TCREUR_Public/111226.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

           Monday, December 26, 2011, Vol. 12, No. 255

                            Headlines


A U S T R I A

SERVICE BANK: Moody's Assigns 'D' Bank Financial Strength Rating


B E L G I U M

DEXIA SA: EU Temporarily Clears Firm Guarantees, Signals Concern


B O S N I A   &   H E R Z E G O V I N A

* BOSNIA & HERZEGOVINA: Moody's Issuers Summary Credit Opinion


B U L G A R I A

FIRST INVESTMENT: Fitch Puts 'BB-' Long-Term IDR on Watch Neg.


C Y P R U S

SONGA OFFSHORE: S&P Affirms 'B+' Corporate Credit Rating


D E N M A R K

MARE BALTIC: Moody's Lowers Rating on EUR170-Mil. Notes to 'B3'


G E R M A N Y

TUI AG: Moody's Maintains 'B3' Corporate Family Rating


G R E E C E

OMEGA NAVIGATION: Bracewell Led Case to "Landmark Victory"


H U N G A R Y

* HUNGARY: S&P Downgrades Sovereign Credit Ratings to 'BB+/B'


I R E L A N D

AVONDALE SECURITIES: S&P Puts 'BB+' Note Rating on Watch Negative
FRANS 2003: Fitch Cuts Rating on Class B Notes to 'BB+'
TBS INTERNATIONAL: Lenders Extend Forbearance Pacts to Feb. 15


I T A L Y

COLOMBO CASH: S&P Puts 'BB' Rating on Class C Notes on Watch Neg
CREDICO FUNDING: S&P Puts CCC Rating on Class Notes on Watch Neg.


L U X E M B O U R G

TMD FRICTION: Moody's Confirms 'B2' Corporate Family Rating


N E T H E R L A N D S

CADOGAN SQUARE: S&P Raises Rating on Class E Notes to 'BB-'
CHAPEL 2003-I: S&P Lowers Rating on Class C Notes to 'CCC-'
LANCELOT 2006: Fitch Affirms Rating on EUR12-Mil. Notes at 'Bsf'
PEARL MORTGAGE: Fitch Cuts Ratings on Three Note Classes to 'B'


P O R T U G A L

PORTUGAL TELECOM: Moody's Lowers Long-Term Debt Rating to 'Ba1'


R U S S I A

IRKUT: Moody's Affirms 'Ba2' Corporate Family Rating
* TOMSK OBLAST: S&P Raises Issuer Credit Rating to 'BB'


S E R B I A   &   M O N T E N E G R O

* GOV'T OF MONTENEGRO: Moody's Issues Summary Credit Opinion


S P A I N

AYT COLATERALES: S&P Assigns 'BB' Rating to Class D Notes
BBVA CONSUMO: S&P Lowers Rating on Class B Notes to 'B+'
BBVA EMPRESAS: Fitch Assigns Rating on Class C Notes to 'BBsf'
BBVA RMBS 3: Moody's Reviews 'Ba1' Ratings for Possible Downgrade
REPSOL INT'L: Fitch Affirms Rating on Sub. Pref. Shares at 'BB+'


S W E D E N

SAAB AUTOMOBILE: Pang Da Drops Purchase Plan Amid Bankruptcy


U N I T E D   K I N G D O M

AC WILLIAMS: Goes Into Administration, Cuts 23 Jobs
BARRATTS PRICELESS: Closes 18 Jobs Amid Administration
BLACK HORSE: Goes Into Administration, 180 Jobs at Risk
DFS FURNITURE: Moody's Cuts Corporate Family Rating to 'B2'
HELIX CAPITAL: S&P Raises Rating on EUR15-Mil. Notes From 'BB-'

HOUSEMAN & FALSHAW: Goes Into Administration, Cuts 70 Jobs
HPJ & JEWEL: In Administration for Second Time This Year
LONDON & REGIONAL: Moody's Cuts Rating on Class C Notes to 'B1'


X X X X X X X X

* BOND PRICING: For the Week December 19 to December 23, 2011


                            *********


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


SERVICE BANK: Moody's Assigns 'D' Bank Financial Strength Rating
----------------------------------------------------------------
Moody's Investors Service has assigned these first-time ratings
to card complete Service Bank AG (CARD COMPLETE): D standalone
bank financial strength rating (BFSR), which maps to Ba2 on the
long-term scale, Baa1 long-term local and foreign currency
deposit ratings, and Prime-2 short-term local and foreign
currency deposit ratings. The outlook on the D BFSR is stable,
while the outlook on the Baa1 deposit ratings is negative,
capturing some rating pressure on the A2 long-term debt and
deposit ratings of CARD COMPLETE's majority shareholder UniCredit
Bank Austria AG which are currently under review for downgrade.

Rating Rationale

CARD COMPLETE's standalone D BFSR reflects the bank's leading
market position in the Austrian electronic payments sector as
well as its domestically recognized brand as one of country's
leading credit card issuers and merchant acquirers. The rating
also incorporates CARD COMPLETE's access to its partner banks'
customers base (to mainly issue Visa-branded credit cards), which
includes UniCredit Bank Austria AG and Raiffeisen Zentralbank
Oesterreich AG (RZB; rated A2/P-1), two of Austria largest retail
banks that also own a combined 75.1% stake in CARD COMPLETE. The
D BFSR is further supported by the bank's proprietary merchant
network with more than 66,000 acceptance points across Austria as
well as CARD COMPLETE's good capital position and adequate
balance sheet reserves which create a buffer against fraud risk.
Moody's observes that fraud risk is CARD COMPLETE's main risk
driver, and outstanding credit card receivables -- except for a
small portion for which CARD COMPLETE assumes the credit risk --
are guaranteed by the issuing partner banks. The rating agency
also recognises the existing profit and loss transfer agreement
between CARD COMPLETE and its stakeholders as a further risk
mitigant.

CARD COMPLETE's standalone D BFSR is constrained by the bank's
monoline character and ongoing profitability challenges as a
result of declining margins from (i) credit card transactions
(interchange rates); and (ii) processing merchant transactions.
The decline in transaction margins could not be compensated by a
significant increase in transaction volumes that CARD COMPLETE
has experienced in recent years. As a result, declining revenues
in combination with a rather stable operating cost base have had
-- and continue to have -- a negative impact on the bank's
earnings.

Moody's also notes that CARD COMPLETE's D BFSR is further
constrained by concentration risks arising from (i) funding and
credit guarantees that are highly dependent on the two
stakeholder banks UniCredit Bank Austria AG and RZB; and (ii)
acquired transaction volume because a significant percentage of
this volume is generated through the bank's top20 merchant
clients.

CARD COMPLETE's Baa1 long-term global local currency (GLC)
deposit rating is based on the bank's standalone credit strength
and Moody's assessment of a very high probability of parental
support from UniCredit Bank Austria AG. Moody's support
assessment gives CARD COMPLETE's GLC deposit rating a four-notch
rating uplift from its standalone credit strength, taking into
account UniCredit Bank Austria AG's 50.1% majority stake and its
high contribution to CARD COMPLETE funding needs. The negative
outlook on the institution's long-term rating captures some
rating pressure on the A2 long-term debt and deposit ratings of
its major shareholder that are currently under review for
downgrade.

WHAT COULD CHANGE THE RATING UP

Moody's currently does not see any positive rating pressure on
CARD COMPLETE's D BFSR which is demonstrated by the stable
outlook. A BFSR upgrade would be subject to a sustainable
strengthening of the bank's recurring earnings power without
compromising on its risk appetite and risk profile. Upward
pressure on the bank's deposit rating would need to be triggered
by a significant multi-notch positive change in CARD COMPLETE's
standalone BFSR or higher long-term ratings of UniCredit Bank
Austria AG.

WHAT COULD CHANGE THE RATING DOWN

Downward pressure could be exerted on CARD COMPLETE's BFSR as a
result of (i) further pressure on operating earnings, including
potential future regulatory intervention for credit card fees
(interchange rates); (ii) deterioration of asset quality as a
result of an expansion of CARD COMPLETE's own credit cards
business; (iii) unexpected losses caused by fraud transactions;
and/or (iv) a change in ownership structure resulting in a
weakening of the bank's strategic options.

Downward pressure could be exerted on CARD COMPLETE's GLC deposit
rating as a result of (i) a downgrade of its BFSR; or (ii) a
lowering of the probability of support from -- or a weakening of
the credit profile of -- UniCredit Bank Austria AG.

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.


=============
B E L G I U M
=============


DEXIA SA: EU Temporarily Clears Firm Guarantees, Signals Concern
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the European
Commission on Wednesday temporarily approved part of the
government-orchestrated break-up of Dexia SA, but signaled
concern that the company hasn't compensated governments enough
for the massive aid it has received since the crisis began in
2008.

Dexia SA -- http://www.dexia.com/-- is a Belgian-based bank and
insurance carrier that focuses on Public and Wholesale Banking,
providing local public finance actors with banking and financial
solutions, and on Retail and Commercial Banking in Europe, mainly
Belgium, France, Luxembourg and Turkey.


=======================================
B O S N I A   &   H E R Z E G O V I N A
=======================================


* BOSNIA & HERZEGOVINA: Moody's Issuers Summary Credit Opinion
-------------------------------------------------------------
This release represents Moody's Investors Service's summary
credit opinion on Bosnia and Herzegovina and includes certain
regulatory disclosures regarding its ratings. This release does
not constitute any change in Moody's ratings or rating rationale
for Bosnia and Herzegovina.

Moody's maintains these ratings on Bosnia and Herzegovina,
Government of

Long Term Issuer (domestic and foreign currency) Ratings of B2

Senior Unsecured (foreign currency) Ratings of B2

Ratings Rationale

Moody's B2 rating on the Bosnian government reflects the
country's low average incomes, small economy and a lack of
economic and export diversification. Partly for these reasons,
the country registers persistently high unemployment. Bosnia's
institutions -- with the exception of the Central Bank -- are
very weak: deep political schisms are reflected in its complex
government structure, created by the 1995 Dayton Peace Accords to
protect the three major ethnic groups' special interests.

There are two semi-autonomous entities -- the mainly Muslim-Croat
Federation of

Bosnia & Herzegovina (FBiH) and the Serbian-dominated Republika
Srpska (RS) -- plus the more diverse Brcko district. For nearly a
decade now, however, this multilayered government structure and
the frequent subversion of national to regional/ethnic interests
have impeded reform and complicated policymaking. This has been
vividly evidenced most recently with the long impasse between the
Bosniak (Bosnian Muslim) and the two largest Croatian political
parties over forming a government in FBiH. Although the
Federation government was finally formed in March, that
government is controversial since it was formed by the Bosniak-
dominated Social-Democratic party without the participation of
the biggest Croat parties. The controversy continues to delay the
formation of a State-level (national) government.

The impetus for political reconciliation once provided by gradual
integration into the EU appears to have faded, although the
country signed a Stabilisation and Association Agreement (SAA)
with the EU in June 2008. The international community also seems
less involved, as the recent meeting of the Peace Implementation
Council has so far only been followed up by a press release
expressing disappointment with the lack of progress on a
political settlement.

The IMF/EU loans to Bosnia in the context of an IMF stand-by
program, together with the issuance of local bonds and T-Bills,
have elevated the general government debt ratios since 2008. The
country also faces fiscal challenges related to its narrow
economic base and large grey economy, but its government debt is
still moderate and affordable, the latter mainly due to
concessional interest rates.

Tensions between the two semi-autonomous entities and also
between the Serbian, Bosniak and Croatian political parties are
intractable and the State institutions that link them are weak.
The ongoing lack of a government at the State level since
the elections were held in October 2010 will delay progress on
political reform -- thus the country's EU bid -- and on
structural economic reform. Moody's rating incorporates a base
case expectation that the political balance will hold. The
risk of a division of the country is remote, but is nonetheless a
non-negligible factor in Moody's analysis. This is captured in
Moody's methodology by a 'very high' susceptibility to event
risk.

Rating Outlook

The outlook on the government's ratings and the foreign currency
country ceilings is negative as a consequence of

(1) Heightened tensions between the country's three main ethnic
groups, which have produced a political stalemate and prevented
the formation of state-level institutions more than a year after
the October 2010 election;

(2) Related delays in economic and constitutional reform that are
impeding Bosnia's chances to eventually earn European Union
candidate status as well as access to external financing; and

(3) The increasing risk of a further splintering of the country
that could lead to an interruption in debt service payments on
the county's bonds.

WHAT COULD CHANGE THE RATING UP

Strengthening institutions through implementation of structural
reforms and/or streamlining of the policymaking process; an
improvement in inter-entity relations; and/or a relative
improvement in government financial strength, would put upward
pressure on the ratings.

WHAT COULD CHANGE THE RATING DOWN

An ongoing failure to form a government at the state level that
would prevent Bosnia from implementing either the constitutional
reforms needed to deepen its integration with the European Union
or the economic reforms demanded by multilateral and bilateral
creditors could result in a downgrade. Continued inaction from
the international community that would allow the divisive actions
of the Bosnian communities to persist, resulting in a pessimistic
outcome for the country's future as a sovereign nation, would
also lead to a downgrade.

METHODOLOGIES

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


===============
B U L G A R I A
===============


FIRST INVESTMENT: Fitch Puts 'BB-' Long-Term IDR on Watch Neg.
--------------------------------------------------------------
Fitch Ratings has placed Bulgaria's First Investment Bank AD's
(FIBank) Long-term Issuer Default Rating (IDR), Support Rating
and Support Rating Floor on Rating Watch Negative (RWN).

The RWN reflects the potential for the ratings to be downgraded
following a review by Fitch of the likelihood of support from the
Bulgarian authorities, if required.

Fitch believes that the Bulgarian state has the means to provide
support to FIBank if needed, given the country's low government
debt, available fiscal reserves and the relatively small size of
FIBank's balance sheet (total assets equal to 7% of GDP).
However the willingness to provide support is not certain, in
Fitch's view, given the bank's non-state ownership, and might be
undermined by potential weaknesses in FIBank's corporate
governance.

Fitch will resolve the RWN after further discussions with the
Bulgarian authorities on their approach to providing support to
the country's banks, and a review of relevant legislation.

If the Support Rating Floor is revised, the bank's Long-term IDR
will be driven by the bank's Viability Rating, which is currently
'b+'.

FIBank is majority owned by two Bulgarian businessmen, who each
control a 29% stake.  A further 27% is held by three offshore
companies, where nominal and beneficial owners are not publicly
disclosed.  In Fitch's view, there is a risk of related party or
relationship lending in light of the incomplete disclosure of the
shareholder structure, the majority owners' other interests in
capital intensive businesses (in particular, tourist
infrastructure), weaknesses in corporate governance and the quite
high risk nature of some loan exposures.

FIBank has a strong retail deposit franchise in Bulgaria. Total
customer deposits accounted for 93% of the bank's non-equity
funding at end-H111, most of which fall under the deposit
insurance scheme in Bulgaria.  Refinancing risk at the bank is
low and liquidity is currently comfortable. However, a marked
deterioration in asset quality might lead to instability in the
deposit base.

Fitch will also consider whether downward revisions of any other
bank Support Rating Floors in CEE are warranted.  However, at
present the Long-term IDRs of all non-state owned CEE banks,
apart from FIBank, are underpinned by either their standalone
strength (as reflected in the Viability Rating) or potential
shareholder support. Therefore, any downward revisions of
sovereign Support Rating Floors for other banks would not by
themselves result in any downgrades of Long-term IDRs.

The rating actions are as follows:

  -- Long-term IDR: 'BB-': placed on RWN
  -- Short-term IDR: affirmed at 'B'
  -- Viability Rating: unaffected 'b+'
  -- Individual Rating: unaffected 'D'
  -- Support Rating: '3': placed on RWN
  -- Support Rating Floor: 'BB-': placed on RWN


===========
C Y P R U S
===========


SONGA OFFSHORE: S&P Affirms 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Cyprus-based offshore oil and gas drilling
company Songa Offshore SE. The outlook is stable.

"The affirmation reflects our view of Songa's high rig
utilization rate and improved contract portfolio from 2011,
offset by a re-leveraging of the balance sheet," S&P said.

"Songa improved and lengthened its contract terms in 2011. The
contract backlog increased to about US$4.5 billion in 2011, a
level we deem satisfactory, from US$1.0 billion in November 2010.
This provides improved revenues and cash flow visibility for the
coming years. Songa also has relatively high rig utilization,
sound operational efficiency, and what we consider to be adequate
profitability and liquidity," S&P said.

However, Songa also increased its leverage in 2011 following
significant capital spending. Songa expanded into the ultra-
deepwater segment through the acquisition of ultra-deepwater rig
Songa Eclipse, and enlarged its fleet by ordering two new
category D semi-submersible rigs under contracts with Norway-
based oil and gas producer Statoil ASA (AA-/Stable/A-1+).

"In our view, Songa will be able to maintain satisfactory
operating performance, adequate liquidity, and financial metrics
that we consider commensurate with the rating in 2011-2012. We
also think that Songa will be able to fund its capex program and
will most likely refrain from making additional sizable
investments in the near term. We forecast that adjusted debt to
EBITDA will be about 3.5x and funds from operations to debt more
than 20% at year-end 2012," S&P said.

"We could lower the rating if liquidity were to weaken
considerably, leading to declining operational performance, with
debt to EBITDA of more than 5x for an extended period. This could
occur if debt were to increase significantly following the
investments in rigs, or if one or more rigs were un-contracted
for a protracted period. Rating pressure could also arise if day
rates deteriorate persistently," S&P said.

"We could consider raising the rating if Songa's operational
performance improves consistently, if the Songa Eclipse rig
starts operating successfully and is re-contracted, if the
company maintains adequate prospective liquidity, and if leverage
remains less than 4x. This could support a future upgrade to 'BB-
', particularly if the company's margins were to return to lead
those of its peers," S&P said.


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


MARE BALTIC: Moody's Lowers Rating on EUR170-Mil. Notes to 'B3'
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating of these
notes issued by Mare Baltic 2006-1:

   -- EUR170,011,000 Class A Floating Rate Limited Recourse
      Secured Asset Backed Notes due 2014 (currently EUR
      24,668,869.38 outstanding), Downgraded to B3 (sf);
      previously on Mar 16, 2011 Downgraded to B1 (sf)

Mare Baltic 2006-1, issued in November 2006, is a static cash CDO
backed by a highly non-granular portfolio of subordinated loans
made to Danish commercial and savings banks. Six loans totaling
DKK975 million have been repaid upon the arrival of the five-year
call option in November 2011, leaving eight loans with DKK550
million exposure still outstanding. Class A has been redeemed by
EUR145 million or about 85% of the initial notional as a result
of the repayment of the loans and the final payments from the
swaps which matured in November 2011.

Ratings Rationale

The rating downgrade reflects the credit deterioration in the
underlying portfolio as well as the increased event risk
associated with the very high concentration in the pool following
amortization.

The deterioration is reflected in the change in the weighted
average credit quality of the pool from Ba3 to Caa1. The negative
credit migration is due to widespread deterioration in the Danish
banking sector and to the repayment of the better credit quality
loans at the five-year call option date in November 2011. The six
repaid loans had a weighted average credit quality of Ba3.

As a result of these repayments, the overcollateralization of
Class A has increased substantially (from 132% at the last action
to approximately 300%). However, the underlying portfolio has
become highly concentrated and there are only 8 loans remaining
outstanding. In particular one loan represents nearly 40% of the
total exposure, which makes the transaction extremely vulnerable
to the performance of this particular loan.

This significant credit deterioration as well as the concentrated
nature of the reduced portfolio has heightened the risk of Class
A incurring a loss at the final maturity in November 2014.

The action also reflects the occurrence of two additional
defaults in the portfolio since the last rating action in March
2011. Following the default of Fjordbank Mors in June 2011 and
Max Bank in October 2011, the notional amount of Class B has been
written down to DKK 376,106,930 from DKK 528,166,376 as reported
in the last rating action in March 2011 (initial notional amount
was DKK 879 million). Moody's is retaining the rating on Class B
at Ca which is consistent with the Moody's expected recoveries
for the notes, as outlined in the paper titled "Moody's Approach
to Rating Structured Finance Securities in Default" (November
2009).

All the loans in the portfolio are assessed by credit estimates.
In the base case scenario Moody's stressed the default
probability of the pool by a factor of 30% in order to capture
the increased rate of default. The stressed weighted average
default probability of the pool was equivalent to a Caa3 rating
in its base case.

Moody's also considered various additional scenarios, which
include defaulting the largest exposure that had a two notch
impact compared to the base case model output. Moody's also ran a
positive sensitivity scenario, whereby it removed the default
probability stress, which had a one notch positive impact on the
base case model output.

The credit assessment of the portfolio reflects the difference in
performance between senior and more junior debt since the
beginning of the crisis, incorporating Moody's analytical
framework on subordinated debts (see press release titled
"Moody's Reviews Bank Hybrids, Subordinated Debt for Downgrade",
18 November 2009), whereby the Baseline Credit Assessments of the
issuing banks have been notched down by two notches to account
for the subordinated nature of the loans in the pool.

Because the portfolio references a low number of generally small
Danish banks and concerns surrounding the Danish banking
industry, Moody's believes the likely correlation in defaults
between issuers in the pool is likely to be high. Correlation was
assumed to be 50% for the base case, though a stress case of 75%
was also looked at which had one notch negative impact compared
to the base case output.

Recoveries on the subordinated loans in the event of default were
assumed to be zero.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by uncertainties of credit
conditions in the general economy.

As noted in Moody's comment 'Rising Severity of Euro Area
Sovereign Crisis Threatens Credit Standing of All EU Sovereigns'
(28 November 2011), the risk of sovereign defaults or the exit of
countries from the Euro area is rising. As a result, Moody's
could lower the maximum achievable rating for structured finance
transactions with meaningful exposure to some of these countries.

Sources of additional performance uncertainties include:

1) Low portfolio granularity: the performance of the portfolio
depends to a large extent on the credit conditions of a few large
obligors that are rated low non investment grade.

2) Moody's believes the correlation in defaults between issuers
in the pool will probably be high, with the consequence that
remaining performance outcomes of the notes are likely to be
binary in nature.

3) The entire portfolio consists of loans whose credit quality
has been assessed through Moody's credit estimates. Further
information regarding specific risks and stresses associated with
credit estimates are available in the report titled "Updated
Approach to the Usage of Credit Estimates in Rated Transactions"
published in October 2009.

The methodologies used in this rating were "Moody's Approach to
Rating Corporate Collateralized Synthetic Obligations" published
in September 2009, and "Moody's Approach to Rating Collateralized
Loan Obligations" published in June 2011.

In rating this transaction, Moody's used CDOROM to simulate the
default for each assets in the portfolio. Losses on the portfolio
derived from those scenarios have then been applied as an input
in the cash flow model to determine the loss for each tranche. In
each 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. By repeating
this process and averaging over the number of simulations, an
estimate of the expected loss borne by the notes is derived. The
Moody's CDOROM(TM) relies on a Monte Carlo simulation which takes
the Moody's default probabilities as an input. Each portfolio is
modelled individually with a standard multi-factor model
reflecting Moody's asset correlation assumptions. The correlation
structure implemented in CDOROM is based on a Gaussian copula.

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

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, 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.


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


TUI AG: Moody's Maintains 'B3' Corporate Family Rating
------------------------------------------------------
Moody's maintains these ratings on TUI AG:

Long Term Corporate Family (foreign currency) ratings of B3

Probability of Default rating of B3

Senior Unsecured (domestic currency) ratings of Caa1

Junior Subordinate (domestic currency) ratings of Caa2

Ratings Rationale

The B3 Corporate Family Rating (CFR) with a stable outlook
reflects TUI's leading market positions in its core tourism
segment, but the ratings are constrained by the group's still
high leverage and the relative complexity of the group structure.
While improving, credit metrics had been impacted by the slow
realization of proceeds from the earlier divestment of its
container shipping segment, Hapag-Lloyd, in 2009. Nevertheless,
these have gradually been received, and TUI AG has exercised its
right to tender 33.3% of its 38.4% stake in Hapag-Lloyd to the
Albert Ballin Consortium. The valuation of the tendered shares is
to be determined in the first quarter of 2012. TUI AG would
receive the proceeds later in 2012 subject to the Albert Ballin
Consortium agreeing to purchase the shares being tendered.

The stable outlook reflects Moody's view that the solid
performance at TUI Travel, the current B1 CFR of Hapag-Lloyd
Holding AG, the holding company for Hapag-Lloyd, and the
satisfactory liquidity and metrics, position the CFR adequately
at B3. While further deleveraging and prospective repayments from
Hapag-Lloyd, as well as its potential IPO, could result in
further upward pressure on TUI AG's CFR depending on the use of
proceeds, the company's high leverage and complex structure
remain a constraint to the ratings at this time.

Upward pressure on the rating could result from the further
monetization of TUI's assets in Hapag-Lloyd if the proceeds were
used for deleveraging of alternatively if gross leverage at the
group as adjusted by Moody's were to fall towards 6 times.

The rating could be negatively impacted if there were a
significant deterioration either in the performance of TUI Travel
PLC, or at Hapag-Lloyd, which would impede its ability to repay
its obligations to TUI AG.

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

TUI, based in Hanover, Germany, is the largest integrated tourism
company in Europe through its c.56% economic ownership of TUI
Travel PLC (and a c.35% legal ownership) with leading positions
in Germany, the UK and France and several other European
countries. In FY2011 (12 months to September), the group
generated revenues of EUR17.5 billion and underlying EBITA
(before exceptionals) of EUR 600 million.


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


OMEGA NAVIGATION: Bracewell Led Case to "Landmark Victory"
----------------------------------------------------------
Bracewell & Giuliani LLP is currently serving as Chapter 11
counsel to Athens-based Omega Navigation Enterprises, Inc.  In
what industry observers are calling a "landmark victory" after
more than 5 months of "bet the company" litigation, the United
States Bankruptcy Court for the Southern District of Texas has
rejected motions to dismiss or convert Omega's chapter 11 cases
or for relief from stay filed by Omega's Senior Lenders and
supported by Omega's Junior Lenders and Unsecured Creditors'
Committee.

The Court also issued an Order to show cause as to whether the
Senior Lenders and their counsel, the Junior Lenders and the
Creditors' Committee should be sanctioned for certain conduct in
connection with the litigation that the Court characterized as,
among other things, "a reckless disregard for truth and an
intentional strategy to delay and impede the bankruptcy
proceedings."

According to Lloyd's List -  a leading publication in the
maritime industry - Omega "scored a landmark victory in its
Chapter 11 battle against senior lender HSH Nordbank in Houston,
setting an extraordinary precedent for other foreign shipping
companies seeking refuge from unpaid banks through the U.S.
bankruptcy courts."

Bracewell attorneys who worked on the matter include:

Partners: Evan D. Flaschen, William A. (Trey) Wood and Gregory W.
Nye

Associates: Jason G. Cohen and Ilia M. O'Hearn

                 About Bracewell & Giuliani LLP

Bracewell & Giuliani LLP -- http://www.bgllp.com/-- is an
international law firm with 450 lawyers in Texas, New York,
Washington, D.C., Connecticut, Seattle, Dubai, and London.

                   About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for U.S. Chapter 11 protection (Bankr.
S.D. Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


=============
H U N G A R Y
=============


* HUNGARY: S&P Downgrades Sovereign Credit Ratings to 'BB+/B'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long- and short-
term foreign- and local-currency sovereign credit ratings on the
Republic of Hungary to 'BB+/B' from 'BBB-/A-3'. The outlook is
negative. "We also removed the ratings from CreditWatch negative,
where they were placed on Nov. 11, 2011. We have assigned a
recovery rating of '3'. At the same time, we have revised the
transfer and convertibility assessment to 'BBB' from 'A-'," S&P
said.

"We have also lowered the long-term counterparty credit rating on
the National Bank of Hungary (the central bank) to 'BB+' from
'BBB-' and removed the ratings from CreditWatch negative," S&P
said.

"The downgrade reflects our opinion that the predictability and
credibility of Hungary's policy framework continues to weaken. We
believe this weakening is due, in part, to official actions that,
in our opinion, raise questions about the independence of
oversight institutions and complicate the operating environment
for investors. In our view, this is likely to have a negative
impact on investment and fiscal planning, which we believe will
continue to weigh on Hungary's medium-term growth prospects.
Moreover, in our opinion, the downside risks to Hungary's
creditworthiness have also increased as the global and domestic
economic environments have weakened," S&P said.

"In our opinion, changes to the constitution and the functioning
of some independent institutions, including the central bank and
the constitutional court, have undermined Hungary's institutional
effectiveness. Following changes to the process of appointing
members of the central bank's monetary policy committee in 2010,
the authorities most recently have proposed legislation that we
believe could further compromise the central bank's independence.
If enacted, such legislation would transfer to the government
the power of the bank's governor to appoint the bank's deputy
governors. The proposed legislation would also require the bank's
board to notify the government, in advance, of its agendas for
meetings, as well as raise the number of members of the rate-
setting Monetary Policy Council to nine from seven," S&P said.

"Moreover, we believe that measures taken over the past year,
which affect several services sectors, could hinder economic
growth by reducing banks' willingness to lend and companies'
appetite to invest. In particular, the imposition of temporary
tax hikes on various services -- including telecoms, energy, and
the financial and retail sectors -- is likely to depress
investment and job creation in the short term, in our view. This
could constrain growth prospects at a time when we see risks to
the open Hungarian economy are rising due to the uncertain
outlook for the global economy. However, we note that following
the unilateral move to facilitate households' prepayments of
foreign-currency-denominated mortgages at concessional rates, the
authorities have subsequently collaborated with the banking
sector to share the burden of a redesigned policy aimed at easing
the debt-servicing burden on mortgage holders," S&P said.

"In our view, both policymaking and creditworthiness could be
bolstered from participation in a multilateral program. In
November 2011, the Hungarian government formally approached the
IMF and the EU regarding a new financing arrangement; the
previous joint program had expired in October 2010 without
another program being agreed. Preliminary discussions on a new
program were cut short in December 2011, but the authorities have
indicated that negotiations are likely to resume in January
2012," S&P said.

"Hungary's current account has shifted into surplus, but we see
that external debt net of liquid assets -- at an estimated 65% of
current account receipts in 2011 -- remains high. Although we
view the stronger external performance positively, we see that
Hungary still faces substantial refinancing needs, particularly
in the short term as the government begins to amortize its debt
to the IMF and EU," S&P said.

"At an anticipated 70% of GDP at end-2011, we consider net
general government debt to be high compared with peers, despite
the relief, on an accounting basis, provided by the government's
decision in late 2010 to direct private pension assets
(equivalent to 9.8% of 2010 GDP) into the budget, effectively
reversing the pension reform introduced in 1997. The pension
transfer, in our opinion, has not improved the overall state of
Hungary's public finances, as it has exchanged an explicit
liability for an implicit one. Roughly 40% of commercial general
government local-currency debt is held by nonresidents. The
financial crisis in late 2008 revealed the rapidity with which
local currency bonds held by nonresidents can be sold if investor
confidence falters, resulting in increased pressure on the
balance of payments. In our view, this makes Hungary unusually
vulnerable to sudden shifts of capital flows," S&P said.

"Furthermore, an estimated 50% of total general government debt
is denominated in foreign currency, which we think makes the debt
burden highly sensitive to exchange rate fluctuations. Another
potential area of risk is the large share of foreign-currency-
denominated loans to the resident private sector, largely
to unhedged Hungarian households. The high level of foreign-
currency-linked liabilities constrains Hungary's monetary
flexibility, in our view," S&P said.

"The ratings are supported by what we view as Hungary's
comparatively advanced economy, highly skilled labor force, and
relatively well-diversified economic and export structures," S&P
said.

"The recovery rating on Hungary's foreign currency debt is '3',
indicating our view that post-default recovery would likely be
approx. 50%-70%. The recovery analysis assumes a default stemming
from a sharp adjustment in the country's exchange rate. Under
this hypothetical scenario, the recovery rating is supported by
the country's flexible and open economy," S&P said.

"The negative outlook reflects our view that there is at least a
one-in-three possibility of a further downgrade over the next
year if we see that Hungary's fiscal or external performance
falters, resulting in increased debt burdens. We believe the
Hungarian economy remains vulnerable to external shocks that
could, for example, trigger a substantial decline in non-resident
holdings of government securities, leading to negative balance
sheet effects that would weigh on economic performance -- with
negative implications for public debt dynamics," S&P said.

Conversely, if the government were to use its strong majority in
parliament to establish policies that encourage investment, while
implementing its structural reform program, the Szell Kalman
plan, we expect that the downward pressure on the ratings could
dissipate or even reverse.


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


AVONDALE SECURITIES: S&P Puts 'BB+' Note Rating on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
its credit ratings on Avondale Securities S.A.'s class A-1 and
A-2 notes. "This follows our Dec. 8, 2011 CreditWatch negative
placement of the rating on the support sponsor, Bank of Ireland
(BoI)," S&P said.

"On Dec. 8, we placed on CreditWatch negative our 'BB+' long-term
counterparty credit rating on BoI. That CreditWatch placement
followed the same action on the Republic of Ireland on Dec. 5,
2011. The Dec. 8 action reflects the risk of a one-notch
reduction in the level of sovereign support that we factor into
the long-term ratings on BoI, in accordance with our criteria
(see 'Bank of Ireland 'BB+' Long-Term Ratings Placed On Watch
Negative Following Sovereign Action')," S&P said.

The ratings on the class A-1 and A-2 notes in Avondale Securities
are weak-linked to the rating on BoI due to the support agreement
obligating BoI to meet, under certain conditions, payments due on
the notes, and potential tax liabilities. As such, the rating
actions follow the earlier action on BoI.

With the Avondale transaction, BoI undertook a synthetic
monetization of the value in force (VIF) expected to emerge from
its subsidiary, Bank of Ireland Life. The primary objective of
the transaction is to increase BoI's Core Tier 1 capital. The
structure involves reference to surpluses (VIF) expected to
emerge over a given number of years from a specified block of
policies on the insurance company's books.

               Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

           http://standardandpoorsdisclosure-17g7.com

Ratings List

Avondale Securities S.A.
EUR400 Million Floating-Rate Emergence Offset Notes

Class                Rating
         To                           From

Ratings Placed on CreditWatch Negative

A-1
Local long-term:
         BB+ (sf)/Watch Neg           BB+ (sf)
Unenhanced:
         BB+ (sf)/Watch Neg (SPUR)    BB+ (sf) (SPUR)

A-2      BB+ (sf)/Watch Neg           BB+ (sf)

SPUR--Standard & Poor's Underlying Rating.


FRANS 2003: Fitch Cuts Rating on Class B Notes to 'BB+'
-------------------------------------------------------
Fitch Ratings has downgraded FRANs 2003 Plc's Class A1 and Class
A2 notes to 'BBB-' from 'BBB' with a Stable Outlook.  The Class B
notes have been downgraded to 'BB+' from 'BBB-', with a Stable
Outlook.

The downgrades follow a revision of Fitch's 'Aircraft Enhanced
Equipment Trust Certificates' criteria.  This criteria guided
Fitch's analysis of the FRANs 2003 securities, but the
application has limitations relating to the criteria's assumed
legal framework, which reflects the US bankruptcy code and other
frameworks, such as the Cape Town Treaty.

The ratings incorporate features specific to the FRANs 2003
securities including the timing and process for the repossession
of aircraft, and therefore conclusions reached in Fitch's
analysis of the FRANs 2003 securities may not be applicable to
other Enhanced Equipment Trust Certificates (EETCs).

The methodology uses a blended ratings approach incorporating
elements of structured finance and corporate rating
methodologies. There is also a distinction in the rating of
senior tranches, which follow a "top-down" approach, and
subordinated tranches, which follow a more "bottom-up" approach.

Class A-1 and Class A-2 are senior tranches, ranking pari passu
with each other and benefiting from a moderate level of over-
collateralization, due to a relatively liquid collateral pool.
As at end-FY11, Fitch forecasts the LTV for both tranches will be
around 68%.  Sensitivities suggest collateral will remain
sufficient to cover outstanding interest and principal payments,
even after a 15% fall in aircraft values and remarketing costs
(assumed by Fitch to be 5% of asset values).  This level of
sustainable stress is considered commensurate with a 'BBB-'
rating.

Repayments to the noteholders by the airline are a secondary
consideration for senior tranches.  However, the creditworthiness
of the airline indicates the airline's financial ability to repay
noteholders in the first instance.  Where Air France is not in a
position to repay noteholders, the facility is exposed to the
unpredictability of the repossession and remarketing process.

Class B is a subordinated tranche, which benefits from the
probability that Air France will repay noteholders in an event of
default.  However, the rating of the Class B notes is constrained
by the creditworthiness of the airline.

The ratings for both tranches are supported by the structure's
liquidity facilities.  These enable interest payments to be made
in the event Air France can no longer do so, even if Air France
becomes insolvent.  Essentially these act to defer an event of
default on the notes and provide the issuer, FRANs 2003, with
additional time to repossess and liquidate the asset.  These
liquidity facilities, which are sufficient to cover remaining
interest payments on the notes, mitigate to some extent the more
onerous French insolvency regime compared with that of the US.
Repayment of these facilities occurs prior to repayment on the
notes for both Class A and Class B.  Consequently, interest
remaining on the notes has been added to the loan outstanding for
the purpose of calculating LTVs.

LTVs consider currency risk, which arises as the notes are euro-
denominated and aircraft values are traditionally quoted in USD.
A weakening of the USD could place pressure on LTVs, and
consequently the ratings of both tranches.  This risk is
mitigated by the increasingly international aircraft market.
Interest rates are fixed for Class A2, but are floating for Class
A1 and Class B.  However, as these are both amortizing tranches,
the risk of an increase in interest rates and consequently a
deterioration in LTVs is reduced.

The class A-1 and A-2 notes benefit from an unconditional and
irrevocable guarantee from MBIA Assurance S.A. (MBIA) in respect
of timely payments of interest and timely repayment of principal
according to the schedule.  However, the ratings reflect the
transaction's underlying ratings and not the financial guarantee
from MBIA (the ratings on MBIA were withdrawn by Fitch in June
2008).


TBS INTERNATIONAL: Lenders Extend Forbearance Pacts to Feb. 15
--------------------------------------------------------------
TBS International plc announced that, on Dec. 14, 2011, it and
the requisite lenders under its various financing facilities
entered into amendments to the previously announced forbearance
agreements.  The Forbearance Extensions provide that the lenders
will forbear during the period ending Feb. 15, 2012, from
exercising any of their rights and remedies which may arise as a
result of the Company's nonpayment of principal, interest, fees
and expenses when due or noncompliance with its minimum cash
covenants, minimum interest coverage ratio covenants, leverage
ratio covenants and loan-to-value covenants under its financing
facilities.  In addition, the Forbearance Extension with respect
to the RBS Credit Facility contemplates the transfer of all ships
that are collateral under the RBS Credit Facility to the lenders
thereunder in exchange for a full release of the Company's
obligations under the RBS Credit Facility.

The Forbearance Agreements are:

   -- Amendment No. 2 to Forbearance Agreement and Waiver, dated
      as of Dec. 14, 2011, by and among Albemarle Maritime Corp.,
      Arden Maritime Corp., Avon Maritime Corp., Birnam Maritime
      Corp., Bristol Maritime Corp., et al.

   -- Amended and Restated Forbearance Agreement and Waiver,
      dated as of Dec. 14, 2011, by and among Argyle Maritime
      Corp., Caton Maritime Corp., Dorchester Maritime Corp.,
      Longwoods Maritime Corp., et al.

   -- Amendment No. 1 to Forbearance Agreement and Waiver, dated
      as of Dec. 14, 2011, among Bedford Maritime Corp., Brighton
      Maritime Corp., Hari Maritime Corp., Prospect Navigation
      Corp., et al.

   -- First Amendment to Forbearance Agreement and Waiver, dated
      as of Dec. 14, 2011, by and among Amoros Maritime Corp.,
      Lancaster Maritime Corp., Chatham Maritime Corp., Sherwood
      Shipping Corp., TBS International Limited, TBS Holdings
      Limited, TBS International Public Limited Company and AIG
      Commercial Equipment Finance, Inc.

   -- Letter Agreement, dated Dec. 14, 2011, with respect to that
      certain Loan Agreement between Grainger Maritime Corp. and
      Joh. Berenberg, Gossler & Co. KG dated as of June 19, 2008.

   -- Extension of Forbearance Letter, dated Dec. 14, 2011, among
      Claremont Shipping Corp., Yorkshire Shipping Corp., TBS
      International Limited, TBS International Public Limited
      Company and Credit Suisse AG.

   -- First Amendment to Forbearance Agreement with respect to
      certain interest rate swap transactions entered into in
      connection with and pursuant to that certain Master
      Agreement (on the 2002 ISDA form as amended) dated as of
      June 30, 2005, among the Borrowers under the Bank of
      America Credit Agreement, TBS International Limited and
      Bank of America, N.A.

   -- Letter Agreement, dated Dec. 14, 2011, with respect to
      Bareboat Charter dated as of Jan. 24, 2007 from TBS
      International plc and Adirondack Shipping LLC.

   -- Letter Agreement, dated Dec. 14, 2011, with respect to
      Bareboat Charter dated as of Jan. 24, 2007, from TBS
      International plc and Rushmore Shipping LLC.

                    About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- 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
ago.

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.


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


COLOMBO CASH: S&P Puts 'BB' Rating on Class C Notes on Watch Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
its credit ratings on Colombo S.r.l.'s class A2, B, and C notes.

"The rating actions follow the CreditWatch negative placements of
our ratings on four Italian local and regional government
entities (see 'Ratings On 35 Eurozone Public Finance Entities On
CreditWatch With Negative Implications Following Sovereign
Actions,' published on Dec. 7, 2011)," S&P said.

"None of the loans in the underlying portfolio is currently
delinquent or defaulted. However, our analysis indicates that
more than 79% of the loans in the portfolio are currently exposed
to one or more of the four affected regions, including Emilia
Romagna (A/Watch Neg/--), which accounts for approximately 63% of
the portfolio," S&P said.

"Given this exposure, our analysis indicates that it is
appropriate to place on CreditWatch negative our ratings on the
class A2, B, and C notes. We expect to resolve these CreditWatch
placements after we have resolved the CreditWatch placement of
our rating on Emilia Romagna," S&P said.

"Colombo, which closed in August 2001, is a cash flow
collateralized debt obligation (CDO) transaction backed by
Italian public works loans. In addition to the class A2 to C
notes, at closing we also rated the transaction's class A1 notes,
but in November 2010 we withdrew this rating after these notes
fully repaid," S&P said.

            Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

           http://standardandpoorsdisclosure-17g7.com

Ratings List

Class                     Rating
                To                      From

Colombo S.r.l.
EUR94.449 Million Asset-Backed Floating-Rate Notes

Ratings Placed on CreditWatch Negative

A2              A (sf)/Watch Neg        A (sf)
B               A- (sf)/Watch Neg       A- (sf)
C               BB (sf)/Watch Neg       BB (sf)


CREDICO FUNDING: S&P Puts CCC Rating on Class Notes on Watch Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
its credit ratings on the class A1, A2, B, C, D, and E notes in
Credico Funding 3 S.r.l.

"The rating actions follow our rating action on the Iccrea
banking group in October 2011, when we lowered our ratings on the
group, and in December 2011, when we placed their ratings on
CreditWatch negative (see 'Iccrea Holding, Iccrea Banca, Iccrea
Bancalmpresa Downgraded To 'BBB+' On Weaker Italian Banking
Sector; Outlook Stable,' and 'Ratings On Italy-Based Iccrea
Holding, Iccrea Banca, And Iccrea BancaImpresa On Watch Neg
Following Sovereign Action,' in 'Related Criteria and
Research')," S&P said.

"We have also taken into account our rating action on the
Republic of Italy, which we placed on CreditWatch negative on
Dec. 5, 2011 (see 'Standard & Poor's Puts Ratings On Eurozone
Sovereigns On CreditWatch With Negative Implications')," S&P
related.

Credico Funding 3 closed in June 2007 and is collateralized by a
portfolio of bonds issued by banks belonging to the Banche
Cooperativo di Credico (BCC) network. The Iccrea banking group
provides key financial and credit services to the BCC network.

Our media release accompanying our October 2011 rating action on
Iccrea noted that "In our view, the financial profile of the
Italian banking network Banche di Credito Cooperativo (BCC) is
negatively affected by the structural worsening and increased
economic risk in the domestic environment. In our opinion, the
economic risks were brought into sharper focus by the sovereign
downgrade in December 2011."

"Given what we consider to be the potential risks to the Credico
Funding 3 transaction, we have placed on CreditWatch negative our
ratings on all classes of notes. We expect to resolve the
CreditWatch placements in Credico Funding 3 once we have resolved
our CreditWatch placements on the Iccrea banking group," S&P
said.

              Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

         http://standardandpoorsdisclosure-17g7.com

Ratings List

Class                  Rating
             To                      From

Credico Funding 3 S.r.l.
EUR1.223 Billion Asset-Backed Floating-Rate Notes

Ratings Placed on CreditWatch Negative

A1           A (sf)/Watch Neg        A (sf)
A2           BBB+ (sf)/Watch Neg     BBB+ (sf)
B            BBB-(sf)/Watch Neg      BBB-(sf)
C            BB-(sf)/Watch Neg       BB-(sf)
D            B- (sf)/Watch Neg       B- (sf)
E            CCC (sf)/Watch Neg      CCC (sf)


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


TMD FRICTION: Moody's Confirms 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has confirmed the B2 corporate family
rating (CFR) of TMD Friction Group S.A. The outlook on the CFR is
stable. The rating review for the B2 rating of the EUR160 million
worth of senior secured notes issued by TMD Friction Finance S.A.
continues. However, the direction of the review has been changed
from 'uncertain' to 'possible upgrade'.

Ratings Rationale

The rating action concludes in part the review initiated on
September 27, 2011 following the announcement that Nisshinbo
Holdings Inc. ("NISH") was to acquire TMD Friction Group S.A. and
its subsidiaries ("TMD Friction") from private equity firm
Pamplona. The acquisition closed on November 29, 2011.

The CFR confirmation primarily reflects Moody's view that it is
beneficial for TMD Friction to be part of a larger, more
diversified, publicly listed industrial group. Furthermore,
Moody's believes that the opportunities associated with the new
shareholder, such as joint purchasing or marketing activities,
outweigh potential risks, such as integration risks or challenges
associated with different corporate cultures. However, the CFR
remains constrained at B2 because of weaker-than-expected
earnings for the first nine months of 2011, particularly in the
third quarter, and increasing macroeconomic risks. Only
substantial adjustments to TMD Friction's capital structure as
result of the required change of control offer (see below) could
have an impact on the CFR.

TMD Friction is required by the indenture of the senior secured
notes to offer noteholders to repurchase the notes at a purchase
price equal to 101% of the aggregate principal amount thereof,
plus accrued and unpaid interest. The respective tender offer was
initiated on 16 December 2011. According to TMD Friction's
management, the necessary funds will be provided by NISH through
subordinated intercompany loans. As the amount of notes tendered
cannot be predicted and because Moody's has not yet been provided
with details of the documentation of the respective intercompany
loans, the rating review for the senior secured notes continues.
The review will focus on the amount of notes tendered and the
terms and conditions of the funds provided by NISH.

The direction of the rating review for the senior secured notes
has changed to 'possible upgrade' reflecting the confirmation of
the CFR at B2 and the possibility that the notes could be notched
up because of a higher recovery expectation indicated by Moody's
loss-given-default methodology (LGD), if (i) a material enough
amount of notes is tendered and (ii) the funds provided by NISH
are in form of subordinated debt.

However, in the event that the funds provided by NISH are
structured to the extent that Moody's would consider them at
least in part as equity, any upward notching for the senior
secured notes appears unlikely because funds which are partly
considered to be equity are usually excluded from the LGD
analysis. However, such scenario may potentially have positive
implications on the CFR depending on the financial ratios after
the notes repurchase.

NISH is a publicly listed holding company with subsidiaries that
are active in textiles, automobile brakes, papers, mechatronics,
chemicals and electronics. Specifically, the rating confirmation
is based on Moody's understanding that NISH intends to operate
TMD Friction as an independent, wholly owned subsidiary that will
gradually be integrated into the Nisshinbo group. It also
reflects the rating agency's expectation that neither TMD
Friction's business strategy nor financial policy will change
materially as a result of the change in ownership. According to
TMD Friction, the combination with NISH's automobile brake
business creates the world's largest automotive brake friction
manufacturers. The combined companies have revenues of over EUR1
billion and more than 6,000 employees.

Operating Profit for the first nine months of 2011 as reported by
TMD Friction, i.e., before Moody's standard adjustments, amounted
to EUR16.0 million, which compares with EUR24.6 million for the
same period the previous year. According to management this
decline owed primarily to a significant increase in raw material
costs in 2011 (e.g. copper or steel), but also to advisory fees
in connection with the sale to Nisshinbo and a previously pursued
initial public offering (IPO), which ultimately did not
materialize. In addition, TMD Friction was facing higher
depreciation and amortization charges (EUR2.2 million) and less
favorable foreign exchange effects (EUR2.3 million). Moody's does
not expect advisory costs to recur at similar levels and
additionally notes management's efforts to improve the pass-
through of increasing input costs to customers. Because of these
factors, Moody's would expect TMD Friction's 2012 earnings to be
at least in line with current year's level, unless the
macroeconomic environment worsened significantly.

TMD Friction's leverage on a Moody's-adjusted basis stood at 4.0x
debt/EBITDA as of September 2011 (3.4x as of December 2010). In
order to remain adequately positioned at B2, TMD Friction would
need to maintain debt/EBITDA at 4.0x or lower. Potentially higher
leverage could be tolerated only for a limited period of time.
More positively, Moody's notes that TMD Friction has signed two
revolving credit facilities of EUR44 million, although the rating
agency acknowledges that these contain conditionality language in
the form of financial covenants. However, in Moody's view, the
facilities provide TMD Friction with an additional cash source to
cover its short-term funding needs and improve its overall
liquidity profile.

TMD Friction's B2 CFR is based on the following: (i) the
company's strong position in the original equipment market and
the aftermarket for automotive brake pads and linings; (ii) the
fact that a large proportion of its revenues are generated in the
usually more resilient aftermarket; (iii) the company's advanced
technologies, which allow it to supply original equipment
manufacturing (OEM) customers worldwide despite region-specific
product requirements; (iv) its established and solid
relationships with automobile manufacturers and auto equipment
suppliers; and (v) its operating footprint, which benefits from a
reduced cost base on the back of successful rationalization and
cost-cutting initiatives in recent years.

The current B2 ratings remain constrained by TMD Friction's
limited diversification in terms of geography and product scope.
In addition, there is strong competition among suppliers in the
automotive OEM market, which in turn is highly exposed to
fluctuations in the overall economic environment. Moreover,
Moody's expects that TMD Friction's high interest costs and
further investments in growth opportunities could significantly
constrain the company's ability to generate positive free cash
flow. Lastly, the company is exposed to raw material price
fluctuations (e.g., steel, copper and chemicals), which present a
challenge in terms of recovering increasing input costs from
customers in a timely fashion.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's would consider upgrading TMD Friction's ratings if the
company were able to (i) persistently generate EBIT margins above
6%; (ii) reduce leverage to close to 3.0x debt/EBITDA; and (iii)
return to positive free cash flow on a sustainable basis.

Conversely, downward pressure on TMD Friction's ratings could
arise if the company were to fail to (i) maintain EBIT margins of
at least 4%; (ii) return to free cash flow above breakeven level;
and (iii) maintain leverage levels at 4.0x debt/EBITDA or lower.
Potentially higher leverage or weaker profitability could be
tolerated only for a limited period of time.

On Review for Possible Upgrade:

   Issuer: TMD Friction Finance S.A.

   -- Senior Secured Regular Bond/Debenture, Placed on Review for
      Possible Upgrade, currently B2, LGD3 - 48%

Confirmations:

   Issuer: TMD Friction Group S.A.

   --  Probability of Default Rating, Confirmed at B2

   --  Corporate Family Rating, Confirmed at B2

Outlook Actions:

   Issuer: TMD Friction Group S.A.

   -- Outlook, Changed To Stable From Rating Under Review

PRINCIPAL METHODOLOGY

The principal methodology used in rating TMD Friction was the
Global Automotive Supplier Industry Methodology published in
January 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.

COMPANY PROFILE

TMD Friction is a manufacturer of brake pads and linings, based
in Luxembourg and with manufacturing operations in Europe, USA,
China, Mexico, Brazil and South Africa. The company generated
EUR637 million in revenues in 2010. Thereof, 41% were generated
by the Independent Aftermarket Segment ("IAM") which manufactures
branded (approximately 90%) and private-label (around 10%)
replacement brake pads and linings for sale to end customers
through independent dealers and repair shops. In addition, 28% of
TMD Friction's 2010 revenues were generated by the OES segment,
which produces original brake pads and linings for replacement
that are sold through the dealership network of car
manufacturers. Furthermore, some 31% of TMD Friction's 2010
revenues were generated by the OEM segment, which supplies brake
pads and linings for initial car or truck production. In the OEM
segment, TMD Friction actually delivers to Tier-1 suppliers that
manufacture the brake systems. However, the car manufacturer
specifies the brake pad/lining supplier in most cases. In total,
TMD Friction operates 16 manufacturing sites with more than 4,500
employees.

Nisshinbo Holdings Inc. is a Japanese holding company listed on
the Tokyo Stock Exchange. In the fiscal year ended March 2011,
NISH's consolidated sales amounted to JPY325,555 million
(approximately EUR3 billion).


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


CADOGAN SQUARE: S&P Raises Rating on Class E Notes to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Cadogan Square CLO B.V.'s class A-1, A-2, B, C, D, and E notes.

"The rating actions follow our performance review of the
transaction and the application of our 2010 counterparty criteria
(see 'Counterparty And Supporting Obligations Methodology And
Assumptions,' published on Dec. 6, 2010)," S&P said.

"Since our last review in February 2010, we have observed a
relatively positive rating migration of the underlying portfolio.
Defaulted assets and 'CCC' rated assets have decreased to 2.5%
from 3.4%, and to 4.0% from 9.7%," S&P related.

"At the same time, the credit enhancement available to each class
of notes has remained approximately the same, because none of the
notes have paid down, the transaction has not yet entered its
amortization period (scheduled to begin in February 2012), and
the aggregate collateral balance has only slightly decreased.
Positive factors in our analysis include the reduction of the
weighted-average life and the significant increase of the
weighted-average spread to 3.63% from 2.88%, following the
continuous reinvestment of redemption proceeds into assets that
pay greater margins," S&P said.

"Therefore, and in accordance with our analysis, we have raised
our ratings to levels which appropriately reflect the current
levels of credit enhancement, the portfolio credit quality, and
the transaction's performance," S&P said.

Cadogan Square CLO is a cash flow collateralized loan obligation
(CLO) transaction backed primarily by leveraged loans to
speculative-grade corporate firms. Geographically, the portfolio
is concentrated in Germany, France, Spain, the Netherlands, and
the U.K., which together account for nearly 70% of the portfolio.
Cadogan Square CLO closed in December 2005 and is managed by
Credit Suisse Asset Management Ltd.

              Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

       http://standardandpoorsdisclosure-17g7.com

Ratings List

Class                Rating
            To                   From

Cadogan Square CLO B.V.
EUR450 Million Secured Floating-Rate Notes

Ratings Raised

A-1         AA+ (sf)             AA (sf)
A-2         AA+ (sf)             AA (sf)
B           AA- (sf)             A- (sf)
C           A- (sf)              BB+ (sf)
D           BB+ (sf)             BB- (sf)
E           BB- (sf)             B (sf)


CHAPEL 2003-I: S&P Lowers Rating on Class C Notes to 'CCC-'
-----------------------------------------------------------
Standard and Poor's Ratings Services lowered and removed from
CreditWatch negative its credit ratings on all classes of notes
in Chapel 2003-I B.V. "At the same time, we lowered and removed
from CreditWatch negative our ratings on the class A2, B, C, D,
E, and F notes, and affirmed and removed from CreditWatch
negative our rating on the class A1 notes in Chapel 2007 B.V.,"
S&P said.

"The downgrades reflect what we consider to be the transactions'
deteriorating credit performance, and our analysis of set-off
risk as a result of duty of care claims," S&P said.

Chapel 2003-I and 2007 closed in December 2003 and April 2007,
and securitize residential property secured second ranking
mortgage loans and unsecured consumer loans originated by the now
insolvent DSB Bank N.V. in the Netherlands. Both transactions'
asset pools have amortized since closing, resulting in pool
factors of 37.5% and 67.6% for Chapel 2003 and 2007.

                               Credit Risk

"We understand that Chapel 2003-I's reserve fund now stands at
zero, and this has resulted in a cumulative uncleared principal
deficiency ledger of EUR4.5 million. Chapel 2007 continues to
draw on its reserve fund, which currently stands at EUR6,877,650-
-33% of its target level," S&P said.

"Longer term arrears continue to accrue in both transactions,
based on the information received by us. We have taken these
factors into consideration in our downgrade decisions and have
removed the ratings from CreditWatch negative as a result of our
analysis, which includes an expectation of a reduction in the
balance of the asset pool, through set-off risk arising from duty
of care claims relating to over extension of credit and the
misselling of insurance by the insolvent originator," S&P said.

                     Potential Due Care Claims

"On July 15, 2011, we lowered and kept on CreditWatch negative
all classes of notes in both transactions as a result of
deteriorating credit performance and our assessment of potential
set-off risk from duty of care claims, as well as our opinion of
counterparty risk (see 'Ratings Lowered In Dutch ABS Transactions
Chapel 2003 And 2007 As Performance Worsens And Duty Of Care
Risks Continue'). Since then, we have received further
information surrounding the extent of duty of care claims from
the security trustee, ATC. As a result of these factors, we are
taking further rating actions in Chapel 2003-I and Chapel 2007,"
S&P said.

"The asset pools in both transactions contain a significant
proportion of loans whose borrowers are alleging due care
failures with respect to the selling of accompanying insurance
products and over extension of credit. We understand DSB Bank has
about 10,000 duty of care claims filed against it," S&P said.

In September 2011, DSB's insolvency administrator and consumer
organizations entered a framework agreement to clarify the extent
and potential set-off amount of these claims. The agreement is to
allow borrowers to offset compensation amounts against their
outstanding loan balance. Pursuant to the agreement, borrowers
will first set off the compensation amount against any arrears,
and subsequently against the principal amount outstanding of any
loan at their discretion, most likely to be the highest interest
bearing loans.

"Under the agreement, consumer organizations and legal insurers
cannot accept the framework agreement on behalf of borrowers, and
each borrower who has filed a duty of care claim will need to opt
into the framework agreement in writing. We understand that the
consumer organizations have advised borrowers of this obligation.
As we understand the status of the framework agreement, we
expect those consumers who are affected, to exercise the rights
of set-off during 2012," S&P said.

"Based on our understanding of the framework agreement, we assume
set-off risk amounts of 21.2% of the current pool balance in
Chapel 2003-I, and 16.67% of the current pool balance in Chapel
2007, respectively. We have affirmed and removed from CreditWatch
negative our 'A (sf)' rating on the class A1 notes in the 2007
transactions as under our updated set-off risk assumptions, this
tranche maintains its 'A (sf)' rating category. We understand
that the issuer intends to claim against the DSB Bank estate on
the basis of, amongst other factors, a breach of the
representations and warranties provided by DSB Bank at sale to
the issuer. However, given the uncertainty as to the timing of
any recoveries and as the issuer would be one of a number of
unsecured claimants against DSB Bank's insolvency, we have not
considered any potential income into our analysis," S&P said.

                              Servicing

"We understand that the noteholders have voted in favor of Quion
Services B.V. assuming the role of servicer to the transaction.
We understand that May 2012 remains the target date for Quion to
assume servicing responsibilities. Under the sub-delegation
agreement, Quion will service DSB Bank's portfolios for an
initial period of five years," S&P said.

               Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

         http://standardandpoorsdisclosure-17g7.com

Ratings List

Class               Rating
          To                    From

Chapel 2003-I B.V
EUR1 Billion Floating-Rate Asset-Backed Notes

Ratings Lowered and Removed From CreditWatch Negative

A        BB (sf)                BBB+ (sf)/Watch Neg
B        CCC (sf)               B (sf)/Watch Neg
C        CCC- (sf)              CCC (sf)/Watch Neg

Chapel 2007 B.V
EUR710.7 Million Asset-Backed Floating-Rate Notes

Ratings Lowered and Removed From CreditWatch Negative

A2       B+ (sf)                BBB+ (sf)/Watch Neg
B        CCC- (sf)              BBB- (sf)/Watch Neg
C        CCC- (sf)              BB (sf)/Watch Neg
D        CCC- (sf)              CCC (sf)/Watch Neg
E        CCC- (sf)              CCC (sf)/Watch Neg
F        CCC- (sf)              CCC (sf)/Watch Neg

Rating Affirmed and Removed From CreditWatch Negative

A1       A (sf)                 A (sf)/Watch Neg


LANCELOT 2006: Fitch Affirms Rating on EUR12-Mil. Notes at 'Bsf'
----------------------------------------------------------------
Fitch Ratings has affirmed Lancelot 2006 B.V. commercial
mortgage-backed notes as follows:

  -- EUR244.4m class A (XS0275569225) affirmed at 'AAAsf';
     Outlook Stable

  -- EUR21m class B (XS0275579703) affirmed at 'AAAsf'; Outlook
     Stable

  -- EUR19.5m class C (XS0275581279) affirmed at 'AAsf'; Outlook
     Stable

  -- EUR12m class D (XS0275581949) affirmed at 'BBBsf'; Outlook
     Stable

  -- EUR12m class C (XS0275582590) affirmed at 'Bsf'; Outlook
     Stable

The affirmations reflect the stable performance of the
transaction and the largely unchanged performance indicators
since the last rating action in December 2010.  The transaction
was called on December 19, 2011 and will be redeemed in full on
the first optional redemption date, January 26, 2012.


PEARL MORTGAGE: Fitch Cuts Ratings on Three Note Classes to 'B'
---------------------------------------------------------------
Fitch Ratings has affirmed PEARL Mortgage Backed Securities 1, 2
and 3's class A notes at 'AAAsf', downgraded the class B notes
and assigned ratings to the new class S notes.  At the same time,
all existing class A and B notes have been removed from Rating
Watch Negative (RWN).  The transactions all encompass 100% NHG-
backed mortgages loans originated by SNS Bank N.V.

Following the update to Fitch's criteria for rating RMBS
transactions backed by the Nationale Hypotheek Garantie (NHG),
SNS Bank N.V. (the seller) has restructured the three PEARL
Mortgage Backed Securities transactions rated by Fitch.  The
affirmation of the 'AAAsf' rating of the class A notes reflects
the increased credit enhancement provided by the newly created
class S notes.

The agency was provided with updated pool cuts, historical NHG
claims submitted to the Stichting WEW by SNS, historical
foreclosure data of the NHG-backed loans and set-off risk
assessments, followed by proposals to restructure the PEARL
transactions and amended documentation.

On the restructure date, the proceeds of a partial redemption of
the class A notes were used to issue mezzanine class S notes.
The class S notes rank senior to the class B notes, but junior to
the class A notes leading to an increase in credit enhancement.
The margins on the class S notes are equal to the unchanged
margins on the class A notes.

SNS is rated below Fitch's eligible counterparty rating of
'A'/'F1' and for this reason, the agency has accounted for
deposit set-off in rating scenarios above SNS's rating.  SNS is
allowed to use 80% of the increase of Class A credit enhancement
to cover deposit set-off exposures and will cash collateralize
any further exposure above the thresholds determined for each
transaction.

Fitch has not given credit to the notification trigger, as the
trigger was changed to below the 'A' level (at 'BBB') for all
transactions.  SNS has implemented a collection foundation
structure to mitigate the commingling risks associated with this
lower trigger.

In March 2011, all borrowers from SNS were notified that the
newly created collection foundation, a SPV named Stichting
Hypotheken Incasso, would collect future mortgage payments.  The
collection foundation will transfer payments received to the
relevant issuer accounts on the same day.  The issuer accounts
for the PEARL series are held with the GIC provider, which is
Rabobank ('AA'/Stable/'F1+').

The foundation's bank account is still with SNS to enable partial
direct debits to be performed.  Upon occurrence of a trigger
event, which is a downgrade of SNS below 'BBB', the foundation's
account will switch to a bank account held at Rabobank to prevent
the comingling of funds.  Although this trigger event is included
in the documentation and has been tested, Fitch believes that in
a 'jump-to-default' scenario, collections could still be
commingled in the solvency estate of SNS. Therefore, the agency
considered the risk of the loss of funds due to commingling or
disruption of payments and accounted for this in the transactions
by assuming a loss of one month's interest and principal in the
cash flow analysis in the higher scenarios.

The rating actions are as follows:

PEARL Mortgage Backed Securities 1 B.V.

  -- Class A (XS0265250638): affirmed at 'AAAsf'; RWN removed;
     Outlook Stable
  -- Class B (XS0265252253): downgraded from 'BBB-sf' to 'Bsf';
     RWN removed; Outlook Stable

PEARL Mortgage Backed Securities 2 B.V.

  -- Class A (XS0304854598): affirmed at 'AAAsf'; RWN removed;
     Outlook Stable
  -- Class B (XS0304857690): downgraded from 'BBB-sf' to 'Bsf';
     RWN removed; Outlook Stable

PEARL Mortgage Backed Securities 3 B.V.

  -- Class A (XS0343673611): affirmed at 'AAAsf'; RWN removed;
     Outlook Stable
  -- Class B (XS0343676044): downgraded from 'BBB-sf' to 'Bsf';
     RWN removed; Outlook Stable

Fitch has assigned final ratings to the Class S notes of the
PEARL Mortgage Backed Securities Series as follows:

PEARL Mortgage Backed Securities 1 B.V.

  -- EUR64,000,000 floating-rate mezzanine class S mortgage-
     backed notes: 'BBB+sf' ; Outlook Stable;

PEARL Mortgage Backed Securities 2 B.V.

  -- EUR44,000,000 floating-rate mezzanine class S mortgage-
     backed notes: 'BBBsf' ; Outlook Stable;

PEARL Mortgage Backed Securities 3 B.V.

  -- EUR52,000,000 floating-rate mezzanine class S mortgage-
     backed notes: 'BB+sf' ; Outlook Stable;

The rating of PEARL 1's class S notes are credit-linked to SNS
Bank N.V., while PEARL 2 and 3's class S notes are capped at the
rating of SNS Bank. Fitch downgraded SNS Bank's Long-term Issuer
Default Rating (IDR) to 'BBB+' with a Stable Outlook on 15 March
2011.


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


PORTUGAL TELECOM: Moody's Lowers Long-Term Debt Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has downgraded by one notch to Ba1 from
Baa3 the senior unsecured long-term debt ratings of Portugal
Telecom SGPS, SA ("PT") and the ratings of its fully-owned
subsidiary PT International Finance B.V. ("PTIF").
Simultaneously, Moody's has withdrawn PT's Baa3 issuer rating and
assigned to PT a corporate family rating (CFR) and probability of
default Rating (PDR) of Ba1. The outlook remains negative.

Ratings Rationale

The rating downgrade reflects Moody's expectation that, although
PT will sustain strong market positions, as a result of the
transformation of the business model, and has been showing
recently some improvement in its underlying operating
performance, it does not have the unquestionable domestic
strength or the geographic diversity to distance itself from the
current and future credit environment implied by the sovereign's
Ba2 rating. In addition, the company's recent investment in
Brazil might not represent as much of a short-term mitigant, as
previously expected, to the increasing business risk in Portugal.

"Moody's recognizes PT's strong market positions in terms of both
fixed-line and mobile, the success of its broadband and pay-TV
strategies, as well as the fact that funding needs are covered
through the end of 2013. However, the downgrade reflects Moody's
concern that the deteriorating macro environment in Portugal will
impair the company's ability to improve credit metrics going
forward to offset increasing business risk in Portugal," adds
Carlos Winzer, the lead analyst for Portugal Telecom.

Although underlying operating trends are improving from previous
quarters, supported by PT's past heavy investments in future
proof technologies and the network and management's strong
determination to execute the strategy, financial ratios will
remain weak as a result of both competitive and regulatory
pressures and a likely further deterioration in domestic consumer
and business spending.

PT's rating is positioned one notch above that of the Republic of
Portugal (RoP), to reflect a range of factors including (i) the
relatively resilient, albeit highly competitive, underlying
business; (ii) PT's leading market position supported by
investments in innovation; (iii) its international
diversification; (iv) management's excellent track record in
executing the company's strategy under adverse circumstances; (v)
high-quality infrastructure, which will support PT's revenues in
the future and help to partially mitigate the negative effects of
the weak macro environment in Portugal; and (vi) the company's
strong liquidity, with its cash needs through the end of 2013
pre-funded. The Ba1 rating positioning, one notch above the
sovereign, is in line with Moody's previously published guidance
for the most resilient companies that would normally be expected
to have a rating no more than two notches higher than the
government of the country where the majority of their business is
located. Moody's notes that the RoP's own Ba2 rating carries a
negative outlook, reflecting issues specific to the country
itself as well as to the ongoing crisis in the euro area
generally. That being said, Moody's is cautiously optimistic that
the Portuguese government is making slow but steady progress on
its fiscal adjustment, indeed, the IMF and EU have just approved
the second review of Portugal's economic adjustment program.

Representing a substitution for its previous investment in Vivo,
PT's 25.3% investment in Brazilian subsidiary Oi for EUR3.7
billion enhances PT's international diversification and positions
it to take advantage of the growth opportunities in the fixed-
line and mobile segments in Brazil, by contributing to the
development of innovative and technologically advanced services
for customers. However, Oi, with declining market shares in all
business segments, faces significant challenges in Brazil, as
evidenced by the company's performance in Q3 2011, with its
revenues declining by 2% compared with Q2 2011. Moody's also
takes into consideration PT's proportional consolidation of its
subsidiary Oi, despite PT not having control of the company and
expecting to benefit from limited cash up-streaming from the
investment through dividends. Moody's has analyzed PT using both
the proportional and the equity consolidation methods and
considers that, even proportionally consolidating Oi, the
financial and operating risks of PT group are no longer
commensurate with the previous rating.

From a liquidity risk management perspective, Moody's believes
that PT's liquidity profile should remain sound over the next 18
months. PT has no need to issue more debt until the end of 2013
and will only do so to take advantage of opportunities in the
market. In Moody's view, internal sources and availability under
long-term committed lines of credit should enable PT to cover its
debt maturities of approximately EUR2.6 billion over the next 18
months and other expected cash demands over this period. As of
end October 2011, PT had approximately EUR4.6 billion in cash,
after PT collecting from Telefonica on October 31st the remaining
EUR2 billion cash pending from the Vivo disposal. PT also has
undrawn standby facilities of EUR75 million, plus a signed three-
year EUR1.2 billion syndicated bank facility. Moody's also notes
that the EUR1.2 billion of the committed bank facility is spread
out amongst some 8 international banks and, as per PT, the
maximum committed amount for one individual bank is EUR150
million. This mitigates the risk of an eventual liquidity
constraint derived from banks' lack of access to liquidity to
fund the commitment.

Whilst acknowledging PT's business and geographical
diversification, strong execution and its strong liquidity
profile, Moody's notes the company's limited ability to
disconnect itself from (i) stresses in the debt market for
Portuguese issuers; and (ii) local economic and regulatory
circumstances, which could worsen as a result of pressures on the
sovereign.

Moody's expects that PT will continue to take measures to sustain
its EBITDA margins through further cost reductions, both in fixed
and mobile, as done in the past, and to restrain capital spending
if necessary to sustain adequate levels of free cash flow.
Moody's considers PT's flexibility to cut capex as being
substantial due to the investments the company has done in the
modernization of its network and IT systems over the past two
years.

The negative outlook reflects Moody's expectation that PT's
financial ratios will remain relatively tight, with no headroom
to absorb any increased competitive and/or regulatory pressures
and weaker domestic consumer and business spending as a result of
additional austerity measures and structural reforms to be
implemented in Portugal in the short to medium term to address
the country's budgetary and economic problems.

A further rating downgrade could occur if PT's performance
significantly deteriorates beyond current expectations,
(resulting, for example, in adjusted net leverage increasing to
3.25x or adjusted RCF/Net Debt decreasing to 15%) and/or should
concerns develop at any point in time over liquidity or funding
needs over the medium term. PT's ratings could also be pressured
in the event of any change in ratings of the RoP.

In light of the action, no upward rating changes are expected on
PT's ratings in the short-to-medium term. The outlook could,
however, be stabilized if Moody's perceived an improvement in the
overall market conditions, including less pressure on revenues
supported by improving consumer trends and a more benign
competitive environment.

Moody's views debt claims at financing subsidiary PTIF as having
a more complicated route to the cash flow and assets of PT
because this subsidiary is supported by a keep well agreement.
However, the difference is not currently considered sufficient to
warrant a notching distinction between PTIF and PT.

Principal Methodology

The principal methodology used in rating PT was the Global
Telecommunications Industry Methodology published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Domiciled in Lisbon, PT is the leading telecommunications
operator in Portugal, servicing 4.7 million fixed lines, which
includes one million ADSL retail connections. In addition, PT had
approximately 7.3 million mobile phone customers as of September
2011. Furthermore, PT has operations in other countries,
including Brazil, Cape Verde, East Timor, Angola, Macau, Sao Tome
and Principe, and Namibia. On 26 January 2011, PT announced the
final agreement to acquire a 25% stake in Oi. PT's annual
revenues amounted to EUR3.7 billion (ex Vivo and ex Oi) as of
December 2010.


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


IRKUT: Moody's Affirms 'Ba2' Corporate Family Rating
----------------------------------------------------
Moody's Investors Service has changed to stable from negative the
outlook on Irkut's corporate family rating (CFR) and probability
of default rating (PDR). Concurrently, Moody's has affirmed the
ratings at Ba2.

Ratings Rationale

"[The] announcement reflects positive developments in Irkut's
capital structure following debt restructuring arranged by the
company's majority shareholder, JSC United Aviation Corporation
(UAC), which is 83% owned by the Russian Federation via its
Agency for Administration of Governmental Property," says Julia
Pribytkova, a Moody's Vice President -- Senior Analyst and lead
analyst for Irkut. The restructuring was completed in 2011 and
involved (i) UAC increasing its participation in Irkut to 85.36%
from 82.55% via a new share issue amounting to US$151 million;
and (ii) Irkut refinancing a US$371 million loan from Sberbank
with a long-term, interest-free shareholder loan from UAC.
Moody's believes that following the restructuring, Irkut's
leverage and coverage metrics, as well as its liquidity profile,
have become consistent with the company's assigned Baseline
Credit Assessment (BCA).

Irkut demonstrated an improvement in its operating performance in
2010-11, which was reflected by the company's robust revenue
growth (2010: 27% year-on-year, 2011: estimated 11% year-on-
year), sustainably improved profitability and stronger coverage
metrics. Irkut's revenue generation in 2012-14 is supported by
the company's order book of signed projects. This amounts to
approximately US$2.0 billion and comprises the delivery of
military aircrafts to Algeria and India and contracts with the
Ministry of Industry and Trade of Russia and Airbus/EADS for
spare parts manufacturing. In addition, the company is working on
its first civil project, the MC-21 medium-range jet, the
production of which is expected to start in 2016. Irkut's MC-21-
related research and development (R&D) costs are fully reimbursed
by the Government of the Russian Federation, in accordance with
the state strategy of supporting the national aviation industry.

By virtue of its current ownership structure (85.36% owned by UAC
and 9.97% by OJSC "Aviation Holding company Sukhoi", the
developer of the SU-30 multi-role jet fighter), Moody's considers
Irkut to be a government-related issuer (GRI). As such, Irkut's
Ba2 CFR incorporates these four inputs: (i) a BCA of 16 (on a
scale of 1 to 21, where 1 represents the lowest credit risk);
(ii) the local currency rating of the support provider, the
Russian government -- Baa1 with a stable outlook; (iii) moderate
default dependence; and (iv) the strong likelihood of support
from Irkut's ultimate shareholder. Please refer to Moody's Rating
Methodology of July 2010 "Government-Related Issuers: Methodology
Update".

The BCA of 16, equivalent to a rating of B3, reflects several
concerns that Moody's has, as follows: (i) Irkut's prevailing
concentration on a single product, the SU-30MKI, which accounts
for 73% of the company's order book in 2012-14; (ii) the
restricted time horizon in which this military product is likely
to enjoy demand and its limited customer base, as well as the
absence of an up-to-date, ready-to-manufacture replacement
product; (ii) risks associated with the R&D of the company's
first civil aircraft, the MC-21, and potential delays in its mass
production; and (iii) a high degree of cash flow generation
unpredictability as a result of the prevailing contract payment
terms (Moody's envisages that advance payments for contracts
generally do not exceed 30% of the contract value, with the bulk
paid upon delivery of the product). This cash flow generation
unpredictability is driving substantial working capital
fluctuations, which are exacerbated by the long production cycle
and capital-intensive nature of the industry in which the company
operates. Moody's notes that liquidity constraints arising from
Irkut's operating model are largely mitigated by (i) the Russian
government's view of Irkut as a strategic asset; and (ii) its
willingness to provide support via recapitalizing the company or
assisting in the refinancing of its debt, including with
shareholder loans from UAC.

The rating assessment takes into account the currently strong
market demand for Irkut's major product, the SU-30MK multi-role
jet fighter, from the Indian, Algerian and Malaysian air forces,
reflected in the contracts signed, and increasing export
opportunities to other markets. Moody's positively notes the
company's efforts to diversify into non-defense areas, and its
arrangement with the Russian government whereby related research
and development works are compensated by the state subsidies on a
cost-plus basis. The rating agency also notes that Irkut benefits
from below-market cost of capital as a result of a mechanism
whereby the Russian government reimburses the interest expense
associated with the company's key activity.

The input of moderate default dependence reflects Moody's
expectation that Irkut will remain reliant on the state for a
large portion its aircraft procurement orders and therefore
revenues.

Moody's assessment of strong support reflects (i) Irkut's strong
export performance in high-tech applications; (ii) the social and
political importance of the company to the state; and (iii)
anticipated increases in the state funding of military
modernization and government defense procurement. Moody's
assessment of support is further underpinned by the government's
announced intention to invest up to RUR65.5 billion (more than
US$2.0 billion) in the Russian aviation industry in 2012-25,
including a RUR6 billion (US$194 million) capital injection into
UAC.

Moody's assesses Irkut's liquidity as adequate, given that it is
underpinned by the expected cash flows and available loan
facilities from Sberbank in the next 12 months. Among the
concerns pertaining to Irkut's liquidity assessment, the rating
agency notes (i) high degree of unpredictability of the company's
cash flow generation stemming from the lengthy production cycle
and limiting visibility on the company's potential liquidity
constraints, and (ii) refinancing risk in the second quarter 2013
when approximately US$230 million of debt facilities become due.
Moody's will closely monitor the company's liquidity management
over the next 18 months.

Rating Outlook

The stable outlook reflects Moody's expectation that Irkut will
sustain current levels of revenue, profitability leverage and
capitalization, and will continue to enjoy strong implicit and
explicit support from the Russian government.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on Irkut's BCA could develop if there were to be
positive developments in the company's business profile,
particularly increased product diversification and an enlarged
customer base, alongside a strong financial performance. Timely
replenishment of the backlog of orders and better visibility of
cash flows would have a positive effect on the ratings.

Conversely, Moody's would consider downgrading the rating in the
event of (i) negative business profile developments, i.e.,
Irkut's order backlog decreasing as a result of lower market
demand for the company's military products; (ii) a failure to
develop, test and obtain necessary certifications for the new
civil aircraft in a timely manner to sustain production levels;
and (iii) depressed profitability and weak cash flow generation,
translating into liquidity constraints. In addition, a
deterioration in Irkut's leverage and coverage metrics below the
levels assumed for the current BCA would have a negative effect
on the ratings.

Any indication of a change in state support and/or dependence
levels, as well as the supporter's credit standing, would trigger
a revision of the GRI assumptions and potentially of the
company's ratings.

Principal Methodologies

The principal methodology used in rating Irkut Corporation was
the Global Aerospace and Defense Industry Methodology published
in June 2010.

Irkut Corporation is a leading military aircraft producer and one
of the largest companies in the Russian aviation industry. In
2010 the company reported revenues of US$ 1.7 billion (27%
increase year on year). The order book as of December 2011 is
estimated at US$ 5.7 billion. Irkut is 85.36% owned by holding
company United Aircraft Corporation (UAC, 83% owned by the
Russian Federation via its Agency for Administration of
Governmental Property), 9.97% by OJSC "Aviation Holding company
Sukhoi" (91.68% owned by UAC); 4.67% of shares are in free float.


* TOMSK OBLAST: S&P Raises Issuer Credit Rating to 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term issuer
credit ratings on Russian Tomsk Oblast to 'BB' from 'BB-'. "At
the same time, we raised the national scale rating on the oblast
to 'ruAA' from 'ruAA-'. The outlook is stable. The recovery
rating on the oblast's unsecured debt remains unchanged at '3',"
S&P said.

"The ratings on Tomsk Oblast incorporate our view of its limited
financial flexibility and predictability, exacerbated by
relatively large infrastructure needs, and the dependence of its
revenues on volatile commodity markets. Offsetting these factors
are the oblast's demonstrated commitment to balance budgets and
minor, if any, deficit after capital accounts, its moderate debt
level, and significant support from the federal government in the
form of additional subsidies and budget loans," S&P said.

"Similar to many other Russian regions, Tomsk oblast has limited
control over its revenues; 95% of them are represented by state
subsidies and centrally regulated taxes. In addition, we note
that the oblast maintains low capital expenditures, which, under
our base-case scenario, we forecast will remain below 10% of
total expenditures in 2012-2014. This will likely result in
relatively high infrastructure needs over this period, further
constraining the oblast's budgetary flexibility," S&P said.

"Moreover, the oblast's creditworthiness suffers from low
predictability of its financial indicators. The regional economy
remains dependant on the oil and gas sectors, which together
represent at least 25% of its gross regional product. As we
expect in our base-case scenario, in 2011-2014 (excluding one-off
payments) these sectors will contribute about 40% of the oblast's
profit tax. This accounts for about one-third of the oblast's
revenues. Limited diversification of the local economy exposes
the oblast to global commodity market volatility and limited
visibility of the Russian natural resource extraction sector's
tax regime," S&P said.

"The oblast, backed by the federal government, strives to foster
diversification of the local economy on the grounds of its
developed educational and scientific base. We therefore assume
that it will only have a visible impact on the oblast tax base in
the long term," S&P said.

Nevertheless, the oblast currently benefits from rebounding
profit tax, due to increased global oil prices and additional
transfers from the federal budget. These include those earmarked
for the development of regional infrastructure, starting with
road construction," S&P said.

"We expect the oblast to remain committed to the tight financial
discipline that has resulted in it achieving a moderate operating
surplus of about 3% of operating revenues, and minor surplus
after capital accounts over 2009-2011. As a result, we envisage
in our base-case scenario a similar budgetary performance over
2012-2014, on average. This would be in line with the targets set
out in the oblast's three-year budget," S&P said.

"Consequently, the oblast's tax-supported debt as a percentage of
consolidated operating revenues is expected to stabilize at about
14%-15% in 2011-2014, a decrease from 28% before the financial
crisis in 2007-2008," S&P said.

"We believe that the oblast's liquidity has improved, and now
consider it as 'neutral' to the rating. In accordance with our
base-case scenario, the oblast's cash and committed facilities
will sufficiently cover its debt service within the next 12
months. That said, this is somewhat mitigated by the oblast's
"limited" access to external liquidity, due to weaknesses in the
Russian capital market and its banking sector," S&P said.

By December 2011, the oblast had increased the amount of its two-
and three-year revolving credit lines with Russian banks to
Russian ruble (RUB) 1.5 billion ($50 million). Together with
average free cash projected for the next 12 months, this should
easily cover its debt service falling due in 2012.

By the end of November, the oblast's average cash position
accounted for about RUB3.5 billion. Nevertheless, the level of
cash on the oblast's accounts has remained volatile throughout
the year, and will likely decrease on average in 2012 with the
implementation of the state-sponsored capital projects.

"During 2009-2011, the oblast mostly relied on federal government
budget loans with maturities of up to five years and low interest
rates. These loans will likely exceed 70% of the oblast's direct
debt outstanding by March 2012. As a result, the oblast's debt
service as a percentage of operating revenues is set to fall to
5.5% in 2014, from 7.4% in 2012. This is a radical decrease from
the 17% reported in 2009. We assume the federal government might
roll over at least 50% of budget loans falling due in 2012-2013,
in case the oblast finds it difficult or overly expensive to
refinance these loans with market borrowings," S&P said.

"For now, the oblast has good access to domestic loans. However,
the Russian capital markets are volatile, and we view access to
external liquidity as 'limited'. The weaknesses of the domestic
banking sector are reflected in our Banking Industry Country Risk
Assessment (BICRA) score of '7', where '1' is the lowest risk and
'10' is the highest. (For more details see 'BICRA On Russia
Revised To Group '7' From Group '8'', published on Nov. 9, 2011,
on RatingsDirect on the Global Credit Portal)," S&P said.


=====================================
S E R B I A   &   M O N T E N E G R O
=====================================


* GOV'T OF MONTENEGRO: Moody's Issues Summary Credit Opinion
------------------------------------------------------------
This release represents Moody's Investors Service's summary
credit opinion on Montenegro and includes certain regulatory
disclosures regarding its ratings. This release does not
constitute any change in Moody's ratings or rating rationale for
the government of Montenegro.

Moody's current ratings on Montenegro are:

  Long Term Issuer (foreign currency) rating of Ba3,

  Short Term Issuer (foreign currency) rating of NP,

  Senior Unsecured (domestic currency) ratings of Ba3

Ratings Rationale

Montenegro's GDP per capita of US$13,000 (PPP) places it in the
middle-income country category. Increasing integration with the
rest of Europe and the prospects for long-term income convergence
are also important considerations supporting long-term economic
strength. However, these positive factors are counterbalanced
by the small size of the economy (US$ 4 billion) and its
concentration in a few sectors. Global surveys assess
Montenegro's administrative and judicial institutions as weak. A
large gray economy and statistical limitations are additional
drawbacks for Montenegro's rating. However, the path to EU
accession, which is expected around 2017, should lead to further
institutional strengthening.

Government financial strength is moderate, with Montenegro's
government debt/GDP ratio approximately at the average of the Ba
rating category. However, fiscal metrics deteriorated after the
global financial crisis, when the budget shifted into deficit and
the government provided financial support to the banking and
manufacturing sectors. Debt affordability, as defined by the
ratio of interest payments to government revenues, is currently
strong compared to most rating peers because most public debt is
currently owed to official creditors on favorable terms. However,
the source of government funding is increasingly international
market debt. As public debt rises and non-market debt is replaced
with market debt carrying higher interest rates, debt
affordability could weaken in the coming years, unless supported
by higher growth in government revenues.

Montenegro's susceptibility to event risk is also moderate. Its
use of the euro as its official currency has been an important
stabilizing factor since large deposit withdrawals in 2008
precipitated a banking crisis in late 2008. The situation in
the banking sector is slowly improving - deposits are gradually
flowing back into the system and foreign parent banks have
generally reaffirmed their support for their local subsidiaries.
However, the ongoing deterioration in asset quality in a
weaker economic environment still poses important risks to the
banking sector.

Rating Outlook

The outlook on the government's long-term debt rating is stable,
balancing the benefits of current fiscal and structural policy
efforts with the risks from an uncertain European and global
growth environment.

What Could Change the Rating - Up

The rating could be raised if the debt ratios seemed likely to
stabilize and then decline over the medium term. Improvements in
external competitiveness reflected in a narrowing of the current
account balance and a sustainably higher GDP growth rate would
also be beneficial for the rating.

What Could Change the Rating - Down

Evidence that the commitment to structural reform is flagging,
accompanied by a deterioration in public debt and external debt
ratios would prompt downward pressure on the rating. Signs that
banking sector risks threaten financial stability, growth or the
trend towards fiscal consolidation would also be negative.

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


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


AYT COLATERALES: S&P Assigns 'BB' Rating to Class D Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its credit ratings to
the class A, B, C, and D notes in AyT Colaterales Global
Hipotecario FTA Series AyT Colaterales Global Hipotecario
Caja Espana I.

"This transaction closed in December 2007, but we were not
engaged to rate the notes at that time. Since closing, the class
A notes have amortized to EUR233,240,350, from an initial amount
of EUR437,500,000," S&P said.

The transaction securitizes a pool of mortgage loans from Caja de
Ahorros y Monte de Piedad de Le˘n (Caja Espa¤a) granted to
individuals in Spain. In June 2010, Caja Espa¤a merged with Caja
Duero -- both savings banks from the region of Castilla y Le˘n.
In September 2011, Caja Espa¤a-Duero and Unicaja, a savings bank
from the region of Andalucˇa, approved their merger. In December
2011, Caja Espa¤a-Duero savings bank was converted into a bank
(Banco de Caja Espa¤a de Inversiones, Salamanca y Soria, S.A.).

The main features of the transaction are:

    As of Nov. 24, 2011, the reserve fund was at its required
    level, representing 6.51% of the outstanding note balance.

    Caja Espana-Duero acts as servicer, and Confederacion
    Espanola de Cajas de Ahorros (CECA; A-/Watch Negative/A-2)
    acts as treasury account provider, paying agent, and swap
    provider.

    As with many other Spanish transactions, interest and
    principal are combined into a single priority of payments,
    with deferral-of-interest triggers and pro rata amortization
    rules.

S&P's analysis indicated these key risks:

    "Geographical concentration: More than 44% of the mortgage
    loans are concentrated in the Castilla y Le˘n region. We have
    taken this into account in our analysis by increasing the
    geographical concentration penalty that increases the
    weighted-average foreclosure frequency of the pool," S&P
    said.

    "High loan-to-value (LTV) ratios: With a current weighted-
    average LTV ratio of 84.79%, 0.21% of the loans in the
    current pool are in negative equity. If we consider the
    effect of house price declines in Spain during the past three
    years, the percentage of negative equity loans would be
    higher than 32%, based on the current loan balance and
    indexed valuation. We have taken this into consideration when
    calculating the probability of borrowers defaulting on the
    loans," S&P said.

    "Arrears: More than 5.53% of the underlying loans in this
    transaction are in arrears for more than 30 days. To account
    for this in our analysis, we have increased the foreclosure
    frequency for the mortgage loans, depending on the number of
    days each loan has been delinquent," S&P said.

"Our ratings on the class A, B, C, and D notes reflect our
assessment of the credit and cash flow characteristics of the
underlying asset pool, as well as our analysis of the
counterparty and operational risks of the transaction. Our
analysis indicates that the credit enhancement available to the
class A notes is sufficient to mitigate the credit and cash flow
risks to a 'AA' rating level," S&P said.

"Additionally, we consider that the transaction documents
adequately mitigate the counterparty risk from the interest rate
swap and treasury account provider to a 'AA' rating level, in
line with our updated counterparty criteria (see 'Counterparty
And Supporting Obligations Methodology And Assumptions,'
published Dec. 6, 2010)," S&P said.

"We intend to publish a new issue report on this transaction in
the coming weeks," S&P said.

              Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.

The Standard & Poor's 17g-7 Disclosure Report included in this
credit rating report is available at:

    http://standardandpoorsdisclosure-17g7.com/1111356.pdf

Ratings List

AyT Colaterales Global Hipotecario FTA Series AyT Colaterales
Global Hipotecario Caja Espana I
EUR500 Million Asset-Backed Floating-Rate Notes

Class      Rating     Current       Amount at
                       amount      closing[1]
                     (mil. EUR)        (mil. EUR)

A          AA (sf)     233.24          437.50
B          BBB (sf)     45.00           45.00
C          BBB- (sf)    11.00           11.00
D          BB (sf)       6.50            6.50

[1]As of Dec. 20, 2007.


BBVA CONSUMO: S&P Lowers Rating on Class B Notes to 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
the class A and B notes in BBVA Consumo 3 Fondo de Titulizacion
de Activos, following its credit and cash flow analysis.

BBVA Consumo 3 closed in April 2008 and its revolving period
ended one year ahead of the February 2010 scheduled due date, due
to a breach of the 90-day delinquency early-amortization trigger
of 2.2%.

"The current outstanding balance is about 36.19% of the closing
balance. Since our last review, the level of loans more than
three months in arrears and not yet defaulted has increased to
2.98% of the outstanding balance, as of November 2011 (up from
2.37% as of May 2011)," S&P said.

As of the most recent payment date in November 2011, the reported
ratio of cumulative defaults -- defined in this transaction as
loans delinquent for more than 12 months -- represented 5.72% of
the original portfolio balance securitized at closing (compared
with 5.29% as of the May 2011 payment date).

Even though the transaction's amortization features have
increased the level of credit enhancement for the class A notes,
an increase in the level of defaults has resulted in reserve fund
not being at its required level since August 2009, and currently
stands at 35% of its required level.

"Based on our review of our credit analysis assumptions in terms
of defaults and recoveries, and taking into account the current
level of support available to the class A notes in the capital
structure, our cash flow analysis indicates that a 'A (sf)'
rating is appropriate for the class A notes. We have consequently
lowered to 'A (sf)' from 'AA (sf)' our rating on this class," S&P
said.

"The level of credit enhancement available to the class B notes
has decreased since closing. Based on the insufficient credit
enhancement available to the class B notes to support a 'BB-
(sf)' rating in our cash flow analysis, we have lowered it to 'B+
(sf)'. However, we believe that the notes are not vulnerable to
nonpayment of interest in the short term," S&P said.

The portfolio backing this Spanish asset-backed securities
transaction comprises unsecured consumer loans made to Spanish
residents, originated and serviced by Banco Bilbao Vizcaya
Argentaria, S.A. (BBVA) and BBVA Finanzia.

              Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

      http://standardandpoorsdisclosure-17g7.com

Ratings List

Class              Rating
           To                  From

BBVA Consumo 3 Fondo de Titulizacion de Activos
EUR975 Million Asset-Backed Floating-Rate Notes

Ratings Lowered

A          A (sf)              AA (sf)
B          B+ (sf)             BB- (sf)


BBVA EMPRESAS: Fitch Assigns Rating on Class C Notes to 'BBsf'
--------------------------------------------------------------
Fitch Ratings has assigned BBVA EMPRESAS 6, FTA's notes final
ratings, as follows:

  -- EUR804m Class A notes (ISIN ES0314586001): 'AAAsf'; Outlook
     Stable

  -- EUR240m Class B notes (ISIN ES0314586019): 'A-sf'; Outlook
     Stable

  -- EUR156m Class C notes (ISIN ES0314586027): 'BBsf'; Outlook
     Stable

The ratings are based on the quality of the collateral, the
underwriting and servicing of the portfolio loans, the integrity
of the transaction's legal and financial structure, the isolation
of counterparty risk provided by the structure, available credit
enhancement (CE) and the management company's administrative
capabilities.

The transaction is a cash flow securitization of a static pool of
secured loans (55% of collateral value, cv) and unsecured loans
originated and serviced by Banco Bilbao Vizcaya Argentaria (BBVA,
'A+'/Rating Watch Negative/'F1').  The obligors are small- and
medium-sized enterprises (SMEs), self-employed individuals
(SEIs), large enterprises and small corporates.

Fitch considers the combined exposure to real estate (RE, 24% cv)
and building & materials (B&M, 13% cv) sectors to be the main
risk factor as they jointly represent 37% cv of the initial
portfolio balance.  Fitch has a negative forward-looking view on
these sectors.  The RE sector suffers in a market with an
oversupply of properties and scarcity of new credit.  The B&M
sector is expected to underperform as deficit reduction policies
will reduce public budgets for investment in infrastructures and
construction projects.

Nevertheless, Fitch acknowledges that the RE exposure in the
portfolio securitized in this transaction is performing better
than Fitch's benchmark for the sector in Spain.  For this reason,
Fitch has assigned a 15% weighted average (WA) first-year
probability of default (PD) to this sector.  This PD is lower
than the 24% first-year PD assigned to B&M exposures, which equal
the country benchmark for RE and B&M.  First-year PDs embed a
stress resulting from the assumption of a front-loaded default
timing distribution. See the SME CLO criteria for further
details.

Fitch has assigned a final forward-looking WA first-year PD of
12.3% to the portfolio (ie slightly better than a 'B-' rating
proxy), reflecting its credit view of Spanish SMEs, the
historically observed default rates in a year of stress,
concentration in RE and construction, and high obligor
concentration.

Fitch has applied its "Rating Criteria for European Granular
Corporate Balance-Sheet Securitisations (SME CLOs)" and no public
ratings or credit opinions were available on larger enterprises
or small corporates in this portfolio.

Fitch believes that available recovery data is still unreliable
because the RE market is not functional and recovery lag is
significant in Spain at the moment.  The agency has estimated
recovery rates for secured loans based on the value of the
mortgage collateral available using its current market value
decline (MVD) assumptions in Fitch's RMBS and SME CLO criteria
documents.  These MVD assumptions represent considerable stresses
to property values and cover the uncertainty about the severity
of defaults (ie the weighted average MVD in a 'AAA' scenario is
78% for this portfolio).

Fitch expects a mean loss rate on the portfolio of 4.4% over the
life of the transaction.  The structure provides gross CE of 45%,
25% and 12% in the form of subordination for the Class A, B and C
notes respectively.  Additionally, the interest rate hedging
agreement provides 50bps of excess spread.

The agency is comfortable that obligor concentration risk is
captured in the analysis using Fitch's portfolio credit model
(PCM) and the conservative PDs assigned to larger enterprises and
RE and B&M exposures.  The top 1 risk group represents 1.8% cv.
There are 30 obligors that each represents more than 0.5% cv for
a total of 30% cv. RE and B&M exposure among these large obligors
is 44%.

Fitch considers that there is excessive counterparty exposure to
BBVA in this transaction. However, the agency has found the
downgrade language in the structure to be in line with Fitch's
counterparty criteria and believes these structural features
address counterparty risk effectively. The class A notes can pass
investment grade scenarios even if the cash reserve fund,
equivalent to 12% cv, were lost on day one.

Fitch considers the strictly sequential amortization of the notes
as a strength.  Additionally, the interest deferral mechanism on
the Class B and C notes would protect the Class A notes upon
severe performance deterioration (when cumulative defaults exceed
20% and 15% of the initial collateral value, respectively).

The ratings address payment of interest on the notes according to
the terms and conditions of the documentation, as well as the
repayment of principal by the final maturity date in August 2055.
The structure allows for temporary interest shortfalls for the
class B and the class C notes.


BBVA RMBS 3: Moody's Reviews 'Ba1' Ratings for Possible Downgrade
-----------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the senior notes of BBVA RMBS 3 FTA because of worse-
than expected collateral performance.

Issuer: BBVA RMBS 3 FTA

   -- EUR1,200M A1 Notes, Ba1 (sf) Placed Under Review for
      Possible Downgrade; previously on Apr 15, 2011 Downgraded
      to Ba1 (sf)

   -- EUR595.5M A2 Notes, Ba1 (sf) Placed Under Review for
      Possible Downgrade; previously on Apr 15, 2011 Downgraded
      to Ba1 (sf)

   -- EUR960M A3 Notes, Ba1 (sf) Placed Under Review for Possible
      Downgrade; previously on Apr 15, 2011 Downgraded to
      Ba1 (sf)

Ratings Rationale

The rating action reflects (i) the performance to date of the
transaction ; (ii) the level of credit enhancement supporting the
notes; and (iii) Moody's negative outlook for Spanish RMBS
collateral. The rating action also takes into consideration
updated reporting information on recovery rates.

Transaction Performance

BBVA RMBS 3 closed in July2007. The transactions is backed by a
portfolio of first-ranking mortgage loans originated by BBVA
(Aa3/P-1) and secured on residential properties located in Spain.
The loans were originated between 2003 and 2007, with current
weighted average loan-to-value standing at 80.65%. A significant
share of the securitized mortgage loans was originated via
brokers (30.8%) and loans to non-Spanish nationals (1.50%) are
also included in the pool. BBVA acts as servicer, paying agent
and swap counterparty to the transactions.

Reserve fund and Principal Deficiency (PDL): the increasing
levels of defaulted loans has ultimately caused the full
depletion of the reserve fund and is currently triggering an
unpaid PDL. The unpaid PDL has increase to EUR128 million,
corresponding to 100% of the most junior note and 25% of the
class B notes, from EUR104 million in April 2011

Loans more than 90 days in arrears represented 3.56% of the
current portfolio balance as of November 2011, while cumulative
defaults amounted to 6.38% of the original portfolio balance. The
last figure does not include loans repossessed before being 12
months in arrears. Outstanding repossessions represented 3.49% of
original pool balance as of November 2011. The pool factor was
74% as of November 2011. The recovery rates previously reported
was overstated as recovery rates was considering repossession
(either payment in kind or properties allocated to the fondo
after the auction) as 100% recovery. The cumulative recovery rate
in this transaction as of November 2011 is 5.22%

Key Collateral Assumptions Revised

Moody's will revise its expected loss assumptions and will assess
the loan-by-loan information to determine the MILAN Aaa CE,
considering the current amount of realized losses, the new
available information on recovery rates and severity analysis for
the non-defaulted portion of the portfolio. In the revision of
its assumptions Moody's will consider the negative outlook for
the Spanish collateral performance and in particular the
expectations that house prices will continue to fall in 2012 as
described below.

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

Outlook for Spanish RMBS

Moody's outlook for Spanish RMBS transactions in 2012 is
negative. Rising unemployment and falling disposable incomes
resulting from slowing economic growth will weigh on households'
ability to service their debts. Moody's expects that house prices
in Spain will fall in 2012 mainly because of an oversupply of
houses and weak demand. Falling house prices will lead to lower
recovery values on RMBS that use residential property as
collateral. Poor housing market liquidity will lead to less
certainty about whether a property can be sold and will increase
the time it takes to sell the property.

As noted in Moody's comment 'Rising Severity of Euro Area
Sovereign Crisis Threatens Credit Standing of All EU Sovereigns'
(28 November 2011), the risk of sovereign defaults or the exit of
countries from the Euro area is rising. As a result, Moody's
could lower the maximum achievable rating for structured finance
transactions in some countries, which could result in rating
downgrades.

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 these transactions, Moody's used ABSROM 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 note holders. Therefore, the
expected loss 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
scenarios.


REPSOL INT'L: Fitch Affirms Rating on Sub. Pref. Shares at 'BB+'
----------------------------------------------------------------
Fitch Ratings has affirmed Repsol YPF's (Repsol) Long-Term Issuer
Default Rating (IDR) and senior unsecured rating at 'BBB+'and
Short-term IDR at 'F2'.  The senior unsecured debt issued by
Repsol's wholly-owned indirect subsidiary, Repsol International
Finance, BV, which is fully and unconditionally guaranteed by
Repsol is also affirmed at 'BBB+'.  Fitch has also affirmed the
subordinated preference shares issued by Repsol International
Capital Ltd. at 'BB+'.  The Outlook for the Long-term IDR is
Stable.

The affirmation follows Repsol's announcement yesterday of the
buyback of 10% of Repsol shares previously held by Sacyr (its
largest shareholder).  The transaction amount is around EUR2.5
billion, which will be largely funded with cash-on hand and
undrawn available credit facilities.  Fitch understands that
Sacyr, a diversified Spanish construction group, will use the
funds to partly repay its syndicated loan.

Fitch takes a negative view of this transaction as it will reduce
Repsol's liquidity profile in the short term.  However, the
EUR850 million bond issued last week by Repsol Finance B.V. has
taken some pressure off Repsol's debt repayment schedule and has
been used to refinance half of the company's debt falling due in
2012.

Fitch expects the 10% stake to be sold within the first six
months in 2012 which should restore Repsol's liquidity profile to
pre-transaction levels.  Should Repsol fail to dispose of these
treasury shares in a timely manner, Fitch would likely take
negative rating action.

Repsol's investment-grade ratings are supported by its resilient
downstream business model in Spain which provides the company
with a competitive advantage by allowing it to actively market
refined products and liquefied products (LPG) even in a lower
price environment.  The ratings are also supported by its
established position in the global liquefied natural gas (LNG)
market mainly in Trinidad and Tobago and, more recently, in Peru
and Canada.

The Stable Outlook reflects Fitch's expectation that Repsol will
continue to hold a dominant position in the downstream industry,
especially in the Iberian market as the company is expanding and
converting its refineries at Cartagena and Bilbao, and that it
will maintain an adequate liquidity position.


===========
S W E D E N
===========


SAAB AUTOMOBILE: Pang Da Drops Purchase Plan Amid Bankruptcy
------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that Pang Da
Automobile Trade Co. dropped its plans to buy Saab Automobile AB
after a Swedish district court approved the automaker's
bankruptcy filing, the Chinese car distribution company said in a
Tuesday regulatory filing with the Shanghai Stock Exchange.

Law360 relates that Pang Da and another Chinese firm, Zhejiang
Youngman Lotus Automobile Co., had discussed buying the troubled
automaker for EUR100 million (US$141.9 million), before Saab
parent company Swedish Automobile NV announced Monday that Saab
Automobile, Saab Automobile Tools AB and Saab Powertrain AB had
filed for bankruptcy.

As reported by the Troubled Company Reporter-Europe on Dec. 19,
2011, Saab Automobile was forced to name a new administrator a
day after identifying another lawyer to take the key role,
himself a replacement for a previous administrator who had quit.
According to a Reuters report, Sweden's Vanersborg District Court
said Saab had put forward Lars Soderqvist -- mail@hsa.se -- of
law firm Hokerberg & Soderqvist as its new administrator, having
said on Wednesday another lawyer Lars-Henrik Andersson --
lars-henrik.andersson@lindahl.se -- would take the position.
Reuters said the Court admitted on Thursday Mr. Andersson had
subsequently turned the post down.  The company had said that
previous administrator Guy Lofalk -- guy.lofalk@lofalk.se -- had
decided to quit, though media reports said Victor Muller, chief
executive of Saab's parent Swedish Automobile, had wanted Mr.
Lofalk to go.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.


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


AC WILLIAMS: Goes Into Administration, Cuts 23 Jobs
---------------------------------------------------
Sleaford Standard reports that A C Williams Ltd has gone into
administration, cutting 23 jobs in the process.

Peter Blair and Andrew Cordon of Begbies Traynor have been
appointed administrators.

Mr. Blair said the business, which was founded in the 1950s and
turned over GBP11 million, had been affected by cash flow
pressures due to the reduction in sales of new and used cars and
parts, according to Sleaford Standard.

The report notes that A C Williams also hopes to sell its coach
hire business that offers tours and concert trips, as well as
employee and school runs as soon as possible.


BARRATTS PRICELESS: Closes 18 Jobs Amid Administration
------------------------------------------------------
scotsman.com reports that administrators for the collapsed shoe
shop chain Barratts Priceless will shut 18 stores on Dec. 22,
including one in Scotland.

Five Barratts and 13 Priceless stores across the UK and Ireland
will close resulting in the loss of 127 jobs, with a further 60
staff members in the head office in Bradford also made being
redundant, according to scotsman.com.

The reports notes that administrator Deloitte said it will
continue to trade the remaining 173 stores as it seeks a buyer
for all or parts of the business as a going concern.
scotsman.com relays that Barratt's Kilmarnock shop is the only
outlet north of the Border among those due to close.

As reported in the Troubled Company Reporter-Europe on Dec. 12,
2011, BBC News said that Barratts Priceless Group has been placed
into administration again, placing the jobs of 3,840 people at
risk.  "Barratts and Priceless Shoes have faced a downturn in
trading as a result of the difficult economic conditions," BBC
quotes administrators Deloitte as saying.  The previous
administration of Barratts resulted in 220 of its 380 stores
being closed, BBC noted.  The firm is one of several High Street
names that have been hit hard by weak demand over the past couple
of years, BBC disclosed.

Barratts Priceless Group is a Bradford-based high street shoe
firm.  The company has 191 stores, under the Barratts and
Priceless Shoes names, in the UK.  It also operates 371
concessions in department stores around the country.


BLACK HORSE: Goes Into Administration, 180 Jobs at Risk
-------------------------------------------------------
Matthew Edwards at Swindon Adviser reports that Black Horse group
has gone into administration putting 180 jobs at risk in the
process.

A team of administrators from the corporate recovery specialist
Begbies Traynor have been called in to take over the running of
the company after it went into receivership, according to Swindon
Adviser.

The report notes that Simon Haskew and Neil Vinnicombe, of the
Bristol office of Begbies Traynor are currently assessing the
situation with a view to coming to an agreement.

"Down-turning economic conditions have made it difficult for the
company to renegotiate financial facilities and, consequently,
the directors have made the difficult decision to call in Begbies
Traynor.  At its peak the company had a turnover of nearly GBP25
million," Swindon Adviser quoted Mr. Haskew as saying.

The Cricklade-based Black Horse group is an independent ground
works and civil engineering contractor in the south west.  The
company has its head office at Common Hill, Cricklade, as well as
bases in Rogiet, South Wales and Wellington, Somerset and employs
about 220 people in total.


DFS FURNITURE: Moody's Cuts Corporate Family Rating to 'B2'
-----------------------------------------------------------
Moody's Investor Service has lowered to B2 from B1 the Corporate
Family Rating (CFR), the Probability of Default Rating (PDR) and
the senior secured rating of DFS Furniture Holdings plc. The
outlook is stable.

Ratings Rationale

The rating action reflects the recent deterioration in earnings
in the first quarter of FY20112 (to October 2011), with the
reported EBITDA falling to GBP8.7 million from GBP15.2 million a
year earlier. Given the general outlook for discretionary
spending in the UK, Moody's believes that the company's metrics
are unlikely to meet the guidance for the previous rating
category, notably for gross adjusted leverage to trend below
5.5x. As of October 2011 Moody's estimates this metric to be at
6.0x.

The most recent weakening in profits is amidst a gradual
weakening in top-line sales in recent quarters, with the latest
quarter showing a 14.3% decline, which the company attributed to
the general decline in demand. While Moody's notes that earnings
until FYE2011 (to July) had remained resilient, this was mainly
attributable to internal cost initiatives, and notably more
efficient media purchasing, although Moody's also believes that
such initiatives may not be sufficient to offset the impact on
credit metrics if demand continues to weaken. In the first
quarter of FY2012, the company reported an increase in cost of
sales relative to turnover (91% versus 88% a year earlier),
partly as a result of increased fixed costs relative to turnover
and also the cost of launching new stores.

The company's liquidity remains solid, and is supported by a
GBP47.2 million cash balance as of October 2011, and an undrawn
RCF of GBP30 million, which contains one leverage covenant with
strong headroom. Moody's liquidity analysis factors in the
company's intention to pay a GBP17 million dividend to
shareholders. As the debt structure consists entirely of the
original notes due 2017, with the undrawn RCF maturing in 2016,
the company does not report any short-term debt. As indicated
above, the company has remained free cash flow generative under
private ownership, although Moody's believes this may diminish in
the current year as capital spending accelerates amidst weaker
earnings.

At this time, metrics are deemed adequate for the current B2
rating. Moody's stable outlook therefore assumes that the company
will be able to offset any future declines in comparable sales
either by further cost initiatives or as the benefits of new
store openings materialize. Nevertheless, Moody's expects DFS's
top-line growth to remain under pressure. Should this result in a
further earnings decline, with gross adjusted leverage rising
above 6.5x on a continued basis, the rating or outlook would
likely come under further pressure. Although not anticipated at
this time, should earnings show a gradual strengthening, with
gross adjusted debt falling below 5.5x, this could be positive
for the rating or outlook.

The principal methodology used in rating DFS Funriture Holdings
plc was the Global Retail Industry Methodology published in June
2011. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

DFS is the leading retailer in the UK upholstered furniture
market. As of October 2011, the company operated 80 sofa and 5
dining stores across the UK with approximately 1.2 million square
feet of selling space. The company is based in Doncaster, and
reported GBP638.4 million and GBP46 million in revenues and
operating profits respectively during the fiscal year ending July
2011.


HELIX CAPITAL: S&P Raises Rating on EUR15-Mil. Notes From 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit rating to
'BBB- (sf)' from 'BB- (sf)' on Helix Capital (Jersey) Ltd.'s
series 2006-15 EUR15 million secured floating-rate notes and
Sceptre Capital B.V.'s series 2006-6.

The rating action follows Banc of America Securities Ltd. (as
arranger) restructuring the transaction, at the request of the
noteholders. As a result of the restructuring, the scheduled
maturity was extended to June 2016 from June 2014, there were
changes to the reference portfolio, and the level of credit
enhancement was increased. In addition, the collateral has been
substituted. The new collateral is EUR15,450,000 notes, due June
2016, issued by Bank of America Corp. (ISIN: XS0433130456).

"In our opinion, the level of credit enhancement is now
sufficient to support a 'BBB- (sf)' rating. We have therefore
raised our rating to 'BBB- (sf)' from 'BB- (sf)'. The synthetic
rated overcollateralization (SROC) level achieved at the 'BBB-'
rating level is 101.12%," S&P said.

Sceptre Capital's series 2006-6 is a repack transaction in which
the underlying asset is Helix Capital (Jersey)'s series 2006-15.
Therefore, we have raised our rating on series 2006-6 to 'BBB-
(sf)'.

                          What Is SROC?

"One of the main steps in our rating analysis is the review of
the credit quality of the securitized assets. SROC is one of the
tools we use for this purpose when rating and surveilling ratings
assigned to most synthetic CDO tranches. SROC is a measure of the
degree by which the credit enhancement (or attachment point) of a
tranche exceeds the stressed loss rate assumed for a given rating
scenario. It is comparable across different tranches of the same
rating," S&P said.

             Standard & Poor's 17g-7 Disclosure Report

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Reports
included in this credit rating report are available at:

          http://standardandpoorsdisclosure-17g7.com


HOUSEMAN & FALSHAW: Goes Into Administration, Cuts 70 Jobs
----------------------------------------------------------
Harrogate News reports that Houseman & Falshaw has gone into
administration, cutting 70 jobs in the process.

KPMG LLP was appointed as joint administrators on Dec. 12, 2011.

The company's 8,000-sq. ft. steel fabrication plant on Jubilee
Court, Copgrove closed on Dec. 21, according to Harrogate News.

Headquartered in Harrogate, Houseman & Falshaw was established in
1979 as a Construction Design and Build specialist.  The business
was formed by Stuart Falshaw and Robin Houseman and had
previously developed a turnover of over GBP10 million per annum.


HPJ & JEWEL: In Administration for Second Time This Year
--------------------------------------------------------
Professional Jeweller reports that unforgiving trading conditions
are being blamed for Half Price Jewellers (HPJ) and Jewel Nation
falling into administration for the second time this year.

Stores forming part of the HPJ and Jewel Nation chains have been
affected after leading discount jewelers Gemstone Retail Limited
and Gemstone Operations Limited were placed into administration
on December 8, according to Professional Jeweller.

Professional Jeweller discloses that it followed the acquisition
of 78 HPJ and Jewel Nation stores in February this year from
previous administrator KPMG by retail turnaround specialist
Gordon Brothers Europe.  The report relates that despite
restructuring the business in a bid to move it out of financial
difficulty, turnover is said to have been 10% below budget.

The stores will continue to trade over Christmas to ensure they
can maximize on selling gift-oriented stock, the report notes.

Professional Jeweller says that a Notice of Intention to Appoint
an Administrator was filed on November 17 this year and a
campaign set in motion to try to sell the business and its
assets.

Professional Jeweller relates that despite indicative offers for
the business, final offers failed to promise creditors a better
return than realization.  This has led to the most recent
announcement that the company will once again go into
administration, the report notes.

Professional Jeweller discloses that Simon Thomas and Robert Pick
of Moorfield Corporate Recover are appointed as administrators
with plans to find buyer for the business.

HPJ is currently holding a clearance sale, the report adds.


LONDON & REGIONAL: Moody's Cuts Rating on Class C Notes to 'B1'
---------------------------------------------------------------
Moody's Investors Service has downgraded these Notes issued by
London & Regional Debt Securitisation No. 2 plc (amounts
reflecting initial outstanding):

GBP190M A Commercial Mortgage Backed Floating Rate Notes
Certificate, Downgraded to Aa2 (sf); previously on Sep 20, 2011
Aaa (sf) Placed Under Review for Possible Downgrade

GBP16M B Commercial Mortgage Backed Floating Rate Notes
Certificate, Downgraded to Baa2 (sf); previously on Sep 20, 2011
A3 (sf) Placed Under Review for Possible Downgrade

GBP50M C Commercial Mortgage Backed Floating Rate Notes
Certificate, Downgraded to B1 (sf); previously on Sep 20, 2011
Ba1 (sf) Placed Under Review for Possible Downgrade

The Class A, Class B and Class C Notes were placed on review for
possible downgrade on September 20, 2011. The action concludes
Moody's review of the transaction.

Ratings Rationale

The downgrade action reflects Moody's increased loss expectation
for the pool since its last review. This is primarily due to an
increase in the refinancing risk for the securitized loan
resulting from (i) a further downward adjustment to the portfolio
value which translates into a loan-to-value (LTV) ratio of 117%
for the whole loan at its maturity date in October 2013, (ii) the
dormant refinancing market, especially for highly leveraged
loans, and (iii) the uncertainty with respect to the path and
timing for a recovery of the lending market in the UK.

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.

In general, Moody's analysis reflects a forward-looking view of
the likely range of commercial real estate 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 such as
property value or loan refinancing probability for instance, may
indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. 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 2013, while
remaining subject to strict underwriting criteria and heavily
dependent on the underlying property quality, (ii) strong
differentiation between prime and secondary properties, with
further value declines expected for non-prime 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 anticipated economic recovery. Overall, Moody's central
global macroeconomic scenario is for a material slowdown in
growth in 2012 for most of the world's largest economies fueled
by fiscal consolidation efforts, household and banking sector
deleveraging and persistently high unemployment levels.

As noted in Moody's comment 'Rising Severity of Euro Area
Sovereign Crisis Threatens Credit Standing of All EU Sovereigns'
(28 November 2011), the risk of sovereign defaults or the exit of
countries from the Euro area is rising. As a result, Moody's
could lower the maximum achievable rating for structured finance
transactions in some countries, which could result in rating
downgrades.

Moody's Portfolio Analysis

London & Regional Debt Securitisation No. 2 plc closed in July
2006 and represents the securitization of one commercial mortgage
loan advanced to a borrower which is part of the London &
Regional Group. The securitized loan is the senior portion of a
senior/ junior loan structure and is currently secured by a
portfolio of 24 properties located throughout the UK. The
portfolio exhibits average concentration in terms of property
type with 36% of the portfolio (by underwriter's market value)
secured by office properties, followed by 25% hotel and 27%
leisure (mainly nightclubs and casino) properties. Sixty-eight
percent of the portfolio is located in the Greater London area.

The borrower has the flexibility to sell properties. The specific
criteria for disposals include, inter alia, no event of default
is outstanding and the net disposal proceeds must at least equal
the allocated loan amount plus 10% release premium for each
property and certain additional amounts. During 2007, the
borrower sold a total of three properties the proceeds of which
were allocated on a pro-rata basis to the junior (B-Loan) and the
senior securitized debt (A-Loan) followed by a pro-rata
allocation to the noteholders. The A-Loan currently amounts to
GBP 237.7 million and the B-Loan to GBP 106.2 million. The A-Loan
is interest-only, while the B-Loan amortizes via cash sweep. The
interest coverage ratio (ICR) on the A-Loan as per October 2011
is 1.7x and 1.1x for the B-Loan.

Portfolio cash flows continue to be diversified, secured by 120
leases in place with a weighted average lease term to expiry of
9.9 years compared with 12.9 years at closing. The overall
physical vacancy reported in October 2011 is 7% compared with 2%
at closing. Of the largest ten properties in the portfolio, the
retail property in Stratford-upon-Avon (6% of the portfolio) has
had a large increase in its vacancy with currently 64% of the
space being reported as vacant compared with 6% at closing.

The portfolio does exhibit near-term rollover risk with 7% of the
total rental income either expiring or having a break option by
the loan maturity in October 2013. Importantly, 38% of the
portfolio income rolls by the legal final maturity of the Notes
in October 2015 when including the break options. The fourth
largest property in the pool (11% of the portfolio), the Emperor
House office property in London, is one such asset that has near
term rollover risk, as its single tenant has a break option in
September 2014.

In determining the value of the portfolio at refinancing of the
loan, Moody's made certain allowances for costs associated with
finding new tenants and managing the overall lease profile.
Specifically with respect to the third largest property in the
portfolio, the Green Park Hotel which is leased to Stakis Limited
(a subsidiary of Hilton Hotels Corporation) until May 2024,
Moody's made its own assumptions on the rental income as it
switches from a fixed payment to a variable payment based on 33%
of turnover in 2014. Moody's was not able to obtain information
on the underlying performance of the hotel.

Based on its latest assessment of the portfolio, Moody's
estimates the portfolio value to be GBP 292 million at
refinancing of the loan which implies a haircut of 30% to the U/W
value as per closing and results in a whole loan LTV ratio of
approximately 117%. Based on (i) the loan size and its leverage,
(ii) the exposure of the portfolio to specialized property types
such as leisure and hotel, and (iii) the expected state of the
lending market, Moody's has increased the loan's refinancing
default probability to high (>75%) compared with its previous
assessment. Similar to its previous analysis, Moody's
incorporated into its loan loss severity assessment the potential
cash trapping at the A-loan level upon a default until the
completion of the work-out of the loan.

Compared with some other single-borrower transactions in EMEA,
Moody's expected loss on the securitized loan is small.
Nevertheless, it has increased since its previous review of the
portfolio. With a note-to-value (NTV) ratio of 81%, the Class C
Notes as the most junior notes is most exposed to the increased
refinancing risk of the portfolio; hence, were downgraded by
three notches to B1. Moody's estimates the NTV ratio as 60% for
the Class A Notes and as 65% for the Class B Notes at refinancing
of the underlying loan.

In its analysis, Moody's assumed that upon a default of the loan
at its maturity date, the noteholders, in particular the holders
of the Class A Notes, would have sufficient control over the
work-out of the loan and be able to instruct the borrower
security trustee to take enforcement action. The expected
principal loss on the securitized debt will likely crystallize
towards the end of the transaction term given the default risk of
the loan at its maturity date and the anticipated work-out
strategy for the loan.

The methodologies used in this rating were Moody's Approach to
Real Estate Analysis for CMBS in EMEA: Portfolio Analysis (MoRE
Portfolio) published in April 2006, and Update on Moody's Real
Estate Analysis for CMBS Transaction in EMEA published in June
2005.

Other factors used in this rating are described in EMEA CMBS:
2011 Central Scenarios published in February 2011.

The updated assessment is a result of Moody's on-going
surveillance of commercial mortgage backed securities (CMBS)
transactions. Moody's prior assessment is summarized in a press
release dated 27 March 2009. The last Performance Overview for
this transaction was published on 30 November 2011.

In rating this transaction, Moody's used both MoRE Portfolio and
MoRE Cash Flow to model the cash-flows and determine the loss for
each tranche. MoRE Portfolio evaluates a loss distribution by
simulating the defaults and recoveries of the underlying
portfolio of loans using a Monte Carlo simulation. This portfolio
loss distribution, in conjunction with the loss timing calculated
in MoRE Portfolio is then used in MoRE Cash Flow, where for each
loss scenario on the assets, the corresponding loss for each
class of notes is calculated taking into account the structural
features of the notes. As such, Moody's analysis encompasses the
assessment of stressed scenarios.


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


* BOND PRICING: For the Week December 19 to December 23, 2011
-------------------------------------------------------------

Issuer                  Coupon      Maturity  Currency     Price
------                  ------      --------  --------     -----

AUSTRIA
-------
BA CREDITANSTALT          5.470     8/28/2013      EUR      56.13
BAWAG                     5.400     2/12/2023      EUR      53.08
BAWAG                     5.310     2/12/2023      EUR      52.58
BAWAG                     5.430     2/26/2024      EUR      47.75
HAA-BANK INTL AG          5.270      4/7/2028      EUR      41.68
HYPO-WOHNBAUBANK          3.625      8/8/2023      EUR      65.22
IMMOFINANZ                4.250      3/8/2018      EUR       3.42
KOMMUNALKREDIT            4.900     6/23/2031      EUR      43.75
KOMMUNALKREDIT            5.430     2/13/2024      EUR      55.38
KOMMUNALKREDIT            6.080    12/13/2018      EUR      69.75
KOMMUNALKREDIT            4.440    12/20/2030      EUR      41.00
OESTER VOLKSBK            5.270      2/8/2027      EUR      37.61
OESTER VOLKSBK            4.750     4/30/2021      EUR      69.56
OESTER VOLKSBK            4.160     5/20/2025      EUR      71.72
OESTER VOLKSBK            4.810     7/29/2025      EUR      62.38
OESTER VOLKSBK            4.170     7/29/2015      EUR      62.38
RAIFF ZENTRALBK           5.500    12/29/2023      EUR      53.96
RAIFF ZENTRALBK           5.730    12/11/2023      EUR      55.56
RAIFF ZENTRALBK           5.470     2/28/2028      EUR      49.01
RAIFF ZENTRALBK           4.500     9/28/2035      EUR      37.84
RAIFFEISEN BK IN          6.625     5/18/2021      EUR      69.02

BELGIUM
-------
ECONOCOM GROUP            4.000      6/1/2016      EUR      20.06
IDEAL STANDARD I         11.750      5/1/2018      EUR      60.00
IDEAL STANDARD I         11.750      5/1/2018      EUR      60.00
ONTEX IV                  9.000     4/15/2019      EUR      67.25
ONTEX IV                  9.000     4/15/2019      EUR      68.00

BULGARIA
--------
PETROL AD-SOFIA           8.375     1/26/2012      EUR      70.25

CYPRUS
------
AVANGARDCO INVES         10.000    10/29/2015      USD      75.50
CYPRUS GOVT BOND          4.600    10/23/2018      EUR      61.42
CYPRUS GOVT BOND          4.600     4/23/2018      EUR      61.23
CYPRUS GOVT BOND          5.100     1/29/2018      EUR      63.06
CYPRUS GOVT BOND          5.600     4/15/2017      EUR      64.96
CYPRUS GOVT BOND          4.500      4/2/2017      EUR      61.35
CYPRUS GOVT BOND          4.500     2/15/2017      EUR      61.49
CYPRUS GOVT BOND          4.500      1/4/2017      EUR      61.69
CYPRUS GOVT BOND          4.500     9/28/2017      EUR      60.98
CYPRUS GOVT BOND          4.500     10/9/2016      EUR      62.14
CYPRUS GOVT BOND          4.500     7/11/2016      EUR      62.72
CYPRUS GOVT BOND          5.000      6/9/2016      EUR      63.30
CYPRUS GOVT BOND          4.500      6/2/2016      EUR      62.99
CYPRUS GOVT BOND          6.600    10/26/2016      EUR      68.57
CYPRUS GOVT BOND          4.500      1/2/2016      EUR      64.24
CYPRUS GOVT BOND          4.750     12/2/2015      EUR      63.35
CYPRUS GOVT BOND          3.750     11/1/2015      EUR      60.71
CYPRUS GOVT BOND          4.750     9/30/2015      EUR      64.00
CYPRUS GOVT BOND          4.500     3/30/2016      EUR      63.47
CYPRUS GOVT BOND          6.000     4/20/2015      EUR      68.87
CYPRUS GOVT BOND          6.000     2/28/2015      EUR      71.42
CYPRUS GOVT BOND          6.000     1/20/2015      EUR      71.93
CYPRUS GOVT BOND          6.000      1/4/2015      EUR      70.81
CYPRUS GOVT BOND          5.250      6/9/2015      EUR      66.53
CYPRUS GOVT BOND          6.000    11/18/2014      EUR      72.76
CYPRUS GOVT BOND          4.500     2/26/2014      EUR      74.35
CYPRUS GOVT BOND          5.000     1/20/2014      EUR      74.40
CYPRUS GOVT BOND          3.750      6/3/2013      EUR      78.18
CYPRUS GOVT BOND          6.500     8/25/2021      EUR      66.77
CYPRUS GOVT BOND          6.000      6/9/2021      EUR      65.20
CYPRUS GOVT BOND          5.350      6/9/2020      EUR      63.27
CYPRUS GOVT BOND          6.100     4/20/2020      EUR      66.80
CYPRUS GOVT BOND          4.625      2/3/2020      EUR      61.14
CYPRUS GOVT BOND          6.100     6/24/2019      EUR      68.03
CYPRUS GOVT BOND          4.600     2/26/2019      EUR      61.65
CYPRUS GOVT BOND          6.000      1/3/2015      EUR      72.16
MARFIN POPULAR            4.375     9/21/2012      EUR      72.16
MARFIN POPULAR            4.350    11/20/2014      EUR      33.75
REP OF CYPRUS             4.750     2/25/2016      EUR      64.03
REP OF CYPRUS             4.375     7/15/2014      EUR      64.15
FIN-DANISH IND            4.910      7/6/2021      EUR      55.50
KOMMUNEKREDIT             0.500      2/3/2016      TRY      73.53
KOMMUNEKREDIT             0.500    12/14/2020      ZAR      46.23
M-REAL SERLA              9.400     6/25/2014      USD      74.88
MUNI FINANCE PLC          0.500     3/17/2025      CAD      53.25
MUNI FINANCE PLC          0.250     6/28/2040      CAD      20.97
MUNI FINANCE PLC          0.500    11/21/2018      TRY      68.42
MUNI FINANCE PLC          0.500    11/16/2017      TRY      62.98
MUNI FINANCE PLC          0.500    11/21/2018      ZAR      61.24
MUNI FINANCE PLC          0.500     4/27/2018      ZAR      61.69
MUNI FINANCE PLC          1.000     6/30/2017      ZAR      68.47
MUNI FINANCE PLC          0.500    11/17/2016      ZAR      72.65
MUNI FINANCE PLC          0.500    10/27/2016      ZAR      71.74
MUNI FINANCE PLC          0.500    10/27/2016      TRY      74.72
MUNI FINANCE PLC          0.500     4/26/2016      ZAR      73.71
MUNI FINANCE PLC          0.500      2/9/2016      ZAR      75.00
MUNI FINANCE PLC          0.500    12/20/2018      ZAR      66.15
MUNI FINANCE PLC          0.500     9/24/2020      CAD      70.46
MUNI FINANCE PLC          0.500    11/25/2020      ZAR      49.23
MUNI FINANCE PLC          0.500    11/10/2021      NZD      65.12
MUNI FINANCE PLC          0.500    12/21/2021      NZD      71.51
TALVIVAARA                4.000    12/16/2015      EUR      66.70

FRANCE
------
AIR FRANCE-KLM            4.970      4/1/2015      EUR      10.61
ALCATEL-LUCENT            5.000      1/1/2015      EUR       2.36
ALTRAN TECHNOLOG          6.720      1/1/2015      EUR       4.47
ASSYSTEM                  4.000      1/1/2017      EUR      19.92
ATOS ORIGIN SA            2.500      1/1/2016      EUR      49.96
AXA SA                    5.250     4/16/2040      EUR      72.51
BNP PARIBAS               5.290     2/25/2031      USD      72.71
BNP PARIBAS               5.260     2/25/2031      USD      72.40
BNP PARIBAS               5.303     2/23/2031      USD      72.85
BNP PARIBAS               5.325     2/22/2031      USD      73.08
BNP PARIBAS               5.405     2/18/2031      USD      73.91
BNP PARIBAS               2.890     5/16/2036      JPY      57.73
BNP PARIBAS               5.400     5/18/2031      USD      73.12
BNP PARIBAS               5.210      3/3/2031      USD      71.89
BNP PARIBAS               5.245      3/2/2031      USD      72.26
BNP PARIBAS               4.850    11/26/2030      USD      69.06
BNP PARIBAS               5.350     2/18/2031      USD      73.35
BNP PARIBAS               5.380     2/18/2031      USD      73.66
BPCE                      3.455     9/16/2025      EUR      70.77
CALYON                    6.000     6/18/2047      EUR       7.77
CALYON                    5.800    10/29/2029      USD      64.86
CAP GEMINI SOGET          3.500      1/1/2014      EUR      37.24
CAP GEMINI SOGET          1.000      1/1/2012      EUR      42.14
CEGEDIM SA                7.000     7/27/2015      EUR      68.92
CGG VERITAS               1.750      1/1/2016      EUR      26.71
CLUB MEDITERRANE          5.000      6/8/2012      EUR      12.95
CLUB MEDITERRANE          6.110     11/1/2015      EUR      17.40
CMA CGM                   8.500     4/15/2017      USD      39.83
CMA CGM                   8.500     4/15/2017      USD      44.00
CMA CGM                   8.875     4/15/2019      EUR      41.09
CMA CGM                   8.875     4/15/2019      EUR      41.17
CNP ASSURANCES            6.000     9/14/2040      EUR      61.81
CNP ASSURANCES            6.875     9/30/2041      EUR      62.92
CNP ASSURANCES            7.375     9/30/2041      GBP      69.79
CNP ASSURANCES            5.250     5/16/2023      EUR      73.43
CRED AGRICOLE SA          3.900     4/19/2021      EUR      68.45
CRED AGRICOLE SA          4.000     9/30/2022      EUR      64.93
CREDIT AGRI CIB           5.080    11/23/2030      USD      57.31
CREDIT AGRI CIB           5.680     3/22/2026      USD      73.86
CREDIT AGRI CIB           5.270      8/5/2030      USD      59.57
CREDIT AGRI CIB           4.850     9/17/2030      USD      55.48
CREDIT AGRI CIB           5.300     10/7/2030      USD      59.45
CREDIT AGRI CIB           5.300    10/12/2030      USD      59.59
CREDIT AGRI CIB           5.250    10/18/2030      USD      59.04
CREDIT AGRI CIB           5.300    10/22/2030      USD      59.52
CREDIT AGRI CIB           5.350    10/29/2030      USD      59.80
CREDIT AGRI CIB           4.910     11/3/2030      USD      56.96
CREDIT AGRI CIB           5.450     11/9/2030      USD      60.63
CREDIT AGRI CIB           5.690    11/26/2030      USD      62.72
CREDIT AGRI CIB           5.400     12/9/2030      USD      60.02
CREDIT AGRI CIB           6.000    12/23/2030      USD      65.26
CREDIT AGRI CIB           6.050     1/14/2031      USD      65.69
CREDIT AGRI CIB           5.950     1/19/2031      USD      64.79
CREDIT AGRI CIB           6.150     2/11/2031      USD      64.98
CREDIT AGRI CIB           6.220     3/17/2031      USD      66.91
CREDIT AGRI CIB           5.880      4/8/2031      USD      65.17
CREDIT AGRI CIB           5.850     5/27/2031      USD      63.23
CREDIT AGRI CIB           5.650     6/10/2031      USD      61.43
CREDIT AGRI CIB           5.610     6/15/2031      USD      61.04
CREDIT AGRI CIB           5.830     6/30/2031      USD      62.98
CREDIT AGRI CIB           5.850     6/30/2031      USD      63.17
CREDIT AGRICOLE           4.500    12/22/2019      EUR      68.07
CREDIT AGRICOLE           3.750    10/20/2020      EUR      69.50
CREDIT AGRICOLE           4.050    12/22/2020      EUR      70.60
CREDIT LOCAL FRA          3.750     5/26/2020      EUR      50.35
DEXIA CRED LOCAL          4.020     3/13/2017      EUR      69.91
DEXIA CRED LOCAL          4.110     9/18/2018      EUR      59.21
DEXIA CRED LOCAL          4.550      4/2/2020      EUR      54.64
DEXIA CRED LOCAL          4.500     2/25/2020      EUR      54.53
DEXIA CRED LOCAL          5.037      8/4/2020      EUR      55.65
DEXIA MUNI AGNCY          1.000    12/23/2024      EUR      59.31
DEXIA MUNI AGNCY          2.875     4/23/2030      CHF      71.01
EURAZEO                   6.250     6/10/2014      EUR      54.80
EUROPCAR GROUPE           9.375     4/15/2018      EUR      51.13
EUROPCAR GROUPE           9.375     4/15/2018      EUR      50.48
FAURECIA                  4.500      1/1/2015      EUR      20.07
FONCIERE REGIONS          3.340      1/1/2017      EUR      71.39
GIE PSA TRESORER          6.000     9/19/2033      EUR      64.41
GROUPAMA SA               7.875    10/27/2039      EUR      44.25
INGENICO                  2.750      1/1/2017      EUR      42.14
ITALCEMENTI FIN           5.375     3/19/2020      EUR      70.85
IXIS CIB                  5.400      1/9/2033      EUR      68.65
LABCO SAS                 8.500     1/15/2018      EUR      74.39
MAUREL ET PROM            7.125     7/31/2015      EUR      16.00
MAUREL ET PROM            7.125     7/31/2014      EUR      17.22
NEXANS SA                 4.000      1/1/2016      EUR      57.12
NOVASEP HLDG              9.750    12/15/2016      USD      48.88
ORPEA                     3.875      1/1/2016      EUR      43.42
PAGESJAUNES FINA          8.875      6/1/2018      EUR      65.88
PAGESJAUNES FINA          8.875      6/1/2018      EUR      65.84
PEUGEOT SA                4.450      1/1/2016      EUR      23.20
PIERRE VACANCES           4.000     10/1/2015      EUR      69.19
PUBLICIS GROUPE           1.000     1/18/2018      EUR      48.76
PUBLICIS GROUPE           3.125     7/30/2014      EUR      36.39
SOC AIR FRANCE            2.750      4/1/2020      EUR      20.81
SOCIETE GENERALE          5.940     3/14/2031      USD      62.98
SOCIETE GENERALE          5.860     3/11/2031      USD      62.29
SOCIETE GENERALE          5.900     3/10/2031      USD      62.65
SOCIETE GENERALE          5.860     4/26/2031      USD      62.45
SOCIETE GENERALE          5.920     3/17/2031      USD      62.79
SOCIETE GENERALE          5.910     3/16/2031      USD      62.71
SOCIETE GENERALE          6.010     3/15/2031      USD      63.60
SOITEC                    6.250      9/9/2014      EUR       7.60
TEM                       4.250      1/1/2015      EUR      51.07
THEOLIA                   2.700      1/1/2041      EUR       8.03

GERMANY
-------
BAYERISCHE HYPO           5.000    12/21/2029      EUR      59.35
BAYERISCHE LNDBK          4.500      2/7/2019      EUR      64.41
BHW BAUSPARKASSE          5.450     2/20/2023      EUR      57.13
BHW BAUSPARKASSE          5.640     1/30/2024      EUR      56.63
BHW BAUSPARKASSE          4.270     1/15/2019      EUR      61.38
BHW BAUSPARKASSE          5.600     4/14/2023      EUR      57.75
COMMERZBANK AG            6.360     3/15/2022      EUR      60.81
COMMERZBANK AG            5.000     4/20/2018      EUR      12.98
COMMERZBANK AG            4.000    11/30/2017      EUR      13.71
COMMERZBANK AG            5.625    11/29/2017      EUR      64.00
COMMERZBANK AG            5.000     3/30/2018      EUR      12.99
COMMERZBANK AG            6.460     6/24/2022      EUR      60.66
COMMERZBANK AG            5.000    10/30/2017      EUR      69.60
COMMERZBANK AG            6.375     3/22/2019      EUR      70.26
COMMERZBANK AG            6.625     8/30/2019      GBP      70.43
COMMERZBANK AG            7.750     3/16/2021      EUR      72.21
COMMERZBANK AG            6.300     3/15/2022      EUR      60.66
COMMERZBANK AG            6.500     5/14/2018      EUR      72.93
COMMERZBANK AG            6.654      5/9/2018      EUR      73.99
COMMERZBANK AG            6.600     4/23/2018      EUR      73.75
DEUT GENOS-HYPBK          6.610     3/21/2022      EUR      72.29
DEUTSCHE HYP HAN          5.300    11/20/2023      EUR      55.00
DEUTSCHE HYP HAN          6.050     9/27/2022      EUR      61.25
DRESDNER BANK AG          6.375      5/8/2018      EUR      70.64
DRESDNER BANK AG          6.635     6/18/2018      EUR      71.50
DRESDNER BANK AG          7.250     6/24/2019      EUR      72.66
DRESDNER BANK AG          6.000     2/25/2020      EUR      64.97
DRESDNER BANK AG          6.550     4/14/2020      EUR      67.14
DRESDNER BANK AG          5.290     5/31/2021      EUR      57.34
DRESDNER BANK AG          6.210     6/20/2022      EUR      59.44
DRESDNER BANK AG          6.180     2/28/2023      EUR      56.08
DRESDNER BANK AG          5.700     7/31/2023      EUR      53.58
DRESDNER BANK AG          7.160     8/14/2024      EUR      58.32
DRESDNER BANK AG          7.350     6/13/2028      EUR      56.98
EUROHYPO AG               5.560     8/18/2023      EUR      52.25
EUROHYPO AG               3.830     9/21/2020      EUR      50.00
EUROHYPO AG               5.110      8/6/2018      EUR      61.75
EUROHYPO AG               6.490     7/17/2017      EUR      70.00
GOTHAER ALLG VER          5.527     9/29/2026      EUR      69.03
HAPAG-LLOYD               9.750    10/15/2017      USD      69.75
HAPAG-LLOYD               9.750    10/15/2017      USD      69.13
HECKLER & KOCH            9.500     5/15/2018      EUR      62.25
HECKLER & KOCH            9.500     5/15/2018      EUR      62.17
HEIDELBERG DRUCK          9.250     4/15/2018      EUR      58.13
HEIDELBERG DRUCK          9.250     4/15/2018      EUR      58.50
HSH NORDBANK AG           4.375     2/14/2017      EUR      49.67
HVB REAL ESTATE           6.570     3/18/2022      EUR      68.93
L-BANK FOERDERBK          0.500     5/10/2027      CAD      52.32
LB BADEN-WUERTT           5.250    10/20/2015      EUR      27.01
LB BADEN-WUERTT           2.800     2/23/2037      JPY      40.47
Q-CELLS                   6.750    10/21/2015      EUR       0.78
RHEINISCHE HYPBK          6.600     5/29/2022      EUR      59.63
SOLARWORLD AG             6.375     7/13/2016      EUR      53.09
SOLARWORLD AG             6.125     1/21/2017      EUR      51.98
STYROLUTION GRP           7.625     5/15/2016      EUR      70.63
STYROLUTION GRP           7.625     5/15/2016      EUR      70.51
TUI AG                    5.500    11/17/2014      EUR      57.30
TUI AG                    2.750     3/24/2016      EUR      36.61

GREECE
------
ATHENS URBAN TRN          4.301     8/12/2014      EUR      18.64
ATHENS URBAN TRN          4.057     3/26/2013      EUR      32.08
ATHENS URBAN TRN          5.008     7/18/2017      EUR      20.11
ATHENS URBAN TRN          4.851     9/19/2016      EUR      18.13
FAGE DAIRY IND            7.500     1/15/2015      EUR      75.00
FAGE DAIRY IND            7.500     1/15/2015      EUR      75.00
HELLENIC REP I/L          2.300     7/25/2030      EUR      20.28
HELLENIC REP I/L          2.900     7/25/2025      EUR      15.25
HELLENIC REPUB            5.200     7/17/2034      EUR      21.25
HELLENIC REPUB            6.140     4/14/2028      EUR      22.38
HELLENIC REPUB            4.590      4/8/2016      EUR      19.50
HELLENIC REPUB            2.125      7/5/2013      CHF      43.88
HELLENIC REPUB            4.625     6/25/2013      USD      44.63
HELLENIC REPUB            5.000     3/11/2019      EUR      23.75
HELLENIC REPUBLI          5.500     8/20/2014      EUR      22.10
HELLENIC REPUBLI          3.985     7/25/2014      EUR      21.65
HELLENIC REPUBLI          4.500      7/1/2014      EUR      23.38
HELLENIC REPUBLI          4.500     5/20/2014      EUR      22.18
HELLENIC REPUBLI          6.500     1/11/2014      EUR      21.83
HELLENIC REPUBLI          4.520     9/30/2013      EUR      23.75
HELLENIC REPUBLI          4.000     8/20/2013      EUR      23.56
HELLENIC REPUBLI          4.427     7/31/2013      EUR      31.00
HELLENIC REPUBLI          3.900      7/3/2013      EUR      29.75
HELLENIC REPUBLI          7.500     5/20/2013      EUR      31.84
HELLENIC REPUBLI          4.600     5/20/2013      EUR      25.84
HELLENIC REPUBLI          4.506     3/31/2013      EUR      36.79
HELLENIC REPUBLI          1.000     6/30/2012      EUR      58.63
HELLENIC REPUBLI          5.250     6/20/2012      EUR      60.50
HELLENIC REPUBLI          5.250     5/18/2012      EUR      34.00
HELLENIC REPUBLI          4.300     3/20/2012      EUR      45.00
HELLENIC REPUBLI          4.100     8/20/2012      EUR      29.00
HELLENIC REPUBLI          4.500     9/20/2037      EUR      18.81
HELLENIC REPUBLI          5.300     3/20/2026      EUR      18.82
HELLENIC REPUBLI          5.900    10/22/2022      EUR      20.00
HELLENIC REPUBLI          6.250     6/19/2020      EUR      21.33
HELLENIC REPUBLI          6.500    10/22/2019      EUR      21.66
HELLENIC REPUBLI          6.000     7/19/2019      EUR      20.02
HELLENIC REPUBLI          5.959      3/4/2019      EUR      22.80
HELLENIC REPUBLI          5.014     2/27/2019      EUR      21.72
HELLENIC REPUBLI          4.600     7/20/2018      EUR      20.07
HELLENIC REPUBLI          4.590      4/3/2018      EUR      21.04
HELLENIC REPUBLI          4.675     10/9/2017      EUR      21.11
HELLENIC REPUBLI          4.300     7/20/2017      EUR      20.08
HELLENIC REPUBLI          5.900     4/20/2017      EUR      19.64
HELLENIC REPUBLI          4.225      3/1/2017      EUR      20.36
HELLENIC REPUBLI          4.020     9/13/2016      EUR      20.22
HELLENIC REPUBLI          3.600     7/20/2016      EUR      20.04
HELLENIC REPUBLI          3.700    11/10/2015      EUR      23.50
HELLENIC REPUBLI          3.702     9/30/2015      EUR      20.36
HELLENIC REPUBLI          6.100     8/20/2015      EUR      22.17
HELLENIC REPUBLI          3.700     7/20/2015      EUR      21.05
HELLENIC REPUBLI          4.113     9/30/2014      EUR      22.16
HELLENIC REPUBLI          4.600     9/20/2040      EUR      18.95
HELLENIC REPUBLI          4.700     3/20/2024      EUR      19.77
NATL BK GREECE            3.875     10/7/2016      EUR      55.37

GUERNSEY
--------
CALYON FIN GUER           6.000      9/4/2029      USD      66.92
CREDIT AGRICOLE           5.600     2/25/2030      USD      62.35
FHB MORTGAGE BAN          4.500     3/22/2022      EUR      57.50

HUNGARY
-------
OTP BANK                  5.270     9/19/2016      EUR      73.58
REP OF HUNGARY            3.875     2/24/2020      EUR      70.74

IRELAND
-------
AIB MORTGAGE BNK          5.000      3/1/2030      EUR      46.49
AIB MORTGAGE BNK          4.875     6/29/2017      EUR      74.80
AIB MORTGAGE BNK          5.580     4/28/2028      EUR      51.94
AIB MORTGAGE BNK          5.000     2/12/2030      EUR      46.53
ALLIED IRISH BKS         12.500     6/25/2035      GBP      41.00
ALLIED IRISH BKS          5.625    11/12/2014      EUR      73.09
BANESTO FINANC            5.000      6/1/2024      EUR      74.15
BANESTO FINANC            5.000     3/23/2030      EUR      65.70
BANK OF IRELAND           4.473    11/30/2016      EUR      60.25
BANK OF IRELAND           3.780      4/1/2015      EUR      73.13
BANK OF IRELAND          10.000     2/12/2020      EUR      54.63
BANK OF IRELAND           3.585     4/21/2015      EUR      72.13
BANK OF IRELAND          10.000     2/12/2020      GBP      47.63
BANK OF IRELAND           5.600     9/18/2023      EUR      43.13
BK IRELAND MTGE           5.760      9/7/2029      EUR      49.25
BK IRELAND MTGE           5.360    10/12/2029      EUR      46.50
BK IRELAND MTGE           5.400     11/6/2029      EUR      46.73
BK IRELAND MTGE           5.450      3/1/2030      EUR      46.64
DEPFA ACS BANK            3.000    12/17/2024      CHF      75.10
DEPFA ACS BANK            0.500      3/3/2025      CAD      51.09
DEPFA ACS BANK            3.278     7/17/2026      CHF      75.01
DEPFA ACS BANK            3.250     7/31/2031      CHF      69.07
DEPFA ACS BANK            5.125     3/16/2037      USD      66.60
DEPFA ACS BANK            5.125     3/16/2037      USD      70.49
DEPFA ACS BANK            4.900     8/24/2035      CAD      70.19
DEPFA BANK PLC            3.150      4/3/2018      EUR      73.05
EBS BLDG SOCIETY          4.000     2/25/2015      EUR      70.64
IRISH LIFE PERM           4.000     3/10/2015      EUR      69.35
UT2 FUNDING PLC           5.321     6/30/2016      EUR      52.99

ITALY
-----
BANCA MARCHE              3.500     7/16/2016      EUR      74.26
BANCA MARCHE              5.500     9/16/2030      EUR      49.46
BANCA MARCHE              5.125     5/14/2024      ITL      54.51
BANCA MARCHE              4.360      1/4/2022      ITL      56.67
BANCA MARCHE              3.750      3/1/2017      EUR      72.42
BANCA MARCHE              3.200     9/27/2017      EUR      66.93
BANCA MARCHE              3.200     5/10/2017      EUR      69.27
BANCA MARCHE              4.300     5/15/2017      EUR      73.59
BANCA MARCHE              3.200     6/21/2017      EUR      68.49
BANCA MARCHE              5.250      1/1/2018      EUR      75.01
BANCA MARCHE              4.500      3/4/2018      EUR      70.79
BANCA MARCHE              4.300      1/4/2020      EUR      62.71
BANCA MARCHE              4.000      7/9/2020      EUR      59.28
BANCA MARCHE              3.900     8/17/2020      EUR      58.34
BANCA MARCHE              3.700      9/1/2020      EUR      57.22
BANCA MARCHE              5.400     9/16/2020      EUR      65.02
BANCA MARCHE              3.600    11/12/2020      EUR      55.82
BANCA MARCHE              4.000     1/10/2021      EUR      56.96
BANCA MARCHE              4.000     5/26/2021      EUR      55.53
BANCA MARCHE              4.700     8/16/2021      EUR      59.52
BANCA NAZ LAVORO          4.652      2/3/2023      EUR      73.74
BANCA POP BERGAM          6.500     9/13/2021      EUR      71.55
BANCA POP BERGAM          6.760      9/5/2021      EUR      73.12
BANCA POP BERGAM          5.000     9/12/2018      EUR      73.20
BANCA POP BERGAM          4.670    11/27/2018      EUR      70.71
BANCA POP BERGAM          1.500      3/1/2016      EUR      72.09
BANCA POP BERGAM          5.320    11/27/2022      EUR      61.29
BANCA POP BERGAM          4.680    11/27/2018      EUR      70.76
BANCA POP EMILIA          4.000     4/12/2020      EUR      72.13
BANCA POP ETRURI          4.000    12/31/2017      EUR      64.63
BANCA POP ETRURI          5.000     3/31/2021      EUR      57.50
BANCA POP ETRURI          4.150     2/16/2018      EUR      64.38
BANCA POP ETRURI          4.250      8/1/2016      EUR      74.63
BANCA POP LODI            5.250      4/3/2029      EUR      54.47
BANCA POP LODI            3.750     2/28/2018      EUR      70.81
BANCA POP LODI            3.625     3/31/2017      EUR      74.58
BANCA POP MILANO          4.000     4/23/2020      EUR      59.04
BANCA POP MILANO          3.500     6/30/2018      EUR      63.97
BANCA POP MILANO          4.500     4/18/2018      EUR      65.13
BANCA POP MILANO          4.100     3/31/2018      EUR      67.81
BANCA POP MILANO          3.875    10/15/2017      EUR      68.92
BANCA POP MILANO          3.100     9/30/2017      EUR      65.57
BANCA POP MILANO          3.625     7/16/2017      EUR      68.60
BANCA POP MILANO          3.250     6/30/2017      EUR      65.68
BANCA POP MILANO          7.125      3/1/2021      EUR      70.34
BANCA POP MILANO          3.000     1/16/2016      EUR      74.18
BANCA POP MILANO          2.900     8/30/2016      EUR      70.61
BANCA POP MILANO          3.000     9/29/2016      EUR      70.25
BANCA POP MILANO          3.375     1/15/2017      EUR      70.08
BANCA POP MILANO          3.375     4/16/2017      EUR      68.81
BANCA POP MILANO          3.000     3/31/2016      EUR      73.02
BANCA POP VICENT          4.000     5/16/2016      EUR      74.76
BANCA POP VICENT          4.000     6/15/2016      EUR      74.38
BANCA POP VICENT          5.000     3/25/2021      EUR      59.52
BANCA POP VICENT          5.000     3/31/2021      EUR      59.49
BANCA POP VICENT          4.250     9/16/2016      EUR      74.64
BANCA POP VICENT          5.290     6/28/2017      EUR      74.44
BANCA POP VICENT          4.970     4/20/2027      EUR      46.44
BANCA POP VICENT          5.000     6/30/2021      EUR      58.29
BANCA POP VICENT          5.000     5/30/2021      EUR      58.89
BANCA POP VICENT          3.750     4/29/2016      EUR      74.37
BANCA SELLA               3.600     11/5/2019      EUR      72.90
BANCO POPOLARE            4.750     4/28/2017      EUR      74.08
BANCO POPOLARE            6.000     11/5/2020      EUR      71.71
BANCO POPOLARE            3.000    10/29/2016      EUR      74.62
BANCO POPOLARE            6.375     5/31/2021      EUR      68.16
BANCO POPOLARE            2.900    11/30/2016      EUR      73.74
BP CIVIDALE               3.180     5/19/2020      EUR      69.28
BTPS                      4.000      2/1/2037      EUR      69.72
BTPS I/L                  2.350     9/15/2035      EUR      65.86
BTPS I/L                  2.100     9/15/2021      EUR      73.39
BTPS I/L                  2.600     9/15/2023      EUR      73.73
BTPS I/L                  2.550     9/15/2041      EUR      66.12
CASSA RISP CESEN          3.400      9/7/2017      EUR      74.70
CASSA RISP FERRA          4.500     11/2/2020      EUR      56.00
CASSA RISP FERRA          3.400     9/17/2017      EUR      63.50
CASSA RISP FERRA          4.575      2/2/2017      EUR      72.75
CASSA RISP FERRA          4.000     11/2/2016      EUR      71.88
CASSA RISP FERRA          3.500      3/5/2016      EUR      74.50
CIR SPA                   5.750    12/16/2024      EUR      66.17
COMUNE DI MILANO          4.019     6/29/2035      EUR      75.66
CREDITO VALTELLI          3.250     2/15/2016      EUR      74.03
CREDITO VALTELLI          3.850     7/11/2016      EUR      73.68
CREDITO VALTELLI          5.100     4/12/2017      EUR      75.44
FINMECCANICA SPA          4.875     3/24/2025      EUR      65.67
INTESA SANPAOLO           4.000      9/2/2022      EUR      74.31
INTESA SANPAOLO           2.882     4/20/2020      EUR      70.52
MEDIOBANCA                2.200     12/7/2017      EUR      74.82
MONTE DEI PASCHI          5.750     9/30/2016      GBP      65.49
MONTE DEI PASCHI          3.750     8/30/2020      EUR      71.11
REP OF ITALY              2.870     5/19/2036      JPY      44.34
REP OF ITALY              1.850     9/15/2057      EUR      46.04
REP OF ITALY              2.200     9/15/2058      EUR      53.64
REP OF ITALY              4.850     6/11/2060      EUR      63.24
REP OF ITALY              2.000     9/15/2062      EUR      48.72
REP OF ITALY              5.200     7/31/2034      EUR      69.84
REP OF ITALY              4.490      4/5/2027      EUR      70.00
SANPAOLO IMI              3.750      3/2/2020      EUR      71.45
SANPAOLO IMI              5.625     3/18/2024      GBP      77.04
SEAT PAGINE              10.500     1/31/2017      EUR      55.25
SEAT PAGINE              10.500     1/31/2017      EUR      55.00
SEAT PAGINE              10.500     1/31/2017      EUR      54.75
SEAT PAGINE              10.500     1/31/2017      EUR      55.00
TELECOM ITALIA            5.250     3/17/2055      EUR      65.40
UBI BANCA SPCA            6.250    11/18/2018      EUR      48.11
UBI BANCA SPCA            4.600     7/28/2018      EUR      72.77
UNICREDIT SPA             6.700      6/5/2018      EUR      70.52
UNICREDIT SPA             4.350     8/25/2022      EUR      69.40
UNICREDIT SPA             5.050     4/25/2022      EUR      61.46
UNICREDIT SPA             6.040      3/3/2023      EUR      65.93
UNICREDIT SPA             6.125     4/19/2021      EUR      72.84
UNICREDIT SPA             5.160     6/14/2020      EUR      65.53
UNICREDIT SPA             5.000     4/21/2021      EUR      63.10
UNICREDIT SPA             4.500     9/22/2019      EUR      71.08
UNICREDIT SPA             5.370     6/19/2019      EUR      73.48
UNICREDIT SPA             4.750     4/26/2020      EUR      63.71
UNICREDITO ITALI          5.750     9/26/2017      EUR      73.69
UNICREDITO ITALI          3.950      2/1/2016      EUR      71.12
UNICREDITO ITALI          5.000      2/1/2016      GBP      62.54
UNICREDITO ITALI          6.375    10/16/2018      GBP      71.00
UNICREDITO ITALI          4.750     4/12/2027      EUR      63.63
UNIPOL ASSICURAZ          5.660     7/28/2023      EUR      52.00
VENETO BANCA              3.500     5/16/2016      EUR      73.83

LUXEMBOURG
----------
ARCELORMITTAL             7.250      4/1/2014      EUR      23.12
CONTROLINVESTE            3.000     1/28/2015      EUR      63.44
ESFG INTERNATION          6.875    10/21/2019      EUR      54.38
FINMECCANICA FIN          5.250     1/21/2022      EUR      66.51
INTRALOT LUX SA           2.250    12/20/2013      EUR      74.75
KION FINANCE              7.875     4/15/2018      EUR      73.88
KION FINANCE              7.875     4/15/2018      EUR      74.17
TELECOM IT CAP            6.375    11/15/2033      USD      74.29
TELECOM IT CAP            6.000     9/30/2034      USD      78.00
TELECOM IT CAP            6.375    11/15/2033      USD      74.29
TELECOM IT CAP            6.375    11/15/2033      USD      74.00
UBI BANCA INT             8.750    10/29/2012      EUR      66.97

NETHERLANDS
-----------
APP INTL FINANCE         11.750     10/1/2005      USD       0.01
ASTANA FINANCE            7.875      6/8/2010      EUR       8.50
ASTANA FINANCE            9.000    11/16/2011      USD       8.34
BK NED GEMEENTEN          0.500     2/24/2025      CAD      62.94
BK NED GEMEENTEN          0.500     6/22/2016      TRY      71.02
BK NED GEMEENTEN          0.500     9/15/2016      TRY      70.02
BK NED GEMEENTEN          0.500      3/3/2021      NZD      66.74
BK NED GEMEENTEN          0.500     3/29/2021      USD      72.71
BK NED GEMEENTEN          0.500     3/17/2016      TRY      72.22
BK NED GEMEENTEN          0.500     4/27/2016      TRY      71.70
BK NED GEMEENTEN          0.500     3/29/2021      NZD      66.47
BK NED GEMEENTEN          0.500     5/25/2016      TRY      71.37
BK NED GEMEENTEN          0.500     5/12/2021      ZAR      44.01
BK NED GEMEENTEN          0.500     6/22/2021      ZAR      43.58
BLT FINANCE BV            7.500     5/15/2014      USD      39.13
BLT FINANCE BV            7.500     5/15/2014      USD      40.00
BRIT INSURANCE            6.625     12/9/2030      GBP      52.00
CEMEX FIN EUROPE          4.750      3/5/2014      EUR      75.43
CLONDALKIN BV             8.000     3/15/2014      EUR      73.13
CLONDALKIN BV             8.000     3/15/2014      EUR      73.13
DEXIA FUNDING             5.875      2/9/2017      GBP      57.12
ELEC DE CAR FIN           8.500     4/10/2018      USD      59.13
FINANCE & CREDIT         10.500     1/25/2014      USD      55.00
FRIESLAND BANK            4.210    12/29/2025      EUR      60.02
FRIESLAND BANK            5.320     2/26/2024      EUR      72.38
INDAH KIAT INTL          12.500     6/15/2006      USD       0.01
ING BANK NV               4.200    12/19/2035      EUR      65.87
ING BANK NV               5.380    10/28/2031      USD      73.41
ING BANK NV               5.230     9/30/2031      USD      71.97
KBC IFIMA NV              4.000     9/20/2020      EUR      72.74
KBC IFIMA NV              4.600     9/13/2021      EUR      74.07
LEHMAN BROS TSY           4.870     10/8/2013      USD      33.00
MAGYAR TELECOM            9.500    12/15/2016      EUR      67.63
MAGYAR TELECOM            9.500    12/15/2016      EUR      67.88
MARFRIG HLDG EUR          8.375      5/9/2018      USD      72.50
MARFRIG HLDG EUR          8.375      5/9/2018      USD      73.66
NATL INVESTER BK         25.983      5/7/2029      EUR       9.40
NED WATERSCHAPBK          0.500     3/11/2025      CAD      60.89
NIB CAPITAL BANK          4.510    12/16/2035      EUR      48.43
POLYSINDO FIN             9.375     7/30/2007      USD       0.01
PORTUGAL TEL FIN          4.375     3/24/2017      EUR      73.20
PORTUGAL TEL FIN          4.500     6/16/2025      EUR      60.08
PORTUGAL TEL FIN          5.000     11/4/2019      EUR      69.16
Q-CELLS INTERNAT          5.750     5/26/2014      EUR      21.16
RABOBANK                  0.500    11/26/2021      ZAR      50.04
RABOBANK                  0.500    10/27/2016      ZAR      71.97
RBS NV                    0.576    11/16/2030      USD      71.00
RBS NV EX-ABN NV          5.000     2/27/2037      EUR      68.00
RBS NV EX-ABN NV          2.910     6/21/2036      JPY      62.34
SNS BANK                  5.250     4/11/2023      EUR      61.45
SNS BANK                  6.625     5/14/2018      EUR      72.89
SNS BANK                  5.000     1/30/2019      EUR      73.99
SNS BANK                  5.000     3/15/2019      EUR      73.77
SNS BANK                  6.250    10/26/2020      EUR      63.81
SNS BANK                  4.650    10/19/2021      EUR      62.34
SNS BANK                  5.300     1/27/2023      EUR      62.54
SNS BANK                  4.580     3/20/2026      EUR      50.32
SNS BANK                  5.215     12/3/2027      EUR      53.66
SRLEV NV                  9.000     4/15/2041      EUR      64.08
TJIWI KIMIA FIN          13.250      8/1/2001      USD       0.01

NORWAY
------
EKSPORTFINANS             2.500     4/29/2019      CHF      72.62
EKSPORTFINANS             3.330     1/22/2021      CHF      73.25
EKSPORTFINANS             2.250     2/11/2021      CHF      70.11
KOMMUNALBANKEN            0.500      3/1/2016      ZAR      74.61
KOMMUNALBANKEN            0.500     7/26/2016      ZAR      72.13
KOMMUNALBANKEN            0.500     5/25/2016      ZAR      73.13
KOMMUNALBANKEN            0.500     7/29/2016      ZAR      72.00
KOMMUNALBANKEN            0.500     5/25/2018      ZAR      60.80
KOMMUNALBANKEN            0.500     7/29/2016      TRY      70.58
KOMMUNALBANKEN            0.500     3/24/2016      ZAR      74.21
NORSKE SKOGIND            7.125    10/15/2033      USD      42.50
NORSKE SKOGIND            7.125    10/15/2033      USD      42.50
NORSKE SKOGIND            7.000     6/26/2017      EUR      51.59
NORSKE SKOGIND           11.750     6/15/2016      EUR      62.50
NORSKE SKOGIND           11.750     6/15/2016      EUR      61.38
NORSKE SKOGIND            6.125    10/15/2015      USD      55.25
NORSKE SKOGIND            6.125    10/15/2015      USD      55.25
RENEWABLE CORP            6.500      6/4/2014      EUR      50.05

POLAND
------
POLAND GOVT BOND          5.000     4/25/2037      PLN      97.28
REP OF POLAND             4.250     7/20/2055      EUR      73.99

PORTUGAL
--------
BANCO COM PORTUG          4.750     6/22/2017      EUR      66.11
BANCO COM PORTUG          3.750     10/8/2016      EUR      65.64
BANCO COM PORTUG          5.625     4/23/2014      EUR      70.59
BANCO ESPIRITO            6.875     7/15/2016      EUR      69.25
BANCO ESPIRITO            3.875     1/21/2015      EUR      70.80
BANCO ESPIRITO            4.600     1/26/2017      EUR      66.53
BANCO ESPIRITO            4.600     9/15/2016      EUR      68.56
BANCO ESPIRITO            6.160     7/23/2015      EUR      72.38
BRISA                     4.500     12/5/2016      EUR      64.00
CAIXA GERAL DEPO          4.750     3/14/2016      EUR      74.75
CAIXA GERAL DEPO          5.090      6/8/2016      EUR      72.63
CAIXA GERAL DEPO          5.165      7/8/2016      EUR      72.13
CAIXA GERAL DEPO          4.570     8/12/2016      EUR      69.25
CAIXA GERAL DEPO          4.900    10/13/2016      EUR      71.00
CAIXA GERAL DEPO          5.120     11/3/2016      EUR      70.25
CAIXA GERAL DEPO          3.875     12/6/2016      EUR      70.47
CAIXA GERAL DEPO          4.455     8/20/2017      EUR      62.75
CAIXA GERAL DEPO          5.500    11/13/2017      EUR      70.25
CAIXA GERAL DEPO          4.400     10/8/2019      EUR      53.38
CAIXA GERAL DEPO          4.250     1/27/2020      EUR      65.70
CAIXA GERAL DEPO          5.320      8/5/2021      EUR      52.75
CAIXA GERAL DEPO          5.980      3/3/2028      EUR      53.88
CAIXA GERAL DEPO          5.380     10/1/2038      EUR      52.54
CAIXA GERAL DEPO          4.850     9/14/2016      EUR      70.63
METRO DE LISBOA           4.799     12/7/2027      EUR      47.42
METRO DE LISBOA           4.061     12/4/2026      EUR      44.46
METRO DE LISBOA           7.300    12/23/2025      EUR      59.91
METRO DE LISBOA           5.750      2/4/2019      EUR      50.07
MONTEPIO GERAL            5.000      2/8/2017      EUR      61.63
PARPUBLICA                5.250     9/28/2017      EUR      70.07
PARPUBLICA                3.500      7/8/2013      EUR      69.00
PARPUBLICA                4.191    10/15/2014      EUR      62.25
PARPUBLICA                3.567     9/22/2020      EUR      40.00
PARPUBLICA                4.200    11/16/2026      EUR      30.00
PORTUGAL (REP)            3.500     3/25/2015      USD      70.44
PORTUGAL (REP)            3.500     3/25/2015      USD      70.44
PORTUGUESE OT'S           4.200    10/15/2016      EUR      63.00
PORTUGUESE OT'S           3.350    10/15/2015      EUR      68.50
PORTUGUESE OT'S           4.350    10/16/2017      EUR      57.00
PORTUGUESE OT'S           3.600    10/15/2014      EUR      71.50
PORTUGUESE OT'S           4.450     6/15/2018      EUR      55.00
PORTUGUESE OT'S           4.750     6/14/2019      EUR      53.90
PORTUGUESE OT'S           4.800     6/15/2020      EUR      52.22
PORTUGUESE OT'S           3.850     4/15/2021      EUR      51.50
PORTUGUESE OT'S           4.950    10/25/2023      EUR      49.00
PORTUGUESE OT'S           6.400     2/15/2016      EUR      71.00
PORTUGUESE OT'S           4.100     4/15/2037      EUR      46.41
REFER                     4.000     3/16/2015      EUR      32.88
REFER                     4.675    10/16/2024      EUR      40.00
REFER                     4.250    12/13/2021      EUR      29.00
REFER                     4.047    11/16/2026      EUR      49.06
REFER                     5.875     2/18/2019      EUR      45.88

RUSSIA
------
ARIZK                     3.000    12/20/2030      RUB      48.86
DVTG-FINANS               7.750     7/18/2013      RUB      20.29
DVTG-FINANS              17.000     8/29/2013      RUB      55.55
IART                      8.500      8/4/2013      RUB      96.00
MIRAX                    17.000     9/17/2012      RUB      22.01
MOSMART FINANS            0.010     4/12/2012      RUB       1.00
NOK                      12.500     8/26/2014      RUB       5.00
PROMPEREOSNASTKA          1.000    12/17/2012      RUB      90.00
PROTON-FINANCE            9.000     6/12/2012      RUB      65.00
RBC OJSC                  3.270     4/19/2018      RUB      35.50
RBC OJSC                  7.000     4/23/2015      RUB      64.70
RBC OJSC                  7.000     4/23/2015      RUB      63.01

SPAIN
-----
AYT CEDULAS CAJA          4.000     3/31/2020      EUR      72.83
AYT CEDULAS CAJA          4.750     5/25/2027      EUR      60.75
AYT CEDULAS CAJA          3.750     6/30/2025      EUR      54.88
AYT CEDULAS CAJA          4.250    10/25/2023      EUR      64.41
AYT CEDULAS CAJA          3.750    12/14/2022      EUR      62.63
AYT CEDULAS CAJA          4.000     3/24/2021      EUR      70.07
BANCAJA                   1.500     5/22/2018      EUR      60.41
BANCAJA EMI SA            2.755     5/11/2037      JPY      74.24
BANCO BILBAO VIZ          6.025      3/3/2033      EUR      58.85
BANCO BILBAO VIZ          4.375    10/20/2019      EUR      72.82
BANCO BILBAO VIZ          4.500     2/16/2022      EUR      68.69
BANCO BILBAO VIZ          6.200      7/4/2023      EUR      72.81
BANCO CASTILLA            1.500     6/23/2021      EUR      58.49
BANCO POP ESPAN           5.702    12/22/2019      EUR      66.13
BBVA SUB CAP UNI          2.750    10/22/2035      JPY      44.08
CAIXA TERRASSA            4.700      8/9/2021      EUR      41.48
CAJA MADRID               5.020     2/26/2038      EUR      72.42
CAJA MADRID               4.125     3/24/2036      EUR      63.84
CAJA MADRID               4.000      2/3/2025      EUR      72.53
CAJA MADRID               5.405     7/21/2038      EUR      74.24
CEDULAS TDA 5             4.125    11/29/2019      EUR      74.40
CEDULAS TDA 6 FO          4.250     4/10/2031      EUR      49.69
CEDULAS TDA 6 FO          3.875     5/23/2025      EUR      56.55
CEDULAS TDA A-4           4.125     4/10/2021      EUR      70.93
CEDULAS TDA A-5           4.250     3/28/2027      EUR      55.80
CEMEX ESPANA LUX          8.875     5/12/2017      EUR      71.75
CEMEX ESPANA LUX          8.875     5/12/2017      EUR      71.75
CEMEX ESPANA LUX          9.250     5/12/2020      USD      78.00
COMUN AUTO CANAR          4.200    10/25/2036      EUR      70.88
COMUN AUTO CANAR          3.900    11/30/2035      EUR      59.97
COMUN NAVARRA             4.000    11/23/2021      EUR      68.62
COMUNIDAD ARAGON          4.646     7/11/2036      EUR      56.42
COMUNIDAD BALEAR          4.063    11/23/2035      EUR      72.14
COMUNIDAD MADRID          4.300     9/15/2026      EUR      70.71
DIPUTACION FOR            4.323    12/29/2023      EUR      73.39
GEN DE CATALUNYA          6.350    11/30/2041      EUR      67.64
GEN DE CATALUNYA          2.965      9/8/2039      JPY      37.85
GEN DE CATALUNYA          4.220     4/26/2035      EUR      49.81
GEN DE CATALUNYA          5.950     10/1/2030      EUR      65.05
GEN DE CATALUNYA          4.690    10/28/2034      EUR      54.01
GEN DE CATALUNYA          5.400     5/13/2030      EUR      60.96
GEN DE CATALUNYA          5.219     9/10/2029      EUR      59.76
GEN DE CATALUNYA          5.900     5/28/2030      EUR      65.52
GEN DE CATALUNYA          5.900     5/20/2024      EUR      71.07
GEN DE CATALUNYA          5.250     10/5/2023      EUR      67.79
GEN DE CATALUNYA          5.325     10/5/2028      EUR      62.12
GEN DE CATALUNYA          4.801     7/31/2020      EUR      73.23
GEN DE CATALUNYA          4.950     2/11/2020      EUR      72.60
GEN DE CATALUNYA          4.900     9/15/2021      EUR      72.50
GEN DE CATALUNYA          2.355    11/10/2015      CHF      72.98
GEN DE CATALUNYA          2.315     9/10/2015      CHF      73.71
GEN DE CATALUNYA          2.125     10/1/2014      CHF      67.71
GEN DE CATALUNYA          2.750     3/24/2016      CHF      63.62
GENERAL DE ALQUI          2.750     8/20/2012      EUR      70.98
GENERAL VALENCIA          5.900    11/30/2032      EUR      69.38
GENERAL VALENCIA          4.000     11/2/2016      EUR      81.63
IM CEDULAS 10             4.500     2/21/2022      EUR      72.59
IM CEDULAS 5              3.500     6/15/2020      EUR      69.94
IM CEDULAS 7              4.000     3/31/2021      EUR      70.82
INSTIT CRDT OFCL          2.570    10/22/2021      CHF      63.99
INSTIT CRDT OFCL          3.250     6/28/2024      CHF      62.38
INSTIT CRDT OFCL          2.100     2/23/2021      JPY      65.09
INSTITUT CATALA           4.250     6/15/2024      EUR      69.63
JUNTA ANDALUCIA           5.000     7/13/2022      EUR      73.01
JUNTA ANDALUCIA           3.170     7/29/2039      JPY      41.76
JUNTA ANDALUCIA           3.050    12/10/2020      JPY      70.12
JUNTA ANDALUCIA           3.065     7/29/2039      JPY      40.63
JUNTA ANDALUCIA           4.250    10/31/2036      EUR      73.82
JUNTA LA MANCHA           3.875     1/31/2036      EUR      62.13
JUNTA LA MANCHA           2.810    10/14/2022      JPY      55.53
MAPFRE SA                 5.921     7/24/2037      EUR      64.76
SACYR VALLEHERM           6.500      5/1/2016      EUR      72.82
SANTANDER ISSUAN          6.533    10/24/2017      GBP      74.05
SANTANDER ISSUAN          5.750     1/31/2018      GBP      75.98
SANTANDER ISSUAN          4.500     9/30/2019      EUR      74.06
SANTANDER ISSUAN          4.750     5/29/2019      EUR      74.30
XUNTA DE GALICIA          5.350    11/22/2028      EUR      70.50
XUNTA DE GALICIA          4.025    11/28/2035      EUR      46.55

SWEDEN
------
SAS AB                    7.500      4/1/2015      SEK      73.25
SWEDISH EXP CRED          0.500     6/29/2016      TRY      70.71
SWEDISH EXP CRED          2.130     1/10/2012      USD      10.01
SWEDISH EXP CRED          6.500     1/27/2012      USD       7.46
SWEDISH EXP CRED          8.000     1/27/2012      USD       2.98
SWEDISH EXP CRED          7.500     2/28/2012      USD       8.31
SWEDISH EXP CRED          7.000      3/9/2012      USD      10.39
SWEDISH EXP CRED          7.000      3/9/2012      USD      10.04
SWEDISH EXP CRED          9.750     3/23/2012      USD       7.59
SWEDISH EXP CRED          9.250     4/27/2012      USD       7.51
SWEDISH EXP CRED          7.500     6/12/2012      USD       7.18
SWEDISH EXP CRED          0.500     9/29/2015      TRY      74.28
SWEDISH EXP CRED          0.500    11/27/2015      TRY      73.52
SWEDISH EXP CRED          0.500      3/3/2016      ZAR      74.39
SWEDISH EXP CRED          0.500     6/14/2016      ZAR      72.55
SWEDISH EXP CRED          0.500     8/25/2016      ZAR      71.26
SWEDISH EXP CRED          0.500     8/26/2016      ZAR      71.29
SWEDISH EXP CRED          0.500     9/20/2016      ZAR      70.80
SWEDISH EXP CRED          0.500     9/30/2016      ZAR      70.66
SWEDISH EXP CRED          0.500     8/25/2021      ZAR      44.41
SWEDISH EXP CRED          0.500     8/26/2021      AUD      63.61
SWEDISH EXP CRED          0.500    12/17/2027      USD      55.27
SWEDISH EXP CRED          0.500     1/25/2028      USD      54.99

SWITZERLAND
-----------
CRED SUIS NY              8.000    11/16/2012      USD      56.80
UBS AG                   10.530     1/23/2012      USD      37.92
UBS AG                   10.890      3/9/2012      EUR      67.06
UBS AG                   12.730      3/9/2012      EUR      52.20
UBS AG                   12.400     3/14/2012      USD      11.51
UBS AG                    8.380     3/20/2012      USD      26.93
UBS AG                    8.720     3/20/2012      USD      28.82
UBS AG                    9.250     3/20/2012      USD      11.41
UBS AG                   10.470     3/26/2012      EUR      73.86
UBS AG                   13.470     3/26/2012      EUR      57.95
UBS AG                   13.540     3/26/2012      EUR      74.48
UBS AG                   15.050     3/26/2012      EUR      63.85
UBS AG                   15.880     3/26/2012      EUR      27.41
UBS AG                   12.350     3/27/2012      USD      23.65
UBS AG                   13.300     5/23/2012      USD       3.26
UBS AG                   13.700     5/23/2012      USD      11.14
UBS AG                   10.960     7/20/2012      USD      22.14
UBS AG                   12.040     7/31/2012      USD      23.33
UBS AG                    9.500     8/10/2012      USD      28.42
UBS AG                    9.430     8/31/2012      USD      30.37
UBS AG                   10.500    10/15/2012      USD      67.33
UBS AG                    9.400     8/23/2013      USD      54.92
UBS AG                   11.020    10/21/2013      USD      57.00
UBS AG JERSEY            10.140    12/30/2011      USD      14.46
UBS AG JERSEY             3.220     7/31/2012      EUR      40.37

UNITED KINGDOM
--------------
ABBEY NATL PLC            6.500    10/21/2030      GBP      79.44
ABBEY NATL TREAS          5.000     8/26/2030      USD      54.27
ALPHA CREDIT GRP          5.500     6/20/2013      EUR      66.63
ALPHA CREDIT GRP          4.000    11/16/2012      EUR      74.13
ALPHA CREDIT GRP          4.400     2/12/2013      EUR      70.13
ALPHA CREDIT GRP          3.250     2/25/2013      EUR      67.13
ALPHA CREDIT GRP          4.500     6/21/2013      EUR      62.63
ALPHA CREDIT GRP          6.000     6/20/2014      EUR      56.50
BAKKAVOR FIN 2            8.250     2/15/2018      GBP      67.00
BAKKAVOR FIN 2            8.250     2/15/2018      GBP      67.00
BANK OF SCOTLAND          2.359     3/27/2029      JPY      58.87
BANK OF SCOTLAND          2.408      2/9/2027      JPY      63.91
BANK OF SCOTLAND          2.340    12/28/2026      JPY      64.66
BANK OF SCOTLAND          2.860    12/13/2021      CHF      72.60
BARCLAYS BK PLC           5.250     8/29/2031      USD      71.77
BARCLAYS BK PLC           8.000     9/28/2012      USD      10.02
BARCLAYS BK PLC           8.000     9/11/2012      USD       9.36
BARCLAYS BK PLC           9.500     8/31/2012      USD      22.35
BARCLAYS BK PLC           9.250     8/31/2012      USD      31.55
BARCLAYS BK PLC           9.000     8/28/2012      USD      10.00
BARCLAYS BK PLC          10.800     7/31/2012      USD      23.21
BARCLAYS BK PLC          11.500     7/27/2012      USD       7.51
BARCLAYS BK PLC           7.000     7/27/2012      USD       9.74
BARCLAYS BK PLC          10.000     7/20/2012      USD       8.26
BARCLAYS BK PLC           8.000     6/29/2012      USD       8.73
BARCLAYS BK PLC           9.250     1/31/2012      USD       7.32
BARCLAYS BK PLC           8.550     1/23/2012      USD      11.33
BARCLAYS BK PLC           5.000      6/3/2041      USD      71.28
BARCLAYS BK PLC           5.200     8/29/2031      USD      72.97
BARCLAYS BK PLC           5.230     8/26/2031      USD      73.36
BARCLAYS BK PLC           5.200     8/25/2031      USD      73.30
BARCLAYS BK PLC           5.100     5/26/2031      USD      74.28
BARCLAYS BK PLC           4.320    11/29/2030      USD      75.00
BARCLAYS BK PLC           9.000    10/16/2012      USD      10.37
BARCLAYS BK PLC           8.500    10/16/2012      USD       9.73
BARCLAYS BK PLC          14.000     10/1/2012      USD       9.93
BARCLAYS BK PLC           9.000     10/1/2012      USD       9.47
BRADFORD&BIN BLD          4.910      2/1/2047      EUR      57.54
CEVA GROUP PLC           10.000     6/30/2018      EUR      55.75
CEVA GROUP PLC            8.500     6/30/2018      EUR      48.63
CO-OPERATIVE BNK          5.875     3/28/2033      GBP      65.60
CO-OPERATIVE BNK          5.625    11/16/2021      GBP      74.69
CO-OPERATIVE BNK          5.750     12/2/2024      GBP      68.50
CONSORT HEALTH            2.068     6/19/2042      GBP      74.42
EFG HELLAS PLC            6.010      1/9/2036      EUR      32.00
EFG HELLAS PLC            5.400     11/2/2047      EUR       9.50
EFG HELLAS PLC            4.375     2/11/2013      EUR      60.98
EMPORIKI GRP FIN          5.100     12/9/2021      EUR      20.00
EMPORIKI GRP FIN          5.000     12/2/2021      EUR      19.75
EMPORIKI GRP FIN          4.350     7/22/2014      EUR      39.13
EMPORIKI GRP FIN          4.000     2/28/2013      EUR      60.88
ENTERPRISE INNS           6.375     9/26/2031      GBP      56.38
ENTERPRISE INNS           6.875      5/9/2025      GBP      58.98
ENTERPRISE INNS           6.500     12/6/2018      GBP      65.58
ENTERPRISE INNS           6.875     2/15/2021      GBP      63.13
ESSAR ENERGY              4.250      2/1/2016      USD      58.73
EX-IM BK OF UKRA          5.793      2/9/2016      USD      69.13
GALA ELECTRIC CA         11.500      6/1/2019      GBP      53.13
GALA ELECTRIC CA         11.500      6/1/2019      GBP      52.67
GALA GROUP FIN            8.875      9/1/2018      GBP      71.34
GALA GROUP FIN            8.875      9/1/2018      GBP      71.00
HBOS PLC                  4.500     3/18/2030      EUR      55.42
HBOS PLC                  6.305    10/18/2017      GBP      75.00
HBOS PLC                  4.375    10/30/2019      EUR      66.18
HBOS PLC                  6.000     11/1/2033      USD      72.49
HBOS PLC                  6.000     11/1/2033      USD      72.49
HBOS PLC                  7.070      4/8/2023      EUR      69.22
HBOS PLC                  5.374     6/30/2021      EUR      59.25
HSBC BANK PLC             4.750     3/24/2046      GBP      70.60
INEOS GRP HLDG            7.875     2/15/2016      EUR      74.13
INEOS GRP HLDG            7.875     2/15/2016      EUR      74.21
LBG CAPITAL NO.1          7.975     9/15/2024      GBP      64.83
LBG CAPITAL NO.1          7.875     11/1/2020      USD      75.00
LBG CAPITAL NO.1          7.625    10/14/2020      EUR      69.50
LBG CAPITAL NO.1          7.869     8/25/2020      GBP      73.50
LBG CAPITAL NO.1          6.439     5/23/2020      EUR      67.93
LBG CAPITAL NO.1          7.867    12/17/2019      GBP      73.50
LBG CAPITAL NO.1          7.588     5/12/2020      GBP      73.00
LBG CAPITAL NO.1          7.375     3/12/2020      EUR      70.40
LBG CAPITAL NO.2          7.625     12/9/2019      GBP      68.61
LBG CAPITAL NO.2          9.000     7/15/2029      GBP      69.13
LBG CAPITAL NO.2          8.500      6/7/2032      GBP      65.29
LBG CAPITAL NO.2          6.385     5/12/2020      EUR      67.86
LLOYDS TSB BANK           5.750      7/9/2025      GBP      72.26
LOUIS NO1 PLC            10.000     12/1/2016      EUR      60.13
LOUIS NO1 PLC            10.000     12/1/2016      EUR      60.13
LOUIS NO1 PLC             8.500     12/1/2014      EUR      65.13
MATALAN                   8.875     4/29/2016      GBP      65.91
MATALAN                   9.625     3/31/2017      GBP      42.84
MATALAN                   8.875     4/29/2016      GBP      66.00
MATALAN                   9.625     3/31/2017      GBP      43.88
MAX PETROLEUM             6.750      9/8/2013      USD      47.11
NATIONWIDE BLDG           5.600     8/19/2030      USD      70.48
NEW HOSPITALS ST          1.777     2/26/2047      GBP      59.43
NOMURA BANK INTL          0.800    12/21/2020      EUR      65.86
OTE PLC                   7.250      4/8/2014      EUR      66.12
OTE PLC                   4.625     5/20/2016      EUR      57.11
OTE PLC                   5.000      8/5/2013      EUR      71.14
PIRAEUS GRP FIN           4.000     9/17/2012      EUR      70.38
PRIVATBANK                5.799      2/9/2016      USD      57.92
ROYAL BK SCOTLND          5.250    11/14/2033      EUR      74.19
ROYAL BK SCOTLND          2.375     11/2/2015      CHF      73.57
ROYAL BK SCOTLND          4.350     1/23/2017      EUR      73.36
ROYAL BK SCOTLND          4.700      7/3/2018      USD      66.45
ROYAL BK SCOTLND          4.625     9/22/2021      EUR      63.13
ROYAL BK SCOTLND          4.100     8/11/2023      EUR      73.92
ROYAL BK SCOTLND          2.300    11/26/2024      JPY      71.95
SPIRIT ISSUER             5.472    12/28/2028      GBP      66.87
THOMAS COOK GR            7.750     6/22/2017      GBP      39.90
THOMAS COOK GR            6.750     6/22/2015      EUR      40.50
UNIQUE PUB FIN            5.659     6/30/2027      GBP      61.45
UNIQUE PUB FIN            6.542     3/30/2021      GBP      70.74


                            *********

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, 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.


                 * * * End of Transmission * * *