TCREUR_Public/120206.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, February 6, 2012, Vol. 13, No. 26

                            Headlines



A L B A N I A

PROCREDIT BANK: Fitch Affirms 'B' Long-Term Issuer Default Rating


A Z E R B A I J A N

ACCESSBANK: Fitch Affirms 'BB+' Long-Term Issuer Default Rating
KAPITAL BANK: Fitch Affirms Issuer Default Rating at 'B+'


B E L G I U M

DEXIA BANK: Fitch Cuts Rating on Upper Tier 2 Sub. Debt to 'BB-'


G E R M A N Y

INFINITY 2007-1: Fitch Affirms 'BB' Rating on EUR45-Mil. Notes
Q-CELLS: Inks Debt-to-Equity Swap Agreement With Creditors
SOLAR MILLENNIUM: Sells 2.25-Gigawatt U.S. Pipeline
WESTFAELISCHE HYPOTHEKENBANK: Moody's Corrects Sub. Note Rating


H U N G A R Y

MALEV ZRT: Halts Operations After Government Withdraw Financing


I R E L A N D

ALLIED IRISH: Fitch Affirms Viability Rating at 'CCC'
FASTNET LINE: Discontinues Cork to Swansea Ferry Service
LANSDOWNE MORTGAGE: Moody's Cuts Rating on Class A2 Notes to Ba1


I T A L Y

FONDIARIA-SAI: S&P Retains 'B' Counterparty Credit Rating
FONDIARIA-SAI: Fitch Lowers Insurer Financial Strength to 'B+'


L U X E M B O U R G

MINERVA SA: Moody's Assigns B2 Rating to US$300MM Proposed Notes


N E T H E R L A N D S

CADOGAN SQUARE II: S&P Affirms 'B+' Rating on Class E Notes
LOWLAND MORTGAGE: Moody's Assigns 'Ba2' Rating to Class D Notes
LOWLAND MORTGAGE: Fitch Assigns 'BB' Rating to Class D Notes
UPCB FINANCE: Moody's Assigns 'Ba3' Rating to US$750MM Sr. Notes


P O R T U G A L

BANCO COMMERCIAL: DBRS Cuts Dated Subordinated Note Rating to BB
BANCO ESPIRITO: DBRS Cuts Dated Subordinated Note Rating to 'BB'
ESPIRITO SANTO: DBRS Cuts Dated Subordinated Debt Rating to 'BB'


R O M A N I A

MINIMAX DISCOUNT: Files for Insolvency; Closes 58 Stores


R U S S I A

CREDIT BANK: Fitch Assigns 'B+(exp)' Rating to Sr. Unsec. Bonds
GEFEST JSIC: Fitch Affirms 'B+' Insurer Financial Strength Rating
ROSAGROLEASING JSC: Fitch Puts 'BB+' IDR on Watch Negative


S P A I N

MAPFRE SA: Fitch Cuts Rating on EUR700MM Subordinated Debt to BB+


S W E D E N

SAAB AUTOMOBILE: Zhejiang Youngman Places Bid, Ekot Says
UNIQUE PUB: Fitch Downgrades Rating on Class N Notes to 'B'


T U R K E Y

VESTEL ELETRONIK: Fitch Affirms Issuer Default Rating at 'B'


U N I T E D   K I N G D O M

GAME: Lenders Agree to Revise Banking Facilities
MICRO ANVIKA: Seeks Approval for Company Voluntary Arrangement
PETROPLUS HOLDINGS: Gets 40 Expressions of Interest for Coryton
PETROPLUS HOLDINGS: Klesch Group Shows Interest in Refineries
VANWALL FINANCE: Fitch Affirms Rating on Class F Notes at 'B-'


U Z B E K I S T A N

AGROBANK OJSC: Fitch Downgrades Viability Rating to 'f'
* UZBEKISTAN: Moody's Reviews 'B1' Deposit Ratings on Three Banks


X X X X X X X X

* EUROPE: Moody's Says Glass Packaging Volumes to Hold Steady
* BOND PRICING: For the Week January 30 to February 3, 2012


                            *********


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A L B A N I A
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PROCREDIT BANK: Fitch Affirms 'B' Long-Term Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed ProCredit Bank (Albania)'s (PCBA) and
ProCredit Bank (Macedonia)'s (PCBM) ratings.

The IDRs and Support Ratings of both banks reflect Fitch's view
of the potential support available from the bank's owners, in
particular Frankfurt-based ProCredit Holding AG & Co. KGaA (PCH;
'BBB-/Stable) which at end-2011 had total assets of EUR5.2
billion.  PCH is the largest shareholder of both banks, with
stakes of 80% and 87.5% in PCBA and PCBM, respectively, at end-
2011. PCH's IDRs and Support Ratings in turn reflect the agency's
view of the potential support available from its institutional
shareholders, in particular from a group of international
financial institutions (IFIs), which are key voting shareholders.

The potential support for PCBA, and hence its Support Ratings and
foreign currency IDRs, are constrained by Fitch's assessment of
transfer and convertibility risks in Albania.  Consequently, its
ratings could be upgraded or downgraded if Fitch's view of these
risks changed.

PCBA's Viability Rating (VR) reflects the risks associated with
the operating environment, and the bank's modest financial
performance.  The latter is constrained by high loan impairment
charges (LICs) and a tightening net interest margin, reflecting
increasing competition.  Furthermore, the cost base remains high
(cost income ratio of 72% in 9M11), notwithstanding significant
improvements in efficiency.  The VR also reflects PCBA's
important share of foreign currency lending (end-Q311: 49% of
gross loans), although this reflects the composition of the
bank's funding, and is typical for Albanian banks.  In light of
these considerations, capitalization is only moderate (Fitch core
capital: 11.3% at end-Q311).

However, PCBA's VR also takes into account the bank's well
diversified retail deposit funding, comfortable liquidity, and
asset quality ratios, which compare favorably with those of the
banking sector.  Loans in arrears over 30 days rose to a still
moderate 4.5% at end-2011 (2010:3.2%).

PCBM's VR reflects the risks associated with the operating
environment, the bank's modest financial performance and in view
of this, its moderate capitalization (Fitch core capital: 9.7% at
end-Q311).  Profitability is dampened by high LICs, and margin
pressure, as competition puts pressure on loan yields. However,
the bank has partially offset the latter, by reducing its cost of
funding.

PCBM's VR also reflects a well-diversified retail funding base,
comfortable liquidity, and still reasonable asset quality
indicators, notwithstanding some deterioration.  The bank
reported loans in arrears over 30 days of a low 3.7% at end-Q311
(end-2010: 2.7%).  PCBM typically outperforms the banking sector
in terms of its asset quality.

The rating actions are as follows:

PCBA:

  -- Long-term Issuer Default Rating (IDR) affirmed at 'B+',
     Outlook Stable
  -- Short-term IDR affirmed at 'B'
  -- Local currency Long-term IDR affirmed at 'BB-', Outlook
     Stable
  -- Local currency Short-term IDR affirmed at 'B'
  -- Viability Rating affirmed at 'b'
  -- Support Rating affirmed at '4'

PCBM:

  -- Long-term IDR affirmed at 'BB+', Outlook Stable
  -- Short-term IDR affirmed at 'B'
  -- Local currency Long-term IDR affirmed at 'BB+', Outlook
     Stable
  -- Local currency Short-term IDR affirmed at 'B'
  -- Viability Rating affirmed at 'b'
  -- Support Rating affirmed at '3'


===================
A Z E R B A I J A N
===================


ACCESSBANK: Fitch Affirms 'BB+' Long-Term Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed AccessBank's (AB) Long-term foreign
currency Issuer Default Rating (IDR) at 'BB+'.  The Outlook is
Stable.

The affirmation of AB's IDR reflects Fitch's view of the
probability of support available from its international financial
institution (IFI) shareholders, in particular KfW ('AAA'/Stable;
20% stake), the European Bank for Reconstruction and Development
(EBRD; 'AAA'/Stable; 20%) and the International Finance
Corporation (IFC; 'AAA'/Stable; 20%).  At the same time, Fitch
notes some uncertainty in respect to timely support always being
provided in case of need, given the fragmented nature of the
shareholder structure and the limited strategic importance of the
bank for its IFI owners.  For these reasons, AccessBank's Long-
term IDR has been affirmed at 'BB+', one notch below Azerbaijan's
Country Ceiling of 'BBB-'.

AB's Viability Rating (VR) of 'b+' reflects potential cyclicality
in AB's performance stemming from the rather weak Azerbaijani
operating environment, and the bank's still limited track record
and franchise.  Although AB's performance has proven resilient to
the market downturn in 2009, its business model of SME lending
would probably be adversely affected by a deeper and more
prolonged recession.  However, the VR also factors in AB's so far
resilient asset quality, strong performance metrics, solid equity
cushion, adequate liquidity and prudent credit risk management.

AB was established in 2002 as a bank specializing in microfinance
lending.  At end-2011, AB was the eighth-largest bank in
Azerbaijan by total assets and seventh-largest by total loans.

The rating actions are as follows:

  -- Long-term IDR: affirmed at 'BB+'; Outlook Stable
  -- Short-term IDR: affirmed at 'B'
  -- Viability Rating: affirmed at 'b+'
  -- Support Rating: affirmed at '3'


KAPITAL BANK: Fitch Affirms Issuer Default Rating at 'B+'
---------------------------------------------------------
Fitch Ratings has affirmed Azerbaijan-based Kapital Bank's (KB)
Long-term foreign currency Issuer Default Rating (IDR) at 'B+',
with a Stable Outlook.

KB's rating reflects Fitch's view of the potential for support
from the Azerbaijan authorities ('BBB-'/Positive) if needed,
given the bank's important role in distributing pensions through
the largest country-wide branch network, its active involvement
in government-financed operations and the close informal
relationships between the bank and its shareholders and
government authorities.

At the same time, Fitch views the probability of such support as
only limited due to KB's limited franchise, its private ownership
and the authorities' track record of failing to provide necessary
capital support to the country's largest bank, International Bank
of Azerbaijan ('BB+'/Rating Watch Negative) over an extended
period of time.  Substantial related party lending at KB also
represents a significant corporate governance weakness in Fitch's
view, and could weaken the authorities' willingness to support
the bank in case of any deterioration in the relationship between
the bank's shareholders and the authorities.

KB's Viability Rating reflects the bank's weak capitalization,
asset quality and performance, high related party lending and
limited commercial franchise.  At the same time, the rating also
considers the bank's satisfactory liquidity position, supported
by largely matched asset and liability maturities, the absence of
material non-government wholesale funding and a significant cash
cushion which covered roughly 65% of end-Q311 customer funding.

The bank's loss absorption capacity (the amount of additional
reserves it could create without breaching minimum capital
requirements) at end-Q311 was less than the amount of unreserved
non performing loans (NPLs; overdue for 90 days).  A substantial
55% of the portfolio at the same date comprised policy loans
funded by the Azerbaijan authorities and guaranteed by the
Ministry of Finance.  A further 20% of loans were unseasoned
related party construction exposures, albeit with apparently
quite low loan to value ratios.  NPLs in the remaining portion of
the book were 28%, higher than at all other Fitch-rated banks in
Azerbaijan.  An equity contribution of AZN20 million planned for
2012 will result in only temporary improvement in the bank's
capitalization as it is likely to be consumed by loan growth and
operating losses.

KB was the second-largest bank in Azerbaijan by assets and retail
deposits at end-2011.  The bank's controlling shareholder (99.8%)
is the Pashaev family, who are the in-laws of President Aliev.

The rating actions are as follows:

  -- Long-term IDR: affirmed at 'B+'; Outlook Stable
  -- Short-term IDR: affirmed at 'B'
  -- Viability Rating: affirmed at 'b-'
  -- Support Rating: affirmed at '4'
  -- Support Rating Floor: affirmed 'B+'


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


DEXIA BANK: Fitch Cuts Rating on Upper Tier 2 Sub. Debt to 'BB-'
----------------------------------------------------------------
Fitch Ratings has downgraded Dexia Bank Belgium, KBC Bank and KBC
Group's Long-term Issuer Default Ratings (IDRs) to 'A-' from 'A'
and removed them from Rating Watch Negative (RWN).

The rating actions on Dexia Bank Belgium, KBC Bank and KBC Group
follow the downgrade of Belgium's Long-term IDR.  Dexia Bank
Belgium, KBC Bank and KBC Group's Long-term IDRs are at their
Support Rating Floors, reflecting the agency's view that there
would be an extremely high probability of potential additional
support from the Belgian state ('AA'/Negative) if required. The
downgrade of Belgium's Long-term IDR means its ability to support
these institutions has decreased.  Hence, the agency has revised
these institutions' Support Rating Floors to 'A-'.  The Short-
term IDRs of these three institutions have been affirmed at 'F1',
the higher of the two mapping options which link Short-term and
Long-term IDRs generally applied by Fitch.  This reflects the
agency's belief that potential additional support from the
Belgian state is more certain in the short-term.

KBC Insurance and KBC Group Re's Insurer Financial Strength (IFS)
ratings have also been downgraded to 'A-' from 'A' as a result of
the revision of the KBC Group's Support Rating Floor.  The
Outlook for both companies is Stable.

Subordinated debt of the above-mentioned banks is notched down
from their Viability Ratings in line with the criteria report,
'Rating Bank Regulatory Capital and Similar Securities' dated 15
December 2011.  In addition, the rating of hybrid capital
instruments reflects the risk of non-performance.  The Upper Tier
2 subordinated debt issued by Dexia Bank Belgium has no coupon
flexibility and is therefore rated only one notch below the
bank's Viability Rating.

Dexia Credit Local's IDRs and Support Rating Floor reflect the
potential additional support if required from France
('AAA'/Negative) and are unaffected by the downgrade of Belgium.
However, Dexia Credit Local's debt guaranteed by the States of
France, Belgium and Luxembourg ('AAA'/Stable) on a several but
not joint basis is rated the same as the weakest of the three
sovereigns, which is currently Belgium.  Hence, this guaranteed
debt has been downgraded to 'AA' from 'AA+' and removed from RWN.

The ratings actions are as follows:

Dexia Bank Belgium:

  -- Long-term IDR: downgraded to 'A-' with a Stable Outlook from
     'A'
  -- Short-term IDR: affirmed at 'F1'
  -- Viability Rating: 'bb' unaffected
  -- Support Rating: affirmed at '1'
  -- Support Rating Floor: revised to 'A-' from 'A', removed from
     RWN
  -- Senior debt: downgraded to 'A-' from 'A', removed from RWN
  -- Upper Tier 2 subordinated debt: downgraded to 'BB-' from
     'BBB-', removed from RWN

Dexia Delaware LLC:

  -- Commercial paper: affirmed at 'F1'

Dexia Financial Products:

  -- Commercial paper: affirmed at 'F1'

Dexia Funding Netherlands:

  -- Senior debt: downgraded to 'A-' from 'A', removed from RWN
  -- Market linked notes: downgraded to 'A-emr' from 'Aemr',
     removed from RWN
  -- Subordinated debt: downgraded to 'BB-' from 'BBB-', removed
     from RWN

Dexia Credit Local

  -- Long-term IDR: 'A+' Outlook Negative unaffected
  -- Short-term IDR: 'F1+' unaffected
  -- Support Rating: '1' unaffected
  -- Support Rating Floor: 'A+' unaffected
  -- Senior debt: 'A+' unaffected
  -- Market linked notes: 'A+emr' unaffected
  -- Commercial paper: 'F1+' unaffected
  -- Subordinated debt: 'B-', remains on RWN
  -- Hybrid securities: 'CC' unaffected
  -- State guaranteed debt: downgraded to 'AA' from 'AA+',
     removed from RWN

KBC Bank

  -- Long-term IDR: downgraded to 'A-' with a Stable Outlook from
     'A'
  -- Short-term IDR: affirmed at 'F1'
  -- Viability Rating: 'bbb-' unaffected
  -- Support Rating: affirmed at '1'
  -- Support Rating Floor: revised to 'A-' from 'A', removed from
     RWN
  -- Senior debt: downgraded to 'A-' from 'A', removed from RWN
  -- Commercial paper: affirmed at 'F1'
   -- Preferred stock: upgraded to 'B+' from 'B', removed from
      Rating Watch Positive (RWP)

KBC Group

  -- Long-term IDR: downgraded to 'A-' with a Stable Outlook from
     'A'
  -- Short-term IDR affirmed at 'F1'
  -- Support Rating: affirmed at '1'
  -- Support Rating Floor: revised to 'A-' from 'A', removed from
     RWN
  -- Senior debt: downgraded to 'A-' from 'A', removed from RWN
  -- Commercial paper: affirmed at 'F1'

KBC Verzekeringen N.V. (KBC Insurance)

  -- Insurer Financial Strength (IFS) rating downgraded to 'A-'
     with a Stable Outlook from 'A'
  -- Long-term IDR rating downgraded to 'A-' with a Stable
     Outlook from 'A'

KBC Group Re

  -- IFS rating downgraded to 'A-' with a Stable Outlook from 'A'
  -- KBC Funding Trust II hybrid: upgraded to 'B+' from 'B',
     removed from RWP
  -- KBC Funding Trust III hybrid: upgraded to 'B+' from 'B',
     removed from RWP
  -- KBC Funding Trust IV hybrid: upgraded to 'B+' from 'B',
     removed from RWP

KBC Bank Ireland plc

  -- Commercial paper: affirmed at 'F1'

KBC Financial Products International, Ltd.

  -- Senior debt: downgraded to 'A-' from 'A', removed from RWN
  -- Commercial paper: affirmed at 'F1'

KBC IFIMA N.V.

  -- Senior debt: downgraded to 'A-' from 'A', removed from RWN
  -- Short term debt: affirmed at 'F1'
  -- Subordinated debt: downgraded to 'BB+' from 'A-', removed
     from RWN
  -- Market linked securities: downgraded to 'A-emr' from 'Aemr',
     removed from RWN

KBC North America Finance Corp.

  -- Commercial paper: affirmed at 'F1'


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


INFINITY 2007-1: Fitch Affirms 'BB' Rating on EUR45-Mil. Notes
--------------------------------------------------------------
Fitch Ratings has affirmed Infinity 2007-1 (SoPRANo)'s junior
commercial mortgage-backed floating rate notes (CMBS) ratings, as
follows:

  -- EUR659.4m class A (FR0010478420) affirmed at 'AA+sf';
     Outlook Stable
  -- EUR50.0m class B (FR0010478438) affirmed at 'AAsf'; Outlook
     Stable
  -- EUR45.1m class C (FR0010478446) affirmed at 'Asf'; Outlook
     Stable
  -- EUR39.5m class D (FR0010478453) affirmed at 'BBBsf'; Outlook
     Stable
  -- EUR45.1m class E (FR0010478479) affirmed at 'BBsf'; Outlook
     revised to Negative from Stable

The revision of the Outlook on the class E notes to Negative is
due to the decline in performance of the EHE Pool 1 A loan, which
accounts for 44.1% of aggregate pool balance.  Since the last
rating action in April 2011, the assets securing the loan have
been re-valued in for the first time since transaction closing,
showing a dramatic 39.2% market-value-decline (MVD) to EUR315.8
million.  As a result, the reported A note LTV is currently
122.9%, (including capitalized interest) while the whole loan LTV
is 140%.

Due to the high leverage, the loan was unable to refinance at
loan maturity in October 2011 and has subsequently been extended
by two years by the servicer Capita Asset Services ('CPS2+'
'CSS2'), with the option of extending for a further two years up
to 2015.  The terms of the extension mean all cash will be
retained within the transaction structure allowing it to be used
for either capex, tenant incentives or to amortize the loan.

Fitch's LTV has been over 100% for several years, and as the
coverage has remained strong (the current whole loan interest-
coverage-ratio is 1.79x), the agency had already anticipated that
the loan would be extended.  Despite this, given the size of the
loan, any further deterioration in its performance is likely to
put further pressure on the ratings of the transaction's most
junior tranche, which only benefits from EUR41.4 million
subordination, provided by the unrated classes F and G notes.

Leipzig, the second-largest loan, which accounts for 21.3% of the
current outstanding balance is secured against a large shopping
centre in the same city.  The loan was scheduled to mature in
July 2011 but has been extended by 12 months.  The loan currently
has a securitized LTV of 80.6% and a whole loan LTV of 89.5%.
Whilst Fitch believes the large loan size may hamper an orderly
refinance in 2012 the agency does not foresee the securitized
loan incurring any losses.

The EHE Pool 1 B loan (7.8%) has also been extended until 2013
(the Fitch whole loan LTV is 108%).  In spite of this, its
underlying performance as measured by income, coverage and
occupancy has remained stable.

Of the remaining 11 loans, 10 are scheduled to mature in 2016 and
can be characterized as low risk due to the low LTVs and high
coverage levels.

Infinity 2007-1 (SoPRANo), which closed in May 2007, is a
synthetic securitization which contains 14 commercial mortgage
loans originated in Germany, France and Spain by Natixis
('A+'/Stable/'F1+') and Capmark AB No.2.


Q-CELLS: Inks Debt-to-Equity Swap Agreement With Creditors
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Q-Cells SE said
it reached agreement on a debt-to-equity swap with some holders
of three convertible bonds, a transaction that will see the
bondholders take control of the German solar energy component
maker and massively dilute existing shareholders.

As reported in the Troubled Company Reporter on Jan. 26, 2012,
Gerrit Wiesmann at The Financial Times said that Germany's
Q-Cells announced a financial restructuring centered on
concessions from bondholders.  According to the FT, the company
said it was forced to commit to the move after considerable
writedowns on investments at the end of last year resulted in an
as-yet undisclosed full-year loss as well as considerable damage
to its balance sheet.  The FT noted that while Q-Cells was
adamant it was not currently considering insolvency proceedings,
it is relying on the goodwill of lenders to accept only partial
repayment of a bond -- with a nominal value of EUR202 million --
coming due next month.

Q-Cells SE is a German solar cell and module maker.


SOLAR MILLENNIUM: Sells 2.25-Gigawatt U.S. Pipeline
---------------------------------------------------
Ehren Goossens at Bloomberg News reports that Solar Millennium
AG, which filed for insolvency on Dec. 21, sold its 2.25
gigawatts of U.S. projects in development to Solarhybrid AG for
an undisclosed price.

According to Bloomberg, Solar Millennium said on Friday in a
statement that the company sold two project holding companies,
including a 70% stake in its U.S. unit Solar Trust of America
LLC.

Payment is linked to achieving certain milestones, such as
signing power-purchase contracts for the projects, Bloomberg
notes.

As reported by the Troubled Company Reporter-Europe on Jan. 9,
2012, Bloomberg News related that Volker Boehm, Solar
Millennium's insolvency administrator, is seeking to sell parts
or all of the company.  Bloomberg disclosed that Mr. Boehm said
in a statement on Jan. 5 that it's seeking buyers for the
company's 60 or so project units and stakes, including Oakland,
California-based Solar Trust of America LLC, which is planning
the world's biggest solar plant.

Solar Millennium AG is an Erlangen-based solar company.  It had
focused on developing solar-thermal plants in Europe and the U.S.


WESTFAELISCHE HYPOTHEKENBANK: Moody's Corrects Sub. Note Rating
---------------------------------------------------------------
Moody's Investors Service has corrected the rating of the
EUR10,000,000 Subordinate Note maturing on March 24, 2023
(ISIN : DE0008053331) issued by Westfaelische Hypothekenbank AG,
subsequently assumed by Deutsche Pfandbriefbank AG (pbb Deutsche
Pfandbriefbank or pbb), to B2 (positive outlook) from A3.

Due to an internal administrative error, Moody's previously
misclassified this instrument as senior unsecured. The Note has
been reclassified as subordinate and the rating has been
corrected to B2 (positive outlook).

The correct rating history for this obligation is:

April 4, 2003 -- Baa2 rating assigned;

June 1, 2005 -- rating upgraded to Baa1;

May 11, 2007 - rating upgraded to A3;

July 18, 2008 -- A3 rating placed on review for upgrade;

September 30, 2008 -- continued review, A3 rating placed on
review for downgrade;

February 2, 2009 - rating downgraded to Baa1;

December 16, 2010 -- Baa1 rating placed on review for downgrade;

February 17, 2011 -- rating downgraded to B2 with a positive
outlook.


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


MALEV ZRT: Halts Operations After Government Withdraw Financing
---------------------------------------------------------------
Zoltan Simon at Bloomberg News reports that Malev Zrt. ceased
flying after the government withdrew financing.

According to Bloomberg, Malev, which has debts of HUF60 billion
(US$270 million), halted flights at 6 a.m. local time on Friday,
with police guarding its ticket booth at Budapest's main Liszt
Ferenc airport as hundreds of passengers milled around seeking to
rebook or get a refund.

"What we fretted about the most and what we've done the most to
avert has come to pass," Chief Executive Officer Lorant
Limburger, as cited by Bloomberg, said in a statement, adding
that Malev's cash-flow became "untenable" after service providers
"lost faith" and a European Commission ruling hindered further
state support.

"Grounding Malev is painful," Bloomberg quotes Hungarian Prime
Minister Viktor Orban as saying on Friday after the airline's
board ordered it to fold.  "We've tried to push it along and keep
it flying as long as we could, but this is the end.  We can't
keep this going on without the risk of losing the aircraft that
are abroad."

Bloomberg notes that while a profitable flag carrier should be
part of Hungary's "national economy," a replacement will be set
up only with the backing of private money, Mr. Orban said on MR1
radio, and given the economic crisis, "investors aren't bustling
on the market."

As reported by the Troubled Company Reporter-Europe on Feb. 1,
2012, Bloomberg News related  that a European Union ruling on
Jan. 9 ordered Malev to repay "unlawful aid" the government gave
the carrier from 2007 to 2010.  The airline said that gives
Hungary "extremely limited" options for helping Malev, Bloomberg
noted.

Malev Zrt. is the flag carrier and principal airline of Hungary.


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I R E L A N D
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ALLIED IRISH: Fitch Affirms Viability Rating at 'CCC'
-----------------------------------------------------
Fitch Ratings has affirmed Allied Irish Banks plc (AIB), Bank of
Ireland (BOI), Irish Life and Permanent (ILP) and Irish Bank
Resolution Corporation Ltd (IBRC, former Anglo Irish Corporation)
and their subsidiaries' ratings.  The Outlooks on the Long-term
Issuer Default Ratings (IDRs) of AIB, BOI, IBRC and their
subsidiaries are Negative.

The rating actions follow the affirmation of the Irish
sovereign's IDR at 'BBB+', Negative Outlook.  All Irish banks'
Long term IDRs are at their Support Rating Floors, reflecting
Fitch's view that the Irish authorities and the ECB will continue
to provide support to the Irish domestic banking system.  The
affirmation of Irish banks' ratings resolves the Rating Watch
Negative (RWN) placed on the support-driven and government-
guaranteed ratings of Irish domestic banks on December 20, 2011.

For IBRC, the resolution of the RWN also reflects that the
political risk surrounding the issue of burden-sharing by senior
unguaranteed unsecured creditors has substantially reduced since
the ratings were placed on RWN on September 15, 2010.  On
January 25, 2012, the bank redeemed in full a EUR1.25 billion
senior unsecured unguaranteed bond, leading Fitch to believe that
remaining senior unsecured creditors are now likely to be repaid.
In addition, the amount of outstanding senior unguaranteed
unsecured debt is now small relative to total funding and most of
this will mature in June 2012.

The Negative Outlook on the banks' Long term IDRs reflects the
macro-economic downside risks that drive the Negative Outlook on
the sovereign rating but also that if Ireland's sovereign rating
is downgraded, the Irish banks' Support Rating Floors and IDRs
could also be downgraded.

The affirmation of the Viability Ratings (VRs) reflect Fitch's
view that despite continuing deterioration in asset quality,
particularly in the Irish residential mortgage segment, Irish
banks remain adequately capitalized to absorb expected losses on
their loan portfolios and the costs associated with their
deleveraging programs.  The recapitalization following the 2011
Prudential Capital Assessment Review (PCAR) positioned the banks
well to deal with the problems in their loan books, provided that
asset quality deterioration remains within Fitch's expectation.
BOI's VR remains higher than that of other Irish banks,
reflecting its stronger financial profile.  Fitch notes that BOI
was the only Irish bank that attracted new private investors in
2011 and thus avoided majority ownership by the Irish government.

Irish banks, and BOI in particular, have also made significant
progress on deleveraging while deposits have stabilized and are
no longer a source of liquidity pressures.  However, banks remain
reliant on funding from the monetary authorities and this is
likely to remain the case, at least in the short to medium term.
At the same time, pre-impairment profitability has deteriorated
significantly due to margin pressures and the challenges of
right-sizing the business to meet the deleveraging targets.  With
credit quality issues largely identified, banks now need to focus
on cost-cutting and work-out strategies to maximize pre-
impairment profitability and recoveries in a difficult operating
environment.

Following the acquisition of EBS Limited (EBS) by AIB and Fitch's
expectation of EBS's closer integration into its parent, Fitch
has affirmed and withdrawn EBS's Viability Rating due to its
reduced analytical significance in the group context.

The rating actions are as follows:

AIB

  -- Long-term IDR: affirmed at 'BBB'; Negative Outlook; removed
     from RWN
  -- Short-term IDR: affirmed at 'F2'; removed from RWN
  -- Viability Rating: affirmed at 'ccc'
  -- Support Rating: affirmed at '2'; removed from RWN
  -- Support Rating Floor: affirmed at 'BBB'; removed from RWN
  -- Senior unsecured notes: affirmed at 'BBB'; removed from RWN
  -- Short-term debt: affirmed at 'F2'; removed from RWN
  -- Lower tier 2 subordinated debt: affirmed at 'C'
  -- Sovereign-guaranteed Long-term notes: affirmed at 'BBB+';
     removed from RWN
  -- Sovereign-guaranteed Short-term notes: affirmed at 'F2';
     removed from RWN
  -- Sovereign-guaranteed commercial paper: affirmed at 'F2';
     removed from RWN
  -- Sovereign-guaranteed Long-term deposits: affirmed at 'BBB+';
     removed from RWN
  -- Sovereign-guaranteed Short-term deposits: affirmed at 'F2';
     removed from RWN
  -- Sovereign-guaranteed Long-term interbank liabilities:
     affirmed at 'BBB+'; removed from RWN
  -- Sovereign-guaranteed Short-term interbank liabilities:
     affirmed at 'F2'; removed from RWN

AIB Group (UK) PLC

  -- Long-term IDR: affirmed at 'BBB'; Negative Outlook; removed
     from RWN
  -- Short-term IDR: affirmed at 'F2'; removed from RWN
  -- Viability Rating: affirmed at 'ccc'
  -- Support Rating: affirmed at '2'; removed from RWN
  -- Sovereign-guaranteed Long-term notes: affirmed at 'BBB+';
     removed from RWN
  -- Sovereign-guaranteed Short-term notes: affirmed at 'F2';
     removed from RWN

EBS

  -- Long-term IDR: affirmed at 'BBB-'; Negative Outlook; removed
     from RWN
  -- Short-term IDR: affirmed at 'F3'; removed from RWN
  -- Viability Rating: affirmed at 'ccc' and withdrawn
  -- Support Rating: affirmed at '2', removed from RWN
  -- Support Rating Floor: affirmed at 'BBB-'; removed from RWN
  -- Senior unsecured notes: affirmed at 'BBB-'; removed from RWN
  -- Short-term debt: affirmed at 'F3'; removed from RWN
  -- Sovereign-guaranteed Long-term notes: affirmed at 'BBB+';
     removed from RWN
  -- Sovereign-guaranteed Short-term notes: affirmed at 'F2';
     removed from RWN
  -- Sovereign guaranteed commercial paper: affirmed at 'F2';
     removed from RWN
  -- Sovereign-guaranteed Long-term deposits: affirmed at 'BBB+';
     removed from RWN
  -- Sovereign-guaranteed Short-term deposits: affirmed at 'F2';
     removed from RWN
  -- Sovereign-guaranteed Long-term interbank liabilities:
     affirmed at 'BBB+'; removed from RWN
  -- Sovereign-guaranteed Short-term interbank liabilities:
     affirmed at 'F2'; removed from RWN

EBS Mortgage Finance

  -- Long-term IDR: affirmed at 'BBB-'; Negative Outlook; removed
     from RWN
  -- Short-term IDR: affirmed at 'F3'; removed from RWN
  -- Support Rating: affirmed at '2', removed from RWN

BOI

  -- Long-term IDR: affirmed at 'BBB'; Negative Outlook; removed
     from RWN
  -- Short-term IDR: affirmed at 'F2'; removed from RWN
  -- Viability Rating: affirmed at 'b-'
  -- Support Rating: affirmed at '2'; removed from RWN
  -- Support Rating Floor: affirmed at 'BBB'; removed from RWN
  -- Senior unsecured notes: affirmed at 'BBB'; removed from RWN
  -- Short-term debt: affirmed at 'F2'; removed from RWN
  -- Upper tier 2 subordinated notes: affirmed at 'C'
  -- Subordinated debt: affirmed at 'C'
  -- Sovereign-guaranteed notes: affirmed at 'BBB+'; removed from
     RWN
  -- Sovereign-guaranteed Long-term deposits: affirmed at 'BBB+';
     removed from RWN
  -- Sovereign-guaranteed Short-term deposits: affirmed at 'F2';
     removed from RWN
  -- Sovereign-guaranteed Long-term interbank liabilities:
     affirmed at 'BBB+'; removed from RWN
  -- Sovereign-guaranteed Short-term interbank liabilities:
     affirmed at 'F2'; removed from RWN

BOI Mortgage Bank

  -- Long-term IDR: affirmed at 'BBB'; Negative Outlook; removed
     from RWN
  -- Short-term IDR: affirmed at 'F2'; removed from RWN
  -- Support Rating: affirmed at '2'; removed from RWN

BOI UK Plc

  -- Long-term IDR: affirmed at 'BBB'; Negative Outlook; removed
     from RWN
  -- Short-term IDR: affirmed at 'F2'; removed from RWN
  -- Support Rating: affirmed at '2'; removed from RWN
  -- Sovereign-guaranteed Long-term deposits: affirmed at 'BBB+';
     removed from RWN
  -- Sovereign-guaranteed Short-term deposits: affirmed at 'F2';
     removed from RWN
  -- Sovereign-guaranteed Long-term interbank liabilities:
     affirmed at 'BBB+'; removed from RWN
  -- Sovereign-guaranteed Short-term interbank liabilities:
     affirmed at 'F2'; removed from RWN

ILP

  -- Viability Rating: affirmed at 'ccc'
  -- Support Rating: affirmed at '2', removed from RWN

IBRC

  -- Long-term IDR: affirmed at 'BB-'; Negative Outlook; removed
     from RWN
  -- Short-term IDR: affirmed at 'B'; removed from RWN
  -- Support Rating: affirmed at '3'; removed from RWN
  -- Support Rating Floor: affirmed at 'BB-'; removed from RWN
  -- Short-term debt: affirmed at 'B'; removed from RWN
  -- Senior unsecured: affirmed at 'BB-'; removed from RWN
  -- Sovereign-guaranteed Long-term notes: affirmed at 'BBB+';
     removed from RWN
  -- Sovereign-guaranteed Short-term notes: affirmed at 'F2';
     removed from RWN
  -- Sovereign-guaranteed commercial paper: affirmed at 'F2';
     removed from RWN
  -- Sovereign-guaranteed Long-term deposits: affirmed at 'BBB+';
     removed from RWN
  -- Sovereign-guaranteed Short-term deposits: affirmed at 'F2';
     removed from RWN
  -- Sovereign-guaranteed Long-term interbank liabilities:
     affirmed at 'BBB+'; removed from RWN
  -- Sovereign-guaranteed Short-term interbank liabilities:
     affirmed at 'F2'; removed from RWN

IBRC Mortgage Bank

  -- Long-term IDR: affirmed at 'BB-'; Negative Outlook; removed
     from RWN
  -- Short-term IDR: affirmed at 'B'; removed from RWN
  -- Support Rating: affirmed at '3'; removed from RWN


FASTNET LINE: Discontinues Cork to Swansea Ferry Service
--------------------------------------------------------
Eoin Burke-Kennedy at The Irish Times reports that the Cork to
Swansea ferry service, which is operated by the Fastnet Line, is
to be discontinued with the loss of 78 jobs.

According to the Irish Times, in a statement on Thursday, the
company's owners said the ferry service had been unable to raise
adequate funds to continue operating the route, and that the
examinership had "failed".

The company, which had in examinership since is likely to be
placed in receivership or liquidation by the courts, the Irish
Times says.

For the period of examinership, the company required EUR300,000
and roughly half of which was to come from the local authorities.

"Unfortunately, these funds and the funds pledged by local
council's in Cork and Kerry were insufficient to meet the
required figure to achieve the proposed scheme or arrangement.
Our efforts fell at the final hurdle," the Irish Times quotes
Noel Murphy, Chairman of the West Cork Tourism Co-Operative, as
saying.

Fastnet Line is a subsidiary of the West Cork Tourism Co-
operative society.


LANSDOWNE MORTGAGE: Moody's Cuts Rating on Class A2 Notes to Ba1
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of Class A2
notes issued by Lansdowne Mortgage Securities 1 and increased its
portfolio loss assumption but taken no rating action in Lansdowne
Mortgage Securities 2.

Issuer: Lansdowne Mortgage Securities No. 1 p.l.c

   -- EUR258M A2 Notes, Downgraded to Ba1 (sf); previously on Mar
      17, 2011 Downgraded to Baa3 (sf)

Ratings Rationale

The rating action takes into account (i) the continued rapid
deterioration in performance in both transactions; (ii) increase
in loss severities experienced by the transactions; (iii) the
level of credit enhancement supporting the notes; and (iii)
Moody's outlook for Irish RMBS.

Key collateral assumptions revised

Lansdowne 1 and Lansdowne 2 are performing worse than Moody's
expectations as of the latest review in March 2011. As of
December 2011, loans more than 90 days in arrears had increased
to 62.2% of current balance in Lansdowne 1 and 62.5% in Lansdowne
2 compared to 47.2% and 48.5% as of December 2010. Cumulative
losses realized since closing remain low at 0.34% and 0.65% of
original pool balance for Lansdowne 1 and 2. Moody's notes that
loss realization is slow for Irish RMBS given lengthy enforcement
procedures in Ireland and moratorium imposed. For this reason,
Moody's considers loans with delinquencies exceeding 180 days as
a proxy for defaults. As of the December 2011 payment date, the
180+ delinquencies for these two transactions had increased to
51.2% of the outstanding pool balance in Lansdowne 1 and 52.6% in
Lansdowne 2 compared to 38.0% and 39.2% as of December 2010. In
both transactions, 88% of the loans that were 180 days plus
delinquent as of August 2010 have deteriorated their performance
and moved into a higher arrears bucket by August 2011. Sales of
properties resulted in severities above 75% in the recent
quarters.

Moody's expects that the increasing unemployment and lower income
arising from the austerity measures will continue to hurt
borrower's ability to fulfill their financial obligations. A high
proportion of the loans in the pools are impaired credit loans or
have limited borrower income verification; this makes the
borrowers particularly vulnerable to economic stress. In addition
to high arrears the loss severity will also be high as a result
of the oversupply of housing, lack of refinancing and further
decline in house prices, expected to be equal to approximately
60% decline from peak to trough in the base case. As a result
Moody has increased the portfolio expected loss assumption to
9.5% and 15.5% of original pool balance for Lansdowne 1 and 2
(30% and 35% of current balance respectively). Moody's has
maintained the MILAN Aaa CE assumption for Lansdowne 1 at 60%.
Notwithstanding the increase in the portfolio loss assumption in
Lansdowne 2, the Caa1 rating on the senior class in this
transaction is supported by the current credit enhancement under
this note.

Factors and Sensitivity Analysis

Expected loss assumptions remain subject to uncertainty with
regard to general economic activity, interest rates and house
prices. Lower than assumed realised recovery rates or higher than
assumed default rates would negatively affect some of the ratings
in these transactions.

As noted in Moody's comment 'Rising Severity of Euro Area
Sovereign Crisis Threatens Credit Standing of All EU Sovereigns'
(November 28, 2011), the risks of multiple sovereign defaults by
Euro area sovereigns and of multiple exits from the Euro area are
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.

In reviewing Lansdowne 1, 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 noteholders. Therefore, the
expected loss or EL for each tranche is the sum product of (i)
the probability of occurrence of each default scenario; and (ii)
the loss derived from the cash flow model in each default
scenario for each tranche.

As such, Moody's analysis of Lansdowne 1 encompasses the
assessment of stressed scenarios.

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

Transaction Features

Lansdowne 1 and 2 closed in April 2006 and November 2006
respectively and their current pool factors are approximately
30.3% and 42.8%. The assets supporting the notes are first-
ranking non-conforming mortgage loans secured on residential
properties located in Ireland. The asset pools had an indexed
weighted average loan-to-value (LTV) of 97% in Lansdowne 1 and
113% in Lansdowne 2 as of Q3 2011 according to Moody's
computations, with 50% of the pool in Lansdowne 1 and 65% in
Lansdowne 2 being in negative equity based on these indexed LTVs.

The pools backing the notes consist of impaired credit loans and
non-conforming loans. Impaired credit loans represented 12.8% in
Lansdowne 1 and 10.6% in Lansdowne 2, while borrowers with missed
payments on their previous mortgage amounted to 47.4% in
Lansdowne 1 and 35.0% in Lansdowne 2, as of August 2011. Non-
conforming loans include loans with limited verification of
borrower income which represented 23.7% in Lansdowne 1 and 43.2%
in Lansdowne 2, as of the same date.

Reserve funds for Lansdowne 1 and 2 are fully funded and cannot
amortize as the delinquency trigger has been breached. Although
the transactions benefit from sizeable excess spread, it is not
being trapped to provision for future losses on the delinquent
loans and can only be used to cover losses already realised.


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


FONDIARIA-SAI: S&P Retains 'B' Counterparty Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services commented on its CreditWatch
placement on Italian insurer Fondiaria-SAI SpA, its "core"
subsidiary Milano Assicurazioni SpA, and its "non strategically
important" subsidiary SIAT-Societa Italiana Assicurazioni e
Riassicurazioni pA (SIAT). "The 'B' long-term counterparty credit
and insurer financial strength ratings on Fondiaria-SAI, Milano
Assicurazioni, and SIAT remain on CreditWatch developing, where
we originally placed them on Dec. 29, 2011," S&P said.

"We are keeping the ratings on CreditWatch developing following
Fondiaria-SAI's announcement on Jan. 30, 2012, of its revised
estimates for higher year-end 2011 losses, to EUR1.1 billion from
EUR925 million announced on Dec. 23, 2011, and a Solvency I
margin of 75% versus 90% announced on the same date. At the same
time, Fondiaria-SAI stated that its board will propose a capital
increase of up to EUR1.1 billion to shareholders," S&P said.

"In addition, Unipol Gruppo Finanziario SpA (UGF; BBB-/Watch
Neg/--) announced on Jan. 29, 2012, that it had agreed to fully
underwrite the EUR400 million rights issue announced on the same
date by Premafin HP (Premafin, not rated), Fondiaria-SAI SpA's
holding company, with the aim of acquiring a majority stake
in Premafin with at least two-thirds of voting rights," S&P said.

"We continue to understand that UGF aims to merge its core
operating subsidiary Unipol Assicurazioni SpA (Unipol; BBB+/Watch
Neg/--) with Premafin, Fondiaria-SAI, and Milano Assicurazioni,"
S&P said.

The deal is subject to shareholder and regulatory approval.

"We believe there are uncertainties related to the position of
Italian regulatory bodies with regard to UGF's announced plans
for the newly merged group's ownership structure. In our opinion,
the merger also carries significant execution risk. In our
opinion, the merger also carries significant execution risk," S&P
said.

"The CreditWatch developing implications reflect the possibility
that we could lower, affirm, or raise the ratings on Fondiaria-
SAI, Milano Assicurazioni, and SIAT," S&P said.

"We aim to resolve or update the CreditWatch developing
placements of Fondiaria-SAI, Milano Assicurazioni, and SIAT
within the next three months, when we anticipate more information
on the likelihood of the successful execution of UGF's
acquisition of Premafin and Fondiaria-SAI's capital increase will
be available," S&P said.

"We could lower the ratings on Fondiaria-SAI, Milano
Assicurazioni, and SIAT if UGF's planned acquisition does not
materialize, Fondiaria-SAI does not successfully inject capital
as announced, or we perceive an increasing risk of regulatory
intervention," S&P said.

"Conversely, we could raise the ratings up to the 'BBB' range if
UGF successfully executes its acquisition of Premafin, or if
Fondiaria-SAI completes its capital increase," S&P said.

"At this stage, the possibility that we could affirm the ratings
is highly unlikely," S&P said.


FONDIARIA-SAI: Fitch Lowers Insurer Financial Strength to 'B+'
--------------------------------------------------------------
Fitch Ratings has downgraded Italian insurance company Fondiaria-
SAI's (FonSAI) and its main subsidiary, Milano Assicurazioni's
(Milano)'s Insurer Financial Strength (IFS) ratings to 'B+' from
'BB-'.  At the same time, Fitch has changed the Rating Watch to
Evolving from Negative, where the ratings were placed on
December 29, 2011.

The downgrade follows FonSAI's announcement that it expects to
post an after-tax loss of approximately EUR1.1 billion for 2011
(EUR925 million estimated in December).  This figure includes
reserve strengthening of EUR790 million (EUR660 million) and
further impairments on the real estate portfolio for EUR145
million (EUR165 million).  Management now estimates its
consolidated regulatory solvency margin was 75% at end-2011,
weaker than the 90% it estimated in December 2011.

The agency notes that this is the second revision of the
company's expectations of earnings and capital adequacy within a
short period of time, raising concerns about the actual scale of
full year loss and solvency margin for 2011 and about
management's grasp of its business.  In Fitch's view, capital
remains volatile and highly exposed to adverse investment market
volatility, particularly with reference to Italian sovereign debt
and equities.  The quality of capital is also negatively affected
by the large proportion of unrealised gains on real estate and
goodwill, and the form of double leverage between FonSAI and
Milano.

The Rating Watch Evolving (RWE) partly reflects uncertainty over
the success of FonSAI's newly announced capital increase of
EUR1.1 billion, an upward revision of the EUR750 million new
capital it said in December 2011 that it would seek to raise.  If
the company successfully raises the whole sum, it expects to
report a solvency margin of 120%.

The RWE also reflects the announcement by Unipol Group (not
rated) that it intends to acquire a majority stake in Premafin
(not rated), FonSAI's ultimate holding company.  Fitch views this
announcement as potentially strongly positive for FonSAI's
ratings, but also notes that Unipol itself needs to raise
EUR1.1bn of fresh capital for the transaction to proceed,
introducing a further measure of uncertainty.  If Unipol
successfully acquired a majority stake in Premafin, as a result,
it would also control FonSAI and Milano and contribute to
FonSAI's capital increase.

As part of the proposed transaction, Unipol plans to integrate
its own operations with those of these three companies. This
integration remains subject to receipt by July 20, 2012 of the
necessary authorizations from ISVAP (the Italian insurance market
regulator), the Italian Antitrust Authority and Consob (the
Italian stock market regulator).

The potential integration of the insurance operations of Unipol
and FonSAI would create a significant player in the Italian
insurance market (in particular, non-life), along with
Assicurazioni Generali (rated IFS 'A-') and Allianz Italy (not
rated).  Unipol expects the four-way integration to be completed
by the end of 2012.

Based on the information currently available, if FonSAI
successfully raises capital, its ratings are likely to be
upgraded from 'B+' by one notch.  If it fails to raise the amount
expected, Fitch would consider downgrading the ratings.

Moreover, if the four-way merger is completed successfully,
FonSAI's ratings could initially be upgraded by up to three
notches from 'B+' to reflect the scale, revenues and cost
synergies, and enhanced distribution capabilities of the new
Unipol-FonSAI.  However, Fitch believes that in view of the
complexity of the integration, there is substantial execution
risk.

FonSAI is the parent company and main operating entity of the
second-largest domestic insurance group in Italy, with
consolidated gross written premiums of EUR12.9 billion in 2010.
The group, created by the merger between Fondiaria and SAI in
2002, holds leading positions in the Italian non-life market
through FonSAI and its 60% ownership of the other main operating
entity, Milano.  The group also has a presence in the life
sector.


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


MINERVA SA: Moody's Assigns B2 Rating to US$300MM Proposed Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 foreign currency rating
to Minerva S.A.'s proposed issuance of up to US$300 million 10-
year senior unsecured notes. At the same time, Minerva's B2
corporate family rating and its existing senior unsecured ratings
were affirmed. The ratings outlook is stable. The proposed notes,
issued by its subsidiary Minerva Luxembourg S.A, will be
unconditionally and irrevocably guaranteed by Minerva S.A.
Proceeds from the proposed notes will be used to refinance
existing debt.

Ratings Rationale

"The B2 reflects the company's track record of stable operating
margins, despite the difficult environment for the sector in
2011, with higher cattle prices and FX volatility, factors that
negatively impacted the overall meat processing sector in
Brazil", said Moody's local market analyst Marianna Waltz. We
have also incorporated in Moody's assumptions that Minerva will
(i) focus on deleveraging and improving its debt profile; (ii)
only make modest acquisitions over the near term; (iii) continue
to successfully execute the strategies of its beef trading
operations that has delivered above average margins; and (iv)
turn free cash flow positive in 2012 on a sustainable basis.
Moody's is also considering the improvement in Minerva's
liquidity levels, as evidenced by the company's unwritten policy
of keeping a minimum R$ 500 million in cash. Offsetting some of
the positive attributes is Minerva's relatively small size
compared to local and global peers, based on consolidated net
revenues, its still high leverage, as well as the sales
concentration in live cattle, beef and beef related products and
the volatile nature of the protein business.

The stable outlook reflects Moody's view that the company will be
able to sustain its operating margins, make further progress in
reducing its financial leverage and maintain liquidity at current
levels.

The ratings could suffer a downgrade if Minerva's liquidity
deteriorated, if market conditions causes operating margins to
decline sharply or if total adjusted debt to EBITDA is sustained
above 5.0x. The company's inability to keep CFO/Net Debt above
10% or deliver positive free cash flow in 2012 could add to
negative ratings pressure.

While unlikely over the near term, Minerva's ratings could be
upgraded if Minerva makes additional progress in deleveraging its
balance sheet and is able to deliver greater diversification of
revenue and cash flow streams. Upwards pressure would depend on
the company's ability to reduce adjusted total debt to EBITDA
ratio to below 4.5x and increase EBITA to Interest Expense to
above 1.5x and CFO to Net Debt to above 15%.

The principal methodology used in rating Minerva was the Global
Food - Protein and Agriculture Industry Methodology published on
September 2009.

Minerva, headquartered in Barretos, Sao Paulo, is one of Brazil's
leaders in the production and sale of fresh beef and live cattle.
With net revenues of BRL3.75 billion (approximately US$2.1
billion) at LTM September, 2011 and installed slaughtering
capacity of 10.480 heads of cattle per day, Minerva is the third
largest Brazilian exporter of beef and beef byproducts and has
ten own beef production facilities in Brazil as well as presence
in Paraguay and Uruguay.


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


CADOGAN SQUARE II: S&P Affirms 'B+' Rating on Class E Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Cadogan Square CLO II B.V.'s class A-2 and C notes. "At the same
time, we have affirmed our ratings on the class A-1, B, D, and E
notes, and withdrawn our rating on the class W combination
notes," S&P said.

"The rating actions follow our performance review of the
transaction and the application of our 2010 counterparty
criteria," S&P said.

"Since our last review in March 2010, we have observed a
relatively positive rating migration of the underlying portfolio.
Defaulted assets and 'CCC' rated assets have decreased to 4.5%
from 4.8%, and to 4.6% from 7.0%," S&P said.

"At the same time, the credit enhancement available to each class
of notes has slightly decreased. This is because the aggregate
collateral balance has dropped to EUR443 million from EUR452
million, due to losses in the underlying portfolio. Although the
transaction has not yet entered its amortization period
(scheduled to begin in August 2012), the class A-1 notes have
amortized by nearly EUR2 million in order to cure par value
tests, which were previously in breach. None of the other classes
has paid down and all coverage tests are currently in
compliance," S&P said.

"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.

"We have subjected the transaction's capital structure to a cash
flow analysis to determine the break-even default rate for each
rated class. We used the portfolio balance that we consider to be
performing, the reported weighted-average spread, and the
weighted-average recovery rates that we consider to be
appropriate. We incorporated various cash flow stress scenarios
using our standard default patterns, levels, and timings for each
rating category assumed for each class of notes, in conjunction
with different interest rate stress scenarios," S&P said.

"Non-euro assets denominated in U.S. dollars and British pounds
sterling account for about 7% of the underlying portfolio, and
the resulting foreign currency risk is hedged via perfect asset
swaps with Credit Suisse International (A+/Negative/A-1),
Citibank N.A (A/Negative/A-1), and JP Morgan Chase Bank
N.A.(A+/Stable/A-1) as swap counterparties. We have also stressed
the transaction's sensitivity to and reliance on the swap
counterparties, especially for senior classes of notes rated
higher than the swap counterparties, by applying foreign exchange
stresses to the notional amount of non-euro assets. Our analysis
showed that the class A-1 notes, which would otherwise pass at a
'AAA' rating level, could not withstand a 'AAA' stress under
these conditions, whereas the class A-2 notes could still
withstand a 'AA+' stress," S&P said.

"Therefore, and in accordance with our analysis, we have raised
our ratings on the class A-2 and C notes to levels that
appropriately reflect the current levels of credit enhancement,
the portfolio credit quality, and the transaction's performance,"
S&P said.

"We have also observed that the credit support available to the
class A-1, B, D, and E notes is commensurate with their current
ratings, and we have therefore affirmed our ratings on these
notes. However, note that the rating on the class E notes is
capped at 'B+' by our largest obligor test and would otherwise
pass at a 'BB-' level," S&P said.

"Finally, we have withdrawn our rating on the class W combination
notes, initially composed of EUR5 million of class C notes and
EUR5 million of class D notes, following confirmation by the
trustee that the notes had been exchanged and redeemed," S&P
said.

Cadogan Square CLO II 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 about 70%
of the portfolio. Cadogan Square CLO II closed in June 2006 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 II B.V.
EUR481.8 Million Secured Floating-Rate Notes

Ratings Raised

A-2         AA+ (sf)            AA (sf)
C           BBB+ (sf)           BBB- (sf)

Ratings Affirmed

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

Rating Withdrawn

W Combo     NR                  BB+ (sf)

NR--Not rated.


LOWLAND MORTGAGE: Moody's Assigns 'Ba2' Rating to Class D Notes
---------------------------------------------------------------
Moody's Investors Service has assigned definitive credit ratings
to the following notes issued by Lowland Mortgage Backed
Securities 1 B.V:

EUR538.6M Senior Class A1, Definitive Rating Assigned Aaa (sf)

EUR2,799.3M Senior Class A2, Definitive Rating Assigned Aaa (sf)

EUR189.6M Mezzanine Class B, Definitive Rating Assigned Aa3 (sf)

EUR144.1M Mezzanine Class C, Definitive Rating Assigned A3 (sf)

EUR79.6 Junior Class D, Definitive Rating Assigned Ba2 (sf)

The transaction represents the securitization of Dutch prime
mortgage loans backed by residential properties located in the
Netherlands and originated by SNS Bank N.V. (Baa1/P2). The
portfolio will be serviced by SNS Bank and RegioBank.

Ratings Rationale

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

The expected portfolio loss of 0.75% of the portfolio and the
MILAN Aaa required Credit Enhancement of 8.0% served as input
parameters for Moody's cash flow model, which is based on a
probabilistic lognormal distribution as described in the report
"The Lognormal Method Applied to ABS Analysis", published in July
2000.

The key drivers for the MILAN Aaa Credit Enhancement number,
which is in line with other prime Dutch RMBS transactions which
closed during the past twelve months, are (i) the weighted
average loan-to-foreclosure-value (LTFV) of 89.0%, (ii) the
proportion of interest-only loan parts (65.7%), (iii) the
weighted average seasoning of 4.6 years and (v) the availability
of the NHG-guarantee for 34.5% of the loans in the pool.

The key drivers for the portfolio expected loss are (i) the
performance of the seller's precedent transactions as well as the
performance of the seller's book (ii) benchmarking with
comparable transactions in the Dutch RMBS market and (iii) the
current economic conditions in the Netherlands in combination
with historic recovery rate and rescission rate data that was
received from the seller.

Approximately 12.8% of the portfolio is linked to life insurance
policies (life mortgage loans), which are exposed to set-off risk
in case an insurance company goes bankrupt. The seller has
provided loan by loan insurance company counterparty data.
Moody's considered the set-off risk in the cash flow analysis.

A key characteristic of this transaction is that there is no
interest rate swap in place. 14.5% of the portfolio is linked to
a floating interest rate. The weighted average interest rate on
the mortgage loans at closing is approximately 4.6%. The Class A1
notes carry a floating interest rate of one month Euribor plus a
margin equal to 1.0% and the Class A2 notes carry a fixed
interest rate of 3.5%. The transaction documentation provides
that the weighted average interest rate of the mortgage pool
remains at least at 3.5% and the weighted average margin on the
floating rate mortgage loans remains at least at 1.0%. The
principal on the A1 floating rate notes will be paid from the
floating rate mortgage loans while the principal on the A2 fixed
rate notes will be paid from the fixed rate mortgage loans. Since
there is no swap in this transaction, the excess spread in the
transaction can vary over time, depending on the weighted average
yield of the portfolio. In the cash flow analysis Moody's applied
a stressed assumption on the development of the weighted average
yield of the portfolio over time by taking the interest rate
limit of 3.5% of the mortgage pool and the margin limit on the
floating part of the mortgage pool into account.

The transaction benefits from a payment disruption ledger that is
funded at 1.5% of the outstanding amount of the notes at closing.
The transaction does not benefit from a reserve fund. Credit
enhancement in this transaction is provided through subordination
and totals 12% for the Aaa rated notes.

Moody's Parameter Sensitivities: At the time the rating was
assigned, the model output indicated that the Class A notes would
have achieved an Aa1 rating if the expected loss was as high as
2.25% assuming MILAN Aaa CE remained at 8.0% and all other
factors were constant. The model also indicated an Aa3 for the
Class A notes in case the MILAN Aaa CE was 12.8% assuming that
the expected loss was as high as 2.25%.

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

The V-Score for this transaction is Low/Medium, which is in line
with the V-Score assigned for the Dutch RMBS sector, mainly due
to the fact that it is a standard Dutch prime RMBS structure for
which Moody's has over 10 years of historical performance data on
precedent transactions. Three sub components underlying the V
Score deviate from the average of the Dutch RMBS sector. The
sector's Historical Performance Variability for the
Issuer/Sponsor/Originator is assessed a Low/Medium which is
higher than the Low V score assigned for the Dutch RMBS sector
for this sub components. The sector's transaction complexity and
the sector's analytic complexity are assessed with a Medium which
is higher than the Low/Medium V score assigned for the Dutch RMBS
sector for those sub components. V-Scores are a relative
assessment of the quality of available credit information and of
the degree of dependence on various assumptions used in
determining the rating. High variability in key assumptions could
expose a rating to more likelihood of rating changes. The V-Score
has been assigned accordingly to the report "V-Scores and
Parameter Sensitivities in the Major EMEA RMBS Sectors" published
in April 2009.

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

Other Factors used in this rating are described in The Lognormal
Method Applied to ABS Analysis published in July 2000, and Global
Structured Finance Operational Risk Guidelines: Moody's Approach
to Analyzing Performance Disruption Risk published in June 2011.

In rating this transaction, 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 Inverse Normal distribution
assumed for the portfolio default rate. On the recovery side
Moody's assumes a stochastic (normal) recovery distribution which
is correlated to the default distribution. In each default
scenario, the corresponding loss for each class of notes is
calculated given the incoming cash flows from the assets and the
outgoing payments to third parties and noteholders. Therefore,
the expected loss or EL for each tranche is the sum product of
(i) the probability of occurrence of each default scenario; and
(ii) the loss derived from the cash flow model in each default
scenario for each tranche.

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

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


LOWLAND MORTGAGE: Fitch Assigns 'BB' Rating to Class D Notes
------------------------------------------------------------
Fitch Ratings has assigned Lowland Mortgage Backed Securities 1
B.V's EUR3.793 billion mortgage-backed notes final ratings, as
follows:

  -- EUR538,600,000 floating-rate class A1 mortgage-backed notes:
     'AAAsf'; Outlook Stable

  -- EUR2,799,300,000 floating-rate class A2 mortgage-backed
     notes: 'AAAsf'; Outlook Stable

  -- EUR189,600,000 floating-rate class B mortgage-backed notes:
     'AAsf'; Outlook Stable

  -- EUR144,100,000 floating-rate class C mortgage-backed notes:
     'BBB+sf'; Outlook Stable

  -- EUR79,600,000 floating-rate class D mortgage-backed notes:
     'BBsf'; Outlook Stable

  -- EUR41,800,000 floating-rate class E mortgage-backed notes:
     not rated

The notes are backed by a well-seasoned non-revolving portfolio
of prime residential mortgage loans, originated and serviced by
SNS Bank N.V. (SNS Bank; 'BBB+'/Stable/'F2') and its wholly-owned
subsidiary Regio Bank. The portfolio contains 34.5% of NHG-
guaranteed loans and 12% of borrowers employed by the sellers.
The final ratings are based on the underlying collateral,
available credit enhancement, SNS Bank and Regio Bank origination
and underwriting procedures, its servicing capabilities and the
transaction's legal structure.

The class C and D notes' ratings are capped at SNS Bank's rating.
Fitch downgraded SNS Bank's Long-term Issuer Default Rating (IDR)
to 'BBB+' with a Stable Outlook on 15 March 2011.

At closing, the credit enhancement (CE) for the class A notes was
12%, provided by the subordination of the class B notes (5%), the
class C notes (3.8%), the class D notes (2.1%) and the unrated
class E notes (1.1%). The transaction further benefits from a
payment disruption ledger equal to 1.5% of the outstanding notes
for as long as the Class A, B or C notes are still outstanding.
Unlike most Dutch RMBS transactions, there is no swap in place to
hedge the interest rate differential between the notes and the
mortgage loans. In order to mitigate this risk the proportion of
fixed/floating rate notes issued is approximately the same as the
proportion of fixed/floating rate mortgage loans at closing.
Additionally SNS Bank guarantees a total return on the mortgage
loans and a certain margin on the floating rate notes.

To analyze the CE levels, Fitch evaluated the collateral using
its default model, details of which can be found in the reports
entitled "EMEA Residential Mortgage Loss Criteria", dated 16
August 2011 and "EMEA Criteria Addendum - Netherlands", dated 8
March 2011, which are available on the agency's website,
www.fitchratings.com. The agency assessed the transaction cash
flows using default and loss severity assumptions indicated by
the default model under various structural stresses including
prepayment speeds and interest rate scenarios. The cash flow
tests showed that each class of notes could withstand loan losses
at a level corresponding to the related stress scenario without
incurring any principal loss or interest shortfall and can retire
principal by the legal final maturity.

The transaction strongly relies on the creditworthiness of SNS
Bank which fulfils a number of roles in the transaction. SNS Bank
is the seller, servicer and foundation account provider in this
transaction. SNS Bank is rated below Fitch's eligible
counterparty rating of 'A'/'F1'. For this reason, the agency
accounted for a loss due to deposit set-off in the 'A-sf' and
above rating scenarios. For the same reason Fitch did account for
a loss of mortgage payments due to a disruption of payments.

Fitch was provided with loan-by-loan information on the
securitized portfolio as of 30 November 2011. Most of the data
fields were of sufficient quality with the exception of some
missing income and employment type information (58% and 50%
respectively). Fitch made a conservative assumption with regards
to the missing information. The mortgage portfolio's collateral
review involves reviewing vintage performance data and loan-by-
loan loss severity information on the originator's sold
repossessions, which Fitch used to validate the frequency of
foreclosure assumptions, quick sale adjustments and foreclosure
timing assumptions used within its analysis. Based on the
received data, Fitch used its standard QSA assumption.

SNS Bank did provide cumulative default data by vintage for both
NHG and non-NHG loans. This data was in line with Fitch's
performance assumptions for the Dutch market. The performance of
the NHG loans was significantly better compared to the non-NHG
loans, therefore a reduction to the default probabilities of the
NHG loans was applied. On the recovery side, Fitch analyzed the
claims under the NHG guarantee scheme entered by SNS Bank to the
Stitching WEW between 2006 and 2011. Based on the payout of the
claims, Fitch calculated a recovery rate vector incorporating the
higher expected recoveries for the NHG loans.


UPCB FINANCE: Moody's Assigns 'Ba3' Rating to US$750MM Sr. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the US$750
million senior secured notes due 2022 being issued by UPCB
Finance VI Limited. The rating outlook is stable.

UPCB Finance VI, incorporated in Cayman Islands, a trust-owned
special purpose vehicle, will on-lend the proceeds on a senior
secured basis into the UPC Holding BV group. UPC carries a Ba3
CFR. The bond proceeds will fund an additional facility under the
existing UPC Broadband Holding B.V. bank facility rated Ba3. The
borrower under the additional facility, to be referred to as
Finco loan, is expected to be UPC Financing Partnership (UPC
Financing), an established borrower under the UPC Bank Facility.
The proceeds of the additional facility will be used to replace
an equivalent amount of existing borrowings (Facility M, N and O
due 2013/14) under the UPC Bank Facility.

Ratings Rationale

The Ba3 rating on the notes reflects Moody's view that the senior
secured on-lending establishes a claims position for holders of
the new notes that is broadly equivalent to that of existing
lenders under the UPC Bank Facility. While covenants under the
notes are limited, holders of the notes indirectly benefit from
the same maintenance covenants as are stipulated under the UPC
Bank Facility agreement. The note-holders also benefit from pro-
rata voting rights on certain matters including enforcement. The
structure for these notes is exactly in line with the existing
senior secured notes issued by the special purpose vehicles under
UPC.

The current Ba3 corporate family rating reflects (i) UPC's
significant scale of operations and its geographical
diversification across European markets; (ii) its good operating
performance in Western Europe; and (iii) UPC's continued
adherence to its publicly stated financial policy of not
exceeding 5.0x Total Debt to EBITDA as enshrined in the terms and
conditions of its existing debt instruments.

However, the rating also takes into account the strong
competition in its countries of operations (notably in the CEE
region). Moody's ratings incorporate the fact that UPC is fully
controlled by Liberty Global Inc. (CFR at Ba3) and pursues a
strategy whereby it aims to keep the leverage close to its stated
leverage parameters thereby continuing to maintain tight headroom
under its financial covenants.

Holders of the new notes will have security over the Issuer's
shares and over its assets, including its rights to and benefit
in the Finco loan. However, holders of the notes have only
indirect recourse to UPC Financing so that in an enforcement
scenario they would have to enforce their rights under the notes'
collateral, in particular the rights under the Finco loan, before
they can proceed to realize the asset security under the Finco
loan. This could delay asset realization or make it more costly.

In connection with the Finco loan, the Issuer and UPC Financing
will enter into an accession agreement ('Finco Accession
Agreement'), pursuant to which the Issuer will accede to the UPC
Bank Facility as Facility AD. UPC will use the proceeds from
Facility AD to replace existing borrowing under the UPC Bank
Facility, further improving UPC's debt maturity profile. Post
this refinancing, UPC's next material debt maturities would fall
in 2016.

The stable outlook reflects Moody's expectation that the company
should continue to maintain good operating momentum while
managing towards the stated leverage target and, as a result, its
leverage should not increase materially above 5.0x Gross Debt to
EBITDA (as defined by Moody's).

What Could Change the Rating - Up

Positive ratings development would most likely result from
leverage decreasing and remaining solidly below 4.5x and moving
towards 4x on a Gross Debt to EBITDA (as adjusted by Moody's)
basis on the back of strong operating performance.

What Could Change the Rating - Down

Sustained weak operating performance in conjunction with an
increase in Gross Debt to EBITDA (as adjusted by Moody's) towards
5.5x could result in downward pressure. Furthermore weak
liquidity would put a downward pressure on the rating.

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

UPC is a pan-European cable provider, a principal subsidiary of
Liberty Global Inc. In 2010, the company generated EUR3.7 billion
in revenue and EUR1.8 billion in reported operating cash flow.


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


BANCO COMMERCIAL: DBRS Cuts Dated Subordinated Note Rating to BB
----------------------------------------------------------------
DBRS, Inc. has downgraded the ratings of Banco Comercial
Portugues, S.A. (Millennium bcp or BCP or the Group) following
the downgrade of the Republic of Portugal.  DBRS has downgraded
BCP's Senior Long-Term Debt & Deposit rating to BBB (low) from
BBB and the Short-Term Debt & Deposit rating to R-2 (mid) from
R-2 (high).  The trend on all ratings remains Negative.  These
rating actions follow DBRS's downgrade of the Republic of
Portugal to BBB (low) from BBB, with the trend remaining
Negative.

In light of this sovereign rating action, upcoming bank earnings,
and the condition of the financial sector, DBRS will continue to
evaluate the intrinsic strength of the Group.  DBRS maintains its
SA-2 support assessment for Millennium bcp, which indicates an
expectation of timely systemic support in case of need.

However, with the current rating for the Portuguese sovereign at
BBB (low), which is below the intrinsic assessment for BCP, there
is currently no uplift to the Group's ratings.

DBRS has also assigned new ratings for subordinated debt at one
of BCP's branches.  DBRS assigned a Dated Subordinated Notes
rating of BB (high) with a Negative trend to BCP Madeira Branch.
This rating is subject to the maintenance of BCP's Senior Long-
Term Debt & Deposit rating of BBB (low), Dated Subordinated

Notes rating of BB (high), and Short-Term Debt & Deposit rating
of R-2 (mid).

Banco Comercial Portugues, S.A. Dated Subordinated Notes
Downgraded BB (high) Neg Jan 31, 2012

BCP Finance Bank, Ltd. Guaranteed Dated Subordinated Notes
Downgraded BB (high) Neg Jan 31, 2012

BCP Madeira Branch Dated Subordinated Notes New Rating BB (high)
Neg Jan 31, 2012


BANCO ESPIRITO: DBRS Cuts Dated Subordinated Note Rating to 'BB'
----------------------------------------------------------------
DBRS, Inc. has downgraded the ratings of Banco Espirito Santo,
S.A. (BES or the Group) following the downgrade of the Republic
of Portugal.  DBRS has downgraded BES's Senior Long-Term Debt &
Deposit rating to BBB (low) from BBB and the Short-Term Debt &
Deposit rating to R-2 (mid) from R-2 (high).  The trend on all
ratings remains Negative.  These rating actions follow DBRS's
downgrade of the Republic of Portugal to BBB (low) from BBB, with
the trend remaining Negative.

In light of this sovereign rating action, upcoming bank earnings,
and the condition of the financial sector, DBRS will continue to
evaluate the intrinsic strength of the Group.  DBRS maintains its
SA-2 support assessment for BES, which indicates an expectation
of timely systemic support in case of need.  However, with the
current rating for the Portuguese sovereign at BBB (low), which
is below the intrinsic assessment for BES, there is currently no
uplift to the Group's ratings.

DBRS has also assigned new ratings for subordinated debt at
several of BES's branches.  DBRS assigned Dated Subordinated
Notes ratings of BB (high) to BES Madeira Branch, BES London
Branch and BES Cayman Islands Branch.  The trend on these ratings
is Negative.  These ratings are subject to the maintenance of
BES's Senior Long-Term Debt & Deposit rating of BBB (low), Dated
Subordinated Notes rating of BB (high), and Short-Term Debt &
Deposit rating of R-2 (mid).

Banco Espirito Santo, S.A. Dated Subordinated Notes Downgraded BB
(high) Neg Jan 31, 2012

BES Finance, Ltd. Guaranteed Dated Subordinated Notes Downgraded
BB (high) Neg Jan 31, 2012

BES Madeira Branch Dated Subordinated Notes New Rating BB (high)
Neg Jan 31, 2012

BES Cayman Islands Branch Dated Subordinated Notes New Rating BB
(high) Neg Jan 31, 2012

BES London Branch Dated Subordinated Notes New Rating BB (high)
Neg Jan 31, 2012


ESPIRITO SANTO: DBRS Cuts Dated Subordinated Debt Rating to 'BB'
----------------------------------------------------------------
DBRS, Inc. has downgraded the ratings of Espirito Santo Financial
Group, S.A. (ESFG or the Group) following the downgrade of the
Republic of Portugal.

DBRS has downgraded ESFG's Senior Long-Term Debt rating to BBB
(low) from BBB and the Short-Term Instruments rating to R-2 (mid)
from R-2 (high).  The trend on all ratings remains Negative.
These rating actions follow DBRS's downgrade of the Republic of
Portugal to BBB (low) from BBB, with the trend remaining
Negative.

The rating action reflects the Group's controlling interest in
Banco Espirito Santo (BES), which is based in Lisbon, Portugal.
BES is the principal operating subsidiary of ESFG.  BES's
intrinsic strength is the principal driver for continued dividend
payments to the parent company, which translates into the
predominant share of ESFG's net income.

In light of this sovereign rating action, upcoming bank earnings,
and the condition of the financial sector, DBRS will continue to
evaluate the intrinsic strength of the Group.  DBRS maintains its
SA-3 support assessment for ESFG, reflecting no expectation of
any form of timely external support.

Espirito Santo Financial Group, S.A. Dated Subordinated Debt
Downgraded BB (high) Neg Jan 31, 2012


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


MINIMAX DISCOUNT: Files for Insolvency; Closes 58 Stores
--------------------------------------------------------
SeeNews, citing financial daily Ziarul Financiar, reports that
Minimax Discount filed for insolvency on Feb. 1.

According to SeeNews, Ziarul Financiar quoted unnamed sources as
saying that the company has closed all its 54 MiniMAX Discount
and four Macro stores.

Data from the finance ministry's Web site show that Minimax
Discount posted a loss of RON14.5 million (US$4.38 million/
EUR3.33 million) in 2010, on a turnover of RON277.8 million,
SeeNews discloses.

Minimax Discount is a discount retailer owned by Romanian
businessman Dinu Patriciu.


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


CREDIT BANK: Fitch Assigns 'B+(exp)' Rating to Sr. Unsec. Bonds
---------------------------------------------------------------
Fitch Ratings has assigned Credit Bank of Moscow's (CBM) two
upcoming RUB issues of senior unsecured bonds Long-term local
currency 'B+(exp)' and National Long-term 'A-(rus)(exp)'expected
ratings.  The expected Recovery Ratings for the bonds are 'RR4'
The bonds' final ratings are contingent on the receipt of final
documents conforming to information already received.

The bonds have a maturity of five years and nominal values of
RUB3 billion for the Series 9 bonds and RUB5 billion for the
Series 10 bonds.

CBM is a medium-sized Moscow-based bank focusing on corporate
lending, the 21st largest in Russia by assets at HY2011, owned by
Roman Avdeev.


GEFEST JSIC: Fitch Affirms 'B+' Insurer Financial Strength Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed JSIC GEFEST (Russia)'s (GEFEST)
Insurer Financial Strength (IFS) rating at 'B+' and National IFS
rating at 'A(rus)'.  The Outlooks are Positive.

The Positive Outlooks were originally assigned in February 2011
to reflect Fitch's expectations that GEFEST's risk-adjusted
capital position would improve substantially after the capital
increase scheduled for Q111.  While this expectation has been
fully met, Fitch notes that GEFEST reported a notable weakening
of its underwriting result in 2010 and 9M11.  This was against
Fitch's expectations and the insurer's own projections.  The
agency believes this development currently constrains any
upgrade. To a lesser extent, the upgrade is also constrained by a
moderate weakening of the average credit quality of the insurer's
investment portfolio at end-9M11 compared with end-2009 and end-
2010.

Fitch would view a sustainable tightening of GEFEST's expense
management as a key trigger for an upgrade.  The agency would
also expect the insurer to continue adhering to cautious
expansion, strong underwriting controls and achieve some
improvement in investment discipline. Further deterioration of
the insurer's technical result would be viewed as a key trigger
for negative rating actions.

The ratings continue to reflect GEFEST's strong underwriting
expertise, supported by a low loss ratio, its solid position in
the niche of construction insurance, and its adequate reinsurance
protection.  The ratings also capture the moderate quality of the
investment portfolio.

The key driver behind the weakening of the underwriting
performance in 2010 was the insurer's insufficient prudence in
managing its expense levels, which made the combined ratio
significantly vulnerable to fluctuations in business volumes and
meant it grew to 107.3% in 2010 from 88.5% in 2009.  Expenses
continued to exert significant pressure on GEFEST's underwriting
result in 9M11, with the combined ratio moderately increasing to
93.9% from 88.1% in 9M10 despite improved levels of the loss and
commission ratios.

In accordance with the schedule, GEFEST's shareholders increased
the insurer's statutory capital to RUB750 million from RUB294
million in Q111 to secure comfortable compliance with new
regulatory requirements to the minimum level of statutory
capital.  The capital increase was funded through the partial
recapitalization of dividends paid by the insurer in 2010 and
fresh injections in approximately equal proportions.  Based on
its internal factor-based model, Fitch notes that GEFEST's
capital adequacy strengthened following the capital increase in
Q111 and is more than supportive for the insurer's ratings level.

Fitch continues to see GEFEST's underwriting and in-house claims
handling expertise as one of the important competitive advantages
that has allowed the insurer to take a strong position in its key
niche of construction insurance in Russia.

Fitch views GEFEST's reinsurance protection as adequately
covering the insurer's key line of business of construction
insurance.  The agency believes that the credit quality and
capacity of GEFEST's core reinsurance program is one of the
insurer's advantages in the competition for construction risks
with local major multi-line insurers.  GEFEST's reinsurance
protection has proved its efficiency.  It protected the insurer's
capital, which is small relative to underwriting risks assumed,
from large losses in 2004, 2008 and 2010.

Fitch views the average credit quality of GEFEST's investment
portfolio as moderate, reflecting significant placements with
sub-investment grade or non-rated banks and, to a lesser extent,
exposure to affiliated investments.  Offsetting these weaknesses
to some extent is the absence of perceptible concentrations to
one counterparty.  The insurer also has a moderate appetite for
investments in the commodities market, which demonstrate
significant volatility.

GEFEST is a non-life insurance company with gross premiums
written of RUB1.6 billion in 2010 and gross assets of RUB2.2
billion at end-2010.  At present, GEFEST is 77% owned by 21
individuals (including members of the management team) and 23% by
eight corporate entities.


ROSAGROLEASING JSC: Fitch Puts 'BB+' IDR on Watch Negative
----------------------------------------------------------
Fitch Ratings has placed JSC Rosagroleasing's (RAL) Long-term
Issuer Default Rating (IDR) of 'BB+' on Rating Watch Negative
(RWN).

The RWN reflects the increased uncertainty about RAL's asset
quality due to a long delay in publication of its IFRS accounts
for 2010, which according to management is due to a dispute with
auditors about the level of impairment charges.  Furthermore,
Fitch also notes public reports about recently initiated new
legal cases against the former management alleging them of
fraudulent activities.

RAL's ratings reflect the potential government support, given the
company's 99.9% state ownership and policy role in providing
leasing services to the agriculture sector.  The ratings also
consider the track record of capital support, and the fact that
the company has been managed with low leverage to date.

The RWN will be resolved once Fitch is able to conduct a
comprehensive review of the company's financial position,
including that of its asset quality.  This will draw on the IFRS
accounts for 2010, the publication of which is now expected in
January 2012, according to RAL, as well as the company's latest
statutory accounts and management disclosures.  The review will
also consider the company's liquidity position and the extent to
which the delayed publication of the 2010 accounts could result
in an acceleration of any of the company's borrowings.

Fitch understands that losses are likely to be concentrated in
advances for suppliers, while the quality of the lease book is
already quite poor.  According to management, non-performing
leases (defined as more than 90 days overdue) stood at a high 27%
at end-Q311. As a mitigating factor, RAL has low leverage (debt-
to-equity of only 9.2% at Q311 according to RAS), and leverage
should remain moderate even in case of substantial write-downs of
both advances to suppliers and leases.

However, Fitch also notes that the company's balance sheet is
segregated by management into two parts, one of 'federal leases'
(about 90% of lease assets) funded by equity, and another one of
'commercial leases' financed by local and international bank
borrowings. Although legally these two business parts are not
separate, Fitch believes, there is some risk that the company's
equity base would not always be available to absorb losses in the
'commercial' lease portfolio, possibly resulting in problems with
servicing of obligations to creditors.  As part of its review,
Fitch will seek to confirm that cash flows from the whole of
RAL's lease portfolio will be available to service creditors.

The ratings may be downgraded if the amount of additional asset
quality problems is substantial, resulting in a significant
increase in the company's leverage.  The ratings may also be
downgraded in case of heightened vulnerabilities in the company's
liquidity position, or if Fitch is unable to receive confirmation
that cash flows from the full portfolio are available to service
creditors.

The rating actions are as follows:

  -- Long-term foreign currency IDR: 'BB+'; placed on RWN
  -- Short-term foreign currency IDR:'B'; affirmed
  -- National Long-term Rating: 'AA(rus)'; placed on RWN
  -- Support Rating: '3': affirmed
  -- Support Rating Floor: 'BB+'; placed on RWN


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


MAPFRE SA: Fitch Cuts Rating on EUR700MM Subordinated Debt to BB+
-----------------------------------------------------------------
Fitch Ratings has downgraded Mapfre SA's Issuer Default Rating to
'A-' from 'A' and its core operating subsidiaries' Insurer
Financial Strength (IFS) rating to 'A' from 'A+'.  The ratings
have simultaneously been removed from Rating Watch Negative where
they were placed on December 20, 2011.  The Outlook for the
ratings is Negative.

As indicated previously (see "Fitch Places Mapfre's Ratings on
Rating Watch Negative", dated December 20, 2011 at
www.fitchratings.com), the resolution of the RWN was dependent
upon the resolution of the RWN on Spain's sovereign ratings given
the intrinsic link between Mapfre's ratings and Spain's
creditworthiness.

Mapfre's ratings would be most likely further downgraded from the
current 'A' IFS if the Spanish sovereign rating was further
downgraded.  The ratings could also be downgraded if the exposure
to the Spanish insurance market or sovereign debt resulted in
underwriting or investment losses beyond Fitch's current
expectations.

Conversely, Mapfre's Outlook could be revised to Stable if the
Outlook on the Spanish sovereign rating was revised to Stable.

The rating actions are as follows:

Mapfre Familiar
Mapfre Global Risks Cia De Seguros Y Reaseguos
Mapfre Vida SA De Seguros Y Reaseguros

  -- IFS downgraded to 'A' from A+; Outlook Negative

Mapfre Re Compania De Reaseguros S.A

  -- IFS downgraded to 'A-' from A; Outlook Negative

Mapfre SA

  -- Long-term IDR downgraded to 'BBB+' from 'A-'; Negative
     Outlook
  -- EUR700m 5.91% subordinated debt due 2037 with step-up in
     2017 off Rating Watch Negative; downgraded to 'BB+' from
     'BBB-'

MAPFRE U.S.A. Corp.

  -- Long-term IDR downgraded to 'BBB+' from 'A-'; Negative
     Outlook
  -- USD300m 5.95% senior notes due February 26, 2013 off Rating
     Watch Negative; downgraded to 'BBB' from 'BBB+'

Commerce Insurance Company
Citation Insurance Company
Commerce West Insurance Company
American Commerce Insurance Company

  -- IFS downgraded to 'A' from 'A+'; Negative Outlook


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


SAAB AUTOMOBILE: Zhejiang Youngman Places Bid, Ekot Says
--------------------------------------------------------
Ola Kinnander at Bloomberg News, citing Swedish public
broadcaster Ekot, reports that Zhejiang Youngman Lotus Automobile
has placed a bid on Saab Automobile.

According to Bloomberg, Ekot, citing unidentified sources, on
Thursday said that the bid is worth several billion kronor.

                            About Saab

Saab, or Svenska Aeroplan Aktiebolaget (Swedish Aircraft
Company), was founded in 1937 as an aircraft manufacturer and
revealed its first prototype passenger car 10 years later after
the formation of the Saab Car Division.  In 1990, Saab
Automobile AB was created as a separate company, jointly owned by
the Saab Scania Group and General Motors, and became a wholly-
owned GM subsidiary in 2000. In February 2010, Spyker Cars N.V.
was renamed Swedish Automobile N.V. (Swan) on June 15, 2011.

Saab Automobile AB currently employs approximately 3,700 staff in
Sweden, where it operates production and technical development
facilities at its headquarters in Trollhattan, 70 km north of
Gothenburg.  Saab Cars North America is located in Royal Oak,
Michigan employing approximately 50 people responsible for sales,
marketing and administration duties for the North American
market.

On Dec. 19, 2011, Swedish Automobile N.V. disclosed that Saab
Automobile AB (Saab Automobile), Saab Automobile Tools AB and
Saab Powertrain AB filed for bankruptcy with the District Court
in Vanersborg, Sweden.  After having received the recent position
of GM on the contemplated transaction with Saab Automobile,
Youngman informed Saab Automobile that the funding to continue
and complete the reorganization of Saab Automobile could not be
concluded.  The Board of Saab Automobile subsequently decided
that the company without further funding will be insolvent and
that filing bankruptcy is in the best interests of its creditors.
Swan does not expect to realize any value from its shares in Saab
Automobile and will write off its interest in Saab Automobile
completely.


UNIQUE PUB: Fitch Downgrades Rating on Class N Notes to 'B'
-----------------------------------------------------------
Fitch Ratings has downgraded Unique Pub Finance plc's (Unique)
Class A, M and N notes, removed them from Rating Watch Negative
(RWN) and assigned a Negative Outlook to all classes.  The notes
were placed on RWN following the agency's update of its UK Whole
Business Securitisation Criteria (dated August 12, 2011).

The key factors driving the downgrades are continued poor
operating performance due to weak market positioning (wet-led
tenanted pubs), difficulties in adapting the pubs (run by the
tenants) to the observed changes in consumer behavior, and
ongoing issues with the transaction structure which allow cash
leakage to the debt-laden parent company Enterprise Inns plc
(ETI).  These factors have resulted in deteriorating free-cash-
flow (FCF) DSCR and EBITDA leverage metrics.

Operationally, Unique continues to face significant industry
headwinds as a wet-led tenanted operator in the UK pub industry,
with additional downward pressure from a worsening UK economy,
escalating beer duty (up by 35.4% over the past three years), and
strong competition from the off-trade (with the major
supermarkets selling beers at a discount).  Excluding pub
disposals, financial performance has deteriorated slightly. Like-
for-like net income for the ETI substantive estate (a good proxy
for Unique) was still down 1.7% for the financial year ending 30
September 2011 (albeit marginally improving year-on-year from
2.3% down).  Finally, Fitch is also concerned that the
transaction has failed to reduce leverage (despite the disposal
program) which has marginally gone up year-on-year to 8.6x
(including cash reserve) from 8.5x due to declining EBITDA.  The
underlying debt per pub has also increased by a three-year CAGR
of 3.3% (to GBP493k from GBP448k).

Fitch expects TTM September 2012 FCF to further decline by 4.6%
to GBP150.6 million.  Thereafter, low negative growth is
forecast.  Fitch's resulting base case FCF DSCR to legal final
maturity of the notes for the class A, M, and N are c. 1.35x,
1.05x and 0.95x hitting minimums of c. 1.1x, 1.0x and 0.9x,
respectively.  These FCF DSCR metrics support the rating action
(in view of the updated UK WBS criteria released 12 August 2011),
notably considering the ongoing downward pressure endured by the
tenanted pubs.

In terms of outlook, it is difficult for management to
proactively manage their estate which would allow them to
capitalize on the growing pub market share of the eating out
market (as managed pub operators are doing).  The estate
therefore remains primarily wet-led (food sales representing only
25% in contrast to over 50% for Mitchells & Butlers plc) with ETI
being mainly limited to advising tenants, whereas tenants are
constrained by lack of investment capital and increased operating
costs. Management's goal is to continue to downsize the estate
while improving the average quality by divesting of
underperforming pubs.  However, Unique has also lost some high
quality pubs (based in London) via exchanges with ETI in order to
complete opportunistic sale & leaseback deals with attractive
yields.  This allowed ETI to raise GBP133 million to reduce ETI's
bank borrowings ahead of their refinancing.  Fitch is concerned
that this could result in a reduction in the quality of Unique's
estate, and understands that management may continue to do this.

Prepayments allow the creation of interest-only periods, as
unlike typical WBS structures, debt service is not reduced pro
rata.  Unique can therefore continue to upstream cash to ETI
(with the FCF DSCR covenant effectively becoming FCF ICR), which
is a significant structural weakness. While it seems likely that
the class A2Ns will be prepaid, the ability to prepay the
remaining fixed class A notes is less certain as they may be
limited by lower than expected disposal proceeds and substantial
prepayment fees (spens), meaning debt service could increase
significantly in September 2013 starting with the amortization of
the class A4 notes.  It would then remain at a high level until
2023 under the current amortization schedule, putting substantial
pressure on the already stressed FCF DSCR metrics.

In addition, the favorable credit enhancements such as a tranched
liquidity facility, cash reserve account of GBP65 million (which
favors the junior notes under all but extreme stress scenarios)
and deferability of the junior notes (in favor of the senior
notes) may result in only delaying potential financing problems
in view of the long-term negative outlook for tenanted, wet-led
community pubs and the degree of leverage.

The analysis is based on the assumption that the transfer of pubs
between ETI and Unique are made at arm's length as confirmed by
management.  Additionally, no valuation report was made available
to Fitch by management.

The transaction is the securitization of 2,881 leased and
tenanted UK pubs owned by Enterprise Inns plc.

The rating actions are as follows:

  -- GBP51.2m class A2N floating-rate secured bonds due 2013:
     downgraded to 'BB'; Outlook Negative; removed from RWN
  -- GBP435.0m class A3 fixed-rate secured bonds due 2021:
     downgraded to 'BB'; Outlook Negative; removed from RWN
  -- GBP535.0m class A4 fixed-rate secured bonds due 2027:
     downgraded to 'BB'; Outlook Negative; removed from RWN
  -- GBP225.0m class M fixed-rate secured bonds due 2024:
     downgraded to 'B+' from 'BB-'; Outlook Negative; removed
     from RWN
  -- GBP190.0m class N fixed-rate secured bonds due 2032:
     downgraded to 'B' from 'B+'; Outlook Negative; removed from
     RWN


===========
T U R K E Y
===========


VESTEL ELETRONIK: Fitch Affirms Issuer Default Rating at 'B'
------------------------------------------------------------
Fitch Ratings has affirmed Turkey-based Vestel Elektronik Sanayi
Ve Ticaret A.S's (Vestel) Long-term foreign and local currency
Issuer Default Ratings (IDR) at 'B'.  The Outlook on both IDRs is
Stable.  Fitch has also affirmed the senior unsecured rating of
Vestel Electronics Finance Ltd.'s guaranteed issue of US$225
million 8.75% 2012 maturity notes at 'B'/'RR4'.

The rating affirmations reflect the fact that Vestel's key credit
metrics (actual and expected) remain relatively comfortable for
the current ratings, despite relatively weak liquidity.  Broadly
stable financial performance has been supported by management's
focus on reducing gross debt levels and decreasing balance sheet
related FX risks through increased financial hedging.  Assuming
that end-market conditions and prevailing FX rates do not
materially worsen, Fitch expects Vestel's credit profile to
remain consistent with its current ratings.

Following the buy-back of 116 million of its US$225 million
outstanding bond, Vestel has significantly reduced its re-
financing risk and had a better cash position at end-2011, facing
a tough business environment.  Fitch expects that Vestel will
repay the remaining part of its 2012 eurobond from its cash
balance and continue de-leveraging through 2012. Fitch expects
FFO adjusted net leverage to decline to less than 5x at end-2012
from 5.4x expected at end-2011.  However, the agency believes
that an improvement in credit metrics in isolation is unlikely to
lead to an upgrade given that metrics alone are not the main
restriction to Vestel's ratings.

The ratings also incorporate Vestel's recent trading performance
which has been robust for the past 12-18 months, thanks to an
improved domestic environment and depreciating Turkish lira
(TRY).  Revenue increased 19% in Q311 on a 12 month rolling basis
and 27% on a quarterly basis.  The correction in TV panel prices
followed by lower raw material prices pushed EBITDA margins up to
11% at the end of Q311 (6% Q310).  The major reasons for the
higher EBITDA margin on a YoY basis includes: the overall
depreciation of the TRY, volume growth and ongoing shift to
premium products (including LED TVs) despite pricing pressure
coupled with rising raw material prices (mainly in the white
goods business) However it is important to note that the economic
conditions in Europe are likely to have a negative effect on
Vestel's profitability and normalize margins to approximately 6%
in 2013.

The ratings continue to be supported by Vestel's low-cost
manufacturing position, improving design capabilities, its
healthy market share in the European TV and white goods markets,
its proximity to the EU (which provides it with an advantage over
Asian competition) and its strong economies of scale, including
having Europe's largest production facility under one roof.

However, despite these strengths, Vestel's credit profile remains
relatively weak. Key weaknesses include the company's exposure to
the mature and highly competitive TV and white goods markets,
where technological change and over-capacity has led to intense
price competition.  Combined with Vestel's large FX exposure
within its P&L (negative when the TRY appreciates), this can lead
to significant swings in profitability.

Other constraining factors include Vestel's historically weak
cash flow (it has generated positive free cash flow (FCF) only
once in the past five years), and a relatively opaque group
structure, which includes a parent company (Zorlu Group) for
which financial details are limited.  Liquidity suffers from
Vestel's reliance on short-term debt, a lack of committed undrawn
credit lines, a degree of FX exposure (with debt mainly in US
dollars but cash flows in a mix of US dollars, euros and TRY).

Fitch believes there is little upside to Vestel's ratings at
present, given concerns about liquidity and FX exposure.
Nevertheless, a significant improvement in credit metrics, such
as funds from operation (FFO) adjusted leverage below 1x, could
create positive ratings momentum.

A downgrade could occur if key credit metrics were to sustainably
worsen, such as FFO adjusted net leverage of 5x or more, and FFO
adjusted gross leverage above 6x. Also negative ratings action
could be taken if FFO interest coverage increase to more than 5x.


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


GAME: Lenders Agree to Revise Banking Facilities
------------------------------------------------
Graeme Evans at the Scotsman reports that Game has been handed a
lifeline after its lenders agreed to revise the firm's banking
facilities.

The company, which experienced poor trading over Christmas, on
Friday said it would be able to continue to trade, the Scotsman
relates.  However, it is expected to have to downsize its
operations, possibly through the sale of its international
operations, after the banks insisted on a lower level of
borrowings going forward, the Scotsman notes.

The company is now working on an updated strategic plan for
review by its banks and which will cover all aspects of the
business, the Scotsman discloses.

The company fuelled fears over its future last month when it said
it will not meet a banking covenant -- a promise made to
creditors to secure a loan -- when it is tested at the end of
February, the Scotsman recounts.

The company, the Scotsman says, now expects that losses for the
year to the end of last month will be around GBP18 million, but
the revised support of its lenders means it should now meet its
covenant test.

Game is a computer games retailer.  It has 1,300 stores worldwide
trading under the Game and Gamestation brands.


MICRO ANVIKA: Seeks Approval for Company Voluntary Arrangement
--------------------------------------------------------------
Paul Kunert at Channel Register reports that Micro Anvika is
seeking approval from distributors to greenlight a restructure
package.

The retailer appointed biz consultancy Re10 last month to advise
it on the best way to counter the slump in consumer spending and
cut crippling overheads, Channel Register recounts.

The advisory firm has written to suppliers stating that the "best
option" is to push for a company voluntary arrangement (CVA) "as
opposed to a liquidation and administration scenario" and that a
creditors meeting has been called for March, Channel Register
relates.

According to Channel Register, Re10 stated that the proposals
have yet to be finalized, but Micro Anvika has started
negotiations with the landlords of loss-making leasehold sites to
buy them out of their contracts.

The duration of the CVA will be five years, with distributors
becoming creditors on a yearly basis, Channel Register states.
Contributions will be made to them based on profitable trading,
though this will not happen in the first six months as the
retailer rebuilds working capital, Channel Register notes.

The Re10 proposal also states that Micro Anvika directors will
not be paid any bonuses or bag any pay increases during the CVA.
Neither will shareholders receive any dividends or return of
share capital in that period, Channel Register discloses.

Concerns over the long-term economic viability of Micro Anvika
were raised last year when channel sources claimed the firm had
been forced to trade on a cash-only basis after credit insurers
Atradius and QBE pulled limits, Channel Register recounts.

Re10 said the retailer will require ongoing support from
suppliers before and during the CVA but that kit would be
provided on a "cash-on-delivery" basis, according to Channel
Register.

The slide in Micro Anvika's fortunes were apparent in recent
years with sales in the 12 months to March 31, 2010 standing at
GBP30 million compared to GBP43 million just two years earlier,
Channel Register discloses.

Micro Anvika is a Tottenham Court Road-based retailer.  It has
seven stores including a concession in Harrods.


PETROPLUS HOLDINGS: Gets 40 Expressions of Interest for Coryton
---------------------------------------------------------------
Alan Jones at Press Association reports that administrators to
Petroplus Holdings AG have received over 40 expressions of
interest from companies around the world.

The news was described as "very encouraging" as efforts continue
to secure the future of the Coryton site in Essex, PA notes.

Administrators PwC announced earlier last week that it had
acquired a cargo of oil which will allow refining work to
continue, providing a "breathing space" for the refinery, PA
recounts.

Energy Minister Charles Hendry on Thursday chaired a meeting of
politicians, business officials and unions to discuss the future
of the refinery, PA relates.

According to PA, the minister said: "There are critical issues to
be resolved in the coming weeks.  For the long term, I understand
there have been over 40 expressions of interest in Coryton from
companies around the world, which is extremely encouraging. Work
will now focus on securing a sustainable long-term future for the
refinery."

The site, which supplies 20% of fuel in London and the South
East, halted sales after its Swiss owner, Petroplus, placed the
refinery in administration, prompting fears of up to 1,000 job
losses, PA discloses.

"The situation at Coryton refinery is fluid but we remain
cautiously optimistic about finding a buyer," PA quotes Unite
national officer Linda McCulloch as saying after the meeting.
"Unite remains in constant contact with the administrators and
the Government and the union will continue to assist in every way
possible to find a buyer for the refinery."

Lananh Nguyen and Nidaa Bakhsh at Bloomberg News report that a
crude tanker left Petroplus' U.K. 220,000 barrel-a-day Coryton
refinery with a smaller draft, signaling the ship had discharged
oil at the plant.

Petroplus has been running the Coryton plant at less than half of
its capacity since lenders froze credit lines in December,
Bloomberg notes. Bloobmerg relates that PricewaterhouseCoopers
LLP, the U.K. administrator for Petroplus, said Jan. 31 it had
secured a crude cargo for Coryton that may extend operations "by
a number of days."

AISLive ship-tracking data on Bloomberg that the vessel sailed
out of the Thames Estuary on Thursday and has shipped an average
cargo size of about 58,000 metric tons in previous voyages it
made the past six months.

                       Goldsmith Interest

Meanwhile, John Simpson at Bloomberg News, citing Daily
Telegraph, reports that private equity firm Goldsmith Group said
one of its funds is considering buying all five refineries owned
by Petroplus.

                     Notices of Acceleration

As reported in the Troubled Company Reporter-Europe on Jan. 25,
2012, Petroplus Holdings AG disclosed that the company and its
subsidiaries received notices of acceleration on Jan. 23 from the
lenders under its Revolving Credit Facility after negotiations
with lenders to reopen credit lines needed to maintain operations
and meet financial obligations failed.  The lenders served
notices of acceleration, commenced enforcement actions and
appointed a receiver in respect of Petroplus Marketing AG's
assets in the UK.  Such acceleration constitutes an event of
default under the U$1.75 billion aggregate principal amount of
outstanding senior notes and convertible bonds of Petroplus
Finance Limited.

Based in Zug, Switzerland, Petroplus Holdings AG is Europe's
largest independent oil refiner.


PETROPLUS HOLDINGS: Klesch Group Shows Interest in Refineries
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Klesch Group is
interested in the U.K. and German refineries of troubled
Petroplus Holdings AG and has talked to the administrators of the
Coryton and Ingolstadt facilities, Gary Klesch, its founder and
chairman, said.


VANWALL FINANCE: Fitch Affirms Rating on Class F Notes at 'B-'
--------------------------------------------------------------
Fitch Ratings has affirmed Vanwall Finance plc, as follows:
GBP166.3 million class A (XS0242555570) affirmed at 'AAAsf';
Outlook Stable

  -- GBP87.1m class B (XS0242558244) affirmed 'BBBsf'; Outlook
     Stable
  -- GBP34.9m class C (XS0242558913) affirmed at 'BBsf'; Outlook
     Stable
  -- GBP17.4m class D (XS0242559994) affirmed at 'Bsf'; Outlook
     Stable
  -- GBP31.8m class E (XS0242561032) affirmed at 'B-sf'; Outlook
     Stable
  -- GBP10.2m class F (XS0242561891) affirmed at 'B-sf'; Outlook
     Stable

The affirmations reflect the stable performance of the underlying
loan since the last rating action in February 2011. Total net
income has increased to GBP33.2 million (from GBP31.7 million a
year prior) due to a rental uplift under the terms of the lease
agreements.

In Fitch's view, pressure is bearing down on UK secondary retail
property, fuelled by a trend of declining real consumer spending
and a shift towards online shopping.  Therefore, the continued
ability for the tenant, Toys 'R' Us Limited, the UK subsidiary of
Toys 'R' Us, Inc. ('B'/Stable) to meet its obligations under the
lease agreement is critical to the performance of the
transaction.

The large single tenant exposure has been factored into the
analysis.  Fitch assumes a default of the tenant in all rating
scenarios and consequently a default on the loan.  Potential
recoveries are estimated by projecting future income on the basis
of gradual re-let at reduced rents, deducting various costs, and
capitalizing resultant net income at stressed capitalization
rates.  Fitch estimates a whole-loan loan-to-value (LTV) ratio to
be in excess of 100% which indicates that the borrower could face
major difficulties at loan maturity should the performance of the
tenant decline.

Vanwall Finance plc is the securitization of a single loan
secured by a portfolio of 30 retail warehouses and a single
distribution warehouse, all fully-let to Toys 'R' Us Limited on
identical leases with 23 years remaining.


===================
U Z B E K I S T A N
===================


AGROBANK OJSC: Fitch Downgrades Viability Rating to 'f'
-------------------------------------------------------
Fitch Ratings has maintained Uzbekistan-based OJSC Agrobank's 'B-
' foreign currency and 'B' local currency Long-term Issuer
Default Ratings (IDRs) on Rating Watch Negative (RWN) and
downgraded its Viability Rating (VR) to 'f' from 'b-'.

The downgrade of the VR follows publication of Agrobank's
financial statements under IFRS for 2010 (and restatement of the
2009 accounts), which revealed previously unreported liabilities
of approximately UZS250 billion (equal to 140% of IFRS equity)
arising from fraudulent activities of the bank's employees.  The
'f' VR reflects Fitch's view that the bank has failed, and will
probably require capital support in order to regain solvency.

The liabilities were recognized as a result of misappropriation
of customer funds, which were not previously recorded as
liabilities in the bank's accounts.  Agrobank's management
believes that recovery of these funds is probable and has booked
a claim against former employees on the asset side of the balance
sheet. However, Agrobank's auditors made a qualification to the
bank's accounts, noting that under IFRS these assets should not
have been recognised.  If the assets were unrecognized,
Agrobank's equity would have been -UZS73 billion at end-2010 and
-UZS11 billion at end-2011 (under local GAAP).  In Fitch's view,
the recoverability of the funds remains uncertain given that to
date the bank has been able to discover and foreclose only a
small UZS0.8 billion of the misappropriated funds.

At the same time, in Fitch's view, Agrobank currently benefits
from regulatory forbearance as the Central Bank has taken no
action in respect to the qualified IFRS accounts and has not
forced the bank to recognize losses. Furthermore, the regulator
has provided a waiver on Agobank's potential non-compliance with
regulatory capital adequacy requirements if the bank recognizes
impairment of these assets.  Agrobank's shareholders have
approved a UZS110 billion equity injection, which is expected in
Q112, and a further equity increase may be discussed during the
annual shareholder meeting in April-May 2012.

During 2011, Agrobank's liquidity benefited from undisrupted
access to the local interbank market, which is dominated by
state-owned banks.  However, at end-2011 Agrobank's liquidity
position was under significant strain, with available liquid
assets (comprising cash and net short-term interbank assets)
covering only 8% of customer deposits.  An additional call on
liquidity (equal to about half of available liquid assets) may
arise from potential acceleration of foreign funding due to
Agrobank's incompliance with certain covenants.  However, Fitch
understands that foreign creditors have not yet taken steps to
accelerate debt, in part as the majority of the facilities are
guaranteed by the sovereign.

If the bank's capital is restored as a result of equity
injections and/or recovery of problem receivables, then the IDRs
and Support Rating Floors will probably be affirmed at their
current levels.  However, if there is a prolonged delay in the
recapitalization of the bank or if the bank's liquidity position
does not allow it to service all its obligations to creditors,
the ratings could be downgraded.

The rating actions are as follows:

  -- Long-term foreign currency IDR: 'B-' maintained on RWN
  -- Long-term local currency IDR: 'B' maintained on RWN
  -- Short-term foreign and local currency IDRs: 'B' maintained
     on RWN
  -- Viability Rating: downgraded to 'f' from 'b-', removed from
     RWN
  -- Support Rating: affirmed at '5'
  -- Support Rating Floor: 'B-' maintained on RWN


* UZBEKISTAN: Moody's Reviews 'B1' Deposit Ratings on Three Banks
-----------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
local currency deposit ratings of five Uzbek banks which receive
rating uplift due to the inclusion of systemic support into their
ratings. These banks' ratings are affected by the review:

* National Bank of Uzbekistan -- long-term local currency
   deposit rating of Ba3 is on review for downgrade

* Asaka Bank -- long-term local currency deposit rating of Ba3
   is on review for downgrade

* Ipoteka Bank -- long-term local currency deposit rating of B1
   is on review for downgrade

* Qishloq Qurilish Bank -- long-term local currency deposit
   rating of B1 is on review for downgrade

* Alokabank -- long-term local currency deposit rating of B1 is
   on review for downgrade

The Not Prime short-term local and foreign currency deposit
ratings of the above-named banks, as well as their B2 long-term
foreign currency deposit ratings are not affected by the review.

Ratings Rationale

The review is prompted by the need to re-assess of the level of
government support currently incorporated into the deposit
ratings of those banks. According to Moody's, even though Uzbek
government generally provided capital and liquidity support to
state-owned banks, such support has not always been sufficient
and/or timely. Moreover, the government's policy response towards
supporting state-owned banks has been at times unpredictable, and
in some cases lacked of transparency. These issues surfaced
recently following developments at two large state-controlled
institutions -- the National Bank of Uzbekistan (NBU) and
Agrobank (the latter's ratings had been downgraded in December
2011 and are not subject to the review).

Moody's intends to complete this ratings review within the next
three months, and any resulting downgrade of the affected banks'
local currency deposit ratings will likely be by one notch.

THE RATINGS OF UZBEK BANKS BENEFITTING FROM THE SYSTEMIC SUPPORT
ARE AS FOLLOWS:

National Bank of Uzbekistan:

Long-term local currency deposit rating of Ba3, on review for
downgrade

Long-term foreign currency deposit rating of B2, stable outlook

Not Prime short-term local and foreign currency deposit ratings

Standalone bank financial strength rating (BFSR) of E+ (mapping
to B2 on the long-term rating scale), stable outlook.

Asaka Bank:

Long-term local currency deposit rating of Ba3, on review for
downgrade

Long-term foreign currency deposit rating of B2, stable outlook

Not Prime short-term local and foreign currency deposit ratings

Standalone BFSR of E+ (mapping to B2 on the long-term rating
scale), stable outlook.

Ipoteka Bank:

Long-term local currency deposit rating of B1, on review for
downgrade

Long-term foreign currency deposit rating of B2, stable outlook

Not Prime short-term local and foreign currency deposit ratings

Standalone BFSR of E+ (mapping to B2 on the long-term rating
scale), stable outlook.

Qishloq Qurilish Bank:

Long-term local currency deposit rating of B1, on review for
downgrade

Long-term foreign currency deposit rating of B2, stable outlook

Not Prime short-term local and foreign currency deposit ratings

Standalone BFSR of E+ (mapping to B3 on the long-term rating
scale), stable outlook.

Alokabank:

Long-term local currency deposit rating of B1, on review for
downgrade

Long-term foreign currency deposit rating of B2, stable outlook

Not Prime short-term local and foreign currency deposit ratings

Standalone BFSR of E+ (mapping to B3 on the long-term rating
scale), stable outlook.

Principal Methodologies

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

Headquartered in Tashkent, Uzbekistan, National Bank of
Uzbekistan reported total assets of US$4.5 billion, total
shareholders' equity of US$470 million and net income of US$18
million as at December 31, 2011 under Uzbek local accounting
standards (unaudited).

Headquartered in Tashkent, Uzbekistan, Asaka Bank reported total
assets of US$1,968 million, total shareholders' equity of US$272
million and net income of US$26 million as at December 31, 2011
under Uzbek local accounting standards (unaudited).

Headquartered in Tashkent, Uzbekistan, Ipoteka Bank reported
total assets of US$845 million and total shareholders' equity of
US$87 million as at December 31, 2011 under Uzbek local
accounting standards (unaudited).

Headquartered in Tashkent, Uzbekistan, Qishloq Qurilish Bank
reported total assets of US$553 million and total shareholders'
equity of US$108 million as at September 30, 2011 under Uzbek
local accounting standards (unaudited).

Headquartered in Tashkent, Uzbekistan, Alokabank reported total
assets of US$272 million, total shareholders' equity of US$44.4
million and net income of US$5.7 million as at December 31, 2011
under local accounting standards (unaudited).


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


* EUROPE: Moody's Says Glass Packaging Volumes to Hold Steady
-------------------------------------------------------------
While demand for glass packaging products is likely to remain
steady overall in Europe, the majority of European glass
container producers will remain exposed to volatility in energy
costs over the next 12-18 months, says Moody's Investors Service
in a Special Comment.

"Our expectation that volumes in the European glass container
packaging industry will remain steady reflects the fact around
90% of glass packaging products are related to food and
beverages, which are largely non-discretionary items," says
Anke Rindermann, an Assistant Vice President -- Analyst in
Moody's Corporate Finance Group and co-author of the report.
"Therefore, we foresee only limited pressure on the operating
profitability of rated glass container producers in Europe,
despite the weak macroeconomic environment in Europe."

Nevertheless, Moody's notes that industry players are not
completely immune to volume losses, as evidenced by the 2008-09
global financial crisis and recession. Tight volume management is
vital to protect producers' solid pricing power. The high degree
of market consolidation (the top three players account for
approximately 80% of the European market) supports the ability of
producers to tightly manage volumes in line with demand levels.
However, Moody's cautions that the industry's high fixed costs
make it challenging for players, particularly smaller operators,
to temporarily scale back production at plants, making the
industry prone to oversupply.

"However, managing exposure to volatility in energy costs remains
the biggest risk factor for most rated European glass container
producers over the next 12-18 months," explains Ms. Rindermann.
Moody's estimates that, on average, gas and electricity costs
account for around 50%-60% of issuers' raw materials costs and
approximately 25% of their total manufacturing costs. Producers
are generally able to pass through higher energy costs to
customers, but with a time lag. The increasing use of contracts
with automatic pass-on mechanisms and hedging strategies has
helped producers maintain relatively stable margins, but margin
risk remains.

Geographic and product diversification is beneficial. Moody's
would expect large-scale producers, such as Owens-Illinois Inc
(Ba2 stable) and Ardagh Packaging Group plc (B2 stable), to fare
better in the current challenging economic environment as their
large production footprints and strong pricing power should
enable them to maintain solid profitability levels. Moody's views
Bormioli Rocco Holdings S.A's (Ba3 stable) diversified product
portfolio, which also includes pharma and tableware customers, as
well as its plastic operations as ratings supportive. Yioula
Glassworks S.A. (Caa2 negative) is more vulnerable to volume
pressure than its peers on account of its high exposure to the
Balkan region. However, in the short term, Yioula's rating will
be primarily driven by liquidity risk arising from its reliance
on a substantial amount of short-term credit lines provided by
Greek banks.

Potential for further consolidation is limited. In June 2011,
Compagnie de Saint-Gobain (Baa2 positive) decided to postpone
indefinitely the initial public offering (IPO) of its glass
packaging unit Verallia, one of the top three producers in
Europe, citing adverse market conditions. Although an IPO is
Saint-Gobain's preferred option, Moody's cannot rule out a
possible sale of Verallia if access to the capital markets
remains constrained for a prolonged period. Aside from this, the
rating agency would expect M&A activity to be related to minor
bolt-on deals that would allow existing larger players to expand
regionally within Europe or internationally.


* BOND PRICING: For the Week January 30 to February 3, 2012
-----------------------------------------------------------

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

AUSTRIA
-------
BA CREDITANSTALT         5.470    8/28/2013     EUR     64.50
BAWAG                    5.430    2/26/2024     EUR     68.30
BAWAG                    5.310    2/12/2023     EUR     71.03
BAWAG                    5.400    2/12/2023     EUR     71.56
ERSTE BANK               6.000     2/1/2014     EUR     72.00
ERSTE BANK               6.000    7/31/2014     EUR     67.00
HAA-BANK INTL AG         5.270     4/7/2028     EUR     65.08
IMMOFINANZ               4.250     3/8/2018     EUR      3.74
KOMMUNALKREDIT           4.900    6/23/2031     EUR     53.13
KOMMUNALKREDIT           5.430    2/13/2024     EUR     65.25
KOMMUNALKREDIT           4.440   12/20/2030     EUR     49.88
OESTER VOLKSBK           4.810    7/29/2025     EUR     64.50
OESTER VOLKSBK           4.160    5/20/2025     EUR     67.75
OESTER VOLKSBK           4.170    7/29/2015     EUR     62.88
OESTER VOLKSBK           4.750    4/30/2021     EUR     67.67
OESTER VOLKSBK           5.270     2/8/2027     EUR     60.37
RAIFF ZENTRALBK          5.500   12/29/2023     EUR     72.21
RAIFF ZENTRALBK          5.470    2/28/2028     EUR     66.30
RAIFF ZENTRALBK          4.500    9/28/2035     EUR     52.79
RAIFF ZENTRALBK          5.730   12/11/2023     EUR     74.12

BELGIUM
-------
ECONOCOM GROUP           4.000     6/1/2016     EUR     19.91
IDEAL STANDARD I        11.750     5/1/2018     EUR     69.38
IDEAL STANDARD I        11.750     5/1/2018     EUR     69.50
ONTEX IV                 9.000    4/15/2019     EUR     75.63

BULGARIA
--------
PETROL AD-SOFIA          8.375    1/26/2017     EUR     79.75
ZAGREBACKI HOLD          5.500    7/10/2017     EUR     75.08

CYPRUS
------
AVANGARDCO INVES        10.000   10/29/2015     USD     77.00
CYPRUS GOVT BOND         6.100    6/24/2019     EUR     62.88
CYPRUS GOVT BOND         5.600    4/15/2017     EUR     69.95
CYPRUS GOVT BOND         4.500     4/2/2017     EUR     64.00
CYPRUS GOVT BOND         4.500    2/15/2017     EUR     64.50
CYPRUS GOVT BOND         4.500    10/9/2016     EUR     66.00
CYPRUS GOVT BOND         6.100    4/20/2020     EUR     62.82
CYPRUS GOVT BOND         4.625     2/3/2020     EUR     57.30
CYPRUS GOVT BOND         6.000     6/9/2021     EUR     58.99
CYPRUS GOVT BOND         4.500    7/11/2016     EUR     67.13
CYPRUS GOVT BOND         5.000     6/9/2016     EUR     69.87
CYPRUS GOVT BOND         4.500     6/2/2016     EUR     67.50
CYPRUS GOVT BOND         6.500    8/25/2021     EUR     60.02
CYPRUS GOVT BOND         4.500     1/4/2017     EUR     65.00
CYPRUS GOVT BOND         4.600   10/23/2018     EUR     58.50
CYPRUS GOVT BOND         4.600    4/23/2018     EUR     60.25
CYPRUS GOVT BOND         5.100    1/29/2018     EUR     63.00
CYPRUS GOVT BOND         4.500    9/28/2017     EUR     62.00
CYPRUS GOVT BOND         6.600   10/26/2016     EUR     72.50
CYPRUS GOVT BOND         4.600    2/26/2019     EUR     57.38
CYPRUS GOVT BOND         5.350     6/9/2020     EUR     58.85
CYPRUS GOVT BOND         4.500    3/30/2016     EUR     68.38
CYPRUS GOVT BOND         4.500     1/2/2016     EUR     69.50
CYPRUS GOVT BOND         4.750    12/2/2015     EUR     72.76
CYPRUS GOVT BOND         3.750    11/1/2015     EUR     68.16
CYPRUS GOVT BOND         4.750    9/30/2015     EUR     73.48
MARFIN POPULAR           4.350   11/20/2014     EUR     56.00
REP OF CYPRUS            4.375    7/15/2014     EUR     76.00
REP OF CYPRUS            4.750    2/25/2016     EUR     65.55

DENMARK
-------
FIN-DANISH IND           4.910     7/6/2021     EUR     64.63
KOMMUNEKREDIT            0.500   12/14/2020     ZAR     58.92

FINLAND
-------
MUNI FINANCE PLC         0.500   12/21/2021     NZD     66.23
MUNI FINANCE PLC         0.500    9/24/2020     CAD     70.00
MUNI FINANCE PLC         0.500    4/27/2018     ZAR     65.49
MUNI FINANCE PLC         0.500   12/14/2018     TRY     67.56
MUNI FINANCE PLC         0.500   11/21/2018     TRY     67.76
MUNI FINANCE PLC         0.500   11/21/2018     ZAR     64.10
MUNI FINANCE PLC         0.500   11/16/2017     TRY     64.87
MUNI FINANCE PLC         1.000    6/30/2017     ZAR     71.38
MUNI FINANCE PLC         0.500   10/27/2016     ZAR     73.20
MUNI FINANCE PLC         0.500   11/17/2016     ZAR     73.36
MUNI FINANCE PLC         0.500   12/21/2016     TRY     74.61
MUNI FINANCE PLC         0.250    6/28/2040     CAD     20.50
MUNI FINANCE PLC         0.500    3/17/2025     CAD     53.22
MUNI FINANCE PLC         0.500   12/20/2018     ZAR     65.39
MUNI FINANCE PLC         0.500   11/10/2021     NZD     65.21
MUNI FINANCE PLC         0.500   11/25/2020     ZAR     53.85

FRANCE
------
AIR FRANCE-KLM           4.970     4/1/2015     EUR     11.06
ALCATEL-LUCENT           5.000     1/1/2015     EUR      2.75
ALTRAN TECHNOLOG         6.720     1/1/2015     EUR      4.95
ASSYSTEM                 4.000     1/1/2017     EUR     20.90
ATOS ORIGIN SA           2.500     1/1/2016     EUR     52.68
BNP PARIBAS             10.050    7/24/2012     USD     33.63
BNP PARIBAS              2.890    5/16/2036     JPY     59.11
CALYON                   6.000    6/18/2047     EUR     16.40
CAP GEMINI SOGET         3.500     1/1/2014     EUR     37.86
CGG VERITAS              1.750     1/1/2016     EUR     29.64
CLUB MEDITERRANE         5.000     6/8/2012     EUR     16.01
CLUB MEDITERRANE         6.110    11/1/2015     EUR     19.27
CMA CGM                  8.500    4/15/2017     USD     48.00
CMA CGM                  8.875    4/15/2019     EUR     51.13
CMA CGM                  8.875    4/15/2019     EUR     51.47
CMA CGM                  8.500    4/15/2017     USD     50.83
CNP ASSURANCES           6.875    9/30/2041     EUR     74.30
CNP ASSURANCES           6.000    9/14/2040     EUR     73.25
CREDIT LOCAL FRA         3.750    5/26/2020     EUR     59.26
DEXIA CRED LOCAL         5.037     8/4/2020     EUR     64.84
DEXIA CRED LOCAL         4.550     4/2/2020     EUR     64.03
DEXIA CRED LOCAL         4.500    2/25/2020     EUR     63.76
DEXIA CRED LOCAL         4.110    9/18/2018     EUR     68.63
DEXIA MUNI AGNCY         2.875    4/23/2030     CHF     64.27
DEXIA MUNI AGNCY         1.000   12/23/2024     EUR     60.94
EURAZEO                  6.250    6/10/2014     EUR     56.30
EUROPCAR GROUPE          9.375    4/15/2018     EUR     60.90
EUROPCAR GROUPE          9.375    4/15/2018     EUR     59.63
FAURECIA                 4.500     1/1/2015     EUR     23.24
GROUPAMA SA              7.875   10/27/2039     EUR     55.00
INGENICO                 2.750     1/1/2017     EUR     44.34
IXIS CIB                 5.400     1/9/2033     EUR     71.00
MAUREL ET PROM           7.125    7/31/2014     EUR     18.48
MAUREL ET PROM           7.125    7/31/2015     EUR     17.48
NEXANS SA                4.000     1/1/2016     EUR     60.58
ORPEA                    3.875     1/1/2016     EUR     42.90
PAGESJAUNES FINA         8.875     6/1/2018     EUR     62.08
PAGESJAUNES FINA         8.875     6/1/2018     EUR     62.17
PEUGEOT SA               4.450     1/1/2016     EUR     25.69
PIERRE VACANCES          4.000    10/1/2015     EUR     70.00
PUBLICIS GROUPE          1.000    1/18/2018     EUR     50.71
PUBLICIS GROUPE          3.125    7/30/2014     EUR     39.97
SOC AIR FRANCE           2.750     4/1/2020     EUR     20.92
SOITEC                   6.250     9/9/2014     EUR      8.47
TEM                      4.250     1/1/2015     EUR     53.40
THEOLIA                  2.700     1/1/2041     EUR      9.24
ZLOMREX INT FIN          8.500     2/1/2014     EUR     75.13

GERMANY
-------
BAYERISCHE HYPO          5.000   12/21/2029     EUR     65.58
BAYERISCHE LNDBK         4.500     2/7/2019     EUR     69.25
BHW BAUSPARKASSE         5.600    4/14/2023     EUR     67.63
BHW BAUSPARKASSE         5.640    1/30/2024     EUR     66.50
BHW BAUSPARKASSE         5.450    2/20/2023     EUR     67.00
BHW BAUSPARKASSE         4.270    1/15/2019     EUR     70.13
COMMERZBANK AG           5.625   11/29/2017     EUR     72.00
DEUTSCHE HYP HAN         5.300   11/20/2023     EUR     64.63
DEUTSCHE HYP HAN         6.050    9/27/2022     EUR     71.25
DRESDNER BANK AG         5.700    7/31/2023     EUR     66.35
DRESDNER BANK AG         5.290    5/31/2021     EUR     70.13
DRESDNER BANK AG         6.210    6/20/2022     EUR     72.82
ESCADA AG                7.500     4/1/2012     EUR      8.17
EUROHYPO AG              5.560    8/18/2023     EUR     56.38
EUROHYPO AG              3.830    9/21/2020     EUR     53.25
EUROHYPO AG              6.490    7/17/2017     EUR     72.38
EUROHYPO AG              5.110     8/6/2018     EUR     64.25
GOTHAER ALLG VER         5.527    9/29/2026     EUR     71.78
HAPAG-LLOYD              9.750   10/15/2017     USD     85.00
HECKLER & KOCH           9.500    5/15/2018     EUR     70.00
HECKLER & KOCH           9.500    5/15/2018     EUR     70.00
HEIDELBERG DRUCK         9.250    4/15/2018     EUR     64.33
HEIDELBERG DRUCK         9.250    4/15/2018     EUR     64.50
HSH NORDBANK AG          4.375    2/14/2017     EUR     61.48
L-BANK FOERDERBK         0.500    5/10/2027     CAD     51.37
LB BADEN-WUERTT          5.250   10/20/2015     EUR     26.64
LB BADEN-WUERTT          2.500    1/30/2034     EUR     62.33
LB BADEN-WUERTT          2.800    2/23/2037     JPY     45.09
Q-CELLS                  6.750   10/21/2015     EUR      0.82
QIMONDA FINANCE          6.750    3/22/2013     USD      1.00
RHEINISCHE HYPBK         6.600    5/29/2022     EUR     63.13
SOLARWORLD AG            6.375    7/13/2016     EUR     59.02
SOLARWORLD AG            6.125    1/21/2017     EUR     57.03
SOLON AG SOLAR           1.375    12/6/2012     EUR      2.56
TUI AG                   5.500   11/17/2014     EUR     72.25
TUI AG                   2.750    3/24/2016     EUR     46.65
VOLKSWAGEN BANK          5.500     6/7/2024     EUR     70.79
VOLKSWAGEN BANK          5.400    9/26/2023     EUR     72.45

GREECE
------
FAGE DAIRY IND           7.500    1/15/2015     EUR     80.63
HELLENIC REP I/L         2.300    7/25/2030     EUR     18.00
HELLENIC REP I/L         2.900    7/25/2025     EUR     18.24
HELLENIC REPUB           6.140    4/14/2028     EUR      9.50
HELLENIC REPUB           5.000    3/11/2019     EUR     25.25
HELLENIC REPUB           4.590     4/8/2016     EUR     20.00
HELLENIC REPUB           2.125     7/5/2013     CHF     39.38
HELLENIC REPUB           5.200    7/17/2034     EUR     25.13
HELLENIC REPUB           4.625    6/25/2013     USD     34.00
HELLENIC REPUBLI         4.300    3/20/2012     EUR     38.39
HELLENIC REPUBLI         5.250    5/18/2012     EUR     30.65
HELLENIC REPUBLI         5.250    6/20/2012     EUR     66.13
HELLENIC REPUBLI         1.000    6/30/2012     EUR     64.25
HELLENIC REPUBLI         4.100    8/20/2012     EUR     27.46
HELLENIC REPUBLI         4.506    3/31/2013     EUR     38.69
HELLENIC REPUBLI         6.500    1/11/2014     EUR     22.38
HELLENIC REPUBLI         4.600    5/20/2013     EUR     23.51
HELLENIC REPUBLI         7.500    5/20/2013     EUR     28.84
HELLENIC REPUBLI         3.900     7/3/2013     EUR     32.50
HELLENIC REPUBLI         4.427    7/31/2013     EUR     32.17
HELLENIC REPUBLI         4.000    8/20/2013     EUR     21.58
HELLENIC REPUBLI         4.520    9/30/2013     EUR     25.50
HELLENIC REPUBLI         5.014    2/27/2019     EUR     20.85
HELLENIC REPUBLI         4.500    5/20/2014     EUR     20.51
HELLENIC REPUBLI         4.500     7/1/2014     EUR     26.13
HELLENIC REPUBLI         5.500    8/20/2014     EUR     20.09
HELLENIC REPUBLI         4.113    9/30/2014     EUR     21.84
HELLENIC REPUBLI         3.700    7/20/2015     EUR     20.41
HELLENIC REPUBLI         6.100    8/20/2015     EUR     21.05
HELLENIC REPUBLI         3.702    9/30/2015     EUR     19.63
HELLENIC REPUBLI         3.700   11/10/2015     EUR     23.88
HELLENIC REPUBLI         3.600    7/20/2016     EUR     20.97
HELLENIC REPUBLI         4.020    9/13/2016     EUR     19.50
HELLENIC REPUBLI         4.225     3/1/2017     EUR     19.47
HELLENIC REPUBLI         5.900    4/20/2017     EUR     19.72
HELLENIC REPUBLI         4.300    7/20/2017     EUR     19.90
HELLENIC REPUBLI         4.675    10/9/2017     EUR     20.35
HELLENIC REPUBLI         4.590     4/3/2018     EUR     20.13
HELLENIC REPUBLI         4.600    7/20/2018     EUR     20.75
HELLENIC REPUBLI         5.959     3/4/2019     EUR     21.89
HELLENIC REPUBLI         6.000    7/19/2019     EUR     19.68
HELLENIC REPUBLI         6.500   10/22/2019     EUR     20.81
HELLENIC REPUBLI         6.250    6/19/2020     EUR     22.07
HELLENIC REPUBLI         5.900   10/22/2022     EUR     20.64
HELLENIC REPUBLI         4.700    3/20/2024     EUR     19.52
HELLENIC REPUBLI         5.300    3/20/2026     EUR     20.62
HELLENIC REPUBLI         4.500    9/20/2037     EUR     21.29
HELLENIC REPUBLI         4.600    9/20/2040     EUR     21.72
NATL BK GREECE           3.875    10/7/2016     EUR     68.55
YIOULA GLASSWORK         9.000    12/1/2015     EUR     43.88
YIOULA GLASSWORK         9.000    12/1/2015     EUR     43.88

GUERNSEY
--------
FHB MORTGAGE BAN         4.500    3/22/2022     EUR     59.88

IRELAND
-------
AIB MORTGAGE BNK         5.000    2/12/2030     EUR     46.36
AIB MORTGAGE BNK         5.580    4/28/2028     EUR     51.73
AIB MORTGAGE BNK         5.000     3/1/2030     EUR     46.33
BANESTO FINANC           5.000    3/23/2030     EUR     71.73
BANK OF IRELAND          4.473   11/30/2016     EUR     65.50
BANK OF IRELAND         10.000    2/12/2020     EUR     60.63
BANK OF IRELAND          5.600    9/18/2023     EUR     42.75
BK IRELAND MTGE          5.400    11/6/2029     EUR     49.20
BK IRELAND MTGE          5.760     9/7/2029     EUR     51.87
BK IRELAND MTGE          5.360   10/12/2029     EUR     48.96
BK IRELAND MTGE          5.450     3/1/2030     EUR     49.14
DEPFA ACS BANK           0.500     3/3/2025     CAD     52.39
DEPFA ACS BANK           4.900    8/24/2035     CAD     69.81
DEPFA ACS BANK           5.125    3/16/2037     USD     70.40
DEPFA ACS BANK           5.125    3/16/2037     USD     69.00
DEPFA ACS BANK           3.250    7/31/2031     CHF     74.87
UT2 FUNDING PLC          5.321    6/30/2016     EUR     67.96

ITALY
-----
BANCA MARCHE             4.360     1/4/2022     ITL     73.82
BANCA MARCHE             5.125    5/14/2024     ITL     72.81
BANCA MARCHE             5.500    9/16/2030     EUR     66.68
BANCA MARCHE             3.600   11/12/2020     EUR     71.77
BANCA MARCHE             3.700     9/1/2020     EUR     73.28
BANCA MARCHE             4.000    5/26/2021     EUR     72.03
BANCA MARCHE             4.000    1/10/2021     EUR     73.41
BANCA MARCHE             3.900    8/17/2020     EUR     74.51
BANCA POP LODI           5.250     4/3/2029     EUR     69.47
BANCA POP VICENT         4.970    4/20/2027     EUR     66.22
BTPS I/L                 2.350    9/15/2035     EUR     69.02
BTPS I/L                 2.550    9/15/2041     EUR     69.37
CASSA RISP FERRA         4.500    11/2/2020     EUR     64.63
CASSA RISP FERRA         3.400    9/17/2017     EUR     70.38
CITY OF ROME             5.345    1/27/2048     EUR     68.50
CITY OF VENICE           4.265    3/26/2026     EUR     69.10
CITY OF VENICE           4.265    3/26/2026     EUR     68.69
CO BRAONE                4.567    6/30/2037     EUR     65.37
CO CASTELMASSA           3.960    3/31/2026     EUR     65.47
CO MANERBA GARDA         4.640    6/30/2024     EUR     73.71
COMUNE DI MILANO         4.019    6/29/2035     EUR     57.50
MONTE DEI PASCHI         5.750    9/30/2016     GBP     75.00
REGION OF CAMPAN         4.849    6/29/2026     EUR     69.81
REGION OF LIGURI         4.795   11/22/2034     EUR     65.73
REGION OF LOMBAR         5.804   10/25/2032     USD     73.35
REGION OF MARCHE         4.648    6/27/2023     EUR     74.53
REGION OF UMBRIA         5.087    6/15/2037     EUR     68.35
REP OF ITALY             2.000    9/15/2062     EUR     51.03
REP OF ITALY             2.200    9/15/2058     EUR     56.09
REP OF ITALY             1.850    9/15/2057     EUR     49.56
REP OF ITALY             2.870    5/19/2036     JPY     42.60
REP OF ITALY             5.250    12/7/2034     GBP     72.17
REP OF ITALY             4.850    6/11/2060     EUR     68.46
REP OF ITALY             5.200    7/31/2034     EUR     76.33
SANPAOLO IMI             5.625    3/18/2024     GBP     75.73
SEAT PAGINE             10.500    1/31/2017     EUR     57.79
SEAT PAGINE             10.500    1/31/2017     EUR     58.13
SEAT PAGINE             10.500    1/31/2017     EUR     59.50
SEAT PAGINE             10.500    1/31/2017     EUR     57.79
TELECOM ITALIA           5.250    3/17/2055     EUR     71.74
UBI BANCA SPCA           6.250   11/18/2018     EUR     51.67
UNIPOL ASSICURAZ         5.660    7/28/2023     EUR     61.70

LUXEMBOURG
----------
ARCELORMITTAL            7.250     4/1/2014     EUR     24.51
CONTROLINVESTE           3.000    1/28/2015     EUR     69.40
ESFG INTERNATION         6.875   10/21/2019     EUR     60.50
ESPIRITO SANTO F         9.750   12/19/2025     EUR     65.13
INTRALOT LUX SA          2.250   12/20/2013     EUR     67.31

NETHERLANDS
-----------
AI FINANCE B.V.         10.875    7/15/2012     USD     78.88
APP INTL FINANCE        11.750    10/1/2005     USD     11.00
ARPENI PR INVEST         8.750     5/3/2013     USD     20.35
ASTANA FINANCE           7.875     6/8/2010     EUR      3.74
ASTANA FINANCE           9.000   11/16/2011     USD      3.25
BK NED GEMEENTEN         0.500    3/17/2016     TRY     74.58
BK NED GEMEENTEN         0.500    2/24/2025     CAD     64.29
BK NED GEMEENTEN         0.500    6/22/2021     ZAR     46.45
BK NED GEMEENTEN         0.500    5/12/2021     ZAR     46.92
BK NED GEMEENTEN         0.500    3/29/2021     NZD     67.48
BK NED GEMEENTEN         0.500     3/3/2021     NZD     67.73
BK NED GEMEENTEN         0.500    9/15/2016     TRY     72.31
BK NED GEMEENTEN         0.500    6/22/2016     TRY     73.36
BK NED GEMEENTEN         0.500    5/25/2016     TRY     73.71
BK NED GEMEENTEN         0.500    4/27/2016     TRY     74.06
BLT FINANCE BV           7.500    5/15/2014     USD     27.00
BLT FINANCE BV          12.000    2/10/2015     USD     46.56
BLT FINANCE BV           7.500    5/15/2014     USD     26.00
BRIT INSURANCE           6.625    12/9/2030     GBP     55.00
DEXIA FUNDING            5.875     2/9/2017     GBP     95.01
EDP FINANCE BV           4.125    6/29/2020     EUR     73.60
FINANCE & CREDIT        10.500    1/25/2014     USD     55.00
FRIESLAND BANK           4.210   12/29/2025     EUR     73.41
ING BANK NV              4.200   12/19/2035     EUR     68.76
LEHMAN BROS TSY          4.870    10/8/2013     USD     34.50
MAGYAR TELECOM           9.500   12/15/2016     EUR     70.46
MAGYAR TELECOM           9.500   12/15/2016     EUR     72.25
NATL INVESTER BK        25.983     5/7/2029     EUR     13.03
NED WATERSCHAPBK         0.500    3/11/2025     CAD     60.25
NIB CAPITAL BANK         4.510   12/16/2035     EUR     54.58
PORTUGAL TEL FIN         4.375    3/24/2017     EUR     75.54
PORTUGAL TEL FIN         5.000    11/4/2019     EUR     69.31
PORTUGAL TEL FIN         4.500    6/16/2025     EUR     60.22
Q-CELLS INTERNAT         1.375    2/28/2012     EUR     34.90
Q-CELLS INTERNAT         5.750    5/26/2014     EUR     23.92
RABOBANK                 0.500   10/27/2016     ZAR     71.99
RABOBANK                 0.500   11/26/2021     ZAR     43.04
RBS NV                   2.000   10/29/2020     USD     74.50
RBS NV EX-ABN NV         2.910    6/21/2036     JPY     61.65
SNS BANK                 6.625    5/14/2018     EUR     85.50
SNS BANK                 5.215    12/3/2027     EUR     63.91
SNS BANK                 4.580    3/20/2026     EUR     60.85
SNS BANK                 5.250    4/11/2023     EUR     71.99
SNS BANK                 5.300    1/27/2023     EUR     73.14
SNS BANK                 4.650   10/19/2021     EUR     72.18
SRLEV NV                 9.000    4/15/2041     EUR     72.01
TJIWI KIMIA FIN         13.250     8/1/2001     USD      0.01

NORWAY
------
KOMMUNALBANKEN           0.500    5/25/2016     ZAR     74.10
KOMMUNALBANKEN           0.500    7/29/2016     ZAR     73.03
KOMMUNALBANKEN           0.500    5/25/2018     ZAR     62.32
KOMMUNALBANKEN           0.500    7/26/2016     ZAR     73.11
NORSKE SKOGIND          11.750    6/15/2016     EUR     71.25
NORSKE SKOGIND           7.125   10/15/2033     USD     46.00
NORSKE SKOGIND           7.000    6/26/2017     EUR     61.50
NORSKE SKOGIND           7.125   10/15/2033     USD     46.00
NORSKE SKOGIND          11.750    6/15/2016     EUR     71.50
NORSKE SKOGIND           6.125   10/15/2015     USD     64.50
NORSKE SKOGIND           6.125   10/15/2015     USD     64.50
RENEWABLE CORP           6.500     6/4/2014     EUR     61.33
RENEWABLE CORP           9.750     5/3/2018     NOK     69.28

POLAND
------
REP OF POLAND            2.648    3/29/2034     JPY     74.74

PORTUGAL
--------
BANCO COM PORTUG         4.750    6/22/2017     EUR     71.00
BANCO COM PORTUG         3.750    10/8/2016     EUR     70.64
BANCO ESPIRITO           4.600    9/15/2016     EUR     72.12
BANCO ESPIRITO           4.600    1/26/2017     EUR     69.99
BRISA                    4.500    12/5/2016     EUR     64.06
CAIXA GERAL DEPO         5.380    10/1/2038     EUR     51.35
CAIXA GERAL DEPO         5.980     3/3/2028     EUR     64.38
CAIXA GERAL DEPO         4.455    8/20/2017     EUR     71.13
CAIXA GERAL DEPO         3.875    12/6/2016     EUR     75.14
CAIXA GERAL DEPO         4.250    1/27/2020     EUR     69.10
CAIXA GERAL DEPO         4.400    10/8/2019     EUR     62.75
CAIXA GERAL DEPO         5.320     8/5/2021     EUR     63.00
COMBOIOS DE PORT         4.170   10/16/2019     EUR     48.00
METRO DE LISBOA          5.750     2/4/2019     EUR     47.88
METRO DE LISBOA          4.799    12/7/2027     EUR     46.13
METRO DE LISBOA          4.061    12/4/2026     EUR     46.13
METRO DE LISBOA          7.300   12/23/2025     EUR     48.63
MONTEPIO GERAL           5.000     2/8/2017     EUR     61.75
PARPUBLICA               3.567    9/22/2020     EUR     41.63
PARPUBLICA               5.250    9/28/2017     EUR     71.87
PARPUBLICA               3.500     7/8/2013     EUR     74.38
PARPUBLICA               4.200   11/16/2026     EUR     31.25
PARPUBLICA               4.191   10/15/2014     EUR     66.00
PORTUGAL (REP)           3.500    3/25/2015     USD     69.50
PORTUGAL (REP)           3.500    3/25/2015     USD     69.50
PORTUGUESE OT'S          4.200   10/15/2016     EUR     59.61
PORTUGUESE OT'S          4.750    6/14/2019     EUR     51.73
PORTUGUESE OT'S          4.800    6/15/2020     EUR     51.02
PORTUGUESE OT'S          3.850    4/15/2021     EUR     51.07
PORTUGUESE OT'S          6.400    2/15/2016     EUR     68.92
PORTUGUESE OT'S          4.350   10/16/2017     EUR     54.98
PORTUGUESE OT'S          4.450    6/15/2018     EUR     52.37
PORTUGUESE OT'S          4.950   10/25/2023     EUR     47.35
PORTUGUESE OT'S          3.350   10/15/2015     EUR     65.79
PORTUGUESE OT'S          4.100    4/15/2037     EUR     42.00
PORTUGUESE OT'S          3.600   10/15/2014     EUR     70.98
REFER                    4.000    3/16/2015     EUR     38.88
REFER                    4.047   11/16/2026     EUR     37.63
REFER                    4.675   10/16/2024     EUR     38.63
REFER                    4.250   12/13/2021     EUR     29.50
REFER                    5.875    2/18/2019     EUR     47.25

RUSSIA
-------
ARIZK                    3.000   12/20/2030     RUB     51.71
DVTG-FINANS              7.750    7/18/2013     RUB     20.29
DVTG-FINANS             17.000    8/29/2013     RUB     55.55
MIRAX                   17.000    9/17/2012     RUB     20.51
MOSMART FINANS           0.010    4/12/2012     RUB      2.00
NOK                     12.500    8/26/2014     RUB      5.00
PROMPEREOSNASTKA         1.000   12/17/2012     RUB      0.01
PROTON-FINANCE           9.000    6/12/2012     RUB     65.00
RBC OJSC                 7.000    4/23/2015     RUB     68.00
RBC OJSC                 7.000    4/23/2015     RUB     69.50
RBC OJSC                 3.270    4/19/2018     RUB     40.00
SAHO                    10.000    5/21/2012     RUB      3.02
SATURN                   8.000     6/6/2014     RUB      2.00

SPAIN
-----
AYT CEDULAS CAJA         4.750    5/25/2027     EUR     63.09
AYT CEDULAS CAJA         3.750    6/30/2025     EUR     56.93
AYT CEDULAS CAJA         3.750   12/14/2022     EUR     64.43
AYT CEDULAS CAJA         4.250   10/25/2023     EUR     66.54
AYT CEDULAS CAJA         4.000    3/24/2021     EUR     73.18
AYUNTAM DE MADRD         4.550    6/16/2036     EUR     64.40
BANCAJA                  1.500    5/22/2018     EUR     62.97
BANCAJA EMI SA           2.755    5/11/2037     JPY     74.38
BANCO BILBAO VIZ         4.500    2/16/2022     EUR     72.35
BANCO BILBAO VIZ         6.025     3/3/2033     EUR     59.47
BANCO CASTILLA           1.500    6/23/2021     EUR     64.01
BANCO POP ESPAN          5.702   12/22/2019     EUR     75.70
BANKINTER SA             6.000   12/18/2028     EUR     72.33
BBVA SUB CAP UNI         2.750   10/22/2035     JPY     49.11
CAIXA TERRASSA           4.700     8/9/2021     EUR     46.95
CAJA MADRID              4.125    3/24/2036     EUR     67.77
CEDULAS TDA 6 FO         4.250    4/10/2031     EUR     53.49
CEDULAS TDA 6 FO         3.875    5/23/2025     EUR     59.50
CEDULAS TDA A-4          4.125    4/10/2021     EUR     73.62
CEDULAS TDA A-5          4.250    3/28/2027     EUR     58.90
COMUN AUTO CANAR         4.200   10/25/2036     EUR     53.81
COMUN AUTO CANAR         3.900   11/30/2035     EUR     51.29
COMUNIDAD ARAGON         4.815   10/10/2022     EUR     67.15
COMUNIDAD ARAGON         5.000    10/4/2020     EUR     74.20
COMUNIDAD ARAGON         4.470    7/12/2021     EUR     68.56
COMUNIDAD ARAGON         4.646    7/11/2036     EUR     53.57
COMUNIDAD BALEAR         4.063   11/23/2035     EUR     52.84
COMUNIDAD BALEAR         3.869   11/23/2020     EUR     71.79
COMUNIDAD MADRID         4.300    9/15/2026     EUR     72.98
DIPUTACION FOR           4.323   12/29/2023     EUR     70.74
GEN DE CATALUNYA         4.900    9/15/2021     EUR     70.34
GEN DE CATALUNYA         5.250    10/5/2023     EUR     67.04
GEN DE CATALUNYA         5.900    5/20/2024     EUR     70.50
GEN DE CATALUNYA         5.325    10/5/2028     EUR     62.12
GEN DE CATALUNYA         5.219    9/10/2029     EUR     60.23
GEN DE CATALUNYA         5.400    5/13/2030     EUR     61.04
GEN DE CATALUNYA         5.900    5/28/2030     EUR     65.58
GEN DE CATALUNYA         5.950    10/1/2030     EUR     65.10
GEN DE CATALUNYA         4.690   10/28/2034     EUR     53.67
GEN DE CATALUNYA         4.220    4/26/2035     EUR     49.04
GEN DE CATALUNYA         2.965     9/8/2039     JPY     47.52
GEN DE CATALUNYA         6.350   11/30/2041     EUR     65.80
GEN DE CATALUNYA         4.801    7/31/2020     EUR     72.44
GEN DE CATALUNYA         2.750    3/24/2016     CHF     71.86
GEN DE CATALUNYA         2.355   11/10/2015     CHF     72.79
GEN DE CATALUNYA         2.315    9/10/2015     CHF     73.68
GENERAL DE ALQUI         2.750    8/20/2012     EUR     70.87
GENERAL VALENCIA         5.900   11/30/2032     EUR     62.38
GENERAL VALENCIA         3.250     7/6/2015     EUR     81.68
GENERAL VALENCIA         4.900    3/17/2020     EUR     73.88
GENERAL VALENCIA         4.000    11/2/2016     EUR     78.55
IM CEDULAS 10            4.500    2/21/2022     EUR     74.52
IM CEDULAS 5             3.500    6/15/2020     EUR     72.88
IM CEDULAS 7             4.000    3/31/2021     EUR     74.48
INSTIT CRDT OFCL         2.100    2/23/2021     JPY     72.08
INSTIT CRDT OFCL         3.250    6/28/2024     CHF     70.44
INSTIT CRDT OFCL         2.570   10/22/2021     CHF     72.24
INSTITUT CATALA          4.250    6/15/2024     EUR     67.41
JUNTA ANDALUCIA          6.600   11/29/2030     EUR     65.11
JUNTA ANDALUCIA          5.700    7/20/2028     EUR     60.30
JUNTA ANDALUCIA          5.000    7/13/2022     EUR     67.69
JUNTA ANDALUCIA          4.850    3/17/2020     EUR     74.37
JUNTA ANDALUCIA          4.125    1/20/2020     EUR     71.87
JUNTA ANDALUCIA          7.500   11/30/2030     EUR     72.39
JUNTA ANDALUCIA          4.250   10/31/2036     EUR     42.94
JUNTA ANDALUCIA          5.150    5/24/2034     EUR     51.54
JUNTA ANDALUCIA          3.065    7/29/2039     JPY     49.75
JUNTA ANDALUCIA          3.170    7/29/2039     JPY     51.04
JUNTA CASTILLA           4.650    11/8/2022     EUR     73.12
JUNTA LA MANCHA          6.000    1/15/2021     EUR     71.50
JUNTA LA MANCHA          5.800    1/30/2021     EUR     70.75
JUNTA LA MANCHA          6.000    1/31/2021     EUR     72.05
JUNTA LA MANCHA          4.625   11/30/2022     EUR     56.50
JUNTA LA MANCHA          2.810   10/14/2022     JPY     65.38
JUNTA LA MANCHA          7.705    2/15/2033     EUR     61.63
JUNTA LA MANCHA          5.950     9/9/2030     EUR     50.72
JUNTA LA MANCHA          4.875    3/18/2020     EUR     68.13
JUNTA LA MANCHA          3.875    1/31/2036     EUR     32.50
MAPFRE SA                5.921    7/24/2037     EUR     66.95
SACYR VALLEHERM          6.500     5/1/2016     EUR     69.22
SANTANDER ISSUAN         5.750    1/31/2018     GBP     73.00
SANTANDER ISSUAN         6.533   10/24/2017     GBP     76.15
XUNTA DE GALICIA         4.025   11/28/2035     EUR     46.56
XUNTA DE GALICIA         5.350   11/22/2028     EUR     62.53

SWEDEN
------
SWEDISH EXP CRED         7.500    2/28/2012     USD      9.17
SWEDISH EXP CRED         7.000     3/9/2012     USD     10.58
SWEDISH EXP CRED         7.000     3/9/2012     USD     10.89
SWEDISH EXP CRED         9.750    3/23/2012     USD      8.81
SWEDISH EXP CRED         9.250    4/27/2012     USD      8.54
SWEDISH EXP CRED         7.500    6/12/2012     USD      7.98
SWEDISH EXP CRED         0.500    6/14/2016     ZAR     74.11
SWEDISH EXP CRED         0.500    6/29/2016     TRY     72.27
SWEDISH EXP CRED         0.500    8/25/2016     ZAR     72.97
SWEDISH EXP CRED         0.500    8/26/2016     ZAR     72.98
SWEDISH EXP CRED         0.500    9/20/2016     ZAR     72.55
SWEDISH EXP CRED         0.500    9/30/2016     ZAR     72.43
SWEDISH EXP CRED         0.500    8/25/2021     ZAR     49.71
SWEDISH EXP CRED         0.500    1/31/2022     ZAR     51.23
SWEDISH EXP CRED         0.500   12/17/2027     USD     53.70
SWEDISH EXP CRED         0.500    1/25/2028     USD     53.18
SWEDISH EXP CRED         0.500    8/26/2021     AUD     62.85
CRED SUIS NY             8.000    1/25/2013     USD     48.69

SWITZERLAND
-----------
UBS AG                  10.070    3/23/2012     USD     35.55
UBS AG                   8.720    3/20/2012     USD     31.70
UBS AG                   9.250    3/20/2012     USD     13.71
UBS AG                   9.430    8/31/2012     USD     33.41
UBS AG                   8.650    8/29/2012     USD     33.17
UBS AG                   9.500    8/10/2012     USD     28.25
UBS AG                  12.040    7/31/2012     USD     23.15
UBS AG                  11.760    7/31/2012     USD     27.80
UBS AG                  10.960    7/20/2012     USD     22.14
UBS AG                  13.300    5/23/2012     USD      3.45
UBS AG JERSEY            3.220    7/31/2012     EUR     43.57

UNITED KINGDOM
--------------
ABBEY NATL PLC           6.500   10/21/2030     GBP     75.72
ABBEY NATL TREAS         5.000    8/26/2030     USD     74.46
ALPHA CREDIT GRP         6.000    6/20/2014     EUR     72.63
BAKKAVOR FIN 2           8.250    2/15/2018     GBP     74.33
BAKKAVOR FIN 2           8.250    2/15/2018     GBP     73.95
BANK OF SCOTLAND         4.496     2/7/2035     EUR     63.93
BANK OF SCOTLAND         2.359    3/27/2029     JPY     57.09
BANK OF SCOTLAND         2.408     2/9/2027     JPY     62.34
BANK OF SCOTLAND         2.340   12/28/2026     JPY     63.20
BARCLAYS BK PLC          8.000    9/11/2012     USD     10.61
BARCLAYS BK PLC          8.000    9/11/2012     USD     10.46
BARCLAYS BK PLC          9.000    8/28/2012     USD     10.42
BARCLAYS BK PLC         10.800    7/31/2012     USD     24.71
BARCLAYS BK PLC         11.500    7/27/2012     USD      9.24
BARCLAYS BK PLC          7.000    7/27/2012     USD     10.00
BARCLAYS BK PLC         10.000    7/20/2012     USD      8.30
BARCLAYS BK PLC          8.000    6/29/2012     USD      9.59
BARCLAYS BK PLC          9.000   10/16/2012     USD     10.60
BARCLAYS BK PLC          8.500   10/16/2012     USD     10.39
BARCLAYS BK PLC         14.000    10/1/2012     USD     10.27
BARCLAYS BK PLC          9.000    10/1/2012     USD     10.16
BARCLAYS BK PLC          8.000    9/28/2012     USD     10.36
BRADFORD&BIN BLD         4.910     2/1/2047     EUR     64.38
CO-OPERATIVE BNK         5.875    3/28/2033     GBP     69.36
CO-OPERATIVE BNK         5.625   11/16/2021     GBP     71.39
CO-OPERATIVE BNK         5.750    12/2/2024     GBP     68.71
EFG HELLAS PLC           6.010     1/9/2036     EUR     21.63
EFG HELLAS PLC           5.400    11/2/2047     EUR     17.25
EMPORIKI GRP FIN         5.000    12/2/2021     EUR     36.50
EMPORIKI GRP FIN         5.100    12/9/2021     EUR     36.88
EMPORIKI GRP FIN         4.350    7/22/2014     EUR     61.38
ENTERPRISE INNS          6.500    12/6/2018     GBP     73.00
ENTERPRISE INNS          6.875    2/15/2021     GBP     67.00
ENTERPRISE INNS          6.875     5/9/2025     GBP     63.00
ENTERPRISE INNS          6.375    9/26/2031     GBP     62.45
ESSAR ENERGY             4.250     2/1/2016     USD     48.00
EX-IM BK OF UKRA         5.793     2/9/2016     USD     74.06
F&C ASSET MNGMT          6.750   12/20/2026     GBP     64.99
GALA ELECTRIC CA        11.500     6/1/2019     GBP     69.63
GALA ELECTRIC CA        11.500     6/1/2019     GBP     69.64
HBOS PLC                 6.000    11/1/2033     USD     66.01
HBOS PLC                 5.374    6/30/2021     EUR     67.38
HBOS PLC                 4.375   10/30/2019     EUR     75.22
HBOS PLC                 6.000    11/1/2033     USD     66.01
HBOS PLC                 4.500    3/18/2030     EUR     65.35
HSBC BANK PLC            4.750    3/24/2046     GBP     77.76
LBG CAPITAL NO.2         8.500     6/7/2032     GBP     74.39
LLOYDS TSB BANK          5.750     7/9/2025     GBP     76.04
MATALAN                  9.625    3/31/2017     GBP     58.00
MATALAN                  9.625    3/31/2017     GBP     57.96
MAX PETROLEUM            6.750     9/8/2013     USD     46.44
NOMURA BANK INTL         0.800   12/21/2020     EUR     65.16
OTE PLC                  7.250     4/8/2014     EUR     71.71
OTE PLC                  4.625    5/20/2016     EUR     64.30
PRIVATBANK               5.799     2/9/2016     USD     63.96
ROYAL BK SCOTLND         5.168    6/29/2030     EUR     59.58
ROYAL BK SCOTLND         2.300   11/26/2024     JPY     72.69
ROYAL BK SCOTLND         4.700     7/3/2018     USD     80.00
SKIPTON BUILDING         5.625    1/18/2018     GBP     65.59
SPIRIT ISSUER            5.472   12/28/2028     GBP     70.50
THOMAS COOK GR           7.750    6/22/2017     GBP     36.00
THOMAS COOK GR           6.750    6/22/2015     EUR     37.00
UNIQUE PUB FIN           5.659    6/30/2027     GBP     65.67


                            *********

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

Copyright 2012.  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 Peter Chapman at 240/629-3300.


                 * * * End of Transmission * * *