TCREUR_Public/070511.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

              Friday, May 11, 2007, Vol. 8, No. 93

                            Headlines


A U S T R I A

ADAS SCHLOSSEREI: Claims Registration Period Ends June 14
BILIR KEG: Claims Registration Period Ends June 7
PTI-POWER TECHN: Claims Registration Period Ends June 13
RS-FINANZMANAGEMENT: Claims Registration Period Ends June 12
U.H. UNTERHUBER: Claims Registration Period Ends June 8


B E L G I U M

GATEWAY TELECOMMUNICATIONS: S&P Rates US$32.5 Million Notes at B
GOODYEAR TIRE: Plans 22.5 Million Common Stock Offering
MEGA BRANDS: Earns US$25.3 Million in Full Year Ended Dec. 31
TENNECO INC: Shareholders Re-Elect 8 Directors in Annual Meeting


F I N L A N D

GRAHAM PACKAGING: Dec. 31 Equity Deficit Tops US$597 Million


F R A N C E

LAZARD LTD: March 31 Balance Sheet Upside-Down by US$206.8 Mln
POLYPORE INT'L: Moody's Puts Ba3 Rating to Sr. Sec. Facilities


G E R M A N Y

BENQ CORP: Chairman Won't Resign Despite Insider Trading Charges
COMTRADE AG: Files for Insolvency at Hamburg District Court
DAIMLERCHRYSLER AG: Ohio Workers Hire Morpheus to Advise on Bid
DAIMLERCHRYSLER AG: Constructing Mercedes-Benz Plant in India
FLIESEN MUELLER: Claims Registration Period Ends July 2

HAYES LEMMERZ: Stockholders Approve US$180 Mln Rights Offering
HAYES LEMMERZ: Fitch Assigns B Issuer Default Rating
HOLZ- UND BAUSTOFF: Claims Registration Period Ends June 22
INNOMASCH HERZOG: Claims Registration Period Ends June 29
JOKISCH & KUENNEMANN: Claims Registration Period Ends June 18

JOSEF WILHELM: Claims Registration Period Ends June 22
KABEL- UND TIEFBAU: Creditors' Meeting Slated for June 4
LOGISTIK & TRANSPORT: Claims Registration Period Ends June 15
MIKINA KUREINRICHTUNGEN: Claims Registration Period Ends June 26
MAX RITTER: Claims Registration Ends June 29

METZGEREI MAYER: Claims Registration Ends May 24
MOBITELL GMBH: Claims Registration Ends May 21
MYPHOTOPRESENT PRODUKTIONS: Claims Registration Ends June 5
PROSIEBENSAT.1 AG: Earns EUR40.6 Million in First Quarter 2007
PS SCHREINER: Claims Registration Ends June 5

SCHNEIDER GMBH: Claims Registration Ends June 18
SEEBAUER ROHRBIEGETECHNIK: Claims Registration Ends June 5
SEMPER MANAGEMENT: Claims Registration Ends June 11
SGL CARBON: Moody's Rates Proposed EUR175 Mln Notes at (P)Ba1
TRW AUTOMOTIVE: Fitch Rates New Sr. Sec. Credit Facility at BB+

WILHELM SYRING: Creditors' Meeting Slated for July 3
WOLFENBUETTELER BACKHAUS: Claims Registration Ends June 22
WOLFRAM BUEREN: Claims Registration Period Ends May 29


H U N G A R Y

WARNER MUSIC: Incurs US$27 Million Net Loss in Second Quarter


I R E L A N D

DALI CAPITAL: Moody's Lifts Rating on Series 23 Notes to Ba2
ISOFT GROUP: Steps Down as Director of Irish Subsidiary
SCOTTISH RE: Fitch Revises Low-B Ratings Watch to Positive


I T A L Y

FIAT SPA: Buys Back 2.9 Million Ordinary Shares


K A Z A K H S T A N

ARMASH LLP: Creditors Must File Claims by June 6
JAN LLP: Creditors' Claims Due June 6
KULSARY-SU LLP: Proof of Claim Deadline Slated for June 6
ODA-STORY LLP: Claims Registration Ends June 8
RICKS LLP: Claims Filing Period Ends June 6

SERVICE-JOLSHY LLP: Creditors Must File Claims by June 6
V&I PARITY: Creditors' Claims Due June 6
VICTORIA COMPANY: Proof of Claim Deadline Slated for June 8


K Y R G Y Z S T A N

ASIAPLAST LLC: Claims Filing Period Ends June 22
IMPEX ALKO: Creditors Must File Claims by June 8


L U X E M B O U R G

EVRAZ GROUP: Buys 29.2% Stake in Highveld Steel for US$238 Mil.


N E T H E R L A N D S

HARBOURMASTER CLO 9: Fitch Rates EUR19 Mln Class D Notes at BB
JUBILEE CDO: Moody's Rates EUR33 Million Class E Notes at Ba3
KONINKLIJKE AHOLD: Moody's May Upgrade Ba1 Rating After Review
ROMPETROL GROUP: Reduced Liquidity Cues S&P to Affirm B- Ratings


P O L A N D

GETIN BANK: Fitch Rates EUR350 Million Bonds at BB


P O R T U G A L

SAGRES STC: Fitch Puts Low-B Ratings on EUR189 Million Notes


R O M A N I A

SBARRO INC: Earns US$9.9 Million in Full Year Ended Dec. 31


R U S S I A

AGRIZAPCHAST' LLC: Creditors Must File Claims by May 21
BEZHETSK-SEL-MASH: Tver Bankruptcy Hearing Slated for Aug. 22
BUILDER CJSC: Creditors Must File Claims by May 21
ECOLOGY AND PROGRESS: Bankruptcy Hearing Slated for Sept. 24
ELECTRON-SERVICE CJSC: Creditors Must File Claims by May 21

ELETSKAYA TOBACCO: Creditors Must File Claims by June 21
EVRAZ GROUP: Buys 29.2% Stake in Highveld Steel for US$238 Mil.
LES-STROY-TORG: Creditors Must File Claims by June 21
LIVNY-STORY OJSC: Creditors Must File Claims by June 21
NADYMSKAYA INDUSTRIAL: Creditors Must File Claims by May 21

NOVOROSSIYSK PORT: Moody's Assigns Ba1 Corporate Family Rating
NOVOROSSIYSK OJSC: S&P Assigns BB+ Rating with Stable Outlook
OSETROVSKIY RIVER: Irkutsk Bankruptcy Hearing Slated for Aug. 21
ROSNEFT OIL: Wins Yukos' Samara Assets for RUR165.5 Billion
SAFONOV-GRAIN-PRODUCT: Creditors Must File Claims by June 21

SEL-KHOZ-TEKHNIKA: Creditors Must File Claims by May 21
STREZHEVSKOY BAKERY: Court Names I. Odintsov to Manage Assets
TRANSCREDITBANK: Closes US$350 Million Debut Eurobond Issue
TUIMSKIY FACTORY: Creditors Must File Claims by June 21
YUKOS OIL: Rosneft Wins Samara Assets for RUR165.5 Billion

YUKOS OIL: Unitex Wins Petrol Station Assets for RUR12.4 Billion


S P A I N

FENDER MUSICAL: Moody's Puts B2 Rating on US$200 Mln Senior Loan
UCI 17: Fitch Junks EUR15.4 Million Class D Notes


S W I T Z E R L A N D

SAIRGROUP: Claims Contestability Period Ends May 14


U N I T E D   K I N G D O M

ABC SKIP: Creditors' Meeting Slated for May 22
ADVANCED MARKETING: Bankruptcy Court Sets July 2 Claims Bar Date
ADVANCED MARKETING: Court Extends Exclusive Period to Aug. 10
ADVANCED MARKETING: Court Okays Hiring of Freshfields as Counsel
ARMOR HOLDINGS: BAE Systems Merger Cues Moody's Ratings' Review

ARMOR HOLDINGS: Prudential Downgrades Shares to Neutral Weight
ARMOR HOLDINGS: Stifel Nicolaus Downgrades Firm's Shares to Hold
BAA PLC: Selling Budapest Airport for GBP1.3 Billion
BAA PLC: Traffic Figures Down 1.6% in April 2007

CABLE & WIRELESS: Launches New Service with American Airlines
CARRAC LTD: Taps Joint Administrators from KPMG LLP
CONSTELLATION BRANDS: Inks Pact to Buy Back Shares for US$421MM
CONSTELLATION BRANDS: Fitch Rates US$700MM Sr. Notes at BB-
CONSTELLATION BRANDS: S&P Assigns BB- Rating to US$700 Mln Notes

GATEWAY TELECOMMUNICATIONS: S&P Rates US$32.5 Million Notes at B
GENERAL MOTORS: Offers 0% Financing for Two Pickup Trucks
GETIN FINANCE: Fitch Rates EUR350 Million Bonds at BB
ISOFT GROUP: Steps Down as Director of Irish Subsidiary
KAYOVER ENGINEERING: Ruth Duncan Leads Liquidation Procedure

KETTERING COMMUNITY: Creditors' Meeting Slated for May 22
LORRY LOADERS: Creditors' Meeting Slated for May 23
MALCRO LIGHTING: Joint Liquidators Take Over Operations
MEDLOCK CONSTRUCTION: Hires Deloitte & Touche as Administrators
NEWGATE FUNDING: Moody's Puts Low-B Ratings to Two Note Classes

NEWGATE FUNDING: S&P Puts Low-B Ratings to Three Note Classes
SAMSONITE: Taps Merrill Lynch & Goldman Sachs for London Listing
SAMSONITE CORP: Jan. 31 Balance Sheet Upside-Down by US$222 Mln
SEA CONTAINERS: Wants US$176 Million DIP Lending Pact Approved
SEA CONTAINERS: Court Okays AP Services as Crisis Managers

SEA CONTAINERS: Trustee Amends List of Unsecured Creditors Panel
SOUTH HERTS: Claims Filing Period Ends May 31
VIRGIN MEDIA: Posts GBP120.3 Mln Net Loss in First Quarter 2007
WALES WILLIAMS: Claims Filing Period Ends June 6
WEBSTERS SOLICITORS: Brings In Kroll Ltd as Joint Administrators

WHOLE FOODS: Earns US$46 Million in 12 Weeks Ended April 8

* KPMG LLP Appoints 25 New Partners in the U.K.

* BOOK REVIEW: A History of the American Bar

                            *********


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A U S T R I A
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ADAS SCHLOSSEREI: Claims Registration Period Ends June 14
---------------------------------------------------------
Creditors owed money by LLC ADAS Schlosserei (FN 232108k) have
until June 14 to file written proofs of claim to court-appointed
estate administrator Stefan Langer at:

         Dr. Stefan Langer
         c/o  Dr. Annemarie Kosesnik-Wehrle
         Oelzeltgasse 4/6
         1030 Vienna
         Austria
         Tel: 712 63 02
         E-mail: kanzlei@kosesnik-langer.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 9:50 a.m. on June 28 for the
examination of claims.

The meeting of creditors will be held at:

         The Trade Court of Vienna
         Room 1707
         Vienna
         Austria

Headquartered in Vienna, Austria, the Debtor declared bankruptcy
on April 26 (Bankr. Case No. 2 S 63/07p).  Annemarie Kosesnik-
Wehrle represents Dr. Langer in the bankruptcy proceedings.


BILIR KEG: Claims Registration Period Ends June 7
-------------------------------------------------
Creditors owed money by KEG Bilir (FN 218577m) have until June 7
to file written proofs of claim to court-appointed estate
administrator Martin Honemann at:

         Mag. Martin Honemann
         c/o Dr. Stefan Langer
         Oelzeltgasse 4
         1030 Vienna
         Austria
         Tel: 713 61 92
         Fax: 713 61 92 22
         E-mail: martin.honemann@kosesnik-langer.at
                 kanzlei@kosesnik-langer.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 11:30 a.m. on June 21 for the
examination of claims.

The meeting of creditors will be held at:

         The Trade Court of Vienna
         Room 1701
         Vienna
         Austria

Headquartered in Vienna, Austria, the Debtor declared bankruptcy
on April 17 (Bankr. Case No. 6 S 48/07m).  Stefan Langer
represents Dr. Honemann in the bankruptcy proceedings.


PTI-POWER TECHN: Claims Registration Period Ends June 13
--------------------------------------------------------
Creditors owed money by LLC PTI-Power Techn International (FN
194253t) have until June 13 to file written proofs of claim to
court-appointed estate administrator Georg Freimueller at:

         Dr. Georg Freimueller
         c/o Dr. Erwin Senoner
         Alser Strasse 21
         1080 Vienna
         Austria
         Tel: 01/406 05 51
         Fax: 01/406 96 01
         E-mail: kanzlei@jus.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 10:00 a.m. on June 27 for the
examination of claims.

The meeting of creditors will be held at:

         The Land Court of Korneuburg
         Room 204
         Second Floor
         Korneuburg
         Austria

Headquartered in Klosterneuburg, Austria, the Debtor declared
bankruptcy on April 26 (Bankr. Case No. 36 S 62/07w).


RS-FINANZMANAGEMENT: Claims Registration Period Ends June 12
------------------------------------------------------------
Creditors owed money by LLC RS-Finanzmanagement  (FN 246504g)
have until June 12 to file written proofs of claim to court-
appointed estate administrator Christoph Rogler at:

         Dr. Christoph Rogler
         Stelzhamerstrasse 9
         4400 Steyr
         Austria
         Tel: 07252/54768-0
         E-mail: dr.rogler@aon.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 1:30 p.m. on June 26 for the
examination of claims.

The meeting of creditors will be held at:

         The Land Court of Steyr
         Hall 7
         Second Floor
         Steyr
         Austria

Headquartered in Steyr - Gleink, Austria, the Debtor declared
bankruptcy on April 13 (Bankr. Case No. 14 S 10/07d).


U.H. UNTERHUBER: Claims Registration Period Ends June 8
-------------------------------------------------------
Creditors owed money by LLC U.H. Unterhuber (FN 160791h) have
until June 8 to file written proofs of claim to court-appointed
estate administrator Bernd Illichmann at:

         Dr. Bernd Illichmann
         Dr.-Franz-Rehrl-Platz 1
         5020 Salzburg
         Austria
         Tel: 0662/83 01 00-0
         Fax: 0662-830100-33
         E-mail: office@f-i.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 8:30 a.m. on June 22 for the
examination of claims.

The meeting of creditors will be held at:

         The Land Court of Salzburg
         Hall 256
         Second Floor
         Salzburg
         Austria

Headquartered in Salzburg - Aigen, Austria, the Debtor declared
bankruptcy on April 16 (Bankr. Case No. 44 S 13/07x).


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B E L G I U M
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GATEWAY TELECOMMUNICATIONS: S&P Rates US$32.5 Million Notes at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' preliminary
senior secured debt rating to the proposed US$32.5 million notes
to be issued by Gateway Telecommunications PLC, a subsidiary of
Gateway Telecommunications S.A. (Proprietary) Ltd.  A recovery
rating of '4' was also assigned, indicating our expectation of
marginal recovery (25%-50%) of principal in the event of a
payment default.  Ratings are subject to final documentation.

The notes will have the same terms and conditions as the US$100
million senior secured bonds issued by the company in November
2006.  The new notes will be fungible with the existing US$100
million senior secured notes.

The proceeds of the notes will be used to part fund the US$40
million acquisition of Nigeria-based telecoms services provider
GS Telecom Ltd.  The remainder will be funded with
US$7.5 million of existing cash reserves.  The acquisition
represents about 6x GST's EBITDA for 2006.  Pro forma for the
transaction, Gateway's total debt should increase by 30% to
about US$185 million, compared with US$144 million for fiscal
2006.

GST is a service provider to corporate and telecoms businesses.
In 2006, 63% of the company's revenues came from Nigeria.  GST
provides mainly very small aperture satellite terminal, carrier,
and Internet services -- which will increase Gateway's
geographic footprint and service range in Africa.  The
acquisition will also slightly improve the contribution of
business services to group revenues and provide some synergies.
These positive factors are offset, however, by the significance
of the transaction relative to the size of the company,
potential integration risk, and the relatively weaker free cash
flows of the combined group.

                       Recovery Analysis

The US$100 million and proposed US$32.5 million senior secured
notes due 2013 are rated 'B', in line with the corporate credit
rating on Gateway, with a recovery rating of '4', indicating
Standard & Poor's expectation of marginal (25%-50%) recovery of
principal in the event of a payment default.  Subsidiary Gateway
Telecommunications PLC issued the notes, which is also an
intermediate holding company.  The ratings on the proposed
US$32.5 million notes are subject to satisfactory review of
final documentation.

The notes are secured by share pledges over material
subsidiaries and downstream proceeds loans, and benefit from
upstream guarantees from Gateway's main operating subsidiaries
in Belgium, South Africa, and the U.K., as well as from GST.
There is no asset security.  The issuer and guarantors are in
supportive or satisfactory regimes with regard to enforcing
share pledges.  Covenant protections are relatively standard for
secured bonds, but weak compared with those typical for similar
secured loans, with no financial maintenance covenants.  There
are restrictions on disposals and the use of the proceeds
thereof, and additional indebtedness is subject to fixed-charge
coverage of greater than 2.25x and a dividend payment
restriction of 50% of net income.

The business has a limited tangible asset base because it leases
satellite capacity from satellite services operator Intelsat
Corp. for transmission. This is also reflected in Gateway's low
capital expenditures and above-average cash conversion of
revenues.  The group's ground station and associated
infrastructure is in Belgium.  There are points of presence in
Brussels and London, with a limited terrestrial network in
southern Africa.  These assets are not specifically secured.
Gateway's main customers are mobile operators in sub-Saharan
Africa and incumbents and other carriers in Western Europe.

Despite a vulnerable business profile, a going-concern approach
has been used because Gateway is a key supplier for its
customers, which, in many cases, would face material, albeit not
insuperable, technical investment requirements to change
provider.  It is likely that there would be very little value in
a liquidation scenario -- if, for example, Intelsat ceased to
provide transmission capacity
-- given the sparse fixed-asset base.

For the purpose of our bond recovery assessment, Standard &
Poor's simulated a hypothetical default scenario. We factored in
these key risks:

   -- Significant depression of revenue growth compared with
      that forecast, reflecting pricing pressure despite
      increasing minutes;

   -- Significant gross margin erosion;

   -- The growth of restructuring, general, and administration
      costs, moderated in line with lower revenue growth;

   -- Modestly increased capital expenditures; and

   -- Sequentially increased interest rates to cover the
      potential costs of seeking waivers.

Under our simulated scenario, given the lack of amortization, a
point of default is reached in the financial year ending Dec.
31, 2010, after significant gross margin pressure.  The
outstanding amount of senior debt to be covered at the point of
default is estimated to be US$132.5 million, in addition to
operating company liabilities, assuming no repayment and no
revolving credit facility.  This does not take into account use
of a bank line carve-out of up to US$5 million, or 50% of
receivables.  Using a blend of a discounted cash flow and market
multiple valuation, Standard & Poor's estimates numerical
coverage of less than 50%. Given the likelihood that at least
some customers would seek alternative providers, the secured
noteholders would probably receive 25%-50% of principal, leading
to a recovery rating of '4'.


GOODYEAR TIRE: Plans 22.5 Million Common Stock Offering
-------------------------------------------------------
The Goodyear Tire & Rubber Company plans to offer 22,549,609
shares of its common stock in an underwritten public offering.
In addition, Goodyear intends to grant the underwriters a 30-day
option to purchase additional shares of up to 3,382,441 to cover
any over-allotments.

The company estimates the net proceeds from this offering, after
deducting underwriting discounts and commissions, will be
approximately US$725 million, assuming a public offering price
of US$33.26 per share, which was the last reported sale price of
Goodyear's common stock on May 8, 2007.  The estimated net
proceeds would be approximately US$834 million if underwriters
exercise their over-allotment option in full.

Goodyear intends to use the net proceeds from the offering to
repay approximately US$175 million of its 8.625% notes due in
2011 and approximately US$140 million of its 9% notes due in
2015.  It expects to use the remaining net proceeds for general
corporate purposes, which may include investments in growth
initiatives within the company's core tire businesses and the
repayment of other debt.

Deutsche Bank Securities, Citi and Goldman, Sachs & Co. will be
joint book running managers for the offering.

The offering will be made under an effective shelf registration
statement filed with the U.S. Securities and Exchange
Commission.  Copies of the prospectus and the prospectus
supplement relating to the offering may be obtained from:

   * Deutsche Bank Securities Prospectus Department
     No. 100 Plaza One
     Jersey City, NJ 07311
     Tel: (800) 503-4611;

   * Citigroup Global Markets Inc.
     8th Floor
     Brooklyn Army Terminal
     140 58th Street
     Brooklyn, NY 11220
     Tel: (718) 765-6732;

   * Goldman, Sachs & Co.
     Prospectus Department
     No. 85 Broad St.
     New York, NY 10004
     Tel: (212) 902-1171; or

   * Goodyear's Investor Relations Department
     No. 1144 E. Market St.,
     Akron, OH 44316
     Tel: (330) 796-3751

                        About Goodyear Tire

Headquartered in Akron, Ohio, The Goodyear Tire and Rubber
Company (NYSE:GT) -- http://www.goodyear.com/-- manufactures
tires, engineered rubber products and chemicals in more than 90
facilities in 28 countries around the world. Goodyear employs
more than 75,000 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Fitch Ratings has affirmed ratings for The Goodyear Tire &
Rubber Company, including 'B' Issuer Default Rating; 'BB/RR1'
rating of its US$1.5 billion first-lien credit facility;
'BB/RR1' rating of its US$1.2 billion second-lien term loan;
'B/RR4' rating of its US$300 million third-lien term loan;
'B/RR4' rating of its US$650 million third-lien senior secured
notes; and 'CCC+/RR6' Senior unsecured debt rating.


MEGA BRANDS: Earns US$25.3 Million in Full Year Ended Dec. 31
-------------------------------------------------------------
Mega Brands Inc. reported that for the full year ended Dec. 31,
2006, its consolidated net sales increased to US$547.3 million,
as compared with US$384.9 million in 2005.  Net earnings for the
full year 2006 were US$25.3 million as compared with US$39.6
million for the full year 2005.

Net sales in North America increased to US$397.8 million, as
compared with US$254.3 million in 2005, mainly as a result of
the inclusion of MEGA Brands America for the full year in 2006
compared to about five months in 2005.  International net sales
were up to US$149.6 million compared to US$130.5 million in
2005.  The company increased its market share in the
construction toy category in virtually all international markets
in 2006 and gained the leadership position in this category in
the U.K. and Spain for the first time.

"All things considered, we are pleased with our operating
performance in 2006, with diluted EPS before Specified Items of
US$1.56, low ending inventories of our products at retail and
the integration of MEGA Brands America," President and CEO Marc
Bertrand said.  "We overcame a number of unexpected challenges
and positioned MEGA Brands for continued profitable growth with
a strong platform of exciting brands."

"Sales momentum entering 2007 is strong, driven by several
first-quarter product launches and the May releases of Pirates
of the Caribbean 3 and Spider-Man 3," added Mr. Bertrand.  "For
2007, we see continued growth and earnings that we expect to be
supported by US$7-10 million of operating synergies resulting
from the integration of MEGA Brands America in 2006."

                      Fourth Quarter Results

Consolidated net sales in the fourth quarter of 2006 were
US$164.8 million, as compared with US$166.2 million in the
fourth quarter of 2005.  Loss from operations in the fourth
quarter of 2006 was US$1.3 million, as compared with earnings
from operations of US$31.7 million in the fourth quarter of
2005.  Net earnings in the fourth quarter of 2006 were US$2.8
million, as compared with net earnings of US$20.9 million in the
fourth quarter of 2005.

                  Liquidity and Capital Resources

Cash flows from operating activities before changes in non-cash
working capital items were US$3 million in the fourth quarter of
2006, as compared with US$30.5 million for the same period in
2005, mainly due to Specified Items recorded during the fourth
quarter of 2006.  After changes in non-cash working capital
items, operating cash flow was US$28.7 million, as compared with
US$11 million in the fourth quarter of 2005.

As at Dec. 31, 2006, the company held cash and cash equivalents
of US$13.7 million.  Working capital stood at US$124.7 million
as at Dec. 31, 2006, as compared with US$101.6 million at the
end of 2005.  This increase is due mainly to higher inventories
at the end of 2006.

Long-term debt at the end of 2006 was US$312 million, as
compared with US$301 million in 2005.  As at Dec. 31, 2006, the
company's debt was comprised of US$14.4 million under its Term A
facility maturing in 2009, US$256.8 million under its Term B
facility maturing in 2012 and US$40 million drawn against its
US$120 million revolving credit facility.  The company was in
compliance with all covenants of its credit facility as at Dec.
31, 2006.

As of Dec. 31, 2006, the company posted total assets of
US$800.4 million and total liabilities of US$551 million,
resulting in a total shareholders' equity of US$249.4 million.

                        About Mega Brands

Montreal, Canada-based Mega Brands Inc., formerly Mega Bloks
Inc., (TSX: MB) -- http://www.megabloks.com/-- distributes a
range of toys, puzzles, and craft-based products worldwide.  The
company has offices in Mexico and Belgium.

                          *     *     *

As reported in the Troubled Company Reporter-Europe on April 25,
2007, Standard & Poor's Ratings Services placed its 'BB-' long-
term corporate credit and bank loan ratings on MEGA Brands Inc.
on CreditWatch with negative implications.  The bank loan's '2'
recovery rating was also placed on CreditWatch.


TENNECO INC: Shareholders Re-Elect 8 Directors in Annual Meeting
----------------------------------------------------------------
Tenneco Inc. disclosed that in its annual meeting, its
shareholders re-elected Charles W. Cramb, Frank E. Macher, Roger
B. Porter, David B. Price, Jr., Gregg Sherrill, Paul T. Stecko,
Mitsunobu Takeuchi and Jane L. Warner to the company's board of
directors.  The directors have been re-elected to serve a term
expiring at the 2008 annual meeting of stockholders.  As the
company had previously announced in its 2007 proxy statement, M.
Kathryn Eickoff-Smith and Dennis Severance retired from the
board, effective as the company's annual meeting.

Stockholders also ratified the appointment of Deloitte & Touche
LLP as independent public accountants for 2007.

Headquartered in Lake Forest, Ill., Tenneco Inc., (NYSE: TEN) --
http://www.tenneco.com/-- manufactures automotive ride and
emissions control products and systems for both the worldwide
original equipment market and aftermarket.  Leading brands
include Monroe(R), Rancho(R), and Fric Rot ride control
products and Walker(R) and Gillet emission control products.

The company has global operations in Argentina, Japan, and
Germany, among others, with its European operations
headquartered in Brussels, Belgium.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 20, 2007, Fitch Ratings has assigned a rating of 'BB+' to
Tenneco Inc.'s new senior secured bank facility.  The new
facility replaces Tenneco's existing bank facility.  As such,
there is no impact to Fitch's current ratings of the existing
debt or rating outlook, which are:

     -- Issuer Default Rating (IDR) 'BB-';
     -- Senior secured bank facility 'BB+';
     -- Senior secured second lien notes 'BB'; and
     -- Senior subordinated notes 'B'.


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GRAHAM PACKAGING: Dec. 31 Equity Deficit Tops US$597 Million
------------------------------------------------------------
Graham Packaging Holdings Company, parent company of Graham
Packaging Company L.P., reported results for the year ended
Dec. 31, 2006, and the refinancing of Term Loans under the
company's Credit Agreements.

As of Dec. 31, 2006, the company recorded in its balance sheet
total assets of US$2.4 billion and total liabilities of US$3
billion, resulting in a total stockholders' deficit of US$597.8
million.

The company experienced a net loss of US$120.4 million for the
year ended Dec. 31, 2006, compared with net loss of US$52.6
million for the year ended Dec. 31, 2005.

The company reported that net sales in 2006 increased by US$47.5
million compared with net sales of US$2.5 billion in 2005.  The
slight increase in net sales was due to a rise in resin pricing
and a boost in units sold.  Operating income for 2006 was
US$116.4 million, a decline of US$30.7 million, as compared with
2005, and was adversely impacted by US$14 million in losses
associated with the disposal of fixed assets.

                    Credit Agreement Amendment

Backed by strong investor demand, the company amended its Credit
Agreement to place US$1.8 billion of new term loan borrowings.
The proceeds were used to pay off the company's existing Term
Loan B borrowings of US$1.6 billion, repay in its entirety the
company's US$250 million Second Lien Term Loan; reduce its
outstanding borrowings under its revolving credit facility by
US$50 million; and pay related fees and expenses.  The amendment
will reduce the company's annual interest costs by greater than
US$5 million and provide for a single financial covenant
measured by net leverage.  The company expects to fund scheduled
debt repayments from cash from operations and unused lines of
credit.  The revolving credit facility expires on Oct. 7, 2010.
At Dec. 31, 2006, the company's total debts were US$2.5 billion.

                 Liquidity and Capital Resources

In 2006, 2005, and 2004, the company generated US$490.4 million
of cash from operations and US$1.4 billion from increased debts.
This US$1.9 billion was primarily used to fund US$565.5 million
of net cash paid for property, plant and equipment, US$1.2
billion of investments and US$81.5 million of debt issuance fee
payments.

Working capital decreased US$108.6 million in 2006, primarily
due to a decrease in inventories of US$48.9 million.

A full-text copy of the company's 2006 annual report is
available for free at http://ResearchArchives.com/t/s?1d0c

                  About Graham Packaging Holdings

Graham Packaging Holdings Company is a Pennsylvania limited
partnership.  Graham Packaging Company, L.P., --
http://www.grahampackaging.com/-- the company's wholly owned
subsidiary is a worldwide designer, manufacturer and seller of
customized blow molded plastic containers for the branded food
and beverage, household, personal care/specialty and automotive
lubricants product categories and, as of the end of September
2006, operated 85 manufacturing facilities in Argentina,
Belgium, Brazil, Canada, Ecuador, England, Finland, France,
Hungary, Mexico, the Netherlands, Poland, Spain, Turkey, the
U.S. and Venezuela.

The Blackstone Group, an investment firm, holds 78.6% equity in
Graham Packaging Holdings Company.  MidOcean Capital Investors,
L.P., holds 4.1%.  A group of management executives holds 2.3%.
The family of Graham Packaging founder Donald Graham holds 15%.


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


LAZARD LTD: March 31 Balance Sheet Upside-Down by US$206.8 Mln
--------------------------------------------------------------
Lazard Ltd. reported total assets of US$2.6 billion, total
liabilities of US$2.8 billion, and minority interest at
US$55.7 million, resulting in a total stockholders' deficit
of US$206.8 million as of March 31, 2007.

Total revenue for the first quarter ended March 31, 2007, was
US$398.6 million, compared with total revenue for the first
quarter ended March 31, 2006, of US$355 million.  Net income
increased to US$26.4 million, compared with US$19.7 million for
the first quarter of 2006.

Operating revenue increased to US$388.2 million, compared with
US$351.1 million for the first quarter of 2006, resulting
primarily from growth in the company's Asset Management
business.  Operating income was US$78.3 million, compared with
US$78.1 million for the first quarter of 2006.

"We have made impressive achievements in our Asset Management
business with record assets under management of US$124.9 billion
and record quarterly positive net inflows, with US$11.6 billion
in new assets in the quarter," Lazard Chairman and CEO Bruce
Wasserstein said.  "Our three-year plan for Asset Management has
been a success and progress is continuing."

"In our Financial Advisory business, we continue to serve as
independent, strategic advisors on some of the most important
cross-border, global and domestic M&A and restructuring
assignments around the world.  We are actively pursuing
expanding Financial Advisory by geography and adjacent
businesses through acquisitions, investments and new hires.  We
also are actively pursuing expansion of our Asset Management
business through acquisitions, new investment products,
including merchant banking investments, making new hires of
individuals and teams, and upgrading our current platforms.  We
continue to invest for future growth and feel that the firm is
well positioned."

"Our market position is strong in both our Financial Advisory
and Asset Management businesses," noted Steven J. Golub,
Lazard's vice-chairman.  "Our Financial Advisory backlog
continues to build, and we are the strategic advisor on many
high-profile, precedent-setting transactions, including the
restructuring of New Century Financial, a leader in sub-prime
lending; Barclays' US$91.3 billion merger with ABN Amro, the
largest bank merger in history; Acciona in its agreement with
Enel concerning their EUR 43.7 billion transaction with respect
to Endesa; and TXU's US$45 billion sale to a private equity
group, the largest-ever LBO.  We continue to work on other major
transactions such as Mellon Financial's US$16.5 billion merger
with The Bank of New York, KeySpan's US$11.8 billion sale to
National Grid, the Chicago Board of Trade's merger discussions
and American Standard's plan to separate its businesses.  We
continue to add senior talent, such as executive Donald G.
Drapkin, who joined us last week."

"Our results are best measured on an annual basis rather than on
any single quarter," added Mr. Golub.  "This year our backlog
for completion of transactions seems to be weighted toward the
second half of the year.  We continue to focus on controlling
costs. The increase in our non-compensation expense was impacted
by, among other factors, one-time cost recoveries in the first
quarter of 2006.  We remain confident that the operating
leverage in our business model will continue to yield long-term
positive results."

                         About Lazard Ltd.

Lazard Ltd. (NYSE: LAZ) -- http://www.lazard.com/-- is a
preeminent financial advisory and asset management firm that
operates from 29 cities across 16 countries in North America,
Europe, Asia, Australia and South America.  With origins dating
back to 1848, the firm provides advice on mergers and
acquisitions, restructuring and capital raising, as well as
asset management services to corporations, partnerships,
institutions, governments, and individuals.


POLYPORE INT'L: Moody's Puts Ba3 Rating to Sr. Sec. Facilities
--------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to Polypore,
Inc.'s new senior secured bank credit facilities.  In a related
action, Moody's affirmed the B3 Corporate Family and Probability
of Default Ratings of Polypore's ultimate parent, Polypore
International, Inc., and affirmed the ratings of Polypore,
Inc.'s senior subordinated notes at Caa1.  The outlook is
changed to positive.

The rating actions are based on Polypore International's SEC
filing for an initial public common stock offering of
approximately US$315 million (excluding greenshoe option), and
the potential for further improvement in the financial metrics
of the company as operating performance stabilizes.

According to the filing, the net proceeds of the offering will
to be used to tender for Polypore International's 10.5% senior
discount notes due 2012, and pay related expenses.  The accreted
value of the senior discount notes at Dec. 30, 2006 was US$250.8
million.  As a result of the intended tender offer and consent
solicitation related to the senior discount notes, Moody's has
also affirmed the Caa2 rating on any remaining stub amounts.
The tender and consent will likely include provisions to strip
covenants and rights from any senior discount notes not
purchased.  The rating of the senior discount notes will be
withdrawn if substantially all of these notes are purchased.

The positive rating outlook reflects the expected deleveraging
event, improved performance in the company's energy storage
business, and stabilized performance in the company's healthcare
segment resulting from the restructuring away from the
cellulosic membrane business.  The company's 2007 performance
should be positively impacted by headcount reductions announced
in the second half of 2006 as part of the company's
restructuring efforts.

The assigned ratings are:

   * Polypore, Inc.

   -- Ba3 (LGD2, 19%) to the US$100 million guaranteed senior
      secured revolving credit facility due 2013;

   -- Ba3 (LGD2, 19%) US$370 million guaranteed senior secured
      term loan due November 2014;

The following ratings are affirmed:

   * Polypore International, Inc.

   -- Corporate Family Rating; B3;

   -- Probability of Default rating, B3;

   -- Caa2 (LGD6, 96%) rating of 10.5% unguaranteed senior
      discount notes due October 2012;

(These ratings will be withdrawn upon the repurchase of
substantially all of the notes.)

   * Polypore, Inc.

   -- US$ guaranteed senior subordinated notes due May 2012,
      Caa1 (LGD 5, 78%);

   -- Euro guaranteed senior subordinated notes due May 2012,
      Caa1 (LGD 5, 78%);

The following ratings will be withdrawn upon their repayment:

   -- Ba3 (LGD2, 16%) rating for the existing guaranteed senior
      secured credit facilities;

The last rating action was on Feb. 27, 2007 when the ratings
were affirmed and the outlook changed to Stable.

Using Moody's standard adjustments for the last 12 months ended
Dec. 30, 2006, Polypore's consolidated total debt/EBITDA
leverage approximated 8.5x inclusive of the holding company
discount notes.  EBIT coverage of cash interest was
approximately 1.0x.  Polypore maintained a US$90 million
revolving credit facility under which there were no borrowings
at Dec. 30, 2006.  The company also maintained US$64 million of
cash on hand.  Pro forma for the purchase of the senior discount
notes, Debt/EBITDA will be approximately 6.3x. Liquidity is
expected to increase slightly at closing due to the increase in
the revolving credit facility to US$100 million.

Polypore International Inc., headquartered in Charlotte, North
Carolina, is a leading worldwide developer, manufacturer and
marketer of specialized polymer-based membranes used in
separation and filtration processes.  The company is managed
under two business segments.  The energy storage segment, which
currently represents approximately two-thirds of total revenues,
produces separators for lead-acid and lithium batteries.  The
separations media segment, which currently represents
approximately one-third of total revenues, produces membranes
used in various healthcare and industrial applications.  For the
LTM period ended Dec. 30, 2006, Polypore's revenues approximated
US$480 million.


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


BENQ CORP: Chairman Won't Resign Despite Insider Trading Charges
----------------------------------------------------------------
BenQ Corp. Chairman K.Y. Lee won't resign and will continue to
oversee the company's daily operations despite being charged
with insider trading and money laundering, China Post relates,
citing the company's spokeswoman, Daisy Lee, as saying.

According to reports, the Taoyuan District Prosecutors Office
said on Wednesday that Chairman Lee, along with President
Sheaffer Lee and Chief Financial Officer Eric Yu were indicted
for insider trading, money laundering, embezzlement, stock
manipulation, and making false entries in public documents.

K.Y. Lee is facing up to 10 years in prison and a fine of up to
NT$500 million if found guilty, the Post says.

However, Jerry Wang, BenQ's executive vice president, rejected
the charges and told Bloomberg News in a phone interview that
the executives have never engaged in illegal practices.  BenQ
also issued a statement saying it was "deeply shocked, baffled
and finds the indictments unacceptable."

According to the prosecutors, BenQ started a Malaysian unit,
Creo Venture Corp., in 2002 as a proxy to trade employee bonus
shares, and the three executives used some of the proceeds from
trading in the stock to pay for income taxes, Chinmei Sung of
the China Post writes.  BenQ executives also sold shares of the
employee bonus pool between January and March 2006 before
announcing a record loss stemming from the Siemens handset unit,
the prosecutors said, adding that the executives then bought
back stock after the share price fell.

Creo, according to the prosecutors, held 25.9 million BenQ
shares as of March 20, 2006, making it the ninth-largest
shareholder of BenQ.

EE Times relates that prosecutors are trying to prove the
executives sold stock in the spring of 2006, shortly before they
announced larger than expected quarterly losses of about US$176
million from the acquisition of a mobile phone unit from
Germany's Siemens Group.  EE Times notes the company spent
nearly US$1 billion trying to turn around the unit, but failed.
It went bankrupt and is now in liquidation.

Mike Clendenin, writing for EE Times, says that prosecutors are
accusing BenQ executives of using their insider's knowledge to
benefit from the share sale.  One report, according to Mr.
Clendenin put the profit of the share sale at about US$7
million.  The executives then allegedly moved the cash to an
offshore bank account in Malaysia, eventually funneling it back
to Taipei.  After news of huge losses in the mobile unit sent
BenQ's stock south, the money was allegedly used to buy back the
shares.

BenQ denied the claim.  According to the company, the
transactions were part of a scheme to exercise stock options for
overseas employees who could not legally trade shares in Taiwan,
EE Times relates.

BenQ also said in a statement that the market anticipated the
huge losses announced in the spring of 2006.  "It was publicly
known that there must be losses in the Company's consolidated
revenues in the early stage after the Siemens mobile device
business acquisition.  It was no secret.  The management team of
the Company certainly did not use such information to engage in
insider trading to gain profits."

The Troubled Company Reporter - Asia Pacific on April 13,
reported that Chairman Lee and President Lee His-hua were taken
in by authorities for questioning and were released after paying
NT$15 million and NT$10 million bail, respectively.

Headquartered in Taiwan, Republic of China, BenQ Corp., Inc. --
http://www.benq.com/-- is principally engaged in manufacturing,
developing, and selling of computer peripherals and
telecommunication products.  It is also a major provider of 3G
handsets, camera phones, and other products.

BenQ Mobile GmbH & Co., the company's German-based wholly owned
subsidiary, filed for insolvency in Munich on Sept. 29, 2006,
after BenQ Corp.'s board decided to discontinue capital
injection into the mobile unit in order to stem unsustainable
losses.  The collapse follows a year after Siemens sold the
company to Taiwanese technology group BenQ.  BenQ Mobile has
lost market share against giant competitors.

A Munich Court opened insolvency proceedings against BenQ Mobile
GmbH & Co OHG on Jan. 1 after the company failed to secure a
buyer by the Dec. 31, 2006 deadline.

                          *     *     *

The Troubled Company Reporter - Asia Pacific reported on Dec. 5,
2006, that Taiwan Ratings Corp., assigned its long-term twBB+
and short-term twB corporate credit ratings to BenQ Corp.  The
outlook on the long-term rating is negative.  At the same time,
Taiwan Ratings assigned its twBB+ issue rating to BenQ's
existing NT$7.05 billion unsecured corporate bonds due in
2008, 2009, and 2010.  The ratings reflect BenQ's continuing
operating losses from its handset operations and high leverage,
and the competitive nature and low profitability of the LCD
monitor industry.


COMTRADE AG: Files for Insolvency at Hamburg District Court
-----------------------------------------------------------
Comtrade AG filed for insolvency protection at the District
Court of Hamburg on May 7, 2007.

Jens Soeren Schroeder was appointed preliminary insolvency
administrator of the company.

The company cited substantial revenue and profit collapse that
resulted in loss of liquidity for the insolvency filing.  At
present, there is no realistic chance to shortly eliminate this
situation.  Various negotiations in order to bridge the
company's liquidity crisis have not yet led to any success.

The board is convinced that in cooperation with Mr. Schroeder,
measures envisaged in a restructuring concept can be realized
and therefore offer the possibility to a quick restructuring.
It is intended to cover the value of the company for the benefit
of the shareholders.

Comtrade AG is still looking for an investor in order to proceed
with the business with new capital.

According to Borsen-Zeitung, the Absolute Activist Value Fund is
a major shareholder of the company, with a 24.09% stake, while
the company's founder, Arthur Troska, was last reported as
holding 11.67%.

Headquartered in Hamburg, Germany, Comtrade AG --
http://www.comtrade.de/-- provides financing for IT systems and
to bring together the supply and demand for the procurement and
marketing of IT systems on a single trading platform.  The
company also distributes and develops hardware and software
products.  The company is currently valued at EUR2 million.


DAIMLERCHRYSLER AG: Ohio Workers Hire Morpheus to Advise on Bid
---------------------------------------------------------------
Employee Owned Company LLC, a group of United Auto Workers
employees in Ohio, has hired Morpheus Capital Advisors in New
York in its bid for an employee stock-ownership plan for
DaimlerChrysler AG's Chrysler Group, The Associated Press
reports.

AP says Morpheus will arrange financing and will advise on the
sales process.

"We think there is a way to structure a creative deal that will
be beneficial for all parties," Morpheus President Mitchell
Gordon was quoted by AP as saying.

The group is also being advised by ITSS Expos President Rich
Caires, who has worked on deals in the auto industry.

According to the report, the UAW's leadership and legal team
have already reviewed the stock-ownership plan, which the group
believes would help offset health care concessions that may have
to be given during contract negotiations later this year.
However, the union has not officially declared its support for
the proposal as president Ron Gettelfinger is concentrating his
efforts on trying to keep Chrysler with DaimlerChrysler, AP
relates.

DaimlerChrysler is expected to disclose a lead bidder soon.

As previously reported in the TCR-Europe on May 2, Magna
International Inc. leads the race for DaimlerChrysler AG's
Chrysler Group and could grab a much larger stake in the ailing
unit, potentially taking a direct minority ownership stake of
between 25% and 50%.

                     About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:
DCX) -- http://www.daimlerchrysler.com/-- develops,
manufactures, distributes, and sells various automotive
products, primarily passenger cars, light trucks, and commercial
vehicles worldwide.  It primarily operates in four segments:
Mercedes Car Group, Chrysler Group, Commercial Vehicles, and
Financial Services.

The company's worldwide operations are located in: Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

The Chrysler Group is facing a difficult market environment in
the United States with excess inventory, non-competitive legacy
costs for employees and retirees, continuing high fuel prices
and a stronger shift in demand toward smaller vehicles.  At the
same time, key competitors have further increased margin and
volume pressures -- particularly on light trucks -- by making
significant price concessions.  In addition, increased interest
rates caused higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and
cut costs in the short term are being examined at all stages of
the value chain, in addition to structural changes being
reviewed as well.


DAIMLERCHRYSLER AG: Constructing Mercedes-Benz Plant in India
-------------------------------------------------------------
DaimlerChrysler AG began construction of its new plant for
Mercedes-Benz vehicles at Chakan in Pune, India.  The foundation
stone of the new facility was laid by:

   * the Honorable Chief Minister of Maharashtra,

   * Mr. Vilasrao Deshmukh together with Dr. Joachim Schmidt,
     Chairman of the Board of DaimlerChrysler India,

   * Prof. Eberhard Haller, Member of the Board of
     DaimlerChrysler India and responsible for CKD plants of the
     Mercedes Car Group, and

   * Wilfried Aulbur, Managing Director and CEO of
     DaimlerChrysler India in presence of further Indian
     Government Representatives.

In January 2007, DaimlerChrysler India had already signed a
Memorandum of Understanding with the Government of Maharashtra
to build the new plant at a 100-acre plot near an already
existing plant.  The new manufacturing facility will produce the
Mercedes-Benz S-Class, E-Class and C-Class for the Indian
market.  Start of production is expected in early 2009.  Over
the next few years, DaimlerChrysler plans to invest around EUR50
million in connection with the new production facility.  The new
Chakan plant will initially employ around 350 workers, matching
the level of the current facility.

"Our confidence in the Indian market is reflected in our long
association with the country. Our engagement with India dates
back to 1954 when we started collaboration for trucks in India.
Subsequently, we were also the pioneers of the luxury car market
in India", said Dr. Joachim Schmidt.

In 2006 DaimlerChrysler India sold 2,121 vehicles, achieving
strong growth of 10% (2005: 1,915).  In the first quarter of
2007 DaimlerChrysler India already recorded further growth of
17%.  "As a company, we have enjoyed steady and profitable
growth in India and we are looking forward to continue our
success story here in our own premises", Dr. Aulbur underscored
the rapid change of the luxury car market since DaimlerChrysler
entered India in 1994.

In 1995, DaimlerChrysler started producing the Mercedes-Benz
E-Class in a leased factory at Chikhali in Pune, near Mumbai in
the Federal State of Maharashtra.  In the following years
DaimlerChrysler broadened its production to include the S-Class
(2000) and C-Class (2001).  Today DaimlerChrysler has
dealerships spread across 27 cities in India and was the first
automotive company in India to complete ISO9001: 2000
certification for its entire dealer network in India.

                      About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:
DCX) -- http://www.daimlerchrysler.com/-- develops,
manufactures, distributes, and sells various automotive
products, primarily passenger cars, light trucks, and commercial
vehicles worldwide.  It primarily operates in four segments:
Mercedes Car Group, Chrysler Group, Commercial Vehicles, and
Financial Services.

The company's worldwide operations are located in: Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

The Chrysler Group is facing a difficult market environment in
the United States with excess inventory, non-competitive legacy
costs for employees and retirees, continuing high fuel prices
and a stronger shift in demand toward smaller vehicles.  At the
same time, key competitors have further increased margin and
volume pressures -- particularly on light trucks -- by making
significant price concessions.  In addition, increased interest
rates caused higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and
cut costs in the short term are being examined at all stages of
the value chain, in addition to structural changes being
reviewed as well.


FLIESEN MUELLER: Claims Registration Period Ends July 2
-------------------------------------------------------
Creditors of Fliesen Mueller GmbH have until July 2 to register
their claims with court-appointed insolvency manager Hans Raab.

Creditors and other interested parties are encouraged to attend
the meeting at 10:00 a.m. on Aug. 2, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Fuerth
         Room 3
         Ground Floor
         Office Building
         Baumenstrasse 32
         Fuerth
         Germany

The Court will also verify the claims set out in the insolvency
manager's report during this meeting, while creditors may
constitute a creditors' committee or opt to appoint a new
insolvency manager.

The District Court of Fuerth opened bankruptcy proceedings
against Fliesen Mueller GmbH on May 2.  Consequently, all
pending proceedings against the company have been automatically
stayed.

The insolvency manager can be reached at:

         Hans Raab
         Marktstr. 1
         91448 Emskirchen
         Germany
         Tel: 09104/829418
         Fax: 09104/829441

The Debtor can be reached at:

         Fliesen Mueller GmbH
         Gruendlacher Str. 303
         90765 Fuerth
         Germany


HAYES LEMMERZ: Stockholders Approve US$180 Mln Rights Offering
--------------------------------------------------------------
Hayes Lemmerz International Inc.'s stockholders approved:

   a) a rights offering of up to US$180 million to holders of
      the company's outstanding Common Stock as of April 10,
      2007, through the issuance of 55,384,615 rights to
      purchase one share of Common Stock at an exercise price of
      US$3.25 per share,

   b) the sale of any Common Stock not subscribed for in the
      Rights Offering to Deutsche Bank Securities Inc. and SPCP
      Group LLC, an affiliate of Silver Point Capital L.P.;

   c) at the Investor's option, the purchase of up to 4,038,462
      shares of Common Stock at the Exercise Price, resulting in
      additional proceeds of up to US$13,125,002; and

   d) the related Amended and Restated Equity Purchase and
      Commitment Agreement and other transactions contemplated.

The stockholders also considered proposals on:

    -- Amendment of the company's Certificate of Incorporation
       to increase the aggregate number of authorized shares of
       Common Stock from 100 million to 200 million and the
       aggregate number of authorized shares of capital stock
       from 101 million to 201 million.

    -- Amendment of the company's Certificate of Incorporation
       to increase the maximum number of members of the board of
       directors from nine to twelve.

All three proposals were approved, with more than 99% of the
shares voted at the special meeting and more than 61% of the
total issued and outstanding shares supporting each proposal.

"The company appreciates the strong support of its stockholders
in the company's efforts to reduce its debt and increase
stockholder equity," said James Yost, vice president of finance
and chief financial officer.  "The approval of the Rights
Offering and the related proposals is a significant step in
completing the company's overall debt refinancing, reducing
leverage and lowering interest costs, as reflected in the
improved ratings by Standard & Poor's Ratings Services and
Moody's Investor Services."

Each record holder of the company's Common Stock on April 10,
2007, received 1.3970 rights for each share of common stock held
on the record date.  The rights may be exercised until 5:00 p.m.
Eastern Daylight Time, Monday, May 21, 2007, unless the company
extends the Rights Offering.  Stockholders who receive rights
through a bank or broker will receive instructions for
exercising rights from their bank or broker and may be required
to act prior to the stated expiration time.  Hayes Lemmerz may
terminate the Rights Offering for any reason prior to the
expiration time.

                 About Hayes Lemmerz International

Headquartered in Northville, Michigan, Hayes Lemmerz
International Inc. (Nasdaq: HAYZ) -- http://www.hayes-
lemmerz.com/ -- is a global supplier of steel and aluminum
automotive and commercial vehicle highway wheels, well as
aluminum components for brakes, powertrain, suspension, and
other lightweight structural products.  Worldwide revenues
approximate US$2.1 billion.  The company has 30 facilities and
approximately 8,500 employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on May 4, 2007,
Moody's Investors Service raised to B3 from Caa1 the corporate
family and probability of default ratings of HLI Operating
Company, Inc., a wholly-owned subsidiary of Hayes Lemmerz
International, and changed the rating outlook to stable from
negative.

In addition, Standard & Poor's Ratings Services raised its
corporate credit rating on automotive supplier Hayes Lemmerz
International Inc. to 'B' from 'B-,' reflecting planned debt
reduction from a proposed refinancing and equity rights
offering, well as improved operating results, particularly in
the company's wheels business outside the U.S.  At the same
time, the ratings were removed from CreditWatch with positive
implications, where they were placed on March 16, 2007.  The
outlook is stable.


HAYES LEMMERZ: Fitch Assigns B Issuer Default Rating
----------------------------------------------------
Fitch Ratings has initiated ratings for Hayes Lemmerz
International Inc. with an Issuer Default Rating of 'B'.

Fitch also expects to assign ratings to Hayes Lemmerz's proposed
senior secured revolving credit facility, senior secured Euro
term loan, senior secured Euro synthetic letter of credit
facility, and senior unsecured notes.  The proposed facility
replaces HAYZ' existing bank facility.

The ratings are:

Hayes Lemmerz International, Inc.

    -- Issuer Default Rating 'B';

HLI Operating Company, Inc. (HLI Opco)

    -- Issuer Default Rating 'B';
    -- Senior secured revolving credit facility 'BB/RR1';

Hales Lemmerz Finance - Luxembourg S.A. (European Holdco)

    -- Issuer Default Rating 'B';
    -- Senior secured revolving credit facility 'BB/RR1';
    -- Senior secured Euro term loan 'BB/RR1';
    -- Senior secured Euro synthetic LOC facility 'BB/RR1'; and
    -- Senior unsecured Euro notes 'B-/RR5'.

The Rating Outlook is Stable.  Fitch's ratings incorporate the
expectation that HAYZ will complete several pending financial
transactions, including HAYZ' US$180 million rights offering,
the proposed bank facility and the US$150 million Euro notes
offering.

The ratings are also contingent on a review of final
documentation.  Including the undrawn revolver, Fitch's ratings
affect approximately US$515 million in total debt.

Fitch's ratings reflect the benefits of HAYZ' pending
recapitalization, the company's strong presence in the global
wheel market, geographic diversity, a growing book of non-
Detroit 3 customers, significant progress in restructuring
operations and improved operating results. Fitch's concerns
include low free cash flow, the exposure to the Detroit 3
customers' potential for a labor stoppage, a leveraged balance
sheet, and the risk that further restructuring may be necessary.

The Stable Outlook reflects Fitch's expectations for moderate
revenue growth and modestly positive free cash flow over the
intermediate term.  These expectations are supported by HAYZ'
geographic diversity which provides access to higher growth
vehicle markets and reduces the risk of cyclicality in any one
region.  Fitch believes there is some downside cushion to the
Outlook, and HAYZ could generate limited positive free cash flow
and minor debt reduction even under a stressed scenario that
includes the assumptions of substantial declines in Detroit 3
volume and limited margin improvement despite significant
restructuring in recent years. However, the Outlook could be
negatively affected by uncertainty with respect to the upcoming
UAW contract negotiations as well as a financially stressed
supply base, both of which could cause considerable disruptions
to the industry's production, as well as to HAYZ' balance sheet,
which could quickly deteriorate given the limited free cash flow
that Fitch has estimated.  The Outlook could be positively
affected if more solid free cash flow were to materialize from
consistent, steady operating conditions and expected volumes in
2007, leading to more significant debt reduction.

The recovery ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which
distressed enterprise value is allocated to the various debt
classes.  Fitch's recovery analysis for HAYZ is based on a
restructuring as a going concern scenario rather than a
liquidation.  Fitch estimates that in a distressed scenario,
HAYZ' enterprise value could significantly deteriorate and
secured debt holders would most likely still receive full
recovery.  As a result, the proposed senior secured facilities
were assigned an 'RR1' (91% to 100% recovery), and the senior
secured revolver, Euro term loan and Euro synthetic LOC loan
were notched +3 from the IDR under Fitch's recovery methodology.
The senior unsecured Euro notes were assigned a recovery rating
of 'RR5' (11% to 30%) and notched -1 from the IDR to reflect the
junior position of the senior unsecured debt holders' claim
relative to the senior secured debt holders'.  Despite the fact
that many of HAYZ' operations are located outside of North
America, Fitch did not use its 'soft cap' guidelines for HAYZ
because Fitch believed that any restructuring action would
likely be initiated in the U.S., allowing for Fitch's standard
notching policies to be followed.

HAYZ' recapitalization enhances the company's financial
flexibility by reducing leverage, extending maturities and
providing approximately US$25 million of incremental liquidity.
The proposed capital structure also reduces HAYZ' cost of
capital and better aligns currency denomination and collateral
with the geographic location of HAYZ' primary source of
operating cash flow.  The proposed bank agreement consists of a
US$125 million revolving credit facility, a Euro denominated
term loan facility of up to US$350 million equivalent and a Euro
denominated US$20 million equivalent synthetic LOC facility.
Hayes will concurrently offer approximately US$150 million in
equivalent Euro denominated senior unsecured notes.  The notes
will be issued by a European Holdco subsidiary but will be
offered in the United States to qualified institutional
investors.

The company also intends to pay off its 10-1/2% notes due 2009
using proceeds from a US$180 million equity rights offering.
Stockholders are to receive 1.3970 rights for each share of
common, entitling the purchase of stock at US$3.25 per share.
The rights offering is backstopped by Deutsche Bank.  Silver
Point Capital has agreed to acquire one-half of Deutsche Bank's
shares purchased under the backstop.  Deutsche Bank also has the
option to make a direct investment of up to a maximum of
slightly more than 4 million shares of common at US$3.25 per
share or roughly US$13 million.  Deutsche's direct investment
shares would be incremental to the number of shares in the
rights offering. The rights offering was approved by
stockholders at a special meeting held May 4.

The proposed Euro term loan and Euro synthetic LOC loan will be
obligations of a European Holdco domiciled in Luxembourg.  The
proposed revolver will be the obligation of the HLI Operating
Co. and the European Holdco.  To the extent allowed by law and
tax implications, the parent - Hayes Lemmerz International, Inc
- guarantees the proposed senior secured facility.  Collateral
includes substantially all of HAYZ' assets and 65% of the stock
of the first-tier foreign subsidiaries.  The revolver has first
priority over the Euro term loan with respect to the domestic
assets among the lenders in the credit agreement.  Relative to
any other party outside of the credit agreement, only one lien
on substantially all assets exists.  This is established by the
collateral sharing agreement which states that upon
acceleration, all of the lenders receive pro rata recovery,
independent of the facility into which they were lending.  This
reduces recovery analysis complexity regarding the alignment of
cash flows and assets with their respective tranche as well as
any issues with foreign entities' ability to guarantee the US
loans due to tax implications.

The proposed bank facility covenants include limitations on
indebtedness, liens and capital expenditures as well as maximum
leverage and minimum coverage ratios.

Going forward, HAYZ is expected to benefit from its steel wheel
technology, moves to lower cost countries and growth from non-
Detroit 3 customers, especially in regions of increasing vehicle
demand.  To some degree, the demand for steel wheels in the U.S.
has seen resurgence in recent years due to reduced weight
differential with aluminum wheels, improved styling capability
and substantially competitive pricing versus aluminum. However,
aluminum wheels may garner increasing installation rates in
other regions of the world.  Given HAYZ' moves to locate steel
and aluminum wheel capacity throughout the globe, the company
stands to benefit from steel wheel penetration in the US,
aluminum penetration outside the US and from higher growth
vehicle markets such as Eastern Europe, India and China.

On a discontinued operations (disc ops) basis, consolidated
sales for fiscal 2006 were up 5.1% to US$2,056 million from
US$1,957 million in the prior year.  Consolidated Operating
EBITDA margin improved 150 basis points (bps) to 8.7% from 7.2%
in fiscal 2005.  The Wheels Group sales increased 4.8% to
US$1,672 million in fiscal 2006 from US$1,594 million in the
prior year.  Fitch calculates a 70 bps improvement in Operating
EBITDA margin for the Wheel Group to 10.6%, healthy for an
automotive supplier, from 9.9% in fiscal 2005.  On a disc ops
basis, fiscal 2006 sales for the Components Group rose 6.2% to
US$385 million from US$362 million.  Fitch calculates Components
Group Operating EBITDA declined 110 bps to 2.6% from 3.7% in
fiscal 2005.  In addition, HAYZ reported a US$71.6 million
improvement in consolidated free cash flow excluding
securitizations and factoring of a use of US$9.1 million versus
a use of US$80.7 million in fiscal 2005.

Including the cash and marketable securities balance of
US$38.4 million, total liquidity at the end of fiscal 2006 on
Jan. 31, 2007 was US$146.1 million.  At year-end, HAYZ had no
outstanding borrowings under its revolver and US$79.7 million of
availability after US$US$20.3 million in outstanding LOCs.  The
company also had a U.S. securitization facility of approximately
US$65 million of which US$28 million was available at year-end.
In addition, the company had US$39.3 million outstanding and
US$4.7 million available under its uncommitted European
receivable facilities, the availability of which Fitch does not
include in liquidity since the facilities are cancelable at any
time.  As of Jan. 31, total adjusted debt-to-EBITDA was reduced
to 3.9 times (x), down from 4.5x at the end of fiscal 2005.


HOLZ- UND BAUSTOFF: Claims Registration Period Ends June 22
-----------------------------------------------------------
Creditors of Holz- und Baustoff-Vertrieb Jeserig-GmbH & Co. KG
have until June 22 to register their claims with court-appointed
insolvency manager Ulrich Wenzel.

Creditors and other interested parties are encouraged to attend
the meeting at 9:00 a.m. on July 25, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Potsdam
         Hall 301
         Third Floor
         Nebenstelle Lindenstrasse 6
         14467 Potsdam
         Germany

The Court will also verify the claims set out in the insolvency
manager's report during this meeting, while creditors may
constitute a creditors' committee or opt to appoint a new
insolvency manager.

The District Court of Potsdam opened bankruptcy proceedings
against Holz- und Baustoff-Vertrieb Jeserig-GmbH & Co. KG on
May 2.  Consequently, all pending proceedings against the
company have been automatically stayed.

The insolvency manager can be reached at:

         Dr. Ulrich Wenzel
         Grossbeerenstrasse 231
         14480 Potsdam
         Germany

The Debtor can be reached at:

         Holz- und Baustoff-Vertrieb Jeserig-GmbH & Co. KG
         Attn: Siegfried Sowa, Manager
         Holzmathenstrasse 9 a
         14550 Gross Kreutz OT Jeserig
         Germany


INNOMASCH HERZOG: Claims Registration Period Ends June 29
---------------------------------------------------------
Creditors of InnoMasch Herzog GmbH Maschinen und Prazisionsteile
have until June 29 to register their claims with court-appointed
insolvency manager Joachim Exner.

Creditors and other interested parties are encouraged to attend
the meeting at 1:00 p.m. on Aug. 1, at which time the insolvency
manager will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Hof
         Meeting Room 012
         Ground Floor
         Berliner Place 1
         95030 Hof
         Germany

The Court will also verify the claims set out in the insolvency
manager's report during this meeting, while creditors may
constitute a creditors' committee or opt to appoint a new
insolvency manager.

The District Court of Hof opened bankruptcy proceedings against
InnoMasch Herzog GmbH Maschinen und Prazisionsteile on May 1.
Consequently, all pending proceedings against the company have
been automatically stayed.

The insolvency manager can be reached at:

         Joachim Exner
         Ludwigstr. 50
         95028 Hof
         Germany
         Tel: 09281/8331080
         Fax: 09281/8331089

The Debtor can be reached at:

         InnoMasch Herzog GmbH Maschinen und Prazisionsteile
         Attn: Andreas Herzog, Manager
         Max-Planck-Str. 20
         95233 Helmbrechts
         Germany


JOKISCH & KUENNEMANN: Claims Registration Period Ends June 18
-------------------------------------------------------------
Creditors of Jokisch & Kuennemann Metallbau GmbH have until
June 18 to register their claims with court-appointed insolvency
manager Bernd Peters.

Creditors and other interested parties are encouraged to attend
the meeting at 2:05 p.m. on July 16, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Delmenhorst
         Hall 2
         Branch 1
         Cramerstrasse 183
         27749 Delmenhorst
         Germany

The Court will also verify the claims set out in the insolvency
manager's report during this meeting, while creditors may
constitute a creditors' committee or opt to appoint a new
insolvency manager.

The District Court of Delmenhorst opened bankruptcy proceedings
against Jokisch & Kuennemann Metallbau GmbH on May 1.
Consequently, all pending proceedings against the company have
been automatically stayed.

The insolvency manager can be reached at:

         Dr. Bernd Peters
         Wall 146
         28195 Bremen
         Germany
         Tel: 0421/244009-0
         Fax: 0421/244009-29

The Debtor can be reached at:

         Jokisch & Kuennemann Metallbau GmbH
         Reinersweg 70
         27751 Delmenhorst
         Germany

         Attn: Olaf Kuennemann, Manager
         Winkelweg 20
         27753 Delmenhorst
         Germany


JOSEF WILHELM: Claims Registration Period Ends June 22
------------------------------------------------------
Creditors of Josef Wilhelm Balduin GmbH & Co. KG have until
June 22 to register their claims with court-appointed insolvency
manager Frank Wiedemann.

Creditors and other interested parties are encouraged to attend
the meeting at 9:45 a.m. on July 23, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Aachen
         Meeting Hall K 5
         Third Floor
         Alter Posthof 1
         52062 Aachen
         Germany

The Court will also verify the claims set out in the insolvency
manager's report during this meeting, while creditors may
constitute a creditors' committee or opt to appoint a new
insolvency manager.

The District Court of Aachen opened bankruptcy proceedings
against Josef Wilhelm Balduin GmbH & Co. KG on May 1.
Consequently, all pending proceedings against the company have
been automatically stayed.

The insolvency manager can be reached at:

         Frank Wiedemann
         Eupener Str. 181
         52066 Aachen
         Germany
         Tel: 0241/6052800
         Fax: 0241/6052799

The Debtor can be reached at:

         Josef Wilhelm Balduin GmbH & Co. KG
         Steinbuechelstr. 42
         52159 Roetgen
         Germany


KABEL- UND TIEFBAU: Creditors' Meeting Slated for June 4
--------------------------------------------------------
The court-appointed insolvency manager for Kabel- und Tiefbau
GmbH Schoenlebe & Partner, Rainer M. Bahr will present his first
report on the Company's insolvency proceedings at a creditors'
meeting at 10:30 a.m. on June 4.

The meeting of creditors and other interested parties will be
held at:

         The District Court of Dresden
         Hall D132
         Olbrichtplatz 1
         01099 Dresden
         Germany

The Court will also verify the claims set out in the insolvency
manager's report at 10:00 a.m. on July 20 at the same venue.

Creditors have until June 29 to register their claims with the
court-appointed insolvency manager.

The District Court of Dresden opened bankruptcy proceedings
against Kabel- und Tiefbau GmbH Schoenlebe & Partner on
April 26.  Consequently, all pending proceedings against the
company have been automatically stayed.

The insolvency manager can be reached at:

         Rainer M. Bahr
         Obergraben 10
         01097 Dresden
         Germany
         E-mail: http://www.lawyersworldwide.com/

The Debtor can be reached at:

         Kabel- und Tiefbau GmbH Schoenlebe & Partner
         Attn: Wieland Schoenlebe, Manager
         Behringstrasse 24
         01159 Dresden
         Germany


LOGISTIK & TRANSPORT: Claims Registration Period Ends June 15
-------------------------------------------------------------
Creditors of Logistik & Transport GmbH have until June 15 to
register their claims with court-appointed insolvency manager
Thomas Lissner.

Creditors and other interested parties are encouraged to attend
the meeting at 9:30 a.m. on July 12, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Osnabrueck
         Branch N 301
         Kollegienwall 10
         49074 Osnabrueck
         Germany

The Court will also verify the claims set out in the insolvency
manager's report during this meeting, while creditors may
constitute a creditors' committee or opt to appoint a new
insolvency manager.

The insolvency manager can be reached at:

         Thomas Lissner
         Schillerstr. 20
         49074 Osnabrueck
         Germany
         Tel: (0541) 33 85 00
         Fax: (0541) 33 850-50

The District Court of Osnabrueck, opened bankruptcy proceedings
against Logistik & Transport GmbH on April 30.  Consequently,
all pending proceedings against the company have been
automatically stayed.

The Debtor can be reached at:

         Logistik & Transport GmbH
         Muensterstrasse 50
         49176 Hilter

         Attn: Ingo Bauer, Manager
         Schenckstrasse 29
         60489 Frankfurt
         Germany


MIKINA KUREINRICHTUNGEN: Claims Registration Period Ends June 26
----------------------------------------------------------------
Creditors of MiKina Kureinrichtungen Betriebs GmbH have until
June 26 to register their claims with court-appointed insolvency
manager Thomas Kind.

Creditors and other interested parties are encouraged to attend
the meeting at 9:00 a.m. on July 24, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Karlsruhe
         Hall IV
         First Floor
         Schlossplatz 23
         76131 Karlsruhe
         Germany

The Court will also verify the claims set out in the insolvency
manager's report during this meeting, while creditors may
constitute a creditors' committee or opt to appoint a new
insolvency manager.

The District Court of Karlsruhe opened bankruptcy proceedings
against MiKina Kureinrichtungen Betriebs GmbH on April 30.
Consequently, all pending proceedings against the company have
been automatically stayed.

The insolvency manager can be reached at:

         Thomas Kind
         Eisenbahnstr. 19-23
         77855 Achern
         Germany
         Tel: (078 41) 7080

The Debtor can be reached at:

         MiKina Kureinrichtungen Betriebs GmbH
         Attn: Gabriele Hager, Manager
         Franz-Peter-Sigel-Str. 46
         76669 Bad Schoenborn
         Germany


MAX RITTER: Claims Registration Ends June 29
--------------------------------------------
Creditors of Max Ritter GmbH have until June 29 to register
their claims with court-appointed insolvency manager Kai
Roehler.

Creditors and other interested parties are encouraged to attend
the meeting at 1:30 p.m. on Aug. 1, at which time the insolvency
manager will present his first report on the insolvency
proceedings.

The meeting of creditors will be held at:

         The District Court of Hof
         Meeting Room 012
         Ground Floor
         Berliner Place 1
         95030 Hof
         Germany

The Court will also verify the claims set out in the insolvency
manager's report during this meeting, while creditors may
constitute a creditors' committee or opt to appoint a new
insolvency manager.

The insolvency manager can be reached at:

         Kai Roehler
         Aussere Sulzbacher Str. 159
         90491 Nuernberg
         Germany
         Tel: 0911/9593690
         Fax: 0911/95936999

The District Court of Hof opened bankruptcy proceedings against
Max Ritter GmbH on May 2.  Consequently, all pending proceedings
against the company have been automatically stayed.

The Debtor can be reached at:

         Max Ritter GmbH
         Eppenreuther Str. 121
         95032 Hof
         Germany


METZGEREI MAYER: Claims Registration Ends May 24
------------------------------------------------
Creditors of Metzgerei Mayer GmbH & Co. KG have until May 24 to
register their claims with court-appointed insolvency manager
Joachim Exner.

Creditors and other interested parties are encouraged to attend
the meeting at 8:20 a.m. on June 20, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Bamberg
         Meeting Hall 031
         Synagogenplatz 1
         96047 Bamberg
         Germany

The Court will also verify the claims set out in the insolvency
manager's report during this meeting, while creditors may
constitute a creditors' committee or opt to appoint a new
insolvency manager.

The insolvency manager can be reached at:

         Joachim Exner
         Stahlstr. 17
         90411 Nuernberg
         Germany
         Tel: 0911/9512850
         Fax: 0911/951285-10

The District Court of Bamberg opened bankruptcy proceedings
against Metzgerei Mayer GmbH & Co. KG on May 5.  Consequently,
all pending proceedings against the company have been
automatically stayed.

The Debtor can be reached at:

         Metzgerei Mayer GmbH & Co. KG
         Hauptstr. 26
         91301 Forchheim
         Germany


MOBITELL GMBH: Claims Registration Ends May 21
----------------------------------------------
Creditors of Mobitell GmbH have until May 21 to register their
claims with court-appointed insolvency manager Helmut Hetzelt.

Creditors and other interested parties are encouraged to attend
the meeting at 8:50 a.m. on June 13, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Bamberg
         Meeting Hall 031
         Synagogenplatz 1
         96047 Bamberg
         Germany

The Court will also verify the claims set out in the insolvency
manager's report during this meeting, while creditors may
constitute a creditors' committee or opt to appoint a new
insolvency manager.

The insolvency manager can be reached at:

         Helmut Hetzelt
         Geisfelder Str. 14
         96050 Bamberg
         Germany

The District Court of Bamberg opened bankruptcy proceedings
against Mobitell GmbH on April 30.  Consequently, all pending
proceedings against the company have been automatically stayed.

The Debtor can be reached at:

         Mobitell GmbH
         Bamberger Str. 24
         96135 Stegaurach
         Germany


MYPHOTOPRESENT PRODUKTIONS: Claims Registration Ends June 5
-----------------------------------------------------------
Creditors of myphotopresent Produktions- und Vertriebs- GmbH
have until June 5 to register their claims with court-appointed
insolvency manager Andreas Mittendorff.

Creditors and other interested parties are encouraged to attend
the meeting at 9:45 a.m. on July 10, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Hannover
         Hall 226
         Second Upper Floor
         Service Bldg.
         Hamburger Allee 26
         30161 Hannover
         Germany

The Court will also verify the claims set out in the insolvency
manager's report during this meeting, while creditors may
constitute a creditors' committee or opt to appoint a new
insolvency manager.

The insolvency manager can be reached at:

         Andreas Mittendorff
         Am Markte 13
         30159 Hannover
         Germany
         Tel: 0511 357721-0
         Fax: 0511 357721-40

The District Court of Hannover opened bankruptcy proceedings
against myphotopresent Produktions- und Vertriebs- GmbH on
April 24.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         myphotopresent Produktions- und Vertriebs- GmbH
         Weidendamm 30
         30167 Hannover
         Germany


PROSIEBENSAT.1 AG: Earns EUR40.6 Million in First Quarter 2007
--------------------------------------------------------------
The ProSiebenSat.1 AG reported financial results for the first
quarter ended March 31, 2007.

For the three months ended March 31, 2007, ProSiebenSat.1
reported EUR40.6 million in net profits, 32% higher than the
EUR30.7 million net profit reported in the same period last
year.

At March 31, 2007, ProSiebenSat.1's balance sheet showed EUR2
billion in total assets, EUR737 million in total liabilities and
EUR1.2 billion in stockholders' equity.

Consolidated revenues grew 7.7 percent in the first quarter, to
EUR501.2 million.  All segments contributed to this growth.

The pre-tax profit was up 34.7 percent, to EUR67.5 million.
EBITDA grew 16.1 percent, to EUR82 million, pushing the EBITDA
margin up to 16.4 percent (Q1 2006: 15.2 percent).  The pre-tax
profit margin climbed to 13.5 percent (Q1 2006: 10.8 percent).
The consolidated profit grew 32.2 percent, to EUR40.6 million.

"The ProSiebenSat.1 Group got off to a good start this year.  We
saw growth in both our core business in Free TV and our new
operations," said Guillaume de Posch, CEO of ProSiebenSat.1
Media AG.  "We are confident that our stations' programming will
pick up further strength, while we continue to build up our
diversification and online initiatives."

The profitable growth of the ProSiebenSat.1 Group was driven
primarily by higher advertising revenues in the corporation's
core business, Free TV.  The Diversification unit saw growth
primarily in its online, pay TV and video-on-demand operations.
Apart from organic growth, this unit was further strengthened by
its equity investment in the Internet company solute GmbH.
External revenues in the advertising-financed TV segment grew
5.9 percent, to EUR438.6 million (Q1 2006: EUR414.0 million).
External revenues in the two segments of the Diversification
unit, Transaction TV and Other Diversification, grew 22.0
percent.  Together, the two segments contributed EUR62.6 million
to Group revenues, equivalent to a 12.5 percent share.  In the
first quarter of 2006, the Diversification unit's contribution
was 11.0 percent, or EUR51.3 million.

Group Profitability Rises

The consolidated pre-tax profit grew 34.7 percent in the first
quarter, to EUR67.5 million.  This significant rise is a result
of both the substantial increase in revenues and the improvement
in the financial result.  The consolidated net profit for the
period was also up significantly.  The consolidated profit grew
32.2 percent to EUR40.6 million.  The pre-tax profit margin grew
2.7 percentage points to 13.5 percent (Q1 2006: 10.8 percent).

The Group's total costs for the first quarter of 2007 grew 6.2
percent, to EUR432.2 million.  The higher operating costs
resulted in part from an increase in personnel expenses, and in
part from higher expenses for programming and materials, which
are likewise included in cost of sales, selling expenses and
administrative expenses.

           Higher Advertising Revenues Push Up Revenues
                   in Free TV Core Business

Both revenues and earnings performed very well in the Free TV
segment in the first quarter of 2007.  Significantly higher
advertising revenues provided the main impetus for growth.  In
the first three months of the year, external revenues grew 5.9
percent, to EUR438.6 million.  The segment's total revenues
gained 7.4 percent, to reach EUR456.4 million.  The operating
profit came to EUR63.3 million, 27.9 percent above the prior
year's level.  Although costs were up slightly, EBITDA also grew
more than proportionately to reach EUR70.6 million - up 25.8
percent from a year earlier.  Higher expenses for programming
and materials and higher personnel expenses were responsible for
the moderate increase in costs.

Sat.1 Revenues and Profitability Rise

Revenues rose further at Sat.1 in the first quarter of 2007,
leading to a significant increase in profits. The station's
revenues grew 5.2 percent in the first quarter, to EUR204.2
million. The increase resulted in part from higher advertising
revenues, and in part from higher proceeds from internal
programming sales. The pre-tax profit grew 34.5 percent, to
EUR44.1 million. EBITDA came to EUR42.8 million, 27.4 percent
above last year's equivalent. Sat.1 management is working on a
variety of new formats to strengthen the station's ratings that
weakened in Q1 versus Q1 last year.

ProSieben Revenues Up

ProSieben got off to a good start in the new fiscal year.  The
station's revenues grew further in the first quarter, while they
were still declining in the first quarter of 2006.  Better
programming performance and larger audience shares brought a
significant increase in advertising revenues during the period.
A slight rise in proceeds from internal programming sales also
helped increase revenues.  In all, ProSieben recorded revenue
growth of 9.3 percent, to EUR170.6 million. Pre-tax profit and
EBITDA were both down from a year earlier, because of higher
costs for programming and materials. The pre-tax profit was
EUR6.5 million (Q1 2006: EUR7.4 million).  EBITDA reached EUR
6.3 million (Q1 2006: EUR6.9 million).

Growth Course Continues at kabel eins

Profitable growth continued in the new year at kabel eins.
During the first quarter of 2007 the station's revenues climbed
to EUR64.1 million.  Almost all of the 14.9 percent gain in
revenues came from the station's higher advertising revenues.
The substantial increase in revenues also had a positive effect
on earnings.  The pre-tax profit grew 73.0 percent in the first
quarter, to EUR19.9 million.  EBITDA rose at a comparable rate
against the prior-year quarter, to reach EUR19.7 million, a 72.8
percent gain.

N24 Continues Successful Course

News station N24 closed out the first quarter quite
successfully.  A significant increase in TV advertising revenues
underscored the station's position as Germany's leading news
channel.  Total revenues increased 12.8 percent against the same
quarter last year, to EUR22.9 million.  The pre-tax profit was
EUR3.5 million - up 84.2 percent from a year earlier.  The
vigorous improvement in earnings came from the rapid growth in
the station's revenues, which also had a positive influence on
EBITDA.  EBITDA increased 70.0 percent, to EUR3.4 million.

Revenues Rise in Transaction TV segment

The revenue driver in the Transaction TV segment is 9Live,
Germany's leading channel for interactive programming.  In call
TV, its core business, the quiz station generates revenues
primarily through telephone calls. As part of the repositioning
of 9Live as the Group's central service provider for telephone-
based and interactive applications, the iTV unit has been
reported as a part of the Transaction TV segment since January
1, 2007, whereas it was formerly under SevenOne Intermedia.
Pooling interactive operations at 9Live allows the Group to take
advantage of extensive synergies. It also allows the Group to
profit from the station's skills, and emphasizes the importance
the Group attaches to developing the content and techniques of
interactive services.

The segment's external revenues grew 5.0 percent in the first
quarter, to EUR27.1 million. The segment's total revenues gained
5.7 percent, to reach EUR27.7 million. The operating profit was
down 25.4 percent against the same quarter last year, to EUR5.0
million. EBITDA was EUR6.9 million, down 21.6 percent from the
equivalent figure last year. Most of the decline in profits came
from a rise in expenses for programming and materials against
the first quarter of 2006. The reorganisation of the
Diversification unit at the beginning of the year caused these
expenses to rise.

Online and digital services propel Other Diversification segment

The Other Diversification segment's external revenues rose a
substantial 39.6 percent for the first quarter, to EUR35.6
million. The segment's total revenues were up 21.6 percent, to
EUR37.1 million. The principal growth drivers were the online
and gaming business and international programming sales. The
Group also enjoyed successes in its music operations.
Additionally, the video-on-demand and pay TV services that were
launched last year have become important revenue sources. In
addition to organic growth, the full consolidation of solute
GmbH since February 2007 has also had positive effects on
revenue performance. solute operates billiger.de, the second-
largest online price search engine in Germany.

Profits for the Diversification unit were significantly affected
by investing activities. The operating profit was down 27.5
percent to EUR3.7 million, while EBITDA declined 22.0 percent to
EUR4.6 million. This was primarily the consequence of
substantial capital investments to expand the activities of
SevenSenses. SevenSenses began operation last year, and is in
charge of such businesses as the two pay TV stations kabel eins
classics and Sat.1 Comedy, as well as the maxdome video-on-
demand portal.

                  Outlook for 2007 Remains Positive

The economic research institutes project that the upswing in the
German economy will continue this year. The improvement is also
likely to have positive repercussions on the advertising market.
The ProSiebenSat.1 Group continues to assume that the German TV
advertising market will show net growth of 2 to 3 percent. The
Group assumes that its advertising revenues will grow slightly
faster than that in fiscal 2007, provided that the Group's
stations reach the projected audience shares. Additionally, the
expansion of activities in the Diversification unit will have a
positive impact on the Group's revenues and earnings. The Group
will continue its disciplined cost management and expects
operational costs to rise by a low single digit percentage on a
full year basis. Given these conditions, the ProSiebenSat.1
Group expects revenues and earnings, as well as its
profitability, to grow further in fiscal 2007.

                      About ProsiebenSat.1

Headquartered in Munich, Germany, ProsiebenSat.1 Media AG --
http://en.ProsiebenSat1.com/-- broadcasts and produces
television programs through four German language television
channels as well as a range of ancillary activities.  It was
formed in 2000 with the merger of Germany's leading broadcasters
ProSieben Media AG and Sat.1.  It is the largest and most
successful television corporation in Germany with four stations
-- Sat.1, ProSieben, kabel eins and N24.

                           *    *    *

Moody's Investors Service placed on Dec. 19, 2006, the Ba1
senior unsecured and corporate family ratings of ProsiebenSat.1
Media AG on review for possible downgrade.  Moody's also
assigned a Ba1 rating on the company's Senior Unsecured Debt.


PS SCHREINER: Claims Registration Ends June 5
---------------------------------------------
Creditors of PS Schreiner GmbH & Co. KG have until June 5 to
register their claims with court-appointed insolvency manager
Dr. Ulf Martini.

Creditors and other interested parties are encouraged to attend
the meeting at 8:30 a.m. on July 23, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Mannheim
         Area 232
         Second Floor
         West Wing
         Schloss
         68149 Mannheim
         Germany

The Court will also verify the claims set out in the insolvency
manager's report during this meeting, while creditors may
constitute a creditors' committee or opt to appoint a new
insolvency manager.

The insolvency manager can be reached at:

         Dr. Ulf Martini
         E 3, 16
         68159 Mannheim
         Germany
         Tel: 0621/40171500

The District Court of Mannheim opened bankruptcy proceedings
against PS Schreiner GmbH & Co. KG on May 1.  Consequently, all
pending proceedings against the company have been automatically
stayed.

The Debtor can be reached at:

         PS Schreiner GmbH & Co. KG
         Peter Schlottermueller
         Konzstr. 9
         68169 Mannheim
         Germany


SCHNEIDER GMBH: Claims Registration Ends June 18
------------------------------------------------
Creditors of Schneider GmbH have until June 18 to register their
claims with court-appointed insolvency manager Jens Wilhelm V.

Creditors and other interested parties are encouraged to attend
the meeting at 9:10 a.m. on July 17, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Hannover
         Hall 226
         Second Upper Floor
         Service Bldg.
         Hamburger Allee 26
         30161 Hannover
         Germany

The Court will also verify the claims set out in the insolvency
manager's report during this meeting, while creditors may
constitute a creditors' committee or opt to appoint a new
insolvency manager.

The insolvency manager can be reached at:

         Jens Wilhelm V
         Hohenzollernstrasse 53
         30161 Hannover
         Germany
         Tel: 0511 696846-0
         Fax: 0511 696846-79

The District Court of Hannover opened bankruptcy proceedings
against Schneider GmbH on April 30.  Consequently, all pending
proceedings against the company have been automatically stayed.

The Debtor can be reached at:

         Schneider GmbH
         Attn: Ines Schneider, Manager
         Max-Planck-Str. 4 B
         31535 Neustadt
         Germany


SEEBAUER ROHRBIEGETECHNIK: Claims Registration Ends June 5
----------------------------------------------------------
Creditors of Seebauer Rohrbiegetechnik GmbH have until June 5 to
register their claims with court-appointed insolvency manager
Florian Schott.

Creditors and other interested parties are encouraged to attend
the meeting at 1:30 p.m. on July 17, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Weiden i.d.OPf.
         Room 227/II
         Law Courts
         Ledererstrasse Nr. 9
         Weiden i.d.OPf.
         Germany

The Court will also verify the claims set out in the insolvency
manager's report during this meeting, while creditors may
constitute a creditors' committee or opt to appoint a new
insolvency manager.

The insolvency manager can be reached at:

         Florian Schott
         Postgasse 1
         92637 Weiden i.d.OPf.
         Tel: 0961-39031-0
         Fax: 0961-39031-22

The District Court of Weiden i.d.OPf.opened bankruptcy
proceedings against Seebauer Rohrbiegetechnik GmbH on May 1.
Consequently, all pending proceedings against the company have
been automatically stayed.

The Debtor can be reached at:

         Seebauer Rohrbiegetechnik GmbH
         Etzenrichter Strasse 7
         92729 Weiherhammer
         Germany

         Attn: Jakob Landgraf, Manager
         Ausserer Markt 1
         92705 Leuchtenberg
         Germany


SEMPER MANAGEMENT: Claims Registration Ends June 11
---------------------------------------------------
Creditors of Semper Management GmbH have until June 11 to
register their claims with court-appointed insolvency manager
Rainer Bachert.

Creditors and other interested parties are encouraged to attend
the meeting at 10:20 a.m. on July 9, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Mannheim
         Area 232
         Second Floor
         West Wing
         Schloss
         68149 Mannheim
         Germany

The Court will also verify the claims set out in the insolvency
manager's report during this meeting, while creditors may
constitute a creditors' committee or opt to appoint a new
insolvency manager.

The insolvency manager can be reached at:

         Rainer Bachert
         Hauptstr. 161
         68259 Mannheim
         Germany
         Tel: 0621/43288990

The District Court of Mannheim opened bankruptcy proceedings
against Semper Management GmbH on May 1.  Consequently, all
pending proceedings against the company have been automatically
stayed.

The Debtor can be reached at:

         Semper Management GmbH
         Attn: Semahi Patir, Manager
         R 3, 4-5
         68161 Mannheim
         Germany


SGL CARBON: Moody's Rates Proposed EUR175 Mln Notes at (P)Ba1
-------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba1 rating to the
proposed EUR175 million senior guaranteed notes to be issued by
SGL Carbon AG.

In accordance with the LGD methodology, Moody's also assign LGD
assessment of LGD5 (83%) to EUR200 million convertible notes
(rated (P)Ba3 on May 2, 2007) and LGD assessment LGD2 (29%) to
the proposed EUR175 million notes.

The notes form a part of 2007 refinancing that comprises EUR200
million senior secured bank facilities, EUR200 million senior
unsecured convertible notes as well as the proposed EUR175
million notes.  The proceeds of the facilities are expected to
be used to refinance the existing EUR270 million notes and
remaining legacy bank facilities.  Following the refinancing,
Moody's will withdraw the ratings of the legacy instruments.

The (P)Ba1 rating and LGD assessment of 2 (29%) on the proposed
EUR175 million notes reflect the position of the instrument in
the financial structure parri pasu with the new bank facilities,
as well as the existence of the senior unsubordinated guarantees
provided by the key operating subsidiaries.

Moody's last rating action on SGL was on May 2, 2007, when the
rating agency upgraded the corporate family rating of the group
one notch to Ba2 and assigned (P)Ba3 rating to its EUR200
million convertible notes.

The stable outlook assigned to the ratings reflects Moody's
expectation of sustained resilience in the performance and
continuous prudent balance sheet management.

Registered in Germany, SGL Carbon is one of the leading
international manufacturers of carbon and graphite-based
products.  For the twelve months ended Dec. 31, 2006, SGL Carbon
reported revenues of EUR1.1 billion and EBITDA of EUR192
million.


TRW AUTOMOTIVE: Fitch Rates New Sr. Sec. Credit Facility at BB+
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to TRW Automotive
Inc.'s new senior secured revolving credit facility, new senior
secured term loan A facility and new senior secured term loan B
facility.

The new bank lines replace the existing senior secured bank
lines and as such, do not affect the current ratings or Rating
Outlook.

In addition, Fitch is withdrawing its issue ratings on the
9-3/8% senior notes due 2013 ('BB-'), the 10-1/8% senior Euro
notes due 2013 ('BB-'), the 11% senior subordinated notes due
2013 ('B+') and the 11-3/4% senior subordinated Euro notes due
2013 ('B+') following the tender of substantially all of the
notes.

The current ratings of TRW Automotive Holdings Corp. and TRW
Automotive, Inc. are:

TRW Automotive Holdings Corp.

    -- Issuer Default Rating 'BB';

TRW Automotive Inc.

    -- Issuer Default Rating 'BB';
    -- Senior secured revolving credit facility 'BB+';
    -- Senior secured term loan A facility 'BB+';
    -- Senior secured term loan B facility 'BB+';
    -- Senior unsecured notes 'BB-'.

Fitch's rating actions affect approximately $4 billion in total
debt, including the undrawn revolving credit facility.  The
Rating Outlook is Stable.

TRW announced that it is refinancing $2.5 billion in existing
bank facilities with the same amount in new facilities.  The new
credit facilities include a $1.4 billion revolving credit
facility, a $600 million tranche A-1 term loan and a $500
million tranche B-1 term loan.  The new bank lines closed on
May 9, 2007.

The new credit agreement lowers TRW's cost of capital, extends
maturities and loosens covenants.  Interest rates for the
revolver and tranche A-1 term loan are based on LIBOR plus an
amount determined by pricing grid based on a Net Leverage Ratio
while the tranche B-1 term loan interest rate is based on LIBOR
plus 1.5% or an alternative base rate plus 0.5%.  TRW's existing
revolver and tranche A term loan matures in January of 2010, the
tranche B and B-2 term loans mature in June 2012 and a tranche E
term loan that matures in October of 2010.  Under the new credit
agreement, the revolver matures five years from the closing
date, the tranche A-1 term loan matures six years after closing
and the tranche B-1 matures six years and nine months from the
closing date.

Financial covenants are slightly less restrictive and include a
minimum interest coverage ratio and a maximum net leverage
ratio.  The net leverage ratio takes unrestricted cash in excess
of $100 million and up to $500 million and nets it against debt
to determine the ratio.  The current facility uses gross debt in
the calculation.

Fitch's ratings reflect TRW's relatively diverse customer base,
global manufacturing presence, as well as the company's
technology-driven products.  Operating efficiency, a substantial
book of business outside of North America and continued healthy
demand for safety related products partially offsets significant
declines in North American manufacturers' volumes as well as
industry cost challenges.  The company's margins remain at the
high end of the automotive supply chain.  Healthy margins and
liquidity should provide TRW with a buffer if industry
fundamentals were to erode materially.  Even when assuming
adverse economic and industry conditions through 2007, Fitch
expects TRW to generate free cash flow, although debt reduction
could be limited in such a scenario.

Fitch's concerns include debt levels, margin pressures from
price competition and raw materials, customers' production
volumes, potential work stoppages due to customers' critical
union negotiations, and a financially stressed base of suppliers
other than TRW.

Including the cash and marketable securities balance of $589
million, total liquidity at the end of the fourth-quarter 2006
(4Q06) was approximately $1.7 billion.  Also at the end of 4Q06,
TRW had approximately $830 million of availability under its
current revolver after $70 million in outstanding letters of
credit.  As of Dec. 31, 2006, there were no outstanding balances
on any of TRW's accounts receivable (A/R) programs.  Under the
U.S. A/R securitization facility, approximately $191 million of
receivables was eligible for borrowings and about $104 million
would have been available for funding.  After giving effect to a
January 2007 amendment to the A/R facility, $196 million would
have been available for funding.  In addition, approximately
EUR140 million and GBP11 million were available under
uncommitted European facilities.


WILHELM SYRING: Creditors' Meeting Slated for July 3
----------------------------------------------------
The court-appointed insolvency manager for Wilhelm Syring GmbH,
Reinhard Bohlig, will present his first report on the Company's
insolvency proceedings at a creditors' meeting at 11:00 a.m. on
July 3.

The meeting of creditors and other interested parties will be
held at:

         The District Court of Fritzlar
         Meeting Room Area 15
         Building A
         Schladenweg 1
         34560 Fritzlar
         Germany

The Court will also verify the claims set out in the insolvency
manager's report at 11:00 a.m. on Sept. 5 at the same venue.

Creditors have until June 15 to register their claims with the
court-appointed insolvency manager.

The insolvency manager can be reached at:

         Reinhard Bohlig
         Briloner LandstraŠe 14
         34497 Korbach
         Germany
         Tel: 05631/950970
         Fax: 05631/950919

The District Court of Fritzlar opened bankruptcy proceedings
against Wilhelm Syring GmbH on May 1.  Consequently, all pending
proceedings against the company have been automatically stayed.

The Debtor can be reached at:

         Wilhelm Syring GmbH
         Bruch 18
         34537 Bad Wildungen
         Germany


WOLFENBUETTELER BACKHAUS: Claims Registration Ends June 22
----------------------------------------------------------
Creditors of Wolfenbuetteler Backhaus Goldhorn GmbH have until
June 22 to register their claims with court-appointed insolvency
manager Peter Steuerwald.

Creditors and other interested parties are encouraged to attend
the meeting at 10:30 a.m. on July 18, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Braunschweig
         E 01
         Martinikirche 8
         38100 Braunschweig
         Germany

The Court will also verify the claims set out in the insolvency
manager's report during this meeting, while creditors may
constitute a creditors' committee or opt to appoint a new
insolvency manager.

The insolvency manager can be reached at:

         Peter Steuerwald
         Bruchtorwall 6
         D 38100 Braunschweig
         Germany
         Tel: (05 31) 2 44 80 30
         Fax: (05 31) 2 44 80 80
         E-mail: psteuerwald@hausherr-steuerwald.de

The District Court of Braunschweig opened bankruptcy proceedings
against Wolfenbuetteler Backhaus Goldhorn GmbH on May 1.
Consequently, all pending proceedings against the company have
been automatically stayed.

The Debtor can be reached at:

         Wolfenbuetteler Backhaus Goldhorn GmbH
         Attn: Ulrike Mayer, Manager
         Sommerfeld 7
         38304 Wolfenbuettel
         Germany


WOLFRAM BUEREN: Claims Registration Period Ends May 29
------------------------------------------------------
Creditors of Wolfram Bueren GmbH have until May 29 to register
their claims with court-appointed insolvency manager Horst
Piepenburg.

Creditors and other interested parties are encouraged to attend
the meeting at 10:10 a.m. on June 19, at which time the
insolvency manager will present his first report on the
insolvency proceedings.

The meeting of creditors will be held at:

         The District Court of Kleve
         Meeting Hall C 58
         Ground Floor
         Schlossberg 1
         47533 Kleve
         Germany

The Court will also verify the claims set out in the insolvency
manager's report during this meeting, while creditors may
constitute a creditors' committee or opt to appoint a new
insolvency manager.

The insolvency manager can be reached at:

         Horst Piepenburg
         Heinrich-Heine-Allee 20
         40213 Duesseldorf
         Germany
         Tel: 0211/492240
         Fax: 0211/4922487

The District Court of Kleve opened bankruptcy proceedings
against Wolfram Bueren GmbH on May 1.  Consequently, all pending
proceedings against the company have been automatically stayed.

The Debtor can be reached at:

         Wolfram Bueren GmbH
         Loewensteg 13-15
         47665 Sonsbeck
         Germany

         Attn: Wolfram Bueren
         Prozessionsweg 4
         47608 Geldern
         Germany


=============
H U N G A R Y
=============


WARNER MUSIC: Incurs US$27 Million Net Loss in Second Quarter
-------------------------------------------------------------
Warner Music Group Corp. reported a net loss of US$27 million
for the second quarter ended March 31, 2007.  It had a net loss
in the second quarter of fiscal 2006 of US$7 million.  For the
second quarter of fiscal 2007, revenue slipped to US$784 million
from US$796 million in the same period last year.

"We are in the midst of transforming Warner Music Group to a
music-based content company," said Edgar Bronfman, Jr., Warner
Music Group's chairman and chief executive officer.  "Despite
tough comparisons to last year and a challenging industry
environment, we achieved some important successes this quarter.
We gained album share in the largest global music market, the
U.S., achieved double-digit revenue growth in the second largest
global music market, Japan, sustained our digital leadership
position, and concluded new partnerships.  Perhaps most
significantly, we advanced our initiatives to maximize the value
of our content and to diversify our revenue streams.  Essential
to the on-going success of those business initiatives, we are in
the process of realigning the organization to more effectively
deploy our resources to growth areas, such as digital and video
distribution.  By helping us manage physical costs, while
redeploying our resources and ongoing investments towards new
business initiatives, this realignment will ensure a successful
transformation in an evolving music industry, not just for this
year or the next, but for years to come."

Michael Fleisher, Warner Music Group's executive vice president
and chief financial officer, added, "Our realignment initiatives
are designed to improve our effectiveness, flexibility,
structure and performance.  Between now and the end of the
fiscal year, we expect to incur one-time restructuring and
implementation charges ranging from US$65 million to US$80
million."

                      Second-Quarter Results

The decline in revenue for the second quarter 2006 was driven by
difficult Recorded Music comparisons against our very strong
second quarter last year.  In addition, the recorded music
industry remains challenged by piracy and changing consumption
patterns in the shift from physical sales to new forms of
digital music.  On a constant-currency basis, quarterly revenue
fell 5%. Declines in our physical Recorded Music revenue were
only partially offset by increases in Music Publishing and
digital Recorded Music revenue.  Domestic revenue was relatively
flat while international revenue was down 4%, or 11% on a
constant-currency basis.

Operating income for the quarter dropped to US$19 million from
US$45 million in the prior-year quarter and operating margin was
down 3.2 percentage points to 2.4%. Adjusted to exclude Non-
Recurring Items, operating income for the quarter declined 22%
to US$35 million and operating margin was down 1.2 percentage
points to 4.5%.

As of March 31, 2007, the company's balance sheet showed total
assets of US$4.5 billion, total liabilities of US$4.5 billion,
and total stockholders' equity of US$4 million.  Its accumulated
deficit as of March 31, 2007, grew to US$564 million from US$516
million as of Sept. 30, 2006.

The company's March 31 balance sheet also showed strained
liquidity with total current assets of US$1.2 billion available
to pay total current liabilities of US$1.8 billion.

The company reported a cash balance of US$362 million, total
long-term debt of US$2.3 billion and net debt or total long-term
debt minus cash of US$1.9 billion, all as of March 31, 2007.

Full-text copies of the company's 2007 second quarter report are
available for free at http://ResearchArchives.com/t/s?1eb8

                     About Warner Music Group

Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/--  
is a music company that operates through numerous international
affiliates and licensees in more than 50 countries, including
the Philippines.

                          *     *     *

In March 2007, Standard & Poor's Ratings Services placed its
ratings on Warner Music Group Corp., including the 'BB-'
corporate credit rating, on CreditWatch with negative
implications, following the company's statement that it is
exploring a possible merger agreement with EMI Group PLC (BB-
/Watch Neg/B).

Warner Music Group Corp. carries Fitch Ratings' BB- issuer
default rating assigned in May 2006.


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


DALI CAPITAL: Moody's Lifts Rating on Series 23 Notes to Ba2
------------------------------------------------------------
Moody's has upgraded the rating to Ba2 from Ba3 of the Series 23
RUR7,000,000,000 Secured Fixed Rate Notes due Sept. 30, 2009
issued by Dali Capital PLC.

This rating action follows the rating upgrade to Ba2 from Ba3 of
the Rouble denominated loan between Barclays Bank PLC and
Rosbank, in which these notes represent a whole sub-
participation.

Dali Capital PLC is a special purpose company located in Ireland
for the purpose of repackaging debt securities.


ISOFT GROUP: Steps Down as Director of Irish Subsidiary
-------------------------------------------------------
Stephen Graham has permanently resigned from the board of iSoft
Business Solutions (Ireland) Ltd., a subsidiary of iSoft Group
plc, effective April 24, 2007, Laura Noon of The Irish
Independent reports citing documents from the Companies Office.

As previously reported in the TCR-Europe on March 30, Mr. Graham
was earlier dismissed as director of parent firm iSoft Group
PLC.

The company disclosed that along with his dismissal, Mr. Graham
also ceased to be its employee.

According to a company spokesman, there had been a time lag
between Mr. Graham's departure and his resignation from the
Irish board because "leaving iSoft didn't automatically remove
Mr. Graham from the boards of the other companies."

The board of iSoft suspended Mr. Graham on Aug. 8, following an
initial investigation into possible accounting irregularities in
the financial years ended April 30, 2004, and 2005.

iSoft believes it is proper for Mr. Graham to leave before the
probe ends as the investigation is likely to last more than a
year not just for a few a months as originally expected, The
Irish Independent relates.

                        Accounting Probe

In June 2006, the Group disclosed a change in accounting
policy, as a consequence of which it became necessary to review
revenue recognition in prior years, in order to re-state some
prior year revenues.  Arising out of that review, a number of
possible accounting irregularities came to light in which it
appears that some revenues reported in 2003/04 and 2004/05 may
have been recognized earlier than they should have been.

On July 20, 2006, the Group engaged its auditors, Deloitte &
Touche LLP, to conduct a formal initial investigation into these
possible irregularities.  In August 2006, it was confirmed that
there were indeed matters that needed further investigation and
the company handed over relevant documents to the Financial
Services Authority, which is now conducting further
investigations.

On Oct. 25, 2006, the Accountancy Investigation and Discipline
Board disclosed that it would conduct its own investigation.
The AIDB investigation is a review of the conduct of those
members of accountancy bodies that are regulated by the AIDB who
were executive or non-executive directors of iSOFT during the
relevant periods, and RSM Robson Rhodes LLP, iSOFT's auditor for
the financial years ended April 30 2003, 2004 and 2005.

All current executive directors of iSOFT who are members of
those accountancy bodies were appointed after the dates under
investigation, as was the non-executive director who is
currently chairman of the audit committee.  The initial
investigation into possible accounting irregularities --
conducted by the Group's current auditors, Deloitte & Touche
LLP, in July and August 2006 -- did not uncover evidence that
any of the current non-executive directors had any knowledge of
the irregularities.

                          About iSOFT

Headquartered in Manchester, United Kingdom, iSOFT Group plc
-- http://www.isoftplc.com/-- supplies advanced medical
software applications for the healthcare sector.  Its products
are used by more than 8,000 organizations in 27 countries for
managing patient information and driving improvements in
healthcare services.  In international markets, the group has a
strong presence in the Asia-Pacific, including Singapore and
India.

                          *     *     *

                      Going Concern Doubt

At Oct. 31, 2006, the company's board of directors recognized
that there are material uncertainties that may cast significant
doubt on the Group's ability to continue as a going concern.


SCOTTISH RE: Fitch Revises Low-B Ratings Watch to Positive
----------------------------------------------------------
Fitch Ratings has revised the Rating Watch on these ratings of
Scottish Re Group Ltd. (NYSE:SCT) to Positive from Evolving:

    -- Issuer Default Rating (IDR) 'B+';
    -- 7.25% Non-cumulative perpetual preferred stock 'B-/RR6'.

The Rating Watch on SCT was revised following the completion of
the US$600 million investment transaction with MassMutual
Capital Partners LLC, and affiliates of Cerberus Capital
Management, L.P.

Following upcoming meetings with management, including
representatives from MassMutual Capital and Cerberus, Fitch
expects to review SCT's financial, business and operating
profile and plans, following the investment cited above.
Following this review, which is expected to be completed within
the month of May, Fitch may resolve the Rating Watch by
upgrading SCT's ratings or affirming them with a Stable Outlook.

Fitch also placed these ratings on Rating Watch Positive from
Rating Watch Evolving:

Scottish Annuity & Life Insurance Company (Cayman) Limited

    -- Insurer financial strength rating 'BB+'.

Scottish Re (U.S.) Inc.

    -- IFS 'BB+'.

Scottish Re Limited

    -- IFS 'BB+'.

Stingray Pass Through Trust

    -- US$325 million 5.902% collateral facility securities due
       Jan. 12, 2015 'BB+'.


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


FIAT SPA: Buys Back 2.9 Million Ordinary Shares
-----------------------------------------------
Within the frame of the buy back program announced on April 5,
Fiat S.p.A. purchased 2.9 million Fiat ordinary shares at the
average price of EUR21.57 including fees on May 3.

From the start of the buy back program on April 24, the total
number of shares purchased by Fiat, amounts to 7,426,000 for a
total invested amount of EUR157.6 million.

                  Share Repurchase Program

On April 5, Fiat stockholders authorized the purchase and
disposition of own shares.

The program, aimed at servicing stock options plans and at the
investment of liquidity, refers to a maximum number of own
shares of the three classes of stock which shall not exceed 10%
of the capital stock and a maximum aggregate amount of EUR1.4
billion and will be carried out on the regulated market as:

   -- it will become effective on April 10, 2007, and end on
      Dec. 31, 2007, or once the maximum amount of EUR1.4
      billion or a number of shares equal to 10% of the capital
      stock is reached;

   -- the maximum purchase price will not exceed 10% of the
      reference price reported on the Stock Exchange on the day
      before the purchase is made;

   -- the maximum number of shares purchased daily will not
      exceed 20% of the total daily trading volume for each
      class of shares.

                        About Fiat S.p.A.

Headquartered in Turin, Italy, Fiat S.p.A. --
http://www.fiatgroup.com/-- manufactures and sells automobiles,
commercial vehicles, and agricultural and construction
equipment.  It also manufactures, for use by the company's
automotive sectors and for sale to third parties, other
automotive-related products and systems, principally power
trains (engines and transmissions), components, metallurgical
products and production systems.  Fiat's creditors include Banca
Intesa, Banca Monte dei Paschi di Siena, Banca Nazionale del
Lavoro, Capitalia, Sanpaolo IMI, and UniCredito Italiano.

Fiat operates in Argentina, Australia, Austria, Belgium, Brazil,
Bulgaria, China, Czech Republic, Denmark, France, Germany,
Greece, Hungary, India, Ireland, Italy, Japan, Lituania,
Netherlands, Poland, Portugal, Romania, Russia, Singapore,
Spain, among others.

                          *     *     *

As reported in the TCR-Europe on April 10, 2007, Moody's
confirmed its Ba2 Corporate Family Rating for Fiat S.p.A.

Standard & Poor's Ratings Services raised its long-term
corporate credit rating on Italian industrial group Fiat S.p.A.
to 'BB' from 'BB-'.  At the same time, Standard & Poor's
affirmed its 'B' short-term rating on Fiat.  S&P said the
outlook is stable.

Fitch Ratings changed Fiat S.p.A.'s Outlook to Positive from
Stable.  Its Issuer Default rating and senior unsecured rating
are affirmed at BB-.  The Short-term rating is affirmed at B.
Around EUR6 billion of debt is affected by this rating action.


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


ARMASH LLP: Creditors Must File Claims by June 6
------------------------------------------------
The Specialized Inter-Regional Economic Court of Kostanai has
declared LLP Armash insolvent.

Creditors have until June 6 to submit written proofs of claim
to:

         The Specialized Inter-Regional
         Economic Court of Kostanai
         Room 321
         Baitursynov Str. 95
         Kostanai
         Kazakhstan


JAN LLP: Creditors' Claims Due June 6
-------------------------------------
The Specialized Inter-Regional Economic Court of West Kazakhstan
Region has declared LLP Jan insolvent.

Creditors have until June 6 to submit written proofs of claim
to:

         The Specialized Inter-Regional
         Economic Court of West Kazakhstan Region
         Moldagulova Str. 9-18
         Uralsk
         West Kazakhstan Region
         Kazakhstan
         Tel: 8 (3112) 51-77-10


KULSARY-SU LLP: Proof of Claim Deadline Slated for June 6
---------------------------------------------------------
The Specialized Inter-Regional Economic Court of Atyrau has
declared LLP Kulsary-Su insolvent.

Creditors have until June 6 to submit written proofs of claim
to:

         The Specialized Inter-Regional
         Economic Court of Atyrau
         Third Floor
         Abai Str. 10a
         Atyrau
         Kazkahstan


ODA-STORY LLP: Claims Registration Ends June 8
----------------------------------------------
The Specialized Inter-Regional Economic Court of South
Kazakhstan Region has declared LLP Construction Company
Oda-Stroy insolvent.

Creditors have until June 8 to submit written proofs of claim
to:

         The Specialized Inter-Regional
         Economic Court of South Kazakhstan Region
         Ilyaev Str. 24
         Shymkent
         South Kazakhstan
         Kazakshtan


RICKS LLP: Claims Filing Period Ends June 6
-------------------------------------------
The Specialized Inter-Regional Economic Court of West Kazakhstan
Region has declared LLP Ricks insolvent.

Creditors have until June 6 to submit written proofs of claim
to:

         The Specialized Inter-Regional
         Economic Court of West Kazakhstan Region
         Moldagulova Str. 9-18
         Uralsk
         West Kazakhstan Region
         Kazakhstan
         Tel: 8 (3112) 51-77-10


SERVICE-JOLSHY LLP: Creditors Must File Claims by June 6
--------------------------------------------------------
The Specialized Inter-Regional Economic Court of Atyrau has
declared LLP Service-Jolshy insolvent.

Creditors have until June 6 to submit written proofs of claim
to:

         The Specialized Inter-Regional
         Economic Court of Atyrau
         Third Floor
         Abai Str. 10a
         Atyrau
         Kazkahstan


V&I PARITY: Creditors' Claims Due June 6
----------------------------------------
The Specialized Inter-Regional Economic Court of Kostanai has
declared LLP V&I Parity insolvent.

Creditors have until June 6 to submit written proofs of claim
to:

         The Specialized Inter-Regional
         Economic Court of Kostanai
         Room 321
         Baitursynov Str. 95
         Kostanai
         Kazakhstan


VICTORIA COMPANY: Proof of Claim Deadline Slated for June 8
-----------------------------------------------------------
The Specialized Inter-Regional Economic Court of South
Kazakhstan Region has declared LLP Victoria Company insolvent.

Creditors have until June 8 to submit written proofs of claim
to:

         The Specialized Inter-Regional
         Economic Court of South Kazakhstan Region
         Ilyaev Str. 24
         Shymkent
         South Kazakhstan
         Kazakshtan


===================
K Y R G Y Z S T A N
===================


ASIAPLAST LLC: Claims Filing Period Ends June 22
------------------------------------------------
LLC Asiaplast has declared insolvency.  Creditors have until
June 22 to submit written proofs of claim to:

         LLC Asiaplast
         Suyumbaev Str. 142
         Bishkek
         Kyrgyzstan
         Tel: (+996 312) 29-06-09


IMPEX ALKO: Creditors Must File Claims by June 8
------------------------------------------------
LLC Impex Alko Trade has declared insolvency.  Creditors have
until June 8 to submit written proofs of claim to:

         LLC Impex Alko Trade
         Tolstoy Str. 9
         Bishkek
         Kyrgyzstan


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


EVRAZ GROUP: Buys 29.2% Stake in Highveld Steel for US$238 Mil.
---------------------------------------------------------------
Evraz Group S.A. has purchased a 29.2% stake in Highveld Steel
and Vanadium Corporation from Anglo American plc for US$238
million, thus exercising an option to increase its stake in
Highveld pursuant to an earlier agreement.

In an agreement announced on July 14, 2006, Evraz purchased a
24.9% stake in Highveld from Anglo American.  Evraz had an
option to increase its stake in Highveld once regulatory
approvals are received, including those from competition
authorities in the European Union and South Africa.  Under the
conditions of the clearances granted to Evraz in February and
April 2007 by the European Commission and competition
authorities in South Africa, Evraz has committed to divest
certain Highveld's vanadium production facilities and related
assets, including the Vanchem operations located in Witbank,
Republic of South Africa.  Also, Evraz will grant access to
Highveld's Mapochs Mine, divest its 50% joint venture holdings
in South Africa Japan Vanadium (Proprietary) Ltd. and maintain
existing vanadium feedstock supply agreements with certain
customers.

As of May 4, 2007, Evraz owns approximately 54.1% of all
outstanding shares in Highveld.  Under South African law, Evraz
is required to make a mandatory general offer to all
shareholders of Highveld after its ownership position has
exceeded 35%.  The offer will be made within the next 30
calendar days.

"Through Highveld, Evraz is gaining valuable access to the
growing South African steel and construction sectors which are
expanding, driven by strong demand growth and supported by new
mining, infrastructure and industrial projects.  With the
acquisition of Highveld Steel and Vanadium Corporation Evraz
also becomes the leading player in vanadium globally.  We would
like to reiterate our commitment to advancing black economic
empowerment at Highveld," Alexander Frolov, Evraz's Chairman and
CEO, said.

                          About Evraz

Headquartered in Luxembourg, Evraz Group S.A. (LSE:EVR) --
http://www.evraz.com/-- manufactures and distributes steel and
related products.  In addition, the Company owns and operates
certain mining assets.  Its steel production and mining
facilities are mainly located in the Russian Federation.  It
operates three steel mills in Russia, one mill in the Sverdlovsk
region and two mills in the Kemerovo region.

                          *     *     *

Moody's Investors Service confirmed its Ba3 Corporate Family
Rating for Evraz Group S.A. and assigned a Ba3 Probability-of-
Default Rating.

Moody's also assigned these ratings:

* Issuer: Evraz Group S.A.

                                                     Projected
                          Old Debt New Debt LGD      Loss-Given
   Debt Issue             Rating   Rating   Rating   Default
   ----------             -------  -------  ------   -------

   8.25% Senior Unsecured
   Regular Bond/
   Debenture Due 2015      B2        B2      LGD5     88%

* Issuer: Evraz Securities S.A.

                          Old Debt New Debt LGD      Loss Given
   Debt Issue             Rating   Rating   Rating   Default
   ----------             -------  -------  ------   -------

   10.875% Senior Unsecured
   Regular Bond/
   Debenture Due 2009      B1       Ba3      LGD3     47%

In November 2006, Fitch Ratings affirmed Luxembourg-based Evraz
Group S.A.'s Issuer Default and senior unsecured ratings at BB
and its Short-term rating at B.

At the same time, Fitch has affirmed the ratings of Mastercroft
Ltd., Evraz's core subsidiary with most of its assets
concentrated in Russia- at Issuer Default BB and Short-term B.
Evraz Securities SA's senior unsecured rating is affirmed at BB.
Fitch said the Outlooks on the Issuer Default ratings are
Stable.

Standard & Poor's rated Evraz Group's 8-1/4% notes due November
2015 at B+.


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


HARBOURMASTER CLO 9: Fitch Rates EUR19 Mln Class D Notes at BB
--------------------------------------------------------------
Fitch assigned final ratings to Harbourmaster CLO 9 B.V's issue
of EUR770 million floating-rate notes due 2023.  The
transaction, a European arbitrage collateralized loan
obligation, is a securitization of primarily senior secured
loans.

The ratings assigned are:

   -- EUR254.1 million Class A1T floating-rate notes: 'AAA'
   -- EUR269.5 million Class A1VF floating-rate notes: 'AAA'
   -- EUR46.2 million Class A2 floating-rate notes: 'AAA'
   -- EUR50.05 million Class B floating-rate notes: 'AA'
   -- EUR30.8 million Class C floating-rate notes: 'A'
   -- EUR40.04 million Class D floating-rate notes: 'BBB'
   -- EUR19.25 million Class E floating-rate notes: 'BB'
   -- EUR60.06 million Class F subordinated notes: not rated
   -- EUR3 million Class S combination notes: 'BBB-'

The final ratings of the Class A1 and A2 notes address the
ultimate repayment of principal at maturity and timely payment
of interest, according to the terms of the notes.  For all other
rated Classes of notes, the ratings address the ultimate payment
of principal and interest, including any deferred interest, at
maturity, according to the terms of the notes.  The rating of
the Class S combination note addresses the ultimate payment of
principal from funds received on its components.

The ratings are also based on the credit enhancement provided to
the various Classes of notes, which consists of the subordinated
notes, structural protection covenants and excess spread.
Credit enhancement in the form of subordination for the Class A1
notes totals 30.26%, and is provided by the Class A2 (6.15%),
Class B (6.67%), Class C (4.10%), Class D (5.33%), Class E
(2.56%) and Class F notes (5.44%).  Some of the EUR60.06 million
proceeds from the subordinated notes are used to pay certain
initial expenses of the issuer and are therefore not available
as subordination.  This transaction is the 11th European CLO to
be managed by Harbourmaster Capital Limited.

The issuer is a company with limited liability, incorporated
under the laws of the Netherlands.  The net proceeds from the
note issuance are used to purchase a portfolio of at least
EUR750.75 million of primarily European senior secured loans and
to fund certain initial expenses.

From the closing date, the issuer may invest up to 40% of the
portfolio notional into non-euro obligations denominated in an
"applicable currency".  These assets will either be asset
swapped with one of the hedging counterparties, or naturally
hedged if denominated in GBP or US$ by a corresponding drawing
in the same currency on the multi-currency Class A1-VF notes.
However, in certain situations, this natural hedge will not
fully cover the FX risk.

The ratings also take into account the quality and diversity of
the portfolio of assets, which are selected by the collateral
manager, Harbourmaster Capital Limited, subject to the
guidelines outlined in the collateral management agreement.  The
said guidelines limit the collateral manager's portfolio
allocations with respect to obligor, industry and asset type.
Fitch assigned Harbourmaster Capital Limited a CDO Asset Manager
Rating of 'CAM2' for leveraged loans in September 2004, which
was affirmed in November 2006, based on the manager's strong
credit underwriting and workout experience.


JUBILEE CDO: Moody's Rates EUR33 Million Class E Notes at Ba3
-------------------------------------------------------------
Moody's assigned definitive long-term ratings to the Notes
issued by Jubilee CDO I-R B.V. a Dutch special purpose company.

The ratings are:

   -- Aaa to the EUR594 million Class A Senior Secured Floating
      Rate Notes due 2024;

   -- Aa2 to the EUR74.25 million Class B Senior Secured
      Floating Rate Notes due 2024;

   -- A3 to the EUR72 million Class C Senior Secured Deferrable
      Floating Rate Notes due 2024;

   -- Baa3 to the EUR43.2 million Class D Senior Secured
      Deferrable Floating Rate Notes due 2024;

   -- Ba3 to the EUR33.75 million Class E Senior Secured
      Deferrable Floating Rate Notes due 2024;

   -- Aa2 to the EUR5 million Class P Combination Notes due
      2024;

   -- A3 to the EUR8 million Class Q Combination Notes due 2024;

   -- A3 to the EUR5 million Class R Combination Notes due 2024;
      and

   -- Aaa to the EUR9 million Class S Combination Notes due
      2024.

The EUR82.8 million Class F Subordinated Notes were issued but
not rated by Moody's.

The ratings of the Class A, B, C, D and E address the expected
loss posed to investors by the legal final maturity on
July 30, 2024.

The ratings of the Class P, Class Q, Class R and Class S
Combination Notes address the expected loss posed to investors
by the legal final maturity as a proportion of the Rated
Balance, where the Rated Balance is equal, at any time, to the
principal amount of the Combination Notes on the closing date
minus the aggregate of all payments made from the closing date
to such date, either through interest or principal payments.

These definitive ratings are based upon:

   1. An assessment of the eligibility criteria and portfolio
      guidelines applicable to the future additions to the
      portfolio;

   2. The protection against losses through the subordination of
      the more junior classes of notes to the more senior
      classes of notes;

   3. The currency swap transactions, which insulate Jubilee CDO
      I-R B.V. from the volatility of the foreign currency
      exchange rates, for Non-Euro denominated obligations;

   4. The expertise of Alcentra Limited as loan manager; and

   5. The legal and structural integrity of the issue.

This transaction exposes investors to an portfolio of high yield
loans and bonds related to mostly European corporate issuers in
a total amount of EUR874.4 million.  This portfolio is
dynamically managed by Alcentra Limited. T he portfolio has been
partially acquired, mostly through the purchase of loans
belonging to the recycled SPV (formerly Jubilee CDO I B.V.), at
the closing date (about 70%) and will be completed during the
ramp-up period in compliance with portfolio guidelines.
Thereafter, the portfolio of loans will be actively managed and
the portfolio manager will have the option to direct the issuer
to buy or sell loans.  Any addition or removal of loans will be
subject to a number of portfolio criteria.

Moody's has applied its binomial expansion method to this
transaction and reflected the expected payments in a cash flow
model.  The model takes into account the portfolio selection
guidelines and most importantly the credit quality (measured
through the rating factor, the recovery rate and the diversity
score) as well as the expected average spread of the portfolio.


KONINKLIJKE AHOLD: Moody's May Upgrade Ba1 Rating After Review
--------------------------------------------------------------
Moody's Investors Service placed the Ba1 Corporate Family Rating
and the Ba1 Senior Unsecured Long-Term Rating of Koninklijke
Ahold N.V. on review for possible upgrade.

The action follows the company's recent announcement that it has
agreed to the disposal of its US Foodservice business to private
equity funds for US$7.1 billion.  Closing date for the
transaction is expected in second half of 2007.  The company has
announced its intention to return EUR3 billion to shareholders,
and EUR2 billion for debt amortization.  Moody's expects the
company's operating margins to show an improvement following the
exit from the lower-margin foodservice business, and for
leverage to fall further in FY2007, assuming the expected debt
pay-down.

The review will focus on:

   (i) the full details of the use of proceeds from the sale;

  (ii) the group's financial policy going forward; and

(iii) operational performance in the US, which will account for
       about 60% of revenues and operating profits after the
       divestment of US Foodservice.

Koninklijke Ahold N.V., based in Amsterdam, is a leading
international food provider, with operations primarily in the US
as well as Europe.  In FY 2006 the company reported revenues and
EBITDA of EUR44.9 billion and EUR2.2 billion, respectively.


ROMPETROL GROUP: Reduced Liquidity Cues S&P to Affirm B- Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Netherlands-based oil refiner and marketer The Rompetrol Group
N.V. to negative from stable.  At the same time, Standard &
Poor's affirmed its 'B-' long-term corporate credit rating on
Rompetrol.

"The outlook revision follows a re-assessment of the company's
liquidity position, in light of poor cash flow generation in
2006," said Standard & Poor's credit analyst Per Karlsson.

Rompetrol's liquidity position is vulnerable, as the company is
reliant on short-term debt.  At year end 2006 short-term debt
was high at US$532 million.  S&P assess' the group's liquidity
position as particularly susceptible in combination with its
weak cash flow generation in 2006.

As the company's interest expenses increased heavily over the
year, as a result of higher debt levels and higher interest
rates, funds from operations declined to a low of US$36 million.
This was far from sufficient to cover working capital outflow of
US$101 million, capital expenditure of US$147 million and
acquisitions worth US$102 million.

"We are further concerned about the company's reduced cash flow
generation in a year that saw good refining margins.  If
Rompetrol does not improve its financial profile, the company
will be in a very weak situation when the industry returns to
more historical levels," Mr. Karlsson said.

Standard & Poor's understands that Rompetrol is actively seeking
to improve its financial profile by simultaneously working to
refinance existing debt and raise equity by selling a minority
stake in its parent company, TRG N.V.  S&P will review any
meaningful improvement in the company's liquidity, capital
structure and FFO in terms of the impact on the rating profile.

Rompetrol plans to continue to invest heavily and has launched a
US$200 million investment program, partly to achieve compliance
with 10 ppm sulphur standards by 2009.  Free operating cash flow
is therefore likely to remain weak over the medium term.


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


GETIN BANK: Fitch Rates EUR350 Million Bonds at BB
--------------------------------------------------
Fitch Ratings has assigned Getin Finance Plc's EUR350 million
bond issue a Long-term rating of 'BB'.

The bonds are issued under GF's EUR1 billion debt issuance
program and are unconditionally and irrevocably guaranteed by
Getin Bank SA.  GB's ratings are Issuer Default 'BB' with Stable
Outlook, Short-term 'B', Individual 'D' and Support '5'.

The bonds are due in May 2009.  Both the bonds and the guarantee
of GB have senior status.  The net proceeds of the issue are
used to fund GB.

GF is a SPV created by GB for the purpose of the above-mentioned
debt issuance program.  GB is 99.35%-owned by Getin Holding, a
privately owned integrated financial group quoted on the Warsaw
Stock Exchange.  At end-2006 the bank's total assets amounted to
PLN11.2bn. GB's business model is based on targeting the rapidly
growing Polish retail banking market and leveraging third-party
distribution channels.


===============
P O R T U G A L
===============


SAGRES STC: Fitch Puts Low-B Ratings on EUR189 Million Notes
------------------------------------------------------------
Fitch Ratings placed SAGRES STC - Explorer 2004 Series 1's Class
T outstanding notes on Rating Watch Negative and affirmed its
Class A2, M, N and O outstanding notes.  The current ratings
are:

   -- EUR275 million Class A2 floating-rate notes, ISIN
      XS0190180678 affirmed at 'AAA'

   -- EUR170 million 'Class M floating-rate notes, ISIN
      XS0190180918 affirmed at AA'

   -- EUR129 million Class N floating-rate notes, ISIN
      XS0190181130 affirmed at 'A-'

   -- EUR136 million 'Class O floating-rate notes, ISIN
      XS0190181213 affirmed at BB+'

   -- EUR53 million Class T fixed-rate notes, ISIN XS0190181486
      'B+' on RWN

Collections over the last 12 months have just been slightly
ahead of Fitch's revised base case. As at March 2007, cumulative
collections stood at EUR1.1 million, which is 101% of Fitch's
revised base case.

The RWN reflects the risk that the current collections may not
be sufficient to guarantee the full payment of principal and
interest of the Class T notes at final legal maturity.  The
Class T notes remain vulnerable unless collections step up
relative to Fitch's revised base case.  Unless the transaction
shows a marked improvement during the next collection period, a
downgrade may be appropriate for the Class T notes.

Future collections should benefit from the measures that have
been implemented recently to improve the transaction's
performance.  However, there is uncertainty concerning the
timing when such benefit materializes.  The placement on RWN
reflects this uncertainty.


=============
R O M A N I A
=============


SBARRO INC: Earns US$9.9 Million in Full Year Ended Dec. 31
-----------------------------------------------------------
Sbarro Inc. disclosed revenues of US$354.4 million for the year
ended Dec. 31, 2006, as compared with revenues of US$348.7
million for the year ended Jan. 1, 2006.

Same-store sales growth was 4.4% for the year ended Dec. 31,
2006.  Net Income was US$9.9 million, for the year ended
Dec. 31, 2006, as compared with US$1.4 million for the year
ended Jan. 1, 2006.

Peter Beaudrault, chairman of the Board of Sbarro commented, "We
are pleased with the continuing improvements in both revenues
and EBITDA that our team has achieved in 2006.  We look forward
to continuing to improve these trends as the team continues to
capitalize on the improvements made system wide over the last
three years."

On Jan. 31, 2007, MidOcean SBR Acquisition Corp., an indirect
subsidiary of MidOcean SBR Holdings LLC, an affiliate of
MidOcean Partners III L.P., and certain of its affiliates merged
with and into the company in exchange for consideration of
US$450 million in cash, subject to certain adjustments.  Upon
consummation of the Merger, Sbarro Holdings LLC, a subsidiary of
Holdings will own all of the outstanding common stock of the
company.

In addition, the former shareholders received a distribution of
the cash on hand in excess of:

    (i) US$11 million, plus

   (ii) all amounts required to be paid in connection with the
        special event bonuses.

Upon consummation of the Merger, the company transferred
interests in certain non-core assets to a newly formed company
owned by certain of our former shareholders.  There was no
additional consideration given for the transfer of these assets
as they were treated as a dividend.  The assets and related
costs that we transferred were:

   -- the interests in 401 Broadhollow Realty Corp. and 401
      Broadhollow Fitness Center Corp., which own the corporate
      headquarters of the company, the fitness center and the
      assets of the Sbarro Cafe located at the corporate
      headquarters;

   -- a parcel of undeveloped real property located in East
      Northport, New York;

   -- the interests in Boulder Creek Ventures LLC and Boulder
      Creek Holdings LLC, which own a 40% interest in a joint
      venture that operates 15 steakhouses under "Boulder Creek"
      and other names; and

   -- the interest in Two Mex-SS LLC, which owns a 50% interest
      in a joint venture that operates two tex-mex restaurants
      under the "Baja Grill" name.

                           About Sbarro

Sbarro Inc. -- http://www.sbarro.com/-- headquartered in
Melville, New York, is a quick service restaurant chain that
serves Italian specialty foods.  As of April 23, 2006, the
company owned and operated 482 and franchised 491 restaurants
worldwide under brand names such as "Sbarro," "Umberto's," and
"Carmela's Pizzeria".  The company announced on June 19, 2006,
its international expansion by opening more than 25 restaurants
in Guatemala, El Salvador, Honduras, The Bahamas and Romania.

                          *     *     *

In February 2007, Standard & Poor's Ratings Services revised its
outlook on Sbarro Inc. to negative from stable.  At the same
time, Standard & Poor's affirmed the company's 'B-' corporate
credit rating and other ratings.

Also in February 2007, Moody's Investors Service assigned the
company a B3 corporate family rating while at the same time
assigned Ba3 senior secured ratings to its proposed bank
facility consisting of a US$25-million 1st lien revolver and a
US$150-million 1st lien term loan.  Additionally, the rating
agency gave a Caa1 rating on the proposed US$150-million senior
unsecured notes and a SGL-3 speculative grade liquidity rating.


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


AGRIZAPCHAST' LLC: Creditors Must File Claims by May 21
-------------------------------------------------------
Creditors of LLC Agrizapchast' have until May 21 to submit
proofs of claim to:

         Y. Ignatenko
         Temporary Insolvency Manager
         Studencheskaya Naberezhnaya Quay 20
         Tambov
         Russia

The Arbitration Court of Tambov will convene at 9:50 a.m. on
Aug. 29 to hear the bankruptcy supervision procedure.  The case
is docketed under Case No. A64-549/07-21.

The Debtor can be reached at:

         LLC Agrizapchast'
         Turmasovo
         Michurinsk
         Tambov
         Russia


BEZHETSK-SEL-MASH: Tver Bankruptcy Hearing Slated for Aug. 22
-------------------------------------------------------------
The Arbitration Court of Tver will convene on Aug. 22 to hear
the bankruptcy supervision procedure on OJSC Bezhetsk-Sel-Mash
(OGRN 1046902000287).  The case is docketed under Case No.
A66-953/2007.

The Temporary Insolvency Manager is:

         V. Udodov
         Temporary Insolvency Manager
         Post User Box 402
         OPS-100
         170100 Tver
         Russia

The Debtor can be reached at:

         OJSC Bezhetsk-Sel-Mash
         Zavdoskaya Str. 1
         Bezhetsk
         Tver
         Russia


BUILDER CJSC: Creditors Must File Claims by May 21
--------------------------------------------------
Creditors of CJSC Builder have until May 21 to submit proofs of
claim to:

         A. Eremin
         Insolvency Manager
         Mira Pr. 101V
         129085 Moscow
         Russia

The Arbitration Court of Moscow commenced bankruptcy proceedings
against the company after finding it insolvent.  The case is
docketed under Case No. A40-20982/06-73-225B.

The Court is located at:

         The Arbitration Court of Moscow
         Novaya Basmannaya Str. 10
         Moscow
         Russia

The Debtor can be reached at:

         CJSC Builder
         Room 1
         Ramenki Str. 8
         119607 Moscow
         Russia


ECOLOGY AND PROGRESS: Bankruptcy Hearing Slated for Sept. 24
------------------------------------------------------------
The Arbitration Court of Moscow will convene on Sept. 24 to hear
the bankruptcy supervision procedure on LLC Ecology and
Progress.  The case is docketed under Case No. A41-K2-3768/07.

The Insolvency Manager is:

         L. Abeyadira
         Nizhegorodskaya Str. 32/15
         109029 Moscow
         Russia

The Court is located at:

         The Arbitration Court of Moscow
         Novaya Basmannaya Str. 10
         Moscow
         Russia

The Debtor can be reached at:

         LLC Ecology and Progress
         Room 145
         Lenina Str. 102A
         Bolshevik
         Serpukhovskiy
         142283 Moscow
         Russia


ELECTRON-SERVICE CJSC: Creditors Must File Claims by May 21
-----------------------------------------------------------
Creditors of CJSC Electron-Service have until May 21 to submit
proofs of claim to:

         A. Bermeshev
         Insolvency Manager
         Post User Box 3942
         Barnaul
         656015 Altay
         Russia

The Arbitration Court of Altay commenced bankruptcy proceedings
against the company after finding it insolvent.  The case is
docketed under Case No. AO3-1078/07-B.

The Court is located at:

         The Arbitration Court of Altay
         Lenina Pr. 76
         Barnaul
         656015 Altay
         Russia

The Debtor can be reached at:

         CJSC Electron-Service
         Predzavodskaya Square 2
         Yarovoe-2
         Altay
         Russia


ELETSKAYA TOBACCO: Creditors Must File Claims by June 21
--------------------------------------------------------
Creditors of LLC Eletskaya Tobacco Factory have until June 21 to
submit proofs of claim to:

         S. Fursov
         Insolvency Manager
         Apartment 120
         Stakhanova Str. 2
         398046 Lipetsk
         Russia

The Arbitration Court of Lipetsk commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. A36-2331/2006.

The Court is located at:

         The Arbitration Court of Lipetsk
         Skorokhodova Str. 2
         398019 Lipetsk
         Russia

The Debtor can be reached at:

         LLC Eletskaya Tobacco Factory
         Lenina Str. 74
         Elets
         Lipetsk
         Russia


EVRAZ GROUP: Buys 29.2% Stake in Highveld Steel for US$238 Mil.
---------------------------------------------------------------
Evraz Group S.A. has purchased a 29.2% stake in Highveld Steel
and Vanadium Corporation from Anglo American plc for US$238
million, thus exercising an option to increase its stake in
Highveld pursuant to an earlier agreement.

In an agreement announced on July 14, 2006, Evraz purchased a
24.9% stake in Highveld from Anglo American.  Evraz had an
option to increase its stake in Highveld once regulatory
approvals are received, including those from competition
authorities in the European Union and South Africa.  Under the
conditions of the clearances granted to Evraz in February and
April 2007 by the European Commission and competition
authorities in South Africa, Evraz has committed to divest
certain Highveld's vanadium production facilities and related
assets, including the Vanchem operations located in Witbank,
Republic of South Africa.  Also, Evraz will grant access to
Highveld's Mapochs Mine, divest its 50% joint venture holdings
in South Africa Japan Vanadium (Proprietary) Ltd. and maintain
existing vanadium feedstock supply agreements with certain
customers.

As of May 4, 2007, Evraz owns approximately 54.1% of all
outstanding shares in Highveld.  Under South African law, Evraz
is required to make a mandatory general offer to all
shareholders of Highveld after its ownership position has
exceeded 35%.  The offer will be made within the next 30
calendar days.

"Through Highveld, Evraz is gaining valuable access to the
growing South African steel and construction sectors which are
expanding, driven by strong demand growth and supported by new
mining, infrastructure and industrial projects.  With the
acquisition of Highveld Steel and Vanadium Corporation Evraz
also becomes the leading player in vanadium globally.  We would
like to reiterate our commitment to advancing black economic
empowerment at Highveld," Alexander Frolov, Evraz's Chairman and
CEO, said.

                          About Evraz

Headquartered in Luxembourg, Evraz Group S.A. (LSE:EVR) --
http://www.evraz.com/-- manufactures and distributes steel and
related products.  In addition, the Company owns and operates
certain mining assets.  Its steel production and mining
facilities are mainly located in the Russian Federation.  It
operates three steel mills in Russia, one mill in the Sverdlovsk
region and two mills in the Kemerovo region.

                          *     *     *

Moody's Investors Service confirmed its Ba3 Corporate Family
Rating for Evraz Group S.A. and assigned a Ba3 Probability-of-
Default Rating.

Moody's also assigned these ratings:

* Issuer: Evraz Group S.A.

                                                     Projected
                          Old Debt New Debt LGD      Loss-Given
   Debt Issue             Rating   Rating   Rating   Default
   ----------             -------  -------  ------   -------

   8.25% Senior Unsecured
   Regular Bond/
   Debenture Due 2015      B2        B2      LGD5     88%

* Issuer: Evraz Securities S.A.

                          Old Debt New Debt LGD      Loss Given
   Debt Issue             Rating   Rating   Rating   Default
   ----------             -------  -------  ------   -------

   10.875% Senior Unsecured
   Regular Bond/
   Debenture Due 2009      B1       Ba3      LGD3     47%

In November 2006, Fitch Ratings affirmed Luxembourg-based Evraz
Group S.A.'s Issuer Default and senior unsecured ratings at BB
and its Short-term rating at B.

At the same time, Fitch has affirmed the ratings of Mastercroft
Ltd., Evraz's core subsidiary with most of its assets
concentrated in Russia- at Issuer Default BB and Short-term B.
Evraz Securities SA's senior unsecured rating is affirmed at BB.
Fitch said the Outlooks on the Issuer Default ratings are
Stable.

Standard & Poor's rated Evraz Group's 8-1/4% notes due November
2015 at B+.


LES-STROY-TORG: Creditors Must File Claims by June 21
-----------------------------------------------------
Creditors of LLC Les-Stroy-Torg (TIN 6153006378) have until
June 21 to submit proofs of claim to:

         N. Pavlov
         Insolvency Manager
         Building 2
         Stolovyj Per. 6
         121069 Moscow
         Russia
         Tel: 203-34-03

The Arbitration Court of Moscow commenced bankruptcy proceedings
against the company after finding it insolvent.  The case is
docketed under Case No. A40-77716/06-74-1160 B.

The Court is located at:

         The Arbitration Court of Moscow
         Novaya Basmannaya Str. 10
         Moscow
         Russia

The Debtor can be reached at:

         LLC Les-Stroy-Torg
         Yana Raynisa Boulevard 1
         125363 Moscow
         Russia


LIVNY-STORY OJSC: Creditors Must File Claims by June 21
-------------------------------------------------------
Creditors OJSC Livny-Stroy have until June 21 to submit proofs
of claim to:

         E. Mikhaylova
         Insolvency Manager
         Leskova Str. 19
         302040 Orel
         Russia

The Arbitration Court of Orel commenced bankruptcy proceedings
against the company after finding it insolvent.  The case is
docketed under Case No. A48-4114/06-166.

The Court is located at:

         The Arbitration Court of Orel
         Gorkogo Str. 42
         302000 Orel
         Russia

The Debtor can be reached at:

         OJSC Livny-Story
         M. Gorkogo Str. 18
         Livny
         Orel
         Russia


NADYMSKAYA INDUSTRIAL: Creditors Must File Claims by May 21
-----------------------------------------------------------
Creditors of CJSC Nadymskaya Industrial-Building Company have
until May 21 to submit proofs of claim to:

         V. Vladimirov
         Insolvency Manager
         Post User Box 98
         Nadym
         629730 Yamalo-Nenetskiy
         Russia

The Arbitration Court of Yamalo-Nenetskiy commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. A81-206/2007.

The Court is located at:

         The Arbitration Court of Yamalo-Nenetskiy
         Chubynina Str. 37A
         Salekhard
         Yamalo-Nenetskiy Autonomous
         Russia

The Debtor can be reached at:

         CJSC Nadymskaya Industrial-Building Company
         Apartment 36
         Zvereva Str. 56
         Nadym
         629730 Yamalo-Nenetskiy
         Russia


NOVOROSSIYSK PORT: Moody's Assigns Ba1 Corporate Family Rating
--------------------------------------------------------------
Moody's assigned a Ba1 Corporate Family Rating to OJSC
Novorossiysk Commercial Sea Port, and a Ba2 rating to the US$
Loan Participation Notes expected to be issued by NCSP's
affiliate, Novorossiysk Port Capital S.A.  The rating outlook of
both companies is stable.

NCSP's Ba1 Corporate Family Rating reflects the combination of
these inputs:

   (1) a Baseline Credit Assessment of 12 (which equates to a
       Ba2 rating on the Moody's rating scale);

   (2) the Baa2 local currency rating of the Government of the
       Russian Federation;

   (3) medium Dependence; and

   (4) low Support.

The final rating is therefore one notch higher than the Baseline
Credit Assessment implied rating.  Moody's adds that the Ba1
Corporate Family Rating further reflects a Probability of
Default Rating of Ba1 and a company-wide Loss Given Default
assessment of 50%.

Moody's explains that the Ba2 rating of the Notes, which are on-
lent to NCSP as senior unsecured obligations, and LGD-4 (65%)
assessment, reflects the Notes' structural subordination, given
that a number of NCSP subsidiaries have senior secured debt.
The rating of the Notes assumes that the senior secured debt
provided by Sberbank to NCSP to acquire a number of subsidiaries
in 2006 is refinanced by a mixture of the Notes and other senor
unsecured obligations, but that the secured debt raised at
certain operating subsidiaries to finance capital expenditure
will remain a feature of NCSP's capital structure.

The Baseline Credit Assessment of 12 reflects:

   (i) NCSP's role as the operator of most of the stevedoring
       capacity at one of Russia's most important seaports under
       a long-term lease arrangement and NCSP's nationwide
       service area;

  (ii) the substantial growth prospects and material capital
       expenditure obligations required to meet this anticipated
       growth, although these are somewhat mitigated by

(iii) the risk that significant year-on-year growth assumptions
       are not achieved; and

  (iv) a capital structure incorporating somewhat shorter debt
       maturities than usual for a major infrastructure borrower
       and modest third-party liquidity.

The Low level of Support (an assessment of the likelihood of the
Government stepping in to avoid a default in the case of need)
reflects the modest level of ownership by the Government of the
Russian Federation and the strategic importance of the Port of
Novorossiysk to Russia, although the latter is counteracted
somewhat by the relatively modest economic importance of NCSP to
the finances of the Government.  The medium dependence reflects
the relatively high exposure NCSP has to oil, which is also an
important driver of the Russian economy, together with other
commodity cargoes which are also to some extent dependent on the
general health of the Russian economy.

NCSP's stable outlook reflects, on the one hand, Moody's
expectation that NCSP will see continued growth in its business
and that capital expenditure programs are appropriate for the
expected growth.  On the other hand, if revenues do not expand
as quickly as anticipated, Moody's believes the rating can
absorb the levels of debt implied by lower growth assumptions.

The rating could be upgraded in the event of a significant
reduction in expected debt levels through strong growth in
revenues underpinned by the reliable establishment of cargo
flows anticipated by NCSP, together with modest additional
future capital expenditure.  However, Moody's does not expect
this to occur within the next 18-24 months.

Furthermore, the substantial elimination of the secured debt
that currently features in certain NCSP subsidiaries -- either
through repayment or refinancing with unsecured debt -- would
likely result in a one-notch upgrade in the senior unsecured
debt to bring it into line with the Corporate Family Rating.

The rating could be downgraded if NCSP fails to generate
material revenue growth and/or NCSP makes significant
investments in non-PoR-related activities that counteracted the
expected effective de-leveraging.

Following this rating action, OJSC Novorossiysk Commercial Sea
Port has these ratings outstanding with a stable outlook:

   -- Corporate Family Rating (Foreign Currency): Ba1.

   -- Corporate Family Rating (Foreign Currency) -- Probability
      of Default Rating: Ba1.

   -- Novorossiysk Port Capital S.A.- US$ Loan Participation
      Notes: Ba2.

   -- Novorossiysk Port Capital S.A.- US$ Loan Participation
      Notes: LGD-4 (65%).

OJSC Novorossiysk Commercial Sea Port provides stevedoring
services at the Port of Novorossiysk, which is located on
Russia's Black Sea Coast. It reported revenues of US$277.3
million for the year ending Dec. 31, 2006, and total assets of
US$1,294.2 million as at that date.


NOVOROSSIYSK OJSC: S&P Assigns BB+ Rating with Stable Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
corporate credit rating and 'ruAA+' Russia national scale rating
to Russian stevedore group OJSC Novorossiysk Commercial Sea
Port.  The outlook is stable.

At the same time Standard & Poor's assigned its 'BB+'
preliminary long-term debt rating to the proposed senior
unsecured loan participation notes -- up to US$300 million -- to
be issued by NCSP's financing vehicle Novorossiysk Port Capital
S.A.  Novorossiysk Port Capital links the notes to an equivalent
loan to NCSP.  The rating is subject to final documentation.

With 2006 reported revenues of US$277 million, NCSP is a group
of stevedore companies operating in the Black Sea port of
Novorossiysk, in the Russian Federation.  Through NCSP,
Novorossiysk is No. 1 among Russian ports by cargo turnover
(80.8 million tons or 20% of the national total).

"The ratings on NCSP reflect its aggressive financial profile
and limited track record as a consolidated group, raising
uncertainties about corporate governance and financial policy,
as significant assets were only consolidated in 2006," said
Standard & Poor's credit analyst Euguene Korovin.

The current ownership and board structure also has a short track
record since its establishment in 2006. Members of two families
jointly control 63% of NCSP, and the government 20%, although
the state enjoys a majority on the board.

These constraints are mitigated by NCSP's strong market
position; Russia's supportive regulatory environment for ports;
the moderate volatility of seaborne commodities traffic through
the economic cycle, and continued growth of Russian external
seaborne trade.

"The rating on the notes reflects the corporate credit rating on
NCSP," added Mr. Korovin.  "It assumes that NCSP will use the
note proceeds to prepay the bulk of its outstanding secured debt
and remove the existing liens in six months from placement, as
required by the issue terms."

NCSP's lease-adjusted debt was US$564 million at year-end 2006.

"We expect NCSP's ongoing investment program to support its
organic cargo turnover growth and result in further
diversification of the cargo mix, which should help mitigate
potentially stronger competitive pressures in the future," said
Mr. Korovin.

Standard & Poor's also expects NCSP's profitability and cash
flow generation to improve on the back of tariff increases
implemented in March 2007 and the launch of new stevedore
capacity after completion of the ongoing expansion projects.

Together with only modest net borrowing, this should translate
into stronger cash flow protection, with funds from operations
to debt of more than 20% in 2007 and thereafter.  Lastly, NCSP's
financial profile should further benefit from the planned notes
placement and refinancing of most of the outstanding bank
facilities.

If NCSP's financial profile does not improve in line with our
expectations, the ratings could come under pressure.
Conversely, evidence of more efficient corporate governance and
a longer track record in terms of NCSP achieving its declared
moderate financial policy targets could create upside potential
for the ratings.


OSETROVSKIY RIVER: Irkutsk Bankruptcy Hearing Slated for Aug. 21
----------------------------------------------------------------
The Arbitration Court of Irkutsk will convene on Aug. 21 to hear
the bankruptcy supervision procedure on OJSC Osetrovskiy River
Port.

The Temporary Insolvency Manager is:

         A. Kulikov
         121009 Irkutsk
         Russia

The Court is located at:

         The Arbitration Court of Irkutsk
         Room 303
         Gagarina Avenue 70
         664025 Irkutsk
         Russia

The Debtor can be reached at:

         OJSC Osetrovskiy River Port
         Polyana
         Peremyshlskiy
         249135 Irkutsk
         Russia


ROSNEFT OIL: Wins Yukos' Samara Assets for RUR165.5 Billion
-----------------------------------------------------------
OAO Rosneft Oil, through its OOO Neft-Aktiv unit, won the
auction for OAO Yukos Oil Co.'s Samara assets on May 10,
outbidding the Versar Company, Itar-Tass reports.

The company offered RUR165.5 billion for the assets from an
initial price of RUR154 billion.

According to Itar-Tass, the assets included in Lot No. 11 are:

   -- 100% in Samaraneftegaz

   -- 100% in the Kuibyshev, Syzran and Novokuibyshev oil
      refineries

   -- 100% in Kuibyshev-Terminal

   -- 100% in Novokuibyshevsk-Terminal

   -- 100% in Syzran-Terminal

   -- 100% in Samaranefteprodukt

   -- 100% in Samara-Terminal

   -- 100% in Imushchestvo-Servis-Samara

   -- 100% in Kinelsky Warehouse

   -- 98.1% in Neftegorsk Gas Processing Factory

   -- 98.1% in Otradny Gas Processing Factory

   -- 75% in Inzerneft

   -- 95.43% in Srednevolzhsky Research Institute for Oil
      Processing

   -- 86.05% in Samaraneftekhimproect

   -- 81% in Samara Research and Production Institute of Oil

   -- 51.17% in Samaraneftegeofizika

   -- 44.28% in Samaraneftekhimavtomatika

   -- 38% in Samaranefteprodukt-Avtomatika and

   -- other assets.

As previously reported in the Troubled Company Reporter-Europe,
Rosneft has acquired other Yukos' assets through its
subsidiaries in a series of auctions that started on March 27.
Notably, its RN-Razvitiye unit repurchased its 9.44% stake from
Yukos on March 27 for RUR197.8 billion; Neft-Aktiv acquired
Yukos' East Siberian assets, which includes major oil production
firm Tomskneft, for RUR177.7 billion.

Rosneft Oil and Gazprom were earlier seen as the most likely
bidders for the bulk of the nearly 200 Yukos assets up for
liquidation, which bankruptcy receiver Eduard Rebgun aims to
sell by August 2007.

Aside from being a potential buyer, Rosneft also holds a
RUR264.6 billion (US$10 billion) claim against Yukos, which
entitled Rosneft a seat in the firm's creditors' committee.

Mr. Rebgun has estimated the firm's assets between US$25.6
billion and US$26.8 billion, minus a possible liquidation
discount of not more than 30%.  As of Jan. 31, claims against
Yukos filed by 68 creditors reached RUR709 billion (US$26.8
billion).

                          About Rosneft

Headquartered in Moscow, Russia, OAO Rosneft Oil Co. --
http://ns.roilcom.ru/english/-- produces and markets petroleum
products.  The Company explores for, extracts, refines and
markets oil and natural gas.  Rosneft produces oil in Western
Siberia, Sakhalin, the North Caucasus, and the Arctic regions of
Russia.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for US$9.35
billion, as payment for US$27.5 billion in tax arrears for 2000-
2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


SAFONOV-GRAIN-PRODUCT: Creditors Must File Claims by June 21
------------------------------------------------------------
Creditors of OJSC Safonov-Grain-Product have until June 21 to
submit proofs of claim to:

         V. Ovchinnikov
         Insolvency Manager
         Tikhvinka 71
         214009 Smolensk
         Russia

The Arbitration Court of Smolensk commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. A62-653-N/05.

The Debtor can be reached at:

         OJSC Safonov-Grain-Product
         Sennoj Pr. 3
         Safonovo
         215500 Smolensk
         Russia


SEL-KHOZ-TEKHNIKA: Creditors Must File Claims by May 21
-------------------------------------------------------
Creditors of CJSC Sel-Khoz-Tekhnika have until May 21 to submit
proofs of claim to:

         V. Kondratyev
         Temporary Insolvency Manager
         Karpuninskaya Str. 28
         Rybinsk
         152909 Yaroslavl
         Russia

The Arbitration Court of Yaroslavl commenced bankruptcy
supervision procedure on the company.  The case is docketed
under Case No. A82-630/07-43-B/10.

The Debtor can be reached at:

         CJSC Sel-Khoz-Tekhnika
         Uglichskaya Str. 47
         Myshkin
         Yaroslavl
         Russia


STREZHEVSKOY BAKERY: Court Names I. Odintsov to Manage Assets
-------------------------------------------------------------
The Arbitration Court of Tomsk appointed I. Odintsov as
Insolvency Manager for OJSC Strezhevskoy Bakery Ear.  He can be
reached at:

         I. Odintsov
         Festivalnaya Str. 16/1
         634059 Tomsk
         Russia

The Court commenced bankruptcy proceedings against the company
after finding it insolvent.  The case is docketed under Case No.
A67-7694/06.

The Court is located at:

         The Arbitration Court of Tomsk
         Kirova Pr. 10
         634050 Tomsk Region
         Russia

The Debtor can be reached at:

         I. Odintsov
         Festivalnaya Str. 16/1
         634059 Tomsk
         Russia


TRANSCREDITBANK: Closes US$350 Million Debut Eurobond Issue
-----------------------------------------------------------
TransCreditBank successfully closed the debut Eurobond issue for
the aggregate amount of US$350 million, which will mature in May
2010.  The coupon rate is set at 7.00%.

TransCreditBank undertook a roadshow in Hong Kong, Singapore,
London and Frankfurt, but had to cut it short by two days due to
exceptional demand for the issue.  With the orderbook closing at
US$2.2 billion, the size of the offering was increased from the
targeted US$250 million-US$300 million to US$350 million, while
achieving an oversubscription of over six times.

The extraordinary investor appetite for this deal saw price
guidance tighten twice during the book-building process.  The
deal, which had an initial price guidance of 7.25-7.50%,
eventually priced at the tight end of revised price guidance of
7.00-7.25% at 7.00%.

The transaction achieved wide geographical and investor
distribution attracting demand from over 150 accounts. UK
accounts were allocated 48% of the issue, 13% went to USA
investors, 11% were bought by Swiss investors, 9% of the issue
were allocated to Asian accounts, Russia was 4%, Europe and
other regions were allocated 15% of the issue.  Banks took-up
34% of the issue, fund managers bought 43%, 13% went to hedge
funds, retail investors bought 6%, corporates and other
investors were allocated 4% of the issue.

The transaction was lead by ABN AMRO Bank and Standard Bank.

"We view borrowings in the international capital markets as a
stable source of resources for funding large scale projects for
our clients.  Successful closing of the deal demonstrates
tremendous interest and trust from international investors to
the bank and our strategic partner JSC Russian Railways,"
TransCreditBank President Pushkin S.N. said.

Headquartered in Moscow, Russia, TransCreditBank reported total
consolidated assets of RUR83.6 billion (US$3.1 billion)
million and total shareholder equity of RUR6.1 billion
(US$234.2 million) in accordance with IFRS as of Dec. 31, 2006.

                        *     *     *

TransCreditBank carries Standard & Poor's BB- long-term issuer
credit and B short-term issuer credit ratings with positive
outlook.


TUIMSKIY FACTORY: Creditors Must File Claims by June 21
-------------------------------------------------------
Creditors of OJSC Tuimskiy Factory of Nonferrous Metals have
until June 21 to submit proofs of claim to:

         L. Sitkina
         Insolvency Manager
         Yubilejnaya Str. 18-53
         Chernogorsk
         655158 Khakasiya
         Russia

The Arbitration Court of Khakasiya commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. A74-4119/2007.

The Court is located at:

         The Arbitration Court of Khakasiya
         Post User Box 147
         Pushkina Str. 165
         Abakan
         655017 Khakasiya
         Russia

The Debtor can be reached at:

         OJSC Tuimskiy Factory of Nonferrous Metals
         Tuim
         Khakasiya
         Russia


YUKOS OIL: Rosneft Wins Samara Assets for RUR165.5 Billion
----------------------------------------------------------
OAO Rosneft Oil, through its OOO Neft-Aktiv unit, won the
auction for OAO Yukos Oil Co.'s Samara assets on May 10,
outbidding the Versar Company, Itar-Tass reports.

The company offered RUR165.5 billion for the assets from an
initial price of RUR154 billion.

According to Itar-Tass, the assets included in Lot No. 11 are:

   -- 100% in Samaraneftegaz

   -- 100% in the Kuibyshev, Syzran and Novokuibyshev oil
      refineries

   -- 100% in Kuibyshev-Terminal

   -- 100% in Novokuibyshevsk-Terminal

   -- 100% in Syzran-Terminal

   -- 100% in Samaranefteprodukt

   -- 100% in Samara-Terminal

   -- 100% in Imushchestvo-Servis-Samara

   -- 100% in Kinelsky Warehouse

   -- 98.1% in Neftegorsk Gas Processing Factory

   -- 98.1% in Otradny Gas Processing Factory

   -- 75% in Inzerneft

   -- 95.43% in Srednevolzhsky Research Institute for Oil
      Processing

   -- 86.05% in Samaraneftekhimproect

   -- 81% in Samara Research and Production Institute of Oil

   -- 51.17% in Samaraneftegeofizika

   -- 44.28% in Samaraneftekhimavtomatika

   -- 38% in Samaranefteprodukt-Avtomatika and

   -- other assets.

As previously reported in the Troubled Company Reporter-Europe,
Rosneft has acquired other Yukos' assets through its
subsidiaries in a series of auctions that started on March 27.
Notably, its RN-Razvitiye unit repurchased its 9.44% stake from
Yukos on March 27 for RUR197.8 billion; Neft-Aktiv acquired
Yukos' East Siberian assets, which includes major oil production
firm Tomskneft, for RUR177.7 billion.

Rosneft Oil and Gazprom were earlier seen as the most likely
bidders for the bulk of the nearly 200 Yukos assets up for
liquidation, which bankruptcy receiver Eduard Rebgun aims to
sell by August 2007.

Aside from being a potential buyer, Rosneft also holds a
RUR264.6 billion (US$10 billion) claim against Yukos, which
entitled Rosneft a seat in the firm's creditors' committee.

Mr. Rebgun has estimated the firm's assets between US$25.6
billion and US$26.8 billion, minus a possible liquidation
discount of not more than 30%.  As of Jan. 31, claims against
Yukos filed by 68 creditors reached RUR709 billion (US$26.8
billion).

                          About Rosneft

Headquartered in Moscow, Russia, OAO Rosneft Oil Co. --
http://ns.roilcom.ru/english/-- produces and markets petroleum
products.  The Company explores for, extracts, refines and
markets oil and natural gas.  Rosneft produces oil in Western
Siberia, Sakhalin, the North Caucasus, and the Arctic regions of
Russia.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for US$9.35
billion, as payment for US$27.5 billion in tax arrears for 2000-
2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


YUKOS OIL: Unitex Wins Petrol Station Assets for RUR12.4 Billion
----------------------------------------------------------------
Royal Dutch Shell and TNK-BP Holding Ltd. lost out to little-
known OOO Unitex in a bid to acquire OAO Yukos Oil Co.'s 537
petrol stations in Russia at yesterday's auction, Tanya Mosolova
writes for Reuters.

Unitex offered RUR12.4 billion or US$484.3 million for the lot,
62 percent more than the RUR7.7 billion price tag set by the
auctioneer.

According to the report, Rosneft failed to register in the
auction but said it was still interested in buying the petrol
station network.  Rosneft spokesman Nikolai Manvelov said a
complicated legal structure for some of the assets delayed the
investment committee's approval of the said purchase, Reuters
relates.  Rosneft, however, won Yukos' Samara assets auctioned
on the same day.

Media reports revealed potential links between Unitex and
Gazprom's banking arm Gazprombank.  Gazprombank has consistently
denied its connection with Unitex.

Unitex participated in the auction for Yukos' East Siberian
assets on May 3, but dropped out after 36 bids on top of a
RUR166.34 billion starting price.  The lot, which consists of
stakes in:

   -- 100% of Tomskneft
   -- 70.78% of Vostsibneftegaz
   -- 5.89% of Yeniseineftegaz
   -- 100% of Angarsk Petrochemical Company
   -- 100% of Achinsk Oil Refinery, and
   -- 100% Angarsk Polymer Plant

went to Rosneft's OOO Neft-Aktiv unit for RUR177.7 billion
instead.

Rosneft Oil and Gazprom were earlier seen as the most likely
bidders for the bulk of the nearly 200 Yukos assets up for
liquidation, which bankruptcy receiver Eduard Rebgun aims to
sell by August 2007.

Aside from being a potential buyer, Rosneft also holds a
RUR264.6 billion (US$10 billion) claim against Yukos, which
entitled Rosneft a seat in the firm's creditors' committee.

Mr. Rebgun has estimated the firm's assets between US$25.6
billion and US$26.8 billion, minus a possible liquidation
discount of not more than 30%.  As of Jan. 31, claims against
Yukos filed by 68 creditors reached RUR709 billion (US$26.8
billion).

                          About Rosneft

Headquartered in Moscow, Russia, OAO Rosneft Oil Co. --
http://ns.roilcom.ru/english/-- produces and markets petroleum
products.  The Company explores for, extracts, refines and
markets oil and natural gas.  Rosneft produces oil in Western
Siberia, Sakhalin, the North Caucasus, and the Arctic regions of
Russia.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for US$9.35
billion, as payment for US$27.5 billion in tax arrears for 2000-
2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


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


FENDER MUSICAL: Moody's Puts B2 Rating on US$200 Mln Senior Loan
----------------------------------------------------------------
Moody's Investors Service upgraded Fender Musical Instrument's
corporate family rating and probability of default rating to B1
from B2 following its improved operating performance and
improved credit metrics.

At the same time Moody's assigned a B2 rating to the US$200
million senior secured term loan.  Proceeds from the transaction
will be used to refinance the company's existing debt (US$95.9
million first lien and US$100 million second lien).  The ratings
on the existing first lien and second lien bank debt will be
withdrawn following the close of the transaction.  The ratings
outlook is stable.

"The upgrade reflects Fender's improved operating performance as
evidenced by a recent doubling of operating cash flow and a
history of continued debt reduction" said Kevin Cassidy, Vice
President/Senior Analyst at Moody's Investors Service.  "The
combination of both resulted in an improvement of retained cash
flow (operating cash flow less working capital changes and
dividends) as a percentage of adjusted debt to double digit
levels" Mr. Cassidy added.

The rating for the term loan reflects both the overall
probability of default of the company, to which Moody's has
assigned a PDR of B1, and a loss given default assessment of LGD
4 (61%).  Both the unrated revolving credit facility and the
term loan benefit from the full guarantees of the existing and
future subsidiaries.  The revolver has a 1st lien priority
interest on inventory and accounts receivable and a 2nd priority
lien on the remaining assets, and the term has the inverse
security interest.  Moody's believes that the term loan's
collateral coverage approximates 40%, based on a combination of
valuation techniques.

The ratings upgraded:

   * Corporate family rating, to B1 from B2;
   * Probability of default rating, to B1 from B2;

The rating assigned:

   * US$200 million senior secured term loan B2 (LGD4, 61%);

Fender Musical Instruments Corp. -- http://www.fender.com/-- is
the world's foremost manufacturer of guitars, basses, amplifiers
and related equipment.  The FMIC family includes several other
distinctive musical instrument brands: Charvel(R), Gretsch(R),
Guild(R), Jackson(R), Olympia(R), Orpheum(R), SWR(R), Squier(R)
and Tacoma(R).  FMIC also manufactures a complete line of
professional audio equipment under the Fender brand, including
the Passport(R) portable sound system.  Fender also offers a
complete line of accessories, including strings, authorized
replacement parts, cases, straps and clothing among others.
The company's revenue for the LTM period ended March 31, 2007,
approximated US$445 million.

FMIC's U.S. facilities are located in Arizona, California,
Tennessee and Washington, with international facilities in
Brazil, Chile, England, France, Germany, Japan, Spain and
Sweden.


UCI 17: Fitch Junks EUR15.4 Million Class D Notes
-------------------------------------------------
Fitch Ratings has assigned final ratings to Fondo de
Titulizacion de Activos, UCI 17 EUR1.4 billion mortgage-backed
floating-rate notes due in December 2049:

   -- EUR325 million Class A1: 'AAA';
   -- EUR974.2 million Class A2: 'AAA';
   -- EUR72.8 million Class B: 'A';
   -- EUR28 million Class C: 'BBB' and
   -- EUR15.4 million Class D: 'CCC'.

This transaction is a cash flow securitization of a EUR1.5
million static pool of first- and second-ranking residential
mortgages loans and personal loans granted to individuals in
Spain to finance the purchase of a residential property by Union
de Creditos Inmobiliarios EFC, S.A., which continues to service
the collateral.

The ratings are based on the quality of the collateral,
available credit enhancement, the legal and financial structure
of the deal, the underwriting and servicing of the collateral
and Santander de Titulizacion S.A. S.G.F.T.'s (the "sociedad
gestora") administrative capabilities.  The ratings on the Class
A1 to C notes address the payment of interest on the notes
according to the terms and conditions of the documentation,
subject to a deferral trigger on the Class B and C notes, as
well as the repayment of principal by the legal final maturity
for each note.  The Class D notes are issued to finance the cash
reserve fund.  The Class D notes are ultimately likely to
default, and their ratings are supported by the expected
recovery.

The Spanish Securitisation Law 19/1992 and Royal Decree 926/1998
regulates UCI 17.  Its sole purpose is to acquire a portfolio of
mortgage participations (Participaciones Hipotecarias), mortgage
certificates (Certificados de Transmision de Hipoteca) and
personal loans and to finance this acquisition by the issuance
of fixed-income securities.  The fund is legally represented and
managed by Santander de Titulizacion S.A. S.G.F.T., a limited
liability company incorporated under Spanish law, whose
activities are limited to the management of securitization
funds.

Of the global pool by value, 21.2% benefits from a mortgage
insurance guarantee provided by Genworth Financial Mortgage
Insurance Limited.

This is UCI's 16th securitization and the fourth rated by Fitch.
UCI is an established mortgage lending company, equally owned by
Banco Santander Central Hispano and BNP Paribas.  As in previous
transactions, the collateral incorporates variable-rate loans
with features such as initial fixed interest rates, lower
initial installments and payment options.


=====================
S W I T Z E R L A N D
=====================


SAIRGROUP: Claims Contestability Period Ends May 14
---------------------------------------------------
Creditors of SAirlines and its debtor-affiliates have until
May 14 to contest the company's claims schedule, which have been
drawn up in the debt restructuring proceeding with assignment of
assets concerning SAIrlines in debt restructuring liquidation.

Actions to contest the schedule of claims must be filed on or
before May 14 with:

         The District Court of Zurich
         Wengisirasse 30
         8026 Zurich
         Switzerland

The respective inventory and claims schedules are available for
creditors' inspection until May 14 at:

         Karl Wuthrich
         Co-liquidator
         Goldbach-Center
         Seestrasse 39
         8700 Kusnacht ZH
         Switzerland

The company can be reached at:

         SAirlines
         Hirschengraben 84
         8001 Zurich
         Switzerland


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


ABC SKIP: Creditors' Meeting Slated for May 22
----------------------------------------------
Creditors of ABC Skip Hire Ltd. will meet at 11:30 a.m. on
May 22 at the offices of:

         Sale Smith & Co. Ltd.
         Carmella House
         3 & 4 Grove Terrace
         Walsall
         West Midlands
         WS1 2NE
         England

Creditors who want to vote at the meeting have until noon on
May 21 to submit their proxy forms together with particulars of
their claims or of any security at the said address.

A list of names and addresses of the company's creditors will be
available for inspection free of charge on May 18.


ADVANCED MARKETING: Bankruptcy Court Sets July 2 Claims Bar Date
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has set July 2, 2007, as the bar date in Advanced Marketing
Services Inc. and its debtor-affiliates' bankruptcy cases, by
which all entities, including governmental units, must file
proofs of claim in the Debtors' Chapter 11 cases.

As reported in the TCR-Europe on April 24, 2007, the Debtors
also asked the Court to establish a bar date to file:

    (a) claims relating to the Debtors' rejection of executory
        contracts or unexpired leases pursuant to Section 365 of
        the Bankruptcy Code;

    (b) claims as a result of amendments to the Debtors'
        schedules of assets and liabilities;

    (c) administrative expense claims asserted under Section
        503(b)(9) of the Bankruptcy Code;

    (d) all other non-Section 503(b)(9) administrative expense
        claims arising or accruing on or before April 30, 2007,
        under Sections 503(b) and 507(a) of the Bankruptcy Code.

                        General Bar Date

The General Bar Date would apply to all entities holding claims
against the Debtors -- whether secured, unsecured, priority or
unsecured non-priority -- that arose before Dec. 29, 2006.

Subject to the provisions set forth for holders of claims
subject to the Rejection Bar Date, the Schedules Bar Date, the
Section 503(b)(9) Bar Date, and the First Administrative Bar
Date, these entities must file claims on or before the general
bar date:

    -- any entity whose prepetition claim against a Debtor is
       not listed in the applicable Debtor's Schedules or is
       listed as disputed, contingent or unliquidated in the
       Schedules, and that desires to participate or share in
       any distribution in the Debtors' Chapter 11 cases; and

    -- any entity that believes that its prepetition claim is
       improperly classified or is listed in an incorrect amount
       in the Schedules, and that desires to have its claim
       allowed in a classification or amount other than that
       identified in the Schedules.

                        Rejection Bar Date

The bar date for any claim relating to a rejection of an
executory contract or unexpired lease will be the later of (a)
the General Bar Date for all Entities, or (b) 30 days after the
service of a Court ruling approving rejection on the affected
entities.


                        Schedules Bar Date

The Court also fixed the Schedules Bar Date to the later of (a)
the General Bar Date, or (b) 30 days after the date that a
notice of the applicable amendment to the Schedules, if any, is
served on the claimant.

To the extent the Debtors amend their Schedules relating to the
claim of any creditor, the Debtors will serve notice of both the
amendment and the Schedules Bar Date on the affected creditor.
Nothing would preclude the Debtors from amending their Schedules
in accordance with the Local Rules of Bankruptcy Practice and
Procedure for the U.S. Bankruptcy Court in the District of
Delaware.

                   Section 503(b)(9) Bar Date

The Court also established the General Bar Date as the Section
503(b)(9) Bar Date.

Under Section 503(b)(9), a claim is accorded administrative
expense priority where the claim is for "the value of any goods
received by the debtor within 20 days before the date of
commencement of a case under [Chapter 11] in which the goods
have been sold to the debtor in the ordinary course of [the]
debtor's business."

Holders of potential Section 503(b)(9) Claims who fail to file a
request for payment of claims on or before the Section 503(b)(9)
Bar Date will be forever barred and estopped from asserting
their Section 503(b)(9) Claims against the Debtors.

                  First Administrative Bar Date

The Court further established the General Bar Date as the First
Administrative Bar Date.  The First Administrative Bar Date is
the deadline for claimants requesting the allowance of
administrative expense claims arising under Sections 503(b),
507(a) or any other section of the Bankruptcy Code, except
Section 503(b)(9) Claims, arising or accruing on or after
Dec. 29, 2006, but prior to or on April 30, 2007, to file a
claim.

Any entity holding an interest in any Debtor who wish to assert
claims against any of the Debtors that arise out of or relate to
the sale, issuance, or distribution of the Interest, must file
claims on or before the General Bar Date, unless another
exception identified in the request applies.

Interest Holders who wish to assert claims against any of the
Debtors that arise out of or relate to the sale, issuance, or
distribution of the Interest, must file claims on or before the
General Bar Date, unless another exception identified in the
request applies.

The Debtors will serve on all known entities holding potential
prepetition claims:

    (i) a notice of the Bar Dates;

   (ii) a proof of claim form based upon Official Form No. 10;

  (iii) the Section 50.3(b)(9) Claim Request form; and

   (iv) the Proof of Administrative Claim Form.

All entities asserting claims against more than one Debtor are
required to file a separate claim with respect to each Debtor.

             About Advanced Marketing Services Inc.

Based in San Diego, California, Advanced Marketing Services,
Inc. -- http://www.advmkt.com/-- provides customized
merchandising, wholesaling, distribution and publishing
services, currently primarily to the book industry.  The company
has operations in the U.S., Mexico, the United Kingdom and
Australia and employs approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group
Incorporated and Publishers Group West Incorporated filed for
chapter 11 protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos.
06-11480 through 06-11482).  Suzzanne S. Uhland, Esq., Austin K.
Barron, Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers,
LLP, represent the Debtors as Lead Counsel.  Chun I. Jang, Esq.,
Mark D. Collins, Esq., and Paul Noble Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than US$100 million.  (Advanced Marketing Bankruptcy News, Issue
No. 11; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

The Debtors' exclusive period to file a plan expires on Aug. 10,
2007.


ADVANCED MARKETING: Court Extends Exclusive Period to Aug. 10
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has extended Advanced Marketing Services Inc. and its debtor-
affiliates' exclusive periods to file a Chapter 11 plan until
Aug. 10, 2007, and to solicit acceptances of that plan until
Oct. 9, 2007.

The Debtors' exclusive period to file a chapter 11 plan expired
on Apr. 28, 2007.

As reported in the TCR-Europe on April 24, 2007, Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, related that the Debtors believe these
dates are consistent with the plan process timeline they have
discussed with the Official Committee of Unsecured Creditors.

Mr. Collins also asserted that the Debtors' Exclusive Periods
should be extended because:

    (a) the Debtors' Chapter 11 cases are large and complex and
        they need more time to craft a plan of reorganization;

    (b) in addition to negotiating debtor-in-possession
        financing and the sales of their assets, the Debtors
        have been making significant progress in their efforts
        on stabilizing, winding down their remaining operations,
        and implementing the transition services related to the
        Sales;

    (c) while the Debtors will shortly file a request for the
        Court to establish bar dates for filing proofs of claim,
        it will only be after the claims bar date has passed
        that the Debtors will be in a position to begin
        evaluating the universe of claims against them and, in
        light of that evaluation and the results of their
        planning process, develop the plan; and

    (d) the Debtors believe that analysis of their remaining
        executory contracts and leases, review of claims,
        development of a draft plan and negotiations with their
        various constituencies regarding the terms of a plan and
        the related process, together with the day-to-day tasks
        of operating as Chapter 11 debtors-in-possession, will
        consume the bulk of their time and efforts in the coming
        months.

             About Advanced Marketing Services Inc.

Based in San Diego, California, Advanced Marketing Services,
Inc. -- http://www.advmkt.com/-- provides customized
merchandising, wholesaling, distribution and publishing
services, currently primarily to the book industry.  The company
has operations in the U.S., Mexico, the United Kingdom and
Australia and employs approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group
Incorporated and Publishers Group West Incorporated filed for
chapter 11 protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos.
06-11480 through 06-11482).  Suzzanne S. Uhland, Esq., Austin K.
Barron, Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers,
LLP, represent the Debtors as Lead Counsel.  Chun I. Jang, Esq.,
Mark D. Collins, Esq., and Paul Noble Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than US$100 million.  (Advanced Marketing Bankruptcy News, Issue
No. 11; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

The Debtors' exclusive period to file a plan expires on Aug. 10,
2007.


ADVANCED MARKETING: Court Okays Hiring of Freshfields as Counsel
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has granted its permission to the Official Committee of
Unsecured Creditors in Advanced Marketing Services Inc. and its
debtor-affiliates' Chapter 11 bankruptcy cases, to retain
Freshfields Bruckhaus Deringer as its special counsel, nunc pro
tunc to March 7, 2007.

As reported in the TCR-Europe on April 5, 2007, Freshfields will
provide legal services relating to the laws of England in
connection with the proposed structure of certain sales of
assets, William C. Sinnott of Random House Inc., the Committee
chairperson, said.

Mr. Sinnott related that the need for Freshfields' services
first arose on March 7, 2007, shortly after the prospective
purchaser, Baker & Taylor Inc., made a revised proposal which
involves, in part, AMS purchasing the stock of two non-debtor
English indirect subsidiaries from Advanced Marketing (Europe)
Ltd., a wholly owned non-debtor subsidiary of AMS.  As a result
of the revised structure, the Creditors Committee found it
prudent to retain counsel in England to review the revised
structure and advise whether it was likely to result in any
material adverse implications and consequences to the Debtors'
estates.  Similar advice may also be required by the Committee
regarding the potential sales of assets of other AMS
subsidiaries in England.

The Creditors Committee selected Freshfields because of its
reputation, experience and knowledge with respect to the matters
for which it is to be engaged, and because of its unique ability
in this case to mobilize a team of attorneys on an expedited
basis to perform the services.

Freshfields will be compensated on an hourly basis, plus
reimbursement of the actual and necessary expenses that it
incurs in accordance with the ordinary and customary rates in
effect on the date the services are rendered.

The firm's hourly rates are:

        Professional                          Hourly Rate
        ------------                          -----------
        Partner
          Nick Segal, Esq. (Finance)            US$1,225
          Robert Kent, Esq. (Tax)               US$1,315

        Senior Associate
          Adam Gallagher, Esq. (Finance)          US$930

        Associates
          Ian Wallace, Esq. (Finance)             US$570
          Susanna Pine, Esq. (Tax)                US$500

Mr. Segal assured the Court that Freshfields represents no other
entity having an adverse interest in connection with the
Debtors' Chapter 11 cases, and that Freshfields is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

             About Advanced Marketing Services Inc.

Based in San Diego, California, Advanced Marketing Services,
Inc. -- http://www.advmkt.com/-- provides customized
merchandising, wholesaling, distribution and publishing
services, currently primarily to the book industry.  The company
has operations in the U.S., Mexico, the United Kingdom and
Australia and employs approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group
Incorporated and Publishers Group West Incorporated filed for
chapter 11 protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos.
06-11480 through 06-11482).  Suzzanne S. Uhland, Esq., Austin K.
Barron, Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers,
LLP, represent the Debtors as Lead Counsel.  Chun I. Jang, Esq.,
Mark D. Collins, Esq., and Paul Noble Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than USUS$100 million.  (Advanced Marketing Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

The Debtors' exclusive period to file a plan expires on Aug. 10,
2007.


ARMOR HOLDINGS: BAE Systems Merger Cues Moody's Ratings' Review
---------------------------------------------------------------
Moody's Investors Service placed its ratings of Armor Holdings
Inc. (Corporate Family Rating of Ba3) on review for possible
upgrade.  The review was prompted by the announcement that it
has entered into a definitive merger agreement to be acquired by
BAE Systems, Inc., a wholly owned subsidiary of BAE Systems plc
(long term rating Baa2, short term rating, Prime-2) for a total
consideration of US$4.5 billion.

The review of Armor's ratings will focus on the probability and
nature of support from BAE Systems PLC.  Armor's senior secured
credit facilities (not rated by Moody's) contain change of
control provisions, suggesting a high likelihood that this class
of debt will be repaid on completion of the acquisition.  The
existing subordinated notes also contain change of control
provisions.  As such, it is also likely that a substantial
portion of these notes will be redeemed concurrent with the
acquisition.  If all notes are redeemed through the change of
control offer, the rating will be withdrawn.  If any
subordinated notes remain outstanding after the conclusion of
this offer and BAE provides explicit financial support to those
notes, then their ratings could be revised upward to take into
account BAE's credit strength.  However, if BAE does not provide
such support, or if adequate financial information on Armor is
not provided post-acquisition, then the ratings would be
withdrawn.

Armor Holdings, headquartered in Jacksonville, Fla., is a major
manufacturer of tactical wheeled vehicles and a leading
diversified manufacturer of vehicle armoring systems and life
safety and survivability products for the military, law
enforcement and commercial markets.


ARMOR HOLDINGS: Prudential Downgrades Shares to Neutral Weight
--------------------------------------------------------------
Prudential Financial analyst Byron Callan has downgraded Armor
Holdings' shares to "neutral weight" from "overweight,"
Newratings.com reports.

Newratings.com relates that the target price for Armor Holdings
was increased to US$88 from US$80.

Mr. Callan said in a research note published on May 7 that Armor
Holdings agreed to be acquired by BAE Systems at US$88 per
share.

Mr. Callan told Newratings.com that "the transaction value seems
fair, considering the long-term prospects of Armor Holdings'
businesses."

BAE Systems is not likely to have any difficulty in getting
authorization for the deal, Newratings.com states, citing
Prudential Financial.

Headquartered in Jacksonville, Florida, Armor Holdings, Inc.
(NYSE: AH) -- http://www.armorholdings.com/-- manufactures and
distributes security products and vehicle armor systems for the
law enforcement, military, homeland security, and commercial
markets.  The company's mobile security division is located in
Mexico, Venezuela, Colombia and Brazil.

                        *     *     *

Moody's Investors Service's confirmed its Ba3 Corporate Family
Rating for Armor Holdings Inc.  Additionally, Moody's affirmed
its B1 ratings on the company's 2% Convertible Senior
Subordinated Notes Due 2024 and 8.25% Senior Subordinated Notes
Due 2013.  Moody's assigned those debentures an LGD5 rating
suggesting noteholders will experience a 77% loss in the event
of default.


ARMOR HOLDINGS: Stifel Nicolaus Downgrades Firm's Shares to Hold
----------------------------------------------------------------
Newratings.com reports that Stifel Nicolaus & Company analysts
have downgraded Armor Holdings Inc.'s shares to "hold" from
"buy."

The analysts said in a research note published on May 8 that
Armor Holdings agreed to be acquired by BAE Systems at US$88 per
share in cash.

According to Newratings.com, the analysts expect the deal to be
approved by the regulator and Armor Holdings' shareholders by
the end of the third quarter 2007.

Armor Holdings is not likely to get competitive bids,
Newratings.com states, citing Stifel Nicolaus.

Headquartered in Jacksonville, Florida, Armor Holdings, Inc.
(NYSE: AH) -- http://www.armorholdings.com/-- manufactures and
distributes security products and vehicle armor systems for the
law enforcement, military, homeland security, and commercial
markets.  The company's mobile security division is located in
Mexico, Venezuela, Colombia and Brazil.

                        *     *     *

Moody's Investors Service's confirmed its Ba3 Corporate Family
Rating for Armor Holdings Inc.  Additionally, Moody's affirmed
its B1 ratings on the company's 2% Convertible Senior
Subordinated Notes Due 2024 and 8.25% Senior Subordinated Notes
Due 2013.  Moody's assigned those debentures an LGD5 rating
suggesting noteholders will experience a 77% loss in the event
of default.


BAA PLC: Selling Budapest Airport for GBP1.3 Billion
----------------------------------------------------
BAA plc has agreed to sell Budapest Airport to Airport Holding
Kft, a consortium led by Hochtief AirPort GmbH, for GBP1.3
billion.

BAA acquired Budapest Airport in December 2005 and is selling
the airport following BAA's takeover in 2006 by ADI and the
decision of its new owners to focus on BAA's seven U.K.
airports.  The gross assets of Budapest Airport, which are the
subject of the disposal, were GBP1.5 million at the end of
December 2006 and the operating profit was GBP33.6 million.

The consideration of GBP1.3 billion comprises GBP1 million in
cash, which will be used to pay down debt subject to the
conditions of ADI's funding agreements.  The remaining GBP289
million is provided in the form of loan notes with a maturity
date in June 2011.

Approximately 77% of the loan notes will be sold at completion
at or close to par.  The remaining loan notes will be held by
BAA at completion for subsequent selldown.  This disposal is
conditional and is expected to complete by the end of May.

                          About BAA Plc

Headquartered in London, United Kingdom, BAA plc --
http://www.baa.com/-- owns and operates seven airports in the
United Kingdom, including Healthrow, the world's busiest
international airport, and Budapest Airport, serving 700
destinations by around 300 airlines.  Its airports in the U.K.
handled over 117 million international passenger during the 12
months up to October 2005.  International passengers make up 81%
of its total U.K. airport traffic.  BAA had total assets of
GBP15.2 billion and pre-tax profits of GBP757 million for the
year ended March 31, 2006.

                          *     *     *

As of Feb. 6, BAA Plc carries these ratings from Moody's:

   -- Issuer Rating: Ba1
   -- GBP425-million convertible bonds due August 2009: Ba1
   -- GBP424-million convertible bonds due April 2008: Ba1
   -- GBP200-million 7.875% bonds due February 2007: Ba1


BAA PLC: Traffic Figures Down 1.6% in April 2007
------------------------------------------------
BAA's U.K. airports handled a total of 12.2 million passengers
in April 2007, a decline of 1.6% on April 2006 figues.

Of the major markets, European scheduled traffic was up 0.1%,
and other long haul traffic grew 1.1%.  European charter traffic
fell 13.8%, and North Atlantic traffic dipped 2.1%.  Domestic
and Irish Republic traffic fell 2.6% and 7.1% respectively.

Of the individual airports, Gatwick was down 0.8% and
Southampton fell 1.4%.  Stansted dropped 3.4%, whilst Heathrow
saw a decline of 2.5%. In Scotland Aberdeen and Edinburgh grew
8.2% and 3.6% respectively.  Glasgow fell 1.2%

The total number of air transport movements at BAA airports rose
1.6%, while cargo tonnage was down 4.4%.

                          About BAA Plc

Headquartered in London, United Kingdom, BAA plc --
http://www.baa.com/-- owns and operates seven airports in the
United Kingdom, including Healthrow, the world's busiest
international airport, and Budapest Airport, serving 700
destinations by around 300 airlines.  Its airports in the U.K.
handled over 117 million international passenger during the 12
months up to October 2005.  International passengers make up 81%
of its total U.K. airport traffic.  BAA had total assets of
GBP15.2 billion and pre-tax profits of GBP757 million for the
year ended March 31, 2006.

                          *     *     *

As of Feb. 6, BAA Plc carries these ratings from Moody's:

   -- Issuer Rating: Ba1
   -- GBP425-million convertible bonds due August 2009: Ba1
   -- GBP424-million convertible bonds due April 2008: Ba1
   -- GBP200-million 7.875% bonds due February 2007: Ba1


CABLE & WIRELESS: Launches New Service with American Airlines
-------------------------------------------------------------
Cable & Wireless has launched a new service with American
Airlines to allow b-mobile postpaid clients to redeem their
reward points for AA Advantage Miles, Caribbean Broadcasting
Corporation reports.

The AA Advantage program is American Airlines' travel awards
program.  It was the original travel awards program established
more than 20 years ago.  AA Advantage members earn miles each
time they purchase an eligible published-fare ticket and fly on
American Airlines, AmericanConnection, American Eagle, or any of
the more than 21 airline partners.  They also earn bonus miles
for flying on an eligible purchased-fare Business Class or First
Class ticket on American Airlines or any of our airline partners
as follows:

    -- an additional 25% of flight mileage flown in Business
       Class, or

    -- an additional 50% of flight mileage flown in First Class.

According to CBC, each b-mobile reward point is valued at
USUS$1.  It will grant Cable & Wireless mobile subscribers four
Advantage Miles.

Collaborations with other firms are strategies the company will
take going forward, CBC notes, citing Cable & Wireless.

Cable & Wireless Marketing Manager Emmerson Hewitt told CBC that
the company is still seeing growth in market share.

                   About American Airlines

American Airlines, Inc. (NYSE:AMR) -- http://www.AA.com/--  
American Eagle, and the AmericanConnection regional airlines
serve more than 250 cities in over 40 countries with more than
3,800 daily flights.  The combined network fleet numbers more
than 1,000 aircraft.  American Airlines, Inc. and American Eagle
are subsidiaries of AMR Corporation.  It has Latin operations in
Mexico, Dominican Republic, Puerto Rico, Argentina, Bolivia,
Brazil, Chile, Colombia, Ecuador, Paraguay, Peru, Venezuela,
Uruguay, Belize, Costa Rica, El Salvador, Guatemala, Honduras,
Nicaragua and Panama.

                   About Cable & Wireless

Headquartered in London, Cable & Wireless Plc --
http://www.cw.com/new/-- provides voice, data and IP (Internet
Protocol) services to business and residential customers, as
well as services to other telecoms carriers, mobile operators
and providers of content, applications and Internet services.
The company has operations are in the United Kingdom, India,
China, the Cayman Islands and the Middle East.

                        *     *     *

Cable & Wireless Plc carry these ratings:

    * Moody's Investors Service

      -- Long-Term Corporate Family Rating: Ba3
      -- Senior Unsecured Debt: B1
      -- Short-Term: NP
      -- Outlook: Negative

    * Standard & Poor's

      -- Long-Term Foreign Issuer Credit Rating: BB-
      -- Long-Term Local Issuer Credit Rating: BB-
      -- Short-Term Foreign Issuer Credit Rating: B
      -- Short-Term Local Issuer Credit Rating: B
      -- Outlook: Negative


CARRAC LTD: Taps Joint Administrators from KPMG LLP
---------------------------------------------------
Andrew Stephen McGill and Richard James Philpott of KPMG LLP
were appointed joint administrators of Carrac Ltd. (t/a
Motormania Car Care) (Company Number 563517) on May 1.

KPMG LLP -- http://www.kpmg.co.uk/-- offers accounting, audit,
and tax-related services to customers in such target industries
as banking, media and entertainment, consumer products, health
care providers, insurance, and pharmaceuticals.

The company can be reached at:

         Carrac Ltd.
         Parcel Terrace
         Derby
         DE1 1LY
         England
         Tel: 0133 2222 490


CONSTELLATION BRANDS: Inks Pact to Buy Back Shares for US$421MM
---------------------------------------------------------------
Constellation Brands Inc. has entered into an accelerated share
repurchase transaction with Citibank N.A. to repurchase a
minimum of 16.9 million shares of its Class A common stock for
US$421.1 million.

The company has already repurchased 3.5 million shares of its
Class A common stock since March 1, 2007, through open market
purchases at a cost of approximately US$78.9 million.  Together,
the company says, the transactions will fully utilize its
reported US$500 million share repurchase authorization.  All of
the repurchased shares will become treasury shares.

"We believe this accelerated share repurchase transaction
demonstrates our strong commitment to maximizing shareholder
value and also aligns well with our stated objective of
harvesting opportunities that enhance our long-term value
creation goals," Constellation Brands Chairman and CEO Richard
Sands said.

The specific number of shares to be repurchased in the
transaction is generally based upon the volume-weighted average
price of the company's Class A common stock during a specified
calculation period.  The company says it will not be obligated
to return any of the minimum shares or pay Citibank any
additional cash.  It is possible that Citibank could deliver an
additional number of shares before the scheduled October 2007
end of the specified calculation period, the company relates.

In connection with the share repurchase transaction, in addition
to purchases of the company's Class A common stock, the company
states that Citibank may engage in certain hedging activities
with respect to the company's Class A common stock in order to
manage its exposure under the transaction.

The purchase price for shares repurchased in the accelerated
share repurchase transaction and in the open market has been or
will be paid with proceeds from borrowings under the company's
existing revolving credit facility.

                    About Constellation Brands

Constellation Brands Inc. (NYSE: STZ, ASX: CBR) --
http://www.cbrands.com/-- is an international producer and
marketer of beverage alcohol brands with a broad portfolio
across the wine, spirits and imported beer categories.  The
company has operations in Australia, Chile, Canada, Japan, New
Zealand and the United Kingdom.


CONSTELLATION BRANDS: Fitch Rates US$700MM Sr. Notes at BB-
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Constellation
Brands Inc.'s proposed US$700 million 10-year senior note
offering.

Proceeds are to be used to repay revolving bank debt.

The Rating Outlook is Negative.

Recently, STZ accelerated its US$500 million share repurchase
program and completed the SVEDKA acquisition.  Due to the stock
repurchase completed on May 8, 2007, for US$421 (STZ had
repurchased 3.5 million shares for US$79 million since March 1,
2007) and the SVEDKA acquisition completed on March 19, 2007,
for US$384 million, company debt levels are expected to be
meaningfully higher in fiscal-year 2008 (ending Feb. 29, 2008).
The recently formed joint venture for the U.K wholesale business
provided STZ with US$179 million of cash proceeds, which will
partially offset incremental borrowing incurred to finance these
transactions.

Nonetheless, management's willingness to operate at higher
leverage levels remains.  Also, additional shareholder friendly
activity cannot be ruled out.

Over the intermediate term, it is likely that the company will
continue to make acquisitions that could result in financial and
operational stress.  Fitch expects that future acquisitions, at
least in the near term, will be smaller in size and
complementary to the existing brand portfolio.


CONSTELLATION BRANDS: S&P Assigns BB- Rating to US$700 Mln Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured debt rating to Constellation Brands Inc.'s proposed
US$700 million note offering due 2017, issued under Rule 144A
with registration rights.  Net proceeds will be used to reduce
outstanding borrowings under the company's senior secured
revolving credit facility.

Constellation Brands' ratings reflect the company's acquisitive
growth strategy, highly leveraged financial profile, significant
debt burden, and participation in the highly competitive
beverage alcohol markets.  Constellation Brands' highly
leveraged financial profile is somewhat offset by its
historically strong cash generation from a diverse portfolio of
consumer brands.

Ratings list

Constellation Brands Inc.
Corporate Credit Rating                BB-/Stable/--

Rating Assigned
Constellation Brands Inc.
US$700 Million Senior Unsecured Notes    BB-


GATEWAY TELECOMMUNICATIONS: S&P Rates US$32.5 Million Notes at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' preliminary
senior secured debt rating to the proposed US$32.5 million notes
to be issued by Gateway Telecommunications PLC, a subsidiary of
Gateway Telecommunications S.A. (Proprietary) Ltd.  A recovery
rating of '4' was also assigned, indicating our expectation of
marginal recovery (25%-50%) of principal in the event of a
payment default.  Ratings are subject to final documentation.

The notes will have the same terms and conditions as the US$100
million senior secured bonds issued by the company in November
2006.  The new notes will be fungible with the existing US$100
million senior secured notes.

The proceeds of the notes will be used to part fund the US$40
million acquisition of Nigeria-based telecoms services provider
GS Telecom Ltd.  The remainder will be funded with
US$7.5 million of existing cash reserves.  The acquisition
represents about 6x GST's EBITDA for 2006.  Pro forma for the
transaction, Gateway's total debt should increase by 30% to
about US$185 million, compared with US$144 million for fiscal
2006.

GST is a service provider to corporate and telecoms businesses.
In 2006, 63% of the company's revenues came from Nigeria.  GST
provides mainly very small aperture satellite terminal, carrier,
and Internet services -- which will increase Gateway's
geographic footprint and service range in Africa.  The
acquisition will also slightly improve the contribution of
business services to group revenues and provide some synergies.
These positive factors are offset, however, by the significance
of the transaction relative to the size of the company,
potential integration risk, and the relatively weaker free cash
flows of the combined group.

                       Recovery Analysis

The US$100 million and proposed US$32.5 million senior secured
notes due 2013 are rated 'B', in line with the corporate credit
rating on Gateway, with a recovery rating of '4', indicating
Standard & Poor's expectation of marginal (25%-50%) recovery of
principal in the event of a payment default.  Subsidiary Gateway
Telecommunications PLC issued the notes, which is also an
intermediate holding company.  The ratings on the proposed
US$32.5 million notes are subject to satisfactory review of
final documentation.

The notes are secured by share pledges over material
subsidiaries and downstream proceeds loans, and benefit from
upstream guarantees from Gateway's main operating subsidiaries
in Belgium, South Africa, and the U.K., as well as from GST.
There is no asset security.  The issuer and guarantors are in
supportive or satisfactory regimes with regard to enforcing
share pledges.  Covenant protections are relatively standard for
secured bonds, but weak compared with those typical for similar
secured loans, with no financial maintenance covenants.  There
are restrictions on disposals and the use of the proceeds
thereof, and additional indebtedness is subject to fixed-charge
coverage of greater than 2.25x and a dividend payment
restriction of 50% of net income.

The business has a limited tangible asset base because it leases
satellite capacity from satellite services operator Intelsat
Corp. for transmission. This is also reflected in Gateway's low
capital expenditures and above-average cash conversion of
revenues.  The group's ground station and associated
infrastructure is in Belgium.  There are points of presence in
Brussels and London, with a limited terrestrial network in
southern Africa.  These assets are not specifically secured.
Gateway's main customers are mobile operators in sub-Saharan
Africa and incumbents and other carriers in Western Europe.

Despite a vulnerable business profile, a going-concern approach
has been used because Gateway is a key supplier for its
customers, which, in many cases, would face material, albeit not
insuperable, technical investment requirements to change
provider.  It is likely that there would be very little value in
a liquidation scenario -- if, for example, Intelsat ceased to
provide transmission capacity -- given the sparse fixed-asset
base.

For the purpose of our bond recovery assessment, Standard &
Poor's simulated a hypothetical default scenario.  S&P factored
in these key risks:

   -- significant depression of revenue growth compared with
      that forecast, reflecting pricing pressure despite
      increasing minutes;

   -- significant gross margin erosion;

   -- the growth of restructuring, general, and administration
      costs, moderated in line with lower revenue growth;

   -- modestly increased capital expenditures; and

   -- sequentially increased interest rates to cover the
      potential costs of seeking waivers.

Under our simulated scenario, given the lack of amortization, a
point of default is reached in the financial year ending
Dec. 31, 2010, after significant gross margin pressure.  The
outstanding amount of senior debt to be covered at the point of
default is estimated to be US$132.5 million, in addition to
operating company liabilities, assuming no repayment and no
revolving credit facility.  This does not take into account use
of a bank line carve-out of up to US$5 million, or 50% of
receivables.  Using a blend of a discounted cash flow and market
multiple valuation, Standard & Poor's estimates numerical
coverage of less than 50%. Given the likelihood that at least
some customers would seek alternative providers, the secured
noteholders would probably receive 25%-50% of principal, leading
to a recovery rating of '4'.


GENERAL MOTORS: Offers 0% Financing for Two Pickup Trucks
---------------------------------------------------------
General Motors Corp. is proposing zero-percent financing on
36-month loans for the 2007 Chevrolet Silverado and GMC Sierra,
various sources report.  A reduced-rate financing on 60-month
loans for the pickup trucks is also available.

The move is in reaction to incentive deals offered by other
automakers as a result of rising gasoline prices.

As an alternative to the financing offer, clients can choose
US$1,250 cash back on the Sierra or US$1,500 on the Silverado.

The financing program for the pickup trucks commenced last week
and will end on July 9, 2007, according to various sources.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader for 76 years.  GM currently employs about 280,000 people
around the world.  GM manufactures its cars and trucks in 33
countries.  In 2006, nearly 9.1 million GM cars and trucks were
sold globally under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
US$1.5 billion secured term loan of General Motors Corp.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
US$1.5 billion secured term loan of General Motors Corp.


GETIN FINANCE: Fitch Rates EUR350 Million Bonds at BB
-----------------------------------------------------
Fitch Ratings has assigned Getin Finance Plc's EUR350 million
bond issue a Long-term rating of 'BB'.

The bonds are issued under GF's EUR1 billion debt issuance
program and are unconditionally and irrevocably guaranteed by
Getin Bank SA.  GB's ratings are Issuer Default 'BB' with Stable
Outlook, Short-term 'B', Individual 'D' and Support '5'.

The bonds are due in May 2009.  Both the bonds and the guarantee
of GB have senior status.  The net proceeds of the issue are
used to fund GB.

GF is a SPV created by GB for the purpose of the above-mentioned
debt issuance program.  GB is 99.35%-owned by Getin Holding, a
privately owned integrated financial group quoted on the Warsaw
Stock Exchange.  At end-2006 the bank's total assets amounted to
PLN11.2bn. GB's business model is based on targeting the rapidly
growing Polish retail banking market and leveraging third-party
distribution channels.


ISOFT GROUP: Steps Down as Director of Irish Subsidiary
-------------------------------------------------------
Stephen Graham has permanently resigned from the board of iSoft
Business Solutions (Ireland) Ltd., a subsidiary of iSoft Group
plc, effective April 24, 2007, Laura Noon of The Irish
Independent reports citing documents from the Companies Office.

As previously reported in the TCR-Europe on March 30, Mr. Graham
was earlier dismissed as director of parent firm iSoft Group
PLC.

The company disclosed that along with his dismissal, Mr. Graham
also ceased to be its employee.

According to a company spokesman, there had been a time lag
between Mr. Graham's departure and his resignation from the
Irish board because "leaving iSoft didn't automatically remove
Mr. Graham from the boards of the other companies."

The board of iSoft suspended Mr. Graham on Aug. 8, following an
initial investigation into possible accounting irregularities in
the financial years ended April 30, 2004, and 2005.

iSoft believes it is proper for Mr. Graham to leave before the
probe ends as the investigation is likely to last more than a
year not just for a few a months as originally expected, The
Irish Independent relates.

                        Accounting Probe

In June 2006, the Group disclosed a change in accounting
policy, as a consequence of which it became necessary to review
revenue recognition in prior years, in order to re-state some
prior year revenues.  Arising out of that review, a number of
possible accounting irregularities came to light in which it
appears that some revenues reported in 2003/04 and 2004/05 may
have been recognized earlier than they should have been.

On July 20, 2006, the Group engaged its auditors, Deloitte &
Touche LLP, to conduct a formal initial investigation into these
possible irregularities.  In August 2006, it was confirmed that
there were indeed matters that needed further investigation and
the company handed over relevant documents to the Financial
Services Authority, which is now conducting further
investigations.

On Oct. 25, 2006, the Accountancy Investigation and Discipline
Board disclosed that it would conduct its own investigation.
The AIDB investigation is a review of the conduct of those
members of accountancy bodies that are regulated by the AIDB who
were executive or non-executive directors of iSOFT during the
relevant periods, and RSM Robson Rhodes LLP, iSOFT's auditor for
the financial years ended April 30 2003, 2004 and 2005.

All current executive directors of iSOFT who are members of
those accountancy bodies were appointed after the dates under
investigation, as was the non-executive director who is
currently chairman of the audit committee.  The initial
investigation into possible accounting irregularities --
conducted by the Group's current auditors, Deloitte & Touche
LLP, in July and August 2006 -- did not uncover evidence that
any of the current non-executive directors had any knowledge of
the irregularities.

                          About iSOFT

Headquartered in Manchester, United Kingdom, iSOFT Group plc
-- http://www.isoftplc.com/-- supplies advanced medical
software applications for the healthcare sector.  Its products
are used by more than 8,000 organizations in 27 countries for
managing patient information and driving improvements in
healthcare services.  In international markets, the group has a
strong presence in the Asia-Pacific, including Singapore and
India.

                          *     *     *

                      Going Concern Doubt

At Oct. 31, 2006, the company's board of directors recognized
that there are material uncertainties that may cast significant
doubt on the Group's ability to continue as a going concern.


KAYOVER ENGINEERING: Ruth Duncan Leads Liquidation Procedure
------------------------------------------------------------
Ruth Duncan of Atherton Bailey was appointed liquidator of
Kayover Engineering Ltd. on April 25 for the creditors'
voluntary winding-up procedure.

The company can be reached at:

         Kayover Engineering Ltd.
         Unit 9
         Patricia Way
         Pysons Road Industrial Estate
         Broadstairs
         CT10 2LE
         England
         Tel: 01843 867 890


KETTERING COMMUNITY: Creditors' Meeting Slated for May 22
---------------------------------------------------------
Creditors of Kettering Community Leisure Ltd. will meet at
11:30 a.m. on May 22 at:

         BRI Business Recovery and Insolvency
         100-102 St. James Road
         Northampton
         NN5 5LF
         England

A list of names and addresses of the company's creditors will be
available for inspection on May 20 and May 21.


LORRY LOADERS: Creditors' Meeting Slated for May 23
---------------------------------------------------
Creditors of Lorry Loaders Ltd. will meet at 11:00 a.m. on
May 23 at:

         McTear Williams & Wood
         Sheraton House
         Castle Park
         Cambridge
         CB3 0AX
         England

Creditors who a nt to vote at the meeting have until noon on
May 22 to submit their proxy forms together with particulars of
their claims or of any security at the said address.

A list of names and addresses of the company's creditors will be
available for inspection free of charge between 10:00 a.m. and
4:00 p.m. on May 21.


MALCRO LIGHTING: Joint Liquidators Take Over Operations
-------------------------------------------------------
Laurence Pagden of Benedict Mackenzie LLP and John Kelmanson of
The Kelmanson Partnership were appointed joint liquidators of
Malcro Lighting Ltd. on April 26 for the creditors' voluntary
winding-up proceeding.

The company can be reached at:

         Malcro Lighting Ltd.
         Accounts
         Unit 13 College Fields Business Center
         Prince Georges Road
         London
         SW19 2PT
         England
         Tel: 020 8687 0123
         Fax: 020 8640 9248


MEDLOCK CONSTRUCTION: Hires Deloitte & Touche as Administrators
---------------------------------------------------------------
Debbie Marie Young and William Kenneth Dawson of Deloitte &
Touche LLP were appointed joint administrators of Medlock
Construction Ltd. (Company Number 03560540) and Medlock
Construction Holdings Ltd. (Company Number 04099264) on April
27.

Deloitte & Touche LLP -- http://www.deloitte.com/-- provides
audit, tax, consulting, and corporate finance services through
more than 9,000 people in 21 locations.  The group is the United
Kingdom member firm of Deloitte Touche Tohmatsu, a Swiss Verein
whose member firms are separate and independent legal entities.

The company can be reached at:

         Medlock Construction Ltd.
         2 Greengates Stree
         Oldham
         OL4 1FN
         England
         Tel: 0161 621 5200
         Fax: 0161 621 5206


NEWGATE FUNDING: Moody's Puts Low-B Ratings to Two Note Classes
---------------------------------------------------------------
Moody's Investors Service assigned provisional long-term credit
ratings to the Notes to be issued by Newgate Funding Plc 2007-2:

   -- (P)Aaa to the Class A1 Mortgage Backed Floating Rate Notes
       due [Dec 2050];

   -- (P)Aaa to the Class A2 Mortgage Backed Floating Rate Notes
      due [Dec 2050];

   -- (P)Aaa to the Class A3 Mortgage Backed Floating Rate Notes
      due [Dec 2050];

   -- (P)Aa2 to the Class M Mortgage Backed Floating Rate Notes
      due [Dec 2050];

   -- (P)Aa3 to the Class B Mortgage Backed Floating Rate Notes
      due [Dec 2050];

   -- (P)A3 to the Class C Mortgage Backed Floating Rate Notes
      due [Dec 2050];

   -- (P)Baa3 to the Class D Mortgage Backed Floating Rate Notes
      due [Dec 2050];

   -- (P)Ba1 to the Class E Mortgage Backed Floating Rate Notes
      due [Dec 2050];

   -- (P)Ba2 to the Class F Mortgage Backed Floating Rate Notes
      due [Dec 2050]; and

   -- (P)Aaa to the 2007-2 Mortgage Early Repayment Certificates
      due [Dec 2050].

The Class T and Class Q Notes are not rated by Moody's.  Classes
A1, A2 and A3 Notes may be issued in GBP, EUR or USD, while
Classes, M, B, C and D Notes may be issued in GBP or EUR
depending on market demand.

The Issuer, Newgate Funding Plc, is a special purpose vehicle
incorporated in England and Wales, which is ultimately owned by
a charitable trust.  The Issuer is a multi-issuance vehicle and
this transaction represents the fifth series to be issued under
its MTN style Program.  The Issuer will fund the purchase price
of the series mortgage portfolio using the proceeds of the
Notes.

This transaction is the twelfth securitization of non-conforming
and impaired credit mortgage loans originated by entities
belonging to the Mortgages Group trading under the name of
"Mortgages PLC". As in the prior Mortgages Plc securization, the
assets supporting the Notes are sub-prime and non-conforming
first residential mortgage loans originated by entities trading
under the name of Mortgages PLC and secured on residential
properties in England, Wales, Northern Ireland and Scotland.  A
part of the underlying loan portfolio (approximately 44%)
consists of loans to borrowers classified by the originator as
"near prime" or "near prime plus", with stricter criteria for
adverse credit compared to non-conforming mortgage loans.
Mortgages PLC will be responsible for the day-to-day servicing
of the loans, handling arrears cases and approving further
advances and product conversions.

The ratings of the Notes are based upon an analysis of the
characteristics of the mortgage pool backing the Notes, the
protection the Notes receive from credit enhancement against
defaults and arrears in the mortgage pool, and the legal and
structural integrity of the issue.  The credit enhancement
available in the deal is provided in the form of excess spread,
reserve fund fully funded at [0.70]% of the original note,
subordination of the Class M [2.50]%, Class B [5.68%], Class C
[3.80%], Class D [2.20%], Class E [0.51%] and Class F [0.50%]
Notes.  The Class A1 Notes represent [31.78%], the Class A2
Notes represent [30.08%] and the Class A3 Notes represent
[22.96%]). Subject to certain conditions being met, the reserve
fund may amortise up to a floor of [0.40%] of the original note
balance.

Moody's issues provisional ratings in advance of the final sale
of securities, but these ratings only represent Moody's
preliminary credit opinion.  Upon a conclusive review of the
transaction and associated documentation, Moody's will endeavour
to assign a definitive rating to the Notes.  A definitive rating
may differ from a provisional rating.  Moody's will disseminate
the assignment of any definitive ratings through its Client
Service Desk.

The ratings address the expected loss posed to investors by the
legal final maturity.  In Moody's opinion, the structure allows
for timely payment of interest and ultimate payment of principal
with respect to the Notes by the final legal maturity date.
Moody's ratings address only the credit risks associated with
the transaction.  Other non-credit risks have not been
addressed, but may have a significant effect on yield to
investors.

The Mortgage Early Repayment Certificates are backed solely by
mortgage early redemption charges that may become payable by
borrowers in the pool on early redemption of their loans within
a certain period.  The (P)Aaa rating on the MERC's addresses the
likelihood of receipt by MERC holders of such amounts if they
are received by the Issuer.  It assumes, without any independent
investigation:

   (i) that payment of the mortgage early redemption charges
       under the mortgage loans is legally valid, binding and
       enforceable; and

  (ii) that such amounts are actually collected from borrowers
       and received by the Issuer.

The amount receivable by MERC holders also depends on prepayment
rates within the pool. The rating does not address such
prepayment rates.


NEWGATE FUNDING: S&P Puts Low-B Ratings to Three Note Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
credit ratings to the GBP450 million mortgage-backed floating-
rate series 2007-2 notes to be issued by Newgate Funding PLC.
At the same time, Newgate Funding will issue GBP7.85 million of
excess spread rated notes.

This will be Mortgages PLC's fifth securitization of a portfolio
of mortgages using the Newgate Funding mortgage asset-backed MTN
program.

Strong protection will be provided to the senior notes through
subordination of junior notes, the reserve fund, the discount
reserve fund, excess spread, the sequential payment structure
(until pro rata redemption tests are met), and the availability
of a liquidity facility.

Protection will be afforded to the junior notes through the cash
reserve fund, discount reserve, and excess spread from the
collateral.

The proceeds of the class T and Q notes will be used to fund the
initial cash reserve and the discount reserve fund, and to meet
the issuer's costs and expenses in relation to the notes.

Standard & Poor's expects to rate the notes on a segregated
basis, that is, the rating on each series will be independent
from the rating on each previous and subsequent series. This
will be the fifth series to be issued.  The structure remains
largely unchanged and is consistent with previous issues.

The ratings reflect the sound payment structure and transaction
cash flow mechanics, and a cash flow analysis to verify that the
notes will be repaid under stress test scenarios.

                           Ratings List

Newgate Funding PLC
   GBP457.85 Million Mortgage-Backed And Excess Spread Floating-
   Rate Notes Series 2007-2

                          Prelim.         Prelim. Amount
           Class          Rating         (Mil. GBP equiv.)
           -----          ------          ---------------
            A1             AAA                 143.00
            A2             AAA                 135.35
            A3             AAA                 103.30
            M              AAA                  11.25
            B              AA                   25.55
            C              A                    17.10
            D              BBB                   9.90
            E              BB                    2.30
            F              B                     2.25
            T              BBB                   3.35
            Q              BB                    4.50
            MERCs          AAA                    N/A


SAMSONITE: Taps Merrill Lynch & Goldman Sachs for London Listing
----------------------------------------------------------------
Samsonite Corporation has appointed Merrill Lynch International
and Goldman Sachs International as joint bookrunners for the
upcoming global offering of its common shares in the London
Stock Exchange later this year, the company disclosed in a
regulatory filing with the U.S. Securities and Exchange
Commission.

UBS Investment Bank and Morgan Stanley also serve as the
company's advisers on the transaction.

According to Richard Fletcher of the Daily Telegraph, Samsonite
plans to raise GBP250 million from the flotation.

The company, which is owned by a US consortium that includes
Bain Capital and Ares Management, had planned to float in London
last spring but postponed amid market turbulence, the Telegraph
relates.

Former Exel CEO John Allan is expected to be named non-executive
chairman of Samsonite before the flotation, the Telegraph adds.

                         About Samsonite

Samsonite Corporation (OTC Bulletin Board: SAMC.OB) --
http://www.samsonite.com/-- manufactures, markets and
distributes luggage and travel-related products.  The company's
owned and licensed brands, including Samsonite, American
Tourister, Trunk & Co, Sammies, Hedgren, Lacoste and Timberland,
are sold globally through external retailers and 284 company-
owned stores.  Executive offices are located in London.  The
company has global locations in Aruba, Australia, Costa Rica,
Indonesia, India, Japan, and the UnitedStates among others.
Executive offices are located in London, England.

                          *     *     *

As reported in the Troubled Company Reporter-Europe on Dec. 14,
Moody's Investors Service confirmed the B1 corporate family
rating for Samsonite Corp.

Moody's also assigned Ba3 ratings to the proposed US$80
million senior secured revolving credit facility and US$450
million term loan B.  Proceeds from the new facilities, along
with a portion out outstanding cash balances, will be used to
fund a special dividend and debt repurchase, and pay associated
fees and premiums.  Moody's said the outlook is positive.

Samsonite also carries Standard & Poor's BB- issuer credit
rating with negative outlook.


SAMSONITE CORP: Jan. 31 Balance Sheet Upside-Down by US$222 Mln
---------------------------------------------------------------
Samsonite Corporation reported results for the fourth quarter
and fiscal year ended Jan. 31, 2007.

The Company had a net loss for the fourth quarter of US$18.5
million, compared with net income in the fourth quarter of the
prior year of US$6.5 million.  The net loss for the current year
fourth quarter includes US$22.5 million of tender premiums and
other expenses related to the retirement of debt.  Net loss to
common stockholders, after preferred stock dividends of US$126.5
million, was US$145.0 million for the fourth quarter, compared
to net income, after preferred stock dividends of US$4.0
million, of US$2.5 million, in the prior year fourth quarter.

At Jan. 31, 2007, the company's balance sheet showed total
assets of $651,125,000 and total liabilities of $873,399,000,
resulting in a $222,274,000 stockholders' deficit.  At Jan. 31,
2006, deficit was $51,213,000.

Revenues and operating income for the fourth quarter were
US$286.0 million and US$21.1 million, compared to revenues of
US$249.3 million and operating income of US$25.9 million in the
prior year quarter.

Revenues and operating income for the fiscal year ended Jan. 31,
2007, were US$1,070.4 million and US$79.8 million, respectively,
compared to revenues of US$966.9 million and operating income of
US$73.0 million in the prior year.  Operating income reflects
deductions for restructuring charges and expenses of US$5.5
million and US$11.2 million and asset impairment charges of
US$1.6 million and US$5.5 million during fiscal years 2007 and
2006, respectively.  In fiscal year 2007, these charges relate
to the planned closure of the Company's Denver, Colorado
facilities and related consolidation of its corporate functions
in its Mansfield, Massachusetts office; the planned relocation
of distribution functions from the Company's Denver, Colorado
facilities to the southeast region of the U.S.; and the closure
of a softside manufacturing plant in Slovakia.

In fiscal year 2007, the Company had a net loss before the
cumulative effect of an accounting change of US$8.2 million
compared to net income of US$13.3 million for fiscal 2006.  The
consolidated net loss for fiscal 2007 includes US$22.5 million
of tender premiums and other expenses related to the retirement
of debt.  In fiscal 2007, the Company had a consolidated net
loss to common stockholders, after preferred stock dividends of
US$138.4 million and the cumulative effect of an accounting
change of US$1.4 million, of US$145.2 million.  In fiscal 2006,
the Company had consolidated net loss to common stockholders,
after preferred stock dividends of US$14.8 million, of US$1.5
million.  In connection with the special cash distribution of
US$175.0 million during the fourth quarter of fiscal 2007,
514,832,157 common shares were issued upon the conversion of
over 99% of the outstanding convertible preferred stock
resulting in a total of 742,006,783 shares of common stock
outstanding at year-end.

Adjusted EBITDA (operating earnings before interest, taxes,
depreciation and amortization, as adjusted to exclude certain
items of other income and expense, preferred stock dividends,
minority interests, goodwill and asset impairment charges,
restructuring charges, expenses and associated non-trade
receivables write-off, stock-based compensation expense,
deferred stock offering costs, and ERP project expenses and to
include realized currency hedge gains and losses) for fiscal
year 2007 was US$134.7 million versus US$121.4 million in fiscal
year 2006.  Adjusted EBITDA for the fourth quarter fiscal year
2007 was US$38.1 million compared to US$34.5 million for the
prior year.

"I am very pleased with the financial performance for the fourth
quarter and for fiscal year 2007," Chief Executive Officer,
Marcello Bottoli said.  "Fourth quarter revenues rose an
impressive 10.9% on a constant currency basis compared to the
prior year, while quarterly gross profit margins improved 250
basis points year-on-year, to 51.9%.  This robust performance
has allowed us to increase investment in our brands and to
achieve a 10.4% increase in Adjusted EBITDA versus the prior
fourth quarter to US$38.1 million.  These accomplishments are a
direct reflection of the caliber and commitment of our people.
Our strategy is working and we are confident the Company is
positioned upon a clear growth trajectory."

Richard Wiley, Chief Financial Officer, commented: "The
Company's strategy of streamlining operations while delivering
top line growth resulted in a 10.9% year-on-year increase in
fiscal 2007 Adjusted EBITDA to US$134.7 million. Execution of
our strategic plan to improve margins resulted in a 240 basis
point increase in gross profit margins to 51.0% in fiscal 2007
from 48.6% in the prior year. This was driven by price
increases, improved sales mix and lower fixed manufacturing and
direct product costs. In the last twelve months, average net
working capital efficiency improved 120 basis points over the
prior year to 15.4% of sales in January 2007. The Company's debt
net of cash position as of January 31, 2007 was US$423.4
million. Subsequent to the end of fiscal year 2007, the Company
redeemed additional subordinated debt, reducing total debt and
cash by US$19.1 million. This compares with a total debt net of
cash position of US$221.8 million as of January 31, 2006."

                       About Samsonite

Samsonite Corporation (OTC Bulletin Board: SAMC.OB) --
http://www.samsonite.com/-- manufactures, markets and
distributes luggage and travel-related products.  The company's
owned and licensed brands, including Samsonite, American
Tourister, Trunk & Co, Sammies, Hedgren, Lacoste and Timberland,
are sold globally through external retailers and 284 company-
owned stores.  Executive offices are located in London.  The
company has global locations in Aruba, Australia, Costa Rica,
Indonesia, India, Japan, and the UnitedStates among others.
Executive offices are located in London, England.

                        *     *     *

As reported in the Troubled Company Reporter-Europe on Dec. 14,
Moody's Investors Service confirmed the B1 corporate family
rating for Samsonite Corp.

Moody's also assigned Ba3 ratings to the proposed US$80
million senior secured revolving credit facility and US$450
million term loan B.  Proceeds from the new facilities, along
with a portion out outstanding cash balances, will be used to
fund a special dividend and debt repurchase, and pay associated
fees and premiums.  Moody's said the outlook is positive.

Samsonite also carries Standard & Poor's BB- issuer credit
rating with negative outlook.


SEA CONTAINERS: Wants US$176 Million DIP Lending Pact Approved
--------------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates ask permission
from the Honorable Kevin J. Carey of the U.S. Bankruptcy Court
for the District of Delaware to enter into a commitment letter
with certain debtor-in-possession lenders.

Pursuant to a commitment letter dated May 3, 2007, Caspian
Capital Partners LP, Dune Capital LP and Trilogy Capital LLC
have committed to provide the Debtors with a senior secured
debtor-in-possession credit facility of up to US$176,500,000,
Mark Wilson, senior vice president and CEO of SCL, informs Judge
Carey.

Caspian Capital will act as the administrative and collateral
agent under the DIP Facility.

The DIP Facility consists of a term loan of up to US$151,500,000
and a US$25,000,000 revolving credit facility.

The Term Loan provides for a non-amortizing term loan available
in a single drawing on the closing date.  The Debtors intend to
use the proceeds of the Term Loan to help fund repayment of an
existing debt securitization facility involving Sea Containers
SPC Ltd., a non-debtor, "bankruptcy remote" subsidiary organized
and existing under the laws of Bermuda.  The Repayment will
prevent foreclosure of SPC by its lenders who have alleged a
default under that the SPC Securitization Facility.

The proceeds of the Revolving Credit Facility will be used to
fund operating and administrative expenses during the Debtors'
Chapter 11 cases.

The Commitment Letter also includes an agreement by SCL to pay
certain expenses and to indemnify the DIP Lenders and the
Administrative and Collateral Agent in certain circumstances,
Mr. Wilson notes.  SCL intends to pay all costs and expenses of:

   -- the DIP Lenders relating to the structuring of the
      proposed financing for SCL or SPC, including negotiation,
      documentation and administration of the Commitment Letter
      and the DIP Credit Documents;

   -- the DIP Lenders relating to the enforcement and
      preservation of the respective DIP Agent's and DIP
      Lenders' rights and remedies under and in connection with
      the Commitment Documents and DIP Credit Documents; and

   -- negotiating, documenting and obtaining court approval of
      SCL's entry into the Commitment Documents, the DIP Credit
      Documents and other related transactions.

Mr. Wilson maintains that the DIP Lenders' proposal offers
attractive financing terms, including no cash upfront fees or
break-up fees and a solution to the Debtors' dispute with their
Noteholders.

"The DIP Lenders' proposal will allow the Debtors to lock in
permanent financing, thereby enabling the Debtors and their
advisors to focus their efforts going forward on key
restructuring initiatives and developing a confirmable
Chapter 11 plan," Mr. Wilson says.

Moreover, the structure of the proposal ensures that the bulk of
the covenants and other obligations under the Facility will
relate to assets and operations of SCL rather than SPC, who does
not have direct control over its primary assets, the containers
leased or managed by GE SeaCo.

A full-text copy of the Caspian Commitment Letter and the DIP
Facility contemplated under the Commitment Letter is available
for free at http://researcharchives.com/t/s?1eac

Under the DIP Facility contemplated under the Caspian Commitment
Letter, SPC Holdings Ltd. will guarantee the payment of the DIP
Obligations as they become due.

SCL's DIP Obligations will be secured by a perfected, first
priority security interest in and Lien on:

   (i) SCL's security interests in SPC Holdings,
  (ii) all cash and cash equivalents of SCL, and
(iii) all amounts received or receivable by SPC Holdings from
       SPC Holdings and SPC.

All DIP Obligations will be granted a superpriority
administrative expense claim under Section 364(c)(1) of the
Bankruptcy Code.

The DIP Lenders' commitment to provide the proposed financing is
subject to the Bankruptcy Court's entry of a final order on or
before:

   (i) May 18, 2007, approving and authorizing SCL's entry into
       the Commitment Documents; and

  (ii) June 18, 2007, approving and authorizing SCL's entry into
       the DIP Credit Documents and other related transactions.

Additionally, the Debtors ask the Court for permission to:

   (a) use estate funds to pay certain out-of-pocket costs and
       expenses of the DIP Lenders, including the reasonable
       fees and expenses of their legal and other advisors; and

   (b) provide indemnification to the DIP Lenders and the DIP
       Agent in their capacities under the contemplated DIP
       Credit Facility.

The Commitment Letter represents the culmination of a lengthy
negotiating process, during which both SCL and Sea Containers
Services Limited sought the input of their creditors committees
on a frequent, sometimes daily, basis, Mr. Wilson maintains.

Gibson, Dunn & Crutcher LLP represents the DIP Lenders in the
Debtors' cases.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of US$62,400,718 and total liabilities of
US$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No.
14; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive period to file a chapter 11 plan of
reorganization expires on June 12, 2007.


SEA CONTAINERS: Court Okays AP Services as Crisis Managers
----------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates obtained
authority from the Honorable Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware to employ AP
Services LLC to provide them certain temporary employees and
interim management to oversee and manage their restructuring
efforts.

As interim management for the Debtors, Laura Barlow, the
Debtors' chief financial officer and chief restructuring
officer, is expected to:

   -- manage the Debtors' financial, treasury and tax functions;

   -- oversee negotiations with potential acquirers of the
      Debtors' assets;

   -- oversee management of the "working group" professionals
      who are assisting the Debtors in the reorganization
      process or who are working for the Debtors' various
      stakeholders to improve coordination of their effort and
      individual work product to be consistent with the Debtors'
      restructuring goal;

   -- work with the Debtors to further identify and implement
      both short-term and long-term liquidity generating
      initiatives;

   -- oversee the Debtors' execution of its planned disposal
      program in respect of various non-core assets;

   -- oversee the Debtors' management of the relationship with
      its stakeholders and their advisers and in meeting its
      requirements to provide information to those stakeholders;

   -- oversee the Debtors' negotiation and restructuring of its
      current indebtedness with its key stakeholders, including
      liaising and negotiating with the different stakeholders;
      and

   -- manage other matters as may be requested by the Debtors
      that fall within APS Services' expertise and that are
      mutually agreeable.

APS Services will be paid on an hourly rate basis:

      Assisting Member            Hourly Rate
      ----------------            -----------
      Managing Directors         GBP485-GBP545
      Directors                  GBP415-GBP440
      Vice Presidents            GBP315-GBP360
      Associates                 GBP220-GBP285

Ms. Barlow assures the Court that AP Services does not hold or
represent any interest adverse to the Debtors' estate, and is
deemed a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of US$62,400,718 and total liabilities of
US$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No.
16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive period to file a chapter 11 plan of
reorganization expires on June 12, 2007.


SEA CONTAINERS: Trustee Amends List of Unsecured Creditors Panel
----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, informs
the U.S. Bankruptcy Court for the District of Delaware that The
Bank of New York has resigned from the Official Committee of
Unsecured Creditors of Sea Containers, Ltd. and its debtor-
affiliates.

The U.S. Trustee has appointed HSBC Bank USA, N.A., in its
capacity as indenture trustee, to fill in the vacant post.

The Creditors Committee is currently composed of:

   1. HSBC Bank USA, National Association
      452 Fifth Avenue
      New York, NY 10018-2706
      Attn: Sandra E. Horwitz
      Phone: (212) 525-1358
      Fax: (212) 525-1300

   2. HSH Nordbank AG
      Gerhart-Hauptmann-Platz 50
      Hamburg, Germany D20095
      Attn: Jorg-Rainer Kalz
      Phone: (9) 40-3333-13561
      Fax: (9) 40-3333-13561

   3. Trilogy Capital LLC
      2 Pickwick Plaza
      Greenwich, CT 06830
      Attn: Barry D. Kupferberg
      Phone: (203) 971-3420
      Fax: (203) 971-3499

   4. Dune Capital LLC
      c/o Dune Capital Management LP
      623 Fifth Avenue, 30th Floor
      New York, NY 10022
      Attn: Andrew B. Cohen
      Phone: (212) 301-8308
      Fax: (646) 885-2473

   5. Mariner Investment Group, Inc.
      500 Mamaroneck Avenue, Suite 101
      Harrison, NY 10528
      Attn: Adam S. Cohen
      Phone: (914) 798-4234
      Fax: (914) 777-3363

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of US$62,400,718 and total liabilities of
US$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No.
14; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive period to file a chapter 11 plan of
reorganization expires on June 12, 2007.


SOUTH HERTS: Claims Filing Period Ends May 31
---------------------------------------------
Creditos of South Herts Waste Management Ltd. have until May 31
to send in writing their names and addresses and the particulars
of their debts or claims and the names and addresses of their
solicitors (if any) to:

         Stephen Mark Oldfield and Michael John Andrew Jervis,
         Joint Liquidators
         PricewaterhouseCoopers LLP
         Hill House
         Richmond Hill
         Bournemouth
         BH2 6HR
         England

PricewaterhouseCoopers LLP -- http://www.pwcglobal.com/--  
provides auditing services, accounting advice, tax compliance
and consulting, financial consulting and advisory services to
clients in a variety of industries.


VIRGIN MEDIA: Posts GBP120.3 Mln Net Loss in First Quarter 2007
---------------------------------------------------------------
Virgin Media Inc. (fka NTL Inc.) released unaudited financials
results for the first quarter ended March 31, 2007.

Virgin Media posted GBP120.3 million in net losses against GBP1
million in revenues for the first quarter ended March 31, 2007,
compared with GBP119.9 million in net losses against GBP611.4
million in revenues for the same period in 2006.

Consumer revenue in the first quarter was GBP637.3 million (Q4
2006: GBP644.4 million) from a base of 4.81 million customers,
down 46,900 on the previous quarter.  The revenue decline
primarily reflected a small decrease in ARPU to GBP42.75 from
GBP42.82 and the net customer loss.

RGU per customer grew to 2.20 from 2.17 in the quarter and
triple play penetration increased to 42.9% from 40.6% reflecting
Virgin Media's drive to encourage bundling and focus on better
quality customers.  This had a positive impact on ARPU but was
offset by lower telephony usage.  The Company expects a return
to ARPU growth for the balance of the year, as a result of
continued growth in RGU per customer.

Gross customer additions in the first quarter were 184,300, down
from 213,500 in the fourth quarter, due to the loss of BSkyB's
basic channels from its platform and to increased competitor
activity.

On March 1, 2007, BSkyB removed its basic channels from Virgin
Media's TV platform.  Intense publicity surrounding the
channels' withdrawal caused customer confusion and affected the
acquisition of new subscribers.  Sky's removal of its basic
channels did not significantly impact churn in the first
quarter, since customers are required to give 30 days' notice in
order to cancel their contracts.  The impact on churn,
therefore, will become clear in subsequent quarters.  The
Company has taken action to mitigate the impact of the channels'
withdrawal through its competitively priced consumer
propositions, reinvigorated communications and marketing, the
increased range and availability of VOD content and the inherent
appeal of the new Virgin Media brand.  It therefore believes the
overall churn impact to be within expectations.

As a result of the Sky basics issue and also continuing pressure
on telephony, Virgin Media expects negative customer, TV and
telephony net additions in the second quarter.  The Company has
significantly enhanced its retail sales presence with an
agreement with the Dixons group to market, demonstrate and sell
its products in 730 retail stores including Currys Digital,
Currys and PC World.  It is also in discussions with other
retail chains to expand retail presence further.

At March 31, 2007, Virgin Media's balance sheet showed GBP11
billion in total assets, GBP7.9 billion in total liabilities and
GBP3.1 billion in total shareholders' equity.

The Company's balance sheet at March 31, 2007, also showed
strained liquidity with GBP988.9 million in total current assets
available to pay GBP1.4 billion in total liabilities coming due
within the next 12 months.

"Our first quarter of 2007 shows strong growth in TV and
broadband, while fixed line telephone continues to struggle,"
Steve Burch, Virgin Media Chief Executive Officer, said.  "We
are encouraged by the decline in churn and the impact that our
rebrand message is having on consumers.  The GBP25 million
incremental spending on rebrand and marketing will have long
term benefits as we establish our position in the marketplace.
With reinvigorated products and packaging, and a focus on cash
flow growth, the outlook for our business remains strong."

                       About Virgin Media

Headquartered in London, England, Virgin Media Inc. (fka NTL
Inc.) (NASDAQ: VMED) -- http://virginmedia.com/-- provides
broadband, digital television, telephony, content and
communications services, reaching over 50% of the U.K. homes and
85% of the U.K. businesses.

                          *     *     *

In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the existing non-financial speculative-grade
corporate issuers in Europe, Middle East and Africa, the rating
agency confirmed its Ba3 Corporate Family Rating for Virgin
Media Inc.

Moody's also assigned a Ba3 Probability-of-Default Rating to the
company.

The implementation of the LGD methodology in EMEA follows the
introduction of the methodology in September 2006.  Most of the
rating actions Moody's confirmed relate to senior secured loans.

* Issuer: Virgin Media Finance PLC
                                                      Projected
                           Old      New      LGD      Loss-Given
   Debt Issue              Rating   Rating   Rating   Default
   ----------              -------  -------  ------   ----------
   9.75% Sr. Unsec.
   Regular Bond/Debenture
   Due 2014                B2       B2       LGD6     93%

   8.75% Sr. Unsec.
   Regular Bond/Debenture
   Due 2014                B2       B2       LGD6     93%

   9.125% Sr. Unsec.
   Regular Bond/
   Debenture Due 2016      B2       B2       LGD6     93%

* Issuer: Virgin Media Investment Holdings Ltd.
                                                      Projected
                           Old      New      LGD      Loss-Given
   Debt Issue              Rating   Rating   Rating   Default
   ----------              -------  -------  ------   ----------
   Sr. Unsec. Bank
   Credit Facility
   Due 2013                B1       B2       LGD5     86%

   Sr. Sec. Bank
   Credit Facility
   Due 2011                Ba3      Ba2      LGD3     39%

   Sr. Sec. Bank Credit
   Facility Due 2012       Ba3      Ba2      LGD3     39%

As reported in the TCR-Europe on March 23, Standard & Poor's
Ratings Services affirmed its 'BB-' senior secured debt rating
and '1' recovery rating on Virgin Media Investment Holdings
Ltd.'s GBP4.98 billion senior secured facilities.

The '1' recovery rating reflects the rating agency's
expectations of full recovery of principal in the event of a
payment default.


WALES WILLIAMS: Claims Filing Period Ends June 6
------------------------------------------------
Creditors of Wales Williams Ltd. have until June 6 to send in
their full forenames and surnames, their addresses and
descriptions, full particulars of their debts or claims, and the
names and addresses of their solicitors (if any) to:

         Lloyd Biscoe
         Liquidator
         Begbies Traynor
         The Old Exchange
         234 Southchurch Road
         Southend-on-Sea
         Essex
         SS1 2EG
         England

Lloyd Biscoe of Begbies Traynor was appointed liquidator of the
company on April 25.

Begbies Traynor -- http://wwwbegbies.com/-- assists companies,
creditors, financial institutions and individuals on all aspects
of financial restructuring and corporate recovery.


WEBSTERS SOLICITORS: Brings In Kroll Ltd as Joint Administrators
----------------------------------------------------------------
David John Whitehouse and Neil Hunter Cooper of Kroll Ltd. were
appointed joint administrators of Websters Solicitors on
April 27.

Kroll Limited -- http://www.krollworldwide.com/-- offers risk-
consulting services worldwide.  The firm is an operating unit of
Marsh & McLennan Companies, Inc., the global professional
services firm.  Kroll's services include corporate advisory and
restructuring, financial accounting, valuation and litigation,
electronic evidence and data recovery, business intelligence and
investigations, background screening, and security services.

The company can be reached at:

         Webster Solicitors
         6 Walnut Tree Park
         Walnut Tree Close
         Guilford
         GU1 4TR
         England
         Tel: 01483 469 900


WHOLE FOODS: Earns US$46 Million in 12 Weeks Ended April 8
----------------------------------------------------------
Whole Foods Market, Inc. reported financial results for the
12-week quarter and 28-week period ended April 8, 2007.

Net income for the 12-week quarter ended April 8, 2007 was
US$46 million, compared to US$51.8 million net income in the
same period ended April 9, 2006.

Sales increased 11.6% to US$1.5 billion driven by 12% ending
square footage growth and a 6% increase in comparable store
sales on top of an 11.9% increase in the prior year.

During the quarter, the company produced US$67 million in cash
flow from operations and received US$14 million in proceeds from
the exercise of stock options.  Capital expenditures in the
quarter were US$102 million of which US$77 million was for new
stores, and the company paid approximately US$25 million to
shareholders in cash dividends.  At the end of the quarter, the
company had total cash and investments of approximately US$170
million and total long-term debt of approximately US$3 million.

For the 28-week period ended April 8, 2007, the company
disclosed net income of US$99.7 million, compared to net income
of US$110.1 million in the same period ended April 9, 2006.

Sales increased 11.9% to US$3.3 billion driven by 12% ending
square footage growth and comparable store sales growth of 6.6%.

"We opened a record six new stores during the quarter which
brings us to 15 opened over the last 12 months, and we are still
on track to open more stores this fiscal year than we ever
have," John Mackey, chairman, chief executive officer, and co-
founder of Whole Foods Market, said.  "We are very excited to
see the acceleration in our new store openings materialize as
some of these are incredibly exciting stores that will allow us
to redefine the marketplace and further differentiate our
shopping experience from other food retailers.  In addition, our
new stores open at least one year continue to outperform our
sales and ROIC projections, and we expect these new stores to be
strong drivers of our future sales and earnings growth."

As of April 8, 2007, the company's balance sheet showed total
assets of US$2.1 billion and total liabilities of US$686
million, resulting in a US$1.5 stockholders' equity.  Equity as
of April 9, 2006, was US$1.4 billion.

                    Wild Oats Proposed Merger

On April 24, 2007, the company extended the expiration date for
its tender offer to purchase outstanding shares of Wild Oats
Markets, Inc. to 5:00 p.m., Eastern Daylight Time, on Tuesday,
May 22, 2007.  The company is working diligently with the
Federal Trade Commission regarding the FTC's Hart-Scott-Rodino
review.  Although the FTC has not yet decided whether to
challenge the Wild Oats transaction, members of the FTC staff
have voiced concerns regarding perceived anticompetitive effects
resulting from the proposed tender offer and merger.

                   About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market, Inc.
(NASDAQ: WFMI) -- http://www.wholefoodsmarket.com/-- is a
Fortune
500 company and the largest natural and organic foods retailer.
The company had sales of US$5.6 billion in fiscal year 2006 and
currently has 191 stores in the United States, Canada and the
United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on May 1, 2007,
Standard & Poor's Ratings Services said that while the ratings
on Whole Foods Market Inc., including the 'BBB-' corporate
credit rating, currently remain on CreditWatch with negative
implications, where they were placed on Feb. 22, 2007, S&P will
lower the corporate credit rating to 'BB+' from 'BBB-' upon
closure of its acquisition of Wild Oats Inc.  At this time,
ratings will also be removed from CreditWatch.  S&P said the
outlook will be stable.


* KPMG LLP Appoints 25 New Partners in the U.K.
-----------------------------------------------
KPMG LLP, the U.K. member firm of KPMG International, has
announced the appointment of 25 new partners.

The appointments are aimed at building on the firm's capability
across Audit, Tax and Advisory services.  They take effect from
Oct. 1, 2007.

"Our new partners will support our strategy for growth, along
with out commitment to broaden our offerings to help meet strong
demand in the marketplace.  We will continue to invest in our
culture, people and in developing new ways to serve our
clients," KPMG LLP Chairman and Senior Partner John Griffith-
Jones said.

"All these people will have a vital role in the merger of KPMG's
member firms in the U.K. and Germany - and to be the first
choice for our people and clients across Europe," Mr. Griffith-
Jones added.

New KPMG U.K. partners from Oct. 1, 2007:

Audit

   -- Andrew Campbell-Orde (Bristol);
   -- Nick Frost (London);
   -- Colin Martin (London); and
   -- Ben Priestley (London).

Tax and People Services

   -- Tom Aston (London);
   -- Paula Claisse (Southampton);
   -- Jon Meeten (Edinburgh);
   -- Mike Michael (London);
   -- Neil O'Brien (London); and
   -- Helen Sant (Cambridge).

Advisory

   -- Lee Edwards (London);
   -- Patrick Fenton (London);
   -- Marieanne Newton (London);
   -- Chris Oxborough (London);
   -- Liz Claydon (London);
   -- Stephen Courtney (London);
   -- Anthony Lobo (London);
   -- Andrew Milner (London);
   -- Richard Peberdy (Nottingham);
   -- Andy Pyle (London);
   -- Nick Hopkins (Bristol);
   -- Neil Meredith (Birmingham);
   -- Andrew Nicholson (London);
   -- Hitesh Patel (London); and
   -- Steve Balmer (London).

KPMG LLP -- http://www.kpmg.co.uk/-- a U.K. limited liability
partnership operates from 22 offices across the U.K. with over
10,000 partners and staff.  The U.K. firm recorded a turnover of
GBP1.45 billion in the year ended September 2006.

KPMG is a global network of professional firms providing Audit,
Tax, and Advisory services.  It operates in 148 countries and
has more than 113,000 professionals working in member firms
around the world.


* BOOK REVIEW: A History of the American Bar
--------------------------------------------
Author:     Charles Warren
Publisher:  Beard Books
Paperback:  604 pages
List Price: US$34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1893122263/internetbankru
pt

The book A History of the American Bar is written by Charles
Warren.  This book is a fascinating look at the great lawyers,
the rise of bar associations, and the role of law in early
American history.

This volume gives a fascinating historical insight to the men
who composed the American Bar of the past and to the influences
that produced the great American lawyers.

Part One covers the legal situation in the American colonies,
including the status of the common law as applied by courts,
composition of the courts, descriptions of the leading lawyers,
legislation on the legal profession, the education of lawyers,
and an account of the Colonial Bar Associations.

Part Two portrays the growth of the American Bar from the
foundation of the United States Supreme Court to the opening of
the Civil War. Leading cases before the Supreme Court are
offered as striking events in legal history.

The book describes the lawyers who argued those cases and the
manner of argument. All those who would like to know the role of
the American Bar in American history will be engrossed by this
work.

                           *********

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

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

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

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

                           *********


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

Troubled Company Reporter -- Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Jazel P. Laureno, Julybien Atadero, Carmel Zamesa
Paderog, Joy Agravante, Zora Jayda Zerrudo Sala, Kristina A.
Godinez, and Pius Xerxes Tovilla, Editors.

Copyright 2007.  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$625 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 Christopher Beard at 240/629-3300.


                 * * * End of Transmission * * *