of airport)  |
|                |                |                |2013)[224]      |Ground Handling |Handling        |                |divested)       |                |
|                |                |                |                |Contract  (€)   |Contract  (€)   |                |                |                |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |[…]             |
|Total           |n/a             |n/a             |[12,500,000-15,0|[…]             |[…]             |[…]             |[…]             |[…]             |
|                |                |                |00,000]         |                |                |                |                |                |

|Servisair London Gatwick (LGW) Airport De-icing Contracts                                                |
|Customer        |Operation Start |End Date        |Total Contract  |Turnarounds (FY |Turnarounds       |
|                |Date            |                |Revenues (€) (FY|2013)           |(% of total       |
|                |                |                |2013)           |                |divested)         |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]               |
|[…]             |[…]             |[…]             |[…]             |[…]             |[…]               |
|Total           |n/a             |n/a             |[0-1,000,000]   |[…]             |[…]               |

      (c)   all transferable licenses, permits and authorizations issued by any governmental organization  for  the  benefit  of  the  Divestment
           Business, including the ground handling licence granted by Gatwick airport (valid from April 1, 2011);[225]

      (d)   the following contracts with suppliers that currently supply inputs to the business, including equipment, real  estate,  electricity,
           water, fuel, oil, spare parts, and other consumables:

|Servisair London Gatwick (LGW) Supply Contracts                                                                                           |
|Supplier                                          |Nature of Supplied Goods or Services                       |Gross Annualised Payable   |
|                                                  |                                                           |Amount (€)                 |
|                                                  |                                                           |(FY 2013)                  |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
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|[…]                                               |[…]                                                        |[…]                        |
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|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
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|[…]                                               |[…]                                                        |[…]                        |
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|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
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|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
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|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
|[…]                                               |[…]                                                        |[…]                        |
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|[…]                                               |[…]                                                        |[…]                        |
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      (e)   the following Personnel: all ground handling staff currently employed by, or working for, the Divestment Business at Gatwick;

      (f)   the following Key Personnel:  the London stations manager, the passenger  manager,  the  airside  operations  manager,  the  head  of
           operations and planning, and the service delivery managers.

      (g)   the arrangements for the supply with the following products or services by Swissport or Affiliated Undertakings  for  a  transitional
           period of up to […] from Closing:  IT services.

                                                                                                                                          Annex A

                                           Helsinki Servisair Assets (Leased and Owned) to be Divested

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                                                                                                                                          Annex B

                                          Birmingham Swissport Assets (Leased and Owned) to be Divested

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                                                                                                                                          Annex C

                                           Newcastle Servisair Assets (Leased and Owned) to be Divested

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                                                                                                                                          Annex D

                                            Gatwick Servisair Assets (Leased and Owned) to be Divested

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-----------------------
[1]   OJ L 24, 29.1.2004, p. 1 ('the Merger Regulation'). With effect from 1 December 2009, the Treaty on the Functioning of the  European  Union
('TFEU') has introduced certain changes, such as the replacement of 'Community'  by  'Union'  and  'common  market'  by  'internal  market'.  The
terminology of the TFEU will be used throughout this decision.
[2]   Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the  Commission  Consolidated  Jurisdictional  Notice  (OJ
C95, 16.04.2008, p1).
[3]   The Parties are also active in (i) aviation security services, (ii) catering, (iii) fuelling, (iv)  lounges,  (v)  maintenance  and  repair
services, and (vi) ground handling services for executive aviation. However, given that these services can be split  out  from  ground  or  cargo
handling as making up separate relevant product markets and there is no substantial overlap between the Parties in these services, this  Decision
will not discuss these services in the following.
[4]   Council Directive 96/67/EC of October 15, 1996 on access to the ground handling market at Community airports, OJ 1996 L 272/36, as  amended
by Regulation 1882/2003 of the European Parliament and the Council of September 29, 2003, OJ 2003  L  284/1  (the  "Ground  Handling  Directive")
provides a broader definition of ground handling services. According to the Ground Handling Directive, the following services  constitute  ground
handling services: ground administration and supervision; passenger handling;  baggage  handling;  freight  and  mail  handling;  ramp  handling;
aircraft services; fuel and oil handling; aircraft maintenance; flight operations  and  crew  administration;  surface  transport;  and  catering
services. However, for the purposes of the present Decision, the term "ground handling services" will refer  to  ramp,  passenger,  baggage,  and
airside cargo handling services only. The inclusion of the other services where the Parties are active, like fuel handling, would not affect  the
competition assessment of the Transaction.
[5]   Ground Handling Directive, Annex, at point 5. Ramp handling services do not, however, include fuelling and  catering,  which  are  separate
markets, because these services require  different  facilities,  a  different  know-how  and  are  generally  supplied  by  different  providers;
COMP/M.6671 – LBO/Aviapartner, fn. 6.
[6]   Ground Handling Directive, Annex, at point 2. See also the IATA Standard Ground Handling Agreement ("SGHA"), Annexes 6.4.1-1 et  seq.,  for
a slightly different delineation of the market.
[7]   Ground Handling Directive, Annex, at point 3.
[8]   Ground Handling Directive, OJ L 272, 25.10.1996, p. 36.
[9]   COMP/M.6671 – LBO France/Aviapartner, para. 14.
[10]  Case COMP/M.6671 – LBO France/Aviapartner, paras. 12–20.
[11]  Case COMP/M.6671 – LBO France/Aviapartner, para. 24.
[12]  Case COMP/M.6671 – LBO France/Aviapartner, paras. 24–28.
[13]  Case COMP/M.6671 – LBO France/Aviapartner, para. 18, with further references.
[14]  Questionnaire Q1 to competitors, answers to question 5; Questionnaire Q2 to customers, answers to question 17; Questionnaire Q3 to  airport
managers, answers to question 9.
[15]  Questionnaire Q1 to competitors, answers to question 6; Questionnaire Q2 to customers, answers to question 18; Questionnaire Q3 to  airport
managers, answers to question 10.
[16]  Case COMP/M.6671 – LBO France/Aviapartner, para. 16.
[17]  Questionnaire Q1 to competitors, answers to question 5.2; Questionnaire Q2 to customers, answers to  question  17.2;  Questionnaire  Q3  to
airport managers, answers to question 9.2.
[18]  See Art. 7 of the Ground Handling Directive.
[19]  Case COMP/M.6671 –LBO France/Aviapartner, para. 21.
[20]  E.g. case M.6671 – LBO France/Aviapartner, paras. 21 and following.
[21]  Form CO, paras. 73 and following.
[22]  Case M.6671 – LBO France/Aviapartner, para.23.
[23]  If airports provide ground handling and cargo  handling  services  directly  to  airlines  (separate  from  actually  running  the  airport
infrastructure), the Commission has in the  past  treated  them  as  relevant  competitors  in  ground  handling  (See  case  COMP/M.6671  –  LBO
France/Aviapartner, para. 100). In the present case and in line with the Notifying Party's submission, there is no reason to  deviate  from  this
approach.
[24]  See paragraph (11).
[25]  In the present case, the affected airports which still require a licence for airside services are Paris CDG as well as the Spanish  overlap
airports.
[26]  Questionnaire Q1 to competitors, answers to question 10; Questionnaire Q2 to  customers,  answers  to  question  20;  Questionnaire  Q3  to
airport managers, answers to question 12.
[27]  Ground Handling Directive, OJ L 272, 25.10.1996, p. 36, Annex. See also the IATA Standard Ground  Handling  Agreement  ("SGHA"),  Annex  A,
Section 5.
[28]  Case COMP/M.1165 – Lufthansa/Menzies/LCC, paras. 10–11.
[29]  Case COMP/M.6671 – LBO France/Aviapartner, paras. 38–39.
[30]  Questionnaire Q1 to competitors, answers to question 12; Questionnaire Q2 to  customers,  answers  to  question  22;  Questionnaire  Q3  to
airport managers, answers to question 16.
[31]  Form CO, para. 96.
[32]  Questionnaire Q1 to competitors, answers to question 16; Questionnaire Q2 to  customers,  answers  to  question  24;  Questionnaire  Q3  to
airport managers, answers to question 19.
[33]  See notably Case COMP/M.6671 – LBO France/Aviapartner, para.5; Case No Case IV/M.1165,  Lufthansa/Menzies/LCC,  paras.  12  and  following;
Case COMP/M.4164 – Ferrovial/Quebec/ GIC/BAA, para. 23; or Case COMP/M.5440 – Lufthansa/Austrian Airlines, para. 43. See also Case No IV  /M.1124
– Maersk Air/LFV Holdings, para. 22 and following; Case COMP/M.2254 –  Aviapartner/Maersk/Nova,  para.  17  and  following;  Case  COMP/M.3823  –
MAG/Ferrovial Aeropuertos/Exeter Airport, paras. 16 and following; Case COMP/M.5747 – Iberia/British Airways, OJ C 241, 8.9.2010, para. 46.
[34]  See Case COMP/M.5830 – Olympic / Aegean Airlines, paras. 314 and following and Case No COMP/M.6447 – IAG / BMI, OJ C 161, 7.6.2012,  p.  2,
paras. 101 and following.
[35]  Form CO, para. 107.
[36]  Questionnaire Q1 to competitors, answers to question 7; Questionnaire Q2 to customers, answers to question 19; Questionnaire Q3 to  airport
managers, answers to question 13.
[37]  Questionnaire Q2 to customers, answers to question 14.1.
[38]  Questionnaire Q2 to customers, answers to question 15.2.
[39]  Questionnaire Q1 to competitors, answers to question 11; Questionnaire Q2 to  customers,  answers  to  question  21;  Questionnaire  Q3  to
airport managers, answers to question 15.
[40]  Case COMP/M.6671 – LBO France/Aviapartner, para. 65.
[41]  Questionnaire Q1 to competitors, answers to question 10; Questionnaire Q2 to  customers,  answers  to  question  20;  Questionnaire  Q3  to
airport managers, answers to question 12.
[42]  Case M.6671 – LBO France/Aviapartner, para.67, with references to further cases.
[43]  Form CO, para. 110.
[44]  Questionnaire Q1 to competitors, answers to question 13; Questionnaire Q2 to  customers,  answers  to  question  23;  Questionnaire  Q3  to
airport managers, answers to question 17.
[45]  Questionnaire Q1 to competitors, answers to question 14; Questionnaire Q2 to customers, answers  to  question  14.2;  Questionnaire  Q3  to
airport managers, answers to question 18.
[46]  Questionnaire Q2 to customers, answers to question 15.1.
[47]  Questionnaire Q1 to competitors, answers to question 16.3; Questionnaire Q2 to customers, answers to question  24.3;  Questionnaire  Q3  to
airport managers, answers to question 20.
[48]  Source: Eurocontrol Performance Review Commission, mentioned by  Commission  Staff  Working  Paper,  Impact  Assessment,  accompanying  the
Proposal for a Regulation of the European Parliament and of the Council on groundhandling  services  at  union  airports  and  repealing  Council
Directive 96/67/EC, p. 12, fn. 38.
[49]  Commission Staff Working Paper, Impact Assessment, accompanying the Proposal for a  Regulation  of  the  European  Parliament  and  of  the
Council on groundhandling services at union airports and repealing Council Directive 96/67/EC, p. 11.
[50]  Article 6, Ground Handling Directive.
[51]  Ground handling services covered by the Ground handling Directive are divided in eleven categories, mentioned above p. 4, fn 5.
[52]  Ground Handling Directive, Article 6(2) and (3).
[53]  Ground Handling Directive, Article 7.
[54]  Europe's Airports 2030: Challenges Ahead, Commission Memo/11/857 of 1 December 2011, p.4.
[55]  The key features of the Commission's proposal are the following: (i) full opening  of  the  self-handling  market;  (ii)  increase  in  the
minimum number of service providers from two to three at large airports; (iii) mutual recognition  of  approvals  with  harmonised  requirements;
(iv) better management of centralised infrastructure (including a clear legal framework for the fees to be charged  to  ground  handling  service
providers; (v) legal separation of airports and their ground handling activities; (vi) improved tender procedure (maximum duration of the  tender
procedure increased from 7 to 10 years); (vi) clarified rules for subcontracting (subcontracting by airports and self-handling  airlines  limited
to ground of force majeure and prohibition of cascade subcontracting); (vii) increased  coordination  of  ground  services  at  airports;  (viii)
minimum quality standards for the performance of all ground handling providers at an  airport;  (ix)  reporting  obligations  on  performance  of
ground handling services; (x) compulsory minimum training for staff; (xi) possibilities for Member States to impose a requirement  to  take  over
staff with same conditions where there is a tender procedure. See, Proposal for a Regulation of the European Parliament and  of  the  Council  on
groundhandling services at Union airports and repealing Council Directive 96/67/EC, of 1 December 2011, 2011/0397 (COD).
[56]  The Parties overlap at London Heathrow but their combined market shares remain below [5-10]%.
[57]  Questionnaire Q2 to customers, answers to questions 9 and 10.
[58]  See, e.g. Form CO, […]
[59]  Paragraph (112).
[60]  Paragraph (132).
[61]  Paragraph (142).
[62]  Paragraph (154).
[63]  Questionnaire Q2 to customers, answers to question 6.
[64]  Questionnaire Q2 to customers, answers to question 8.1.
[65]  Questionnaire Q2 to customers, answers to questions 8.2 and 8.3.
[66]  Questionnaire Q1 to competitors, answers to question 34.
[67]  Questionnaire Q1 to competitors, answers to question 27; Questionnaire Q3 to airport managers, answers to questions 32  and  34.  See  also
call between Newcastle Airport Manager and the case team - 28 October 2013- §11 of the minutes.
[68]  Questionnaire Q2 to customers, answers to question 32.1.
[69]  Questionnaire Q2 to customers, answers to questions 34 and 35.
[70]  Form CO, […].
[71]  See White Paper on Entry at the affected airports submitted by the Parties on 22 November 2013, para. 18.
[72]  Form CO, Annex 5.4., Document 9, slides 12 and 72.
[73]  Questionnaire Q1 to competitors, answers to question 37.
[74]  Questionnaire Q1 to competitors, answers to question 38.
[75]  Questionnaire Q2 to customers, answers to question 37.1.
[76]  Questionnaire Q2 to customers, answers to question 39.
[77]  Questionnaire Q1 to competitors, answers to question 21.1; Questionnaire Q2 to customers, answers to question 29.1.
[78]  Questionnaire Q1 to competitors, answers to question 33.
[79]  Procurement auction is a type of auction where the sellers submit competing bids to sell some service or good to the buyer.
[80]  "Ground and Cargo Handling Tenders in Primary Affected Markets," submitted on 15 November 2013  and  "Analysis  of  Win  Rates  in  Primary
Affected Ground Handling Markets" submitted on 21 November 2013.
[81]  In this regard, the data provided by the Parties included only limited information about the specific contracts.
[82]  See for example William Greene: Econometrics (Biasedness of the OLS-estimator for  omitted  variables  in  Sections  4.3.2),  available  at
http://people.stern.nyu.edu/wgreene/MathStat/GreeneChapter4.pdf.
[83]  Response to RFI 9, annex RFI 9 Q1.
[84]  Annex Q 33 2(i) (Updated for RFI 10) [Nov 19].
[85]  Annex RFI 7 Q 9(a) revised for QP10.
[86]  Form CO, paragraph 254.
[87]  Response to RFI 9, annex RFI 9 Q1.
[88]  Annex Q 33 2(i) (Updated for RFI 10) [Nov 19].
[89]  Annex RFI 7 Q 9(a) revised for QP10.
[90]  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of concentrations between  undertakings,  OJ
C 31, 5 February 2004, p. 5 (the "Horizontal Guidelines").
[91]  Menzies reply to question 4.1 of Questionnaire Q1 to Competitors.
[92]  Menzies reply to question 4.2 of Questionnaire Q1 to Competitors.
[93]  WFS reply to question 4.1 of Questionnaire Q1 to Competitors.
[94]  Form CO, para. 243.
[95]  WFS, reply to request for information of 22 November 2013.
[96]  See Section VI.2.2.
[97]  Minutes of a conference call with British Airways of 22 October 2013, paragraph 18.
[98]  Annex Q 40.2 (revised).
[99]  […]
[100]       NERA Analysis: Ground and Cargo Handling Tenders in Primary Affected Markets, as submitted on 14 November 2013, p. 19.
[101]       Swissport presentation at the State of Play Meeting of 19 November 2013, p. 14.
[102]       The Parties also refer to WFS entering the ground handling space at the end of 2012, which  would  lead  WFS  to  bidding  on  future
ground handling opportunities at LGW as they come up. However, as set out above, this is incorrect and WFS does not  provide  any  airside  cargo
handling services, or any other ground handling services at LGW.
[103]       White Paper of 22 November 2013, page 9.
[104]       Questionnaire Q1 to competitors, answers to question 41.1.
[105]       Response to RFI 9, annex RFI 9 Q1
[106]       Annex Q 33 2(i) (Updated for RFI 10) [Nov 19]
[107]       See paragraph (127) where it is explained that this does not yet reflect WFS's activities.
[108]       Annex 39 (updated for RFI 10) [Nov 19].
[109]       ICTS has only limited activities, […]. Premiere Handling is a local handler based at MAN. According to the Notifying  Party  Premiere
Handling handle mainly ad hoc flights and have extensive capacity to take on further business as can be seen by the fact that they  bid  on  […].
Premiere Handling nevertheless has only very limited activities at MAN.
[110]       Form CO, Annex 40.2.
[111]       […]
[112]       Besides the Parties, Menzies and WFS, there were also other bidders in recent tenders at MAN, but to a limited extent only.
[113]       The exact date of the issuance of the Request for Proposals is unknown for three recent tenders with operational start date  in  2013
or 2014. These three tenders have been included in the 2013 tenders. Moreover, it seems that the Parties' data  omit  the  tender  for  the  full
handling contract for […].
[114]       NERA Analysis: Ground and Cargo Handling Tenders in Primary Affected Markets, as submitted on 14 November 2013, p. 19.
[115]       Calculated on the basis of the data in Annex Q 40.2 (revised).
[116]       Parties' response to RFI 9, annex RFI 9 Q1.
[117]       bmibaby ceased operations in 2013.
[118]       Guidelines on the assessment  of  horizontal  mergers  under  the  Council  Regulation  on  the  control  of  concentrations  between
undertakings, OJ C 31, 5 February 2004, p. 5 (the "Horizontal Guidelines").
[119]       Form CO, […].
[120]       […]
[121]       Questionnaire Q3 to airport managers, answer to question 36.1.
[122]       Questionnaire Q1 to competitors, answers to question 41.1.
[123]       Parties' response to RFI 9, annex RFI 9 Q1.
[124]       Gate Aviation ceased operations at NCL in 2010 but continued to serve a few of their customers in early 2011.
[125]       Form CO, Annex 40.2.
[126]       NERA Analysis: Ground and Cargo Handling Tenders in Primary Affected Markets, as submitted on 14 November 2013, p. 19.
[127]       Questionnaire Q3 to airport managers, answers to questions 8.1 and 36.1.
[128]       Questionnaire Q1 to competitors, answers to question 41.1.
[129]       Parties' response to RFI 9, annex RFI 9 Q1.
[130]       Annex Q 33 2(i) (Updated for RFI 10) [Nov 19]
[131]       Annex RFI 7 Q 9(a) revised for QP10
[132]       See Section IV.2.1 Common competitive features at the affected liberalised airports.
[133]       […]
[134]       Given the recent entry of Swissport at HEL […], it was not feasible to conduct a meaningful bidding data analysis for HEL.
[135]       […].
[136]       Moreover, as described above in section VI.2.2, there are rather high barriers to entry in general, even at liberalized airports.
[137]       Aviator has a significant presence in Norway, Sweden, and Denmark.
[138]       […]
[139]       Call between Finnavia and the case team - 29 October 2013- §22 of the minutes.
[140]       Call between Finair and the case team - 21 October 2013- §25 of the minutes.
[141]       Parties' response to RFI 9, annex RFI 9 Q1.
[142]       Questionnaire Q1 to competitors, answer to question 4.2. […]. See Call between WFS and the case team - 24 October 2013-  §13  of  the
minutes.
[143]       Questionnaire Q2 to customers, answer to question 31.
[144]       Parties' response to RFI 9, annex RFI 9 Q1.
[145]       Self-handling by airlines is commonly used in the affected airports in Spain, in particular by Iberia, the Spanish flag-carrier:  out
of the respective top 10 airline companies at these airports (except at Almeria airport where none of the  airline  companies  self-handles)  the
share of self-handling varies between [20-30]% (Barcelona airport) and [70-80]% (Jerez airport).
[146]       Annex RFI 7 Q 9(b) revised for QP10.
[147]       Questionnaire Q2 to customers, answer to questions 47 and 47.1.
[148]       Form CO, para. 102.
[149]       I.e. airports with more than 2 million passenger movements or 50 000 tonnes of freight per annum.
[150]       Includes [5-10]% share of Heathrow Cargo Handling Ltd ("HCH"): Servisair owns a 50%-shareholding in HCH, with the  remaining  50%  of
the entity owned by Air France. Servisair and Air France have joint control over HCH,  which  is  active  in  the  provision  of  cargo  handling
services at London Heathrow Airport. This share includes 100% of the volume handled though HCH. It therefore overstates Servisair's  position  as
it attributes all of HCH’s share to Servisair.
[151]       Includes [10-20]% share of HCH. See footnote 150.
[152]       No self-handling activities at London Gatwick.
[153]       No self-handling activities at Manchester.
[154]       Form CO, Annex Q40.4.
[155]       […]
[156]       Form CO, Annex Q40.4.
[157]       Inlcudes [0-5]% share of HCH. See footnote 150.
[158]       Inlcudes [5-10]% share of HCH. See footnote 150.
[159]       […].
[160]       Form CO, p. 28.
[161]       […]
[162]       See http://81.93.5.95/services/cargo-handling/european-trucking-services/ where it is explained that WFS  provides  daily  departures
at several UK airports.
[163]       Article 91 and ff., Guidelines on the  assessment  of  non-horizontal  mergers  under  the  Council  Regulation  on  the  control  of
concentrations between undertakings (OJ C 265, 18 October 2008, p.6).
[164]       Case COMP/M.6671 – LBO France/Aviapartner, para. 152.
[165]       Form CO, para. 219.
[166]       Q2 – Questionnaire to Customers, answers to question 44.
[167]       Menzies Aviation stated for example: "In most cases we do not see airlines seeking to source landside cargo services  form  the  same
supplier as their passenger and ramp handlers although this may happen." WFS said: "This would be practically convenient  but  airlines  tend  to
outsource to several handlers in order to keep their negotiation power and improve their ability to switch in case they would need  it  (strikes,
failure etc.). In any event, where they outsource these services to the same handler, they generally do so under  different  contracts."  Equally
Aviapartner submitted the following: "We see both situations. Sometimes carriers wish to bundle ramp, passenger and  baggage  with  one  handler,
sometimes carriers will source passenger services from one handler and other services from another handler. With regard  to  cargo  services,  we
see that carriers look at this separately. Only unloading of belly cargo will normally be performed by the handler that provides ramp  services."
See Q1 – Questionnaire to Competitors, answers to question 36.
[168]       See Q1 – Questionnaire to Competitors, answers to question 36.
[169]       Form CO, Annex Q 19 (overview of the Parties' activities at airports in the EEA).
[170]       Answers to RFI 7, Annex 5(a).
[171]       […]
[172]       A first version of the improved Commitments was sent on 12 December 2013, replaced by a second one on the  same  day,  correcting  in
particular some cross-references. The latter version is analysed here.
[173] Clause 3(e) of the final Commitments.
[174] Clause 4 of the final Commitments.
[175]       Commission Notice on remedies, paragraph 23.
[176]            Commission Notice on remedies, paragraphs 25 and 26.
[177]       See responses to question 2 of the market test to Competitors and question 2 of the market test to Customers.
[178]       Information submitted on 12 December 2013.
[179]       To the extent that the purchaser does not already operate their own lounge, Swissport shall commit to  making  available  its  lounge
for continued use by the customers for the duration of the contracts at issue.
[180]       Responses to question 3 of the market test to Airport Managers and e-mail correspondence with Newcastle International Airport LTD  of
6 December 2013.
[181]       Responses to question 4 of the market test to Competitors, question 4 of the market test to Customers and question 5  of  the  market
test to Airport Managers.
[182]       Correspondence of the Notifying Party of 3 December 2013.
[183]       Responses to question 5 of the market test to Competitors.
[184]       Clause 4(a) of the revised Commitments.
[185]       Responses to question 5 of the market test to Competitors.
[186]       Response to question 6 of the market test to Competitors.
[187]       Responses to question 6 of the market test to Competitors, question 6 of the market test to Customers and question 7  of  the  market
test to Airport Managers.
[188]       Response of e.g. WFS to question 6 of the market test for Competitors.
[189]       See for example the response of Deutsche Post AG and Menzies Aviation to question 6 of the market test for Competitors.
[190]       Response of e.g. WFS to question 6 of the market test for Competitors.
[191]       See for example responses of Air Canada and Emirates to question 6 of the market test to Competitors.
[192]       See for example responses of Aer Arann, KLM Royal Dutch Airlines, Swiss International  Air  Lines  and  Virgin  Atlantic  Airways  to
question 6 of the market test to Customers.
[193]       Response of Finnair to question 6 of the market test to Customers.
[194]       Response to question 4 of the Market Test to Customers.
[195]       [Information on potential purchasers of the divested businesses], response to question 4.1 of Questionnaire Q1 to Competitors.
[196]       [Information on potential purchasers of the divested  businesses],  response  to  questions  4.1  and  4.2  of  Questionnaire  Q1  to
Competitors.
[197]       [Information on potential purchasers of the divested businesses], response to question 4.1 of Questionnaire Q1 to Competitors.
[198]       Minutes of a conference call with [Information on potential purchasers of the divested businesses] held on 15 November 2013, para 5.
[199]       Minutes of a conference call with [Information on potential purchasers of the divested businesses] held on 15 November 2013, para  5,
8 and 12.
[200]       [Information on potential purchasers of the divested businesses], reply to question 8.5 of the market test to Competitors.
[201]       Responses to question 8 of the market test to Competitors.
[202]       For avoidance of doubt, Ground Handling does not include lounge services.  However, to the extent lounge revenues make up part  of  a
broader Ground Handling contract at the affected airports, these lounge revenues are included in the divestitures as defined in the Schedule.

[203]       For the avoidance of doubt, to the extent the provision of lounge services are included  in  a  Helsinki  Servisair  Ground  Handling
contract being divested (see the Schedule), these services shall not be carved out  of  the  contract  that  is  divested.   To  the  extent  the
divestiture buyer at Helsinki does not already operate their own lounge, Swissport shall  commit  to  making  available  Servisair’s  lounge  for
continued use by the customers at issue for the duration of the contracts at issue.

[204]       For the avoidance of doubt, to the extent the provision of lounge services is included  in  a  Newcastle  Servisair  Ground  Handling
contract being divested (see the Schedule), these services shall not be carved out  of  the  contract  that  is  divested.   To  the  extent  the
divestiture buyer at Newcastle does not already operate their own lounge, Swissport shall commit  to  making  available  Servisair’s  lounge  for
continued use by the customers at issue for the duration of the contracts at issue.

[205]       For the avoidance of doubt, to the extent the provision of lounge services  is  included  in  a  Gatwick  Servisair  Ground  Handling
contract being divested (see the Schedule), these services shall not be carved out  of  the  contract  that  is  divested.   To  the  extent  the
divestiture buyer at Gatwick does not already operate their own lounge, Swissport  shall  commit  to  making  available  Servisair’s  lounge  for
continued use by the customers at issue for the duration of the contracts at issue.

[206]       To the extent any of the licences, permits, and authorizations issued by  any  governmental  organization  for  the  benefit  of  the
Divestment Business are not readily transferable, Swissport commits, at the Purchaser’s request, to use its best efforts assist the Purchaser  to
obtain any required licences, permits, and authorizations.

[207]       For the avoidance of doubt, stand-alone lounge contracts at Helsinki are not subject to this divestiture commitment.

[208]       To the best of Swissport’s knowledge the following two tables contain all  material  Ground  Handling  contracts  currently  held  by
Servisair at Helsinki[pic]!+,.23>?@AXYZ[\]^uvwxyz}.  For the avoidance  of  doubt,  to  the  extent  Servisair  wins  additional  Ground  Handing
contracts between the date of these Commitments and the Effective Date or to the extent this list does not  include  certain  de  minimis  Ground
Handling contracts currently held by Servisair, such additional contracts shall be included in the Divestment Business.

[209]       For the avoidance of doubt, this column excludes de-icing and lounge revenues that form part of the same contract.  Any de-icing  and
lounge revenues that form part of the same contract are part of the Divestment Business and are displayed in the next two columns  to  the  right
in this table.

[210]       To the extent any of the licences, permits, and authorizations issued by  any  governmental  organization  for  the  benefit  of  the
Divestment Business are not readily transferable, Swissport commits, at the Purchaser’s request, to use its best efforts assist the Purchaser  to
obtain any required licences, permits, and authorizations.

[211]       For the avoidance of doubt, stand-alone lounge contracts at Birmingham, if any, are not subject to this divestiture commitment.

[212]       To the extent any of these contracts contain Ground Handling revenues at other airports, these revenues were  not  included  in  this
table consistent with paragraph 3 of the Commitments.

[213]       For the avoidance of doubt, this column excludes de-icing and lounge revenues that form part of the same contract.  Any de-icing  and
lounge revenues that form part of the same contract are part of the Divestment Business and are displayed in the next two columns  to  the  right
in this table.

[214]       Swissport sub-contracts its de-icing services at Birmingham entirely to Airline Services.

[215]       To the extent any of the licences, permits, and authorizations issued by  any  governmental  organization  for  the  benefit  of  the
Divestment Business are not readily transferable, Swissport commits, at the Purchaser’s request, to use its best efforts assist the Purchaser  to
obtain any required licences, permits, and authorizations.

[216]       For the avoidance of doubt, stand-alone lounge contracts at Newcastle, if any, are not subject to this divestiture commitment.

[217]       To the extent any of these contracts contain Ground Handling revenues at other airports, these revenues were  not  included  in  this
table consistent with paragraph 3 of the Commitments.

[218]       To the best of Swissport’s knowledge the following two tables contain all  material  Ground  Handling  contracts  currently  held  by
Servisair at Newcastle.  For the avoidance of doubt, to the extent Servisair wins additional Ground Handing contracts between the date  of  these
Commitments and the Effective Date or to the extent this list does not include certain de minimis Ground Handling  contracts  currently  held  by
Servisair at Newcastle, such additional contracts shall be included in the Divestment Business.

[219]       For the avoidance of doubt, this column excludes de-icing and lounge revenues that form part of the same contract.  Any de-icing  and
lounge revenues that form part of the same contract are part of the Divestment Business and are displayed in the next two columns  to  the  right
in this table.

[220]       To the extent any of the licences, permits, and authorizations issued by  any  governmental  organization  for  the  benefit  of  the
Divestment Business are not readily transferable, Swissport commits, at the Purchaser’s request, to use its best efforts assist the Purchaser  to
obtain any required licences, permits, and authorizations.

[221]       For the avoidance of doubt, stand-alone lounge contracts at Gatwick, if any, are not subject to this divestiture commitment.

[222]       To the extent any of these contracts contain Ground Handling revenues at other airports, these revenues were  not  included  in  this
table consistent with paragraph 3 of the Commitments.

[223]       To the best of Swissport’s knowledge the following two tables contain all  material  Ground  Handling  contracts  currently  held  by
Servisair at Gatwick.  For the avoidance of doubt, to the extent Servisair wins additional Ground Handing contracts between  the  date  of  these
Commitments and the Effective Date or to the extent this list does not include certain de minimis Ground Handling  contracts  currently  held  by
Servisair at Gatwick, such additional contracts shall be included in the Divestment Business.

[224]       For the avoidance of doubt, this column excludes de-icing and lounge revenues that form part of the same contract.  Any de-icing  and
lounge revenues that form part of the same contract are part of the Divestment Business and are displayed in the next two columns  to  the  right
in this table.

[225]       To the extent any of the licences, permits, and authorizations issued by  any  governmental  organization  for  the  benefit  of  the
Divestment Business are not readily transferable, Swissport commits, at the Purchaser’s request, to use its best efforts assist the Purchaser  to
obtain any required licences, permits, and authorizations.

-----------------------
 In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC)  No  139/2004
 concerning non-disclosure of business secrets and other confidential information.  The  omissions  are  shown  thus  […].  Where  possible  the
 information omitted has been replaced by ranges of figures or a general description.

                                                                  PUBLIC VERSION

                                                                 MERGER PROCEDURE