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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

             Friday, July 8, 2011, Vol. 12, No. 134

                            Headlines



G E R M A N Y

ADAM OPEL: To Introduce Models with Advanced Options to Revive Biz
BAYERISCHE LANDESBANK: Fitch Lifts Individual Rating to C/D From D
TITAN EUROPE: Moody's Cuts Rating on EUR46MM Class D Notes to 'C'
* GERMANY: Supreme Court Opens Hearing on Euro Rescue Plan


G R E E C E

* GREECE: Germany Revives Bond Swap Proposal


I R E L A N D

ALLIED IRISH: Moody's Says EBS Deal Does Not Affect Ratings
ANGLO IRISH: Fitch Maintains RWN on 'BB-' Long-Term IDR
CELF LOAN: Moody's Raises Rating on EUR19.5MM Class D Notes to B1
EATON VANCE: Moody's Raises Rating on Class E Notes to 'B1'
EBS BUILDING: Moody's Says AIB Deal Does Not Affect Ratings

IRISH NATIONWIDE: Fitch Withdraws 'BB-' Long-Term IDR
KNOWLE CONTRACTORS: Placed Into Creditors Voluntary Liquidation
LUFTHANSA TECHNIK: May Close if Overtime Ban Not Lifted


K A Z A K H S T A N

BTA BANK: Sovereign Wealth Fund to Help Avoid Default


L U X E M B O U R G

ELEX ALPHA: Moody's Raises Rating on Class E Notes to 'B1'


N E T H E R L A N D S

EUROSAIL SERIES: Fitch Says Bank Change Has No Impact on Ratings
ZOO ABS: S&P Raises Rating on Class E Notes to 'B-'


P O R T U G A L

* PORTUGAL: Moody's Cuts Long-Term Gov't. Bond Ratings to 'Ba2'


R O M A N I A

CITY MALL: Gets New Tenant Following Failed Auction
* ROMANIA: Fitch Upgrades Long-Term IDR to 'BBB-' From 'BB+'


R U S S I A

ROSBANK: Moody's Affirms 'D' Bank Financial Strength Rating
* RUSNANO: S&P Affirms Issuer Credit Ratings at 'BB+/B'


S P A I N

BANCO DE VALENCIA: Moody's Assigns 'Baa1' Rating to Covered Bonds
CABLEUROPA: Moody's Puts B3 CFR on Review for Possible Downgrade
NARA CABLE: S&P Rates EUR300-Mil. Senior Secured Notes at 'B'


U N I T E D   K I N G D O M

CABLE & WIRELESS: ABI Raises Concerns Over Pay Policy
GF PARTNERSHIP: Collapses; To Appoint BRI Business as Liquidator
HOMEFORM GROUP: Goes Into Administration, Cuts 500 Jobs
LLOYDS BANKING: Mulls 15,000 Job Cuts by 2014
LLOYDS BANKING: Has Double Exposure to Risky Mortgages

RAB CAPITAL: Significant Redemptions Prompt Aim Trading Halt
STEPHENSON BELL: Goes Into Administration 3 Months After CVA
WHELAN CONSTRUCTION: Goes Into Administration, Ceases Trading
WINDERMERE VIII: S&P Affirms Rating on Class E Notes at 'CCC'
* Chadbourne & Parke London Office Continues Expansion


X X X X X X X X

* Basel Says Bank Regulators Need More Power to Close Ailing Banks
* EUROPE: One in Ten Insurance Companies Fail Stress Test
* BOOK REVIEW: The U.S. Healthcare Certificate of Need Sourcebook




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G E R M A N Y
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ADAM OPEL: To Introduce Models with Advanced Options to Revive Biz
------------------------------------------------------------------
David Welch at Bloomberg News reports that General Motors Co.'s
European Opel unit is introducing models with advanced options
typically sold on luxury cars, seeking to revive a business that's
lost US$14.5 billion since 1999.

According to Bloomberg, two people familiar with the matter said
the GM unit is working with AlixPartners LLP on how to tweak
options packages or production plans to spur higher prices.
Bloomberg relates that the people said they are also studying ways
to reduce engineering and manufacturing costs.  Some new features
include headlights tuned to high-speed driving on the Autobahn,
Bloomberg says.

Opel Chief Executive Officer Karl Friedrich Stracke, who has
predicted an operating profit for the year, has been unable to
raise prices to compensate for high German labor rates because its
models lack rivals' cachet, Bloomberg relates.  The GM brand's
Astra is offered for 15% less than a comparably equipped Golf by
Volkswagen AG, Bloomberg discloses.

Thomas Stallkamp, principal of Collaborative Management LLC, as
cited by Bloomberg, said the high cost of making Opels and their
low prices, especially in Germany, make the company unattractive
for sale.  GM has declined to comment on reports about the unit
being available for sale, saying they are based on speculation,
Bloomberg relates.

                           Sale Talks

According to Bloomberg, three people involved in the matter said
that while GM executives have discussed a sale, the talks didn't
advance to a serious stage.  The people said that GM hasn't
started a sale process or enlisted its usual banking advisers --
JPMorgan Chase & Co. (JPM), Morgan Stanley, Evercore Partners Inc.
(EVR) or Germany's Commerzbank AG (CBK) -- about selling Opel,
Bloomberg notes.

                         Restructuring

As reported by the Troubled Company Reporter-Europe on March 1,
2011, The Wall Street Journal related that General Motors was
pushing to speed up a restructuring at its European Opel
operation, long an unprofitable quagmire for the auto maker and
the missing link in its budding turnaround.  The Journal disclosed
that GM was actively seeking tie-ups with other auto makers in
Europe to reduce Opel's costs of production and development.  It
hired outside restructuring firms, including AlixPartners, to
recommend ways to boost margins and trim costs, the Journal said.
The company incurred more than US$13 billion in losses since 1999
and despite repeated efforts, never has delivered lasting results,
the Journal recounted.  Any turnaround must overcome a regional
sales slump that some analysts expect would worsen this year, the
Journal stated.

                          About Adam Opel

Adam Opel GmbH -- http://www.opel.com/-- is General Motors
Corp.'s German wholly owned subsidiary.  Opel started making cars
in 1899.  Opel makes passenger cars (including the Astra, Corsa,
and Vectra) and light commercial vehicles (Combo and Movano).  Its
high-performance VXR range includes souped-up versions of Opel
models like the Meriva minivan, the Corsa hatchback, and the Astra
sports compact.  Opel is GM's largest subsidiary outside North
America.


BAYERISCHE LANDESBANK: Fitch Lifts Individual Rating to C/D From D
------------------------------------------------------------------
Fitch Ratings has upgraded Bayerische Landesbank's Individual
Rating to 'C/D' from 'D'. Fitch has also affirmed BayernLB's Long-
term Issuer Default Rating at 'A+', Short-term IDR at 'F1+' and
Support Rating Floor at 'A+', and removed the IDRs and Support
Rating Floor from Rating Watch Negative. The Outlook on the Long-
term IDR is Stable.

The upgrade of BayernLB's Individual Rating reflects the bank's
improved financial profile and renewed focus on customer-related
services, based on its established franchise in Bavaria and its
long-standing relationships with corporate clients in the region.
Following the divestment of Hypo Group Alpe Adria in 2009, the
bank returned to profitability in 2010. The bank has also shown an
adequate diversification of its income streams, but there is still
some risk of volatility with regard to its available-for-sale
portfolio. The bank's asset quality is adequate in the light of
the strong economic environment in its core region of Bavaria and
its limited exposure to southern European countries. However,
asset quality remains constrained by BayernLB's exposure to
Eastern Europe via its subsidiary MKB group.

The affirmation of the banks' IDRs reflects the unchanged
strategic importance of BayernLB for its majority owner, the Free
State of Bavaria and the extremely high probability of support if
needed. The Free State of Bavaria has provided substantial support
in the form of a EUR10 billion capital injection and an asset
guarantee of EUR4.8 billion related to the material impact of the
financial crisis on BayernLB. These support measures continue to
be subject to a review process and pending approval by the
European Commission. The Long-term IDR and Support Rating Floor
were placed on RWN in September 2009 reflecting a possible
requirement of a change of ownership by the EC as compensation for
the state support. Fitch does not expect that the EC will require
a change of ownership for the bank but restructuring measures
instead, which are expected to be communicated in Q311.

BayernLB's hybrid instrument rated 'CCC' is not affected by these
rating actions.

The rating actions are:

BayernLB

   -- Long-term IDR: affirmed at 'A+', removed from RWN; Stable
      Outlook

   -- Short-term IDR: affirmed at 'F1+', removed from RWN

   -- Individual Rating: upgraded to 'C/D' from 'D'

   -- Support Rating: affirmed at '1'

   -- Support Rating Floor: affirmed at 'A+', removed from RWN

   -- Senior debt: affirmed at 'A+'/'F1+', removed from RWN

   -- State-guaranteed/grandfathered debt: affirmed at 'AAA'

   -- State-guaranteed/grandfathered market-linked securities:
      affirmed at 'AAA emr'

   -- Senior market-linked securities: affirmed at 'A+ emr',
      removed from RWN

   -- Subordinated lower Tier II debt: affirmed at 'A', removed
      from RWN

In Fitch's rating criteria, a bank's standalone risk is reflected
in Fitch's Individual Ratings and the prospect of external support
is reflected in Fitch's Support Ratings. Collectively, these
ratings drive Fitch's Long- and Short-term IDRs.


TITAN EUROPE: Moody's Cuts Rating on EUR46MM Class D Notes to 'C'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the Class C Notes and
Class D Notes issued by Titan Europe 2006-1 p.l.c. At the same
time, Moody's affirmed the B2 (sf) rating of the Class B Notes and
the C (sf) rating of the Class E Notes (amounts reflect initial
outstandings):

Issuer: Titan Europe 2006-1 p.l.c.

  * EUR39.76M C Certificate, Downgraded to Ca (sf); previously on
    Jul 1, 2010 Downgraded to Caa2 (sf)

  * EUR46.99M D Certificate, Downgraded to C (sf); previously on
    Jul 1, 2010 Downgraded to Ca (sf)

  * EUR0.05M X Certificate, Aaa (sf) Placed Under Review for
    Possible Downgrade; previously on Mar 23, 2006 Definitive
    Rating Assigned Aaa (sf)

  * EUR112.05M B Certificate, Affirmed at B2 (sf); previously on
    Jul 1, 2010 Downgraded to B2 (sf)

  * EUR50.61M E Certificate, Affirmed at C (sf); previously on
    Jul 1, 2010 Downgraded to C (sf)

The Aa1 (sf) rating of the Class A Notes will remain on review for
possible downgrade due to operational risk. The rating of the
Class X Notes has been placed on review for possible downgrade in
line with the assessment described in "Global Structured Finance
Operational Risk Guidelines: Moody's Approach to Analyzing
Performance Disruption Risk" methodology published on March 2nd.
Moody' has not assigned ratings to the Class F Notes, the Class G
Notes and the Class H Notes.

The rating action takes into account Moody's updated central
scenarios as described in Moody's Special Report "EMEA CMBS: 2011
Central Scenarios".

Ratings Rationale

The key parameters in Moody's analysis are the default probability
of the securitized loans (both during the term and at maturity) as
well as Moody's value assessment for the properties securing these
loans. Moody's derives from those parameters a loss expectation
for the securitized pool. Based on Moody's revised assessment of
the parameters, the loss expectation for the pool has increased
since the last review in July 2010.

The rating downgrade of the Class C and D Notes is driven by the
write down of the Mangusta Loan (35% of the current pool) and the
KQ Warehouse Loan (23%) which is expected to be completed within
the next couple of quarters. Based on Moody's recovery
assumptions, significant losses will be allocated on the Class C,
Class D and Class E Notes rated by Moody's. Moody's loss
expectation on the Notes takes into consideration the current
outstanding liquidity draws of EUR8.47 million relating to those
two loans.

Moody's analysis reflects a forward-looking view of the likely
range of collateral performance over the medium term. From time to
time, Moody's may, if warranted, change these expectations.
Performance that falls outside an acceptable range of the key
parameters may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated during the current
review. Even so, deviation from the expected range will not
necessarily result in a rating action. There may be mitigating or
offsetting factors to an improvement or decline in collateral
performance, such as increased subordination levels due to
amortization and loan re- prepayments or a decline in
subordination due to realized losses.

Primary sources of assumption uncertainty are the current stressed
macro-economic environment and continued weakness in the
occupational and lending markets. Moody's anticipates (i) delayed
recovery in the lending market persisting through 2012, while
remaining subject to strict underwriting criteria and heavily
dependent on the underlying property quality, (ii) values will
overall stabilize but with a strong differentiation between prime
and secondary properties, and (iii) occupational markets will
remain under pressure in the short term and will only slowly
recover in the medium term in line with the anticipated economic
recovery. Overall, Moody's central global scenario remains
'hooked-shaped' for 2011; Moody's expects sluggish recovery in
most of the world's largest economies, returning to trend growth
rate with elevated fiscal deficits and persistent unemployment
levels.

Moody's Portfolio Analysis

As of the April 2011 interest payment date, the transaction's
total pool balance was EUR348.3 million down by 52% since closing
due to repayments and prepayments, as only five of the original
ten loans remain in the pool.

The Mangusta Loan

The defaulted loan is secured by a mixed-use property portfolio
located across Germany. The properties do not produce enough cash
flows to constantly service the debt. According to the special
servicer, the bulk of the portfolio is now sold. Proceeds are
expected to be allocated to the Notes at the July 2011 Note
interest payment date. The sale of the remaining portfolio is
expected to be completed by end of 2011. Moody's expects a loss to
be borne by the Noteholders of about EUR53 million.

The KQ Warehouse Loan

The defaulted loan is secured by a large logistics site in Leipzig
and a smaller logistics property in Kircheim. With the liquidation
of the sole tenant (Quelle AG) at the Leipzig property, the
borrower only receives rental income from the tenant of the
Kircheim property. This income is insufficient to pay the debt
service on the loan. The land associated with the Leipzig property
is split into three parcels. Two parcels have now been sold and
negotiations with respect to the third parcel are ongoing. Moody's
expects a loss to be borne by the Noteholders of about EUR56
million.

Portfolio Loss Exposure: Moody's notes the bifurcated nature of
the loan pool and expects a high amount of losses on the
securitized portfolio stemming from the Mangusta Loan and the KQ
Warehouse Loan. Those portfolio losses are expected to result in
very high losses on the junior Notes, while the Notes more senior
in the capital structure benefit from the fully sequential
allocation of recovery proceeds. In addition to the loss
expectation described above, the repayment of EUR8.5 million of
outstanding liquidity facility drawn with respect to the Mangusta
Loan and the KQ Warehouse Loan will increase the losses on the
junior Notes.

Rating Methodology

The principal methodology used in this rating was "Moody's
Approach to Real Estate Analysis for CMBS in EMEA: Portfolio
Analysis (MORE Portfolio)" published April 2006. Other methodology
and factors considered can be found in "Update on Moody's Real
Estate Analysis for CMBS Transaction in EMEA" published June 2005.

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. Moody's does not have access
to the underlying portfolio information relating to the non
recoverable costs.

The updated assessment is a result of Moody's on-going
surveillance of commercial mortgage backed securities
transactions. Moody's prior review is summarized in a Press
Release dated July 1, 2010. The last Performance Overview for this
transaction was published on May 25, 2011.


* GERMANY: Supreme Court Opens Hearing on Euro Rescue Plan
----------------------------------------------------------
Xinhua reports that Germany's supreme court opened hearing on
Tuesday over the government's legality of being involved in the
multi-billion-euro rescue package last year for some debt-ridden
eurozone nations.

The hearing of Karlsruhe-based Federal Constitutional Court has
drawn much attention from home and abroad as the second Greek
rescue plan has been under discussion among European politicians
recently, according to the report.

The plaintiffs, consisting of five professors and one conservative
politician, argued that last May's rescue package for Greece and
other eurozone nations disaccorded with a no-bailout provision in
EU treaties, and the German government violated the rights
parliament as lawmakers were unable to freely decide the aid plan,
Xinhua recounts.

According to Xinhua, the leading challenger, Peter Gauweiler, also
a deputy for the center-right Christian Social Union in the
current coalition, held that the EU bailout plans and the proposed
European Stability Mechanism, a permanent rescue fund to replace
the current European Financial Stability Facility in mid 2013, was
actually "abrogation of (German parliament's) budget sovereignty."

The professors in the plaintiffs argued that the lawmakers had
been under heavy pressure from the government while approving the
rescue plan, and hence the decision was undemocratic, Xinhua
states.

Xinhua notes that on the hearing, the chief justice of the court,
Andreas Vosskuhle, said that his court would not discuss issues
like "Europe's future and the right economic strategy to fight
against the sovereign debt crisis."

Mr. Vosskuhle, as cited by Xinhua, said that the court will only
focus on legal basis of the government's decision of rescuing a
foreign nation's debt crisis.

Although it is widely expected that the supreme court would not
overturn Berlin's bailout moves altogether, it would probably give
parliament more weight in approving future aid for euro zone
countries, Xinhua states.

The court is expected to make a verdict this autumn, Xinhua
discloses.


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G R E E C E
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* GREECE: Germany Revives Bond Swap Proposal
--------------------------------------------
Rebecca Christie and Rainer Buergin at Bloomberg News report that
Germany revived a proposal for a debt swap to lengthen Greek bond
maturities as the chief of the biggest group of international
financial companies recommended that European governments buy back
outstanding Greek securities.

According to Bloomberg News, the financial firms were to discuss a
proposal from French banks to roll over 70% of bonds maturing by
mid-2014 into new 30-year Greek securities backed by AAA-rated
collateral.  European Union leaders want creditors to voluntarily
roll over about EUR30 billion (US$43 billion) of Greek bonds to
support official loans by the EU and the International Monetary
Fund, Bloomberg discloses.

Charles Dallara, managing director of the Institute of
International Finance, was set to meet with about 20 banks and
insurance companies on Tuesday in Paris to discuss the role of
bondholders in the new package, Bloomberg discloses.

"We're going to discuss a range of options there, including
variations on the original French proposal as well as options
relating to buybacks," Bloomberg quotes Mr. Dallara as saying.

Germany dropped the idea of a bond swap two weeks ago in the face
of opposition from the European Central Bank after rating
companies said it would probably be termed a default, Bloomberg
recounts.

Bloomberg relates that a German government official said by phone
in Berlin on Tuesday that discussions have become possible again
after the rating firms indicated that the French model would also
create a so- called rating event.  The official said that while a
swap might create a rating event, the German government sees it as
limited to a short time, Bloomberg notes.


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I R E L A N D
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ALLIED IRISH: Moody's Says EBS Deal Does Not Affect Ratings
-----------------------------------------------------------
Moody's commented on the acquisition of EBS Building Society by
Allied Irish Banks. The ratings of both institutions are
positioned at the same level and Moody's do not expect any rating
implications as a direct result of the merger.

EBS and AIB are both rated Ba2/Not-Prime for bank deposits,
Ba3/Not-Prime for unguaranteed senior unsecured debt and have D-
standalone bank financial strength ratings (BFSRs, mapping to Ba3
on the long-term scale). The outlook on these ratings is negative.
The standalone BFSRs already incorporate the significant
recapitalization that is now required following the results of the
PCAR and PLAR (Prudential Capital Assessment Review and Prudential
Liquidity Assessment Review) carried out in March 2011 (see
"Moody's comments on Irish Banks following announcement of new
capital requirements; no impact on senior ratings", published on
April 1, 2011). The BFSRs also reflect the high reliance on
external funding and the uncertain economic environment in
Ireland. As detailed in the rating agency's press release "Moody's
downgrades Irish bank ratings" published on April 18, 2011, the
unguaranteed senior unsecured debt ratings of both AIB and EBS no
longer benefit from any systemic support. The deposit ratings
incorporate one notch of uplift reflecting Moody's expectation
that deposits would be further supported by the government in the
event of need. However, all ratings carry a negative outlook in
line with the outlooks on the government rating and the standalone
ratings of AIB and EBS.

On July 1, 2011, EBS was acquired by AIB. Previously, the Minister
for Finance had announced the acquisition in March 2011 and then
approved the acquisition on June 27, 2011 based on the Credit
Institutions (Financial Support) Act 2008, citing that the
takeover would not substantially negatively impact the competition
in the Irish banking sector. As part of the transaction, EBS has
demutualised and been issued a banking license. AIB has then
acquired EBS for a nominal consideration of EUR1. EBS has been
renamed EBS Limited and will now operate as a fully licensed,
wholly owned subsidiary of AIB, with its own branch network.

On a pro-forma basis, at the end of 2010 the merged entity would
have had approximately EUR165 billion of assets, a core tier 1
ratio of 4.4% and a loan-to-deposit ratio of 166.4%. Moody's
expects that the combined entity will now be required to raise a
total of EUR14.8 billion of capital, of which EUR13.2 billion will
be equity and EUR1.6 billion will consist of contingent capital.
The capital shortfall that exists after burden sharing with
subordinated bondholders is expected to be met by the Irish
government.

AIB and EBS are both headquartered in Dublin, Ireland.  At end-
2010, AIB had total assets of EUR145.2 billion and EBS had total
assets of EUR20.1 billion.


ANGLO IRISH: Fitch Maintains RWN on 'BB-' Long-Term IDR
-------------------------------------------------------
Fitch Ratings has maintained Irish Nationwide Building Society's
ratings on Rating Watch Negative and simultaneously withdrawn
them. At the same time, Fitch has maintained Anglo Irish Bank
Corporation's Long- and Short-term Issuer Default Ratings on RWN.

The rating actions follow the announcement by the High Court in
Dublin on July 1, 2011 that all INBS's assets and liabilities are
to be transferred to Anglo with immediate effect. As a result of
the Transfer Order, Anglo will assume all the rights and
obligations of the transferred assets and liabilities. Fitch notes
that the transferred liabilities "include all amounts outstanding
under notes issued by INBS under its EUR10bn EMTN debt program
prior to the transfer, and its rights and obligations in respect
of related program documentation."

INBS

   -- Long-term IDR: 'BB-'; RWN maintained; rating withdrawn

   -- Short-term IDR: 'B'; RWN maintained; rating withdrawn

   -- Support Rating: '3'; RWN maintained; rating withdrawn

   -- Support Rating Floor: 'BB-'; RWN maintained; rating
      withdrawn

   -- Senior unsecured notes: 'BB-'; RWN maintained; transferred
      to Anglo

   -- Sovereign-guaranteed long-term deposits: affirmed at 'BBB+';
      rating withdrawn

   -- Sovereign-guaranteed short-term deposits: affirmed at 'F2';
      rating withdrawn

   -- Sovereign-guaranteed long-term interbank liabilities:
      affirmed at 'BBB+'; rating withdrawn

   -- Sovereign-guaranteed short-term interbank liabilities:
      affirmed at 'F2'; rating withdrawn

Anglo

   -- Long-term IDR: 'BB-'; RWN maintained

   -- Short-term IDR: 'B'; RWN maintained

   -- Support Rating: '3'; RWN maintained

   -- Support Rating Floor: 'BB-'; RWN maintained

   -- Short-term debt: 'B'; RWN maintained

   -- Senior unsecured: 'BB-'; RWN maintained

   -- Sovereign-guaranteed Long-term notes: affirmed at 'BBB+'

   -- Sovereign-guaranteed Short-term notes: affirmed at 'F2'

   -- Sovereign-guaranteed commercial paper: affirmed at 'F2''

   -- Sovereign-guaranteed Long-term deposits: affirmed at 'BBB+'

   -- Sovereign-guaranteed Short-term deposits: affirmed at 'F2'

   -- Sovereign-guaranteed Long-term interbank liabilities:
      affirmed at 'BBB+'

   -- Sovereign-guaranteed Short-term interbank liabilities:
      affirmed at 'F2'

Anglo Irish Mortgage Bank

   -- Long-term IDR: 'BB-'; RWN maintained

   -- Short-term IDR: 'B'; RWN maintained

   -- Support Rating: '3'; RWN maintained


CELF LOAN: Moody's Raises Rating on EUR19.5MM Class D Notes to B1
-----------------------------------------------------------------
Moody's Investors Service has upgraded and withdrawn the ratings
of the following notes issued by CELF Loan Partners II PLC. :

Issuer: CELF Loan Partners II plc

  * EUR300M Class A Senior Secured Floating Rate Notes due 2021,
    Upgraded to Aaa (sf); previously on Jun 22, 2011 Aa2 (sf)
    Placed Under Review for Possible Upgrade

  * EUR50M Class B-1 Senior Secured Floating Rate Notes due 2021,
    Upgraded to A2 (sf); previously on Jun 22, 2011 Baa2 (sf)
    Placed Under Review for Possible Upgrade

  * EUR7M Class B-2 Senior Secured Fixed Rate Notes due 2021,
    Upgraded to A2 (sf); previously on Jun 22, 2011 Baa2 (sf)
    Placed Under Review for Possible Upgrade

  * EUR42.5M Class C Senior Secured Deferrable Floating Rate
    Notes due 2021, Upgraded to Ba1 (sf); previously on Jun 22,
    2011 B1 (sf) Placed Under Review for Possible Upgrade

  * EUR19.5M Class D Senior Secured Deferrable Floating Rate
    Notes due 2021, Upgraded to B1 (sf); previously on Jun 22,
    2011 Caa3 (sf) Placed Under Review for Possible Upgrade

  * EUR12M Class T Combination Notes, Upgraded to Ba2 (sf);
    previously on Jun 22, 2011 B2 (sf) Placed Under Review for
    Possible Upgrade

  * EUR15M Class R Combination Notes, Confirmed at Aaa (sf);
    previously on Nov 15, 2005 Assigned Aaa (sf)

  * EUR14.25M Class S Combination Notes, Withdrawn (sf);
    previously on Jun 22, 2011 B1 (sf) Placed Under Review for
    Possible Upgrade

Ratings Rationale

CELF Loan Partners II PLC., issued in November 2005, is a multi-
currency Collateralised Loan Obligation backed by a portfolio of
mostly high yield European loans of approximately EUR443 million.
The portfolio is managed by CELF Advisors LLP. This transaction is
in its reinvestment period until December 15, 2011. The portfolio
is exposed to European and US senior secured loans (82.90%),
second lien and mezzanine loans (15.46%) and CLO securities
(1.64%). It has 2.59% defaulted obligations.

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The actions also reflect
consideration of credit improvement of the underlying portfolio
and an increase in the transaction's overcollateralization ratios
since the rating action in November 2009.

The rating of Class S Combination Notes has been withdrawn,
because the Class S Combination Notes have been split back into
their components: EUR9,500,000.00 Class C Senior Secured &
EUR4,750,000.00 Class E-1 Subordinated Notes.

The actions reflect key changes to the modeling assumptions, which
incorporate (1) a removal of the temporary 30% default probability
macro stress implemented in February 2009, (2) increased BET
liability stress factors and increased recovery rate assumptions
as well as (3) a change in the recovery rate framework to fixed
recovery rates assumptions. Additional changes to the modeling
assumptions include (1) standardizing the modeling of collateral
amortization profile, and (2) changing certain credit estimate
stresses aimed at addressing time lags in credit estimate updates.

Improvement in the credit quality is observed through an
improvement in the average credit rating of the portfolio (as
measured by the weighted average rating factor "WARF") and a
decrease in the proportion of securities from issuers rated Caa1
and below. In particular, as of the latest trustee report dated
June 2011, the WARF is currently 2987 compared to 3024 in the
October 2009 report, and securities rated Caa or lower make up
approximately 9.71% of the underlying portfolio versus 18.25% in
October 2009. The transaction currently complies with its major
criteria: Diversity Score, Weighted Average Spread and
Overcollateralisation Tests.

The decrease 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
September 1, 2010.

Additionally, the OC ratios of the rated notes have improved. The
reported class A/B, class C and class D OC ratios have increased,
in absolute terms, by 9.84%, 8.21%, and 7.62% respectively since
October 2009.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and seniority distribution in the asset
pool, may be different from the trustee's reported numbers. In its
base case, Moody's analyzed the underlying collateral pool to have
a performing par and principal proceeds balance of EUR432.1
million, defaulted par of EUR11.5 million, a weighted average
default probability of 21.54% (consistent with a WARF of 2971),
and a diversity score of 39.

The default probability 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 of the assets
in the collateral pool. For a Aaa liability target rating, Moody's
assumed that 81.85% of the portfolio exposed to senior secured
corporate assets would recover 50% upon default, while the
remaining corporate assets would recover 10%. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors. These
default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed.

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 described
below:

(1) 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.

(2) 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.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

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.

In addition to the quantitative factors that are explicitly
modeled, 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.

Moody's also notes that around 68% of the collateral pool consists
of debt obligations whose credit quality has been assessed through
Moody's credit estimates.


EATON VANCE: Moody's Raises Rating on Class E Notes to 'B1'
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Eaton Vance CDO VII PLC:

Issuer: Eaton Vance CDO VII PLC

  * EUR13.4M Class B-1 Second Priority Secured Floating Rate
    Notes, Upgraded to Aa1 (sf); previously on Jun 22, 2011 Aa2
    (sf) Placed Under Review for Possible Upgrade

  * US$16.3M Class B-2 Second Priority Secured Floating Rate
    Notes, Upgraded to Aa1 (sf); previously on Jun 22, 2011 Aa2
    (sf) Placed Under Review for Possible Upgrade

  * EUR10.8M Class C-1 Third Priority Deferrable Secured Floating
    Rate Notes, Upgraded to A2 (sf); previously on Jun 22, 2011
    Baa2 (sf) Placed Under Review for Possible Upgrade

  * US$13.1M Class C-2 Third Priority Deferrable Secured Floating
    Rate Notes, Upgraded to A2 (sf); previously on Jun 22, 2011
    Baa2 (sf) Placed Under Review for Possible Upgrade

  * EUR14.2M Class D-1 Fourth Priority Deferrable Secured
    Floating Rate Notes, Upgraded to Ba1 (sf); previously on Jun
    22, 2011 B1 (sf) Placed Under Review for Possible Upgrade

  * US$17.2M Class D-2 Fourth Priority Deferrable Secured
    Floating Rate Notes, Upgraded to Ba1 (sf); previously on Jun
    22, 2011 B1 (sf) Placed Under Review for Possible Upgrade

  * EUR8M Class E-1 Fifth Priority Deferrable Secured Floating
    Rate Notes, Upgraded to B1 (sf); previously on Jun 22, 2011
    Caa2 (sf) Placed Under Review for Possible Upgrade

  * US$9.7M Class E-2 Fifth Priority Deferrable Secured Floating
    Rate Notes, Upgraded to B1 (sf); previously on Jun 22, 2011
    Caa2 (sf) Placed Under Review for Possible Upgrade

RATINGS RATIONALE

Eaton Vance CDO VII PLC, is a multi currency Collateralised Loan
Obligation backed by a portfolio of mostly high yield US and
European loans. The portfolio is managed by Eaton Vance Management
and has approximately two years of reinvestment period remaining.
The portfolio is predominantly exposed to European and US senior
secured loans (approximately 89%) as well as second lien loans
(7.6%) and CLO securities (3.9%). The underlying assets are
denominated in USD (43.3%) and EUR (54.3%).

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011.

The actions reflect key changes to the modelling assumptions,
which incorporate (1) a removal of the temporary 30% default
probability macro stress implemented in February 2009, (2)
increased BET liability stress factors and increased recovery rate
assumptions as well as (3) a change in the recovery rate framework
to fixed recovery rates assumptions. Additional changes to the
modelling assumptions include: (1) standardizing the modelling of
collateral amortization profile and (2) changing certain credit
estimate stresses aimed at addressing time lags in receiving
information required for credit estimate updates.
Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of approximately
EUR341 million, a weighted average default probability of 27.97%
(consistent with a WARF of 2797) and a diversity score of 65.

The default probability 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 of the assets
in the collateral pool. For a Aaa liability target rating, Moody's
assumed that 88.4% of the portfolio exposed to senior secured
corporate assets would recover 50% upon default, while the
remaining corporate assets would recover 10%. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

The deal is allowed to reinvest and the manager has the ability to
deteriorate the collateral quality metrics' existing cushions
against the covenant levels. Moody's analyzed the impact of
assuming weighted average spread consistent with the midpoint
between reported and covenanted values. However, as part of the
base case, Moody's considered spreads higher than the covenant
levels due to the large difference between the reported and
covenant levels.

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) 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.

(2) 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.

(3) The deal has significant exposure to non-EUR denominated
     assets. Volatilities in foreign exchange rate will have a
     direct impact on interest and principal proceeds available
     to the transaction, which may affect the expected loss of
     rated tranches.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's Web
site.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

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.

In addition to the quantitative factors that are explicitly
modeled, 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.

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 33% of the collateral pool consists
of debt obligations whose credit quality has been assessed through
Moody's credit estimates.


EBS BUILDING: Moody's Says AIB Deal Does Not Affect Ratings
-----------------------------------------------------------
Moody's commented on the acquisition of EBS Building Society by
Allied Irish Banks. The ratings of both institutions are
positioned at the same level and Moody's do not expect any rating
implications as a direct result of the merger.

EBS and AIB are both rated Ba2/Not-Prime for bank deposits,
Ba3/Not-Prime for unguaranteed senior unsecured debt and have D-
standalone bank financial strength ratings (BFSRs, mapping to Ba3
on the long-term scale). The outlook on these ratings is negative.
The standalone BFSRs already incorporate the significant
recapitalization that is now required following the results of the
PCAR and PLAR (Prudential Capital Assessment Review and Prudential
Liquidity Assessment Review) carried out in March 2011 (see
"Moody's comments on Irish Banks following announcement of new
capital requirements; no impact on senior ratings", published on
April 1, 2011). The BFSRs also reflect the high reliance on
external funding and the uncertain economic environment in
Ireland. As detailed in the rating agency's press release "Moody's
downgrades Irish bank ratings" published on April 18, 2011, the
unguaranteed senior unsecured debt ratings of both AIB and EBS no
longer benefit from any systemic support. The deposit ratings
incorporate one notch of uplift reflecting Moody's expectation
that deposits would be further supported by the government in the
event of need. However, all ratings carry a negative outlook in
line with the outlooks on the government rating and the standalone
ratings of AIB and EBS.

On July 1, 2011, EBS was acquired by AIB. Previously, the Minister
for Finance had announced the acquisition in March 2011 and then
approved the acquisition on June 27, 2011 based on the Credit
Institutions (Financial Support) Act 2008, citing that the
takeover would not substantially negatively impact the competition
in the Irish banking sector. As part of the transaction, EBS has
demutualised and been issued a banking license. AIB has then
acquired EBS for a nominal consideration of EUR1. EBS has been
renamed EBS Limited and will now operate as a fully licensed,
wholly owned subsidiary of AIB, with its own branch network.

On a pro-forma basis, at the end of 2010 the merged entity would
have had approximately EUR165 billion of assets, a core tier 1
ratio of 4.4% and a loan-to-deposit ratio of 166.4%. Moody's
expects that the combined entity will now be required to raise a
total of EUR14.8 billion of capital, of which EUR13.2 billion will
be equity and EUR1.6 billion will consist of contingent capital.
The capital shortfall that exists after burden sharing with
subordinated bondholders is expected to be met by the Irish
government.

AIB and EBS are both headquartered in Dublin, Ireland. At end-
2010, AIB had total assets of EUR145.2 billion and EBS had total
assets of EUR20.1 billion.


IRISH NATIONWIDE: Fitch Withdraws 'BB-' Long-Term IDR
-----------------------------------------------------
Fitch Ratings has maintained Irish Nationwide Building Society's
ratings on Rating Watch Negative and simultaneously withdrawn
them. At the same time, Fitch has maintained Anglo Irish Bank
Corporation's Long- and Short-term Issuer Default Ratings on RWN.

The rating actions follow the announcement by the High Court in
Dublin on July 1, 2011 that all INBS's assets and liabilities are
to be transferred to Anglo with immediate effect. As a result of
the Transfer Order, Anglo will assume all the rights and
obligations of the transferred assets and liabilities. Fitch notes
that the transferred liabilities "include all amounts outstanding
under notes issued by INBS under its EUR10 billion EMTN debt
program prior to the transfer, and its rights and obligations in
respect of related program documentation."

INBS

   -- Long-term IDR: 'BB-'; RWN maintained; rating withdrawn

   -- Short-term IDR: 'B'; RWN maintained; rating withdrawn

   -- Support Rating: '3'; RWN maintained; rating withdrawn

   -- Support Rating Floor: 'BB-'; RWN maintained; rating
      withdrawn

   -- Senior unsecured notes: 'BB-'; RWN maintained; transferred
      to Anglo

   -- Sovereign-guaranteed long-term deposits: affirmed at 'BBB+';
      rating withdrawn

   -- Sovereign-guaranteed short-term deposits: affirmed at 'F2';
      rating withdrawn

   -- Sovereign-guaranteed long-term interbank liabilities:
      affirmed at 'BBB+'; rating withdrawn

   -- Sovereign-guaranteed short-term interbank liabilities:
      affirmed at 'F2'; rating withdrawn

Anglo

   -- Long-term IDR: 'BB-'; RWN maintained

   -- Short-term IDR: 'B'; RWN maintained

   -- Support Rating: '3'; RWN maintained

   -- Support Rating Floor: 'BB-'; RWN maintained

   -- Short-term debt: 'B'; RWN maintained

   -- Senior unsecured: 'BB-'; RWN maintained

   -- Sovereign-guaranteed Long-term notes: affirmed at 'BBB+'

   -- Sovereign-guaranteed Short-term notes: affirmed at 'F2'

   -- Sovereign-guaranteed commercial paper: affirmed at 'F2''

   -- Sovereign-guaranteed Long-term deposits: affirmed at 'BBB+'

   -- Sovereign-guaranteed Short-term deposits: affirmed at 'F2'

   -- Sovereign-guaranteed Long-term interbank liabilities:
      affirmed at 'BBB+'

   -- Sovereign-guaranteed Short-term interbank liabilities:
      affirmed at 'F2'

Anglo Irish Mortgage Bank

   -- Long-term IDR: 'BB-'; RWN maintained

   -- Short-term IDR: 'B'; RWN maintained

   -- Support Rating: '3'; RWN maintained


KNOWLE CONTRACTORS: Placed Into Creditors Voluntary Liquidation
---------------------------------------------------------------
Insider Media reports that Knowle Contractors Limited has been
placed into Creditors Voluntary Liquidation.

Ian Walker and Julie Palmer of national business recovery and
restructuring firm Begbies Traynor were appointed Liquidators at a
meeting on June 24, 2011, Insider Media discloses.

According to Insider Media, the company said it had fallen victim
to the ongoing general stresses being suffered by the construction
sector post-recession -- including significant bad debts, late
payments by customers and difficulties in securing credit
facilities with suppliers and the company's bank.  As a result,
cashflow was compromised, leading to a decision by the directors
to place the company into liquidation.

Knowle Contractors Limited is a Holsworthy-based contracting and
plant hire company.


LUFTHANSA TECHNIK: May Close if Overtime Ban Not Lifted
-------------------------------------------------------
Stephen Rogers at the Irish Examiner reports that Lufthansa
Technik Airmotive Ireland has threatened to close with the loss of
465 jobs if workers do not lift an overtime ban which has been
ongoing for three months.

According to the Irish Examiner, Lufthansa Technik Airmotive
Ireland on Tuesday told staff at the Rathcoole facility that
unless the overtime ban imposed last March is lifted the survival
of the company was at risk and closing was most likely.

The firm said the unions were carrying out the action in pursuit
of a 2.5% pay increase sought under the last national wage
agreement but said that agreement had collapsed, the Irish
Examiner relates.

"Negotiation of any wage increase is simply not possible," the
Irish Examiner quotes the company as saying. "As a result of the
industrial action, very serious damage has been caused to output
from the plant, with orders being turned away, customer confidence
badly eroded, and trading losses expected."

Lufthansa Technik Airmotive Ireland is a Dublin-based aircraft
maintenance company.


===================
K A Z A K H S T A N
===================


BTA BANK: Sovereign Wealth Fund to Help Avoid Default
-----------------------------------------------------
Nariman Gizitdinov at Bloomberg News reports that Aidan
Karibzhanov, a deputy chief executive officer at Samruk-Kazyna,
said in an interview in Astana that Kazakhstan's sovereign wealth
fund will inject cash into BTA Bank if the lender requires
financing to avoid a second default.

According to Bloomberg, Mr. Karibzhanov said the fund hasn't
considered how it would inject money into the lender.

BTA was the nation's biggest lender before it defaulted and was
taken over by the state in 2009 when credit markets froze and
Kazakhstan's property bubble burst, Bloomberg notes.  Last year,
the bank restructured US$16.7 billion of debt, Bloomberg recounts.

BTA CEO Anvar Saidenov said in a June 3 interview that the bank's
payments on liabilities exceeded income by KZT3 billion (US$21
million) a month this year and operating expenses averaged KZT2
billion a month, Bloomberg relates.  Mr. Saidenov, as cited by
Bloomberg, said that the bank plans to offer its borrowers new
terms in an effort to increase repayments on KZT1 trillion of
loans.

BTA provisions for bad loans totaled KZT911 billion as of June 1,
according to Kazakhstan's financial regulator.

Mr. Saidenov said at the time that BTA is asking Samruk-Kazyna to
accept a lower rate of interest on money the fund has on deposit
and on guarantees for central bank repurchase operations,
Bloomberg notes.  BTA, Bloomberg says also wants the fund to pay
higher interest on bonds held by the lender.  According to
Bloomberg, Mr. Saidenov said that while Samruk-Kazyna pays 4%,
BTA's auditor believes the rate should be 6%.

Samruk-Kazyna plans to "sort out the situation with the
bonds," Bloomberg quotes Mr. Karibzhanov as saying in the July 5
interview.  "We will not let the bank get into trouble.""

                          About BTA Bank

BTA Bank AO (BTA Bank JSC), formerly Bank TuranAlem AO --
http://bta.kz/-- is a Kazakhstan-based financial institution,
which is involved in the provision of banking and financial
products for private and corporate clients.

The BTA Group is one of the leading banking groups in the
Commonwealth of Independent States and has affiliated banks in
Russia, Ukraine, Belarus, Georgia, Armenia, Kyrgyzstan and Turkey.
In addition, the Bank maintains representative offices in Russia,
Ukraine, China, the United Arab Emirates and the United Kingdom.
The Bank has no branch or agency in the United States, and its
primary assets in the United States consist of balances in
accounts with correspondent banks in New York City.

As of November 30, 2009, the Bank employed 5,043 people inside
and 4 people outside Kazakhstan.  It has no employees in the
United States.  Most of the Bank's assets, and nearly all its
tangible assets, are located in Kazakhstan.


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


ELEX ALPHA: Moody's Raises Rating on Class E Notes to 'B1'
----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by eleX Alpha S.A.

Issuer: eleX Alpha S.A.

  * EUR60M Class A-1 Senior Secured Revolving Floating Rate Notes
    due 2023, Upgraded to Aaa (sf); previously on Jun 22, 2011
    Aa2 (sf) Placed Under Review for Possible Upgrade

  * EUR133.5M Class A-2 Senior Secured Delayed Draw Floating Rate
    Notes due 2023, Upgraded to Aaa (sf); previously on Jun 22,
    2011 Aa2 (sf) Placed Under Review for Possible Upgrade

  * EUR28.5M Class B Senior Secured Floating Rate Notes due 2023,
    Upgraded to Aa2 (sf); previously on Jun 22, 2011 Baa2 (sf)
    Placed Under Review for Possible Upgrade

  * EUR15M Class C Senior Secured Deferrable Floating Rate Notes
    due 2023, Upgraded to A3 (sf); previously on Jun 22, 2011 Ba3
    (sf) Placed Under Review for Possible Upgrade

  * EUR16.5M Class D Senior Secured Deferrable Floating Rate
    Notes due 2023, Upgraded to Ba2 (sf); previously on Jun 22,
    2011 Caa1 (sf) Placed Under Review for Possible Upgrade

  * EUR16.5M Class E Senior Secured Deferrable Floating Rate
    Notes due 2023, Upgraded to B1 (sf); previously on Jun 22,
    2011 Ca (sf) Placed Under Review for Possible Upgrade

Ratings Rationale

eleX Alpha S.A. issued in December 2006, is a multi currency
Collateralised Loan Obligation backed by a portfolio of mostly
high yield European loans managed by DWS Finanz-Service GmbH. The
transaction has not passed the reinvestment period which ends on
11 March 2013. It is composed of 92% senior secured loans from 20
various industries.

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The actions also reflect
credit quality improvement and consideration of an increase in the
transaction's overcollateralization ratios since the rating action
in September 2009.

The actions reflect key changes to the modelling assumptions,
which incorporate (1) a removal of the temporary 30% default
probability macro stress implemented in February 2009,(2)
increased BET liability stress factors as well as (3) change to
fixed recovery rate assumptions. Additional changes to the
modelling assumptions include standardizing the modelling of
collateral amortization profile.

Moody's also notes the deal has benefitted from an increase in the
transaction's overcollateralization ratios since the rating action
in September 2009. The Class A/B, Class C, Class D and Class E
overcollateralization ratios are reported at 129.46%, 120.54% ,
112.05% and 104.68%, respectively, versus July 2009 levels of
122.18%, 114.20%, 106.54% and 99.85%, respectively and all related
overcollateralization tests are currently in compliance.

Whilst WARF reported in the trustee report has remained relatively
stable (2788 in July 2009 and 2863 in May 2011), Moody's adjusted
WARF has declined since the rating action in September 2009. The
trustee reported WARF understates the actual improvement in credit
quality 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 September 1, 2010.

Additional improvements observed by the transaction include the
reduction of defaulted securities from EUR17.6 million in
July 2009 to EUR4.3 million in May 2011.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of EUR 276.27
million, defaulted par of EUR4,36 million, a weighted average
default probability of 28.48% (implying a WARF of 2848) and a
diversity score of 37.

These default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability 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 of the assets in the collateral pool. For a Aaa
liability target rating, Moody's assumed that 92% of the portfolio
exposed to senior secured corporate assets would recover 50% upon
default, while the remaining corporate assets would recover 10%.
In each case, historical and market performance trends and
collateral manager latitude for trading the collateral are also
factors

The deal is allowed to reinvest and the manager has the ability to
deteriorate the collateral quality metrics' existing cushions
against the covenant levels. Moody's analyzed the impact of
assuming weighted average spread consistent with the covenanted
values.

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 described
below:

(1) 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.

(2) 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.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

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 EMEA
Cash-Flow model.

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.

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 66% of the collateral pool consists
of debt obligations whose credit quality has been assessed through
Moody's credit estimates.


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


EUROSAIL SERIES: Fitch Says Bank Change Has No Impact on Ratings
----------------------------------------------------------------
Fitch Ratings says that there is no impact on the ratings of the
Eurosail series (Eurosail-NL 2007-1, Eurosail-NL 2007-2) and EMF
series (EMF-NL 2008-1, EMF-NL Prime 2008-A) following the change
in collection foundation bank. The transactions comprise loans
originated by ELQ Hypotheken N.V. and Quion 50 B.V.

As of June 28, 2011, ABN AMRO N.V. ('A+'/Stable/'F1+') took over
the role of collection foundation bank in the four transactions
from Rabobank ('AA+'/Stable/'F1+'). The guaranteed investment
contract (GIC) provider in the EMF series has also been changed to
ABN AMRO N.V. from Barclays Bank PLC ('AA-'/Stable/'F1+').

The terms and conditions of the new cash collection agreements are
substantially similar to the existing agreements with Rabobank.
Similarly, in Fitch's view, the terms and conditions of the GIC
replacement are also not expected to affect the future performance
of the notes issued by the transactions in the EMF series.

Fitch has also been informed that the servicing fee in all four
transactions has been revised upwards by approximately 20%.
Although the fee will remain comparable to that charged on other
Dutch transactions, the increase will reduce the levels of excess
spread in these transactions. For EMF-NL Prime 2008-A, such a
reduction could be detrimental to the transaction's performance as
the issuer has been drawing on its reserve fund in order to cover
losses incurred from the sale of repossessed properties. Fitch
will continue to monitor the performance of the four transactions
on the back of this change.

The ratings of the transactions are:

Eurosail-NL 2007-1 B.V.:

   -- Class A (ISIN XS0307254259): 'AAAsf'; Outlook Stable; Loss
      Severity Rating of 'LS-1'

   -- Class B (ISIN XS0307256114): 'AA-sf'; Outlook Stable; Loss
      Severity Rating of 'LS-3'

   -- Class C (ISIN XS0307257435): 'A-sf'; Outlook Stable; Loss
      Severity Rating of 'LS-3'

   -- Class D (ISIN XS0307260496): 'BBsf'; Outlook Negative; Loss
      Severity Rating of 'LS-3'

   -- Class E1 (ISIN XS0307265370): 'Bsf'; Outlook Negative; Loss
      Severity Rating of 'LS-5'

   -- Class ET (ISIN XS0307265883): 'CCCsf'; Recovery Rating of
      'RR2'

Eurosail-NL 2007-2 B.V.:

   -- Class A (ISIN XS0327216569): 'AAAsf'; Outlook Stable; Loss
      Severity Rating of 'LS-1'

   -- Class M (ISIN XS0330526772): 'AAAsf'; Outlook Stable; Loss
      Severity Rating of 'LS-3'

   -- Class B (ISIN XS0327217880): 'A+sf'; Outlook Stable; Loss
      Severity Rating of 'LS-3'

   -- Class C (ISIN XS0327218425): 'A-sf'; Outlook Negative; Loss
      Severity Rating of 'LS-4'

   -- Class D1 (ISIN XS0327219159): 'BB+sf'; Outlook Negative;
      Loss Severity Rating of 'LS-4'

EMF-NL 2008-1 B.V.:

   -- Class A1 (ISIN XS0352314719): 'AA+sf'; Outlook Stable; Loss
      Severity Rating of 'LS-2'

   -- Class A2 (ISIN XS0352315526): 'AA+sf'; Outlook Stable; Loss
      Severity Rating of 'LS-2' Class A3 (ISIN XS0359127387):
      'AA+sf'; Outlook Stable; Loss Severity Rating of 'LS-2'

EMF-NL Prime 2008-A B.V.:

   -- Class A1 (ISIN XS0362459215): 'AA+sf'; Outlook Stable; Loss
      Severity Rating of 'LS-1'

   -- Class A2 (ISIN XS0362465535): 'AA+sf'; Outlook Stable; Loss
      Severity Rating of 'LS-1'

   -- Class A3 (ISIN XS0362465881): 'AA+sf'; Outlook Stable; Loss
      Severity Rating of 'LS-1' Class B (ISIN XS0362466186):
      'Asf'; Outlook Negative; Loss Severity Rating of 'LS-3'

   -- Class C (ISIN XS0362466269): 'BBsf'; Outlook Negative; Loss
      Severity Rating of 'LS-4'

   -- Class D (ISIN XS0362466772): 'CCCsf'; Recovery Rating of
      'RR3'


ZOO ABS: S&P Raises Rating on Class E Notes to 'B-'
---------------------------------------------------
Standard & Poor's Ratings Services took various rating actions on
all rated classes of notes in ZOO ABS II B.V.

Specifically, S&P has:

    * Affirmed and removed from CreditWatch negative the rating on
     the class X notes;

    * Affirmed the ratings on the class A-1, A-1D, and C notes;

    * Lowered the ratings on the class A-2 and B notes; and

    * Raised the ratings on the class D and E notes.

"The rating actions follow the application of our 2010
counterparty criteria and our assessment of the transaction's
performance using data from the latest available trustee report
dated May 30, 2011, in addition to our credit and cash flow
analysis. We have reviewed the transaction under our 2010
counterparty criteria and taken into account recent developments
in the transaction," S&P said.

"From our analysis, we have observed an increase in the levels of
credit enhancement for all classes of notes since we took rating
action on the transaction on April 23, 2010. We have also observed
from the trustee report an increase in the weighted-average spread
and an improvement in the overcollateralization test results for
all classes," according to S&P.

"However, we have also observed a deterioration in the credit
quality of the portfolio, such as a fall in the proportion of
assets with investment-grade ratings to 53.78% from 57.87%, an
increase in defaulted assets to 2.97% from 2.65%, and a rise in
assets rated 'CCC+', 'CCC', or 'CCC-' to 6.65% from 5.28%," S&P
stated.

"We subjected the capital structure to a cash flow analysis to
determine the break-even default rate for each rated class. In our
analysis, we used the reported portfolio balance, weighted-average
spread, and weighted-average recovery rates that we considered
appropriate. We incorporated various cash flow stress scenarios
using alternative default patterns, levels, and timing for each
liability rating category (i.e., 'AAA', 'AA', and 'BBB') in
conjunction with different interest stress scenarios," S&P said.

"On Jan. 18, 2011, we placed on CreditWatch negative our rating on
the class X notes when our 2010 counterparty criteria became
effective," S&P related.

"In our opinion, the credit enhancement available to the class X
notes is consistent with their current rating, taking into account
our credit and cash flow analyses and our updated counterparty
criteria. We have therefore affirmed and removed from CreditWatch
negative our rating on the class X notes," S&P said.

"We have also affirmed our ratings on the class A-1, A-1D, and C
notes, as our analysis indicates that the credit enhancement
available to these notes is consistent with the ratings currently
assigned," S&P related.

"In our opinion, the credit enhancement available to the class A-2
and B notes is not sufficient to maintain their current ratings.
We have therefore lowered our ratings on these classes of notes,"
S&P said.

"Our credit and cash flow analysis on the class D and E notes
indicated that the credit enhancement was consistent with higher
ratings than previously assigned. We have therefore raised our
ratings on these notes," according to S&P.

ZOO ABS II is a European collateralized debt obligation of asset-
backed securities transaction collateralized by a pool of
structured finance assets. "The transaction closed in December
2005 and is managed by P&G SGR SpA. According to our analysis,
mostly prime residential mortgage-backed assets (56.16%) back the
transaction, followed by corporate CDOs (20.67%). Geographically,
the portfolio is concentrated in Italy, the U.K., and Spain,
which together account for 68.61% of the portfolio," S&P added.

Ratings List

Class                Rating
               To               From

ZOO ABS II B.V.
EUR255.5 Million Senior Delayed Drawdown and Deferrable-Interest
Secured Floating-Rate Notes

Rating Affirmed and Removed From CreditWatch Negative

X              AAA (sf)         AAA (sf)/Watch Neg

Ratings Lowered

A2             BBB+ (sf)        A- (sf)
B              BBB- (sf)        BBB+ (sf)

Ratings Raised

D              B+ (sf)          B (sf)
E              B- (sf)          CCC (sf)

Ratings Affirmed

A-1            AA- (sf)
A-1D           AA- (sf)
C              BB+ (sf)


===============
P O R T U G A L
===============


* PORTUGAL: Moody's Cuts Long-Term Gov't. Bond Ratings to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has downgraded Portugal's long-term
government bond ratings to Ba2 from Baa1 and assigned a negative
outlook. Concurrently, Moody's has also downgraded the
government's short-term debt rating to (P) Not-Prime from (P)
Prime-2.  The rating action concludes the review of Portugal's
ratings initiated on April 5, 2011.

The following drivers prompted Moody's decision to downgrade and
assign a negative outlook:

  1. The growing risk that Portugal will require a second round
     of official financing before it can return to the private
     market, and the increasing possibility that private sector
     creditor participation will be required as a pre-condition.

  2. Heightened concerns that Portugal will not be able to fully
     achieve the deficit reduction and debt stabilization targets
     set out in its loan agreement with the European Union (EU)
     and International Monetary Fund (IMF) due to the formidable
     challenges the country is facing in reducing spending,
     increasing tax compliance, achieving economic growth and
     supporting the banking system.

Ratings Rationale

The first driver informing Moody's downgrade of Portugal's
sovereign rating is the increasing probability that Portugal will
not be able to borrow at sustainable rates in the capital markets
in the second half of 2013 and for some time thereafter. Such a
scenario would necessitate further rounds of official financing,
and this may require the participation of existing investors in
proportion to the size of their holdings of debt that will become
due.

Moody's notes that European policymakers have grown increasingly
concerned about the shifting of Greek debt held by private
investors onto the balance sheets of the official sector. Should a
Greek restructuring become necessary at some future date, a shift
from private to public financing would imply that an increasingly
large share of the cost would need to be borne by public sector
creditors. To offset this risk, some policymakers have proposed
that private sector participation should be a precondition for
additional rounds of official lending to Greece.

Although Portugal's Ba2 rating indicates a much lower risk of
restructuring than Greece's Caa1 rating, the EU's evolving
approach to providing official support is an important factor for
Portugal because it implies a rising risk that private sector
participation could become a precondition for additional rounds of
official lending to Portugal in the future as well. This
development is significant not only because it increases the
economic risks facing current investors, but also because it may
discourage new private sector lending going forward and reduce the
likelihood that Portugal will soon be able to regain market access
on sustainable terms.

The second driver of the rating action is Moody's concern that
Portugal will not achieve the deficit reduction target -- to 3% by
2013 from 9.1% last year as projected in the EU-IMF program -- due
to the formidable challenges the country is facing in reducing
spending, increasing tax compliance, achieving economic growth and
supporting the banking system. As a result, the country may be
unable to stabilize its debt/GDP ratio by 2013. Specifically,
Moody's is concerned about the following sources of risk to the
budget deficit projections:

  1. The government's plans to restrain its spending may prove
     difficult to implement in full in sectors such as
     healthcare, state-owned enterprises and regional and local
     governments.

  2. The government's plans to improve tax compliance (and,
     hence, generate the projected additional revenues) within
     the timeframe of the loan program and, in combination with
     the factor above, may hinder the authorities' ability to
     reduce the budget deficit as targeted.

  3. Economic growth may turn out to be weaker than expected,
     which would compromise the government's deficit reduction
     targets. Moreover, the anticipated fiscal consolidation and
     bank deleveraging would further exacerbate this. Consensus
     growth forecasts for the country have been revised downwards
     following the EU/IMF loan agreement. Even after these
     downward revisions, Moody's believes the risks to economic
     growth remain skewed to the downside.

  4. There is a non-negligible possibility that Portugal's
     banking sector will require support beyond what is currently
     envisaged in the EU/IMF loan agreement.  Any capital
     infusion into the banking system from the government would
     add additional debt to its balance sheet.

Moody's acknowledges that its earlier concerns about political
uncertainty within Portugal itself have been largely resolved.
Portugal's national elections on June 5 led to the formation of a
viable government, both components of which had campaigned on the
basis of supporting the EU-IMF loan agreement negotiated by the
previous government. Moody's also acknowledges the policy
initiatives announced at the end of June demonstrate the new
Portuguese government's commitment to the program. However, the
downside risks are such that Moody's now considers the government
long-term bond rating to be more appropriately positioned at Ba2.
The negative outlook reflects the implementation risks associated
with the government's ambitious plans.

WHAT COULD CHANGE THE RATING UP/DOWN

Developments that could stabilize the outlook or lead to an
upgrade would be a reduction in the likelihood that private sector
participation might be required as precondition for future rounds
of official support or evidence that Portugal is likely to achieve
or exceed its deficit reduction targets.

A further downgrade could be triggered by a significant slippage
in the execution of the government's fiscal consolidation program,
a further downward revision of the country's economic growth
prospects or an increased risk that further support requires
private sector participation.

PREVIOUS RATING ACTION AND THE METHODOLOGY

Moody's previous rating action on Portugal was implemented on
April 5, 2011, when the rating agency downgraded the government's
long-term debt rating by one notch to Baa1 and placed it on review
for further possible downgrade. It also downgraded the
government's short-term debt rating to (P) Prime-2 from (P) Prime-
1.

The principal methodology used in this rating was Sovereign Bond
Ratings Methodology was published in September 2008.


=============
R O M A N I A
=============


CITY MALL: Gets New Tenant Following Failed Auction
---------------------------------------------------
Irina Popescu at Romania Business Insider reports that bankrupt
City Mall shopping center got a new tenant.

According to Romania Business Insider, the Romanian shoes and
accessories producer Chic Madame was set to open its first store
in City Mall shopping center on Wednesday, the investment being
estimated at EUR 25,000.

The City Mall shopping center went bankrupt in November 2010,
after its owners APN European Retail Trust were unable to repay
the loans taken for its construction, Romania Business Insider
recounts.  City Mall failed to draw bidders in the fifth auction,
set for June 30, thus the liquidator, Casa de Insolventa
Transilvania, will sell the unit through direct negotiation,
Romania Business Insider notes.

As reported by the Troubled Company Reporter-Europe on June 20,
2011, Ziarul Financiar related that City Mall was set to be put up
for auction on June 30 at a starting price of EUR20.96 million,
down from around EUR24 million starting price at the previous sale
attempt.

City Mall is a Bucharest shopping center.


* ROMANIA: Fitch Upgrades Long-Term IDR to 'BBB-' From 'BB+'
------------------------------------------------------------
Fitch Ratings has upgraded Romania's Long-term foreign currency
Issuer Default Rating to 'BBB-' from 'BB+' and Long-term local
currency IDR to 'BBB' from 'BBB-'. The Outlooks are Stable. At the
same time, the agency has upgraded the Country Ceiling to 'BBB+'
from 'BBB' and the Short-term foreign currency IDR to 'F3' from
'B'.

"The upgrade reflects Romania's progress in recovering from the
effects of the financial crisis, evident in a return of GDP
growth, a strong export performance, narrowing in the current
account deficit and reduction in its budget deficit," says Ed
Parker, Head of EMEA Sovereigns at Fitch. "Overall, there has been
a material easing in Romania's downside risks, commensurate with a
return to an investment grade rating," adds Parker.

Economic recovery started in early 2011, with GDP up 1.6% y-o-y,
after one of the longest recessions in the EU. The recovery is
driven by strong export growth, which has seen Romania gain market
share, while the contraction in domestic demand has also
contributed to the necessary correction in the current account
deficit to 4.2% of GDP in 2010 from 11.6% in 2008.

Critically, the budget deficit is now on a downward trajectory
after painful fiscal measures equivalent to around 5 percentage
points of GDP since 2008, and supported by the cyclical recovery.
Fitch believes that the government is on track to meet its 2011
general government deficit target of 4.9% of GDP (ESA 95 basis),
down from 6.4% in 2010 and 8.5% in 2009. General government debt
was 30.8% of GDP at end-2010, which remains below the 'BBB'-range
median of 35%. In addition, the government has successfully
accessed international capital markets and started to lengthen the
maturity of its domestic debt.

The follow-up precautionary IMF/EU program agreed in March 2011
and the new fiscal responsibility law should also help to anchor
policy discipline. Following major reforms to pensions and public
employment last year, the government has started a program of
privatization and restructuring of inefficient state-owned
enterprises. Nevertheless, Fitch believes that some further policy
measures will be required to reduce the budget deficit to meet the
target of 3% of GDP in 2012 and sees a risk of moderate fiscal
slippage, not least with parliamentary elections scheduled for
November 2012. Although the main opposition coalition has
committed to the IMF-EU program targets, the parties have also
made some costly pledges on taxes and expenditure.

The other main downside risk relates to the financial sector,
where non-performing loans are still increasing and reached 13% at
end-April 2011, although concerns are partly mitigated by the
relatively high capital adequacy ratio of 14.9% and just adequate
provisioning levels. In addition, 16% of the banking system (as a
percentage of assets) is owned by Greek parent banks, though Fitch
understands that these banks do not have any significant exposure
to Greek sovereign assets.

Inflation was relatively high at 8.4% in May, partly driven by
temporary factors, such as the 5 percentage point VAT increase in
2010 and exogenous food and energy price shocks. Inflation will
decline from the recent elevated level in the second half of the
year due to favorable base effects. Nevertheless, it will remain
significantly above the central bank's target of 3% and is
unlikely to return to target by end-2012.

Romania's ratings are supported by income per capita above the
'BBB' median and a relatively strong debt-servicing record.
Governance indicators are in line with 'BBB' peers and political
stability is underpinned by EU membership.

In terms of potential triggers for future rating actions, in the
medium term, robust GDP growth and real income convergence with
the EU, especially if underpinned by structural reforms, without
generating macroeconomic imbalances would put upward pressure on
the rating. Sustained fiscal consolidation could also lead to
positive rating action.

In contrast, a significant loosening of fiscal discipline, for
example in the context of parliamentary elections scheduled for
November 2012 could lead to a negative rating action. In addition,
a severe spill-over from negative external shocks, for example
problems at Greek parent banks could also erode the country's
creditworthiness.


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


ROSBANK: Moody's Affirms 'D' Bank Financial Strength Rating
-----------------------------------------------------------
Moody's Investors Service has affirmed the D standalone bank
financial strength rating of Rosbank. The rating agency has also
upgraded the bank's long-term and short-term local and foreign
currency deposit ratings and its local currency senior unsecured
debt rating to Baa2/Prime-2 from Baa3/Prime-3. The outlook on all
of the bank's global scale ratings is stable.

Rosbank, in its present form, was created on July 1, 2011 by the
merger of two Russian subsidiaries of Societe Generale Group --
Rosbank ("pre-merger Rosbank", which, prior to the merger, was
rated Baa3/Prime-3/D, with positive outlook on the deposit
ratings) and Bank Societe Generale Vostok ("BSGV", which, prior to
the merger, was rated Baa2/Prime-2/D-, with stable outlook on the
deposit ratings). The merged entity is controlled by Societe
Generale (rated Aa2, C+ on review for downgrade/ Prime-1).

Simultaneously with the rating action on merged Rosbank, Moody's
upgraded BSGV's BFSR to D from D- and also affirmed BSGV's long-
term and short-term local and foreign currency deposit ratings of
Baa2/Prime-2, with stable outlook on all of the above-mentioned
ratings. Moody's upgrade of BSGV's ratings reflects the combined
financial strength of the merged entity. BSGV's Baa2/Prime-2/D
ratings will be withdrawn, as the bank is now consolidated into
the merged Rosbank.

Ratings Rationale

The rating agency explained that the D BFSR of the merged Rosbank,
mapping to the long-terms scale of Ba2, reflects the combined
entity's (i) post-merger position as one of the largest financial
institutions in Russia, ranking in the top-10 by total assets;
(ii) a large distribution network of around 700 branches and 8.000
points of sales; (iii) improved capital levels following a
sizeable capital injection in Rosbank in late 2010; and (iv) the
merged entity's stable liquidity position underpinned by the bank
historically strong deposit-gathering capacity combined with its
comfortable access to parental and market funding.

At the same time, the merged Rosbank's BFSR is constrained by: (i)
its low profitability and cost efficiency metrics; (ii) the still
persisting uncertainties surrounding the bank's asset quality,
especially concerning large corporate loans generated by pre-
merger Rosbank (including those renegotiated); as well as (iii)
execution challenges accompanying the large-scale project of
operational integration of Societe Generale's Russian subsidiaries
under the holding of Rosbank.

The rating agency further said that merged Rosbank's global local
currency (GLC) deposit ratings receive a three-notch uplift to
Baa2/Prime-2 from the bank's long-term scale of Ba2, due to a very
high probability of parental support in case of need.

"Before the merger with BSGV, Rosbank's ratings had already
benefitted from Moody's assumption of high probability of parental
support to the bank; this view not only reflected the Societe
Generale's controlling stake in Rosbank, but also the French
group's majority representation on the bank's Board of Directors
and its close strategic and operational oversight of the
subsidiary," says Olga Ulyanova, a Moody's Vice-President and lead
analyst for the bank. "With the completion of the legal
integration of all Societe Generale's Russian subsidiaries under
the holding of Rosbank, the latter has become of even greater
importance to the group. In connection with these developments,
Rosbank will undergo a rebranding such that the corporate identity
of Societe Generale -- the group's signature and logo -- will be
included in the subsidiary's trade mark," adds Ms. Ulyanova.

Principal Methodologies

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, pre-merger Rosbank reported --
under audited IFRS -- total assets of US$14.9 billion and total
equity of US$2.8 billion as at December 31, 2010; net IFRS income
for 2010 stood at US$20.5 million.

Headquartered in Moscow, Russia, BSGV reported -- under audited
IFRS -- total assets of US$4.5 billion and total equity of US$441
million as at December 31, 2010. Over the same period, the bank
recorded a net IFRS loss of US$10.3 million.


* RUSNANO: S&P Affirms Issuer Credit Ratings at 'BB+/B'
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' long-term
and 'B' short-term issuer credit ratings and 'ruAA+' Russia
national scale rating on Russian government nanotechnologies
investment vehicle RusNano. The outlook is stable.

"We base our ratings on RusNano on its stand-alone credit profile,
which we assess at 'b+'. The ratings also factor in Standard &
Poor's opinion that there is a 'high' likelihood that the
government of the Russian Federation (foreign currency
BBB/Stable/A-3; local currency BBB+/Stable/A-2; Russia national
scale 'ruAAA') would provide timely and sufficient extraordinary
support to RusNano in the event of financial distress," S&P said.

"We expect RusNano to receive strong ongoing support from the
Russian government in the form of capital injections until 2012,
and guarantees on debt issued until 2015," S&P stated. In
accordance with its criteria for government-related entities, our
view of a 'high' likelihood of extraordinary government support is
based on S&P's assessment of RusNano's:

  * "Important role" for the government of Russia. The government
    created RusNano to support state policies on promoting
    economic diversification into innovative sectors. RusNano's
    mandate is to invest in projects that apply nanotechnology and
    to promote these investments in the market. Consequently,
    RusNano is one of the government's main tools of economic
    diversification in high-tech industries, which is confirmed by
    the government's approval of large regular equity injections
    for RusNano until 2012; and

  * "Very strong" link with the Russian government, its full
    owner. Following the transformation of RusNano into a joint-
    stock company in March 2011, the government continues to
    monitor RusNano closely, with two ministers of the Russian
    government on the board of directors. Privatization is
    unlikely, in S&P's view. The government has confirmed its
    plans to guarantee RusNano's borrowings in 2010-2015.

"The ratings on RusNano are therefore higher than our assessment
of its stand-alone credit profile, which reflects our expectation
of increasing exposure to investments in a volatile industry and
with a largely untested business model. As of April 1, 2011, the
company had committed to invest RUB144 billion in the next few
years and had already approved participation in more than 100
projects, for which visibility of future investment value is,
in our view, modest," S&P stated.

"The stable outlook reflects our expectation that the strong
ongoing state support that we anticipate will likely continue for
the next two-to-three years offsets any uncertainty we perceive
regarding RusNano's relationship with the state in the longer term
and the viability of the applied business model," S&P related.

An upgrade might result from a significant improvement in
RusNano's stand-alone credit profile or a higher probability of
timely extraordinary support, both of which seem unlikely within
the outlook timeframe (the next 12 months).

"A downgrade within the next 12 months might result if we
downgrade the sovereign local currency credit rating or if we
observe signs of a lower likelihood of timely extraordinary
support from the government. Larger-than-expected borrowings,
deterioration of RusNano's liquidity position, or investment
portfolio performance far below the company's expectations might
also pressure the stand-alone credit profile and the ratings," S&P
added.


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


BANCO DE VALENCIA: Moody's Assigns 'Baa1' Rating to Covered Bonds
-----------------------------------------------------------------
Moody's Investors Service assigned a definitive long-term rating
of Baa1 (on review for downgrade) to Banco de Valencia S.A.'s
covered bonds, issued under the Spanish Covered Bond law.

Ratings Rationale

As with all covered bonds, the issuance benefits from two layers
of protection by having recourse to both the issuer and a
collateral pool (comprising commercial and residential mortgages
located in Spain). The rating therefore takes into account the
following factors:

(1) The issuer's credit strength (rated Ba1, on review for
     downgrade)

(2) The structure created by the transaction documents combined
     with the legal framework for Spanish covered bonds

(3) The credit quality of the cover assets securing the issuer's
     payment obligations under the covered bonds

(4) As of March 2011, the over-collateralization level
     consistent with the Baa1 rating is 17% and the level of
     over-collateralization is 154%

Moody's has assigned a Timely Payment Indicator (TPI) of
"Probable" to the covered bonds.

As is the case with other covered bonds, Moody's considers the
transaction to be linked to the credit strength of the issuer,
particularly from a timeliness of payment perspective. If this
credit strength deteriorates -- all other variables being equal
-- the covered bond rating may come under pressure.

The Baa1 rating assigned to the covered bonds is on review for
downgrade from the inception of the deal. This reflects the review
for downgrade (initiated on March 24, 2011) on Banco de Valencia's
debt and deposit ratings. Moody's will conclude the review of the
covered bond ratings, once the review of Banco de Valencia's debt
and deposit ratings is concluded. If Banco de Valencia's long-term
debt rating is confirmed at Ba1, the Baa1 rating of the covered
bonds could be confirmed, all other variables being equal. If
Banco de Valencia's rating is downgraded to Ba2 (i.e., by one
notch), the Baa1 rating of the covered bonds could still be
confirmed if a minimum of 36.5% over-collateralization is
available, all other things being equal.

If Moody's takes a multi-notch downgrade of Banco de Valencia's
long-term rating, a downgrade of the covered bonds would be very
likely, driven by (i) the characteristics of the cover pool at
that time; (ii) the available committed over-collateralization;
and (iii) the restrictions in Moody's TPI framework.

The rating assigned by Moody's addresses the expected loss posed
to investors. Moody's ratings address only the credit risks
associated with the transaction. Other non-credit risks have not
been addressed, but may have a significant effect on yield to
investors.

The Baa1 rating on review for downgrade assigned to the issuer's
existing covered bonds is expected to be assigned to all
subsequent covered bonds issued by the issuer under this program.
This is subject to any subsequent future rating actions in
relation to the issuer's covered bonds, which are expected to
affect all such covered bonds. If there are any exceptions to
this, Moody's will in each case publish details in a separate
press release

KEY RATING ASSUMPTIONS/FACTORS

Covered bond ratings are determined after applying a two-step
process: expected loss analysis and TPI framework analysis.
EXPECTED LOSS: Moody's determines a rating based on the expected
loss on the bond. The primary model used is Moody's Covered Bond
Model (COBOL) which determines expected loss as a function of the
issuer's probability of default, measured by its rating of Ba1,
and the stressed losses on the cover pool assets following issuer
default.

The Cover Pool Losses for this program are 42.1%. This is an
estimate of the losses Moody's currently models in the event of
issuer default. Cover Pool Losses can be split between Market Risk
of 21.25% and Collateral Risk of 20.85%. Market Risk measures
losses as a result of refinancing risk and risks related to
interest rate and currency mismatches (these losses may also
include certain legal risks). Collateral Risk measures losses
resulting directly from the credit quality of the assets in the
cover pool. Collateral Risk is derived from the Collateral Score,
which for this program is currently 31.1%.

TPI FRAMEWORK: Moody's assigns a "timely payment indicator" (TPI)
which indicates the likelihood that timely payment will be made to
covered bondholders following issuer default. The effect of the
TPI framework is to limit the covered bond rating to a certain
number of notches above the issuer's rating.

SENSITIVITY ANALYSIS

The robustness of a covered bond rating largely depends on the
credit strength of the issuer.

The number of notches by which the issuer's rating may be
downgraded before the covered bonds are downgraded under the TPI
framework is measured by the TPI Leeway. The TPI leeway varies
with the ratings of the covered bonds, the nature of the covered
bond program and the rating of the respective issuer. Please refer
to "Moody's EMEA Covered Bonds Monitoring Overview", published
quarterly, for the TPI leeway of each program.

A multiple notch downgrade of the covered bonds might occur in
certain limited circumstances. Some examples might be (i) a
sovereign downgrade negatively affecting both the issuer's senior
unsecured rating and the TPI; (ii) a multiple notch downgrade of
the issuer; or (iii) a material reduction of the value of the
cover pool.

For further details on Cover Pool Losses, Collateral Risk, Market
Risk, Collateral Score and TPI Leeway across all covered bond
programs rated by Moody's please refer to "Moody's EMEA Covered
Bonds Monitoring Overview", published quarterly. These figures are
based on the most recent cover pool information provided by the
issuer and are subject to change over time.

RATING METHODOLOGY

The principal methodology used in rating the issuer's covered
bonds is "Moody's Rating Approach to Covered Bonds" published in
March 2010. Other methodologies and factors that may have been
considered in the rating process can also be found on the Moody's
Web site.


CABLEUROPA: Moody's Puts B3 CFR on Review for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed the B3 corporate family
rating (CFR) and probability of default rating (PDR) of
Cableuropa, S.A.U. on review for possible upgrade. Moody's has
also placed on review for possible upgrade the B2 rating on the
EUR700 million worth of senior secured notes due in 2018 issued by
Nara Cable Funding Limited, which the company has announced it is
proposing to increase through a EUR300 million tap offering.
Concurrently, Moody's has also placed on review for possible
upgrade the Caa2 ratings on the existing EUR295 million and US$225
million worth of senior unsecured notes due in 2019 issued by ONO
Finance II Plc.

ONO intends to use the proceeds from this tap offering to repay an
equal amount of indebtedness under the company's senior secured
bank facilities.

Ratings Rationale

"T[he] rating action follows the company's announcement that it
intends to launch an add-on offering of approximately EUR300
million of Senior Secured Notes due 2018, and reflects the
progress that the company has made over the past year or so in
extending its debt maturity profile and reducing its refinancing
wall in 2013-14," says Ican Palacios, a Moody's Vice President --
Senior Analyst and lead analyst for ONO.

"Including the proposed bond issuance, if successful, ONO will
have issued around EUR1.5 billion worth of bonds since October
2010. This is a substantial amount, which will help the company to
ease the refinancing of the remaining amounts outstanding under
its senior bank facility," explains Mr. Palacios.

The transaction will have a neutral impact on ONO's leverage,
which stood at around 5.2x for the last 12 months ended March 2011
on a Moody's adjusted debt/EBITDA basis. However, ONO's debt
maturity wall in 2013 remains large, at around EUR1.9 billion, and
Moody's will continue to monitor further efforts by the company to
reduce its refinancing risk.

"The review process will focus on (i) the company's ability to
successfully close the proposed transaction and (ii) the near term
operating performance of the company, including the execution of
the business plan against the backdrop of the tough economic
environment in Spain," says Mr. Palacios.

ONO's ratings will likely be upgraded by one notch if the bond
issuance is closed successfully and the performance of the company
in Q2 2011 as well as its prospects for the remaining of the year
are in line with Moody's expectations.

The action places ONO's ratings on review for possible upgrade and
Moody's does not currently expect negative pressure to be exerted
on the rating. However, downward rating pressure could arise as a
result of (i) a failure by ONO to deliver operational performance
that is in line with Moody's estimates; or (ii) the re-emergence
of liquidity concerns, if ONO fails to proactively address the
refinancing of its 2013 debt maturities.

Principal Methodology

The principal methodology used in rating Cableuropa S.A.U. was the
Global Cable Television Industry Methodology published in
July 2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Madrid, Cableuropa, S.A.U. (ONO) is Spain's
largest cable operator and leading alternative provider of
telecommunications, broadband and internet and pay-TV services. It
is the only cable operator with national coverage. In FY 2010, ONO
reported revenues of around EUR1.5 billion.


NARA CABLE: S&P Rates EUR300-Mil. Senior Secured Notes at 'B'
-------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' issue rating to
the proposed EUR300 million senior secured notes, due 2018, to be
issued by the special-purpose vehicle Nara Cable Funding Ltd. Nara
Cable Funding is borrowing on behalf of the Spanish cable operator
Cableuropa S.A.U. (B/Stable/--). The proposed issuance is a tap to
the EUR700 million senior secured notes issued in October 2010.
"We have not assigned a recovery rating to the proposed or
existing notes," S&P stated.

"We understand that Nara Cable Funding will lend the proceeds of
the proposed notes, if issued successfully, to Cableuropa through
a new facility, SPV Tranche 2. The proceeds will be used to pay
down Cableuropa's existing senior secured debt facilities. We have
assigned an issue rating of 'B' to the proposed loan facility, in
line with the corporate credit rating on Cableuropa. We also
assigned a recovery rating of '3' to the proposed loan facility,
reflecting our expectation of meaningful (50%-70%) recovery for
the lenders in the event of a payment default," S&P said.

"We anticipate that any additional amounts raised as part of the
proposed issuance will be used to pay down Cableuropa's existing
senior secured credit facilities," S&P noted.

"The ratings on the proposed notes and the proposed SPV Tranche 2
facility are based on preliminary information and are subject to
our review of the final documentation. In the event of any changes
to the amount, terms, or conditions of the proposed issuance, the
issue and recovery ratings might be subject to further review,"
S&P stated.

The issue and recovery ratings on Cableuropa's other instruments
are unchanged.

                       Recovery Analysis

"In order to determine recoveries, we simulate a hypothetical
default scenario. In particular, we believe that a default would
most likely result from excessive leverage and Cableuropa's
inability to refinance its capital structure in 2013 (at maturity
of the group's senior secured bank debt), as a result of operating
underperformance," S&P stated.

"We value the group on a going-concern basis, given Cableuropa's
solid market positions and the cable sector's significant barriers
to entry that result from the industry's high capital
intensiveness. At the hypothetical point of default in 2013, we
value the group at about EUR2.95 billion," S&P related.

The issue and recovery ratings on the secured SPV Tranche 1
facility and proposed SPV Tranche 2 facility reflect the estimated
value available and accessible to the respective creditors, the
likelihood of insolvency proceedings being adversely influenced by
Cableuropa's Spanish domicile, the high proportion of senior
secured debt instruments in the capital structure, and the weak
security package, including a first-ranking share pledge over
Cableuropa and any material subsidiaries (no assets are pledged).

"With regard to the pass-through transaction, although we have not
assigned a recovery rating to the proposed senior secured notes,
we believe that recovery prospects for these notes are
intrinsically linked to the recovery prospects on the senior
secured SPV Tranche 1 facility and the proposed SPV Tranche 2
facility. We base this view on the assignment of rights granted to
noteholders under the SPV tranche facilities. We consider that
potential recovery for noteholders would rely entirely on the
effective operation of the pass-through structure between the
corporate entity (Cableuropa) and the issuer (Nara Cable
Funding)," S&P stated.

Ratings List

New Rating

Cableuropa S.A.U.
Senior secured debt
EUR300 mil. bank loan due 12/31/2013   B
Recovery Rating                        3


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


CABLE & WIRELESS: ABI Raises Concerns Over Pay Policy
-----------------------------------------------------
Andrew Parker at The Financial Times reports that Cable and
Wireless Worldwide faces the risk of a showdown with shareholders
after a leading UK investor body raised concerns about the pay
policy for top executives at the troubled telecoms company and its
recent boardroom shake-up.

According to the FT, the Association of British Insurers has
issued a so-called amber-top alert to shareholders about C&W
Worldwide, which is reeling from three profit warnings in less
than a year and has its annual meeting on July 21.

The ABI also issued an amber-top alert about Cable and Wireless
Communications, C&W Worldwide's former sister group, the FT
discloses.

Some shareholders vented their anger last week after the third
profit warning at C&W Worldwide since its demerger from the old
Cable and Wireless group in March last year, the FT relates.

One large investor complained how John Pluthero and Jim Marsh,
until last week chairman and chief executive respectively at C&W
Worldwide, secured millions of pounds in cash under a
controversial pay plan based on share price performance before the
demerger, the FT discloses.  C&W Worldwide's share price has
fallen 48% since the demerger, the FT notes.

The latest profit warning resulted in Mr. Pluthero replacing
Mr. Marsh as chief executive, the FT states.

Mr. Pluthero was de facto chief executive of C&W Worldwide before
the demerger, and the ABI's amber-top alert was prompted partly by
the unusual boardroom changes following the profit warning, the FT
says.  The alert also stems from concerns about aspects of the
planned new pay scheme at C&W Worldwide, according to the FT.

Headquartered in London, Cable & Wireless Worldwide plc, formerly
Cable & Wireless Worldwide Limited, is a telecommunications
service provider.  It specializes in the provision of
communication infrastructure and services to large users of
telecommunications services.


GF PARTNERSHIP: Collapses; To Appoint BRI Business as Liquidator
----------------------------------------------------------------
Michael Glackin at Building.co.uk reports that GF Partnership
(Building) Ltd has collapsed.

"We regret to inform you that the GF Partnership Limited has
ceased trading.  Meetings of creditors and shareholders have been
convened for July 28, 2011, pursuant to S.98 of the Insolvency Act
1986.  At these meetings it is anticipated that shareholders and
creditors will resolve to place the company into creditors'
voluntary liquidation." the company said in a statement posted on
its Web site, Building.co.uk relates.

The statement added that all inquiries should be directed to the
proposed liquidators, BRI Business Recovery and Insolvency, the
report notes.

BRI senior insolvency administrator Suki Bains told Building that
the firm ceased trading last week.

Ms. Bains said the directors' report would provide creditors with
details of what led to the firm's collapse in due course,
Building.co.uk adds.

The GF Partnership (Building) Ltd provides a comprehensive range
of quantity surveying and claims & dispute resolution consultancy
services to the construction industry.  GF Partnership employs 75
surveyors and has worked with a number of contractors including
Durkan, Skanska McNicholas, Morrison Construction, Amey and Morgan
Sindall.


HOMEFORM GROUP: Goes Into Administration, Cuts 500 Jobs
-------------------------------------------------------
ITN News reports that 557 staff have been made redundant after
Homeform went into administration.  The company is just keeping 24
employees.

ITN News notes that 627 jobs were saved as the Sharps Bedrooms
business was sold immediately once Homeform went into
administration.

Customers who paid deposits to Moben, Dolphin and Kitchens Direct,
which is owned by the company, but did not pay by debit or credit
card are unlikely to receive a refund, ITN News discloses.  The
453 customers' deposits totaled GBP1.5 million.  The report
relates that a further 921 customers who paid by credit or debit
card should be getting their deposits back.

ITN News notes that administrators at Deloitte are trying to sell
the brands which have over 160 showrooms across the UK.

"The business has suffered from the extreme pressures currently
hitting retailers of high value items, as customers shy away from
big ticket purchases such as kitchens and bathrooms.  We are now
in urgent discussions with the key stakeholders and interested
parties of Moben, Dolphin and Kitchens Direct in an attempt to
sell all or parts of the businesses," the report quoted Joint
administrator Phil Bowers as saying.


LLOYDS BANKING: Mulls 15,000 Job Cuts by 2014
---------------------------------------------
BBC News reports that Lloyds Banking Group has said it will cut
another 15,000 jobs, 14% of its workforce.

According to BBC, the move is part of the banking group's
strategic review that targets GBP1.5 billion in annual savings by
2014 and aims to reduce its international presence.

BBC relates that the bank said it would not close any UK branches,
implying that the cuts are likely to fall on middle management and
back office functions.

The strategic review was launched by the bank's new chief
executive, Antonio Horta-Osorio, who left Santander's UK business
to run Lloyds on March 1, BBC discloses.

The job losses represent 14% of Lloyds Banking Group's total of
104,000 employees, BBC notes.

The cost-cutting program itself will cost GBP2.3 billion in total,
but is expected to free up about GBP2 billion for investments over
2011-14, BBC says.

              About Lloyds Banking Group PLC

Lloyds Banking Group plc -- http://www.lloydsbankinggroup.com/--
is a financial services group providing a range of banking and
financial services, primarily in the United Kingdom, to personal
and corporate customers.  The Company operates in four segments:
Retail, Wholesale, Wealth and International, and Insurance. Its
main business activities are retail, commercial and corporate
banking, general insurance, and life, pensions and investment
provision.  It also operates an international banking business
with a global footprint in over 30 countries.  Services are
offered through a number of brand, including Lloyds TSB, Halifax,
Bank of Scotland, Scottish Widows, Clerical Medical and Cheltenham
& Gloucester, and a range of distribution channels.  In March
2010, Capita Group Plc acquired Ramesys (Holdings) Ltd from Lloyds
Banking Group plc's Lloyds Bank.  In April 2011, Lloyds Banking
Group plc's LDC bought gas and chemicals business, A-Gas, and a
stake in UK2 Group, a Web hosting company.


LLOYDS BANKING: Has Double Exposure to Risky Mortgages
------------------------------------------------------
Sharlene Goff and Norma Cohen at The Financial Times report that
Lloyds Banking Group's exposure to the riskiest kind of mortgages
is more than double that of any of its top five rivals.

According to the FT, data published last month by the Bank of
England showed that loans representing more than a quarter of
Lloyds' mortgage book are worth at least 90% of the property value
they are secured against.

The danger of these kinds of loans is that home buyers who make
insignificant deposits are considered more likely to fall into
arrears, the FT says.  High loan-to-value ratios also pose the
risk of bigger losses if borrowers default, the FT notes.

In total, 60% of Lloyds' secured debt book -- which includes
mortgages to individuals and businesses -- has a loan to value
deemed high or very high by the Bank of England, compared with 38%
for RBS, 33% for Santander, and just 6% for HSBC, the FT states.

About 13% of Lloyds' GBP340 billion mortgage book -- GBP45 billion
of loans -- exceed the value of the property they are secured
upon, the FT discloses.

"This increases the worry about the quality of Lloyds' assets and
the potential of loan losses to come," the FT quotes Ronit Ghose,
an analyst at Citigroup, as saying.

              About Lloyds Banking Group PLC

Lloyds Banking Group plc -- http://www.lloydsbankinggroup.com/--
is a financial services group providing a range of banking and
financial services, primarily in the United Kingdom, to personal
and corporate customers.  The Company operates in four segments:
Retail, Wholesale, Wealth and International, and Insurance. Its
main business activities are retail, commercial and corporate
banking, general insurance, and life, pensions and investment
provision.  It also operates an international banking business
with a global footprint in over 30 countries.  Services are
offered through a number of brand, including Lloyds TSB, Halifax,
Bank of Scotland, Scottish Widows, Clerical Medical and Cheltenham
& Gloucester, and a range of distribution channels.  In March
2010, Capita Group Plc acquired Ramesys (Holdings) Ltd from Lloyds
Banking Group plc's Lloyds Bank.  In April 2011, Lloyds Banking
Group plc's LDC bought gas and chemicals business, A-Gas, and a
stake in UK2 Group, a Web hosting company.


RAB CAPITAL: Significant Redemptions Prompt Aim Trading Halt
------------------------------------------------------------
Mark Wembridge at The Financial Times reports that a spate of
redemption requests from investors has forced RAB Capital to cease
trading on Aim, London's junior market.

According to the FT, on June 24, a group of RAB directors offered
shareholders 10 pence in cash per share or the option to swap them
on a one-for-one basis for unlisted shares in NewCO, a company
being set up as RAB's new owner.

The proposed management buy-out is being led by Michael Alen-
Buckley, Charles Kirwan-Taylor, Philip Richards and Christopher de
Mattos, and the maximum cash amount to be paid to shareholders
would be GBP27 million, the FT discloses.

"The board has concluded that in light of poor results,
significant redemptions in the period to May 11 and further
anticipated redemptions, third-party assets under management will
fall to a level that will make RAB's business model difficult to
sustain as a publicly quoted company," the FT quotes RAB as saying
on June 24.

A group of independent directors, Philip Moore, Adam Grant, former
chancellor Lord Lamont, and Derek Riches, have formed a committee
to evaluate the offer, and will be advised by Macquarie Capital,
the FT relates.

The independent directors will take into account a "liquidation
analysis of the company," which is "assessing the full costs
associated with winding the company down in an orderly manner,"
RAB, as cited by the FT, said.

In April, RAB was faced with investor requests to withdraw US$370
million from its US$470 million Special Situations fund -- the
first opportunity that they had to withdraw their money after a
three-year lock-in, the FT recounts.

The fund was hit hard by the financial crisis when ill-timed bets,
including an 8.2% stake in Northern Rock in the doomed lender,
triggered huge losses, the FT relates.

RAB Capital is a UK hedge fund.


STEPHENSON BELL: Goes Into Administration 3 Months After CVA
------------------------------------------------------------
Place North West reports that MCR has been appointed as
administrator to Stephenson Bell Architects, three months after
the company voluntary arrangement with creditors.

In March, the report recalls, Stephenson Bell's founders, Roger
Stephenson and Jeff Bell, said they were to split and Mr.
Stephenson relaunched his practice as Roger Stephenson Architects.

The pre-pack sale of Stephenson Bell Architects to Roger
Stephenson Architects is expected to be confirmed shortly,
according to Place North West.

Place North West notes that Mr. Stephenson said the original firm
had suffered from GBP500,000 of bad debt caused by large clients
going into administration or liquidation during and after the
recession.

Stephenson Bell Architects agreed a CVA with creditors to repay
part of its debts but it has now emerged the firm was put into
administration on June 22, the report discloses.

Place North West says that several staff have been made redundant.

At the time of the CVA, Stephenson Bell Architects employed 28
staff.

Stephenson Bell Architects is a Manchester-based firm.


WHELAN CONSTRUCTION: Goes Into Administration, Ceases Trading
-------------------------------------------------------------
BBC News reports that Whelan Construction has goes into
administration making 49 jobs redundant in the process.

P Whelan Ltd, which trades as Whelan Construction, said it had
been struggling with difficult market conditions over the past
year, according to BBC News.

BBC News notes that administrator Price Waterhouse Coopers (PwC)
is now attempting to find a buyer for the business or its assets.

Nick Reed, director at PwC in the North, said the decision had
been reached because the company had insufficient orders to
continue to trade solvently, BBC News says.

"There has been less work available in the market and the company
has been unable to replace work with new contracts at appropriate
margins.  We have rapidly assessed the ability of the company to
meet outstanding customer orders but unfortunately have concluded
that the financial position of the company means that the business
is not in a position to do so," BBC News quoted Mr. Reed as
saying.


WINDERMERE VIII: S&P Affirms Rating on Class E Notes at 'CCC'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Windermere VIII PLC's class A2, A3, B, and C notes. "At the same
time, we affirmed our ratings on the class D and E notes," S&P
stated.

"On Dec. 2, 2009, we lowered our ratings on the class A2, A3, B,
C, and D notes due to market value declines of properties securing
the then-remaining loans backing this transaction. Since then, the
borrower has fully repaid the Mid City Place loan (about 35% of
the note principal balance) and on June 16, 2011, we received
notice that the joint administrators of the AMG loan borrowers had
sold the properties backing that loan for an 'excess of GBP174
million' (about 37% of the pool balance post-Mid City loan
repayment), although no specific final gross or net amount has
been released. In our view, the proceeds of this sale will be
sufficient to repay the securitized portion of that loan. We
expect that the issuer will apply these proceeds sequentially to
the note principal waterfall on the next interest payment date,"
S&P related.

The rating actions follow an analysis of the implications of these
events and a review of the four loans that will remain in this
transaction following the repayments: The Wood Green loan, the
Amadeus Portfolio loan, the Monument Street loan, and the
Government Income Portfolio loan.

"In view of our assessment of the recoverable proceeds of the
remaining loans and of improved credit characteristics of the
notes at the top of the capital structure following loan
repayments, we have raised our ratings on the class A2, A3, B, and
C notes," S&P noted.

The allocation to the notes of the Mid City loan and the AMG loan
repayment proceeds, in aggregate, will increase the credit
enhancement of the class A2 to C notes. "Furthermore, the credit
quality of the Wood Green loan and the Government Income Portfolio
loan support our assessment of recoverable proceeds: These loans
are both secured by properties entirely or principally let to
government-related entities and have experienced stable reported
annual rental income since closing. In spite of the recent LTV
covenant breach by the borrower of the Wood Green loan, which
resulted in its transfer to special servicing, we do not expect
either loan to experience a payment default during the loan term.
The weighted-average lease length and tenant quality of the
assets backing the GIP loan and the Wood Green loan further
mitigate the risk of principal losses arising from these loans by
note maturity," S&P stated.

"We have affirmed our ratings of the class D and E notes to
reflect our view that these remain likely to suffer from principal
losses from the Monument and Amadeus loans," S&P said.

These loans, accounting for 7.5% of the total portfolio balance,
are currently in special servicing and failed to repay at their
maturity dates in April 2009. "Hatfield Philips International
Ltd., the transaction's special servicer, has kept us abreast of
discussions among the parties participating in the workout of
these loans. We have, however, not yet received any documented
course of action for these loans. As a result, our aggregate loss
estimates for these specially serviced loans have not changed,"
S&P stated.

At closing, Windermere VIII CMBS acquired eight loans secured by
52 commercial properties in the U.K. Since closing, three of these
loans have repaid in full and the outstanding note balance is
GBP399.9 million as of the April 2011 interest payment date. On
the July 2007 note interest payment date, the issuer repaid the
class A1 notes in full as a consequence of loan repayments.

Ratings List

Class             Rating
          To                From

Windermere XIII PLC
GBP1,037.79 Million Commercial Mortgage-Backed Floating-Rate Notes
Ratings Raised

A2        AA+ (sf)          AA (sf)
A3        AA+ (sf)          A (sf)
B         A+ (sf)           BBB (sf)
C         BB+ (sf)          BB (sf)

Ratings Affirmed

D         B- (sf)           B- (sf)
E         CCC (sf)          CCC (sf)


* Chadbourne & Parke London Office Continues Expansion
------------------------------------------------------
The international law firm Chadbourne & Parke LLP disclosed that
Danny Heathwood has joined the firm as international counsel in
the London office and Erin Callahan has joined the firm as
multinational partner.

Mr. Heathwood, a corporate attorney who was most recently with
Hunton & Williams, focuses his practice on UK and cross-border
transactional work, including advising companies and investment
banks on IPOs and transactions on the Official List and AIM market
of the London Stock Exchange, as well as counseling on mergers and
acquisitions, venture capital and private equity investment.

Ms. Callahan comes to Chadbourne from the International Bar
Association (IBA) in London where she served as deputy director
and head of legal projects team.  She joins Chadbourne's corporate
governance and risk oversight practice where she will be
responsible for advising clients on compliance with the recently
enacted UK Bribery Act and other corporate regulations.

"Having Danny and Erin on board continues our growth in London and
expands our capabilities for clients doing business in the UK and
emerging markets, particularly in the areas of capital markets,
corporate governance and risk oversight, mergers and acquisitions,
and private equity," said Chadbourne Managing Partner Andrew A.
Giaccia.  "These latest additions to our London team strengthen
our corporate practice in London and help to solidify our
reputation as a leader in Europe and in emerging markets."

Mr. Heathwood has worked on a number of significant AIM
transactions with particular expertise in the mining and oil and
gas industries.  He has also represented clients in multimillion
dollar mergers and acquisitions and private equity investments in
the renewable energy sector.

Prior to joining the IBA, Ms. Callahan was a senior corporate
associate at Debevoise & Plimpton in London, where she represented
foreign private issuers in public and exempt offerings and advised
companies on ongoing compliance with Securities Act, Exchange Act
and New York Stock Exchange requirements, as well as general
corporate law issues.  She also counseled major international
corporations on insurance policies for directors and officers.

"We are proud to welcome both Danny and Erin to Chadbourne and
believe our clients will benefit greatly from their backgrounds in
corporate law," said Claude S. Serfilippi, London office Managing
Partner.  "Danny's experience in sophisticated corporate
transactions and his work representing clients in connection with
listings on the London Stock Exchange give Chadbourne an advantage
in helping emerging markets clients secure equity capital.  Erin's
work with the IBA, as well as her compliance and corporate
governance experience, deepens our London corporate team at a time
when corporate governance and compliance are top of mind for
companies."

Mr. Heathwood earned his B.A. in Accounting and Law from the
University of Manchester in 2001 and completed the legal practice
course at Nottingham Law School in 2002.  He is admitted as a
Solicitor in England and Wales.

Ms. Callahan co-authored the chapter on U.S. corporate governance
and directors' duties in "PLC Cross-border Corporate Governance
and Directors' Duties Handbook."  She received her B.A. from
Hollins University in 1992 and her J.D. from Yale Law School in
1997.  She is admitted to the New York Bar.

                   About Chadbourne & Parke LLP

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- is an
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
venture capital and emerging companies, energy/renewable energy,
communications and technology, commercial and products liability
litigation, arbitration/IDR, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, executive compensation and employee benefits,
employment law and ERISA, trusts and estates, and government
contract matters. Major geographical areas of concentration
include Russia, Central and Eastern Europe, Central Asia, the
Middle East, Turkey and Latin America. The Firm has offices in New
York, Washington, DC, Los Angeles, Mexico City, Sao Paulo, London,
Moscow, Warsaw, Kyiv, Almaty, Dubai and Beijing.


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


* Basel Says Bank Regulators Need More Power to Close Ailing Banks
------------------------------------------------------------------
Jim Brunsden at Bloomberg News reports that bank regulators need
greater powers to close failing banks in an orderly fashion so
that taxpayers don't have to bear the costs of rescuing lenders
during a crisis.

According to Bloomberg, the Basel Committee on Banking Supervision
on Wednesday said on its Web site that governments need to
"accelerate" changes to national rules to prevent banks from
becoming too big to fail, ensure that lenders' essential
operations can continue in a crisis, and require that bank
creditors contribute to shoring up firms' finances before public
money is used.

Banks are warning that plans by regulators for new rules to end
the need for bailouts during a crisis may harm the economic
recovery, Bloomberg says.

Bloomberg relates that Michel Barnier, the EU's financial services
chief, published plans in January to impose losses on failed
banks' senior bondholders -- a step that lenders including
Citigroup Inc. and Goldman Sachs Group Inc. have said may make it
more expensive for banks to attract funding.

Mr. Barnier, who leads work on financial regulation for the
European Commission, has also proposed that regulators should be
empowered to impose "structural changes" on firms to ensure they
can be closed down in a crisis, Bloomberg discloses.

Bailing in a banks' senior bondholders is likely to have a
"negative impact both on pricing and market depth for bank debt"
Citigroup, as cited by Bloomberg, said in a note to the commission
that was published on the regulator's Web site.  According to
Bloomberg, Goldman in its written response to the commission's
plans said that debt writedowns "will have implications for the
funding markets."

Regulators' arrangements for dealing with bank failures continue
to differ in terms of "legal powers, the ranking of depositor and
other creditor claims, and the capacity of national authorities to
share information," the Basel committee, as cited by Bloomberg,
said.  It said that such differences may undermine efforts for an
orderly shut-down of a failing bank, Bloomberg notes.

"Cross-border resolution will be complicated until we have an
internationally binding resolution regime," Bloomberg quotes
Monika Mars, a PricewaterhouseCoopers AG director in Zurich, as
saying.


* EUROPE: One in Ten Insurance Companies Fail Stress Test
---------------------------------------------------------
Ralph Atkins and Paul J. Davies at The Financial Times report that
one in 10 European insurance companies failed to cope with a
series of damaging financial market and economic shocks under
stress tests carried out in recent weeks.

However, European regulators said the industry's finances were
robust overall and that a shock applied to sovereign bond yields
in Europe would cause problems for just 5% of companies, the FT
notes.

A number of insurers, such as Aegon, Axa and Generali, have come
under pressure in the markets, particularly in the credit
derivatives markets that were a leading indicator of financial
weakness among banks during the crisis, the FT discloses.

The results of the tests highlight potential vulnerabilities in
the sector and foreshadow eagerly anticipated stress test results
for the continent's banking sector, expected this month, when
groups that fail will be named and shamed, the FT states.


* BOOK REVIEW: The U.S. Healthcare Certificate of Need Sourcebook
-----------------------------------------------------------------
Author: Robert James Cimasi
Publisher: Beard Books
Softcover: 520 pages
Price: US$199.95
Review by Henry Berry

Established more than 30 years ago by the federal government and
state governments, the Certificate of Need (CON) program was
intended to be a primary way to control healthcare costs by
regulating major capital expenditures and modifying healthcare
service capacity.  According to the author, the CON program is
based on the premise that, "in an unregulated market health-care
providers will provide the latest costly technology and equipment,
regardless of duplication or need."

With healthcare costs continuing to rise inexorably, CON programs
are being reconsidered and reviewed by federal and state
regulators and healthcare agencies.  The CON program is still used
by most states to control healthcare costs, although some states
have abandoned the program or substantially modified it.  The
number of states with CON programs peaked at 49 in 1980 and
remained in the high 40s for most of the 1980s.  In 1988, the
number dipped to 39 and has held steady in the high to mid 30s
since then.  In 2004, the number was at 36.  Regardless, the CON
program has significantly affected the delivery of healthcare in
this country and still does.
The U.S. Healthcare Certificate of Need Sourcebook is encyclopedic
in scope and content, which reflects the author's breadth of
knowledge about the subject matter.  For over 20 years, Cimasi has
helped clients in nearly every state understand and comply with
the requirements of the CON program.  He is a leading authority on
CON issues, practices, procedures, regulations, and standards, and
he has an incomparable background in healthcare consulting,
litigation, and mergers and acquisitions.

Cimasi draws upon his formidable experience and his record of
helping healthcare businesses adapt to market and regulatory
changes to present a great amount of information, cases, and
developments relating to the CON program.

The book offers readers an overview of CON program basics and a
history of its development.  This overview is complemented with a
discussion of federal and state court cases and state
administrative cases and decisions affecting the program's
application.  The author's treatment of these cases is thorough --
the cases categorized by states alone cover nearly 120 pages.  The
multitude of state cases are cited and annotated according to
different levels of state courts, and also by their underlying
causes of action and classification of regulated asset.  For
example, 20 underlying causes of action are offered under seven
headings.  The classifications for causes of action include
procedural due process violations, arbitrary CON board decisions,
establishment/challenge to new need requirements for state health
plans, and definition of regulatory terms.  The classifications
for regulated assets include medical equipment such as magnetic
resonance imaging and computerized tomography; ambulatory surgery
centers; cancer treatment centers, dentist offices, hospitals, and
other facilities; and services, including ambulances, cardiac
catheterization, and dialysis.

While the book is extraordinarily comprehensive in its treatment
of the subject matter, it is also interactive and user friendly.
From his experience with clients, Cimasi understands what is most
important to impart to readers about the numerous cases cited
throughout the book.  The utility of this work is reflected in the
"abstracts" of each case.  The abstracts are categorized by state
and include complete, consistent identification of each case
according to standard legal annotation.  Each abstract describes
the grounds of the action, states the findings of the court, and
gives the court's decision.  For example, a sample abstract of the
1987 case Platte County Medical Center Inc. v. Missouri Health
Facilities Review Committee describes the circumstances leading up
to a final decision by an appeals court -- "Denied applicant
appealed to the Circuit Court, Cole County after Committee denied
its applicant for CON" -- along with other specifics of the case.
The finding of the appeals court, which ended the litigation, was
that the "Committee's failure to issue decision in a timely manner
(under 120 days) indicated approval of CON."  This information is
useful for readers not only for decisions in particular states,
but also for rulings for compliance with CON statutes and
regulations by both healthcare organizations in the private sector
and the government.
Cimasi's book offers several other resources.  One is a
bibliography of hundreds of books and articles on CON.  The
Sourcebook also lists CON statutes and regulations by state and
contact information for state agencies responsible for program
implementation.  Useful websites are also provided.

This thorough guide and reference is invaluable to anyone who will
be or is involved in the CON program in any of the states where it
is still in place.  Readers will also find it uniquely informative
on government policies concerning healthcare.

Robert James Cimasi, President of Health Capital Consultants, has
a long and broad background in the fields of healthcare and
business appraisal and mergers and acquisitions.  A frequent
speaker at conferences for national healthcare organizations, he
is also the author of three books on healthcare and contributor of
articles to others.


                            *********

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
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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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                 * * * End of Transmission * * *