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        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

         Wednesday, November 16, 2011, Vol. 12, No. 227

                            Headlines



B U L G A R I A

* BULGARIA: Foreclosure Sales, Bankruptcies to Rise in 2011


F R A N C E

ALCATEL-LUCENT: Moody's Affirms 'B1' Corporate Family Rating


G R E E C E

ALPHA BANK: Moody's Reviews 'Ba3' Rating on Covered Bonds
IRIDA PLC: Moody's Reviews B2 Rating on EUR261.1MM A Certificate
MARFIN INVESTMENT: S&P Affirms 'B/B' Issuer Credit Ratings


I R E L A N D

MERCATOR CLO: Moody's Raises Rating on Class B-1 Notes to 'Ba1'


I T A L Y

BANCA POPOLARE: Moody's Lowers BFSR to 'D+'; Outlook Negative
DEXIA CREDIOP: Moody's Cuts Bank Financial Strength Rating to E+
SEAT PAGINE: Lenders Agree in Principle to Restructuring Deal


L U X E M B O U R G

AXIUS EUROPEAN: S&P Raises Rating on Class E Notes to 'B+'
EUROPEAN ENHANCED: S&P Lifts Ratings on Three Note Classes to BB
FOUR SEAS: Moody's Cuts Rating on Class US$125MM A Notes to 'Ba1'
PENTA CLO 1: Moody's Raises Rating on Class E Notes to 'B1'
TRINSEO SA: S&P Assigns 'B+' Corporate Credit Rating


N E T H E R L A N D S

CLOCK FINANCE: S&P Affirms Ratings on Two Note Classes at 'B'
NEPTUNO III: S&P Affirms Rating on Class E Notes at 'B(sf)'


N O R W A Y

* NORWAY: Shipping Industry Loan Defaults on the Rise


R U S S I A

* CITY OF NOVOSIBIRSK: S&P Affirms 'BB' Issuer Credit Rating


S P A I N

FTA SANTANDER: Moody's Withdraws C Ratings on Three Note Classes


T U R K E Y

* IZMIR: Moody's Says 'Ba2' Rating Reflects Buoyant Financials


U N I T E D   K I N G D O M

AUSTIN-SMITH LORD: Files for Insolvency
BORDEAUX UK: Goes Into Voluntary Liquidation
YELL GROUP: Moody's Reviews Ratings for Possible Downgrade
* UK: Care Home Bankruptcies on the Rise, Wilkins Kennedy Says
* UK: Asset Seizures Over Unpaid Tax Up in Last Two Years


                            *********


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


* BULGARIA: Foreclosure Sales, Bankruptcies to Rise in 2011
-----------------------------------------------------------
Novinite.com reports that statistics show private law enforcement
officers sell an average 550 pieces of property owned by debtors
each month.

In the first six months of 2011, a total of 3,310 foreclosed
properties were auctioned off due to unpaid debts, Novinite.com
discloses.

According to Georgi Dichev, Chair of the Bulgarian Chamber of
Private Law Enforcement Agents, the most common type of property
sold at foreclosure auctions is residential but there is also a
rising trend for foreclosure sales of commercial property,
including hotels, factories and office buildings, Novinite.com
notes.

In 2010, private law enforcement officers sold a total of 5,700
properties, Novinite.com relates.

The number of citizens and companies failing to pay what they owe
is rising, with 80,000 new lawsuits opened against debtors in the
first six months of 2011, compared to a total of 140,000 lawsuits
for the entire 2010, according to Novinite.com.

Foreclosure lawsuits are most often filed by companies, followed
by banks, Novinite.com says.

Commenting on trends in the sphere, Bulgaria's Standard daily
predicts that 2011 will witness a peak in bankruptcies,
Novinite.com states.

The newspaper cites Georgi Lilianov, Managing Director of Coface
Bulgaria, as saying that the number of bankrupt companies is
expected to rise by 40% year-on-year by Christmas, Novinite.com
relates.  According to Novinite.com, in his words, the trend will
be driven by the ongoing crisis and by delayed bankruptcy court
decisions.

Mr. Lilianov said that the biggest share of bankrupt companies
are in the construction, transport and agriculture sectors,
Novinite.com notes.

According to Kamen Kolev, Deputy Chair of the Bulgarian
Industrial Association (BIA), as cited by the Bulgarian National
Radio (BNR), private companies in the country are facing a
growing uncertainty mainly due to the frequently changing
regulatory requirements, Novinite.com relates.

The endless changes to laws and regulations entail uncertainty
for business planning, Novinite.com says.


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


ALCATEL-LUCENT: Moody's Affirms 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has affirmed Alcatel-Lucent's corporate
family rating (CFR) and probability of default rating (PDR) at B1
and the outlook on the ratings was changed to negative from
stable. Concurrently, Moody's has downgraded the ratings for the
senior debt of Alcatel-Lucent S.A. and Lucent Technologies, Inc.
(renamed Alcatel-Lucent USA, Inc.), to B2 with a loss-given
default assessment of 5 (LGD5, 75%) from B1, LGD3 (47%). The
ratings for the trust-preferred securities issued by Lucent
Technologies Capital Trust were affirmed at B3, LGD6 (95%). The
additional one notch applied to the senior unsecured debt
instruments of the group reflects the weakening credit profile of
the group and the priority ranking of liabilities of operating
subsidiaries (e.g. trade payables, pension and lease obligations)
versus the unsecured debt of the holding company in line with
Moody's Loss Given Default methodology.

Downgrades:

Issuer: Alcatel-Lucent

  Senior Unsecured Bank Credit Facility, Downgraded to B2, LGD5,
  75%

  Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to B2,
  LGD5, 75%

  Senior Unsecured Medium-Term Note Program, Downgraded to (P)B2,
  LGD5, 75%

  Senior Unsecured Regular Bond/Debenture, Downgraded to B2,
  LGD5, 75%

Issuer: Lucent Technologies, Inc.

  Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to B2,
  LGD5, 75%

  Senior Unsecured Regular Bond/Debenture, Downgraded to B2,
  LGD5, 75%

Moody's affirmed the following ratings on Alcatel-Lucent and its
following affiliate:

Probability of Default Rating of B1

Corporate Family Rating of B1

Issuer: Lucent Technologies Capital Trust I

Pref. Stock Preferred Stock ratings of B3, LGD6, 95%

Moody's also maintains the following ratings on Alcatel-Lucent:

  Commercial Paper (domestic and foreign currency) ratings of NP

  Other Short Term (domestic currency) ratings of (P)NP

Ratings Rationale

"Today's change in the rating outlook to negative was triggered
by the poor cash flow performance of Alcatel-Lucent through the
first nine months 2011," says Wolfgang Draack, a Moody's Senior
Vice President and lead analyst for Alcatel-Lucent. "Having
consumed a cumulative EUR3.0 billion in cash in the four years
since the 2006 merger of Alcatel and Lucent Technologies, Inc.,
Alcatel-Lucent has absorbed approximately a further EUR1.0
billion year to date," adds Mr. Draack. Given Alcatel-Lucent's
weak funds from operations and challenges to control working
capital, Moody's rating outlook considers the increased risk that
the company's sizable liquid resources may continue to be eroded.

At this stage, the company's liquidity, in the form of cash and
marketable securities, is strong at EUR3.8 billion. Indeed,
Moody's expects that it will be further enhanced by material free
cash flow in Q4 2011, and in Q1 2012 by the EUR1.05 billion
proceeds expected from the disposal of Genesys, Alcatel-Lucent's
customer contact centre business. However, Alcatel-Lucent's
liquid resources are constrained by (i) the company's cash needs
for operations (estimated by Moody's to be 3% of sales -- around
EUR500 million); (ii) approximately EUR1.0 billion in cash held
in countries subject to exchange controls; and (ii) upcoming debt
maturities of approximately EUR1.0 billion in the next 21 months,
including the US$881 million (EUR680 million) of 2.875% Series B
convertible bonds due in 2025, with a June 15, 2013 put option.
Although the net balances leave almost EUR2.4 billion headroom
for cash burn, this cushion will decrease further, should cash
consumption continue.

Alcatel-Lucent's growth stalled in Q3 2011, with a 7% decline
year on year. This was a result of a slow-down in Alcatel-
Lucent's once booming US business and the company's lower market
share in 3G wireless in Europe. However, the benefits of
implemented cost-saving measures supported the gradual
improvement in the company's profitability, towards a Moody's
adjusted operating profit margin of 2.9% on a last-12-months
basis. In Moody's view, management's target of an adjusted
operating margin of around 4% for full-year 2011, albeit revised
down from above 5%, is likely to be challenging, not only in Q4
2011, but also in the coming quarters. This view is based on (i)
the rating agency's expectation that the price competition in the
industry will continue unabatedly; (ii) the political and
economic uncertainties in Europe; and (iii) the cautious
investment patterns of the major telecom carriers. Alcatel-
Lucent's management has indicated additional cost-saving measures
for 2012, but so far such attempts have proven only just
sufficient to mitigate competition, rather than enabling the
company to achieve robust profitability. Furthermore, Alcatel-
Lucent has experienced difficulties in converting improving
profitability into stronger cash flows.

Moody's negative outlook for Alcatel-Lucent's rating reflects (i)
the recent turnaround in sales trend to a decline; (ii) the need
for additional restructuring to achieve robust profitability, and
(iii) the uncertainty if management can indeed curb cash burn in
2012 through close attention to working capital and decisive
action.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Although unlikely at this time, a rating upgrade would likely
require comparable sales growth exceeding 5% as evidence of a
robust market and an improving market position. Equally, upward
pressure on the ratings could result if Alcatel-Lucent were able
to retain its cost savings, which would be indicated by a
sustained trend in the company's EBITA margin towards the high
single digits, and importantly, a return to robust net cash
generation after restructuring costs.

The B1 CFR could come under more pressure if (i) the current
positive trend in Alcatel-Lucent's operating profitability proves
to be unsustainable; (ii) the company fails to generate net cash
in Q4 2011 and consumes more cash during 2012 than is
commensurate with positive free cash flow for the year; or (iii)
cash and cash equivalents decline below a 40% of gross adjusted
debt (45% at end of Q3 2011).

Principal Methodology

The principal methodology used in rating Alcatel-Lucent was the
Global Communications Equipment Industry Methodology published in
June 2008. 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 Paris, France, Alcatel-Lucent is one of the
world leaders in providing advanced solutions for
telecommunications systems and equipment to service providers,
enterprises and governments. The company achieved sales of
EUR11.4 billion in the first nine months 2011.


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


ALPHA BANK: Moody's Reviews 'Ba3' Rating on Covered Bonds
---------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
ratings of four covered bonds issued under Greek law. The rating
action reflects the increased risk of a disorderly default of
Greece on its debt, which would increase the likelihood of high
severity events that would have a material impact on both credit
and market risk on these covered bonds issued by Greek banks:

-- Covered bonds issued by Alpha Bank A.E. (Alpha) under its
    Direct Issuance Covered Bond Programme (Alpha Direct Issuance
    CB): Ba3, placed on review for possible downgrade; previously
    on July 12, 2011, Ba3 confirmed;

-- Mortgage covered bonds issued by EFG Eurobank Ergasias S.A.
    (EFG Eurobank) under its EUR5 billion Covered Bond Programme
    (EFG CB I): Ba3, placed on review for downgrade; previously
    on July 12, 2011, Ba3 confirmed;

-- Mortgage covered bonds issued by EFG Eurobank under its EUR3
    billion Global Covered Bond Programme (EFG CB II): B1, placed
    on review for downgrade; previously on September 30, 2011,
    downgraded to B1;

-- Covered bonds issued by National Bank of Greece S.A. (NBG)
    under its Covered Bond Programme II (NBG CB II): Ba3, placed
    on review for downgrade; previously on July 12, 2011, Ba3
    confirmed.

The covered bonds issued by NBG under its Global Covered Bond
Programme (NBG CB I) remain on review for downgrade.

The timely payment indicators (TPIs) are "Improbable" for Alpha,
EFG CB I, EFG CB II and NBG II. The TPI is "Very Improbable" for
NBG CB I.

Ratings Rationale

The rating action has been prompted by recent events in Greece,
which have increased the risk of a disorderly default (please see
Moody's Issuer Comment "Greek government survives confidence
vote, but risks are undiminished," published on November 7,
2011). The events in Greece heightened uncertainty around the
implementation of the country's economic and fiscal reform
program, which is a precondition of the European Union (EU)
rescue package approved on October 27. Even if a coalition
government were to approve the EU rescue package, the outcome of
elections, which are likely to take place in early 2012, is
uncertain. In consequence, uncertainty around the ability of
Greece to then implement the economic and fiscal reforms that are
required under the rescue package, and therefore to continue to
obtain the official funding which is conditional upon
implementation of those reforms, has risen still further.

While Moody's has already taken into account certain high
severity scenarios in rating Greek covered bond programs (such as
a severe macroeconomic decline hurting asset performance and
deterioration in domestic banking sector credit worthiness), the
risk of disorderly default has risen. That risk has risen from
multiple sources such as possible temporary disruption of the
domestic banking system or government services, political and
social instability. The review will assess how far the heightened
political uncertainty and social unrest have increased the risk
of disorderly default scenarios materializing in which the
functioning of the banking system and the state is materially
impaired, and in which the economy experiences a further sharp
contraction, and the implications for covered bond programs. It
will also assess the likelihood Moody's credit analysis should
assume for a scenario in which Greece exits from the euro, which
would carry severe implications for Greek covered bond programs.

Generally, the rating of a sovereign has an impact on the maximum
rating covered bonds can achieve. A weaker sovereign rating is
likely to lead to deterioration of the future asset performance
and increases the likelihood of a transaction experiencing event
risk as well as pressure on issuer ratings.

Expected Loss Method

As the issuer's credit strength is incorporated into Moody's
expected loss assessment, any downgrade of the issuer's rating
will increase the expected loss on the covered bonds. The current
minimum over-collateralization levels for the programs are (i)
15.0% for Alpha, (ii) 17.8% for EFG CB I, (iii) 42.0% for EFG CB
II, (iv) 88.7% for NBG CB I and (v) 19.0% for NBG CB II. Moody's
views these over-collateralization levels as "committed".

TPI Framework

Given the sovereign rating of Ca, Moody's does not currently
assign ratings higher than Ba3 to covered bonds issued by Greek
banks, which represents the lowest point in the TPI table.
Moody's ratings address only the credit risks associated with the
transaction. Other non-credit risks have not been addressed, but
may have a significant effect on yield to investors.

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

Key Rating Assumptions/Factors

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

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

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

Sensitivity Analysis

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

The number of notches by which the issuer's rating may be
downgraded before the covered bonds are downgraded under the TPI
framework is measured by the TPI Leeway. The ratings of all Greek
covered bonds have been lowered to Ba3 or lower, which represents
the lowest point in the TPI table. Covered bonds of issuers rated
below B3 are not subject to restriction due to the TPI.

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

Rating Methodology

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


IRIDA PLC: Moody's Reviews B2 Rating on EUR261.1MM A Certificate
----------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
notes in Greek structured finance transactions rated from Ba1(sf)
to B3(sf), representing 9 tranches of 6 asset-backed securities
(ABS) transactions and 19 tranches of 8 residential mortgage-
backed securities (RMBS) transactions and one tranche in one
collateral loan obligation (CLO) transaction. The rating action
reflects the increased risk of a disorderly default of Greece on
its debt, which would increase the likelihood of high severity
events that would have a material impact on both probability of
default and also loss given default on structured finance
transactions.

As part of its review, Moody' would reassess the highest
achievable rating for Greek structured finance transactions.

Ratings Rationale

The rating action has been prompted by recent events in Greece,
which have increased the risk of a disorderly default.

In its previous announcement on Greek structured finance
transactions on June 10 and July 29, 2011, Moody's indicated that
the highest achievable rating for Greek structured finance
transactions of Ba1(sf) would not be further affected if Greek
government debt were restructured in an orderly way, for example
with the necessary steps taken to support the Greek banking
system, to ensure the continued functioning of the Greek state
and to support implementation of the structural changes needed to
achieve a resumption of growth. As part of its review, Moody'
will reassess the highest achievable rating for Greek structured
finance transactions.

However, last week's events in Greece heightened uncertainty
around the implementation of the country's economic and fiscal
reform program, which is a precondition of the European Union
(EU) rescue package approved on October 27. Even if a coalition
government were to approve the EU rescue package, the outcome of
elections, which are likely to take place in early 2012, is
uncertain. In consequence, uncertainty around the ability of
Greece to then implement the economic and fiscal reforms that are
required under the rescue package, and therefore to continue to
obtain the official funding which is conditional upon
implementation of those reforms, has risen still further.

While Moody's has already taken into account certain high
severity scenarios in rating Greek structured finance
transactions (such as a severe macroeconomic decline hurting
asset performance and deterioration in domestic banking sector
credit worthiness increasing operational risk), the risk of
disorderly default has risen. The review will assess how far the
heightened political uncertainty and social unrest have increased
the risk of disorderly default scenarios in which the functioning
of the banking system and the state is materially impaired, and
in which the economy experiences a further sharp contraction, and
the implications for structured finance transactions. It will
also assess the likelihood Moody's credit analysis should assume
for a scenario in which Greece exits from the euro, which would
carry severe implications for structured transactions.

Key modelling assumptions, sensitivities, cash flow analysis and
stress scenarios unchanged and will be updated in the light of
the review's conclusions.

Principal Methodologies

The principal methodologies used in rating ABS transactions were
Moody's Approach to Rating Consumer Loan ABS Transactions
published in July 2011 and Moody's Approach to Rating CDOs of
SMEs in Europe published in February 2007. The principal
methodology used in rating RMBS transactions was Moody's Approach
to Rating RMBS in Europe, Middle East, and Africa, published in
October 2009. The principal methodology used in rating CLO
transactions was Moody's Approach to Rating Corporate
Collateralized Synthetic Obligations published in September 2009.

LIST OF AFFECTED SECURITIES BY ASSET CLASS

ABS

Issuer: ANAPTYXI 2006-1 PLC

   -- EUR1750MM A Certificate, Ba3 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Downgraded
      to Ba3 (sf)

   -- EUR150MM B Certificate, Ba3 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Downgraded
      to Ba3 (sf)

   -- EUR125MM C Certificate, B1 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Downgraded
      to B1 (sf)

   -- EUR225MM D Certificate, B3 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Downgraded
      to B3 (sf)

Issuer: DANEION 2007-1 PLC

   -- EUR1587.5MM Class A Certificate, Ba1 (sf) Placed Under
      Review for Possible Downgrade; previously on June 10, 2011
      Confirmed at Ba1 (sf)

Issuer: IRIDA PLC

   -- EUR261.1MM A Certificate, B2 (sf) Placed Under Review for
      Possible Downgrade; previously on Sept 28, 2011 Downgraded
      to B2 (sf)

Issuer: KATANALOTIKA PLC

   -- EUR1109.6MM A Certificate, B2 (sf) Placed Under Review for
      Possible Downgrade; previously on Sept 28, 2011 Downgraded
      to B2 (sf)

Issuer: Misthosis Funding Plc

   -- EUR363.9MM A Certificate, Ba1 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Downgraded
      to Ba1 (sf)

Issuer: Synergatis Plc

   -- EUR1414.5MM A Certificate, Ba1 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Downgraded
      to Ba1 (sf)

RMBS

Issuer: Estia Mortgage Finance II PLC

   -- EUR1137.5MM A Notes, Ba3 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Downgraded
      to Ba3 (sf)

Issuer: Grifonas Finance No. 1 Plc

   -- EUR897.7MM A Certificate, B1 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Downgraded
      to B1 (sf)

   -- EUR23.8MM B Certificate, B2 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Downgraded
      to B2 (sf)

Issuer: KION Mortgage Finance No. 2 Plc

   -- EUR522.405MM A Certificate, Ba2 (sf) Placed Under Review
      for Possible Downgrade; previously on June 10, 2011
      Downgraded to Ba2 (sf)

Issuer: KION Mortgage Finance Plc

   -- EUR553.8MM A Certificate, Ba1 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Confirmed
      at Ba1 (sf)

   -- EUR28.2MM B Certificate, B1 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Downgraded
      to B1 (sf)

   -- EUR18MM C Certificate, B2 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Downgraded
      to B2 (sf)

Issuer: Themeleion Mortgage Finance PLC

   -- EUR693.5MM A Notes, Ba1 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Confirmed
      at Ba1 (sf)

   -- EUR32MM B Notes, Ba3 (sf) Placed Under Review for Possible
      Downgrade; previously on June 10, 2011 Downgraded to Ba3
      (sf)

   -- EUR24.5MM C Notes, B3 (sf) Placed Under Review for Possible
      Downgrade; previously on June 10, 2011 Downgraded to B3
      (sf)

Issuer: Themeleion II Mortgage Finance Plc

   -- EUR690MM A Certificate, Ba1 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Confirmed
      at Ba1 (sf)

   -- EUR37.5MM B Certificate, Ba3 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Downgraded
      to Ba3 (sf)

   -- EUR22.5MM C Certificate, B3 (sf) Placed Under Review for
      Possible Downgrade; previously on Junw 10, 2011 Confirmed
      at B3 (sf)

Issuer: Themeleion III Mortgage Finance Plc S.r.I.

   -- EUR900MM A Certificate, Ba1 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Confirmed
      at Ba1 (sf)

   -- EUR40MM M Certificate, Ba2 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Downgraded
      to Ba2 (sf)

   -- EUR20MM B Certificate, B1 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Downgraded
      to B1 (sf)

Issuer: Themeleion IV Mortgage Finance Plc

   -- EUR1352.9MM A Certificate, Ba1 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Confirmed
      at Ba1 (sf)

   -- EUR155.5MM B Certificate, B1 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Downgraded
      to B1 (sf)

   -- EUR46.6MM C Certificate, B3 (sf) Placed Under Review for
      Possible Downgrade; previously on June 10, 2011 Confirmed
      at B3 (sf) CLO

Issuer: EPIHIRO PLC

   -- EUR1623MM Euro 1,623,000,000 Class A Asset Backed Floating
      Rate Notes due January 2035 Notes, B2 (sf) Placed Under
      Review for Possible Downgrade; previously on Sept 28, 2011
      Downgraded to B2 (sf)


MARFIN INVESTMENT: S&P Affirms 'B/B' Issuer Credit Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term and
'B' short-term issuer credit ratings on Greece-based operating
holding company Marfin Investment Group Holdings S.A. (MIG). "We
subsequently withdrew all our ratings on MIG at the issuer's
request. The outlook was negative at the time of the withdrawal,"
S&P said.

"The ratings on Greece-based Marfin Investment Group Holdings
S.A. (MIG) reflected our view of its weak business profile and
aggressive financial risk profile. They were constrained by
significant exposure to Greece's weak economy, which could have a
negative bearing on the earnings performance of MIG's portfolio
of companies and their valuations. The ratings also reflected our
understanding that the group could adopt a more aggressive
overall strategy in the future that, over time, would likely
further increase its operational and financial risk profile.
Partially offsetting these constraints were MIG's long-term debt
maturity profile and significant cash balances at the holding
company level," S&P related.

"The negative outlook reflected our view of the downside risk to
MIG's portfolio valuations and the operating performance of
portfolio companies as a result of the extremely weak Greek
economy. The outlook also reflected our view of the uncertainties
surrounding MIG's future financial and operational policies," S&P
said.


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I R E L A N D
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MERCATOR CLO: Moody's Raises Rating on Class B-1 Notes to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Mercator CLO II Plc:

   -- EUR274MM Class A-1 Senior Secured Floating Rate Notes due
      2024, Upgraded to Aaa (sf); previously on June 22, 2011 Aa1
      (sf) Placed Under Review for Possible Upgrade

   -- EUR25.5MM Class A-2 Senior Secured Floating Rate Notes due
      2024, Upgraded to Aa2 (sf); previously on June 22, 2011
      Baa1 (sf) Placed Under Review for Possible Upgrade

   -- EUR25MM Class A-3 Deferrable Senior Secured Floating Rate
      Notes due 2024, Upgraded to A2 (sf); previously on June 22,
      2011 Ba2 (sf) Placed Under Review for Possible Upgrade

   -- EUR25.5MM Class B-1 Deferrable Senior Secured Floating Rate
      Notes due 2024, Upgraded to Ba1 (sf); previously on
      June 22, 2011 B3 (sf) Placed Under Review for Possible
      Upgrade

   -- EUR19.5MM Class B-2 Deferrable Senior Secured Floating Rate
      Notes due 2024, Upgraded to B1 (sf); previously on June 22,
      2011 Ca (sf) Placed Under Review for Possible Upgrade

   -- EUR7MM Class W Combination Notes due 2024, Upgraded to Baa2
      (sf); previously on June 22, 2011 B1 (sf) Placed Under
      Review for Possible Upgrade

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For Class W,
the 'Rated Balance' is equal at any time to the principal amount
of the Combination Note on the Issue Date increased by a Rated
Coupon of 0.25% per annum respectively, accrued on the Rated
Balance on the preceding payment date minus the aggregate of all
payments made from the Issue Date to such date, either through
interest or principal payments. The Rated Balance may not
necessarily correspond to the outstanding notional amount
reported by the trustee.

Ratings Rationale

Mercator CLO II Plc, issued in January 2007, is a Collateralised
Loan Obligation ("CLO") backed by a portfolio of mostly high
yield European loans. The portfolio is managed by NAC Management
(Cayman) Limited. This transaction will be in reinvestment period
until February 2014. It is predominantly composed of senior
secured loans.

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The actions also reflect
consideration of an increase in the transaction's
overcollateralization ratios since the rating and deleveraging of
the senior notes since the rating action in November 2009.

The actions reflect key changes to the modeling assumptions,
which incorporate (1) a removal of the temporary 30% default
probability macro stress implemented in February 2009, (2)
increased BET liability stress factors as well as (3) change to a
fixed recovery rate modelling framework. Additional changes to
the modeling assumptions include (1) standardizing the modeling
of collateral amortization profile, and (2) changing certain
credit estimate stresses aimed at addressing the lack of forward
looking indicators as well as time lags in receiving information
required for credit estimate updates, and (3) adjustments to the
equity cash-flows haircuts applicable to combination notes.

Moody's also notes that this action also reflects improvements of
the transaction performance since the last rating action.

Moody's notes that the Class A-1 notes have been paid down by
approximately 3.8% or EUR10 million since the rating action in
November 2009. As a result of the deleveraging, the
overcollateralization ratios have increased since the rating
action in November 2009. As of the latest trustee report dated
September 30, 2011, the Class A-2, Class A-3, Class B-1 and Class
B-2 overcollateralization ratios are reported at 130.2%, 119.6%,
110.4% and 104.2%, respectively, versus September 2009 levels of
123.0%, 113.3%, 104.8% and 99.1%, respectively.

The reported WARF has increased from 2782 to 3082 between
September 2009 and September 2011. The change in reported WARF
understates the actual credit quality improvement because of the
technical transition related to rating factors of European
corporate credit estimates, as announced in the press release
published by Moody's on September 1, 2010. Additionally,
defaulted securities total about EUR4.6 million of the underlying
portfolio compared to EUR32.7 million in September 2009.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as the portfolio par amount, WARF,
diversity score, and weighted average recovery rate, may be
different from the trustee's reported numbers. In its base case,
Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of EUR373.6
million, including a 15% proportion of assets whose credit
quality is consistent with Caa level. Moody's also considered a
defaulted par of EUR8 million, a weighted average default
probability of 23.5% (consistent with a WARF of 2998), a weighted
average recovery rate upon default of 46.6% for a Aaa liability
target rating, a diversity score of 36 and a weighted average
spread of 2.95%. The default probability is derived from the
credit quality of the collateral pool and Moody's expectation of
the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. For a Aaa
liability target rating, Moody's assumed that 91.6% of the
portfolio exposed to senior secured corporate assets would
recover 50% upon default. In each case, historical and market
performance trends are also relevant factors. These default and
recovery properties of the collateral pool are incorporated in
cash flow model analysis where they are subject to stresses as a
function of the target rating of each CLO liability being
reviewed.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by (1) uncertainties of credit
conditions in the general economy and (2) the large concentration
of speculative-grade debt maturing between 2012 and 2015 which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted either positively or negatively
by divergence in legal interpretation of CDO documentation by
different transactional parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

(1) Moody's also notes that around 67% of the collateral pool
consists of debt obligations whose credit quality has been
assessed through Moody's credit estimates. Further information
regarding specific risks and stresses associated with credit
estimates are available in the report titled "Updated Approach to
the Usage of Credit Estimates in Rated Transactions" published in
October 2009.

(2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed
defaulted recoveries assuming the lower of the market price and
the recovery rate in order to account for potential volatility in
market prices. Realization of higher than expected recoveries
would positively impact the ratings of the notes.

(3) Weighted average life: The notes' ratings are sensitive to
the weighted average life assumption of the portfolio, which may
be extended due to the manager's decision to reinvest into new
issue loans or other loans with longer maturities and/or
participate in amend-to-extend offerings. Moody's tested for a
possible extension of the actual weighted average life in its
analysis. Extending the weighted average life of the portfolio
may positively or negatively impact the ratings of the notes
depending on their seniority within the transaction's structure.

(4) Other collateral quality metrics: The deal will be in
reinvestment period until February 2014 and the manager may have
the ability to deteriorate the collateral quality metrics'
existing cushions against the covenant levels. Moody's analyzed
the impact of assuming the worse of reported and covenanted
values for weighted average rating factor, weighted average
spread, weighted average coupon, and diversity score.

(5) The deal has significant exposure to non-EUR denominated
assets. Volatilities in foreign exchange rate will have a direct
impact on interest and principal proceeds available to the
transaction, which may affect the expected loss of rated
tranches.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

The cash flow model used for this transaction, whose description
can be found in the methodology listed above, is Moody's EMEA
Cash-Flow model.

This model was used to represent the cash flows and determine the
loss for each tranche. The cash flow model evaluates all default
scenarios that are then weighted considering the probabilities of
the binomial distribution assumed for the portfolio default rate.
In each default scenario, the corresponding loss for each class
of notes is calculated given the incoming cash flows from the
assets and the outgoing payments to third parties and
noteholders. Therefore, the expected loss or EL for each tranche
is the sum product of (i) the probability of occurrence of each
default scenario; and (ii) the loss derived from the cash flow
model in each default scenario for each tranche.

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

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of the rating committee
considerations. These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features, the collateral manager's track record,
and the potential for selection bias in the portfolio. All
information available to rating committees, including
macroeconomic forecasts, input from other Moody's analytical
groups, market factors, and judgments regarding the nature and
severity of credit stress on the transactions, may influence the
final rating decision.


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


BANCA POPOLARE: Moody's Lowers BFSR to 'D+'; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded Banca Popolare di Milano's
(BPM) long-term debt and deposit ratings to Baa3 from A3, and its
short-term debt and deposit ratings to Prime-3 from Prime-2.
Moody's also downgraded the bank's standalone bank financial
strength rating (BFSR) by one notch to D+, mapping to Ba1 on the
long-term scale, from C- (which maps to Baa1). The outlook for
all ratings is negative.

This rating action concludes the review for possible downgrade
initiated on 5 May 2011.

Ratings Rationale

The decision to downgrade BPM's ratings primarily reflects
Moody's concern that the bank will be structurally challenged by
its specific governance structure to maintain a sufficient cost
flexibility also compared to its domestic peers. Moody's believes
that such cost flexibility will be paramount for the bank's
management to be able to successfully navigate the bank through a
very challenging operating environment which has already impacted
the system's funding costs and is likely to put further pressure
on the Italian banking system's asset quality. Moody's notes that
improvements have been made in response to the Italian
regulator's demands, but remains concerned that the bank's
corporate governance structure will still make it challenging to
improve or even maintain its low profitability, which will remain
at levels more compatible with a standalone financial strength
rating at the standalone Ba1/D+ level for some time.

Moody's noted that in June 2011, BPM's annualized pre-provision
income was a modest 1.14% of risk-weighted assets. Growth
prospects for Italy have been cut and cost of funding has
increased in recent months, which are likely to make the 9%
annual growth rate of revenues envisaged by the business plan
until 2013 uncertain and difficult to achieve. Moody's also
pointed out the bank's difficulty to cut costs, with the business
plan envisaging an 1.3% compounded annual growth rate of costs
until 2013.

The rating agency notes that, owing to its low profitability, the
bank will be challenged to generate substantial capital from
retained earnings. Nevertheless the bank will improve capital
adequacy, with a Core Tier 1 ratio expected at 8.3% at the year
end, assuming the completion of the ongoing share issue (fully
underwritten by a pool of banks) and the conversion of a
mandatorily convertible bond. It is also worth noting that BPM's
liquidity is satisfactory, which has allowed the bank to cope
with the current difficult market funding conditions all the more
so since its funding is largely retail-deposit based.

The negative outlook is driven by the difficult operating
environment and the bank's resistance to change.

WHAT COULD CHANGE THE RATINGS UP

The outlook could return to stable in the event of a significant
improvement in profitability (net income above 1% of risk-
weighted assets on a sustainable basis).

WHAT COULD CHANGE THE RATINGS DOWN

Failure to strengthen the group's profitability, capital adequacy
or corporate governance could put negative pressure on the
ratings.

These ratings were downgraded:

- standalone bank financial strength rating (BFSR) to D+ from C-;

- long-term deposit and senior debt ratings to Baa3 from A3;

- short-term ratings to Prime-3 from Prime-2

- senior unsecured MTN rating to P(Baa3) from (P)A3;

- subordinated debt rating to Ba1 from Baa1;

- subordinate MTN rating to (P)Ba1 from (P)Baa1;

- Tier III MTN rating to (P)Ba1 from (P)Baa1;

- junior subordinate MTN rating to (P)Ba2 from (P)Baa2;

- preferred stock rating to B1(hyb) from Ba1(hyb).

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

The bank is headquartered in Milan, Italy. At June 30, 2011 it
had total assets of EUR56 billion.


DEXIA CREDIOP: Moody's Cuts Bank Financial Strength Rating to E+
----------------------------------------------------------------
Moody's Investors Service has downgraded Dexia Crediop's
standalone bank financial strength rating (BFSR) to E+ (mapping
to B2 on the long-term scale) from D+ (Ba1), and its long and
short-term deposit and debt ratings to Ba3/Not-Prime from
Baa3/Prime-3. All of Dexia Crediop's ratings remain on review for
downgrade.

The downgrade of Dexia Crediop reflects (i) the funding
challenges for Dexia Crediop and its funding dependence on its
parent Dexia Credit Local (DCL, A3/P-1/E+, all ratings on review
for downgrade); (ii) the concentration risks in its loan and
securities portfolio, combined with a very high, albeit reduced,
leverage of 34 times (total assets/equity); and (iii) the
challenges to the core business model as public sector lender.

The rating action follows the negative rating actions at the
parent level, Dexia Credit Local, which is the controlling owner
of Dexia Crediop, with a 70% stake in it.

RATINGS RATIONALE

-- DOWNGRADE OF DEXIA CREDIOP'S BFSR

The BFSR downgrade to E+ from D+ reflects Dexia Crediop's funding
challenges stemming from its high reliance on wholesale funding
sources, combined with a significant concentration risk to a
deteriorating Italian public sector credit profile, and the
overall challenges to its business model as a public sector
lender.

Given the currently difficult access to markets, Moody's believes
that Dexia Crediop would face significant challenges in meeting
its financing requirements over the next 12 months without
liquidity support from DCL. In fact, DCL and the Dexia Group
controls Dexia Crediop's strategy and activities and has provided
ongoing funding to its subsidiary as Dexia Crediop was addressing
its own liquidity imbalances and facing greater challenges in
obtaining cost-effective market funding. Dexia Crediop's funding
dependence on Dexia Group is sizeable, and Moody's estimates it
to be equal to about 25% of the total stock of funding at end-
June 2011 (net of Dexia Crediop's funding provided to DCL), and
it is expected to increase.

In addition, Dexia Crediop continues to rely significantly on
funding from the European Central Bank, and the traditional long-
term funding channel via bonds sold to retail clients in the
Italian markets is currently constrained as a consequence of the
euro area debt crisis. Moody's is concerned that the current
difficult situation in the Italian markets would make Crediop
increasingly dependent for funding on the European Central Bank
and on its parent and, in view of DCL's very weak own funding
position, it may become more challenging for DCL to provide
liquidity to support its subsidiary. Such a high funding reliance
of Dexia Crediop exposes it to the overall financial strength of
DCL.

The BFSR downgrade also reflects the risks stemming from Dexia
Crediop's large borrower concentration in Italy, with the top
twenty exposures accounting for a very sizeable part of the loan
book at June-end 2011. Following the weakening of the credit
quality of the Republic of Italy and the Italian public sector
entities, these concentrations represent a significant risk to
Dexia Crediop's credit profile.

-- DOWNGRADE OF DEXIA CREDIOP'S DEPOSIT AND DEBT RATINGS

The downgrade of the long and short-term deposit and debt ratings
was primarily driven by the downgrade of Dexia Crediop's
standalone BFSR. Its deposit and debt ratings of Ba3 incorporate
Moody's assessment of a moderate probability of parental support
in case of need, which resulted in a two-notch uplift from the B2
standalone rating for Dexia Crediop.

Moody's said that Dexia Crediop's likelihood of parental support
steams from its strong interlinks with its parent, DCL, through
its operational and funding support. While the parent's capacity
to continue providing support to its subsidiary on a standalone
basis is limited, as DCL's standalone rating is at the same level
of its subsidiary, Moody's believes that systemic support
incorporated on the parent's deposit and debt ratings of A3
should also be factored in the ratings of the group's foreign
subsidiaries, including Dexia Crediop, as long as DCL is allowed
to downstream some of that government support to other group
entities such as Dexia Crediop.

FOCUS OF THE REVIEW

The review of Dexia Crediop's ratings will focus on:

(i) The conclusion of the current rating review for DCL, since
     further negative rating migration of DCL's standalone BFSR
     and debt and deposit ratings will likely affect Dexia
     Crediop's BFSR and deposit ratings, respectively;

(ii) DCL's capacity to continue providing liquidity support to
     its subsidiary in view of Dexia Crediop's increasingly
     challenged funding profile;

(iii) Continuous erosion of Dexia Crediop's franchise in the
     Italian public-finance sector, due to likely more limited
     financing capacity and the negative effect of the targeted
     restructuring of DCL.

POTENTIAL TRIGGERS FOR A DOWNGRADE/UPGRADE

Downward pressure would be exerted on Dexia Crediop's standalone
credit strength because of (i) further deterioration of its
liquidity position; (ii) greater-than-expected deterioration in
asset quality, especially impairments on one of its large
exposures; (iii) deterioration of the bank's franchise,
particularly in light of the actual group's restructuring
process.

The bank's debt and deposit ratings are linked to the standalone
BFSR, and any change to the BFSR would likely also impact these
ratings. Additionally a downgrade on DCL's BFSR or deposit and
debt ratings, or signs of a lower probability of support from its
parent bank could also lead to a downgrade of Dexia Crediop's
deposit and debt ratings.

An upgrade of Dexia Crediop's standalone rating is currently
unlikely given the review for downgrade of the bank's ratings. An
improvement of the bank's BFSR could be driven by (i) a
sustainable improvement of the bank's liquidity imbalances; (ii)
a return to a normalized access to wholesale funding and broader
diversification of its funding sources; and (iii) a significant
reduction in its credit risk concentration by borrower, with its
top 20 borrowers representing less than 750% of pre-provision
income and 200% of Tier1 capital.

PRINCIPAL METHODOLOGIES

The methodologies used in these ratings were Bank Financial
Strength Ratings: Global Methodology published in February 2007,
Incorporation of Joint-Default Analysis into Moody's Bank
Ratings: A Refined Methodology published in March 2007, and
Moody's Guidelines for Rating Bank Hybrid Securities and
Subordinated Debt published in November 2009.

Headquartered in Rome, Italy, Dexia Crediop reported total
consolidated assets of EUR42.3 billion (June 30, 2011).


SEAT PAGINE: Lenders Agree in Principle to Restructuring Deal
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Italian
directories publisher Seat Pagine Gialle SpA said late Friday
that its lenders, including Royal Bank of Scotland Group PLC,
have agreed in principle with a plan to reorganize its debt,
although it added that there were differences over a dividend
limit, among other things.

As reported in the Troubled Company Reporter on Nov. 8, 2011, Ben
Martin and Chiara Remondini at Bloomberg News said that
Seat Pagine Gialle SpA urged stakeholders to agree to a debt-for-
equity swap before the end of the month.  Seat Pagine said in a
stock exchange statement on Thursday that it backs an offer by
bondholders to write down some of their EUR1.3 billion (US$1.8
billion) of debt, Bloomberg related.  The proposal would see
shareholders led by Permira Advisers Ltd., CVC Capital Partners
Ltd., and Investitori Associati SpA cede 90% of the company,
Bloomberg noted.

                        About Seat Pagine

Seat Pagine Gialle SpA (PG IM) -- http://www.seat.it/-- is an
Italy-based company that operates multimedia platform for
assisting in the development of business contacts between users
and advertisers.  It is active in the sector of multimedia
profiled advertising, offering print-voice-online directories,
products for the Internet and for satellite and ortophotometric
navigation, and communication services such as one-to-one
marketing.  Its products include EuroPages, PgineBianche,
Tuttocitta and EuroCompass, among others.  Its activity is
divided into four divisions: Directories Italia, operating
through, Seat Pagine Gialle; Directories UK, through TDL
Infomedia Ltd. and its subsidiary Thomson Directories Ltd.;
Directory Assistance, through Telegate AG, Telegate Italia Srl,
11881 Nueva Informacion Telefonica SAU, Telegate 118 000 Sarl,
Telegate Media AG and Prontoseat Srl, and Other Activitites
division, through Consodata SpA, Cipi SpA, Europages SA, Wer
liefert was GmbH and Katalog Yayin ve Tanitim Hizmetleri AS.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on Nov. 4,
2011, Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Italy-based international publisher of
classified directories SEAT Pagine Gialle SpA to 'CC' from
'CCC+'.  S&P said that the outlook is negative.


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


AXIUS EUROPEAN: S&P Raises Rating on Class E Notes to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Axius European CLO S.A.'s class A, B-1, B-2, C, D, and E notes.

"These rating actions follow our assessment of the transaction's
performance. Since our last review in December 2009, we have
observed a reduction in the balance of assets we consider
defaulted in our analysis (i.e., assets rated 'CC', 'SD'
[selective default], or 'D'). We have also noticed a general
improvement in the results of the class A, B, C, D, and E par
value tests compared with when we last took rating action," S&P
related.

"In our opinion, these developments have helped to improve the
credit enhancement available to all classes of notes. In
particular, the credit enhancement for the class E notes has
significantly increased as the breach of the class E turbo test
has led to the paydown of class E notes," S&P said.

"At the same time, higher spreads are being earned on the assets
than we observed in 2009," S&P said.

"We subjected the capital structure to a cash flow analysis to
determine the break-even default rate for each rated class. In
our analysis, we used the reported portfolio balance that we
consider to be performing, the current weighted-average spread,
and the weighted-average recovery rates that we considered to be
appropriate. We incorporated various cash flow stress scenarios
using alternative default patterns, levels, and timings for each
liability rating category, in conjunction with different interest
stress scenarios," S&P related.

"In our opinion, our credit and cash flow analysis indicated that
the credit enhancement available to the class A, B-1, B-2, C, D,
and E notes are consistent with higher ratings than previously
assigned. We have therefore raised our ratings on these classes,"
S&P said.

"None of the ratings was constrained by the application of the
largest obligor default test, a supplemental stress test that we
introduced as part of our criteria update (see 'Update To Global
Methodologies And Assumptions For Corporate Cash Flow And
Synthetic CDOs,' published Sept. 17, 2009) or by the largest
industry default test, another of our supplemental stress tests,"
S&P related.

"We have applied our counterparty criteria and, in our view, the
participants to the transaction are appropriately rated to
support the ratings on the notes (see 'Counterparty And
Supporting Obligations Methodology And Assumptions,' published on
Dec. 6, 2010)," S&P said.

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

Ratings List

Class            Rating
           To             From

Axius European CLO S.A.
EUR350 Million Secured Floating-Rate Notes

Ratings Raised

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


EUROPEAN ENHANCED: S&P Lifts Ratings on Three Note Classes to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
13 tranches in European Enhanced Loan Fund S.A. "At the same
time, we affirmed our rating on the class A-3A notes," S&P
related.

"The rating actions follow an analysis of the transaction --
using data from the trustee report, dated Aug. 3, 2011. We have
taken into account recent transaction developments and our 2010
counterparty criteria (see 'Counterparty and Supporting
Obligations Methodology and Assumptions,' published on Dec. 6,
2010)," S&P said.

"Since our previous transaction update on April 16, 2010 (see
'Transaction Update: European Enhanced Loan Fund S.A.'), we have
observed a reduction in the balance of assets rated in the 'CCC'
category (i.e., 'CCC-', 'CCC', or 'CCC+') and assets that our
analysis considers as defaulted (i.e., rated 'CC', 'SD' [selected
default], or 'D'). Furthermore, the trustee report indicates
that the assets are earning a higher weighted-average spread than
we observed in April 2010," S&P related.

"In the same period, the class D and E notes have failed their
par value tests -- leading to their partial redemption and, in
turn, increased credit enhancement for these notes," S&P said.

"We have subjected the capital structure to a cash flow analysis
to determine the break-even default rate for each rated class. In
our analysis, we have used: the reported portfolio balance that
we consider to be performing (i.e., of assets rated 'CCC-' or
above); the principal cash balance; the current weighted-average
spread; and the weighted-average recovery rates that we consider
to be appropriate. We have incorporated various cash flow stress
scenarios using various default patterns, levels, and timing for
each liability rating category, in conjunction with different
interest rate stress scenarios," S&P said.

"Considering these factors, we have raised our ratings on 13
tranches because our analysis indicates that the credit
enhancement available to each tranche is commensurate with higher
ratings than previously assigned. We have affirmed our rating on
the class A-3A notes to reflect our view that their credit
enhancement remains commensurate with the current rating," S&P
said.

"None of the ratings was constrained by the application of our
largest obligor default test -- a supplemental stress test that
we introduced as part of our criteria update (see 'Update To
Global Methodologies And Assumptions For Corporate Cash Flow And
Synthetic CDOs,' published on Sept. 17, 2009) -- or by the
largest industry default test -- another of our supplemental
stress tests," S&P said.

"We have applied our 2010 counterparty criteria and found that
the transaction documents do not fully reflect these criteria. In
light of this, we have assessed our ratings -- taking into
account the transaction's exposure to counterparties and the
potential impact if they did not perform. Based on our
assessment, we have concluded that our ratings on the class A-1,
A-2, and A-3B notes should not be higher than our long-term
issuer credit rating on the swap counterparty -- in this case
JPMorgan Chase Bank N.A. (AA-/Stable/A-1+) -- plus one notch,"
S&P related.

European Enhanced Loan Fund is a cash flow collateralized loan
obligation (CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms.

Ratings List

Class            Rating
           To             From

European Enhanced Loan Fund S.A.
EUR413 Million Floating- and Fixed-Rate Notes

Ratings Raised

A-1        AA (sf)        AA- (sf)
A-2        AA (sf)        AA- (sf)
A-3B       AA (sf)        AA- (sf)
B-1        AA- (sf)       BBB+ (sf)
B-2        AA- (sf)       BBB+ (sf)
C          BBB+ (sf)      BB+ (sf)
D-1        BB+ (sf)       B+ (sf)
D-2        BB+ (sf)       B+ (sf)
D-3        BB+ (sf)       B+ (sf)
D-4        BB+ (sf)       B+ (sf)
E-1        BB (sf)        CCC (sf)
E-2        BB (sf)        CCC (sf)
E-3        BB (sf)        CCC (sf)

Rating Affirmed

A-3A       AA+ (sf)


FOUR SEAS: Moody's Cuts Rating on Class US$125MM A Notes to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1(sf) from Baa2(sf)
the ratings of the class A notes issued by Four Seas S.A., due to
increased refinancing risk as the transaction nears it maturity
date without final refinancing commitments, and exposure to
operational risks in the event that there is no refinancing of
these notes upon maturity.

The affected rating is:

Issuer: Four Seas S.A.

   -- US$125M A Notes, Downgraded to Ba1 (sf); previously on
      Oct 12, 2011 Baa2 (sf) Placed Under Review for Possible
      Downgrade

Four Seas S.A. is an asset-backed securities (ABS) transaction
backed by the selling company's rough and polished gem diamond
inventories, located mainly in Belgium, accounts receivables, and
a cash reserve account. The transaction is exposed to refinancing
risk, market value risk, as well as to complex operational risks
associated with the potential liquidation of the diamond
inventories to repay the notes at maturity.

Ratings Rationale

The downgrade reflects Moody's increased concern with the
uncertainty of a repayment of the notes on their maturity date in
March 2012. As the maturity date approaches without the
conclusion of its refinancing plan, refinancing risk increases,
resulting in a higher probability of payment default on the
notes.

Payment Default

Repayment of the notes in this transaction will come from either
a refinancing on the maturity date or, after the maturity date, a
liquidation of the diamond inventory backing the notes. The lack
of full principal repayment on the maturity date would constitute
a default under Moody's rating definition.

The downgrade reflects increased default probability in the
absence of final refinancing commitments, while taking account of
the anticipated recoveries, in keeping with the rating
implementation guidance: "Moody's Approach to Rating Structured
Finance Securities in Default", published in November 2009.

As the likelihood of a liquidation increases, the credit risk in
the transaction becomes increasingly exposed to operational risks
surrounding the liquidation of the diamond inventory by the back-
up servicer. Some of these risks include potential difficulties
in recovering the inventory, in particular for diamonds on
consignment, despite the benefit of insurance policies and a
back-up servicer.

Liquidation Recoveries

Under a liquidation scenario, the transaction would benefit from
structural features designed to allow for continued interest
payments and principal recoveries. These features provide for the
(i) Antwerp Diamond Bank, a fully-owned subsidiary of KBC bank NV
(rated A1/Prime-1), as the warm back-up servicer, to step in and
liquidate the diamond inventory; (ii) Bank of New York, as the
current third-party cash manager, to allocate all payments
received from the liquidity line and the proceeds from the
inventory sale; (iii) Standard Chartered Bank (rated A1/Prime-1),
as the liquidity line provider, to continue to provide coverage
for approximately 12 months of senior fees and coupon payments;
(iv) the US$13.67 mm cash reserve to be used for repayment of the
notes; and (v) insurance policies signed with various insurers
(all rated or subsidiaries of parents rated at least A2/Prime-1),
to cover potential theft by employees or management.

Given the issuer's ownership of the diamond inventory as security
for the notes and the amount of over-collateralization including
the cash reserve, Moody's expects high recoveries following a
payment default, under the liquidation scenario. Moody's ratings
consider the anticipated recoveries from the liquidation process
over a two-year period after the maturity date of March 2012 and
the ratings address the expected loss on the notes by March 2014.

Assumption sensitivity

Key modeling assumptions, sensitivities, cash-flow analysis and
stress scenarios have not been updated as the downgrade has been
primarily driven by increased refinancing risk. Uncertainty
mainly stems from the availability of refinancing. Non-
refinancing of the notes at maturity remains the most stressful
scenario considered in Moody's analysis. Should refinancing not
be concluded by the maturity date, the rating would be negatively
affected.

Methodologies

Moody's rating approach for this transaction considers both the
probability of a payment default associated with a liquidation
scenario and the expected recoveries from the liquidation of the
assets backing the notes, as discussed above.

Other factors used in this rating are described in "Debut of
Inventory Securitisation in Europe: Moody's Rating Approach",
published May 2002.


PENTA CLO 1: Moody's Raises Rating on Class E Notes to 'B1'
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of these notes
issued by Penta CLO 1 S.A.:

   -- EUR26,000,000 Class A-2 Senior Floating Rate Notes due
      2024, Upgraded to Aa1 (sf); previously on June 22, 2011
      A1 (sf) Placed Under Review for Possible Upgrade

   -- EUR48,000,000 Class B Senior Deferrable Floating Rate Notes
      due 2024, Upgraded to A3 (sf); previously on June 22, 2011
      Ba1 (sf) Placed Under Review for Possible Upgrade

   -- EUR21,000,000 Class C Senior Subordinated Deferrable
      Floating Rate Notes due 2024, Upgraded to Baa3 (sf);
      previously on June 22, 2011 B1 (sf) Placed Under Review for
      Possible Upgrade

   -- EUR15,000,000 Class D Senior Subordinated Deferrable
      Floating Rate Notes due 2024, Upgraded to Ba2 (sf);
      previously on June 22, 2011 Caa2 (sf) Placed Under Review
      for Possible Upgrade

   -- EUR13,000,000 Class E Senior Subordinated Deferrable
      Floating Rate Notes due 2024, Upgraded to B1 (sf);
      previously on June 22, 2011 Caa3 (sf) Placed Under Review
      for Possible Upgrade

   -- EUR5,500,000 Class Q Combination Notes due 2024, Upgraded
      to Baa3 (sf); previously on June 22, 2011 B2 (sf) Placed
      Under Review for Possible Upgrade

   -- EUR5,000,000 Class R Combination Notes due 2024, Upgraded
      to Baa3 (sf); previously on June 22, 2011 B2 (sf) Placed
      Under Review for Possible Upgrade

   -- EUR8,000,000 Class S Combination Notes due 2024, Upgraded
      to Ba2 (sf); previously on June 22, 2011 Caa2 (sf) Placed
      Under Review for Possible Upgrade

   -- EUR5,000,000 Class P Combination Notes due 2024, Withdrawn
      (sf); previously on Apr 23, 2007 Assigned Aaa (sf)

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For Class S,
the 'Rated Balance' is equal at any time to the principal amount
of the Combination Note on the Issue Date increased by a Rated
Coupon of 0.25% per annum respectively, accrued on the Rated
Balance on the preceding payment date minus the aggregate of all
payments made from the Issue Date to such date, either through
interest or principal payments. For Classes P, Q and R, the
'Rated Balance' is equal at any time to the principal amount of
the Combination Note on the Issue Date minus the aggregate of all
payments made from the Issue Date to such date, either through
interest or principal payments. The Rated Balance may not
necessarily correspond to the outstanding notional amount
reported by the trustee.

The rating on the Class P Combination Notes has been withdrawn as
Moody's has been informed that the Class P Noteholder elected to
exchange the full EUR5,000,000 notional amount of Class P
Combination Notes for its related components on June 29, 2011.
Moody's has also been informed that since the last rating action
in December 2009, EUR4,200,000 out of the original EUR5,000,000
notional amount of Class R Combination Notes has been exchanged
by the Class R Noteholder for its related components. EUR800,000
notional amount of Class R Combination Notes remains outstanding.

Penta CLO 1, S.A., issued in April 2007, is a single currency
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield European loans. The portfolio is managed by
Penta Management Limited. This transaction will be in
reinvestment period until June 4, 2014. It is predominantly
composed of senior secured loans.

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The actions also reflect
consideration of credit improvement of the underlying portfolio
and an increase in the transaction's overcollateralization ('OC')
ratios as well as a deleveraging of the Class A-1 Notes since the
rating action in December 2009.

The actions reflect key changes to the modeling assumptions,
which incorporate (1) a removal of the temporary 30% default
probability macro stress implemented in February 2009, (2)
increased BET liability stress factors as well as (3) change to a
fixed recovery rate modeling framework. Additional changes to the
modeling assumptions include (1) standardizing the modeling of
collateral amortization profile, and (2) changing certain credit
estimate stresses aimed at addressing the lack of forward looking
indicators as well as time lags in receiving information required
for credit estimate updates and (3) adjustments to the equity
cash-flows haircuts applicable to combination notes.

Moody's also notes that this action also reflects improvements of
the transaction performance since the last rating action. The OC
ratios have increased since the last rating action in December
2009. As of the latest trustee report dated September 30, 2011,
the Class A, Class B, Class C, Class D and Class E OC ratios are
reported at 147.00%, 123.97%, 116.02%, 110.94 and 106.88%,
respectively, versus October 2009 levels of 144.04%, 121.50%,
113.70%, 108.70% and 104.67%, respectively and all related OC
tests are currently in compliance.

Reported WARF has increased from 2574 to 3011 between September
2009 and September 2011. The change in reported WARF understates
the actual credit quality improvement because of the technical
transition related to rating factors of European corporate credit
estimates, as announced in the press release published by Moody's
on September 1, 2010. In addition, securities with a credit
quality consistent with a Caa rating, as calculated by Moody's,
make up approximately 9.98% of the underlying portfolio versus
12.82% in September 2009. Additionally, defaulted securities
total about EUR6.53 million of the underlying portfolio compared
to EUR23.24 million in September 2009.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as the portfolio par amount, WARF,
diversity score, and weighted average recovery rate, may be
different from the trustee's reported numbers. In its base case,
Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of EUR392.99
million, defaulted par of EUR6.53 million, a weighted average
default probability of 23.81% (consistent with a WARF of 2976), a
weighted average recovery rate upon default of 42.38% for a Aaa
liability target rating, a diversity score of 31 and a weighted
average spread of 3.06%. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average
recovery rate to be realized on future defaults is based
primarily on the seniority of the assets in the collateral pool.
For a Aaa liability target rating, Moody's assumed that 80.96% of
the portfolio exposed to senior secured corporate assets would
recover 50% upon default, while the remainder non first-lien loan
corporate assets would recover 10%. In each case, historical and
market performance trends and collateral manager latitude for
trading the collateral are also relevant factors. These default
and recovery properties of the collateral pool are incorporated
in cash flow model analysis where they are subject to stresses as
a function of the target rating of each CLO liability being
reviewed.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by 1) uncertainties of credit
conditions in the general economy especially as 18.91% of the
portfolio is exposed to obligors located in Spain and Italy and
2) the large concentration of speculative-grade debt maturing
between 2012 and 2015 which may create challenges for issuers to
refinance. CLO notes' performance may also be impacted either
positively or negatively by 1) the manager's investment strategy
and behavior and 2) divergence in legal interpretation of CDO
documentation by different transactional parties due to embedded
ambiguities.

Sources of additional performance uncertainties are:

1) Moody's also notes that around 86.31% of the collateral pool
consists of debt obligations whose credit quality has been
assessed through Moody's credit estimates. Further information
regarding specific risks and stresses associated with credit
estimates are available in the report titled "Updated Approach to
the Usage of Credit Estimates in Rated Transactions" published in
October 2009..

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed
defaulted recoveries assuming the lower of the market price and
the recovery rate in order to account for potential volatility in
market prices. Realization of higher than expected recoveries
would positively impact the ratings of the notes.

3) Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which may be
extended due to the manager's decision to reinvest into new issue
loans or other loans with longer maturities and/or participate in
amend-to-extend offerings. Extending the weighted average life of
the portfolio may positively or negatively impact the ratings of
the notes depending on their seniority within the transaction's
structure.

4) Other collateral quality metrics: The deal is allowed to
reinvest and the manager has the ability to deteriorate the
collateral quality metrics' existing cushions against the
covenant levels. As part of the base case, Moody's considered
spread and coupon levels higher than the covenant levels due to
the large difference between the reported and covenant levels.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

The cash flow model used for this transaction, whose description
can be found in the methodology listed above, is Moody's EMEA
Cash-Flow model. This model was used to represent the cash flows
and determine the loss for each tranche. The cash flow model
evaluates all default scenarios that are then weighted
considering the probabilities of the binomial distribution
assumed for the portfolio default rate. In each default scenario,
the corresponding loss for each class of notes is calculated
given the incoming cash flows from the assets and the outgoing
payments to third parties and noteholders. Therefore, the
expected loss or EL for each tranche is the sum product of (i)
the probability of occurrence of each default scenario; and (ii)
the loss derived from the cash flow model in each default
scenario for each tranche.

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

In addition to the quantitative factors that are explicitly
modeled, qualitative factors are part of the rating committee
considerations. These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features, the collateral manager's track record,
and the potential for selection bias in the portfolio. All
information available to rating committees, including
macroeconomic forecasts, input from other Moody's analytical
groups, market factors, and judgments regarding the nature and
severity of credit stress on the transactions, may influence the
final rating decision.


TRINSEO SA: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Trinseo S.A., the parent holding company of
Trinseo Materials Operating S.C.A. (formerly Styron S.a.r.l.).
The outlook is stable.

"We assigned our 'B+' rating and '4' recovery rating to Trinseo's
US$400 million revolving credit facility. The '4' recovery
ratings on the revolving credit facility and term loan indicate
our expectations for average recovery (30% to 50%) in the
event of a payment default," S&P related.

"We also assigned our 'B' issue rating and '5' recovery rating to
the company's proposed senior note issue of $450 million. The '5'
recovery rating indicates our expectations for modest recovery
(10% to 30%) in the event of a payment default.

Proceeds from the proposed notes are expected to be utilized to
pay down approximately $400 million of the existing term loan.
The 'B+' issue rating and '4' recovery rating on Trinseo
Materials Operating S.C.A.'s $1.4 billion term loan remain
unchanged," S&P said.

"The ratings reflect Trinseo's aggressive financial profile and
weak business profile as a leading, but commodity-oriented,
producer of petrochemical products," said Standard & Poor's
credit analyst Paul Kurias.

"We view Trinseo's financial risk profile as consistent with the
current rating, despite some weakening of demand trends and a net
increase in debt. We expect the key ratio of funds from
operations to total adjusted debt to remain in the 12% to
20% range. We believe that earnings and cash flow might weaken
during periods of demand compression in the company's cyclical
end markets, or during periods of input cost volatility and
related working capital swings. EBITDA has weakened in the third
quarter of 2011 following a strong first half of 2011, and we
expect that slowing economic growth and potential volatility in
input costs could continue to negatively impact EBITDA. Under
such conditions, leverage-related credit metrics could weaken,
though we would still expect them to remain appropriate for the
ratings. The ratings also consider the potential for some
additional debt should Trinseo's private equity ownership decide
to implement growth initiatives or further shareholder rewards,
beyond the $470 million paid out in January 2011, but we do not
expect the company to undertake any further distributions until
business results improve. Our ratings do not factor in any
benefits from the company's plans for an initial public
offering given the uncertainty related to the execution of this
plan. Credit quality could benefit if the company were successful
in its public offering and proceeds utilized to pay down debt as
indicated by the company. We expect total adjusted debt as of
Dec. 31, 2011, pro forma for the proposed transaction, to be
approximately $1.7 billion and debt to EBITDA near 4.7x. We
adjust debt to include the present value of operating leases,
proportionate share of debt at joint ventures, unfunded
postretirement obligations, and employee benefits," S&P said.

Trinseo benefits from diverse geographical revenue sources, with
about 85% of its revenue derived from outside of North America in
2010. High capital costs involved in setting up new facilities
act as an entry barrier. In certain products, such as SB latex,
the company also benefits from the freight intensity of the
product that deters imports into countries in which Trinseo has
its manufacturing locations and markets.

Trinseo maintains flexibility with regard to its sources of
feedstock. It has access to a key input, styrene, from its 50%
joint venture with Chevron Phillips Chemical Co. L.P., Americas
Styrenics LLC. Still, even with the joint venture production, the
company is short styrene and will supplement its supply through
long-term contracts, spot market purchases, and inhouse
production. "We expect equity earnings from its styrene joint
venture to be weak," S&P said.

"Trinseo's businesses have existed as part of Dow for several
decades and we view favorably the sector experience of the
management team and the fact that senior management at Trinseo
includes several employees with experience in running these
businesses at Dow," S&P related.

"The stable outlook reflects our expectation that the company
will maintain its leverage-related credit metrics at appropriate
levels for the rating. We believe that expected weaknesses in the
second half of 2011 and potentially in 2012 could erode modest
cushion in leverage-related credit metrics at the current rating,
though we expect metrics to remain appropriate for the rating in
our base case. We expect that a favorable market position in key
segments, such as SB latex and SSBR, and the potential for growth
in certain product lines and in China will contribute to offset
at least partly the potential for volatility in other regions and
in the lower margin plastics business. We also expect that
financial policies adopted by management will support the
ratings," S&P stated.

"We could lower ratings if demand declines because of a worse
than expected economic downturn or a meaningful increase in input
costs that cannot be offset with pricing gains. We could lower
the ratings if profit margins decline to low-single-digit
levels and revenue growth turns meaningfully negative so that the
ratio of funds from operations (FFO) to total debt declines below
12% with limited prospects for improvement. We could also
downgrade Trinseo if debt levels increase meaningfully because of
acquisitions or additional shareholder rewards, without
commensurate improvement to operating results. We could consider
a modest upgrade if the company's is successful in its initial
public offering and pays down a meaningful amount of debt
utilizing proceeds from the offering. In such a scenario we would
expect operating performance to at least remain at current levels
on a consistent basis, so that the ratio of FFO to total debt is
higher than 20% on a sustainable basis after factoring in
potential acquisitions or shareholder rewards," S&P stated.


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


CLOCK FINANCE: S&P Affirms Ratings on Two Note Classes at 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
CLOCK Finance No. 1 B.V.'s class A, B1, and B2 notes. "At the
same time, we have affirmed our ratings on the class C1, C2, D,
E, F1, and F2 notes in the transaction," S&P related.

"The rating actions follow our review of the counterparty roles
involved in the transaction, as well as a review of the
performance of the underlying portfolio. The transaction is a
partially funded synthetic small and midsize enterprise (SME)
collateralized loan obligation (CLO), referencing a portfolio
of corporate loans granted to Swiss SME clients of Credit Suisse
AG," S&P related.

The issuer has invested the proceeds from the issuance of credit-
linked notes in cash deposits with Credit Suisse. Thus, the
entire principal portion of the rated notes is cash-
collateralized. "We therefore classify the underlying cash
deposit agreements as direct substantial support according to our
2010 counterparty criteria (see 'Counterparty And Supporting
Obligations Methodology And Assumptions,' published on Dec. 6,
2010)," S&P related.

"Due to an error, we did not review and place on CreditWatch
negative our ratings on the senior classes in the transaction in
January this year, when we started reviewing transactions under
our revised counterparty criteria. Had we placed these ratings on
CreditWatch negative in January, all other things being equal, we
would have taken the downgrades on the senior notes in July 2011
when we finalized the review of the CreditWatch placements under
the 2010 counterparty criteria," S&P said.

Since closing, the transaction's portfolio has been actively
replenishing. The current portfolio amount as of the October 2011
reporting date is equal to the maximum portfolio amount of
CHF4.75 billion. All of the replenishment conditions, under the
transaction documentation, are satisfied and the portfolio credit
quality remains stable.

"In our view, the credit enhancement levels available to all
notes in the transaction are commensurate with the current
ratings on the notes. In our opinion, the credit risk associated
with the reference portfolios is adequately addressed by the
enhancement levels at the various class levels. The downgrades of
the senior notes to 'AA- (sf)' are due to our analysis of
counterparty risk involved in the transaction. The transaction
documents do not fully reflect our 2010 criteria, but do reflect
our prior counterparty criteria. Therefore, as per our 2010
criteria, we have lowered the rating to a ratings floor that is
one notch above the issuer credit rating (ICR) on the lowest-
rated counterparty. The main factor was the analysis of the cash
deposit agreement in the transaction, where we classified the
account provider as direct substantial support. This role is
currently fulfilled by Credit Suisse (A+/Stable/A-1). Under our
2010 counterparty criteria, we have therefore capped the ratings
on the senior notes in this transaction at 'AA- (sf)'," S&P
related.

"The transaction has accumulated CHF60 million of credit events
since closing. To date, these have resulted in cumulative net
losses of CHF23.1 million, which have been allocated to the
unrated class G notes. The current remaining balance of the class
G notes is CHF130.5 million, which is substantially more than the
current level of impaired loans that we estimate at CHF88
million. Thus, we believe the transaction has sufficient credit
enhancement for the notes to maintain their current rating
levels, for its remaining lifetime. Clock Finance No. 1's
scheduled maturity is in February 2013, which equals a risk
horizon of less than 18 months. The short remaining lifetime and
the stable portfolio performance have lead us to affirm our
ratings on the class C1, C2, D, E, F1, and F2 notes," S&P said.

CLOCK Finance No. 1, which closed in March 2007, is a synthetic
balance sheet SME CLO originated by Credit Suisse. The referenced
loan agreements are granted to Swiss SMEs.

Ratings List

Class               Rating
            To                From

CLOCK Finance No. 1 B.V.
CHF328.6 Million and EUR213.4 Million Denominated Asset-Backed
Floating-Rate Notes

Ratings Lowered

A           AA- (sf)          AAA (sf)
B1          AA- (sf)          AA+ (sf)
B2          AA- (sf)          AA+ (sf)

Ratings Affirmed

C1          A+ (sf)
C2          A+ (sf)
D           BBB (sf)
E           BB (sf)
F1          B (sf)
F2          B (sf)


NEPTUNO III: S&P Affirms Rating on Class E Notes at 'B(sf)'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Neptuno CLO III B.V.'s class A-1, A-2, B, and C notes, and
removed from CreditWatch positive its ratings on the class B and
C notes. "At the same time, we have affirmed our ratings on the
class D and E notes, and removed from CreditWatch positive our
rating on the class D notes," S&P related.

These rating actions follow our assessment of the transaction's
performance -- based on the latest trustee report, dated Sept. 5,
2011 -- and the application of relevant criteria for CLO
transactions (see "Related Criteria And Research").

"Our analysis indicates that, since our previous full review of
this transaction on Feb. 5, 2010 (see 'Transaction Update:
Neptuno CLO III B.V.'), the portfolio's credit quality has
improved. For example, the balance of assets that we consider to
be defaulted (i.e., debt obligations of obligors that we rate
'CC', 'SD' [selective default], or 'D') has decreased to 0.76%
from 3.27%," S&P said.

"Furthermore, the transaction's overcollateralization test
results in this period have improved. We outline the current
overcollateralization test results, as calculated by the trustee,
in table 4 below. Credit enhancement has also increased for all
rated tranches, as a result of an increase in the aggregate
collateral balance of the portfolio," S&P said.

"We have subjected the capital structure to a cash flow analysis
to determine the break-even default rate for each rated class. In
our analysis, we have used the reported portfolio balance that we
consider to be performing (rated 'CCC-' or above), the principal
cash balance, the current weighted-average spread, and the
weighted-average recovery rates that we consider to be
appropriate. We have incorporated various cash flow stress
scenarios using various default patterns, levels, and timing for
each liability rating category, in conjunction with different
interest rate stress scenarios," S&P related.

"Taking into account our credit and cash flow analyses and our
2010 counterparty criteria, we consider that pool's credit
quality and the credit enhancement available to the class A to C
notes are commensurate with higher ratings than previously
assigned. We have therefore raised our ratings on these notes. We
have affirmed our ratings on the class D and E notes to reflect
our view that their credit enhancement remains commensurate with
the current ratings," S&P stated.

"None of our ratings on the notes was constrained by the
application of the largest obligor default test -- a supplemental
stress test that we introduced in our 2009 criteria update for
corporate collateralized debt obligations (CDOs) (see 'Update To
Global Methodologies And Assumptions For Corporate Cash Flow
And Synthetic CDOs,' published on Sept. 17, 2009)," S&P stated.

Neptuno CLO III is a cash flow collateralized loan obligation
(CLO) transaction that closed in December 2007. It securitizes
loans to primarily speculative-grade corporate firms.

Ratings List

Class                Rating
            To                   From

Neptuno CLO III B.V.
EUR650 Million Floating-Rate and Deferrable Floating-Rate Notes

Ratings Raised

A-1         AA (sf)              AA-(sf)
A-2         AA (sf)              AA-(sf)

Ratings Raised and Removed From CreditWatch Positive

B           A+ (sf)              BBB+ (sf)/Watch Pos
C           BBB+ (sf)            BBB- (sf)/Watch Pos

Rating Affirmed and Removed From CreditWatch Positive

D           BB+ (sf)             BB+ (sf)/Watch Pos

Rating Affirmed

E           B (sf)


===========
N O R W A Y
===========


* NORWAY: Shipping Industry Loan Defaults on the Rise
-----------------------------------------------------
According to Bloomberg News' Michelle Wiese Bockmann, Carsten
Mortensen, chief executive officer of Danish dry-bulk shipowner
Norden A/S, said that loan defaults across the shipping industry
will jump within the next 12 months.

Bloomberg relates that Mr. Mortensen on Tuesday said vessel
owners are seeking to renegotiate expiring or troubled loans at a
time when it's tougher to secure finance from European lenders to
shipping that have yet to deal with bad debts on their balance
sheets.

"You could see over the next 12 months a dramatic increase in
defaults," Bloomberg quotes Mr. Mortensen as saying.  "It's been
an endurance race for many and I don't think all of them will
make it to the finish line."

Mr. Mortensen, as cited by Bloomberg, said that the market for
dry cargo vessels was "relatively low," while product tankers'
earnings were "very low" for a third year.


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


* CITY OF NOVOSIBIRSK: S&P Affirms 'BB' Issuer Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the
City of Novosibirsk to positive from stable. "At the same time,
we affirmed the 'BB' long-term issuer credit rating and the
'ruAA' Russia national scale rating on the city," S&P related.

"The outlook revision reflects stronger revenues stemming from
higher tax receipts and solid grants from Novosibirsk Oblast (not
rated), which could result in better budgetary performance for
2011-2012 than we previously expected. We also recognize that the
city's continuation of prudent debt policies has translated into
further extension of its debt profile," S&P said.

"The ratings on Novosibirsk are constrained by what we see as
limited financial flexibility and predictability, and low
economic productivity. These constraints are mitigated by
Novosibirsk's moderate debt, favorable debt profile, improved
revenue growth, reasonable cost controls that stimulate moderate
financial performance, and a relatively diverse economy," S&P
related.

"The positive outlook reflects a more that 30% likelihood of an
upgrade should Novosibirsk's budgetary performance exceed our
existing base-case assumptions for 2011-2012 thanks to stronger-
than-expected revenue growth. Under this scenario, the city's
operating surplus would exceed 5% of operating revenues, whereas
its deficit after capital accounts would stay below 4%-5% of
total revenues. A stronger performance might also have a positive
effect on the city's borrowing needs and result in a lower debt
burden," S&P said.

"We would consider a positive rating action if the city's
financial performance reaches our upside-case indicators in 2011-
2012, which would also likely result in a somewhat lower debt
burden. Positive actions would also depend on the city's ability
and willingness to institutionalize its cash and liquidity
policies, ensuring a structurally stronger and less volatile cash
balance," S&P related.

"Our scenario for revising the outlook to stable assumes that the
pace of operating spending growth would offset the currently
observed revenue growth and lead to the budgetary performance
envisaged in our base-case scenario and the stabilization of the
debt burden at the existing level," S&P related.


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


FTA SANTANDER: Moody's Withdraws C Ratings on Three Note Classes
----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of class A1,
A2, A3, B, C, D, E and F notes issued by FTA Santander
Hipotecario 4, after the deal was early liquidated on
October 17, 2011 interest payment date.

Issuer: Fondo de Titulizacion de Activos Santander Hipotecario 4

   -- A1, Withdrawn (sf); previously on Nov 12, 2009 Downgraded
      to Baa3 (sf)

   -- A2, Withdrawn (sf); previously on Nov 12, 2009 Downgraded
      to Baa3 (sf)

   -- A3, Withdrawn (sf); previously on Nov 12, 2009 Downgraded
      to Baa3 (sf)

   -- B, Withdrawn (sf); previously on Nov 12, 2009 Downgraded to
      Caa2 (sf)

   -- C, Withdrawn (sf); previously on Nov 12, 2009 Downgraded to
      Ca (sf)

   -- D, Withdrawn (sf); previously on Nov 12, 2009 Downgraded to
      C (sf)

   -- E, Withdrawn (sf); previously on Nov 12, 2009 Downgraded to
      C (sf)

   -- F, Withdrawn (sf); previously on Nov 12, 2009 Downgraded to
      C (sf)

Ratings Rationale

Moody's Investors Service has withdrawn the ratings of all
classes of notes issued by FTA Santander Hipotecario 4 after the
deal was early liquidated, with the consent of noteholders and
deal counterparties, on 17 October 2011. Available funds were
only sufficient to repay principal and interest in full for
classes A1, A2, A3 and B while 29.2% of class C and 100% of
classes D, E and F principal was not repaid. Interests on classes
D, E and F were not paid either.

Losses on tranches C, D, E and F are consistent with ratings on
the notes prior to rating withdrawal, for this reason Moody's has
not taken any action on these tranches in relation to the early
liquidation of the deal.

FTA Santander Hipotecario 4 closed on October 2007. The
transaction was backed by a portfolio of first-ranking mortgage
loans originated by Banco Santander (Aa3/P-1) and secured on
residential properties located in Spain, for an overall balance
at closing of EUR 1.3 billion.

The last rating action, due to worse than expected collateral
performance, took place on November 2009. The rapidly increasing
levels of delinquent and defaulted loans ultimately resulted in
draws to the reserve fund and in unpaid coupon and principal
amounts.

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


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


* IZMIR: Moody's Says 'Ba2' Rating Reflects Buoyant Financials
--------------------------------------------------------------
In its annual credit analysis on the Metropolitan Municipality of
Izmir, Moody's Investors Service says that the Ba2 issuer rating
and A3.tr national scale rating reflect the city's buoyant
financial position, which is reflected in its consistently robust
operating performances and adequate liquidity. However, the
ratings are constrained by the city's relatively high but
diminishing debt burden, which includes the indirect debt of
municipal-related entities and some off-balance sheet pressure.
Furthermore, Izmir's credit profile benefits from the third-
largest economic base in the country and prudent financial
management.

Moody's says that Izmir's traditionally sound operating margins
reflect growing revenue streams, largely aided by stable central
government funding, and a lean operating expenditure structure.
These, alongside prudent cash flow management, have enabled Izmir
to limit its recourse to debt in order to fund capital
expenditure commitments. "Going forward, Moody's expects
operating margins to fall slightly, but to remain sound in the
range of 35%-40%, which is sufficient to self-finance Izmir's
investment plans," says Francesco Soldi, a Moody's Vice President
and lead analyst for Izmir.

During 2006-2010, the city invested TRY2.2 billion (or 44% of
average municipal expenditure). Figures forecasted for 2011
indicate an increase in capital expenditure during the year --
with a focus on transportation infrastructure -- and a
concomitant increase in new borrowing, although this should be
offset by growing budget volumes. In fact, the city's debt-to-
revenue ratio is expected to fall to approximately 80% by
FYE2011, from 97% at year-end 2010, notwithstanding net new debt
for the year of TRY59 million.

The rating agency notes that municipal-related companies continue
to report relatively low, but growing financial debt and weak
financial fundamentals, which exerts some financial pressure off-
balance sheet.

Located on Turkey's western coast, Izmir is the hub of Aegean
region and Turkey's third-largest city with over 3.9 million
inhabitants. Izmir's economy accounts for around 7% of the
country's GDP, with a GDP per capita approximately 30% above the
national average.

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


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


AUSTIN-SMITH LORD: Files for Insolvency
---------------------------------------
The Architects' Journal reports that Austin-Smith:Lord (ASL) has
filed a notice for a company voluntary arrangement (CVA) just
days after it announced it was making 70 staff redundant.

The 61-year-old practice, which was ranked as the seventh biggest
architectural outfit in the AJ100 rankings in 2010, is understood
to be owed millions in unpaid fees by a client in Abu Dhabi,
according to the report.

"Obviously this is not good news. There are now 17 days before we
enter voluntary arrangement," the report quotes ASL director Neil
Chapman as saying.  "Our key creditors are prepared to support us
-- with the two main creditors on side. We have a very strong,
robust [business] case in the UK."

The Architects' Journal recalls that ASL last week admitted it
was owed money dating back to May which had also caused salaries
to be paid late but that 'diplomatic efforts' at government level
were continuing to try and ensure payment from the Middle Eastern
client.

According to the report, the company has been forced to make
70 staff redundant, including 40 in its London office alone.

ASL confirmed that market conditions in the UK were to blame for
another 30 redundancies in its Cardiff, Glasgow, Liverpool and
Manchester studios, the report adds.

Austin-Smith:Lord is a British architectural firm.


BORDEAUX UK: Goes Into Voluntary Liquidation
--------------------------------------------
Decanter.com reports that Bordeaux UK Ltd. has gone into
voluntary liquidation.

Nedim Ailyan of insolvency practitioners Abbott Fielding in South
London is the proposed liquidator, Decanter.com discloses.

Decanter.com relates that Mr. Ailyan said they were approached by
Bordeaux UK "some six or eight weeks ago" with the idea of
solvent voluntary liquidation -- a voluntary winding-up of the
company.

Mr. Ailyan, as cited by Decanter.com, said "the continuing fall
in the value of top wines made the company insolvent on paper."

Bordeaux UK Ltd. sells wine investments through cold calls.  The
company was founded in 2002.  The sole director is 32-year-old
Ian Vanderhook.


YELL GROUP: Moody's Reviews Ratings for Possible Downgrade
----------------------------------------------------------
Moody's Investors Service placed the ratings for Yell Group Plc
under review for possible downgrade.

The agency's decision to initiate a review follows Yell's
announcement that it intends to use cash to buy back some of its
bank debt at prices materially below par. Such actions are likely
to come within Moody's definition of a default, subject to the
quantum and the discount of such purchases.

Ratings Rationale

Following a covenant reset process that will require the approval
of two-thirds of lenders by value, and which will be voted upon
before December 25, 2011, Yell intends to use up to GBP108
million of cash to buy back some of its bank debt at high
discounts to par via a reverse auction process. Moody's
understands that Yell's debt has recently been trading at around
30% of par; and is likely to consider such purchases as a
default.

While such buybacks could slightly reduce Yell's high leverage,
Moody's believes that the company's capital structure will remain
unsustainable, due to its heavy debt burden (GBP2.8 billion as of
September 30, 2011). The company's market capitalization has
fallen to below GBP100 million.

Moody's review for possible downgrade is likely to be concluded
at the time of the debt buy-backs, assuming that covenants have
been successfully reset. Moody's will primarily consider: (i) the
quantum of debt that is purchased, as a proportion of total debt;
and (ii) the discount at which the debt is purchased. Under such
circumstances it is likely that, post-default, the CFR and PDR
would not be lower than current levels (Caa1 and Caa2,
respectively).

However should the covenant resets not be granted, the review
will incorporate the increased likelihood of a covenant breach in
early FY2012/13. Following such a breach, it is possible that a
more extensive debt restructuring exercise could ensue.

Following a decline of 12.4% in revenues, at constant currencies
in FY2010/11, Yell's revenues fell by 9.4% in H1 2011/12, driven
by the continued decline in the demand for print directories, and
the prolonged difficult economic conditions which led to low
confidence in SMEs. Revenues from Yell's print business
registered a marked decline of 19.3% during the half year, while
digital media revenues grew by 9.1% year on year during H1
2011/12. Revenues in the US were down by 7.0% at constant
currencies, Spain declined by 18.6% and UK declined by 11.6%
while Latin America improved by 7.9% H12010/11. While Yell has
guided towards achieving an adjusted EBITDA of around GBP430-
480million (at current exchange rates) during FY 2011/12, Moody's
is of the opinion that stronger than currently expected decline
in revenues in FY 2011/12 could still make it somewhat
challenging for Yell to meet this target.

Yell's reported Net Debt/EBITDA (as calculated by the company)
deteriorated to 5.4x at the end of FY2010/11 (from 5.0x at the
end of FY2009/10) and Moody's adjusted Gross Debt/EBITDA also
went visibly over 6.0x at the end of the year. As of 30 September
2011, the company reported a 11% headroom under its Net debt to
EBITDA' covenant as well as a 27% headroom under its Interest
cover' covenant (as defined in the loan agreement). However on
the back of continued pressure on the top-line and the meaningful
step-down in the Net Debt to EBITDA' covenant from September 2011
onwards, Moody's expects Yell's covenant headroom to tighten
significantly in the near term, should the company fail to get
the leverage covenant reset as part of the bank amendment
process.

Yell's management aims to reverse the mix of print and online
revenues in the business to 25% and 75% respectively by 2015.
While the company has taken quite a number of notable initial
steps towards its strategy execution, Moody's is of the view that
the full roll-out of the new business plan carries meaningful
execution risks. With its strategy execution, Yell expects its
revenues to turnaround in 2013, while EBITDA and cash flows are
expected to return to growth only in 2015, which implies
continued near-term pressure on Yell's profitability, in Moody's
opinion.

Yell's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Yell's core industry and
believes Yell'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.

Yell Group plc is the leading publisher of classified directories
in the UK and, through its subsidiary, Yellowbook, is a leading
independent directories publisher in the US. Yell also owns Yell
Publicidad, the largest publisher of yellow and white pages in
Spain, with operations in certain countries in Latin America.
Yell's revenue for FYE 31 March 2011 was GBP1.9 billion and its
adjusted EBITDA (as defined by the company) was GBP513.6 million.


* UK: Care Home Bankruptcies on the Rise, Wilkins Kennedy Says
--------------------------------------------------------------
The Independent reports that the number of care home businesses
going bust has more than doubled over the past year, as they are
hit by local council cutbacks and rising debt worries.

According to the Independent, the accountant Wilkins Kennedy said
73 care home companies went into administration in the 12 months
to the end of September, up from 35 in the previous 12 months.


* UK: Asset Seizures Over Unpaid Tax Up in Last Two Years
---------------------------------------------------------
Ben Chu at The Independent reports that the number of companies
whose assets have been seized for late payment of tax has risen
fourfold in the last two years.

According to the Independent, the number of times when Her
Majesty's Revenue and Customs used its powers of "distraint" was
7,004 in the 12 months to April 2011, up from 1,675 in the year
to April 2009.

The figures were unearthed by the commercial tax law firm,
McGrigors, the Independent discloses.  HMRC is one of the few
bodies in the UK that can legally seize assets without a court
order, the Independent notes.  In 2003, HMRC lost its preferred
creditor status, which had ensured the tax office would be paid
in full ahead of other companies when firms went into
administration or liquidation, the Independent recounts.
McGrigors says this might have prompted HMRC to use its distraint
powers more aggressively, according the Independent.


                            *********

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

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

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

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


                            *********


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

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

Copyright 2011.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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                 * * * End of Transmission * * *