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Rating Action:

Moody's assigns provisional rating to repack notes to be issued by Willow No. 2 to fund the sub participation in a loan granted to Yasar Holding

Global Credit Research - 23 Sep 2010

Approximately USD $[150] to [300] million of debt securities affected

London, 23 September 2010 -- Moody's Investors Service has assigned the following provisional ratings to notes to be issued by Willow No. 2 (Ireland) PLC (the "Issuer"):

USD Loan Participation Notes due [2017], Assigned (P)B2

The (P) B2 rating addresses the expected loss posed to investors by the legal final maturity of the transaction.

RATINGS RATIONALE

The provisional B2 rating of the Notes is based primarily on:

- The ability of the Borrower, currently rated B2, the ultimate obligor in respect of payments under the Notes, to make timely payments of interest and principal on the loan.

- The sub-participation of rights and interests by the Lender to the Issuer for the benefit of Noteholders under English law.

- The charge and assignment of rights and interests by the Issuer to the Trustee for the benefit of Noteholders under English law.

- The rating of the Lender.

The issue proceeds from the Notes will be used to fund a loan extended to Yasar Holdings A.S. (the "Borrower"), currently rated B2 CFR. Interest and principal repayment of the loan will be used to make interest and principal payments on the Notes (perfect match).

Unlike issuances of loan repackage securities ("repacks") based on outright assignment of Lender's rights to the Issuer, in this transaction Barclays Bank PLC ("the Lender") will agree to grant only a participating interest in the underlying loan to the Issuer. Although such sub-participation mechanism cannot be characterised as a true sale transfer, under the deed of sub-participation the Lender will assign by way of security (not absolute assignment) all its rights, interest and title in amounts deposited in the collection account and payable under the loan.

Holding loan interests through a participation exposes the Issuer to additional risks. Among such risks is a potential failure of the Lender to pass through the payments on the underlying loan to the Issuer for reasons that may include the potential bankruptcy or insolvency of the Lender. Notwithstanding such exposure, an additional default probability of 0,14% contributed by the exposure to Aa3 rated Barclays Bank PLC is negligible in relation to 21.7% default probability associated with B2 rating of the Borrower. Although in Moody's view the security arrangements in this transaction do not in and of themselves sufficiently mitigate the exposure to the Lender's insolvency, the exposure to Barclays via the sub-participation mechanism is unlikely to materially affect the provisional B2 rating of the Notes while the Lender is sufficiently highly rated. The rating of the Notes however remains linked to the rating of Barclays.

During the life of the deal the Borrower will pass interest and the repayment of principal on the loan to the account in the name of Barclays held with Citibank N.A London Branch. Then such amounts will be transferred to the Principal Paying Agent account (Citibank N.A London Branch) in the name of Issuer and the Issuer will pay the amounts due on the Notes. The Lender will only account to the Issuer for amounts equivalent to principal and interest actually received from the Borrower under the loan agreement.

The notes will be issued on a limited recourse basis by the Issuer, who will charged and assign its rights and interests over the loan agreement and transaction account (the "Collateral") to the Trustee for the benefit of Noteholders. This property charged to the Trustee is however reflective of the limitations applicable to the security arrangements between the Lender and the Issuer.

Upon a Borrower event of default all amounts payable under the loan agreement by the Borrower will be due and payable. In the event of a Lender default, the Trustee may enforce the security and the Borrower will no longer pay into the transaction account in the name of Barclays but instead will be instructed by the Trustee to direct the payments to the Issuer. Once the security over the Collateral is realized, Noteholders will only have recourse to proceeds from the Collateral and will bear any shortfall. They will not be able to take further steps against the Issuer to recover any shortfall and the right to receive such sums will be extinguished.

The principal methodology used in rating the notes of Willow No. 2 (Ireland) PLC was the "Moody's Approach to Rating Repackaged Securities (April 2010)". Other methodologies and factors that may have been considered in the process of rating this issuer can also be found on Moody's website.

Moody's issues provisional ratings in advance of the final sale of the securities. The ratings, however, only represent Moody's preliminary credit opinion. Upon conclusive review of all transaction and associated documents, Moody's will endeavour to assign definitive ratings to the notes. A definitive rating may differ from a provisional rating.

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London
Igor Zelezetskii
Asst Vice President - Analyst
Structured Finance Group
Moody's Investors Service Ltd.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Paris
Lisa Goldbaum
Senior Vice President
Structured Finance Group
Moody's France SAS
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Moody's Investors Service Ltd.
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United Kingdom

Moody's assigns provisional rating to repack notes to be issued by Willow No. 2 to fund the sub participation in a loan granted to Yasar Holding
No Related Data.
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