TCREUR_Public/121011.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

          Thursday, October 11, 2012, Vol. 13, No. 203

                            Headlines



C Y P R U S

* Moody's Downgrades Ratings on Three Cypriot Banks


F R A N C E

BPCE SA: Fitch Assigns 'BB+' Innovative Tier 1 Ratings
CEGEDIM SA: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
GROUPAMA SA: S&P Lowers Rating on 2007 Jr. Sub. Notes to 'CC'


G E R M A N Y

FRESENIUS MEDICAL: Moody's Assigns Rating to Sr. Sec. Facilities


H U N G A R Y

E-STAR ALTERNATIV: Supplier Payment Demands Threaten Operations


I C E L A N D

BAKKAVOR GROUP: S&P Affirms & Withdraws 'B-' Corporate Rating


I R E L A N D

MBS I PLC: Fitch Affirms 'CC' Rating on Class D Notes
OLHAUSEN: In Receivership; 160 Jobs Affected


I T A L Y

BANCA MONTE: May Struggle to Find New Investors
UNICREDIT BANK: Fitch Affirms Rating on Hybrid Notes at 'BB+'


K A Z A K H S T A N

BTA BANK: Moody's Affirms Deposit Ratings at 'Caa2'


L U X E M B O U R G

FAGE INT'L: S&P Affirms 'B' Long-Term Corporate Credit Rating


N E T H E R L A N D S

EMF-NL 2008-A: S&P Lowers Rating on Class D Notes to 'CCC'
JUBILEE CDO III: S&P Raises Rating on Class D notes to 'CCC+'
SNS BANK: Fitch Downgrades Viability Rating to 'bb'


P O L A N D

CENTRAL EUROPEAN: Has US$94MM Loss in Q2, Amends Prior Financials
PBG SA: Chief Executive Says Merger One of Rescue Options
POLIMEX: Mulls Asset Spin-Offs; Eyes Debt Restructuring Deal
POLSKI KONCERN: Moody's Changes Outlook on Ba1 Rating to Positive


R U S S I A

ALROSA OJSC: Fitch Affirms 'BB-' Long-Term Issuer Default Rating
BANK ROSSIYA: S&P Raises Long-Term Issuer Credit Rating to 'BB-'
VENTRELT HOLDINGS: Fitch Affirms 'BB-' Rating on RUB3-Bil. Bonds


S P A I N

BANCO DE VALENCIA: Moody's Cuts Mortgage Bond Rating to 'Ba3'
* SPAIN: Depositors Blame Ailing Banks for Preferred Share Losses


T U R K E Y

YUKSEL INSAAT: Fitch Maintains 'B-' Rating on US$200-Mil. Notes


U N I T E D   K I N G D O M

CRYSTAL PRINT: Accuses Bibby of Putting Firm in Administration
THEMELEION III: Moody's Corrects October 4 Rating Release


X X X X X X X X

* Upcoming Meetings, Conferences and Seminars


                            *********


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C Y P R U S
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* Moody's Downgrades Ratings on Three Cypriot Banks
---------------------------------------------------
Moody's Investors Service has taken actions on three Cypriot
banks that reflect, to differing degrees, the severity of the
banks' capital shortfalls in the context of Moody's central
expectations of further and much sharper deterioration in asset
quality than anticipated earlier this year. Concerns about
weakening funding and liquidity also contributed to Moody's
reassessment.

The rating actions also take into account Moody's expectations of
a high likelihood of support from the Cypriot authorities, in
collaboration with external parties.

The actions conclude Moody's review initiated on 12 June 2012.

The affected banks are:

- Bank of Cyprus Public Company Limited (BoC): The standalone
credit assessment has been lowered to caa3 (mapped from an E
standalone bank financial strength rating (BFSR)) from b3/E+; the
deposit and senior unsecured debt ratings have been downgraded to
Caa1, with negative outlook, from B2.

- Cyprus Popular Bank Public Co Ltd (CPB): The standalone credit
assessment has been lowered to caa3 from caa1 within the E BFSR
category; the deposit and senior unsecured debt ratings have been
downgraded to Caa1, with negative outlook, from B3.

- Hellenic Bank Ltd (Hellenic): The standalone credit assessment
has been lowered to caa2/E from b2/E+; the deposit ratings have
been downgraded to B3, with negative outlook, from B1.

RATINGS RATIONALE -- STANDALONE RATINGS

Overall, Moody's lowering of the standalone ratings reflects, to
differing degrees, the severity of the banks' capital shortfalls,
owing to the rating agency's expectations of acute asset-quality
deterioration, and the funding pressures faced by the banks.

FIRST DRIVER --- CAPITAL SHORTFALLS

Moody's believes that the banks' capital shortfalls will be
severe, given their currently thin capital buffers and the rating
agency's expectation that very large credit losses will emerge
from the bank's lending exposures in Greece and Cyprus. In terms
of capital buffers, Moody's estimates CPB's core Tier 1 at 4.3%
(including the EUR1.8 billion capital increase subscribed mainly
by the government) as of June 2012, while BoC reported a core
Tier 1 of 5.1% (excluding the Convertible Enhanced Capital
Securities) and Hellenic reported a pro-forma core Tier 1 of 8.3%
(including the capital increase completed in July) for the same
period.

Despite the differences in the banks' current capital levels,
Moody's expects that all three banks will require large
recapitalizations, to varying degrees, to build-up their core
Tier 1 capital to robust levels under the rating agency's central
scenario, which assumes (i) a significant deterioration in asset
quality over the next four quarters, and (ii) a core Tier 1
target of 10%, which is similar to levels seen in certain
countries receiving support packages. In aggregate, Moody's
estimates that the banks will require more than EUR8 billion
under its central scenario. Nevertheless, the differentiation
between the banks' standalone ratings reflects Moody's
expectation of Hellenic's much lower capital needs relative to
the severe capital shortfalls for BoC and CPB.

Moreover, the rating agency also notes that without significant
ring-fencing, the banks' capital shortfalls would increase
sharply if the risk of Greece exiting the euro area were to
crystallize.

SECOND DRIVER --- FURTHER DETERIORATION IN ASSET QUALITY

The second driver, which is a component of the first, is Moody's
expectation of further and acute deterioration in the banks' weak
asset quality, driven by the adverse operating environment in
their primary markets, Cyprus and Greece. According to CPB's and
BoC's H1 2012 financial statements, there was a sharp
acceleration in non-performing loan (NPL) formation in Greece,
which Moody's believes will continue impacting banks' asset
quality in proportion to their relative lending exposure in
Greece. According to the banks' financial statements, gross loans
in Greece account for around 44% of gross loans for CPB, 34% for
BoC and 17% for Hellenic. Furthermore, the rating agency expects
a very material acceleration in the deterioration of domestic
asset quality, driven by the banks' significant exposures to the
depressed real-estate sector and individual borrowers' weakening
capacity to service their debt, owing to rising unemployment and
the effects of the government's proposed austerity measures.

As of June 2012, group NPLs increased to 22.3% for CPB (from
13.9% at December 2011), 14.2% for BoC (10.2% as of December
2011) and 15.8% for Hellenic (13.2% as of December 2011),
according to the banks' financial statements. Moody's notes that
these figures exclude loans in arrears for over 90 days that are
fully covered by tangible collateral, for which the rating agency
maintains concerns regarding recovery values in the current
depressed market. Furthermore, Moody's notes that the significant
build-up of rescheduled loans also signals the potential for
further asset-quality pressure in the near term.

THIRD DRIVER --- LIQUIDITY AND FUNDING PROFILES UNDER PRESSURE
FROM DEPOSIT OUTFLOWS

Although the funding profiles of the three banks vary, Moody's
expects deposit outflows to continue both in Greece and in
foreign-owned corporate entities' deposits sourced in Cyprus,
which will further weaken the banks' funding profiles and
pressure their liquidity buffers.

The funding positions of BoC and CPB have weakened significantly
owing to deposit outflows, pressuring their liquidity positions.
According to the banks' financial statements, CPB's deposit base
has declined by 30% over the 18-month period to June 2012 (not
adjusted for the sale of foreign subsidiaries), whilst BoC's
deposit base declined by 14% (11% when adjusted for the sale of
its Australian subsidiary). Hellenic has maintained a stronger
liquidity position compared with its rated domestic peers, which
is one of the factors -- together with the lower estimated
capital shortfall -- for its higher standalone rating. Hellenic's
deposits increased by 7% over the same period and the bank
maintains a high liquidity cushion with cash and bank placements
accounting for around 32% of assets. Nevertheless, all Cypriot
banks' deposit bases remain vulnerable to changes in depositor
sentiment, as a high portion of deposits are in Greece and
sourced in Cyprus from foreign-owned corporates.

HIGH LIKELIHOOD OF SYSTEMIC SUPPORT EMBEDDED IN DEBT AND DEPOSIT
RATINGS

In Moody's view, the government's capacity to provide support to
the banks is very limited. However, Moody's expects that support
would be forthcoming from external parties, specifically the
Troika (European Commission, European Central Bank and the
International Monetary Fund) via the Cypriot government.

Although the timing and magnitude of such support remains
uncertain, Moody's acknowledges the ongoing negotiations to
establish a support package for Cyprus. Accordingly, Moody's
incorporates two notches of uplift in the Cypriot banks' deposit
and senior debt ratings, which reflects the balance between the
constrained domestic capacity of the Cypriot government to
provide support to the banking system and the additional
resources Moody's expects will be made available to Cyprus in the
context of its membership in the European Monetary Union.

WHAT COULD MOVE THE RATINGS DOWN/UP

The negative outlooks reflect the risk of asset-quality pressures
beyond Moody's central scenario, given the challenging operating
environment. An increase in the probability of Greece exiting the
euro area, and/or a material risk that external support would not
be sufficient to stabilize the banks, would exert downwards
pressure on the ratings.

The restructuring and removal of non-performing assets from
banks' balance sheets, in conjunction with significant
strengthening of the banks' capital buffers to absorb future
asset-quality deterioration and to withstand a potential Greek
exit from the euro area, could, over time, exert upwards pressure
on the ratings.

List of affected ratings:

Bank of Cyprus Public Co Ltd:

- Deposit and senior unsecured debt ratings downgraded to
Caa1/Not-Prime from B2/Not-Prime

- Subordinated debt rating downgraded to (P)C from (P)Caa1

- Junior subordinated notes rating downgraded to (P)C from
(P)Caa2

- Standalone BFSR downgraded to E/caa3 from E+/b3

- The outlook on the senior debt and deposit ratings is
negative. The BFSR, subordinated and junior subordinated debt
ratings do not have an outlook assigned.

Cyprus Popular Bank Public Co Ltd:

- Deposit and senior unsecured debt ratings downgraded to
Caa1/Not-Prime from B3/Not-Prime

- Subordinated debt rating downgraded to C from Ca

- Standalone credit assessment lowered to caa3 from caa1 (within
the E BFSR category);

The senior debt and deposit ratings have a negative outlook. The
BFSR and subordinated debt ratings do not have an outlook
assigned.

Egnatia Finance plc (the funding subsidiary of Cyprus Popular
Bank):

- Senior unsecured debt rating downgraded to (P)Caa1 from (P)B3

- Subordinated debt rating downgraded to (P)C from (P)Ca

The senior debt ratings have a negative outlook. The subordinated
debt ratings do not have an outlook.

Hellenic Bank Public Co Ltd:

- Deposit ratings downgraded to B3/Not-Prime from B1/Not-Prime

- Standalone BFSR downgraded to E/caa2 from E+/b2

The deposit ratings have a negative outlook. The BFSR does not
have an outlook assigned.

METHODOLOGY USED

The principal methodology used in these ratings was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.



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F R A N C E
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BPCE SA: Fitch Assigns 'BB+' Innovative Tier 1 Ratings
------------------------------------------------------
Fitch Ratings has affirmed Groupe BPCE's (GBPCE), BPCE S.A.'s and
Natixis's Long-Term Issuer Default Ratings (IDRs) at 'A+' and
Short-Term IDRs at 'F1+'.  The Outlook on the Long-Term IDR is
Negative.  At the same time, Fitch has affirmed GBPCE's Viability
Rating (VR) at 'a-'.

RATING DRIVERS AND SENSITIVITIES - IDRS, SUPPORT RATING AND
SUPPORT RATING FLOOR

GBPCE's and BPCE S.A.'s Long- and Short-Term IDRs, Support
Ratings and Support Rating Floors are driven by Fitch's view that
the probability of French state support, if required, is
extremely high given the group's domestic importance.  GBPCE is
France's third-largest banking group by equity.

GBPCE's and BPCE S.A.'s Long- and Short-Term IDRs and Support
Rating Floors would be downgraded if Fitch perceived a weakening
of the state's ability (as reflected in its rating) to support
large French banks.  GBPCE's and BPCE S.A.'s Long- and Short-Term
IDRs and Support Rating Floors could also be downgraded if Fitch
came to the conclusion that government support in France was
being diluted through a combination of regulatory, legal and
political changes.  The Negative Outlook on GBPCE's and BPCE
S.A.'s Long-Term IDRs mirrors that on the French state.

Fitch has affirmed Banque Populaire du Sud-Ouest's IDRs at 'A+'
and 'F1+' and simultaneously withdrawn the ratings, following its
merger with Banque Populaire Centre Atlantique.  Banque Populaire
Centre Atlantique has been renamed Banque Populaire Aquitaine
Centre Atlantique.  The IDRs of Societe Centrale de Credit
Maritime Mutuel have also been affirmed and simultaneously
withdrawn as the entity is no longer affiliated to BPCE S.A.

RATING DRIVERS AND SENSITIVITIES - VR

GBPCE's VR reflects its strong retail franchise in its core
market, modest risk appetite, good loan quality and acceptable
capital ratios.  The VR also takes into account the group's
dependence on wholesale funding.

GBPCE has a strong franchise in French retail banking, its core
business.  GBPCE's operating income is not reliant on corporate
and investment banking business, and the reduced size of market
activities in particular leads to lower earnings volatility than
for some large French banking groups.  Nevertheless, earnings at
Natixis are minimal when the contribution from its retail
participation is stripped out, which along with the prospects for
this subsidiary constrain the VR.

GBPCE maintains acceptable asset quality, with one of the lowest
non-performing loan ratios among large French banks (3.8% at end-
June 2012) given its significant focus on the low-risk domestic
retail segment.  The moderate coverage of impaired loans is
offset by adequate collateral.  GBPCE's legacy assets are now
modest and generate low losses.

GBPCE has relatively high dependence on wholesale funding.
Although declining, GBPCE has the highest loan-to-deposit ratio
among the large French banks.  Further significant reduction of
this ratio may be constrained by two of its main subsidiaries,
CFF and Natixis, being largely wholesale-funded.  However,
liquidity is not an issue for GBPCE, which runs an ample liquid
asset portfolio that could be used for repo in the market or with
central banks.

GBPCE has significantly strengthened its capital ratios since
2009, which reach now an acceptable level (9.18% Fitch core
capital ratio at end-H112).  This improvement partly integrates
the positive, although limited, impact of the removal of the
Basel transitional floor on risk-weighted assets at end-2011.  As
GBPCE has fully repaid the hybrid instruments subscribed to by
the French state in 2008/2009, and given its historically modest
dividend pay-out ratio, the group will benefit from a higher
capital generation potential through retained earnings.

GBPCE's VR would benefit from reduced dependence on wholesale
funding.  It could also potentially be upgraded if the drag on
earnings and funding from some of the wholesale-funded
subsidiaries, Natixis and CFF, were softened.  Conversely,
material deterioration of group earnings or capital ratios, while
not expected, could lead to a downgrade.

RATING DRIVERS AND SENSITIVITIES - IDRs OF SUBSIDIARIES

Due to the affiliation of most of GBPCE's subsidiaries to BPCE
S.A., GBPCE's central body, their IDRs are aligned with those of
their parent.  Under the affiliation, BPCE S.A. is legally
committed to maintain adequate liquidity and solvency for its
subsidiaries.  The affiliated subsidiaries' IDRs will therefore
continue to move in tandem with those of GBPCE unless there is a
change in the affiliation status, which Fitch views as extremely
unlikely.  The affiliation with BPCE S.A. concerned 121 entities
at end-September 2012, including the Banque Populaire and Caisse
d'Epargne et de Prevoyance networks as well as the group's
primary banks (Natixis, CFF, Banque Palatine and BPCE
International Outre-Mer).  Given Natixis's, Credit Foncier de
France's and Banque Palatine's affiliation to and extremely
strong integration within GBPCE, they have not been assigned a
VR.

RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND OTHER
HYBRID SECURITIES

Subordinated debt and other hybrids issued by BPCE S.A. and
Natixis are all notched down from GBPCE's VR in accordance with
Fitch's assessment of each instrument's respective non-
performance and relative loss severity risk profiles, which
varies significantly.  Their ratings are primarily sensitive to
any change in GBPCE's VR.  Natixis's debt benefits from its
affiliation with BPCE S.A.

The rating actions are as follows:

GBPCE

  -- Long-term IDR: affirmed at 'A+'; Outlook Negative
  -- Short-term IDR: affirmed at 'F1+'
  -- Viability Rating: affirmed at 'a-'
  -- Support Rating: affirmed at '1'
  -- Support Rating Floor: affirmed at 'A+'

BPCE S.A.

  -- Long-term IDR: affirmed at 'A+'; Outlook Negative
  -- Short-term IDR: affirmed at 'F1+'
  -- Support Rating: affirmed at '1'
  -- Support Rating Floor: affirmed at 'A+'
  -- Senior unsecured debt: affirmed at 'A+'
  -- BMTN programme: long-term affirmed at 'A+'
  -- EMTN programme: long-term affirmed at 'A+' and short-term
     affirmed at 'F1+'
  -- Innovative Tier 1: 'BB+'
  -- Non-innovative Tier 1: 'BB+'
  -- Lower Tier 2: 'BBB+'
  -- Commercial paper: affirmed at 'F1+'

Natixis:

  -- Long-term IDR: affirmed at 'A+'; Outlook Negative
  -- Short-term IDR: affirmed at 'F1+'
  -- Support Rating: affirmed at '1'
  -- Senior unsecured debt: affirmed at 'A+'
  -- Market linked notes: affirmed at 'A+emr'
  -- Lower Tier 2: 'BBB+'
  -- Hybrid capital instruments: 'BB+'
  -- BMTN programme: long-term affirmed at 'A+'
  -- EMTN programme: long-term affirmed at 'A+' and short-term
     affirmed at 'F1+'
  -- Debt issuance programme guaranteed by Caisse des Depots et
     Consignations (CDC): long-term affirmed at 'AAA' and short-
     term affirmed at 'F1+'
  -- Debt issuance programme guaranteed by BPCE S.A.: long-term
     affirmed at 'A+' and short-term affirmed at 'F1+'
  -- Senior unsecured debt guaranteed by Caisse des Depots et
     Consignations (CDC): affirmed at 'AAA'
  -- Senior unsecured debt guaranteed by BPCE: affirmed at 'A+'
     Commercial paper: affirmed at 'F1+'

NBP Capital Trust I

  -- Preferred stock: 'BB+'

Credit Foncier de France

  -- Long-term IDR: affirmed at 'A+'; Outlook Negative
  -- Short-term IDR: affirmed at 'F1+'
  -- Support Rating: affirmed at '1'
  -- BMTN programme: long-term affirmed at 'A+'
  -- EMTN programme: long-term affirmed at 'A+' and short-term
     affirmed at 'F1+'
  -- Senior unsecured debt: affirmed at 'A+'
  -- Commercial paper: affirmed at 'F1+'

Banque Palatine

  -- Long-term IDR: affirmed at 'A+'; Outlook Negative
  -- Short-term IDR: affirmed at 'F1+'
  -- Support Rating: affirmed at '1'
  -- BMTN Programme: affirmed at 'A+'
  -- Certificate of Deposits: affirmed at 'F1+'

The following entities' Long-term IDRs of 'A+' and Short-term
IDRs of 'F1+' have been affirmed.  The Outlook is Negative

  -- Banque Populaire Atlantique
  -- Banque Populaire Bourgogne, Franche-Comte
  -- Banque Populaire Aquitaine Centre Atlantique
  -- Banque Populaire Cote d'Azur
  -- Banque Populaire d'Alsace
  -- Banque Populaire de l'Ouest
  -- Banque Populaire Lorraine Champagne
  -- Banque Populaire des Alpes
  -- Banque Populaire du Massif-Central
  -- Banque Populaire du Nord
  -- Banque Populaire du Sud
  -- Banque Populaire Loire et Lyonnais
  -- Banque Populaire Occitane
  -- Banque Populaire Provencale et Corse
  -- Banque Populaire Rives de Paris
  -- Banque Populaire Val-de-France
  -- BRED - Banque Populaire
  -- CASDEN - Banque Populaire
  -- Groupe Credit Cooperatif
  -- Credit Maritime Mutuel
  -- Caisse d'Epargne et de Prevoyance d'Alsace
  -- Caisse d'Epargne et de Prevoyance Aquitaine Poitou Charentes
  -- Caisse d'Epargne et de Prevoyance d'Auvergne et du Limousin
  -- Caisse d'Epargne et de Prevoyance de Bourgogne Franche-Comte
  -- Caisse d'Epargne et de Prevoyance Bretagne-Pays de Loire
  -- Caisse d'Epargne et de Prevoyance Cote d'Azur
  -- Caisse d'Epargne et de Prevoyance Ile-de-France
  -- Caisse d'Epargne et de Prevoyance du Languedoc Roussillon
  -- Caisse d'Epargne et de Prevoyance Loire-Centre
  -- Caisse d'Epargne et de Prevoyance Loire Drome Ardeche
  -- Caisse d'Epargne et de Prevoyance de Lorraine Champagne-
     Ardenne
  -- Caisse d'Epargne et de Prevoyance de Midi Pyrenees
  -- Caisse d'Epargne et de Prevoyance Nord France Europe
  -- Caisse d'Epargne et de Prevoyance Normandie
  -- Caisse d'Epargne et de Prevoyance de Picardie
  -- Caisse d'Epargne et de Prevoyance Provence Alpes Corse
  -- Caisse d'Epargne et de Prevoyance de Rhone Alpes

Banque Populaire du Sud-Ouest and Societe Centrale de Credit
Maritime Mutuel

  -- Long-and Short-term IDRs: affirmed at 'A+' and 'F1+'
     respectively and simultaneously withdrawn

Credit Cooperatif:

  -- Long-term IDR: affirmed at 'A+'; Outlook Negative
  -- Short-term IDR: affirmed at 'F1+'
  -- Senior unsecured debt: affirmed at 'A+'
  -- BMTN Programme: affirmed at 'A+'
  -- Commercial paper: affirmed at 'F1+'


CEGEDIM SA: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit ratings on French healthcare software and
services provider Cegedim S.A. "At the same time, we removed the
ratings from CreditWatch, where we had placed them with negative
implications on Aug. 9, 2012. The outlook is stable," S&P said.

"We also affirmed our 'B' issue rating on Cegedim's EUR280
million 7% unsecured notes due in 2015, in line with the
corporate credit rating, and removed it from CreditWatch
negative, where we had placed it on the same date. The recovery
rating on the notes remains at '3', reflecting our expectation of
meaningful (50%-70%) recovery for creditors in the event of a
payment default," S&P said.

"The affirmation reflects our assessment that Cegedim's liquidity
position has been strengthened by the covenant reset announced on
Oct. 3, 2012, although the mismatch between cash flow generation
and debt amortization was not addressed. We now estimate the
reset will enable Cegedim to post headroom under its financial
covenants above 15% in the next 18 months. We also factor in
Cegedim's agreement under the covenant reset not to pay a
dividend or make
significant acquisitions until its credit metrics improve," S&P
said.

"Given our expectation of continued difficult economic conditions
in the second half of 2012 and based on the company's half-year
results on June 30, our projections still show that free cash
flow generation will not be in line with the EUR40 million annual
debt amortization in 2012 and 2013. However, factoring in low-
but-positive free cash flows, the cash available on June 30, and
the undrawn portion of the revolving credit facility, our
projections show Cegedim will be able to meet its financial
obligations in 2012 and 2013," S&P said.

"Still, we remain concerned about Cegedim's ability to face
financial obligations from June 2014. We therefore expect the
company to address the liquidity mismatch in the coming months
through a refinancing, a renegotiation of the debt amortization
schedule, or the repayment of a substantial amount of debt
through asset disposals," S&P said.

"The stable outlook reflects our view that, owing to the covenant
reset, the undrawn portion of the revolving credit facility, and
the cash on hand, Cegedim will meet its interest payments,
financial covenants, and debt installments in the next 18 months.
It also factors in our anticipation that Cegedim will take the
necessary steps in the short term to refinance or significantly
reduce the scheduled amortization under its bank facility," S&P
said.

"We could lower the ratings if Cegedim doesn't fully address the
mismatch situation through one of the abovementioned steps. We
could also lower the ratings if operating performance doesn't at
least stabilize," S&P said.

"We could consider raising the ratings if the company were to
substantially improve its free cash flow generation and lower its
annual debt amortization, while sustainably showing comfortable
covenant headroom of above 15%. A positive rating action would
however depend on Cedegim's sustainable operating recovery," S&P
said.


GROUPAMA SA: S&P Lowers Rating on 2007 Jr. Sub. Notes to 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue rating on
French insurer Groupama S.A.'s 2007 junior subordinated notes to
'CC' from 'B'. "We also lowered our issue ratings on Groupama's
2005 and 2009 junior subordinated notes to 'CCC' from 'B'," S&P
said.

"At the same time, Standard & Poor's lowered its long-term
counterparty credit and financial strength ratings on Groupama
and its guaranteed subsidiaries to 'BB-' from 'BB', and on
strategically important subsidiary Groupama GAN Vie to 'B+' from
'BB-'. We also lowered our long-term counterparty credit rating
to 'BB-' from 'BB' and affirmed our 'B' short-term counterparty
credit rating on banking subsidiary Groupama Banque. We placed
all these ratings on CreditWatch with negative implications," S&P
said.

"The downgrade of Groupama's EUR1 billion junior subordinated
notes due 2007 follows Groupama's announcement on Friday, Oct. 5,
2012, that it would not pay its coupon at the next interest
payment date, Oct. 22, 2012. These notes contain optional payment
features that allow the group to cancel coupon payments when
Groupama's solvency margin is above 100%. The rating action
reflects the application of our criteria in the article 'Criteria
For Assigning 'CCC+', 'CCC', 'CCC-', and 'CC' Ratings,' published
Oct. 1, 2012, on Standard & Poor's Global Credit Portal. We will
further lower the rating on these notes to 'C' following
nonpayment on the coupon, in accordance with our criteria," S&P
said.

"The downgrade of Groupama's two other junior subordinated notes
issues reflects our view that Groupama's decision to cancel the
coupon increases uncertainty regarding its willingness and
ability to continue paying interest on these issues. In the same
way as the 2007 note issue, these two note issues are classified
as having 'intermediate' equity content according to our criteria
and were issued in 2005 and 2009, for a total of EUR1,250
million. They contain optional deferral features when the
solvency margin is above 100%, although we understand the next
coupon payment on the 2009 notes is mandatory due to look back
provisions relating to the interest payment that took place in
July 2012 on the 2005 issue. However, it is possible for the
regulator to prevent payment on all issues. The next coupon
payment dates on Groupama's 2009 and 2005 notes are respectively
Oct. 29, 2012, and July 6, 2013," S&P said.

"The downgrade of Groupama reflects our belief that Groupama's
decision to cancel the coupon payment on the 2007 issue is likely
to adversely affect Groupama's financial flexibility, albeit
partly offset by the relatively small positive impact on the
group's solvency margin and liquidity saving. We also believe
Groupama's decision could adversely affect the group's business
franchise in terms of non-life client retention and life policy
persistency," S&P said.

"The CreditWatch placement reflects the uncertainty about the
potential impact of Groupama's decision on the group's
creditworthiness. In particular, we will assess the potential
longer term benefits and costs associated with Groupama's
decision, including the potential impact on the group's business
and financial profile. In addition, we will assess the progress
Groupama is making to improve its solvency position. We aim to
resolve or update the CreditWatch action over the next 90 days,"
S&P said.

"We could potentially lower the long-term ratings on Groupama to
the 'B' category if our assessment indicated a weaker business
risk and/or financial risk profile than we currently expect. Our
rating on its 2007 junior subordinated issue will be lowered to
'C' following the nonpayment of the coupon on the Oct. 22, 2012,
interest payment date. Our ratings on its other two junior
subordinated issues would be lowered to 'CC' if management
notifies investors that coupons on these instruments will also be
deferred," S&P said.



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


FRESENIUS MEDICAL: Moody's Assigns Rating to Sr. Sec. Facilities
----------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P) Baa3
rating to an estimated USD 3.8 billion bank facilities syndicated
by Fresenius Medical Care AG & Co. KGaA ("FME" or "the group"),
which include both term debt and revolving facilities. The
financing is being put in place to primarily refinance existing
senior bank obligations maturing in March 2013. The FME Group's
Ba1 Corporate Family Rating (CFR) and Ba2 unsecured long term
ratings remain unchanged. The outlook on the ratings is stable.

RATINGS RATIONALE

The (P)Baa3 rating (LGD 2, 28%) assigned to around US$3.8 billion
senior credit facilities issued at the holding level of Fresenius
Medical Care KGaA reflects the instrument's priority position in
the capital structure. The facilities will be guaranteed on a
senior basis by key intermediary holding and selected operating
companies, will be secured by share pledges (65%-100%) of a
significant part of the group's operating subsidiaries. Compared
to current bank agreement the senior lenders will not benefit
from a springing lien which had required security over all
material assets in case of senior bank debt instrument rating
downgrade below Ba3. The removal of the springing lien in the new
facility agreement weakens senior lenders' security position and
makes monitoring of guarantor coverage more difficult. As a
result Moody's loss given default rate increases from 20% to 28%.
However, limited debt at operating subsidiary level and extra
guarantor coverage, primarily from US subsidiaries, which is not
available to unsecured bond lenders justify the upward notching
of secured senior lenders.

Moody's issues provisional ratings in advance of the final sale
of securities and these reflect Moody's credit opinion regarding
the transaction only. Upon a conclusive review of the final
documentation Moody's will endeavor to assign definitive ratings
to the proposed senior bank facilities. A definitive rating and
assigned LGDs may differ from provisional ones.

FME's Ba1 Corporate Family Rating (CFR) is supported by (i) its
absolute scale, vertical integration and a very strong market
position as a leading global provider of dialysis products and
private dialysis services; (ii) continued favorable industry
growth trends and the recurring non-cyclical nature of its
revenues; (iii) high profitability levels; and (iv) good
financial flexibility. With the extension of FME's bank lines,
the group's short term liquidity also improves substantially,
with barely any debt maturities in the next 12 -- 18 months.

The rating is constrained by (i) FME's relatively high adjusted
financial leverage, as evidenced by a debt/EBITDA ratio of 3.7x
as per end of June 2012 LTM; (ii) the company's exposure to
tightening healthcare budgets, potential regulatory changes,
government investigations or changes in the payer mix, which
could have an impact on the FME's profitability; (iii) a pure-
play focus on the dialysis market, albeit operating through the
whole value chain; (iv) high regional concentration on the key US
market; (v) a strong appetite for acquisitions to complement
organic growth, which are to a large degree debt financed
resulting in continued reliance on access to capital markets
which could lead to short term liquidity pressures.

Assignments:

   Issuer: Fresenius Medical Care AG & Co. KGaA

  Senior Secured credit facilities , Assigned (P) Baa3, LGD2, 28%

What Could Change the Rating -- Up

Given the strategy of FME to grow the business externally an
upgrade of the rating is currently unlikely. A rating upgrade
would require a change in the financial policy of FME towards
lower external growth and a change in the management of short
term liquidity. In addition it would require enhanced regional
diversification, which appears somewhat challenging in the medium
term, profitability at current levels (EBIT-margin in the high
teens) and the generation of positive free cash flow applied to
debt reduction contributing to gradual improvements in leverage
towards 3.0 times debt/EBITDA and CFO/ debt approaching 20%.

What Could Change the Rating -- Down

In Moody's view, downward rating pressure would likely be the
result of: (i) unfavorable reimbursement changes in core markets
or changes in payer mix, affecting the group's profit generation;
(ii) an increase in financial leverage, evidenced by a
debt/EBITDA ratio sustainably above 3.5x and a CFO/debt ratio
below 15%; (iii) failure to ensure adequate liquidity profile or
(iv) material litigation.

The principal methodology used in rating FME was the Global
Healthcare Service Providers Industry Methodology published in
December 2011. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

FME is the world's leading provider of dialysis products and
dialysis services, with LTM 2012 revenues of USD13.4 billion as
of end of June 2012. The company is a vertically integrated
player with operations as a dialysis service provider, a dialysis
product manufacturer for its own dialysis clinics and a supplier
of dialysis products to external dialysis service providers. FME
is controlled by Fresenius SE & Co. KGaA (rated Ba1, stable),
which owns 31% of the company but controls 100% of the general
partner of FME, given FME's legal status as a
Kommanditgesellschaft auf Aktien (KGaA; partnership limited by
shares).



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


E-STAR ALTERNATIV: Supplier Payment Demands Threaten Operations
---------------------------------------------------------------
Andras Gergely at Bloomberg News reports that E-Star Alternativ
Nyrt. said payment demands from suppliers ahead of a bond
maturity this month are threatening its operations.

Bloomberg news relates that the company said on Tuesday it's
struggling to collect payment from Hungarian municipalities for
providing heating services.

According to Bloomberg, E-Star said in a statement to the
Budapest Stock Exchange that the company is suffering "daily"
difficulties as suppliers seek to enforce claims before E-Star is
due to repay a bond on Oct. 24.  The company, as cited by
Bloomberg, said that the company is receiving orders to pay
suppliers "on a daily basis or requests for starting insolvency
process in some cases".

E-Star Alternativ Nyrt. is a Hungarian energy company.



=============
I C E L A N D
=============


BAKKAVOR GROUP: S&P Affirms & Withdraws 'B-' Corporate Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed and withdrew its 'B-'
long-term corporate credit rating on Iceland-incorporated holding
company Bakkavor Group ehf, and then assigned it to U.K.-based
Bakkavor Finance (2) PLC. The outlook on Bakkavor Finance (2) is
stable.

"At the same time, we affirmed our 'B-' issue rating on the 350
million 8.25% senior secured notes issued by Bakkavor Finance
(2). The recovery rating on the notes is '4', indicating our
expectation of average (30%-50%) recovery prospects in the event
of payment default," S&P said.

The withdrawal of the ratings on Bakkavor Group ehf and
assignment to Bakkavor Finance (2) reflects the completion of an
organizational restructure that will result in the voluntary
liquidation of the parent holding company Bakkavor Group ehf. The
group's food producing operating subsidiaries remain consolidated
under Bakkavor Finance (2).

"We had anticipated the reorganization and it does not affect the
key rating drivers for the Bakkavor group. For more detail, see
'U.K.-Based Bakkavor Downgraded To 'B-' On Weak Operating
Performance And Medium-Term Debt Maturities; Outlook Stable,'
published Aug. 21, 2012, on RatingsDirect on the Global Credit
Portal," S&P said.

"We note that the reorganization was a condition of the reset of
the leverage covenant on Bakkavor Finance (2)'s bank facilities
for 2013. We continue to forecast tight headroom under this
covenant over the next 12 months, which leads us to assess the
group's liquidity as 'less than adequate' under our criteria,"
S&P said.

"In our view, Bakkavor Finance (2) should be able to manage its
liquidity position over the next 12 months, following the
completion of the corporate restructure," S&P said.

"We could take a negative rating action if we believed that
Bakkavor Finance (2) may not be able to comply with its financial
covenants, or if its liquidity position worsened. This may result
from deterioration in operating performance. In addition,
Bakkavor Finance (2)'s failure to make firm progress toward
refinancing its medium-term debt maturities could put pressure on
the rating," S&P said.

"We could take a positive rating action if we believed that
Bakkavor Finance (2) could maintain adequate (15%-30%) covenant
headroom over the medium term, and that it had made progress
toward extending its debt maturities on favorable terms," S&P
said.



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


MBS I PLC: Fitch Affirms 'CC' Rating on Class D Notes
-----------------------------------------------------
Fitch Ratings has affirmed Stanton MBS I plc, as follows:

  -- Class A1 (ISIN XS0202635040): affirmed at 'Asf', Outlook
     Stable
  -- Class A2 (ISIN XS0202637418): affirmed at 'BBsf', Outlook
     Negative
  -- Class B (ISIN XS0202637848): affirmed at 'Bsf', Outlook
     Negative
  -- Class C (ISIN XS0202638499): affirmed at 'CCCsf'
  -- Class D (ISIN XS0202639208): affirmed at 'CCsf'

The affirmation reflects the stable performance of the
transaction since the last review in October 2011.  Class A-1 is
deleveraging due to natural portfolio amortization and also the
interest diversion mechanism.  The latter results from the
overcollateralization tests, which have been breached since 2008.
Since the last review, the class A-1 notes have been repaid by
EUR27 million, representing around 12% of their original size.

The deleveraging of the transaction has offset the negative
rating migration in the portfolio.  The portfolio has been
impacted by the downgrade of several Spanish RMBS assets.  The
transaction exposure to the peripheral eurozone countries
represents approximately 22%.

Stanton MBS I is a securitization of European structured finance
assets, mainly mezzanine RMBS and CMBS assets of sub-investment
grade quality.  The portfolio is actively managed by Cambridge
Place Investment Management LLP, a specialist manager, focused on
asset-backed securities and related instruments.


OLHAUSEN: In Receivership; 160 Jobs Affected
--------------------------------------------
BreakingNews.ie reports that 160 jobs have been lost after
Olhausen was put into receivership.

Receivers were appointed to Olhausen on Wednesday,
BreakingNews.ie relates.

Accordin to BreakingNews.ie, in a statement, BDO confirmed that
Jim Hamilton and David O'Connor have been appointed joint
receivers and managers at the company.

Olhausen is a meat product company.  The company has three
branches in Dublin and Monaghan.



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


BANCA MONTE: May Struggle to Find New Investors
-----------------------------------------------
Sonia Sirlett at Bloomberg News reports that Banca Monte dei
Paschi di Siena SpA, whose shareholders approved a plan to sell
stock or bonds on Tuesday, may struggle to find new investors
because it's the only bank in Italy that still falls short of the
European Banking Authority's capital target.

Shareholders of Italy's third-largest lender gave the go-ahead
for a capital increase of as much as EUR1 billion (US$1.3
billion) to strengthen its finances, Bloomberg relates.  The
world's oldest bank approved in June a plan to raise capital
within five years by selling shares or convertible bonds,
Bloomberg says.

In addition to the EUR1 billion securities sale, Monte Paschi is
seeking to borrow EUR3.4 billion by selling bonds to the state to
boost capital, after Chief Executive Officer Fabrizio Viola
failed to find private funding to meet EBA requirements,
Bloomberg notes.  The bank is also selling assets, buying back
securities and cutting costs, Bloomberg discloses.

Monte Paschi's aid request to the government is its second in
three years, after it obtained EUR1.9 billion in 2009 through the
issue of so-called Tremonti bonds, Bloomberg says.  That debt
would be converted into the new securities and forms part of the
amount requested, Bloomberg states.

Bloomberg notes that while the Italian Parliament approved a bill
allowing the aid in August, the terms of the new bonds haven't
been defined yet because the rules are under review by the
European Commission.

Monte Paschi had a capital shortfall of EUR1.4 billion at the end
of September, compared with EUR3.3 billion a year earlier,
Bloomberg says, citing a statement Oct. 3, when the bank released
updated figures based on stress tests made by the EBA.

Banca Monte dei Paschi di Siena SpA -- http://www.mps.it/-- is
an Italy-based company engaged in the banking sector.  It
provides traditional banking services, asset management and
private banking, including life insurance, pension funds and
investment trusts.  In addition, it offers investment banking,
including project finance, merchant banking and financial
advisory services.  The Company comprises more than 3,000
branches, and a structure of channels of distribution.  Banca
Monte dei Paschi di Siena Group has subsidiaries located
throughout Italy, Europe, America, Asia and North Africa.  It has
numerous subsidiaries, including Mps Sim SpA, MPS Capital
Services Banca per le Imprese SpA, MPS Banca Personale SpA, Banca
Toscana SpA, Monte Paschi Ireland Ltd. and Banca MP Belgio SpA.


UNICREDIT BANK: Fitch Affirms Rating on Hybrid Notes at 'BB+'
-------------------------------------------------------------
Fitch Ratings has affirmed UniCredit Bank AG's (HVB) Long-term
Issuer Default Rating (IDR) at 'A+' with Stable Outlook, Short-
term IDR at 'F1+', Support Rating Floor at 'A+', Support Rating
at '1' and Viability Rating (VR) at 'a-'.

RATING DRIVERS AND SENSITIVITIES - IDRs, SUPPORT RATING AND
SUPPORT RATING FLOOR

HVB's Long-term IDR is at its Support Rating Floor and could be
downgraded if Fitch concluded that government support in Germany
was being diluted through a combination of regulatory, legal and
political changes.  The Support Rating reflects Fitch's view of
an extremely high likelihood of support by the Federal Republic
of Germany if needed.  However, given its ownership structure,
Fitch believes HVB would first look to its 100% owner, UniCredit
S.p.A. (UC; 'A-'/Negative/'F2') for support, if needed.

RATING DRIVERS AND SENSITIVITIES - VR

HVB's VR reflects the bank's standalone credit strength, which
benefits from its well-established domestic corporate and
investment banking (CIB) franchise and strong capitalization
(Fitch core capital ratio at end-H112: 17.3%), which compensates
for the intrinsic earnings volatility of these activities. HVB's
solid capitalization is the key rating strength and Fitch expects
the bank's capital position to remain strong under forthcoming
regulatory changes and the forecast business development.
Therefore, HVB's VR is highly sensitive to any weakening in core
capital ratios.

While the loan/deposit ratio has been trending downwards (end-
H112: 129%), it still shows some reliance on wholesale funding.
However, sources seem well diversified by type and geography.
HVB prudently manages its liquidity and has substantial
counterbalancing capacity, based on its pool of central bank
eligible and unencumbered assets.

HVB's intragroup exposure to other parts of the UC group has
decreased substantially since the beginning of 2012.  Excluding
business-driven exposure, which arises from HVB's role as the
group's hub for CIB business, HVB's true upstream funding, which
describes the intragroup placement of HVB's excess liquidity,
stood at EUR4.7 billion at end-H112.

However, despite reducing intragroup exposure, being part of
UniCredit group might pose potential contagion risk for HVB's
funding franchise from negative developments in the European
sovereign crisis, which cannot be fully excluded.

HVB's credit profile is also characterized by income volatility
due to the bank's CIB focus, and moderate levels of sustainable
operating profitability.  However, Fitch expects income
volatility to reduce, as the bank increases its focus on
customer-driven business and continues to reduce riskier
exposures such as private equity and constrain businesses like
leveraged finance and ship lending.

HVB's CIB business continues to drive financial performance, with
profit contribution from retail and private banking remaining
small.  Fitch acknowledges that retail banking operations provide
HVB with access to more stable retail deposits.  However, a
commercial benefit cannot be easily quantified.

Reflecting the German focus of its exposures, HVB's asset quality
continued to benefit from the resilient German economy. Fitch
expects this stable trend to continue in the coming quarters, but
given the fragile economic situation, this trend could quickly
reverse.  In this context, some risk pockets remain, including
risks from high concentrations in the bank's leveraged buyout
exposure, project finance business and ship lending.  Non-
strategic assets are being worked out and the bank continues to
reduce its exposure to riskier asset classes.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
The ratings of HVB's hybrid capital instruments (issued through
Funding Trusts I and II) reflect the financial standing of the
UniCredit group.  While Fitch acknowledges that the German
regulator could demand a deferral of coupon payment on these
profit-linked instruments in line with the terms and conditions
of the instruments, the agency does not anticipate such
intervention in light of the bank's solid standalone financial
profile.

SUBSIDIARY AND AFFILIATED COMPANY RATING DRIVERS AND
SENSITIVITIES
UniCredit US Finance LLC is wholly owned by HVB.  The Short-term
rating of its Commercial Paper Programme is equalised with HVB's
Short-term IDR and reflects the likelihood of systemic support.
The Short-term rating of the commercial paper programme is
sensitive to the same factors that might drive a change in HVB's
IDR.

The rating actions are as follows:

UniCredit Bank AG

  -- Long-term IDR affirmed at 'A+'; Outlook Stable
  -- Short-term IDR affirmed at 'F1+'
  -- Viability Rating affirmed at 'a-'
  -- Support Rating Floor affirmed at 'A+'
  -- Support Rating affirmed at '1'
  -- Market Linked Securities affirmed at 'A+emr'
  -- Senior unsecured Certificates of Deposit affirmed at 'F1+'
  -- Senior unsecured Debt Issuance Programme affirmed at 'A+'
  -- Senior unsecured Debt Issuance Programme affirmed at 'F1+'
  -- Senior unsecured BMTN Programme affirmed at 'A+'
  -- Senior unsecured EMTN Programme affirmed at 'A+'
  -- Senior unsecured EMTN Programme affirmed at 'A+(Exp) '
  -- Senior unsecured EMTN Programme affirmed at 'F1+(Exp) '
  -- Senior unsecured notes affirmed at 'A+'
  -- Senior unsecured GTD notes affirmed at 'A+'
  -- Short-term debt notes affirmed at 'F1+'
  -- Subordinated notes affirmed at 'BBB+'
  -- Unicredit US Finance LLC
  -- Commercial Paper Programme affirmed at 'F1+'

  -- HVB Funding Trusts I and II
  -- Hybrid Notes affirmed at 'BB+'



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


BTA BANK: Moody's Affirms Deposit Ratings at 'Caa2'
---------------------------------------------------
Moody's Investors Service has affirmed BTA Bank's ratings
following the bank's announcement on October 3, 2012 regarding
its non-binding agreement of its debt restructuring terms with
the bank's creditors steering committee.

The affirmed ratings are BTA's (1) Ca foreign-currency senior
unsecured debt rating; (2) C foreign-currency subordinated debt
rating; and (3) Caa2 local and foreign-currency deposit ratings.

At the same time, Moody's has changed the outlook to stable from
developing on BTA's senior unsecured debt and deposit ratings.
BTA's standalone bank financial strength rating (BFSR) of E
(equivalent to a standalone credit assessment of ca) was
unaffected by the rating announcement and carries a stable
outlook.

RATINGS RATIONALE

BTA has been negotiating the terms of its US$11.2 billion market
debt restructuring with its creditors since it defaulted in
January 2012 and Moody's understands that the bank expects to
complete the debt restructuring by the end of 2012. According to
BTA's announcement, the debt restructuring package, which is
subject to final approval by the bank's creditors and
shareholders, will include the following measures:

(1) The exchange of the current outstanding senior unsecured
bonds and recovery units with new bonds and cash. As a result,
the bank will write-off nearly half of its US$17.9 billion total
liabilities, as of 1 September 2012.

(2) BTA will determine the amount and form of subordinated debt
restructuring.

(3) BTA's controlling shareholder, the Samruk-Kazyna Sovereign
Wealth Fund, will (a) provide the bank with a US$1.59 billion
subordinated loan; (b) increase the interest rate for its US$3.5
billion bonds held by BTA to 6% from 4%; and (c) convert deposits
with BTA into equity in an amount required to achieve a minimum
regulatory Tier 1 capital under Basel II guidelines. This would
be in alignment with IFRS principles of at least 10% post-
restructuring.

The above-mentioned measures, if successfully realised, will
contribute to strengthening BTA's franchise firstly by restoring
its equity as the bank has operated with a negative capital thus
far. BTA's first debt restructuring in 2010 fell short of putting
the bank on a sound footing. The terms of this new debt
restructuring will result in BTA's Tier 1 ratio being above 10%.
Nevertheless it must be noted that BTA will not generate a
positive net income prior to 2014, which is testimony of the
bank's weak financial condition. Moody's will review the bank's
standalone rating following the completion of the debt
restructuring.

--- POTENTIAL PRINCIPAL LOSSES IN LINE WITH CURRENT DEBT RATINGS

The agreed restructuring terms will result in principal losses of
approximately 50% for BTA's two types of senior unsecured bonds
rated by Moody's -- the senior notes and original issue discount
notes. The losses are calculated based on the total consideration
offered for the debt exchange, including cash and present value
of the new bonds discounted by the average coupon rate for BTA's
outstanding rated senior bonds. These potential expected losses
are in line with Moody's expected principal loss range of 35%-65%
for a Ca rating. Therefore, the rating of the senior unsecured
debt remains unchanged at Ca.

The C rating on the subordinated debt is also unchanged as
Moody's expects that the losses for subordinated bond holders
will exceed 65%, which implies a C rating.

Moody's has changed the outlook to stable from developing on the
senior unsecured debt rating due to diminished downside risks.

--- POTENTIAL IMPACT ON BTA'S DEPOSIT RATINGS

BTA's Caa2 local and foreign-currency deposit ratings are based
on its standalone credit strength of ca, and Moody's assumption
of a moderate likelihood of systemic (government) support for
BTA. The progress that has been made thus far in the debt
restructuring process reduces the downside risks for BTA's
depositors stemming from the bank's possible liquidation. The
stable outlook assigned to the deposit ratings reflects (i) the
expected stabilization in the bank's standalone strength as a
result of the debt restructuring and (ii) Moody's expectation of
moderate systemic support probability.

WHAT COULD MOVE THE RATINGS UP/DOWN

Upwards pressure might develop on BTA's standalone and deposit
ratings if the bank successfully completes the debt restructuring
and restores its solvency. The ratings on the outstanding senior
unsecured and subordinated bonds are likely to be withdrawn as
they are exchanged for new bonds.

Downwards pressure might develop on the bank's standalone, debt
and deposit ratings if the announced restructuring terms are not
approved, leading to higher losses for the debt holders and
depositors than the losses Moody's currently anticipates.

PRINCIPAL METHODOLOGIES

The principal methodology used in this rating was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.

Headquartered in Almaty, Kazakhstan, BTA reported total assets
and equity deficit of US$9.66 billion and US$8.12 billion,
respectively, as at end-H1 2012 according to the bank's
regulatory financial statements.



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


FAGE INT'L: S&P Affirms 'B' Long-Term Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
issue and corporate credit rating on Luxembourg-incorporated FAGE
International S.A. (Fage; previously Greece-incorporated Fage
Dairy Industry S.A.). The outlook is negative.

"We have removed all ratings from CreditWatch where we had
originally placed them on June 8, 2012," S&P said.

"The affirmation reflects our view that Fage's new corporate
structure and its growing U.S. business has reduced the group's
exposure to Greece--Fage now generates more than two-thirds of
its revenues outside Greece. Nonetheless, we still believe there
are risks to the company's business should Greece leave the
eurozone, and we continue to estimate there is at least a one in
three chance of a Greek exit. We understand that about 50% of
Fage's revenues are generated by assets located in Greece, and
thus believe a Greek exit could still lead to severe and
prolonged disruptions of Fage's Greek operations, which could
require significant working capital," S&P said.

"We view Fage's recently announced corporate restructuring, which
primarily consists of a change of domicile from Greece
(CCC/Negative/C) to Luxembourg (AAA/Negative/A-1+), as positive
from a credit standpoint. We now believe that the risks linked to
being a Greek incorporated company--including potential reduced
access to capital markets, and legal uncertainties--have been
addressed. At the same time, we believe that Fage will continue
to grow its U.S. operations, which should more than offset the
persistent deterioration of its Greek activities," S&P said.

"The negative outlook reflects our view that we could lower the
rating on Fage if Greece leaves the eurozone, which could result
in severe and prolonged disruptions of Fage's activities in
Greece, where about 50% of its assets are located. Under such a
scenario, we believe working capital requirements could rise
meaningfully, leading to higher short-term borrowings, which
could lead to Fage's liquidity moving outside the adequate
territory, and/or to debt leverage increasing to above 5x," S&P
said.

"We could revise the outlook on Fage to stable if we believed
that the risk of Greece leaving the eurozone had declined or if
Fage continued to meaningfully lower its exposure to Greece,
which could take the form of a different mix of asset locations,"
S&P said.



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


EMF-NL 2008-A: S&P Lowers Rating on Class D Notes to 'CCC'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
EMF-NL Prime 2008-A B.V.'s class A2, A3, B, C, and D notes. "At
the same time, we have raised our rating on the class A1 notes,"
S&P said.

"The rating actions follow our review of EMF-NL Prime 2008-A's
performance. We have conducted a credit and cash flow analysis,
using the most recent transaction information dated July 2012,
and have applied our Dutch residential mortgage-backed securities
(RMBS) criteria," S&P said.

"For Dutch RMBS transactions, we adjust our weighted-average loss
severities (WALS) by applying a 5% decrease in house prices and
giving full credit to the house price index (HPI). If arrears
increase, we adjust our weighted-average foreclosure frequency
(WAFF) by projecting arrears based on historical data. We have
assumed an additional 4% of 90+ day arrears for this transaction
based on historical trends, and our view that arrears may
increase in the future," S&P said.

"The decline in Dutch house prices since our November 2011 review
has increased our estimate of the weighted-average indexed loan-
to-value (LTV) ratio for this pool, and has increased our WALS
estimate. The decline in house prices has had less of a negative
impact on our WAFF, the increase in the WAFF being due to our
assumed arrears. The required level of credit enhancement has
notably increased at each rating level except at the 'BB' rating
level," S&P said.

Rating     WAFF     WALS      CC
level      (%)      (%)       (%)

AAA        35.42    42.09     14.91
AA         29.85    38.10     11.37
A          24.12    32.21     7.77
BBB        17.27    28.36     4.90
BB         14.62    21.85     3.19

CC - Credit coverage.

"As of the July 2012 interest payment date (IPD), the reserve
fund was at 47% of its EUR3.8 million target amount. The issuer
has made a considerable number of drawings from the reserve fund
over the past 12 months due to realized losses on the portfolio,
and an increase in senior fees. These drawings, combined with the
limited pool amortization (99% of interest-only loans in the
pool), have meant that the available credit enhancement to all
classes of notes has decreased since our November review," S&P
said.

"There is no longer a liquidity facility in this transaction,
following Lehman Brothers' insolvency in 2008. Interest
collections on the mortgage loans (less any swap payments) and
the reserve fund are the only features available to make interest
payments on the notes," S&P said.

"The arrears performance for the underlying pool of this
transaction is considerably worse than our Dutch RMBS index--90+
day arrears have increased to 12.48% in July 2012 (the latest
IPD) from 11.88% in July 2011. Cumulative losses in this
transaction have increased significantly to 1.93% in July 2012
from 0.46% in July 2011. In our opinion, the large proportion of
90+ day arrears makes future potential losses likely. If losses
are realized on these loans, it is likely that this will lead to
additional reserve fund draws in the future, based on loss
severity levels experienced in this transaction to date," S&P
said.

"We have lowered our ratings on the class A2, A3, B, and C notes
based on our results of our cash flow analysis. Given that there
is no liquidity facility, the reserve fund is the only source of
external liquidity support. Since our last review, the reserve
fund has decreased and senior fees have increased, and
consequently, our cash flow analysis shows the transaction will
not be able to make timely interest payments at the current
rating levels," S&P said.

"We have lowered our rating on the class D notes to 'CCC (sf)'
because, based on our results of our cash flow analysis, there is
a risk of an interest payment default in the next 12 months. This
will depend on the extent to which interest collections will be
sufficient to absorb any realized losses in the next 12 months
and in particular, the timing of future losses during this
period," S&P said.

"Under our 2012 counterparty criteria, the highest potential
rating on the notes is equal to the issuer credit rating on the
swap provider, Credit Suisse International (A+/Negative/A-1) plus
one notch, with the benefit of the swap in our analysis. However,
we expect the class A1 notes to fully redeem on the October 2012
IPD, given the principal outstanding is significantly less than
average principal collections in each of the last four quarters.
As a result, we have raised our rating on the class A1 notes to
'AAA (sf)' from 'AA- (sf)' and no longer consider the swap to be
material in our analysis," S&P said.

EMF-NL Prime 2008-A is backed by a pool of Dutch self-certified
residential mortgages originated by ELQ Hypotheken N.V.

            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

EMF-NL Prime 2008-A B.V.
EUR200 Million Mortgage-Backed Floating-Rate Notes

Ratings Lowered

A2       BB (sf)        A- (sf)
A3       BB (sf)        A- (sf)
B        B (sf)         BB (sf)
C        B- (sf)        B+ (sf)
D        CCC (sf)       B- (sf)

Rating Raised

A1       AAA (sf)       AA- (sf)


JUBILEE CDO III: S&P Raises Rating on Class D notes to 'CCC+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Jubilee CDO III B.V.'s class A-2, B, D, and R (Comb) notes. "At
the same time, we have affirmed our ratings on the class A-1 and
C notes," S&P said.

"The rating actions follow our assessment of the transaction's
performance, and the application of our relevant criteria for
transactions of this type," S&P said.

"For our review of the transaction's performance, we used data
from the trustee report (dated Aug. 28, 2012), in addition to our
cash flow analysis. We have taken into account recent
developments in the transaction, and have applied our 2012
counterparty criteria, as well as our cash flow criteria," S&P
said.

"Jubilee CDO III has been amortizing since the end of its re-
investment period in April 2009. From April 2009, the transaction
has used scheduled principal proceeds toward principal payment on
the class A-1 notes. Since our last review in July 2011, EUR77.5
million of the class A-1 notes have redeemed. In our view, this
has increased available credit enhancement for all classes of
notes. We have also noted an increase in the weighted-average
spread earned on the transaction's collateral pool to 329 basis
points (bps) from 298 bps," S&P said.

"We have subjected the capital structure to a cash flow analysis
in order to determine the break-even default rate. In our
analysis, we have used the reported portfolio balance that we
consider to be performing (EUR122,227,485), the principal cash
balance (EUR758,216), the current weighted-average spread, and
the weighted-average recovery rates that we considered to be
appropriate. We have incorporated various cash flow stress
scenarios using various default patterns, in conjunction with
different interest rate stress scenarios," S&P said.

"For our counterparty analysis, we have observed that the non-
euro-denominated assets currently comprise 10.83% of the
portfolio. These assets are hedged under a cross-currency swap
agreement. In our cash flow analysis, we considered scenarios
where the hedging counterparties do not perform and where the
transaction is therefore exposed to changes in currency rates,"
S&P said.

"Taking into account our credit and cash flow analyses and our
2012 counterparty criteria, we consider the credit enhancement
available to the class A-2, B, D, and R (Comb) notes in this
transaction to be commensurate with higher ratings. We have
therefore raised our ratings on these classes of notes," S&P
said.

"We have affirmed our ratings on the class A-1 and C notes
because our analysis indicates that the level of available credit
enhancement is consistent with the currently assigned ratings,"
S&P said.

"Our ratings on the class B, C, and D notes were constrained by
the application of the largest obligor default test, a
supplemental test that we introduced in our 2009 criteria update
for corporate collateralized debt obligations (CDOs)," S&P said.

"This test addresses event and model risk that might be present
in the transaction. We observed that the test capped our ratings
on the class B and D notes at higher ratings than the ratings
assigned in our last review. Even though our cash flow analysis
suggests an upgrade for the class C notes, the test caps the
rating at 'B+'. Therefore, taking into account our credit and
cash flow analysis and the results of the test, we have affirmed
our 'B+ (sf)' rating on this class of notes," S&P said.

Jubilee CDO III is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms.

             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

Jubilee CDO III B.V.

EUR359.6 Million Floating-Rate And Deferrable Floating-Rate Notes

Ratings Raised

A-2           AAA (sf)           AA+ (sf)
B             BBB+ (sf)          BB+ (sf)
D             CCC+ (sf)          CCC (sf)
R (Comb)      B+ (sf)            CCC (sf)

Ratings Affirmed

A-1           AAA (sf)
C             B+ (sf)


SNS BANK: Fitch Downgrades Viability Rating to 'bb'
---------------------------------------------------
Fitch Ratings has affirmed SNS Bank's Long-term Issuer Default
Rating (IDR) at 'BBB+' and maintained SNS REAAL's Long- and
Short-term IDRs on Rating Watch Negative (RWN).  The Outlook on
SNS Bank's Long-term IDRs is Stable.  Fitch has also downgraded
SNS Bank's Viability Rating (VR) to 'bb' from 'bbb-' and
simultaneously removed it from RWN.  The Rating Watch Evolving
(RWE) on SRLEV's and REAAL Schadeverzekeringen's Insurer
Financial Strength (IFS) rating has been maintained.

RATING ACTION RATIONALE
The affirmation of SNS Bank's IDRs reflects Fitch's continued
belief there is a high probability that the Dutch state will
provide support to the bank, if required.

SNS REAAL's ratings have been maintained on RWN, on which they
were placed on 18 July 2012.  The RWN reflects Fitch's view that
if all or the majority of the group's insurance operations are
sold, potential future support from the authorities in case of
need would likely be provided to SNS Bank directly rather than
through the holding company.  There are still significant
uncertainties on the scope and breath of the various strategic
options being considered and, as the agency indicated on July 18,
2012, it expects to resolve the RWN placed on SNS REAAL once
there is further clarity on the strategic options.  This could,
in Fitch's opinion, include the likelihood of part or all of the
insurance assets being sold, but would not be restricted to it.

The downgrade of SNS Bank's VR to 'bb' from 'bbb-' and removal
from RWN reflects the heightened risks carried by the bank's
commercial real estate (CRE) loan book (EUR4.2 billion property
development and, to a lower extent, the EUR3.6 billion property
investment -- in total around 4x book equity at end-June 2012) in
the view of the data published by the bank in its first-half
results and the latest commercial property market trends in the
Netherlands (around 80% of the total exposures) and across
Europe.

SNS Bank's VR was placed on RWN on July 18, 2012 (see 'Fitch
Places SNS REAAL on RWN; Affirms SNS Bank at 'BBB+'' available at
www.fitchratings.com), following SNS REAAL's announcement that it
is considering various capital strengthening options to be able
to meet the end-2013 timeline for the repayment of state capital
securities (EUR848 million, including repayment premium) agreed
on with the European Commission (EC).  This raised concerns of an
induced reduced financial flexibility for the bank, because of,
among other factors, difficult economic conditions and property
markets.

Fitch expects that the difficulties in the highly cyclical
commercial property markets will protract if not worsen, notably
in the Netherlands, as the public and private sectors are
undertaking a substantial deleveraging process, given the
reducing refinancing opportunities as financial institutions turn
away from property lending and as the economic conditions remains
weak.  Unlike other major Dutch banks, SNS Bank's CRE portfolio
is dominated by exposures to property development (Property
Finance) which is, by nature, much riskier than property
investment.  In addition, SNS Bank has property development
exposures to countries that have experienced severe real estate
shocks (Spain and US), although these have been largely written-
down and/or foreclosed.

The quality of the Property Finance loan book in run-off
(EUR4.2bn) has further weakened with impaired loans and average
loan-to-value ratios deteriorating again during H112 to high
levels (39.6% and 105.4% respectively).  In addition, the less
risky property investment loan book (Property Finance SME) has
started to experience some deterioration and the relatively low
4.3% impaired loan ratio reported at end-June 2012 is expected to
increase, causing higher loan impairment charges.  Along with
earnings strains in the bank's retail activities due to continued
pressure on net interest margin and higher, but still low, loan
impairment charges, the CRE exposures will cause significant
further losses for the bank over the foreseeable future and,
ultimately, pressure on capital.  The bank has so far succeeded
in mitigating the negative impact on its capital position through
deleveraging (but also through some support from the group's
insurance operations) but would not be able to continue doing so
if the current adverse conditions on the CRE markets protracts,
if not worsen.

In Fitch's opinion, the continued, and potentially increasing,
burden of the property lending on SNS Bank's earnings and
ultimately capital (ahead of the implementation of tougher
regulatory requirements) is not commensurate anymore with an
investment grade standalone creditworthiness.

Fitch placed the insurance operating entities' ratings on RWE on
16 July 2012 reflecting SNS REAAL's announcement that it will
take capital strengthening initiatives by the end of 2012.  All
scenarios are still under review by management and no final
decision has been made yet.  Consequently, Fitch has maintained
the RWE on the insurance operating entities.  Fitch expects to
resolve the RWE once there is greater clarity about the future of
the insurance operations in the context of the group's capital
strengthening initiatives.

RATING DRIVERS AND SENSITIVITIES - IDRS AND SENIOR DEBT

SNS REAAL and SNS Bank's respective Long-term IDRs and senior
debt ratings are at their Support Rating Floor, which means that
there are sensitive to any weakening of the Dutch state's ability
or willingness to provide support.  The RWN placed on SNS REAAL's
IDRs are expected to be resolved once there is further clarity on
the various strategic options envisaged by the group.

SNS Bank's state guaranteed debt securities are rated 'AAA',
reflecting the Netherlands' guarantee and so would be sensitive
to any change in the Netherlands' rating.

RATING DRIVERS AND SENSITIVITIES - VR

SNS Bank's VR reflects its solid franchise in Dutch retail
banking, which has enabled it to maintain a healthy net inflow of
customer deposits during H112, improving its funding mix while
the bank is reducing its loan book (the loans/deposits ratio
improved to 147% at end-June 2012 versus 162% at end-2011).  This
still high loans/deposits ratio indicates that the bank remains
reliant on the capital markets for its funding needs (a
structural feature of Dutch banks), but has regained access to
secured funding in H212 with a EUR1bn covered bond and EUR960m
RMBS placements.  This has further strengthened an already solid
liquidity position.  The VR also incorporates the substantial
strains of the property finance exposure on SNS Bank's earnings
and the related significant challenges for its capital position.

SNS Bank's VR would be vulnerable to any deterioration in asset
quality beyond current expectations causing heightened stress on
capital, but also to a weakening of the bank's core retail
franchise or to any material set-back in its liquidity profile.

RATING DRIVERS AND SENSITIVITIES - SUPPORT RATING AND SUPPORT
RATING FLOOR

SNS Bank's and SNS REAAL's Support Ratings and Support Rating
Floors continue to reflect the high probability of support from
the Dutch state being made available if required, which means
that they are sensitive to any weakening of the Dutch state's
ability or willingness to provide support.  As indicated SNS
REAAL's Support and Support Rating Floor are on RWN.

RATING DRIVERS AND SENSITIVITIES - IFS

The IFS ratings of SNS REAAL's operating insurance subsidiaries,
SRLEV and REAAL Schadeverzekeringen, reflect the insurance
subsidiaries' strong business position in the Dutch insurance
market, solid capital adequacy and stable profitability.  These
strengths are offset by moderate financial flexibility, including
repayment of the capital securities issued by the group to the
Dutch.  Key ratings drivers for a downgrade of the IFS ratings
would be a sustained decline in the group regulatory solvency
ratio to below 150% or a structural decline in the insurance
activities' profitability (for example, if reported net income
was below EUR200m and expected to remain below that level).

Although no final decision has been made yet, Fitch expects
capital strengthening initiatives to be taken in the near future.
The agency still views the sale of the group's insurance
operations, either partly or in total, as a possibility.  If the
insurance operations are acquired by a financially stronger
group, the ratings of SRLEV and/or REAAL Schadeverzekeringen
could be upgraded. However, if the insurance operations are sold
to a financially weaker group, these insurers' ratings could be
downgraded.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

SNS Bank's hybrid Tier 1 securities are notched off SNS Bank's VR
in line with Fitch's rating criteria for such securities and
their downgrade to 'B-' from 'B+' mirrors the two notches
downgrade of SNS Bank's VR.  Given SNS Bank's hybrid Tier 1
securities are notched off SNS Bank's VR, their ratings are
sensitive to any changes in the banks' VR.  Fitch notes that
there is a possibility that the EC will impose some form of
'burden sharing' (such as coupon omission) on SNS Bank's
subordinated debt and hybrid securities if SNS REAAL were not be
able to repay according to the agreed timeframe.

The rating actions are as follows:

SNS REAAL:

  -- Long-term IDR: 'BBB+'; remains on RWN
  -- Short-term IDR: 'F2'; remains on RWN
  -- Support Rating: '2' ; remains on RWN
  -- Support Rating Floor: 'BBB+' ; remains on RWN

SNS Bank:

  -- Long-term IDR: affirmed at 'BBB+'; Outlook Stable
  -- Short-term IDR: affirmed at 'F2'
  -- Viability Rating: downgraded to 'bb' from 'bbb-', RWN
removed
  -- Senior debt: affirmed at 'BBB+/F2'
  -- Market linked notes: affirmed at 'BBB+(emr)'
  -- Hybrid Tier 1 securities: downgraded to 'B-' from 'B+'; RWN
     removed
  -- Commercial paper: affirmed at 'F2'
  -- Support Rating: affirmed at '2'
  -- Support Rating Floor: affirmed at 'BBB+'
  -- Dutch government guaranteed securities: affirmed at 'AAA'

SNS REAAL N.V. Insurance Activities:
SRLEV N.V. IFS: 'A-'; remains on RWE

  -- REAAL Schadeverzekeringen N.V. IFS: 'A-'; remains on RWE

  -- Innovative Tier 1: 'BB+'
  -- Non-innovative Tier 1: 'BB+'



===========
P O L A N D
===========


CENTRAL EUROPEAN: Has US$94MM Loss in Q2, Amends Prior Financials
-----------------------------------------------------------------
Central European Distribution Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss attributable to the Company of
US$93.64 million on US$402.75 million of sales for the three
months ended June 30, 2012, compared with a net loss attributable
to the Company of US$3.33 million on US$425.83 million of sales
for the same period during the prior year.

For the six months ended June 30, 2012, the Company reported a
net loss attributable to the Company of US$33.46 million on
US$724.50 million of sales, in comparison with a net loss
attributable to the Company of US$5.36 million on US$743.91
million of sales for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed US$1.86
billion in total assets, US$1.68 billion in total liabilities,
US$29.55 million in temporary equity, and US$158.10 million in
total stockholders' equity.

                             Liquidity

Certain credit and factoring facilities are coming due in 2012,
which the Company expects to renew.  Furthermore, the Company's
Convertible Senior Notes are due on March 15, 2013.  The
Company's current cash on hand, estimated cash from operations
and available credit facilities will not be sufficient to make
the repayment of principal on the Convertible Notes and, unless
the transaction with Russian Standard Corporation is completed
the Company may default on them.  The Company's cash flow
forecasts include the assumption that certain credit and
factoring facilities that are coming due in 2012 will be renewed
to manage working capital needs.  Moreover, the Company had a net
loss and significant impairment charges in 2011 and current
liabilities exceed current assets at June 30, 2012.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

The transaction with Russian Standard Corporation is subject to
certain risks, including shareholder approval which may not be
obtained.  The Company's 2012 Annual Meeting of Stockholders,
which was postponed due to the need to restate the Company's
financial statements, is expected to be held as soon as
practicable.  The Company believes that if the transaction is
completed as scheduled, the Convertible Notes will be repaid by
their maturity date, which would substantially reduce doubts
about the Company's ability to continue as a going concern.

A copy of the Q2 2012 Form 10-Q is available for free at:

                        http://is.gd/ZTaRjo

                      Amends Periodic Reports

CEDC amended its annual report for the year ended Dec. 31, 2011,
and its quarterly reports for the period ended March 31, 2012,
and Sept. 30, 2011.

As previously disclosed, the Company changed its senior
management at its principal operating subsidiary in Russia, the
Russian Alcohol Group, during April 2012.  Following this change,
senior Company management requested that the new management team
review RAG's business operations and internal controls, including
an assessment of the resources and needs of the corporate finance
and reporting departments.

After completing its accounting investigation, the Audit
Committee has identified accounting irregularities at RAG, which
resulted in the understatement of retroactive trade rebates and
trade marketing refunds, as well as certain other errors that
were concealed from both the Company's senior management and the
independent auditors.

The Company's restated statements of operations at Dec. 31, 2011,
reflect a net loss of US$1.32 billion on US$1.73 billion of
sales, compared to a net loss of US$1.29 billion on US$1.78
billion of sales as originally reported.  The Company's amended
balance sheet at Dec. 31, 2011, showed US$2.01 billion in total
assets, US$1.80 billion in total liabilities and US$207.32
million in total stockholders' equity.  The Company originally
reported US$2.07 billion in total assets, $1.80 billion in total
liabilities and US$266.37 million in total stockholders' equity.
A copy of the amended 2011 Form 10-K is available for free at
http://is.gd/ndjBu7

The Company's restated statements of operations for the three
months ended Sept. 30, 2011, reflect a net loss of US$848.73
million on US$432.94 million of sales, in comparison with a net
loss of US$839.85 million on US$451.59 million of sales as
originally reported.  A copy of the amended Q3 2011 Form 10-Q is
available at http://is.gd/C6EGPb

The restated statements of operations for the three months ended
March 31, 2012, show net income attributable to the Company of
U $60.18 million on US$321.75 million of sales, compared with net
income attributable to the Company of US$62.49 million on
US$323.97 million of sales as previously reported.  A copy of the
amended Q1 2012 Form 10-Q is available at http://is.gd/7TKxKa

                             About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

Ernst & Young Audit sp. z o.o., in Warsaw, Poland, expressed
substantial doubt about Central European's ability to continue as
a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.

                           *     *     *

As reported by the TCR on Aug. 10, 2012, Standard & Poor's
Ratings Services kept on CreditWatch with negative implications
its 'CCC+' long-term corporate credit rating on U.S.-based
Central European Distribution Corp. (CEDC), the parent company of
Poland-based vodka manufacturer CEDC International sp. z o.o.

"The CreditWatch status reflects our view that uncertainties
remain related to CEDC's ongoing accounting review and that
CEDC's liquidity could further and substantially weaken if there
was a breach of covenants which could lead to the acceleration of
the payment of the 2016 notes, upon receipt of a written notice
of 25% or more of the noteholders," S&P said.


PBG SA: Chief Executive Says Merger One of Rescue Options
---------------------------------------------------------
Adrian Krajewski at Reuters, citing Dziennik Gazeta Prawna,
reports that PBG SA believes mergers within the construction
sector could be a way of fixing its financial problems.

According to Reuters, PBG has been in bankruptcy protection since
a series of contracts linked to the Euro 2012 soccer tournament
went sour, and the newspaper quoted the company's chief
executive, Wieslaw Rozacki, as saying a merger could be a
solution.

Mr. Rozacki added that state development agency ARP should be
involved in the project, but declined to comment on whether it
would also include PBG's beleaguered rival Polimex, in which ARP
is to buy a stake of up to 33%, Reuters relates.

"PBG is in constant talks with ARP over some form of aid,"
Reuters quotes the source as saying on a condition of anonymity.

"Polimex does not currently have a big shareholder and if ARP
became one, a tie-up option with PBG could be in the works, but
this is further down the line."

Earlier this year, sources told Reuters that PBG and Polimex,
which run similar construction portfolios, might eventually merge
to avoid bankruptcy.

PBG has been in bankruptcy protection since June, while Polimex
is struggling to keep afloat, Reuters notes.  It plans to spin
off non-core units and secure a debt restructuring deal, as well
as shareholder acceptance for a share issue, Reuters discloses.

PBG SA is Poland's third largest builder.


POLIMEX: Mulls Asset Spin-Offs; Eyes Debt Restructuring Deal
------------------------------------------------------------
Adrian Krajewski at Reuters reports that Robert Oppenheim,
Polimex's chief executive, is likely to return to profit next
year as it targets asset spin-offs and a new deal with creditors
as ways to save the troubled company.

According to Reuters, Mr. Oppenheim told daily Parkiet in an
interview that, "Income from disinvestment and a share issue will
ensure business resources, which together with operational
restructuring will make Polimex a company again booking positive
results and operating cash flows starting from 2013."

Mr. Oppenheim added he hoped to reach a debt restructuring deal
with banks and bondholders "within three weeks" after they have
already waived interest payments to give Polimex time to
restructure its PLN2.5-billion (US$796 million) debt, Reuters
relates.

He did not exclude further write downs this year, Reuters notes.

On Oct. 15, shareholders will decide on the builder's future when
they meet to vote on its plans to issue shares worth some PLN500
million to secure financing, Reuters discloses.

The group plans to sell its Sefako and Energomontaz Polnoc units,
from which it expects to book at least PLN300 million next year,
when it may also spin off railway construction unit Torpol,
Reuters says.

Polimex signed a vital PLN6.3-billion power deal and secured a
lifeline loan from state development agency ARP, Reuters
recounts.

ARP is key to Polimex's survival, Reuters says.  It plans to buy
a stake of up to 33% in the company, and on Friday told Reuters
it was interested in the two units the group has put on the
block.

As reported by the Troubled Company Reporter-Europe, Reuters
related that Polimex is the largest of dozens of Polish
construction companies facing financial trouble after bidding for
cut-price contracts to build roads for the Euro 2012 soccer
championship Poland co-hosted with Ukraine.

Polimex is a Polish construction company.


POLSKI KONCERN: Moody's Changes Outlook on Ba1 Rating to Positive
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Polski
Koncern Naftowy ORLEN S.A ('PKN ORLEN') to positive from stable
and affirms its Ba1 Issuer Rating. Concurrently, Moody's upgraded
the Baseline Credit Assessment ('BCA') of PKN ORLEN to ba2 from
ba3.

RATINGS RATIONALE

The rating action reflects the sustained recovery in operating
performance and financial metrics reported by PKN ORLEN in the
past eighteen months despite the challenging operating conditions
persisting within the European downstream sector. Together with
the completion of the refinancing of its main revolving credit
lines and the sale of its 24.39% stake in Polkomtel for PLN3.7
billion during 2011, this has helped underpin the group's
financial flexibility and recovery in credit metrics.

Since the downturn of 2009, PKN ORLEN's operating profitability
has recovered to healthier, albeit lower than pre-crisis, levels.
This has benefited from robust petrochemical volumes (boosted by
the commissioning of a new paraxylene and PTA plant in Plock) and
margins, as well as resilient contributions from retail
activities underpinned by volume growth, which partially offset
downward margin pressure. While conditions in refining have
remained tough, performance has been supported by the efficiency
and upgrading initiatives implemented with a view to increasing
crude oil throughput, raising diesel production (e.g. new
desulphurization unit in Plock) and improving energy efficiency
(e.g. catalytic cracking plant at Unipetrol).

Moody's notes that PKN ORLEN's financial results have continued
to fluctuate significantly quarter-on-quarter. This has reflected
persistent volatility in refining margins and Ural-Brent
differentials, while a high level of maintenance shutdowns
contributed, at times, to constrain capacity utilization rates
and fuel yields. In the past eighteen months, PKN ORLEN generated
negative free cash flow (before receipt of divestment proceeds)
as a result of a significant working capital increase reflecting
surging crude oil prices. Combined with the negative translation
effect of the depreciation of the Polish zloty on PKN's US dollar
and Euro-denominated debt (44% and 40% of total debt at end of
June 2012), this has prevented any decrease in the group's
absolute level of debt (as adjusted by Moody's). That said,
Moody's also notes that the debt position of PKN ORLEN is
materially inflated by its strategic reserves obligations, which
accounted for PLN8.3 billion of its inventories at the end of
2011, compared to an adjusted net debt of PLN9.8 billion. In this
respect, any change in Polish regulations, which would reduce the
mandatory reserves obligations of PKN ORLEN, would benefit its
financial profile.

Looking ahead, Moody's cautions that the more benign operating
conditions (in terms of refining/petrochemical margins and Ural-
Brent differentials) that have benefited PKN ORLEN in the past
six months, may not extend into 2013. With new capacity expected
to come on stream, margins could come again under pressure at a
time when global economic growth conditions are uncertain. Still,
based on current capex guidance and assuming stable working
capital requirements, PKN ORLEN should be able to return to
positive free cash flow generation and sustain the recovery in
its Moody's adjusted credit metrics, including retained cash flow
to total debt close to 25% and net debt to EBITDA below 3 times.

An upgrade of PKN ORLEN's rating into the investment grade
category would however be predicated on the confirmation that,
leaving Moody's expectations regarding future operating
profitability and cash flow generation aside, the recovery in the
group's financial metrics in line with the above guidance and its
return to positive free cash flow will not be put at risk by its
future investment plans and cash distribution policy, which are
expected to be unveiled during its forthcoming strategic update.

PRINCIPAL METHODOLOGY

The principal methodology used in rating Polski Koncern Naftowy
Orlen S.A was the Global Refining and Marketing Rating
Methodology published in December 2009. Other methodologies used
include the Government-Related Issuers: Methodology Update
published in July 2010.

Headquartered in Plock, PKN ORLEN is the largest oil refining and
fuel retail group in Poland, and one of the leading companies in
this sector in Central Eastern Europe (CEE). The company is
engaged in processing of crude oil into a broad range of
petroleum products, transportation, wholesale and retail
distribution of such products. PKN ORLEN reported revenues of
PLN107 billion and EBITDA of PLN4.4 billion for the fiscal year
ended December 31, 2011.



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


ALROSA OJSC: Fitch Affirms 'BB-' Long-Term Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Russia-based diamond producer OJSC
ALROSA's (Alrosa) Long-term Issuer Default Rating (IDR) and
senior unsecured rating at 'BB-' and Short-term IDR at 'B'.  The
Outlook on the Long-term IDR is Stable.

Fitch assesses Alrosa's standalone IDR at 'B+'.  Alrosa's market
position as the world's largest rough diamond producer by volume,
with the market share of 28% in 2011, and competitive cost
position are the key drivers of its standalone credit profile.
The company's reserve base is also sound.  It has more than 1.0bn
carats of proved reserves, which gives an average mine life of
more than 30 years.

The Stable Outlook reflects Fitch's expectations that the company
will be able to maintain an acceptable liquidity position and
refinance debt maturing over Q412-2013.

Fitch assesses Alrosa's link with its controlling shareholder,
the Russian Federation ('BBB'/Stable), as medium, which provides
a one-notch uplift to the company's standalone ratings.  Support
from the Russian Federation during 2008-2009 included the
purchase of diamonds via the Russian State Depository for
Precious Metals and Stones and financing provided via state-owned
Bank VTB ('BBB'/Stable).  The agency believes that Alrosa's
importance as the largest employer and taxpayer in Sakha
(Yakutia) ('BBB-'/Stable) would lead to further support if
needed.

Increasing macroeconomic uncertainty and the global economy's
material downward revision of growth prospects, including China
and India, may negatively affect demand for diamonds despite
increased demand and rising prices compared with 2011.

Over the past 12 months, Alrosa has continued to reduce
uncertainty regarding operating cash inflows and also build its
sales network with an increase in the share of sales under long-
term contracts with major international and Russian clients to
68% in 2011 from 63% in 2010.

Alrosa faces mining cost inflation at a rate higher than general
inflation, which may place pressure on the company's
profitability over the next two to five years, but this is not
unlike other mining companies in Russia.  An expected increase in
the proportion of underground mining will also affect the average
cash mining costs.  In H112, the company's cash costs per 1 ct of
diamonds produced increased by more than 20% compared with 2011
according to Fitch's calculations.

Rating constraints include Alrosa's lack of product
diversification with exposure to the price cycles of the diamond
market, which follow global economic cycles (although these price
cycles are typically not as severe as for other mined
commodities), and its exposure to the weak Russian business
environment with the associated higher-than average political,
business and regulatory risks.

The rating also reflects the H112 purchasing of 100% interest in
CJSC Geotransgaz and LLC Urengoy Gas Company from companies
affiliated with Bank VTB and minority shareholders for a total
cash consideration of RUB33.0bn.  The transaction was mainly debt
financed.

The intensification of the company's investment activity above
Fitch's earlier expectations resulted in projected negative free
cash flow during 2012-2014.  However, the company has sufficient
flexibility in its capex programme to allow postponement of up to
one-third of capital expenditures in 2013-2014 in case of
deterioration of market conditions.

The company's liquidity position has weakened since Fitch's last
review of the company's ratings.  The company has to repay
USD1.7bn of debt, more than 40% of total, in Q412.  However, the
agency expects Alrosa to be able to successfully refinance its
short-term debt.  Difficulties achieving this goal will likely
lead to negative rating action.

Fitch expects Alrosa to show revenue growth of 6%-8%, and an
expected EBITDAR margin in FY2012 of around 40% with a decline in
FY2013 to around 35% (FY2011: 48.3%).  Fitch expects negative
free cash flow margin during 2012-2014, which will lead to an
increase of FFO adjusted gross leverage to around 2.5x by end-
2012 and to around 3.0x by end-2013 (FY2011: 1.8x), due to
intensification of capex and expected increase of RUB-denominated
cash costs with a rate higher than general inflation.

WHAT COULD TRIGGER A RATING ACTION?
Positive: Future developments that may, individually or
collectively, lead to positive rating action include

  -- FFO adjusted gross leverage below 2.5x on a sustained basis
  -- FFO fixed charge coverage above 3.5x
  -- EBITDAR margin above 32%

Negative: Future developments that may, individually or
collectively, lead to negative rating action include

  -- Inability to roll over maturing debt and attract new
     financing to meet debt obligations
  -- Reduction of support from the Russian Federation
  -- FFO adjusted gross leverage above 4.0x on a sustained basis
  -- FFO fixed charge coverage below 1.0x
  -- EBITDAR margin below 20%


BANK ROSSIYA: S&P Raises Long-Term Issuer Credit Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term issuer
credit rating on BANK ROSSIYA to 'BB-' from 'B+' and affirmed its
short-term rating at 'B'. The outlook is stable. "We also raised
the Russia national scale rating on BANK ROSSIYA to 'ruAA-' from
'ruA'," S&P said.

The upgrade reflects Standard & Poor's view of easing pressure on
BANK ROSSIYA's projected capitalization from reduced future
growth targets and continued sound profitability.

"As a result, we believe that bank's risk-adjusted capital (RAC)
ratio will remain consistently above 5% before adjustments for
diversification in 2012-2014," S&P said.

"BANK ROSSIYA ranks among the Russia's 20-largest financial
institutions and had total assets of Russian ruble 308.8 billion
(about $9.4 billion) as of June 30, 2012. The bank's largest
shareholders include Yuriy Kovalchuk (30.33%) and JSC Gazprom gas
distribution (12.27%), the latter of which is an affiliate of OAO
Gazprom (BBB/Stable/A-2), the world's largest gas producer," S&P
said.

"In addition to 'moderate' capital and earnings, our ratings on
BANK ROSSIYA reflect the 'bb' anchor for a commercial bank
operating only in Russia and our view of the bank's 'moderate'
business position, 'moderate' risk position, 'average' funding,
and 'adequate' liquidity. The stand-alone credit profile (SACP)
is 'b+'," S&P said.

"The stable outlook reflects our base-case scenario, with a
possible consolidation of Sobinbank by the end of 2013, and our
expectation that BANK ROSSIYA will continue its growth strategy
over the next 12-24 months. We expect that this strategy will
bring some reduction in concentrations in the loan portfolio and
funding and improve its net interest margin, but that it could
potentially slightly weaken BANK ROSSIYA's asset quality
metrics," S&P said.

"We could lower the ratings if BANK ROSSIYA's financial profile
were to deteriorate notably, especially if its growth
significantly exceeds our revised expectations and leads to
renewed pressure on capitalization levels, with the RAC ratio
falling below 5%. We could also lower the ratings if we see
significant operational risks materializing as a result of the
realization of the consolidation. The deposit base is very
concentrated and reliant on some large depositors, including
related parties. We could also lower the ratings if we perceive
risks on increasing instability of these large deposits, as it
would indicate a weakening of the bank's funding profile," S&P
said.

"A positive rating action is currently a remote scenario. We
could raise the ratings if the bank's business position improved
to 'adequate' from 'moderate', observed through significant
diversification and franchise growth. Improvements in the risk
position, in particular a significant decrease in concentrations,
could also foster an upgrade, although in our opinion such a
situation seems further in the future than our two-year rating
horizon," S&P said.


VENTRELT HOLDINGS: Fitch Affirms 'BB-' Rating on RUB3-Bil. Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed Ventrelt Holdings Ltd's (Ventrelt or
the group) Long-term foreign currency Issuer Default Rating (IDR)
at 'BB-' with Stable Outlook.  Fitch has also affirmed the senior
unsecured rating of RVK-Finance LLC's RUB3 billion bonds at 'BB-
'.

The ratings of Ventrelt, a leading Russian private water and
wastewater operator, reflect the company's long-term concession
agreements with municipalities to provide essential
infrastructure services, its moderate leverage and existing
funding structure.  Ventrelt operates under the name of
Rosvodokanal and serves over six million customers in several
large cities in Russia and one in Ukraine.  Ventrelt's ratings
are constrained by its limited size and diversification relative
to larger peers and 'BB' rated Russian companies, as well as the
existing regulatory framework in the Russian Federation
pertaining to concession agreements and tariff setting.

In 2011, Ventrelt reported revenues of RUB14.3 billion, a 9.6%
increase yoy mainly due to higher water and wastewater tariffs.
The group's net debt/EBITDA in 2011 decreased to 1.5x from 1.7x
at end-2010.  To better capture operational performance, Fitch
calculates net debt/connection fee adjusted EBITDA, which
decreased to 2.6x at end-2011 (deducting connection fees, the
capital element included in EBITDA).  This ratio is expected to
remain below 4x in the medium term.  EBITDA-based gross interest
cover amounted to 4.4x at end-2011.  Fitch expects that interest
cover will remain comfortably above 3x at the current rating
level.  The agency believes that Ventrelt's capex will be
contained at levels commensurate with available cash flows and
long-term borrowings.

At end-2011 Ventrelt's short-term debt maturities were RUB2
billion, including the RUB1.4 billion EBRD loan due in 2021.  The
company reclassified the EBRD loan as short-term as one of the
borrowers, Kaluzhskiy Oblastnoy Vodokanal LLC, breached a loan
covenant at end-2011.  In March 2012, Ventrelt received a waiver
from EBRD with respect to this covenant breach.  Therefore, Fitch
treats this EBRD loan as long-term in its liquidity analysis at
end-2011.  The group's remaining short-term borrowings of RUB600
million compared well with cash and cash equivalents of RUB1.1
billion at that date.

The RUB3 billion bonds issued by RVK-Finance LLC benefit from
sureties provided on a joint and several basis by several group's
subsidiaries including Kaluzhsky Oblastnoy Vodokanal LLC.  In
March 2012, Ventrelt sold its 100% stake in Kaluzhsky Oblastnoy
Vodokanal LLC and agreed with the buyer that its surety will
remain in place until 2015.  In turn, Barnaulskiy Vodokanal LLC,
a fully-owned group subsidiary, issued a surety to Kaluzhsky
Oblastnoy Vodokanal LLC covering all potential obligations.

Fitch considers Ventrelt's refinancing risk as acceptable due to
its moderate gearing and the implicit support from a number of
Russian banks, including OJSC Alfa-Bank ('BBB-'/Stable), an
entity under common control with the group, and state-controlled
banks that Fitch expects to participate in municipality-related
financings.  Ventrelt's RUB3 billion bonds maturing in 2015 have
a put option in November 2013. In its rating case, Fitch assumes
that bonds will be put by bondholders in 2013 and that Ventrelt
will be able to refinance the bonds.

In March, Ventrelt signed a 30-year concession agreement in the
city of Voronezh.  While Fitch views the group changes as
positive, Ventrelt needs to demonstrate that it can effectively
manage the newly consolidated assets and can maintain and improve
its overall performance, profitability and working capital
management.

Water and sewage tariffs in Russian cities are negotiated
annually between a water utility and a local tariff regulator.
Tariffs represent a cost-plus mechanism and cover operating
expenditure (opex) and planned capex.  The changes in concession
legislation introduced in 2010 provide for long-term tariffs that
should increase earnings visibility in the sector and improve the
legal status and protection of concessionaires.  Fitch expects
long-term water tariffs to be implemented from 2014.  On the
other hand, Russian officials are committed to cap annual utility
tariff increases at below 15%, ie, in line with the annual
indexation of domestic natural gas prices.  Furthermore, from
2012, annual utility tariff increases take place on 1 July and 1
September instead of January 1, thus reducing revenue growth for
all utility companies in Russia.

What Could Trigger A Rating Action

Positive: future developments that may, individually or
collectively, lead to a positive rating action include:

  -- Increased revenue and earnings visibility following the
     implementation of long-term tariffs could lead to a positive
     rating action.
  -- An acquisition-driven increase in Ventrelt's business
     without deterioration of credit metrics would be positive
     for the rating.
  -- Improved cash collection.

Negative: future developments that may, individually or
collectively, lead to a negative rating action include:

  -- An increase in leverage above 4x net debt/connection-fee
     adjusted EBITDA and/or weakening of EBITDA-based interest
     cover below 3x to fund additional capital expenditure or
     acquisitions may lead to a negative rating action.
  -- A sustained reduction in cash generation through a worsening
     operating performance or deteriorating cash collection may
     lead to a negative rating action.

The rating actions are as follows:
Ventrelt Holdings Ltd.

  -- Long-term foreign currency IDR: affirmed at 'BB-'; Stable
     Outlook
  -- Long-term local currency IDR: affirmed at 'BB-'; Stable
     Outlook
  -- National Long-term rating: affirmed at 'A+(rus)'; Stable
     Outlook

RVK-Finance LLC (wholly-owned indirect subsidiary of Ventrelt
Holdings Ltd)

  -- Senior unsecured rating: affirmed at 'BB-'
  -- Senior unsecured rating: affirmed at 'A+(rus)'



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


BANCO DE VALENCIA: Moody's Cuts Mortgage Bond Rating to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 (on review,
direction uncertain) from Ba2 (on review for downgrade) the
ratings of the covered bonds issued by Banco de Valencia S.A. The
rating action is prompted by the downgrade of the issuer's senior
unsecured rating to Caa1, outlook developing, from B3 on review
for downgrade.

RATINGS RATIONALE

Following the downgrade of Banco de Valencia's issuer rating to
Caa1 from B3 on review for downgrade, Moody's has lowered the
issuer's covered bond rating to Ba3 from Ba2 on review for
downgrade. For further information on the rating actions taken by
Moody's Financial Institutions Group, please refer to "Moody's
takes actions on 4 Spanish banking groups due to restructuring
framework" published on 05 October 2012.

The review with direction uncertain placement on the covered bond
ratings reflects the developing outlook on the issuer's rating.

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 (1) a function
of the issuer's probability of default (measured by the issuer's
rating); and (2) the stressed losses on the cover pool assets
following issuer default.

The cover pool losses for this program are 48.4%. This is an
estimate of the losses Moody's currently models if issuer
defaults. Cover pool losses can be split between market risk of
24.7% and collateral risk of 23.7%. Market risk measures losses
as a result of refinancing risk and risks related to interest-
rate and currency mismatches. 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 35.3%.

The over-collateralization (OC) in the cover pool is 129.1%, of
which 25% is provided on a "committed" basis. The minimum OC
level that is consistent with the Ba3 rating target is 25%.
Therefore, Moody's is not relying on "uncommitted" OC in its
expected loss analysis.

All numbers in this section are based on the most recent
Performance Overview.

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.

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

SENSITIVITY ANALYSIS

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

The 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.

The TPI assigned to this program is "Improbable". The TPI Leeway
for this 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, such as (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.

On 21 August 2012, Moody's released a Request for Comment seeking
market feedback on proposed adjustments to its modelling
assumptions. These adjustments are designed to account for the
impact of rapid and significant country credit deterioration on
structured finance transactions. If the adjusted approach is
implemented as proposed, the rating of the notes affected by the
rating action may be negatively affected.

RATING METHODOLOGY

The principal methodology used in this rating was "Moody's
Approach to Rating Covered Bonds" published in July 2012.


* SPAIN: Depositors Blame Ailing Banks for Preferred Share Losses
-----------------------------------------------------------------
Christophe Bjork at Dow Jones Newswires reports that many Spanish
depositors, who poured money - in some cases their life savings -
into high-yielding preferred shares and subordinated bonds issued
by their banks now say they were swindled, that branch bankers
assured them that the complex securities were just as safe as
deposits.

Some banks offered clients the option to swap preferred shares
for deposits or common shares, but the European Union, which is
lending money to Spain to prop up its banks, nixed any such deals
by lenders bailed out by the government, including Novagalicia,
Dow Jones says.  That bank has issued a public apology and agreed
to arbitrate thousands of claims brought by customers, Dow Jones
recounts.

Dow Jones notes that when the economic crisis erupted in Spain,
the securities plunged in value, making it effectively impossible
to resell them.

According to Dow Jones, Spanish Finance Minister Luis de Guindos
described the securities last Wednesday in Parliament as "complex
instruments for institutional investors.  The problem isn't the
product itself.  If people understand it, there's no problem.
The problem is that the securities were placed among people that
didn't understand them."

"Unfortunately, this situation makes us pretty unique - the only
place in the civilized world where these preferred shares were
sold to depositors," Dow Jones quotes Mr. de Guindos as saying.
The Spanish government, he added, is working with the European
Union "to try to find the best possible solution for these
depositors."

Spain's securities regulator said earlier this year that it is
investigating potential marketing irregularities at 11 out of the
19 lenders that sold preferred stock, Dow Jones recounts.

The Spanish Banking Association, which represents listed
commercial banks, says it believes its banks sold the financial
instruments "correctly," but if irregularities are detected, it
expects the securities regulator to impose sanctions on the banks
involved, Dow Jones notes.

Last year, several lenders, including Novagalicia, were bailed
out by the Spanish taxpayers, Dow Jones discloses.  The preferred
shares issued by those lenders stopped paying interest and became
nearly impossible to sell, Dow Jones states.



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


YUKSEL INSAAT: Fitch Maintains 'B-' Rating on US$200-Mil. Notes
---------------------------------------------------------------
Fitch Ratings has maintained Ankara-based construction company
Yuksel Insaat A.S.'s (YI) 'B-' Long-term foreign currency Issuer
Default Rating (IDR) and senior unsecured ratings on Rating Watch
Negative (RWN).  Fitch has also maintained YI's US$200 million
outstanding notes maturing in 2015 'B-' rating at Recovery Rating
of 'RR4' on RWN.

The maintained RWN reflects Fitch's continued concern about the
company's leverage, which is still more than 4.0x Fitch adjusted
gross debt/EBITDAR (5.3x as at FYE 2011), causing YI to exceed a
4:1 leverage bond covenant at the end of 2011.  As at H112, YI
still exceeded the 4:1 bond covenant, which restricts the company
ability to incur additional debt.  Fitch believes that this
limits YI's financial flexibility and may lead to it facing
possible short-term liquidity pressure.  Although most of the
investment plans are already completed for 2012, Fitch believes
that the US$49 million cash balance as of end-June (US$108
million FYE11) does not provide a comfortable liquidity cushion
against possible economic downturns, delays in advance payments,
increasing WC needs or for additional capex needs.

Fitch considers the new financing plans for Izmir Otoyol project
positive for YI's short-term cash position. However, even if the
equity contribution required from YI for the first phase of the
project has decreased, the agency still believes future
investment needs in the Izmir Otoyol project will burden YI's
liquidity.  Although, the recent capital injection by
shareholders (US$7.5 million in September 2012) has mitigated
YI's short term liquidity needs.  However, Fitch believes the
remaining portion (US$22.5 million) of the injection could be
delayed, depending on the success of the asset disposal plans at
the parent level.

YI's liquidity is dependent on cash inflows coming from a small
number of projects, asset/investment sales and upcoming cash
injections coming from its shareholders, which requires
continuous monitoring over the coming few months.

YI's ratings continue to reflect its position as one of the main
construction companies in Turkey, focusing on infrastructure
construction contracts for mostly government entities across
Turkey and the MENA region.  YI has a long track record of
project execution and on-time delivery as well as a cautious
approach to bidding.  The company's strategy is to focus on
projects in oil and gas-producing countries with budget surpluses
and clear investment programs.  YI is therefore well positioned
to benefit from the expected growth in energy demand as well as a
need for infrastructure across many of its and markets (notably
in the Gulf region) where YI has a well-established presence.

WHAT COULD TRIGGER A RATING ACTION?
Positive: Assets disposal and/or additional capital injection
leading to significant de-leveraging and an improved liquidity
position

Negative: Any failure in the deleveraging plan or in providing
additional capital injection from shareholders could put further
pressure on Yuksel's credit profile and result in negative rating
action.


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


CRYSTAL PRINT: Accuses Bibby of Putting Firm in Administration
--------------------------------------------------------------
James Hurley at The Telegraph reports that Crystal Print claims
that Bibby Financial Services brought an insolvency practitioner
to their factory less than two months after the start-up signed
an agreement with the invoice finance lender.

Mags Charnley, financial controller at Crystal Print, said Bibby
would not fund the business to the level they had agreed,
according to The Telegraph.  "Within days of leaving our factory,
they were refusing funds - they said they didn't like half the
customers and wouldn't [fund] the invoices," the report quoted
Mr. Charnley as saying.

Invoice finance firms advance cash against invoices and take
security over the client's debt book in return, which they can
collect following an administration.

The Telegraph notes that in July, Crystal Print secured an
agreement to have 85pc of the value of its invoices advanced.

However, the report relates that Ms. Charnley claims Bibby
Financial advanced much less than agreed and the company's staff
worked for four weeks without wages after Bibby withheld funding.

A Bibby employee then turned up at the company's premises in
September with an insolvency practitioner "threatening to put the
firm into administration," the company claims, the report relays.

However, Bibby rejected the allegations and said the lack of
funding was down to "normal, commercial credit limit decisions
made on individual customers," the report discloses.  Bibby said
the company had made an "unequivocal breach of their agreement in
requesting and receiving payments from customers directly and not
informing Bibby" after the dispute had started, the report says.

The company signed a 'confidential factoring' agreement, whereby
Bibby collects debts in the name of the client, the report notes.
However, Crystal Print director Colin Charnley said he thought he
had been sold an invoice discounting deal, where clients collect
their own debts, the report relates.

The Telegraph adds that Crystal Print also accused Bibby of
sending an unauthorized letter in its name to their customers to
collect invoices after the dispute began.


THEMELEION III: Moody's Corrects October 4 Rating Release
---------------------------------------------------------
Moody's Investors Service has assessed that the execution of a
deed of undertaking on August 6, 2012 by Barclays (A2/P-1, the
swap counterparty) - as part of the remedial actions following
the first rating trigger breach (at loss of A1/P-1 in each case)
under the interest rate swap agreements, will not, in and of
itself at this time result in a reduction or withdrawal of the
current ratings of the notes issued by Themeleion III Mortgage
Finance plc (the "Issuer"). Pursuant to the deed of undertaking,
the swap counterparty undertakes that if its long term senior
unsecured debt is downgraded below A2 or its short term senior
unsecured debt is downgraded to P-2 then, within 30 business days
of the occurrence of any such event, it will implement remedial
action.

Themeleion III Mortgage Finance Plc Class A notes;

Themeleion III Mortgage Finance Plc Class B notes;

Themeleion III Mortgage Finance Plc Class C notes; and

Themeleion III Mortgage Finance Plc Class M notes.

Moody's has assessed the probability and impact of a default of
the swap counterparty on the ability of the Issuer to meet its
obligations under the transaction, including the impact of the
loss of any benefit from the swap and any obligation the Issuer
may have to make a termination payment. As the ratings of the
notes - Caa2(sf) and Caa3(sf) - are below the rating of the swap
counterparty, the execution of the deed of undertaking means the
swap triggers remain consistent with the ratings of the notes.

The principal methodology used in these ratings was Moody's
Approach to Rating RMBS in Europe, Middle East, and Africa
published in June 2012.

Moody's noted that on July 2, 2012, it released a Request for
Comment, in which the rating agency has requested market feedback
on potential changes to its rating implementation guidance for
its "Approach to Assessing Linkage to Swap Counterparties in
Structured Finance Cashflow Transactions". If the revised rating
implementation guidance is implemented as proposed, the rating on
the Notes will not be negatively affected. Please refer to
Moody's Request for Comment, entitled "Approach to Assessing
Linkage to Swap Counterparties in Structured Finance Cashflow
Transactions: Request for Comment" for further details regarding
the implications of the proposed methodology changes on Moody's
ratings.

On August 21, 2012, Moody's released a Request for Comment
seeking market feedback on proposed adjustments to its modelling
assumptions. These adjustments are designed to account for the
impact of rapid and significant country credit deterioration on
structured finance transactions. If the adjusted approach is
implemented as proposed, the rating of the notes affected by
today rating action may be negatively affected.

Moody's will continue to monitor the ratings. Any change in the
ratings will be publicly disseminated by Moody's through
appropriate media.



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X X X X X X X X
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* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than US$3 per
share in public markets.  At first glance, this list may look
like the definitive compilation of stocks that are ideal to sell
short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true value
of a firm's assets.  A company may establish reserves on its
balance sheet for liabilities that may never materialize.  The
prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Thursday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/booksto order any title today.


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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland
USA.  Valerie U. Pascual, Marites O. Claro, Rousel Elaine T.
Fernandez, Joy A. Agravante, Ivy B. Magdadaro, Frauline S.
Abangan and Peter A. Chapman, Editors.

Copyright 2012.  All rights reserved.  ISSN 1529-2754.

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

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

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


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