TCREUR_Public/130520.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

              Monday, May 20, 2013, Vol. 14, No. 98

                            Headlines



A U S T R I A

ALPINE HOLDING: Fails to Raise EUR200 Million From Unit Sales


C R O A T I A

CROATIA AIRLINES: May Face Bankruptcy if Restructuring Plan Fails


C Z E C H   R E P U B L I C

CKD BLANSKO: Creditors File CZK955 Million Worth of Claims


F I N L A N D

WINDERMERE XIV: S&P Lowers Rating on Class D Notes to 'B-'


F R A N C E

CMA CGM: S&P Retains 'B-' Corp. Rating on CreditWatch Positive
SOCIETE GENERALE: Fitch Rates Hybrid Capital Instruments at 'BB+'
* Moody's: French Corporates to Look for New Funding Sources


G E R M A N Y

PROVIDE DOMICILE 2009-1: S&P Affirms 'BB' Rating on Class E Notes


G R E E C E

FREESEAS INC: Issues 350,000 Additional Shares to Hanover
NAT'L BANK OF GREECE: Fitch Upgrades Long-Term IDR to 'B-'
PIRAEUS BANK: S&P Lowers Rating on Non-Deferrable Sub. Notes to D
TANEO: Fitch Upgrades Ratings to 'B-'


I C E L A N D

GLITNIR BANK: DekaBank Loses EUR388MM in Suit Over Gov't Takeover


I R E L A N D

ALME LOAN 2013-1: S&P Assigns 'B' Rating on Class E Notes


I T A L Y

BANCA POPOLARE: Moody's Lowers Long-Term Deposit Rating to 'Ba3'
WIND ACQUISITION: Fitch Rates US$550MM Secured Fixed Notes 'BB'
* Moody's: Italian Commercial Debt Refinancing to Raise Leverage


L I T H U A N I A

BANKAS SNORAS: LHV, RAZFin to Buy Leasing Unit for LTL74 Million
UKIO BANKO: Is Insolvent; Among List of Companies in Debt Default


L U X E M B O U R G

MONIER GROUP: Moody's Changes Outlook on Caa1 Rating to Negative
OXEA SARL: Moody's Revises Outlook on 'B1' CFR to Negative


M O L D O V A

* MOLDOVA: Moody's Says B3 Bond Rating Reflects Very Low GDP


N E T H E R L A N D S

DOME 2006-I: S&P Assigns 'B-' Rating on Class D Notes
DUTCH MBS XV: S&P Affirms 'BB+' Rating on Class E Notes
GRAND HARBOUR I: S&P Assigns Prelim. 'B' Rating on Class E Notes


R U S S I A

BANK VTB: Public Offering to Help Support 'bb-' Viability Rating
MMK FINANCE: Fitch Withdraws 'BB+' Expected Notes Rating
TINKOFF.CREDIT SYSTEMS: Moody's Affirms B2 Debt & Deposit Ratings
UNIASTRUM BANK: Moody's Withdraws 'E' Standalone BFSR
UNIASTRUM BANK: Moody's Withdraws B3.ru Long-Term NSR

* Moody's: Russian CFOs Optimistic on Bank Performance


S E R B I A   &   M O N T E N E G R O

LUKA BEOGRAD: Seeks Creditor Approval of Debt Restructuring Plan


S P A I N

AVANZA SPAIN: Moody's Assigns 'B1' CFR; Outlook Stable
AVANZA SPAIN: S&P Assigns Preliminary 'B+' CCR; Outlook Stable


S W I T Z E R L A N D

CREDIT SUISSE: Fitch Affirms 'BB+' Capital Perpetual Notes Rating


T U R K E Y

CUKUROVA HOLDING: TMSF Seizes Assets Following Debt Default


U K R A I N E

* UKRAINE: S&P Affirms 'B/B' Credit Ratings; Outlook Negative


U N I T E D   K I N G D O M

ATMOSPHERE BARS: In Administration, 2 Bars at Risk
BARCLAYS BANK: Fitch Affirms 'BB+' Preference Shares Rating
BOND AVIATION: Moody's Assigns Definitive B2 Corp. Family Rating
CO-OPERATIVE GROUP: S&P Affirms 'BB+' Ratings; Outlook Negative
DANIEL CONTRACTORS: In Administration, 1,400 Jobs at Risk

DECO 6: S&P Lowers Rating on Class B Notes to 'CCC'
DECO 6: S&P Lowers Rating on Class B Notes to 'CCC'
GALA GROUP: Fitch Raises Rating on GBP350MM Sec. Notes to 'BB'
QUEENSFERRY HOTEL: In Administration, Cuts 40 Jobs
THOMAS COOK: S&P Puts 'B-' Corp. Rating on CreditWatch Positive

THOMAS COOK: Fitch Rates New EUR525MM Unsecured Notes at 'B+'
VEDANTA RESOURCES: S&P Affirms 'BB' Corp. Rating; Outlook Neg.

* Moody's: UK Water Sector's Totex No Impact on Financeability


X X X X X X X X

* Fitch: Investors Uncertain About EU Bank Sovereign Support
* Moody's: European High-Yield Issuance Remains Strong in April
* Moody's: Falling US Oil Imports to Hit Global Shipping Sector
* BOND PRICING: For the Week May 13 to May 17, 2013


                            *********


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


ALPINE HOLDING: Fails to Raise EUR200 Million From Unit Sales
-------------------------------------------------------------
Jonathan Tirone at Bloomberg News, citing Presse, reports that
Alpine Holding GmbH has been unable to raise EU200 million
anticipated through the sale of subsidiaries.

According to Bloomberg, Presse, citing unidentified people
familiar with the company, said that Alpine is unlikely to
receive additional aid from FCC.

Alpine Holding GmbH diverted insolvency threat in March when
creditor banks banks agreed to reduce unprofitable Austrian
builder's liabilities, Bloomberg recounts.

Alpine Holding GmbH is a builder based in Salzburg, Austria.



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C R O A T I A
=============


CROATIA AIRLINES: May Face Bankruptcy if Restructuring Plan Fails
-----------------------------------------------------------------
Kurt Hofmann at ATWOnline reports that as the strike by Croatia
Airlines pilots and flights attendants over pay cuts stretches
into its third day, Minister of Transport Sinisa Hajdas Doncic
said the carrier would go bankrupt if the restructuring plan is
not put into action.

The walkout, which began early Tuesday, continued Thursday as
management and unions failed to reach a deal on new contracts
after two days of negotiations, ATWOnline relates.

According to ATWOnline, local newspapers reported that the unions
said the restructuring measures include plans to cut around 200
employees and salaries to 40%.

In the meantime, the airline is posting a special schedule on its
Web site, ATWOnline notes.

Croatia Airlines, as cited by ATWOnline, said the indefinite
strike is causing only a partial disruption of flight operations.

Croatia Airlines d.d. is the national airline and flag carrier of
the Republic of Croatia.



===========================
C Z E C H   R E P U B L I C
===========================


CKD BLANSKO: Creditors File CZK955 Million Worth of Claims
----------------------------------------------------------
CTK, citing the insolvency administrator's report in the
insolvency register, reports that creditors have filed claims
worth CZK955 million into the insolvency proceedings with CKD
Blansko Strojirny and less than a third of the claims are of
secured creditors.

The Regional Court in Brno declared bankruptcy on CKD Blansko
Strojirny this year in February but the company faces insolvency
proceedings since May 2012, CTK relates.  It has no employees but
still owns machines and equipment, license and cash but the
insolvency administrator has not disclosed their value in the
report, CTK notes.



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


WINDERMERE XIV: S&P Lowers Rating on Class D Notes to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
Windermere XIV CMBS Ltd.'s class A, B, C, and D notes.  At the
same time, S&P has removed from CreditWatch negative its rating
on the class C notes and has affirmed its 'B- (sf)' ratings on
the class E and F notes.

Windermere XIV CMBS is a 2007-vintage European CMBS true sale
transaction, originally backed by eight loans secured on
properties in France, Finland, Italy, and Germany, one of which
has prepaid.

The rating actions follow S&P's review of the underlying loans
and the application of its updated European commercial mortgage-
backed Securities (CMBS) criteria.

On Dec. 6, 2012, S&P placed on CreditWatch negative its rating on
Windermere XIV CMBS' class C notes following the update to its
European CMBS criteria.

                 HAUSSMAN LOAN (36.2% OF THE POOL)

A prime office property in Paris secures the loan.  According to
the April 2013 investor report, the outstanding securitized
balance is EUR255.2 million.

In April 2013, the servicer reported a 4.75x interest coverage
ratio (ICR) and a 60.48% securitized loan-to-value (LTV) ratio,
based on a January 2007 valuation of EUR422 million.  Following
considerable property market declines, S&P considers that the
value of the property is likely to have declined.

The servicer has placed the loan on its watch list following a
breach of the maximum 18-month vacancy period covenant.  The
vacancy rate has remained at 56% for more than 18 months,
following a tenant's departure.

The largest remaining tenant accounts for 99.6% of the rental
income and the lease is due to expire 14 days before the loan
maturity date in January 2014.  This may cause refinancing
problems.

In S&P's opinion, full recovery of this loan appears unlikely in
our base case scenario.

               FORTEZZA II LOAN (35.8% OF THE POOL)

The loan is secured on 11 Italian office properties, 10 of which
are in Rome.  All buildings are fully let to entities linked to
the Italian Ministry of Economy and Finance.  According to the
April 2013 investor report, the outstanding securitized balance
is EUR252.2 million.

The loan matures in January 2014.  In April 2013, the servicer
reported a 1.50x ICR and a 73.7% securitized LTV ratio, based on
an April 2007 valuation of EUR342.4 million.

Following considerable property market declines, S&P considers
that the value of the properties is likely to have declined since
2007.  Consequently, S&P expects the loan to experience principal
losses in its base case scenario.

                   SISU LOAN (12.7% OF THE POOL)

Eighty-four mainly retail properties in Finland secure the loan.
The borrower failed to repay the outstanding principal at its
original loan maturity date in April 2012.  The servicer extended
the loan until April 2013, with the option to extend the maturity
date for another year subject to the satisfaction of various
extension conditions.  The borrower did not meet the extension
targets and consequently, the loan maturity date was not extended
further, resulting in a payment default under the loan agreement.
Consequently, the loan has entered special servicing.

In April 2013, the servicer reported a 33.7% vacancy rate and a
68.0% securitized LTV ratio, based on a March 2013 valuation of
EUR131 million.

This loan is categorized by high vacancies and expenses.  In
S&P's opinion, full recovery of this loan appears unlikely in its
base case scenario.

                   ODIN LOAN (5.5% OF THE POOL)

An industrial/logistics complex in Helsinki, Finland, secures the
loan.  The loan matures in July 2013 and has an outstanding
securitized balance of EUR38.9 million.

In April 2013, the servicer reported a securitized LTV ratio of
68.3%, based on a January 2012 valuation of EUR57 million.

In S&P's opinion, full recovery of this loan appears unlikely in
its base case scenario.

                   GSI LOAN (5.1% OF THE POOL)

A German office property secures the loan.  The property is fully
let to the Ministry of Justice of the Federal State of Saxony-
Anhalt until 2020.

The loan matures in April 2014 and has an outstanding securitized
balance of EUR36.2 million.

In April 2013, the servicer reported a 98.9% securitized LTV
ratio, based on a January 2012 valuation of EUR36.6 million.

In S&P's opinion, full recovery of this loan appears unlikely in
its base case scenario.

                   OTHER LOANS (4.6% OF THE POOL)

German properties back the remaining two loans.  S&P has reviewed
each loan individually and expect full recovery for both loans.

                         RATING RATIONALE

S&P's analysis indicates that the amount of available credit
enhancement for the class A, B, and C notes is no longer
sufficient to address its principal loss expectations under its
rating level scenarios.  Therefore, S&P has lowered its ratings
on the class A, B, and C notes.  S&P has also removed from
CreditWatch negative its rating on the class C notes.

In S&P's opinion, recovery of full principal appears increasingly
unlikely.  S&P believes that it is highly likely that the class
D, E, and F notes will suffer principal losses under its base
case scenario.  Therefore, S&P has lowered to 'B- (sf)' from 'B
(sf)' its rating on the class D notes and has affirmed its 'B-
(sf)' ratings on the class E and F notes.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an property-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

Windermere XIV CMBS Ltd.
EUR1.112 Billion Commercial Mortgage-Backed Floating-Rate Notes

Ratings Lowered

A               BBB (sf)       A (sf)
B               BB-(sf)        BBB (sf)
D               B-(sf)         B (sf)

Rating Lowered and Removed From CreditWatch Negative

C               B (sf)         BB (sf) /Watch Neg

Ratings Affirmed

E               B- (sf)
F               B- (sf)



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


CMA CGM: S&P Retains 'B-' Corp. Rating on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B-' long-term
corporate credit rating on French ship operator CMA CGM S.A. and
its 'CCC' issue rating on the company's senior unsecured notes
remain on CreditWatch with positive implications.  The recovery
rating on the notes is unchanged at '6', indicating S&P's
expectation of negligible (0%-10%) recovery in the event of a
payment default.  The ratings were placed on CreditWatch on
Feb. 28, 2013.

The CreditWatch status reflects S&P's expectation that CMA CGM's
liquidity will likely improve in the short term if the company
successfully finalizes its outstanding measures to increase
liquidity sources.

In S&P's view, CMA CGM's liquidity profile could strengthen if
the group successfully closed the disposal of a 49% stake in
Terminal Link to China Merchants Holdings (International) Company
(CHMI) for EUR400 million in cash, as announced in February 2013,
and its equity deal with Fonds Strategique d'Investissement
(FSI), which in January 2013 agreed to subscribe to bonds
redeemable in shares of CMA CGM for $150 million.  Both
transactions are subject to regulatory approval, which S&P
believes will likely be granted over the next few weeks.

In 2012, CMA CGM's revenues increased by about 7%, year on year,
underpinned by transport volume growth of about 6%.  Largely on
account of large cost savings and improved bunker fuel
efficiency, the reported EBITDA margin recovered to 8.3% from
4.9%, resulting in a surge in reported EBITDA to about $1.32
billion in 2012, from about $730 million in 2011.  This,
accompanied by debt reduction, materially improved CMA CGM'S
credit metrics.  For example, Standard & Poor's-adjusted funds
from operations (FFO) to debt reached about 16% from about 7% in
2011.

According to S&P's base case, it forecasts 2013 revenue growth to
slow to 2%-3%, owing mainly to softer freight rates.  Assuming
the company maintains firm control over its operating costs, CMA
CGM should be able to reach a reported EBITDA margin of 6%-7%.
This, combined with reduced debt as forecast in S&P's base case,
will likely allow CMA CGM to maintain its ratio of adjusted FFO
to debt at about 16% in 2013.

The ratings on CMA CGM continue to be constrained in the short
term by S&P's view of the company's "less than adequate"
liquidity profile, its high debt, and its exposure to the
cyclical, capital-intensive, and competitive container shipping
industry.  However, S&P considers these risks to be partly offset
by CMA CGM's leading global market position, diverse route
network, high-quality and competitive fleet, and above-industry-
average profitability.

S&P will resolve the CreditWatch after CMA CGM completes the
disposal of a 49% stake in Terminal Link and equity deal with
FSI, and once S&P has reviewed the likely impact of the related
cash inflows on the company's liquidity profile.

S&P could raise the rating on CMA CGM, most likely by one notch,
if its liquidity improved markedly and sustainably and its credit
measures appeared to be consistently commensurate with the higher
rating.

Conversely, S&P could affirm or lower the ratings if the disposal
or equity deal were delayed or did not materialize.


SOCIETE GENERALE: Fitch Rates Hybrid Capital Instruments at 'BB+'
-----------------------------------------------------------------
Fitch Ratings has affirmed Societe Generale's (SG) Long-term
Issuer Default Rating (IDR) at 'A+' with a Negative Outlook and
Short-term IDR at 'F1+'. At the same time, the agency has
affirmed the Viability Rating (VR) at 'a-', Support Rating Floor
at 'A+' and Support Rating at '1'.

The rating actions have been taken in conjunction with Fitch's
Global Trading and Universal Bank (GTUB) periodic review. Fitch's
outlook for the sector is stable. Positive rating drivers include
improved liquidity, funding, capitalization and more streamlined
businesses, all partly driven by regulation. Offsetting these
positive drivers are substantial earnings pressure, regulatory
uncertainty and heightened legal and operational risks.

KEY RATING DRIVERS - IDRS, SENIOR DEBT, SUPPORT RATING AND
SUPPORT RATING FLOOR
SG's Long- and Short-term IDRs, Support Rating, Support Rating
Floor and senior debt ratings continue to reflect potential
support from France ('AAA'/Negative), if required, and the Long-
term IDR is at the same level as its Support Rating Floor. The
Negative Outlook on SG's Long-term IDR reflects that on France's
Long-term IDR.

RATING SENSITIVITIES - IDRS, SENIOR DEBT, SUPPORT RATING AND
SUPPORT RATING FLOOR
The Long- and Short-term IDRs, Support Rating, Support Rating
Floor and senior debt ratings are sensitive to a decrease in
France's ability (as measured by its rating) and willingness to
support SG. A downgrade of France's Long-term IDR by one notch
(to 'AA+') would lead to a downgrade of SG's Support Rating
Floor, Long-term IDR and senior debt rating to 'A' and Short-term
IDR to 'F1'.

The IDRs, Support Rating and Support Rating Floor are also
sensitive to a change in Fitch's assumptions around the
availability of sovereign support for French banks. There is a
clear political intention to ultimately reduce the implicit state
support for systemically important banks in Europe and the US, as
demonstrated by a series of policy and regulatory initiatives
aimed at curbing systemic risk posed by the banking industry.
This might result in Fitch revising Support Rating Floors
downwards in the medium term, although the timing and degree of
any change would depend on developments with respect to specific
jurisdictions. In this context, Fitch is paying close attention
to ongoing policy discussions around support and 'bail in' for
eurozone banks. Until now, senior creditors in major global banks
have been supported in full, but resolution legislation is
developing quickly and the implementation of creditor "bail-in"
is starting to make it look more feasible for taxpayers and
creditors to share the burden of supporting large, complex banks.

KEY RATING DRIVERS - VR
SG's VR benefits from its solid and well-performing franchise in
French retail and commercial banking and its leading global
franchise in equity derivatives. However, the VR also factors in
challenges around a somewhat fragmented business mix and
underperformance in CEE/Russia as well as earnings volatility
from corporate and investment banking (CIB) business. Further
negative VR drivers include a high gross impaired loans ratio and
a smaller liquidity buffer than at other GTUBs. Counterbalancing
these, a key driver for the VR is management's focus on
strengthening its balance sheet in terms of both liquidity and
capital.

RATING SENSITIVITIES - VR
The bank's VR could be downgraded if performance in international
retail banking fails to improve and contribute to material
earnings diversification. This could arise from significant
erosion in asset quality in CEE/Russia or from an inability to
increase earnings generation.

In CIB, SG is showing some success in expanding its eurobond
activity and has established itself as a leading player in the
euro corporate bond market, where it has natural synergies with
its large French corporate customer base. Its VR is sensitive to
its sustaining this success, while managing risk appropriately so
as not to be caught by any hike in impairment charges.

Moreover, negative pressure on the VR could come if the bank were
to add to the fragmentation of its business mix and indicate a
lack of strategic focus, for example by making a significant
opportunistic acquisition that did not fit with one if its core
businesses. The VR is also sensitive to SG continuing to
strengthen capitalization and liquidity. Fitch does not expect to
upgrade SG's VR in the near term.

KEY RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND
OTHER HYBRID SECURITIES
Subordinated debt and other hybrid capital issued by SG and SG
Capital Trust III are all notched down from SG's VR in accordance
with Fitch's assessment of each instrument's respective non-
performance and relative loss severity risk profiles, which vary
considerably. Their ratings are primarily sensitive to any change
in SG's VR.

KEY RATING DRIVERS AND SENSITIVITIES - SUBSIDIARY AND AFFILIATED
COMPANY
Societe Generale Acceptance N.V., SG Option Europe and SG
Structured Products Inc. are wholly owned financing subsidiaries
of SG whose debt ratings are aligned with that of SG based on an
extremely high probability of support if required and whose
ratings are sensitive to the same factors that might drive a
change in SG's IDR.

The rating actions are:

Societe Generale
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+'
Commercial paper: affirmed at 'F1+'
Senior unsecured debt: affirmed at 'A+'/'F1+'
Short-term debt: affirmed at 'F1+'
Lower Tier 2 notes: affirmed at 'BBB+'
Upper Tier 2 notes: affirmed at 'BBB-'
Hybrid capital instruments: affirmed at 'BB+'

Societe Generale Acceptance N.V.
Market-linked guaranteed notes: affirmed at 'A+emr'
Senior notes: affirmed at 'A+'/'F1+'
Senior guaranteed notes: affirmed at 'A+'

SG Option Europe
Market-linked guaranteed notes: affirmed at 'A+emr'
Senior notes: affirmed at 'A+'/'F1+'

SG Capital Trust III
Preferred stock: affirmed at 'BB+'

SG Structured Products Inc.
Senior notes: affirmed at 'A+'


* Moody's: French Corporates to Look for New Funding Sources
------------------------------------------------------------
French non-financial corporates are likely to continue to seek
alternative funding sources in response to a tightening of bank
lending and institutional investors' heartier appetites for
corporate debt, says Moody's Investors Service in a report on the
sector entitled "French Non-Financial Corporates Widen Sources of
Funding."

"Specifically, we expect French corporate bond issuance to
continue to increase both in volume and in value terms, given
that bonds present certain advantages over bank loans, including
broader access to longer maturities and foreign currency-
denominated debt, and that banks have tightened their lending
conditions," says Eglantine de Muizon, an Associate Analyst in
Moody's Corporate Finance Group and co-author of the report. "In
addition, the popularity of certain debt instruments, such as
private placements, is likely to grow as they provide needed
diversification of assets for investors and sources of funding
for corporates."

In line with disintermediation, the French corporate bond market
has expanded to include a wider range of industries and credit
profile, including riskier issuers rated in high-yield
territories as well as smaller or privately owned companies.
Moody's believes that this trend is also likely to continue,
reflecting the needs of corporates for varied funding sources and
of investors for diversified portfolios with an increased element
of risk, particularly as they search for higher returns in a low-
rate environment.

However, while presenting some advantages over bank loans, bonds
also require a higher degree of public disclosure from issuers
and are -- to some extent -- less "agile" instruments. These
limits and still-existing barriers to entry for small or sporadic
issuers are driving French corporates towards alternative
financing solutions.

Moody's notes that new kinds of debt instruments have emerged in
France that attempt to mimic the features of existing private
placement instruments in other geographies, such as US private
placements and to a lesser extent the German Schuldschein. In the
wake of these instruments, the first French "euro private
placement" deals have taken place. However, Moody's notes that
these instruments, which combine bond and bank loan features,
still lack uniformity and a consistent legal and contractual
framework; hence, they may carry particular risks for investors
primarily related to creditworthiness, legal protection and
liquidity.



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


PROVIDE DOMICILE 2009-1: S&P Affirms 'BB' Rating on Class E Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
PROVIDE Domicile 2009-1 GmbH's class B, C, and D notes.  At the
same time, S&P has affirmed its ratings on the class A+, A, and E
notes.

The rating actions follows S&P's analysis of the transaction's
performance.

A combination of subordination and a synthetic excess spread
mechanism provide credit enhancement for the notes.  While the
class A+, A, B, C, and D notes benefit from this combination, the
most subordinated class E notes solely rely on available
synthetic excess spread.

Since S&P's previous review of the transaction on Sept. 28, 2011,
cumulative net losses increased to what it considers to be a low
level of EUR489,770 (or 0.3% of the closing balance) from
EUR271,784.  Synthetic excess spread has been available to cure
applied net losses to date, so that the class E notes are still
fully funded.

The transaction's synthetic excess spread equals 6.25 basis
points (bps) per quarter on the portfolio's performing balance.
If unused, it will accumulate to a cap of 25 bps.  While the
transaction amortizes, the amount of available excess spread
amortizes in absolute terms as well.  However, under the
transaction documents, synthetic excess spread is subject to a
EUR2.5 million floor, which will set in on the July 2013 interest
payment date.

The notes pay down sequentially.  Therefore, as the transaction
amortizes, the class A to E notes have remained at the same size
as of closing.  Subordination has since increased the credit
enhancement available to the class A+ to D notes.

According to the April 5, 2013, investor report, the current
outstanding nominal amount of credit events (defined in the
transaction documents as loans that are delinquent for more than
90 days or bankruptcy), has decreased in absolute terms to about
EUR6.3 million from a peak of about EUR8.4 million in Q2 2011.
In Q2 2012, the proportion of credit events as a percentage of
the closing balance increased to about 1.3%--it has since
remained at about this level.

Severe delinquencies of more than 90 days, currently at 0.70%,
have been relatively stable over the past two years, fluctuating
between 0.53% and 0.78% of the current outstanding balance.

In light of realized losses and delinquencies to date, and taking
into account the portfolio's historical recovery rates, S&P has
assessed the likelihood of future losses for both the performing
and nonperforming parts of the pool.  S&P applied a minimum
borrower concentration amount, which superseded the results
from its weighted-average foreclosure frequency and weighted-
average loss severity assumptions for the pool and determines the
required credit enhancement at each rating level.  The number of
obligors to be covered varies at each rating level.  S&P applied
this concentration floor to ensure that credit enhancement is not
below the transaction's aggregate gross exposure to the largest
borrowers in the pool.  S&P found that the available credit
enhancement is above the transaction's aggregate exposure to the
largest borrowers in the pool for the class A+ to D notes.

Following S&P's review, it has raised its ratings on the class B,
C, and D notes due to increased credit enhancement provided by
the subordinated classes of notes and available excess spread.

S&P has affirmed its ratings on the class A+, A, and E notes, as
it considers the current credit enhancement to be commensurate
with the currently assigned ratings.

At closing, PROVIDE Domicile 2009-1 invested the note proceeds in
'AAA' rated certificates issued by Kreditanstalt fur Wiederaufbau
(KfW; AAA/Stable/A-1).  Payments on the notes depend on KfW,
since it provided the certificate collateral backing the notes.
KfW is therefore a fully supporting counterparty under S&P's 2012
counterparty criteria.

The transaction's pool factor (i.e., the percentage of principal
left to be distributed) has decreased to 31% since closing.  S&P
will continue to monitor the development of credit events and
actual losses in the transaction.

PROVIDE Domicile 2009-1 is a synthetic, partially funded, German
residential mortgage-backed securities (RMBS) transaction.

          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

PROVIDE Domicile 2009-1 GmbH
EUR133.7 Million Floating-Rate Credit-Linked Notes

Ratings Raised

B           AAA (sf)           AA+ (sf)
C           AA (sf)            A+ (sf)
D           A- (sf)            BBB (sf

Ratings Affirmed

A+          AAA (sf)
A           AAA (sf)
E           BB (sf)


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


FREESEAS INC: Issues 350,000 Additional Shares to Hanover
---------------------------------------------------------
The Supreme Court of the State of New York, County of New York,
on April 17, 2013, entered an order approving, among other
things, the fairness of the terms and conditions of an exchange
pursuant to Section 3(a)(10) of the Securities Act of 1933, as
amended, in accordance with a stipulation of settlement between
FreeSeas Inc.,  and Hanover Holdings I, LLC, in the matter
entitled Hanover Holdings I, LLC v. FreeSeas Inc., Case No.
153183/2013.  Hanover commenced the Action against the Company on
April 8, 2013, to recover an aggregate of US$1,792,416 of past-
due accounts payable of the Company, plus fees and costs.  The
Order provides for the full and final settlement of the Claim and
the Action.  The Settlement Agreement became effective and
binding upon the Company and Hanover upon execution of the Order
by the Court on April 17, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on April 17, 2013, the Company issued and delivered to
Hanover 560,000 shares of the Company's common stock, US$0.001
par value, on April 22, 2013, the Company issued and delivered to
Hanover 300,000 Additional Settlement Shares, on April 29, 2013,
the Company issued and delivered to Hanover another 325,000
Additional Settlement Shares, and on May 6, 2013, the Company
issued and delivered to Hanover another 335,000 Additional
Settlement Shares.

The Settlement Agreement provides that the Initial Settlement
Shares will be subject to adjustment on the trading day
immediately following the Calculation Period to reflect the
intention of the parties that the total number of shares of
Common Stock to be issued to Hanover pursuant to the Settlement
Agreement be based upon a specified discount to the trading
volume weighted average price of the Common Stock for a specified
period of time subsequent to the Court's entry of the Order.

Since the issuance of the Initial Settlement Shares and
Additional Settlement Shares, Hanover demonstrated to the
Company's satisfaction that it was entitled to receive 350,000
Additional Settlement Shares based on the adjustment formula
described above, and that the issuance of those Additional
Settlement Shares to Hanover would not result in Hanover
exceeding the beneficial ownership limitation set forth above.
Accordingly, on May 10, 2013, the Company issued and delivered to
Hanover 350,000 Additional Settlement Shares pursuant to the
terms of the Settlement Agreement approved by the Order.

A copy of the Form 8-K is available for free at:

                        http://is.gd/iVcmKF

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of Oct.
12, 2012, the aggregate dwt of the Company's operational fleet is
approximately 197,200 dwt and the average age of its fleet is 15
years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$114.35 million in total assets, $106.55 million in
total liabilities and US$7.80 million in total shareholders'
equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions among others raise substantial
doubt about the Company's ability to continue as a going concern.


NAT'L BANK OF GREECE: Fitch Upgrades Long-Term IDR to 'B-'
----------------------------------------------------------
Fitch Ratings has upgraded National Bank of Greece's (NBG),
Piraeus Bank's (Piraeus), Alpha Bank's (Alpha) and Eurobank
Ergasias' (Eurobank) Long-Term Issuer Default Ratings (IDRs) to
'B-' from 'CCC', Short-term IDRs to 'B' from 'C' and Viability
Ratings (VR) to 'b-' from 'f'. The agency has also revised the
Greek banks' Support Rating Floors (SRF) to 'No Floor' from 'CCC'
and affirmed the Support Rating (SR) at '5'.

These rating actions follow the banks' recapitalization and a
more stabilized macroeconomic environment in Greece, which is
reflected in the agency's upgrade of Greece's sovereign rating to
'B-' from 'CCC' with a Stable Outlook. The Outlook on the banks'
Long-term IDRs is Stable, reflecting the close correlation with
that of the sovereign.

KEY RATING DRIVERS - IDRs, VRs, SENIOR DEBT
The Greek banks' Long-term IDRs are upgraded to be in line with
their 'b-' VRs. Senior debt ratings have also been upgraded by
one notch to 'CCC' in tandem with the banks' IDRs, based on RR5
Recovery Ratings. In the absence of Greek authorities' ability to
support the Greek banks, as evidenced by the sovereign's weak
creditworthiness and the receipt of a sizeable IMF/EU bail-out
plan which included support to banks, the four banks' Long-term
IDRs and senior debt ratings are now driven by their improved
stand-alone fundamentals as expressed by their VRs.

The upgrade of the VRs reflects the banks' recapitalization,
which is in its final stage, and a more stabilized macroeconomic
environment in Greece, as expressed by the sovereign upgrade.
Despite the upgrade, at the 'b-' level the VR denotes weak
prospects for ongoing viability as per Fitch's rating
definitions.

Upon the completion of the capital raising exercises in the
coming weeks and considering recent bank acquisitions, the pro
forma EBA core capital ratios are estimated to be above 8% for
NBG, 10.9% for Eurobank, 13.9% for Alpha (excluding the recently
completed liability management exercise) and 14.3% for Piraeus.
Except for NBG, this is above the minimum 9% required by the
authorities. The VRs also reflect the banks' improved deposit
bases and regained access to ECB funding, although banks' funding
and liquidity remain highly vulnerable and dependent on central
bank funding.

The VRs of Alpha and Piraeus acknowledge their improved domestic
retail franchises and market shares following bank acquisitions
in 2012 and Q113, in particular Piraeus which is now the second
largest bank by assets and first by domestic market shares (29%
for both loans and deposits). Piraeus made several bank
acquisitions, including the healthy balance sheet of ATEbank, the
Greek subsidiaries of a French bank as well as a Portuguese bank
and the Greek operation of the three Cypriot banks in a short
period of time, which allowed it to double its assets size to
EUR102 billion. Alpha acquired the Greek subsidiary of Credit
Agricole, Emporiki, which accounted for about 30% of its assets.

NBG is now the second-largest bank by deposit market share (22%
in deposits and 18% in loans) followed by Alpha (20% in deposits
and 24% in loans). After the suspension of the merger between NBG
and Eurobank, Eurobank has lost ground and is now Greece's fourth
largest bank (12% of deposits and 16% of loans). In Fitch's view,
Eurobank will be challenged to create value if it remains as an
independent entity, given its relatively smaller size and
franchise.

The VRs of NBG and Eurobank benefit from some geographical
diversification, especially NBG through its profitable Turkish
operations held by its majority-owned Finansbank A.S. (rated
BBB/Stable). The latter provides NBG good internal capital
generation prospects. This together with its better than peers
credit risk profile, as reflects its better asset quality
indicators and comparatively lower credit loss projections under
the Black Rock exercise (particularly its Greek loan book)
partially mitigates NBG's relatively weaker capital ratios. In
this regard, NBG is currently proceeding with capital enhancement
measures, which include liability management exercises and the
sale of assets. The latter is expected to boost its EBA core
capital significantly by June 2013.

However, the VRs of Greek banks continue to reflect the risk of
potentially higher asset quality and profitability pressures,
which if not contained could ultimately renew capital concerns,
as well as funding vulnerabilities. Banks also face the challenge
of managing restructuring and/or integration risks (particularly
Alpha and Piraeus) whilst the economic conditions will remain
weak, as shown by Fitch's estimates that Greece's GDP will
contract by 4.3% in 2013 and with only a marginal recovery in
2014.

The Stable Outlook on the banks' Long-term IDRs is correlated to
that of the sovereign. Being largely domestic banks, their
revenue generation, credit and funding profiles are, in Fitch's
opinion, highly sensitive to Greece's operating environment.

As per Fitch's rating definitions, the 'RR5' on the senior notes
reflects below average recovery prospects due to downside risks
on asset and liabilities valuations from the weak operating
environment and the relatively large level of assets pledged
(between 38% and 50%), implying some collateral constraints.

According to the Black Rock stress test exercise, Greece's four
largest banks had combined capital needs of EUR27.5bn. The
recapitalization of the four banks has unfolded in several phases
with the Hellenic Financial Stability Fund (HFSF) channelling
most of the capital needs through capital advances. Banks are now
in the final stage of their recapitalization process, which
includes the completion of capital raising exercises and
potentially the issuance of contingent convertible bonds (CoCos),
to be fully subscribed by the HFSF.

Under the terms of Greece's international bail-out, Greek banks
must raise at least 10% of their capital needs from private
investors to remain in private hands.

While most of the capital needs are expected to be covered by the
HFSF, Fitch understands that Alpha's private rights issue will be
fully underwritten by a syndicate of international investment
banks that will allow the bank to reach the minimum private
participation threshold to avoid nationalization and the bank
will not issue heavy interest burden CoCos. NBG and Piraeus also
expect to raise capital through private sources and avoid
nationalization. Also they may avoid issuing CoCos. Eurobank, by
contrast, is the only bank that has stated that it cannot meet
the 10% threshold and will be nationalized through an imminent
capital injection by the HFSF.

Fitch expects banks' capital ratios to remain under pressure in
2013 as profitability and asset quality will continue to
deteriorate. However, capital pressures may ease thereafter
unless risks of a prolonged and/or deeper recession renew. While
capital ratios at Alpha and Piraeus compare better than their
domestic peers', these need to be seen in light of their higher
pro forma impaired loan (NPL) ratios following acquisitions of
weaker banks. Also, these banks, especially Piraeus, face larger
restructuring and integration risks.

Greek banks' NPL ratios have followed a rapidly increasing trend
since 2008 caused by five consecutive years of economic
recession. The reported NPL ratios at end-2012 were 19% for NBG
(coverage of 54%), 22.8% for Eurobank (42.8%), 28.6% for Alpha
(52%) and 28% for Piraeus (52%). The ratios for Alpha and Piraeus
are pro forma, which means they include recent bank acquisitions.
Fitch expects NPLs to continue rising in 2013, albeit at a slower
pace as evidenced in the Q412 results.

The four banks made net losses in 2012 mainly due to margin
compression and large loan impairment charges (LIC). Fitch
expects operating profitability to be negative in 2013 given
further revenue pressures and sustained high LIC.

The four banks' aggregate net loans/deposits ratio improved to
132% at end-2012 from 142% at end-2011, although figures are not
fully comparable due to bank acquisitions in 2012. This was
largely the result of loan contraction, although a degree of
deposit recovery has also been observed since H212, helped by a
stabilization of Greece's political climate and the fading away
of the risk of a Grexit. However, the consolidation of this
deposit trend still needs to be tested, also in view of
depositors' fragile confidence in the aftermath of the Cypriot
banking crisis.

Central bank funding continues to underpin banks' funding and
liquidity, representing about 25% of banks' total assets at end-
Q113 from the peak at 32% at end-August 2012. In Fitch's view,
correcting banks' funding imbalances will take time, illustrating
constraints to access wholesale markets. Positively, Greek banks
became ECB eligible from January 2013, and this enabled them to
replace more expensive Emergency Liquidity Assistance funds.

KEY RATING DRIVERS - SRs AND SRFs
The SRs and the revision of the banks' SRFs to 'No Floor'
reflects Fitch's view that despite the banks' systemic
importance, future support to Greek banks cannot be relied upon
in light of scarce resources at the Greek authorities' disposal,
even though the state's willingness to provide support may be
high.

RATING SENSITIVITIES - VRs AND IDRs
Any change in the Greek banks' IDRs will be driven by changes in
their VRs, for which there is little upside potential in the near
term given the challenges that Greek banks are facing.

Greek banks remain highly vulnerable to the Greek macroeconomic
developments. Their overall financial strength is sensitive to
the recessionary pressures in Greece and the risk of this
prolonging in time, the return to profits, capacity to absorb
further loan losses without putting renewed concerns on capital
levels, a material reduction in central bank funding and to
depositors' and investors' confidence. Also, banks will need to
attain targeted synergies from integration and restructuring,
which are vital for future profitability.

RATING SENSITIVITIES - SRs AND SRFs
Greek banks' SRs and SRFs could benefit from a considerable
improvement in the government's ability to provide extraordinary
support, although this seems unlikely in the near term
considering Greece's debt profile and prevailing sovereign
downside risks. Fitch also notes the intent within the EU to
reduce implicit state support for banks in view of the EU bank
resolution proposals.

KEY RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND
OTHER HYBRID SECURITIES
Fitch has affirmed the bank's subordinated debt and hybrid
capital issues at 'C/RR6' and 'C', respectively, highlighting a
high probability of non-performance under Fitch's definitions.
Under Fitch's criteria, hybrid non-performance can arise in a
number of ways, including coupon deferral or omission or if a
tender or exchange offer is considered to be a distressed debt
exchange.

The ratings of Greek banks' subordinated debt and hybrid capital
issues are primarily sensitive to any change in the banks' VRs.
The RRs are sensitive to various factors, most importantly
valuation and availability of free assets and the mix of
unsecured and secured liabilities.

The rating actions are as follows:

NBG:
Long-term IDR upgraded to 'B-' from 'CCC'; Stable Outlook
Short-term IDR upgraded to 'B' from 'C'
VR upgraded to 'b-' from 'f'
Support Rating affirmed at '5'
Support Rating Floor revised to 'No Floor' from 'CCC';
Senior notes upgraded to 'CCC'/'RR5' from 'CC'/'RR5'
Short-term senior notes upgraded to 'B' from 'C'
Hybrid capital affirmed at 'C'
State-guaranteed issues upgraded to 'B-' from 'CCC'

Piraeus Bank:
Long-term IDR upgraded to 'B-' from 'CCC'; Stable Outlook
Short-term IDR upgraded to 'B' from 'C'
VR upgraded to 'b-' from 'f'
Support Rating affirmed at '5'
Support Rating Floor revised to 'No Floor' from 'CCC'
Senior notes upgraded to 'CCC'/'RR5' from 'CC'/'RR5'
Commercial paper upgraded to 'B' from 'C'

Alpha Bank:
Long-term IDR upgraded to 'B-' from 'CCC'; Stable Outlook
Short-term IDR upgraded to 'B' from 'C'
VR upgraded to 'b-' from 'f'
Support Rating affirmed at '5'
Support Rating Floor revised to 'No Floor' from 'CCC';
Senior notes upgraded to 'CCC'/'RR5' from 'CC'/'RR5'
Short-term senior notes upgraded to 'B' from 'C'
Market-Linked Senior notes upgraded to 'CCCemr'/'RR5' from
'CCemr'/'RR5'
Subordinated notes affirmed at 'C'/'RR6'
Junior subordinated notes affirmed at 'C'
Hybrid capital affirmed at 'C'
State-guaranteed issues upgraded to 'B-' from 'CCC'
Short-term state-guaranteed issues upgraded to 'B' from 'C'

Eurobank:
Long-term IDR upgraded to 'B-' from 'CCC'; Stable Outlook
Short-term IDR upgraded to 'B' from 'C'
VR upgraded to 'b-' from 'f'
Support Rating affirmed at '5'
Support Rating Floor revised to 'No Floor' from 'CCC';
Senior notes upgraded to 'CCC'/'RR5' from 'CC'/'RR5'
Short-term senior notes upgraded to 'B' from 'C'
Market-Linked Senior notes upgraded to 'CCCemr'/'RR5' from
'CCemr'/'RR5'
Commercial paper upgraded to 'B' from 'C'
Subordinated notes affirmed at 'C'/'RR6'
Hybrid capital affirmed at 'C'
State-guaranteed issues upgraded to 'B-' from 'CCC'
Short-term state-guaranteed issues upgraded to 'B' from 'C'

The rating impact, if any, from the above rating actions on Greek
banks' subsidiaries and covered bonds will be detailed in
separate comments.


PIRAEUS BANK: S&P Lowers Rating on Non-Deferrable Sub. Notes to D
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered to 'D'
from 'CC' its issue ratings on its non-deferrable subordinated
notes issued by Piraeus Group Finance PLC and guaranteed by
Piraeus Bank (Piraeus).

S&P's downgrade of Piraeus' subordinated debt follows the bank's
May 13 announcement of the launch of a tender offer on the
outstanding amount of its dated subordinated debt and its Tier 1
preferred securities.  As of now, the total amount of dated
subordinated debt was EUR262 million and the total amount of
preferred securities was EUR59 million.

These rating actions do not affect our counterparty credit
ratings on Piraeus or any other related issue ratings (see
paragraph 15 of our criteria article " Timeliness Of Payments:
Grace Periods, Guarantees, And Use Of 'D' And 'SD' Ratings,"
published Dec. 23, 2010, on RatingsDirect.

"The downgrade reflects our opinion that the proposed tender
offer constitutes a distressed exchange, as it implies that
investors will receive less value than the promise of the
original securities.  Additionally, we think the offer is not
purely opportunistic.  The tender proposes to buy back the
preferred securities at 35% of nominal value and subordinated
debt at 55% of nominal value.  We understand the offer follows
the European Commission's request that Greek banks conduct a
liability management exercise for their remaining subordinated
debt as part of the recapitalization of the Greek banks," S&P
said.

Piraeus Bank recently announced a large recapitalization plan to
restore an adequate level of regulatory capital.  This is
designed to withstand the impact of large losses in 2011 and 2012
and the material loan-portfolio losses the Bank of Greece is
assuming in its stress test on Piraeus over the next three years.
Piraeus is therefore issuing new ordinary shares up to EUR8.4
billion.  The portion that will not be placed with private
investors will be covered by the Hellenic Financial Stability
Fund, which has already committed the full amount to Piraeus.
S&P's long-term rating on Piraeus is 'CCC', with a negative
outlook.  S&P believes these factors heighten investors'
perception that repayment of the nondeferrable subordinated debt
is becoming increasingly uncertain.

S&P is not lowering the rating on the bank's preferred
securities; it is already at 'C' following Piraeus' previous
decision to defer the coupon payment from July 2012.

S&P's different ratings on both debt instruments reflect the
different features that it believes is incorporated in hybrid
capital instruments, compared with other instruments.  As S&P
explains in its criteria, an exchange offer on an equity hybrid
instrument may reflect the possibility that, absent the exchange
offer taking place, the issuer would exercise the coupon deferral
option under the terms of the instrument.  In this case, S&P
would revise the rating on the hybrid to 'C' rather than the 'D'
rating S&P would use for non-hybrids.  Since deferral on a hybrid
under its terms (outside the offer scenario) would result in a
'C' rating, a distressed exchange offer would unlikely lead to a
lower rating than 'C'.

On completion of the tender offer, S&P will review its ratings on
any untendered nondeferrable subordinated debt.


TANEO: Fitch Upgrades Ratings to 'B-'
-------------------------------------
Fitch Ratings has upgraded 24, affirmed five and downgraded one
tranche of 12 Greek structured finance transactions (two ABS, 10
RMBS). In addition, the three tranches of Lithos Mortgage Finance
Plc (Lithos) have been placed on Rating Watch Evolving (RWE)
pending the outcome of investigation into the transaction's
recent performance.

KEY RATING DRIVERS

- Country Ceiling Upgrade
Following the upgrade of the Greek sovereign by one notch to 'B-
', the agency revised the country ceiling for Greece to 'B' from
'B-'. Consequently, Fitch has upgraded those RMBS tranches that
were constrained by the previous country ceiling and have
sufficient credit enhancement to withstand the agency's 'Bsf'
stresses.

- Credit Linked to the Greek Sovereign
Fitch considers the creditworthiness of New Economy Development
Fund S.A. (Taneo) to be linked to that of the Greek sovereign and
has therefore increased its ratings to 'B-' from 'CCC'. The value
of Taneo's assets and the corporate creditworthiness of Taneo are
insufficient to allow de-linkage from the sovereign rating. The
notes were issued in 2003 and are due in June 2013. Taneo is a
fund of funds that aims to make investments in funds that will in
turn invest in small- to medium-sized firms located in Greece and
specializing in new technologies. Amounts realized from the fund
investments are well below the amount required to repay the
notes. At note maturity this shortfall will be payable by the
Greek central government guarantee.

- Aeolos S.A. is not fully credit-linked to the sovereign.
Aeolos's notes were issued in 2002 and are due in 2019. The notes
are backed by receivables due from route charges levied on
airlines for the use of the Greek airspace. Although seasonal,
the performance of the receivable flows has been strong and
stable over the years and comfortably covered payments according
to the scheduled amortization. The terms of the notes include a
provision for noteholders to call an event of default if the
sovereign defaults. This option was not exercised when the Greek
sovereign defaulted in 2012. Fitch believes the generated
cashflows would be strong enough to ultimately repay all
principal and interest and therefore has upgraded the notes to
'B' in line with the sovereign ceiling from 'CCC'.

- Deteriorating Performance
The asset performance of Byzantium Finance Plc has observed a
marked deterioration in the past year, with the portion of loans
in arrears by at least three months excluding defaults as a
percentage of collateral balance reaching 24.7% in April,
compared to 8.2% 12 months earlier. Fitch believes this
deterioration is due to a combination of the adverse
macroeconomic conditions and the tail risk associated with the
small remaining balance of the pool. As of April 2013, the pool
factor stood at 12.8%. The downgrade of the class B note to
'CCCsf' from 'B-sf' reflects the agency's concern with tail risk
in this transaction.

- Further Investigation Required for Lithos
Lithos Mortgage Financing PLC has also observed a deterioration
in performance with the level of 3m+ arrears increasing to 26.8%
from 21.1% a year earlier. It appears that a portion of loans
which are in arrears on payments by more than 12 months and
therefore classified as defaulted have yet to be provisioned.
This partially explains why the reserve fund remains fully funded
despite the performance deterioration. Fitch has contacted the
servicer and report provider to get further understanding of the
reason for these loans to not have been categorized as defaulted
and has placed all the tranches on RWE as it awaits a response.

RATING SENSITIVITIES

- Further rating movement of the Greek sovereign IDR or country
  ceiling may cause the agency to take action on associated
  tranches.

- A change in legislation that has a material effect on mortgage
  borrower behavior or repossession activity would cause the
  agency to revise its assumptions and could have a negative
  effect on the ratings.



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


GLITNIR BANK: DekaBank Loses EUR388MM in Suit Over Gov't Takeover
-----------------------------------------------------------------
Omar R. Valdimarsson at Bloomberg News reports that DekaBank
Deutsche Girozentrale, the third-biggest creditor in failed
Glitnir Bank hf, lost a EUR388 million (US$499 million) lawsuit
against Iceland's Treasury in a ruling by the island nation's
Supreme Court.

DekaBank, based in Frankfurt, demanded damages from the Treasury
for imposing emergency legislation that allowed the government to
take over Glitnir in October 2008, and for failing to properly
monitor financial institutions in the north Atlantic country,
Bloomberg relates.

According to Bloomberg, the ruling posted on the court's Web site
on Friday said "It's absolutely clear that the circumstances in
the Icelandic financial markets in the fall of 2008 permitted"
that emergency legislation would be imposed by the authorities.
"It has not been proven that the action taken was more inflictive
than necessary," the ruling said.

Glitnir, Kaupthing Bank hf and Landsbanki Islands hf all failed
within days of each other in October 2008, Bloomberg recounts.
That left creditors struggling to recover US$85 billion in debt,
Bloomberg notes.  DekaBank is owed ISK67.6 billion, Bloomberg
says, citing a written answer to parliament by former Economy
Minister Gylfi Magnusson.

                        About Glitnir Banki

Headquartered in Reykjavik, Iceland, Glitnir banki hf --
http://www.glitnir.is/-- offers an array of financial services
to corporation, financial institutions, investors and
individuals.

Judge Stuart Bernstein of the U.S. Bankruptcy Court for
the Southern District Court of New York granted Glitnir
permission to enter into a proceeding under Chapter 15 of the
U.S. bankruptcy code on January 6, 2008.



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


ALME LOAN 2013-1: S&P Assigns 'B' Rating on Class E Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its credit ratings to
ALME Loan Funding 2013-1 Ltd.'s EUR289.10 million floating-rate
class A-1, A-2, B, C, D, and E notes.  At closing, ALME Loan
Funding 2013-1 also issued an unrated subordinated class of
notes.

S&P's ratings reflect its assessment of the collateral's credit
quality.  The portfolio, as of closing, is diversified, primarily
comprising broadly syndicated speculative-grade senior secured
term loans and senior secured bonds.

S&P's ratings also reflect the credit enhancement available to
the rated notes through the subordination of cash flows payable
to the subordinated notes.  S&P subjected the capital structure
to a cash flow analysis to determine the break-even default rate
for each rated class of notes.

In S&P's analysis, it used the target par amount, the covenanted
weighted-average spread, the covenanted weighted-average coupon,
and the covenanted weighted-average recovery rates.  S&P applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

The ratings assigned to the notes are commensurate with S&P's
assessment of available credit enhancement following its credit
and cash flow analysis.  S&P's analysis shows that the credit
enhancement available to each rated class of notes was sufficient
to withstand the defaults applicable under its supplemental tests
(not counting excess spread) outlined in S&P's corporate
collateralized debt obligation (CDO) criteria.

In S&P's analysis, it considered that the transaction documents'
replacement and remedy mechanisms adequately mitigate the
transaction's exposure to counterparty risk under its 2012
counterparty criteria.

Following the application of S&P's criteria for nonsovereign
ratings that exceed eurozone (European Economic and Monetary
Union) sovereign ratings, it consider the transaction's exposure
to country risk to be sufficiently mitigated at the assigned
rating levels as the concentration of the pool comprising assets
in countries rated lower than 'A-' is limited to 10% of the
aggregate collateral balance.

The transaction's legal structure is bankruptcy-remote, in
accordance with S&P's European legal criteria.

ALME Loan Funding 2013-1 is a European corporate cash flow
collateralized loan obligation (CLO) securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued by European borrowers.  Apollo Credit Management
(CLO) LLC is the collateral manager.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

        http://standardandpoorsdisclosure-17g7.com/1476.pdf

RATINGS LIST

ALME Loan Funding 2013-1 Ltd.
EUR334.23 Million Floating-Rate And Subordinated Notes

Class                 Rating          Amount
                                    (mil. EUR)

A-1                   AAA (sf)         195.00
A-2                   AA (sf)           27.00
B                     A (sf)            27.00
C                     BBB (sf)          15.20
D                     BB (sf)           11.90
E                     B (sf)            13.00
Sub                   NR                45.13

NR-Not rated.



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


BANCA POPOLARE: Moody's Lowers Long-Term Deposit Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service downgraded Banca Popolare di Milano's
(BPM) standalone bank financial strength rating (BFSR) to E+,
equivalent to a baseline credit assessment (BCA) of b1, from
D+/ba1, and its long-term deposit rating by three-notches to Ba3
from Baa3. The bank's senior debt rating was also downgraded to
Ba3 from Baa3. The rating agency has also placed all these
ratings on review for further downgrade, with the exception of
the BFSR and the short-term deposit rating. This rating action
concludes the review initiated in November 2012.

The downgrade and review are driven by Moody's concerns about:
(1) BPM's deteriorating asset quality and its concentration to
the real-estate sector; (2) earnings pressure that is expected to
persist on the back of significant losses recorded in 2011 and
2012; and (3) the bank's modest capital base, which provides a
limited loss-absorption cushion. The current rating review will
also focus on the bank's capital raising plans, its potential
transformation into a joint-stock company, the results of the
recent inspection carried out by Bank of Italy, and the bank's
quarterly performance in 2013.

Ratings Rationale:

The first driver of this rating action is BPM's weakening asset
quality, with the bank reporting a 34.6% annual increase in gross
impaired loans to 11.5% of gross loans in 2012 from 8.5% in 2011.
Impaired loans -- which include non-performing loans
(sofferenze), watchlist (incagli), restructured (ristrutturati)
and past due loans (scaduti) -- are likely to continue to
deteriorate throughout 2013 and into 2014, given the ongoing
recession in Italy and the time lag of asset impairments
(typically, 12-18 months after a downturn). BPM also reports a
relatively low, by international standards, provisioning coverage
for impaired loans of 34.3% in 2012, although this is an
improvement on the 28% recorded in 2011. Moreover, the bank
maintains high concentration to the real-estate sector (14.3% of
total loans to non-financial companies) and to the construction
sector (22.8%) as at year-end 2012, which elevate risks to its
credit profile.

The second driver of the rating action is the pressure on BPM's
earnings, that is likely to persist in 2013. The bank incurred a
net loss of EUR430 million in 2012, compared to a net loss of
EUR614 million in 2011, mainly driven by a 17% increase in loan
loss provisions and one-off items of EUR368 million, although the
rating agency recognizes that goodwill has been completely
written off with no future impairments expected. Normalized
earnings (excluding non-recurring items) for 2012 indicate a loss
of EUR62 million, suggesting that the bank's credit costs
continue to exceed its pre-provision income. Moody's expects that
BPM's earnings pressure will persist on the back of elevated loan
loss provisions, low net interest margins and limited new
business opportunities, leading to subdued loan growth.

The third driver of the rating action is Moody's concerns with
regards to BPM's capital levels. At year-end 2012, BPM's Core
Tier 1 ratio (CT1) was a modest 8.4% (2011: 8%), following a 5.7%
decrease in risk-weighted assets (RWAs). Moody's notes that
following an inspection in 2011, the regulator forced the bank to
increase its RWAs, with an add-on to account for its more risky
real-estate exposure and due to a degree of operational weakness
not previously recognized. The bank plans to raise around EUR500
million in new capital through a rights issue in Autumn 2013, the
proceeds from which will be used to replace its Tremonti bonds
(hybrid subscribed by the Italian government in 2009 and
recognized as CT1, which the bank intends to repay in June 2013),
provided this is authorized by the Italian Finance ministry and
the regulator. Although the bank's CT1 is likely to benefit in
case of removal of the RWA 'add-on' from the regulator and the
adoption of the internal ratings-based (IRB) approach over the
medium term, Moody's believes that the bank's current
capitalization level provides a relatively low loss absorption
cushion, which is not commensurate with the bank's previous
rating level.

Moody's has also downgraded the rating on the preferred stock
(Tier 1 instruments) issued by BPM and its fully backed vehicle
BPM Capital Trust I to Caa2(hyb) from B3(hyb). The non-cumulative
preferred securities continue to be rated on an expected loss
basis, reflecting the rating agency's expectation that the bank
will likely continue skipping coupon payments in 2013, as was the
case in 2012. The rating on these instruments remain on review
for downgrade, mainly to reflect the ongoing review on BPM's
ratings.

Focus of the Review

The current rating review will mainly focus on:

- BPM's success in its capital raising plan, which is expected to
be approved by an extraordinary general meeting on June 22, 2012.

- The potential transformation into a joint-stock company from a
cooperative bank, and possible delays to this, as well as on
progress in implementing improvements in its corporate
governance.

- The results of the recent inspection carried out by Bank of
Italy, which will drive the possible removal of its RWA add-on
and improve its CT1 ratio.

- The quarterly performance in 2013 and the bank's ability to
enhance its earnings and stabilize its asset quality. The bank's
Q1 2013 results do not point to any material change in its
underlying financial position.

What Could Move the Rating -- Down/Up

A downgrade of BPM's ratings could result from (1) a failure to
structurally strengthen the group's profitability by regaining
some cost flexibility; (2) an unabated deterioration in asset
quality; (3) lack of progress in implementing changes to
governance or transformation into a joint-stock company or (4)
weakening capital adequacy.

At present, there is no upwards pressure on the ratings,
considering the negative outlook. However, the following factors
could have a positive impact on the ratings over the medium term:
(1) a material and sustainable improvement in the internal
capital generation; and (2) strengthening of the capital base the
following repayment of the government's EUR500 million hybrid
bond.

List of Affected Ratings

- Bank Financial Strength Rating / Baseline Credit Assessment:
downgraded to E+/b1 from D+/ba1

- Senior unsecured debt and EMTN, and bank deposits: downgraded
to Ba3 from Baa3, and to (P)Ba3 from (P)Baa3

- Short-term debt and deposit: downgraded to Not-Prime from
Prime-3

- Subordinate debt and EMTN: downgraded to B2 from Ba2, and to
(P)B2 from (P)Ba2

- Tier III EMTN: downgraded to (P)B2 from (P)Ba2

- Junior subordinate EMTN: downgraded to (P)B3 from (P)Ba3

- Non-cumulative Preferred stock: downgraded to Caa2(hyb) from
B3(hyb)

- BPM Capital Trust I (Non-cumulative Preferred stock):
downgraded to Caa2(hyb) from B3(hyb)

All ratings were also placed on review for further downgrade,
with the exception of the BFSR and the short-term deposit rating.

Banca Popolare di Milano is headquartered in Milan, Italy and had
consolidated total assets of EUR52.6 billion as at March 2013.

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


WIND ACQUISITION: Fitch Rates US$550MM Secured Fixed Notes 'BB'
---------------------------------------------------------------
Fitch Ratings has assigned Wind Acquisition Finance S.A.'s (WAF)
US$550 million senior secured fixed notes due 2020 and
EUR150 million senior secured floating notes due 2019 final 'BB'
ratings. The instruments' final documentation conforms to
information already received by Fitch. The notes are guaranteed
by Wind Telecomunicazioni Spa (WIND; 'BB-', Negative).

The new instruments are structured as senior secured obligations
of WIND and rank on par with other senior secured obligations of
the company including its bank debt and 2018 senior secured
notes. Prior to the new issue by WAF, Wind pre-paid 2014 and 2015
maturities of its senior secured bank debt. As a result, the
company's debt maturity lengthened while the proportions of
secured and unsecured debt in its capital structure did not
change.

KEY RATING DRIVERS

- High Leverage
WIND's leverage is high, estimated at around 5x net debt
(including payments in kind (PIK))/EBITDA (as calculated by
Fitch) at end-2012. Fitch believes the company will be unable to
quickly de-lever to below this level. The Negative Outlook
reflects that it will be challenging for WIND to stabilize its
operating and financial performance on the back of bleak
macroeconomic prospects in Italy and even minor additional
pressures can compromise deleveraging efforts.

- Parental Support
WIND's ratings continue to benefit from potential support from
its sole ultimate shareholder, Vimpelcom Ltd., whose credit
profile remains stronger than WIND's. On a standalone basis,
WIND's credit profile corresponds to a 'B+' level, which is
uplifted by one notch for benign shareholder influence. However,
Fitch cautions that Vimpelcom has not committed itself to any
level of support. Fitch believes that a further rise in WIND's
leverage may diminish Vimpelcom's propensity for providing
support to WIND.

- Successful Challenger Operating Profile
WIND's credit profile is supported by its established position as
the facilities-based number-three mobile operator in Italy,
complemented by an expanding alternative fixed-line/broadband
business. WIND has been able to outperform both Telecom Italia
SpA ('BBB'/Negative) and Vodafone Group Plc ('A-'/Stable)
reporting stronger revenue dynamics and improving its market
share at the expense of these two operators.

- No Short-Term Refinancing Risks
Wind does not face any material refinancing risks before 2017
when the bulk of its debt maturities come due.

RATING SENSITIVITIES
A deterioration in leverage beyond 5.5x net debt (including PIK
debt)/EBITDA for a sustained period and/or pressures on
EBITDA/FCF generation driven by regulation, austerity and
competition may lead to a negative rating action.

Any evidence of tangible parental support such as equity
contribution or debt refinancing via intercompany loans may
trigger a positive rating action as would stabilization of
operating and financial performance following three rounds of MTR
cuts in 2012 and 2013.


* Moody's: Italian Commercial Debt Refinancing to Raise Leverage
----------------------------------------------------------------
Although the long-term loans offered by the central government to
repay regions' commercial obligations will stimulate local
economies and clean-up long-standing accounts payable, they will
increase the leverage and debt-servicing costs of those regions
with already stretched budgets, says Moody's Investors Service in
a new Special entitled "Italian Regions: Refinancing of
Commercial Debts Will Increase Leverage of Weakest Issuers."

Moody's expects that a large number of Italian regions will take
on the EUR22 billion in loans offered under Decree law n.35/2013
by the central government to clear their commercial liabilities.
Those regions that already display the weakest financial metrics,
such as Campania, Lazio and Piedmont, are likely to experience
the greatest increase in their already high financial leverage.

To accommodate the increase in debt-servicing costs from 2014
onwards, those regions will likely have to implement tax hikes
and/or further expenditure rationalization.

Moody's also notes that the funds provided to regions under this
new scheme cover only a portion of their commercial debt
exposure. Moreover, the drivers that were originally responsible
for the accumulation of large commercial (and financial) debts at
the regional level are not within the scope of this legislation.
The finances of the regional healthcare sectors remain a concern,
particularly for the weakest regions.



=================
L I T H U A N I A
=================


BANKAS SNORAS: LHV, RAZFin to Buy Leasing Unit for LTL74 Million
----------------------------------------------------------------
Bryan Bradley at Bloomberg News reports that LHV Pank AS, an
Estonian banking group, and RAZFin of Lithuania agreed to buy
leasing company Snoro Lizingas UAB from bankrupt Lithuanian
lender Bankas Snoras AB for LTL74 million (US$28 million).

According to Bloomberg, Vilnius-based Snoras, citing bankruptcy
administrator Neil Cooper, said in an e-mailed statement on
Friday that the transaction is subject to regulatory approval and
should be completed by the end of July.

"We've long sought expansion options in the Baltic region, but
with trustworthy partners and a business of reasonable size,"
Bloomberg quotes LHV Chief Executive Officer Erki Kilu as saying
in a separate e-mailed statement.  "Snoras Leasing has a loan
portfolio that makes up 6 percent of LHV Pank's balance sheet.
This is a suitable size to start with."

                       About Bankas Snoras

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

As reported in the Troubled Company Reporter-Europe on Dec. 2,
2011, The Baltic Times, citing LETA/ELTA, said Vilnius District
Court accepted the application regarding the initiation of
bankruptcy proceedings against Snoras bank.  The Bank of
Lithuania delivered application on Snoras bankruptcy on Nov. 28,
2011.

The TCR-Europe, citing Bloomberg News, reported on Nov. 28, 2011,
that Lithuania's central bank said that Snoras' financial
situation is "worse than previously identified" and saving the
bank "would cost significantly more and would take longer than
the available liquidity" at Snoras.  Governor Vitas Vasiliauskas
said at a news conference on Nov. 24 that some LTL3.4 billion
(US$1.3 billion) in assets are missing, according to Bloomberg.


UKIO BANKO: Is Insolvent; Among List of Companies in Debt Default
-----------------------------------------------------------------
Bryan Bradley at Bloomberg News reports that the Lithuania's
Department of Enterprise Bankruptcy Management said on its Web
site on Thursday Ukio Banko Investicine Grupe, or UBIG, the
Lithuanian investment company that controls Scottish soccer club
Heart of Midlothian, is insolvent.

According to Bloomberg, the department, part of the Economy
Ministry, said that Kaunas-based UBIG, at its own request, had
been placed on a list of companies unable or unwilling to meet
their obligations.

UBIG is a sister company of Ukio Bankas AB, a lender that
Lithuania's central bank closed in February for risky lending to
related parties, Bloomberg notes.  Russian-born investor Vladimir
Romanov controlled both companies, Bloomberg discloses.

UBIG owns 79% of Edinburgh-based Hearts as well as sport,
aluminum and real-estate projects in several countries.



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


MONIER GROUP: Moody's Changes Outlook on Caa1 Rating to Negative
----------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Monier Group
S.a.r.l. and changed the outlook on all ratings to negative from
stable. The agency will withdraw all ratings for business reasons
on the next business day.

Moody's has withdrawn the rating for its own business reasons.

Ratings Rationale:

The change in outlook to negative was driven by very challenging
market conditions during 2012 for Monier, which led to a 7%
decline in revenues and a 22.5% decline in EBITDA (excluding
EUR73.4 million of restructuring expenses, included in Moody's
adjusted numbers). This resulted in a debt/EBITDA ratio of above
30x (based on Moody's adjusted numbers), indicating a very weak
positioning of Monier in the Caa1 rating category. Despite the
sharp deterioration in market conditions Monier was able to
generate positive free cash flow (EUR15 million) supported by a
strong focus on working capital management, which led to a
significant cash inflow, and reduced capex. This enabled the
group to maintain an adequate short-term liquidity profile. It is
noted that the restructuring measures booked towards the end of
the year did not yet lead to material cash outflows and that the
cash flow generation in 2013 will be negatively impacted, partly
compensated by improved cash flow generation on account of higher
EBITDA and sale of idle assets.

Monier has addressed the deteriorating market conditions by
launching material restructuring programs. The restructuring
initiatives are material and were the only viable option to
address depressed market conditions across most European markets,
which are not expected to improve materially over the next 2-3
years at least.

Moody's notes that the restructuring measures bear execution risk
especially due to the materiality of the headcount reductions.
Moody's also notes that the implementation of the restructuring
measures will lead to material cash outflows in the form of
severance payments and other costs, which Monier might not be
able to fund fully through internally generated cash flow from
operations leading to a deterioration of the liquidity profile of
the group. The negative outlook assigned to the rating mainly
reflects the risk that the liquidity position of the group might
weaken as a result of the implementation of the restructuring
program.

The principal methodology used in this rating was the Global
Building Materials Industry published in July 2009.

Headquartered in Luxembourg, Monier (Caa1, Negative) is a leading
global supplier of building materials for pitched roofs with
operations in 40 countries. The company offers a wide range of
products including roof, chimney, ventilation and residential
energy systems. Monier mainly competes with Wienerberger AG (Ba2,
Negative), Etex (unrated), Imerys S.A. (Baa2, Stable) and Terreal
(unrated). The group reported consolidated revenues of EUR1.315
billion and an operating EBITDA of EUR132 million in 2012.


OXEA SARL: Moody's Revises Outlook on 'B1' CFR to Negative
----------------------------------------------------------
Moody's Investors Service changed to negative from stable the
outlook on the B1 corporate family rating  and B1-PD probability
of default rating of Oxea S.a.r.l. (Oxea), the ultimate holding
company of the subsidiary guarantors to the group's senior
secured credit facilities. Concurrently, Moody's has affirmed
these ratings.

In addition, Moody's has changed to negative from stable the
outlook on the B2 rating on Oxea's outstanding EUR427 million of
equivalent senior secured notes due 2017, issued by Oxea
subsidiary Oxea Finance & Cy S.C.A, and at the same time affirmed
this rating. In conjunction with the refinancing transaction,
these notes are expected to be redeemed by the end of July 2013.

Furthermore, the rating agency has assigned a provisional (P)Ba3
rating to Oxea's proposed first-lien senior secured credit
agreement and a provisional (P)B3 to the company's proposed
EUR250 million second-lien senior secured credit facility due
2020. The first-lien senior secured credit facility consists of a
multi-currency EUR120 million equivalent revolving credit
facility (RCF) due 2018, a EUR200 million term loan B-1 facility
due 2019, and a EUR550 million equivalent term loan B-2 facility
also due 2019.

Oxea recently announced a refinancing transaction that will
result in the issuance of these new senior secured credit
facilities that total an equivalent of approximately EUR1.0
billion. Proceeds from this transaction will be used to redeem
the senior secured notes due 2017, fund an approximately EUR511
million dividend to shareholders, and pay related transaction
fees. The majority of Oxea's shareholders are funds managed or
advised by private equity firm Advent International Corporation.

"The outlook on Oxea's B1 CFR is now negative, reflecting the
company's high financial leverage, ongoing shareholder-friendly
financial policy and our expectation that it will remain
significantly exposed to the challenging European cyclical
chemicals trading environment," says Anthony Hill, a Moody's Vice
President - Senior Analyst and lead analyst for Oxea.

Moody's issues provisional ratings in advance of the final sale
of debt instruments and these ratings reflect the rating agency's
preliminary credit opinion regarding the transaction only. Upon a
conclusive review of the final documentation, Moody's will
endeavor to assign a definitive rating to the debt. A definitive
rating may differ from a provisional rating.

Ratings Rationale:

Change of Outlook to Negative on B1 CFR

The change of outlook on Oxea's B1 CFR to negative reflects the
increasingly weak positioning of Oxea within the B1 rating
category. The B1 CFR and negative outlook, primarily reflect the
company's high financial leverage, which Moody's expects will be
around 5.4x debt/EBITDA (on a Moody's-adjusted basis) for the 12
months ending March 31, 2013 and pro forma for the transaction.
While Moody's expects Oxea to reduce leverage over the coming
quarters and achieve a leverage ratio of around 4.9x debt/EBITDA
by financial year end (FYE) December 31, 2013, it also expects
the company to generate low levels of unencumbered future free
cash flow (FCF) and remain significantly exposed to the
challenging European cyclical chemicals trading environment,
which the rating agency expects will exist through at least 2013
(Europe accounted for 47% of Oxea's FYE 2012 sales).
Additionally, the company is exposed to cyclical and highly
variable raw materials costs, especially the price of propylene,
which accounted for nearly 60% of Oxea's FYE 2012 total raw
material costs and is tied to general trends in oil prices.

Furthermore, Moody's believes that Oxea's financial policy
continues to demonstrate a prioritization of shareholder
dividends ahead of the maintenance of financial flexibility.
Globally, the oxo chemicals industry continues to be fairly
consolidated, with very high capacity utilization rates of around
85%-90%. The tight supply-versus-demand balance makes it
necessary for Oxea to ensure sufficient investments in its
current plants and its global expansion projects in order to
maintain its competitive level of supply for its customers. As
the European slowdown continues to exert pressure on Oxea's
European margins, and pro forma the refinancing transaction, the
rating agency is concerned that the company will not have the
financial flexibility to support both its capital investments and
its ongoing dividend policy -- the capital investment of which is
necessary for Oxea to maintain and improve its competitive
position, and both of which show no signs of reducing.

However, more positively, the B1 CFR also reflects Moody's
positive view that Oxea (1) is a leading pure-play merchant
producer of oxo chemicals for the global chemicals market with a
track record of maintaining and growing market share positions
across a diverse product line; (2) has a proven ability to
generate solid cash flows through global and European economic
cycles; (3) has a resilient business model, as demonstrated by
solid operating performance, and an ability to pass through
material and production costs while simultaneously improving
overall group marginal income despite the challenging trading
environment in Europe; and (4) notwithstanding Moody's forward-
looking concerns regarding the company's leverage, has
demonstrated a solid track record of deleveraging through
voluntary prepayments and improvements in revenues, EBITDA, and
cash flow generation.

Moody's believes that Oxea's liquidity, pro forma the
transaction, will comfortably cover its near-term requirements.
Pro forma for the transaction, Moody's expects the company to
exhibit an adjusted cash balance of approximately EUR34 million.
Internally generated cash flow and the undrawn EUR120 million RCF
should cover the company's ongoing basic cash needs, such as debt
service and amortization, working capital needs and expected
capital expenditures (including expansionary capital
investments).

Using Moody's Loss Given Default (LGD) methodology, the PDR is
equal to the CFR. This is based on a 50% recovery rate, as is
typical for a debt capital structure that primarily consists of
senior secured facilities.

Assignment Of (P)Ba3 Rating To Proposed First-Lien Senior Secured
Credit Agreement And (P)B3 Rating To Proposed EUR250 Million
Second-Lien Senior Secured Credit Facility:

Also in accordance with Moody's LGD methodology, the RCF and
first-lien senior secured credit facility are rated (P)Ba3, one
notch above the B1 CFR. This is due to the first-lien senior
secured facility's ranking priority over the subordinated EUR250
million notional second-lien senior secured credit facility,
which is rated (P)B3, two notches below the CFR. The second-lien
senior secured credit facility is notched downwards from the CFR,
reflecting its subordinated ranking in the capital structure.

What Could Change The Rating Up/Down:

Moody's does not expect any upward pressure on the rating over
the coming quarters. However, the ratings outlook could stabilize
if Oxea were to (1) solidly, and consistently, generate positive
retained cash flow (RCF); and (2) achieve and maintain a Moody's-
adjusted debt/EBITDA ratio below 4.5x.

Pro forma for the refinancing transaction, the rating agency
notes particular risks associated with Oxea's limited financial
flexibility resulting from the company's high financial leverage.
As such, the rating would likely be downgraded if Oxea's leverage
and liquidity profiles deteriorate due to (1) a weakening of its
operational performance; (2) acquisitions; or (3) an aggressive
increase in its financial/dividend policy. Quantitatively,
Moody's would likely downgrade Oxea's ratings if (1) the
company's Moody's-adjusted EBITDA margin falls sustainably below
15%; (2) its debt/EBITDA ratio remains above 4.5x beyond the next
18 months; or (3) its Moody's-adjusted RCF/debt ratio falls
sustainably below 10%.

Principal Methodology

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

Headquartered in Luxembourg, Oxea S.a.r.l. is a leading global
producer of oxo intermediates and derivatives with a key product
portfolio of oxo chemical products and well-established market
positions in Europe, North America, Asia-Pacific, and South
America. Oxo chemicals are critical to the production of other
chemicals used in a variety of industries such as automotive,
construction, industrial goods, consumer and retail,
pharmaceuticals, cosmetics, agriculture and packaging. For the
fiscal year ended December 31, 2012, Oxea reported revenues and
EBITDA of EUR1.5 billion and EUR193 million, respectively.



=============
M O L D O V A
=============


* MOLDOVA: Moody's Says B3 Bond Rating Reflects Very Low GDP
------------------------------------------------------------
In its annual credit report on Moldova, Moody's Investors Service
says that Moldova's B3 government bond rating reflects the
country's very low GDP per capita, small-scale economy, high
dependence on workers' remittances and limited future growth
potential. Furthermore the unresolved Transnistria conflict and
weaknesses in the political system exacerbate credit risk. The
outlook on the ratings is stable.

The rating agency's report is an annual update to the markets and
does not constitute a rating action.

Moody's determines a country's sovereign rating by assessing it
on the basis of four key factors -- economic strength,
institutional strength, government financial strength and
susceptibility to event risk -- as well as the interplay between
them.

Moldova's very low economic resilience is a product of its very
low economic strength and low institutional strength. Moody's
assessment of very low economic strength is driven by Moldova's
(1) very low GDP per capita; (2) small-scale economy; (3) high
dependence on workers' remittances; and (4) limited future growth
potential. Furthermore, Moldova's low institutional strength
reflects (1) weak government effectiveness; (2) high levels of
corruption; (3) a lack of transparency; as well as (4) country-
specific problems, in particular the unresolved Transnistria
conflict and weaknesses in the political system.

The moderate level of government financial robustness is based on
a combination of medium government financial strength and
moderate susceptibility to event risk. Moody's medium score for
government financial strength is based on Moldova's sound fiscal
metrics, such as a low government debt-to-GDP ratio and low debt
servicing costs. However, government financial strength is
constrained by Moldova's limited access to external liquidity and
shallow domestic capital markets.

Moldova's moderate assessment of susceptibility to event risk
reflects political, economic and financial risks, which could
lead to a multi-notch downgrade. Moody's foresees political event
risk related to tensions between the main political parties in
parliament and the unresolved territorial conflict over
Transnistria. Economic event risk is largely driven by the
substantial current account deficit, as well as gas debt arrears
accumulated in Transnistria. Moody's considers risks stemming
from the banking sector to the sovereign's balance sheet as low,
although there are modest concerns relating to the deteriorating
balance sheet of a state-controlled bank and the potential impact
this would have on the sovereign.

Moldova's B3 rating could come under downward pressure if the
Transnistria situation were to deteriorate rapidly, or following
a reversal in the economic reforms that have taken place under a
three-year IMF program that started in January 2010. Downward
rating pressure could also emerge if external liquidity shortages
come to the fore following a prolonged sharp drop in remittances
or exports.

Conversely, Moldova's B3 rating could come under upward pressure
if Transnistria related issues are viably addressed, internal
politics become less polarized or the reform momentum, under
pressure from the IMF and EU, continues. Rising per capita income
and improvements in the long-term growth potential could also
trigger an upgrade.



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


DOME 2006-I: S&P Assigns 'B-' Rating on Class D Notes
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its credit ratings to
Dome 2006-I B.V.'s EUR500.2 million secured mortgage-backed
floating-rate class A, B, C, and D notes.  At closing, Dome 2006-
I also issued unrated class E notes.

The ratings assigned reflects S&P's analysis of the transaction's
payment structure and cash flow to determine the likelihood of
repayment of the notes under stress test scenarios.  In S&P's
analysis, it also considered the protection for noteholders
provided through a combination of subordination, a liquidity
facility, a reserve fund, and excess spread to cover credit
losses and income shortfalls.  S&P considers the available credit
enhancement to be commensurate with the ratings assigned to the
notes.

The pool comprises residential mortgage loans granted to
individuals in the Netherlands.  DSB Bank N.V., which was
declared insolvent in October 2009, originated the loans between
April 2003 and October 2007.  All of the loans in the pool are
first-ranking mortgages and the portfolio is well seasoned, in
S&P's view.

A large proportion of the pool currently comprises loans whose
borrowers are alleging duty-of-care failures in the sale of
accompanying insurance products and the overextension of credit,
among other issues.  In October 2011, DSB Bank's bankruptcy
trustee estimated the maximum potential cost of duty-of-care
claims to the transaction to be EUR10 million.  S&P has
considered this in its analysis and S&P has not given benefit to
the claim against the DSB Bank estate for the breach of the
representations and warranties provided to the issuer at sale.

In S&P's opinion, the transaction's available credit enhancement
mitigates the pool's high weighted-average indexed loan-to-value
(LTV) ratio.  Various incentives under the Dutch tax regime mean
that high LTV ratios do not necessarily indicate higher risk in
the Dutch mortgage market.

Declining Dutch house prices, the contracting Dutch economy, and
rising unemployment are all likely to negatively affect
collateral performance.  To reflect these risks in S&P's
analysis, it has factored in an additional 6% decline in Dutch
house prices and have considered an additional 1% increase in
arrears from their current levels.

S&P understands that the noteholders have voted in favor of Quion
Services B.V.'s appointment as the transaction's servicer.  S&P
understands that June 2013 is the target date for Quion Services
become the servicer.  Under the subdelegation agreement, Quion
Services will service DSB Bank's portfolios for an initial period
of five years.

DSB Bank's bankruptcy trustee is the swap counterparty in this
transaction, with the swap counterparty's obligations having the
benefit of a guarantee from Cooperatieve Centrale Raiffeisen-
Boerenleenbank B.A. (Rabobank Nederland).  S&P do not consider
the swap agreement for this transaction to be in line with its
2012 counterparty criteria.  Rather, the swap counterparty's swap
agreement reflects replacement language that is in line with a
previous version of S&P's counterparty criteria.  Therefore,
under S&P's 2012 counterparty criteria, the highest potential
rating on the notes in these transactions is equal to the issuer
credit rating on the swap guarantor plus one notch.

Dome 2006-I is a securitization of a pool of Dutch first-ranking
residential mortgage loans.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

         http://standardandpoorsdisclosure-17g7.com/1545.pdf

RATINGS LIST

Ratings Assigned

Dome 2006-I B.V.
EUR506.4 Million Floating-Rate Notes

Class         Rating            Amount
                                (mil. EUR)

A             A+ (sf)           450.5
B             BBB+ (sf)         22.1
C             BB- (sf)          13.8
D             B- (sf)           13.8
E             NR                6.2

NR-Not rated.


DUTCH MBS XV: S&P Affirms 'BB+' Rating on Class E Notes
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its credit
ratings in Dutch MBS XV B.V.

The rating actions follows S&P's credit and cash flow analysis of
the most recent transaction information that it has received (as
of February 2013).  S&P has applied its criteria for rating Dutch
residential mortgage-backed securities (RMBS) transactions.

For Dutch RMBS transactions, S&P adjusts its weighted-average
loss severity (WALS) assumptions by applying a 6% decrease in
house prices and giving full credit to the Dutch house price
index (HPI).

Since closing, the indexed weighted-average loan-to-value (LTV)
ratio has increased, primarily due to the decline in Dutch house
prices.  The increased weighted-average LTV ratio has led to an
increase in S&P's weighted-average foreclosure frequency (WAFF)
and WALS assumptions for the pool.

Arrears are low and remain below S&P's Dutch RMBS index, although
they have recently increased up to 0.85% of the pool.  The
increase in the pool's seasoning has had a limited positive
effect on S&P's WAFF assumptions due to the initial high
seasoning at closing.  Increased credit enhancement for all
classes of notes has offset the increased credit risk in the
pool.  S&P has therefore affirmed its ratings on all classes of
notes in DUTCH MBS XV.

Rating        WAFF           WALS           CE
level          (%)            (%)          (%)

AAA          13.12          33.39         4.38
AA           10.30          30.12         3.10
A             7.43          25.57         1.90
BBB           4.54          22.77         1.03
BB            3.12          18.36         0.57

CE-Credit enhancement.

Dutch MBS XV is a Dutch RMBS transaction backed by prime Dutch
residential mortgage loans.  The transaction closed in March
2010.

                         CREDIT STABILITY

S&P's credit stability analysis indicates that the maximum
projected deterioration that it would expect at each rating level
for time horizons of one year and three years under moderate
stress conditions, is in line with its Credit Stability Criteria.

          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

Dutch MBS XV B.V.
EUR750 Million Floating-Rate Mortgage-Backed Notes and Floating-
Rate
Subordinated Notes

Ratings Affirmed

A1        AAA (sf)
A2        AAA (sf)
B         AA+ (sf)
C         A+ (sf)
D         BBB (sf)
E         BB+ (sf)


GRAND HARBOUR I: S&P Assigns Prelim. 'B' Rating on Class E Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
credit ratings to Grand Harbour I B.V.'s EUR355.0 million
floating-rate class A-1, A-2, B, C, D, and E notes.  At closing,
Grand Harbour I will also issue an unrated subordinated class of
notes.

S&P's preliminary ratings reflect its assessment of the
preliminary collateral portfolio's credit quality.  The portfolio
at closing will likely be diversified, primarily comprising
broadly syndicated speculative-grade U.S. and European senior
secured term loans and senior secured bonds.

S&P's preliminary ratings also reflect the credit enhancement
available to the rated notes through the subordination of cash
flows payable to the subordinated notes.  S&P subjected the
preliminary capital structure to a cash flow analysis to
determine the break-even default rate for each rated class of
notes.

In S&P's analysis, it used the target par amount, the covenanted
weighted-average spread, the covenanted weighted-average coupon,
and the covenanted weighted-average recovery rates.  S&P applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

The preliminary ratings assigned to the notes are commensurate
with S&P's assessment of available credit enhancement following
its credit and cash flow analysis.  S&P's analysis shows that the
credit enhancement available to each rated class of notes was
sufficient to withstand scenario default rates, and the defaults
applicable under its supplemental tests (not counting excess
spread) outlined in S&P's corporate collateralized debt
obligation (CDO) criteria.

The transaction's legal structure is expected to be bankruptcy-
remote, in accordance with S&P's European legal criteria.

Grand Harbour I is a European cash flow corporate loan
collateralized loan obligation (CLO) securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued by European and U.S. borrowers.  Blackstone/GSO
Debt Funds Europe Ltd. is the collateral manager.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

       http://standardandpoorsdisclosure-17g7.com/1538.pdf

RATINGS LIST

Grand Harbour I B.V.
EUR403.35 Million Floating-Rate and Subordinated Notes

Class                 Prelim.         Prelim.
                      rating           amount
                                     (mil. EUR)

A-1                   AAA (sf)         240.00
A-2                   AA (sf)           15.00
B                     A (sf)            35.00
C                     BBB (sf)          22.50
D                     BB (sf)           32.50
E                     B (sf)            10.00
Sub                   NR                48.35

NR--Not rated.



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


BANK VTB: Public Offering to Help Support 'bb-' Viability Rating
----------------------------------------------------------------
Fitch Ratings says that Bank VTB's ('BBB'/Negative/'bb-')
secondary public offering (SPO) of shares is unlikely to have any
immediate impact on the bank's ratings. At the same time,
successful completion of the SPO would bring closer a potential
one-notch downgrade of VTB's Long-term Issuer Default Ratings
(IDRs) to 'BBB-', while also helping to support the bank's
Viability Rating (VR) at the current 'bb-' level.

In January 2013, Fitch revised the Outlook on VTB's 'BBB' Long-
term IDRs to Negative from Stable, reflecting the planned
privatization of the bank and the agency's expectation of a
moderate reduction in government support as the privatization
progresses. Fitch stated that the Long-term IDRs could be
downgraded by one notch, to 'BBB-', if the government makes
tangible and significant progress with the privatization,
confirming the probability of its stake falling below 50%.

VTB recently announced that it plans to raise RUB102.5 billion of
new equity through an SPO by the end of May 2013 and that the
Russian government is unlikely to participate in the issue. The
bank has also stated that it has already obtained firm
commitments for the full amount of the issue from a group of
investors including the sovereign wealth funds of Norway, Qatar
and Azerbaijan.

As a result of the SPO, the government's stake in VTB would be
diluted to 60.9% from the current 75.5%. This, in Fitch's view,
represents a significant reduction in the government's stake and
confirms the authorities' intention to gradually privatize the
bank. At the same time, the agency believes that reduction of the
government's stake to below 50% remains a medium-term prospect,
and further progress with the privatization is unlikely in the
near future given the statement from VTB's CFO that the
government will not be selling shares in VTB for at least a year
after the SPO. Fitch's base case expectation is that the
privatization process will continue with a further transaction in
H214-H115, potentially reducing the government's stake to 50%+1
share, although there is considerable uncertainty on the
parameters and timing of any such transaction, given the
difficulty of predicting government policy, the bank's capital
needs and market conditions.

Fitch expects to downgrade the bank's Long-term IDRs by one
notch, to 'BBB-', in the event that the government reduces its
stake below 50% or when it becomes apparent that this could be
achieved through a single transaction and in a relatively short
timeframe, also provided that the intention to proceed with the
privatization remains. In any case, Fitch expects that VTB's IDRs
will continue to be underpinned by a high probability of support
from the Russian authorities, in case of need, given the bank's
systemic importance, still close ties with the Russian
authorities and the likelihood of the government continuing to
hold a significant minority stake even after giving up majority
control.

The SPO would help to support VTB's VR at the current level of
'bb-' due to moderately reduced concerns about the bank's
capitalization. Management projects that the Basel Tier 1 and
total capital adequacy ratios will improve to, respectively,
11.9% and 16.3% as a result of the share sale, from 10.3% and
14.7% at end-2012. Fitch also estimates that the new capital
injection would be sufficient for the parent bank to comply with
new Basel III-like capital regulation that may be introduced in
Russia later this year (for more information please see
"Implementation of New Capital Rules in Russia: Moderately
Positive, Unlikely to Lead to Rating Changes" dated 18 April 2013
available at www.fitchratings.com).

However, the SPO by itself would not be sufficient to warrant an
upgrade of the VR because of the only moderate improvement in
capitalization and continued weaknesses in other aspects of the
bank's stand-alone profile. Specifically, concerns about the high
level of credit risk in the bank's loan book and other asset
exposures, weak and volatile performance and still significant
market risk appetite/tolerance continue to weigh on the VR. At
the same time, the VR benefits from VTB's currently comfortable
liquidity position and low refinancing risk.

VTB's ratings are:

Long-term foreign and local currency IDR: 'BBB'; Outlook
Negative

Short-term IDR: 'F3'

Support Rating: '2'

Support Rating Floor: 'BBB'

National Long-term Rating: 'AAA(rus)', Outlook Negative

Senior unsecured debt long-term rating: 'BBB', 'AAA(rus)'

Senior unsecured debt short-term rating: 'F3'

"Old-style" subordinated debt rating: 'BBB-'

Viability Rating: 'bb-'


MMK FINANCE: Fitch Withdraws 'BB+' Expected Notes Rating
--------------------------------------------------------
Fitch Ratings has withdrawn MMK Finance Ltd.'s expected notes
rating of 'BB+(EXP)' following the company's announcement that it
will not proceed with the proposed notes offering.

OJSC Magnitogorsk Iron & Steel Work's (MMK) Long-term Issuer
Default Rating is 'BB+', Negative Outlook.

Proceeds from the notes were to be used for general corporate
purposes including the refinance of upcoming debt maturities.
Absent the proceeds MMK will continue to have acceptable
liquidity.

KEY RATING DRIVERS

- Increasing Demand for Steel Products in Russia
MMK is the leading supplier of steel to the Russian market,
having 25%-100% market share in various rolled products. Up to
75% of the company's revenue is generated in Russia. Demand for
steel products in Russia is increasing due to the healthy
performance of the main steel consuming industries --
construction, pipe production and automotive industry. Fitch
views demand-driving factors in steel-consuming industries as
quite strong in the medium term

- Decrease of Slab Cash Cost
In the fourth quarter of 2012 (Q412), MMK's cash cost of slab
production was equal to USD374/t, which is 19% lower year-over-
year (yoy). Fitch understands that the lower level of vertical
integration compared with its Russian peers allowed MMK to
benefit from raw material prices' decline. Re-negotiation of the
iron ore price formula with the company's largest iron ore
supplier ENRC and starting iron ore purchases from JSC Holding
Company Metalloinvest ('BB-'/Positive) contributed to the
improvement of the company's cost position. Currently, the
company's slab cash cost is below the global average.

- Finalization of Main Investment Projects, Positive Free Cash
Flow
Over the past six years, MMK had the heaviest relative capital
expenditures compared with other Fitch-rated steel companies.
However, after the finalization of the main projects the company
invested in purchases of PPE in 2012 of US$674 million (US$1.7
billion in average during 2007-2011). This resulted in positive
free cash flow (FCF) generation for the first time since 2007.

- Poor Performance of MMK Metalurji in Turkey
The agency has a concern regarding the worsening of performance
of the company's plant in Turkey. In 2012, MMK's steel segment in
Turkey reported a US$190 million operating loss compared with
US$140 million operating loss in 2011. MMK decided to stop its
hot-rolling mills in Turkey for cost-saving reasons until the
recovery of market prices.

DEBT AND LIQUIDITY

- Decreasing Leverage
Due to positive FCF the company was able to decrease funds from
operations (FFO) adjusted gross leverage to 2.8x by end-2012
compared with 4.0x at end-2011. Fitch expects MMK to continue
generating positive FCF in 2013-2015. This will contribute to the
decrease of FFO adjusted gross leverage starting from 2014, to
2.7x by end-2014 and to 2.3x by end-2015 (compared with an
expected 2.9x at end-2013)

- Acceptable Liquidity
The company's liquidity position is assessed as acceptable with
US$0.4 billion of cash on hand and US$1.3 billion of committed
unutilized bank loans at end-2012 compared with US$1.6 billion of
short-term borrowings. Fitch also considers MMK's 5% stake in
Fortescue Metals Group Limited ('BB+'/Negative) as an additional
source of liquidity in case if necessary. At the beginning of
April 2013, the market price of MMK's stake approximated to
US$660 million.

RATING SENSITIVITIES

Positive: Future developments that could lead to positive rating
actions include:

- Positive FCF in 2013
- FFO adjusted gross leverage below 2.5x (already achieved or
  expected to be achieved within 12 months)

Negative: Future developments that could lead to negative rating
action include:

- Negative FCF
- FFO adjusted gross leverage sustainably above 3.0x

FULL LIST OF RATINGS

OJSC Magnitogorsk Iron & Steel Works
Foreign currency Long-term Issuer Default Rating (IDR): 'BB+';
Negative Outlook
Foreign currency Short-term IDR: 'B'
Foreign currency senior unsecured rating: 'BB+'
Local currency Long-term IDR; 'BB+'; Negative Outlook
National Long-term rating: 'AA(rus)'; Negative Outlook

MMK Finance Limited
Expected foreign currency senior unsecured rating on the proposed
LPNs: withdrawn


TINKOFF.CREDIT SYSTEMS: Moody's Affirms B2 Debt & Deposit Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 long-term local- and
foreign-currency debt and deposit ratings of Tinkoff.Credit
Systems (Russia), as well as the standalone bank financial
strength rating (BFSR) of E+, equivalent to a baseline credit
assessment (BCA) of b2. The bank's Not Prime short-term local-
and foreign-currency deposit and the B3 foreign currency
subordinated debt ratings were also affirmed. The outlook on the
bank's BFSR and the long-term ratings is stable.

Ratings Rationale:

Moody's affirmation of Tinkoff.Credit Systems' ratings reflects
the bank's entrenched position within the Russian credit card
market, the highly profitable nature of the bank's operations,
and adequate capital buffer. At the same time, Moody's believes
that Tinkoff.Credit Systems' business model and financial profile
are closely linked to the performance of the credit card segment,
which, despite rapid expansion in recent years, remains
vulnerable to Russia's volatile operating environment. In
addition, despite the bank's most recent robust performance
combined with a rapid growth, it has recently displayed a high
credit risk appetite, i.e., positioning Tinkoff.Credit Systems
less favorably in the event of any deterioration in the operating
environment.

Robust Profitability & Adequate Capital Buffer

Tinkoff.Credit Systems has been reporting robust profitability
metrics since 2010. Return on average assets was 7.9% in 2012
(2011: 10.4%). These strong results stemmed from (1) an
established and advanced IT and risk management infrastructure
that enabled the bank to effectively target the most profitable
clientele; and (2) a high net interest margin that easily
absorbed Tinkoff.Credit Systems' high credit-risk appetite and
high cost of funding, as discussed below. Moody's expects
profitability to remain strong in 2013, but believes that
profitability will normalize at a lower level in the next years
because of market saturation.

As at year-end 2012, Tinkoff.Credit Systems reported a healthy
13.7% equity-to-assets ratio that -- together with the robust
profitability -- positions the bank favorably against the risk of
asset quality deterioration and potential negative pressure on
its capital base.

Monoline Nature of Operations

Despite Tinkoff.Credit Systems' evident success in building up
its franchise over recent years, the bank's ratings are primarily
constrained by the monoline nature of its operations as the
entire volume of its revenue currently stems from the credit card
segment. Thus, the bank's monoline nature renders it potentially
vulnerable to sector risks, because any adverse changes in the
highly volatile operating and regulatory environment in Russia,
coupled with increasingly competitive landscape, may impair the
bank's currently healthy performance and/or limit loan
origination volumes, i.e., leading to a gradual decrease in
interest-earning assets given a fairly short duration of
Tinkoff.Credit Systems' loan book.

High Credit Risk Appetite

Tinkoff.Credit Systems' ambitious business growth targets --
aimed at achieving very rapid growth of the loan book and
increasing market share -- represents a potential risk especially
amid the highly competitive landscape, as the bank's 2012 data
indicates less stringent origination standards (based on loan
vintage reports provided by the bank), i.e., leading to a higher
cost of credit risk in 2012 compared with the previous years. In
2012, the bank's cost of credit risk (measured as the ratio of
loan loss provisions to average gross loans) increased to 10.3%
(2011: 8.0%). Although this strategy boosts the bank's absolute
profits amid the currently benign credit environment, this policy
could render the bank more vulnerable if the Russian operating
environment were to deteriorate.

Untested Nature of Internet-Based Retail Deposits and a High
Reliance on Wholesale Funding

Moody's believes that Tinkoff.Credit Systems' high share of
wholesale funding and internet deposits render the bank
vulnerable to potential periods of liquidity squeeze. Although
the bank has successfully diversified and lengthened its funding
base over the past two years, thereby enhancing the
sustainability of its resource base, the share of wholesale
funding remains high while the bank's other major source of
funding -- internet deposits -- has not yet been tested by
liquidity shocks, therefore, its potential volatility remains
highly unpredictable. At year-end 2012, retail deposits accounted
for 45% of total liabilities, with the rest being attracted
mainly on the wholesale markets.

What Could Change the Ratings Up/Down

An upgrade of Tinkoff.Credit Systems' B2 long-term deposit
ratings will be contingent on its ability to reduce its risk
appetite while successfully withstand intensifying competition.

Tinkoff.Credit Systems' ratings might be adversely affected in
the event of (1) higher risk appetite; or (2) a decline in
business volumes and deterioration of its liquidity profile,
resulting from restricted access to capital markets and/or a
negative operating environment.

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

Domiciled in Moscow, Russia, Tinkoff.Credit Systems reported
total assets of US$2.2 billion at year-end 2012 under IFRS
(audited), up 138% compared to year-end 2011. The bank's net
profit totaled RUB122 million in 2012, a 78% increase compared to
2011.


UNIASTRUM BANK: Moody's Withdraws 'E' Standalone BFSR
-----------------------------------------------------
Moody's Investors Service has withdrawn the following ratings of
Uniastrum Bank: the E standalone bank financial strength rating
(BFSR), which is equivalent to a caa2 baseline credit assessment,
and the Caa2/Non-Prime long- and short-term local- and foreign-
currency deposit ratings. At the time of the withdrawal, all the
BFSR carried a stable outlook, while deposit ratings had a
negative outlook.

Ratings Rationale:

Moody's has withdrawn the rating for its own business reasons.

Ratings Withdrawn

Standalone Bank Financial Strength Rating of E

The long-term and short-term foreign- and local-currency deposit
ratings of Caa2/Not Prime

Headquartered in Moscow, Russia, Uniastrum Bank reported total
assets of US$2.3 billion and net profits of US$3.8 million,
according to its non-audited statutory reports under Russian
Accounting Standards as at April 1, 2013


UNIASTRUM BANK: Moody's Withdraws B3.ru Long-Term NSR
-----------------------------------------------------
Moody's Interfax Rating Agency has withdrawn Uniastrum Bank's
B3.ru long-term national scale rating (NSR).

Ratings Rationale:

Moody's has withdrawn the rating for its own business reasons.

Headquartered in Moscow, Russia, Uniastrum Bank reported total
assets of US$2.3 billion and net profits of US$3.8 million,
according to its non-audited statutory reports under Russian
Accounting Standards as at April, 2013

Moody's Interfax Rating Agency's National Scale Ratings (NSRs)
are intended as relative measures of creditworthiness among debt
issues and issuers within a country, enabling market participants
to better differentiate relative risks. NSRs differ from Moody's
global scale ratings in that they are not globally comparable
with the full universe of Moody's rated entities, but only with
NSRs for other rated debt issues and issuers within the same
country. NSRs are designated by a ".nn" country modifier
signifying the relevant country, as in ".ru" for Russia.

Moody's Interfax Rating Agency (MIRA) specializes in credit risk
analysis in Russia. MIRA is a joint-venture between Moody's
Investors Service, a leading provider of credit ratings, research
and analysis covering debt instruments and securities in the
global capital markets, and the Interfax Information Services
Group. Moody's Investors Service is a subsidiary of Moody's
Corporation (NYSE: MCO).


* Moody's: Russian CFOs Optimistic on Bank Performance
------------------------------------------------------
Moody's latest survey of the Chief Financial Officers (CFOs) of
around 80 Russian banks reveal cautious optimism regarding the
operating environment in Russia and broadly credit-positive views
of those CFOs' banks' performance, says Moody's Investors Service
in a new Special Comment entitled "Russian Banks: 2013 CFO Survey
Shows Expectations of Stability Run Counter to Several Credit-
Negative Trends."

"Although the CFOs we surveyed expect weak corporate lending
growth, they are more bullish on retail lending and expect
interest rates, asset quality, and capital adequacy to remain
stable. However, we are less sanguine about the stability of
these credit drivers in the Russian system," explains Eugene
Tarzimanov, a Moody's Vice President - Senior Credit Officer and
author of the report.

The main findings of the survey are:

- Most CFOs expect weak growth in corporate lending, driven by
economic problems in Russia and regulatory tightening, in line
with Moody's expectations of low double-digit growth in the
corporate segment. However, CFOs' expectations on retail growth
in 2013 are high: 36% of the respondents expect 15%-30% growth,
and 31% expect much more rapid growth of up to 50% or more.
Moody's forecasts retail loan growth of around 30% in 2013, but
since retail growth is mainly concentrated in unsecured products
and far outpaces the growth in real wages, material asset-quality
pressure could emerge once these loans start to season and loan
growth decreases.

- Nearly half of the CFOs expect stable lending and funding rates
in 2013 and about one-third of CFOs expect rates to increase.
However, the rating agency believes that weak economic growth
could prompt the Central Bank of Russia (CBR) to decrease its
benchmark rates this year. Under that scenario, borrowers' debt-
service capacity would improve somewhat, but banks' margins will
come under pressure.

- CFOs are optimistic on asset quality: 58% expect that the share
of problem loans will remain flat in 2013, while 27% expect
improvements in asset quality. However, Moody's forecasts a
marginal increase in problem loan levels, reaching the low teens
in 2013, because of the macroeconomic challenges that Russia
faces and the fact that loans originated during the 2011-12
credit boom will begin to season.

- 59% of the CFOs believe that capital adequacy levels will
remain stable. However, Moody believes that higher problem loans
and lower core earnings will exert negative pressure on banks'
capital in 2013, because the growth in risk-weighted assets will
likely outpace banks' internal capital generation. This, in turn,
will place an increased emphasis on raising capital from
shareholders and deleveraging.

- No decrease in banks' liquidity buffers, which Moody's views as
credit positive. Banks also have no plans to increase their
borrowings from CBR, a view not shared by Moody's: the rating
agency expects that banks will increase their borrowings from the
CBR because of lower growth in customer deposits.



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S E R B I A   &   M O N T E N E G R O
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LUKA BEOGRAD: Seeks Creditor Approval of Debt Restructuring Plan
----------------------------------------------------------------
Gordana Filipovic at Bloomberg News reports that Milan Beko,
owner of Luka Beograd AD, said the company has offered creditors
a five-year debt restructuring plan to avoid bankruptcy.

According to Bloomberg, Mr. Beko said in an interview in Belgrade
on May 10 that the plan includes a new schedule of repayments of
an estimated EUR47 million (US$60.4 million) of loans, as well as
EUR42 million  to Hypo Alpe-Adria Bank AD, which lent Beko's
Luxembourg-based Worldfin Fund cash in 2005 to acquire Luka
Beograd.

Luka Beograd "can't respond to its financial liabilities" and has
"no capacity to endlessly service interest rate payments,"
Mr. Beko, as cited by Bloomberg, said, speaking two days after
the police and the public prosecutor questioned him for the third
time this year about his role in the sale of the company and its
business activities.

The government is reviewing the past sale of 24 companies,
including Luka Beograd, after criticism from the European
Parliament, Bloomberg discloses.

The company will ask creditors, including Piraeus, Banca Intesa
AD and Komercijalna Banka AD to agree to the restructuring plan
and avoid bankruptcy, Bloomberg says.

Mr. Beko said that the plan needs to be supported by at least 51%
of creditors and also requires a court approval, Bloomberg
relates.  "This will give Luka Beograd a chance to revitalize"
and improve its financial condition, Bloomberg quotes Mr. Beko as
saying.

Mr. Beko, as cited by Bloomberg, said that the court will appoint
a supervisor to oversee the implementation of the program.
During that time, the company's accounts cannot be blocked,
Bloomberg notes.

Luka Beograd, whose port business declined as trade contracted
during four years of economic recession, ended 2012 with a
RSD356.5 million (US$4.14 million) loss, after a RSD14.6 million
profit in 2011, Bloomberg recounts.

Luka Beograd AD is the operator of a river port in the capital
Belgrade.



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S P A I N
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AVANZA SPAIN: Moody's Assigns 'B1' CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a corporate family rating of
B1 and a probability of default rating  of Ba3-PD to Avanza Spain
S.A.U., the ultimate holding company of the subsidiary guarantors
to the group's senior credit facilities. Concurrently, Moody's
has assigned a provisional (P)B1 rating to Avanza's proposed
EUR315 million of senior secured bonds due 2018 to be issued by
AG Spring Finance Limited ("Senior Secured Bonds") and a
provisional (P)B2 rating to the proposed EUR175 million of senior
unsecured fixed rate bonds due 2019 to be issued by AG Spring
Finance II Limited ("Senior Unsecured Bonds"). The company will
also raise a EUR50 million super senior revolving credit facility
("RCF") due 2017. The company is proposing to use the proceeds of
the Senior Secured Bonds and the Senior Unsecured Bonds to
refinance existing senior facilities within Avanza. As part of
the refinancing, Avanza Spain S.A. and Avanza Interurbanos S.L.
will be consolidated within Avanza, allowing the key assets of
the group to be consolidated going forward. This is the first
time that Moody's has assigned ratings to Avanza.

"The assigned B1 CFR reflects Avanza's small size, its high
reliance on Spanish public authorities for timely settlement of
invoices, and the company's high financial leverage albeit
somewhat mitigated by the length and steady earnings profile of
its regulated concessions" says Declan O' Brien, a Moody's
Analyst and lead analyst for Avanza.

The B1 CFR assigned to Avanza reflects the company's high
financial leverage, which is 7.0x gross debt/EBITDA (on a
Moody's-adjusted basis) and 6.5x net debt/EBITDA (on a Moody's-
adjusted basis) for the financial year-end December 2012 on a pro
forma basis. While the CFR is weakly positioned in the B1 rating
category, the rating is based on Moody's expectation that the
company will deliver on its business plan to reduce net
debt/EBITDA to 6x by financial year-end December 2013 and to
continue to decrease net debt thereafter. The high leverage is
mitigated by the regulated nature of the long term and exclusive
concessions which provides high stability and visibility to
EBTIDA as approximately 75% of revenues are generated from
concessions protected from cost increase risk and 85% of
concessions, by revenues, are in the urban and suburban bus
segments where lack of alternative is a significant factor in
choosing the company's services; these lines of business have
performed robustly through the financial crisis. Additionally,
the company's weighted average concession life, by revenues, is
11.6 years as of March 2013 and the company has virtually a 100%
renewal rate since 1885 providing additional visibility around
medium to long-term earnings.

Avanza's liquidity is good with a cash balance of EUR46.8 million
for year-end 2012. Internally generated cashflow is adequate and
the company is not forecast to draw under its EUR50 million RCF.
The business capital expenditure can change substantially from
year-to-year as requirements are dependent on the terms of their
contracts but the average age of Avanza's fleet is young at 6.4
years, well below requirements under Spanish law. Moody's expects
that the company's internally generated cashflow should cover the
company's ongoing basic cash needs, such as debt service, working
capital needs and expected capital expenditures. Avanza receives
approximately 35% of its revenues in the form of subsidies from
Spanish public authorities. Avanza had a negative working capital
movement in 2011, partly due to a delayed settlement of invoices
although this was largely reversed in 2012. Moody's views the
timely receipt of subsidy payments as a key credit risk for the
company going forward.

The B1 CFR also reflects Moody's view that Avanza (1) is a
leading company in its key markets of urban, suburban and long
distance bus concessions; (2) has increased total revenues and
EBITDA by 7.6% and 7.9%, respectively, for the period 2009-2012;
(3) that 84% of its revenues are contracted until post 2018; and
(4) has regulated concessions with a long weighted average
concession life and virtually 100% renewals since the 19th
century. However, the CFR also reflects that the company (5) is
highly leveraged with gross debt: EBITDA of 7x; (6) is exposed to
unfavorable dynamics in the long-distance sector; and (7) has a
financing structure which does not include any maintenance
covenants.

Given the lack of maintenance covenants under the bonds and the
RCF, Moody's views the proposed structure as covenant lite. Using
Moody's Loss Given Default (LGD) methodology Moody's assumed a
35% recovery rate rather than the standard 50% rate due to the
covenant lite nature of the proposed financing. This results in a
PDR of Ba3-PD, one notch higher than the CFR. Also in accordance
with Moody's LGD methodology, the Senior Secured Bonds are rated
(P)B1 (LGD4), in line with the B1 CFR and the Senior Unsecured
Bonds are rated (P)B2 (LGD6), one notch below the CFR.

Moody's issues provisional ratings in advance of the final sale
of debt instruments and these ratings reflect the rating agency's
preliminary credit opinion regarding the transaction only. Upon a
conclusive review of the final documentation, Moody's will
endeavor to assign a definitive rating to the debt. A definitive
rating may differ from a provisional rating.

Outlook

The stable outlook on the rating reflects Moody's expectation
that Avanza will (1) maintain its current performance and
continue to generate positive free cash flow; and (2) reduce its
net debt/EBITDA to below 6.0x.

What Could Change the Rating Up/Down

Positive pressure on the ratings could materialize if Avanza (1)
maintains its current operating performance; (2) generates
sustained positive free cash flow; and (3) improves its leverage
profile such that its Moody's-adjusted net debt/EBITDA ratio is
solidly below 5.0x.

Conversely, negative pressure on the ratings would emerge if
Avanza's liquidity profile and credit metrics deteriorate as a
result of (1) weakening its operational performance; (2)
acquisitions; or (3) an aggressive change in its financial
policy. Quantitatively, Moody's would also consider downgrading
Avanza's ratings if (1) its adjusted net debt/EBITDA ratio
remains above 6.0x for a prolonged period and if adjusted gross
debt/EBITDA is trending towards 7.0x; or (3) the company reports
negative free cash flow on a regular basis.

Headquartered in Madrid, Avanza is a leading provider of bus
transportation services in Spain. The company is 93% owned by
Doughty Hanson, a private equity firm. Avanza has four principal
lines of business: urban, suburban and long-distance bus
services, and bus terminals, representing 40.4%, 44.4%, 10.9% and
4.3% of revenue in 2012, respectively. Avanza is the largest
privately-owned bus transportation operator in the urban and
suburban bus transportation markets in Spain and the second
largest long-distance bus transportation operator in Spain, in
each case in terms of fleet.

These ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuers, such as
the company's (1) business risk and competitive position compared
with others within the industry; (2) capital structure and
financial risk; (3) projected performance over the near to
intermediate term; and (4) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Avanza's core industry and
believes Avanza's ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


AVANZA SPAIN: S&P Assigns Preliminary 'B+' CCR; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
long-term corporate credit rating to Spain-based bus service
provider Avanza Spain S.A.U. The outlook is stable.

At the same time, S&P assigned a preliminary 'B+' issue rating to
the proposed EUR315 million senior secured notes to be issued by
special-purpose vehicle AG Spring Finance Ltd. (not rated).  S&P
also assigned a 'B-' issue rating to the EUR175 million senior
unsecured notes to be issued by special-purpose vehicle AG Spring
Finance II Ltd. (not rated).

S&P understands that the proceeds of both notes will be on-lent
to Avanza by way of separate back-to-back loans.  S&P has
assigned a 'B+' issue rating to the back-to-back loan for the
senior secured notes and a recovery rating of '3', reflecting its
expectation of meaningful (50%-70%) recovery prospects in the
event of a payment default.  Additionally, S&P assigned a 'B-'
issue rating to the unsecured notes' back-to-back loan and a
recovery rating of '6', reflecting its expectation of negligible
(0%-10%) recovery prospects in the event of a payment default.

The final ratings are subject to the successful closing of the
proposed transactions, and also to the following:

   -- The placement of a five-year senior revolving credit
      facility of EUR50 million;

   -- The termination of the existing shareholder loan of
      EUR382.7 million between Avanza and its shareholders;

   -- Avanza Alpha Sarl transferring its Avanza Interurbanos
      shares to Avanza Spain without cash implications; and

   -- S&P's receipt and satisfactory review of all final
      transaction documentation.

Accordingly, the preliminary ratings should not be construed as
evidence of the final rating.  If Standard & Poor's does not
receive the final documentation within a reasonable time frame,
or if the final documentation departs from the materials it has
already reviewed, S&P reserves the right to withdraw or revise
its ratings.

The rating reflects S&P's assessment of Avanza's business risk
profile as "satisfactory" and its financial risk profile as
"highly leveraged."

Avanza's partial exposure to Spanish public authorities' payments
for revenue shortfalls is a ratings constraint.  While 35% of the
revenues are collected from public authorities, this is mitigated
by the fact that 65% of revenues are collected from passengers.
S&P believes that the local authorities' capacity to make timely
payments could reduce if economic conditions were to deteriorate
further.

S&P's view of concession renewal risk is also a ratings weakness.
While S&P believes this risk is currently low, the impact of
nonrenewal could be significant in the longer term.  Avanza's
exposure to passenger volume risk is also a rating constraint.
For 25% of its revenues, cost recovery is limited to a consumer
price index (CPI) adjustment to passenger fares.  The rating also
reflects S&P's view that Avanza is a relatively small company
with more concentration in Spain than international peers, some
of which are more diversified.

Avanza's strong competitive position as Spain's leading private
provider of bus services is a rating strength.  S&P notes its
track record of sustainable operating profit margins, supported
by long-term concession agreements and a business model focused
on forced mobility in urban and suburban markets (84% of
revenues) that deliver resilient and predictable EBITDA earnings.
About 75% of total revenues guarantees cost protection through
tariffs; 35% of total revenues do not involve any passenger
volume risk.  About 40% of revenue is exposed to passenger volume
risk but benefits from cost protection through tariffs.  Other
supporting factors include limited competition--the company
operates exclusive concession routes--and supportive regulation
in its key role as a provider of efficient urban and suburban
transport.

S&P's base-case operating scenario for 2013 incorporates its
assumption that Avanza will formalize the Zaragoza concession
renewal by mid-2013, as it was the sole bidder in the bidding
process.  S&P also anticipates a decline of 2%-4% in group
revenues on reduced kilometers in the Zaragoza urban bus network.
Under S&P's base case, it estimates the group's EBITDA margin
will remain at 19%-20% for 2013, but could face pressures from
price fluctuations and diesel availability; 25% of Avanza's
revenues is not protected against fuel costs increases through a
price-adjustment mechanism in its concession agreements.

S&P estimates that Avanza's Standard & Poor's-adjusted debt to
EBITDA will be about 6.0x-6.3x in 2013 (11x in 2012, in which S&P
includes the shareholder loans, but this loan should be
terminated as part of the refinancing).  S&P considers adjusted
debt to EBITDA of less than 7x to be commensurate with the rating
on Avanza.

The stable outlook reflects S&P's view that cash flows will
likely remain stable due to the predictable, contractual cash
flow of its current concession portfolio, and that this, along
with the proposed refinancing, should continue to support an
"adequate" liquidity position.  S&P also forecasts that Avanza
will continue to deliver cash-flow-protection measures in line
with a "highly leveraged" financial risk profile for at least the
next three years.  The typical outlook horizon for speculative-
grade ratings is 12 months.

S&P could consider lowering the ratings if credit measures
deteriorate such that FFO to debt falls below 9% and debt to
EBITDA exceeds 7x as a result of higher debt levels.  Debt could
increase on acquisitions, or working capital loans to bridge
delays in payments from the public authorities.  If Avanza failed
to renew some concession contracts, this would also reduce EBITDA
and could pressure the rating.

S&P is unlikely to raise the rating in the short-to-medium term
as it believes the company's financial risk profile will remain
"highly leveraged".  S&P is not likely to rate financial-sponsor-
owned companies, such as Avanza, with a business risk profile
that S&P assess as satisfactory, above 'B+'.



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S W I T Z E R L A N D
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CREDIT SUISSE: Fitch Affirms 'BB+' Capital Perpetual Notes Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed Credit Suisse AG's Long-term Issuer
Default Rating at 'A' with a Stable Outlook and Short-term IDR at
'F1'. The agency has also affirmed the bank's Viability Rating
(VR) at 'a', Support Rating at '1' and Support Rating Floor (SRF)
at 'A'. At the same time, Fitch affirmed the ratings of Credit
Suisse's subsidiaries and holding company and of its issues.

The rating actions on Credit Suisse have been taken in
conjunction with Fitch's Global Trading and Universal Bank (GTUB)
periodic review. Fitch's outlook for the industry is stable.
Positive rating drivers include improved liquidity, funding,
capitalization and more streamlined businesses, all partly driven
by regulation. Offsetting these positive drivers are substantial
earnings pressure, regulatory uncertainty and heightened legal
and operational risk.

KEY RATING DRIVERS - IDRS, VR AND SENIOR DEBT
The affirmation of Credit Suisse's VR and IDR reflect the bank's
operations as a global investment bank and wealth manager with a
solid domestic retail and commercial banking franchise. Credit
Suisse raised new capital in 2012, which together with the
aggressive reduction of risk-weighted assets (RWA) and retention
of earnings resulted in stronger capitalization. Following these
actions and pending divestments, Credit Suisse's Fitch Core
Capital ratio and regulatory capital ratios measured under Basel
III RWA are within the peer group range.

KEY RATING SENSITIVITIES - IDRS, VR AND SENIOR DEBT
Credit Suisse's Long-term IDR is on Stable Outlook, Fitch expects
the bank to continue to concentrate on its core segments in
investment banking, which will continue to be the group's main
risk center. The group has reduced various market risk metrics
and has a solid track record in managing the related risks, and
as a consequence Fitch expects lower volatility in the investment
bank's earnings particularly in periods of stress. Nevertheless,
in the agency's opinion, investment banking activities give rise
to material market and operational risks, which are captured in
Credit Suisse's VR. The high weighting of investment banking in
Credit Suisse's risk profile and earnings mix means that an
upside to the bank's VR is unlikely in the near term.

Fitch views positively the reduced market risk exposure in the
investment bank, where Basel III RWA declined by about 43%
between end-December 2010 and end-March 2013 (in USD terms). The
aggressive RWA reduction has weighed on earnings in recent years,
however losses on wind-down activities were immaterial in Q113
and the budgeted FY13 CHF400m burden is manageable. Credit
Suisse's VR would come under pressure if the bank materially
increased its investment banking risk appetite, which Fitch
currently does not expect, or if it was unable to maintain
earnings volatility at moderate levels.

The VR benefits from Credit Suisse's strong non-investment
banking operations, including wealth management, which provide
the bank with a more stable source of earnings. With assets under
management in the wealth management division of CHF836bn at end-
March 2013, Credit Suisse is one the world's largest wealth
managers. The bank's VR is sensitive to any material and
structural changes in the size of its wealth management
operations.

Credit Suisse's VR reflects Fitch's expectation that the bank
will maintain strong capital ratios. Swiss regulations will
require Credit Suisse to operate with a minimum 10% Swiss core
capital ratio, similar to Basel III but including certain
preferred notes, by 2019, however the bank expects to reach this
level by mid-2013. In addition, the bank will have to hold up to
9% of loss-absorbing capital, which can be in the form of
contingent convertible instruments.

Credit Suisse's capitalization has been improved materially by
capital raising initiatives implemented in 2012, including the
issuance of CHF3.8 billion of mandatory capital which has since
converted into common equity. As a result, Credit Suisse reported
a Basel III common equity Tier 1 (CET1) ratio of 8.6% at March
2013, which will rise to 8.8% pro forma for measures still
pending (including announced disposals). This level is within the
peer group range. Furthermore, Credit Suisse's Basel III ratios
are now their primary regulatory measure and therefore subject to
increased regulatory scrutiny compared with banks in other
jurisdictions that instead provide estimates of Basel III ratios.

The increase in equity has also reduced balance sheet leverage,
although it remains high compared to peers. Fitch expects the
bank to continue its balance sheet reduction, which should result
in an improved leverage ratio. The generally solid quality of
assets and the group's strong funding mitigates the high
leverage. Furthermore, Fitch expects the bank's capital to be
sufficient to meet "fully-loaded" leverage requirements under
Basel III, which include certain off-balance sheet items, ahead
of time, partly because these include contingent notes in
addition to common equity in the capital component.

In addition to its CET1 capital, the bank has about CHF4.3bn
contingent convertible notes, which convert into common equity if
the group's CET1 ratio falls below 7%. Fitch has assigned 100%
equity credit to the Tier 1 contingent convertible notes and 50%
equity credit to the Tier 2 note and considers this buffer
positive for the bank's VR as it provides further protection for
senior creditors. Failure to reach and maintain strong capital
ratios would put pressure on Credit Suisse's VR.

Fitch considers Credit Suisse's liquidity strong as it benefits
from a large and historically stable customer funding base, and
the bank estimates a net stable funding ratio of above 100%.
Liquidity is managed centrally, and Credit Suisse maintains a
large pool of liquid assets, partly driven by stringent Swiss
regulatory requirements. At end-March 2013, the bank reported
CHF135bn of cash, securities accepted under central bank
facilities and other liquid securities. Deterioration in
liquidity would put the VR under pressure.

Credit Suisse's Long-term IDR is at its SRF, which means that a
downgrade of its VR would only trigger downgrades of the IDRs if
the SRF were revised down as well.

KEY RATING DRIVERS - SUPPORT RATING AND SRF
The affirmation of Credit Suisse's Support Rating and SRF is
based on Fitch's view that the probability of support from the
Swiss authorities for Credit Suisse, if required, remains
extremely high in the near term due to the bank's systemic
importance.

RATING DRIVERS AND SENSITIVITIES - SUPPORT RATING AND SRF
Credit Suisse's Support Rating and SRF are sensitive to a change
in Fitch's assumptions around the availability of sovereign
support for the bank. There is a clear political intention to
ultimately reduce the implicit state support for systemically
important banks in Europe and the US, as demonstrated by a series
of policy and regulatory initiatives aimed at curbing systemic
risk posed by the banking industry. This might result in Fitch
revising SRFs downwards in the medium term, although the timing
and degree of any change would depend on developments with
respect to specific jurisdictions. Until now, senior creditors in
major global banks have been supported in full, but resolution
legislation is developing quickly and the implementation of
creditor "bail-in" is starting to make it look more feasible for
taxpayers and creditors to share the burden of supporting large,
complex banks.

KEY RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND
OTHER HYBRID SECURITIES
Subordinated debt and other hybrid capital issued by Credit
Suisse, Credit Suisse Group AG and by various issuing vehicles
are all notched down from the VRs of Credit Suisse or Credit
Suisse Group AG in accordance with Fitch's assessment of each
instrument's respective non-performance and relative loss
severity risk profiles, which vary considerably. Their ratings
are primarily sensitive to any change in the VRs of Credit Suisse
or Credit Suisse Group AG.

KEY RATING DRIVERS AND SENSITIVITIES - HOLDING COMPANY
Credit Suisse Group AG's IDRs and VR are equalized with those of
Credit Suisse and reflect its role as the bank holding company
and the modest double leverage of 100% at end-2012 at holding
company level. Fitch could notch the holding company's IDRs and
VR below Credit Suisse's ratings if double leverage at Credit
Suisse Group AG increased above 120% or if the role of the
holding company changed, which Fitch currently does not expect.

Credit Suisse Group AG's Support Rating and SRF reflect Fitch's
view that support from the Swiss authorities for the holding
company is possible, but cannot be relied on. As Credit Suisse
AG's SRF is 'No Floor', the holding company's Long-term IDR is
driven purely by its VR and is therefore primarily sensitive to
the same drivers as Credit Suisse's VR.

KEY RATING DRIVERS AND SENSITIVITIES - SUBSIDIARIES AND
AFFILIATED COMPANIES
Credit Suisse International is a UK-based wholly-owned subsidiary
of Credit Suisse Group AG, and Credit Suisse (USA) Inc. (CSUSA)
is the group's main US-based broker-dealer. Their IDRs are
equalized with Credit Suisse's and reflect support from their
parent as Fitch views them as core to the group's strategy in its
investment banking business.

Credit Suisse International is incorporated as an unlimited
liability company, which underpins Fitch's view that there is an
extremely high probability that it would receive support from its
parent if needed. In H112, Credit Suisse International
restructured its capital base, redeeming subordinated debt placed
with its parent with participating shares placed with the parent,
thereby improving the quality of its capital.

CSUSA's parent companies (Credit Suisse and Credit Suisse Group
AG) in 2007 issued full, unconditional and several guarantees for
the firm's outstanding SEC registered debt securities, which in
Fitch's opinion demonstrate the role of the subsidiary and the
extremely high probability that the firm would be supported if
needed.

The rating actions are:

Credit Suisse:

Long-term IDR: affirmed at 'A', Outlook Stable
Short-term IDR: affirmed at 'F1'
Viability Rating: affirmed at 'a'
Support Rating: affirmed at '1'
Support Rating Floor: affirmed at 'A'
Senior unsecured debt (including program ratings): affirmed at
  'A'/'F1'
Senior market-linked notes: affirmed at 'Aemr'
Subordinated lower Tier 2 notes: affirmed at 'A-'
Tier 1 notes and preferred securities: affirmed at 'BBB-'

The rating actions have no impact on the ratings of the
outstanding covered bonds issued by Credit Suisse

Credit Suisse Group AG

Long-term IDR: affirmed at 'A', Outlook Stable
Short-term IDR: affirmed at 'F1'
Viability Rating: affirmed at 'a'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'
Senior unsecured debt (including program ratings): affirmed at
  'A'/'F1'
Senior market-linked notes: affirmed at 'Aemr'
Subordinated notes: affirmed at 'A-'
Preferred stock (ISIN XS0148995888): affirmed at 'BBB'
Preferred stock (ISIN XS0112553291 and JPY30.bn issue): affirmed
  at 'BBB-'

Credit Suisse International:

Long-term IDR: affirmed at 'A', Outlook Stable
Short-term IDR: affirmed at 'F1'
Support Rating: affirmed at '1'
Senior unsecured debt (including debt issuance and CP program
  ratings): affirmed at 'A'/'F1'
Dated subordinated notes: affirmed at 'A-'
Perpetual subordinated notes: affirmed at 'BBB'

Credit Suisse (USA) Inc.:

Long-term IDR: affirmed at 'A', Outlook Stable
Short-term IDR: affirmed at 'F1'
Support Rating: affirmed at '1'
Senior unsecured debt (including program ratings): affirmed at
  'A'
Commercial paper program: affirmed at 'F1'
Subordinated notes: affirmed at 'A-'

Credit Suisse NY (branch):

Long-term IDR: affirmed at 'A', Outlook Stable
Short-term IDR: affirmed at 'F1'
Senior unsecured debt (including program ratings): affirmed at
  'A'
Commercial paper program: affirmed at 'F1'
Senior market-linked notes: affirmed at 'Aemr'

Claudius Limited:

Preferred securities: affirmed at 'BB+'

Credit Suisse Group (Guernsey) I Limited

Tier 2 Contingent Notes: affirmed at 'BBB-'

Credit Suisse Group (Guernsey) II Limited

Tier 1 Buffer Capital Perpetual Notes: affirmed at 'BB+'

Credit Suisse Group (Guernsey) IV Limited

Tier 2 Contingent Notes: affirmed at 'BBB-'



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T U R K E Y
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CUKUROVA HOLDING: TMSF Seizes Assets Following Debt Default
-----------------------------------------------------------
Ercan Ersoy at Bloomberg News reports that the Savings Deposit
Insurance Fund, also known as TMSF, said in an e-mailed statement
on Friday Cukurova Holding's assets were seized after the company
failed to pay debt since October 2012.

TMSF has right to collect its receivables as soon as possible and
"continues work" on assets seized, Bloomberg notes.

According to Bloomberg, TMSF said that implementation of
legislation for default on the group is necessary.

Cukurova Holding is owned by Mehmet Emin Karamehmet, who holds a
controlling stake in Turkey's largest mobile phone operator
Turkcell.



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U K R A I N E
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* UKRAINE: S&P Affirms 'B/B' Credit Ratings; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B/B' long- and
short-term foreign and local currency sovereign credit ratings on
Ukraine.  The outlook remains negative.

S&P also affirmed the long-term Ukraine national scale rating at
'uaA-'.

The ratings on the Ukraine are constrained by S&P's view of
political uncertainty, financial sector stress, and weak external
liquidity.  In particular, S&P thinks that the government's
strategy to secure foreign currency to meet its elevated external
financing needs over the medium term remains contingent on
favorable financing conditions in the capital markets.  The
ratings are supported by Ukraine's still relatively low, albeit
rising, government debt burden and fairly diversified economy.

Net foreign currency reserves declined sharply in 2012 to about
three months of capital account payments and less than 40% of
external short-term debt.  S&P expects this pressure to remain,
given the sizable current account deficit, significant short-term
external debt (by remaining maturity), and the adherence to a
heavily managed exchange rate.

"We also anticipate official foreign currency reserves will fall
further to around two months of current account payments and
below 30% of external short-term debt this year, and to remain at
these low levels absent longer-term official financing or some
improvement in current account performance.  The government has
been taking advantage of high levels of global liquidity and the
search for yield in international capital markets to cover its
financing needs.  In our view, these favorable conditions could
prove fleeting, however, which would further accentuate external
funding pressures.  We estimate that so far the government has
raised around half of its foreign currency needs in 2013," S&P
said.

S&P sees limited prospects for fiscal consolidation and has
revised its initial expectation that the government will
eventually raise domestic gas prices to reduce the financing
costs associated with recapitalizing Naftogaz (the state-owned
oil and gas company; see "Gas Market Reform In Ukraine Could
Provide A Tonic For Ailing Sovereign Creditworthiness," Feb. 5,
2013).  As a
result, S&P's estimate of the average general government deficit
over 2012-2015 has increased to 5% of GDP from around 4%.

Due to weak external demand for Ukraine's metals and machinery
exports and continued declines in industrial production, S&P now
expects real GDP per capita growth to average 2.5% in 2013-2015
(compared with the 4.1% S&P forecasts in its last full report on
Ukraine, published Dec. 18, 2012).  The government's debt burden
could rise sharply if the hryvnia weakens, as about 52% of gross
debt is denominated in foreign currency, although mostly on
concessional terms.  S&P expects a general government net debt
burden of around 32% of GDP over the forecast horizon if the
currency remains fairly stable and the GDP deflator (a more
broad-based measure of inflation than the consumer price index
[CPI]) continues to outpace the CPI by 5%-7% annually.

In April 2013, the government put forward a draft bill in the
Ukrainian parliament to lift the ban on privatizing Naftogaz.
This bill could facilitate the EU- and Ukraine-sponsored proposal
of a tripartite gas consortium between Ukraine, Russia, and the
EU to modernize Ukraine's gas transport system (GTS).  However,
S&P believes Russia will likely remain more focused on bypassing
Ukraine's GTS via its Nord Stream and South Stream pipelines.
The future of Ukraine's GTS without Russian gas is questionable,
absent a significant increase in domestic production.  Without
Russian involvement in any privatization deal, it is unlikely
that Ukraine would be able to renegotiate a lower price for its
gas imports from Gazprom.

On the other hand, President Yanukovych could take what S&P would
view as a politically costly step of ceding influence to Russia
regarding the GTS.  Such a move would put at risk Ukraine's
stated aim of further integration with European markets.  S&P do
not see any easy solution to Ukraine's dilemma, but S&P believes
the ongoing uncertainty about the country's direction is leading
to
ad-hoc policymaking, ongoing price distortions in the domestic
gas market, and reduced overall investment in the country.

The negative outlook reflects S&P's view that there is at least a
one-in-three chance that it could lower its long-term rating on
Ukraine over the next 12 months if it views as insufficient the
government's strategy to secure foreign currency to meet its
elevated external financing needs.  A sharp and sustained decline
in net foreign currency reserves would put downward pressure on
the ratings.

S&P could revise the outlook to stable if the government secures
funding to meet external debt service, in a timely manner, either
through the international capital markets, or through bi- or
multi-lateral loans, while also providing support for net
international reserves and setting the economy on a more
sustainable growth path.



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


ATMOSPHERE BARS: In Administration, 2 Bars at Risk
--------------------------------------------------
Daily Post reports that Broadway Boulevard on Mostyn Broadway,
Llandudno, and Chicago's in Brook Street, Wrexham are under
threat after their parent company Atmosphere Bars and Clubs Ltd
was put into administration as "a consequence of cash flow
problems."

The clubs will remain open as administrators seek to sell the
parent company, according to Daily Post.

The report relates that the firm employs 75 full-time staff and
418 part-time in 24 licensed premises across England and Wales.

Daniel Butters and Adrian Berry, of business advisory firm
Deloitte, have been appointed joint administrators.

"Unfortunately, as a consequence of cash flow problems, the
decision was taken by the directors of Atmosphere Bars and Clubs
to place the company into administration. . . . We are continuing
to trade the business and all venues remain open whilst seeking a
sale as a going concern," the report quoted Mr. Butters as
saying.


BARCLAYS BANK: Fitch Affirms 'BB+' Preference Shares Rating
-----------------------------------------------------------
Fitch Ratings has affirmed Barclays Bank plc's Long-term Issuer
Default Rating at 'A' with a Stable Outlook and Short-term IDR at
'F1'. The agency has also affirmed the bank's Viability Rating
(VR) at 'a', Support Rating (SR) at '1' and Support Rating Floor
(SRF) at 'A'. At the same time, Fitch has affirmed the holding
company Barclays plc's ratings and all debt ratings.

The rating actions on Barclays Bank have been taken in
conjunction with Fitch's Global Trading and Universal Bank (GTUB)
periodic review. Fitch's outlook for the industry is stable.
Positive rating drivers include improved liquidity, funding,
capitalization and more streamlined businesses, all partly driven
by regulation. Offsetting these positive drivers are substantial
earnings pressure, regulatory uncertainty and heightened legal
and operational risk.

KEY RATING DRIVERS - IDRS, VR AND SENIOR DEBT
Barclays Bank's VR, IDRs and senior debt ratings reflect the
bank's strong franchise in diversified businesses, its solid
track record in managing credit and market risk, healthy customer
funding franchise, strong liquidity management and Fitch's
expectation that the bank will maintain sound capital ratios that
are in line with its global peers. The ratings also reflect
market risk exposure through its investment banking operations
and the exposure to litigation and reputation risks.

RATING SENSITIVITIES - IDRS, VR AND SENIOR DEBT
Barclays Bank's Long-term IDR is on Stable Outlook. Fitch expects
Barclays Bank to concentrate on the businesses it has identified
as core during the strategy review it completed in February 2013.
This means that the bank will continue to operate a global
investment banking business, where it has strong market shares in
several key segments in fixed income and equities, which expose
the bank to potentially material market risk. The performance of
the bank's investment banking activities inevitably oscillates,
but has remained more stable than at many peers, and Fitch
expects the bank to continue managing related market risk
conservatively as risk-weighted assets (RWA) in investment
banking are set to decline further by 2015. Barclays Bank's VR
would come under pressure if the bank materially increased its
investment banking risk appetite, which Fitch currently does not
expect, or if it was unable to maintain earnings volatility at
moderate levels.

Barclays Bank's VR reflects Fitch's expectation that the bank
will maintain strong capital ratios in line with its global
peers, and the VR would come under pressure if the bank failed to
achieve its target capitalization. Barclays' pro-forma end-March
2013 Basel III look-through common equity Tier 1 (CET1) ratio
stood at 8.4%, which brings the bank more in line with its global
peers. In addition to CET1 capital, Barclays has issued USD4bn
contingent capital notes, which are written down if the bank's
CET1 ratio falls below 7%. These notes are not included in Fitch
Core Capital but have been assigned 50% equity credit and are
included in Fitch Eligible Capital.

Barclays' adjusted leverage remains somewhat higher than at its
US peers but is at the lower end compared with most of the
European GTUBs. Fitch expects leverage to decline as Basel III
leverage requirements are introduced.

Barclays Bank's VR benefits from its diversified business mix,
including a strong and well-performing domestic retail and
corporate banking franchise, and its global credit card business,
where profitability has been strong. Rating pressure would arise
if performance in these stronger businesses weakened. The VR
factors in Fitch's expectation that Barclays Bank's European
retail and business banking operations will remain a drag on the
group's profitability as loan impairment charges are likely to
remain high and margins are under pressure. The impact of the
European operations on the bank's earnings should remain
manageable as the restructuring of the European businesses should
improve efficiency, but the unit is unlikely to contribute
materially to group profit. The bank's wealth management unit is
small relative to those at some of its GTUB peers, but is
growing. Barclays Bank's VR is sensitive to any material and
structural changes in the size and relative earnings contribution
of the non-investment banking operations.

Fitch considers Barclays Bank's liquidity positive for its VR.
The group's liquidity pool declined to GBP141 billion at end-
March 2013 (2012: GBP150 billion) and cash and deposits with
central banks in the pool declined as holdings in government
bonds increased. Fitch considers liquidity at this level sound
given that liquid assets cover unsecured wholesale funding due in
less than one year (GBP98 billion) by 144%. Sound liquidity is
also reflected in Barclays' estimated 110% Basel III liquidity
coverage ratio and the 98% loan/deposit ratio in RBB, Corporate
Banking and Wealth and Investment Management. A material
deterioration in liquidity, which Fitch does currently not
expect, would put the bank's VR under pressure.

Barclays Bank's Long-term IDR is at its SRF, which means that a
downgrade of its VR would only trigger downgrades of the IDRs if
the SRF were revised down as well.
KEY RATING DRIVERS - SUPPORT RATING AND SRF
The affirmations of Barclays Bank's Support Rating and SRF are
based on Fitch's view that the probability of support from the UK
authorities for Barclays Bank, if required, remains extremely
high in the near term due to the bank's systemic importance.

RATING SENSITIVITIES - SUPPORT RATING AND SRF
The Support Rating and SRF are sensitive to a change in Fitch's
view of the ability or propensity of the UK sovereign to extend
full support to the bank's senior creditors. There is a clear
political intention to ultimately reduce the implicit state
support for systemically important banks in Europe and the US, as
demonstrated by a series of policy and regulatory initiatives
aimed at curbing systemic risk posed by the banking industry.
This might result in Fitch revising SRFs downward in the medium
term, although the timing and degree of any change would depend
on developments with respect to specific jurisdictions. Until
now, senior creditors in major global banks have been supported
in full, but resolution legislation is developing quickly and the
implementation of creditor "bail-in" is starting to make it look
more feasible for taxpayers and creditors to share the burden of
supporting large, complex banks.

KEY RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND
OTHER HYBRID SECURITIES
Subordinated debt and other hybrid capital, including the
contingent capital notes, issued by Barclays Bank is notched down
from its VR in accordance with Fitch's assessment of each
instrument's respective non-performance and relative loss
severity risk profiles, which vary considerably. Their ratings
are primarily sensitive to any change in Barclays Bank's VRs .

KEY RATING DRIVERS AND SENSITIVITIES - HOLDING COMPANY RATING
DRIVERS AND SENSITIVITIES
Barclays plc's IDRs and VR are equalised with those of Barclays
Bank and reflect its role as the bank holding company and the
absence of double leverage at end-2012 at holding company level.
Fitch could notch the holding company's IDRs and VR below
Barclays Bank's ratings if double leverage at Barclays plc
increased above 120% or if the role of the holding company
changed, which Fitch currently does not expect.

Barclays plc's SR and SRF reflect Fitch's view that support from
the UK authorities for the holding company is possible, but
cannot be relied on. As the SRF is 'No Floor', the holding
company's Long-term IDR is driven purely by its VR and is
therefore primarily sensitive to the same drivers as Barclays
Bank's VR.

The rating actions are:

Barclays Bank

Long-term IDR: affirmed at 'A'; Outlook Stable
Short-term IDR and short-term debt: affirmed at 'F1'
Viability Rating: affirmed at 'a'
Support Rating: affirmed at '1'
Support Rating Floor: affirmed at 'A'
Senior unsecured debt: affirmed at 'A'
Market linked securities: affirmed at 'Aemr'
Government guaranteed senior long-term debt: affirmed at 'AA+'
Lower Tier 2 debt: affirmed at 'A-'
Upper Tier 2 debt: affirmed at 'BBB'
Preference shares with no constraints on coupon omission:
affirmed at 'BB+'
Other hybrid Tier 1 instruments: affirmed at 'BBB-'
Tier 2 contingent capital notes: affirmed at 'BBB-'

The rating actions have no impact on the ratings of the
outstanding covered bonds issued by Barclays Bank

Barclays plc (Barclays's holding company parent)

Long-term IDR: affirmed at 'A'; Outlook Stable
Short-term IDR: affirmed at 'F1'
Viability Rating: affirmed at 'a'
Support Rating: affirmed at '5'
Support Rating Floor: affirmed at 'No Floor'

Barclays US CCP Funding LLC
US Repo Notes Programme: affirmed at 'F1'


BOND AVIATION: Moody's Assigns Definitive B2 Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a definitive B2 Corporate
Family Rating to Bond Aviation Group Limited. It also assigned a
definitive B2 rating on the GBP200 million Senior Secured Notes,
maturing 2019, issued by Bond Mission Critical Services plc. A
B2-PD Probability of Default rating has also been assigned to
Bond Aviation Group Limited. The outlook on the ratings is
stable.

Ratings Rationale:

The final terms of the Notes are in line with the drafts reviewed
for the provisional ratings assignments.

What Could Change the Rating -- Up

Given the relatively small size of Bond, upward pressure on the
rating would be dependent upon a sustained reduction in leverage,
as measured by an adjusted debt/EBITDA ratio trending towards
4.0x, as a result of the group demonstrating prudence in its
expansion strategy.

What Could Change the Rating -- Down

The rating could experience downward pressure if the fundamentals
of Bond's business dramatically changed or key blue-chip
customers significantly reduced their business with the group.
Specifically, increased pressure on the rating could result from
an adjusted debt/EBITDA ratio higher than 6.0x, and/or an
inability of the group to generate FCF to reduce net debt.
Downward pressure on the rating could also develop if the group
were to experience significant drawings on its RCF to fund rapid
expansion.

The principal methodology used in these ratings was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Staverton UK, Bond Aviation Group Limited is one
of the leading mission critical helicopter services providers in
the UK, providing support services in the areas of Life & Rescue
and Safety & Environment to customers including charity-funded
air ambulance and, to a lesser extent, local government bodies.
The company also provides offshore helicopter support for Energy
Support Services, primarily to blue-chip corporate customers. The
company operates 44 helicopters, and reported revenues of
GBP132.7 million and EBITDA of GBP35.2 million for the 12 months
ended December 31, 2012.

The present group was formed in May 2011 when it was acquired for
approximately GBP260 million (7.9x 2010 EBITDA) by Avincis
Mission Critical Services (B2 negative), which is 50.1% owned by
World Helicopters SA (advised by Investindustrial) and 49.9% by
KKR.


CO-OPERATIVE GROUP: S&P Affirms 'BB+' Ratings; Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on U.K.-based retailer the Co-operative Group Ltd. to
negative from stable.  At the same time, S&P affirmed its 'BB+'
corporate credit and senior unsecured debt ratings on the group.

Furthermore, the recovery rating on the group's senior unsecured
debt is unchanged at '3', indicating S&P's expectation of
meaningful (50%-70%) recovery for debtholders in the event of a
payment default.

The outlook revision reflects S&P's view that the Co-operative
banking group's focus on strengthening its capital position could
impede the group's execution of its overall financial objectives.
More specifically, S&P believes that it could increase the
execution risks surrounding the trading group's deleveraging
plans, the realization of which are, in S&P's view, critical for
the group to maintain its current ratings.

The Co-operative banking group reported a statutory pre-tax loss
of GBP668 million for the year-ended February 2013.  This arose
from a spike in impairments on higher risk mortgage and corporate
loans, a write-down of intangible assets, customer redress costs,
and transformation expenses.  S&P understands that the financial
services businesses are ring-fenced from the rest of the group,
for regulatory purposes.

S&P's corporate credit rating on the group relates to its trading
operations.  Accordingly, S&P's analysis continues to focus
primarily on the Co-operative trading group and S&P
deconsolidates the results of the banking group when calculating
its adjusted credit metrics.

The banking group has acknowledged that it needs to bolster its
capital buffers to improve its resilience in the face of still-
weak earnings prospects and a prolonged, unsupportive economic
environment.  With this in mind, management has agreed the sale
of the life insurance business to Royal London Mutual Insurance
Society Ltd.  S&P understands that this transaction is in its
final stages, but is subject to regulatory approval.  Management
is also seeking a buyer for the general insurance business, and
intends to further run down non-core banking assets.  However, it
is currently unclear to S&P whether these actions together will
be sufficiently large or timely to deliver the capital
strengthening required.

S&P believes that a nonfinancial company such as the Co-operative
trading group would have limited capacity to provide sizable
capital, and/or liquidity support, to banking operations of the
size of the Co-operative banking group.  While S&P's base-case
credit scenario still factors in a low likelihood of any support
from the trading group to the banking group, it cannot completely
preclude this possibility from its credit analysis of the trading
group.  S&P also understands from management that even if the
trading group wanted to contribute capital to the banking group,
the former's loan documentation could potentially impose certain
restrictions on this.

In S&P's view, it is somewhat conceivable that, at the very
least, the Co-operative banking group's focus on strengthening
its capital position may affect the trading group's deleveraging
plans.  This could occur at a time when business trends are flat
and headroom under financial metrics is limited, with Standard &
Poor's-adjusted debt to EBITDA likely to be higher than 4.0x over
2013.

It is also possible that the banking group's focus on its capital
position could dilute any potential benefits to the trading
group's leverage from the recent withdrawal from the "Verde"
transaction with Lloyds Banking Group PLC.  S&P had previously
estimated that the exit from the Lloyds transaction would
moderately benefit the 2013 adjusted-debt-to-EBITDA ratio of the
trading group by about 0.2x-0.5x.

"We continue to assess the Co-operative Group's business risk
profile as "satisfactory" based on its position as the U.K.'s
largest consumer co-operative and fifth-largest food retailer.
The Co-operative Group also has a well-recognized brand and large
store network comprising of local, convenience, and midsize
stores.  Our base-case forecasts factor in nominal growth in
group revenues of less than 1%, with the adjusted EBITDA margin
remaining less than 7% in 2013 and 2014, given an intensely
competitive trading climate and subdued macroeconomic conditions
in the U.K.  We assess the Co-operative Group's financial risk
profile as "significant" under our criteria, reflecting the
group's high debt levels; its inability to raise public equity
due to its status as a co-operative; and substantial off-balance-
sheet liabilities, such as operating lease commitments.  We
anticipate that the group will maintain adjusted funds from
operations (FFO) to debt at the higher end of 15%-20% and
adjusted debt to EBITDA ratios at 4.0x-4.5x throughout 2013.  The
latter will depend on management's successful reduction of debt,
as planned, through disposals, curbed capital expenditure
(capex), and member payments," S&P said.

The issue rating on the Co-operative Group's GBP450 million and
GBP350 million unsecured notes due 2020 and 2026, respectively,
is 'BB+', in line with the corporate credit rating.

The recovery rating on these unsecured notes is '3', indicating
S&P's expectation of meaningful (50%-70%) recovery for
debtholders in the event of a payment default.  In line with
S&P's recovery rating criteria, it generally cap its recovery
ratings on unsecured debt issued by corporate entities with
corporate credit ratings of 'BB-' or higher at '3'.  This
reflects S&P's view that their recovery prospects are at greater
risk of being impaired by the issuance of additional priority or
pari passu debt prior to default.

The issue and recovery ratings on the unsecured debt instruments
are supported by S&P's valuation of the Co-operative Group as a
going concern.  S&P's recovery analysis is also underpinned by
the large portfolio of stores owned by the group.  However, the
ratings also reflect the unsecured status of the notes.

S&P's hypothetical default scenario assumes a decline in sales
and profits, as well as increasing competition from large grocery
stores moving into convenience food retailing.  In S&P's
scenario, rising food commodity prices and energy costs could
also reduce the group's profit margin.  Based on this, S&P
assumes a payment default in 2017, which corresponds to the
maturity year of the GBP950 million bank facilities.

"The negative outlook reflects our view that the Co-operative
banking group's need to strengthen its capital position may
increase the execution risks surrounding the trading group's
deleveraging plans.  This is because the ability of the trading
group to maintain its credit ratios of adjusted FFO to debt at
the higher end of the 15%-20% range and adjusted debt to EBITDA
at between 4.0x and 4.5x throughout 2013, could itself depend on
the execution of management's plans to reduce debt, through
disposals and curbed capex.  We are not currently aware, however,
of any intention of management to support the banking group using
the trading group's financial resources," S&P said.

"We could lower the rating if the Co-operative Group appears to
us unable to keep its credit metrics in line with our guidelines
for the rating.  In our view, this could occur if management is
unable to execute its plan to reduce leverage, or if there is a
sharper-than-anticipated deterioration in operating performance
at the group's food retail or specialist businesses.  We could
also consider a downgrade if we consider that the likelihood of
the trading group having to support the banking group has
increased, or if there is any actual or potential breach of the
ring-fence on the banking group's operations," S&P added.

"We could revise the outlook to stable if the Co-operative Group
strengthens its operating performance and improves its adjusted
financial metrics, such that FFO to debt is more than 25% and
debt to EBITDA is less than 4x, on a sustainable basis.  In our
view, this outcome could arise following material deleveraging at
the trading group as a result of significant disposals.  A
revision of the outlook to stable would also depend on our
increased confidence in the banking group being able to support
itself sufficiently in order to fund its future capital needs,"
S&P noted.


DANIEL CONTRACTORS: In Administration, 1,400 Jobs at Risk
---------------------------------------------------------
Alistair Houghton at Liverpool Daily Post reports that Daniel
Contractors has gone into administration putting 1,400 jobs at
risk.

Accountancy firm Deloitte has been apppointed to Daniel
Contractors and to its subsidiary business, Land and Marine
Project Engineering.

Deloitte said it would continue to trade two of its three main
contracts, while the customer of the third main contract plans to
transfer the work and the related Daniel employees to another
company, according to Liverpool Daily Post.  The report relates
that Deloitte said a transfer of those contracts 'would safeguard
990 jobs.'

The report notes that the company said it had already received
several expressions of interest for Land and Marine, which
employs 284 of the group's 1,449 staff.

Bill Dawson, joint administrator and partner in Deloitte's
restructuring services team, said: "We are in discussions with
the key stakeholders and interested parties of the group in an
attempt to sell all or parts of the businesses and we will be
briefing the employees about the situation," the report adds.

Daniel Contractors specialises in work in the utilities sector.


DECO 6: S&P Lowers Rating on Class B Notes to 'CCC'
---------------------------------------------------
Standard & Poor's Ratings Services lowered to 'B- (sf)' from 'BB
(sf)' and removed from CreditWatch negative its credit rating on
DECO 6 - UK Large Loan 2 PLC's class A2 notes.  At the same time,
S&P has lowered to 'CCC (sf)' from 'B- (sf)' its rating on the
class B notes, and has affirmed its 'D (sf)' ratings on the class
C and D notes.

The rating actions follows S&P's review of the underlying loans'
credit quality by applying its updated criteria for rating
European commercial mortgage-backed securities (CMBS)
transactions.

On Dec. 6, 2012, S&P placed its rating on the class A2 notes on
CreditWatch negative following the update to its European CMBS
criteria.

                         THE BRUNEL LOAN

The Brunel loan matured in April 2012 and is secured on the
Brunel Shopping Centre in Swindon.  The loan has been in special
servicing since June 2011, and failed to repay at loan maturity
in April 2012.  The issuer instructed Law Of Property Act
receivers to take control of the rental income during the ongoing
loan restructuring process.

The Oct. 25, 2011 valuation of the property reports a revised
figure of GBP87.2 million, reflecting a 33% decline from the
GBP130.2 million valuation at closing, and a current senior loan-
to-value (LTV) ratio of 116%.

The special servicer continues to consider many asset management
initiatives.  However, S&P considers that the loan will likely
experience principal losses.  S&P has therefore assumed losses in
its base case scenario.

                          THE MAPELEY LOAN

The Mapeley loan matures in July 2015 and is secured on a
portfolio of 16 secondary U.K. office properties.  The loan
defaulted in October 2011 due to a breach of the interest
coverage ratio (ICR) covenant of 1.15x.  The servicer
subsequently transferred the loan into special servicing.  The
excess cash is held in a reserve account and the current balance
stands at GBP11 million.  S&P understands that this fund is
available to top up any future loan interest shortfalls.

Hatfield Philips International, as the special servicer, based
its post-enforcement workout strategy on the asset management and
sale of the individual assets until loan maturity in July 2015.
In January 2013, the servicer reported a 228.67% LTV ratio.
Given the reported LTV ratio, S&P has assumed losses in its base
case scenario.

                          RATING ACTIONS

Standard & Poor's ratings address timely payment of interest and
payment of principal no later than the legal final maturity date
in July 2017.

S&P considers the credit enhancement available to the class A2
and B notes to be insufficient to mitigate the risk of losses
from the underlying loans at the currently assigned rating
levels.  S&P has therefore lowered to 'B- (sf)' from 'BB (sf)'
and removed from CreditWatch negative its rating on the class A2
notes, and lowered to 'CCC (sf)' from 'B- (sf)' its rating on the
class B notes.

S&P has affirmed its 'D (sf)' ratings on the class C and D notes
because they have experienced interest shortfalls on previous
interest payment dates.

DECO 6 - UK Large Loan 2 is a 2005-vintage U.K. CMBS transaction.
Deutsche Bank AG, London Branch is the transaction's arranger.
At closing, the transaction comprised four loans.  Two of the
loans have prepaid, leaving two loans outstanding with a total
senior balance of GBP272.16 million.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an property-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

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

Rating Lowered and Removed From CreditWatch Negative

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

Rating Lowered

B                CCC (sf)      B- (sf)

Ratings Affirmed

C                D (sf)
D                D (sf)


DECO 6: S&P Lowers Rating on Class B Notes to 'CCC'
---------------------------------------------------
Standard & Poor's Ratings Services lowered to 'B- (sf)' from 'BB
(sf)' and removed from CreditWatch negative its credit rating on
DECO 6 - UK Large Loan 2 PLC's class A2 notes.  At the same time,
S&P has lowered to 'CCC (sf)' from 'B- (sf)' its rating on the
class B notes, and has affirmed its 'D (sf)' ratings on the class
C and D notes.

The rating actions follows S&P's review of the underlying loans'
credit quality by applying its updated criteria for rating
European commercial mortgage-backed securities (CMBS)
transactions.

On Dec. 6, 2012, S&P placed its rating on the class A2 notes on
CreditWatch negative following the update to its European CMBS
criteria.

                         THE BRUNEL LOAN

The Brunel loan matured in April 2012 and is secured on the
Brunel Shopping Centre in Swindon.  The loan has been in special
servicing since June 2011, and failed to repay at loan maturity
in April 2012.  The issuer instructed Law Of Property Act
receivers to take control of the rental income during the ongoing
loan restructuring process.

The Oct. 25, 2011 valuation of the property reports a revised
figure of GBP87.2 million, reflecting a 33% decline from the
GBP130.2 million valuation at closing, and a current senior loan-
to-value (LTV) ratio of 116%.

The special servicer continues to consider many asset management
initiatives.  However, S&P considers that the loan will likely
experience principal losses.  S&P has therefore assumed losses in
its base case scenario.

                          THE MAPELEY LOAN

The Mapeley loan matures in July 2015 and is secured on a
portfolio of 16 secondary U.K. office properties.  The loan
defaulted in October 2011 due to a breach of the interest
coverage ratio (ICR) covenant of 1.15x.  The servicer
subsequently transferred the loan into special servicing.  The
excess cash is held in a reserve account and the current balance
stands at GBP11 million.  S&P understands that this fund is
available to top up any future loan interest shortfalls.

Hatfield Philips International, as the special servicer, based
its post-enforcement workout strategy on the asset management and
sale of the individual assets until loan maturity in July 2015.
In January 2013, the servicer reported a 228.67% LTV ratio.
Given the reported LTV ratio, S&P has assumed losses in its base
case scenario.

                          RATING ACTIONS

Standard & Poor's ratings address timely payment of interest and
payment of principal no later than the legal final maturity date
in July 2017.

S&P considers the credit enhancement available to the class A2
and B notes to be insufficient to mitigate the risk of losses
from the underlying loans at the currently assigned rating
levels.  S&P has therefore lowered to 'B- (sf)' from 'BB (sf)'
and removed from CreditWatch negative its rating on the class A2
notes, and lowered to 'CCC (sf)' from 'B- (sf)' its rating on the
class B notes.

S&P has affirmed its 'D (sf)' ratings on the class C and D notes
because they have experienced interest shortfalls on previous
interest payment dates.

DECO 6 - UK Large Loan 2 is a 2005-vintage U.K. CMBS transaction.
Deutsche Bank AG, London Branch is the transaction's arranger.
At closing, the transaction comprised four loans.  Two of the
loans have prepaid, leaving two loans outstanding with a total
senior balance of GBP272.16 million.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an property-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

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

Rating Lowered and Removed From CreditWatch Negative

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

Rating Lowered

B                CCC (sf)      B- (sf)

Ratings Affirmed

C                D (sf)
D                D (sf)


GALA GROUP: Fitch Raises Rating on GBP350MM Sec. Notes to 'BB'
--------------------------------------------------------------
Fitch Ratings has upgraded Gala Coral Group Ltd's subsidiary Gala
Group Finance plc's GBP350 million senior secured notes to 'BB'
from 'BB-' and to 'RR1' from 'RR2'. The agency has simultaneously
affirmed Gala Coral Group Ltd's Long-term Issuer Default Rating
(IDR) at 'B' and Gala's subsidiary Gala Electric Casinos plc's
senior notes 'CCC+' rating and Recovery Rating of 'RR6'. The
Outlook on Gala's IDR remains Stable.

The upgrade of Gala's senior secured notes reflects the
expectation of increased recovery to between 91% and 100%
following the application of GBP113 million of GBP175 million net
proceeds from the divestment of Gala's casino business to pre-
payment of Gala's GBP825 million Term Loan B. Term Loan B ranks
pari passu with the senior secured notes. Both instruments enjoy
guarantees and share pledges of subsidiaries accounting for over
80% of group EBITDA and gross assets. Consistently with Fitch's
methodology, the materiality of the security package and the high
expected recovery allow a three-notch uplift from Gala's IDR.

At the same time, Fitch has affirmed Gala's IDR. As noted in its
May 2012 comment "Fitch: No Rating Impact on Gala Coral from
Casino Disposal" at www.fitchratings.com, the agency believes the
divestment will provide benefits in terms of improving Gala's
chances of focusing resources on fewer core businesses. It also
allows it to pay down some debt. However, Gala's leverage is
still high and execution risks in its turnaround remain.

KEY RATING DRIVERS

Free Cash Flow Improvements
Gala reported mildly negative free cash flow (FCF) of GBP2.8
million in FY12 due to increased capex and higher restructuring
costs. However Fitch expects both of these to decline from FY13,
and coupled with better profitability, to lead to increasing FCF.
Fitch projects that Gala's FY13 net lease adjusted funds from
operations (FFO)-based leverage (calculated including PropCo
debt) should drop to between 6.0x and 6.2x (from FYE12's 6.3x)
thanks to positive FCF and the disposal of Gala Casinos. This
however remains high for Gala's 'B' rating.

Stable Outlook
In December 2012, Fitch revised the Outlook of Gala's IDR to
Stable from Negative reflecting the improved competitive profile
of its bingo and high-street betting units. The turnaround plan
launched in late 2010 has started to bear fruit with Gala
reporting mild organic growth for financial-year-to-September-
2012 (FY12) group turnover, gross profit and EBITDA after five
years of decline.

Risks Remain
Execution risks remain in Gala's turnaround process. In addition,
the gaming industry remains exposed to a fast pace of innovation
and particularly fierce competition in the online sphere. These
risks are mitigated by the company's enhanced innovation ability
and pipeline.

Coral Stabilizing
After gradually losing market share to peers William Hill and
Ladbrokes, Coral's performance has improved in FY12, although it
is still lagging as competitors have also strengthened. For FY12
Coral's over-the-counter gross win margin grew to 17.3% (FY11:
16.4%) and was better than Ladbrokes' 16.7%, though not as strong
as William Hill's 18.2%. Average gross win per machine per week
over FY12 grew to GBP920 (GBP887), marginally better than to
William Hill (GBP911) but weaker than Ladbrokes (GBP946). Fitch
expects further improvements in Coral's machine estate from the
forthcoming roll out of Global Draw's new cabinets.

Bingo Performance Maintained
Admissions declined in FY12 due to the reduction of free bingo
and partly because of softer consumer spending. This, however,
has been offset by an improvement in spending per head as well as
improved margins across all product groups, which offset
increased costs to achieve a divisional EBITDA of GBP69 million,
excluding week 53 (up 17% yoy). Fitch expects attendance to
remain under pressure, but further scope to increase spending and
margins will enable further EBITDA improvements.

Online Replatforming On Plan
2012 saw the re-launch of galacasino.com and galabingo.com. Both
have shown improvements in key performance indicators, albeit
from a low base. EBITDA at FYE12 for Interactive was close to
GBP26 million, marginally up year on year. Fitch expects only
marginal improvements in profitability for FY13 as top-line
growth will be achieved through increased marketing costs and
these will weigh on divisional profit.

RATING SENSITIVITIES

Negative: Future developments that could lead to negative rating
action include:

- EBITDA failing to maintain a trajectory of moderate growth
- FCF close to zero
- Net lease adjusted FFO-based leverage higher than 6.5x on
  a sustained basis
- Gross lease adjusted FFO-based leverage remaining higher than
  7.0x on a sustained basis

Positive: Future developments that could lead to positive rating
action include:
- Net lease adjusted FFO-based leverage falling below 5.0x on a
  sustained basis
- Gross lease adjusted FFO-based leverage falling below 6.0x on
  a sustained basis


QUEENSFERRY HOTEL: In Administration, Cuts 40 Jobs
--------------------------------------------------
stv news reports that more than 40 jobs have been saved after a
Queensferry Hotel was rescued from administration.

The company which owned the Queensferry Hotel in North
Queensferry went into administration in January, according to stv
news.  The report relates that Cairn Hotel Group had bought the
freehold for the hotel.

The report notes that the Cairn Hotel Group have promised to keep
the hotel's 40 existing staff and create new jobs as part of the
GBP3 million refusbishment.

The report discloses that Aran Handa, director at the Cairn Hotel
Group, said: "The Cairn Hotel Group has a proven track record of
rescuing and restoring struggling properties like the Queensferry
hotel. . . . We are now looking forward to not only returning the
property to its former glory but introducing the high levels of
customer service and staff satisfaction which operate in all our
hotels across the UK."


THOMAS COOK: S&P Puts 'B-' Corp. Rating on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has placed its
'B-' long-term corporate credit rating on U.K.-based tour
operator Thomas Cook Group PLC, and 'B-' issue ratings on the
company's outstanding notes, on CreditWatch with positive
implications.

At the same time, S&P assigned a 'B-' issue rating to the
proposed EUR525 million unsecured notes, and placed it on
CreditWatch positive.  The recovery rating on the unsecured notes
is '4', indicating S&P's expectation of average (30%-50%)
recovery in the event of a payment default.

The CreditWatch placement follows the company's announcement that
it intends to refinance its upcoming debt maturities with a
combination of new equity (GBP425 million) and debt issuance
(EUR525 million new notes, a GBP500 million new revolving and
bonding facility, and an additional forward start facility of
GBP191 million).  S&P understands that Thomas Cook will use the
proceeds from the new equity and debt issuance to refinance its
existing GBP1.311 billion syndicated bank facility maturing in
2015, and the forward start facility will cover most of the
refinancing on the EUR400 million bonds at maturity in 2015.

If successful, S&P would expect such a plan to materially improve
the financial flexibility of the company, both in terms of
liquidity headroom and credit metrics.  Specifically, S&P would
anticipate the following:

   -- The proceeds from the new equity issuance will reduce
      outstanding debt by about GBP350 million.  This, along with
      a projected improvement in profitability, is likely to
      materially reduce leverage from the high level that Thomas
      Cook reported in 2012.  S&P estimates that Standard &
      Poor's-adjusted gross debt to EBITDA will remain slightly
      less than 7.0x at both year-end September 2013 and at the
      seasonal low point in December.  This ratio was 8.9x at the
      end of financial year-ended Sept. 30, 2012.  In financial
      2013, adjusted interest coverage by EBITDA ratio should
      reach, under S&P's projections, about 2.0x compared with
      1.3x at the end of financial 2012.

   -- S&P expects leverage to reduce further in financial 2014,
      when it estimates that adjusted gross debt to EBITDA will
      be less than 6.0x and adjusted interest coverage will be
      more than 2.0x.  This is mainly based on S&P's assumptions
      of a material reduction in operating restructuring costs--
      which are considered exceptional by the company--and some
      margin improvement as a result of the cost cutting exercise
      implemented by the company and better yield management.

   -- S&P also estimates funds from operations (FFO) to total
      debt to improve to about 15% by financial 2014 from 9% in
      2012. The proceeds will significantly improve Thomas Cook's
      liquidity position.

   -- S&P estimates that headroom on covenants will be above the
      15% threshold over the next 12 months and that the cash
      cushion at the seasonal low point in the fourth calendar
      quarter of 2013 and 2014 will be adequate (at over
      GBP200 million).  If Thomas Cook successfully implements
      its plan, S&P would assess liquidity as "adequate," under
      its criteria.  The proceeds will improve Thomas Cook's
      maturity profile.  There would be no material debt
      maturities or debt amortization requirements before 2017
     (the EUR400 million notes due 2015 would be mainly
      refinanced through the committed GBP191 million forward
      start facility).

S&P's assessment of Thomas Cook's business risk profile remains
unchanged under its criteria at the low end of the "weak"
category.  S&P's assessment mainly reflects its view of the
cyclicality and seasonality of the tourism industry, which
creates ongoing margin pressure; deepening threats to
discretionary consumer spending in some markets; and a high level
of event risk.

S&P's operating scenario for the next 12-18 months includes the
following:

   -- S&P's expectation of a continued weak global economy, which
      will affect operating trends.  That said, under S&P's base-
      case credit scenario it assumes some moderate improvement
      in discretionary spending in the group's main countries of
      operation--the U.K., Germany, and the Nordic region
      countries.

   -- A predicted decline in revenues by 3% in 2013 as a result
      of capacity reduction.  In S&P's view, new management
      initiatives are likely to support low-single-digit sales
      growth from 2014.  Still-sizable restructuring costs (over
      GBP110 million under S&P's base-case scenario), which will
      weaken profitability and capacity to generate cash flow in
      2013.  From 2014, such operating restructuring costs are
      projected to significantly decline, allowing for margin
      improvement and better cash flow generation capacity.

   -- Margins are projected to improve in 2013 and 2014--from
      about 1% to over 3% and 4% respectively--as growth in the
      average selling price in the group's main regions outpaces
      cost inflation, due to better yield management as well as
      cost savings initiatives implemented by the new management.

   -- S&P anticipates capital investments of between
      GBP175 million-GBP185 million in both 2013 and 2014.

   -- No dividend payments projected in the next 12-18 months

The recovery rating on the proposed notes is '4', in line with
the rating on the existing unsecured bonds, reflecting S&P's
expectation of average (30%-50%) recovery expectations in the
case of a payment default.  S&P's estimated recovery prospects
are at the low end of the 30%-50% range, and reflect its estimate
of the company's valuation in case of default, and its proposed
capital structure, mainly comprising unsecured debt instruments.

S&P expects to resolve the CreditWatch placement within 30 days.
S&P will resolve the CreditWatch following the expected
completion of the equity offering and partial refinancing of
Thomas Cook's upcoming debt maturities.  In particular, S&P will
review the documentation of Thomas Cook's notes offering and new
bank facilities (including the key terms and conditions and the
maintenance covenant package), along with the size of the equity
offering, and their consistency with the summary terms that were
shared with S&P on a draft basis.

S&P will raise the rating on Thomas Cook (and its rated debt
instruments) to 'B' on the successful completion of the equity
injection and partial refinancing, as per the company's
announcement.  This would be mainly due to S&P's anticipation
that the main near-term liquidity issues facing the company,
specifically the 2015 debt maturities and tight covenant
headroom, will have been satisfactorily addressed, alongside a
tangible improvement in projected credit ratios.

If management fails to implement the planned changes to the
group's capital structure, S&P would likely affirm the current
ratings.


THOMAS COOK: Fitch Rates New EUR525MM Unsecured Notes at 'B+'
-------------------------------------------------------------
Fitch Ratings has placed Thomas Cook Group plc's (TCG) Long-term
foreign currency Issuer Default Rating (IDR) and senior unsecured
rating on Rating Watch Positive (RWP).  Fitch has also assigned
expected ratings of 'B+(EXP)'/'RR3' (51%-70%) to the new EUR525m
unsecured notes issued by Thomas Cook Finance plc that will be
guaranteed by Thomas Cook Group plc. When the announced
refinancing plan is completed, Fitch expects to upgrade TCG's IDR
to 'B' from 'B-' and assign a Positive Outlook. Fitch expects
TCG's existing senior unsecured debt will be upgraded to
'B+'/'RR3' (51%-70%) from 'RR4' (31%-50%) at that point.

This follows the announcement of the group's GBP1.6 billion new
refinancing plan which includes the following three inter-
conditional financing elements. These comprise: (1) a fully
underwritten GBP425 million gross proceeds from a placing and
rights issue; (2) a new EUR525 million senior unsecured notes
maturing in 2020 issued by Thomas Cook Finance plc, guaranteed by
Thomas Cook plc, and; (3) a GPP691 million revolving credit
facility (RCF) facility maturing in 2017. The latter incorporates
a GBP300 million RCF facility and GBP200 million bonding facility
(GBP30 million maturing in 2015 and a GBP170 million in 2017)
plus an equivalent of GBP191 million additional RCF available for
the purpose to repay at maturity the EUR400 million, 6.75% notes
due in 22 June 2015.

The new bank debt, senior unsecured notes and equity issuance are
fully-underwritten. The final equity issuance is subject to the
approval of shareholders, with a meeting to be held on June 3,
2013.

The prospective upgrade of TCG's IDR to 'B' from 'B-' upon
completion of the transaction reflects Fitch's expectation that
the refinancing and the already-announced group "transformation
plan" are likely to result in a further improvement in both the
group's profitability and adjusted leverage ratios. Likewise, the
Positive Outlook reflects upside potential, albeit constrained at
that point by further inherent execution risks associated with
the full realization of the results of the company's
transformation plan.

Final ratings will be contingent upon completion of the
transaction and the receipt of final documentation conforming
materially to information already received.

KEY RATING DRIVERS

Competitive, Low-Margin Industry: Competition in the sector
remains intense, notably from low-cost airlines and the rapid
development of online companies. Fitch sees TCG's target to
increase online penetration as critical to address customer
booking behavior, notably in the UK. The group targets the share
of passengers booking online to increase to more than 50% from
34% by FY15. The main risk relies on the group's ability to
create an online platform working efficiently across all group
functions.

Turnaround Plan: The group is undertaking a comprehensive
turnaround of its UK business as well as a group-wide cost out
program. The programs aim to improve EBIT from 2012 to 2015 by
GBP390 million (GBP140 million UK turnaround and GBP250 million
group-wide cost out). The transformation plan entails inherent
execution risks, although Fitch notes that the majority of the
improvement is driven by cost-outs that have been clearly
identified. However, the full achievement will remain subject to
external factors such as the fluctuation of jet fuel prices, FX
changes and any external shocks disrupting international tourism.

Exceptional Costs: TCG reported high exceptional costs of
GBP129.9 million at FYE12. Fitch understands that exceptional
costs will be reduced over the period 2013-2015 and will reduce
to approximately GBP100 million, mainly related to the group's
restructuring plans. However, the group will also incur
restructuring costs related to its French operation.

Disposals: The group has divested businesses (GBP122.7 million)
and carried out some sale and lease-back transactions on its
aircraft (GBP189.4 million) in order to improve liquidity and
stabilize its debt level in FY12. Fitch expects more modest
divestments in the next three years. Management has identified
potential for GBP100 million-GBP150 million of gross proceeds
from sales of non-core assets.

Improved Debt Maturity Profile and Liquidity Headroom: Fitch
views the group's refinancing proposal as positive for the lower
'B-' rating as it will extend the group's 2015 bank debt
maturities to 2017 and will partly already ensure the refinancing
of its June 2015 EUR400 million senior unsecured notes leaving
more flexibility for the company to concentrate on its turnaround
plan until 2015.

Improved Credit Metrics: Fitch expects the new capital structure
to delever faster than Fitch initially envisaged in the next two
years thanks to the group's turnaround plan and equity injection.
Fitch notes that gross debt will initially increase post
refinancing due to the low level of undrawn bank debt at
September 2012 and the issuance of the new senior unsecured
notes. Fitch expects adjusted leverage (assuming a seasonal
GBP700 million working capital swing) to decrease to below 3.5x
by FY15 from 6.0x at FY12.

Seasonality and Leverage: Working-capital cash outflow increases
during September to December due to it being a traditionally
quieter holiday period. From the low point to the high
point during the year the working capital swing is about GBP850
million. From September to December Fitch will continue to
conservatively adjust its year-end debt (September) by GBP700
million, although acknowledges that successful implementation of
group's working capital initiatives is likely to reduce this
amount.

Expected Recovery For Creditors Upon Default: TCG's recovery
ratings reflect Fitch's expectations that the enterprise value of
the company in a default scenario -- and resulting recovery for
its creditors would be maximized in a going concern approach,
rather than liquidation due to the asset-light nature of the
business. The distressed multiple applied across both scenarios
is 4.5x. The recovery rate for the senior unsecured debt is
estimated at 'RR3' (51%-70%). However, Fitch notes that the
company has previously obtained secured bank funding to the
amount of GBP200 million. In the event that this happens again,
the recovery rate on the unsecured classes of debt could be
reduced from the current level of 'RR3' (51%-70%).

RATING SENSITIVITIES

Positive: Future developments that could lead to positive rating
actions for an IDR of 'B+' include:

- Generating positive free cash flow (including restructuring
  and exceptional costs)

- Lease-adjusted EBITDAR/ gross interest plus rents above 2.2x

- Improvement of the group's operating margin towards 4%

- Lease-adjusted net debt / EBITDAR below 3x or lease-adjusted
  net debt (including GBP700m for working capital swing)/EBITDAR
  below 4x

Negative: Future developments that could lead to negative rating
action for an IDR of 'B-' include:

- Generating positive free cash flow (including restructuring
  and exceptional costs)

- Lease-adjusted EBITDAR/ gross interest plus rents below 2x

- Group operating margin below 3%

- Lease-adjusted net debt (including GBP700m for working capital
  swing)/EBITDAR above 5x

- Total liquidity headroom below GBP200m


VEDANTA RESOURCES: S&P Affirms 'BB' Corp. Rating; Outlook Neg.
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it had affirmed its
'BB' foreign currency long-term corporate credit rating on
Vedanta Resources PLC, a London-headquartered oil and metals
mining company.  The outlook is negative.

S&P also affirmed its 'BB' issue rating on Vedanta's outstanding
debt issuances.  S&P removed all the ratings from CreditWatch,
where they were placed with negative implications on April 3,
2013.  At the same time, S&P assigned its 'BB' issue rating to
Vedanta's proposed senior unsecured notes.

"We affirmed the ratings and removed them from CreditWatch
because Vedanta's refinancing risk has reduced after the company
secured funds for its June 2013 maturities," said Standard &
Poor's credit analyst May Zhong.

Vedanta has recently finalized a refinancing and liquidity policy
to manage its debt maturities and liquidity at the holding
company.  S&P believes a track record of adherence to the policy
will lower risk relating to the company's forthcoming debt
maturities.  Vedanta has also repaid its April maturities using
bank loans and internal cash.

S&P assess Vedanta's business risk profile as "fair" to reflect
the company's good business diversity following its acquisition
of India-based oil company Cairn India Ltd. in 2011.  Vedanta has
a good cost position in the zinc and oil businesses.  However,
S&P believes risks related to the company's India operations
remain high, as reflected in the recent closure of Vedanta's
copper smelting business in India.

S&P assess Vedanta's financial risk profile as "aggressive" to
reflect its view of the company's aggressive financial strategy
and "less than adequate" liquidity at the holding company.
Vedanta's historical financial strategy places much of its debt,
but very limited cash, at the holding company.

On a consolidated basis, Vedanta's liquidity is "adequate."  S&P
estimates that, on a consolidated basis, the company's sources of
liquidity will exceed its uses by more than 1.2x for fiscal 2013
(ended March 31) and fiscal 2014.

"The negative outlook on Vedanta reflects continued operating
challenges and cash flow pressure at the company's iron ore and
copper smelting operations," said Ms. Zhong.  The negative
outlook also reflects S&P's view that Vedanta is yet to establish
a record of delivering on its refinancing and liquidity policy.

S&P could revise the outlook to stable if: (1) Vedanta adheres to
its liquidity and refinancing policy; (2) iron ore mining
restrictions in Goa are lifted and Vedanta's production gradually
returns to near pre-ban levels; (3) Cairn's operating performance
remains strong, with EBITDA of more than US$2.0 billion; and (4)
Sesa Sterlite can comfortably meet its interest payment and
dividend obligations using internal cash flows.

S&P could lower the rating if: (1) Vedanta refinances its debt
too close to the maturity date; (2) the company's ratio of funds
from operations to gross debt remains below 25% for a sustainable
period; or (3) Vedanta's mining in Goa and copper smelting in
India remains shut beyond December 2013, without any compensating
cash flow. This could jeopardize Sesa Sterlite's EBITDA
generation to meet interest and dividend payments.


* Moody's: UK Water Sector's Totex No Impact on Financeability
--------------------------------------------------------------
UK water sector regulator Ofwat's proposal to introduce total
expenditure (totex) benchmarking, performance incentives and cost
recovery mechanisms of water companies' cost submissions is not
designed to address potential financeability concerns, says
Moody's Investors Service in a report entitled "UK Water Sector:
Speed of Money Cannot Address Potential Financeability Concerns."

Ofwat published its draft methodology on the framework and
approach for setting price limits for the next five-year
regulatory period commencing April 1, 2015 (AMP6). The regulator
is proposing to use a totex approach in place of conducting a
separate analysis of operating expenditure (opex) and capital
expenditure (capex).

Moody's notes that companies or the regulator could seek to
modify the speed of cost recovery under the totex approach in a
manner that may offset the negative cash flow impact of lower
returns following a likely reduction in the allowed weighted
average cost of capital (WACC) -- in itself a result of the
decline in interest rates and required return on equity since the
last price review in 2009.

"Whilst any resulting increase in a company's cash flows could
reduce external funding pressures, which would be credit positive
from a liquidity perspective, that company may also use the
resulting financial flexibility to enhance shareholder
distributions at the expense of the economic value of the
regulated business and future cash flow generation," says
Stefanie Voelz, an Assistant Vice President - Analyst in Moody's
Infrastructure Finance Group and author of the report. "If that
was the case, that company's leverage could increase,
notwithstanding the appearance of healthy cash flow-based credit
metrics, and this development could have negative credit
implications, if sustained over a period of time," Ms Voelz
continues.

The adoption of totex will increase the potential misalignment
between cost incurrence as reported in a company's financial
statements and cost recovery as allowed under the regulatory
model. Moody's believes that a faster pace of expenditure
recovery may not necessarily correspond to a fundamental
improvement in financial strength. The rating agency will reflect
this view in its evaluation of the credit metrics it uses to
assess companies' financial performance.

As a result of Ofwat's adoption of the more sophisticated but
also more complex totex methodology additional disclosure by the
companies and/or the regulator will be needed to enable the
reconciliation of the accounting and regulatory perspectives on
the treatment of expenditure for the purpose of determining
whether a regulated business is out-performing or under-
performing its expenditure allowances as set by Ofwat.

Details on how the totex approach for UK water companies will be
implemented are still unclear, and hence its overall impact
remains uncertain. However, Moody's expects more clarity in
further publications over the coming 12 to 18 months, including
(1) the regulator's final methodology for setting AMP6 price
limits in summer 2013; (2) companies business plans in December
2013; and (3) Ofwat's draft price determination in summer 2014.



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


* Fitch: Investors Uncertain About EU Bank Sovereign Support
------------------------------------------------------------
European investors believe that the Cyprus bank resolution has
increased the risk that sovereigns will be less likely to support
future bank bail-outs, according to a Fitch Ratings investor
survey conducted in April.

A clear majority of 80% of investors interpret the recent Cyprus
bank resolution, which involved the imposition of losses on
uninsured depositors and senior bondholders at the country's two
largest banks, as some form of precedent for other eurozone
countries to bail-in senior bank creditors. However, there was
significant variance on how widely bail-in could be applied,
highlighting the political and practical complexity of imposing
losses on senior creditors.

26% of investors believe the weakening of sovereign support for
senior debt affects banks in all eurozone countries. 53% believe
it would be more narrowly applied to those countries that need a
bail-out, 40% of whom think it would only affect banks in small
eurozone states requiring a financial rescue. A fifth of
investors said they do not think Cyprus set a precedent and feel
more sanguine about bank support in other parts of the eurozone.

Investors focused on financial institutions see bail-in as more
likely than the wider group. In total, 89% of these specialists
believe sovereign support has been eroded and 43% see this
applying widely across the whole eurozone compared with 22% of
the generalists. Only 11% of the experts did not think Cyprus set
any form of precedent.

The latest survey also shows how investors have reined in their
early-year optimism about the outlook for banks. Only 44% of
respondents now expect fundamental credit conditions for the
sector to improve, down from 64% in our poll three months ago.
This was mirrored in the downturn in sentiment for sovereigns.

The Q213 survey was conducted between 3 April and 7 May and
represents the views of managers of an estimated USD8.6 trillion
of fixed-income assets. We will publish the full survey results
in mid-May.


* Moody's: European High-Yield Issuance Remains Strong in April
---------------------------------------------------------------
The strong pace of European high-yield bond issuance continued in
April, despite loss of momentum in economic growth, says Moody's
in the May edition of its "High Yield Interest -- European
Edition" publication.

"Year-to-date high-yield issuance by EMEA companies is just shy
of $50 billion," says Chetan Modi, head of Moody's European
leveraged finance team. "We expect this strong issuance trend to
continue through 2013 from companies across a diverse range of
industries, geographies and ratings."

The May edition also discusses how holding company payment in
kind (PIK) debt continues to provide quasi-equity risk as capital
structures evolve, and reveals that since January 2012, EMEA
companies already in the B/Caa rating categories have also
experienced greatest rating transition.


* Moody's: Falling US Oil Imports to Hit Global Shipping Sector
---------------------------------------------------------------
Three emerging trends -- falling US oil imports, the return of
some manufacturing capacity to rich industrialized nations and
advances in vessel design -- could significantly change the
competitive landscape for global shipping companies and affect
their creditworthiness over the next five years, says Moody's
Investors Service in a report on the sector entitled "Global
Shipping Industry: Three Emerging Trends That Could Be Game
Changers Over The Next Five Years."

"The credit impact arising from each of these trends is likely to
vary according to industry segment -- crude oil tankers,
containers and dry-bulk -- creating the potential for a few
winners and many losers," says Marco Vetulli, a Vice President -
Senior Credit Officer in Moody's Corporate Finance Group and
author of the report. "Rated companies adversely affected by
these trends that do not proactively manage these risks are
likely to face rising operating and financial pressures that
could eventually hurt their ratings."

Moody's notes that the ongoing shift in trade patterns owing to
falling US oil imports has credit-negative implications for the
entire tanker industry as it is likely to depress freight rates.
Crude oil tanker companies, such as Overseas Shipholding Group
Inc. (OSG, unrated), that operate large fleets of the types of
vessels typically used on long-haul routes are the most
vulnerable, although OSG's US Flag business will benefit.
Companies that operate smaller, more flexible tankers, such as
Sovcomflot JSC (Ba2 stable) and Navios Maritime Acquisition Corp.
(B3 stable), are likely to fare better.

The partial reshoring of manufacturing capacity back to rich
industrialized nations and rising income levels in Asia are
altering patterns in the trade of semi-finished products, with
credit implications mainly for the container segment. Moody's
expects that companies with operations on Asia to US trade
routes, such as CMA CGM S.A. (B3 positive) and Hapag-Lloyd
Holding AG (B2 negative), could be adversely affected as
transportation volumes on these routes are likely to fall.
Furthermore, such companies might need to rebalance some of their
capacity from long-haul trade to smaller vessels more suited to
intra-Asia trade. Conversely, companies, such as Wan Hai Lines
Ltd. (Ba3 negative), that already operate mainly on intra-Asia
routes are likely to benefit from the increase in cargoes.

Tightening environmental regulations and high fuel costs are
strong incentives for shipowners to invest in the new generation
of "greener" vessels to cut operating expenses, but the lack of
financing is a constraint. Although this trend is common to all
shipping sectors, it represents a particular challenge for the
dry-bulk industry, where the average fleet age is quite high and
the current financial condition of most players is fairly weak.
However, Moody's would expect Navios Maritime Holdings, Inc. (B2
negative) to be less adversely affected by this trend than other
dry-bulk carriers because it has a relatively young and efficient
fleet.

Japanese conglomerates are likely to be affected to a lesser
extent. While not immune to the global trends, the two rated
Japanese companies, Nippon Yusen Kabushiki Kaisha (NYKK, Baa2
negative) and Mitsui O.S.K. Lines, Ltd. (Baa3 negative), should
fare better than some of their peers because of their sheer size,
diversification and solid relationships with banks.


* BOND PRICING: For the Week May 13 to May 17, 2013
---------------------------------------------------

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

AUSTRIA
-------
A-TEC INDUSTRIES          8.750  10/27/2014      EUR      27.75
A-TEC INDUSTRIES          2.750   5/10/2014      EUR      29.13
IMMOFINANZ                4.250    3/8/2018      EUR       4.29
RAIFF CENTROBANK          8.907   7/24/2013      EUR      58.30
RAIFF CENTROBANK          8.588   1/23/2013      EUR      73.37
RAIFF CENTROBANK          7.965   1/23/2013      EUR      55.53
RAIFF CENTROBANK          7.873   1/23/2013      EUR      66.96
RAIFF CENTROBANK          7.646   1/23/2013      EUR      45.43
RAIFF CENTROBANK          5.097   1/23/2013      EUR      58.24
RAIFF CENTROBANK          8.417   1/22/2014      EUR      67.62
RAIFF CENTROBANK          7.122   1/22/2014      EUR      66.49
RAIFF CENTROBANK         11.134   7/24/2013      EUR      66.13
RAIFF CENTROBANK          9.200   7/24/2013      EUR      56.71
RAIFF CENTROBANK          9.304   1/23/2013      EUR      62.19
RAIFF CENTROBANK          9.876   1/23/2013      EUR      60.11
RAIFF CENTROBANK          9.558   1/23/2013      EUR      67.69
RAIFF CENTROBANK          8.920   1/23/2013      EUR      52.62

BELGIUM
-------
ECONOCOM GROUP            4.000    6/1/2016      EUR      22.94
TALVIVAARA                4.000  12/16/2015      EUR      72.61

FRANCE
------
AIR FRANCE-KLM            4.970    4/1/2015      EUR      12.38
ALCATEL-LUCENT            5.000    1/1/2015      EUR       2.62
ALTRAN TECHNOLOG          6.720    1/1/2015      EUR       5.62
ASSYSTEM                  4.000    1/1/2017      EUR      23.27
ATOS ORIGIN SA            2.500    1/1/2016      EUR      58.17
CAP GEMINI SOGET          3.500    1/1/2014      EUR      38.69
CGG VERITAS               1.750    1/1/2016      EUR      31.64
CLUB MEDITERRANE          6.110   11/1/2015      EUR      17.80
EURAZEO                   6.250   6/10/2014      EUR      55.33
FAURECIA                  3.250    1/1/2018      EUR      17.91
FAURECIA                  4.500    1/1/2015      EUR      19.45
INGENICO                  2.750    1/1/2017      EUR      48.14
MAUREL ET PROM            7.125   7/31/2015      EUR      17.13
MAUREL ET PROM            7.125   7/31/2014      EUR      18.15
NEXANS SA                 2.500    1/1/2019      EUR      66.69
NEXANS SA                 4.000    1/1/2016      EUR      56.09
ORPEA                     3.875    1/1/2016      EUR      47.89
PEUGEOT SA                4.450    1/1/2016      EUR      23.56
PIERRE VACANCES           4.000   10/1/2015      EUR      73.63
PUBLICIS GROUPE           1.000   1/18/2018      EUR      54.06
SOC AIR FRANCE            2.750    4/1/2020      EUR      21.24
SOITEC                    6.250    9/9/2014      EUR       7.25
TEM                       4.250    1/1/2015      EUR      54.36

GERMANY
-------
BNP EMIS-U.HANDE          9.750  12/28/2012      EUR      58.32
BNP EMIS-U.HANDE         10.500  12/28/2012      EUR      47.62
BNP EMIS-U.HANDE          9.500  12/31/2012      EUR      64.67
BNP EMIS-U.HANDE          7.750  12/31/2012      EUR      49.92
COMMERZBANK AG            6.000  12/27/2012      EUR      73.49
COMMERZBANK AG            7.000  12/27/2012      EUR      60.71
COMMERZBANK AG           13.000  12/28/2012      EUR      47.48
COMMERZBANK AG           16.750    1/3/2013      EUR      73.77
COMMERZBANK AG            8.400  12/30/2013      EUR      13.74
COMMERZBANK AG            8.000  12/27/2012      EUR      43.32
DEUTSCHE BANK AG         15.000   2/20/2013      EUR      69.20
DEUTSCHE BANK AG         15.000   2/20/2013      EUR      64.90
DEUTSCHE BANK AG         15.000   2/20/2013      EUR      67.10
DEUTSCHE BANK AG         15.000   2/20/2013      EUR      72.90
DEUTSCHE BANK AG         15.000   2/20/2013      EUR      71.60
DEUTSCHE BANK AG         15.000   2/20/2013      EUR      74.20
DEUTSCHE BANK AG         12.000   2/28/2013      EUR      75.00
DEUTSCHE BANK AG         11.000    4/2/2013      EUR      73.80
DEUTSCHE BANK AG         15.000   2/20/2013      EUR      69.50
DEUTSCHE BANK AG         15.000   2/20/2013      EUR      72.10
DEUTSCHE BANK AG         15.000   2/20/2013      EUR      70.30
DEUTSCHE BANK AG         15.000   2/20/2013      EUR      68.00
DEUTSCHE BANK AG         11.000   1/18/2013      EUR      73.10
DEUTSCHE BANK AG         15.000  12/20/2012      EUR      62.10
DEUTSCHE BANK AG         12.000  12/20/2012      EUR      66.50
DEUTSCHE BANK AG         12.000  12/20/2012      EUR      41.90
DEUTSCHE BANK AG         12.000  12/20/2012      EUR      68.10
DEUTSCHE BANK AG         10.000  12/20/2012      EUR      74.90
DEUTSCHE BANK AG         10.000  12/20/2012      EUR      72.10
DEUTSCHE BANK AG         10.000  12/20/2012      EUR      63.00
DEUTSCHE BANK AG          9.000  12/20/2012      EUR      62.90
DEUTSCHE BANK AG          9.000  12/20/2012      EUR      73.40
DEUTSCHE BANK AG          8.000  12/20/2012      EUR      61.20
DEUTSCHE BANK AG          8.000  12/20/2012      EUR      70.40
DEUTSCHE BANK AG          8.000  12/20/2012      EUR      69.50
DEUTSCHE BANK AG          8.000  12/20/2012      EUR      38.60
DEUTSCHE BANK AG          7.000  12/20/2012      EUR      69.40
DEUTSCHE BANK AG         12.000  11/29/2012      EUR      65.20
DEUTSCHE BANK AG          9.000  11/29/2012      EUR      67.10
DEUTSCHE BANK AG          6.500   6/28/2013      EUR      53.50
DEUTSCHE BANK AG         12.000    4/2/2013      EUR      74.50
DEUTSCHE BANK AG          8.000  11/29/2012      EUR      71.50
DZ BANK AG               15.500  10/25/2013      EUR      71.05
DZ BANK AG               15.750   9/27/2013      EUR      74.86
DZ BANK AG               15.750   7/26/2013      EUR      71.21
DZ BANK AG               15.000   7/26/2013      EUR      75.00
DZ BANK AG                6.000   7/26/2013      EUR      69.50
DZ BANK AG               22.000   6/28/2013      EUR      73.36
DZ BANK AG               18.000   6/28/2013      EUR      69.28
DZ BANK AG               14.000   6/28/2013      EUR      73.43
DZ BANK AG                6.500   6/28/2013      EUR      67.14
DZ BANK AG                6.000   6/28/2013      EUR      65.07
DZ BANK AG               19.500   4/26/2013      EUR      61.83
DZ BANK AG               18.500   4/26/2013      EUR      57.11
DZ BANK AG               17.000   4/26/2013      EUR      15.42
DZ BANK AG               16.500   4/26/2013      EUR      59.63
DZ BANK AG               15.750   4/26/2013      EUR      43.33
DZ BANK AG               14.500   4/26/2013      EUR      56.77
DZ BANK AG               20.000   3/22/2013      EUR      70.81
DZ BANK AG               18.500   3/22/2013      EUR      74.74
DZ BANK AG               13.000   3/22/2013      EUR      74.16
DZ BANK AG               13.000   3/22/2013      EUR      73.95
DZ BANK AG               12.500   3/22/2013      EUR      72.97
DZ BANK AG               12.250   3/22/2013      EUR      74.07
DZ BANK AG               13.750    3/8/2013      EUR      54.29
DZ BANK AG               10.000    3/8/2013      EUR      68.17
DZ BANK AG                9.750    3/8/2013      EUR      73.96
DZ BANK AG               15.000   2/22/2013      EUR      74.66
DZ BANK AG               10.000  11/23/2012      EUR      72.63
DZ BANK AG               18.000   1/25/2013      EUR      61.25
DZ BANK AG               19.000   1/25/2013      EUR      44.10
DZ BANK AG               10.250    2/8/2013      EUR      71.38
DZ BANK AG               10.250    2/8/2013      EUR      71.88
DZ BANK AG               15.000   2/22/2013      EUR      70.66
DZ BANK AG               15.000   2/22/2013      EUR      71.94
DZ BANK AG               15.000   2/22/2013      EUR      69.43
DZ BANK AG               15.000   2/22/2013      EUR      73.27
DZ BANK AG               15.000   2/22/2013      EUR      68.24
DZ BANK AG               15.000   2/22/2013      EUR      67.09
DZ BANK AG               11.500  11/23/2012      EUR      74.94
DZ BANK AG               16.750  11/23/2012      EUR      63.46
DZ BANK AG               20.000  11/23/2012      EUR      41.34
DZ BANK AG                5.000  12/14/2012      EUR      69.68
DZ BANK AG                9.750  12/14/2012      EUR      66.05
DZ BANK AG                6.000    1/2/2013      EUR      74.23
DZ BANK AG                9.500    1/2/2013      EUR      71.10
DZ BANK AG               12.000    1/2/2013      EUR      65.09
DZ BANK AG               16.250    1/2/2013      EUR      68.65
DZ BANK AG               10.500   1/11/2013      EUR      66.00
DZ BANK AG               14.000   1/11/2013      EUR      48.04
DZ BANK AG               15.500   1/11/2013      EUR      53.41
DZ BANK AG               12.500   1/25/2013      EUR      50.73
GOLDMAN SACHS CO         13.000   3/20/2013      EUR      74.90
GOLDMAN SACHS CO         17.000   3/20/2013      EUR      73.30
GOLDMAN SACHS CO         16.000   6/26/2013      EUR      74.30
GOLDMAN SACHS CO         18.000   3/20/2013      EUR      69.10
GOLDMAN SACHS CO         14.000  12/28/2012      EUR      72.60
GOLDMAN SACHS CO         15.000  12/28/2012      EUR      71.70
GOLDMAN SACHS CO         13.000  12/27/2013      EUR      72.70
HSBC TRINKAUS            25.500   6/28/2013      EUR      57.61
HSBC TRINKAUS            30.000   6/28/2013      EUR      46.90
HSBC TRINKAUS            26.000   6/28/2013      EUR      48.63
HSBC TRINKAUS             7.500   3/22/2013      EUR      74.76
HSBC TRINKAUS             7.500   3/22/2013      EUR      74.06
HSBC TRINKAUS             8.000   3/22/2013      EUR      67.07
HSBC TRINKAUS             8.500   3/22/2013      EUR      67.98
HSBC TRINKAUS            10.500   3/22/2013      EUR      72.84
HSBC TRINKAUS            10.500   3/22/2013      EUR      62.42
HSBC TRINKAUS            10.500   3/22/2013      EUR      45.38
HSBC TRINKAUS            10.500   3/22/2013      EUR      65.52
HSBC TRINKAUS            12.000   3/22/2013      EUR      72.94
HSBC TRINKAUS            13.000   3/22/2013      EUR      60.74
HSBC TRINKAUS            13.500   3/22/2013      EUR      60.07
HSBC TRINKAUS            13.500   3/22/2013      EUR      61.08
HSBC TRINKAUS            14.000   3/22/2013      EUR      74.53
HSBC TRINKAUS            14.000   3/22/2013      EUR      61.21
HSBC TRINKAUS            15.000   3/22/2013      EUR      71.40
HSBC TRINKAUS            15.500   3/22/2013      EUR      41.52
HSBC TRINKAUS            16.000   3/22/2013      EUR      72.28
HSBC TRINKAUS            16.000   3/22/2013      EUR      67.45
HSBC TRINKAUS            16.500   3/22/2013      EUR      74.88
HSBC TRINKAUS            17.500   3/22/2013      EUR      58.58
HSBC TRINKAUS            17.500   3/22/2013      EUR      65.46
HSBC TRINKAUS            17.500   3/22/2013      EUR      56.90
HSBC TRINKAUS            18.000   3/22/2013      EUR      74.29
HSBC TRINKAUS            18.000   3/22/2013      EUR      69.93
HSBC TRINKAUS            18.000   3/22/2013      EUR      66.09
HSBC TRINKAUS            18.500   3/22/2013      EUR      55.92
HSBC TRINKAUS            18.500   3/22/2013      EUR      73.85
HSBC TRINKAUS            18.500   3/22/2013      EUR      69.38
HSBC TRINKAUS            18.500   3/22/2013      EUR      39.60
HSBC TRINKAUS            19.000   3/22/2013      EUR      55.12
HSBC TRINKAUS            19.500   3/22/2013      EUR      71.17
HSBC TRINKAUS            19.500   3/22/2013      EUR      67.58
HSBC TRINKAUS            20.000   3/22/2013      EUR      72.33
HSBC TRINKAUS            20.500   3/22/2013      EUR      56.78
HSBC TRINKAUS            21.000   3/22/2013      EUR      70.74
HSBC TRINKAUS            21.000   3/22/2013      EUR      54.43
HSBC TRINKAUS            21.000   3/22/2013      EUR      70.19
HSBC TRINKAUS            22.000   3/22/2013      EUR      38.33
HSBC TRINKAUS            22.000   3/22/2013      EUR      54.00
HSBC TRINKAUS            22.500   3/22/2013      EUR      67.68
HSBC TRINKAUS            23.000   3/22/2013      EUR      52.08
HSBC TRINKAUS            23.500   3/22/2013      EUR      65.24
HSBC TRINKAUS            24.000   3/22/2013      EUR      61.96
HSBC TRINKAUS            24.000   3/22/2013      EUR      67.46
HSBC TRINKAUS            24.000   3/22/2013      EUR      73.10
HSBC TRINKAUS            26.500   3/22/2013      EUR      61.24
HSBC TRINKAUS            27.000   3/22/2013      EUR      53.26
HSBC TRINKAUS            27.500   3/22/2013      EUR      43.48
HSBC TRINKAUS             6.000   6/28/2013      EUR      74.16
HSBC TRINKAUS             6.500   6/28/2013      EUR      68.24
HSBC TRINKAUS             7.000   6/28/2013      EUR      73.22
HSBC TRINKAUS             8.000   6/28/2013      EUR      49.20
HSBC TRINKAUS             8.000   6/28/2013      EUR      72.27
HSBC TRINKAUS             8.500   6/28/2013      EUR      69.16
HSBC TRINKAUS            10.000   6/28/2013      EUR      73.12
HSBC TRINKAUS            10.000   6/28/2013      EUR      67.56
HSBC TRINKAUS            10.000   6/28/2013      EUR      67.11
HSBC TRINKAUS            10.500   6/28/2013      EUR      46.20
HSBC TRINKAUS            11.000   6/28/2013      EUR      63.23
HSBC TRINKAUS            12.500   6/28/2013      EUR      63.33
HSBC TRINKAUS            13.500   6/28/2013      EUR      61.67
HSBC TRINKAUS            14.000   6/28/2013      EUR      70.50
HSBC TRINKAUS            14.000   6/28/2013      EUR      43.06
HSBC TRINKAUS            14.000   6/28/2013      EUR      61.82
HSBC TRINKAUS            15.500   6/28/2013      EUR      67.79
HSBC TRINKAUS            16.500   6/28/2013      EUR      59.22
HSBC TRINKAUS            16.500   6/28/2013      EUR      41.80
HSBC TRINKAUS            16.500   6/28/2013      EUR      71.08
HSBC TRINKAUS            16.500   6/28/2013      EUR      59.77
HSBC TRINKAUS            16.500   6/28/2013      EUR      67.72
HSBC TRINKAUS            17.000   6/28/2013      EUR      57.46
HSBC TRINKAUS            17.500   6/28/2013      EUR      74.75
HSBC TRINKAUS            17.500   6/28/2013      EUR      71.43
HSBC TRINKAUS            18.000   6/28/2013      EUR      70.95
HSBC TRINKAUS            18.500   6/28/2013      EUR      73.14
HSBC TRINKAUS            18.500   6/28/2013      EUR      57.51
HSBC TRINKAUS            19.000   6/28/2013      EUR      40.97
HSBC TRINKAUS            19.000   6/28/2013      EUR      74.92
HSBC TRINKAUS            19.500   6/28/2013      EUR      71.78
HSBC TRINKAUS            19.500   6/28/2013      EUR      59.74
HSBC TRINKAUS            19.500   6/28/2013      EUR      56.67
HSBC TRINKAUS            19.500   6/28/2013      EUR      71.65
HSBC TRINKAUS            21.000   6/28/2013      EUR      54.87
HSBC TRINKAUS            21.000   6/28/2013      EUR      64.56
HSBC TRINKAUS            21.500   6/28/2013      EUR      68.02
HSBC TRINKAUS            22.500   6/28/2013      EUR      60.02
HSBC TRINKAUS            23.500   6/28/2013      EUR      64.88
LANDESBK BERLIN           5.500  12/23/2013      EUR      72.60
LB BADEN-WUERTT           9.000   7/26/2013      EUR      74.42
LB BADEN-WUERTT           6.000   8/23/2013      EUR      74.40
LB BADEN-WUERTT           7.000   8/23/2013      EUR      72.18
LB BADEN-WUERTT           9.000   8/23/2013      EUR      69.10
LB BADEN-WUERTT          10.000   8/23/2013      EUR      73.11
LB BADEN-WUERTT          10.000   8/23/2013      EUR      71.91
LB BADEN-WUERTT          12.000   8/23/2013      EUR      68.83
LB BADEN-WUERTT          12.000   8/23/2013      EUR      69.40
LB BADEN-WUERTT           7.000   9/27/2013      EUR      74.38
LB BADEN-WUERTT           9.000   9/27/2013      EUR      71.33
LB BADEN-WUERTT          11.000   6/28/2013      EUR      67.25
LB BADEN-WUERTT          11.000   9/27/2013      EUR      70.06
LB BADEN-WUERTT           7.000   6/28/2013      EUR      73.23
LB BADEN-WUERTT           7.500   6/28/2013      EUR      67.52
LB BADEN-WUERTT           7.500   6/28/2013      EUR      72.98
LB BADEN-WUERTT           7.500   6/28/2013      EUR      73.55
LB BADEN-WUERTT           9.000   6/28/2013      EUR      69.23
LB BADEN-WUERTT          10.000   6/28/2013      EUR      71.99
LB BADEN-WUERTT          10.000   6/28/2013      EUR      68.21
LB BADEN-WUERTT          10.000   6/28/2013      EUR      65.70
LB BADEN-WUERTT           5.000  11/23/2012      EUR      49.15
LB BADEN-WUERTT           5.000  11/23/2012      EUR      18.44
LB BADEN-WUERTT           5.000  11/23/2012      EUR      49.68
LB BADEN-WUERTT           5.000  11/23/2012      EUR      70.65
LB BADEN-WUERTT           5.000  11/23/2012      EUR      71.98
LB BADEN-WUERTT           7.500  11/23/2012      EUR      73.69
LB BADEN-WUERTT           7.500  11/23/2012      EUR      41.51
LB BADEN-WUERTT           7.500  11/23/2012      EUR      67.76
LB BADEN-WUERTT           7.500  11/23/2012      EUR      42.64
LB BADEN-WUERTT           7.500  11/23/2012      EUR      64.20
LB BADEN-WUERTT           7.500  11/23/2012      EUR      15.76
LB BADEN-WUERTT           7.500  11/23/2012      EUR      61.12
LB BADEN-WUERTT           7.500  11/23/2012      EUR      63.31
LB BADEN-WUERTT          10.000  11/23/2012      EUR      36.96
LB BADEN-WUERTT          10.000  11/23/2012      EUR      14.49
LB BADEN-WUERTT          10.000  11/23/2012      EUR      58.79
LB BADEN-WUERTT          10.000  11/23/2012      EUR      55.36
LB BADEN-WUERTT          10.000  11/23/2012      EUR      71.19
LB BADEN-WUERTT          10.000  11/23/2012      EUR      69.90
LB BADEN-WUERTT          10.000  11/23/2012      EUR      67.15
LB BADEN-WUERTT          10.000  11/23/2012      EUR      38.06
LB BADEN-WUERTT          10.000  11/23/2012      EUR      56.82
LB BADEN-WUERTT          10.000  11/23/2012      EUR      70.92
LB BADEN-WUERTT          10.000  11/23/2012      EUR      74.57
LB BADEN-WUERTT          10.000  11/23/2012      EUR      56.18
LB BADEN-WUERTT          15.000  11/23/2012      EUR      46.61
LB BADEN-WUERTT           5.000    1/4/2013      EUR      51.63
LB BADEN-WUERTT           5.000    1/4/2013      EUR      38.27
LB BADEN-WUERTT           5.000    1/4/2013      EUR      67.54
LB BADEN-WUERTT           5.000    1/4/2013      EUR      18.70
LB BADEN-WUERTT           5.000    1/4/2013      EUR      57.92
LB BADEN-WUERTT           5.000    1/4/2013      EUR      63.31
LB BADEN-WUERTT           7.500    1/4/2013      EUR      54.39
LB BADEN-WUERTT           7.500    1/4/2013      EUR      65.07
LB BADEN-WUERTT           7.500    1/4/2013      EUR      51.99
LB BADEN-WUERTT           7.500    1/4/2013      EUR      32.90
LB BADEN-WUERTT           7.500    1/4/2013      EUR      58.58
LB BADEN-WUERTT           7.500    1/4/2013      EUR      72.77
LB BADEN-WUERTT           7.500    1/4/2013      EUR      16.46
LB BADEN-WUERTT           7.500    1/4/2013      EUR      59.10
LB BADEN-WUERTT           7.500    1/4/2013      EUR      67.25
LB BADEN-WUERTT          10.000    1/4/2013      EUR      66.61
LB BADEN-WUERTT          10.000    1/4/2013      EUR      30.35
LB BADEN-WUERTT          10.000    1/4/2013      EUR      52.62
LB BADEN-WUERTT          10.000    1/4/2013      EUR      70.66
LB BADEN-WUERTT          10.000    1/4/2013      EUR      15.06
LB BADEN-WUERTT          10.000    1/4/2013      EUR      52.34
LB BADEN-WUERTT          10.000    1/4/2013      EUR      60.85
LB BADEN-WUERTT          10.000    1/4/2013      EUR      49.73
LB BADEN-WUERTT          10.000    1/4/2013      EUR      61.11
LB BADEN-WUERTT          10.000    1/4/2013      EUR      58.93
LB BADEN-WUERTT           5.000   1/25/2013      EUR      74.47
LB BADEN-WUERTT           5.000   1/25/2013      EUR      72.12
LB BADEN-WUERTT           5.000   1/25/2013      EUR      25.04
LB BADEN-WUERTT           7.500   1/25/2013      EUR      22.14
LB BADEN-WUERTT           7.500   1/25/2013      EUR      65.50
LB BADEN-WUERTT           7.500   1/25/2013      EUR      61.75
LB BADEN-WUERTT           7.500   1/25/2013      EUR      67.92
LB BADEN-WUERTT           7.500   1/25/2013      EUR      65.65
LB BADEN-WUERTT          10.000   1/25/2013      EUR      73.79
LB BADEN-WUERTT          10.000   1/25/2013      EUR      57.74
LB BADEN-WUERTT          10.000   1/25/2013      EUR      70.62
LB BADEN-WUERTT          10.000   1/25/2013      EUR      61.42
LB BADEN-WUERTT          10.000   1/25/2013      EUR      55.00
LB BADEN-WUERTT          10.000   1/25/2013      EUR      62.58
LB BADEN-WUERTT          10.000   1/25/2013      EUR      72.60
LB BADEN-WUERTT          10.000   1/25/2013      EUR      20.18
LB BADEN-WUERTT          10.000   1/25/2013      EUR      74.43
LB BADEN-WUERTT           5.000   2/22/2013      EUR      72.06
LB BADEN-WUERTT           7.500   2/22/2013      EUR      62.21
LB BADEN-WUERTT          10.000   2/22/2013      EUR      55.52
LB BADEN-WUERTT          15.000   2/22/2013      EUR      47.17
LB BADEN-WUERTT           8.000   3/22/2013      EUR      68.03
LB BADEN-WUERTT          10.000   3/22/2013      EUR      65.16
LB BADEN-WUERTT          12.000   3/22/2013      EUR      66.23
LB BADEN-WUERTT          15.000   3/22/2013      EUR      74.79
LB BADEN-WUERTT          15.000   3/22/2013      EUR      59.20
LB BADEN-WUERTT           5.000   6/28/2013      EUR      68.83
MACQUARIE STRUCT         13.250    1/2/2013      EUR      67.09
MACQUARIE STRUCT         18.000  12/14/2012      EUR      63.38
Q-CELLS                   6.750  10/21/2015      EUR       1.08
QIMONDA FINANCE           6.750   3/22/2013      USD       4.50
SOLON AG SOLAR            1.375   12/6/2012      EUR       0.58
TAG IMMO AG               6.500  12/10/2015      EUR       9.73
TUI AG                    2.750   3/24/2016      EUR      56.50
VONTOBEL FIN PRO         11.150   3/22/2013      EUR      68.40
VONTOBEL FIN PRO         11.850   3/22/2013      EUR      55.54
VONTOBEL FIN PRO         12.000   3/22/2013      EUR      65.10
VONTOBEL FIN PRO         12.050   3/22/2013      EUR      62.30
VONTOBEL FIN PRO         12.200   3/22/2013      EUR      43.92
VONTOBEL FIN PRO         12.200   3/22/2013      EUR      70.66
VONTOBEL FIN PRO         12.700   3/22/2013      EUR      71.00
VONTOBEL FIN PRO         13.700   3/22/2013      EUR      42.16
VONTOBEL FIN PRO         14.000   3/22/2013      EUR      63.30
VONTOBEL FIN PRO         14.500   3/22/2013      EUR      50.88
VONTOBEL FIN PRO         15.250   3/22/2013      EUR      40.58
VONTOBEL FIN PRO         16.850   3/22/2013      EUR      39.28
VONTOBEL FIN PRO         17.450  12/31/2012      EUR      56.96
VONTOBEL FIN PRO         17.100  12/31/2012      EUR      50.44
VONTOBEL FIN PRO         17.050  12/31/2012      EUR      54.28
VONTOBEL FIN PRO         16.950  12/31/2012      EUR      56.32
VONTOBEL FIN PRO         16.850  12/31/2012      EUR      60.40
VONTOBEL FIN PRO         16.700  12/31/2012      EUR      71.48
VONTOBEL FIN PRO         16.550  12/31/2012      EUR      73.86
VONTOBEL FIN PRO         16.450  12/31/2012      EUR      73.60
VONTOBEL FIN PRO         16.350  12/31/2012      EUR      57.44
VONTOBEL FIN PRO         16.150  12/31/2012      EUR      63.18
VONTOBEL FIN PRO         16.100  12/31/2012      EUR      71.56
VONTOBEL FIN PRO         16.050  12/31/2012      EUR      72.06
VONTOBEL FIN PRO         15.900  12/31/2012      EUR      73.46
VONTOBEL FIN PRO         15.750  12/31/2012      EUR      74.18
VONTOBEL FIN PRO         15.250  12/31/2012      EUR      57.52
VONTOBEL FIN PRO         14.950  12/31/2012      EUR      74.14
VONTOBEL FIN PRO         14.700  12/31/2012      EUR      73.84
VONTOBEL FIN PRO         14.600  12/31/2012      EUR      72.78
VONTOBEL FIN PRO         14.600  12/31/2012      EUR      53.42
VONTOBEL FIN PRO         14.550  12/31/2012      EUR      73.38
VONTOBEL FIN PRO         14.500  12/31/2012      EUR      63.86
VONTOBEL FIN PRO         14.450  12/31/2012      EUR      53.02
VONTOBEL FIN PRO         14.350  12/31/2012      EUR      70.94
VONTOBEL FIN PRO         14.350  12/31/2012      EUR      71.90
VONTOBEL FIN PRO         14.300  12/31/2012      EUR      71.30
VONTOBEL FIN PRO         14.300  12/31/2012      EUR      48.14
VONTOBEL FIN PRO         14.100  12/31/2012      EUR      74.06
VONTOBEL FIN PRO         14.000  12/31/2012      EUR      70.76
VONTOBEL FIN PRO         13.600  12/31/2012      EUR      72.66
VONTOBEL FIN PRO         13.550  12/31/2012      EUR      57.82
VONTOBEL FIN PRO         13.500  12/31/2012      EUR      61.24
VONTOBEL FIN PRO         13.150  12/31/2012      EUR      70.92
VONTOBEL FIN PRO         13.050  12/31/2012      EUR      67.64
VONTOBEL FIN PRO         12.900  12/31/2012      EUR      50.58
VONTOBEL FIN PRO         12.800  12/31/2012      EUR      46.66
VONTOBEL FIN PRO         12.650  12/31/2012      EUR      56.42
VONTOBEL FIN PRO         12.650  12/31/2012      EUR      73.70
VONTOBEL FIN PRO         12.550  12/31/2012      EUR      73.98
VONTOBEL FIN PRO         12.250  12/31/2012      EUR      68.20
VONTOBEL FIN PRO         12.000  12/31/2012      EUR      61.78
VONTOBEL FIN PRO         11.950  12/31/2012      EUR      72.42
VONTOBEL FIN PRO         11.950  12/31/2012      EUR      56.12
VONTOBEL FIN PRO         11.950  12/31/2012      EUR      49.92
VONTOBEL FIN PRO         11.900  12/31/2012      EUR      72.76
VONTOBEL FIN PRO         11.850  12/31/2012      EUR      68.54
VONTOBEL FIN PRO         11.750  12/31/2012      EUR      55.44
VONTOBEL FIN PRO         11.700  12/31/2012      EUR      61.98
VONTOBEL FIN PRO         11.600  12/31/2012      EUR      74.12
VONTOBEL FIN PRO         11.450  12/31/2012      EUR      54.80
VONTOBEL FIN PRO         11.400  12/31/2012      EUR      58.20
VONTOBEL FIN PRO         11.150  12/31/2012      EUR      72.30
VONTOBEL FIN PRO         11.000  12/31/2012      EUR      70.90
VONTOBEL FIN PRO         11.000  12/31/2012      EUR      70.64
VONTOBEL FIN PRO         10.900  12/31/2012      EUR      66.40
VONTOBEL FIN PRO         10.550  12/31/2012      EUR      58.50
VONTOBEL FIN PRO         10.550  12/31/2012      EUR      58.28
VONTOBEL FIN PRO         10.500  12/31/2012      EUR      41.50
VONTOBEL FIN PRO         10.050  12/31/2012      EUR      63.46
VONTOBEL FIN PRO          9.950  12/31/2012      EUR      52.92
VONTOBEL FIN PRO          9.950  12/31/2012      EUR      61.94
VONTOBEL FIN PRO          9.900  12/31/2012      EUR      72.76
VONTOBEL FIN PRO          9.650  12/31/2012      EUR      70.46
VONTOBEL FIN PRO          9.600  12/31/2012      EUR      72.14
VONTOBEL FIN PRO          9.600  12/31/2012      EUR      71.92
VONTOBEL FIN PRO          9.500  12/31/2012      EUR      59.22
VONTOBEL FIN PRO          9.400  12/31/2012      EUR      73.08
VONTOBEL FIN PRO          9.400  12/31/2012      EUR      54.40
VONTOBEL FIN PRO          9.350  12/31/2012      EUR      72.40
VONTOBEL FIN PRO          9.250  12/31/2012      EUR      41.18
VONTOBEL FIN PRO          9.150  12/31/2012      EUR      73.58
VONTOBEL FIN PRO          9.050  12/31/2012      EUR      73.74
VONTOBEL FIN PRO          8.650  12/31/2012      EUR      66.36
VONTOBEL FIN PRO         18.500   3/22/2013      EUR      38.32
VONTOBEL FIN PRO         20.900   3/22/2013      EUR      72.12
VONTOBEL FIN PRO         21.750   3/22/2013      EUR      73.52
VONTOBEL FIN PRO          8.200  12/31/2012      EUR      65.04
VONTOBEL FIN PRO          7.950  12/31/2012      EUR      52.66
VONTOBEL FIN PRO         19.700  12/31/2012      EUR      62.56
VONTOBEL FIN PRO         23.600   3/22/2013      EUR      70.72
VONTOBEL FIN PRO          4.000   6/28/2013      EUR      44.06
VONTOBEL FIN PRO          6.000   6/28/2013      EUR      63.20
VONTOBEL FIN PRO          8.000   6/28/2013      EUR      71.76
VONTOBEL FIN PRO          7.700  12/31/2012      EUR      67.42
VONTOBEL FIN PRO          7.400  12/31/2012      EUR      55.46
VONTOBEL FIN PRO          9.550   6/28/2013      EUR      74.90
VONTOBEL FIN PRO          7.250  12/31/2012      EUR      53.62
VONTOBEL FIN PRO         13.050   6/28/2013      EUR      72.48
VONTOBEL FIN PRO          7.389  11/25/2013      EUR      44.60
VONTOBEL FIN PRO          5.100   4/14/2014      EUR      32.80
VONTOBEL FIN PRO         18.200  12/31/2012      EUR      72.38
VONTOBEL FIN PRO         18.200  12/31/2012      EUR      73.86
VONTOBEL FIN PRO         18.850  12/31/2012      EUR      50.70
VONTOBEL FIN PRO         18.850  12/31/2012      EUR      63.10
VONTOBEL FIN PRO         18.900  12/31/2012      EUR      51.46
VONTOBEL FIN PRO         18.950  12/31/2012      EUR      68.80
VONTOBEL FIN PRO         19.300  12/31/2012      EUR      66.04
VONTOBEL FIN PRO         20.000  12/31/2012      EUR      69.94
VONTOBEL FIN PRO         20.850  12/31/2012      EUR      72.94
VONTOBEL FIN PRO         21.150  12/31/2012      EUR      68.12
VONTOBEL FIN PRO         21.200  12/31/2012      EUR      54.82
VONTOBEL FIN PRO         21.200  12/31/2012      EUR      74.18
VONTOBEL FIN PRO         22.250  12/31/2012      EUR      66.40
VONTOBEL FIN PRO         22.700  12/31/2012      EUR      66.06
VONTOBEL FIN PRO         24.700  12/31/2012      EUR      43.38
VONTOBEL FIN PRO         24.900  12/31/2012      EUR      51.50
VONTOBEL FIN PRO         26.050  12/31/2012      EUR      69.82
VONTOBEL FIN PRO         27.600  12/31/2012      EUR      40.62
VONTOBEL FIN PRO         28.250  12/31/2012      EUR      38.08
VONTOBEL FIN PRO         11.000    2/1/2013      EUR      55.10
VONTOBEL FIN PRO         13.650    3/1/2013      EUR      35.30
VONTOBEL FIN PRO         10.100    3/8/2013      EUR      74.60
VONTOBEL FIN PRO          5.650   3/22/2013      EUR      68.18
VONTOBEL FIN PRO          7.500   3/22/2013      EUR      73.88
VONTOBEL FIN PRO          8.550   3/22/2013      EUR      61.34
VONTOBEL FIN PRO          8.850   3/22/2013      EUR      73.64
VONTOBEL FIN PRO          9.200   3/22/2013      EUR      65.12
VONTOBEL FIN PRO          9.950   3/22/2013      EUR      70.06
VONTOBEL FIN PRO         10.150   3/22/2013      EUR      59.84
VONTOBEL FIN PRO         18.050  12/31/2012      EUR      64.74
VONTOBEL FIN PRO         17.650  12/31/2012      EUR      73.18
VONTOBEL FIN PRO         10.300   3/22/2013      EUR      70.72
VONTOBEL FIN PRO         10.350   3/22/2013      EUR      73.54
VONTOBEL FIN PRO         10.750   3/22/2013      EUR      46.30
WGZ BANK                  8.000  12/28/2012      EUR      59.08
WGZ BANK                  8.000  12/21/2012      EUR      66.08
WGZ BANK                  5.000  12/28/2012      EUR      73.18
WGZ BANK                  6.000  12/28/2012      EUR      67.75
WGZ BANK                  7.000  12/28/2012      EUR      63.10
WGZ BANK                  6.000  12/21/2012      EUR      74.00
WGZ BANK                  7.000  12/21/2012      EUR      68.47

GUERNSEY
--------
BCV GUERNSEY              8.020    3/1/2013      EUR      56.54
BKB FINANCE              10.950   5/10/2013      CHF      62.57
BKB FINANCE              10.150   9/11/2013      CHF      73.89
BKB FINANCE              13.200   1/31/2013      CHF      50.08
BKB FINANCE               9.450    7/3/2013      CHF      68.52
BKB FINANCE              11.500   3/20/2013      CHF      59.30
BKB FINANCE               8.350   1/14/2013      CHF      54.15
EFG INTL FIN GUR         14.500  11/13/2012      EUR      73.04
EFG INTL FIN GUR         17.000  11/13/2012      EUR      64.12
EFG INTL FIN GUR         12.830  11/19/2012      CHF      70.07
EFG INTL FIN GUR          8.000  11/20/2012      CHF      62.03
EFG INTL FIN GUR          8.300  11/20/2012      CHF      64.99
EFG INTL FIN GUR         11.500  11/20/2012      EUR      55.05
EFG INTL FIN GUR         14.800  11/20/2012      EUR      65.84
EFG INTL FIN GUR          9.250  11/27/2012      CHF      68.70
EFG INTL FIN GUR         11.250  11/27/2012      CHF      64.89
EFG INTL FIN GUR         14.500  11/27/2012      CHF      31.64
EFG INTL FIN GUR         16.000  11/27/2012      EUR      59.21
EFG INTL FIN GUR          9.750   12/3/2012      CHF      72.96
EFG INTL FIN GUR         13.750   12/6/2012      CHF      35.12
EFG INTL FIN GUR          8.500  12/14/2012      CHF      58.17
EFG INTL FIN GUR         14.250  12/14/2012      EUR      66.29
EFG INTL FIN GUR         17.500  12/14/2012      EUR      62.97
EFG INTL FIN GUR          9.300  12/21/2012      CHF      64.50
EFG INTL FIN GUR         10.900  12/21/2012      CHF      64.73
EFG INTL FIN GUR         12.600  12/21/2012      CHF      64.81
EFG INTL FIN GUR          8.830  12/28/2012      USD      57.56
EFG INTL FIN GUR         10.000    1/9/2013      EUR      52.73
EFG INTL FIN GUR          9.000   1/15/2013      CHF      27.36
EFG INTL FIN GUR         10.250   1/15/2013      CHF      23.41
EFG INTL FIN GUR         11.250   1/15/2013      GBP      73.41
EFG INTL FIN GUR         12.500   1/15/2013      CHF      28.91
EFG INTL FIN GUR         13.000   1/15/2013      CHF      74.41
EFG INTL FIN GUR         16.500   1/18/2013      CHF      50.63
EFG INTL FIN GUR          5.800   1/23/2013      CHF      69.35
EFG INTL FIN GUR         19.050   2/20/2013      USD      74.67
EFG INTL FIN GUR         15.000    3/1/2013      CHF      71.34
EFG INTL FIN GUR         10.000    3/6/2013      USD      71.83
EFG INTL FIN GUR         12.250  12/27/2012      GBP      67.82
EFG INTL FIN GUR          8.000    4/2/2013      CHF      63.34
EFG INTL FIN GUR         16.000    4/4/2013      CHF      23.40
EFG INTL FIN GUR          7.530   4/16/2013      EUR      49.58
EFG INTL FIN GUR          7.000   4/19/2013      EUR      55.27
EFG INTL FIN GUR         12.000   4/26/2013      CHF      66.95
EFG INTL FIN GUR          9.500   4/30/2013      EUR      28.64
EFG INTL FIN GUR         14.200    6/7/2013      EUR      71.88
EFG INTL FIN GUR          6.500   8/27/2013      CHF      51.39
EFG INTL FIN GUR          8.400   9/30/2013      CHF      63.25
EFG INTL FIN GUR         19.000   10/3/2013      GBP      74.39
EFG INTL FIN GUR          8.160   4/25/2014      EUR      71.56
EFG INTL FIN GUR          5.850  10/14/2014      CHF      57.06
EFG INTL FIN GUR          6.000  11/12/2012      CHF      56.98
EFG INTL FIN GUR          6.000  11/12/2012      EUR      57.81
EFG INTL FIN GUR         10.500  11/13/2012      CHF      65.60
EFG INTL FIN GUR         10.500  11/13/2012      CHF      65.60
EFG INTL FIN GUR         12.750  11/13/2012      CHF      22.70
EFG INTL FIN GUR         12.750  11/13/2012      CHF      71.49
EFG INTL FIN GUR         13.000  11/13/2012      CHF      22.91
EFG INTL FIN GUR         13.000  11/13/2012      CHF      74.82
EFG INTL FIN GUR         14.000  11/13/2012      USD      23.41
EFG INTL FIN GUR         10.750   3/19/2013      USD      71.27
ZURCHER KANT FIN          9.250   11/9/2012      CHF      62.81
ZURCHER KANT FIN          9.250   11/9/2012      CHF      54.03
ZURCHER KANT FIN         12.670  12/28/2012      CHF      70.24
ZURCHER KANT FIN         11.500   1/24/2013      CHF      59.11
ZURCHER KANT FIN         17.000   2/22/2013      EUR      59.39
ZURCHER KANT FIN         10.128    3/7/2013      CHF      64.97
ZURCHER KANT FIN         13.575   4/10/2013      CHF      74.72
ZURCHER KANT FIN          7.340   4/16/2013      CHF      70.68
ZURCHER KANT FIN         12.500    7/5/2013      CHF      70.56
ZURCHER KANT FIN         10.200   8/23/2013      CHF      67.39
ZURCHER KANT FIN          9.000   9/11/2013      CHF      69.23

ICELAND
-------
KAUPTHING                 0.800   2/15/2011      EUR      26.50

LUXEMBOURG
----------
ARCELORMITTAL             7.250    4/1/2014      EUR      21.66

NETHERLANDS
-----------
BLT FINANCE BV           12.000   2/10/2015      USD      24.88
EM.TV FINANCE BV          5.250    5/8/2013      EUR       5.89
KPNQWEST NV              10.000   3/15/2012      EUR       0.13
LEHMAN BROS TSY           7.500   9/13/2009      CHF      22.63
LEHMAN BROS TSY           6.600   2/22/2012      EUR      22.63
LEHMAN BROS TSY           7.000   2/15/2012      EUR      22.63
LEHMAN BROS TSY           6.000   2/14/2012      EUR      22.63
LEHMAN BROS TSY           2.500  12/15/2011      GBP      22.63
LEHMAN BROS TSY          12.000    7/4/2011      EUR      22.63
LEHMAN BROS TSY          11.000    7/4/2011      CHF      22.63
LEHMAN BROS TSY          11.000    7/4/2011      USD      22.63
LEHMAN BROS TSY           4.000    1/4/2011      USD      22.63
LEHMAN BROS TSY           8.000  12/31/2010      USD      22.63
LEHMAN BROS TSY           9.300  12/21/2010      EUR      22.63
LEHMAN BROS TSY           9.300  12/21/2010      EUR      22.63
LEHMAN BROS TSY          14.900  11/16/2010      EUR      22.63
LEHMAN BROS TSY           4.000  10/12/2010      USD      22.63
LEHMAN BROS TSY          10.500    8/9/2010      EUR      22.63
LEHMAN BROS TSY           6.000   7/28/2010      EUR      22.63
LEHMAN BROS TSY           6.000   7/28/2010      EUR      22.63
LEHMAN BROS TSY           4.000   5/30/2010      USD      22.63
LEHMAN BROS TSY          11.750    3/1/2010      EUR      22.63
LEHMAN BROS TSY           7.000   2/15/2010      CHF      22.63
LEHMAN BROS TSY           1.750    2/7/2010      EUR      22.63
LEHMAN BROS TSY           8.800  12/27/2009      EUR      22.63
LEHMAN BROS TSY          16.800   8/21/2009      USD      22.63
LEHMAN BROS TSY           8.000    8/3/2009      USD      22.63
LEHMAN BROS TSY           4.500    8/2/2009      USD      22.63
LEHMAN BROS TSY           8.500    7/6/2009      CHF      22.63
LEHMAN BROS TSY          11.000   6/29/2009      EUR      22.63
LEHMAN BROS TSY          10.000   6/17/2009      USD      22.63
LEHMAN BROS TSY           5.750   6/15/2009      CHF      22.63
LEHMAN BROS TSY           5.500   6/15/2009      CHF      22.63
LEHMAN BROS TSY           9.000   6/13/2009      USD      22.63
LEHMAN BROS TSY          15.000    6/4/2009      CHF      22.63
LEHMAN BROS TSY          17.000    6/2/2009      USD      22.63
LEHMAN BROS TSY          13.500    6/2/2009      USD      22.63
LEHMAN BROS TSY          10.000   5/22/2009      USD      22.63
LEHMAN BROS TSY           8.000   5/22/2009      USD      22.63
LEHMAN BROS TSY           8.000   5/22/2009      USD      22.63
LEHMAN BROS TSY          16.200   5/14/2009      USD      22.63
LEHMAN BROS TSY           4.000   4/24/2009      USD      22.63
LEHMAN BROS TSY           3.850   4/24/2009      USD      22.63
LEHMAN BROS TSY           7.000   4/14/2009      EUR      22.63
LEHMAN BROS TSY           9.000   3/17/2009      GBP      22.63
LEHMAN BROS TSY          13.000   2/16/2009      CHF      22.63
LEHMAN BROS TSY          11.000   2/16/2009      CHF      22.63
LEHMAN BROS TSY          10.000   2/16/2009      CHF      22.63
LEHMAN BROS TSY           0.500   2/16/2009      EUR      22.63
LEHMAN BROS TSY           7.750   1/30/2009      EUR      22.63
LEHMAN BROS TSY          13.432    1/8/2009      ILS      22.63
LEHMAN BROS TSY          16.000  12/26/2008      USD      22.63
LEHMAN BROS TSY           7.000  11/28/2008      CHF      22.63
LEHMAN BROS TSY          10.442  11/22/2008      CHF      22.63
LEHMAN BROS TSY          14.100  11/12/2008      USD      22.63
LEHMAN BROS TSY          16.000   11/9/2008      USD      22.63
LEHMAN BROS TSY          13.150  10/30/2008      USD      22.63
LEHMAN BROS TSY          16.000  10/28/2008      USD      22.63
LEHMAN BROS TSY           7.500  10/24/2008      USD      22.63
LEHMAN BROS TSY           6.000  10/24/2008      EUR      22.63
LEHMAN BROS TSY           5.000  10/24/2008      CHF      22.63
LEHMAN BROS TSY           8.000  10/23/2008      USD      22.63
LEHMAN BROS TSY          10.000  10/22/2008      USD      22.63
LEHMAN BROS TSY          16.000   10/8/2008      CHF      22.63
LEHMAN BROS TSY           7.250   10/6/2008      EUR      22.63
LEHMAN BROS TSY          18.250   10/2/2008      USD      22.63
LEHMAN BROS TSY           7.375   9/20/2008      EUR      22.63
LEHMAN BROS TSY          23.300   9/16/2008      USD      22.63
LEHMAN BROS TSY          14.900   9/15/2008      EUR      22.63
LEHMAN BROS TSY           3.000   9/12/2036      JPY       5.50
LEHMAN BROS TSY           6.000  10/30/2012      USD       5.50
LEHMAN BROS TSY           2.500   8/23/2012      GBP      22.63
LEHMAN BROS TSY          13.000   7/25/2012      EUR      22.63
Q-CELLS INTERNAT          1.375   4/30/2012      EUR      26.88
Q-CELLS INTERNAT          5.750   5/26/2014      EUR      26.88
RENEWABLE CORP            6.500    6/4/2014      EUR      61.31
SACYR VALLEHERM           6.500    5/1/2016      EUR      51.72

SWEDEN
------
Rorvik Timber             6.000   6/30/2016      SEK      66.00

SWITZERLAND
-----------
BANK JULIUS BAER          8.700    8/5/2013      CHF      60.55
BANK JULIUS BAER         15.000   5/31/2013      USD      69.05
BANK JULIUS BAER         13.000   5/31/2013      USD      70.65
BANK JULIUS BAER         12.000    4/9/2013      CHF      56.05
BANK JULIUS BAER         10.750   3/13/2013      EUR      66.60
BANK JULIUS BAER         17.300    2/1/2013      EUR      54.65
BANK JULIUS BAER          9.700  12/20/2012      CHF      75.00
BANK JULIUS BAER         11.500   2/20/2013      CHF      47.15
BANK JULIUS BAER         12.200   12/5/2012      EUR      54.40
CLARIDEN LEU NAS          0.000   6/10/2014      CHF      62.19
CLARIDEN LEU NAS          0.000   6/10/2014      CHF      62.13
CLARIDEN LEU NAS          0.000   5/26/2014      CHF      65.30
CLARIDEN LEU NAS          0.000   5/13/2014      CHF      63.03
CLARIDEN LEU NAS          0.000   2/24/2014      CHF      55.39
CLARIDEN LEU NAS          0.000   2/11/2014      CHF      54.50
CLARIDEN LEU NAS         18.400  12/20/2013      EUR      74.64
CLARIDEN LEU NAS          0.000  11/26/2013      CHF      64.17
CLARIDEN LEU NAS          4.500   8/13/2014      CHF      48.74
CLARIDEN LEU NAS         16.500   9/23/2013      USD      57.03
CLARIDEN LEU NAS          0.000   9/23/2013      CHF      50.04
CLARIDEN LEU NAS          3.250   9/16/2013      CHF      49.05
CLARIDEN LEU NAS          7.500  11/13/2012      CHF      58.71
CLARIDEN LEU NAS          7.250  11/13/2012      CHF      74.60
CLARIDEN LEU NAS         10.250  11/12/2012      CHF      73.60
CLARIDEN LEU NAS          0.000   8/27/2014      CHF      55.45
CLARIDEN LEU NAS          0.000   9/10/2014      CHF      51.16
CLARIDEN LEU NAS          0.000  10/15/2014      CHF      57.48
CLARIDEN LEU NAS          5.250    8/6/2014      CHF      51.70
CLARIDEN LEU NAS          7.000   7/22/2013      CHF      72.18
CLARIDEN LEU NAS         10.000   6/10/2013      CHF      70.08
CLARIDEN LEU NAS          0.000   5/31/2013      CHF      55.87
CLARIDEN LEU NAS          6.500   4/26/2013      CHF      58.21
CLARIDEN LEU NAS          0.000   3/25/2013      CHF      59.57
CLARIDEN LEU NAS          0.000   3/18/2013      CHF      74.71
CLARIDEN LEU NAS         12.500    3/1/2013      USD      74.21
CLARIDEN LEU NAS          9.000   2/14/2013      CHF      66.37
CLARIDEN LEU NAS         11.500   2/13/2013      EUR      57.40
CLARIDEN LEU NAS          0.000   1/24/2013      CHF      66.96
CLARIDEN LEU NAS          8.750   1/15/2013      CHF      68.73
CLARIDEN LEU NAS          8.250  12/17/2012      CHF      61.30
CLARIDEN LEU NAS          0.000  12/17/2012      EUR      67.37
CLARIDEN LEU NAS         12.500  12/14/2012      EUR      72.83
CLARIDEN LEU NAS          0.000  12/14/2012      CHF      36.53
CLARIDEN LEU NAS         12.000  11/23/2012      CHF      47.83
CLARIDEN LEU NAS          8.000  11/20/2012      CHF      74.87
CLARIDEN LEU NAS          7.125  11/19/2012      CHF      58.17
CLARIDEN LEU NAS          7.250  11/16/2012      CHF      58.79
CREDIT SUISSE LD          8.900   3/25/2013      EUR      57.79
CREDIT SUISSE LD         10.500    9/9/2013      CHF      66.05
S-AIR GROUP               0.125    7/7/2005      CHF      10.63
SARASIN CI LTD            8.000   4/27/2015      CHF      68.67
SARASIN/GUERNSEY         13.600   2/17/2014      CHF      71.51
SARASIN/GUERNSEY         13.200   1/23/2013      EUR      72.52
SARASIN/GUERNSEY         15.200  12/12/2012      EUR      73.12
UBS AG                   11.870   8/13/2013      USD       4.68
UBS AG                    9.600   8/26/2013      USD      15.21
UBS AG                   10.200   9/20/2013      EUR      61.15
UBS AG                   12.900   9/20/2013      EUR      57.98
UBS AG                   15.900   9/20/2013      EUR      55.99
UBS AG                   17.000   9/27/2013      EUR      73.19
UBS AG                   17.750   9/27/2013      EUR      73.50
UBS AG                   18.500   9/27/2013      EUR      71.56
UBS AG                   19.750   9/27/2013      EUR      74.84
UBS AG                   20.000   9/27/2013      EUR      70.19
UBS AG                   20.500   9/27/2013      EUR      74.87
UBS AG                   20.500   9/27/2013      EUR      71.43
UBS AG                   21.750   9/27/2013      EUR      72.53
UBS AG                   22.000   9/27/2013      EUR      71.57
UBS AG                   22.500   9/27/2013      EUR      70.55
UBS AG                   22.750   9/27/2013      EUR      67.91
UBS AG                   23.000   9/27/2013      EUR      72.72
UBS AG                   23.250   9/27/2013      EUR      68.81
UBS AG                   23.250   9/27/2013      EUR      68.35
UBS AG                   24.000   9/27/2013      EUR      69.47
UBS AG                   24.750   9/27/2013      EUR      65.71
UBS AG                    8.060   10/3/2013      USD      19.75
UBS AG                   13.570  11/21/2013      USD      16.25
UBS AG                    6.980  11/27/2013      USD      34.85
UBS AG                   17.000    1/3/2014      EUR      74.48
UBS AG                   17.500    1/3/2014      EUR      73.41
UBS AG                   18.250    1/3/2014      EUR      73.31
UBS AG                   18.250    1/3/2014      EUR      74.28
UBS AG                   19.500    1/3/2014      EUR      73.10
UBS AG                   20.000    1/3/2014      EUR      74.53
UBS AG                   20.500    1/3/2014      EUR      71.30
UBS AG                   20.750    1/3/2014      EUR      71.59
UBS AG                   21.000    1/3/2014      EUR      72.44
UBS AG                   22.250    1/3/2014      EUR      74.19
UBS AG                   23.000    1/3/2014      EUR      71.55
UBS AG                   23.250    1/3/2014      EUR      70.29
UBS AG                   23.250    1/3/2014      EUR      70.57
UBS AG                   24.000    1/3/2014      EUR      72.95
UBS AG                   24.250    1/3/2014      EUR      68.40
UBS AG                   24.250    1/3/2014      EUR      70.18
UBS AG                    6.440   5/28/2014      USD      51.67
UBS AG                    3.870   6/17/2014      USD      38.08
UBS AG                    6.040   8/29/2014      USD      35.22
UBS AG                    7.780   8/29/2014      USD      20.85
UBS AG                   11.260  11/12/2012      EUR      47.13
UBS AG                   11.660  11/12/2012      EUR      34.35
UBS AG                   13.120  11/12/2012      EUR      68.36
UBS AG                   13.560  11/12/2012      EUR      36.51
UBS AG                   13.600  11/12/2012      EUR      56.96
UBS AG                   13.000  11/23/2012      USD      62.55
UBS AG                    8.150  12/21/2012      EUR      72.14
UBS AG                    8.250  12/21/2012      EUR      74.88
UBS AG                    8.270  12/21/2012      EUR      74.19
UBS AG                    8.990  12/21/2012      EUR      72.49
UBS AG                    9.000  12/21/2012      EUR      69.13
UBS AG                    9.150  12/21/2012      EUR      71.84
UBS AG                    9.450  12/21/2012      EUR      74.42
UBS AG                    9.730  12/21/2012      EUR      70.24
UBS AG                    9.890  12/21/2012      EUR      66.37
UBS AG                   10.060  12/21/2012      EUR      72.98
UBS AG                   10.060  12/21/2012      EUR      69.64
UBS AG                   10.160  12/21/2012      EUR      73.41
UBS AG                   10.490  12/21/2012      EUR      68.12
UBS AG                   10.690  12/21/2012      EUR      71.60
UBS AG                   10.810  12/21/2012      EUR      63.85
UBS AG                   11.000  12/21/2012      EUR      67.59
UBS AG                   11.260  12/21/2012      EUR      66.14
UBS AG                   11.270  12/21/2012      EUR      70.63
UBS AG                   11.330  12/21/2012      EUR      70.28
UBS AG                   11.770  12/21/2012      EUR      61.53
UBS AG                   11.970  12/21/2012      EUR      65.67
UBS AG                   11.980  12/21/2012      EUR      69.02
UBS AG                   12.020  12/21/2012      EUR      64.27
UBS AG                   12.200  12/21/2012      EUR      56.09
UBS AG                   12.400  12/21/2012      EUR      68.07
UBS AG                   12.760  12/21/2012      EUR      59.39
UBS AG                   12.800  12/21/2012      EUR      62.51
UBS AG                   12.970  12/21/2012      EUR      63.87
UBS AG                   13.320  12/21/2012      EUR      66.64
UBS AG                   13.560  12/21/2012      EUR      65.71
UBS AG                   13.570  12/21/2012      EUR      60.85
UBS AG                   13.770  12/21/2012      EUR      57.41
UBS AG                   13.980  12/21/2012      EUR      62.18
UBS AG                   14.350  12/21/2012      EUR      59.29
UBS AG                   14.690  12/21/2012      EUR      64.44
UBS AG                   14.740  12/21/2012      EUR      63.53
UBS AG                   14.810  12/21/2012      EUR      55.58
UBS AG                   15.000  12/21/2012      EUR      60.59
UBS AG                   15.130  12/21/2012      EUR      57.81
UBS AG                   15.860  12/21/2012      EUR      53.88
UBS AG                   15.920  12/21/2012      EUR      56.41
UBS AG                   15.930  12/21/2012      EUR      61.51
UBS AG                   16.030  12/21/2012      EUR      59.10
UBS AG                   16.600  12/21/2012      EUR      50.18
UBS AG                   16.710  12/21/2012      EUR      55.09
UBS AG                   16.930  12/21/2012      EUR      52.30
UBS AG                   17.070  12/21/2012      EUR      57.69
UBS AG                   17.500  12/21/2012      EUR      53.84
UBS AG                   18.000  12/21/2012      EUR      50.83
UBS AG                   19.090  12/21/2012      EUR      51.52
UBS AG                   10.770    1/2/2013      USD      38.33
UBS AG                   13.030    1/4/2013      EUR      73.40
UBS AG                   13.630    1/4/2013      EUR      71.63
UBS AG                   14.230    1/4/2013      EUR      69.95
UBS AG                   14.820    1/4/2013      EUR      68.36
UBS AG                   15.460    1/4/2013      EUR      74.82
UBS AG                   15.990    1/4/2013      EUR      65.39
UBS AG                   16.500    1/4/2013      EUR      73.32
UBS AG                   17.000    1/4/2013      EUR      73.98
UBS AG                   17.150    1/4/2013      EUR      62.69
UBS AG                   17.180    1/4/2013      EUR      74.58
UBS AG                   18.000    1/4/2013      EUR      73.54
UBS AG                   18.300    1/4/2013      EUR      60.23
UBS AG                   19.440    1/4/2013      EUR      57.99
UBS AG                   19.750    1/4/2013      EUR      69.92
UBS AG                   20.500    1/4/2013      EUR      70.21
UBS AG                   20.570    1/4/2013      EUR      55.94
UBS AG                   21.700    1/4/2013      EUR      54.05
UBS AG                   21.750    1/4/2013      EUR      69.65
UBS AG                   23.750    1/4/2013      EUR      66.55
UBS AG                   11.020   1/25/2013      EUR      67.05
UBS AG                   12.010   1/25/2013      EUR      65.34
UBS AG                   14.070   1/25/2013      EUR      62.22
UBS AG                   16.200   1/25/2013      EUR      74.54
UBS AG                    8.620    2/1/2013      USD      14.04
UBS AG                    8.980   2/22/2013      EUR      72.86
UBS AG                   10.590   2/22/2013      EUR      69.90
UBS AG                   10.960   2/22/2013      EUR      67.35
UBS AG                   13.070   2/22/2013      EUR      63.96
UBS AG                   13.660   2/22/2013      EUR      61.23
UBS AG                   13.940   2/22/2013      EUR      73.02
UBS AG                   15.800   2/22/2013      EUR      67.24
UBS AG                    8.480    3/7/2013      CHF      58.00
UBS AG                   10.000    3/7/2013      USD      72.30
UBS AG                   12.250    3/7/2013      CHF      59.20
UBS AG                    9.000   3/22/2013      USD      11.16
UBS AG                    9.850   3/22/2013      USD      19.75
UBS AG                   16.500    4/2/2013      EUR      72.16
UBS AG                   17.250    4/2/2013      EUR      72.45
UBS AG                   18.000    4/2/2013      EUR      73.44
UBS AG                   19.750    4/2/2013      EUR      69.63
UBS AG                   21.250    4/2/2013      EUR      69.05
UBS AG                   21.500    4/2/2013      EUR      73.98
UBS AG                   21.500    4/2/2013      EUR      73.88
UBS AG                   22.250    4/2/2013      EUR      67.19
UBS AG                   22.250    4/2/2013      EUR      69.43
UBS AG                   24.250    4/2/2013      EUR      65.24
UBS AG                   24.750    4/2/2013      EUR      68.24
UBS AG                   10.860    4/4/2013      USD      37.21
UBS AG                    9.650   4/11/2013      USD      27.17
UBS AG                    9.930   4/11/2013      USD      24.77
UBS AG                   11.250   4/11/2013      USD      24.39
UBS AG                   10.170   4/26/2013      EUR      67.84
UBS AG                   10.970   4/26/2013      EUR      66.50
UBS AG                   12.610   4/26/2013      EUR      64.06
UBS AG                    7.900   4/30/2013      USD      33.75
UBS AG                    9.830   5/13/2013      USD      30.07
UBS AG                    8.000   5/24/2013      USD      63.90
UBS AG                   11.670   5/31/2013      USD      35.12
UBS AG                   12.780    6/7/2013      CHF      62.60
UBS AG                   16.410    6/7/2013      CHF      64.70
UBS AG                    9.330   6/14/2013      USD      22.00
UBS AG                   11.060   6/14/2013      USD      28.17
UBS AG                    6.770   6/21/2013      USD      10.43
UBS AG                    7.120   6/26/2013      USD      29.83
UBS AG                   15.250   6/28/2013      EUR      74.98
UBS AG                   17.000   6/28/2013      EUR      74.05
UBS AG                   17.250   6/28/2013      EUR      72.59
UBS AG                   19.250   6/28/2013      EUR      70.54
UBS AG                   19.500   6/28/2013      EUR      70.28
UBS AG                   20.250   6/28/2013      EUR      74.82
UBS AG                   20.500   6/28/2013      EUR      70.91
UBS AG                   21.000   6/28/2013      EUR      68.62
UBS AG                   22.000   6/28/2013      EUR      71.86
UBS AG                   22.500   6/28/2013      EUR      66.83
UBS AG                   23.000   6/28/2013      EUR      67.15
UBS AG                   23.500   6/28/2013      EUR      71.72
UBS AG                   24.000   6/28/2013      EUR      68.94
UBS AG                   24.500   6/28/2013      EUR      67.97
UBS AG                   11.450    7/1/2013      USD      27.96
UBS AG                    6.100   7/24/2013      USD      30.07
UBS AG                    8.640    8/1/2013      USD      27.87
UBS AG                   13.120    8/5/2013      USD       4.62
UBS AG                    0.500   4/27/2015      CHF      52.50
UBS AG                    6.070  11/12/2012      EUR      65.82
UBS AG                    8.370  11/12/2012      EUR      59.26
UBS AG                    8.590  11/12/2012      EUR      53.53
UBS AG                    9.020  11/12/2012      EUR      43.76
UBS AG                    9.650  11/12/2012      EUR      37.64
UBS AG                   10.020  11/12/2012      EUR      71.72
UBS AG                   10.930  11/12/2012      EUR      64.23
BARCLAYS BK PLC          11.000   6/28/2013      EUR      43.13
BARCLAYS BK PLC          11.000   6/28/2013      EUR      74.83
BARCLAYS BK PLC          10.750   3/22/2013      EUR      41.06
BARCLAYS BK PLC          10.000   3/22/2013      EUR      42.44
BARCLAYS BK PLC           6.000    1/2/2013      EUR      50.37
BARCLAYS BK PLC           8.000   6/28/2013      EUR      47.66
ESSAR ENERGY              4.250    2/1/2016      USD      72.62
MAX PETROLEUM             6.750    9/8/2013      USD      40.36


                            *********

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

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

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

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


                            *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., 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 2013.  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$775 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 215-945-7000 or Nina Novak at
202-241-8200.


                 * * * End of Transmission * * *