TCREUR_Public/120213.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 13, 2012, Vol. 13, No. 31

                            Headlines



F I N L A N D

ARKTOS GROUP: Files for Bankruptcy After Stora Debt Write-Off


F R A N C E

PETROPLUS HOLDING: Three Companies Eye Petit-Couronne Refinery
PHOTOWATT FRANCE: Electricite de France Makes Takeover Bid
YPSO HOLDING: S&P Keeps 'CCC+' Corp. Credit Rating on Watch Pos.


G E R M A N Y

A-TEC INDUSTRIES: Sells Two Units; Creditors May Recover Claims
DECO 9: Fitch Affirms Ratings on Three Note Classes at 'CCsf'
HECKLER & KOCH: Moody's Downgrades CFR to Caa2; Outlook Negative
SUNCONCEPT GROUP: Files for Insolvency; 100 Jobs Affected


G R E E C E

ESTIA MORTGAGE: S&P Lowers Rating on Class C Notes to 'B+(sf)'
THEMELEION III: S&P Affirms Rating on Class C Notes at 'BB(sf)'
* GREECE: Has Initial Agreements with International Creditors


I R E L A N D

AVOCA CLO III: S&P Affirms Rating on Class E Notes at 'CCC+ (sf)'
SMURFIT KAPPA: Moody's Reviews 'Ba3' CFR for Possible Upgrade
TBS INTERNATIONAL: 3 More Units File for Bankruptcy in the U.S.
TBS INTERNATIONAL: Asks Court to Confirm Automatic Stay
TBS INTERNATIONAL: Taps Garden City as Admin. & Claims Agent


I T A L Y

FIAT SPA: S&P Puts 'BB' Corporate Credit Rating on Watch Negative


L U X E M B O U R G

KERNEL HOLDING: Fitch Affirms Issuer Default Ratings at 'B/B+'
LIFEMARK SA: Luxemburg Regulator to Start Liquidation Process


N E T H E R L A N D S

LANCELOT 2006: S&P Withdraws 'B(sf)' Rating on Class E Notes


R O M A N I A

COMPANIA NATIONALA: To Undergo Liquidation by End of September


S P A I N

BANKIA SA: Moody's Cuts Rating on Public-Sector Covered Bonds
CATALUNYA BANC: Moody's Reviews 'Ba1' Rating for Downgrade
NCG BANCO: Moody's Cuts Rating on Public-Sector Covered Bonds
TDA CAM: S&P Downgrades Ratings on Four Note Classes to 'D(sf)'


S W E D E N

VERISURE HOLDING: S&P Assigns 'B' Long-Term Corp. Credit Rating


T U R K E Y

YAPI VE KREDI: Moody's Assigns 'Ba1' Senior Unsecured Debt Rating


U K R A I N E

VTB BANK: Fitch Assigns 'B+' Long-Term Local Currency Ratings


U N I T E D   K I N G D O M

CENTER PARCS: S&P Assigns 'BB+(sf)' Rating to Class B Notes
CORNERSTONE TITAN: S&P Retains 'B-(sf)' Rating on Class G Notes
DISCOVERY STORE: Placed in Administration Due to Insolvency
LLOYDS BANKING: S&P Lifts Ratings on Hybrid Securities to 'BB+'
RADAMANTIS: S&P Withdraws 'B+' Rating on Class F Notes

REC PLANTATION: Fitch Upgrades Rating on Class E Notes to 'BBsf'


X X X X X X X X

* BOND PRICING: For the Week February 6 to February 10, 2012


                            *********


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F I N L A N D
=============


ARKTOS GROUP: Files for Bankruptcy After Stora Debt Write-Off
-------------------------------------------------------------
EUWID reports that Arktos Group decided to file for bankruptcy
during an extraordinary shareholders' meeting on Jan. 24.

The lawyer Veikko Almgren was appointed to represent Arktos,
EUWID discloses.

Production in Kemijarvi was halted and the work force of roughly
86 had already been laid off on Jan. 23 until a solution could be
found to the financial problems, EUWID recounts.

Arktos claims that the trigger for the economic problems was the
announcement on Jan. 17 by the Finnish minority shareholder Stora
Enso that it was writing off both its holding in Arktos and its
EUR11 million loan to the company, EUWID notes.

Juhani Kukkonen, CEO of Arktos, Stora Enso's announcement
resulted in uncertainty among other creditors and finally in a
stop on loans for buildings and plant, EUWID states.

Arktos Group Ltd. Oy designs, manufactures and operates
production machines and production lines of mechanical wood
refining industry.  The company was founded in 2004 and is based
in Kemijarvi, Finland.


===========
F R A N C E
===========


PETROPLUS HOLDING: Three Companies Eye Petit-Couronne Refinery
--------------------------------------------------------------
Marc Parrad and Karolin Schap at Reuters report that three
companies have shown interest in buying Petroplus Holdings AG's
French Petit-Couronne refinery, including investor groups Gary
Klesch and Goldsmith.

A senior union representative told Reuters that a Feb. 10
deadline to express interest in the refinery was set, and offers
have to be submitted by March 15.  The refinery was placed under
judicial protection last month.

According to Reuters, the representative said one unidentified
company is also in talks to sign a "processing contract" by the
end of next week to allow the refinery to process crude on the
firm's behalf.

"Forty million euros (US$53.2 million) need to be found by the
end of next week to pay the costs, the salaries and the work to
restart the refinery," Reuters quotes the representative as
saying.

He added that it would take two to two and a half months before
the refinery could be restarted, Reuters notes.

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.


PHOTOWATT FRANCE: Electricite de France Makes Takeover Bid
----------------------------------------------------------
David Whitehouse at Bloomberg News, citing Agence France-Presse,
reports that Electricite de France SA has made a bid to buy
Photowatt.

According to Bloomberg, AFP said that EDF would keep all 430
employees under the offer.

As reported by the Troubled Company Reporter-Europe on Jan. 19,
2012, Recharge News related that EDF Energies Nouvelles and
STMicroelectronics signed confidentiality agreements allowing
them to scrutinize the finances of Photowatt France.  Photowatt
has been in administration since November, having been unable to
remain competitive with cheaper Asian manufacturers, Recharge
News disclosed.

Photowatt France is a solar panel maker.  It is a subsidiary of
Canada's ATS Automation Tooling Systems.


YPSO HOLDING: S&P Keeps 'CCC+' Corp. Credit Rating on Watch Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services kept its 'CCC+' long-term
corporate credit rating on France's sole cable operator Ypso
Holding Sarl on CreditWatch with positive implications, where it
was placed on July 22, 2011.

"At the same time, we assigned a 'B' issue rating to the proposed
EUR350 million senior secured notes to be issued by Luxembourg-
based special purpose vehicle (SPV) Numericable Finance & Co.
S.C.A. (not rated). We understand that the proceeds from the
proposed notes will be onlent to Ypso France S.A.S., a direct
subsidiary of Ypso Holding Sarl, via a proposed back-to-back
loan. We have assigned a 'B' issue rating to this proposed loan
(hereinafter the 'additional C facility'). At the same time, we
have assigned a recovery rating of '3' to the additional C
facility, reflecting our expectation of meaningful (50%-70%)
recovery in the event of a payment default. Our issue ratings
reflect the expected corporate credit rating of Ypso based on the
successful refinancing, and are not on CreditWatch. We have not
assigned a corporate credit rating to Numericable Finance & Co.,
nor have we assigned a recovery rating to the proposed notes,"
S&P said.

The CreditWatch placement reflects the likelihood that S&P would
raise the long-term rating on Ypso to 'B' if the company
successfully completes its plan to:

   Extend by two years a large part of its exposure under
   existing credit facilities over the 2012-2014 period and reset
   covenants.

   Prepay at least EUR350 million of existing credit facilities
   debt through the proposed notes issue.In August 2011, Ypso
   already received consent from the majority of its lenders to
   amend and extend the maturities of some of its bank debt.
   This two-year extension remains subject, however, to the
   Prepayment of at least EUR350 million of existing credit
   facilities, which the group is trying to achieve through the
   proposed notes issue.

"We expect to resolve the CreditWatch placement in February 2012,
after reviewing the results and documentation of Ypso's notes
offering, debt prepayment plans, and the implementation of the
maturity extension of some of the group's credit facilities," S&P
said.

"We will likely raise the rating on Ypso to 'B' after successful
completion of the refinancing if what we see as the main near-
term liquidity concerns, specifically late 2012 and 2013 debt
amortizations and covenant headroom, have been satisfactorily
addressed," S&P said.

"Failure to implement the planned changes to the group's capital
structure or further significant delays in their implementation
would likely prompt us to affirm the 'CCC+' rating in the
immediate term," S&P said.


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


A-TEC INDUSTRIES: Sells Two Units; Creditors May Recover Claims
---------------------------------------------------------------
According to Bloomberg News' Zoe Schneeweiss, Austria Press
Agency, citing Hans-Georg Kantner, the spokesman of A-Tec
Industries AG's creditor committee, reported that creditors of
the company may get 30% to 35% of their claims after it sold its
Montanwerke Brixlegg unit on Friday.

Bloomberg notes that the report said Mr. Kantner, who also is a
representative of credit protection association
Kreditschutzverband von 1870, expects a first payment to
creditors to be made at the end of June.

In a separate report, Bloomberg's Ms. Schneeweiss relates that
A-Tec sold its Montanwerke Brixlegg and Gindre units Umcor AG, a
Swiss trading company of non-ferrous metals.

The companies agreed not to disclose the purchase price,
Bloomberg says, citing a statement from A-Tec insolvency
administrator Matthias Schmidt.

A-Tec Industries AG is an Austrian engineering company.


DECO 9: Fitch Affirms Ratings on Three Note Classes at 'CCsf'
-------------------------------------------------------------
Fitch Ratings has downgraded DECO 9 - Pan Europe 3 plc's class A2
and B notes and affirmed the others, as follows:

  -- EUR196.5m class A1 (XS0262559296) affirmed at 'AAAsf';
     Outlook Stable

  -- EUR312.0m class A2 (XS0262561276) downgraded to 'Asf' from
     'AAsf'; Outlook Negative

  -- EUR39.0m class B (XS0262561946) downgraded to 'BBBsf' from
     'Asf'; Outlook Negative

  -- EUR37.6m class C (XS0262562753) affirmed at 'BBsf';
     Outlook Negative

  -- EUR15.2m class D (XS0262563215) affirmed at 'BB-sf';
     Outlook Negative

  -- EUR21.5m class E (XS0262563728) affirmed at 'Bsf';
     Outlook Negative

  -- EUR34.2m class F (XS0262564452) affirmed at 'CCCsf';
     assigned Recovery Estimate (RE) RE90%

  -- EUR6.7m class G (XS0262565004) affirmed at 'CCsf';
     assigned RE20%

  -- EUR10.0m class H (XS0262565939) affirmed at 'CCsf';
     assigned RE0%

  -- EUR4.8m class J (XS0262566234) affirmed at 'CCsf';
     assigned RE0%

The downgrade of the class A2 and B notes reflects the
deteriorating performance of the Dresdner loan, the second
largest loan in the portfolio.  The affirmation of the other
classes reflects the stable performance of the remaining loans
within the past year.

Vacancy in the Dresdner loan has increased to 24% from 15% a year
ago.  Further lease break options have been exercised for EUR11.1
million of passing rent, which will increase vacancy in the
coming months.  The integration of Dresdner Bank AG into
Commerzbank AG, following a 2009 merger, is the main reason for
the closures of Dresdner Bank branches and offices, which serve
as collateral for this loan.

The largest loan in the portfolio, the syndicated Treveria loan,
is in liquidation after various events of default led to its
acceleration in July 2010.  The loan pays a floating rate of
interest and as such is exposed to any rises to the three-month
Euribor reference rate, as it is currently unhedged.  However, in
the short term, the current interest rate levels positively
affect the debt service payments owed by the borrower.

Originally, a portfolio sale was intended, but this strategy was
abandoned due to low bids for the portfolio as a whole.  The
special servicer is currently selling the assets separately.  As
of end-2011, it had completed five sales, with 55 assets
remaining in the portfolio.  All the sale prices were higher than
the allocated loan amounts for the respective properties.

However, Fitch expects the loan to incur a loss due to the
secondary quality of the real estate.  A 50% syndication of the
Treveria loan is included in the EuroProp (EMC) S.A. (Compartment
1) CMBS, the final legal maturity of which is August 2013.  This
may force the special servicer to accept lower bids on the
remaining assets in order to dispose of them before this date.

Three loans, representing 15% of the remaining transaction
balance are scheduled to mature in the next six months. The
Goettingen (April 2012) and Coop Fishman loans (April 2012) are
secured by retail assets in Germany and Switzerland,
respectively.  Fitch does not expect either loan to incur a loss,
as investor interest in retail assets remains buoyant, and
Fitch's LTV for both loans is moderate.  The Ascom loan, maturing
in July 2012, is secured by an office property in Switzerland,
and should also benefit from investor demand. Fitch expects the
loan to repay in full at maturity.


HECKLER & KOCH: Moody's Downgrades CFR to Caa2; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service has downgraded Heckler & Koch GmbH's
Corporate Family Rating (CFR), Probability of Default Rating
(PDR) and the rating on the EUR295 million senior secured notes
due 2018 to Caa2 from Caa1. The outlook on all ratings remains
negative.

Downgrades:

   Issuer: Heckler & Koch GmbH

   -- Probability of Default Rating, Downgraded to Caa2 from Caa1

   -- Corporate Family Rating, Downgraded to Caa2 from Caa1

   -- Senior Secured Regular Bond/Debenture, Downgraded to Caa2
      from Caa1

Ratings Rationale

The rating action reflects Moody's increased concern that Heckler
& Koch's cash flow generation and available liquidity sources
will not be sufficient to support its operating needs as well as
debt service requirements on its EUR295 million senior secured
notes due 2018 in the intermediate term. In the absence of long-
term committed credit lines, the group's liquidity sources are
limited to cash on balance sheet of around EUR22 million per
December 31, 2011 (including restricted cash of around EUR5
million) and cash flow generation from operations.

Heckler & Koch's cash on balance sheet at year-end 2011 should
support the EUR14 million bond interest payment on May 15, 2012.
However, future interest payments, due each May 15 and November
15, could be at risk in case of a delay in collecting invoice
payments or in case of an unexpected delay in receiving export
licenses. In addition, Heckler & Koch so far has not succeeded in
improving its liquidity situation, given the continued lack of a
long-term committed revolving credit facility. Apart from the
required interest payments on the EUR295 million bond, the group
has no near term debt maturities.

Moody's considers Heckler & Koch's capital structure with a
persisting high leverage to be unsustainable without a capital
injection or long-term committed credit line and there is limited
time to accomplish this in light of the EUR28 million annual
interest burden. A debt restructuring thus appears increasingly
likely. For the last twelve months period ending 30 September
2011 the group had adjusted debt/EBITDA of 6.8x and FCF/debt of -
0.8%.

In addition, Moody's is increasingly concerned that the group's
tight liquidity situation might start to impair its competitive
position, if Heckler & Koch failed to obtain performance
guarantees from banks.

The negative outlook is primarily based on the company's tight
liquidity profile and the anticipation that free cash flow
generation will remain very modest in the short to medium term
and therefore insufficient to materially improve cash on balance
sheet.

Despite the current all-bond capital structure Moody's has
aligned the CFR to the PDR given HK's weak liquidity which could
accelerate a default. The Caa2 rating of the EUR295 million
senior secured notes is in line with both CFR and PDR given that
the notes are issued by an operating entity which conducts
substantially all of the production and a significant proportion
of sales. Moreover, the notes benefit from upstream guarantees of
all direct and indirect subsidiaries and are secured by share
pledges which Moody's views as less valuable than tangible
assets.

Other factors reflected in the group's Caa2 CFR are i) Heckler &
Koch's strong position in the global market for small arms behind
Freedom Group (rated B1/stable outlook) and Smith & Wesson
(unrated) as well as ii) its solid operating performance with
however, limited room for further improvement given headwinds
from government austerity measures, raw material costs and HK's
challenge to obtain export licenses to non-NATO countries,
particularly in the light of the currently ongoing investigations
focusing on a potential violation of export licenses.
Furthermore, the rating incorporates iii) HK's customer
concentration with 64% of sales generated by the four biggest
customers in 2010, iv) the concentration of 98% of the production
in one single plant in Oberndorf, v) ongoing legal risks related
to the company's business model and vi) the limited flexibility
of HK to adjust its workforce and production to a changing demand
pattern.

Triggers for a Potential Downgrade/Upgrade

Further downward pressure could arise in case of heightened risk
of a near-term default through depletion of cash resources,
putting scheduled semi-annual interest payments on the EUR295
million senior secured notes due 2018 at risk.

The rating could be upgraded in case of a sustained improvement
in the group's weak liquidity profile with readily available cash
on balance and available long-term credit lines (currently not
available) sufficient to cover interest payments of EUR28 million
per year as well as seasonal swings in working capital and capex
investments.

The principal methodology used in rating Heckler & Koch GmbH was
the Global Aerospace and Defense Industry Methodology published
in June 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Headquartered in Oberndorf, Germany, Heckler & Koch is a leading,
privately owned, defense contractor in the small arms sector. The
company generated sales of EUR232 million in the last twelve
months ending September 2011. Heckler & Koch supplies the armed
forces of NATO and NATO allies, European and US Special Forces,
European police forces and US federal law enforcement agencies
and other countries. HK designs, produces and distributes small
arms, including rifles, side arms, fully automatic weapons and
grenade launchers, as well as a variety of related products. It
also provides parts and services to the military sector.


SUNCONCEPT GROUP: Files for Insolvency; 100 Jobs Affected
---------------------------------------------------------
PV Magazine reports that SunConcept Group has filed for
insolvency with Germany's Limburg District Court, after seven of
its subsidiaries went bankrupt.

According to PV Magazine, a total of 100 employees have been
affected.

The group's "significant" loss of revenues have been attributed
to increased competition from the Far East and declining feed-in
tariffs, PV Magazine discloses.  In a statement released, it
added that unfortunately a restructuring plan could not be
implemented in time to avoid it having to file for insolvency,
despite changes being made to the management's cost structures,
PV Magazine notes.

Until recently, it continues, intensive rescue talks were held
with various investors, however, they could not be brought to a
conclusion, PV Magazine recounts.

Lawyer Jens Lieser from Koblenzer has been appointed as
provisional liquidator, and will continue these discussions, PV
Magazine relates.  He is expected to attend a meeting to inform
SunConcept about the insolvency and the next steps forward,
according to PV Magazine.

In the coming weeks, Lieser and his team will look into the
SunConcept Group and work on a continuation plan, PV Magazine
states.  The overall goal is to maintain the profitability of the
solar provider and as many jobs as possible, PV Magazine says.

SunConcept Group designs, installs and operates photovoltaic
systems.


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


ESTIA MORTGAGE: S&P Lowers Rating on Class C Notes to 'B+(sf)'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its credit ratings on
Estia Mortgage Finance II PLC's class A and B notes.
"Concurrently, we lowered our rating on the class C notes to 'B+
(sf)' from 'BB- (sf)'. This transaction is backed by a pool of
prime residential mortgages in Greece (Hellenic Republic) that
were originated by Piraeus Bank S.A. (CCC/Negative/C)," S&P said.

"The assets backing the transaction have continued to deleverage,
and they have a low weighted-average loan-to-value (LTV) ratio
equal to 50.97%. The portfolio also benefits from a well seasoned
pool of assets (the weighted-average seasoning is 59.80 months).
However, due to the deteriorating arrears performance, we have
lowered our rating on the class C notes. The performance of the
assets in this pool has significantly deteriorated since second-
quarter (Q2) 2010. Total arrears levels have increased evenly
across all buckets, to 14.64% in October 2011 from 9.83% in July
2010. There has also been an increase in defaults during this
period, with cumulative defaults currently at 2.44%, up from
1.49% in July 2010," S&P said.

"For this transaction, we have applied our general criteria for
credit ratings and followed the methodology and assumptions
outlined in our Italian RMBS criteria. Our view is that Greece's
weak economic environment could have a negative effect on
obligors repaying their debts, leading to Greek structured
finance transactions experiencing higher defaults and
delinquencies. To adjust for this increased risk, we
approximately doubled our 'BB' initial default expectations as
specified in our Italian RMBS criteria, in our credit analysis
for each rating level. We have also applied our increased
foreclosure timing assumption of 84 months from 72 months
following our assessment of the new bankruptcy law," S&P said.

"Due to our July 27, 2011 downgrade of Greece to CC/Negative/C
and the application of our criteria, in our current assessment of
Greek country risk in structured finance transactions backed by
Greek assets, the maximum achievable rating is 'BB+'. This is
subject to further adjustments if our view of Greece's country
risks changes," S&P said.

"On July 27, 2011, we published an article where we indicated
that our transfer and convertibility (T&C) assessment for Greece
would be reset if it were to leave the single currency. This
would lead to a reassessment and possible lowering of our
structured finance country rating ceiling. Furthermore, were
Greece to leave the single currency, this transaction would
likely become exposed to unhedged currency risk, in our opinion.
Both of these considerations would likely lead to further rating
action on all tranches of this transaction," S&P said.

"Both counterparties to this transaction (Citibank N.A.
[A/Negative/A-1] and UBS AG [A/Negative/A-1]) have higher ratings
than the ratings on the notes; therefore, the ratings on the
counterparties do not influence our ratings on the notes," S&P
said.

          Standard & Poor's 17g-7 Disclosure Report

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

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

       http://standardandpoorsdisclosure-17g7.com

Ratings List

Class            Rating
            To            From

Estia Mortgage Finance II PLC
EUR1.25 Billion Mortgage-Backed Floating-Rate Notes

Rating Lowered

C           B+ (sf)       BB- (sf)

Ratings Affirmed

A           BB+ (sf)
B           BB+ (sf)


THEMELEION III: S&P Affirms Rating on Class C Notes at 'BB(sf)'
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its credit ratings on
Themeleion III Mortgage Finance PLC's class A, M, B, and C notes.
The transaction is backed by a pool of prime residential
mortgages in Greece (Hellenic Republic) that were originated by
EFG Eurobank Ergasias S.A. (CCC/Negative/C).

"Throughout 2010, the assets backing this transaction showed
stable arrears and losses, but in 2011 we have observed a
deterioration in their performance," S&P said.

The level of overall arrears worsened in early 2011, in
particular the number of loans in the 90+ day bucket increased to
1.66%, from 1.03% in June 2010.

"The loan-to-value (LTV) ratios for this portfolio is very low
(the weighted-average LTV ratio is 52.99%) and the pool consists
of well seasoned loans (the weighted-average is 77 months); in
addition, credit enhancement has increased to 5.60%, from 2.00%
in June 2010, and could continue to increase depending on excess
spread. In our opinion, these factors counterbalance the
negative arrears developments," S&P said.

"For this transaction, we have applied our general criteria for
credit ratings and followed the methodology and assumptions
outlined in our Italian RMBS criteria. Our view is that Greece's
weak economic environment could have a negative effect on
obligors repaying their debts, leading to Greek structured
finance transactions experiencing higher defaults and
delinquencies. To adjust for this increased risk, we
approximately doubled our initial default expectations as
specified in our Italian RMBS criteria, in our credit analysis
for each rating level. We have also applied our increased
foreclosure timing assumption of 84 months from 72 months
following our assessment of the new bankruptcy law," S&P said.

"Due to our July 27, 2011 downgrade of Greece to CC/Negative/C
and the application of our criteria, in our current assessment of
Greek country risk in structured finance transactions backed by
Greek assets, the maximum achievable rating is 'BB+'. This is
subject to further adjustments if our view of Greece's country
risks changes," S&P said.

"On July 27, 2011, we published an article where we indicated
that our transfer and convertibility (T&C) assessment for Greece
would be reset if it were to leave the single currency. This
would lead to a reassessment and possible lowering of our
structured finance country rating ceiling. Furthermore, were
Greece to leave the single currency, the transaction may become
exposed to unhedged currency risk, in our opinion. Both of these
considerations would likely lead to further rating action on all
tranches in this transaction," S&P said.

"Both counterparties to this transaction (Citibank N.A.
[A/Negative/A-1] and Barclays Bank PLC [A+/Stable/A-1]) have
higher ratings than the ratings on the notes; therefore, the
ratings on the counterparties do not influence our ratings on the
notes," S&P said.

              Standard & Poor's 17g-7 Disclosure Report

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

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

       http://standardandpoorsdisclosure-17g7.com

Ratings List

Class            Rating

Themeleion III Mortgage Finance PLC
EUR1 Billion Mortgage-Backed Floating-Rate Notes Due 2043

Ratings Affirmed

A                BB+ (sf)
M                BB+ (sf)
B                BB+ (sf)
C                BB (sf)


* GREECE: Has Initial Agreements with International Creditors
-------------------------------------------------------------
Jonathan Stearns at Bloomberg News reports that Finance Minister
Evangelos Venizelos said the Greek government has reached
preliminary agreements with its international creditors, paving
the way for a second bailout.

"We have finally a staff-level agreement with the troika for a
new, strong and credible program," Bloomberg quotes Mr. Venizelos
as saying before a meeting of euro-area finance ministers.  "We
have also a deal with the private creditors on the basic
parameters of the PSI.  We need now the political endorsement of
the eurogroup for the final step."


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I R E L A N D
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AVOCA CLO III: S&P Affirms Rating on Class E Notes at 'CCC+ (sf)'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Avoca CLO III PLC's class B Def and C Def notes. "At the same
time, we have affirmed our ratings on the class A-1, D-1 Def, D-2
Def, and E notes, and the class R combination notes. We have also
withdrawn our ratings on the class Q and S 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 have decreased to 1.0% from 2.5%, whereas 'CCC'
rated assets have slightly increased to 4.5% from 4.1%," S&P
said.

"At the same time, the credit enhancement available to each class
of notes has slightly increased, despite a drop in the aggregate
collateral balance (to EUR378 million from EUR382 million) due to
losses in the underlying portfolio. This is because the class A-1
notes have amortized by nearly EUR8.5 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 increase of the weighted-average
spread to 3.24% from 2.85%, 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 6% of the underlying portfolio, and
the resulting foreign currency risk is hedged via perfect asset
swaps with 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 notes could withstand a 'AA+'
stress under these conditions, whereas the class B Def notes,
which would otherwise pass at a 'AA' rating level, could only
withstand a 'AA-' stress," S&P said.

"Therefore, and in accordance with our analysis, we have raised
our ratings on the class B Def and C Def 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, D-1 Def, D-2 Def, and E notes, and the class R
combination notes is commensurate with their current ratings, and
we have therefore affirmed our ratings on these notes. However,
note that the ratings on the class D-1 Def and D-2 Def notes are
still capped at 'B+' by our largest obligor test and would
otherwise pass at a 'BB+' level. Similarly, the rating on the
class E notes is still capped at 'CCC+' by our largest obligor
test and would otherwise pass at a 'B+' level," S&P said.

"Finally, we have withdrawn our ratings on the class Q and S
combination notes, following confirmation by the trustee that the
notes were decoupled between April 2010 and July 2011," S&P said.

Avoca CLO III 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, the Netherlands, and the U.K.,
which together account for about 70% of the portfolio. Avoca CLO
III closed in August 2005 and is managed by Avoca Capital
Holdings.

              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

Avoca CLO III PLC
EUR408 Million Floating and Fixed-Rate Notes

Ratings Raised

B Def       AA- (sf)            A+ (sf)
C Def       BBB+ (sf)           BBB- (sf)

Ratings Affirmed

A           AA+ (sf)
D-1 Def     B+ (sf)
D-2 Def     B+ (sf)
E           CCC+ (sf)
R Combo     B+ (sf)

Ratings Withdrawn

Q Combo     NR                  B+ (sf)
S Combo     NR                  BBB- (sf)

NR--Not rated.


SMURFIT KAPPA: Moody's Reviews 'Ba3' CFR for Possible Upgrade
-------------------------------------------------------------
Moody's Investors Service has placed all ratings of Smurfit Kappa
Group plc (SKG) under review for possible upgrade, including the
group's Ba3 Corporate Family Rating and Probability of Default
Rating. The instrument ratings on the group's senior secured
notes (Ba2) and on the subordinated notes (B2) have also been
placed under review for possible upgrade.

The rating action follows SKG's release of preliminary 2011
results and the launch of an amend-and-extend process, aimed at
terming out sizeable bank debt maturities and including debt
repayments.

Ratings Rationale

The rating action reflects SKG's progress in reducing the group's
leverage due to continued positive free cash flow generation as
well as expected benefits from the announced amend-and-extend
process on the back of material debt repayments and a term out of
maturities. Should the amend-and-extend agreement be implemented
with no material changes to the announced terms and conditions,
Moody's would expect to upgrade SKG's CFR to Ba2. Concurrently,
instrument ratings would be upgraded by one notch to Ba1 for the
senior secured notes and B1 for the subordinated notes.

The review process focuses on SKG's progress in implementing (i)
an extension of its EUR525 million Revolving Credit Facility due
in 2012 and 2013 to June 2016; (ii) an extension of its EUR822
million term loan B due in December 2013 and the EUR819 million
term loan C due in December 2014 to June 2016 and March 2017
respectively; and (iii) other technical amendments. As part of
the amend-and-extend process, SKG is offering a 15bps consent
fee, a 35bps extension fee for term loan B and C lenders and a
50bps extension fee for RCF lenders as well as a repayment of 20%
of current outstandings under term loans B and C, which would
amount to approximately EUR 330 million if fully accepted. In
addition, margins on the bank facilities are expected to increase
by about 50 bps.

If implemented as announced, Moody's believes that the amendment
will support debt protection metrics in line with a higher rating
such as net Debt/EBITDA around 4x (3.6x as of December 2011) and
retained cash flow/net debt in the mid teen percentages despite
an expected weakening of profitability levels over 2012. Moody's
also notes positively that the process addresses high debt
maturities over the next years and, if implemented as announced,
supports SKG's solid liquidity profile.

Operating performance over 2011 was solid on the back of a
cyclical recovery in market conditions, good demand growth for
corrugated boxes both in Europe and Latin America and a
successful recovery of higher input costs through selling price
increases. Moody's cautions however, that the currently
challenging economic environment in Europe will likely result in
a weakening of credit metrics over 2012. As a manufacturer in the
paper-based packaging industry, SKG's profitability will remain
susceptible to economic cycles. While Moody's believes that the
inherent revenue cyclicality is partially mitigated by the
significant share of volumes sold to less volatile consumer goods
customers as well as increasing geographic diversification in
favor of emerging markets, key risk factor remains prudent
management of corrugated pricing, which is expected to decline as
a result of lower kraftliner and testliner prices.

However, as Moody's expects trough pricing for containerboard to
remain clearly above that of the last downturn given elevated
input costs, this should also limit pricing pressure on
corrugated boxes, as do fairly balanced supply and demand levels.
Moody's assessment of a limited weakening of debt protection
metrics over 2012 also considers cost structure improvements on
the back of implemented restructuring measures as well as a lower
debt load, which should provide for less volatile credit metrics
in 2012 compared to the last downturn in 2008-2009.

On Review for Possible Upgrade:

   Issuer: Smurfit Kappa Group plc

   -- Probability of Default Rating, Placed on Review for
      Possible Upgrade, currently Ba3

   -- Corporate Family Rating, Placed on Review for Possible
      Upgrade, currently Ba3

   Issuer: Smurfit Kappa Acquisitions

   -- Senior Secured Regular Bond/Debenture, Placed on Review for
      Possible Upgrade, currently Ba2

   Issuer: Smurfit Kappa Funding plc

   -- Subordinate Regular Bond/Debenture, Placed on Review for
      Possible Upgrade, currently B2

   Issuer: Smurfit Kappa Treasury Funding Limited

   -- Senior Secured Regular Bond/Debenture, Placed on Review for
      Possible Upgrade, currently Ba2

Outlook Actions:

   Issuer: Smurfit Kappa Acquisitions

   -- Outlook, Changed To Rating Under Review From Positive

   Issuer: Smurfit Kappa Funding plc

   -- Outlook, Changed To Rating Under Review From Positive

   Issuer: Smurfit Kappa Group plc

   -- Outlook, Changed To Rating Under Review From Positive

   Issuer: Smurfit Kappa Treasury Funding Limited

   -- Outlook, Changed To Rating Under Review From Positive

The principal methodology used in rating SKG was the Global Paper
and Forest Products Industry Methodology published September
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.

Smurfit Kappa Group plc is Europe's leading manufacturer of
containerboard and corrugated containers as well as specialty
packaging, such as, for example, bag-in-box packaging of liquids
like water or wine. The group holds also the leading position for
its major product lines in Latin America. SKG reported EUR7.4
billion of revenues in 2011.


TBS INTERNATIONAL: 3 More Units File for Bankruptcy in the U.S.
---------------------------------------------------------------
Three affiliates of TBS International Inc., namely, Lancaster
Maritime Corp., Chatham Maritime Corp., and Sherwood Shipping
Corp., filed for Chapter 11 protection (Bankr. S.D.N.Y. Case Nos.
12-22294 to 12-22296) on Feb. 7, 2012.

On Feb. 6, TBS Shipping Services Inc. and about 60 affiliates
filed bankruptcy petitions together with a proposed prepackaged
Chapter 11 plan.

As reported in the Feb. 9, 2012 edition of the Troubled Company
Reporter, TBS is asking the court to promptly hold a hearing on
March 12 for confirmation of the plan.  At the hearing, the Court
will also consider the adequacy of the Disclosure Statement.

Before filing for bankruptcy, the Company and its subsidiaries
negotiated and received affirmative votes from all voting
lenders.

The Debtors have arranged a US$42.8 million loan to fund
operations during their Chapter 11 cases.  The financing is
provided entirely by the Company's existing lenders, including
Bank of America, DVB Bank, Toronto Dominion Bank and Credit
Suisse.

Under the Plan, the DIP financing claims and prepetition secured
debt are to be restructured so as to provide new liquidity,
extended maturity dates and other terms sufficient to permit the
new entity's successful emergence from Chapter 11 and future
viability.

                      About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-
22224) on Feb. 6, 2012.  TBS provides ocean transportation
services that offer worldwide shipping solutions to a diverse
client base of industrial shippers in more than 20 countries to
over 300 customers. Through a 41-vessel fleet of multipurpose
tweendeckers and handysize and handymax dry bulk carriers, TBS,
in conjunction with a network of affiliated service companies,
offers (a) liner, parcel and bulk transportation services and (b)
time charter services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with
third parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the
year ended Dec. 31, 2011, TBS's consolidated net revenue was
roughly $369.7 million.  Its consolidated debt is roughly $220
million.

TBS filed together with the petition its Joint Prepackaged Plan
of Reorganization dated Jan. 31, 2012.  As of the Petition Date,
the Debtors have received overwhelming acceptance of the Plan
from all voting classes.  If confirmed, the Plan will implement
an agreed restructuring of the Debtors' obligations to their
prepetition secured lenders, provide for the payment of all
general unsecured claims in full, and effect the cancellation of
existing equity interests at the parent holding company levels
and the issuance of new equity interests to certain of the
Debtors' lenders and key management.  To implement this
restructuring, the Debtors have obtained commitments to provide
$42.8 million in debtor-in-possession financing and an equivalent
amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within
35 days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.


TBS INTERNATIONAL: Asks Court to Confirm Automatic Stay
-------------------------------------------------------
TBS Shipping Services Inc. and certain of its subsidiaries ask
the U.S. Bankruptcy Court for the Southern District of New York
to enter an order enforcing, restating, and restraining any
action taken in contravention of the automatic stay and the
provisions in the Bankruptcy Code and preventing the enforcement
of ipso facto clauses against the Debtors.

The Debtors explained that as a result of their worldwide
operations, they have hundreds of foreign creditors and
counterparties to contracts who may be unaware of the global-
reaching prohibitions and restrictions of the Bankruptcy Code.
In particular, these Foreign Creditors may be unfamiliar with the
operation of the automatic stay and other provisions of the
Bankruptcy Code, including the stay on enforcement of ipso facto
clauses.  Due to this unfamiliarity, on or after the Petition
Date, certain Foreign Creditors may attempt to seize assets
located outside of the United States to the detriment of the
Debtors, their estates, and creditors, or take other actions in
contravention of the automatic stay under section 362 of the
Bankruptcy Code.  In addition, upon learning of the Chapter 11
Cases, Foreign Creditor counterparties to unexpired leases and
executory contracts may attempt to terminate those leases or
contracts due to the commencement of the Chapter 11 Cases.

                      About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-
22224) on Feb. 6, 2012.  TBS provides ocean transportation
services that offer worldwide shipping solutions to a diverse
client base of industrial shippers in more than 20 countries to
over 300 customers.  Through a 41-vessel fleet of multipurpose
tweendeckers and handysize and handymax dry bulk carriers, TBS,
in conjunction with a network of affiliated service companies,
offers (a) liner, parcel and bulk transportation services and (b)
time charter services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with
third parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the
year ended Dec. 31, 2011, TBS's consolidated net revenue was
roughly US$369.7 million.  Its consolidated debt is roughly
US$220 million.

TBS filed together with the petition its Joint Prepackaged Plan
of Reorganization dated Jan. 31, 2012.  As of the Petition Date,
the Debtors have received overwhelming acceptance of the Plan
from all voting classes.  If confirmed, the Plan will implement
an agreed restructuring of the Debtors' obligations to their
prepetition secured lenders, provide for the payment of all
general unsecured claims in full, and effect the cancellation of
existing equity interests at the parent holding company levels
and the issuance of new equity interests to certain of the
Debtors' lenders and key management.  To implement this
restructuring, the Debtors have obtained commitments to provide
US$42.8 million in debtor-in-possession financing and an
equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within
35 days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.


TBS INTERNATIONAL: Taps Garden City as Admin. & Claims Agent
------------------------------------------------------------
TBS Shipping Services Inc. and its debtor-affiliates said the
more than 3,000 domestic and international creditors and other
parties-in-interest involved in their Chapter 11 cases may impose
heavy administrative and other burdens on the Debtors and their
professionals.  In this regard, the Debtors seek permission from
the U.S. Bankruptcy Court for the Southern District of New York
to employ GCG Inc. as administrative agent and as claims and
noticing agent in accordance with the bankruptcy administration
agreement dated Nov. 11, 2011.

Administration of the Chapter 11 cases will require GCG to
perform duties outside the scope of section 156(c) of the
Bankruptcy Code.  Those duties include balloting services,
tabulation services, and other services.

Prior to the Petition Date, the Debtors paid GCG a US$100,000
retainer.  As of the Petition Date, GCG has applied the retainer
to all pre-bankruptcy invoices.

GCG's Craig Johnson attests that the firm is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code; and does not hold or represent an interest adverse to the
Debtors' estates in connection with any matter on which GCG will
be employed.

                      About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-
22224) on Feb. 6, 2012.  TBS provides ocean transportation
services that offer worldwide shipping solutions to a diverse
client base of industrial shippers in more than 20 countries to
over 300 customers.  Through a 41-vessel fleet of multipurpose
tweendeckers and handysize and handymax dry bulk carriers, TBS,
in conjunction with a network of affiliated service companies,
offers (a) liner, parcel and bulk transportation services and (b)
time charter services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with
third parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the
year ended Dec. 31, 2011, TBS's consolidated net revenue was
roughly US$369.7 million.  Its consolidated debt is roughly
US$220 million.

TBS filed together with the petition its Joint Prepackaged Plan
of Reorganization dated Jan. 31, 2012.  As of the Petition Date,
the Debtors have received overwhelming acceptance of the Plan
from all voting classes.  If confirmed, the Plan will implement
an agreed restructuring of the Debtors' obligations to their
prepetition secured lenders, provide for the payment of all
general unsecured claims in full, and effect the cancellation of
existing equity interests at the parent holding company levels
and the issuance of new equity interests to certain of the
Debtors' lenders and key management.  To implement this
restructuring, the Debtors have obtained commitments to provide
US$42.8 million in debtor-in-possession financing and an
equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within
35 days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.


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


FIAT SPA: S&P Puts 'BB' Corporate Credit Rating on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' long-term
corporate credit rating on Italy-based Fiat SpA and the 'BB'
issue ratings on the company's senior unsecured notes on
CreditWatch with negative implications. The 'B' short-term rating
has not been placed on CreditWatch and is unaffected by this
rating action.

"We have observed substantial overcapacity in the European mass
market, especially in the Republic of Italy (unsolicited ratings,
BBB+/Negative/A-2), Fiat's second-largest market, coupled with
weak demand due to Italy's austerity measures to deal with
Italy's fiscal pressures and consumer fears of their impact.
Standard & Poor's believes this environment will cause Fiat's
European operating performance to deteriorate in 2012.
Concurrently, Brazil, Fiat's strongest market, is the site of
increasing competition that has eroded the company's leading
market share," S&P said.

"Resolution of the CreditWatch will incorporate Standard & Poor's
view of how severely these conditions will affect Fiat and the
extent to which new products, cost cutting, and other measures by
management can mitigate the negative impact," S&P said.

"A downturn in operating profitability and cash flow could result
in significant cash outflows, given new model launches and other
investments that we understand are planned or underway," S&P
said.

"The European and Brazilian markets are particularly important to
Fiat's credit quality, because the recent relative strength of
its 58.5%-owned and consolidated North America-focused Chrysler
Group LLC unit (B+/Stable/--) benefits Chrysler's creditors
before Fiat's. Conversely, increasing industrial and strategic
integration of Fiat with Chrysler may cause the business or
financial risk of the companies to converge over time. Fiat will
also become subject to a cross-default being declared with
Chrysler when the latter becomes a material subsidiary and is
consolidated into the 2011 audited financial statements. Standard
& Poor's ratings on Chrysler are not on CreditWatch," S&P said.

"Standard & Poor's aims to resolve the CreditWatch placement
within the next 90 days after analysis of the first full audited
financial statements that consolidate Fiat and Chrysler, with a
particular focus on the cash flows and liquidity available to
Fiat SpA to service its obligations," S&P said.

"We will hear from management its plans for addressing Fiat's key
challenges, particularly: excess capacity; weak demand; severe
competition; and a difficult labor environment in Italy," S&P
said.

"The most likely outcome when we resolve this CreditWatch is a
lowering of the long-term rating by one notch to 'BB-'. A two-
notch downgrade is less likely, unless it becomes clear that
Fiat's and Chrysler's risk of default is more integrally linked
than we have so far assessed it to be," S&P said.

An affirmation of the long-term rating at 'BB' is similarly a
less likely outcome.

"During our review, we will determine and define what we believe
to be the most meaningful credit metrics for measuring Fiat-
Chrysler group's credit quality at the Fiat SpA level, taking
into account the group's structure and industrial integration,
creditor agreements, and disclosure that we expect to see in the
future," S&P said.


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


KERNEL HOLDING: Fitch Affirms Issuer Default Ratings at 'B/B+'
--------------------------------------------------------------
Fitch Ratings has affirmed Luxembourg-based Kernel Holding S.A.'s
Long-term foreign and local currency Issuer Default Ratings
(IDRs) at 'B' and 'B+', respectively.  Fitch has also affirmed
Kernel's National Long-term rating of 'AA+'(ukr).  The Outlooks
for the Long-term IDRs and National Long-term rating are Stable.

The affirmation reflects Kernel's leadership positions in fairly
consolidated industries of operations, high degree of vertical
integration, its conservative approach to managing price risk and
adequate matching between debt and sales/profits by currency.
Additionally, the group's moderate financial leverage and strong
liquidity backed by an improvement in the debt maturity profile
also supports the current ratings.

Negative rating factors include Kernel's aggressive acquisition
ambitions that have recently involved entering new industries
(such as sugar production with Ukrros) and markets (Russia via
Russian Oils) and increased its working capital requirements
along with making them even more seasonal due to synchrony in
purchasing raw materials for oil and sugar crushing businesses.
Kernel's sales are dependent on a small number of large customers
in bulk oil and grain trading business, and on farmers of a
single country for its sourcing of grains, oilseeds and sugar.
Kernel's business location, which is mostly in Ukraine, and the
government's proven interference in agribusiness via the
introduction of exports controls or taxes also has a bearing on
the current rating.

In fiscal year ended June 30, 2011 (FY11), Kernel continued to
expand its business organically and through acquisitions.  Active
M&A has been financed by both incremental debt and new equity
issuance, allowing gearing to remain balanced. FY11 lease-
adjusted net debt/operating EBITDAR dropped to 1.2x from 1.8x as
EBITDAR rose by 60% despite weakening operating margins.

Fitch expects lease-adjusted net leverage in FY12 will
deteriorate towards 1.8x due to larger debt and working capital
investments mostly as a result of the latest acquisitions.
However, Kernel exhibits improved debt maturity profile and
adequate liquidity sources.  Subject to management maintaining a
conservative stance over future M&A opportunities, and the pace
of integration of the latest business additions delivering at
least stable operating margins, this should ensure a smooth de-
leveraging profile from FY13.

Kernel's local currency IDR remains constrained by the group's
M&A appetite, by event risks linked to its dependence mostly on
Ukrainian suppliers and its exposure to the Ukrainian government,
which has a track record of introducing export restrictions or
levies to the farming sector to address its perennial budget
deficits.  This has translated into large volatility in sales and
profits for entities in the sector, as shown in Kernel's Q112
results for its grain segment.

A negative rating action could occur if Kernel's lease-adjusted
net leverage is above 2.5x or if there is insufficient liquidity
to cover projected peak working capital requirements throughout
the year.  Pressure on Kernel's free cash flow from business
growth can be generally considered acceptable.  However, large
and recurring negative free cash flow margin (in excess of minus
5%), the introduction of harsh export market regulations that
cause losses to the company's bulk oil or grain trading
operations, or uneven treatments of market participants (for
example via the introduction of differential export quotas) that
adversely affect Kernel, will also be considered by Fitch as
negative rating factors.


LIFEMARK SA: Luxemburg Regulator to Start Liquidation Process
-------------------------------------------------------------
Natalie Holt at MoneyMarketing reports that the Luxemburg
regulator has moved to begin the process of liquidating the
Lifemark S.A. portfolio, closing an avenue for the Financial
Services Compensation Scheme to recoup industry money paid in
compensation to Keydata investors.

The Commission de Surveillance du Secteur Financier has issued a
statement saying it intended to withdraw Lifemark's license,
given the entity's lack of liquidity, according to the report.

MoneyMarketing notes that Lifemark was a life settlement vehicle
that backed Keydata Investment Services Limited products.  The
collapse of Keydata in June 2009 prompted an interim FSCS levy on
the industry of GBP326 million, with advisers paying
GBP93 million, the report relates.

It was hoped that a US$150 million loan facility arranged by
Keydata Stewart Ford last year would enable Lifemark bondholders
to be repaid.  The FSCS is a principal Lifemark bondholder as it
took over investors' rights when it paid out compensation to
Lifemark investors.

The loan was withdrawn in November, though there were suggestions
the loan could be resurrected, the report says.

However, Lifemark provisional administrator Zia Hossen of KPMG
Luxemburg has since told the CSSF "that an orderly run-off of
Lifemark's portfolio under the supervision of a court appointed
liquidator is currently deemed to be the only realistic
alternative," according to MoneyMarketing.

The report relates that the CSSF said it had withdrawn Lifemark's
license on the basis that: "Lifemark has experienced, and
continues to experience an ongoing shortage of liquidity and was
unable to remedy its liquidity problems during the provisional
administration.

"The heavily distressed financial situation of Lifemark has
continuously deteriorated due to the significantly lower returns
realised on the portfolio than foreseen," CSSF, as cited by
MoneyMarketing, said.

Bondholders are set to vote on the proposal to run off the
Lifemark portfolio at a meeting on February 13, the report adds.

Lifemark S.A. is a securitization company based in Luxembourg.
Lifemark was placed into provisional administration in
November 2009.


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


LANCELOT 2006: S&P Withdraws 'B(sf)' Rating on Class E Notes
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its credit ratings on
Lancelot 2006 B.V.'s class A, B, C, D, and E notes.

"The scheduled maturity date of the notes was April 26, 2073 with
an optional call date on Jan. 26, 2012's rating actions follow
our receipt of confirmation from the issuer that all classes of
notes have been fully repaid," S&P said.

Ratings List

LANCELOT 2006 B.V.
EUR600 Million Asset-Backed Floating-Rate Notes

Class               Ratings
            To                   From

Ratings Withdrawn

A           NR                   AAA (sf)
B           NR                   AA (sf)
C           NR                   A (sf)
D           NR                   BBB (sf)
E           NR                   B (sf)

NR--Not rated


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


COMPANIA NATIONALA: To Undergo Liquidation by End of September
--------------------------------------------------------------
Mediafax reports that the Romanian government will launch
liquidation proceedings for Compania Nationala a Huilei (CNH) by
end of September.

Mediafax cited the Romanian government's latest letter of intent
to a EUR3.5 billion loan deal with the International Monetary
Fund as its source.

Compania Nationala a Huilei is a state-run coal mining company.


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


BANKIA SA: Moody's Cuts Rating on Public-Sector Covered Bonds
-------------------------------------------------------------
Moody's Investors Service has downgraded to A1 from Aa2 (on
review for downgrade) the long-term ratings assigned to the
mortgage covered bonds and to A2 from A1 (on review for
downgrade) the long-term ratings assigned to public-sector
covered bonds, both issued by Bankia S.A. (Baa3/P-3/D-, all with
a negative outlook). The rating actions were prompted by the
downgrade of Bankia's long-term deposit ratings to Baa3 from Baa2
(on review for downgrade). This rating action concludes the
review of the above ratings, initiated on December 13, 2011.

Ratings Rationale

The rating announcement follows the downgrade of Bankia's Baa2
senior unsecured long-term rating. For further information on the
rating actions taken by Moody's Financial Institutions Group,
please refer to "Moody's downgrades Bankia's ratings" published
on February 7, 2012.

The downgrade of Bankia's ratings negatively affects the covered
bonds through their impact on both the expected loss method and
the timely payment indicator (TPI) framework.

Expected Loss

As the issuer's credit strength is incorporated into Moody's
expected loss assessment, any downgrade of the issuer's rating
will increase the expected loss on the covered bonds.

However, Moody's notes that the issuer may be able to offset any
deterioration in the expected loss analysis if sufficient
collateral is held in the cover pool.

The over-collateralization required to support the current A1
rating for Bankia's mortgage covered bonds is 27%. The covered
bonds currently benefit from 108% over-collateralization (based
on data as of the end September 2011), of which 25% is in
committed form.

The over-collateralization required to support the current A2
rating for Bankia's public-sector covered bonds is 4%.The covered
bonds currently benefit from 85.2% over-collateralization (based
on data as of the end September 2011), of which 42.9% is in
committed form.

TPI Framework

The current TPI for Bankia's mortgage covered bonds is
"Probable". Given this TPI and Bankia's Baa3 long-term rating,
the ratings assigned to the covered bonds are capped at A1. The
current TPI for Bankia's public-sector covered bonds is
"Improbable". Given this TPI and Bankia's Baa3 long-term rating,
the ratings assigned to the covered bonds are capped at A2.

The current ratings assigned to the existing covered bonds can be
expected to be assigned to all subsequent covered bonds issued
under the relevant program and any future rating actions are
expected to affect all covered bonds issued under the program. If
there are any exceptions to this, Moody's will in each case
publish details in a separate press release.

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

Key Rating Assumptions/Factors

Covered bond ratings are determined after applying a two-step
process: an expected loss analysis and a TPI framework analysis.

EXPECTED LOSS: Moody's determines a rating based on the expected
loss on the bond. The primary model used is Moody's Covered Bond
Model (COBOL), which determines expected loss as (i) a function
of the issuer's probability of default (measured by the issuer's
rating); and (ii) the stressed losses on the cover pool assets
following issuer default.

The cover pool losses for Bankia's mortgage covered bonds are
36.7%. This is based on the Moody's most recent modelling (based
on data, as of the end September 2011) and is an estimate of the
losses Moody's currently models if issuer defaults. Cover pool
losses can be split between market risk of 20.0% and collateral
risk of 16.7%. Market risk measures losses as a result of
refinancing risk and risks related to interest-rate and currency
mismatches (these losses may also include certain legal risks)
and further stresses that Moody's may add to its analysis when
the rating of the covered bond exceeds the sovereign debt rating.
Collateral risk measures losses resulting directly from the
credit quality of the assets in the cover pool. Collateral risk
is derived from the collateral score, which for this program is
currently 24.9%.

The cover pool losses of Bankia's public-sector covered bonds are
29.6%, with market risk of 22.3% and collateral risk of 7.3%. The
collateral score for this program is currently 14.7%.

For further details on cover pool losses, collateral risk, market
risk, collateral score and TPI Leeway across covered bond
programs rated by Moody's please refer to "Moody's EMEA Covered
Bonds Monitoring Overview", published quarterly. These figures
are based on the latest data that has been analyzed by Moody's
and are subject to change over time. These numbers are typically
updated quarterly in the "Performance Overview" published by
Moody's.

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

For Bankia's mortgage covered bonds, Moody's has assigned a TPI
of Probable and for Bankia's public-sector covered bonds, Moody's
has assigned a TPI of Improbable

Sensitivity Analysis

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

The TPI Leeway measures the number of notches by which the
issuer's rating may be downgraded before the covered bonds are
downgraded under the TPI framework.

Based on the current TPI of Probable, the TPI Leeway for Bankia's
mortgage program is zero notches, meaning the covered bonds might
be downgraded as a result of a TPI cap once the issuer rating is
downgraded below Baa3, all other variables being equal.

Based on the current TPI of Improbable, the TPI Leeway for
Bankia's public-sector program is zero notches, meaning the
covered bonds might be downgraded as a result of a TPI cap once
the issuer rating is downgraded below Baa3, all other variables
being equal.

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

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 covered bonds
transactions in some countries, which could result in rating
downgrades.

The principal methodology used in this rating was "Moody's
Approach to Rating Covered Bonds" published in March 2010.


CATALUNYA BANC: Moody's Reviews 'Ba1' Rating for Downgrade
----------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
Baa1 long-term ratings assigned to the mortgage covered bonds and
the Baa2 long-term ratings assigned to public-sector covered
bonds, both issued by Catalunya Banc (rated Ba1, on review for
downgrade/Not-Prime; E+, developing outlook). The ratings remain
on review for downgrade.

The rating actions were prompted by the review for downgrade of
Catalunya Banc Ba1 senior unsecured long-term ratings.

Ratings Rationale

The rating action follows the review for downgrade of Catalunya
Banc's Ba1 senior unsecured long-term ratings. For further
information on the rating actions taken by Moody's Financial
Institutions Group, please refer to "Moody's reviews for
downgrade Catalunya Banc's Ba1 debt ratings; standalone ratings
downgraded to E+/B1" published on February 7, 2012.

Any downgrade of the issuer ratings would negatively affect the
covered bonds through their impact on both the expected loss
method and the timely payment indicator (TPI) framework.

Expected Loss

As the issuer's credit strength is incorporated into Moody's
expected loss assessment, any downgrade of the issuer's rating
will increase the expected loss on the covered bonds. However,
Moody's notes that the issuer may be able to offset any
deterioration in the expected loss analysis if sufficient
collateral is held in the cover pool.

The over-collateralization required to support the current Baa1
rating for Catalunya Banc's mortgage covered bonds is 23%. The
covered bonds currently benefit from 136.9% over-
collateralization (based on data as of the end September 2011),
of which 25% is in committed form.

The over-collateralization required to support the current Baa2
rating for Catalunya Banc's public-sector covered bonds is 0%.The
covered bonds currently benefit from 154.4% over-
collateralization (based on data as of the end September 2011),
of which 42.9% is in committed form.

TPI Framwork

The current TPI for Catalunya Banc's mortgage covered bonds is
"Probable". Given this TPI and Catalunya Banc's Ba1 senior
unsecured long-term rating, the ratings assigned to the covered
bonds are capped at Baa1.

The current TPI for Catalunya Banc's public-sector covered bonds
is "Improbable". Given this TPI and Catalunya Banc's Ba1 senior
unsecured long-term rating, the ratings assigned to the covered
bonds are capped at Baa2.

The current ratings assigned to the existing covered bonds can be
expected to be assigned to all subsequent covered bonds issued
under the relevant program and any future rating actions are
expected to affect all covered bonds issued under the program. If
there are any exceptions to this, Moody's will in each case
publish details in a separate press release.

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

Key Rating Assumptions/Factors

Covered bond ratings are determined after applying a two-step
process: an expected loss analysis and a TPI framework analysis.

EXPECTED LOSS: Moody's determines a rating based on the expected
loss on the bond. The primary model used is Moody's Covered Bond
Model (COBOL), which determines expected loss as (i) a function
of the issuer's probability of default (measured by the issuer's
rating); and (ii) the stressed losses on the cover pool assets
following issuer default.

The cover pool losses for Catalunya Banc mortgage covered bonds
are 45.6%. This is based on Moody's most recent modelling (based
on data, as of the end September 2011) and is an estimate of the
losses Moody's currently models if issuer defaults. Cover pool
losses can be split between market risk of 19.4% and collateral
risk of 26.2%. Market risk measures losses as a result of
refinancing risk and risks related to interest-rate and currency
mismatches (these losses may also include certain legal risks)
and further stresses that Moody's may add to its analysis when
the rating of the covered bond exceeds the sovereign debt rating.
Collateral risk measures losses resulting directly from the
credit quality of the assets in the cover pool. Collateral risk
is derived from the collateral score, which for this program is
currently 39.1%.

The cover pool losses of Catalunya Banc public-sector covered
bonds are 29.9%, with market risk of 19.7% and collateral risk of
10.2%. The collateral score for this program is currently 20.5 %.

For further details on cover pool losses, collateral risk, market
risk, collateral score and TPI Leeway across covered bond
programs rated by Moody's please refer to "Moody's EMEA Covered
Bonds Monitoring Overview", published quarterly. These figures
are based on the latest data that has been analyzed by Moody's
and are subject to change over time. These numbers are typically
updated quarterly in the "Performance Overview" published by
Moody's.

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

For Catalunya Banc's mortgage covered bonds, Moody's has assigned
a TPI of Probable and for Catalunya Banc's public-sector covered
bonds, Moody's has assigned a TPI of Improbable

Sensitivity Analysis

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

The TPI Leeway measures the number of notches by which the
issuer's rating may be downgraded before the covered bonds are
downgraded under the TPI framework.

Based on the current TPI of Probable, the TPI Leeway for
Catalunya Banc's mortgage covered bonds is limited, and thus any
downgrade of the issuer ratings may lead to a downgrade of the
covered bonds.

Based on the current TPI of Improbable, the TPI Leeway for
Catalunya Banc's public-sector covered bonds is limited, and thus
any downgrade of the issuer ratings may lead to a downgrade of
the covered bonds.

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

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 covered bonds
transactions in some countries, which could result in rating
downgrades.

The principal methodology used in this rating was "Moody's
Approach to Rating Covered Bonds" published in March 2010.


NCG BANCO: Moody's Cuts Rating on Public-Sector Covered Bonds
-------------------------------------------------------------
Moody's Investors Service has downgraded to Baa1 from A1 (on
review for downgrade) the long-term ratings assigned to the
mortgage covered bonds and to Baa2 from A2 (on review for
downgrade) the long-term ratings assigned to public-sector
covered bonds, both issued by NCG Banco S.A. (rated Ba1, on
review for downgrade /Not-Prime; E+, developing outlook). The
covered bond ratings remain on review for downgrade.

The rating actions were prompted by the downgrade of NCG Banco's
senior unsecured long-term ratings to Ba1 (on review for
downgrade) from Baa3 (on review for downgrade).

Ratings Rationale

The rating action follows the downgrade of NCG Banco's Baa3
senior unsecured long-term rating. For further information on the
rating actions taken by Moody's Financial Institutions Group,
please refer to "Moody's downgrades NCG Banco's ratings to Ba1/E+
(B1)/NP; debt ratings on review for downgrade" published on 7
February 2012.

The downgrade of NCG Banco's ratings negatively affects the
covered bonds through their impact on both the expected loss
method and the timely payment indicator (TPI) framework.

The covered bond ratings remain on review for downgrade because
NCG Banco's senior unsecured long-term ratings were kept on
review for downgrade.

Expected Loss

As the issuer's credit strength is incorporated into Moody's
expected loss assessment, any downgrade of the issuer's rating
will increase the expected loss on the covered bonds. However,
Moody's notes that the issuer may be able to offset any
deterioration in the expected loss analysis if sufficient
collateral is held in the cover pool.

The over-collateralization required to support the current Baa1
rating for NCG Banco's mortgage covered bonds is 7.5%. The
covered bonds currently benefit from 143.6% over-
collateralization (based on data as of the end September 2011),
of which 25% is in committed form.

The over-collateralization required to support the current Baa2
rating for NCG Banco's public-sector covered bonds is 0%.The
covered bonds currently benefit from 221% over-collateralization
(based on data as of the end September 2011), of which 42.9% is
in committed form.

TPI Framework

The current TPI for NCG Banco's mortgage covered bonds is
"Probable". Given this TPI and NCG's Ba1 senior unsecured long-
term rating, the ratings assigned to the covered bonds are capped
at Baa1.

The current TPI for NCG Banco's public-sector covered bonds is
"Improbable". Given this TPI and Ba1 NCG's senior unsecured long-
term rating, the ratings assigned to the covered bonds are capped
at Baa2.

The current ratings assigned to the existing covered bonds can be
expected to be assigned to all subsequent covered bonds issued
under the relevant program and any future rating actions are
expected to affect all covered bonds issued under the program. If
there are any exceptions to this, Moody's will in each case
publish details in a separate press release.

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

Key Rating Assumptions/Factors

Covered bond ratings are determined after applying a two-step
process: an expected loss analysis and a TPI framework analysis.

EXPECTED LOSS: Moody's determines a rating based on the expected
loss on the bond. The primary model used is Moody's Covered Bond
Model (COBOL), which determines expected loss as (i) a function
of the issuer's probability of default (measured by the issuer's
rating); and (ii) the stressed losses on the cover pool assets
following issuer default.

The cover pool losses for NCG Banco's mortgage covered bonds are
36.5%. This is based on the Moody's most recent modelling (based
on data, as of the end September 2011) and is an estimate of the
losses Moody's currently models if issuer defaults. Cover pool
losses can be split between market risk of 19.7% and collateral
risk of 16.8%. Market risk measures losses as a result of
refinancing risk and risks related to interest-rate and currency
mismatches (these losses may also include certain legal risks)
and further stresses that Moody's may add to its analysis when
the rating of the covered bond exceeds the sovereign debt rating.
Collateral risk measures losses resulting directly from the
credit quality of the assets in the cover pool. Collateral risk
is derived from the collateral score, which for this program is
currently 25.1%.

The cover pool losses of NCG Banco's public-sector covered bonds
are 30.0%, with market risk of 21.4% and collateral risk of 8.6%.
The collateral score for this program is currently 17.1 %.

For further details on cover pool losses, collateral risk, market
risk, collateral score and TPI Leeway across covered bond
programs rated by Moody's please refer to "Moody's EMEA Covered
Bonds Monitoring Overview", published quarterly. These figures
are based on the latest data that has been analyzed by Moody's
and are subject to change over time. These numbers are typically
updated quarterly in the "Performance Overview" published by
Moody's.

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

For NCG Banco's mortgage covered bonds, Moody's has assigned a
TPI of Probable and for NCG Banco's public-sector covered bonds,
Moody's has assigned a TPI of Improbable

Sensitivity Analysis

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

The TPI Leeway measures the number of notches by which the
issuer's rating may be downgraded before the covered bonds are
downgraded under the TPI framework.

Based on the current TPI of Probable. The TPI Leeway for NCG
Banco's mortgage program is limited, and thus any downgrade of
the issuer ratings may lead to a downgrade of the covered bonds.

Based on the current TPI of Improbable. The TPI Leeway for NCG
Banco's public-sector program is limited, and thus any downgrade
of the issuer ratings may lead to a downgrade of the covered
bonds.

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

As noted in Moody's comment 'Rising Severity of Euro Area
Sovereign Crisis Threatens Credit Standing of All EU Sovereigns'
(November 28, 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 covered bonds
transactions in some countries, which could result in rating
downgrades.

The principal methodology used in this rating was "Moody's
Approach to Rating Covered Bonds" published in March 2010.


TDA CAM: S&P Downgrades Ratings on Four Note Classes to 'D(sf)'
---------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in four Spanish residential mortgage-backed securities
(RMBS) transactions originated and serviced by Caja de Ahorros
del Mediterraneo (CAM).

Specifically, S&P:

- lowered its rating on the class B notes and affirmed its
   ratings on the class A2 and A3 notes in TDA CAM 7, Fondo de
   Titulizacion de Activos;

- lowered its ratings on the class B and C notes and affirmed
   its ratings on the class A and D notes in TDA CAM 8, Fondo de
   Titulizacion de Activos;

- lowered its rating on the class B notes and affirmed its
   ratings on the class A1, A2, A3, C, and D notes in TDA CAM 9,
   Fondo de Titulizacion de Activos; and

- lowered its ratings on the class B and C notes and affirmed
   its ratings on the class A2, A3, A4, and D notes in TDA CAM
   10, Fondo de Titulizacion de Activos.

"The rating actions are based on our cash flow analysis results,
taking into account the most recent collateral and transaction
information we received from the trustee (Titulizacion de Activos
SGFT S.A.) for each transaction," S&P said.

"Our credit analysis of the reported data shows further
deterioration in the credit quality of the underlying collateral
portfolios backing these transactions. While these transactions
show a high level of seasoning, default and delinquency levels
worsened in 2011 and the delinquency levels that we have observed
in these transactions are higher than the levels indicated in
our quarterly Spanish RMBS index report," S&P said.

"In particular, among the four transactions that we reviewed, the
TDA CAM 10 transaction shows the worst performance, with severe
delinquencies (assets being delinquent for 90+ days) comprising
4.93% of the current portfolio balance. Since closing, the
cumulative default level is now 9.66% of the closing portfolio
balance," S&P said.

In TDA CAM 8 and TDA CAM 9, severe delinquencies total 2.35% and
3.79% of the current portfolio balances. The cumulative default
levels have increased to 4.31% and 6.74% of the respective
closing portfolio balances.

TDA CAM 7 is the most seasoned transaction in terms of its
closing date, having closed in October 2006, and severe
delinquencies are 3.22% of the current portfolio balance. The
cumulative default level is currently 6.15% of the closing
portfolio balance.

"In our opinion, the structural features of these transactions
cannot mitigate the increase in defaulted assets as identified in
our credit analysis. The increase in defaulted assets has reduced
the reserve funds in each transaction, which were used to cure
defaults and mitigate the risk of defaulted loans to the rated
notes. Consequently, none of the reserve funds is at its required
level due to the decreased performing balance available to the
collateral pools, even if marginal reserve fund replenishments
have occurred on the latest payment dates for some of the
transactions. The current reserve fund levels for TDA CAM 7, 8,
9, and 10 stand at 86%, 82%, 64%, and 34%," S&P said.

"Each transaction features an interest-deferral trigger for
subordinated classes, based on cumulative defaults as a
percentage of the initial portfolio balance. This structural
feature aims to protect the senior classes of notes when there is
a breach of the trigger. Here, the trigger defers cash flows due
to the subordinated noteholders toward the payment of amounts due
to the senior noteholders," S&P said.

"All four transactions feature a combined principal and interest
waterfall, similar to others Spanish structured finance
transactions. Under the transaction documents, the reserve fund
is replenished using the available proceeds to the funds after
payments or amounts made to the rated notes, including the
payment of deferred interest when applicable," S&P said.

"Although TDA CAM 8 has not breached the interest-deferral
trigger for its class B notes set at 6.50% of cumulative
defaults, it has breached the interest-deferral trigger for the
class C notes. The interest-deferral trigger for the class C
notes is set at 4.50%, and the current level of cumulative
defaults total is 4.54%," S&P said.

"TDA CAM 9 and TDA CAM 10 breached their interest-deferral
triggers for the class C notes in Q2 2010. These triggers were
set at 5.10% and 6.75%. In TDA CAM 9, cumulative defaults stand
at 6.82%, and the next interest-deferral trigger for the class B
notes is set at 9.50%. However, in TDA CAM 10, the interest-
deferral trigger for the class B notes is at risk of being
breached, as it is set at 10% of the cumulative default balance
(9.66%) versus the closing portfolio balance," S&P said.

"Although the level of delinquencies and defaults in all of these
four transactions are relatively high and, in our view, the
structural features are weakening, the transactions benefit from
a high level of credit enhancement provided by the swaps in
place. If we did not give credit to the swaps in these
transactions, the ratings achieved on some of the notes would be
lower than the current results of our analysis," S&P said.

"Our cash flow analysis indicates that lower ratings are
commensurate with the credit enhancement available to TDA CAM 7's
class B notes, TDA CAM 8's class B and C notes, TDA CAM 9's class
B notes, and TDA 10's class B notes," S&P said.

"As a consequence of all of the factors derived from our credit
analysis and review of the transactions' structural features, we
have lowered our ratings on these classes of notes. We have also
affirmed our ratings on the senior classes of notes in these four
transactions -- in accordance with the results of our updated
cash flow analysis, except for the class C rating in TDA CAM 10,"
S&P said.

"The downgrade of the class C notes in TDA CAM 10 is due to the
nonpayment of interest due under this class of notes at the
September 2011 interest payment dates. We note that interest
payments were made again at the December 2011 payment date, but
as our ratings in these four transactions address the timely
payment of interest and ultimate payment of principal, we have
lowered our rating on the class C notes to 'D (sf)' from 'CCC-
(sf)'," S&P said.

TDA CAM 7, TDA CAM 8, TDA CAM 9, and TDA CAM 10 are Spanish RMBS
transactions backed by pools of first-ranking mortgages secured
over owner-occupied residential properties in Spain. The
properties are mainly located in the Valencia region, which is
the core market for the issuer and servicer, Caja de Ahorros del
Mediterraneo. TDA CAM 7 closed in October 2006, and TDA CAM 8, 9,
and 10 closed in March, July, and December 2007.

              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

Ratings Lowered

TDA CAM 7, Fondo de Titulizacion de Activos
EUR1.75 Billion Residential Mortgage-Backed
Floating-Rate Notes

B            B+ (sf)        BB- (sf)

TDA CAM 8, Fondo de Titulizacion de Activos
EUR1.713 Billion Residential Mortgage-Backed
Floating-Rate Notes

B            B (sf)         BB (sf)
C            CCC (sf)       B (sf)


TDA CAM 9, Fondo de Titulizacion de Activos
EUR1.515 Billion Residential Mortgage-Backed
Floating-Rate Notes

B            B (sf)         BB (sf)

TDA CAM 10, Fondo de Titulizacion de Activos
EUR1.424 Billion Residential Mortgage-Backed
Floating-Rate Notes

B            B- (sf)        BB- (sf)
C            D (sf)         CCC- (sf)

Ratings Affirmed

TDA CAM 7, Fondo de Titulizacion de Activos
EUR1.75 Billion Residential Mortgage-Backed
Floating-Rate Notes

A2           AA- (sf)
A3           AA- (sf)

TDA CAM 8, Fondo de Titulizacion de Activos
EUR1.713 Billion Residential Mortgage-Backed
Floating-Rate Notes

A            AA- (sf)
D            D (sf)

TDA CAM 9, Fondo de Titulizacion de Activos
EUR1.515 Billion Residential Mortgage-Backed
Floating-Rate Notes

A1           AA- (sf)
A2           AA- (sf)
A3           AA- (sf)
C            CCC- (sf)
D            D (sf)

TDA CAM 10, Fondo de Titulizacion de Activos
EUR1.424 Billion Residential Mortgage-Backed
Floating-Rate Notes

A2           AA- (sf)
A3           AA- (sf)
A4           AA- (sf)
D            D (sf)


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


VERISURE HOLDING: S&P Assigns 'B' Long-Term Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Verisure Holding AB, an intermediate
holding company created for the purpose of acquiring Sweden-based
residential security services provider Securitas Direct AB. The
outlook is stable.

"At the same time, we assigned our 'B' issue rating to the
proposed EUR600 million first-lien senior secured notes A to be
issued by Verisure Holding. The recovery rating on these notes is
'3', indicating our expectation of meaningful (50%-70%) recovery
in the event of a payment default," S&P said.

"In addition, we assigned our 'CCC+' issue rating to the proposed
EUR321.5 million second-lien senior secured loan B to be borrowed
by Verisure Holding. The recovery rating on these notes is '6',
indicating our expectation of negligible (0%-10%) recovery
prospects in the event of a payment default," S&P said.

"We understand that the second-lien senior secured loan B would
rank below the first-lien senior secured notes A. But if this is
not the case, the EUR600 million notes A and the EUR321.5 million
loan B could have different issue and recovery ratings," S&P
said.

"The issue and recovery ratings are based on preliminary
information and are subject to the successful closing of the
notes issue and our satisfactory review of the final
documentation," S&P said.

"The rating on Verisure Holding reflects our view of the
company's high leverage after its acquisition of 100% of
Securitas Direct for about Swedish krona (SEK) 21 billion in
September 2011. Verisure Holding is owned by the current
management team and private equity firms Bain Capital and Hellman
& Friedman, which bought the company from EQT Partners (not
rated)," S&P said.

"The acquisition was financed with the proceeds of a senior
secured bridge facility of about SEK8.3 billion (EUR921.5
million), a mezzanine facility of about SEK3.6 billion (EUR393.5
million), and equity of about SEK9.2 billion from Bain Capital
and Hellman & Friedman. The equity includes approximately SEK5.15
billion of common equity paid in cash and SEK4.05 billion of 12%
payment-in-kind (PIK) preferred equity certificates and
shareholder loans. Based on our analysis of Securitas Direct's
accounts, we estimate that Standard & Poor's-adjusted total debt
for Verisure Holding was about SEK16.5 billion including the
shareholder loans (SEK12.5 billion excluding the shareholder
loans) as of Sept. 30, 2011," S&P said.

"In our view, Securitas Direct is likely to continue to post
high-single-digit revenue growth as the penetration level for
residential security alarm services in Europe increases. The
rating anticipates a steady reduction in debt to EBITDA from its
current high point of almost 10x (including preferred equity
certificates and shareholder loans), to about 9x by the end of
2012," S&P said.

"In light of the group's currently high leverage and material PIK
debt in the capital structure, we see rating upside as limited.
Over the medium term, rating upside depends on the group's
ability to deleverage. We anticipate that the extent and pace of
deleveraging will depend largely on the aggressiveness
of management's growth plans," S&P said.

"A downgrade could result from a more aggressive customer
acquisition strategy than in our base case; a substantial
increase in cancellation rates; a longer payback period for new
customers; increased capital spending; weakened liquidity; or
slower deleveraging than we anticipate," S&P said.


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


YAPI VE KREDI: Moody's Assigns 'Ba1' Senior Unsecured Debt Rating
-----------------------------------------------------------------
Moody's Investors Service has assigned a first-time Ba1 foreign-
currency senior unsecured debt rating to Yapi ve Kredi Bankasi
A.S. (Yapikredi). The outlook on the rating is positive.

Ratings Rationale

Moody's foreign currency debt ratings are subject to the foreign
currency bond ceiling. As a result, Yapikredi's foreign currency
senior unsecured debt rating is constrained by and thus equal to
this ceiling.

The debt issuance is being offered under Rule 144A, Regulation S.
The terms and conditions of the notes include (among others) a
negative pledge, and a cross-default clause. The notes will be
unconditional, unsubordinated and unsecured obligations and will
rank pari passu with all Yapikredi's other senior unsecured
obligations. The rating of the notes is in line with Yapikredi's
senior unsecured foreign-currency debt rating.

An upgrade of the foreign-currency bond ceiling would result in
an upgrade of the rating of the notes, since it is constrained by
its applicable ceiling. Similarly, a downgrade of the foreign-
currency bond ceiling -- or a downgrade of Yapikredi's global
local currency deposit rating below that of the foreign-currency
bond ceiling for Turkey -- would result in a downgrade of the
rating of the notes.

Principal Methodologies

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


=============
U K R A I N E
=============


VTB BANK: Fitch Assigns 'B+' Long-Term Local Currency Ratings
-------------------------------------------------------------
Fitch Ratings has assigned PJSC VTB Bank (Ukraine)'s (VTBU)
senior unsecured bonds, including series F for UAH200 million,
series G for UAH300 million and series H for UAH250 million,
final Long-term local currency ratings of 'B+', Recovery Ratings
of 'RR4' and National Long-term ratings of 'AAA(ukr)'.

Fitch has also assigned VTBU's two issues of senior unsecured
bonds, series I and J, which are currently being placed, expected
ratings of Long-term 'B+ (exp)', Recovery Ratings of 'RR4' and
National Long-term ratings of 'AAA(ukr)(exp)'.  The expected
terms of the issues are as follows:

Series I:
Size: UAH250m
Placement: until September 2012
Maturity: March 2013

Series J:
Size: UAH200m
Placement: until October 2012
Maturity: October 2015
Put option: October 2013

The bank's obligations under all issues will rank at least
equally with the claims of VTBU's other senior unsecured
creditors, except those preferred by relevant legislation.  Under
Ukrainian law, retail depositors' claims rank above those of
other senior unsecured creditors.  At end-2011, retail deposits
accounted for 16% of VTBU's total liabilities, according to the
bank's local GAAP accounts.

VTBU's ratings are: Long-term foreign currency Issuer Default
Rating (IDR) 'B', Long-term local currency IDR 'B+', Short-term
foreign currency IDR 'B', Viability Rating 'ccc', Support Rating
'4' and National Rating 'AAA'(ukr)'.  The Long-term IDRs and the
National Rating have Stable Outlooks.

VTBU ranked seventh by assets in the country at end-2011. The
bank's IDRs and National Rating reflect the support it may
receive if needed from its majority shareholder, JSC VTB Bank
(VTB, 'BBB'/Stable), which holds a stake of more than 99% in
VTBU.


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


CENTER PARCS: S&P Assigns 'BB+(sf)' Rating to Class B Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services has assigned preliminary
credit ratings to the fixed-rate secured class A1, A2, and B
notes to be issued by CPUK Finance Ltd.

At closing, CPUK Finance will on-lend the proceeds from the
issuance of these notes to borrowers via intercompany loans,
which are intended to fully amortize from Center Parcs' operating
cash flows.

Center Parcs is a family-oriented all-year provider of outdoor
short-break holidays in the U.K. The business currently comprises
four holiday villages in Suffolk, Wiltshire, Nottinghamshire, and
Cumbria.

The transaction will refinance present liabilities of the Center
Parcs group -- including CPUK Mortgage Finance Ltd., the GBP750
million commercial mortgage-backed securities (CMBS) transaction
secured on Center Parcs' property-related assets, and the
existing hedging arrangements of the borrower under that CMBS
transaction.

The main features of the transaction are:

   CPUK Finance will, in our opinion, effectively function as two
   separate transactions: The class A and class B notes will each
   be subject to separate terms and conditions governed by an
   intercreditor agreement, although sharing in the same ultimate
   security. This feature will be the first of its kind in the
   European corporate securitization market.

   In addition, the CPUK Finance structure provides that the
   class B noteholders can take control of the topmost company in
   the Center Parcs corporate structure, if the business fails to
   repay the class B loan at expected maturity.

   The concept of expected maturity dates is notable. They are
   designed to reduce refinancing risk by providing opportunity
   and incentive for management, and equity to refinance debt
   ahead of these dates. If the business is unable to refinance
   its intercompany debt at this time, the transaction will be
   structured such that existing debt will have the opportunity
   to fully amortize through a cash sweep before legal final
   maturity.

S&p's analysis has indicated the key risks:

   There is no sector diversity, with the loans between issuer
   and borrowers secured by four holiday villages throughout
   England. However, these villages have been trading
   successfully for a long time with no direct competition.

   There will be no amortization of principal in the
   transaction's first five years. Offsetting this are
   transaction features that progressively lock-up cash in
   advance of the expected maturity dates, and fully sweep cash
   if notes are not refinanced.

   If the class B notes fail to refinance at expected maturity,
   the cash sweep will lock-out payments to the class B notes,
   which will therefore not receive interest payments for as long
   as the class A notes are outstanding. Such interest missed
   will be capitalized and must repay by legal final maturity.
   "We have incorporated this transaction feature in our modeling
   by verifying that all capitalized interest is repaid by legal
   final maturity under a stress scenario commensurate with our
   preliminary rating on the class B notes," S&P said.

   The business has relatively high fixed operating costs and, as
   a result, decreases in revenue could cause significant
   declines in net cash flow. "However, we consider that the
   senior management team has extensive experience in managing
   the assets and the business has shown positive revenue growth
   since the construction of the first park in 1987," S&P said.

   Center Parcs is currently developing a fifth village, which
   may divert management focus from the existing business, which
   ultimately supports interest and principal on the notes.

Ratings List

Class                  Prelim.                      Prelim.
                       Rating*                       amount
                                                   (mil. GBP)

CPUK Finance Ltd.
GBP1,020 Million Fixed-Rate Secured Notes

A1                     BBB (sf)                       267.5
A2                     BBB (sf)                       472.5
B                      BB+ (sf)                       280.0


CORNERSTONE TITAN: S&P Retains 'B-(sf)' Rating on Class G Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'AA- (sf)' credit
rating on Cornerstone Titan 2005-2 PLC's commercial mortgage-
backed class D notes following their redemption. "At the same
time, we have also withdrawn our 'AA- (sf)' rating on the class X
notes in line with our criteria for rating interest-only
securities. All other rated classes of notes are unaffected," S&P
said.

"As per the January 2012 cash manager report, the class D notes
fully redeemed on Jan. 23, 2012, following the full repayment of
the Trafalgar House Portfolio loan. We have thus withdrawn our
rating on this class of notes," S&P said.

"At the same time, we have also withdrawn our rating on the class
X notes in line with our criteria for rating interest-only
securities. For interest-only securities that reference either
the entire asset pool of a transaction or an amortization
schedule or formula, we maintain their current ratings until all
principal- and interest-paying classes rated 'AA-' or higher have
been retired or downgraded below that rating level -- at which
time we will withdraw these interest-only ratings," S&P said.

The other rated notes in this transaction remain unaffected by 's
rating action.

Cornerstone Titan 2005-2 closed in 2005 with notes totaling
GBP398.7 million. The notes have a legal final maturity date in
October 2014.

         Potential Effects of Proposed Criteria Changes

"Our ratings in this transaction are based on our criteria for
rating European commercial mortgage-backed securities (CMBS).
However, these criteria are under review," S&P said.

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

"Until such time that we adopt new criteria for rating European
CMBS, we will continue to rate and surveil these transactions
using our existing criteria," S&P said.

              Standard & Poor's 17g-7 Disclosure Report

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

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

       http://standardandpoorsdisclosure-17g7.com

Ratings List

Class            Rating
            To             From

Cornerstone Titan 2005-2 PLC
GBP398.78 Million Commercial Mortgage-Backed Floating-Rate Notes

Ratings Withdrawn

D          NR              AA- (sf)
X          NR              AA- (sf)

Ratings Unaffected

E          A- (sf)
F          B (sf)
G          B- (sf)

NR--Not rated.


DISCOVERY STORE: Placed in Administration Due to Insolvency
-----------------------------------------------------------
Yorkshire Post reports that Scarborough-based retailer The
Discovery Store has gone into administration.

Andrew Nichols and John Butler of Driffield-based licensed
insolvency practitioners Redman Nichols Butler were appointed
administrators of Discovery Store on January 27, the Yorkshire
Post relates.

According to the report, the company's former staff have been
told that the company is insolvent and no longer in a position to
pay them.

The Discovery Store sells everything from gadgets, to gizmos and
fluffy toys.  It has 20 shops across the U.K.


LLOYDS BANKING: S&P Lifts Ratings on Hybrid Securities to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised the ratings on 40 'C'
rated hybrid capital securities issued by Lloyds Banking Group
(Lloyds; A-/Stable/A-2) and related entities. The counterparty
credit ratings on Lloyds and related entities are not affected by
this action.

"On Feb. 7, 2012, Lloyds resumed its coupon payment on a GBP4.583
million Tier 1 hybrid issued by LTSB Capital 2 L.P. (guaranteed
by Lloyds TSB Bank PLC; A/Stable/A-1). We have raised the rating
on this particular issue to 'BB+' from 'C'. This is the first
payment by Lloyds and related entities of a discretionary coupon
or dividend on hybrids since Lloyds was prohibited from doing so
under the terms of an agreement with the European Commission.
This two-year prohibition ended on Jan. 31, 2012," S&P said.

"Now that the prohibition period has ended and we have seen
evidence that Lloyds has recommenced payment on affected
securities, we consider that Lloyds will recommence coupon or
dividend payment on all of the affected securities over the
coming year. We have therefore decided to raise the ratings on
all of the affected securities. The revised ratings for these
issues are 'BB+' for those hybrids either issued or guaranteed by
Lloyds TSB Bank PLC or Bank of Scotland PLC (A/Stable/A-1). This
rating is two notches below the 'bbb' stand-alone credit profile
which we have assigned to Lloyds TSB Bank PLC. We have also
raised the ratings on hybrids either issued or guaranteed by
holding companies Lloyds Banking Group and HBOS PLC (A-/Stable/A-
2) to 'BB'. In both instances, the issue ratings on these hybrids
have reverted to the same level as the existing issue ratings on
'must pay' hybrids which were not affected by the EC arrangement.
We see no reason at this time to differentiate between their
future likelihood of payment," S&P said.


RADAMANTIS: S&P Withdraws 'B+' Rating on Class F Notes
------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+ (sf)' credit
rating on Radamantis (European Loan Conduit No. 24) PLC's
commercial mortgage-backed class F notes following the
redemption of these notes. All other rated classes of notes in
this transaction are unaffected.

"As per the January 2012 cash manager report, the class F notes
fully redeemed on Jan. 25, 2012, following the full repayment of
the Milton & Shire Houses (Linklaters HQ) loan. The proceeds from
this loan were applied modified pro rata to all the notes, which
resulted in only the class F notes being fully redeemed. We have
thus withdrawn our rating on this class of notes," S&P said.

The other rated notes in this transaction remain unaffected by 's
rating action.

Radamantis (ELOC 24) closed in 2006 with notes totaling
GBP493.525 million. The notes have a legal final maturity date in
October 2015.

        Potential Effects Of Proposed Criteria Changes

"Our ratings in this transaction are based on our criteria for
rating European commercial mortgage-backed securities (CMBS).
However, these criteria are under review," S&P said.

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

"Until such time that we adopt new criteria for rating European
CMBS, we will continue to rate and surveil these transactions
using our existing criteria," S&P said.

              Standard & Poor's 17g-7 Disclosure Report

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

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

       http://standardandpoorsdisclosure-17g7.com

Ratings List

Class            Rating
            To             From

Radamantis (European Loan Conduit No. 24) PLC
GBP493.525 Million Commercial Mortgage-Backed Floating-Rate Notes

Rating Withdrawn

F           NR             B+ (sf)

Ratings Unaffected

A           A+ (sf)/Watch Neg
B           A+ (sf)/Watch Neg
C           A- (sf)
D           BBB+ (sf)
E           BB- (sf)
G           D (sf)

NR--Not rated.


REC PLANTATION: Fitch Upgrades Rating on Class E Notes to 'BBsf'
----------------------------------------------------------------
Fitch Ratings has upgraded REC Plantation Place Limited's Class
B, C, D and E notes and affirmed the Class A notes as follows:

  -- GBP282.7m Class A (XS0262650889) affirmed at 'AAAsf';
     Outlook Stable

  -- GBP39.3m Class B (XS0262650962) upgraded to 'AAsf' from 'AA-
     sf'; Outlook Stable

  -- GBP44.2m Class C (XS0262651002) upgraded to 'BBB+sf' from
     'BBB-sf'; Outlook Stable

  -- GBP39.3m Class D (XS0262651184) upgraded to 'BB+sf' from 'B-
     sf'; Outlook Stable

  -- GBP14.7m Class E (XS0262651341) upgraded to 'BBsf' from
     'CCCsf'; Outlook Stable

The upgrades reflect the continued upward revisions in the
asset's reported market value (MV) since the last rating action
in March 2011, which ultimately improves the loan's refinancing
prospects at loan maturity in July 2013.

During the past year, a number of investors attempted to acquire
the property.  While each proposal was either blocked by
noteholders or the current owners of the Grade A London City
office property, the proposed sales prices, ranging from GBP450
million to GBP500 million, would have resulted in a full
redemption of the senior loan and therefore all note tranches.

Investors continue to differentiate between prime London trophy
assets let to strong tenants on long unexpired lease terms and
more secondary quality properties.  This has seen London City
yields fall below their long-term average. This explains the
difference between the Fitch and reported loan-to-value ratios
(LTVs), as Fitch has used the long-term average yield to
determine its MV.

Although the loan remains in default due to breach of its LTV
covenants, the leverage has been improving since October 2009 and
was reported close to covenant compliance in January 2012.  The
securitized and whole loan LTVs stood at 81.5% and 86.3%,
compared to covenants at 77.7% and 82.1%, respectively.  The
improvement was the result of ongoing amortization as well as
yield compression. The Fitch LTV stands at 89.7% (A-note) and
95.2% (whole loan).


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


* BOND PRICING: For the Week February 6 to February 10, 2012
------------------------------------------------------------

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

AUSTRIA
-------
BA CREDITANSTALT         5.470    8/28/2013      EUR     66.88
BAWAG                    5.430    2/26/2024      EUR     71.88
BAWAG                    5.400    2/12/2023      EUR     74.12
BAWAG                    5.310    2/12/2023      EUR     73.59
ERSTE BANK               6.000     2/1/2014      EUR     73.75
ERSTE BANK               6.000    7/31/2014      EUR     69.25
HAA-BANK INTL AG         5.270     4/7/2028      EUR     70.88
IMMOFINANZ               4.250     3/8/2018      EUR      3.77
KOMMUNALKREDIT           4.440   12/20/2030      EUR     58.13
KOMMUNALKREDIT           4.900    6/23/2031      EUR     61.75
KOMMUNALKREDIT           5.430    2/13/2024      EUR     73.38
OESTER VOLKSBK           5.270     2/8/2027      EUR     66.32
OESTER VOLKSBK           4.170    7/29/2015      EUR     65.00
OESTER VOLKSBK           4.750    4/30/2021      EUR     68.00
OESTER VOLKSBK           4.810    7/29/2025      EUR     63.75
OESTER VOLKSBK           4.160    5/20/2025      EUR     68.30
RAIFF ZENTRALBK          5.470    2/28/2028      EUR     71.35
RAIFF ZENTRALBK          4.500    9/28/2035      EUR     57.44

BELGIUM
-------
ECONOCOM GROUP           4.000     6/1/2016      EUR     19.94
IDEAL STANDARD I        11.750     5/1/2018      EUR     69.25
IDEAL STANDARD I        11.750     5/1/2018      EUR     69.50

CYPRUS
------
AVANGARDCO INVES        10.000   10/29/2015      USD     76.50
CYPRUS GOVT BOND         5.600    4/15/2017      EUR     70.00
CYPRUS GOVT BOND         4.500     1/2/2016      EUR     69.63
CYPRUS GOVT BOND         4.500    3/30/2016      EUR     68.50
CYPRUS GOVT BOND         4.600    2/26/2019      EUR     57.63
CYPRUS GOVT BOND         3.750    11/1/2015      EUR     68.20
CYPRUS GOVT BOND         6.100    6/24/2019      EUR     63.25
CYPRUS GOVT BOND         4.500     6/2/2016      EUR     67.63
CYPRUS GOVT BOND         4.625     2/3/2020      EUR     56.65
CYPRUS GOVT BOND         6.100    4/20/2020      EUR     63.71
CYPRUS GOVT BOND         5.350     6/9/2020      EUR     59.77
CYPRUS GOVT BOND         6.000     6/9/2021      EUR     60.46
CYPRUS GOVT BOND         6.500    8/25/2021      EUR     61.59
CYPRUS GOVT BOND         4.500     4/2/2017      EUR     64.00
CYPRUS GOVT BOND         4.500    7/11/2016      EUR     67.13
CYPRUS GOVT BOND         5.000     6/9/2016      EUR     70.01
CYPRUS GOVT BOND         4.600   10/23/2018      EUR     58.63
CYPRUS GOVT BOND         6.600   10/26/2016      EUR     72.63
CYPRUS GOVT BOND         4.600    4/23/2018      EUR     60.38
CYPRUS GOVT BOND         4.500     1/4/2017      EUR     65.00
CYPRUS GOVT BOND         4.750    12/2/2015      EUR     72.88
CYPRUS GOVT BOND         4.500    10/9/2016      EUR     66.00
CYPRUS GOVT BOND         4.500    2/15/2017      EUR     64.50
CYPRUS GOVT BOND         4.750    9/30/2015      EUR     73.66
CYPRUS GOVT BOND         5.100    1/29/2018      EUR     63.13
CYPRUS GOVT BOND         4.500    9/28/2017      EUR     62.13
MARFIN POPULAR           4.350   11/20/2014      EUR     57.25
REP OF CYPRUS            4.750    2/25/2016      EUR     67.46

DENMARK
-------
FIN-DANISH IND           4.910     7/6/2021      EUR     65.50
KOMMUNEKREDIT            0.500   12/14/2020      ZAR     58.94

FINLAND
-------
MUNI FINANCE PLC         0.250    6/28/2040      CAD     20.52
MUNI FINANCE PLC         0.500    3/17/2025      CAD     52.73
MUNI FINANCE PLC         0.500   12/21/2021      NZD     64.58
MUNI FINANCE PLC         0.500   11/10/2021      NZD     63.80
MUNI FINANCE PLC         0.500   11/25/2020      ZAR     53.08
MUNI FINANCE PLC         0.500    9/24/2020      CAD     69.81
MUNI FINANCE PLC         0.500   12/20/2018      ZAR     63.40
MUNI FINANCE PLC         0.500   12/14/2018      TRY     67.25
MUNI FINANCE PLC         0.500   11/21/2018      ZAR     62.40
MUNI FINANCE PLC         0.500   11/21/2018      TRY     67.44
MUNI FINANCE PLC         0.500    4/27/2018      ZAR     64.19
MUNI FINANCE PLC         0.500   11/16/2017      TRY     63.76
MUNI FINANCE PLC         1.000    6/30/2017      ZAR     69.95
MUNI FINANCE PLC         0.500   12/21/2016      TRY     74.08
MUNI FINANCE PLC         0.500   11/17/2016      ZAR     72.42
MUNI FINANCE PLC         0.500   10/27/2016      TRY     74.71
MUNI FINANCE PLC         0.500    4/26/2016      ZAR     74.86
MUNI FINANCE PLC         0.500   10/27/2016      ZAR     72.35

FRANCE
------
AIR FRANCE-KLM           4.970     4/1/2015      EUR     11.13
ALCATEL-LUCENT           5.000     1/1/2015      EUR      2.90
ALTRAN TECHNOLOG         6.720     1/1/2015      EUR      4.93
ASSYSTEM                 4.000     1/1/2017      EUR     21.03
ATOS ORIGIN SA           2.500     1/1/2016      EUR     52.82
BNP PARIBAS              2.890    5/16/2036      JPY     59.76
BNP PARIBAS             10.050    7/24/2012      USD     33.63
CALYON                   6.000    6/18/2047      EUR     14.73
CAP GEMINI SOGET         3.500     1/1/2014      EUR     37.88
CGG VERITAS              1.750     1/1/2016      EUR     29.50
CLUB MEDITERRANE         6.110    11/1/2015      EUR     19.23
CLUB MEDITERRANE         5.000     6/8/2012      EUR     16.15
CMA CGM                  8.500    4/15/2017      USD     51.88
CMA CGM                  8.875    4/15/2019      EUR     51.54
CMA CGM                  8.875    4/15/2019      EUR     51.88
CMA CGM                  8.500    4/15/2017      USD     53.00
CREDIT LOCAL FRA         3.750    5/26/2020      EUR     61.44
DEXIA CRED LOCAL         4.500    2/25/2020      EUR     66.00
DEXIA CRED LOCAL         5.037     8/4/2020      EUR     67.49
DEXIA CRED LOCAL         4.550     4/2/2020      EUR     66.29
DEXIA CRED LOCAL         4.110    9/18/2018      EUR     70.56
DEXIA MUNI AGNCY         4.680     3/9/2029      CAD     72.23
DEXIA MUNI AGNCY         2.875    4/23/2030      CHF     64.78
DEXIA MUNI AGNCY         1.000   12/23/2024      EUR     62.03
EURAZEO                  6.250    6/10/2014      EUR     56.28
EUROPCAR GROUPE          9.375    4/15/2018      EUR     61.63
EUROPCAR GROUPE          9.375    4/15/2018      EUR     61.75
FAURECIA                 4.500     1/1/2015      EUR     22.84
GROUPAMA SA              7.875   10/27/2039      EUR     58.58
INGENICO                 2.750     1/1/2017      EUR     44.09
IXIS CIB                 5.400     1/9/2033      EUR     73.68
MAUREL ET PROM           7.125    7/31/2014      EUR     18.36
MAUREL ET PROM           7.125    7/31/2015      EUR     17.27
NEXANS SA                4.000     1/1/2016      EUR     62.21
ORPEA                    3.875     1/1/2016      EUR     43.74
PAGESJAUNES FINA         8.875     6/1/2018      EUR     64.75
PAGESJAUNES FINA         8.875     6/1/2018      EUR     65.00
PEUGEOT SA               4.450     1/1/2016      EUR     25.63
PIERRE VACANCES          4.000    10/1/2015      EUR     70.53
PUBLICIS GROUPE          3.125    7/30/2014      EUR     39.62
PUBLICIS GROUPE          1.000    1/18/2018      EUR     50.68
SOC AIR FRANCE           2.750     4/1/2020      EUR     20.92
SOITEC                   6.250     9/9/2014      EUR      8.55
TEM                      4.250     1/1/2015      EUR     53.92
THEOLIA                  2.700     1/1/2041      EUR      9.09

GERMANY
-------
BAYERISCHE HYPO          5.000   12/21/2029      EUR     69.10
BAYERISCHE LNDBK         4.500     2/7/2019      EUR     70.38
BHW BAUSPARKASSE         5.450    2/20/2023      EUR     73.63
BHW BAUSPARKASSE         5.600    4/14/2023      EUR     74.88
BHW BAUSPARKASSE         5.640    1/30/2024      EUR     74.88
BHW BAUSPARKASSE         4.270    1/15/2019      EUR     71.88
COMMERZBANK AG           6.460    6/24/2022      EUR     73.00
COMMERZBANK AG           6.300    3/15/2022      EUR     73.00
COMMERZBANK AG           6.360    3/15/2022      EUR     73.13
COMMERZBANK AG           5.625   11/29/2017      EUR     74.50
DEUTSCHE HYP HAN         5.300   11/20/2023      EUR     72.63
DRESDNER BANK AG         5.290    5/31/2021      EUR     69.03
DRESDNER BANK AG         7.350    6/13/2028      EUR     67.50
DRESDNER BANK AG         7.160    8/14/2024      EUR     69.50
DRESDNER BANK AG         5.700    7/31/2023      EUR     65.60
DRESDNER BANK AG         6.210    6/20/2022      EUR     71.76
DRESDNER BANK AG         6.180    2/28/2023      EUR     66.13
EUROHYPO AG              5.560    8/18/2023      EUR     68.63
EUROHYPO AG              3.830    9/21/2020      EUR     61.88
EUROHYPO AG              5.110     8/6/2018      EUR     70.13
GOTHAER ALLG VER         5.527    9/29/2026      EUR     73.05
HAPAG-LLOYD              9.750   10/15/2017      USD     87.75
HECKLER & KOCH           9.500    5/15/2018      EUR     65.23
HECKLER & KOCH           9.500    5/15/2018      EUR     65.38
HEIDELBERG DRUCK         9.250    4/15/2018      EUR     66.42
HEIDELBERG DRUCK         9.250    4/15/2018      EUR     66.25
HSH NORDBANK AG          4.375    2/14/2017      EUR     66.22
L-BANK FOERDERBK         0.500    5/10/2027      CAD     49.79
LB BADEN-WUERTT          5.250   10/20/2015      EUR     26.50
LB BADEN-WUERTT          2.500    1/30/2034      EUR     63.20
LB BADEN-WUERTT          2.800    2/23/2037      JPY     45.49
Q-CELLS                  6.750   10/21/2015      EUR      0.83
QIMONDA FINANCE          6.750    3/22/2013      USD      1.00
RHEINISCHE HYPBK         6.600    5/29/2022      EUR     73.13
SOLARWORLD AG            6.125    1/21/2017      EUR     59.65
SOLON AG SOLAR           1.375    12/6/2012      EUR      2.57
TUI AG                   5.500   11/17/2014      EUR     71.62
TUI AG                   2.750    3/24/2016      EUR     48.08
VOLKSWAGEN BANK          5.500     6/7/2024      EUR     74.74

GREECE
------
HELLENIC REP I/L         2.300    7/25/2030      EUR     17.00
HELLENIC REP I/L         2.900    7/25/2025      EUR     18.50
HELLENIC REPUB           5.000    3/11/2019      EUR     27.88
HELLENIC REPUB           5.200    7/17/2034      EUR     24.63
HELLENIC REPUB           2.125     7/5/2013      CHF     39.63
HELLENIC REPUB           4.625    6/25/2013      USD     35.63
HELLENIC REPUB           6.140    4/14/2028      EUR     20.75
HELLENIC REPUB           4.590     4/8/2016      EUR     15.13
HELLENIC REPUBLI         4.000    8/20/2013      EUR     22.00
HELLENIC REPUBLI         4.520    9/30/2013      EUR     25.13
HELLENIC REPUBLI         6.500    1/11/2014      EUR     23.00
HELLENIC REPUBLI         4.500    5/20/2014      EUR     20.46
HELLENIC REPUBLI         4.500     7/1/2014      EUR     19.13
HELLENIC REPUBLI         5.500    8/20/2014      EUR     20.50
HELLENIC REPUBLI         4.113    9/30/2014      EUR     21.91
HELLENIC REPUBLI         3.700    7/20/2015      EUR     21.15
HELLENIC REPUBLI         6.100    8/20/2015      EUR     20.74
HELLENIC REPUBLI         3.702    9/30/2015      EUR     19.74
HELLENIC REPUBLI         3.700   11/10/2015      EUR     20.75
HELLENIC REPUBLI         3.600    7/20/2016      EUR     21.26
HELLENIC REPUBLI         4.020    9/13/2016      EUR     19.54
HELLENIC REPUBLI         4.225     3/1/2017      EUR     19.54
HELLENIC REPUBLI         5.900    4/20/2017      EUR     20.21
HELLENIC REPUBLI         4.300    7/20/2017      EUR     20.17
HELLENIC REPUBLI         4.675    10/9/2017      EUR     20.36
HELLENIC REPUBLI         4.590     4/3/2018      EUR     20.13
HELLENIC REPUBLI         4.600    7/20/2018      EUR     21.01
HELLENIC REPUBLI         5.014    2/27/2019      EUR     20.86
HELLENIC REPUBLI         5.959     3/4/2019      EUR     21.89
HELLENIC REPUBLI         6.000    7/19/2019      EUR     20.31
HELLENIC REPUBLI         6.500   10/22/2019      EUR     20.06
HELLENIC REPUBLI         6.250    6/19/2020      EUR     21.56
HELLENIC REPUBLI         5.900   10/22/2022      EUR     21.68
HELLENIC REPUBLI         4.700    3/20/2024      EUR     20.77
HELLENIC REPUBLI         4.500    9/20/2037      EUR     21.37
HELLENIC REPUBLI         5.300    3/20/2026      EUR     20.67
HELLENIC REPUBLI         4.427    7/31/2013      EUR     32.22
HELLENIC REPUBLI         3.900     7/3/2013      EUR     30.38
HELLENIC REPUBLI         4.600    9/20/2040      EUR     21.49
HELLENIC REPUBLI         4.600    5/20/2013      EUR     21.59
HELLENIC REPUBLI         4.506    3/31/2013      EUR     38.89
HELLENIC REPUBLI         4.100    8/20/2012      EUR     26.89
HELLENIC REPUBLI         1.000    6/30/2012      EUR     64.75
HELLENIC REPUBLI         5.250    6/20/2012      EUR     66.63
HELLENIC REPUBLI         5.250    5/18/2012      EUR     29.37
HELLENIC REPUBLI         4.300    3/20/2012      EUR     38.60
HELLENIC REPUBLI         7.500    5/20/2013      EUR     28.84
NATL BK GREECE           3.875    10/7/2016      EUR     68.64
YIOULA GLASSWORK         9.000    12/1/2015      EUR     45.00
YIOULA GLASSWORK         9.000    12/1/2015      EUR     44.75

GUERNSEY
--------
FHB MORTGAGE BAN         4.500    3/22/2022      EUR     60.50

IRELAND
-------
AIB MORTGAGE BNK         5.000    2/12/2030      EUR     45.75
AIB MORTGAGE BNK         5.000     3/1/2030      EUR     45.72
AIB MORTGAGE BNK         5.580    4/28/2028      EUR     51.16
BANESTO FINANC           5.000    3/23/2030      EUR     74.50
BANK OF IRELAND          5.600    9/18/2023      EUR     46.88
BANK OF IRELAND          4.473   11/30/2016      EUR     68.38
BANK OF IRELAND         10.000    2/12/2020      EUR     61.38
BK IRELAND MTGE          5.360   10/12/2029      EUR     49.59
BK IRELAND MTGE          5.760     9/7/2029      EUR     52.53
BK IRELAND MTGE          5.450     3/1/2030      EUR     49.85
BK IRELAND MTGE          5.400    11/6/2029      EUR     49.83
DEPFA ACS BANK           4.900    8/24/2035      CAD     69.71
DEPFA ACS BANK           5.125    3/16/2037      USD     70.00
DEPFA ACS BANK           5.125    3/16/2037      USD     70.00
DEPFA ACS BANK           0.500     3/3/2025      CAD     40.90
DEPFA ACS BANK           3.250    7/31/2031      CHF     74.30
UT2 FUNDING PLC          5.321    6/30/2016      EUR     70.98

ITALY
-----
BANCA MARCHE             5.500    9/16/2030      EUR     70.65
BANCA MARCHE             4.000    5/26/2021      EUR     74.87
BANCA MARCHE             3.600   11/12/2020      EUR     74.47
BANCA POP LODI           5.250     4/3/2029      EUR     75.07
BANCA POP VICENT         4.970    4/20/2027      EUR     68.88
BTPS I/L                 2.550    9/15/2041      EUR     72.22
BTPS I/L                 2.350    9/15/2035      EUR     72.11
CASSA RISP FERRA         4.500    11/2/2020      EUR     65.38
CASSA RISP FERRA         3.400    9/17/2017      EUR     71.00
CITY OF ROME             5.345    1/27/2048      EUR     70.48
CITY OF VENICE           4.265    3/26/2026      EUR     71.54
CITY OF VENICE           4.265    3/26/2026      EUR     71.11
CO BRAONE                4.567    6/30/2037      EUR     67.56
CO CASTELMASSA           3.960    3/31/2026      EUR     67.95
COMUNE DI MILANO         4.019    6/29/2035      EUR     59.56
ICCREA BANCAIMPR         5.220    4/11/2017      EUR     60.88
REGION OF CAMPAN         4.849    6/29/2026      EUR     72.25
REGION OF LIGURI         4.795   11/22/2034      EUR     67.99
REGION OF LOMBAR         5.804   10/25/2032      USD     76.26
REGION OF UMBRIA         5.087    6/15/2037      EUR     70.63
REP OF ITALY             2.000    9/15/2062      EUR     54.08
REP OF ITALY             4.850    6/11/2060      EUR     71.46
REP OF ITALY             2.200    9/15/2058      EUR     59.31
REP OF ITALY             1.850    9/15/2057      EUR     52.51
REP OF ITALY             2.870    5/19/2036      JPY     42.93
REP OF ITALY             5.250    12/7/2034      GBP     71.36
SEAT PAGINE             10.500    1/31/2017      EUR     60.28
SEAT PAGINE             10.500    1/31/2017      EUR     59.50
SEAT PAGINE             10.500    1/31/2017      EUR     59.75
SEAT PAGINE             10.500    1/31/2017      EUR     60.19
TELECOM ITALIA           5.250    3/17/2055      EUR     72.14
UBI BANCA SPCA           6.250   11/18/2018      EUR     51.20
UNIPOL ASSICURAZ         5.660    7/28/2023      EUR     63.24

LUXEMBOURG
----------
ARCELORMITTAL            7.250     4/1/2014      EUR     24.81
CONTROLINVESTE           3.000    1/28/2015      EUR     70.68
ESFG INTERNATION         6.875   10/21/2019      EUR     60.11
ESPIRITO SANTO F         9.750   12/19/2025      EUR     64.94
INTRALOT LUX SA          2.250   12/20/2013      EUR     67.13

NETHERLANDS
-----------
AI FINANCE B.V.         10.875    7/15/2012      USD     82.25
APP INTL FINANCE        11.750    10/1/2005      USD     11.00
ASTANA FINANCE           7.875     6/8/2010      EUR      3.33
ASTANA FINANCE           9.000   11/16/2011      USD      3.24
BK NED GEMEENTEN         0.500    5/25/2016      TRY     72.69
BK NED GEMEENTEN         0.500    6/22/2016      TRY     72.30
BK NED GEMEENTEN         0.500    9/15/2016      TRY     71.13
BK NED GEMEENTEN         0.500     3/3/2021      NZD     69.50
BK NED GEMEENTEN         0.500    3/29/2021      NZD     69.25
BK NED GEMEENTEN         0.500    6/22/2021      ZAR     45.72
BK NED GEMEENTEN         0.500    5/12/2021      ZAR     46.20
BK NED GEMEENTEN         0.500    3/17/2016      TRY     73.67
BK NED GEMEENTEN         0.500    4/27/2016      TRY     73.09
BK NED GEMEENTEN         0.500    2/24/2025      CAD     63.96
BLT FINANCE BV           7.500    5/15/2014      USD     27.00
BLT FINANCE BV          12.000    2/10/2015      USD     46.96
BLT FINANCE BV           7.500    5/15/2014      USD     27.00
BRIT INSURANCE           6.625    12/9/2030      GBP     56.97
EDP FINANCE BV           4.125    6/29/2020      EUR     74.51
FINANCE & CREDIT        10.500    1/25/2014      USD     53.99
FRIESLAND BANK           4.210   12/29/2025      EUR     71.86
ING BANK NV              4.200   12/19/2035      EUR     66.51
LEHMAN BROS TSY          4.870    10/8/2013      USD     34.50
MAGYAR TELECOM           9.500   12/15/2016      EUR     74.92
NATL INVESTER BK        25.983     5/7/2029      EUR     17.04
NED WATERSCHAPBK         0.500    3/11/2025      CAD     59.94
NIB CAPITAL BANK         4.510   12/16/2035      EUR     60.58
PORTUGAL TEL FIN         4.500    6/16/2025      EUR     65.12
Q-CELLS INTERNAT         5.750    5/26/2014      EUR     21.15
Q-CELLS INTERNAT         1.375    2/28/2012      EUR     29.67
RABOBANK                 0.500   11/26/2021      ZAR     44.53
RABOBANK                 0.500   10/27/2016      ZAR     71.95
RBS NV EX-ABN NV         2.910    6/21/2036      JPY     62.30
SNS BANK                 5.300    1/27/2023      EUR     73.01
SNS BANK                 6.625    5/14/2018      EUR     70.52
SNS BANK                 4.650   10/19/2021      EUR     72.19
SNS BANK                 5.250    4/11/2023      EUR     71.95
SNS BANK                 4.580    3/20/2026      EUR     61.36
SNS BANK                 5.215    12/3/2027      EUR     64.42
SRLEV NV                 9.000    4/15/2041      EUR     74.52
TJIWI KIMIA FIN         13.250     8/1/2001      USD      0.01

NORWAY
------
KOMMUNALBANKEN           0.500     3/1/2016      ZAR     74.96
KOMMUNALBANKEN           0.500    7/26/2016      ZAR     72.48
KOMMUNALBANKEN           0.500    7/29/2016      ZAR     72.40
KOMMUNALBANKEN           0.500    5/25/2018      ZAR     61.44
KOMMUNALBANKEN           0.500    5/25/2016      ZAR     73.51
KOMMUNALBANKEN           0.500    3/24/2016      ZAR     74.57
NORSKE SKOGIND           7.125   10/15/2033      USD     55.00
NORSKE SKOGIND           6.125   10/15/2015      USD     69.00
NORSKE SKOGIND           6.125   10/15/2015      USD     69.00
NORSKE SKOGIND           7.000    6/26/2017      EUR     66.99
NORSKE SKOGIND           7.125   10/15/2033      USD     55.00
RENEWABLE CORP           6.500     6/4/2014      EUR     60.67
RENEWABLE CORP           9.750     5/3/2018      NOK     70.19

POLAND
------
REP OF POLAND            2.648    3/29/2034      JPY     74.28

PORTUGAL
--------
BANCO COM PORTUG         4.750    6/22/2017      EUR     72.18
BANCO COM PORTUG         3.750    10/8/2016      EUR     71.34
BANCO ESPIRITO           4.600    1/26/2017      EUR     71.29
BANCO ESPIRITO           4.600    9/15/2016      EUR     73.43
BRISA                    4.500    12/5/2016      EUR     64.93
CAIXA GERAL DEPO         5.380    10/1/2038      EUR     53.54
CAIXA GERAL DEPO         5.980     3/3/2028      EUR     73.63
CAIXA GERAL DEPO         5.320     8/5/2021      EUR     63.38
CAIXA GERAL DEPO         4.250    1/27/2020      EUR     71.80
CAIXA GERAL DEPO         4.400    10/8/2019      EUR     63.13
CAIXA GERAL DEPO         4.455    8/20/2017      EUR     71.63
COMBOIOS DE PORT         4.170   10/16/2019      EUR     48.47
METRO DE LISBOA          4.799    12/7/2027      EUR     41.75
METRO DE LISBOA          7.300   12/23/2025      EUR     45.13
METRO DE LISBOA          5.750     2/4/2019      EUR     53.63
METRO DE LISBOA          4.061    12/4/2026      EUR     44.13
MONTEPIO GERAL           5.000     2/8/2017      EUR     61.50
PARPUBLICA               3.567    9/22/2020      EUR     41.88
PARPUBLICA               5.250    9/28/2017      EUR     73.78
PARPUBLICA               4.191   10/15/2014      EUR     67.38
PARPUBLICA               4.200   11/16/2026      EUR     31.25
PARPUBLICA               3.500     7/8/2013      EUR     75.88
PORTUGAL (REP)           3.500    3/25/2015      USD     71.73
PORTUGAL (REP)           3.500    3/25/2015      USD     71.73
PORTUGUESE OT'S          4.750    6/14/2019      EUR     56.44
PORTUGUESE OT'S          3.600   10/15/2014      EUR     74.80
PORTUGUESE OT'S          3.350   10/15/2015      EUR     69.24
PORTUGUESE OT'S          6.400    2/15/2016      EUR     72.54
PORTUGUESE OT'S          4.200   10/15/2016      EUR     63.67
PORTUGUESE OT'S          4.350   10/16/2017      EUR     58.89
PORTUGUESE OT'S          4.450    6/15/2018      EUR     57.58
PORTUGUESE OT'S          4.800    6/15/2020      EUR     55.20
PORTUGUESE OT'S          3.850    4/15/2021      EUR     54.35
PORTUGUESE OT'S          4.950   10/25/2023      EUR     51.39
PORTUGUESE OT'S          4.100    4/15/2037      EUR     44.96
REFER                    4.047   11/16/2026      EUR     42.13
REFER                    4.000    3/16/2015      EUR     41.00
REFER                    5.875    2/18/2019      EUR     46.00
REFER                    4.250   12/13/2021      EUR     35.38
REFER                    4.675   10/16/2024      EUR     40.25

RUSSIA
------
ARIZK                    3.000   12/20/2030      RUB     52.02
DVTG-FINANS             17.000    8/29/2013      RUB     55.55
DVTG-FINANS              7.750    7/18/2013      RUB     20.29
MIRAX                   17.000    9/17/2012      RUB     20.61
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     72.00
RBC OJSC                 3.270    4/19/2018      RUB     41.51
RBC OJSC                 7.000    4/23/2015      RUB     69.00
SATURN                   8.000     6/6/2014      RUB      2.01

SPAIN
-----
AYT CEDULAS CAJA         4.000    3/24/2021      EUR     73.43
AYT CEDULAS CAJA         3.750   12/14/2022      EUR     64.90
AYT CEDULAS CAJA         4.250   10/25/2023      EUR     65.96
AYT CEDULAS CAJA         4.750    5/25/2027      EUR     63.30
AYT CEDULAS CAJA         3.750    6/30/2025      EUR     57.10
AYUNTAM DE MADRD         4.550    6/16/2036      EUR     63.74
BANCAJA                  1.500    5/22/2018      EUR     63.95
BANCAJA EMI SA           2.755    5/11/2037      JPY     72.59
BANCO BILBAO VIZ         4.500    2/16/2022      EUR     72.07
BANCO BILBAO VIZ         6.025     3/3/2033      EUR     57.50
BANCO CASTILLA           1.500    6/23/2021      EUR     64.61
BANKINTER SA             6.000   12/18/2028      EUR     72.02
BASQUE GOV'T             4.600     1/7/2025      EUR     71.73
BBVA SUB CAP UNI         2.750   10/22/2035      JPY     49.54
CAIXA TERRASSA           4.700     8/9/2021      EUR     48.48
CAJA MADRID              4.125    3/24/2036      EUR     68.00
CEDULAS TDA 6 FO         4.250    4/10/2031      EUR     54.21
CEDULAS TDA 6 FO         3.875    5/23/2025      EUR     59.88
CEDULAS TDA A-4          4.125    4/10/2021      EUR     73.72
CEDULAS TDA A-5          4.250    3/28/2027      EUR     58.97
COMUN AUTO CANAR         5.750   10/15/2029      EUR     73.65
COMUN AUTO CANAR         3.900   11/30/2035      EUR     48.61
COMUN AUTO CANAR         4.200   10/25/2036      EUR     49.42
COMUN NAVARRA            4.000   11/23/2021      EUR     70.66
COMUNIDAD ARAGON         4.815   10/10/2022      EUR     70.39
COMUNIDAD ARAGON         4.646    7/11/2036      EUR     51.85
COMUNIDAD ARAGON         4.470    7/12/2021      EUR     71.30
COMUNIDAD BALEAR         4.063   11/23/2035      EUR     44.82
COMUNIDAD BALEAR         4.796     3/4/2020      EUR     70.68
COMUNIDAD BALEAR         3.869   11/23/2020      EUR     63.82
COMUNIDAD MADRID         4.300    9/15/2026      EUR     72.86
DIPUTACION FOR           4.323   12/29/2023      EUR     64.75
GEN DE CATALUNYA         5.900    5/28/2030      EUR     66.29
GEN DE CATALUNYA         4.900    9/15/2021      EUR     70.00
GEN DE CATALUNYA         4.801    7/31/2020      EUR     71.82
GEN DE CATALUNYA         4.750     6/4/2018      EUR     78.70
GEN DE CATALUNYA         5.325    10/5/2028      EUR     63.18
GEN DE CATALUNYA         6.350   11/30/2041      EUR     66.21
GEN DE CATALUNYA         4.220    4/26/2035      EUR     49.13
GEN DE CATALUNYA         2.965     9/8/2039      JPY     48.78
GEN DE CATALUNYA         5.950    10/1/2030      EUR     65.75
GEN DE CATALUNYA         4.690   10/28/2034      EUR     53.99
GEN DE CATALUNYA         5.400    5/13/2030      EUR     61.72
GEN DE CATALUNYA         5.219    9/10/2029      EUR     60.65
GEN DE CATALUNYA         2.750    3/24/2016      CHF     77.17
GEN DE CATALUNYA         5.250    10/5/2023      EUR     67.29
GEN DE CATALUNYA         5.900    5/20/2024      EUR     70.98
GENERAL DE ALQUI         2.750    8/20/2012      EUR     70.10
GENERAL VALENCIA         5.900   11/30/2032      EUR     55.88
GENERAL VALENCIA         3.250     7/6/2015      EUR     70.01
GENERAL VALENCIA         4.000    11/2/2016      EUR     79.13
GENERAL VALENCIA         4.900    3/17/2020      EUR     56.75
IM CEDULAS 5             3.500    6/15/2020      EUR     73.07
INSTIT CRDT OFCL         2.570   10/22/2021      CHF     75.18
INSTIT CRDT OFCL         2.100    2/23/2021      JPY     73.11
INSTIT CRDT OFCL         3.250    6/28/2024      CHF     74.39
INSTITUT CATALA          4.250    6/15/2024      EUR     61.26
JUNTA ANDALUCIA          6.600   11/29/2030      EUR     68.89
JUNTA ANDALUCIA          3.170    7/29/2039      JPY     52.38
JUNTA ANDALUCIA          4.125    1/20/2020      EUR     71.42
JUNTA ANDALUCIA          5.700    7/20/2028      EUR     63.76
JUNTA ANDALUCIA          4.850    3/17/2020      EUR     74.93
JUNTA ANDALUCIA          3.065    7/29/2039      JPY     51.06
JUNTA ANDALUCIA          5.150    5/24/2034      EUR     55.12
JUNTA ANDALUCIA          5.000    7/13/2022      EUR     69.26
JUNTA ANDALUCIA          4.250   10/31/2036      EUR     46.01
JUNTA CASTILLA           4.650    11/8/2022      EUR     65.29
JUNTA LA MANCHA          5.950     9/9/2030      EUR     50.58
JUNTA LA MANCHA          5.800    1/30/2021      EUR     71.00
JUNTA LA MANCHA          6.000    1/15/2021      EUR     71.13
JUNTA LA MANCHA          6.000    1/31/2021      EUR     72.38
JUNTA LA MANCHA          4.875    3/18/2020      EUR     68.25
JUNTA LA MANCHA          2.810   10/14/2022      JPY     66.63
JUNTA LA MANCHA          4.625   11/30/2022      EUR     56.50
JUNTA LA MANCHA          3.875    1/31/2036      EUR     32.50
JUNTA LA MANCHA          7.705    2/15/2033      EUR     61.75
MAPFRE SA                5.921    7/24/2037      EUR     68.16
SACYR VALLEHERM          6.500     5/1/2016      EUR     69.20
SANTANDER ISSUAN         5.750    1/31/2018      GBP     73.33
SANTANDER ISSUAN         6.533   10/24/2017      GBP     76.66
XUNTA DE GALICIA         4.025   11/28/2035      EUR     46.47
XUNTA DE GALICIA         5.350   11/22/2028      EUR     63.11

SWEDEN
------
SWEDISH EXP CRED         0.500    1/25/2028      USD     53.01
SWEDISH EXP CRED         0.500    8/26/2016      ZAR     72.51
SWEDISH EXP CRED         0.500    8/25/2016      ZAR     72.49
SWEDISH EXP CRED         7.500    2/28/2012      USD      9.51
SWEDISH EXP CRED         0.500    6/14/2016      ZAR     73.65
SWEDISH EXP CRED         7.500    6/12/2012      USD      7.98
SWEDISH EXP CRED         0.500   12/17/2027      USD     53.51
SWEDISH EXP CRED         0.500    1/31/2022      ZAR     51.23
SWEDISH EXP CRED         0.500    8/26/2021      AUD     63.06
SWEDISH EXP CRED         9.250    4/27/2012      USD      8.50
SWEDISH EXP CRED         0.500    8/25/2021      ZAR     49.43
SWEDISH EXP CRED         9.750    3/23/2012      USD      9.03
SWEDISH EXP CRED         7.000     3/9/2012      USD     10.88
SWEDISH EXP CRED         0.500    9/30/2016      ZAR     71.94
SWEDISH EXP CRED         0.500    9/20/2016      ZAR     72.07
SWEDISH EXP CRED         7.000     3/9/2012      USD     10.56
SWEDISH EXP CRED         0.500    6/29/2016      TRY     71.55

SWITZERLAND
-----------
CRED SUIS NY             8.000    1/25/2013      USD     48.69
UBS AG                  13.340   10/24/2012      USD     46.27
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                  13.300    5/23/2012      USD      3.45
UBS AG                   9.650    8/23/2013      USD     33.90
UBS AG                  10.070    3/23/2012      USD     35.42
UBS AG                   9.250    3/20/2012      USD     14.13
UBS AG                   8.720    3/20/2012      USD     32.13
UBS AG                   9.000    2/16/2012      USD     14.80
UBS AG JERSEY            3.220    7/31/2012      EUR     43.40

UNITED KINGDOM
--------------
ALLIANC&LEIC BLD         5.875    8/14/2031      GBP     73.46
ALPHA CREDIT GRP         6.000    6/20/2014      EUR     71.13
BAKKAVOR FIN 2           8.250    2/15/2018      GBP     74.87
BANK OF SCOTLAND         2.340   12/28/2026      JPY     63.37
BANK OF SCOTLAND         2.359    3/27/2029      JPY     57.35
BANK OF SCOTLAND         2.408     2/9/2027      JPY     62.54
BARCLAYS BK PLC         12.950    4/20/2012      USD     23.40
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     10.10
BARCLAYS BK PLC          8.000    9/28/2012      USD     10.43
BARCLAYS BK PLC          8.000    9/11/2012      USD     10.46
BARCLAYS BK PLC          8.000    9/11/2012      USD     10.66
BARCLAYS BK PLC          9.000    8/28/2012      USD     10.42
BARCLAYS BK PLC         11.500    7/27/2012      USD      9.29
BARCLAYS BK PLC          7.000    7/27/2012      USD      9.71
BARCLAYS BK PLC         10.000    7/20/2012      USD      8.49
BARCLAYS BK PLC          8.000    6/29/2012      USD     10.01
BRADFORD&BIN BLD         4.910     2/1/2047      EUR     70.26
CO-OPERATIVE BNK         5.875    3/28/2033      GBP     69.72
CO-OPERATIVE BNK         5.750    12/2/2024      GBP     69.98
CO-OPERATIVE BNK         5.625   11/16/2021      GBP     72.10
EFG HELLAS PLC           5.400    11/2/2047      EUR     18.38
EFG HELLAS PLC           6.010     1/9/2036      EUR     28.38
EMPORIKI GRP FIN         4.350    7/22/2014      EUR     61.13
EMPORIKI GRP FIN         5.100    12/9/2021      EUR     36.63
EMPORIKI GRP FIN         5.000    12/2/2021      EUR     36.25
ENTERPRISE INNS          6.875     5/9/2025      GBP     64.45
ENTERPRISE INNS          6.375    9/26/2031      GBP     63.92
ENTERPRISE INNS          6.875    2/15/2021      GBP     68.38
ESSAR ENERGY             4.250     2/1/2016      USD     52.24
EX-IM BK OF UKRA         5.793     2/9/2016      USD     76.97
GALA ELECTRIC CA        11.500     6/1/2019      GBP     70.75
GALA ELECTRIC CA        11.500     6/1/2019      GBP     70.72
HBOS PLC                 6.000    11/1/2033      USD     58.06
HBOS PLC                 6.000    11/1/2033      USD     58.06
HBOS PLC                 4.500    3/18/2030      EUR     65.65
HBOS PLC                 5.374    6/30/2021      EUR     69.25
MATALAN                  9.625    3/31/2017      GBP     59.17
MATALAN                  9.625    3/31/2017      GBP     58.72
MAX PETROLEUM            6.750     9/8/2013      USD     47.92
NOMURA BANK INTL         0.800   12/21/2020      EUR     65.28
OTE PLC                  4.625    5/20/2016      EUR     63.73
OTE PLC                  7.250     4/8/2014      EUR     70.94
PUNCH TAVERNS            8.374    7/15/2029      GBP     57.34
ROYAL BK SCOTLND         2.300   11/26/2024      JPY     73.04
ROYAL BK SCOTLND         4.700     7/3/2018      USD     83.85
ROYAL BK SCOTLND         5.168    6/29/2030      EUR     58.06
SPIRIT ISSUER            5.472   12/28/2028      GBP     71.48
THOMAS COOK GR           7.750    6/22/2017      GBP     41.63
THOMAS COOK GR           6.750    6/22/2015      EUR     43.82
UNIQUE PUB FIN           5.659    6/30/2027      GBP     69.48
UNIQUE PUB FIN           7.395    3/28/2024      GBP     50.68
UNIQUE PUB FIN           6.464    3/30/2032      GBP     38.20


                            *********

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

The TCR Europe subscription rate is US$625 per half-year,
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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 * * *