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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

            Thursday, March 28, 2013, Vol. 14, No. 62

                            Headlines



B U L G A R I A

* BULGARIA: Over 30,000 SMEs Go Bust in 2012
* BULGARIA: To Create Rules for Banks Holding State Co. Deposits


C Y P R U S

BANK OF CYPRUS: Fitch Lowers Issuer Default Rating to 'RD'
CYPRUS POPULAR: Fitch Lowers Issuer Default Rating to 'D'
* CYPRUS: Aid Package Won't Set Precedent for Future Rescues
* CYPRUS: Fitch Puts 'B' Issuer Default Ratings on Watch Negative


F R A N C E

DEXIA SA: French Towns Call for Gov't Rescue From Risky Loans
REXEL SA: Bond Tap Issue No Impact on Fitch's 'BB' Rating


G E R M A N Y

SALSA RETAIL: Moody's Affirms 'B3' CFR; Outlook Remains Stable


I R E L A N D

B&Q IRELAND: Owner Sets Aside GBP21 Million for Restructuring
BELOHN LTD: Bank of Scotland to Challenge Appointment of Examiner


I T A L Y

CERVED TECHNOLOGIES: S&P Assigns 'B' Corp. Rating; Outlook Stable


K A Z A K H S T A N

EASTCOMTRANS LLP: Moody's Assigns 'B3' CFR; Outlook Stable


L U X E M B O U R G

INTELSAT SA: Unit Plans to Offer US$1.5 Billion Senior Notes


N E T H E R L A N D S

SNS REAAL: Probe Into Nationalization Burden on Management


P O L A N D

CENTRAL EUROPEAN: Affirms Support for Roust Trading Proposal
LOT POLISH: Government Seeks Compensation for 787 Grounding


R U S S I A

AK BARS: Moody's Cuts Standalone BFSR to 'E'; Outlook Stable
METKOMBANK: Moody's Affirms 'B3' Deposit Ratings, 'E+' BFSR
TAGANROG AUTOMOBILE: Fiat May Use Russian Plant to Produce Jeeps


S P A I N

BANKINTER 10: Moody's Lowers Rating on Class E Notes to 'Ca'


T U R K E Y

ASYA SUKUK: Moody's Rates FC Subordinated Certs. '(P)Ba3'


U K R A I N E

UKRLANDFARMING PLC: Fitch Assigns 'B' Rating to US$275MM Eurobond


U N I T E D   K I N G D O M

DUNFERMLINE: Applying to go Into Voluntary Administration
COOPER GAY: Moody's Assigns 'B2' CFR; Outlook Stable
LADBROKES PLC: Fitch Affirms 'BB+' Issuer Default Rating
* UK: Banks Need to Raise GBP25 Billion in Additional Capital


X X X X X X X X

* EUROPE: Fitch Says Utilities Face Downward Rating Pressure
* Upcoming Meetings, Conferences and Seminars


                            *********


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


* BULGARIA: Over 30,000 SMEs Go Bust in 2012
--------------------------------------------
Standart reports that over 30,000 small and medium-sized
companies went bankrupt in Bulgaria in 2012.

According to Standart, Lukan Lukanov, chairman of Made in
Bulgaria association, said the companies went bankrupt due to the
crisis and the poor economic environment in Bulgaria.

The small companies which voluntarily closed their businesses are
not included in the figures, Standart notes.


* BULGARIA: To Create Rules for Banks Holding State Co. Deposits
----------------------------------------------------------------
Novinite.com reports that Bulgaria's caretaker Prime Minister,
Marin Raykov, has issued an order to establish a work group to
create rules for transparency in the selection of a particular
bank for depositing monies of State companies.

According to Novinite.com, the goal is to have universal rules to
be adhered to by all Ministers and State companies.

Mr. Raykov will personally lead the work group, which includes
all Ministers whose institutions manage State companies and
Finance Minister, Kalin Hristov, Novinite.com discloses.

Currently, there are no such rules, Novinite.com notes.  In May
2010, the Finance Ministry published a report revealing that 48%
of the monies of State-owned enterprises and 95% of the deposits
of the energy holding, which adds up to more than BGN76 million,
are managed by one bank -- Corporate Commercial Bank, CCB,
Novinite.com recounts.

In November 2011, former PM Boyko Borisov said if the State was
to withdraw its money from CCB, the bank would become insolvent,
triggering a domino effect, Novinite.com relates.

According to Novinite.com, the majority owner of CBB, Tsvetan
Vassilev, gave a rare interview, published Monday in the Austrian
Der Standart daily, where he confirmed his bank holds most of the
monies of State energy companies, but stressed there were
hundreds of other State-owned enterprises that were not CCB
clients.



===========
C Y P R U S
===========


BANK OF CYPRUS: Fitch Lowers Issuer Default Rating to 'RD'
----------------------------------------------------------
Fitch Ratings has taken rating actions on the three largest
Cypriot banks following the agreement the Eurogroup reached with
the Cypriot authorities on March 25, 2013, as a precondition to
provide EUR10 billion in financial assistance to Cyprus.

Fitch has downgraded the Long- and Short-Term Issuer Default
Ratings (IDRs) of Cyprus Popular Bank (CPB) to Default (D) and
those of Bank of Cyprus (BOC) to 'Restricted Default' (RD) from
'B', respectively, on losses imposed on senior creditors. The
fact that BOC will continue to operate in Cyprus, while CPB will
be wound-down drives the difference in their Long-term IDRs ('RD'
for BOC; 'D' for CPB) The Support Rating Floors (SRF) of the two
banks have been revised to 'NF' from 'B' and Support Ratings (SR)
to '5' from '4' as a result of the bail-in of senior creditors.
Following this, Fitch has also downgraded their VR to 'f' from
'c'.

Fitch has also maintained the Rating Watch Negative (RWN) on
Hellenic Bank's (HB) ratings except for its 'cc' VR, which has
been revised to Rating Watch Evolving (RWE) from RWN.

KEY RATING DRIVERS - CPB and BOC

According to the agreement, CPB will be resolved immediately
under the newly adopted bank resolution framework. CPB will be
split into a good bank and a bad bank. The bad bank will largely
comprise non-performing assets, and on the liabilities side bonds
and uninsured deposits (deposits above 100,000 euros). It will be
liquidated over time and Fitch expects the banking license to be
revoked. The agency expects sizeable losses to be imposed on the
bad bank's liabilities.

CPB's good assets and the insured deposits will be transferred to
BOC. Under the agreement, BOC will be recapitalized through a
conversion of uninsured deposits into equity, with bondholders to
be fully written down together with equity shareholders. The
intention is that the conversion will be such that a capital
ratio of 9 % is secured by the end of the program. Fitch expects
enforcement of losses on BOC's uninsured deposits to be material
as the bank will have no access to state capital aid under the
EUR10 billion rescue package.

According to Fitch's rating definitions, 'D' ratings indicate an
issuer that in Fitch's opinion has entered into bankruptcy
filings, administration, receivership, liquidation or other
formal winding-up procedure, or which has otherwise ceased
business. This applies to CPB. 'RD' ratings indicate an issuer
that in our view has experienced an uncured payment default on a
bond, loan or other material obligation but which has not entered
into liquidation or ceased operating, which is the case for BoC.

The two banks' senior notes have been downgraded to 'C'/'RR6'
from 'B'/'RR4' to reflect the defaults on the bonds and their
write-down.

KEY RATING DRIVERS - HB

Unlike its two other peers, HB's Long-term IDR and SRF of 'B' and
SR of '4' have not been downgraded due to the absence of any
write-down of senior creditors to date and continued availability
of liquidity support from the European Central Bank (ECB), as
outlined in the Eurogroup Statement. However, the RWN continues
to indicate the potential for the Long-term IDR to be downgraded.

The RWE on HB's 'cc' VR reflects the potential for the rating to
be either downgraded or upgraded depending on near-term
developments. The rating could be downgraded to 'f', indicating
that HB has failed, if asset quality problems intensify to the
extent that the bank needs recapitalizing, or if it becomes clear
that the bank is highly dependent on extraordinary liquidity
support to continue to service its obligations. Conversely, the
VR could be upgraded if the bank is able to maintain its solvency
and liquidity without external support.

The proposed sale of the Greek branch network and resulting
potential reduction of risk weighted assets may support the
bank's capital position, and depositors may be somewhat more
willing to keep funding the bank as a result of HB not being
included to date in any resolution measures.

RATING SENSITIVITIES - CPB

Fitch will withdraw CPB's ratings on the revocation of its
banking license and the placement of the bank into liquidation
proceedings.

RATING SENSITIVITIES - BOC

Fitch will revise the IDRs and VR of BOC once the terms of the
recapitalization become clear. Alongside its recapitalization,
BOC is likely to be subject to considerable restructuring, which
may include the disposal of its Greek operations, affecting its
overall credit fundamentals.

The SRF of 'NF' and Support Rating of '5' reflect Fitch's view
that BOC cannot rely on full support from the Cypriot
authorities.

The 'RR6' on its long-term senior debt issues reflects poor
recovery prospects. RRs are sensitive to various factors, most
importantly valuation and availability of free assets and the mix
of unsecured and secured liabilities.

RATING SENSITIVITIES - HB
HB's IDRs and SR could be downgraded and its SRF revised lower if
(i) restrictions on deposit withdrawals remain in place for a
prolonged period (in this case the Long-term IDR will likely be
downgraded to 'RD'); (ii) it becomes clear the bank requires
solvency, as well as liquidity, support (in this case the Long-
term IDR will likely be downgraded to the level of the bank's
VR); or (iii) the Cypriot sovereign ratings ('B'/Negative) are
downgraded (in this case, HB's Long-term IDR would likely be
downgraded with the sovereign).

The VR could be downgraded to 'f', indicating that HB has failed,
if asset quality problems intensify to the extent that the bank
needs recapitalizing, or if the bank becomes highly dependent on
extraordinary liquidity support in order to continue to service
its obligations. Conversely, the VR could be upgraded if the bank
is able to maintain its solvency and liquidity without external
support.

The rating actions are:

BOC
-- Long-term IDR downgraded to 'RD' from 'B'; RWN removed
-- Short-term IDR downgraded to 'RD' from 'B'; RWN removed
-- Viability Rating downgraded to 'f' from 'c'; RWN removed
-- Support Rating downgraded to '5' from '4'; RWN removed
-- Support Rating Floor revised to 'NF' from 'B'; RWN removed
-- Senior notes downgraded to 'C'/'RR6' from 'B'/RR4'; RWN
    removed
-- Commercial paper downgraded to 'C' from 'B'; RWN removed

CPB
-- Long-term IDR downgraded to 'D' from 'B'; RWN removed
-- Short-term IDR downgraded to 'D' from 'B'; RWN removed
-- Viability Rating downgraded to 'f' from 'c'; RWN removed
-- Support Rating downgraded to '5' from '4'; RWN removed
-- Support Rating Floor revised to 'NF' from 'B'; RWN removed
-- Senior notes downgraded to 'C'/'RR6' from 'B'/RR4'; RWN
    removed

HB
-- Long-term IDR at 'B'; RWN maintained
-- Short-term IDR at 'B'; RWN maintained
-- Viability Rating at 'cc'; Rating Watch revised to Evolving
    from Negative
-- Support Rating at '4'; RWN maintained
-- Support Rating Floor at 'B'; RWN maintained

The rating impact, if any, from the above rating actions on the
banks' covered bonds will be detailed in a separate comment.


CYPRUS POPULAR: Fitch Lowers Issuer Default Rating to 'D'
---------------------------------------------------------
Fitch Ratings has taken rating actions on the three largest
Cypriot banks following the agreement the Eurogroup reached with
the Cypriot authorities on March 25, 2013, as a precondition to
provide EUR10billion in financial assistance to Cyprus.

Fitch has downgraded the Long- and Short-Term Issuer Default
Ratings (IDRs) of Cyprus Popular Bank (CPB) to Default (D) and
those of Bank of Cyprus (BOC) to 'Restricted Default' (RD) from
'B', respectively, on losses imposed on senior creditors. The
fact that BOC will continue to operate in Cyprus, while CPB will
be wound-down drives the difference in their Long-term IDRs ('RD'
for BOC; 'D' for CPB) The Support Rating Floors (SRF) of the two
banks have been revised to 'NF' from 'B' and Support Ratings (SR)
to '5' from '4' as a result of the bail-in of senior creditors.
Following this, Fitch has also downgraded their VR to 'f' from
'c'.

Fitch has also maintained the Rating Watch Negative (RWN) on
Hellenic Bank's (HB) ratings except for its 'cc' VR, which has
been revised to Rating Watch Evolving (RWE) from RWN.

KEY RATING DRIVERS - CPB and BOC

According to the agreement, CPB will be resolved immediately
under the newly adopted bank resolution framework. CPB will be
split into a good bank and a bad bank. The bad bank will largely
comprise non-performing assets, and on the liabilities side bonds
and uninsured deposits (deposits above 100,000 euros). It will be
liquidated over time and Fitch expects the banking license to be
revoked. The agency expects sizeable losses to be imposed on the
bad bank's liabilities.

CPB's good assets and the insured deposits will be transferred to
BOC. Under the agreement, BOC will be recapitalized through a
conversion of uninsured deposits into equity, with bondholders to
be fully written down together with equity shareholders. The
intention is that the conversion will be such that a capital
ratio of 9 % is secured by the end of the program. Fitch expects
enforcement of losses on BOC's uninsured deposits to be material
as the bank will have no access to state capital aid under the
EUR10 billion rescue package.

According to Fitch's rating definitions, 'D' ratings indicate an
issuer that in Fitch's opinion has entered into bankruptcy
filings, administration, receivership, liquidation or other
formal winding-up procedure, or which has otherwise ceased
business. This applies to CPB. 'RD' ratings indicate an issuer
that in our view has experienced an uncured payment default on a
bond, loan or other material obligation but which has not entered
into liquidation or ceased operating, which is the case for BoC.

The two banks' senior notes have been downgraded to 'C'/'RR6'
from 'B'/'RR4' to reflect the defaults on the bonds and their
write-down.

KEY RATING DRIVERS - HB

Unlike its two other peers, HB's Long-term IDR and SRF of 'B' and
SR of '4' have not been downgraded due to the absence of any
write-down of senior creditors to date and continued availability
of liquidity support from the European Central Bank (ECB), as
outlined in the Eurogroup Statement. However, the RWN continues
to indicate the potential for the Long-term IDR to be downgraded.

The RWE on HB's 'cc' VR reflects the potential for the rating to
be either downgraded or upgraded depending on near-term
developments. The rating could be downgraded to 'f', indicating
that HB has failed, if asset quality problems intensify to the
extent that the bank needs recapitalizing, or if it becomes clear
that the bank is highly dependent on extraordinary liquidity
support to continue to service its obligations. Conversely, the
VR could be upgraded if the bank is able to maintain its solvency
and liquidity without external support.

The proposed sale of the Greek branch network and resulting
potential reduction of risk weighted assets may support the
bank's capital position, and depositors may be somewhat more
willing to keep funding the bank as a result of HB not being
included to date in any resolution measures.


RATING SENSITIVITIES - CPB

Fitch will withdraw CPB's ratings on the revocation of its
banking license and the placement of the bank into liquidation
proceedings.

RATING SENSITIVITIES - BOC

Fitch will revise the IDRs and VR of BOC once the terms of the
recapitalization become clear. Alongside its recapitalization,
BOC is likely to be subject to considerable restructuring, which
may include the disposal of its Greek operations, affecting its
overall credit fundamentals.

The SRF of 'NF' and Support Rating of '5' reflect Fitch's view
that BOC cannot rely on full support from the Cypriot
authorities.

The 'RR6' on its long-term senior debt issues reflects poor
recovery prospects. RRs are sensitive to various factors, most
importantly valuation and availability of free assets and the mix
of unsecured and secured liabilities.

RATING SENSITIVITIES - HB
HB's IDRs and SR could be downgraded and its SRF revised lower if
(i) restrictions on deposit withdrawals remain in place for a
prolonged period (in this case the Long-term IDR will likely be
downgraded to 'RD'); (ii) it becomes clear the bank requires
solvency, as well as liquidity, support (in this case the Long-
term IDR will likely be downgraded to the level of the bank's
VR); or (iii) the Cypriot sovereign ratings ('B'/Negative) are
downgraded (in this case, HB's Long-term IDR would likely be
downgraded with the sovereign).

The VR could be downgraded to 'f', indicating that HB has failed,
if asset quality problems intensify to the extent that the bank
needs recapitalizing, or if the bank becomes highly dependent on
extraordinary liquidity support in order to continue to service
its obligations. Conversely, the VR could be upgraded if the bank
is able to maintain its solvency and liquidity without external
support.

The rating actions are:

BOC
-- Long-term IDR downgraded to 'RD' from 'B'; RWN removed
-- Short-term IDR downgraded to 'RD' from 'B'; RWN removed
-- Viability Rating downgraded to 'f' from 'c'; RWN removed
-- Support Rating downgraded to '5' from '4'; RWN removed
-- Support Rating Floor revised to 'NF' from 'B'; RWN removed
-- Senior notes downgraded to 'C'/'RR6' from 'B'/RR4'; RWN
    removed
-- Commercial paper downgraded to 'C' from 'B'; RWN removed

CPB
-- Long-term IDR downgraded to 'D' from 'B'; RWN removed
-- Short-term IDR downgraded to 'D' from 'B'; RWN removed
-- Viability Rating downgraded to 'f' from 'c'; RWN removed
-- Support Rating downgraded to '5' from '4'; RWN removed
-- Support Rating Floor revised to 'NF' from 'B'; RWN removed
-- Senior notes downgraded to 'C'/'RR6' from 'B'/RR4'; RWN
    removed

HB
-- Long-term IDR at 'B'; RWN maintained
-- Short-term IDR at 'B'; RWN maintained
-- Viability Rating at 'cc'; Rating Watch revised to Evolving
    from Negative
-- Support Rating at '4'; RWN maintained
-- Support Rating Floor at 'B'; RWN maintained

The rating impact, if any, from the above rating actions on the
banks' covered bonds will be detailed in a separate comment.


* CYPRUS: Aid Package Won't Set Precedent for Future Rescues
------------------------------------------------------------
James G. Neuger at Bloomberg News reports that European
governments vowed that the swoop on bank accounts to finance
Cyprus's aid package won't set a precedent for future rescues,
pushing back against the impression given by Dutch Finance
Minister Jeroen Dijsselbloem.

According to a confidential document obtained by Bloomberg News
"The Cypriot program is not a template, but measures are tailor-
made to the very exceptional Cypriot situation."

The document was agreed on Tuesday by representatives of euro-
zone finance ministries and intended as a guide for explaining
Monday's decision to the public, Bloomberg notes.

Mr. Dijsselbloem, who chaired the meetings on the Cypriot
package, triggered declines in European markets on Monday by
telling Reuters and the Financial Times that future bank cleanups
should be handled nationally and questioning the need for the use
of European money to recapitalize ailing lenders, Bloomberg
discloses.

While the Dutch minister issued a clarification later that day,
several governments pushed for a confirmation at European level
that the controversial tapping of Cypriot bank accounts won't be
part of the standard crisis-management toolkit, Bloomberg
relates.

Mr. Dijsselbloem became Dutch finance minister in November and
took on the added European coordinating role in January,
Bloomberg recounts.  His spokeswoman, Simone Boitelle, declined
to comment on the document, known as "Terms of Reference" in
Brussels jargon, Bloomberg notes.


* CYPRUS: Fitch Puts 'B' Issuer Default Ratings on Watch Negative
-----------------------------------------------------------------
Fitch Ratings has placed Cyprus's Long-term foreign and local
currency Issuer Default Ratings (IDRs) of 'B' and Short-term IDR
of 'B' on Rating Watch Negative (RWN). At the same time, the
agency has revised the Country Ceiling to 'B'.

KEY RATING DRIVERS

The RWN reflects Fitch's opinion that the shock resulting from
the systemic failure of Cyprus's banking system will have
profound negative implications for the domestic economy, which
heightens the risk to public finances. This is notwithstanding
the fact the Cyprus has agreed an outline program with its
official creditors. This program improves the sovereign's near-
term position from both a liquidity perspective (official funding
amounts to EUR10 billion, or 55% of GDP) and a solvency
perspective. The decision to bail-in depositors rather than
government bondholders represents a significant upfront saving
for the sovereign. It also underscores the de facto seniority of
claims on the sovereign relative to other claims on the country
and consequently acts as a support factor for sovereign
creditworthiness.

Fitch has revised the Country Ceiling to 'B' for Cyprus, which
effectively imposes a cap on the ratings of all issuers and
transactions domiciled in Cyprus. Fitch had previously assigned
the eurozone common Country Ceiling ('AAA') to Cyprus reflecting
the prohibition within the currency union on restrictions on
cross-border movement of capital. However, the closure of all
Cypriot banks last week, along with the likely continuation of
deposit transfer restrictions this week represents a de facto
imposition of capital controls in Cyprus.

RATING SENSITIVITIES

Fitch will seek to resolve the RWN once further key details of
the program have been agreed and made public, taking into
consideration the following key factors:

- The medium-term economic and fiscal assumptions of the EU/IMF
  program, in conjunction with Fitch's own expectations.
- The terms of the official financing and projected fiscal
  sources and uses over the medium term.
- The evolution and effect of capital controls in Cyprus.
- The authorities' ability and willingness to implement the deep
  structural and fiscal reforms that are likely to be required
  under the program.

If the program has incorporated a sufficient funding buffer
against fiscal/economic slippage and is based on conservative
assumptions, the IDRs could be affirmed at their current level of
'B' given that the rating already reflects a heightened risk to
solvency. Conversely, if the program appears fragile from the
outset, the higher risk of it going off track could warrant a
downgrade. In its assessment of the relevance of the assumptions
within the program and in its own financial projections, Fitch
will focus on the impact of the banking system's failure on
future economic growth and the implications for asset quality
within the recapitalized but smaller banking sector.

Fitch's sensitivity analysis does not currently anticipate
developments with a material likelihood of leading to a rating
upgrade in the near term. Much further in the future, the
realisation of significant off shore gas and oil reserves could
significantly help the financing of fiscal deficits and place
upwards pressure on the rating. While the authorities claim
government revenues to range between EUR18.5 billion (102.9% of
GDP) to EUR29.5 billion (164.1% of GDP) in Block 12 alone, the
economic viability of extraction remains uncertain and beyond the
horizon of the program.

KEY ASSUMPTIONS

There is considerable uncertainty over the near- and medium-term
evolution of output, unemployment and the government deficit. The
pressure on banks to de-lever over the medium term is expected to
exert considerable pressure on the economy with knock on effects
to public finances.

Should the current banking sector instability result in a
prolonged breakdown in the domestic payments system, this would
lead to a surge in corporate bankruptcy and drive a deeper GDP
contraction. However, it is Fitch's expectation that the residual
banking system will be promptly capitalized and that capital
controls will seek to allow depositors to access funds for
consumption and to pay suppliers.

Fitch assumes that the details of the program will be agreed
between the government and the EU/IMF and be ratified in
parliaments of creditor countries over the coming weeks. The
agency expects that these details will be consistent with the
outline agreement signed yesterday, notably with official
financing limited to EUR10 billion. Fitch has not factored
privatization receipts into its public debt projections, nor
possible hydrocarbon receipts in the long term; these therefore
represent an upside risk. Fitch does not anticipate social unrest
to a degree that could derail the political implementation of the
agreed program.

Fitch assumes that there is no materialization of severe tail-
risks to eurozone financial stability that could trigger a sudden
and material increase in investor risk aversion and financial
market stress.



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


DEXIA SA: French Towns Call for Gov't Rescue From Risky Loans
-------------------------------------------------------------
Fabio Benedetti-Valentini at Bloomberg News reports that French
towns from Asnieres to Sainte-Etienne are calling on President
Francois Hollande's government to save them from about EUR10
billion (US$13 billion) in Dexia loans whose risks they say
weren't made clear.

Sitting on debt pegged to foreign interest rates or currencies,
many troubled municipalities are struggling to service their
loans and clamoring for help from the state, Bloomberg discloses.

"This is a time bomb for a certain number of local governments,"
Bloomberg quotes Sebastien Pietrasanta, the mayor of Asnieres, a
Paris suburb, as saying on Tuesday.  "We need a global solution
and not just a case-by-case" treatment from the state, he said.

Asnieres sued Dexia's French unit last year over a loan tied to
the dollar-yen exchange rate, Bloomberg recounts.

Loans issued by Dexia's French unit, dubbed "toxic' by mayors,
have now mostly been taken over by SFIL, the state-owned
municipal lender created this year, Bloomberg notes.

According to Bloomberg, although SFIL Chief Executive Officer
Philippe Mills has said that among local governments with
"sensitive" borrowings "there is a very small minority with high
or very high rates," mayors of several towns say their loans have
become an untenable burden, hurting them as France's economy
stalls and unemployment rises to a 13-year high.

Dexia, being wound down after two bailouts by France and Belgium,
has about EUR2 billion in risky French municipal loans, Bloomberg
discloses.

Meanwhile, lawsuits against Dexia are mounting, Bloomberg states.

A Nanterre court last month allowed Seine-Saint-Denis, a county
on the outskirts of Paris, to lower interest payments on three
loans from Dexia, ruling that the final contract signings failed
to mention the interest rate on the borrowing, Bloomberg
recounts.

According to Bloomberg, Saint-Etienne Mayor Maurice Vincent, who
heads a group of local governments, said at the press conference
in Paris on Tuesday that the city council of Saint-Etienne in
central France plans to vote in May on whether to take legal
action over loans from Dexia's French unit and at least 100
French municipalities are considering lawsuits by June, mostly
over Dexia loans.

Saint-Etienne has three loans amounting to a total of EUR61.5
million from Dexia's defunct French unit that are now on SFIL's
books, Bloomberg discloses.

The Rhone county's council last week voted to take legal action
at the Nanterre court over five loans from Dexia Credit Local
with interest rates tied to currency movements, Bloomberg says,
citing an e-mailed document sent by its press office.

The Rhone department's loans with Dexia amount to EUR354.7
million, Bloomberg says.

Dexia SA is a Belgium-based banking group with activities
principally in Belgium, Luxembourg, France and Turkey in the
fields of retail and commercial banking, public and wholesale
banking, asset management and investor services.  In France,
Dexia Bank focuses on funding public sector bodies and providing
financial services to local government.  In Luxembourg, Dexia
operates in two main areas: commercial banking (for personal and
professional customers) and private banking (for international
investors).  In Turkey, Dexia is involved in retail and
commercial banking and offers services to ordinary account
holders, business and local public sector customers and
institutional clients. The Company operates through its
subsidiaries, such as Dexia Credit Local, DenizBank, Dexia
Credicop, Dexia Sabadell, Dexia Kommunalbank Deutschland, Dexia
Asset Management, among others.


REXEL SA: Bond Tap Issue No Impact on Fitch's 'BB' Rating
---------------------------------------------------------
Fitch Ratings says that Rexel SA's ('BB'/Stable) planned bond tap
issue of its recently priced EUR500 million 5.125% notes due 2020
does not affect the 'BB' rating assigned to the instrument on
March 19, 2013, or the group's Issuer Default Rating.

The additional notes will have the same terms and conditions as
the above debt issue. They will be senior unsecured, unguaranteed
obligations of Rexel and have the same ranking as the existing
senior notes.

Rexel's securitization debt, finance lease obligations and debt
incurred by subsidiaries (together referred to as senior debt)
will continue to rank ahead of debt incurred by Rexel. While
bondholders at the Rexel level will be reliant on dividend
payments made by the group's subsidiaries to the holding, any
structural subordination concerns are mitigated by expected
limited senior leverage, measured as senior debt/EBITDA, below
the threshold of 2x considered by Fitch as critical (1.4x based
on FY12's EBITDA). As a result, we continue to expect average
recovery prospects for unsecured bondholders in the event of
default.

The proceeds from the latest bond issuance, including the
proposed tap issue, will be used for general corporate purposes
including the redemption of the 8.25% senior notes due 2016. This
add-on debt issue does not increase the net debt of the group
while gross leverage would increase by up to 0.2x EBITDA,
therefore not affecting the group's credit ratios in any
meaningful way.

KEY RATING DRIVERS:

- Challenging environment, solid performance driven by continuing
  cost control and savings derived from bolt-on M&A activity.

- Resilient business model derived from adequate geographical
  diversification, strong market shares in core markets and
  increasing presence in fast-growing emerging countries. This
  adds to improvement in its sales mix towards higher added value
  products and services -- part of its "Energy in Motion"
  strategic plan.

- Free cash flow (FCF) critical: Pre-dividend FCF to EBITDAR
  remained above 30% in 2012. Rexel has demonstrated the ability
  to remain cash flow generative throughout the economic cycles,
  notably thanks to its business model resilience, low capital
  intensity and control over working capital. Despite weak
  economic prospects for 2013 and a sustained dividend pay-out,
  Fitch expects Rexel's positive FCF to remain above EUR150m in
  2013 and to average c. EUR210m per annum to 2016.

- M&A appetite aimed at boosting its presence internationally
  while retaining adequate financial flexibility. Thanks to its
  solid FCF generation capacity and assuming more limited
  acquisition spending (EUR200 million/ EUR300 million annually)
  relative to the high amount spent in 2012, Fitch is confident
  the company will regain headroom under its 'BB' rating from
  2013, reverting to the lower leverage seen in 2011, below 4.5x,
  by 2015.

RATING SENSITIVITIES

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

- FFO adjusted net leverage below 4.0x on a continuing basis and
  evidence of resilient profitability.

- The continuation of strong cash flow conversion, measured as
  pre-dividend FCF to EBITDAR average for two years consistently
  above 30%.

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

- A large debt-funded acquisition, or a deeper than expected
  economic slowdown with no corresponding increase in FCF
(notably
  due to working capital inflow and/or dividend reduction)
  resulting in (actual or expected) FFO adjusted net leverage
  above 5.0x for more than two years.

- A more aggressive shareholder-friendly stance weakening credit
  protection measures could result in a negative rating action if
  the tough economic climate persists.

- Average two-year pre-dividend FCF to EBITDAR at or below the
  25%-30% range combined with weaker profitability.



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


SALSA RETAIL: Moody's Affirms 'B3' CFR; Outlook Remains Stable
--------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating of
B3 and probability of default rating (PDR) of B2-PD assigned to
Salsa Retail Holding Debtco 1 Sarl, a holding company of the
Takko Fashion group. Concurrently, Moody's has affirmed the
provisional (P)B3 rating of the proposed EUR525 million senior
secured notes due 2019 to be issued by Takko Luxembourg 2 S.C.A..
The outlook on all ratings remains stable.

These rating affirmations follow the company's decision to revise
the capital structure supporting the proposed refinancing of
Takko's bank loan debt. The original structure proposed the
issuance of EUR450 million senior secured notes due 2019 and EUR
175 million senior notes due 2019. The revised structure is
expected to include an additional shareholder contribution from
Takko's owner, Apax Partners, of EUR100 million and issuance of
EUR525 million senior secured notes, with no unsecured notes.

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

Ratings Rationale:

Although Moody's recognizes the positive impact of the revised
capital structure on the company's leverage, as well as the
support demonstrated by Apax Partners via additional shareholder
contribution, this is not sufficient to change the ratings or
outlook.

Although opening net leverage (as calculated by the company) is
now estimated at 4.2x, Moody's adjusted gross leverage is
significantly higher due to operating lease adjustments. As such,
Moody's adjusted gross leverage expected at the end of April 2013
has improved by only 0.4x to 6.5x. The reduction in net interest
expense envisaged under the new capital structure also does not
lead to a material relief to the company's free cash flow
generation. Hence the company's financial metrics remain some
distance from the levels that Moody's previously indicated would
cause upwards ratings pressure. Moody's is looking for signs of
operational improvement, such as gross margin recovery and
positive like-for-like growth before more significant positive
rating pressure arises.

The stable outlook reflects the expectation of (i) resumed top-
line growth underpinned by store expansion in Eastern and Western
Europe and some recovery in like-for-like growth and (ii)
continued cost pressure on margins, although with some limited
improvement following the completion of excess merchandise
clearance and benefit from lower cotton prices.

The B2-PD PDR assumes a recovery rate of 35%, reflecting the
covenant-lite nature of the capital structure. The (P) B3
assigned to the Senior Secured Notes -- at the same level as the
CFR -- reflects their presence as the largest debt instrument in
the capital structure, ranking behind the super-senior RCF (via
application of proceeds in an enforcement scenario).

The additional shareholder contribution of EUR 100 million as
outlined in the presented draft documentation is in the form of
Preferred Equity Certificates (PECs), with terms and conditions
generally in line with the PECs issued previously. They represent
the most junior part of capital structure and rating guidance
ratios exclude these instruments.

What Could Change The Rating Up/Down

Positive pressure on the ratings could arise due to stronger than
anticipated volume growth and operating margins leading to
adjusted Debt/EBITDA ratio sustainably below 6.0x and a
EBITA/Interest above 1.5x. Negative pressure could arise due to
difficulties in implementing store expansion and in delivering
like-for-like sales growth leading to a Debt/EBITDA ratio of
above 7.0x and/or free cash flow turning negative.

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

Founded in 1982, Takko is a German value fashion retailer
offering a range of apparel products and accessories for women,
men and children and primarily targeting young price-conscious
yet fashion-oriented families. The company generated
approximately EUR1,040 million in net revenue for fiscal year
ended April 2012.



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


B&Q IRELAND: Owner Sets Aside GBP21 Million for Restructuring
-------------------------------------------------------------
John Mulligan at Independent.ie reports that B&Q owner Kingfisher
has set aside GBP21 million (EUR24.7 million) to restructure its
loss-making business in Ireland.

Releasing full-year results on Tuesday, Kingfisher confirmed that
its nine BQQ stores in Ireland made a combined GBP7 million
(EUR8.2 million) loss in the last financial year, Independent.ie
relates.

The company placed its B&Q stores here in examinership in
January, Independent.ie recounts.  Under the terms of a proposed
scheme, it's planning to close two of those stores, in Waterford
and Athlone, Independent.ie notes.

The two B&Q stores that are closing in Ireland employ about 100
people, Independent.ie discloses.

B&Q Ireland is a DIY chain.


BELOHN LTD: Bank of Scotland to Challenge Appointment of Examiner
-----------------------------------------------------------------
Aodhan O'Faolain and Ray Managh at Independent.ie report that
Bank of Scotland is challenging the appointment of an examiner to
Belohn Ltd.

Last Saturday, at an emergency sitting of the High Court Mr.
Justice Gerard Hogan appointed an interim examiner to Belohn, the
company that owns and operates the premises known as Foley's Bar
and the O'Reilly Bar at Merrion Row, Dublin 2, Independent.ie
relates.

The appointment was made after the Judge was presented with an
independent accountant's report which said the business had a
reason prospect of survival if a scheme of arrangement can be
agreed with the firm's creditors, Independent.ie discloses.

Bank of Scotland, who are owed EUR4 million, are the firm's
largest creditors, Independent.ie notes.

According to Independent.ie, on Monday, lawyers for BOS told the
court that it intends to oppose the company's application to be
given the protection of the court from its creditors.

The application for examinership was made following last Friday's
ruling by Mr. Justice Paul Gilligan that BOS's appointment of
David O'Connor as receiver/manager of the bars at Merrion Row,
Dublin 2 last October was invalid because the bank failed to
comply with a formality, Independent.ie recounts.

That formality required the bank to make the appointment under
its seal in formal writing, Independent.ie states.

Belohn had extensive loan facilities with BOS and, in October
2012, the balance due on those loans amounted to EUR4 million,
Independent.ie discloses.



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


CERVED TECHNOLOGIES: S&P Assigns 'B' Corp. Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Italy-based credit information
provider Cerved Technologies SpA (Cerved).  The outlook is
stable.

At the same time, S&P assigned its 'B' issue rating to Cerved's
EUR250 million senior secured floating rate notes, due 2019, and
EUR300 million senior secured fixed rate notes, due 2020.  The
recovery rating on these notes is '4', indicating S&P's
expectation of an average (30%-50%) recovery for creditors in
the event of a payment default.

S&P also assigned its 'CCC+' issue rating to Cerved's
EUR230 million senior subordinated notes, due 2021.  The recovery
rating on these notes is '6', indicating S&P's expectation of
negligible (0%-10%) recovery for creditors in the event of a
payment default.

"The rating actions reflect our assessment of the group's
financial risk profile as "highly leveraged" and business risk
profile as "fair."  Cerved's private equity ownership has led the
group to adopt a higher tolerance for aggressive financial
policies, including acquisitions and sizable cash dividends.  As
a result of the acquisition and new debt package, we forecast
Standard & Poor's-adjusted debt to EBITDA will be about 6x for
the fiscal year-ending Dec. 31, 2013.  We also factor into our
rating Cerved's business risk profile, which we assess as "fair"
under our criteria.  The group, which operates in the fragmented
Italian small and midsize enterprise market and the regulated
Italian bank market faces ongoing exposure to potential
litigation and reputational damage," S&P said.

In absolute terms, Cerved has smaller operations and weaker
geographic diversity than larger credit information providers.
These weaknesses are partially offset by the fact that Cerved is
the clear market leader in Italy, with a broad, diverse client
base.  The group benefits from profitable and cash-generative
operations, and has minimal capital expenditure (capex) and
working capital requirements.  What's more, the Italian credit
information services market has high barriers to entry, which
help to protect Cerved's strong market position.  New entrants
would need to invest heavily to replicate Cerved's database,
which the group has developed over many years.

"In our base-case credit scenario, we anticipate that Cerved's
revenues will increase at a mid-single-digit rate to more than
EUR300 million on Dec. 31, 2013.  At the same time, we anticipate
that Cerved's adjusted EBITDA margin will be slightly more than
45%, with adjusted EBITDA of about EUR140 million.  We forecast
that the group will continue to generate good cash flows, with
adjusted funds from operations (FFO) of more than EUR50 million
on Dec. 31, 2013.  We also forecast that Cerved's credit metrics
will remain broadly stable, with adjusted debt to EBITDA of about
6x and adjusted FFO to debt of about 6% on the same date.  We
consider FFO to debt of more than 12% to be commensurate with a
higher rating.  The stable outlook reflects our view that
Cerved's credit metrics will remain in line with levels
commensurate with a "highly leveraged" financial risk profile.
Our base-case scenario also assumes that EBITDA margins will
remain stable," S&P noted.

"We consider that rating upside is limited at this stage, given
the group's high tolerance for aggressive financial policies,
such as high leverage, potential acquisitions, and cash
dividends. However, sustained deleveraging, improvements in
EBITDA and cash flow generation, and stronger-than-anticipated
credit metrics could cause us to raise the ratings.
Specifically, the group's ability to sustain an adjusted debt-to-
EBITDA ratio of less than 5x, and an adjusted FFO-to-debt ratio
of more than 12% could provide the basis for a positive rating
action," S&P added.

S&P do not anticipate that Cerved will increase its debt at this
stage.  However, S&P could lower the rating if the group
experiences weak operating conditions that lead to severe margin
pressure, or poorer cash flows leading to weaker credit metrics.
Additionally, debt-financed acquisitions, or an increase in
shareholder distributions, could also result in weaker credit
metrics, which could in turn lead us to lower the rating.



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


EASTCOMTRANS LLP: Moody's Assigns 'B3' CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and B3-PD probability of default rating, as well as a B3.kz
national scale rating, to Eastcomtrans LLP. The outlook on all
ratings is stable. This is the first time Moody's has assigned a
rating to Eastcomtrans.

Ratings Rationale:

The assigned B3 CFR primarily reflects Eastcomtrans's (1) small
size, reflected by revenue of US$151 million for 2012 (under
audited IFRS financial statements), which is modest on a global
scale; (2) high industry concentration and, most importantly,
customer concentration, with the company's largest customer,
Tengizchevroil LLP, representing 65% of its total revenue for
2012, which renders Eastcomtrans's business dependent on its
continuing relationships with a single customer; (3) highly
concentrated ownership, which creates the risk of rapid changes
in the company's strategy and development plans, along with the
risk of both a revision of its conservative financial policy and
an increase in shareholder distributions (although this risk is
mitigated by the agreed acquisition of a 6.67% stake in
Eastcomtrans by International Finance Corporation (IFC; Aaa
stable), which Eastcomtrans expects to be completed in March
2013, and related improvements in corporate governance); (4) the
potential evolution of Eastcomtrans's business profile -- as the
company aims to increase the proportion of railcars in its own
operation as opposed to operating leasing of railcars to other
operators and cargo owners which is currently its main business
-- and uncertainty regarding its future operating and financial
performance under its target business model; and (5) the
company's overall exposure to an emerging market operating
environment with a less developed regulatory, political and legal
framework.

However, more positively, the Eastcomtrans's rating also factors
in (1) its solid share of around 9% of the Kazakhstan freight
rail transportation market in terms of railcar fleet; (2) its
modern railcar fleet, the average age of which is four years
(compared with the industry average of 17 years) which confers
economies in terms of repair costs; (3) the company's long-term
relationships and lease contracts until the end of 2015 with its
key customer, Tengizchevroil (although there is no penalty for
pre-term termination of contracts); (4) its high operating
efficiency, reflected by an EBITA margin of above 55% (as
adjusted by Moody's); (5) its sustainable projected financial
metrics, with Moody's expecting the company to maintain leverage
-- measured by debt/EBITDA -- below 4.0x, EBIT/interest above
2.0x and retained cash flow (RCF)/net debt above 20% (all metrics
are as adjusted by Moody's); (6) its adequate liquidity and
manageable foreign currency risk, as most of the company's
contracts with customers are linked to the US dollar; and (7) the
high market value of its own railcar fleet (i.e., excluding the
fleet leased in under financial leasing), at around US$530
million, which comfortably covers the company's debt, which
amounts to US$324 million (excluding financial leasing) as of
year-end 2012.

The stable outlook on Eastcomtrans's ratings reflects Moody's
expectation that (1) the company's leverage will remain below
4.0x debt/EBITDA, its EBIT/interest above 2.0x, and its RCF/net
debt above 20% on a sustainable basis (all metrics are as
adjusted by Moody's); (2) the company will maintain adequate
liquidity; and (3) it will be able to maintain high fleet
utilization rates, with the bulk of its fleet under contract at
all times.

What Could Change The Rating Up/Down

Moody's could consider Eastcomtrans's ratings for an upgrade if
the company (1) materially improves its customer diversification;
(2) maintains adequate liquidity; and (3) continues to
demonstrate a strong operating performance.

Conversely, negative pressure could be exerted on the ratings if
there is a material deterioration in Eastcomtrans's leverage or
interest coverage metrics, or in the company's liquidity or
market position. The ratings could also come under negative
pressure if any of Eastcomtrans's contracts with Tengizchevroil
is terminated without Eastcomtrans being able to promptly
remarket the released railcars.

Principal Methodology

Eastcomtrans LLP'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 Eastcomtrans LLP's core
industry and believes Eastcomtrans LLP's ratings are comparable
to those of other issuers with similar credit risk.

Eastcomtrans is the largest private company specializing in
operating leasing of freight railcars in Kazakhstan. As of year-
end 2012, its fleet comprised 9,782 railcars, which represented
around 9% of the country's total. In 2012, the company derived
81% of its US$151 million of revenues from leasing out its
railcars under operating lease agreements, and 19% from providing
transportation and other related services. Eastcomtrans is wholly
controlled by Mr. Marat Sarsenov. In December 2012, Eastcomtrans
signed an agreement with IFC for the latter to acquire 6.67% of
Eastcomtrans's share capital. Currently, Eastcomtrans is
completing conditions precedent and expects the deal to be
finalized in March 2013.

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



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


INTELSAT SA: Unit Plans to Offer US$1.5 Billion Senior Notes
------------------------------------------------------------
Intelsat S.A. said that its subsidiary, Intelsat (Luxembourg)
S.A. intends to offer US$1,500,000,000 aggregate principal amount
of senior notes due 2021.

Intelsat Luxembourg's obligations under the notes will be
guaranteed by Intelsat S.A.  The net proceeds from the sale of
the notes are expected to be used by Intelsat Luxembourg to
redeem US$915,000,000 aggregate principal amount of its
outstanding 11 1/2 / 12 1/2% Senior PIK Election Notes due 2017
in its previously announced redemption on April 5, 2013, to
redeem an additional US$460,000,000 aggregate principal amount of
its outstanding 2017 PIK Notes, to pay related fees and expenses
and for general corporate purposes, which may include the
repayment, redemption, retirement or repurchase of additional
2017 PIK Notes or other outstanding indebtedness of Intelsat
Luxembourg and its subsidiaries.

No prospectus as required by the Directive 2003/71/EC (and the
implementing laws and regulations in the relevant member states)
has been filed with respect to the notes and therefore no offers
of notes may be made in any Member States of the European
Economic Area unless made pursuant to an exemption under the
Directive 2003/71/EC (and the implementing laws and regulations
in the relevant Member States).

                           About Intelsat

Luxembourg-based Intelsat is the leading provider of satellite
services worldwide.  For over 45 years, Intelsat has been
delivering information and entertainment for many of the world's
leading media and network companies, multinational corporations,
Internet Service Providers and governmental agencies.  Intelsat's
satellite, teleport and fiber infrastructure is unmatched in the
industry, setting the standard for transmissions of video, data
and voice services.  From the globalization of content and the
proliferation of HD, to the expansion of cellular networks and
broadband access, with Intelsat, advanced communications anywhere
in the world are closer, by far.

Intelsat S.A. incurred a net loss of US$145 million in 2012, a
net loss of US$433.99 million in 2011, and a net loss of
US$507.76 million in 2010.  The Company's balance sheet at
Dec. 31, 2012, showed US$17.30 billion in total assets, US$18.53
billion in total liabilities and a US$1.27 billion total Intelsat
S.A. stockholders' deficit and US$45.67 million in noncontrolling
interest.



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


SNS REAAL: Probe Into Nationalization Burden on Management
----------------------------------------------------------
Martijn van der Starre at Bloomberg News reports that Dutch
Finance Minister Jeroen Dijsselbloem said in a letter to
parliament Amsterdam court of appeal's enterprise chamber probe
would be a heavy burden on SNS Reaal management.

According to Bloomberg, Mr. Dijsselbloem is "convinced" reports
by evaluation committee, SNS supervisory board will provide full
picture of events that resulted in the company's nationalization.

SNS REAAL NV -- http://www.snsreaal.nl-- is a Netherlands-based
financial services provider engaged in banking and insurance.
The Company's activities are divided into five segments: SNS
Bank, providing banking services both for the retail and small
and medium enterprises, such as mortgages, asset growth and asset
protection, insurance, payments, savings and financing; Property
Finance; Zwitserleven, providing pension insurance services,
mortgages and investment products; REAAL providing life and non-
life insurances; and Group activities.  As of December 31, 2011,
the Company operated through 16 wholly owned subsidiaries, such
as SNS Bank NV, REAAL NV, SNS REAAL Invest NV and SNS Asset
Management NV, among others.

Dutch Finance Minister Jeroen Dijsselbloem took control of SNS
Reaal on Feb. 1 after real estate losses brought the bank to the
brink of collapse.  The nationalization included shares and
subordinated bonds in SNS Reaal NV and SNS Bank NV.



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


CENTRAL EUROPEAN: Affirms Support for Roust Trading Proposal
------------------------------------------------------------
The board of directors of Central European Distribution
Corporation has received a revised proposal from a third-party in
respect of a restructuring of CEDC's financial obligations.  The
Board of Directors, together with its advisors, has reviewed the
terms of this revised proposal and the Board of Directors does
not believe that this proposal is competitive with the terms of
the proposal made by Roust Trading Ltd. and reflected in
Supplement No. 1 to the Amended and Restated Offering Memorandum,
Consent Solicitation Statement and Disclosure Statement filed as
an Exhibit on Form 8-K on March 18, 2013, and affirms its support
for the transactions described in this supplement.

                             About CEDC

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

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

The Company's balance sheet at Sept. 30, 2012, showed
US$1.98 billion in total assets, US$1.73 billion in total
liabilities, US$29.44 million in temporary equity, and US$210.78
million in total stockholders' equity.

                             Liquidity

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

                            *     *     *

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

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

As reported by the TCR on Jan. 16, 2013, Moody's Investors
Service has downgraded the corporate family rating (CFR) and
probability of default rating (PDR) of Central European
Distribution Corporation (CEDC) to Caa3 from Caa2.

"The downgrade follows CEDC announcement on the 28 of December
that it had agreed with Russian Standard a revised transaction to
repay its US$310 million of convertible notes due March 2013
which, in Moody's view, has increased the risk of potential loss
for existing bondholders", says Paolo Leschiutta, a Moody's Vice
President - Senior Credit Officer and lead analyst for CEDC.


LOT POLISH: Government Seeks Compensation for 787 Grounding
-----------------------------------------------------------
Flightglobal reports that Poland's treasury ministry has insisted
that flag-carrier LOT must be compensated for the Boeing 787
grounding, during an extensive parliamentary session in which the
cost was estimated at US$50,000 daily.

According Flightglobal, Treasury minister Mikolaj Budzanowski,
while updating the Sejm on March 22, suggested the total cost
could reach PLN50 million "or more" -- around US$15 million --
and said this amount "must be returned to the company in the
future".

Jaroslaw Zaczek of the Solidarna Polska party, in a response, put
the cost of the 787 grounding at US$50,000 per day, Flightglobal
relates.

The grounding in mid-January came as LOT realized another heavy
full-year loss, and Mr. Budzanowski stated that, in December
2012, the government was considering whether to rescue LOT or
allow it to file for bankruptcy, Flightglobal notes.

Mr. Budzanowski acknowledged that the public had a "right to
know" about the airline's situation and the rescue effort, which
centres on a restructuring program and includes a PLN400 million
loan, Flightglobal discloses.  He explained that 131 measures
were being implemented, to save some PLN150 million, including an
initial shedding 385 staff, Flightglobal relates.

Flightglobal notes that while he said that certain aspects of
LOT's situation were "difficult to predict", he nevertheless
pointed out that the airline had been unable to "respond
adequately" to changing markets and lacked a sensible strategy.

The rising cost of fuel, as well as a weakening of the zloty, had
contributed to the crisis, while LOT's fleet -- particularly its
Embraer regional jets, with their limited capacity -- had
consequently become economically less efficient, Flightglobal
discloses.

Headquartered in Warsaw, Poland, Polskie Linie Lotnicze LOT, or
LOT Polish Airlines -- http://www.lot.com-- serves about a dozen
cities in Poland and about 120 destinations across Europe and
North America.  Subsidiaries include regional carrier EuroLOT and
charter operator Centralwings.  Overall, LOT and its affiliates
maintain a fleet of about 55 aircraft, consisting of Embraer
regional jets, Boeing 767s and 737s, and ATR turboprops.  The
airline is a member of the Star Alliance marketing group, and LOT
serves many of its North American destinations through code-
sharing with Star partners United Airlines and Air Canada.
(Code-sharing allows airlines to sell tickets on one another's
flights and thus extend their networks.) The Polish government
owns 68% of the company.



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


AK BARS: Moody's Cuts Standalone BFSR to 'E'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service downgraded the standalone bank
financial strength rating of AK BARS BANK (Russia) to E,
equivalent to a baseline credit assessment (BCA) of caa1, from E+
(formerly b3 BCA).

Concurrently, AK BARS BANK's deposit and senior unsecured debt
ratings were downgraded to B2 from B1, whilst the bank's Not
Prime short-term rating were affirmed. The outlook is stable.

Ratings Rationale:

The rating action on AK BARS BANK is driven by Moody's concerns
related to the bank's weak core capital adequacy level in light
of large investments in non-core assets, corporate equities, and
related-party loans.

High Risk Investments

According to Moody's scenario analysis, AK BARS BANK's core
capital adequacy level is weak to offset the credit and market
risks related to investments which Moody's views as high-risk.
Moody's estimates that investment property (mostly land plots)
accounted for around 80% of Tier 1 capital at year-end 2012,
investments into equities made up around one-third of Tier 1, and
related-party loans around 100% of Tier 1. The rating agency's
scenario analysis takes large haircuts on high-risk investments
(20% for investment property, and 50% for equities) based on
historic price volatility. If realized, these losses would
materially impair the bank's core capital adequacy level.

The exposures remain relatively flat (as a share of Tier 1) over
the last two years, signaling either the bank's ongoing high-risk
appetite or its inability to divest/discontinue these
investments.

The rating agency notes that AK BARS BANK's issuance of Tier 2
subordinated debt in July 2012 for $600 million (around RUB18.6
billion) had little positive effect on the bank's loss-absorption
capacity, because RUB9.67 billion of previously issued
subordinated debt was repaid in the same month.

Weak Core Earnings

AK BARS BANK's core profitability remains low due to a weak net
interest margin (NIM), which is below the system average. Despite
some improvements in NIM expected by the bank in the second half
of 2012 (against a 2.3% NIM in the first half of 2012), the
rating agency expects that any long-lasting NIM improvements will
only be possible if non-core assets and related-party loans are
considerably reduced.

Supported Ratings

Moody's continues to incorporate two notches of support in AK
BARS BANK's B2 debt and deposit ratings, based on a moderate
likelihood of support from the Republic of Tatarstan (Ba1
stable), the bank's 43% shareholder. Moody's notes that support,
as in the past, will likely be provided in case of need by
industrial/holding companies owned by the republic's government,
such as Svyazinvestneftekhim OAO (Ba1 stable).

What Could Change The Ratings Up/Down

A material decrease in high-risk investments would be credit-
positive for AK BARS BANK. At the same time, a material
deterioration in financial fundamentals of the bank could lead to
negative rating actions. Signs of weaker ties between AK BARS
BANK and the local government would also be negative for
supported ratings.

Principal Methodology

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

Domiciled in Kazan, Russia, AK BARS BANK reported total unaudited
consolidated IFRS assets of RUB300 billion at mid-2012, and
shareholders' equity of RUB27.3 billion. Net income amounted to
RUB922 million for the first six months of 2012.


METKOMBANK: Moody's Affirms 'B3' Deposit Ratings, 'E+' BFSR
-----------------------------------------------------------
Moody's Investors Service affirmed Metkombank's B3 long-term
local and foreign-currency deposit ratings, and its E+ standalone
bank financial strength rating (BFSR), which is equivalent to a
baseline credit assessment (BCA) of b3. The outlook on the bank's
BFSR and deposit ratings remains stable.

Ratings Rationale:

The rating action reflects Moody's assessment of the overall
stability in Metkombank's credit profile, which incorporates the
following aspects: (1) acceptable capital base and strong
liquidity profile, as its equity-to-assets ratio stood at 14.2%
and liquid assets (including securities) accounted for around 70%
of the bank's total assets at year-end 2012; (2) an
underdeveloped franchise, as most of the bank's business is with
related parties or generated from shareholder relationships; (3)
mediocre profitability, with a return on assets (RoA) of 0.74% at
year-end 2012, slightly up from 0.68% at year-end 2011; (4) high
market risk exposure as the bank's securities portfolio accounted
for 42% of its total assets at year-end 2012; and (5) high
borrower concentration, with the exposure to the 20 largest
borrowers accounting for about 200% of the bank's equity at year-
end 2012.

The B3 global deposit ratings do not incorporate any probability
of systemic support, given Metkombank's relatively small size and
limited importance to the Russian banking system. Consequently,
the deposit ratings are in line with the b3 BCA.

What Could Move The Ratings Up/Down

A material improvement of Metkombank's financial performance
through increased lending could have positive rating implications
in the medium-term, provided the bank maintains adequate asset
quality and capitalization.

Metkombank's ratings may come under negative pressure if its
capitalization weakens substantially. Downward rating pressure
could also result from a substantial deterioration in the bank's
liquidity profile.

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

Headquartered in Kamensk-Uralskiy, in the Urals region of Russia,
Metkombank reported total assets of US$1.62 billion, shareholder
equity of US$230 million and net income of US$12 million as of
year-end 2012, according to its unaudited regulatory reports.


TAGANROG AUTOMOBILE: Fiat May Use Russian Plant to Produce Jeeps
----------------------------------------------------------------
Lukas I. Alpert at Dow Jones Newswires reports that Russia's
largest bank, OAO Sberbank, said Monday its deal with Italy's
Fiat SpA to build a factory near St. Petersburg to produce Jeeps
was being reconsidered and may result in a contract manufacturing
agreement with Russia's ailing Taganrog Automobile Plant, or
TagAZ.

According to Dow Jones, the bank said that Fiat, which owns U.S.-
based Chrysler Group LLC, is now considering producing the sport-
utility vehicles at a factory in Rostov-on-Don near the Ukrainian
border run by TagAZ.

Sberbank said that TagAZ, which filed for bankruptcy last year,
is also considering other options for use of its plant as it
struggles to stay afloat, Dow Jones relates.

"Sberbank is interested in the preservation of production
activities at TagAZ and in the transitional period, the company
is considering an alternative of starting production of the
Chinese car Chery," Dow Jones quotes the bank as saying.

TagAZ assembles house-branded vehicles, as well as several models
licensed by South Korea's Hyundai and China's BYD Auto.



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


BANKINTER 10: Moody's Lowers Rating on Class E Notes to 'Ca'
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 10 junior and
two senior notes in three Spanish residential mortgage-backed
securities (RMBS) transactions: BANKINTER 10, FTA, BANKINTER 11,
FTH and BANKINTER 13, FTA. Insufficiency of credit enhancement to
address sovereign risk has prompted this action.

The rating action concludes the review of three notes placed on
review on July 2, 2012, following Moody's downgrade of Spanish
government bond ratings to Baa3 from A3 on June 13, 2012 . This
rating action also concludes the review of 7 notes placed on
review on November 23, 2012, following Moody's revision of key
collateral assumptions for the entire Spanish RMBS market and 1
note placed on review on October 7, 2011 following performance
concern.

Ratings Rationale:

The rating action primarily reflects the insufficiency of credit
enhancement to address sovereign risk.

The determination of the applicable credit enhancement driving
these rating actions reflects the introduction of additional
factors in Moody's analysis to better measure the impact of
sovereign risk on structured finance.

- Additional Factors Better Reflect Increased Sovereign Risk

Moody's has supplemented its analysis to determine the loss
distribution of securitized portfolios with two additional
factors, the maximum achievable rating in a given country (the
local currency country risk ceiling) and the applicable portfolio
credit enhancement for this rating. With the introduction of
these additional factors, Moody's intends to better reflect
increased sovereign risk in its quantitative analysis, in
particular for mezzanine and junior tranches.

The Spanish country ceiling, and therefore the maximum rating
that Moody's will assign to a domestic Spanish issuer including
structured finance transactions backed by Spanish receivables, is
A3. Moody's Individual Loan Analysis Credit Enhancement (MILAN
CE) represents the required credit enhancement under the senior
tranche for it to achieve the country ceiling. By lowering the
maximum achievable rating for a given MILAN, the revised
methodology alters the loss distribution curve and implies an
increased probability of high loss scenarios.

In all four affected transactions, Moody's maintained the current
expected loss and MILAN CE assumptions. Expected loss assumptions
remain at 0.60% for BANKINTER 10, FTA, 0.61% for BANKINTER 11,
FTH and 1.57% for BANKINTER 13, FTA. The MILAN CE assumptions
remain at 10.0% for BANKINTER 10, FTA, 10.0% for BANKINTER 11,
FTH and 10.0% BANKINTER 13, FTA.

- Other Developments May Negatively Affect the Notes

In consideration of Moody's new adjustments, any further
sovereign downgrade would negatively affect structured finance
ratings through the application of the country ceiling or maximum
achievable rating, as well as potentially increased portfolio
credit enhancement requirements for a given rating.

As the euro area crisis continues, the ratings of structured
finance notes remain exposed to the uncertainties of credit
conditions in the general economy. The deteriorating
creditworthiness of euro area sovereigns as well as the weakening
credit profile of the global banking sector could further
negatively affect the ratings of the notes.

Moody's describes additional factors that may affect the ratings
in "Approach to Assessing Linkage to Swap Counterparties in
Structured Finance Cashflow Transactions: Request for Comment".

Principal Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework", published in
March 2013.

Other factors used in these ratings are described in "The
Temporary Use of Cash in Structured Finance Transactions:
Eligible Investment and Bank Guidelines", published in March
2013.

In reviewing these transactions, Moody's used its cash flow
model, ABSROM, to determine the loss for each tranche. The cash
flow model evaluates all default scenarios that are then weighted
considering the probabilities of the lognormal distribution
assumed for the portfolio default rate. In each default scenario,
Moody's calculates the corresponding loss for each class of notes
given the incoming cash flows from the assets and the outgoing
payments to third parties and noteholders. Therefore, the
expected loss for each tranche is the sum product of (1) the
probability of occurrence of each default scenario and (2) 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 the context of the rating review, the transactions have been
remodeled and some inputs have been adjusted to reflect the new
approach. In addition, for BANKINTER 11, FTH, the input for the
definition of defaults to provision for non-performing loan and
the provisioning mechanism through the Principal Deficiency
Ledger has been corrected during the review.

List of Affected Ratings

Issuer: BANKINTER 10, Fondo De Titulizacion De Activos

EUR1575.4M A2 Notes, Downgraded to Baa1 (sf); previously on Jul
2, 2012 Downgraded to A3 (sf) and Remained On Review for Possible
Downgrade

EUR20.7M B Notes, Downgraded to Ba2 (sf); previously on Nov 23,
2012 Downgraded to Baa1 (sf) and Remained On Review for Possible
Downgrade

EUR22.4M C Notes, Downgraded to B1 (sf); previously on Jul 2,
2012 Baa1 (sf) Placed Under Review for Possible Downgrade

EUR19.1M D Notes, Downgraded to Caa1 (sf); previously on Jul 2,
2012 Ba3 (sf) Placed Under Review for Possible Downgrade

EUR22.4M E Notes, Downgraded to Ca (sf); previously on Jul 2,
2012 Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: BANKINTER 11 Fondo De Titulizacion Hipotecaria

EUR15.6M B Notes, Downgraded to Ba1 (sf); previously on Nov 23,
2012 Downgraded to Baa1 (sf) and Remained On Review for Possible
Downgrade

EUR15.3M C Notes, Downgraded to Ba2 (sf); previously on Jul 2,
2012 Baa1 (sf) Placed Under Review for Possible Downgrade

EUR9.8M D Notes, Downgraded to B3 (sf); previously on Jul 2, 2012
Ba3 (sf) Placed Under Review for Possible Downgrade

Issuer: BANKINTER 13 Fondo De Titulizacion De Activos

EUR1397.4M A2 Notes, Downgraded to Baa1 (sf); previously on Jul
2, 2012 Downgraded to A3 (sf) and Remained On Review for Possible
Downgrade

EUR22.4M B Notes, Downgraded to Ba2 (sf); previously on Nov 23,
2012 Downgraded to Baa1 (sf) and Remained On Review for Possible
Downgrade

EUR24.1M C Notes, Downgraded to B1 (sf); previously on Nov 23,
2012 Downgraded to Baa2 (sf) and Remained On Review for Possible
Downgrade

EUR20.5M D Notes, Downgraded to Caa1 (sf); previously on Oct 7,
2011 Ba1 (sf) Placed Under Review for Possible Downgrade



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


ASYA SUKUK: Moody's Rates FC Subordinated Certs. '(P)Ba3'
---------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)Ba3
rating to the foreign currency subordinated sukuk certificates of
Asya Sukuk Company Limited due 2023. The outlook on the rating is
stable. The debt instrument is expected to be eligible for Tier 2
capital treatment under Turkish law.

Ratings Rationale

The (P)Ba3 rating assigned to the foreign currency subordinated
sukuk certificates which will be issued in US dollars is
positioned one notch below Asya Katilim Bankasi A.S. (BankAsya)'s
adjusted standalone credit assessment. This is due to the fact
that ultimately all the payment obligations within the structure
remain with BankAsya (rated: Ba1/non-Prime, stable; BFSR: D,
mapping to ba2, stable). The subordinated sukuk certificates'
rating does not incorporate any rating uplift from systemic
(government) support.

A special-purpose entity -- Asya Sukuk Company Limited (the
issuer) -- incorporated in the Cayman Islands, will issue the
subordinated sukuk certificates to investors (the sukuk holders)
and use the proceeds to acquire an interest in a portfolio of
assets comprising Ijara (leasing) assets or sukuk certificates
and commodity murabaha rights from BankAsya (trust assets).
BankAsya, as managing agent, will collect all proceeds from trust
assets and will pay the issuer an amount sufficient to fund the
periodic distribution amounts to sukuk holders on each
distribution date.

BankAsya will provide a purchase undertaking in favour of the
issuer, wherein it undertakes to purchase the issuer's interest
in the trust assets at the exercise price either at maturity, or
before maturity if a dissolution event occurs. Furthermore, the
sukuk holders have no rights to cause any sale or disposal of the
trust assets, except as expressly provided under the purchase
undertaking deeds and sale undertaking deeds.

The presence of assets in the structure is for the purposes of
Shari'ah compliance only and has no bearing on the credit risk of
the certificates. Moody's ratings do not express any opinion on
the structure's compliance with Shari'ah principles.

Moody's notes that ultimately the sukuk holders only have
contractual rights against BankAsya, ranking pari passu with
other unsecured subordinated obligations, as provided in the
transaction documents. Through various structural features the
sukuk holders will (i) be effectively exposed to BankAsya's
subordinated unsecured credit risk in foreign currency; (ii) not
be exposed to the risk of the trust assets; and (iii) have no
preferential claim or recourse over the trust assets.



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


UKRLANDFARMING PLC: Fitch Assigns 'B' Rating to US$275MM Eurobond
-----------------------------------------------------------------
Fitch Ratings has assigned UkrLandFarming PLC's US$275 million
10.875% Eurobond issue due in 2018 a senior unsecured rating of
'B' with a Recovery Rating of 'RR4'. Fitch expects the bond issue
proceeds to help address the group's short-term debt maturities
and its 2013 capex program.

The rating action follows the review of the final terms of the
bond issue conforming to information already received by Fitch
apart from the lower than expected size of the bond placement.

ULF's Long-term foreign currency Issuer Default Rating (IDR) is
'B' with a Stable Outlook. This rating is capped by Ukraine's
Country Ceiling of 'B'. ULF's Long-term local currency IDR is
'B+' and its National Long-term rating 'AA+(ukr)'.

ULF's ratings reflect its leading market positions in
agribusiness despite high regulation risks and exposure to
volatile selling prices translating into high business risks.
However, the financial risk profile is more conservative, driven
by solid profitability and expectation of steady free cash flow
(FCF) generation despite relatively high capex planned for 2013.

The ratings capture the group's moderate leverage with funds from
operations (FFO)-adjusted net leverage at 1.8x (2012) or 2.1x
excluding US$176 million of cash and deposits placed in related-
party banks as of December 31, 2012. We also recognize the
group's historical reliance on short-term debt financing (largely
addressing seasonal working capital needs) and certain corporate
governance concerns relative to other rated Ukrainian
agribusiness entities.

KEY RATING DRIVERS

Consolidated Group Profile
The ratings factor in ULF group's consolidated profile,
reflecting the evidence of strengthening legal ties as the key
group subsidiaries, including the largest operating entities of
Avangardco, will guarantee ULF's Eurobond. This feature adds to
the cross-default provisions between Avangardco and ULF in some
of ULF's key loan agreements. We also note that ULF controls
Avangardco's profits, albeit with the limitations of this
subsidiary to upstreaming cash set by a debt incurrence leverage
test of 3.0x. As of FY12, Avangardco's EBITDA of USD250m -based
on Fitch's computation- represented 24% of ULF's consolidated
profits. Although Fitch does not factor in any dividend payments
received by ULF from Avangardco to service its debt, we recognize
that Avangardco may start a dividend policy once its completes
its expansion program.

Manageable Liquidity
Although the bond proceeds were lower than anticipated, Fitch
does not have any major concerns regarding ULF's liquidity
profile above what is factored into the current rating. We expect
up to US$175 million of bond proceeds to be used for capex and
US$100 million for repayment of short-term debt, primarily in
relation to the Deutsche Bank/Sberbank loan. Relatively high
spending on capex shows some confidence on the part of management
that other near-term debt maturities can be met from internally-
generated cash flow or rollover.

Adequate Recovery Prospects
The bond issue will rank as a senior unsecured obligation of ULF,
and benefit from upstream guarantees (which are suretyships under
Ukrainian law) from several operating subsidiaries, including
Avangardco's main subsidiaries. Fitch understands that these
guarantors accounted for approximately 84% of net assets and 85%
of consolidated EBITDA for 2012. In a distressed scenario, Fitch
considers the Eurobond to rank below senior secured debt and
other subsidiary debt (including Avangardco's Eurobond)
representing a moderate 1.0x of priority debt/2013 forecast
EBITDA. This leaves adequate recoveries for ULF's Eurobond and
other unsecured creditors. However, Fitch applies a soft cap of
'RR4' for issuers whose activities are based in Ukraine.

RATINGS SENSITIVITIES

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

- A positive rating action on the local currency IDR would
  require ULF to improve its corporate governance practices,
  particularly in the area of transactions with related-party
  banks.

- In terms of financial guidelines, a higher IDR depends on ULF
  maintaining its FFO margin above 30%, a positive FCF and the
  funding of its expansion plan mainly through internal cash
  flows, thus allowing FFO adjusted leverage (gross) below 1.5x
  on a continuing basis.

An upgrade of the foreign currency IDR would be possible only if
the Country Ceiling for Ukraine was upgraded (currently 'B').

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

- A contraction of FFO below US$300 million.

- An increase in FFO adjusted leverage (gross) to 3.0x on a
  continuing basis.
- FFO fixed charge cover weakening below 4x.

- Weakening liquidity measured as FCF for 2014 plus unrestricted
  cash and available undrawn bank lines at the beginning of the
  year divided by short-term debt maturities, below 0.8x on a
  continuing basis. This calculation excludes grain inventory in
  silos which Fitch understands is unhedged for price risk.



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


DUNFERMLINE: Applying to go Into Voluntary Administration
---------------------------------------------------------
independent.ie reports that director of football Jim Leishman
revealed some fans had put up money to appoint an administrator
in a bid to avoid liquidation.

The Irn-Bru First Division club had been presented with a
winding-up order over a GBP134,000 tax bill, which was due to be
paid, according to independent.ie.

The report notes that Mr. Leishman said: "There is a group of
Dunfermline Athletic supporters who have underwritten the
administrator's fees, which is great. . . . So we are back in the
game. . . . It was either liquidation where you are done and
dusted, and you have nothing. But we are giving it a chance. . .
. We will be speaking to the administrator, if that gets the go
ahead we will be speaking to him."

Dunfermline have approached Bryan Jackson of PKF to conduct the
administration process, but the appointment will need to be
approved at the Court of Session in conjunction with Her
Majesty's Revenue and Customs, the report says.

The report relays that PFA Scotland Chief Executive Fraser
Wishart welcomed the move as it averted the "calamitous" prospect
of liquidation, for the time being at least.

Dunfermline Manager Jim Jefferies, whose side are due to host
Falkirk in a derby match tomorrow night, could face losing
players but compulsory redundancies were avoided after Rangers
went into administration last year as players agreed a wage-cut
deal, the report discloses.


COOPER GAY: Moody's Assigns 'B2' CFR; Outlook Stable
----------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and B2-PD probability of default rating to Cooper Gay Swett &
Crawford Ltd. The rating agency has also rated CGSC's proposed
new credit facilities. This financing follows an equity infusion
completed in January 2013 whereby Lightyear Capital LLC and co-
investors acquired a controlling interest in CGSC. The new credit
facilities are expected to close in April 2013. The rating
outlook for CGSC is stable.

Ratings Rationale:

CGSC's ratings reflect its good market presence as a global
wholesale and reinsurance broker, its diversification across
geographic regions and business lines, and its healthy cash
position. These strengths are tempered by the group's significant
financial leverage under the proposed credit facilities and by
the execution risk associated with cross-border mergers and
acquisitions. CGSC also faces potential liabilities from errors
and omissions, a risk inherent in professional services.

Based on Moody's estimates, CGSC's adjusted debt-to-EBITDA ratio
will be in the range of 6x-7x following the proposed financing.
Such leverage is high for the rating category, but it is partly
mitigated by CGSC's large balance of cash and equivalents
following the equity investment by Lightyear.

"CGSC's ratings incorporate our assumption that the company will
use most of its existing cash to improve its credit metrics,
whether through EBITDA-enhancing acquisitions or through debt
reduction," said Bruce Ballentine, Moody's lead analyst for CGSC.

CGSC was formed in 2010 through a business combination of Cooper
Gay (Holdings) Limited (CGH) with US wholesaler HMSC Holdings
Corporation, parent of The Swett & Crawford Group, Inc. CGSC's
ownership is divided among Lightyear and its co-investors, CGSC
management and employees, and MDS, SGPS, SA, a Portuguese-based
insurance brokerage group.

CGSC's proposed financing includes a $75 million first-lien
revolving credit facility (rated Ba3, expected to be undrawn at
closing), a $280 million first-lien term loan (rated Ba3) and a
$145 million second-lien term loan (rated Caa1). Proceeds will be
used to repay existing credit facilities of HMSC (corporate
family rating B3) and of CGH (unrated), and to pay related fees
and expenses. Upon closing of the new financing and repayment of
the existing facilities, Moody's will withdraw HMSC's existing
ratings, including its B2 first-lien and Caa2 second-lien
facility ratings.

The new revolving credit facility will be available to CGSC and
certain designated subsidiaries, including CGSC of Delaware
Holdings Corporation (CGSC DE) (formerly HMSC), and the new term
loans will be issued by CGSC DE. The facilities will be
guaranteed by all direct and indirect material subsidiaries of
CGSC, and facility borrowings by CGSC DE and other designated
subsidiaries will also be guaranteed by CGSC. In addition, the
facilities will be secured by substantially all assets of CGSC,
CGSC DE and US guarantors, including the capital stock of
material subsidiaries.

Factors that could lead to an upgrade of CGSC's ratings include:
(i) adjusted (EBITDA - capex) coverage of interest exceeding
2.5x, (ii) adjusted free-cash-flow-to-debt ratio exceeding 6%,
and (iii) adjusted debt-to-EBITDA ratio below 4.5x.

Factors that could lead to a rating downgrade include: (i)
adjusted (EBITDA - capex) coverage of interest below 1.5x, (ii)
adjusted free-cash-flow-to-debt ratio below 3%, or (iii) adjusted
debt-to-EBITDA ratio remaining above 6.5x.

Moody's has assigned the following ratings (and loss given
default (LGD) assessments):

CGSC corporate family rating B2;

CGSC probability of default rating B2-PD;

CGSC US$75 million 5-year revolving credit facility Ba3 (LGD3,
32%);

CGSC DE US$280 million 7-year first-lien term loan Ba3 (LGD3,
32%);

CGSC DE US$145 million 7.5-year second-lien term loan Caa1 (LGD5,
84%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers and Service Companies
published in February 2012. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in
the U.S., Canada and EMEA published in June 2009.

Based in London, England, CGSC is a leading independent
wholesale, reinsurance and specialty insurance broker, placing
more than US$4.3 billion of premiums annually. The company
generated revenue of US$348 million in 2012.


LADBROKES PLC: Fitch Affirms 'BB+' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed Ladbrokes plc's Issuer Default Rating
(IDR) and senior unsecured rating at 'BB+' and Short-term rating
at 'B'. The Outlook is Stable.

The affirmation reflects the demonstrated resilience of
Ladbrokes' core UK retail gaming business amidst constrained
consumer spending and Fitch's confidence that the company will
defend its profits in 2013 despite further challenges including a
modification to the tax structure applicable to gaming machines
and higher operating costs at its UK retail division. In 2013 and
2014 the online division faces challenges from continuing
competition pressure and completion of its relaunch. The
affirmation also reflects continuing progress in strengthening
Ladbrokes' online business, limited M&A credit risks and a steady
de-leveraging.

KEY RATING DRIVERS

Resilient UK Retail Revenue
Despite the economic backdrop and excluding the impact of the
Euro 2012 Football Championship, Ladbrokes reported over-the-
counter (OTC) net revenue growth of 2.3% yoy for 2012, with an
average stake per slip of GBP8.30, down marginally by 0.4%.
Machines performed strongly with average gross win per machine
per week reaching GBP946 in 2012 -- an increase of GBP86 on 2011.
Fitch expects machines to remain the main driver of like-for-like
retail revenue growth, albeit at a slower pace, complemented by
increasing effectiveness in liability management for OTC betting.

Static UK Retail Profits
2012 UK retail EBIT was GBP180.7 million (up 18.6%) thanks to the
strong performance of machines and good cost control despite the
larger estate. Annualized EBIT per shop in FY12 reached GBP82,000
(up 15.7%). However, the implementation of the new machine games
duty in February 2013 and an increase in content costs is likely
to weigh on divisional profits. Fitch thus expects slightly lower
retail profits for 2013, with moderate growth thereafter,
achieved primarily from more shop openings.

Digital Profit Margin Compression
Ladbrokes is demonstrating improving performance in terms of
product functionality and customer acceptance of its offer
following its efforts to turn around this unit. However, a few
execution risks remain and 2012 divisional profits dropped mostly
due to higher marketing costs. The EBIT margin almost halved to
18%, despite Ladbrokes spending less on marketing in absolute
terms than the UK online leader William Hill. Given the
continuing requirement to invest in marketing, margin is unlikely
to improve materially.

Continued Deleveraging
Despite sustained investments in capex over 2011-2012, Ladbrokes
confirmed its good ability to generate cash flow. In 2012, lower
cash taxes and a GBP30 million contribution from its High Rollers
business on top of recurring free cash flow of GBP30 million
supported further progress in de-leveraging, with net FFO-based
lease-adjusted leverage improving to 2.9x (FY11: 3.4x), a level
appropriate for the current 'BB+' rating. Given its payment
structure, the M&A transaction announced with Playtech in March
2013 should not compromise this process.

M&A Remains in Background
The strong opportunities from a de-regulating European gaming
industry and the continuing scope for growth in online gaming
maintain a degree of likelihood of M&A. Mitigating M&A credit
risk are, in Fitch's view, Ladbrokes' previous hesitance towards
M&A opportunities involving legal risks, the preference in online
gaming M&A for equity funding and the further strengthening of
the business that the transaction announced with Playtech in
March 2013 will bring.

RATINGS SENSITIVITIES

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

- Further strengthening of operations with the achievement of an
  established competitive profile in online gaming, a fully
  stabilised UK retail business and lower reliance on the UK
  market .

- FFO adjusted net leverage reducing close to 2x.

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

- FCF moving into negative territory.

- FFO Adjusted net leverage higher than 3.2x due to poor trading
  at any given time or for over 12-18 months due to M&A.

- A deterioration of EBITDA by more than 20% to 25% over a 12
  month period due to difficulties of core UK retail or digital
  businesses caused by soft consumer spending or loss of
  competitive strength.


* UK: Banks Need to Raise GBP25 Billion in Additional Capital
-------------------------------------------------------------
Ben Moshinsky and Jennifer Ryan at Bloomberg News report that
U.K. lenders were told by the Bank of England to raise GBP25
billion (US$38 billion) of additional capital, less than analyst
estimates.

According to Bloomberg, the Bank of England said that banks need
to set aside more money to cover bigger potential losses on
commercial real estate and from the euro area, possible fines for
mis-selling and stricter risk models.

The BOE didn't identify or quantify the number of lenders that
need to bolster capital and it said plans already announced by
banks should cover about half the shortage, Bloomberg notes.

The BOE is pushing banks to increase resilience so they can boost
lending and fund an economic recovery, Bloomberg says.

The BOE said that expected loan losses could exceed provisions by
GBP30 billion, while future fines and conduct-related penalties
could be GBP10 billion more than banks expect, Bloomberg relates.
It said lenders underestimated assets weighted for risk by GBP170
billion, leading to a GBP12 billion capital shortfall in that
category, Bloomberg notes.

The full impact of the three areas could deplete lenders' capital
by GBP52 billion, less than the GBP60 billion estimate that
emerged from the BOE's November Financial Stability Report,
Bloomberg states.  The BOE said yesterday that some banks already
have enough resources to cover them, paring the shortfall to
GBP25 billion, Bloomberg relates.

"The actions that banks need to take depend on whether, and if so
how far, their adjusted capital falls short of the level the FPC
judges banks need to ensure sufficient capacity to absorb losses
and sustain lending in the current juncture," Bloomberg quotes
the BOE as saying in the statement.

According to Bloomberg, BOE Governor Mervyn King said the
shortfall "is not an immediate threat to the banking system and
the problem is perfectly manageable."  He also said the
recommendations won't require additional government investment in
banks, Bloomberg notes.

Lenders will have to reach a common equity tier 1 capital ratio
of 7% of risk-weighted assets by the end of 2013, Bloomberg
discloses.

The BOE, as cited by Bloomberg, said that while some banks
already exceed this level, those that don't will have to boost
capital or restructure their balance sheets without hindering
lending to the economy.

The Prudential Regulation Authority, which will take over from
the FSA next month, will assess banks' capital adequacy,
Bloomberg says.  It may impose higher requirements on lenders
with "concentrated exposures to vulnerable assets, where there
are uncertainties about assets not covered in the FSA's
assessment of future expected losses or risk weights analysis or
where banks are highly leveraged relating to trading activities,"
the BOE, as cited by Bloomberg, said.

The BOE also said the PRA should ensure banks have "credible"
plans to reach the Basel III targets in 2019, Bloomberg relates.
It also called on the authority to develop a plan for stress-
testing U.K. banks, Bloomberg states.



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


* EUROPE: Fitch Says Utilities Face Downward Rating Pressure
------------------------------------------------------------
Many European utilities face downward rating pressure or at best
have limited financial headroom at their current rating level.
This reflects the sector's increased business risk and high
financial leverage. The five largest European utilities rated by
Fitch Ratings (ranked by funds from operations), EDF, Enel, E.ON,
Iberdrola and RWE, have limited rating headroom and two of them,
Enel and Iberdrola, have a Negative Outlook. Net debt of the five
largest utilities is stubbornly high, at EUR166 billion at end-
2012, 2% up from EUR163 billion at end-2011.

The mid-term guidance published recently by large European
utilities, together with their 2012 results, confirms Fitch's
view that utilities' operating cash flows will be under pressure
in 2013 and 2014. This is due to the prolonged economic
contraction in much of Europe (we expect the eurozone's GDP to
decline by 0.5% in 2013 after a 0.5% drop in 2012) leading to
weakening demand and wholesale power prices, regulatory pressures
and additional taxes for utilities in many European countries.

An additional structural challenge for many utilities is lower
cash flows from conventional power plants, mainly because of the
rising share of subsidized renewable generation.

Management reaction to sector and macroeconomic challenges has
been prudent, ranging from capex cuts (although most companies
have still large capex plans), to asset disposals, cost cutting
and efficiency improvements. Most large companies aim to reduce
their debt and improve credit metrics in 2013-2014. Dividend
policies of the five largest utilities remain linked to payout
ratios of between 50% and 60% of recurring income in most cases.

Two companies, EDF and Iberdrola, have recently issued hybrid
bonds (EUR6.2 billion and EUR0.5 billion, respectively), RWE
issued hybrid bonds of EUR1.8 billion in 2012, while Enel plans
EUR5 billion of hybrid bond issues in 2013-2015. Hybrid issuance
is aimed at strengthening balance sheets. We believe that the
solid liquidity and good access to debt markets that all these
five companies have demonstrated are factors that mitigate some
sector and macroeconomic challenges.


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

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

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:   1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:   1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:   1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:   1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:   1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:   1-703-739-0800; http://www.abiworld.org/

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

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:   1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:   240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:   1-703-739-0800; http://www.abiworld.org/


                            *********

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

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

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

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


                            *********


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

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

Copyright 2013.  All rights reserved.  ISSN 1529-2754.

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

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

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000 or Nina Novak at
202-241-8200.


                 * * * End of Transmission * * *