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        T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Wednesday, May 25, 2011, Vol. 12, No. 102

                            Headlines


A U S T R I A

CAT OIL: S&P Upgrades Corporate Family Rating to 'BB-'


C Z E C H   R E P U B L I C

ECM REAL ESTATE: Submits Proposal to Establish Creditor Committee


D E N M A R K

* DENMARK: Concerns Arise Over Bank Bail-In Model


G E R M A N Y

VERSATEL AG: S&P Puts 'B+' Rating on CreditWatch Negative


G R E E C E

* GREECE: Endorses Accelerated Asset-Sale Plan to Win Extra Aid
* GREECE: Fitch Lowers Long-Term Currency IDR to 'B+'


I C E L A N D

LANDSBANKI ISLANDS: Morrisons Mulls Bid for Iceland Foods Stake


I R E L A N D

ALLIED IRISH: Reshuffles Management Team; Seeks New CEO
AQUILAE CLO: Moody's Lifts Rating on Class D Notes to 'B2 (sf)'
SMURFIT KAPPA: S&P Affirms 'BB-' Long-Term Corporate Credit Rating
* IRELAND: EU Countries Should Share Crisis Costs, IMF Hints


I T A L Y

APULIA FINANCE: Moody's Reviews Notes in RMBS Transactions
SEAT PAGINE: Mulls Financial Restructuring in 2012
SEAT PAGINE: Moody's Cuts Corporate Family Rating to 'Caa3'


L U X E M B O U R G

GSC EUROPEAN: Moody's Raises Ratings on 3 Classes of Notes to 'B1'
KION FINANCE: Moody's Assigns 'B2' Rating to EUR500MM Notes


N E T H E R L A N D S

GREEN LION: Moody's Assigns 'Ba1' Rating to Class D Notes Due 2095


R U S S I A

NATIONAL BANK: Moody's Withdraws All Ratings for Business Reasons
SOTSGORBANK OJSC: Moody's Withdraws 'E' Bank Fin'l Strength Rating


S P A I N

OBRASCON HUARTE: Fitch Affirms 'BB-' LT Issuer Default Rating
TDA 22 MIXTO: Moody's Lowers Rating on Class D1 Bond to 'Caa1'


S W I T Z E R L A N D

NYCOMED SCA: Moody's Reviews 'B2' CFR; Direction Uncertain
NYCOMED SCA: S&P Puts 'B+' Rating on CreditWatch Positive


U N I T E D   K I N G D O M

ALL GROUP: Goes Into Administration, Delays Layla Hotel Opening
BOPARAN FINANCE: Moody's Assigns Definitive 'Ba3' Rating on Notes
CORNERSTONE TITAN: Fitch Cuts Rating on Class G Notes to 'Csf'
HAYVERN CONSTRUCTION: Goes Into Administration, Axes 70 Jobs
LONDON & REGIONAL: Fitch Affirms Rating on Class C Notes at 'BB'

P. ELLIOT: Key Directors Owe Millions to Banks
PHONES4U FINANCE: Moody's Assigns 'B3' Rating to GBP430-Mil. Notes
SELSDON TRAVEL: Goes Into Liquidation
VEDANTA RESOURCES: Moody's Assigns (P)Ba2 Rating to US$1.5BB Bonds
VEDANTA RESOURCES: Fitch Rates Senior Unsecured Notes at 'BB(exp)'

VEDANTA RESOURCES: S&P Rates Senior Unsecured Bonds at 'BB'
YELL GROUP: Moody's Downgrades Corporate Family Rating to 'Caa1'


X X X X X X X X

* European Regulators' Bank Stress Tests More Demanding


                            *********


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A U S T R I A
=============


CAT OIL: S&P Upgrades Corporate Family Rating to 'BB-'
------------------------------------------------------
Standard & Poor's upgraded C.A.T. oil AG's rating to 'BB-' on
strong performance and sustained prudent financial policies.  The
outlook is stable.

"We have positively revised our assessment of Russia-based oil
field services company C.A.T. oil AG's financial risk profile to
'significant'," S&P said.

"We are raising the long-term corporate credit rating on the
company to 'BB-' from 'B+'," S&P continued.

The stable outlook reflects the currently supportive oil industry
environment and S&P's expectation that the company will continue
to benefit from strong operating cash flows and low leverage.


===========================
C Z E C H   R E P U B L I C
===========================


ECM REAL ESTATE: Submits Proposal to Establish Creditor Committee
-----------------------------------------------------------------
CTK, citing the insolvency register, reports that ECM Real Estate
Investments delivered a proposal to establish a preliminary
creditor committee to the City Court in Prague on Monday.

According to CTK, from Czech companies, ECM proposed Ceska
sporitelna, Volksbank CZ and Raiffeisenbank on the committee.  The
committee's members should also be two other creditors from
abroad, CTK notes.

Ceska sporitelna and Volksbank CZ hold ECM's bonds issued in
crowns.  CTK, citing the proposal, says claims of holders of bonds
issued in euros account for around three-quarters of the total
nominal value of claims of all ECM's unsecured creditors.  ECM
therefore proposed company Astin Capital Management as a member of
the committee because the firm represents an owner of euro bonds,
CTK states.

Maple Leaf Capital, another large holder of ECM's euro bonds, was
put forward as the fourth member of the creditor committee, CTK
discloses.

Glancus Investments, which has also registered a claim on ECM as
part of the insolvency proceedings, is not on the proposed list of
committee members, CTK notes.

According to CTK, ECM said in the proposal it does not have an
approval or a mandate from the companies to propose them as
members of the preliminary creditor committee.  But ECM expects,
based on communication it has had so far with the creditors, that
the companies will not have a problem with the appointment, CTK
relates.

CTK further relates that ECM said it had long-term obligations
worth EUR165.9 million (around CZK4.1 billion) at the end of
March, most of the debt being bonds.

Insolvency proceedings against ECM were initiated in April by
Ceska sporitelna, which has a claim on the developer worth around
CZK194 million, CTK recounts.  The proceedings were then joined by
Volksbank CZ, which says ECM owes it a total of CZK104.8 million
in bonds including interest, CTK discloses.

Glancus has claims worth CZK140.8 million on ECM, CTK says, citing
documents in the insolvency register.  The biggest claim so far of
CZK3.1 billion was registered by Astin Capital Management, CTK
notes.

ECM, CTK says, wants to resolve its debt through reorganisation,
which was also proposed by Ceska sporitelna and Volksbank CZ.  In
contrast, Glancus Investments proposed bankruptcy of the
developer, according to the report.

ECM Real Estate Investments AG is a Luxembourg-based developer.
It built Prague's tallest building.


=============
D E N M A R K
=============


* DENMARK: Concerns Arise Over Bank Bail-In Model
-------------------------------------------------
Tracy Alloway at The Financial Times reports that the bankruptcy
of Amagerbanken has turned Denmark's financial system into a test
case for the controversial practice of "bailing-in" senior
unsecured creditors of failed banks.

The FT notes that investors and analysts have warned that such
burden-sharing schemes -- or the idea of forcing losses on to
senior unsecured bondholders in collapsed banks to ease the bail-
out bill for taxpayers -- raise the cost of funding for European
financials.  According to the FT, almost four months after
Amagerbanken's failure, small-and midsized Danish banks say they
are still being penalized for Denmark's "first mover
disadvantage."

"After the Amagerbanken haircut it became apparent to everyone,
including foreign investors, that there's a real risk of losing
money in Danish banks.  It put the bail-in theory into practice,"
the FT quotes Christian Hede, a Nordic bank analyst at Jyske Bank,
as saying.

These concerns come at a crucial time with other European
countries considering following the lead set by Denmark, the FT
relates.  Sweden's financial regulator indicated last week that it
wants to adopt Denmark's bail-in model, and the European
Commission is due to propose new legislation on bank failures next
month, the FT notes.

When Amagerbanken collapsed, it fell into the waiting arms of
Denmark's Bank Package III, which came into effect in October,
introducing Europe's strictest winding-up rules for failed banks,
the FT recounts.  Holders of the bank's senior unsecured debt
swallowed a 41% haircut on their investment, the first time in
Europe that bail-ins reached senior debt, which ranks highest in
the pecking order of who gets paid first in bank insolvencies, the
FT discloses.

"The Danish authorities are taking a hard line on imposing losses
on senior debt and some deposits," independent research firm
CreditSights told clients at the time, the FT notes.  "While such
action is easier in respect of a relatively small bank, this might
well set a precedent for the way failing banks are treated in
other jurisdictions."

Funding pressures on Danish banks are likely to become more
important as a government guarantee program for financial debt
expires, the FT states.  Some EUR100 billion, or 22% of the
balance sheet of the country's remaining banks, will have to be
rolled over without the guarantee, according to the FT.

Yet just as other parts of Europe look to imitate Denmark's bail-
in rules, the Scandinavian country may now be trying to backtrack
on some of its Bank Package III legislation, concerned at some of
its unintended consequences, even as other parts of Europe might
seek to imitate it, the FT says.

Danish lawmakers met this month to discuss tweaking the package to
make it easier for healthier banks to buy out troubled
competitors, instead of bailing-in creditors, the FT relates.


=============
G E R M A N Y
=============


VERSATEL AG: S&P Puts 'B+' Rating on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit rating on German alternative telecom operator
Versatel AG on CreditWatch with negative implications.

"The CreditWatch placement reflects our view of the risk that the
potential acquisition of Versatel by the private equity company
Kohlberg Kravis Roberts & Co. L.P. (KKR), announced on May 19,
could result in a higher leverage, more aggressive financial
policy, or weaker liquidity profile for Versatel than we currently
factor into our ratings," said Standard & Poor's credit analyst
Matthias Raab.

"We understand that the acquisition of Versatel by KKR will
trigger the change-of-control clause in Versatel's senior secured
EUR525 million floating rate notes (FRN; EUR452 million
outstanding as of March 31, 2011) due June 2014, and to date KKR
has not announced how it plans to refinance the FRN," S&P related.

On May 19, 2011, Versatel announced that the company has received
an all-cash voluntary public takeover offer from private-equity
company KKR to acquire all of its outstanding shares. In addition,
Versatel's main shareholders, Vienna II S.a.r.l. i.L., a company
advised by private-equity company Apax Partners LLP, Cyrte
Investments BV, and United Internet AG, have already agreed to
sell their shares, corresponding to about 92% of Versatel's share
capital. The transaction is expected to close in the third quarter
of 2011. Completion of the transaction is subject to approval by
the German anti-trust authorities.

"We expect to resolve the CreditWatch within the next three
months, after reviewing the company's new capital structure,
financial policy, and liquidity profile pro forma the completion
of the transaction," said Mr. Raab. "In addition, we aim to
discuss with Versatel's management to what extent the acquisition
by KKR will affect the company's business strategy."

"We could lower the rating if, pro forma the expected refinancing,
Versatel's adjusted gross debt-to-EBITDA ratio increases above
4.5x or if the company's currently adequate liquidity profile
weakens," S&P added.


===========
G R E E C E
===========


* GREECE: Endorses Accelerated Asset-Sale Plan to Win Extra Aid
---------------------------------------------------------------
Marcus Bensasson and John Martens at Bloomberg News report that
the Greek government endorsed an accelerated asset-sale plan and
EUR6 billion (US$8.4 billion) of budget cuts to win extra aid and
stem a market slide that threatens to swamp debt-laden euro-area
nations.

Europe's debt crisis has deepened as euro political leaders
clashed with central bankers after floating the prospect of
extending maturities on Greek bonds, Bloomberg relates.  According
to Bloomberg, that "soft" restructuring may also be accompanied by
more loans to Greece, which received a EUR110 billion bailout last
year, now that the government has delivered the additional budget
cuts and pledged to speed asset sales.

"There may be slipping, sliding into some sort of re-profiling of
Greek debt," Simon Johnson, an economist at the Massachusetts
Institute of Technology, told Bloomberg Television's In the Loop
on Monday.  "They may be about to face their own special European
Lehman moment."

To avert that possibility, Greek Prime Minister George
Papandreou's Cabinet agreed on Monday to sell stakes in Hellenic
Telecommunications Organization SA by the end of next month, as
well as Public Power Corp SA, Hellenic Postbank SA, and the
country's ports, Bloomberg discloses.  The state's stakes in those
three companies currently have a market value of EUR2.1 billion,
according to the report.  The government also said it would create
a fund comprising assets to accelerate the sales, intended to
raise EUR50 billion by 2015, Bloomberg adds.  The bulk of that
will come from selling EUR35 billion of real estate, the news
source relates.

The government, Bloomberg says, plans to complete the sale of
Postbank by the end of the year, and to sell 75% stakes in Piraeus
Port Authority and Thessaloniki Port Authority SA.  It also
intends to extend the concession for Athens International Airport
this year, Bloomberg states.

Greece owns 20% of Hellenic Telecommunications, or OTE, which has
a market value of EUR3.2 billion, Bloomberg discloses.  It has the
right to sell a 10% stake to Deutsche Telekom AG, which already
holds 30%.  The finance ministry, according to Bloomberg, said the
government is seeking financial advisers to exercise the put
option, and for the sale of a further 6% of the company.

Greece has a "refinancing hole" of EUR30 billion for both 2012 and
2013, Bloomberg relays, citing economist Nouriel Roubini.  Mr.
Roubini, as cited by Bloomberg, said in an interview that the
nation could restructure by issuing debt with lower interest
payments and extend maturities as it is unlikely the nation will
"regain market access for the next five to 10 years."


* GREECE: Fitch Lowers Long-Term Currency IDR to 'B+'
-----------------------------------------------------
Fitch Ratings has downgraded Greece's Long-term foreign and local
currency Issuer Default Ratings (IDR) to 'B+' from 'BB+ and the
Short-term IDR remains at 'B'. All three ratings have been placed
on Rating Watch Negative (RWN). The agency has simultaneously
affirmed the euro area Country Ceiling at 'AAA', which is
applicable to all euro area member states, including Greece.
The rating downgrade reflects the scale of the challenge facing
Greece in implementing a radical fiscal and structural reform
program necessary to secure solvency of the state and the
foundations for sustained economic recovery. Implementation and
political risk have risen as further fiscal austerity measures are
required to realize the 2011 budget deficit goal of 7.5% of GDP
due to the under-performance of tax receipts and higher deficit
outturn for 2010 than originally targeted. Moreover, the greater
emphasis on privatization has heightened the risk that the policy
conditional funding under the EU-IMF program will be delayed given
the political and technical obstacles to the realization of
EUR50bn of asset sales. Nonetheless, Fitch does expect some assets
sales by year-end, albeit relatively modest, and continues to
believe that the Greek government remains committed to the program
and to honoring its sovereign debt obligations.

The 'B+' rating incorporates Fitch's expectation that substantial
new money will be provided to Greece by the EU and IMF and that
Greek sovereign bonds will not be subject to a 'soft
restructuring' or 're-profiling' that would trigger a 'credit
event' and default rating from Fitch.

An extension of the maturity of existing bonds would be considered
by Fitch to be a default event and Greece and its obligations
would be rated accordingly. If contrary to Fitch's expectations,
private sector 'burden sharing' as a condition for new money
extends beyond exhortation and is coercive, the credibility of
policy commitments regarding the European Stability Mechanism and
EU-IMF programs for Ireland ('BBB+'/Negative) and Portugal ('BBB-
'/RWN), as well as Greece, would be severely diminished and in
Fitch's opinion, would adversely impact financial stability across
the euro area.

New money is required in order to address the fiscal funding
shortfall that would otherwise emerge in 2012, a key weaknesses of
the current EU-IMF program highlighted by Fitch following its
previous rating action on Greece at the turn of the year. Fitch
expects the uncertainty regarding the volume and terms of new
money, as well as the role of private creditors, to be resolved
with the completion of the current fourth review of Greece's EU-
IMF program expected in the latter half of June.

The RWN will be resolved in light of the conclusion of the current
review of the EU-IMF program. In Fitch's opinion, additional
financial support for Greece would only be credible in providing a
path to solvency if it is fully funded beyond the end of the
current program of mid-2013, implying substantial additional EU-
IMF financial support over and above the EUR110 billion already
committed. Fitch will also incorporate into its review of Greece's
sovereign ratings under the RWN the terms upon which new money is
provided and the credibility of the associated policy
conditionality.

The current 'B+' rating would likely be affirmed if an extended
and fully-funded EU-IMF program is articulated, backed by credible
policy targets and, as Fitch expects, private sector participation
will not be 'involuntary' or require a change in the terms and
conditions of existing Greek sovereign bonds. In the absence of a
fully funded and credible EU-IMF program, the rating would likely
fall into the 'CCC' category indicating that a Greek sovereign
debt default was highly likely.


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I C E L A N D
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LANDSBANKI ISLANDS: Morrisons Mulls Bid for Iceland Foods Stake
---------------------------------------------------------------
Victoria Thomson at The Scotsman reports that sources on Monday
said Morrisons, Britain's fourth-biggest supermarket operator,
will look into buying Iceland Foods as an auction for a
controlling stake in the frozen food retailer gets under way.

According to The Scotsman, Morrisons could face competition from
Malcolm Walker, the founder and chief executive of Iceland Foods,
who, with other managers, owns 26% of the business.

Earlier this month, officials responsible for winding up Icelandic
bank Landsbanki appointed UBS and Bank of America-Merrill Lynch to
auction a 67% stake in Iceland Foods, The Scotsman relates.

"It is all at a very early stage," The Scotsman quotes a source of
Morrisons' interest, adding that a timetable had not yet been set,
as saying.

                    About Landsbanki Islands

Landsbanki Islands hf, also commonly known as Landsbankinn in
Iceland, is an Icelandic bank.  The bank offered online savings
accounts under the "Icesave" brand.  On October 7, 2008, the
Icelandic Financial Supervisory Authority took control of
Landsbanki and two other major banks.

Landsbanki filed for Chapter 15 protection on Dec. 9, 2008 (Bankr.
S.D. N.Y. Case No.: 08-14921).  Gary S. Lee, Esq., at Morrison &
Foerster LLP, represents the Debtor.  When it filed for protection
from its creditors, it listed assets and debts of more than
US$1 billion each.


=============
I R E L A N D
=============


ALLIED IRISH: Reshuffles Management Team; Seeks New CEO
-------------------------------------------------------
Joe Brennan at Bloomberg News reports that Allied Irish Banks Plc
Executive Chairman David Hodgkinson said he is hopeful that the
lender bank will have a new chief executive officer by "late in
the third quarter or early in the fourth quarter."

While the Dublin-based lender has identified a number of potential
candidates, it has yet to draw up a "short shortlist," Mr.
Hodgkinson, as cited by Bloomberg, said in a phone interview,
after it published details on May 17 of a business reorganization
and management team reshuffle.

Allied Irish, which is 93% government-owned, was ordered in March
to raise an additional EUR13.3 billion (US$18.8 billion) to shore
up its reserves against soaring real- estate loan losses,
Bloomberg recounts.  The lender on May 16 appointed Peter Spratt,
a partner at PricewaterhouseCoopers LLP, to oversee for the next
two years the running of a non-core unit that will "house, manage
or dispose of selected assets."

According to Bloomberg, Allied Irish on May 17 said its "current
divisional structure" is being replaced by an "integrated bank"
with three units: personal and business banking, corporate and
institutional banking, and commercial banking.  Allied Irish added
that its consumer operations in the Republic and Northern Ireland
"will be more aligned."

Bernard Byrne, currently chief financial officer at the group,
will head personal and business banking, while Paul Stanley, group
financial controller, has been named acting CFO pending a
permanent appointment to the role, Bloomberg discloses.
Robbie Henneberry, who was appointed managing director of
Allied Irish's Republic of Ireland division two years ago, will
now become head of the Northern Ireland operation, Bloomberg adds.

                    About Allied Irish Banks

Allied Irish Banks, p.l.c., together with its subsidiaries --
http://www.aibgroup.com/-- conducts retail and commercial banking
business in Ireland.  It also provides corporate lending and
capital markets activities from its head office at Bankcentre and
from Dublin's International Financial Services Centre.  The Group
also has overseas branches in the United States, Germany, France
and Australia, among other locations.  The business of AIB Group
is conducted through four operating divisions: AIB Bank Republic
of Ireland division, Capital Markets division, AIB Bank UK
division, and Central & Eastern Europe division.  In February
2008, the Group acquired the AmCredit mortgage business in the
Baltic states of Latvia, Lithuania and Estonia.  In September
2008, the Group also acquired a 49.99% shareholding in BACB.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on May 20,
2011, Moody's Investors Service downgraded the dated subordinated
debt of Allied Irish Banks (AIB) one further notch to C from Ca,
and downgraded the undated subordinated debt and tier 1
instruments to C(hyb) from Ca(hyb). This follows the announcement
of an offer from AIB to buy back its subordinated and tier 1 debt
for cash at very high discounts to the par value, and the previous
announcement on April 14 that the Irish High Court had made a
Subordinated Liabilities Order (SLO) with regard to AIB.  AIB is
rated Ba2/N-P for bank deposits, Ba3/N-P for senior debt and has a
D- bank financial strength rating (mapping to Ba3 on the long-term
scale).  The outlook on the ratings is negative.


AQUILAE CLO: Moody's Lifts Rating on Class D Notes to 'B2 (sf)'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of four CLO
notes issued by Aquilae CLO I PLC.

Issuer: Aquilae CLO I PLC

   -- EUR216M Class A Floating Rate Notes, due 2015, Upgraded to
      Aa1 (sf); previously on Nov 25, 2009 Downgraded to Aa2 (sf)

   -- EUR12M Class B Floating Rate Notes, due 2015, Upgraded to A3
      (sf); previously on Nov 25, 2009 Downgraded to Baa2 (sf)

   -- EUR15M Class C Deferrable Floating Rate Notes, due 2015,
      Upgraded to Ba1 (sf); previously on Nov 25, 2009 Downgraded
      to Ba2 (sf)

   -- EUR10.5M Class D Deferrable Floating Rate Notes, due 2015,
      Upgraded to B2 (sf); previously on Nov 25, 2009 Downgraded
      to B3 (sf)

RATINGS RATIONALE

Aquilae CLO I PLC, issued in March 2007, is a single currency
Collateralised Loan Obligation backed by a portfolio of mostly
high yield European loans. The portfolio is managed by Henderson
Global Investors Ltd. This transaction has passed the reinvestment
period. It is composed of 86.7% senior secured loans from 22
various industries.

The upgrade rating actions taken on the notes are a result
primarily of the improved credit quality of the underlying
portfolio and increased overcollateralization since the last
rating action in November 2009. The improvements in OC ratios have
been driven by the amortization of class A notes, and the general
appreciation of loan prices. As of the latest collateral
administrator report dated April 2011, the class A/B, class C,
class D and class E reported overcollateralization ratios
increased to 131.7%, 120.6%, 113.8% and 107.0% respectively, from
121.8%, 114.1%, 109.3%, and 104.1% respectively in October 2009.
The Caa bucket decreased from 42.2m in October 2009 to 25.5m in
February 2011, representing 15.76% of the Aggregate Principal
Balance. In addition, the reported weighted average rating factor
("WARF") has changed from 2827 to 2995 during the same period.
This change in reported WARF understates the actual credit quality
improvement because of the technical transition related to rating
factors of European corporate credit estimates, as announced in
the press release published by Moody's on 1 September 2010.

In its base case, Moody's analyzed the underlying collateral pool
with WARF of 3974 (versus modelled WARF of 4260 at last rating
action). The base case diversity score, weighted average spread
and weighted-average recovery rate were respectively 30, 3.02% and
60.85%.

This deal comprises of 12.4% Long Dated Obligations which will
need to be liquidated by the legal maturity of the deal in June
2015. Given the significant size of this bucket, and considering
that about half of this relates to assets with a credit quality
below B3, Moody's applied stressed liquidation price of 65.7% to
the long dated bucket, which equals the latest weighted average
market price reported by trustee. This deviates from Moody's
standard assumptions, which would correspond to a liquidation
price assumption of 83.1%. Should this standard assumption have
been applied, the model outputs would have been a notch better for
all the rated classes.

Moody's also ran sensitivity analysis on key parameters for the
rated notes. For instance, if the modelled WARF was increased by
15% or the performing par was decreased by 5%, the model outputs
of all classes would be not affected by more than a notch.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance, and 3)
the evolution of market prices for Long Dated Obligations, which
constitute a significant portion of the portfolio to be liquidated
by the legal maturity of the transaction. CDO notes' performance
may also be impacted by 1) the manager's investment strategy and
behavior, 2) the transaction delevering pace and 3) divergence in
legal interpretation of CDO documentation by different
transactional parties due to embedded ambiguities.

Moody's also notes that 61% of the collateral pool consists of
debt obligations whose credit quality has been assessed through
Moody's credit estimates.

The principal methodology used in this rating was Moody's Approach
to Rating Collateralized Loan Obligations published in August
2009.

Under this methodology, Moody's used its Binomial Expansion
Technique, whereby the pool is represented by independent
identical assets, the number of which is being determined by the
diversity score of the portfolio. The default and recovery
properties of the collateral pool are incorporated in a cash flow
model where the default probabilities are subject to stresses as a
function of the target rating of each CLO liability being
reviewed. The default probability range is derived from the credit
quality of the collateral pool, and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority and jurisdiction of the assets in the collateral pool.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

The cash flow model used for this transaction, whose description
can be found in the methodology listed above, is Moody's EMEA
Cash-Flow model.


SMURFIT KAPPA: S&P Affirms 'BB-' Long-Term Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Ireland-
based paper and packaging producer Smurfit Kappa Group PLC
(Smurfit Kappa) to positive from stable. At the same time, all of
the ratings on the group, including the 'BB-' long-term corporate
credit rating, were affirmed.

The outlook revision reflects Smurfit Kappa's improved operating
and financial performance, which has translated into credit
measures that are in line with the current rating. "Combined with
our expectations of favorable market conditions over the near
term, and debt reduction efforts, we believe that the group can
continue to improve its credit measures over the near term," S&P
related.

On March 31, 2011, Smurfit Kappa had 12-month funds from
operations (FFO) to debt of 15.7%. This compared with our guidance
ratio at the current rating level of about 15% and marked an
improvement from levels of below 12% in 2009 and the first half of
2010. Adjusted debt to EBITDA reached 4x over the same period.
"Although these measures are indicative of the group's current
'aggressive' financial risk profile, we believe that there is a
meaningful likelihood that Smurfit Kappa could achieve levels over
the near term which would make us consider revising the financial
risk profile to 'significant.' This could translate into an
upgrade. Our financial base case indicates the possibility that
Smurfit Kappa's performance could improve to this extent by the
end of 2011. If the group achieves FFO to debt of above 20% and
debt to EBITDA of below 4x, this could be a trigger for us to
review the rating with a view to an upgrade," S&P noted.

Key elements in S&P's assumptions for its current financial base
case include:

    * Continued near-term EBITDA growth with full-year 2011 EBITDA
      reaching well above EUR1 billion. "We base this on good
      pricing momentum for boxes on the back of already executed
      containerboard price increases. We are also assuming that
      Smurfit Kappa can maintain high margins in its Latin
      American operations," S&P related.

    * "Continued benefits from cost saving efforts, supported by,
      in our view, a good record of efficiency programs," S&P
      stated.

    * "Despite our expectations of higher capital expenditure, we
      believe that free operating cash flows will improve and
      contribute to adjusted debt reductions," according to S&P.

"Besides these factors, we consider the group's strong liquidity
profile, and what we perceive as a less aggressive financial
policy as additional supporting elements for the outlook
revision," S&P said.

The ratings on Smurfit Kappa continue to reflect its aggressive
financial risk profile, exposure to volatile raw material prices,
and cyclical industry conditions. Balancing these risk factors are
the group's fair business risk profile, supported by Smurfit
Kappa's leading position in the European containerboard and
corrugated board markets, good geographic diversity, and high
level of forward integrated operations. As of March 31, 2011, the
group had adjusted debt of about EUR3.9 billion.

The positive outlook reflects an improvement in market conditions,
operating performance, and credit metrics, combined with good
prospects for further improvements in 2011. It also reflects the
group's focus on debt reduction.


* IRELAND: EU Countries Should Share Crisis Costs, IMF Hints
------------------------------------------------------------
Dan O'Brien at The Irish Times reports that the International
Monetary Fund has issued its strongest hint yet that other
European countries and EU institutions should share the costs of
Ireland's banking crisis.

The Irish Times relates that during a telephone conference on
Friday, Ajai Chopra, the most senior fund official dealing with
the Ireland brief, said Ireland's problems were "a shared European
problem that requires a shared European solution".  Mr. Chopra, as
cited by The Irish Times, said that more European funding is
needed to be made available for bailed-out countries if the euro
area crisis is to be contained.  He said the bailout mechanism
needed to provide the "right amount of financing, on the right
terms and for the right duration," the report notes.

The countries concerned cannot do it alone and a "disproportionate
burden" was being placed upon them by budgetary cuts that "may not
be economically or politically feasible," Mr. Chopra said, as
cited by The Irish Times.

Mr. Chopra also suggested that the European Central Bank should
provide medium-term funding to the Irish banking system, The Irish
Times notes.


=========
I T A L Y
=========


APULIA FINANCE: Moody's Reviews Notes in RMBS Transactions
----------------------------------------------------------
Moody's has placed under review for possible downgrade, due to
worse-than-expected collateral performance, 15 classes of notes
issued in these seven Italian RMBS transactions:

   -- Apulia Finance N. 4 S.r.l., Class C Notes

   -- Apulia Finance N. 4 S.r.l. - Series 2008-2, Class A Notes

   -- Berica 6 Residential MBS S.r.l., Class B, C and D Notes

   -- Eurohome (Italy) Mortgages S.r.l., Class A, B, C and D Notes

   -- Eurohome Mortgages 2007-1 plc, Class A and B Notes

   -- Sestante Finance S.r.l. - Series 2004, Class B, C1 and C2
      Notes

   -- Sestante Finance S.r.l. - Series 2005, Class C1 Notes

REVIEW PROCESS

The update follows the review of the entire Italian RMBS sector,
comprising 103 outstanding transactions rated by Moody's.  As part
of the review, Moody's has taken into account, in particular,
these factors:

   -- The performance trends of the underlying mortgage
      portfolios, as evidenced by historical arrears, repayment
      rates, defaults and recoveries under each pool

   -- The Italian macroeconomic outlook and the current negative
      outlook for Italian RMBS

   -- The total defaults and losses assumed so far for the
      securitised portfolios

   -- Any deviation of the portfolio credit trends from these
      assumptions

   -- The levels and trends in the credit enhancement available
      under the rated notes

The mortgage portfolios in the Affected Transactions have shown a
performance worse than what was previously assumed by Moody's. The
credit enhancement available in these transactions is not
sufficient to support the ratings of the Affected Notes in
scenarios with higher loss assumptions for the portfolios. As a
result, Moody's has placed the notes on review for possible
downgrade.

In order to complete the review of the Affected Notes, Moody's
will reassess for each portfolio its lifetime loss expectation
reflecting the collateral performance to date as well as the
future macro-economic environment. Moody's will also request,
whenever not already available, updated loan-by-loan information
to revise its MILAN Aaa credit enhancement. Loan-by-loan
information will also permit Moody's to validate its assumptions
with regards to which loans have a higher default propensity. The
lifetime loss and the MILAN Aaa credit enhancement are the key
parameters used by Moody's to calibrate its loss distribution
curve, which is one of the core inputs into Moody's cash-flow
model.

ADDITIONAL TRANSACTIONS

During the review of the Italian RMBS sector, Moody's has also
identified other 18 transactions (the "Additional Transactions")
in which the performance of the mortgage portfolios is worse than
previously assumed by Moody's. In the Additional Transactions,
however, the credit enhancement available is sufficient to support
the ratings of all notes with the revised loss assumptions for the
portfolios.

OUTLOOK

Moody's has factored into its analysis the negative sector outlook
for Italian RMBS. The sector outlook reflects these expectations
of key macro-economic indicators: GDP to grow by 1.0% in 2011, vs.
1.2% in 2010, unemployment to increase to 8.8% by 2011 from 8.5%
in 2010, house prices to increase by 1.2% in 2011 after having
decreased by 2.5% in 2010 and ECB policy interest rates to
increase by approximately 50 bps by the end of 2011.

Moody's notes that the Italian Parliament has recently passed a
new legislation, giving the borrowers who satisfy certain
eligibility criteria the legal right to switch from a floating-
rate to a fixed-rate mortgage. Moody's views this change as credit
negative for Italian RMBS, because most Italian RMBS transactions
do not have a hedging mechanism protecting the transaction from
the potential decreases in spread produced by the rate switch.
Although the effects of the change are not immediately visible due
to the current low interest rate environment, Moody's will
incorporate this risk during the rating reviews. For more
information please refer to "Mortgage Renegotiation Framework Is
Credit Negative for Italian RMBS when Interest Rates Rise",
published in the May 2011 issue of Credit Insight.

TRANSACTION OVERVIEWS

Apulia Finance N. 4 S.r.l. closed in December 2006 and the current
mortgage pool factor is 54%. Loans delinquent by more than 30 days
and gross cumulative defaults to date, as a percentage of the
original portfolio balance, amount to approximately 3.3% and 4.4%
respectively. The reserve fund in the transaction equals
approximately EUR8.4 million, corresponding to 73% of its target
level.

Apulia Finance N. 4 S.r.l. - Series 2008-2 closed in November 2008
and the current mortgage pool factor is 77%. Loans delinquent by
more than 30 days and gross cumulative defaults to date, as a
percentage of the original portfolio balance, amount to
approximately 7.4% and 3.4% respectively. The reserve fund in the
transaction equals approximately EUR2.2 million, corresponding to
23% of its target level. Moody's is aware that the originator
recently bought back from the issuer the defaulted loans
outstanding in the transaction. In its analysis, Moody's has taken
into account that, as a result, the proceeds from the sale are
expected to flow through the waterfall and replenish the reserve
fund at the next interest payment date.

Berica 6 Residential MBS S.r.l. closed in February 2006 and the
current mortgage pool factor is 50%. Loans delinquent by more than
30 days and gross cumulative defaults to date, as a percentage of
the original portfolio balance, amount to approximately 3.2% and
6.0% respectively (vs. net cumulative defaults of 2.3%). The
reserve fund in the transaction equals approximately EUR3.3
million, corresponding to 18% of its target level.

Eurohome (Italy) Mortgages S.r.l. closed in January 2008 and the
current mortgage pool factor is 70%. Loans delinquent by more than
30 days and gross cumulative defaults to date, as a percentage of
the original portfolio balance, amount to approximately 9.5% and
14.2% respectively. The reserve fund in the transaction has been
completely depleted and the outstanding unpaid principal
deficiency ledger amounts to approximately EUR23.3 million.

Eurohome Mortgages 2007-1 plc closed in July 2007. The transaction
is backed by both a German and an Italian mortgage portfolio.
While the German portfolio is still performing in line with
Moody's expectations, the performance of the Italian mortgages is
deviating from Moody's latest assumption. Loans delinquent by more
than 30 days and gross cumulative defaults to date in the Italian
pool, as a percentage of the original Italian portfolio balance,
amount to approximately 8.0% and 14.7% respectively. The reserve
fund in the transaction has been completely depleted and the
outstanding unpaid principal deficiency ledger amounts to
approximately EUR17.7 million.

Sestante Finance S.r.l. - Series 2004 closed in December 2004 and
the current mortgage pool factor is 40%. Loans delinquent by more
than 30 days and gross cumulative defaults to date, as a
percentage of the original portfolio balance, amount to
approximately 2.4% and 5.9% respectively. The reserve fund in the
transaction has been completely depleted and the outstanding
unpaid principal deficiency ledger amounts to approximately EUR5.5
million.

Sestante Finance S.r.l. - Series 2005 closed in December 2005 and
the current mortgage pool factor is 46%. Loans delinquent by more
than 30 days and gross cumulative defaults to date, as a
percentage of the original portfolio balance, amount to
approximately 2.7% and 6.0% respectively. The reserve fund in the
transaction has been completely depleted and the outstanding
unpaid principal deficiency ledger amounts to approximately
EUR11.5 million.

LIST OF AFFECTED NOTES

Issuer: Apulia Finance N. 4 S.r.l.

   -- EUR19.1M C Notes, A2 (sf) Placed Under Review for Possible
      Downgrade; previously on Dec 14, 2006 Definitive Rating
      Assigned A2 (sf)

Issuer: Apulia Finance N. 4 S.r.l. - Series 2008-2

   -- EUR288.45M A Notes, Aaa (sf) Placed Under Review for
      Possible Downgrade; previously on Nov 28, 2008 Assigned Aaa
      (sf)

Issuer: Berica 6 Residential MBS S.r.l.

   -- EUR42.8M B Notes, A1 (sf) Placed Under Review for Possible
      Downgrade; previously on Mar 10, 2009 Confirmed at A1 (sf)

   -- EUR28.6M C Notes, Baa3 (sf) Placed Under Review for Possible
      Downgrade; previously on Mar 10, 2009 Downgraded to Baa3
      (sf)

   -- EUR8.565M D Notes, B3 (sf) Placed Under Review for Possible
      Downgrade; previously on Mar 10, 2009 Downgraded to B3 (sf)

Issuer: Eurohome (Italy) Mortgages S.r.l.

   -- EUR211.95M A Notes, Aa1 (sf) Placed Under Review for
      Possible Downgrade; previously on May 18, 2009 Downgraded to
      Aa1 (sf)

   -- EUR15.9M B Notes, A3 (sf) Placed Under Review for Possible
      Downgrade; previously on May 18, 2009 Downgraded to A3 (sf)

   -- EUR11.55M C Notes, Ba1 (sf) Placed Under Review for Possible
      Downgrade; previously on May 18, 2009 Downgraded to Ba1 (sf)

   -- EUR7.2M D Notes, Caa1 (sf) Placed Under Review for Possible
      Downgrade; previously on May 18, 2009 Downgraded to Caa1
      (sf)

Issuer: Eurohome Mortgages 2007-1 plc

   -- EUR262.5M A Certificate, A2 (sf) Placed Under Review for
      Possible Downgrade; previously on Feb 26, 2010 Downgraded to
      A2 (sf)

   -- EUR15M B Certificate, B1 (sf) Placed Under Review for
      Possible Downgrade; previously on Feb 26, 2010 Downgraded to
      B1 (sf)

Issuer: Sestante Finance Srl Series 2004

   -- EUR34.4M B Notes, Aa3 (sf) Placed Under Review for Possible
      Downgrade; previously on Dec 18, 2009 Confirmed at Aa3 (sf)

   -- EUR15.6M C1 Notes, Ba1 (sf) Placed Under Review for Possible
      Downgrade; previously on Dec 18, 2009 Downgraded to Ba1 (sf)

   -- EUR21.9M C2 Notes, Ba3 (sf) Placed Under Review for Possible
      Downgrade; previously on Dec 18, 2009 Downgraded to Ba3 (sf)

Issuer: Sestante Finance Srl - Series 2005

   -- EUR21.5M C1 Notes, Ba3 (sf) Placed Under Review for Possible
      Downgrade; previously on Dec 18, 2009 Downgraded to Ba3 (sf)

Moody's ratings address the expected loss posed to investors by
the legal final maturity of the notes. Moody's ratings address
only the credit risks associated with the transactions. Other non-
credit risks have not been addressed, but may have a significant
effect on yield to investors.

Moody's will continue to monitor closely the above transactions.
The principal methodology used in rating and/or monitoring these
transactions were "Moody's Approach to Rating RMBS in Europe,
Middle East, and Africa" published in October 2009.

Other Methodologies include "Moody's Approach to Rating Italian
RMBS", published in December 2004, "Revising Default/Loss
Assumptions Over the Life of an ABS/RMBS Transaction" published in
December 2008 and "Cash Flow Analysis in EMEA RMBS: Testing
Features with the MARCO Model (Moody's Analyser of Residential
Cash Flows)", published in January 2006 available on
www.moodys.com in the Rating Methodologies sub-directory under the
Research & Ratings tab. Other methodologies and factors that may
have been considered in the process of rating these issuers can
also be found in the Rating Methodologies sub-directory on Moody's
website.

The lead analyst and rating office for each of the transactions
affected are generally different from the contact and office
listed at the end of this press release. For each transaction, the
lead analyst name is available on the issuer page and the rating
office is available on the ratings tab of the issuer on
www.moodys.com.


SEAT PAGINE: Mulls Financial Restructuring in 2012
--------------------------------------------------
Salamander Davoudi at The Financial Times reports that a
significant financial restructuring is expected in the next year
for Seat Pagine Gialle, one of the most highly leveraged media
companies in Europe with a capital structure that the company
itself acknowledges is unsustainable.

"The process is at a very early stage.  We are exploring all the
options available to us," the FT quotes Mr. Cappellini, who
appointed Rothschild and Linklaters to advise on restructuring
talks, as saying.

Seat Pagine has net debt of EUR2.7 billion (US$4.4 billion), which
is 5.2 times earnings before interest, tax, depreciation and
amortization, the FT discloses.  The group must repay EUR1.4
billion of senior debt before 2014, the FT notes.

According to the FT, a private equity consortium including CVC and
Permira of the UK and Italy's Investitori Associati, which
together own 49% of the company, could see their holdings diluted
in a refinancing.

"Seat generated around EUR414 million of cash flow last year of
which EUR250 million went to pay interest on debt and EUR100
million went on tax," Massimo Cristofori, the chief financial
officer, as cited by the FT, said.

The group has been hit by falling sales of print products and last
year it generated EUR480 million of EBITDA, an 8.4% fall from
2009, the FT discloses.

According to the FT, the group's managers believe earnings should
stabilize by 2013.

The FT notes that analysts and the company say Seat is expected to
have adequate liquidity and covenant headroom before needing to
complete a refinancing when a big chunk of its debt matures in
2014.

Bondholders are gearing up for formal negotiations, the FT says.
A debt-for-equity swap that will reduce net debt to EBITDA to
three to four times is a likely outcome, the FT states.

However, the reworking of the debt, which is expected to take 12
months, is challenging.  There are many creditors spread across
numerous legal jurisdictions including Luxembourg, the UK, the US
and Italy, the FT notes.  "It will be very difficult to convince
third parties and some stockholders that they need a big
restructuring of the company," the FT quotes an Italy-based media
analyst as saying.

Seat Pagine Gialle SpA (PG IM) -- http://www.seat.it/-- is an
Italy-based company that operates multimedia platform for
assisting in the development of business contacts between users
and advertisers.  It is active in the sector of multimedia
profiled advertising, offering print-voice-online directories,
products for the Internet and for satellite and ortophotometric
navigation, and communication services such as one-to-one
marketing.  Its products include EuroPages, PgineBianche,
Tuttocitta and EuroCompass, among others.  Its activity is divided
into four divisions: Directories Italia, operating through, Seat
Pagine Gialle; Directories UK, through TDL Infomedia Ltd. and its
subsidiary Thomson Directories Ltd.; Directory Assistance, through
Telegate AG, Telegate Italia Srl, 11881 Nueva Informacion
Telefonica SAU, Telegate 118 000 Sarl, Telegate Media AG and
Prontoseat Srl, and Other Activitites division, through Consodata
SpA, Cipi SpA, Europages SA, Wer liefert was GmbH and Katalog
Yayin ve Tanitim Hizmetleri AS.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on March 25,
2011, Standard & Poor's Ratings Services said that it lowered to
'CCC+' from 'B-' its long-term corporate credit rating on Italian-
based international publisher of classified directories SEAT
PagineGialle SpA.  The outlook is negative.


SEAT PAGINE: Moody's Cuts Corporate Family Rating to 'Caa3'
-----------------------------------------------------------
Moody's Investors Service has downgraded to Caa3 from Caa1 the
corporate family rating (CFR) and the probability of default
rating (PDR) of Seat Pagine Gialle SpA ("SEAT"). Concurrently,
Moody's has downgraded to Caa1 from B3 the rating on SEAT's EUR550
million senior secured notes due 2017; and to Ca from Caa2 the
rating on the EUR1.3 billion 8% senior notes due 2014, issued by
Lighthouse International Company SA. The outlook remains negative.

RATINGS RATIONALE

The rating action follows the company's recent announcement that
it had appointed financial advisors to explore financial options
to ensure a long term stabilization of the company's financial
structure. It also reflects Moody's view that the company is
highly likely to implement a material debt restructuring exercise
within the next twelve months.

During the past two quarters, SEAT's liquidity profile has
deteriorated. Moody's expects it to worsen further over the next
year as the company:(i) plans to terminate its securitization
program; (ii) will need to fund the gap for the portion of
receivables no longer monetized; and (iii) faces significant debt
coming due in June 2012, including its EUR90 million revolver
(which was fully drawn at March 31, 2011), although Moody's notes
that the recent legal judgment related to data cost reclamations
in favour of Telegate could bring some liquidity sources to the
company in the next 12 months.

Moody's believes that a successful continuation of SEAT's
operations will require substantially reduced indebtedness. The
CFR therefore also reflects Moody's assumption that group recovery
could be close to 50%. The Ca rating on the 2014 Lighthouse notes
reflects the position of those instruments as the most junior debt
within SEAT's capital structure. The Caa1 rating of the 2017
senior secured notes -- two notches above the CFR -- reflects the
senior position of those instruments in the capital structure,
which however may still incur some loss in the event of a material
capital restructuring.

Whilst a positive rating action is unlikely, SEAT's ratings could
be downgraded at a default.

Moody's previous rating action on SEAT was implemented on
November 29, 2010, when the rating agency downgraded SEAT's CFR to
Caa1.

Seat Pagine Gialle SpA's ratings were assigned by evaluating
factors that Moody's considers relevant to the credit profile of
the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
Seat Pagine Gialle SpA's core industry and believes Seat Pagine
Gialle SpA's ratings are comparable to those of other issuers with
similar credit risk. Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Headquartered in Turin, Italy, SEAT is the leading publisher and
provider of directory services in Italy and, through its wholly-
owned subsidiary, TDL, is the number three directories publisher
in the UK. SEAT also has a presence in Germany through Telegate,
the second-largest player in the German directory-assistance
market.


===================
L U X E M B O U R G
===================


GSC EUROPEAN: Moody's Raises Ratings on 3 Classes of Notes to 'B1'
------------------------------------------------------------------
Moody's Investors Service took rating actions on notes issued by
GSC European CDO II S.A..

   -- EUR266,000,000 Class A1 Floating Rate Notes Notes due July
      2020 (current outstanding balance of EUR230,485,326),
      Upgraded to Aa3 (sf); previously on Dec 8, 2009 Downgraded
      to A2 (sf)

   -- EUR10,000,000 Class A2 Zero Coupon Accreting Notes Notes due
      July 2020 (current outstanding balance of EUR8,664,862),
      Upgraded to Aa3 (sf); previously on Dec 8, 2009 Downgraded
      to A2 (sf)

   -- EUR25,000,000 Class B Floating Rate Notes Notes due July
      2020, Upgraded to Baa2 (sf); previously on Dec 8, 2009
      Downgraded to Ba1 (sf)

   -- EUR16,500,000 Class C1 Floating Rate Notes Notes due July
      2020, Upgraded to B1 (sf); previously on Dec 8, 2009
      Downgraded to B3 (sf)

   -- EUR11,000,000 Class C2 Fixed Rate Notes Notes due July 2020,
      Upgraded to B1 (sf); previously on Dec 8, 2009 Downgraded to
      B3 (sf)

   -- EUR4,000,000 Combination V Notes due July 2020, Upgraded to
      B1 (sf); previously on Dec 8, 2009 Downgraded to B3 (sf)

RATINGS RATIONALE

GSC European CDO II S.A., issued in June 2005, is a managed cash
leveraged loan collateralized loan obligation with exposure to
predominantly European senior secured loans, as well as some
mezzanine and second lien loan exposure.

According to Moody's, the rating actions taken on the notes result
primarily from the delevering of the Class A Notes, which have
been paid down by approximately 12% or Euro 32 million since the
rating action in December 2009. The delevering is a result of the
end of the deal's reinvestment period as well as the breach of the
overcollateralization tests. In addition to principal pay downs,
excess spread is being diverted to pay down Class A Notes as a
result of the failure. The diversion will continue until Class D
overcollateralization ratio is brought back to the test levels at
103.4%. As a result of the delevering, the overcollateralization
ratios have increased since the rating action in December 2009. As
of the latest trustee report dated April 15, 2011, the Class AB,
Class C, Class D and Class E overcollateralization ratios are
reported at 118.34%, 107.18%, 100.55% and 96.36%, respectively,
versus September 2009 levels of 113.72%, 104.06%, 98.46% and
95.13%%, respectively.

Moody's notes that the credit profile of the underlying portfolio
has been slightly deteriorated since the last rating action. Based
on the April 2011 trustee report, the weighted average rating
factor is 3437 compared to 2933 in September 2009. The proportion
of obligors rated Caa1 and below as computed by Moody's has also
increased from 20% to 22.65% over the same period. However, the
deal experienced a decrease in defaults. In particular, the dollar
amount of defaulted securities reported in the investor report has
decreased to about Euro 22.5 million from approximately Euro 49
million in September 2009.

In its base case, Moody's analyzed the underlying collateral pool
to have a performing par and principal proceeds balance of EUR320
million, defaulted par of EUR28 million, an adjusted weighted
average rating factor (WARF) of 4690, a weighted average recovery
rate upon default of 53.81%, and a diversity score of 34.

Moody's also ran sensitivity analyses on key parameters for the
rated notes. For instance, modelling the portfolio using a
weighted average life (WAL) greater by one year compared to the
current WAL to capture the potential impact of asset maturity
extensions had an impact of about 1 notch on the model output
across the capital structure. In addition, WARF level at 4128 was
also tested (implying a decrease of the default probability stress
from 30% to 15%). The impact on the senior and junior notes was
less than 1 notch from the base case model outputs and less than 2
notches on the mezzanine notes.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2014 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior, and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1) Delevering: The main source of uncertainty in this transaction
   is whether delevering from unscheduled principal proceeds will
   continue and at what pace. Delevering may accelerate due to
   high prepayment levels in the loan market and/or collateral
   sales by the manager, which may have significant impact on the
   notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations in
   defaulted assets reported by the trustee and those assumed to
   be defaulted by Moody's may create volatility in the deal's
   overcollateralization levels. Further, the timing of recoveries
   and the manager's decision to work out versus sell defaulted
   assets create additional uncertainties. Moody's analyzed
   defaulted recoveries assuming the lower of the market price and
   the recovery rate in order to account for potential volatility
   in market prices.

3) Weighted average life: The notes' ratings are sensitive to the
   weighted average life assumption of the portfolio, which may be
   extended due to the manager's decision to reinvest into new
   issue loans or other loans with longer maturities and/or
   participate in amend-to-extend offerings. Moody's tested for a
   possible extension of the actual weighted average life in its
   analysis.

4) Management continuity: GSC Group, Inc. has recently filed a
   motion with the bankruptcy court to sell its investment
   management contracts. Until a new manager is appointed GSC will
   continue to manage the transaction under Chapter 11 protection.
   There is some uncertainty as to whether a new manager will be
   found to take over this transaction and how well a transition
   to a new manager is going to be handled.

The principal methodology used in these ratings was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
August 2009. Under this methodology, Moody's used its Binomial
Expansion Technique, whereby the pool is represented by
independent identical assets, the number of which is being
determined by the diversity score of the portfolio. The default
and recovery properties of the collateral pool are incorporated in
a cash flow model where the default probabilities are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability range is derived from the
credit quality of the collateral pool, and Moody's expectation of
the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority and jurisdiction of the assets in the collateral pool.

The cash flow model used for this transaction, whose description
can be found in the methodology listed above, is Moody's CDOEdge
model.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" and "Annual Sector Review (2009): Global CLOs", key
model inputs used by Moody's in its analysis, such as par amount,
weighted average rating factor, diversity score, and weighted
average recovery rate, may be different from the trustee's
reported numbers.

Moody's also notes that around 84% of the collateral pool consists
of debt obligations whose credit quality has been assessed through
Moody's credit estimates.

Moody's Investors Service did not receive or take into account a
third-party due diligence report on the underlying assets or
financial instruments related to the monitoring of this
transaction in the past six months.

In addition to the quantitative factors that are explicitly
modelled, qualitative factors are part of the rating committee
considerations. These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features, the collateral manager's track record, and
the potential for selection bias in the portfolio. All information
available to rating committees, including macroeconomic forecasts,
input from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, may influence the final rating decision.


KION FINANCE: Moody's Assigns 'B2' Rating to EUR500MM Notes
-----------------------------------------------------------
Moody's Investors Service assigned a definitive B2 rating to the
EUR500 million senior secured notes due in 2018 issued by KION
Finance S.A.  The outlook for the rating is stable.

Assignments:

   Issuer: Kion Finance S.A.

   -- Senior Secured Regular Bond/Debenture, Assigned a 24 - LGD2
      to B2

RATINGS RATIONALE

Kion Finance has issued EUR500 million in senior secured notes.
The company is incorporated in Luxembourg as a special purpose
vehicle created solely for the purpose to issue the senior secured
notes to finance a term loan facility ("Notes Credit Facility") in
the same amount to Linde Material Handling GmbH, a wholly-owned
subsidiary of KION Group GmbH (KION). The terms of the Notes
Credit Facility have been recorded as facility H under KION's
Senior Facility Agreement. KION used the funds raised to pay down
existing first lien debt and to improve its debt maturity
structure. The Notes are subject to standard high yield incurrence
based covenants and Noteholders indirectly benefit from the first
ranking security including upstream guarantees from KION's major
subsidiaries. However, Moody's notes that the holders of the notes
have only indirect recourse to the borrower of facility H so that
in an enforcement scenario they would have to enforce the security
interests in the Notes Credit Facility, and subsequently enforce
the collateral granted in favour of the Notes Credit Facility.

The B3 Corporate Family Rating rating balances (i) KION's strong
global position in the market for forklift trucks and material
handling equipment, (ii) the balancing effect resulting from well
diversified end markets and (iii) the continued shareholders'
commitment evidenced by granting a EUR100 million PIK loan during
the crisis with (iv) a high debt burden resulting from the LBO in
2006, (v) the cyclicality of the business but with a relatively
stable service business, (vi) a continued cash burn in 2010
partially due to high interest payment and cash outflow for
restructuring and (vii) a low share of revenues generated outside
of Europe but with strong market positions e.g. in China for
trucks in the higher quality segment where the company is no.1 of
international competitors or in Brazil where they are no 2. KION's
liquidity position is considered to be solid, cash and
availability under the revolving credit facility are estimated to
be sufficient to cover expected liquidity needs, headroom under
the financial covenants is sufficient and is currently expected to
remain sufficient. However, given the company's high leverage
(17.4x Debt / EBITDA in 2010 as adjusted by Moody's and based on
Moody's captive finance methodology), which is expected to improve
during 2011 primarily driven by increasing EBITDA. The rating is
prospective and is underpinned by the strong business profile and
group's ongoing restructuring activities which now aim to turn the
more short-term effects from actions taken during the crisis into
sustainable improvements.

In its liquidity analysis, Moody's assumed KION's liquidity needs
for 2011 estimated to amount about EUR350 million, to be well
covered by EUR250 million available cash, funds from operations
expected to reach EUR200 million and EUR241 million availability
under the EUR300 million revolving credit facility, which matures
in December 2013. Moody's notes that the bank credit facilities
are subject to financial covenants with currently substantial
leeway.

Structural Considerations

Moody's has assigned a Corporate Family Rating (CFR) of B3 and a
probability of default rating (PDR) of Caa1 to KION. The PDR is
one notch below the CFR, reflecting the expected recovery rate of
65% assumed by Moody's typically for an all bank loan capital
structure. This reflects Moody's view that the senior secured on-
lending of the proceeds from the notes issuance establishes a
claims position for the note-holders that is broadly equivalent to
that of existing lenders under KION's Senior Facility Agreement.
In Moody's loss given default assessment Moody's has ranked the
new Senior Secured Notes to be issued by Kion Finance as well as
the trade payables in line with the first lien debt. Albeit the
indirect legal structure used in this case -- issuance of the
notes via an SPV, on-lending the funds raised into the group as a
new facility under the existing Senior Facilities Agreement --
somehow weakens the position of the Noteholders with regard to
active management in a default scenario, Moody's notes that the
Noteholders are pari passu with the other First Lien Lenders. The
B2-instrument rating assigned to the notes (LGD2, 24%) reflects
the preferred status against the other financial liabilities.
Given that the EUR201 million second lien debt still benefits from
the security package it gets a higher rank in the debt waterfall
than the remaining unsecured debt comprising the liabilities under
finance leases, net pension obligations and local debt at
subsidiary level.

The outlook on the ratings is stable. This mirrors the fact that
the currently running second wave of KION's restructuring program
"KIARA" will limit the company's capacity to materially reduce its
net debt position. A turnaround of the recent trend of debt
increases, however, could assist in improving the financial
condition of the franchise and therefore would be a precondition
for considering a positive move of the rating.

Upside rating pressure could build if Kion would be able to
sustainably reduce its debt load towards the level seen in 2007,
supporting a reduction of leverage below 7x Debt / EBITDA (all
metrics as adjusted by Moody's). In addition, a B2 Corporate
Family Rating would require operating margin to improve to high
single digits, interest cover above 1.5x EBIT / interest expense
and free cash flow coverage to reach 2% of debt, all on a
sustainable basis.

Likewise downward pressure would build if the company is unable to
reap the benefits of its restructuring program, if the increase in
net debt continues, if interest cover remains below 1.0x or if the
headroom under the financial covenants becomes a concern to
Moody's.

The principal methodology used in rating KION Group GmbH and Kion
Finance S.A. was Moody's Global Heavy Manufacturing Rating
Methodology, published in November 2009. Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009.

KION GROUP GmbH, headquartered in Wiesbaden, is an international
producer of forklift trucks and material handling equipment with
more than 100 years of corporate history. The group, which has 18
production sites including hydraulics and components globally was
spun-off from Linde AG in 2006, follows a multi-brand strategy,
holds a market-leading position in its business in Europe and
ranks second on a global basis. During 2010 it generated revenues
of EUR3.5 billion with a workforce of around 20,000 employees.


=====================
N E T H E R L A N D S
=====================


GREEN LION: Moody's Assigns 'Ba1' Rating to Class D Notes Due 2095
------------------------------------------------------------------
Moody's Investors Service has assigned definitive credit ratings
to these classes of notes issued by Green Lion II B.V

   -- Aaa (sf) to Euro 2,786.6 million floating rate Senior Class
      A1 Mortgage-Backed Notes 2011 due 2095

   -- Aaa (sf) to Euro 2,786.6 million floating rate Senior Class
      A2 Mortgage-Backed Notes 2011 due 2095

   -- Aaa (sf) to Euro 2,786.6 million floating rate Senior Class
      A3 Mortgage-Backed Notes 2011 due 2095

   -- Aaa (sf) to Euro 1,504.9 million floating rate Senior Class
      A4 Mortgage-Backed Notes 2011 due 2095

   -- Aa2 (sf) to Euro 523.9 million floating rate Mezzanine Class
      B Mortgage-Backed Notes 2011 due 2095

   -- A2 (sf) to Euro 223.0 million floating rate Mezzanine Class
      C Mortgage-Backed Notes 2011 due 2095

   -- Ba1 (sf) to Euro 535.0 million floating rate Subordinated
      Class D Mortgage-Backed Notes 2011 due 2095

RATINGS RATIONALE

The transaction represents the first securitization rated by
Moody's of Dutch prime mortgage loans backed by residential
properties located in the Netherlands and originated by Nationale-
Nederlanden Levensverzekering Maatschappij N.V. ("NNLM"; not
rated) and RVS Levensverzekering N.V. ("RVS"; not rated), both
wholly owned subsidiaries of ING Verzekeringen N.V. (Baa1/P-2).
The portfolio will be serviced by WestlandUtrecht Bank N.V.
("WestlandUtrecht"; not rated), wholly owned subsidiary of ING
Bank N.V.(Aa3/P-1). All companies form part of ING Groep N.V.

The ratings of the notes take into account the credit quality of
the underlying mortgage loan pool, from which Moody's determined
the MILAN Aaa Credit Enhancement and the portfolio expected loss.

The expected portfolio loss of 0.90% of the portfolio at closing
and the MILAN Aaa Credit Enhancement of 10.2% served as input
parameters for Moody's cash flow model. This model is based on a
probabilistic lognormal distribution as described in the report
"The Lognormal Method Applied to ABS Analysis", published in
September 2000.

The MILAN Aaa Credit Enhancement number is higher than other
recently closed static prime Dutch RMBS transactions. The key
drivers for the metric are (i) the weighted average loan-to-
foreclosure-value (LTFV) of 102.5%, which is higher than other
Dutch RMBS transactions, (ii) the weighted average seasoning of
4.8 years and (iii) the benefit from NHG guarantee for 20.2% of
the current balance of the pool, which is higher than other Dutch
RMBS transactions.

Furthermore, the pool contains 24.9% of interest only loan parts
that do not benefit from any repayment vehicle and that do not
have a final maturity date. This distinguishes the pool from other
prime pools in the Dutch market. Moody's applied an additional
adjustment in the MILAN model for these loan parts, because
Moody's views these loans to be riskier than the benchmark loan.
Moody's is concerned about higher default frequencies, because the
borrowers die before the repayment of the loan.

The key drivers for the portfolio expected loss are (i) the
performance of the originators' books, (ii) the performance of the
originators' precedent transaction (not rated by Moody's) and
(iii) benchmarking with comparable transactions and originators in
the Dutch market. The arrears levels in the originators' books are
higher than the levels Moody's generally sees in the Dutch market.
Moody's therefore expect higher losses for this portfolio in
comparison to other pools in Dutch RMBS transactions.

Furthermore, approximately 20.5% of the portfolio is linked to
life insurance policies (life mortgage loans), which are exposed
to set-off risk in case an insurance company goes bankrupt. The
seller has provided loan-by-loan insurance company counterparty
data, which Moody's used in the analysis of the set-off risk.

An unusual feature of this transaction is that from June 2017,
every six months the issuer has the option to partially redeem the
notes in amount of EUR 500,000,000. This redemption will be
applied sequentially to the outstanding notes. Normally, Moody's
does not assume that call options are exercised. However, for this
transaction, because the redemption are partial, Moody's was
concerned about the potential reduced value of excess spread
following these partial optional redemptions. Moody's therefore
accounted for these partial optional redemptions in the cash flow
analysis.

A reserve fund is funded at 1.0% per cent of the total notes
outstanding at closing. After the first optional redemption date
in June 2021, the reserve fund will amortize to 0.5% of the
original note balance.

ING Bank N.V. ("ING Bank", rated Aa3/P-1) acts as back-up servicer
in this transaction. If the servicing by WestlandUtrecht is
terminated, ING is contractually obliged to take over the
servicing of the mortgage loans. WestlandUtrecht also performs the
role of issuer administrator, which includes cash management
activities. There is no back-up arrangement in place for the
issuer administration activities. If the issuer administration
activities are terminated, the issuer will appoint a new issuer
administrator. In analysing the operational risks in this
transaction, Moody's relied on the fact that WestlandUtrecht is
wholly owned by ING Bank. Should the ownership of WestlandUtrecht
change, this might result in a review of the ratings for
operational risk.

The rating addresses the expected loss posed to investors by the
legal final maturity of the notes. In Moody's opinion, the
structure allows for timely payment of interest and principal with
respect of the notes by the legal final maturity. Moody's ratings
only address the credit risk associated with the transaction.
Other non-credit risks have not been addressed, but may have a
significant effect on yield to investors.

The V-Score for this transaction is Low/Medium, which is in line
with the V-Score assigned for the Dutch RMBS sector, mainly due to
the fact that it is a standard Dutch prime RMBS structure. The
primary source of uncertainty surrounding Moody's assumptions is
regarding the quality of historical data received on the
originators' book and the level of arrears. Furthermore, the
partial optional redemptions in this structure required additional
analysis on the cash flow modelling, which was slightly more
complex than the standard Dutch transaction. Another source of
uncertainty constitutes the proportion of loan parts with no
maturity date.

V-Scores are a relative assessment of the quality of available
credit information and of the degree of dependence on various
assumptions used in determining the rating. High variability in
key assumptions could expose a rating to more likelihood of rating
changes. The V-Score has been assigned accordingly to the report
"V-Scores and Parameter Sensitivities in the Major EMEA RMBS
Sectors" published in April 2009.

Moody's Parameter Sensitivities: If the MILAN Aaa CE was increased
from 10.2% to 16.3% (a stress of 1.6 times), the model output
indicates that the class A1, A2 and A3 would still achieve Aaa
assuming that the portfolio expected loss remains at 0.90% and all
other factors remain equal. If the MILAN Aaa CE was increased from
10.2% to 12.2% (a stress of 1.2 times), the model output indicates
that the class A4 would achieve Aa1, assuming a portfolio expected
loss of 0.90%. If the portfolio expected loss was increased from
0.90% of original balance to 2.70 % of original balance and if the
MILAN Aaa Credit Enhancement was increased from 10.2% to 16.3%,
the model output indicates that the class A4 would achieve a Aa1.

Moody's Parameter Sensitivities provide a quantitative/model-
indicated calculation of the number of rating notches that a
Moody's structured finance security may vary if certain input
parameters used in the initial rating process differed. The
analysis assumes that the deal has not aged and is not intended to
measure how the rating of the security might migrate over time,
but rather how the initial rating of the security might have
differed if key rating input parameters were varied. Parameter
Sensitivities for the typical EMEA RMBS transaction are calculated
by stressing key variable inputs in Moody's primary rating model.

The methodologies used in this rating were Moody's Updated MILAN
Methodology for Rating Dutch RMBS published in March 2009, Cash
Flow Analysis in EMEA RMBS: Testing Features with the MARCO Model
(Moody's Analyser of Residential Cash Flows) published in January
2006, and Moody's Updated Methodology for Set-Off in Dutch RMBS
published in November 2009.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments in this transaction.

RATINGS DISCLOSURES

The rating has been disclosed to the rated entity or its
designated agents and issued with no amendment resulting from that
disclosure.

Information sources used to prepare the credit rating are the
following: parties involved in the ratings, parties not involved
in the ratings, public information, and confidential and
proprietary Moody's Investors Service information.

Moody's Investors Service considers the quality of information
available on the issuer or obligation satisfactory for the
purposes of assigning a credit rating.

Moody's Investors Service may have provided Ancillary or Other
Permissible Service(s) to the rated entity or its related third
parties within the three years preceding the Credit Rating Action.

Moody's adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources Moody's considers to be reliable including, when
appropriate, independent third-party sources. However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.

The date on which some Credit Ratings were first released goes
back to a time before Moody's Investors Service's Credit Ratings
were fully digitized and accurate data may not be available.
Consequently, Moody's Investors Service provides a date that it
believes is the most reliable and accurate based on the
information that is available to it.


===========
R U S S I A
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NATIONAL BANK: Moody's Withdraws All Ratings for Business Reasons
-----------------------------------------------------------------
Moody's Investors Service and Moody's Interfax Rating Agency
(MIRA) have withdrawn all ratings of National Bank Trust (NBT) for
business reasons, following an official request from NBT. At the
time of withdrawal, NBT's ratings were as follows: long-term local
and foreign currency deposit ratings of Caa1 with negative
outlook, short-term local and foreign currency ratings of Not
Prime, standalone Bank Financial Strength Rating (BFSR) of E with
stable outlook (the BFSR maps to Caa1 on the long-term scale), and
a Ba3.ru National Scale Rating (NSR) with no specific outlook.
Moscow-based Moody's Interfax Rating Agency is majority-owned by
Moody's, a leading global rating agency.

At the time of the withdrawal, the Caa1 ratings with negative
outlook, and the E BFSR reflected NBT's weak financial
fundamentals and significant probability of their further
deterioration as a result of: (i) continuing decline in
capitalization as a result of the bank's loss-making performance
and operations with shareholders; (ii) significant pressure on
asset quality; and (iii) vulnerable liquidity.

RATINGS RATIONALE

Moody's Investors Service has withdrawn the credit rating for its
own business reasons.

Moody's Interfax Rating Agency's National Scale Ratings (NSRs) are
intended as relative measures of creditworthiness among debt
issues and issuers within a country, enabling market participants
to better differentiate relative risks. NSRs differ from Moody's
global scale ratings in that they are not globally comparable with
the full universe of Moody's rated entities, but only with NSRs
for other rated debt issues and issuers within the same country.
NSRs are designated by a ".nn" country modifier signifying the
relevant country, as in ".ru" for Russia. For further information
on Moody's approach to national scale ratings, please refer to
Moody's Rating Implementation Guidance published in August 2010
entitled "Mapping Moody's National Scale Ratings to Global Scale
Ratings."

ABOUT MOODY'S AND MOODY'S INTERFAX

Moody's Interfax Rating Agency (MIRA) specializes in credit risk
analysis in Russia. MIRA is controlled by Moody's Investors
Service, a leading provider of credit ratings, research and
analysis covering debt instruments and securities in the global
capital markets. Moody's Investors Service is a subsidiary of
Moody's Corporation (NYSE: MCO).

Moody's most recent rating action on NBT was on 1 November 2010
when Moody's affirmed the bank's Caa1/Not Prime/E/Ba3.ru ratings,
with a negative outlook on the long-term ratings.

Domiciled in Moscow, the Russian Federation, NBT reported as of
June 30, 2010 total (unaudited) IFRS assets of US$4.4 billion and
total equity of US$356 million. The bank recorded a net IFRS loss
of US$43 million for H1 2010.


SOTSGORBANK OJSC: Moody's Withdraws 'E' Bank Fin'l Strength Rating
------------------------------------------------------------------
Moody's Investors Service has withdrawn these ratings of
Sotsgorbank as the bank is in liquidation mode:

   -- Bank financial strength rating (BFSR) of E

   -- The long-term and short-term local and foreign currency
      deposit ratings of C/Not Prime

   -- The National Scale Rating (NSR) of C.ru

RATINGS RATIONALE

Moody's withdrawal of Sotsgorbank's BFSR, deposit ratings and NSR
follows the withdrawal of Sotsgorbank's banking license by the
Central Bank of Russia (CBR) on April 18, 2011, and the current
liquidation process of the bank.

The principal methodologies used in this rating were Bank
Financial Strength Ratings: Global Methodology published in
February 2007, and Incorporation of Joint-Default Analysis into
Moody's Bank Ratings: A Refined Methodology published in March
2007.

Headquartered in Moscow, Russia, Sotsgorbank reported total assets
of US$456 million and shareholders' equity of US$67 million as of
year-end 2010, according to the bank's statutory financial
statements.

Moody's Investors Service may have provided Ancillary or Other
Permissible Service(s) to the rated entity or its related third
parties within the three years preceding the Credit Rating Action.

Moody's adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources Moody's considers to be reliable including, when
appropriate, independent third-party sources. However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.

The date on which some Credit Ratings were first released goes
back to a time before Moody's Investors Service's Credit Ratings
were fully digitized and accurate data may not be available.
Consequently, Moody's Investors Service provides a date that it
believes is the most reliable and accurate based on the
information that is available to it.


=========
S P A I N
=========


OBRASCON HUARTE: Fitch Affirms 'BB-' LT Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has revised Obrascon Huarte Lain's (OHL) rating
Outlook to Stable from Negative and affirmed its senior unsecured
rating and Long-term Issuer Default Rating (IDR) at 'BB-' and
Short-term IDR at 'B'.

"Fitch believes the financial structure of OHL's future recourse
business will improve in FY11 and FY12 due to an improving
international order book for its construction activities and a
clear strategy to ensure the concession portfolio is self-
financing and no longer reliant on equity injections from the
recourse businesses," says Jean-Pierre Husband, Director in
Fitch's Corporate Finance team. "This is underpinned by OHL's
stated intent to bring recourse net debt leverage below 3.0x (on a
recourse net debt/ recourse EBITDA basis) by the end of FY11."

OHL's recently announced FY10 results confirmed at a de-
consolidated level net debt/EBITDAR of 3.5x (adjusted for non-
recourse debt and ring-fenced concession cash flows), which is
just within Fitch's guidelines for the company's 'BB-' IDR. This
level of leverage is considered relatively high risk for
construction industry players, as actual industry payment terms
point to an inherent net cash profile, tolerance to debt is low
due to significant operational risks such as cyclical demand, thin
profit margins and the possibility of project delays and cost
overruns.

However, this should be viewed in the context of OHL's long-term
strategy to transform itself into a pure concessions group, such
as Abertis Infraestructuras SA ('A-'/Stable) and Brisa Concessao
Rodoviaria SA ('BBB+'/RWN). These types of activities can operate
with higher leverage than construction groups, due to the long-
term nature of their income from assets such as toll roads. OHL
has taken the first steps towards this transformation and is now
ranked in the top ten highway concession operators in the world
and the most important toll road investor in Latin America. Fitch
will continue to monitor this business evolution and adjust its
rating parameters accordingly taking into account OHL's ownership
structure of its concessions.

The FY10 results confirmed both the resilience of the
international construction business (revenues increased 0.4%) in
FY10 in an uncertain international environment and the difficult
Spanish construction market (revenues down 22.6%). As a result,
recourse EBITDA rose slightly to EUR337.4 million (versus EUR323.4
million at FYE09). For 2011, OHL is expecting growth in its order
book, and in Q111, it signed EUR1.3 billion of new international
contracts in its recourse business.

The group's recourse liquidity position improved to EUR1.3
billion, including undrawn committed facilities (EUR792 million)
and cash available (EUR520 million). The EUR425 million 2018 bond
issue completed in March 2011 further improved liquidity by
extending the debt maturity profile, and fully addressed the
refinancing of the EUR422 million May 2012 maturity of the
outstanding 2007 bonds as (i) EUR234 million of the new proceeds
were earmarked to repay outstanding May 2012 unsecured bonds and
(ii) the balance will be used to pre-finance the maturity of the
outstanding EUR188 million 2007 bonds due in May 2012.

OHL is a major Spanish-based construction and concessions group,
with operations in over 29 countries.


TDA 22 MIXTO: Moody's Lowers Rating on Class D1 Bond to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating of all notes
issued by TdA 22 Mixto FTA.

Moody's placed on review classes C1 and D1 note in February 2011
due to worse than expected collateral performance. Classes A1a,
A1b, A2a and A2b notes were placed on review on the 2nd of March
2011 following the assessment of the transaction under the Moody's
rating guidance entitled "Global Structured Finance Operational
Risk Guidelines: Moody's Approach to Analyzing Performance
Disruption Risk."

RATINGS RATIONALE

The rating action concludes the review and takes into
consideration the worse-than-expected performance of the
collateral. It also reflects Moody's negative sector outlook for
Spanish RMBS and the weakening of the macro-economic environment
in Spain, including high unemployment rates. The rating action on
senior notes also considers the credit quality of the unrated
entities that are acting as servicers in the transaction.

The ratings of the notes take into account the credit quality of
the underlying mortgage loan pools, from which Moody's determined
the MILAN Aaa Credit Enhancement (MILAN Aaa CE) and the lifetime
losses (expected loss), as well as the transaction structure and
any legal considerations as assessed in Moody's cash flow
analysis. The expected loss and the Milan Aaa CE are the two key
parameters used by Moody's to calibrate its loss distribution
curve, used in the cash flow model to rate European RMBS
transactions.

Portfolio Expected Loss:

Moody's has reassessed its lifetime loss expectation taking into
account the collateral performance to date, as well as the current
macroeconomic environment in Spain. In March 2011, cumulative
write-offs rose to 2.32% and 1.71% of the original pool balance in
sub-pool 1 and sub-pool 2 respectively. The share of 90+ day
arrears stood at 2.07% in sub-pool 1and 1.60% in sub-pool 2 of
current pool balance. Moody's expects the portfolios credit
performance to be under stress, as Spanish unemployment remains
elevated. The rating agency believes that the anticipated
tightening of Spanish fiscal policies is likely to weigh on the
recovery in the Spanish labor market and constrain future Spanish
households finances.

Moody's also has concerns over the timing and degree of future
recoveries in a weaker Spanish housing market. On the basis of
Moody's negative sector outlook for Spanish RMBS, the rating
agency has updated the portfolio expected loss assumption to 1.80%
of original pool balance up from 0.30% for sub-pool 1 and 1.97% of
original pool balance up from 0.75% for Sub-pool 2.

MILAN Aaa CE:

Moody's has assessed the loan-by-loan information to determine the
MILAN Aaa CE. Moody's has increased its MILAN Aaa CE assumptions
to 11%, up from 4.60% at closing in sub-pool 1 and to 14%, up from
10.15% in sub-pool 2. The increase in the MILAN Aaa CE reflects
the exposure to broker origination and non Spanish nationals. In
addition, the concentration of loans with an LTV above 80% and
second ranking mortgage loans in sub-pool 2.

Operational Risk:

Caixa d'Stalvis de Tarragona (now part of Catalunya Caixa
(Ba1/NP), Caixa d'Stalvis de Terrassa (NR), Caja de Ahorros de
Granada (Now part of Mare Nostrum) (NR), Caja de Ahorros y Monte
de Piedad de Navarra (now part of Banca Civica) (NR) and Credifimo
(NR) are the servicers. Moody's takes into consideration the low
credit quality of these entities in the rating action. Moody's
notes that this transaction is exposed to operational risk as
there is no back-up servicer and there is not sufficient liquidity
in case of a servicer disruption in case of sub-pool 1. The
reserve fund is not fully funded (45% of the target) in sub-pool
1. As a result, the downgrade on classes A1a and A1b is more
severe due to the lack of liquidity. The reserve fund in sub-pool
2 currently represent 4.37% of the current balance of the notes.
This is a multi-servicer transaction, which partly mitigates
servicer disruption risk. If a servicer were to default, the fondo
could use the principal received from any of the other two
servicers to make payment of interest under the notes as the
transaction as single cash flow waterfall to allocate collections
from all servicers. As a result, the operational risk is the main
driver of the rating action on classes A1a, A1b, A2a and A2b
notes.

The rating addresses the expected loss posed to investors by the
legal final maturity of the notes. In Moody's opinion, the
structure allows for timely payment of interest and principal with
respect of the notes by the legal final maturity. Moody's ratings
only address the credit risk associated with the transaction.
Other non-credit risks have not been addressed, but may have a
significant effect on yield to investors.

TRANSACTION FEATURES

TdA 22 Mixto FTA closed in December 2004. The transaction have two
separates substructures each backed by the mortgage loans from a
particular sub-pool. On one side, Moody's has the mortgage loans
whose LTV super pass the 80% LTV level (sub-pool2), and on the
other hand, Moody's has the mortgage loans whose LTV is below the
80% level. The sub-pools are backed by portfolios mortgage loans
secured on residential properties located in Spain, for an overall
balance at closing of EUR 286.0 million sub-pool 1 and EUR 244.0
million sub-pool 2.

Credifimo is a specialized lender focused on low credit quality
debtors. The origination process in Credifimo is mainly carried
out via real estate agents.

Reserve fund sub-pool 1: The reserve fund is not fully funded. The
rapidly increasing levels of write-offs ultimately resulted in
draws to the reserve fund. Currently represent 1.04% of the
current balance of the notes (45% of its target)

Reserve fund sub-pool 2: The reserve fund is not fully funded.
Currently represent 4.37% of the current balance of the notes (99%
of its target)

Commingling: All of the payments under the loans in these pools
are collected by the servicers under a direct debit scheme and are
paid directly into collection account, which are accounts at each
servicer. Cash in the collections accounts is transferred by the
servicers into the treasury account held at Banco Santander (Aa2
/P1) on a weekly basis except for Caja de Ahorros de Granada which
transfer is daily. The commingling risk has been taken into
account in the review of the transaction.

For details on the deal structure, please refer to the TdA 22
Mixto FTA, new issue reports.

RATING METHODOLOGIES

The operational risk guidelines described in the press release
complement the applicable principal methodologies for the asset
classes of the affected transactions. The principal methodology
used in rating the transaction is "Moody's Approach to Rating RMBS
in Europe, Middle East, and Africa" published in October 2008,
"Moody's Updated Methodology for Rating Spanish RMBS" published in
July 2008, "Cash Flow Analysis in EMEA RMBS: Testing Features with
the MARCO Model (Moody's Analyser of Residential Cash Flows)"
published in January 2006 and "Revising Default/Loss Assumptions
Over the Life of an ABS/RMBS Transaction" published in December
2008.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments related to the monitoring of the transaction
in the past six months.

LIST OF RATINGS ACTIONS

Issuer: TDA 22 - MIXTO, Fondo de Titulizacion de Activos

   -- EUR217.8M A1a Bond, Downgraded to A3 (sf); previously on Mar
      2, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

   -- EUR57.2M A1b Bond, Downgraded to A3 (sf); previously on Mar
      2, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

   -- EUR168.9M A2a Bond, Downgraded to A1 (sf); previously on Mar
      2, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

   -- EUR48.8M A2b Bond, Downgraded to A1 (sf); previously on Mar
      2, 2011 Aaa (sf) Placed Under Review for Possible Downgrade

   -- EUR4.6M B1 Bond, Downgraded to Baa2 (sf); previously on Dec
      10, 2004 Definitive Rating Assigned A2 (sf)

   -- EUR14.6M B2 Bond, Downgraded to A2 (sf); previously on Dec
      10, 2004 Definitive Rating Assigned A1 (sf)

   -- EUR3.7M C1 Bond, Downgraded to Ba3 (sf); previously on Feb
      8, 2011 Baa2 (sf) Placed Under Review for Possible Downgrade

   -- EUR6M C2 Bond, Downgraded to Baa3 (sf); previously on Dec
      10, 2004 Definitive Rating Assigned Baa2 (sf)

   -- EUR2.7M D1 Bond, Downgraded to Caa1 (sf); previously on Feb
      8, 2011 Ba2 (sf) Placed Under Review for Possible Downgrade

   -- EUR5.7M D2 Bond, Downgraded to Ba3 (sf); previously on Dec
      10, 2004 Definitive Rating Assigned Ba2 (sf)


=====================
S W I T Z E R L A N D
=====================


NYCOMED SCA: Moody's Reviews 'B2' CFR; Direction Uncertain
----------------------------------------------------------
Moody's Investors Service has placed on review with direction
uncertain the B2 corporate family rating (CFR) and B3 probability
of default rating (PDR) of Nycomed S.C.A. SICAR. This rating
action follows the announcement that Takeda Pharmaceutical Company
Limited (rated Aa1, under review for possible downgrade) has
reached an agreement to acquire Nycomed for EUR9.6 billion on a
cash-free, debt-free basis. However, the transaction excludes
Nycomed's US dermatology business, which will remain a subsidiary
of Nycomed S.C.A. SICAR.

RATINGS RATIONALE

"The review for direction uncertain of Nycomed's ratings reflects
the uncertainties as regards the credit profile of Nycomed post-
transaction, when it will essentially comprise the group's US
dermatology business," says Marie Fischer-Sabatie, a Moody's Vice
President-Senior Analyst and lead analyst for Nycomed.

Moody's review of Nycomed's ratings will consider such factors as
(i) whether or not Takeda successfully executes the transaction,
which is subject to antitrust clearance; (ii) the strategic
direction of the US dermatology business and its business profile,
including the quality and diversity of the product portfolio and
its exposure to patent expiries and litigation, and (iii) the
financial profile of Nycomed post-transaction with, in particular,
its level of net cash/net debt.

The principal methodology used in rating Nycomed S.C.A. SICAR was
the Global Pharmaceutical Industry Rating Methodology, published
in October 2009.

Headquartered in Zurich, Switzerland, Nycomed is a pharmaceutical
company that combines traditional core marketing and distribution
capabilities with the drug portfolio and R&D expertise of Altana
Pharma AG, which it acquired in 2007. The group's drug portfolio
focuses on the gastrointestinal and respiratory therapeutic areas.
In 2010, Nycomed generated sales of EUR3.2 billion.


NYCOMED SCA: S&P Puts 'B+' Rating on CreditWatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit rating on Switzerland-headquartered
pharmaceuticals group Nycomed S.C.A. SICAR (Nycomed)
on CreditWatch with positive implications.

The CreditWatch placement follows the announcement by Takeda
Pharmaceutical Co. Ltd. (Takeda; AA/Watch Neg/A-1+) on May 19,
2011, that it intends to acquire Nycomed in a fully debt-funded
transaction for EUR9.6 billion.

"We assess Takeda as currently having ample liquidity and no net
debt. That said, we anticipate that the company's financial risk
profile will deteriorate due to the planned acquisition cost of
EUR9.6 billion (JPY1.1 trillion). The company will fund the cost
with liquidity at hand and a loan of JPY700 billion," S&P said.

"We aim to resolve the CreditWatch within the next three months,
subject to further progress with the proposed transaction," S&P
related.

"We will likely equalize our rating on Nycomed with those on
Takeda when the acquisition is complete, depending on the final
legal structure," S&P noted.

"Given Nycomed's current credit quality and weak sales prospects
for some of Takeda's core drugs, we think it likely that the long-
term rating on Takeda will be lowered by at least one notch. That
said, the lower rating would still be well above our current 'B+'
rating on Nycomed," S&P stated.

However, Nycomed's outstanding debt is not publicly rated.
"Therefore, should Takeda acquire Nycomed and refinance the
company's outstanding debt, we would likely withdraw our rating on
Nycomed," S&P said.


===========================
U N I T E D   K I N G D O M
===========================


ALL GROUP: Goes Into Administration, Delays Layla Hotel Opening
---------------------------------------------------------------
Liverpool Echo reports that the opening of Layla Hotel,
Liverpool's first five-star hotel, was put back for up to six
months after a contractor working on the scheme went into
administration.

The Layla Hotel, which will be housed in the former Municipal
Annex, in Dale Street, was due to open by the end of the summer,
but is now not expected to open until the start of next year,
according to Liverpool Echo.

Liverpool Echo said that air-conditioning firm the All Group was
placed into administration earlier this month.


BOPARAN FINANCE: Moody's Assigns Definitive 'Ba3' Rating on Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned a definitive Ba3 rating to
the new GBP400 million worth of senior unsecured notes due in 2018
and the EUR340 million worth of senior unsecured notes due in 2018
issued by Boparan Finance plc (UK), following receipt of final
documentation. The definite ratings replace the provisional (P)Ba3
ratings on the proposed GBP695 million issuance by Boparan
Holdings Limited (UK). The outlook on all ratings is stable.

The final terms of the Notes are in line with the draft reviewed
by Moody's before assigning the provisional (P)Ba3 rating on the
original GBP695 million worth of notes issued by the company.
However, the structure and denomination of the issuance have since
changed. Unlike the draft version, the structure now encompasses
Boparan Finance, which was created one level below the Holdings
and is now the issuer of the Notes. In addition, the final
consideration was GBP696 million, as a result of the issuance of
the notes in GBP-denominated and EUR-denominated tranches of
GBP400 million and EUR340 million, respectively.

Issuer: Boparan Finance plc

Assignment:

   -- Ba3 rating assigned to new GBP 400 million senior unsecured
      and EUR 340 million senior unsecured notes.

RATINGS RATIONALE

The Ba3 CFR reflects the combined group's (i.e. of Boparan and
Northern Foods plc) (i) considerable size, (ii) diverse product
offering, (iii) leading market positions, (iii) long-standing
customer relationship and (iv) cost-efficient operations with
solid margins. However, the rating is constrained by the group's
(i) geographic concentration to the UK, (ii) exposure to private
label products, which are more vulnerable to margin compression,
(iii) high customer concentration, (iv) exposure to input cost
inflation, as well as (v) the integration risks associated with
the recent acquisition of Northern Foods.

The Ba3 rating also reflects the rating agency's view that the
group will not be significantly more exposed to foreign currency
risk going forward, as the group is in the process of hedging the
sizeable EUR340 million issue of the notes. In addition, Moody's
does not believe that the change in structure warrants a rating
that is different to the (P)Ba3 assigned to the original, proposed
issuance.

The principal methodology used in rating Boparan Holdings Ltd and
Boparan Finance plc was the Global Packaged Goods Industry
Methodology, published July 2009. Other methodologies used include
Loss Given Default for Speculative Grade Issuers in the US,
Canada, and EMEA, published June 2009.

Boparan is a privately owned, UK-based food manufacturer and
distributor, with operations in the UK, Ireland and continental
Europe. Following its acquisition of Northern Foods in 2011, the
combined group sells chilled, frozen and ambient products to large
retailers, as well as a number of food processing and
manufacturing companies. With 39 production sites across the UK,
Ireland, the Netherlands and Poland, the group generates annual
revenues of approximately GBP2 billion and is wholly owned by
founder Ranjit Singh Boparan and his wife.


CORNERSTONE TITAN: Fitch Cuts Rating on Class G Notes to 'Csf'
--------------------------------------------------------------
Fitch Ratings has downgraded Cornerstone Titan 2005-2 plc's class
F and G notes, affirmed the class D notes and upgraded the class E
notes:

   -- GBP2.6m class D (XS0237331029) affirmed at 'AAAsf'; Outlook
      Stable

   -- GBP23.7m class E (XS0237331375) upgraded to 'BBBsf' from
      'BBsf'; Outlook Stable

   -- GBP10.1m class F (XS0237331615) downgraded to 'CCsf' from
      'CCCsf'; Recovery Rating 'RR2'

   -- GBP10.3m class G (XS0237330302) downgraded to 'Csf' from
      'CCsf'; Recovery Rating 'RR6'

The affirmation of the class D notes and upgrade of the class E
notes reflect the prepayment of the GBP10.6 million Trafalgar
House Portfolio Loan A in April 2011. As the loan had been added
to the servicer watchlist in January 2011 due to cash flow
problems, Fitch views the early redemption positively. In
addition, principal proceeds were applied sequentially, increasing
credit enhancement and almost fully repaying the class D notes.
However, the downgrade of the class F and G notes reflects the
increased likelihood of a loss allocation from the remaining
loans.

The GBP8.1 million Bradford Retail loan is backed by seven retail
units, in close proximity to a local shopping center. The loss of
the main tenant (Zavvi) resulted in a covenant breach in January
2009 and a subsequent transfer to special servicing in September
2009. Special servicing was later transferred to Solutus Advisors
in January 2011. The new special servicer has since appointed a
new LPA receiver and is currently determining a workout strategy.
The asset continues to underperform, with a vacancy rate of 64%.
Despite the expiry of loan-level hedging at the expected maturity
in July 2010, GBP0.3 million of accrued interest remains unpaid.
Given the reported loan-to-value ratio (LTV) of 261%, Fitch
expects recoveries from the workout to be low.

The GBP28 million West Midlands loan had its collateral revalued
in Q410. This resulted in an increase in the whole loan LTV to
127% from 78%. However, the loan does not feature an LTV covenant
and therefore remains current. The collateral, a secondary office
property, is fully let to the Paragon Group (which, in turn,
sublets the building to Transco and Fujitsu) until March 2019. The
loan is therefore expected to remain in compliance with its
interest coverage ratio (ICR) and debt service coverage ratio
(DSCR) covenants until loan maturity in October 2012. However, the
increased leverage implies that a loss on the loan is likely.

The GBP10.6 million Trafalgar House Loan B continues to perform
well, with a reported ICR of 2.1x in April 2011. The reported LTV
stands at 70% (based on a 2004 valuation); Fitch estimates a
higher LTV of 90%, largely due to the short remaining lease term
of two years. However, the recent prepayment of the lower-quality
Trafalgar House Loan A provides a positive signal for the
refinancing prospects of the loan at maturity in January 2012.


HAYVERN CONSTRUCTION: Goes Into Administration, Axes 70 Jobs
------------------------------------------------------------
The Bolton News reports that suppliers and contractors of Hayvern
Construction Limited said they have been left fearing for their
future.

Hayvern Construction Limited went into administration with the
loss of 70 jobs.

Many local firms that dealt with the company say they have been
left owed huge amounts of money and some already have to make
cutbacks, according to The Bolton News.

The Bolton News says the firm called in administrators Clarke
Bell.

The Bolton News understands that cashflow problems led to the
collapse.

The firm's main contracts were with hospitals, including the Royal
Bolton Hospital, but it also worked in schools and on new-build
schemes, The Bolton News says.  However, the report relates, much
of the work was carried out by sub-contractors who are now owed
tens of thousands of pounds -- potentially putting scores more
jobs at risk.

The Bolton News notes that Anthony Axford Limited, a timber
supplier based in Farnworth, provided wood on a daily basis and
said it is owed around GBP10,000.  The report says that sub-
contractors are also suffering as a result.

Based in Jackson Street, Farnworth, Hayvern Construction Limited
is a building firm.


LONDON & REGIONAL: Fitch Affirms Rating on Class C Notes at 'BB'
----------------------------------------------------------------
Fitch Ratings has affirmed London & Regional Debt Securitisation
No. 2 plc's (LoRDS 2) commercial mortgage-backed floating-rate
notes due 2015 notes:

   -- GBP176.4m class A (XS0262542565): affirmed at 'AAsf';
      Outlook Stable

   -- GBP14.9m class B (XS0262544348): affirmed at 'AA-sf';
      Outlook Negative

   -- GBP46.4m class C (XS0262545402): affirmed at 'BBsf'; Outlook
      Negative

The affirmation is driven by the transaction's broadly stable
performance over the past year, despite some temporary falls in
rental income. While portfolio income and, consequently, the
interest coverage ratio (ICR) have fluctuated over the past two
years due to tenant departures, new lease signings have corrected
previous drops. The ICR currently stands at 1.9x, compared to a
range of 1.6x to 1.8x over the past year.

The portfolio comprises 24 office, retail and leisure properties
located throughout England and Scotland. Leisure assets account
for approximately 44% of passing rent. The largest tenant in the
pool (Stakis Limited) is a hotel operator that is wholly-owned by
the Hilton Group and contributes 25% of passing rent from two
prestigious central London hotels.

The loan currently reports an A-note loan-to-value ratio (LTV) of
57.3% and a whole loan LTV of 82.9%, based on a valuation at
closing. While the bespoke nature of leisure assets increases
uncertainty regarding their potential current value, the secondary
nature of the majority of assets leads Fitch to believe that an
updated valuation would indicate a materially higher LTV.


P. ELLIOT: Key Directors Owe Millions to Banks
----------------------------------------------
Gavin Daly at The Sunday Business Post Online reports that several
directors of P Elliott have personal borrowings running to tens of
millions of euro, and have given substantial personal guarantees
to the banks.

As reported in the Troubled Company Reporter-Europe on May 23,
2011, Construction Inquirer said P Elliott went into
administration after facing financial problems for months and was
the subject of a string of winding-up petitions.

The Sunday Business Post Online discloses that Noel Elliott, Mark
Elliott and David Mackey had loans totaling over EUR40 million
with Bank of Scotland (Ireland) at the end of 2008.

The Sunday Business Post Online says that receiver, Kieran Wallace
of KPMG, is working to unravel the structure of the P Elliott
group, which involves dozens of subsidiaries and joint ventures
with total debts of EUR500 million.  The report relates that
several of the directors of the group were investors in many of
its projects, and have given guarantees to its banks over
significant borrowings.

While the main company in the group, P Elliott & Co, has debts of
EUR120 million, several other companies have debts of more than
EUR30 million each, the report notes.  The Sunday Business Post
Online says that Ulster Bank was the group's main banker, but Bank
of Scotland (Ireland) is owed almost EUR180 million by Elliott
companies.

The Sunday Business Post Online notes that the group's ventures
also owe money to Bank of Ireland, Anglo Irish Bank, National
Irish Bank and ACC Bank.

It is understood that sub-contractors and suppliers are owed more
than EUR20 million by the main P Elliott company, but that figure
rises to EUR60 million when all its ventures are included, The
Sunday Business Post Online adds.

P Elliott and Co Ltd. is a Cavan-based construction firm.


PHONES4U FINANCE: Moody's Assigns 'B3' Rating to GBP430-Mil. Notes
------------------------------------------------------------------
Moody's Investors Service has assigned a definitive B3 rating and
Loss Given Default (LGD) assessment of LGD4 to the GBP430 million
9.50% senior secured notes due 2018 issued by Phones4u Finance
plc, and a definitive Ba2 rating (LGD1) to the 6-year senior
secured GBP125 million Revolving Credit Facility (RCF) borrowed at
Phones4u's operating subsidiaries.

RATINGS RATIONALE

Moody's definitive rating assignments on these debt obligations
are in line with the provisional ratings assigned on March 21,
2011. Moody's rating rationale was set out in a press release
issued on that date. The final terms of the notes and RCF are in
line with the drafts reviewed for the provisional ratings
assignments.

The notes proceeds have been used to fund the acquisition by funds
advised by BC Partners of MobileServ UKco Limited, the owner of
MobileServ Limited and its operating subsidiaries, including
Phones4u Limited. The transaction was completed on April 27, 2011
and the funds were released from the escrow account on that date
in order to fund the transaction.

The company's debt capital structure consists principally of the
senior secured GBP125 million RCF, of which GBP56.5 million was
drawn at closing of the transaction, and the GBP430 million
secured notes. The notes are issued at Phones4u Finance plc, a
holding company of MobileServ Limited, which is the owner of the
operating subsidiaries and also a borrower of the RCF. Under the
terms of an intercreditor agreement, the RCF and the proposed
secured notes retain the same security interest over 85% of assets
and EBITDA of the group, although in a recovery scenario the
security will be applied first to satisfy fully the claims of the
RCF lenders, followed by those of the senior secured note-holders.
On the basis of this structural subordination, the RCF is rated
Ba2 (LGD1), three notches above the corporate family rating (CFR),
while the notes are rated B3 (LGD4).

The B2 CFR and PDR reflect Phones4u's leading position in the UK
market for mobile phones and related financial services, in
particular for products aimed at the youth market. The company
operated 520 stores in the UK as of April 30, 2011, and
distributes mobile phone connections and handsets on behalf of the
major original electronic manufacturers as well as network
operators. Phones4u also retains a strong position in the UK for
mobile phone insurance (MPI) and related bundled products, with
the service having begun in 2000 initially under its own name. The
ratings are constrained by the company's relatively small scale,
with 2010 revenues of GBP912 million, and Moody's view that the
company remains exposed to discretionary spending in a difficult
trading environment, as well as the relative concentration of
mobile network service providers whose products Phones4u markets.

The company's liquidity post refinancing is expected to remain
strong, based on availability at the close of the transaction of
GBP69.5 million under its RCF, and GBP23.4 million in cash. The
company's liquidity is supported by its positive free cash flow
generation in recent years, although with significant swings. The
RCF contains two financial covenants for leverage and interest
cover, which Moody's believes provide headroom for a significant
weakening in earnings.

On a pro forma basis for the transaction, and based on underlying
EBITDA reported in 2010, Moody's estimates gross adjusted leverage
to be c.4.8x. The stable outlook factors in the rating agency's
expectation that this metric will remain below 5x over the medium
term. The ratings also factor in sustained positive free cash flow
generation and a strong liquidity profile. In this regard, the
rating and outlook would require the positive trend in 2010 to be
sustained. Upward pressure on the rating or outlook could occur if
the leverage metric were to trend below 4x. Conversely, downward
pressure on the rating or outlook could occur if leverage were to
be sustained above 5x, or if concerns were to develop about
liquidity.

The principal methodology used in rating Phones4u was the Global
Retail Industry Methodology, published December 2006. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

Phones4u is a leading UK supplier of mobile phones and broadband
services, as well as mobile phone insurance and other niche
insurance products and services. In 2010 the company generated
GBP912 million in revenues and reported GBP130 million in
underlying EBITDA.


SELSDON TRAVEL: Goes Into Liquidation
-------------------------------------
BBC News reports that Dreamticket, trading as Selsdon Travel Ltd,
has gone into liquidation leaving bookings outstanding.  The
company has ceased trading as of May 23, 2011.

BBC says the south London agent has informed customers who made a
direct booking using a credit card to contact their credit card
provider.

All other customers should make a claim from the Civil Aviation
Authority, BBC relates.

According to BBC, the CAA will be making arrangements to ensure
customers of Dreamticket can fly home at the end of their holiday.

Dreamticket is a Croydon-based travel agent.  It had described
itself on its Web site as "one of the leading luxury travel
companies in the UK".


VEDANTA RESOURCES: Moody's Assigns (P)Ba2 Rating to US$1.5BB Bonds
------------------------------------------------------------------
Moody's Investors Service has assigned a (P)Ba2 senior unsecured
rating to Vedanta Resources Plc's proposed US$1.5 billion bond
issue.  This rating is also on review for possible downgrade.

At the same time, Moody's has continued its review for possible
downgrade of Vedanta's Ba1 corporate family rating (CFR) and Ba2
senior unsecured debt rating.

Moody's expects to remove the provisional status of the bond
rating upon the closing of the proposed issuance and a review of
its final terms.

RATINGS RATIONALE

The rating review was initiated on August 17, 2010, after Vedanta
announced the proposed acquisition of a controlling stake of up to
60% in Cairn India Ltd. (CIL) for US$9.6 billion or less. On
December 21, 2010 and April 18, 2011, Moody's announced the
continuation of its review.

The review will conclude once the outcome of the CIL acquisition
is known. Moody's expectations are (1) for Vedanta's CFR to be
lowered by one notch to Ba2 and its bond rating to Ba3 if Vedanta
succeeds, based on the existing terms, and (2) for the CFR and
bond rating to remain at their current level if the deal falls
through.

However, in both circumstances Vedanta's credit profile at these
rating levels would be challenged. For more details of the
rationales, refer to Moody's press release on Vedanta on April 18,
2011.

The bond proceeds will be used to finance part of the CIL
acquisition costs if the transaction consummates. In the event the
acquisition does not proceed, Vedanta intends to use the net
proceeds from the offering to fund capital expenditure, repay debt
and for other general corporate purposes.

As a result of further delays in the regulatory approval process,
Cairn Energy Plc and Vedanta have agreed to extend the completion
date deadline from April 15 50 May 20, 2011. The government of
India's final decision is awaited and the outcome is in the hands
of a special ministerial panel.

In the interim, Vedanta's subsidiary, Sesa Goa, has acquired a
18.5% stake in Cairn India -- 10.4% in a block deal from Petronas
and 8.1% through the open offer. Sesa Goa paid US$1.45 billion to
Petronas and spent US$1.22 billion in the open offer. These
purchases were funded through existing cash at Sesa Goa.

Vedanta is now expected to pay about US$6.85 billion to Cairn
Energy for the remaining 40% stake.

Moody's notes that Vedanta's operational performance for FY2011 is
within expectations with EBITDA of US$4 billion, and leverage
maintained at Debt/EBITDA of 2.6x. Such performance has been
buoyed by the continuation of strong commodity prices into Q1
2011.

However, the CIL deal sees the complex structure of Vedanta
persist, with the CIL ownership interests to be split between Sesa
Goa (holding up to 20%) and an offshore SPV holding 40%.
Substantial minority shareholders in both listed and un-listed
subsidiaries continue to populate the Vedanta Group structure,
from the UK Plc to the Indian operating companies.

The acquisition of CIL also represents a challenge for Vedanta as
the risk and time profiles of the oil and gas, exploration and
production sector are different from those of its hard minerals
business. While the execution risk is somewhat mitigated by the
retention of existing management and the onshore location of the
producing wells, CIL is a larger company by market capitalization
(US$14.7 billion) than Vedanta (US$10.1 billion) and the relative
size of the majority debt-funded transaction elevates the risks
for Vedanta. The successful acquisition of CIL will therefore
pressure Vedanta's ratings.

Moody's expects to conclude the rating review when the outcome of
the CIL transaction is known.

The principal methodology used in this rating was the Rating
Methodology on Global Mining Industry published in May 2009.

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's website.

Headquartered in London, UK, Vedanta Resources plc is a metals and
mining company focusing on integrated zinc, aluminum, copper, iron
ore mining and commercial power generation. Its operations are
predominantly located in India. It is listed on the London Stock
Exchange and is 59.67% owned by Volcan Investments Ltd.


VEDANTA RESOURCES: Fitch Rates Senior Unsecured Notes at 'BB(exp)'
------------------------------------------------------------------
Fitch Ratings has assigned Vedanta Resources Plc's (Vedanta,
'BB+'/Stable) USD senior unsecured notes an expected rating of
'BB(exp)'. The notes are expected to rank pari passu with
Vedanta's other senior unsecured debt, which has been rated 'BB'
by Fitch. The final rating is contingent upon the receipt of final
documents conforming to information already received.

The notes proceeds are to be utilized for funding the acquisition
of Cairn India Ltd (CIL); or in case the company is certain that
the acquisition will not happen, the proceeds would be used to
fund capex, debt repayment and for other general corporate
purposes.

Fitch had downgraded Vedanta's IDR to 'BB+' from 'BBB-' on August
17, 2010, following the company's plan to acquire a majority stake
(between 51% to 60%) in CIL for a total consideration of between
US$8.5 billion to US$9.6 billion. Vedanta has already acquired
18.5% of CIL through an open offer (8.1%) and its purchase of a
10.4% stake from Malaysia's Petroliam Nasional Berhad ('A'/
Stable). The conclusion of the deal is however subject to
regulatory approvals. In case the deal does not conclude and the
transaction is reversed, there could be a positive impact on the
IDR rating, assuming that Vedanta's earlier business plan and
strategy remain unchanged.


VEDANTA RESOURCES: S&P Rates Senior Unsecured Bonds at 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue rating
to the proposed issue of senior unsecured bonds by Vedanta
Resources PLC (foreign currency BB/Negative/--). The company
proposes to issue two bonds with different maturities.

Vedanta intends to use the proceeds from the proposed issue to
finance a proposed acquisition of a majority stake in Cairn India
Ltd. (not rated). Vedanta will use the proceeds for capital
expenditure, debt repayment and general corporate purposes if the
acquisition does not proceed.

"The rating on Vedanta incorporates our view that the company's
proposed acquisition of Cairn will proceed without material
changes in the proposed terms. Nevertheless, the Indian government
is yet to approve the transaction. The terms of the deal may be
less favorable than those that Vedanta initially proposed,
particularly if the government amends the royalty terms to favor
Oil and Natural Gas Corp. Ltd. (ONGC; not rated). Under the
current production-sharing agreement, royalties are not cost
recoverable. ONGC holds 30% in the Rajasthan fields that Cairn
operates but pays 100% of the royalties," S&P stated.

"The rating also reflects our expectation that Vedanta's overall
business risk profile will remain unchanged after the acquisition.
In our opinion, operating risk will increase for Vedanta because
Cairn represents a new line of business, offsetting any benefits
from further revenue diversification," S&P continued.

According to S&P, "We expect Vedanta's financial risk profile to
weaken following the acquisition. But we believe that the company
will be able to maintain its consolidated leverage and cash-flow
protection measures at levels acceptable for the current rating.
Vedanta had some headroom to increase debt before the acquisition.
In addition, the company's financial performance in the fiscal
year ending March 2011 was strong, reflecting higher mineral
prices. Nevertheless, we expect Vedanta's capital structure to
weaken because of a sizable increase in the holding company's
debt, much of which has short maturities of 18 months. We believe
the increase in debt at the holding company will test Vedanta's
strategy of keeping surplus cash at its operating companies in
India."

"The negative outlook reflects our view of Vedanta's sizable debt
burden, its 'lumpy' debt maturity profile over the next two years,
and its need to send cash upstream or refinance. The outlook also
reflects: (1) the increased operating risk that could slow cash-
flow growth; and (2) the possibility that less-than-favorable
terms for the Cairn acquisition could reduce Vedanta's cash flow
measures to a level that is not in line with the current rating,"
S&P noted.


YELL GROUP: Moody's Downgrades Corporate Family Rating to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service has downgraded Yell Group Plc's
corporate family rating (CFR) to Caa1 from B3 and its probability-
of-default rating (PDR) to Caa2 from Caa1. The outlook on the
ratings is negative.

RATINGS RATIONALE

The downgrade reflects: (i) the increased likelihood of covenant
breach within the next 12 months given Moody's expectation of a
continued decline in revenue and EBITDA; and (ii) the lack of
visibility with regard to a meaningful recovery in Yell's
operating performance, which remains closely linked to the return
of confidence amongst SMEs and the pace of transition of the
group's business model towards digital media services.

In the year ended March 2011, Yell's revenue and EBITDA declined
by 12% and 17% respectively with a degree of acceleration in the
second half of the year, in part driven by continued difficult
economic conditions, particularly in the UK. This resulted in a
leverage at approximately 5.4x reported net debt to EBITDA.
Moody's notes that EBITDA guidance for the year ending March 2012
ranges between GBP440 and GBP500 million or a further 3% to 9%
decline compared to the previous year. Under such circumstances,
headroom under certain bank covenants is expected to tighten
significantly within the period.

Moody's positively notes that Yell's liquidity position at the end
of the year was adequate, with approximately GBP200 million in
cash, GBP193 million available under its revolving credit
facilities and moderate amounts of debt amortization
(approximately GBP125 million) due in the next 12 months. Yell
generated approximately GBP265 million in reported free cash flow
in the year ended March 2011.

Moody's however believes that following the announcement of a new
strategic plan later this year, Yell could be in a position to
address its capital structure, potentially leading to a debt
restructuring. Further downward pressure on the ratings could
result from the initiation of a debt restructuring, or a
significant liquidity dry up coming from a deterioration in cash
flow generation.

While upward rating pressure is unlikely in the short term, over
time it could result from a visible and sustained recovery in
Yell's revenue and EBITDA growth, with a commensurate improvement
in the Gross debt/EBITDA (as defined by Moody's) at around 5.0x.

Moody's assigned Yell's ratings by evaluating factors that the
rating agency believes are relevant to the credit profile of the
issuer, such as: (i) the business risk and competitive position of
Yell; (ii) the capital structure and financial risk profile of the
company; (iii) the projected performance of the company over the
short to medium term; and (iv) management's track record and
tolerance for risk. Having compared Yell's attributes with those
of other issuers both within and outside of its core industry,
Moody's believes the company's ratings to be comparable to those
of other issuers of similar credit risk. The principal methodology
used in this rating was Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

Moody's most recent rating action on Yell was implemented on
November 29, 2010, when the rating agency downgraded Yell's CFR to
B3 and PDR to Caa1 with a negative outlook.

Yell Group plc is the leading publisher of classified directories
in the UK and, through its subsidiary, Yellowbook, is a leading
independent directories publisher in the US. Yell also owns Yell
Publicidad, the largest publisher of yellow and white pages in
Spain, with operations in certain countries in Latin America.
Yell's revenue for FYE March 31, 2011 was GBP1.9 billion and its
adjusted EBITDA (as defined by the company) was GBP513.6 million.


===============
X X X X X X X X
===============


* European Regulators' Bank Stress Tests More Demanding
-------------------------------------------------------
Simon Clark at Bloomberg News reports that Goldman Sachs Group
Inc. analysts said European Union regulators' stress tests on
banks will be more demanding this year than a similar exam in 2010
that said firms would need to raise EUR3.5 billion (US$5 billion).

Bloomberg relates that London-based analysts, including
Jernej Omahen and Jean-Francois Neuez, said in a report to clients
on May 19 that European banks have raised EUR122 billion since
last year's tests.  The analysts said the European Banking
Authority's tighter definition of capital in the 2011 tests may
reduce Spanish banks' core Tier 1 capital by EUR23 billion,
Bloomberg cites.

Ninety banks will be expected to maintain a core Tier 1 capital
ratio of at least 5% under the stress-test scenarios, Bloomberg
says, citing the EBA, which is carrying out the tests.  This
year's exams will include a review of how lenders would handle a
0.5% economic contraction in the euro area in 2011 as well as a
15% drop in European equity markets, Bloomberg discloses.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than US$3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Thursday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/booksto order any title today.


                            *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland USA.
Valerie U. Pascual, Marites O. Claro, Rousel Elaine T. Fernandez,
Joy A. Agravante, Psyche A. Castillon, Julie Anne G. Lopez,
Ivy B. Magdadaro, Frauline S. Abangan and Peter A. Chapman,
Editors.

Copyright 2011.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$625 per half-year,
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of the same firm for the term of the initial subscription or
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contact Christopher Beard at 240/629-3300.


                 * * * End of Transmission * * *