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TEXT-S&P rates 2 Barton Capital short-term liabilities 'A-1 (sf)'
November 30, 2012 / 9:51 PM / in 5 years

TEXT-S&P rates 2 Barton Capital short-term liabilities 'A-1 (sf)'

OVERVIEW
     -- We assigned our short-term 'A-1 (sf)' ratings to the U.S. puttable and 
U.S. callable/puttable ABCP notes issued by Barton Capital LLC. 
     -- Each of these notes will be offered on a continuous basis.
     -- The ratings reflect amendments to Barton's program documents to permit 
the issuance of these additional types of short-term liabilities.
    
     Nov 30 - Standard & Poor's Ratings Services today assigned its short-term
'A-1 (sf)' ratings to two new short-term U.S. dollar-denominated liabilities
issued by Barton Capital LLC (Barton) (see list). The new short-term liabilities
are puttable asset-backed commercial paper (ABCP) notes and puttable/callable
ABCP notes.

Barton is an ABCP conduit administered and managed by Societe Generale (Soc 
Gen). Soc Gen, in its capacity as the program administrator, amended Barton's 
program documents to permit the issuance of these types of short-term 
liabilities in addition to the conduit's currently outstanding standard ABCP 
notes and callable ABCP notes. The amendments will, among other things, permit 
Barton to issue floating-rate interest-bearing notes for four of the ABCP 
liability types (including the existing U.S. standard ABCP and callable ABCP).

PUTTABLE NOTES

The puttable ABCP notes will give the noteholder the right to be repaid on its 
put date (a specified date before the scheduled maturity date). The put 
provisions for each puttable ABCP note, including put dates and put notice 
requirements, will be set forth in a pricing supplement document that the 
issuer or placement agent will deliver when the related note is issued.

The terms of the transaction confirmation require that, upon the noteholder's 
election to put a note and its delivery of notice pursuant to the put notice 
provisions, the issuer is obligated to pay principal and interest or discount, 
as applicable, accrued up to the put date only, regardless of when the note is 
presented for payment.

The noteholder must deliver the put notice at least 35 days before the put 
date.

Upon the noteholder's election to exercise its put option on the put date and 
its delivery of notice pursuant to the put notice provisions, the terms of the 
pricing supplement, together with the private placement memorandum, require 
the noteholder to present, or cause its recordholder to present, its related 
notes to the issuing and paying agent through the Depository Trust & Clearing 
Corp. (DTCC) in order to receive payment on the note on such put date.

If the noteholder does not elect to exercise its put option, the note is 
required to be repaid on its scheduled maturity date in an amount equal to 
principal and interest or discount, as applicable, accrued up to the scheduled 
maturity date.

The 'A-1 (sf)' rating on the puttable ABCP notes reflect our view of Barton's 
structure and the underlying asset quality, as well as our ratings on the 
counterparties that provide financial support to the notes. The rating 
addresses our view of the likelihood that principal and accrued interest or 
discount, as applicable, accrued up to the put date will be repaid if the 
noteholder exercises its put option. The rating also addresses our view of the 
likelihood that principal and accrued interest or discount, as applicable, 
accrued up to the scheduled maturity date will be repaid if the noteholder 
does not exercise its put option.

PUTTABLE/CALLABLE NOTES

The puttable/callable ABCP notes will give the issuer and the noteholder the 
same rights as described above for the puttable ABCP and the same provisions 
as the callable ABCP notes that we rated last year. If a issuer exercises a 
call option after the noteholders exercised the put option, the put option 
will be disregarded and the notes will be redeemed on the call date in 
accordance with the terms of the call option.

The 'A-1 (sf)' rating on the puttable/callable ABCP notes reflects our view of 
the Barton's structure and the underlying asset quality, as well as our 
ratings on the counterparties that provide financial support to the notes. The 
rating addresses our view of the likelihood that principal and accrued 
interest or discount, as applicable, accrued up to the call or put date, will 
be repaid if the issuer exercises its call option or if the noteholder 
exercises its put option, respectively. The rating also addresses our view of 
the likelihood that principal and accrued interest or discount, as applicable, 
accrued up to the scheduled maturity date, will be repaid if neither the 
issuer nor the noteholder exercises their call or put options, respectively.

INTEREST-BEARING NOTES

Prior to the current amendments to the program documents, Barton was limited 
to issuing discount and interest bearing ABCP notes on a fixed-rate basis. The 
amended program documents permit Barton to issue interest-bearing ABCP 
(standard, callable, puttable, and puttable/callable notes) at either fixed or 
floating interest rates. Barton will issue all floating-rate interest-bearing 
notes on the LIBOR index--with daily, weekly, monthly, or quarterly 
resets--and spread amounts determined when each note is issued, as specified 
in the pricing supplement documents.

The amended program documents require, prior to the issuance of any new 
short-term notes (including standard ,callable, puttable, and 
puttable/callable ABCP notes), that the aggregate principal and interest or 
discount, as applicable, due on all outstanding short-term notes for each 
issuer be less than or equal to the amount of aggregate liquidity commitments 
available. The interest rate risk present for floating-rate ABCP notes (that 
is, the risk that LIBOR rates may increase during the tenor of any 
floating-rate notes such that the aggregate principal and interest amounts due 
on the outstanding ABCP could exceed the amounts available under the liquidity 
facilities) is mitigated by an indemnity from Soc Gen to Barton. One of Soc 
Gen's duties as Servicing Agent is to determine the amount of all interest 
accrued and expected to accrued thereon prior to the maturity of commercial 
paper note. In the case there is a potential shortfall to pay accrued interest 
when due, Soc Gen would indemnify Barton of the shortfall.

RELATED CRITERIA AND RESEARCH

     -- Global Asset-Backed Commercial Paper Criteria, Sept. 29, 2005
     -- Legal Criteria for U.S. Structured Finance Transactions: Overview of 
Legal Criteria for U.S. Structured Finance Transactions, Oct. 1, 2006, 
specifically, but not limited to, Chapter Seven: Criteria Related to 
Commercial Paper Conduits.
     -- Methodology: Credit Stability Criteria, May 3, 2010
     -- Principles Of Credit Ratings, Feb. 16, 2011
     -- Counterparty Risk Framework Methodology and Assumptions, May 31, 2012
     -- General Criteria: Global Investment Criteria For Temporary Investments 
In Transaction Accounts, May 31, 2012
     -- Standard & Poor's Analysis of ABCP Ratings Following Changes to 
Ratings on Support Providers, Dec. 18, 2008
     -- Asset-Backed Commercial Paper Issued By Multiseller Conduits: 
Classification and Timing of Reviews for New-Seller Transactions, April 18, 
2011
     -- Global Structured Finance Scenario and Sensitivity Analysis: The 
Effects of the Top Five Macroeconomic Factors, Nov. 4, 2011
     -- Banks: Rating Methodology and Assumptions, Nov. 9, 2011
     -- Assessing Credit Quality By The Weakest Link, Feb. 13, 2012
     -- Standard & Poor's Clarifies Its Approach to Requests for Rating Agency 
Confirmations on Global Structured Finance Transactions, May 18, 2012
 
RATINGS ASSIGNED

Barton Capital LLC 

Issue                                   Rating
U.S. puttable ABCP notes                A-1 (sf)
U.S. puttable/callable ABCP notes       A-1 (sf)

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