TCREUR_Public/111125.mbx         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, November 25, 2011, Vol. 12, No. 234



* ARMENIAN BANKS: Moody's Changes Outlook on Ba3 Ratings to Neg.


STORA ENSO: S&P Affirms 'BB' Long-Term Corporate Credit Rating


BANQUE PALATINE: Fitch Affirms Individual Rating at 'D'


COMMERZBANK AG: May Need Extra EUR5-Bil. to Boost Capital
FRANZ HANIEL: Moody's Changes Outlook on Ba1 Ratings to Negative
HAUS 1998-1: Moody's Cuts Rating on 2 RMBS Note Classes to 'Ba2'


AXA BANK: Moody's Assigns 'D+' Bank Financial Strength Rating


BANK OF IRELAND: Junior Bondholders May Suffer 100% Loss
TBS INTERNATIONAL: In Talks with Bankers on Debt Restructuring
ZOO ABS IV: Fitch Raises Rating on Class E Notes to 'CCsf'
* IRELAND: Wants EU Authorities to Share Bank Bail-Out Costs


LATVIJAS KRAJBANKA: Operations Suspended; Future Uncertain


BANKAS SNORAS: Investigators Issue Warrant for Portsmouth Owner
SNORAS BANK: Fitch Lowers Rating on Long-Term IDR to 'C'


ROSPROMBANK: Moody's Downgrades Deposit Ratings to 'B3'

U N I T E D   K I N G D O M

DECO 6: S&P Keeps 'BB-' Rating on Class D Notes
EXPRO HOLDINGS: Moody's Downgrades CFR to Caa1; Outlook Negative
FAB UK 2004-1: Fitch Lowers Ratings on 2 Note Tranches to 'CCsf'
MOTHERCARE PLC: Launches Review of Struggling UK Business
PAG HOTELS: Administrators Sell Castle Venlaw for GBP695,000

SKIPTON BUILDING: Moody's Provides Updates on Darrowby No. 1 Plc
TATA STEEL: Moody's Assigns Negative Outlook to 'B2' CFR
THOMAS COOK: Calls In Advisers; May Face Restructuring


* EUROPE: New EC Law to Impose Losses on Ailing Bank Bondholders
* BOOK REVIEW: Corporate Debt Capacity



* ARMENIAN BANKS: Moody's Changes Outlook on Ba3 Ratings to Neg.
Moody's Investors Service has taken these rating actions on these
Armenian banks:

   * The outlook was changed to negative from stable on the Ba3
     long-term foreign-currency deposit ratings of three Armenian
     banks Ardshininvestbank, ACBA-Credit Agricole and Unibank.

   * The outlook was changed to negative from stable on
     Ardshininvestbank's Ba2 and Unibank's Ba3 long-term local
     currency deposit ratings.

   * The outlook was changed to negative from stable on Prometey
     Bank's B1 long-term local and foreign-currency deposit
     ratings; Ardshininvestbank's D- and Prometey Bank's E+
     standalone bank financial strength ratings (BFSRs) were
     affirmed with a stable outlook.

The rating announcements were prompted by: (i) Moody's change of
Armenia's sovereign ratings outlook to negative from stable,
announced on November 21, 2011, and (ii) the assessment of the
effect of increasing downside risks to the operating environment
on the banks' credit profiles.

Ratings Rationale

-- Negative outlook on Ba3 foreign-currency deposit ratings

The negative outlook on the Ba3 long-term foreign-currency
deposit ratings of Ardshininvestbank, ACBA-Credit Agricole and
Unibank is driven by the negative outlook on the Ba3 country
ceiling for foreign-currency deposits in Armenia. The affected
three banks' foreign-currency deposit ratings and outlooks will
move in tandem with the respective country ceiling for such

The foreign-currency deposits ratings of other rated Armenian
banks are below the Ba3 ceiling and as a result, are unaffected.

-- Negative outlook on local-currency deposit ratings

The deposit ratings of three banks -- Ardshininvestbank, Unibank
and ACBA-Credit Agricole -- incorporate Moody's assessment of
moderate systemic support from the government in case of need.
The negative outlook on Ardshininvestbank's Ba2 and Unibank's Ba3
local currency deposit rating is triggered by the negative
outlook on Armenia's Ba2 local-currency debt rating.
Ardshininvestbank's and Unibank's local-currency deposit ratings
-- which receive one-notch systemic support uplift from their Ba3
and B1 standalone ratings, respectively -- could be downgraded if
Armenia's government debt ratings were downgraded.

However, ACBA-Credit Agricole's Ba2 local-currency debt rating
would not be affected by a potential downgrade of Armenia's
government debt, because the bank's deposit ratings also benefit
from parental support from Credit Agricole (its largest
shareholder). Consequently, the outlook on ACBA-Credit Agricole's
Ba2 local-currency deposit rating remains stable.

The local-currency deposit ratings of other Armenian banks, which
do not receive systemic support uplift, are unaffected.

-- Affirmation of Prometey Bank's E+ BFSR with a stable outlook,
negative outlook on the deposit ratings

Prometey Bank's E+ BFSR -- mapping to B1 on the long-term scale
-- was affirmed with a stable outlook; however, the outlook on
Prometey Bank's B1 long-term local and foreign-currency deposit
ratings was changed to negative from stable.

The change of the outlook to negative from stable on the deposit
ratings reflect the risks associated with (i) the bank's small
size and rapid growth strategy; (ii) its exposure to Armenia's
undiversified economy and challenging operating environment; and
(iii) high funding concentrations, as the 20 largest deposits
account for around 56% of its customer funds at end-H1 2011.
However, Prometey Bank's ratings are supported by (i) the bank's
high capitalization level, with an equity-to-assets ratio of
54.2% at end-H1 2011; (ii) acceptable asset quality, with non-
performing loans at less than 1% of the gross loans at end-H1
2011; and (iii) strong profitability, as Prometey Bank's return
on assets stood at 3.5% at end-H1 2011.

-- Affirmation of Ardshininvestbank's D- BFSR with a stable

Moody's says that the affirmation of Ardshininvestbank's D- BFSR
-- mapping to Ba3 on the long-term scale with a stable outlook --
reflects (i) the bank's strong capitalization level, with an
equity-to-assets ratio of 22.9% at end-Q3 2011; (ii) acceptable
asset quality, with non-performing loans at less than 2% of the
gross loans at end-Q3 2011; and (iii) adequate profitability, as
the bank's annualized return on assets stood at 1.74% at end-Q3
2011. The rating is constrained by (i) exposure to Armenia's
undiversified economy and challenging operating environment; and
(ii) possible corporate governance challenges as it is controlled
by a single individual, however this risk is mitigated by IFC's
involvement in the bank as a minority shareholder .


- Outlook on Ba2 local-currency and Ba3 foreign-currency deposit
   ratings changed to negative from stable

- BFSR is affirmed at D- with a stable outlook

ACBA-Credit Agricole:

- Outlook on Ba3 foreign-currency deposit rating changed to
   negative from stable

- D- BFRS and Ba2 local-currency deposit ratings are unaffected
   and carry a stable outlook


- Outlook on Ba3 local and foreign-currency deposit ratings
   changed to negative from stable

- E+ BFRS is unaffected and carries a stable outlook

Prometey Bank:

- Outlook on B1 local and foreign-currency deposit ratings
   changed to negative from stable

- BFSR is affirmed at E+ with a stable outlook

Principal Methodologies

The methodologies used in this rating were Bank Financial
Strength Ratings: Global Methodology published in February 2007,
Incorporation of Joint-Default Analysis into Moody's Bank
Ratings: A Refined Methodology published in March 2007, and
Moody's Guidelines for Rating Bank Hybrid Securities and
Subordinated Debt published in November 2009.

All banks affected by the rating actions are headquartered in
Yerevan, Armenia:

- Ardshininvestbank reported audited total (IFRS) assets of
   US$323.6 million as of end-December 2010.

- ACBA-Credit Agricole reported audited total (IFRS) assets of
   US$462.2 million as of end-December 2010.

- Unibank reported audited total (IFRS) assets of US$289.4
   million as of end-December 2010.

- Prometey Bank reported audited total (IFRS) assets of US$75.7
   million as of end-December 2010.


STORA ENSO: S&P Affirms 'BB' Long-Term Corporate Credit Rating
Standard & Poor's Ratings Services revised its outlook on
Finland-based forest products company Stora Enso Oyj to stable
from positive. "At the same time, we affirmed all of our credit
ratings on Stora Enso, including the 'BB' long-term corporate
credit rating," S&P related.

"The outlook revision primarily reflects our assessment that the
probability of an upgrade over the near term has declined. This
is based on our assumptions of weaker demand for Stora Enso's key
products over the near term, due to macroeconomic uncertainty. We
are also factoring in higher investment levels over the short to
medium term, reflecting the group's strategic growth projects. We
still believe, however, that Stora Enso will be able to maintain
rating-commensurate credit measures, for example adjusted funds
from operations (FFO) to debt of 20%-25% and adjusted debt to
EBITDA of 3x-3.5x. For the 12 months ended Sept. 30, 2011, the
corresponding ratios stood at about 25% and 2.9x," S&P said.

S&P revised base case financial forecast is underpinned by these
key assumptions:

    "A moderate decline in demand driven by macroeconomic
    uncertainty. We believe that this will have a negative effect
    on pricing prospects, although we recognize upside potential
    in newsprint and magazine papers due to industry closures,"
    S&P said.

    A decline in average input costs in 2012 compared with 2011
    but with a meaningful risk that these will remain at
    challenging levels. Any substantial deviation from this
    assumption could cause further downward pressure on prices.

    A meaningful increase in capital spending and adjusted debt
    levels. Stora Enso has several ongoing expansion projects,
    including a containerboard machine in Poland and a pulp mill
    in Uruguay. In addition, the group has stated that it has
    plans to build an integrated pulp and board plant in China.

"The ratings on Stora Enso continue to reflect our view of the
group's fair business risk and significant financial risk
profiles," S&P said.

"The stable outlook reflects our view that Stora Enso can
maintain adjusted funds from operations to debt of 20%-25% and
adjusted debt to EBITDA of 3x-3.5x, despite potentially weaker
market conditions and increased investment levels," S&P said.


BANQUE PALATINE: Fitch Affirms Individual Rating at 'D'
Fitch Ratings has affirmed Banque Palatine's (BP) Long-term
Issuer Default Rating (IDR) at 'A+'.

BP's IDRs are aligned with those of Groupe BPCE (GBPCE) due to
its affiliation to the latter's central body, BPCE (both rated
'A+'/Stable).  The affiliation means that BPCE must ensure BP's
liquidity and solvency is appropriate at all times.  A change in
BPCE's IDRs would thus be reflected in BP's IDRs.  Fitch has not
assigned BP a Viability Rating as the bank's strategy and
financial profile are greatly influenced by GBPCE.

BP is a small bank specializing in retail and SME lending in
France, where it has a modest franchise.  The bank recently
underwent a strategic repositioning and will now focus on SME
lending, its core business.  It disposed of its stakes in non-
strategic subsidiaries in 2010 and H111, following which core
activities generated 74% of H111 operating profit.  Operating
profitability improved in H111 due to rising interest margins
thanks to loan repricing and lower impairment charges.  The sale
of subsidiaries also boosted net results.

The bank's impaired loan ratio stood at an acceptable 4.9% at
end-H111, excluding a EUR88 million exposure transferred to the
bank by its parent and fully guaranteed by GBPCE.  Concerns
remain regarding significant loan concentration and a significant
48% of the overall loan exposures were to SMEs, which are
particularly exposed to the depreciated environment.

The portion of customer deposits within the bank's total funding
structure represented 54% at end-H111. BP also issues short-term
certificates of deposit (CD) and these are largely taken up by
the bank's customers.  CD volumes demonstrate a high level of
stability.  In accordance with the affiliation process, funding
is closely monitored by GBPCE, and a liquidity back-up line is
available from BPCE. Liquidity is reinforced by the availability
of securities eligible for repo (EUR552 million at end-H111) and
readily available loans for rediscount (EUR686 million).

BP continued to report acceptable capital ratios. At end-H111,
the Fitch core capital to weighted risks reached 8.87%.

The rating actions are as follows:

  -- Long-term IDR: affirmed at 'A+'; Stable Outlook
  -- Short-term IDR: affirmed at 'F1+'
  -- Individual Rating: affirmed at 'D'
  -- Support Rating: affirmed at '1'
  -- Certificate of Deposit program: affirmed at 'F1+'
  -- "Bons a Moyen Terme Negociables" (BMTN) program: affirmed
     at 'A+'


COMMERZBANK AG: May Need Extra EUR5-Bil. to Boost Capital
BBC News reports that shares in Commerzbank AG have closed down
15% on Nov. 22 following reports that it may need more capital.

According to BBC, Reuters cited unnamed sources as saying that
Germany's second largest bank needed an extra EUR5 billion
(US$6.7 billion, GBP4.3 billion) to build its core capital.  That
is well above the EUR2.94 billion the bank had previously said
was needed, BBC notes.

Commerzbank, 25% owned by the German government, reported a
EUR687 million loss in the third quarter, largely attributed to
its exposure to Greece, BBC discloses.

The possible higher capital requirement for Commerzbank could
raise questions about whether the German banking sector as a
whole requires extra funds, BBC states.

As reported by the Troubled Company Reporter-Europe on Feb. 25,
2011, the Financial Times related that Commerzbank received more
than EUR16 billion of hybrid capital from the government, which
also took a 25% equity stake in a 2009 bail-out in return for a
further EUR1.8 billion, according to the FT.  The bank, which has
a market capitalization of EUR8.3 billion, needed support after
acquiring troubled rival Dresdner Bank, the FT disclosed.

Headquartered in Frankfurt am Main, Germany, Commerzbank AG -- is the parent company of a
financial services group active around the world.  The group's
operating business is organized into six segments providing each
other with mutually beneficial synergies: Private and Business
Customers, Mittelstandsbank, Central and Eastern Europe,
Corporates & Markets, Commercial Real Estate and Public Finance
and Treasury.

FRANZ HANIEL: Moody's Changes Outlook on Ba1 Ratings to Negative
Moody's Investors Service has changed to negative from stable the
outlook on the Ba1 corporate family rating and instruments
ratings of Franz Haniel & Cie. GmbH. Concurrently, Moody's has
affirmed the ratings at Ba1.

Moody's maintains these ratings on Franz Haniel & Cie. GmbH and
its following affiliates:

Long-Term Corporate Family Ratings (domestic currency) of Ba1

Probability of Default rating of Ba1

Senior Unsecured (domestic currency) ratings of Ba1

Senior Unsecured MTN (domestic currency) ratings of (P)Ba1

Haniel Finance BV

BACKED Senior Unsecured MTN (domestic currency) ratings of

Haniel Finance Deutschland GmbH

BACKED Senior Unsecured MTN (domestic currency) ratings of

Ratings Rationale

"T[he] rating action follows material declines in the market
valuation of Haniel's portfolio over the course of recent
months," says Alex Verbov, Moody's lead analyst for Haniel. "The
change of outlook also reflects Moody's expectation that there is
limited visibility for a possible recovery of Haniel's market
value gearing which is measured as portfolio valuation compared
to the debt level of Haniel" adds Mr. Verbov. This expectation is
driven by the inability of Haniel to reduce debt without
incurring valuation losses and the continued uncertainty
regarding the overall economic recovery which in turn can have an
effect on the prospects of Haniel's major holdings, Metro and
Celesio to recover their market values to historical levels.
Moody's notes that a number of factors contributed to these
recent negative developments, including (i) general value
declines; (ii) changes related to Haniel's portfolio companies,
such as Celesio's profit warnings and the recently announced
update on its strategy; and (iii) high turnover in key management
personnel at Haniel as well as its major holdings in recent

Haniel has a very high degree of concentration in its top three
holdings, Metro, Celesio and Takkt (more than 80% of its total
portfolio). As a result, both the magnitude of the declines and
the high correlation of negative developments across the
company's portfolio have led to a more disproportionally negative
impact than would be expected with a more balanced portfolio. In
addition, current cash interest cover, excluding divestments but
including holding costs and dividends to Haniel family, remains
relatively weak.

It remains to be seen what impact a possible disposal of Kaufhof
by Metro could have on the market value gearing of Haniel, as
both the timing, scope and use of the proceeds of this
transaction remain uncertain at this stage.

The liquidity profile of Haniel remains strong, as the company
benefits from large long-term undrawn facilities in excess of
EUR1 billion and has limited debt maturities until October 2014,
when EUR 1 billion bond matures.

On a 200-day average basis, and including Moody's adjustments,
Haniel's market value gearing is at around 40% but is expected to
worsen further if share prices of Metro and Celesio remain at a
similar level in the near future, thereby moving to above the
level that Moody's has set for Haniel to maintain the Ba1 rating.
On a point in time basis, the market value gearing is already at
46%. There is an increased risk that Haniel will be unable to
improve its market value gearing back to levels that are
commensurate with a Ba1 rating, i.e. to below 40% within the
coming months, hence the negative outlook. To maintain the Ba1
rating Moody's expects the market value gearing to gradually
improve towards 40%, either as the value of its holdings improves
or as the company reduces its debt via increased dividend inflows
or divestments. The rating incorporates also the expectation that
the company will continue to successfully roll over its bilateral
facilities, enabling it to maintain a very strong liquidity

What Could Change the Outlook Up/Down

A rating upgrade is currently unlikely as the Ba1 rating
continues to be weakly positioned. Indeed, stabilization and
possible partial recovery of the market valuation of Haniel's
portfolio are already factored into the rating.

Negative pressure could be exerted on the rating in the event of
a continued deterioration in Haniel's market leverage metrics.
This would be reflected by (i) sustained leverage of materially
above 40%, driven by continued negative development in underlying
portfolio investments; and/or (ii) a failure to maintain a strong
liquidity buffer via the timely extension of maturing bilateral
banking facilities.

The principal methodology used in rating Franz Haniel & Cie GmbH
was the Global Investment Holding Companies Industry Methodology
published in October 2007. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in
the U.S., Canada and EMEA published in June 2009.

Based in Duisburg, Germany, Franz Haniel & Cie. GmbH is a large
family-owned investment company with diversified industrial
interests. These generated consolidated sales of EUR27.4 billion
in the year to December 2010.

HAUS 1998-1: Moody's Cuts Rating on 2 RMBS Note Classes to 'Ba2'
Moody's Investors Service has downgraded German residential
mortgage-backed securities (RMBS) notes issued by Haus 1998-1

   -- B2 Notes, Downgraded to Ba2(sf); previously on April 13,
      2011, Baa1(sf) Placed on Review for Downgrade

   -- B DC Notes, Downgraded to Ba2(sf); previously on April 13,
      2011, Baa1(sf) Placed on Review for Downgrade

Ratings Rationale

The rating action concludes the review for downgrade initiated by
Moody's on April 13, 2011 and takes into consideration the worse-
than-expected performance of the collateral.

The downgrade reflects the performance of the transaction to date
and the credit quality of the outstanding collateral in the pool.


The performance of this transaction has been deteriorating since
2007. Outstanding defaults and loans under enforcement amount to
3.9% and 10.3% of the outstanding portfolio balance,
respectively. Losses experienced since closing amount to 0.55% of
the original portfolio balance. The current mortgage pool factor
is approximately 3.6% and the top 10 borrowers in the pool
represent approximately 9% of the outstanding portfolio balance,
exposing the transaction to significant borrower concentration


Despite the considerable deleveraging of the transaction since
closing, the above mentioned factors led Moody's to reassess its
lifetime loss expectation for this transaction. Considering the
current amount of realised losses and completing a roll-rate and
severity analysis of the portfolio, Moody's has increased the
portfolio expected loss assumption to 0.91% of the original pool
balance (equivalent to 10% of current pool balance), from the
previous level of 0.55%. The expected recovery rate was assumed
at 40%.

Moody's has also assessed loan-by-loan information to determine
the MILAN Aaa CE. As a result, Moody's has set its MILAN Aaa CE
assumptions to 35%. This level is mainly due to the high expected
loss figure for a relative small outstanding portfolio. As of
November 2011, available credit enhancement under the class A1
notes is 92%, under the class B1 notes 48% and under the class B2
notes 14%.

Moody's tested the sensitivity of the affected ratings to various
stress scenarios. The results show that the ratings would be able
withstand an increase in the expected loss assumption up to 10.3%
of current pool balance, all other parameters remaining constant.
Similarly, the ratings would be able to withstand an increase in
the MILAN Aaa CE assumption up to 45%, all other parameters
remaining constant.

These assumptions remain subject to uncertainties such as the
future general economic activity, interest rates, prepayment
rates and house prices. If realised recovery rates were to be
lower or default rates were to be higher than assumed, the rating
would be negatively affected.


Haus 1998-1 Limited is a transaction originated by Deutsche Bank
AG under which loan claims secured by the residential mortgages
of 16,000 primarily second-lien German borrowers were transferred
to investors. At closing, the total portfolio was approximately
EUR716 million.

Notes are issued based on a senior/subordinated structure. All
payments are based on the seniority of the respective class,
except for class B DC notes that rank equal to class B1 notes in
respect to a portion of its interest payments. Four classes of
notes (class A1, class B1, class B2, and class B3) pay monthly
interest and pass-through principal (sequentially for the
unscheduled payments but pro-rata between those four classes of
notes in regards to the unscheduled payments). The two remaining
classes of notes are interest-only strips. Payments on the class
A DC and class B DC are based on a notional amount equal to the
outstanding balance of class A1 notes and the sum of class B1 and
class B2 notes, respectively. The interest rates of each of these
notes is the difference between (i) an adjusted weighted average
loan rate net of all ongoing transaction fees, such as servicer
and trustee fees; and (ii) the interest payable under the
corresponding P&I notes. Interest payments on the most
subordinated class B3 notes are linked to the same adjusted
weighted average loan rate.

The principal methodology used in these ratings was Moody's
Approach to Rating RMBS in Europe, Middle East, and Africa
published in October 2009.

In rating this transaction, Moody's used ABSCORE to model the
cash flows and determine the loss for each tranche. The cash flow
model evaluates all default scenarios that are then weighted
considering the probabilities of the lognormal distribution
assumed for the portfolio default rate. In each default scenario,
the corresponding loss for each class of notes is calculated
given the incoming cash flows from the assets and the outgoing
payments to third parties and noteholders. Therefore, the
expected loss, or EL, for each tranche is the sum product of (i)
the probability of occurrence of each default scenario; and (ii)
the loss derived from the cash flow model in each default
scenario for each tranche.

As such, Moody's analysis encompasses the assessment of stressed


AXA BANK: Moody's Assigns 'D+' Bank Financial Strength Rating
Moody's Investors Service has assigned a long-term deposit rating
of A2, a Bank Financial Strength Ratings (BFSR) of D+, which
corresponds to Baa3 on Moody's long-term rating scale, and a
short-term rating of Prime-1 to AXA Bank Europe (ABE). The
outlook is stable for all ratings.

Ratings Rationale

ABE's BFSR of D+, corresponding to Baa3 on Moody's long-term
rating scale, reflects the bank's sound liquidity, expected to
further improve with the contemplated issue of covered bonds, and
its good capital ratio. These strengths are nevertheless partly
offset by the bank's relatively low profitability due principally
to its limited business scale in Belgium and the cost of
development of its activity in Central and Eastern Europe (CEE).
This weighs on ABE's capacity to generate enough income to absorb
the high fixed costs inherent to retail banking business, and
renders its performance very sensitive to fluctuations of
margins. In addition, ABE has a material exposure to Hungarian
mortgages through its local branch, the bulk of which is
denominated in Swiss Francs. The general deterioration of the
performance of the local mortgages and the impact of the latest
law passed in Hungary allowing borrowers in Swiss Francs to repay
their loans by the year-end at exchange rates below current
market rates are expected to exert pressure on ABE's profit and
potentially on its capital depending on the magnitude of the

The stable outlook on the BFSR reflects Moody's opinion that no
particular factor is likely to change significantly the bank's
credit profile in the short-term and the fact that the risks on
the mortgage book in Hungary is already incorporated to a certain
extent in the current rating.

Moody's factors a very high probability of support from AXA
Group's insurance operating entities (Aa3 insurance financial
strength rating, stable) into ABE's long-term deposit rating,
resulting into four notches of uplift from its Baa3 stand-alone
rating. This is based on the rating agency's perception that ABE
functions as a captive company of AXA Group and plays an
important role for the insurance companies of the group. This is
evidenced by (i) the strong integration of commercial strategies
and synergies between the bank's retail banking business and the
group's insurance business in Belgium and some CEE countries, and
(ii) the provision of services by ABE to the group's insurance
companies, notably by designing and executing on behalf of the
insurance companies the hedging derivatives for variable annuity
contracts outside the US, and by providing them with access to
liquidity on the interbank market.

Ratings Sensitivity

ABE's BFSR could be upgraded if the bank demonstrates an improved
capacity to generate stable recurring profits. This, however,
would be unlikely to lead to upward pressure on the long-term
rating given the already very high level of parental support
factored into the ratings. Nonetheless, an upgrade of AXA Group's
operating entities' insurance financial strength rating (IFSR)
could lead to upward rating pressure on ABE's long-term ratings.

Downward pressure may be exerted on ABE's BFSR from a significant
deterioration in the performance of the loan books, notably in
Hungary. ABE's long-term deposit rating would likely be
downgraded as a result of a downgrade of the BFSR. It could also
be downgraded in the event of a downgrade of the rating of AXA
Group's operating entities' IFSR and/or a lower perception by
Moody's of the probability of parental support that would be
extended to the bank.

Principal Methodologies

The 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.


BANK OF IRELAND: Junior Bondholders May Suffer 100% Loss
-------------------------------------------------------- reports that losses of up to 100% could be
imposed on some subordinated bondholders in Bank of Ireland.

According to, the Irish Department of Finance
said the bailed-out lender still needs to raise EUR350 million by
the end of this year to meet the financial target of
EUR4.2 billion set by the Central Bank.

It revealed Finance Minister Michael Noonan is considering using
powers available to him under the Credit Institutions
(Stabilisation) Act to apply for a subordinated liabilities order
(SLO), discloses.  The legislation, passed last
year, gives the minister wide-ranging powers to deal with the
banks, notes.

Mr. Noonan has invited submissions from interested parties by the
end of the month before making a decision,

Headquartered in Dublin, Bank of Ireland -- provides a range of banking and
other financial services.  These include checking and deposit
services, overdrafts, term loans, mortgages, business and
corporate lending, international asset financing, leasing,
installment credit, debt factoring, foreign exchange facilities,
interest and exchange rate hedging instruments, executor,
trustee, life assurance and pension and investment fund
management, fund administration and custodial services and
financial advisory services, including mergers and acquisitions
and underwriting.  The Company organizes its businesses into
Retail Republic of Ireland, Bank of Ireland Life, Capital
Markets, UK Financial Services and Group Centre.  It has
operations throughout Ireland, the United Kingdom, Europe and the
United States.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on Oct. 14,
2011, Moody's Investors Service downgraded the bank deposit
ratings of Bank of Ireland (UK) Plc (BoI UK) to Ba1/Not-Prime,
from Baa3/Prime-3 following a reassessment of UK systemic support
and of Moody's parental support assumptions.  The Ba1 long-term
deposit rating now incorporates one notch of parental support
from Bank of Ireland (BoI) and no UK systemic support.  Moody's
said the outlook is negative.

TBS INTERNATIONAL: In Talks with Bankers on Debt Restructuring
TBS International plc is continuing its discussions with its
consortium of bankers to restructure its bank debt and alleviate
some of the pressure on its cash flow.  The discussions continue
to focus on reaching agreements with all of the Company's
different lending syndicates.

While the Company's discussions with its lenders have not reached
the stage where the terms of a restructuring have been fully
agreed upon, the Company is continuing to meet all of its
obligations to its vendors, shippers and consignees even though
its lenders have made it clear that they would not agree to a
restructuring in which any value were attributed to the Company's
common equity.

Although the Company cannot assure that agreement will be
reached, negotiations continue to take a positive tone.  The
Company has a forbearance in place through Dec. 15, 2011, and is
exploring the possibilities for an extension thereof to allow the
Company and its bankers to continue negotiating a more permanent

During this period, the Company wants to remind all of its
customers, vendors and business partners that its business
continues as usual with all vendors being paid in the normal
course on a timely basis.

                    About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects,
operations, port services and strategic planning.  The TBS
shipping network operates liner, parcel and dry bulk services,
supported by a fleet of multipurpose tweendeckers and
handysize/handymax bulk carriers, including specialized heavy-
lift vessels and newbuild tonnage.  TBS has developed its
franchise around key trade routes between Latin America and
China, Japan and South Korea, as well as select ports in North
America, Africa, the Caribbean and the Middle East.

The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.

The Company also reported a net loss of US$55.16 million on
US$282.64 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of US$29.21 million on
US$311.06 million of total revenue for the same period a year

The Company's balance sheet at Sept. 30, 2011, showed US$659.28
million in total assets, US$409.77 million in total liabilities
and US$249.51 million in total shareholders' equity.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern.  PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under
the agreements would make the debt callable.  According to PwC,
this has created uncertainty regarding the Company's ability to
fulfill its financial commitments as they become due.

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal
Bank of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising
the financial covenants, including covenants related to the
Company's consolidated leverage ratio, consolidated interest
coverage ratio and minimum cash balance, and modifying other
terms of the Credit Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.

ZOO ABS IV: Fitch Raises Rating on Class E Notes to 'CCsf'
Fitch Ratings has upgraded seven classes of Zoo ABS IV PLC's
notes and affirmed the senior tranches as follows:

  -- EUR100m class A-1R affirmed at 'BBBsf', Outlook Stable

  -- EUR150m class A-1A (ISIN XS0298493072) affirmed at 'BBBsf',
     Outlook Stable

  -- EUR87.3m class A-1B (ISIN XS0298495523) affirmed at 'BBBsf',
     Outlook Stable

  -- EUR27m class A-2 (ISIN XS0298496505) affirmed at 'BBsf',
     Outlook revised to Stable from Negative

  -- EUR30m class B (ISIN XS0298496927) upgraded to 'B+sf' from
     'Bsf', Outlook Stable

  -- EUR35m class C (ISIN XS0298497495) upgraded to 'B-sf' from
     'CCsf', Outlook Stable

  -- EUR28m class D (ISIN XS0298498386) upgraded to 'CCCsf' from

  -- EUR8.5m class E (ISIN XS0298498972) upgraded to 'CCsf' from

  -- EUR5.6m class P (ISIN XS0298626564) upgraded to 'B-sf', from
     'CCsf', Outlook Stable

The upgrades of all the mezzanine and junior tranches reflect the
performance of the transaction relative to other European
issuances of Structured Finance CDOs.  The credit enhancement
(CE) available for all the rated tranches range from 6.1% for the
class E up to 32% for the senior A-1 tranches and has built up
since the last review.  The upgrades also reflect the ability of
the manager to actively manage the portfolio during the still
ongoing reinvestment period and the ability of the portfolio to
pass the recommended rating levels even in high defaults

The A-1 tranches were affirmed at 'BBBsf' in order to reflect the
risk of a portfolio comprising almost entirely mezzanine tranches
of structured finance assets with a weighted average portfolio
rating of 'BBB-sf'/'BB+sf' and a weighted average modelled base
case recovery rate of 15.7%.  The A-2 tranches' revised Outlook
is due to the actions taken on the notes below and the upgrade of
the class P combo notes reflects the upgrade of class C.

Zoo ABS IV is a securitization of mainly European SF securities
with an original note issuance of EUR514.2 million invested in a
portfolio of EUR500 million.  The portfolio is actively managed
by P&G SGR S.p.A..

Fitch has assigned a Two Stars Issuer Report Grade (IRG),
"Basic", to the reporting due to the lack of detailed information
about the counterparties and relative triggers.

* IRELAND: Wants EU Authorities to Share Bank Bail-Out Costs
Jamie Smyth at The Financial Times reports that the Irish
government said European authorities should share the cost of
Ireland's EUR63 billion (US$84 billion) bank bail-out because
"reckless lending" by international banks to Irish banks
contributed to their collapse.

Michael Noonan, Ireland's finance minister, gave warning on
Wednesday that the huge cost of bailing out Irish banks with
taxpayers money was driving up national debt and posing a risk to
the country's economic recovery, the FT relates.

Ireland faces a EUR63 billion bill for recapitalizing its main
banks, which have all required state bail-outs to cope with a
property crash and banking crisis, the FT discloses.  The cost of
the banking bail-out forced the previous government to turn to
the European Union and International Monetary Fund for a
EUR85 billion bail-out last year, the FT notes.

According to the FT, Mr. Noonan said Dublin had advanced
proposals to the European authorities, which would enable Ireland
to reduce its overall debt burden.  He added these had not yet
reached the level of negotiations with decision makers, the FT

One proposal would see the government borrow money from the
European Financial Stability Facility at low interest rates to
pay off EUR31 billion in promissory notes it issued for the
recapitalization of Anglo Irish Bank and Irish Nationwide
Building Society, the FT says.  It is estimated this could save
billions of euros in interest charges due on the promissory
notes, the FT states.

The government is seeking to reduce its bank bail-out costs by
between EUR15 billion and EUR20 billion, which it believes would
reduce its national debt to more sustainable levels, the FT


LATVIJAS KRAJBANKA: Operations Suspended; Future Uncertain
Gustav Sandstrom and Charles Duxbury at Dow Jones Newswires
report that Latvia suspended the operations of Latvijas
Krajbanka, a unit of Lithuanian bank Bankas Snoras.

According to Dow Jones, Latvia's Financial and Capital Markets
Commission cited an "established deficiency of funds" in its
suspension of Latvijas Krajbanka.

The agency, as cited by Dow Jones, said the prosecutor general's
office had been "notified of the above shortcoming."

On Wednesday, Latvian Finance Minister Andris Vilks told the
Baltic News Service that talks over the completion of Latvia's
program of financial assistance from the International Monetary
Fund and the European Commission are likely to remain unfinished
until next week while the authorities decide on Latvijas
Krajbanka's future, Dow Jones relates.

That came a day after the Latvian treasury canceled a planned
bond issue, saying that the suspension of Latvijas Krajbanka,
along with the already volatile situation on financial markets in
Europe, "increased investor concerns about their further
investments," Dow Jones notes.

Headquartered in Riga, Latvia, AS Latvijas Krajbanka provides
commercial banking services to businesses and private individuals
in Latvia and the markets of the Commonwealth of Independent
States.  As of Dec. 31, 2009, AS Latvijas Krajbanka had 115
customer service centers and 190 automated teller machines.  AS
Latvijas Krajbanka is a subsidiary of AS banka Snoras.


BANKAS SNORAS: Investigators Issue Warrant for Portsmouth Owner
BBC News reports that a Europe-wide arrest warrant has been
issued for the owner of Portsmouth Football Club Vladimir Antonov
because Lithuanian prosecutors want to question him as part of an
investigation into alleged asset stripping at Bankas Snoras AB.

The prosecutors are also seeking his business partner Raimondas
Baranauskas since both are former managers and shareholders of
the bank and deny any wrongdoing, according to BBC News.

BBC News notes that Portsmouth FC said its business operations
were unaffected and its day-to-day operations "carry on as

"Both former managers of the bank Snoras have been recognised as
suspects with regard to misappropriation of property on a large
scale and forgery of documents . . . .  Mr. Baranauskas is also
suspected of fraudulent accounting and abuse of authority. . . .
Prosecutor General Mr. Valys signed European arrest warrants
issued against these persons," the prosecutors said in a
statement obtained by the news agency.

Mr. Baranauskas also held the posts of the chairman of the bank
board and president.

BBC News discloses that Mr. Antonov owns 68% of Bankas Snoras and
an administrator has been appointed to assess its financial

As reported by the Troubled Company Reporter-Europe on Nov. 22,
2011, Bloomberg News related that the central bank said Bankas
Snoras's state-appointed administrator was to release its final
report on the alternatives for the bank's restructuring on
Nov. 23.  The Lietuvos Bankas, based in the capital, Vilnius,
said that it will give its resolution on the Snoras's future
operations on Nov. 24, according to Bloomberg.  The government
took over Snoras on Nov. 16 after the central bank discovered
that about EUR300 million (US$405 million) of assets may be
missing and the lender was at risk of insolvency, Bloomberg
recounted.  The country's Prosecutor General opened an
investigation into possible fraud and embezzlement, Bloomberg
disclosed.  Lawmakers approved legislation on Nov. 17 allowing
the government to split Snoras into two banks, with good and bad
assets, Bloomberg related.  Bloomberg noted that the Finance
Ministry on Nov. 18 said the bad bank is planned to file for
protection from creditors, while the government will seek an
investor for the good bank with healthy assets and insured
deposits "as soon as possible".  The ministry, as cited by
Bloomberg, said that no public money will be required to save
Snoras because the bank has sufficient assets to cover insured
deposits.  According to Bloomberg, it said that uninsured
liabilities such as bonds will receive "a substantial haircut".

Bankas Snoras AB is Lithuania's fifth biggest lender.  Snoras
held LTL6.05 billion in deposits and had assets of LTL8.14
billion at the end of September.  It competes with Scandinavian
lenders including SEB AB, Swedbank AB (SWEDA), and Nordea AB.  It
also controls investment bank Finasta and Latvian lender Latvijas
Krajbanka AS.

SNORAS BANK: Fitch Lowers Rating on Long-Term IDR to 'C'
Fitch Ratings has downgraded Snoras Bank's Long-term Issuer
Default Rating (IDR) to 'C'.

The downgrade reflects Fitch's view that Snoras' default is
imminent.  This follows the publication on November 18, 2011, by
the Lithuanian Ministry of Finance of a document in which it
states that "the Government does not expect to use public money
in the resolution of Snoras" and "liabilities not covered by the
deposit insurance mechanism will receive a substantial haircut."

The Bank of Lithuania (BoL) announced on November 20, 2011, that
Snoras's administrator is now expected to finalize its report on
the options for the bank's restructuring on November 23, with the
BoL to review these options on November 24.  Fitch expects to
downgrade Snoras to 'RD' (Restricted Default) upon confirmation
that the bank's restructuring will involve losses for some
categories of creditors.  The bank could also be downgraded to
'RD' if the restructuring announcement is delayed, but
restrictions in respect to the bank's servicing of its
liabilities and creditors' access to funds remain in place for an
extended period of time.

The ratings could be upgraded if the Lithuanian authorities
ultimately decide that creditors will not be forced to suffer
losses as a result of the bank's restructuring.  However, given
the statements made by the Ministry of Finance, this scenario now
seems very unlikely.

Snoras is the fifth largest bank in Lithuania by assets and ranks
third by retail deposits. On November 17, 2011, Fitch placed the
bank's Long-term IDR on Rating Watch Negative (RWN) and
downgraded the Viability Rating to 'f' following the announcement
that the bank had entered administration and been subject to
forced nationalization.

The rating actions are as follows:

  -- Long-term foreign currency IDR downgraded to 'C' from 'B+',
     RWN removed

  -- Short-term foreign currency IDR downgraded to 'C' from 'B',
     RWN removed

  -- Viability Rating: affirmed at 'f'

  -- Individual Rating affirmed at 'F'

  -- Support Rating downgraded to '5' from '4', RWN removed

  -- Support Rating Floor revised to 'No Floor' from 'B+', RWN


ROSPROMBANK: Moody's Downgrades Deposit Ratings to 'B3'
Moody's Investors Service has downgraded the long-term local and
foreign currency deposit ratings of Russia-based Rosprombank to
B3 from B2. The bank's E+ standalone financial strength rating
(BFSR), mapping into B3 on the long-term scale, was affirmed. All
ratings carry a stable outlook.

Ratings Rationale

Moody's says that the downgrade and affirmation were triggered by
Moody's recent rating action on Rosprombank's parent -- Marfin
Popular Bank Public Co Ltd -- whereby its standalone rating was
lowered to B3.

The downgrade of Rosprombank's deposit ratings to B3 was driven
by the lower capacity of Marfin to provide parental support to
the Russian subsidiary in case of need. In line with Moody's
methodology ("Incorporation of Joint-Default Analysis into
Moody's Bank Ratings: A Refined Methodology"), Moody's uses the
standalone rating of the parent entity as the anchor rating when
incorporating parental support for the ratings of foreign
subsidiaries. This now results in no rating uplift for
Rosprombank's deposit ratings above its standalone credit
strength of B3 (previously one notch of uplift).

Principal Methodologies

The 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, Rosprombank reported -- under
Russian GAAP -- total consolidated assets of RUB9.9 billion
(around US$319 million) at October 1, 2011.

U N I T E D   K I N G D O M

DECO 6: S&P Keeps 'BB-' Rating on Class D Notes
Standard & Poor's Ratings Services withdrew its 'A+ (sf)' credit
rating on DECO 6 - UK Large Loan 2 PLC's commercial mortgage-
backed class A1 notes, following the redemption of these notes.
The ratings on the other classes of notes in this transaction are

As per the October 2011 cash manager report, the class A1 notes
fully redeemed on Oct. 28, 2011, following the full repayment of
the St Enoch Loan. The other classes of notes in this transaction
remain unaffected by the rating action.

DECO 6 - UK Large Loan 2 is a U.K. commercial mortgage-backed
securities (CMBS) transaction, which closed in December 2005 with
notes totaling GBP555.18 million. The notes have a final legal
maturity in July 2017.

         Potential Effects of Proposed Criteria Changes

"We have taken the rating action based on our criteria for rating
European CMBS. However, these criteria are under review (see
'Advance Notice of Proposed Criteria Change: Methodology And
Assumptions For Rating European Commercial Mortgage-Backed
Securities,' published on Nov. 8, 2011)," S&P related.

"As highlighted in the Nov. 8 Advance Notice of Proposed Criteria
Change, we expect to publish a request for comment (RFC)
outlining our proposed criteria changes for rating European CMBS
transactions. Subsequently, we will consider market feedback
before publishing our updated criteria. Our review may result
in changes to the methodology and assumptions we use when rating
European CMBS, and consequently, it may affect both new and
outstanding ratings on European CMBS transactions," S&P said.

"Until such time that we adopt new criteria for rating European
CMBS, we will continue to rate and surveil these transactions
using our existing criteria (see 'Related Criteria And
Research')," S&P said.

Ratings List

Class       To            From

DECO 6 - UK Large Loan 2 PLC
GBP555.119 million Commercial Mortgage-Backed Floating-Rate Notes

Rating Withdrawn

A1          NR            A+ (sf)

Ratings Unaffected

A2          A+ (sf)
B           A+ (sf)
C           BBB (sf)
D           BB- (sf)

NR--Not rated.

EXPRO HOLDINGS: Moody's Downgrades CFR to Caa1; Outlook Negative
Moody's Investors Service downgraded the corporate family rating
and the probability of default rating of Expro Holdings UK 3
Limited to Caa1 from B3. It also downgraded the rating of the
senior secured US$1.4 billion notes due 2016 to B3 from B2. The
rating outlook is negative.

Ratings Rationale

The downgrades reflect Expro's somewhat weak performance so far
in the year ending March 2012, with Ebitda and operating cash
flow generation below Moody's expectations. Moody's now expects
leverage (as adjusted by Moody's) to end FY2012 higher than
expected at around 8x. It also incorporates Moody's view that the
company's near-term market outlook is uncertain and that
continued weak operating performance is likely to put further
pressure on the company delivering on its business plan in line
with Moody's previous expectations.

Despite an increase in revenue (excluding AX-S) in constant
currency terms of 9% year-on-year in Q1 FY2012 ended on 30 June
2011, reported adjusted operating profit actually fell 9% year-
on-year. Revenue growth was driven by growth in North America
Offshore and South West Africa (ex Angola). Much of the decline
in operating profit was due to delays and higher costs
experienced in its South & West Africa business. Expro's
operations have not benefitted materially from the upturn in WTI
earlier in the year and continue to exhibit trough like
profitability. Moreover, Expro's backlog has remained relatively
flat over the past year at around US$1.3 billion.

Expro received an equity injection of US$250 million from its
shareholders (with the final US$26 million tranche received in
August 2011) to boost liquidity and provide funds for capital
expenditure to grow the business. However, Moody's notes that the
delay in the company's business plan will impact leverage
expectations for 2012 and these will be exacerbated by the impact
of the mezzanine debt, which will increase over time through the
continuing rollup of a material portion of interest.

Following the majority of the equity injection, Expro reported
cash of US$250 million at June 30, 2011. In Q2FY12 it used part
of that to fully repay US$75 million drawn on the bank revolver,
which was also upsized to US$160 million. Anticipated negative
free cash flow until FY2013 following an increase in capital
expenditure weakens the company's liquidity profile and recent
working capital swings have been detrimental to current
liquidity. However, there is no debt amortization or refinancing
requirement until the revolver matures in December 2014 and
covenant compliance is currently acceptable, although covenants
tighten on a quarterly basis.

The negative outlook reflects the fact that the credit is weakly
positioned in the Caa1 rating category, given the combination of
high leverage and negative anticipated free cash flow, together
with the tightening covenants

In view of the rating action, no material upward pressure is
currently contemplated. For the outlook to be stabilized, Moody's
expects adjusted leverage, to fall towards 7x, with sufficient
headroom under the bank covenants and continued access to the
RCF, resulting in a stronger overall liquidity profile for the
rated entity. The ratings could be lowered if earnings
deteriorate and weaken covenant headroom, or if other liquidity
concerns emerge.

The principal methodology used in rating Expro Holdings UK 3
Limited was the Global Oilfield Services Rating Methodology
published in December 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 the United Kingdom, Expro is a leading provider
of services and products to the upstream oil and gas industry.
About 25% of revenue is from onshore markets and about 75% from
offshore markets. In July 2008, the company was bought by a
private equity consortium led by Arle Capital Partners (formerly
named Candover Partners) and GS Capital Partners VI Fund, L.P.
For the year ending March 2011, the Expro group reported revenue
of about US$1 billion.

FAB UK 2004-1: Fitch Lowers Ratings on 2 Note Tranches to 'CCsf'
Fitch Ratings has downgraded six tranches of FAB UK 2004-1 B.V.
and affirmed one tranche, as follows:

  -- GBP123,562,700 class A-1E floating-rate notes due 2045
    (ISIN: XS0187962104): downgraded to 'BBsf' from 'BBBsf';
     Outlook Negative

  -- GBP5,883,938 class A-1F zero coupon notes due 2045 (ISIN:
     XS0187962369): downgraded to 'BBsf' from 'BBBsf'; Outlook

  -- GBP10,000,000 class A-2E floating-rate notes due 2045 (ISIN:
     XS0187962799): downgraded to 'Bsf' from 'BBsf'; Outlook

  -- GBP8,800,000 class A-3E floating-rate notes due 2045 (ISIN:
     XS0187962872): affirmed at 'CCCsf'

  -- GBP4,700,000 class A-3F fixed-rate notes due 2045 (ISIN:
     XS0187963094): downgraded to 'CCsf' from 'CCCsf'

  -- GBP5,336,415 class S1 combination notes due 2045 (ISIN:
     XS0187963334): downgraded to 'BBsf' from 'BBBsf'; Outlook

  -- GBP2,935,901 class S2 combination notes due 2045 (ISIN:
     XS0187963508): downgraded to 'CCsf' from 'CCCsf'

The downgrades reflect the transaction's poor performance.  The
over-collateralization (OC) tests have been failing since the
beginning of 2009 and have deteriorated over time.  The downgrade
also reflects the high risk embedded in the portfolio as it
comprises almost entirely mezzanine tranches of structured
finance assets with low potential for recoveries.  Moreover the
deal is failing both the weighted average spread and weighted
average coupon tests, which means it has limited ability to de-
leverage the senior tranches by trapping excess spread

The pool shows a high level of concentration of UK RMBS assets,
with a large part of the portfolio comprising sub-prime assets.
The 'CCCsf' and below bucket totals nearly 10% of the total

The Class A-3E notes have been affirmed as the ratings are in
line with the expectations for the transaction's performance.
The combo notes have been downgraded because of the similar
actions taken on the A-1F and A-3F tranches, respectively.

FAB UK 2004-1 B.V. is a securitization of mainly European
structured finance assets with a total note issuance of
GBP204.5 million invested in a target portfolio of GBP200
million.  The portfolio is actively managed by Gulf International
Bank (UK) Limited.

Fitch has assigned a Two Stars Issuer Report Grade (IRG),
"Basic", to the reporting due to the lack of detailed information
about the counterparties and relative triggers.

MOTHERCARE PLC: Launches Review of Struggling UK Business
The Scotsman reports that Mothercare plc has launched a review of
its struggling UK business after a dire first half in its home
market overshadowed strong growth overseas, pushing the group
into the red.

The company, which has 352 British stores and almost 1,000
overseas, has already announced it is cutting 110 stores in the
UK but said it will look to adjust the size and shape of its
business in line with current conditions, the Scotsman discloses.

The review is due to be completed in the first quarter of 2012,
the Scotsman states.

Mothercare is battling intense competition from supermarkets and
online specialists, as well as consumer uncertainty in the face
of tough economic headwinds, the Scotsman says.

Ben Hunt, an analyst at Oriel Securities, previously said the
company should consider winding down its UK arm completely, the
Scotsman recounts.

Mr. Hunt, as cited by the Scotsman, said: "Closing the UK
business may seem like a radical idea, but people clearly fear
the loss-making UK business will continue to be a burden on the

Mothercare, which owns the Early Learning Centre brand, made an
underlying pre-tax loss of GBP4.4 million in the 28 weeks to
October 8, compared with a profit of GBP12.2 million a year
earlier, the Scotsman discloses.  Total group sales rose 4% to
GBP413 million while total British sales fell 4.3% with the
division swinging to an operating loss of GBP18.5 million, the
Scotsman relates.

Mothercare plc is a mother and baby products retailer.

PAG HOTELS: Administrators Sell Castle Venlaw for GBP695,000
Mark Entwistle at Southern Reporter writes that Colliers
International, acting on behalf of the joint administrators of
PAG Hotels Limited, sold Castle Venlaw Hotel to an unnamed
private couple for what it says was close to the asking price of
offers over GBP695,000.

As reported in the Troubled Company Reporter on Aug. 18, 2010,
Business Sale Report said that two of PAG Hotels' Scottish hotels
have been put up for sale as fully operational businesses.
Castle Venlaw Hotel on the outskirts of Peebles has been put onto
the market for offers over GBP795,000 while Auchen Castle Hotel
is for sale at offers over GBP1.25 million.  The report related
that Blair Nimmo and David Costley-Wood of KPMG accountants
placed PAG Hotels into administration at the end of June after
being called in by Santander bank.  As a result, more than 30
jobs are at risk, but both hotels remain open, the report added.

The administrators can be reached at:

         Blair Carnegie Nimmo
         David Costley-Wood
         KPMG LLP
         191 West George Street
         Glasgow, G2 2LJ
         Tel: 0141 226 5511
         Fax: 0141 204 1584

Castle Venlaw Hotel officially reopened after a major
refurbishment at the beginning of March 1999, and it was eight
years later, in the September 2007, that it was acquired by PAG
Hotels Ltd.

SKIPTON BUILDING: Moody's Provides Updates on Darrowby No. 1 Plc
Moody's Investors Service stated that the assignment by Skipton
Building Society of further advances and the product switch of
existing mortgages, will not, in and of themselves and at this
time, result in a reduction or withdrawal of the current rating
of the notes issued by Darrowby No. 1 Plc.

As per the Mortgage Sale Agreement, further advances and product
switches can only be made by Skipton as seller if it is rated at
least P-2 as of the further advance or product switch date.  On
October 7, 2011, the long-term deposit and short-term ratings of
Skipton were downgraded to Ba1/Not Prime from Baa1/P-2, therefore
resulting in a rating trigger breach under the Mortgage Sale

In response to such breach, the Seller proposes that further
advances and product switches be still allowed in spite of their
non-prime short-term rating (the "Proposal"). In order to
mitigate the claw back risk following an insolvency event of
Skipton as Seller, Skipton will provide monthly solvency
certificates before any further advances are purchased by the
Issuer. Moody's notes that product switches do not give rise to
claw back risk as they do not entail further sales of receivables
to the Issuer. The further advance and product switch features
are in line with other transactions originated by mid-sized UK

In determining the impact of the Proposal on the current Moody's
rating of the Notes, Moody's considered, among other things, the
risk of clawback following a potential seller insolvency.

The principal methodology used in this rating was Moody's
Approach to Rating RMBS in Europe, Middle East and Africa
published in October 2009.

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

TATA STEEL: Moody's Assigns Negative Outlook to 'B2' CFR
Moody's Investors Service has assigned a negative outlook on the
B2 corporate family rating of Tata Steel UK Holdings Limited and
B2/LGD 3(49) ratings assigned to its EUR4.1 billion senior
secured senior bank facilities.

Ratings Rationale

The change of the outlook from stable to negative reflects the
expectation that the weakening economic outlook in Europe and a
deteriorating conditions in the European steel sector will likely
lead to a slower improvement in the operating performance and
financial profile of TSUKH, with Debt/EBITDA likely remaining
closer to 6x times in the current year (ending March 2012). This
trend comes at a time when the company is executing additional
restructuring and investment measures, with the 5-year investment
plan recently announced by the company (EUR800 million in
IJmuiden in the Netherlands and GBP400 million for Long Products
in Scunthorpe), that will lessen FCF generation in the next
several years, limiting TSUKH's ability to reduce leverage.

The B2 ratings, however, are supported by the assumption of
uninterrupted support of the parent company Tata Steel Ltd (rated
Ba3/stable), that in Moody's view has sufficient financial
flexibility to assist with the execution of the restructuring and
investment measures at the European subsidiary.

Any revision of the degree of financial support available to
TSUKH and its lenders from the parent company could impact the B2
ratings. The ratings could also be lowered as a result of a
profound deterioration in the operating performance of Tata Steel
UK, with Total Debt rising to 7x times, that will put under
stress Moody's current assumptions of the recovery rates
supporting the ratings on TSUKH's loans.

An upgrade of the ratings would require a sustained strong
operating performance, leading to consistent FCF generation, and
a deleveraging of the balance sheet with Debt/EBITDA leverage
sustainably below 3.5x.

In October 2010, TSUKH successfully refinanced its bank
facilities with new EUR4.2 billion senior secured syndicated
loans. The new facilities have a back-loaded repayment profile
and should allow more financial flexibility to TSUKH in the near
term, with only limited debt repayments in 2012-2014 and no
refinancing requirements until 2015.

The rating assumes that TSUKH will continue to proactively manage
its liquidity position. Moody's expects that the new GBP690
million revolver facility, negotiated as part of the refinancing
package at the end of 2010, should be sufficient to cover working
capital requirements of the business, and also note the existing
intercompany arrangements for procurement and working capital
funding that offer additional flexibility. At the end of June
2011, the company reported GBP175 million outflow of working
capital, which is in line with the cyclical patterns in the cash
flows. The availability of funding under the revolver facility is
subject to the financial covenants (including Debt Payment Cash
Coverage covenant). Moody's expects that the company will remain
in compliance with its covenants in the current year.

The principal methodology used in rating Tata Steel UK Holdings
Limited was the Global Steel Industry Methodology published in
January 2009.

Tata Steel UK Holdings Limited ("TSUKH" or the "Company") is the
100% owned subsidiary of Tata Steel Ltd, a Mumbai-based
international steel producer, and is the holding company for the
European steel operations that principally comprise the former
Corus group. The Company is the second largest producer of steel
in Europe with c.18 mtpa crude steel capacity and GBP9.6 billion
revenues reported for the year ended in March 2011.

Tata Steel Ltd is an integrated steel company headquartered in
Mumbai. After the acquisition of Corus, Tata Steel became the
world's sixth largest steelmaker with an annual production
capacity of around 28 million tons of crude steel.

THOMAS COOK: Calls In Advisers; May Face Restructuring
Louisa Peacock at The Telegraph reports that Thomas Cook endured
another miserable day on Wednesday after it emerged its lenders
had called in professional advice, raising the prospect of a
root-and-branch restructure.

Separately, David Cameron made the very rare move of asking the
Business Department for a status report on the company, The
Telegraph notes.

Brokers were left in a state of shock after events this week,
with Citigroup sending a note to clients warning it could not
place a target price on Thomas Cook stock, The Telegraph relates.
Its share price failed to make significant gains following its
75% collapse on Tuesday, Nov 22, The Telegraph discloses.

According to The Telegraph, several major brokers kept "sell"
recommendations, with many warning the company was running out of
time to convince the markets and customers it was a safe bet.

Thomas Cook's number one shareholder, Lloyds Banking Group,
pulled out almost half its stock in the company, taking its
holding to 4.59%, The Telegraph discloses.

Thomas Cook admitted on Tuesday it was close to breaching banking
covenants, sending jolts across the trading floor, according to
The Telegraph.

It was the second time in a month the firm had asked its lenders
to come to the rescue, after securing another separate GBP100
million loan, taking its net debt to GBP900 million, The
Telegraph notes.

The share price recovered slightly to 10.72p, up from 10.2p, but
attention turned to the possible restructuring of the company as
it emerged Ernst & Young had been appointed advisers, The
Telegraph says.

"It could easily be restructured.  At this stage it may be
difficult for the 17 banks to have conversations directly with
the company so appointing an adviser takes the emotion out of
it," The Telegraph quotes one analyst as saying.  According to
The Telegraph, he said the alternatives were refinancing the debt
burden in exchange for hefty fees or a debt-for-equity swap --
something the company ruled out on Tuesday.

Thomas Cook Group plc is a United Kingdom-based company.  The
Company, together with its subsidiaries, is engaged in the
provision of leisure travel services.  Its main brands include
Airtours, Aspro, Club 18-30, Cresta, Manos, Neilson, Sunset,
Sunworld Holidays, Swiss Travel Service, Thomas Cook, Thomas Cook
Style Collection, Thomas Cook Signature and Thomas Cook Tours.
It has six geographic operating divisions: United Kingdom,
Central Europe, West and East Europe, Northern Europe, North
America and Airlines Germany.


* EUROPE: New EC Law to Impose Losses on Ailing Bank Bondholders
Reuters reports that the European Commission is set to propose a
law within weeks that could let supervisors impose losses on the
bondholders of a flagging bank, officials said, a move it has
delayed until the end of the year for fear it will panic markets.

The law is part of a European framework on winding up or
salvaging troubled banks, seen as crucial to preventing another
financial crisis, but which is sensitive because it has echoes of
the Greek bailout package, in which holders of Greek government
bonds share some of the losses, Reuters notes.

Banks are also worried that the new European law would break a
finance industry taboo that bondholders are spared losses, making
investors more reluctant to lend to banks and possibly
compounding a credit freeze, Reuters discloses.

According to Reuters, banks have said that forcing bondholders,
especially senior ones, to take a hit when a bank is in trouble
should only be a last resort option.

Officials told Reuters that this remained part of the proposal,
which if accepted by EU member states and the European
parliament, will become EU law.

One official, speaking on condition of anonymity, said the new
rules would correct the imbalance between the treatment of
bondholders and of shareholders, many of whom lost their
investments in banks that failed during the crisis, Reuters

* BOOK REVIEW: Corporate Debt Capacity
Author: Gordon Donaldson
Publisher: Beard Books, Washington, D.C. 2000 (reprint of 1961
book published by the President and Fellows of Harvard College).
List Price: 294 pages. $34.95 trade paper, ISBN 1-58798-034-7.

"The research project who results are reported in this volume was
primarily concerned with the risk element involved in the
utilization of debt as a source of permanent capital for
business," Bertrand Fox, Director of Research, succinctly writes
in the "Foreword".  The research project was funded by and
conducted by an organization connected with Harvard College, the
original publishers of this book in the early 1960s.

The research was not a body of data for analysis as research
typically is in business studies or sociological studies.  In the
end, Donaldson recommends perspectives and practices going beyond
the research.  This doesn't necessarily go against the findings
of the research, but rather shows the limitations of the thinking
of most businesspersons at the time or their blind spots
regarding the role of debt, especially with respect to potentials
for growth, longevity, and other interests of business

The businesses are not identified.  Given Donaldson's credibility
and reputation and the Harvard name behind the research project
however, the research data is taken as factual and reliable.  The
research was garnered from participating corporations and
financial institutions.

Though there are a few tables, the research is not limited to
financial information strictly as figures and other balance sheet
data.  Donaldson was interested as much in corporate leaders'
psychology and presumptions about debt more than current debt
situations and corporate policies regarding debt.  Financial
institutions were included as part of the study as well because
their views toward corporate debt and the way they worked with
the financial parts of corporations had an effect on corporate
debt of the time.

As Donaldson found from the research, both corporations and
financial institutions understood debt in conventional,
traditional, ways.  For the corporations, these ways could be
hampering operations and strategy.  The ways corporations were
being hampered were unseen however unless they started looking at
their books differently and became open to taking on debt
differently.  Donaldson's singular achievement was to see in the
research ways in which corporations were being hampered and in
thus propose a new way of regarding debt.  This was a
revolutionary step for the large majority of businesses.  And for
even the small number of businesses which were pursuing
unconventional debt practices, Donaldson's studies and new
perspective put these on solid ground giving better guidance.

Donaldson's readings of the research reflect corporate managers'
own statements (also part of the research) regarding their views
on their company's financial analysis and debt.  Managers are
quoted, "Our management is essentially conservative."; "The word
which describes our corporate image is 'dignified'."; "I supposed
in a way we're lazy."  The author treats these as "attitudes"--as
in a chapter "Management Attitudes to Non-Debt Sources"--
realizing that it is such "attitudes" more than what financial
figures disclose or debt itself which colors practices about the
fundamental business matter of debt.

Donaldson brings into the open managers false sense of debt.
This false sense is bound in with conventional, inherited
concepts and images of a corporation having no relation to facts.
Such conventional views are perpetuated by an aversion to risk.
The less debt, the less risk, according to the prevailing
precept.  But Donaldson points out that managers who observe this
actually often pursue greater risks in product development,
entering new markets, mergers, and other activities.

Corporate "attitudes" to debt since the book's 1961 publication
attest to the deep influence of Donaldson's groundbreaking
perspective.  Consumer debt, the growth of credit cards, and
other financial phenomena also evidence changed regard of debt
found in Donaldson's work.  The tipping of the balance to too
much debt for many corporations and beyond cannot be attributed
to the book however.  For in urging new concepts and uses of debt
for the better management of corporations, Donaldson also goes
into determination and control of risks entailed in new types of

Gordon Donaldson retired in 1993 after close to 20 years at the
Harvard Business School.


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

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  Go to 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, Ivy B.
Magdadaro, Frauline S. Abangan and Peter A. Chapman, Editors.

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

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

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

The TCR Europe subscription rate is US$625 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Christopher Beard at 240/629-3300.

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