TCREUR_Public/090406.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

            Monday, April 6, 2009, Vol. 10, No. 67

                            Headlines

A U S T R I A

A D A LLC: Claims Registration Period Ends April 7
ACTIV HAUS: Claims Registration Period Ends April 7
ERWIN BACHNER: Claims Registration Period Ends April 7
PSICK KG: Claims Registration Period Ends April 7
WILHELM SCANDELLA: Claims Registration Period Ends April 6


B E L G I U M

DEXIA GROUP: Moody's Cuts Preferred Stock Ratings to 'B2'


G E R M A N Y

BLUE WILLI: Claims Registration Period Ends May 4
COMMERZBANK AG: Seeks Approval of SoFFin Deal at Annual Meeting
GENERAL MOTORS: European Units May Need More Drastic Govt. Aid
GRAND STYLE: Claims Registration Period Ends April 29
GREENLINE PFLANZENLOGISTIK: Claims Registration Ends April 27

HYPO REAL ESTATE: DBRS Comments on 2008 Results, Cuts TruPS to 'D'
IS SERVICECENTER: Claims Registration Period Ends May 15
MAIER SPEDITION: Claims Registration Period Ends April 30
RAILWAY RETARDER: Claims Registration Period Ends May 7
UNITYMEDIA GMBH: Moody's Lifts Corporate Family Rating to 'Ba3'


I R E L A N D

ARDAGH GLASS: Moody's Affirms Corporate Family Rating at 'B2'
ELVA FUNDING: S&P Cuts Rating on Series 2004-8 Notes to 'BB-'
KC CLO: Moody's Withdraws 'Ba3' Rating on US$35 Mln Class B Notes


I T A L Y

ALITALIA SPA: Alis Holding Buys Stake in Cargo Unit
IT HOLDING: Owes Suppliers EUR100 Million, Lawyer Says


K A Z A K H S T A N

ABSOLUT TRADE: Creditors Must File Claims by May 8
BWK-INVEST LLP: Creditors Must File Claims by May 8
IASSAUI-KA LLP: Creditors Must File Claims by May 8
INTER GROUP-A: Creditors Must File Claims by May 8
MI & A Ltd.: Creditors Must File Claims by May 8

MONTAGE-2003 LLP: Creditors Must File Claims by May 8
PROM NALADKA: Creditors Must File Claims by May 8
TOMIRIS LLP: Creditors Must File Claims by May 8
TORES LTD:: Creditors Must File Claims by May 8
STROY DARTS: Creditors Must File Claims by May 8


K Y R G Y Z S T A N

CITY BUILDING: Creditors Must File Claims by April 10
FORTEX TRADING: Creditors Must File Claims by April 10


L U X E M B O U R G

KAUPTHING BANK: Court Extends Suspension of Payments' Period
BERNARD L. MADOFF: Luxembourg Court Names Liquidators for 2 Funds


N E T H E R L A N D S

ASTIR BV: S&P Lowers Rating on EUR30 Million Notes to 'BB'
KROYMANS CORP: Four Units Declared Bankrupt, Union Says
NXP BV: S&P Cuts Long-Term Corporate Credit Rating to 'SD'


R U S S I A

BILIN LLC: Creditors Must File Claims by May 27
INVEST-STROYTEK LLC: Court Names Insolvency Manager
IZHAVTO OAO: Halts Production; 5,000 Jobs at Risk
KAZANORGSINTEZ OJSC: S&P Cuts Corporate Credit Rating to 'CC'
KOMI-LES LLC: Creditors Must File Claims by April 27

LEN-STROY-PROEKT LLC: Creditors Must File Claims by May 27
MOBILE TELESYSTEMS: Moody's Changes Outlook to Stable
NOVGOROD MACHINE: Creditors Must File Claims by May 27
NUTRITEK: May Get Temporary Reprieve on US$220 Million Debt
PETERBURG-KALININGRAD-STROY CJSC: Claims Deadline is May 27

PROGRESS LLC: Creditors Must File Claims by April 27
RENAISSANCE SECURITIES: Fitch Cuts Rating on US$250MM Bond to 'B'
SMOLENSK-NERUD OJSC: Creditors Must File Claims by April 27
STROY-PARTNER CJSC: Creditors Must File Claims by May 27
VIMPEL-COMMUNICATION: Moody's Gives Neg. Outlook on 'Ba2' Rating

VOLGOGRAD AGRO: Creditors Must File Claims by April 27


S L O V E N I A

ISTRABENZ D.D.: Share Trading Suspended Until April 17


S P A I N

BANCAJA 7: S&P Affirms Rating on Class D Notes at 'BB'
BBVA RMBS 1: Moody's Downgrades Rating on Class C Notes to 'Ba3'
BBVA RMBS 3: Moody's Lowers Rating on Class C Notes to 'B3'
CAJA CASTILLA: Fitch Comments on Multi-Issuer Cedulas Transactions
GC FTGENCAT: Fitch Cuts Rating on Class D Notes to 'CC'

HIPOCAT 10: Moody's Lowers Rating on Class D Notes to 'C'
HIPOCAT 11: Moody's Downgrades Rating on Class D Notes to 'C'
HIPOCAT 12: Moody's Cuts Rating on Class D Notes to 'C'


S W E D E N

STENA AB: S&P Retains 'BB+' Issue Rating on Senior Unsecured Notes


S W I T Z E R L A N D

ARQUATIS LLC: Creditors Must File Proofs of Claim by April 14
BTA TRAVEL: Deadline to File Proofs of Claim Set April 15
CELESTRIUS JSC: Creditors Have Until April 20 to File Claims
DAHLMEYER IMMOBILIEN: Proof of Claim Filing Deadline is May 11
INTERAGOGIK LLC: Creditors' Proofs of Claim Due by May 6

KEYSTART LLC: April 22 Set as Deadline to File Claims
S + W LLC: Creditors Must File Proofs of Claim by April 15
SABON-VERLAG LLC: Deadline to File Proofs of Claim Set April 23
TELL MAKLER: Creditors Have Until April 14 to File Claims
WERE FASHION: Proof of Claim Filing Deadline is April 20


U K R A I N E

ACE-PLUSS LLC: Creditors Must File Claims by April 16
ART-CREATIVE TRADE: Creditors Must File Claims by April 13
GAUDEAMUS LLC: Creditors Must File Claims by April 13

* Moody's Reviews 'D' BFSRs of Four Ukrainian Banks for Downgrade


U N I T E D   K I N G D O M

ADVANTAGE CELLULAR: Taps Administrators from Smith & Williamson
ALDERSHOT: Sold to Synergy Print Management; 8 Jobs Saved
BRADFORD & BINGLEY: DBRS Cuts Rating on 2 Securities to 'B'
BROOKLANDS EURO: S&P Corrects March 31 Media Release
FRESHWAY FOODS: Taps Joint Administrators from BDO Stoy Hayward

GLASCON LIMITED: Claims Filing Deadline is April 28
G B ENVIRONMENTAL: Appoints Administrators from Tenon Recovery
HEALTH MANAGEMENT: Moody's Withdraws Rating on GBP75.8 Mil. Bonds
JH BIRTWISTLE: In Administration; Begbies Traynor Appointed
SOUTHAMPTON LEISURE: Goes Into Administration; Begbies Appointed

STEAD MCALPIN: Placed Into Administration; 62 Jobs Affected
TRICON ENGINEERING: Taps Administrators from Tenon Recovery
VITRALEX LIMITED: Claims Filing Deadline is April 28

* S&P Corrects Media Release on EU Financial Institutions
* FITCH: Credit Deterioration in EU Leveraged Auto Cos Accelerates

* BOND PRICING: For the Week March 30 to April 3, 2009


                         *********


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


A D A LLC: Claims Registration Period Ends April 7
--------------------------------------------------
Creditors owed money by LLC A D A (FN 221974h) have until April 7,
2009, to file written proofs of claim to the court-appointed
estate administrator:

         Christopher Schuster
         Fabrikstrasse 3
         4020 Linz
         Austria
         Tel: 77 33 33-0
         Fax: 77 33 33-44
         E-mail: ra-schuster@aon.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 9:00 a.m. on April 21, 2009, for the
examination of claims at:

         Land Court of Linz (458)
         Hall 522
         Linz
         Austria

Headquartered in Windhaag bei Perg, Austria, the Debtor declared
bankruptcy on Feb. 26, 2009, (Bankr. Case No. 17 S 4/09a).


ACTIV HAUS: Claims Registration Period Ends April 7
---------------------------------------------------
Creditors owed money by LLC Activ Haus (FN 291720a) have until
April 7, 2009, to file written proofs of claim to the court-
appointed estate administrator:

         Dr. Franz Hofbauer
         Hauptplatz 6
         3370 Ybbs/Donau
         Austria
         Tel: 07412/52731
         Fax: 07412/52731-22
         E-mail: kanzlei@hofbauer-nokaj.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 10:30 a.m. on April 28, 2009, for the
examination of claims at:

         Land Court of St. Poelten (199)
         Room 216
         St. Poelten
         Austria

Headquartered in Zelking, Austria, the Debtor declared bankruptcy
on Feb. 26, 2009, (Bankr. Case No. 14 S 37/09w).


ERWIN BACHNER: Claims Registration Period Ends April 7
------------------------------------------------------
Creditors owed money by LLC Erwin Bachner (FN 94007x) have until
April 7, 2009, to file written proofs of claim to the court-
appointed estate administrator:

         Dr. Peter Schobel
         Wiener Strasse 12
         3100 St. Poelten
         Austria
         Tel: 02742/35 42 34
         Fax: 02742/35 14 48
         E-mail: office@plusjus.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 11:10 a.m. on April 28, 2009, for the
examination of claims at:

         Land Court of St. Poelten (199)
         Room 216
         St. Poelten
         Austria

Headquartered in Ober-Grafendorf, Austria, the Debtor declared
bankruptcy on Feb. 26, 2009, (Bankr. Case No. 14 S 37/09w).


PSICK KG: Claims Registration Period Ends April 7
-------------------------------------------------
Creditors owed money by KG Psick (FN 300234x) have until April 7,
2009, to file written proofs of claim to the court-appointed
estate administrator:

         Dr. Hans-Joerg Haftner
         Wiener Strasse 12
         3100 St. Poelten
         Austria
         Tel: 02742/35 42 34
         Fax: 02742/35 14 48
         E-mail: office@plusjus.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 11:30 a.m. on April 28, 2009, for the
examination of claims at:

         Land Court of St. Poelten (199)
         Room 216
         St. Poelten
         Austria

Headquartered in St. Poelten, Austria, the Debtor declared
bankruptcy on Feb. 26, 2009, (Bankr. Case No. 14 S 35/09a).


WILHELM SCANDELLA: Claims Registration Period Ends April 6
----------------------------------------------------------
Creditors owed money by LLC Wilhelm Scandella & Co. (FN 15666p)
have until April 6, 2009, to file written proofs of claim to the
court-appointed estate administrator:

         Dr. Gerhard Mueller
         Maria-Theresien-Strasse 8
         6890 Lustenau
         Austria
         Tel: 05577/88644
         Fax: 05577/88644-3
         E-mail: kanzlei@grabher-mueller.jet2web.at

Creditors and other interested parties are encouraged to attend
the creditors' meeting at 9:50 a.m. on April 16, 2009, for the
examination of claims at:

         Land Court of Feldkirch (929)
         Room 45
         Feldkirch
         Austria

Headquartered in Lustenau, Austria, the Debtor declared bankruptcy
on March 4, 2009, (Bankr. Case No. 13 S 6/09a).


=============
B E L G I U M
=============


DEXIA GROUP: Moody's Cuts Preferred Stock Ratings to 'B2'
---------------------------------------------------------
Moody's Investors Service downgraded the hybrid instruments of
Dexia Group's main banking entities, Dexia Credit Local, Dexia
Bank Belgium and Dexia Banque Internationale Luxembourg, and their
issuing vehicles.  The preferred stock ratings were downgraded to
B2 from Baa1, with a negative outlook.  The junior subordinated
debt ratings were lowered to Baa2 from A3, with a negative
outlook.  The long-term debt and deposit ratings and bank
financial strength ratings of DCL, DBB and DBIL were unchanged at,
respectively, A1 and D+ mapping to a Ba1 baseline credit
assessment, with a negative outlook.  The Prime-1 short-term
ratings were also unchanged.

The downgrade to B2 from Baa1 of the non-cumulative Tier I
instruments issued by DCL, DBIL and Dexia Funding Luxembourg
(guaranteed by Dexia Group) reflects, in Moody's opinion, a lower
probability that these hybrid instruments would receive government
support and an increasingly likelihood that the instruments may
suffer coupon deferral if necessary.  The ratings also take into
account the non-cumulative features of these perpetual
instruments, implying a higher expected loss since they are not
subject to payment at a later date.

Moody's views the weak solvency triggers attached to the Tier I
issues as less likely to be breached in the medium term.  However,
the rating agency believes that the optional non-payment of
interest by the issuer attached to these perpetual instruments
increases the risk of a coupon deferral.  A regulatory
intervention clause attached to these Tier I instruments enables
regulators to suspend coupon-payment at their discretion.  While
the Belgian, French and Luxembourg regulators have not provided
specific guidance on their approach, Moody's views the risk of a
suspension of interest payments due to regulatory intervention as
rising in the current adverse environment since all three
governments have provided support to Dexia.  However, the rating
agency considers that the risk of a principal write-down is less
likely in the medium term given the weak solvency triggers
protecting investors and Moody's expectations that Dexia Group,
DCL and DBIL capital positions will remain adequate, along with a
lower probability of regulatory intervention than in the case of a
coupon deferral.

Additionally, Moody's lowered the junior subordinated debt ratings
of DBIL, DBB and issuing vehicle Dexia Overseas Limited, to Baa2
from A3.  The junior subordinated debt rating is three notches
lower than the senior subordinated debt rating of A2 and closer to
the BCA of Ba1.  The rating agency believes that the cumulative
nature of the interest on such instruments as well as the presence
of Tier 1 instruments with non-cumulative features in the bank's
capital structure as described above reduces the incentive to
defer interest on junior subordinated debt.  However, the rating
incorporates a minimal risk of deferred payment in the event of an
unforeseen need for further government support or a regulatory
intervention that would include these instruments as loss
absorbing capital.

Moody's outlook on all the above mentioned instruments, the
ratings of which are notched down from the senior unsecured debt
rating of Dexia's main operating entities, is negative, in line
with the negative outlook on the senior debt of Dexia's main
banking units.

The last rating action on Dexia was implemented on January 19,
2009, when Moody's downgraded the long-term debt and deposit
ratings of Dexia Group's main banking entities, DCL, DBB and DBIL,
to A1 from Aa3.  In addition, the BFSRs of DCL, DBB and DBIL were
downgraded to D+ from C-.  Ratings of preferred stock, junior
subordinated and subordinated debts issued by those entities
and/or Dexia SA and their issuing vehicles were also downgraded
to, respectively, Baa1, A3 and A2. The outlook on the long-term
ratings and BFSRs was changed to negative.

Dexia SA, headquartered in Brussels, had unaudited total assets of
EUR651 billion at year-end 2008.  Dexia SA recorded a negative net
profit, group share, of EUR3.3 billion for the full-year 2008,
down from a positive EUR2.5 billion in 2007.


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


BLUE WILLI: Claims Registration Period Ends May 4
-------------------------------------------------
Creditors of Blue Willi's GmbH have until May 4, 2009, to register
their claims with court-appointed insolvency manager.

Creditors and other interested parties are encouraged to attend
the meeting at 9:10 a.m. on June 4, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Duesseldorf
         Meeting Hall A 357
         Fourth Floor
         Muehlenstrasse 34
         40213 Duesseldorf
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Dr. Wolf-R. von der Fecht
         Rheinort 1
         40213 Duesseldorf
         Germany

The court opened bankruptcy proceedings against the company on
March 31, 2009.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         Blue Willi's GmbH
         Attn: Carl-Peter Pedersen, Manager
         Danziger Strasse 101
         40468 Duesseldorf
         Germany


COMMERZBANK AG: Seeks Approval of SoFFin Deal at Annual Meeting
---------------------------------------------------------------
William Launder at Dow Jones Newswires reports Commerzbank AG has
outlined the agenda for its May 15 annual general meeting, at
which it will seek approval for its previously announced capital
hike, the appointment of three new supervisory board members and
the right to buy back shares for the purposes of securities
trading.

According to Dow Jones, shareholders will be asked to approve an
agreement Commerzbank reached with the German financial markets
stabilization fund, or SoFFin, in January.  Under the agreement,
Dow Jones says the German government will take a 25% plus one
share stake in Commerzbank and will provide a silent participation
of EUR8.2 billion.

Jann Bettinga at Bloomberg News relates the German bank, which has
tapped the German government for EUR18.2 billion (US$24.2 billion)
in capital, will ask shareholders for approval to issue about
EUR1.77 billion of new shares to allow the government to take the
holding.  Commerzbank will also ask shareholders to give it the
option to issue about 258 million new shares, Bloomberg News says.

Additionally, Bloomberg News says Commerzbank shareholders will be
asked to consider a vote of no confidence in Chief Executive
Officer Martin Blessing over his handling of the takeover of
Dresdner Bank, which posted a record 2008 loss of EUR6.3 billion
on writedowns and trading.  Commerzbank completed the takeover of
Dresdner from insurer Allianz SE in January, Bloomberg News notes.

According to Bloomberg News, the proposal, submitted by three
private investors identified by Commerzbank as Richard Mayer,
Heide Spichale-Lackner and Winnfried Lubos, also ask investors to
vote for a "special probe" into the Dresdner purchase.

Aaron Kirchfeld at Bloomberg News reported on March 31 that
Commerzbank reached an agreement with labor representatives on
plans to eliminate 2,200 head office jobs in Frankfurt as part of
the integration with Dresdner.  The report, citing Commerzbank in
an e-mailed statement, said the accord foresees a reduction of
full-time jobs at the locations, including the Frankfurt
headquarters of the Dresdner Kleinwort securities unit, to 9,200
from 11,400.  Commerzbank has said it plans to eliminate about
9,000 jobs from the combined workforce of 67,000, mostly through
voluntary measures, according to the report.

Germany-based Commerzbank AG (FRA:CBK) ---
https://www.commerzbank.com/ --- is an integrated bank and
financial institution.  The Company's operates in five segments:
Private Customers, Mittelstandsbank, Central and Eastern Europe,
Corporates & Markets and Commercial Real Estate.  Commerzbank AG
serves a total of approximately 14 million private and corporate
customers.  Commerzbank is a service provider for private and
business customers, as well as small and mid-sized companies,
while also serving large and multinational corporate customers.
In March 2008, the Company completed the acquisition of a majority
stake of 60% plus one share in the private Ukrainian bank, Bank
Forum.  In May 2008, The Royal Bank of Scotland Group plc and
Commerzbank AG sold their stakes in Hellenic Telecommunications
Organization SA (OTE).  On January 12, 2009, Commerzbank AG
completed the acquisition of Dresdner Bank.


GENERAL MOTORS: European Units May Need More Drastic Govt. Aid
--------------------------------------------------------------
General Motors Corp.'s European units may need "more drastic"
government intervention to save the operations should efforts to
secure help from a third-party investor fail, Sharon Terlep at The
Wall Street Journal reports, citing people familiar with the
matter.

WSJ states that GM promised a revamp of its money-losing European
operations as part of its request for up to US$30 billion in U.S.
government loans.

According to WSJ, GM said that its European restructuring may not
be complete until midyear and that the Company is developing
"contingency plans" in case talks with investors and the German
government fail.  WSJ states that GM is seeking government loan
guarantees that would entice a third party to invest in the
Company's Opel/Vauxhall operations.  Citing people familiar with
the matter, WSJ states that GM believes it can secure government
backing by the end of the second quarter.

WSJ relates that GM said that it expects no financial aid from the
Swedish government unless it can find an investor for its Swedish
Saab unit, which the Company is looking to offload.  GM is seeking
court protection for the unit from creditors, the report says.

GM, according to WSJ, said that it is also in talks with the
Export-Import Bank of Thailand about loans for operations there.

         GM to Cut Shifts at Australian Assembly Plant

Dow Jones Newswires reports that GM Holden Chairman and Managing
Director Mark Reuss said that the subsidiary will halve shifts at
its Elizabeth assembly plant in Adelaide.  Australian Broadcasting
Corp. radio quoted Mr. Reuss as saying, "We are going to move from
a two shift set of production here at Elizabeth to a two crew
single shift with no redundancies or retrenchments."

The changes will be made due to the global financial crisis that
decreased export markets of up to 80% for some products, Dow Jones
states, citing Mr. Reuss.  According to Dow Jones, Mr. Reuss said
that despite the slowdown, GM Holden has managed to maintain low
inventory levels and will be continuing to produce V8 vehicles.

                    About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in
Miramar, Florida.

As reported in the Troubled Company Reporter on Nov. 10,
2008, General Motors Corporation's balance sheet at
Sept. 30, 2008, showed total assets of US$110.425 billion, total
liabilities of US$170.3 billion, resulting in a stockholders'
deficit of US$59.9 billion.

General Motors Corp. admitted in its viability plan submitted to
the U.S. Treasury on February 17 that it considered bankruptcy
scenarios, but ruled out the idea, citing that a Chapter 11 filing
would result to plummeting sales, more loans required from the
U.S. government, and the collapse of dealers and suppliers.

A copy of GM's viability plan is available at:

              http://researcharchives.com/t/s?39a4

The U.S. Treasury and U.S. President Barack Obama's automotive
task force are currently reviewing the Plan, which requires an
additional US$16.6 billion on top of US$13.4 billion already
loaned by the government to GM.

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on General Motors Corp. to 'CCC+'
from 'B-' and removed them from CreditWatch, where they had been
placed with negative implications on Oct. 9, 2008.  S&P said that
the outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter on
Nov. 11, 2008, placed the Issuer Default Rating of General Motors
on Rating Watch Negative as a result of the company's rapidly
diminishing liquidity position.  Given the current liquidity level
of US$16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.  Fitch placed these on Rating Watch Negative:

-- Senior secured at 'B/RR1';
-- Senior unsecured at 'CCC-/RR5'.

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corp. and General
Motors of Canada Limited Under Review with Negative Implications.
The rating action reflects the structural deterioration of the
company's operations in North America brought on by high oil
prices and a slowing U.S. Economy.


GRAND STYLE: Claims Registration Period Ends April 29
-----------------------------------------------------
Creditors of Grand Style GmbH have until April 29, 2009, to
register their claims with court-appointed insolvency manager.

Creditors and other interested parties are encouraged to attend
the meeting at 9:00 a.m. on May 29, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Detmold
         Meeting Room 12
         Gerichtsstrasse 6
         32756 Detmold
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Raimund Schafmeister
         Moltke St. 12
         32756 Detmold
         Germany

The court opened bankruptcy proceedings against the company on
March 24, 2009.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         Grand Style GmbH
         Attn: Eduard Marks, Manager
         Kuckucksweg 9
         32832 Augustdorf
         Germany


GREENLINE PFLANZENLOGISTIK: Claims Registration Ends April 27
-------------------------------------------------------------
Creditors of Greenline Pflanzenlogistik GmbH have until
April 27, 2009, to register their claims with court-appointed
insolvency manager.

Creditors and other interested parties are encouraged to attend
the meeting at 12:00 p.m. on May 18, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Kleve
         Meeting Hall D 177
         Schlossberg 1
         47533 Kleve
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Claudia Heidersdorf
         Eichendorffstrasse 25
         47800 Krefeld
         Germany
         Tel: 0215180580
         Fax: 02151805858

The court opened bankruptcy proceedings against the company on
March 30, 2009.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         Greenline Pflanzenlogistik GmbH
         Friedrich-Heinrich-Allee 194
         47475 Kamp-Lintfort
         Germany

         Attn: Friedhelm Schlakat, Manager
         Andreasstrasse 71
         47441 Moers
         Germany


HYPO REAL ESTATE: DBRS Comments on 2008 Results, Cuts TruPS to 'D'
------------------------------------------------------------------
Dominion Bond Rating Service commented that its ratings for senior
and subordinated debt classes of Hypo Real Estate Holding AG and
related entities remain Under Review with Positive Implications,
following the announcement of HRE's full-year 2008 results and of
a declaration of intent from Soffin to recapitalize HRE.  At the
same time, DBRS downgraded its rating for Trust-Preferred
Securities issued by Hypo Real Estate International Trust I to D,
removing the rating from Under Review with Negative Implications.

HRE announced a EUR5.5 billion net loss for 2008.  The loss was
primarily driven by the EUR2.5 billion impairment charge against
goodwill from the acquisition of DEPFA Bank plc in 2007, EUR2.3
billion in write-downs and valuation losses on securities and
sharply increased EUR1.7 billion in loan loss provisions.  In
DBRS's view, these items with a combined negative pretax effect of
EUR6.5 billion demonstrate HRE's exposure to the downturn in
commercial real estate markets and the ongoing financial markets
crisis.

The downgrade of the Trust-Preferred Securities issued by Hypo
Real Estate International Trust I follows HRE's announcement that
it will not make Capital Payments on these instruments in 2009,
consistent with their terms and conditions.  The downgrade is in
line with DBRS's policy regarding non-payment of Capital Payments
on perpetual, non-cumulative preferred securities.  DBRS notes
that HRE does not expect to resume Capital Payments on these
securities in 2010 and 2011.

The continuing Under Review with Positive Implications status for
HRE's senior and subordinated debt classes is based on DBRS's
expectation that the Group will receive the extensive support it
requires to stabilize its franchise, reduce ongoing funding
pressures and ultimately execute its restructuring plan.
Consistent with this expectation, HRE announced on March 28, 2009
that the German Financial Markets Stabilisation Fund (Soffin)
signed a declaration of intent to recapitalize HRE and continue
providing liquidity guarantees to stabilize the Group.  Soffin has
also committed to acquire 20 million common shares of Hypo Real
Estate Holding AG for EUR60 million, which will give Soffin an
8.7% stake in HRE.  DBRS sees this action as a first step towards
the necessary comprehensive recapitalization of the Group.

DBRS views positively Soffin's commitment to stabilize the Group
and the recent renewal of liquidity guarantees for HRE. DBRS
notes, however, that some uncertainty persists about the extent,
form and timing of the recapitalization and further liquidity
support.  HRE has stated that Soffin intends to gain full control
over the Group as a prerequisite for the planned recapitalization.
A new law that provides options for an expedited full
nationalization of HRE is currently being discussed in the
legislative process in Germany.

DBRS continues to closely monitor HRE's progress towards
addressing its significant capital needs.  The urgent need for
capital is highlighted by the Group's weakening core (tier 1)
capital ratio, which was 6.2% at year-end 2008, excluding the
full-year loss consistent with German regulation.  On a pro-forma
basis, including the full-year loss, the core capital ratio stood
at only 3.4%, which is below the required regulatory minimum of
4%.

The ratings review will take into consideration the amount of
capital and liquidity support HRE ultimately receives, the impact
of the Group's ongoing challenges on its franchise and HRE's
ability to execute its restructuring plan and re-emerge as a
viable institution.


IS SERVICECENTER: Claims Registration Period Ends May 15
--------------------------------------------------------
Creditors of IS ServiceCenter Leipzig GmbH have until May 15,
2009, to register their claims with court-appointed insolvency
manager.

Creditors and other interested parties are encouraged to attend
the meeting at 10:15 a.m. on June 16, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Leipzig
         Hall 030
         Enforcement Court
         Bernhard Goering Strasse 64
         04275 Leipzig
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Dr. Juergen Wallner
         Karl-Heine-Strasse 25b
         04229 Leipzig
         Germany
         Tel: 0341-2534760
         Fax: 0341-2534761

The court opened bankruptcy proceedings against the company on
March 30, 2009.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         IS ServiceCenter Leipzig GmbH
         Attn: Ilona Petruschka, Manager
         Dohlenweg 26
         04356 Leipzig
         Germany


MAIER SPEDITION: Claims Registration Period Ends April 30
---------------------------------------------------------
Creditors of Maier Spedition Verwaltungs GmbH have until April 30,
2009, to register their claims with court-appointed insolvency
manager.

Creditors and other interested parties are encouraged to attend
the meeting at 10:00 a.m. on May 28, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Villingen-Schwenningen
         Hall 2
         Niedere Str. 94
         78050 Villingen-Schwenningen
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Stefano Buck
         Eisenbahn St. 40
         78628 Rottweil
         Germany
         Tel: 0 74 1/ 17 46 4 -30

The court opened bankruptcy proceedings against the company on
March 30, 2009.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         Maier Spedition Verwaltungs GmbH
         Attn: Heinz Boehm and
               Marco Fischer, Managers
         Muehlen St. 46
         78050 Villingen-Schwenningen
         Germany


RAILWAY RETARDER: Claims Registration Period Ends May 7
-------------------------------------------------------
Creditors of Railway Retarder Deutschland GmbH have until May 7,
2009, to register their claims with court-appointed insolvency
manager.

Creditors and other interested parties are encouraged to attend
the meeting at 10:50 a.m. on May 28, 2009, at which time the
insolvency manager will present his first report.

The meeting of creditors will be held at:

         The District Court of Limburg
         Hall D 219
         Walderdorffstrasse 12
         65549 Limburg
         Germany

Claims set out in the insolvency manager's report will be verified
by the court during this meeting.  Creditors may also constitute a
creditors' committee or opt to appoint a new insolvency manager.

The insolvency manager can be reached at:

         Jens Fahnster
         Koelnstrasse 135
         D 53757 Sankt Augustin-Hangelar
         Tel: 02241/9060-0
         Fax: 02241/9060-90
         E-mail: kanzlei@kalker-fahnster.de

The court opened bankruptcy proceedings against the company on
March 27, 2009.  Consequently, all pending proceedings against the
company have been automatically stayed.

The Debtor can be reached at:

         Railway Retarder Deutschland GmbH
         Attn: Lothar Kloft, Manager
         Brunnenstrasse 11
         65551 Limburg-Lindenholzhausen
         Germany


UNITYMEDIA GMBH: Moody's Lifts Corporate Family Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of Unitymedia GmbH to Ba3 from B2.  The Probability of Default
rating was also upgraded to Ba3.  Concurrently, the rating agency
upgraded the ratings on the existing senior secured bonds to Ba3
from B2 and on the senior bonds to B2 from Caa1.  The outlook on
the ratings is stable.

The upgrade of the corporate family rating is underpinned by the
company's solid operating and financial performance in 2008, a
stable outlook for its cable business for 2009 and its
significantly reduced leverage at the end of 2008 with further
potential for de-leveraging.  In 2008, the company's cable
business performed solidly resulting in the revenue and reported
EBITDA increasing by 15% and 19% respectively.  Revenue Generating
Units from new services, which include Digital TV Pay, Internet
and Telephony, grew to 1.6 million from 942 thousand a year
before.  Unitymedia's satellite platform, arenaSAT, generated
EBITDA of EUR11 million (excluding impact from the agreement with
Premiere AG) whilst its subscriber base decreased significantly
due to the expiration of Bundesliga football rights in June 2009.

As of December 31, 2008, the company's leverage was at 4.2x Debt
to EBITDA (excluding EUR251 million repurchased senior secured
notes).  Based on the company's public EBITDA guidance of EUR410
to EUR420 million in 2009, there is further potential for de-
leveraging on an EBITDA basis.  Moody's notes that the company's
credit profile is essentially linked to its cable business.  In
addition to the solid performance of the cable business over the
last 12 to 18 months, the company has been able to de-risk its
arena business through a number of steps including the sub-
licensing agreement with Premiere AG as well as the sale of
Premiere shares to News Corportion at a price above their book
value.  As long as the arena business remains at least break-even
on an EBITDA basis as well as free cash flow positive, Moody's
will consider its performance to be neutral to the overall credit
profile of Unitymedia.

The Ba3 corporate family rating also reflects the company's
exposure to a strong competitive environment and relatively mature
broadband market.  In 2008, Unitymedia's basic cable subscriber
base decreased by 3%, largely driven by price increases for the
services.  Moody's understands that most of the subscribers churn
to free-to-air satellite.  Unitymedia publicly indicated that the
gross churn in its basic cable subscriber base was approximately
8% whilst churn for Internet and Telephony services was
approximately 14% in 2008.  Moody's believes that these churn
rates are unlikely to decrease dramatically in the course of 2009.

As of the year-end 2008, broadband Internet penetration in Germany
reached approximately 60%.  As a result, broadband Internet growth
is likely to slow over the medium term as the penetration
approaches 70%.  Although the maturity of the market is likely to
impact Unitymedia's revenue growth prospects over the medium to
long term, Moody's believes that the company is well positioned to
benefit from its ability to provide multiple services to its
customers.

Unitymedia continues to invest heavily in its network to
accommodate subscriber as well as bandwidth demand growth.  In
2008, capex to cable revenue ratio was at approximately 27%.  The
company's public capex guidance for 2009 is EUR240 -- 250 million
resulting in capex to revenue ratio at a similar level.  Moody's
does not anticipate a significant reduction in capex to revenue
metric over the medium term.

As a result of the material capex program, the company was free
cash flow negative on an organic basis in 2008.  Taking into
account the company's guidance, Moody's expects that Unitymedia
will be break-even on a free cash flow basis in 2009 and the
rating assumes the company will be free cash flow positive
thereafter.  Due to the weak free cash flow generation profile,
the Ba3 rating could be considered prospective.  Moody's will
monitor the company's ability to generate free cash flow over the
next 12 to 18 months.  The stable outlook thereafter reflects
Moody's expectation that the company will be able to reach its
public EBITDA guidance and Moody's free cash flow assumptions for
2009 and beyond.

The last rating action was on August 22, 2008, when the corporate
family rating was upgraded to B2 with a positive outlook.

Unitymedia is the second largest cable operator in Germany.  In
2008, the company generated EUR1.2 billion in revenue and EUR436.2
million in adjusted reported EBITDA of which arena generated
EUR365.8 million in revenue and EUR41.3 million in adjusted
reported EBITDA.


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


ARDAGH GLASS: Moody's Affirms Corporate Family Rating at 'B2'
-------------------------------------------------------------
Moody's Investors Service affirmed Ardagh Glass Group's B2
Corporate Family Rating, the Caa1 rating for the EUR126.5 million
PIK Notes due 2015 and the B3 ratings for the EUR175 million
Guaranteed Senior Subordinated Notes due 2013 issued by Ardagh
Glass Finance B.V., and the EUR310 million Guaranteed Senior
Subordinated Notes due 2017 issued by Ardagh Glass Finance plc.
The outlook was changed to stable from positive.

Rainer Neidnig, Moody's lead analyst for Ardagh commented: "The
rating affirmation reflects Ardagh's solid 2008 financial results.
The outlook change to stable from positive, however, reflects
Moody's expectation that the current difficult economic conditions
might also impact demand for Ardagh's products.  This, together
with further restructuring efforts to streamline operations and
adjust capacities should make it challenging for Ardagh to achieve
and sustain credit metrics commensurate with a B1 rating in the
near to mid term."

Ardagh recorded further solid progress in 2008 reflected in
improving credit metrics such as Debt/EBITDA which declined to 5x.
However, demand for Ardagh's glass container products has softened
recently due to the overall economic environment but also due to
destocking activities of customers.  Moreover, Moody's would
expect Ardagh to continue its efforts to optimize its operating
footprint.  While Moody's considers the related measures to be
supportive for the company's competitive position in the long run,
associated expenses and capital expenditures will likely burden
earnings, cash flow and thus financial ratios in the short-term.

The affirmation of the B2 Corporate Family Rating recognizes in
particular Ardagh's solid operating progress from a trough in 2006
based on disciplined capacity and cost management.  Moreover, the
rating considers Ardagh's relative size and regional
diversification with leading market positions in its core markets
of Northern Europe, as well as the limited cyclicality of the
company's end markets.

The rating remains constrained by a still weak financial profile
characterized by high leverage.  In addition, the company might be
challenged by volatile raw materials prices or increasing pricing
pressure in light of the overall recessionary environment,
ultimately resulting in lower profitability levels.

Upgrades:

Issuer: Ardagh Glass Finance B.V.

  -- Senior Subordinated Regular Bond/Debenture, Upgraded to LGD5,
     71% from LGD5, 73%

Issuer: Ardagh Glass Finance plc

  -- Senior Subordinated Regular Bond/Debenture, Upgraded to LGD5,
     71% from LGD5, 73%

Outlook Actions:

Issuer: Ardagh Glass Finance B.V.

  -- Outlook, Changed To Stable From Positive

Issuer: Ardagh Glass Finance plc

  -- Outlook, Changed To Stable From Positive

Issuer: Ardagh Glass Group PLC

  -- Outlook, Changed To Stable From Positive

The last rating action was implemented on June 10, 2008, when the
outlook on the B2 corporate family rating was changed to positive
from stable.

Ardagh Glass Group plc, registered in Ireland, is a leading
supplier of glass containers in the food and beverage segments in
Northern Europe and is the third largest supplier of glass
containers in Europe.  In June 2007, Ardagh acquired Rexam's
remaining European glass activities for about EUR660 million.  The
company generated sales of EUR1.36 billion in 2008 with a
workforce of about 6,900 people.


ELVA FUNDING: S&P Cuts Rating on Series 2004-8 Notes to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services took credit rating actions on
seven European synthetic collateralized debt obligation tranches
following recent rating changes on the underlying collateral in
those deals.

Specifically, S&P:

  -- removed from CreditWatch developing the rating on one
     tranche;

  -- removed from CreditWatch developing and placed on CreditWatch
     negative the rating on one tranche;

  -- removed from CreditWatch negative and placed on CreditWatch
     positive the rating on one tranche;

  -- removed from CreditWatch negative and lowered the rating on
     one tranche; and

  -- lowered the ratings on three tranches.

                           Ratings List


                       Aphex Europe CPP PLC
         US$150 Million Senior Secured Notes Series F10-1

                             Rating
                             ------
                   To                    From
                   --                    ----
                   AA+p                  AAAp

                    Aquarius + Investments PLC
        EUR100 Million Secured-Senior Floating-Rate Series 1

                             Rating
                             ------
              To                    From
              --                    ----
              AA-/Watch Pos         AA-/Watch Neg

                         CID Finance B.V.
    EUR25 Million Floating-Rate Secured Limited-Recourse Notes
                            Series 35

                             Rating
                             ------
              To                    From
              --                    ----
              A-                    A-/Watch Dev

                         Elva Funding PLC
      US$9.996 Million Secured Variable Interest Rate Notes
                       Series 2004-8

                             Rating
                             ------
              To                    From
              --                    ----
              BB-                   BB/Watch Neg

                    Protected Credit Notes Ltd.
US$50 Million Coupon Paying Delacroix Managed Credit Fund Limited
                           Fund-Linked
                       SPI Notes Series 3

                             Rating
                             ------
                   To                    From
                   --                    ----
                   BBB+p                 AAAp

                        Signum Verde Ltd.
CLP5.05 billion Fixed-Rate Secured Inflation-Linked And Credit-
               Linked To Endesa S.A. Series 2007-5

                             Rating
                             ------
                   To                    From
                   --                    ----
                   A-/Watch Neg          A-/Watch Dev

                           Skylark Ltd.
  EUR400 Million Class A Secured Floating-Rate Credit-Linked Notes
                     Series 2005-7 (Madison)

                             Rating
                             ------
                   To                    From
                   --                    ----
                   AA+                   AAA


KC CLO: Moody's Withdraws 'Ba3' Rating on US$35 Mln Class B Notes
-----------------------------------------------------------------
Moody's Investors Service has announced that it has withdrawn its
ratings on notes issued by KC CLO I Limited.

This withdrawal was done for business reasons.

The rating actions are:

KC CLO I Limited:

(1) US$425,000,000 Class A Senior Floating Rate Notes due 2016

  -- Current Rating: WR
  -- Prior Rating: Aa2
  -- Prior Rating Date: 20 February 2009, upgraded to Aa2 from Aa3

(2) US$35,000,000 Class B Floating Rate Notes due 2016

  -- Current Rating: WR

  -- Prior Rating: Ba3

  -- Prior Rating Date: 20 February 2009, downgraded to Ba3 from
     Baa1


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


ALITALIA SPA: Alis Holding Buys Stake in Cargo Unit
---------------------------------------------------
A Bloomberg News report, citing newspaper Corriere della Sera,
said a group of investors led by Alcide Leali bought Alitalia
SpA's cargo unit for EUR14.5 million and will start operations
under a new name on May 2.

According to the report, Corriere said Leali's Alis Holding will
own 66.7 percent of the business, Intesa Sanpaolo SpA will own
33.3 percent and a Benetton family company will hold about 10
percent.

The company will hire some pilots who are now receiving state aid
from when they were laid off by Alitalia, the newspaper said as
cited by Bloomberg News.

                    EU Endorses Privatization
                      AirFrance Deal Closes

Citing Reuters, the Troubled Company Reporter-Europe on Mar. 12,
2009, reported Italy's transport commissioner, Antonio Tajani,
said the European Commission has endorsed privatization of flag
carrier Alitalia.

Alitalia, Reuters said, was formally relaunched in January as a
smaller, regional carrier with fewer staff and a revamped network,
under the ownership of Compagnia Aerea Italiana s.r.l. ("CAI")
investors.  Alitalia agreed in January to sell a 25 percent stake
to Air France-KLM for EUR323 million (US$410 million), Reuters
said.

According to Reuters, throughout the process the European
Commission watched closely to ensure the ailing Italian carrier
received no state aid and was eventually sold at market prices.  A
monitoring trustee was selected to check, Reuters said.

Air France-KLM has completed the stake acquisition in Alitalia at
market prices as required by the European Commission,
tradingmarkets.com reported citing ADP News.

"The trustee has confirmed that it was truly the market price, and
the Commission shares that view," Reuters quoted Mr. Tajani as
saying.

                        About Alitalia

Based in Rome, Alitalia S.p.A. -- http://www.alitalia.it/--
provides air travel services for passengers and air transport of
cargo on national, international and inter-continental routes,
including United States, Canada, Japan and Argentina.  The Italian
government owns 49.9% of Alitalia.

As reported in the TCR-Europe on November 7, 2008, Alitalia S.p.A.
filed for Chapter 15 protection with the U.S. Bankruptcy Court in
the Southern District of New York.  Italy's national airline
experienced financial difficulties for a number of years caused,
in large measure, by a combination of competition from low-cost
air carriers, poor management and onerous union obligations,
according to papers filed with the court.

Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million in
2000 and 2001 respectively.  Alitalia posted EUR93 million in net
profits in 2002 after a EUR1.4 billion capital injection.  The
carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, EUR625.6 million
in 2006, and EUR494.64 million in 2007.

In the petition filed October 29, 2008, Prof. Augusto Fantozzi,
the appointed administrator, said the airline's financial
difficulties have been and exacerbated by spiraling fuel prices.

On Aug. 29, 2008, Alitalia declared insolvency and filed for
commencement of extraordinary administration procedure at the
Tribunal of Rome.  Italian Prime Minister Silvio Berlusconi
appointed Mr. Fantozzi as extraordinary commissioner.
Under the Bankruptcy Bill, the Administrator has supplanted the
directors and other management of Alitalia.


IT HOLDING: Owes Suppliers EUR100 Million, Lawyer Says
------------------------------------------------------
IT Holding SpA owes about EUR100 million (US$133 million) to its
suppliers, who may cut off deliveries, Bloomberg News reports
citing Carmine Pizzuto, a lawyer representing about 90 suppliers
to IT Holding’s main production unit.

The lawyer, as cited by the report, said about 50 suppliers based
in Prato, near Florence, have threatened to stop sending their
goods to the Ittierre SpA unit without assurance of getting paid.

A halt to the deliveries would effectively shut down production at
Ittierre and its other 150 sub-contractors, the lawyer told
Bloomberg News in a telephone interview.

                    Luxembourg Bourse Suspends
                     Trading of Sr. Notes 2012

As reported in the Troubled Company Reporter-Europe on Mar. 10,
2009, following admission of IT Holding SpA and its main Italian
subsidiaries to the extraordinary administration proceedings, the
Luxembourg Stock Exchange decided to suspend the trading of the
"Senior Notes 2012", issued by IT Holding Finance S.A. until
further notice.

A TCR-Europe on Mar. 2, 2009, said IT Holding's filing, which
affected 1,700 jobs, came two weeks after the company put one of
its subsidiaries, Ittierre SpA, into bankruptcy protection.

IT Holding was put into bankruptcy after missing loan installments
and failing to pay suppliers and royalties for as much as a year,
Bloomberg News said.

According to Bloomberg News, IT Holding missed a loan payment in
October and an extension three months later.

The Financial Times reported Italy's Minister of Economic
Development, Mr. Claudio Scajola, said the government extended
bankruptcy protection to IT Holding "to safeguard the group and
its ability to continue in business."

                       Ittierre Bankruptcy

Ittierre, IT Holding's main production and licensing unit, filed
for protection from its creditors Feb. 9 after banks refused to
inject the necessary capital to keep its business keep going, the
AP said.

Bloomberg News added Ittierre said it missed loan payments and was
late in paying royalties to designers.

On Feb. 12, 2009, Minister Scajola accepted the application filed
by Ittierre for "Amministrazione Straordinaria" and appointed Mr.
Andrea Ciccoli, partner in Bain & Co., Mr. Stanislao Chimenti,
lawyer, and Mr. Roberto Spada, Certified Public Accountant, as
commissioners.

                     Ittierre Gets Financing

The Financial Times reported Ittierre received Feb. 25 a EUR30
million (US$38 million) loan from a consortium of Italian banks.

UniCredit SpA, Banca Popolare dell'Emilia Romagna Scrl, Banca
Popolare di Milano Scarl, Banco Popolare SC and Intesa Sanpaolo
SpA will provide the loan, Ittierre's administrators said in an e-
mailed note obtained by Bloomberg News.

                        Cavalli Affected

Bloomberg News reported Italian fashion designer Roberto Cavalli
canceled a fashion show scheduled Feb. 26 in Milan for the Just
Cavalli fall/winter collection, citing the collapse of Ittierre.

"I made the decision to safeguard the image and clients of Just
Cavalli," the designer said in an e-mailed statement obtained by
Bloomberg News.  "The difficult situation of Ittierre doesn’t give
me the guarantee or security to be able to remain, as always, at
the forefront with my youthful line."

In a separate report, Bloomberg News said Mr. Cavalli told daily
Il Sole 24 Ore in an interview he is owed about EUR20 million
(US$26 million) in royalties from Ittierre.

Ittiere controls 100% of the Just Cavalli licence, according to
The Guardian.

              Ittiere Responds to Cavalli's Statement

Ittiere's Extraordinary Commissioners, on March 1, said "they have
instructed the lawyers nominated in accordance with the procedure,
to safeguard the interests of [Ittiere] with reference to damages
of an industrial and economic nature as well as with reference to
the loss of image caused by the statements repeatedly released by
Mr. Cavalli in the last few days, regarding the Just Cavalli
license and the Commissioners' activities."

According to Ittiere's Commissioners, the cancellation of the Just
Cavalli ladies collection Fall/Winter 2009-2010 fashion show was
an unjustified decision taken unilaterally by Mr. Cavalli, causing
a significant loss of image for Ittiere.

Proof of this is the fact that the "Gianfranco Ferre", "C'N'C
Costume National and "Galliano" by John Galliano fashion shows are
taking place regularly in Milan and Paris, Ittiere's Commissioners
said.

                       About IT Holding SpA

Based in Milan, Italy, IT Holding SpA (BIT:ITH) ---
http://www.itholding.com/--- operates in the luxury goods market.
The company and its subsidiaries design, produce and distribute
apparel, accessories, eyewear and perfumes.  Its brand portfolio
embraces: owned brands, Gianfranco Ferre, Malo, Exte, as well as
licensed brands, Versace Jeans Couture, Versace Sport, Just
Cavalli, C'N'C Costume National and Galliano.  The company's
production facilities are located in Italy.  IT Holding SpA has a
worldwide distribution network, including 39 directly operated
stores, 274 monobrand stores and over 6,000 department and
specialty stores.  In order to be present in the most significant
markets, IT Holding SpA has dedicated market companies: ITTIERRE
SpA, ITTIERRE France SA, ITTIERRE Moden GmbH, IT USA HOLDING Inc
and IT Asia Pacific Limited, among others.

                          *     *     *

As reported in the Troubled Company Reporter-Europe on Mar. 16,
2009, Moody's Investors Service withdrew the ratings of IT Holding
S.p.A. for business reasons.  Moody's noted that on February 24,
2009, the Italian Minister of Economic Development placed IT
Holding S.p.A. and its main subsidiaries into administration,
"Amministrazione straordinaria", according to the Italian law.
This decision follows the filing announced on February 9, 2009 for
"amministrazione straordinaria" of ITTIERRE S.p.A., one of the
main operating subsidiaries of the group.  The last rating action
on IT Holding was on February 9, 2009, when Moody's downgraded the
company's Probability of Default Rating to D from Ca and the
Senior Secured rating on the EUR185 million notes due 2012 issued
by IT Holding Finance S.p.A. from Ca to C.

As reported in the Troubled Company Reporter-Europe on Mar. 3,
2009, Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on IT Holding SpA to 'D' from 'SD'.  The
senior secured debt rating on the EUR185 million senior secured
notes issued by IT Holding Finance S.A. were also lowered to 'D'.
The recovery rating on the notes remains unchanged at '5',
indicating S&P's expectations of modest (10%-30%) recovery for
noteholders in the event of a payment default.


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


ABSOLUT TRADE: Creditors Must File Claims by May 8
--------------------------------------------------
The Specialized Inter-Regional Economic Court of Almaty has
declared LLP Absolut Trade insolvent.

Creditors have until May 8, 2009, to submit written proofs of
claim to:

         Butin St. 44
         Micro district "Taugul-3"
         Almaty
         Kazakhstan
         Attn: 8 (7272) 97-16-98
               8 777 223 07-71

The Court is located at:

         The Specialized Inter-Regional
         Economic Court of Almaty
         Baizakov St. 273b
         Almaty
         Kazakhstan


BWK-INVEST LLP: Creditors Must File Claims by May 8
---------------------------------------------------
LLP BWK-Invest has declared insolvency.  Creditors have until
May 8, 2009, to submit written proofs of claim to:

         Furmanov St. 247a
         Almaty
         Kazakhstan


IASSAUI-KA LLP: Creditors Must File Claims by May 8
---------------------------------------------------
The Specialized Inter-Regional Economic Court of Kostanai has
declared LLP Iassaui-Ka insolvent.

Creditors have until May 8, 2009, to submit written proofs of
claim to:

         Micro District 8, 7-41
         Kostanai
         Kazakhstan

The Court is located at:

         The Specialized Inter-Regional
         Economic Court of Kostanai
         Baitursynov St. 70
         Kostanai
         Kazakhstan


INTER GROUP-A: Creditors Must File Claims by May 8
--------------------------------------------------
LLP Kaz Inter Group-A has declared insolvency.  Creditors have
until May 8, 2009, to submit written proofs of claim to:

         Micro District 8, 11
         Kostanai
         Kazakhstan


MI & A Ltd.: Creditors Must File Claims by May 8
-----------------------------------------------
The Specialized Inter-Regional Economic Court of Almaty has
declared LLP MI & A Ltd. insolvent.

Creditors have until May 8, 2009, to submit written proofs of
claim to:

         Masanchi St. 98b-42
         Almaty
         Kazakhstan
         Tel: 8 777 355 34-23

The Court is located at:

         The Specialized Inter-Regional
         Economic Court of Almaty
         Baizakov St. 273b
         Almaty
         Kazakhstan


MONTAGE-2003 LLP: Creditors Must File Claims by May 8
-----------------------------------------------------
The Specialized Inter-Regional Economic Court of Karaganda has
declared LLP Kaz Stroy Montage-2003 insolvent.

Creditors have until May 8, 2009, to submit written proofs of
claim to:

         Alalykin St. 9
         Karaganda
         Kazakhstan

The Court is located at:

         The Specialized Inter-Regional
         Economic Court of Karaganda
         Alalykin St. 9
         Karaganda
         Kazakhstan


PROM NALADKA: Creditors Must File Claims by May 8
-------------------------------------------------
The Specialized Inter-Regional Economic Court of Karaganda has
declared LLP Stroy Prom Naladka insolvent.

Creditors have until May 8, 2009, to submit written proofs of
claim to:

         Alalykin St. 9
         Karaganda
         Kazakhstan

The Court is located at:

         The Specialized Inter-Regional
         Economic Court of Karaganda
         Alalykin St. 9
         Karaganda
         Kazakhstan


TOMIRIS LLP: Creditors Must File Claims by May 8
------------------------------------------------
The Specialized Inter-Regional Economic Court of Aktube has
declared LLP Tomiris insolvent.

Creditors have until May 8, 2009, to submit written proofs of
claim to:

         Satpayev St. 16
         Aktobe
         Aktube
         Kazakhstan

The Court is located at:

         The Specialized Inter-Regional
         Economic Court of Aktube
         Satpayev St. 16
         Aktobe
         Aktube
         Kazakhstan


TORES LTD:: Creditors Must File Claims by May 8
-----------------------------------------------
The Specialized Inter-Regional Economic Court of Kostanai has
declared LLP Tores Ltd. insolvent.

Creditors have until May 8, 2009, to submit written proofs of
claim to:

         Micro District 8, 7-41
         Kostanai
         Kostanai
         Kazakhstan

The Court is located at:

         The Specialized Inter-Regional
         Economic Court of Kostanai
         Baitursynov St. 70
         Kostanai
         Kazakhstan


STROY DARTS: Creditors Must File Claims by May 8
------------------------------------------------
LLP Stroy Darts has declared insolvency.  Creditors have until
May 8, 2009, to submit written proofs of claim to:

         Vosmaya Liniya St. 117a-18
         Almaty
         Kazakhstan


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


CITY BUILDING: Creditors Must File Claims by April 10
-----------------------------------------------------
Creditors of LLC Fhave until April 10, 2009, to submit proofs of
claim to:

The company can be reached at:

         LLC Fhave
         Tel: (+996 312) 38-34-05


FORTEX TRADING: Creditors Must File Claims by April 10
------------------------------------------------------
Creditors of LLC Fortex Trading Ltd. have until April 10, 2009, to
submit proofs of claim to:

The company can be reached at:

         LLC Fortex Trading Ltd.
         Tel: (0-777) 88-54-22


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


KAUPTHING BANK: Court Extends Suspension of Payments' Period
------------------------------------------------------------
The administrators and the management of Kaupthing Bank Luxembourg
S.A. disclosed that the suspension of payments' period has been
extended.

The Tribunal d'arrondissement de et a Luxembourg (Luxembourg
District Court), sitting in commercial matters, ruled on the
extension of the suspension of payments' period which was to
expire at midnight on April 8, 2009.  The District Court granted a
two-month extension after hearing the Bank's court-appointed
administrators (PricewaterhouseCoopers S.a r.l. represented by
Emmanuelle Caruel-Henniaux partner, and Franz Fayot, attorney at
law).

This extension of the suspension of payments' period does not mean
that the Bank will resume its operations as usual.  As a result,
until June 8, 2009, all payments by the Bank are still deferred
temporarily and the Bank may not act or make a decision unless the
Administrators agree, as this was already the case as from
October 9, 2008.

Had the suspension of payments' period not been extended, the
decision would have been final: the Tribunal d'arrondissement de
et a Luxembourg, at the request of the Commission de Surveillance
du Secteur Financier (the Luxembourg financial regulator) or at
the request of the Public Prosecutor, would have had no choice but
to wind up the Bank, since the interbank creditors rejected the
restructuring plan submitted to their vote by the Administrators
in mid-March.

This extension of the suspension of payments' period bodes well
for the prospects of a takeover for the Bank and the unfreezing of
the bank accounts.  The extension will enable the Bank's
Administrators and the Management to continue to work together
towards this goal.

                  Restructuring Plan Rejected

The interbank creditors rejected the restructuring plan that they
were asked to vote on March 16, 2009, the administrators and the
management of Kaupthing Bank Luxembourg said in a press statement.

Since October 9, 2008 the Bank has continued to operate, within
the framework of the administrative receivership status granted by
the Tribunal d'arrondissement de Luxembourg, sitting in commercial
matters.  The Board of Directors of Kaupthing Bank Luxembourg had
applied for this status, which also includes monitoring of the
Bank's management by administrators.

A memorandum of understanding was entered into last December
between the Luxembourg government and a consortium of investors
headed by a Libyan sovereign fund.  Under the memorandum of
understanding, the activities of Kaupthing Bank Luxembourg would
be taken over by the consortium.

This memorandum was subject to several conditions, including the
approval of the interbank creditors.  A vote took place on
March 16 and the interbank creditors rejected the restructuring
offer. According to the terms of the judgement rendered by the
Luxembourg Court of Appeal on January 28, 2009, the restructuring
offer had to win (i) more than half the votes of the restructured
interbank creditors, representing together (ii) more than half the
liabilities represented by the restructured debt.

The restructuring offer was rejected by 17 of the 25 creditor
banks.  In terms of liabilities, the restructuring offer was
rejected by a majority of 53% of the total restructured debt.

                  About Kaupthing Bank

Headquartered in Reykjavik, Iceland, Kaupthing Bank --
http://www.kaupthing.com-- is engaged in the provision of
financial services, such as private banking, asset management,
pension services, brokerage services, investment banking, as well
as corporate and retail banking.  The Bank's offer is targeted at
companies, institutional investors and individuals.  The Bank is
operational in thirteen countries, including Luxembourg,
Switzerland, the Nordic countries, the United Kingdom and the
United States.  The main subsidiaries include Kaupthing Singer &
Friedlander and FIH Erhvervsbank.

              About Kaupthing Bank Luxembourg

Kaupthing Bank Luxembourg SA -- http://www.kaupthing.lu/-- is a
unit of Iceland-based Kaupthing Bank hf.  The main services
offered at Kaupthing Bank Luxembourg are Private Banking and
Wealth Management.  Its services include asset management,
securities brokerage, issuing of credit cards and the
establishment and management of holding companies in addition to
providing general deposit accounts and loans. It also offers
specialized Corporate and Institutional services that offer
various types of Debt capital market products.


BERNARD L. MADOFF: Luxembourg Court Names Liquidators for 2 Funds
-----------------------------------------------------------------
A Luxembourg judge appointed liquidators to the LuxAlpha Sicav-
American Selection and Herald (Lux) US Absolute Return funds, two
investment vehicles tied to Bernard Madoff, Bloomberg News
reports.

According to the report, Judge Christiane Junck named Alain
Rukavina and Paul Laplume as liquidators for LuxAlpha, and Carlo
Reding and Ferdinand Burg as liquidators for Herald Lux.

The liquidators, the report says, will have to provide the court
by July 2 a total amount of the claims investors have against each
fund.

The report relates LuxAlpha and Herald were among 17 funds and
sub-funds forced to suspend customer redemptions after disclosures
of losses from investments with Madoff.  LuxAlpha once had US$1.4
billion in assets and Herald Lux had US$225.7 million in assets as
of Oct. 31, Bloomberg News discloses.

"More funds will follow," Bloomberg News quoted Lex Thielen, a
lawyer at Luxembourg law firm Thielen & Associes, as saying.  "The
liquidation of these funds is the best thing that can happen to
protect the investors’ interests."

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC was a market maker in
U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks.  The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services.  Clients included brokerages, banks, and
other financial institutions.  In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

As reported by the Troubled Company Reporter on Dec. 15, 2008, the
Securities and Exchange Commission charged Mr. Madoff and his
investment firm with securities fraud for a multi-billion dollar
Ponzi scheme that he perpetrated on advisory clients of his firm.
The estimated losses from Madoff's fraud were allegedly at least
50 billion.

Also on Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S.
istrict Court for the Southern District of New York granted the
application of the Securities Investor Protection Corporation for
a decree adjudicating that the customers of BLMIS are in need of
the protection afforded by the Securities Investor Protection Act
of 1970.  Irving H. Picard, Esq., was appointed as trustee for the
liquidation of BLMIS, and Baker & Hostetler LLP was appointed as
counsel.

Mr. Madoff, if found guilty of all counts, would be imprisoned for
150 years, but legal experts expect the actual sentence to be much
lower and would still be an effective life sentence for the 70-
year-old defendant, WSJ notes.  Mr. Madoff, WSJ relates, would
also face millions of dollars in possible criminal fines.  The
report says that Mr. Madoff has been free on bail since his arrest
on December 11, 2008.  There was no plea agreement with Mr. Madoff
in which leniency in sentencing might be recommended, the report
states, citing prosecutors.


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


ASTIR BV: S&P Lowers Rating on EUR30 Million Notes to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services has lowered to 'BB' from 'BB+'
and kept on CreditWatch negative its credit rating on the
EUR30 million floating-rate variable coupon credit-linked class B
notes series 18 (Isara) issued by Astir B.V.

On March 31, S&P took rating actions on various European synthetic
collateralized debt obligations as part of S&P's regular
surveillance.  At that time, S&P released this rating action on
Astir through S&P's system but did not include this in the
March 31 media release.  The media release corrects that omission.

The current ratings are based on S&P's criteria for rating
synthetic CDOs.  As recently announced, however, these criteria
are under review.  As highlighted in this notice, S&P is
soliciting feedback from market participants regarding proposed
changes to S&P's collateralized loan obligation and CDO criteria.
S&P will evaluate the market feedback, which may result in changes
to the criteria.  Any such criteria changes, as well as other
credit factors, may have an impact on S&P's ratings on the notes
affected by the rating actions.


KROYMANS CORP: Four Units Declared Bankrupt, Union Says
-------------------------------------------------------
Catherine Hornby at Reuters reports that four units of
Netherlands-based car dealer Kroymans Corp have been declared
bankrupt, putting 1,000 jobs at risk.

Reuters relates union CNV Metaaltechniek on Tuesday said Kroymans
Corp B.V., Kroymans Import Europe B.V., Kroymans Retail Group and
Kroymans Car Import B.V had now been declared bankrupt.

However, Dolf Polders, director of the union, Reuters notes, said
that divisions of these units were still running and may be sold.
Mr. Polders, as cited by Reuters, said many jobs could be
transferred to other companies in the event of sales.

Reuter recalls a unit of Kroymans said earlier in March that the
dealer had obtained moratorium for the four units.

In a March 23 release Kroymans said it applied for a judicial
leave to suspend payments of debts for the four units due to acute
liquidity problems.

Kroymans said the sustained downturn in the global automotive
market is reflected in a dramatic decline in sales of both new and
used cars, with no prospect of improvement in the near future.

According to RAI Vereniging, new vehicle registrations in the
Netherlands, Kroymans Corporation B.V.'s home market, were down
31.4% in February after falling 15% in January 2009, the company
said.

Headquartered in Hilversum, the Netherlands, Kroymans Corporation
-- http://www.kroymanscorporation.com/-- operates more than 50
auto dealership locations across Benelux and Germany with brands
such as Cadillac, Jaguar, Ford, and Volvo. Kroymans, which has
more than 100 operating companies, also owns body repair shops and
car rental agencies.  The firm also offers finance, leasing, and
insurance products for its clients.  In addition, through third
parties and its dealer network, the company distributes and
imports car parts, equipment, and accessories.  Kroymans imports
the Saab, Alfa Romeo, and Kia brands to the Netherlands, the
SsangYong brand in Germany and Benelux, and the Cadillac,
Corvette, and HUMMER brands in Europe.


NXP BV: S&P Cuts Long-Term Corporate Credit Rating to 'SD'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit rating on Dutch semiconductor manufacturer
NXP B.V. to 'SD' (selective default) from 'CC'.

At the same time, the ratings on NXP's senior unsecured notes were
lowered to 'D' from 'C', and the senior secured notes were lowered
to 'D' from 'CC'.  The rating on NXP's senior ranking secured
revolving credit facility remains at 'CCC+'.

All ratings on NXP and subsidiary NXP Funding LLC were removed
from CreditWatch where they were placed with negative implications
on March 4, 2009, after the company announced a debt exchange
offer.

"The lowering of the corporate credit rating to 'SD' and of the
bond issue ratings to 'D' reflects NXP's March 31, 2009,
announcement of the result of the exchange offer, which NXP
expects to settle," said Standard & Poor's credit analyst Patrice
Cochelin.

About US$593 million of secured and unsecured bonds were tendered
to NXP, and the company will exchange them for about US$128
million worth of new super priority notes based on a substantial
discount (ranging from 68% to 85% depending on the issues) to the
par amount of the outstanding issues, which is considered a
distressed exchange offer under S&P's criteria, and as such,
tantamount to a default.

S&P understands that the new notes will mature in 2013 and carry a
10% coupon, and assume that these will rank pari passu with the
EUR500 million revolving credit facility.

"In the coming days, S&P will reevaluate NXP's post-exchange
capital structure and, absent any other new development, S&P
expects to raise NXP's corporate credit rating to 'CCC+', with a
negative outlook, from 'SD'," said Mr. Cochelin.

Because of S&P's expectation of continued negative free operating
cash flow generation for NXP in 2009 despite a somewhat lower
interest burden, refinancing risks for the 2012 and 2013
maturities are likely to remain a rating constraint, and will
likely lead us to assign a negative outlook on the expected 'CCC+'
rating.


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


BILIN LLC: Creditors Must File Claims by May 27
-----------------------------------------------
Creditors of LLC Bilin (TIN 2204010650) (Linoleum Production) have
until May 27, 2009, to submit proofs of claims to:

         L. Prikhodko
         Insolvency Manager
         Post User Box 3077
         656015 Barnaul
         Russia

The Arbitration Court of Altayskiy will convene on Aug. 17, 2009,
to hear bankruptcy proceedings.  The case is docketed under Case
No. A03–7340/08-B.

The Debtor can be reached at:

         LLC Bilin
         Chaykovskogo St. 75a
         Biysk
         Russia


INVEST-STROYTEK LLC: Court Names Insolvency Manager
---------------------------------------------------
The Arbitration Court of Moscow appointed M.Golov as Insolvency
Manager for LLC Invest-Stroytek (Construction).  The case is
docketed under Case No. A40–5127/09–101–7B.  He can be reached at:

         Apt. 94
         Tokmakov Pereulok 13/15
         105066 Moscow
         Russia

The Debtor can be reached at:

         LLC Invest-Stroytek
         Apt. 3
         Avtozavodskaya St. 17
         115280 Moscow
         Russia


IZHAVTO OAO: Halts Production; 5,000 Jobs at Risk
-------------------------------------------------
IzhAvto OAO, a subsidiary of The SOK Group, will halt production
indefinitely after the company failed to sell its factory to
Avtovaz, RIA Novosti reports citing business daily Kommersant.

RIA Novosti, citing Avtovaz head Boris Alyoshin, says Avtovaz
backed out of the acquisition as IzhAvto was unable to negotiate a
price cut in the Kia assembly units.

According to RIA Novosti, a source in a lending bank told
Kommerstant that IzhAvto faces bankruptcy over the halt in
production.  The plant, RIA Novosti notes, racked up debts of some
RUR12 billion (US$354 million), including an RUR8 billion (US$236
million) loan from Sberbank.

Citing sources close to the group, RIA Novosti discloses the plant
had "lost interest in assembling cars" amid the falling car market
and ruble devaluation and production had became unprofitable.  RIA
Novosti states according to Kommersant, the plant's losses had
reached US$7 million since November.

RIA Novosti relates an insider told Kommersant 5,000 employees
could lose their jobs as a result of the production halt at the
plant, which has the capacity to produce around 220,000 cars.

Headquartered in Izhevsk, Russian Federation, Izhevskiy
avtomobil'nyi zavod OAO (IzhAvto OAO) -- http://www.izh-auto.ru/
-- is engaged in the production of motor cars and spare parts.
The company produces such cars as IZH, VAZ and KIA, including
Spectra, Rio JB and Sorento models.  The cars are sold through the
official distributor of KIA Motors, SOKIA in 160 centers in 77
cities in Russia.


KAZANORGSINTEZ OJSC: S&P Cuts Corporate Credit Rating to 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
long-term corporate credit rating on Russian petrochemical group
Kazanorgsintez OJSC to 'CC' from 'CCC+'.  The outlook is negative.

At the same time, S&P lowered the Russia national scale rating to
'ruCC' from 'ruBB', and the issue-level rating on unsecured debt
issued by subsidiary Kazanorgsintez S.A. and guaranteed by
Kazanorgsintez to 'CC' from 'CCC+'.  While the recovery rating
remains unchanged, at '4', indicating S&P's expectation of average
(30%-50%) recovery in the event of a payment default, S&P has
reviewed S&P's recovery expectations to the very low end of the
range.

"The downgrade reflects the lack of progress in terms of
refinancing," said Standard & Poor's credit analyst Lucas Sevenin.
The group has substantial debt due in 2009 but insufficient cash
and availability under committed lines; existing end-2008 and 2009
covenant limits that are likely to be breached; and challenging
operating trends that S&P expects will continue at least until
2011, and which would pressure EBITDA and operating cash flows in
the coming years.

"The negative outlook reflects our concerns regarding
Kazanorgsintez' ability to obtain sufficient financing to repay
its high short-term debt and the group's ability to improve its
EBITDA against weaker overall demand and softer prices in the
petrochemicals industry," said Mr Sevenin.  The rating would be
pressured if the group failed to honor its financial obligations
or if covenants were breached.


KOMI-LES LLC: Creditors Must File Claims by April 27
----------------------------------------------------
Creditors of LLC Komi-Les (Lumbering) have until April 27, 2009,
to submit proofs of claims to:

         A. Stankevich
         Insolvency Manager
         Apt. 5
         Kommunisticheskaya St. 44/2
         Syktyvkar
         167001 Komi
         Russia

The Arbitration Court of Komi will convene on July 27, 2009, to
hear bankruptcy proceedings.  The case is docketed under Case
No. A29–11038/2008.

The Debtor can be reached at:

         LLC Komi-Les
         Syktyvkar
         Komi
         Russia


LEN-STROY-PROEKT LLC: Creditors Must File Claims by May 27
----------------------------------------------------------
Creditors of LLC Len-Stroy-Proekt (TIN 7810034667, PSRN
1057811879091, RVC 781001001) (Construction) have until May 27,
2009, to submit proofs of claims to:

         I. Churkina
         Insolvency Manager
         Post User Box 2
         394038 Voronezh
         Russia

The Arbitration Court of Saint-Petersburg commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. A56–39422/2007.

The Debtor can be reached at:

         LLC Len-Stroy-Proekt
         Prospect Yu. Gagarina 28/1A
         196135 Saint-Petersburg
         Russia


MOBILE TELESYSTEMS: Moody's Changes Outlook to Stable
-----------------------------------------------------
Moody's Investors Service has changed the outlook on MTS's ratings
to stable from positive.  The change was prompted by the agency's
assessment that there is limited scope for any material
improvement of the company's credit profile over the near term
relative to Moody's original expectations given the current
economic conditions.

Moody's notes that MTS, the largest Russia-based wireless operator
in terms of subscriber numbers and geographic scope of operations,
has been strongly positioned in its rating category given the
continuous robust top line growth alongside sustainable
profitability and relatively low leverage measured as Debt to
OIBDA at 0.8x (Net Debt to OIBDA of 0.6x) on an unadjusted basis
as at December 31, 2008.

Although Moody's believes that the company's business model
displays some resilience to the market downturn, it notes
potentially the negative pressure that is developing from the
currency mismatch that exists between the weakening Russian rouble
and Ukrainian hryvna and its foreign currency denominated debt
obligations where approximately 80% of MTS's US$4.07 billion of
debt as at December 31, 2008 is foreign currency-denominated.
Moody's also notes its concerns that a decrease in usage of mobile
services, in particular in the corporate sector, could develop
over the course of 2009 though this could to an extent be
compensated by tariff rebalancing.  Moody's also takes into
account the reliance of the company's parent Sistema (Sistema
JSFC, Ba3 on review for downgrade) on cash up-streaming from MTS,
including in the form of dividends and potential asset sales.

While positively acknowledging MTS's (i) successful efforts in
raising rouble financing and extending maturities in the past
twelve months, (ii) substantial internally generated free cash
flow in excess of US$1.0 billion in 2008, and (iii) estimated cash
balances in excess of US$1.7 billion as of March 2009, Moody's
notes that some pressure is developing on the company's liquidity
as a result of the scheduled repayment of approximately US$1.2
billion of debt in the coming 12 months.  The stable outlook does
not take into account any possible financial policy changes that
could impact free cash flow generation or the impact of any
acquisitions which could put further pressure on the group's
credit metrics and liquidity profile.

Moody's previous rating action on MTS was on the October 9, 2007,
when the rating agency upgraded the corporate family rating of MTS
to Ba2.

In rating this issuer, Moody's applies its rating methodology for
the global telecoms industry, which sets out how it analyses the
credit risk of telecoms companies and derives their ratings.

Open Joint Stock Company Mobile TeleSystems is the largest
wireless telecommunications operator in Russia with US$10.2
billion in revenue and US$5.1 billion in reported OIBDA as at
December 31, 2008.  Apart from Russia, the company operates in the
Ukraine, Uzbekistan, Turkmenistan, Armenia and Belarus.


NOVGOROD MACHINE: Creditors Must File Claims by May 27
------------------------------------------------------
Creditors of CJSC Novgorod Machine-Building Plant (TIN
5321031585) have until May 27, 2009, to submit proofs of claims
to:

         Ye. Dobrynina
         Insolvency Manager
         Post User Box 125
         127562 Moscow
         Russia

The Arbitration Court of Novgorodskaya commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. A44–3447/2009.

The Debtor can be reached at:

         CJSC Novgorod Machine-Building Plant
         Gerasimenko-Manitsina St. 25
         Novgorod
         Russia


NUTRITEK: May Get Temporary Reprieve on US$220 Million Debt
-----------------------------------------------------------
Russia's largest baby-food company, Nutritek Group, is close to
agreeing a standstill agreement on US$220 million of debt, Gavin
Evans at Bloomberg News reports citing Chief Executive Officer Jim
Dwyer.

The company, which defaulted on a US$50 million bond in December,
has reached a verbal agreement with its major lenders and
bondholders, Mr. Dwyer told Bloomberg News in an interview.

Bloomberg News relates Nutritek is seeking as much as four months'
grace while it restructures debt, clears surplus inventory, raises
fresh equity and completes the purchase of a New Zealand milk
powder plant.  The company has a US$50 million bond due April 17
and a RUR1.2 billion (US$35 million) bond maturing in June, the
report notes.

Nutritek has too much debt and too much working capital tied up in
surplus lower-value products, Mr. Dwyer said as cited by the
report.

According to Bloomberg News, Moscow-based Nutritek Group was
founded in 1990 as a research and development center and between
1991 and 1997 leased production capacity from third parties to
make infant formula and other baby foods.


PETERBURG-KALININGRAD-STROY CJSC: Claims Deadline is May 27
-----------------------------------------------------------
Creditors of CJSC Peterburg-Kaliningrad-Stroy (TIN 3907025250,
PSRN 1023901642434) (Construction) have until May 27, 2009, to
submit proofs of claims to:

         N. Kustov
         Insolvency Manager
         Portovaya St. 24
         236003 Kaliningrad
         Russia
         Tel: 69–25–36
         Fax: 69–25–34

The Arbitration Court of Kaliningradskaya commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. A21-6129/2008.

The Debtor can be reached at:

         CJSC Peterburg-Kaliningrad-Stroy
         Bagrationa St. 82/8
         236039 Kaliningrad
         Russia


PROGRESS LLC: Creditors Must File Claims by April 27
----------------------------------------------------
Creditors of LLC Progress (TIN 3721007086, PSRN 1063701005774)
(Garment Factory) have until April 27, 2009, to submit proofs of
claims to:

         M. Chernyayev
         Insolvency Manager
         Office 408
         15 Proezd St. 4
         153006 Ivanovo
         Russia
         Tel: (4932)47-54-41.

The Arbitration Court of Ivanovskaya commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. A17–456/2009,–14B.

The Debtor can be reached at:

         LLC Progress
         1-ya Detskaya St. 48
         Rodniki
         Ivanovskaya
         Russia


RENAISSANCE SECURITIES: Fitch Cuts Rating on US$250MM Bond to 'B'
-----------------------------------------------------------------
Fitch Ratings has downgraded the Long-term rating of the US$250
million bond issued by Renaissance Securities Trading Limited, a
subsidiary of Renaissance Capital Holdings Limited, to 'B' from
'BB-' (BB minus).  RCHL is the holding company of the Russia-
headquartered investment banking group, known as Renaissance
Capital.  The agency has simultaneously downgraded RCHL's Long-
term Issuer Default Rating to 'B-' (B minus), from 'BB-' (BB
minus) and the Long-term IDR of its UK subsidiary, Renaissance UK
Holdings Limited to 'B' from 'BB-' (BB minus).  RCHL's and RUKHL's
Long-term IDRs both have a Negative Outlook.  A full rating
breakdown is provided at the end of this comment.

The rating actions in respect of the group's bond and RUKHL
reflect i) Renaissance Capital's weaker earnings outlook, ii) its
still challenging risk environment, iii) a high level of lending
to other Renaissance Group entities and complex group structure,
and iv) the challenges of protecting and accessing liquidity, at a
time when revenues are likely to remain well below pre-crisis
levels.

The downgrade of RCHL's Long-term IDR to a level one notch lower
than the Long-term IDR of RUKHL and the rating of the group's bond
reflects an additional structural concern.  In September 2008, the
Renaissance Group of companies announced that it had agreed to
sell 50% minus half of one share of Renaissance Capital to the
ONEXIM Group.  As certain regulatory approvals are needed before
the transaction can be completed, ONEXIM initially injected a
US$500m loan (due late June 2009) into a holding company
subsidiary of RCHL called Renaissance Financial Holdings Limited
(RFHL) in order to alleviate liquidity pressures being experienced
by the group.  RFHL ultimately owns all of the group's investment
banking subsidiaries, including the issuer of the group's bond,
RSTL.

Once regulatory approvals for the sale have been received,
ONEXIM's US$500 million loan will be converted into equity in
RFHL.  Under this outcome, RCHL would only own half of RFHL and
ultimately have rights over only half of the assets and cash flows
of the group's operating subsidiaries.

Should regulators not approve the sale, which is not Fitch's
expectation, the additional debt burden of ONEXIM's US$500 million
loan would represent a large cash consideration for the group, and
likely warrant further negative rating action.  Under each
scenario, Fitch believes RCHL's Long-term IDR should be no higher
than 'B-' (B minus) to which it is has now been downgraded.

RCHL acts as guarantor of the bond issued by RSTL.  However, as
cash flows for servicing this debt are more likely to be sourced
from group operating subsidiaries than RCHL, the specific
structural issues reflected in the downgrade of RCHL's Long-term
IDR have not been reflected in the rating of the bond.  The
specific structural concern affecting RCHL's Long-term IDR should
have no bearing on operating subsidiaries' dealings with
counterparties/other creditors.

After a strong performance in H108, the group suffered material,
mainly market-related losses in Q308.  Despite extensive cost-
cutting measures (the group's headcount has fallen by 39% from a
peak of 1,226 in September 2008), the extremely adverse trading
conditions and Russia's currently weak capital markets present
significant challenges for Renaissance Capital's revenue
generation.  For a company focused on a narrow market, where
changes in market values, liquidity and credit risks can be
severe, periodic losses should be expected.  However, provided the
group is able to see out the financial market crisis and maintain
key staff, which could be increasingly challenging, the company's
commitment to and relationships within Russia/CIS and Africa mean
it could be well-placed to benefit once markets recover and
investor sentiment improves.

Positively for creditors, the balance sheet has been significantly
de-leveraged from a peak of US$7.4 billion of assets in July 2008
to US$3.1 billion at end-2008, when the equity/assets ratio was
around 23%.  It will be further de-leveraged once the US$500
million loan from ONEXIM converts into equity (giving rise to an
end-2008 proforma equity/assets ratio of 38%).  The group has also
repaid its US$95 million syndicated bank loan.  The company's
remaining external debt is represented by US$180 million of
eurobonds due November 2009 out of an original issue size of
US$250 million (US$28 million has been redeemed and US$42 million
repurchased).

However, the company's most pressing challenge in September 2008,
when the deal with ONEXIM was announced, was liquidity and
ONEXIM's US$500 million cash injection at that time was critical.
Cash and cash equivalents were around US$500 million at end-2008.
ONEXIM may have the propensity to provide additional liquidity
support, if necessary, but the provision of full and timely
support cannot be relied upon.  Cash generation from operations
and the ability to access liquidity from other third parties is
likely to remain constrained, however, so the repayment of the
outstanding US$180 million of its bond could still represent a
relatively significant call on available liquidity unless trading
conditions improve.

Fitch has concern that over US$600 million of the Renaissance
Capital's liquidity at end-9M08 (up from US$147 million at end-
2007) was tied up in loans, mainly to other Renaissance Group
companies.  Renaissance Capital is restricted by covenants on
making further loans to the wider Renaissance Group of companies,
but may still pay dividends in order to help support group
companies' funding needs.

The rating actions are:

Renaissance Capital Holdings Limited:

  -- Long-term IDR downgraded to 'B-' (B minus) from 'BB-' (BB
     minus); Outlook Negative

  -- Short-term IDR: affirmed at 'B'

  -- Individual Rating: downgraded to 'D/E' from 'D' and withdrawn

  -- Support Rating: affirmed at '5

  -- Support Rating Floor: affirmed at 'No floor'

Renaissance UK Holdings Limited

  -- Long-term IDR downgraded to 'B' from 'BB-'(BB minus); Outlook
     Negative

  -- Short-term IDR: affirmed at 'B'

  -- Support Rating: downgraded to '4' from '3' and withdrawn

  -- US$250m senior unsecured debt issued by RSTL and guaranteed
     by RCHL: downgraded to 'B' from 'BB-' (BB minus); Recovery
     Rating assigned at 'RR4'.

The Renaissance Capital group was founded in 1995 and is now a
leading Russian, CIS and Sub-Saharan African investment bank,
whose ultimate holding company, Renaissance Holdings Management
Limited, is located in Bermuda.  RHML also owns a consumer finance
bank, CB Renaissance Capital, certain merchant banking assets
under the umbrella of Renaissance Partners and Renaissance
Investment Management.


SMOLENSK-NERUD OJSC: Creditors Must File Claims by April 27
-----------------------------------------------------------
Creditors of OJSC Smolensk-Nerud (TIN 6712003203, PSRN
1026700635092) (Nonmetallic Materials Mining and Processing) have
until April 27, 2009, to submit proofs of claims to:

         V. Alekseyev
         Temporary Insolvency Manager
         Office 4
         Soboleva St. 7
         214000 Smolensk
         Russia

The Arbitration Court of Smolenskaya commenced bankruptcy
supervision procedure.  The case is docketed under Case No. A-
62–479/2009.

The Debtor can be reached at:

         OJSC Smolensk-Nerud
         Losnya
         Pochinkovskiy
         216460 Smolenskaya
         Russia


STROY-PARTNER CJSC: Creditors Must File Claims by May 27
--------------------------------------------------------
Creditors of CJSC Stroy-Partner (Construction) have until May 27,
2009, to submit proofs of claims to:

         S. Babak
         Insolvency Manager
         Building 3
         Lazareva St. 25
         Nyagan'
         Khanty-Mansiysk
         Russia

The Arbitration Court of Khnaty-Mansiysk will convene at 9:30 a.m.
on Sept. 7, 2009, to hear bankruptcy proceedings.  The case is
docketed under Case No. A75–5265/2008.


The Court is located at:

         The Arbitration Court of Khnaty-Mansiysk
         Hall 316
         Lenina St. 54/1
         Khanty-Mansiysk
         Tumenskaya
         Russia

The Debtor can be reached at:

         CJSC Stroy-Partner
         Mayakovskogo St. 39
         Surgut
         Khanty-Mansiysk
         Tumenskaya
         Russia


VIMPEL-COMMUNICATION: Moody's Gives Neg. Outlook on 'Ba2' Rating
----------------------------------------------------------------
Moody's Investors Service has changed the outlook on the Ba2
corporate family and debt ratings of Open Joint Stock Company
Vimpel-Communication to negative from positive.  The outlook
change reflects Moody's concerns over VimpelCom's weaker financial
profile which developed over the course of 2008 as a result of a
significant increase in leverage following the acquisition of
Golden Telecom aggravated by the recent rouble devaluation
resulting in foreign exchange losses and increases in foreign
currency debt service costs given the high proportion of foreign
currency denominated debt within the company's capital structure.

Moody's notes that despite its improved business profile and
operating efficiency trends in recent years, Vimpelcom is the most
vulnerable of the three rated Russian mobile operators to rouble
devaluation due to its high absolute debt level (approximately
US$8.0 billion of debt as at September 30, 2008) of which
approximately 84% is foreign currency denominated.  Moody's also
notes its concern that future cash flow generation could be
negatively impacted by a possible decrease in mobile and fixed-
line services usage, in particular in the corporate sector, which
could to an extent be offset by tariff rebalancing.  Moody's is
therefore concerned that the factors noted above may result in
weaker than originally anticipated operating performance and free
cash flow generation and therefore higher than anticipated
leverage as articulated for the rating category (Debt/EBITDA of
less than 2x).  Of continuing concern also is the limited
visibility with regard to the potential implications of the
ongoing shareholder conflict on the company.

While positively acknowledging VimpelCom's successful efforts in
raising rouble financing and refinancing its short-term debt
maturities over the past twelve months supported by internally
generated free cash flow in excess of US$0.3 billion for the first
nine months of 2008 along with cash balances estimated by Moody's
at approximately US$1.0 billion as of March 2009, the rating
agency nevertheless notes that significant pressure is developing
on the company's liquidity as a result of the scheduled repayment
of approximately US$2.2 billion of debt in the coming 12 months in
an environment where (i) access to the international debt capital
markets remains constrained increasing refinancing risk and (ii)
the functional currency may continue to weaken.

Moody's previous rating action on VimpelCom was on May 12, 2008,
when the rating agency assigned a positive outlook to the
corporate family rating of the company following the
implementation of a more permanent debt capital structure
following the Golden Telecom acquisition.

In rating this issuer, Moody's applies its rating methodology for
the global telecoms industry, which sets out how it analyzes the
credit risk of telecoms companies and derives their ratings.

VimpelCom is the all-Russian integrated operator providing mobile
and fixed-line telephony services under the "Beeline" brand.  For
the nine months ended September 30, 2008, the company generated
US$7.56 billion in revenue with a reported 49.4% operating income
before depreciation and amortization (OIBDA) margin (OIBDA margin
of 52.4% and 27% for mobile and fixed line segments,
respectively).


VOLGOGRAD AGRO: Creditors Must File Claims by April 27
------------------------------------------------------
Creditors of LLC Volgograd-Agro-Prom-Stroy (TIN 3415012249, PSRN
1033400721650) (Construction) have until April 27, 2009, to submit
proofs of claims to:

         M .Mazalov
         Insolvency Manager
         Post User Box 3115
         400105 Volgograd
         Russia

The Arbitration Court of Volgogradskaya commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. A12–3134/2009.

The Debtor can be reached at:

         LLC Volgograd-Agro-Prom-Stroy
         Office 300
         Karbysheva St. 76
         Volzhskiy
         Volgogradskaya
         Russia


===============
S L O V E N I A
===============


ISTRABENZ D.D.: Share Trading Suspended Until April 17
------------------------------------------------------
Marja Novak at Reuters reports that the Ljubljana bourse has
suspended trading in shares in Istrabenz d.d. until April 17 due
to the company's insolvency.

Reuters notes there was no trading in the shares on Thursday,
April 2, but the price fell 3.46 percent to EUR8.46 in thin volume
on Wednesday, the day after the company declared itself insolvent.

According to Reuters, shares in Istrabenz have lost 91% of their
value over the past year.

Reuters discloses the bourse also suspended trading in Maksima
Holding, which owns 25 percent of Istrabenz.  Maksima, Reuters
recounts, declared insolvency on Wednesday, mainly because of
the drop in the value of its investment in Istrabenz.

On April 2, 2009, the Troubled Company Reporter-Europe, citing
Reuters' Ms. Novak, reported the company was forced into
insolvency after it failed to reach a deal with its creditors over
its debt.

Reuters disclosed Istrabenz d.d. CEO Igor Bavcar quit his post on
Tuesday.  Mr. Bavcar will remain head of the company until May 15,
the report stated.

According to the report, Istrabenz and its affiliated firms owe
some EUR950 million (US$1.26 billion) to 19 banks, including a
number of Austrian banks, namely Bank Austria, Bawag, Hypo Alpe
Adria and the Kaertner Sparkasse.  The company has EUR160 million
in debts due by the end of March, Reuters disclosed citing local
media reports.

Reuters noted under Slovenian law, the company has 60 days to
reach a deal with creditors on debt repayment terms or enter
bankruptcy, which would be the biggest corporate failure in
Slovenia in the last decade.

The report recalled the company made a net loss of EUR220.8
million (US$294.2 million) in 2008 as a result of falls in the
value of its capital investments.

Headquartered in Koper, Slovenia, Istrabenz d.d. (ISTRABENZ
holdinska druzba, d.d.) -- http://www.istrabenz.si/-- is a parent
company of the Istrabenz Group.  The Company is responsible for
the asset management and supervision of the Group members.
Istrabenz d.d. has developed investments in the number of
divisions: Energy, which covers the gas business, production and
distribution of energy, transshipment and storage of oil
derivatives; Tourism, which offers hotel, catering, wellness and
congress services; Investments, which deals with advertising,
financial services and technical consulting; Food, which markets
food products, and Information Technology that provides
information support to the companies of the Istrabenz Group.  As
for December 31, 2007, there were 69 companies in Istrabenz Group.


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


BANCAJA 7: S&P Affirms Rating on Class D Notes at 'BB'
------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch positive
its credit ratings on the class B notes issued by Bancaja 7 Fondo
de Titulizacion de Activos.  At the same time, S&P removed from
CreditWatch negative classes A2 and B issued by Bancaja 5 Fondo de
Titulizacion de Activos and Bancaja 6 Fondo de Titulizacion de
Activos.  All the other ratings in these transactions have been
affirmed.

After reviewing the most recent performance information S&P has
received for Bancaja 7, S&P believes that the likelihood of a
positive rating action for the class B notes in this deal has
increased.

The level of credit support available to this class has increased
due to de-leveraging within the deal, together with the relatively
stable performance of the underlying collateral.

S&P placed classes A and B issued by Bancaja 5 and Bancaja 6 on
CreditWatch negative on Nov. 27, 2008 because both deals had
exposure to an 'A-2' rated derivative counterparty.  The change to
S&P's methodology for 'A-2' rated derivative counterparties on
Oct. 22 2008 stated that 'A-2' rated derivative counterparties
could no longer support 'AAA' ratings on issued notes.  The
affirmation of the class A notes reflects the replacement of their
swap counterparty with an 'A-1' rated entity.

At closing, the issuers entered into interest swap agreements with
Bancaja to provide protection against adverse interest rate
movements.  On Sept. 23, 2008, S&P lowered its short-term rating
on Bancaja to 'A-2'.  Subsequently, Bancaja 5 and Bancaja 6
terminated their interest swap agreements with Bancaja and have
now replaced those obligations with Credit Suisse (A+/Stable/A-1)
as interest swap provider on terms substantially similar to the
previous swaps with Bancaja.

S&P has also affirmed the rating on the class C notes in those
transactions after a full credit and cash flow analysis of the
most recent transaction information that S&P has received.  The
ratings on these transactions are currently supported by higher
credit enhancement levels provided by a cash reserve and
subordinated tranches due to transaction amortization, and lower
long-term arrears than the later deals.

S&P will now carry out a more detailed analysis of Bancaja 7 to
investigate whether the class B notes can attain a higher rating.
S&P will release the results of this review and any changes to the
ratings in due course.

Each deal is a Spanish residential mortgage-backed securities
(RMBS) transaction backed by pools of first-ranking mortgages
secured over owner-occupied residential properties in Spain.  The
mortgages were originated by Caja de Ahorros de Valencia,
Castellon y Alicante.

                           Ratings List

     Rating Placed On Creditwatch With Positive Implications

            Bancaja 7 Fondo de Titulizacion de Activos
         EUR1.9 Billion Mortgage-Backed Floating-Rate Notes

                                    Rating
                                    ------
              Class        To                  From
              -----        --                  ----
              B            A/Watch Pos         A


                         Ratings Affirmed

            Bancaja 7 Fondo de Titulizacion de Activos
         EUR1.9 Billion Mortgage-Backed Floating-Rate Notes

                         Class        Rating
                         -----        ------
                         A            AAA
                         C            BBB
                         D            BB

            Bancaja 5 Fondo de Titulizacion de Activos
         EUR1.0 Billion Mortgage-Backed Floating-Rate Notes

                         Class        Rating
                         -----        ------
                         C            A-

            Bancaja 6 Fondo de Titulizacion de Activos
         EUR2.08 Billion Mortgage-Backed Floating-Rate Notes

                         Class        Rating
                         -----        ------
                         C            A


      Ratings Affirmed and Removed From Creditwatch Negative

            Bancaja 6 Fondo de Titulizacion de Activos
         EUR2.08 Billion Mortgage-Backed Floating-Rate Notes

                                Rating
                                ------
          Class        To                  From
          -----        --                  ----
          A2           AAA               AAA/Watch Neg
          B            AA                AA /Watch Neg

            Bancaja 5 Fondo de Titulizacion de Activos
         EUR1.0 Billion Mortgage-Backed Floating-Rate Notes

                                Rating
                                ------
          Class        To                  From
          -----        --                  ----
          A2           AAA               AAA/Watch Neg
          B            AA-               AA-/Watch Neg


BBVA RMBS 1: Moody's Downgrades Rating on Class C Notes to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of:

  -- Classes B and C of notes issued by BBVA RMBS 1, Fondo de
     Titulizacion de Activos (BBVA RMBS 1)

  -- Classes A3, B and C of notes issued BBVA RMBS 3, Fondo de
     Titulizacion de Activos (BBVA RMBS 3)

The rating action was prompted by the worse-than-expected
performance of the collateral backing the notes and Moody's
methodology update for rating Spanish RMBS, released on July 23,
2008.  The downgrades also reflect Moody's negative sector outlook
for Spanish RMBS and the weakening of the macro-economic
environment in Spain, including the expected increase in
unemployment rates projected for 2009 and 2010.  The rating action
concludes the review of the BBVA RMBS 1 notes, which Moody's
placed on review for possible downgrade following the release of
Moody's methodology update.

BBVA RMBS 1 and BBVA RMBS 3 -- which closed in February 2007 and
July 2007, respectively -- share some collateral and structural
features.  The notes of these transactions are backed by first-
ranking mortgage loans secured on residential properties located
in Spain, which were originated by BBVA (Aa1/Prime-1), for an
overall balance at closing of EUR 2.5 billion and EUR 3 billion,
respectively.  In both transactions the majority of the collateral
includes loans with high Loan-to-Value: in BBVA RMBS 1 loans with
LTV over 80% represent 96% of the current pool balance, whereas in
BBVA RMBS 3 this percentage is equal to 72.89% of the outstanding
pool balance.  The portfolios are also quite concentrated in the
area of Catalonia, Madrid and Andalusia.

Currently, both portfolios are showing worse-than-expected
collateral performance.  Taking into account the cumulative amount
of defaulted loans and applying a roll-rate and severity analysis
on the rest of the portfolio, Moody's has increased its loss
expectations for the two transactions, as detailed below.  Moody's
has also assessed updated loan-by-loan information for the
outstanding portfolios to determine the increase in credit support
consistent with target rating levels and the volatility of the
distribution of future losses.  As a result, Moody's has updated
its MILAN Aaa credit enhancement (MILAN Aaa CE) assumptions for
both transactions, as detailed below.  The loss expectation and
the Milan Aaa CE are the two key parameters used by Moody's to
calibrate its loss distribution curve, which is one of the core
inputs in the cash-flow model it uses to rate RMBS transactions.
These updated assumptions reflect the collateral performance to
date as well as Moody's expectations for these transactions, in
the context of a weakening macro-economic environment in Spain.

For BBVA RMBS 1, as of the last reporting date of December 2008,
loans that have been in arrears for 90 days or above, amounted to
1.19% of the current pool balance. Cumulative defaults amounted to
0.36% of the original balance.  Moody's has raised its Milan Aaa
CE to 10% and the portfolio's expected loss assumption to 1.90%
(as a percentage of original pool balance).  The current available
subordination for class A3 (most junior Aaa in the structure),
which includes the reserve fund is equal to 11.68%.

For BBVA RMBS 3, as of the last reporting date of February 2009,
loans that have been in arrears for 90 days or above, amounted to
3.87% of the current pool balance.  Cumulative defaults amounted
to 0.73% of the original balance.  Moody's has raised its Milan
Aaa CE to 15% and the portfolio's expected loss assumption to
2.40% (as a percentage of original pool balance).  The current
available subordination for Class A3 (most junior Aaa in the
structure), which includes the reserve fund is equal to 10.03%.

As a result of their collateral performance, both BBVA RMBS 1 and
BBVA RMBS 3 have seen draws on their reserve funds, being at
98.75% and 76.41% of their required balance in December 2008 and
February 2009, respectively.

These transactions include an interest rate swap to hedge interest
rate risk in the transaction, securing the weighted average
interest rate on the notes plus 0.65% excess spread and covering
the servicing fee over a notional equal to the daily average
outstanding amount of the loans not more than 90 days in arrears.
BBVA acts as swap counterparty.

Also, BBVA RMBS 1 and BBVA RMB3 3, include artificial write-off of
loans that are either more than 12 months delinquent or for which
there are no expectations of them becoming current.  This typical
Spanish RMBS mechanism speeds up the off balance sheet treatment
of a non-performing loan compared to waiting for the "natural
write-off"; thus, the amount of notes collateralized by non-
performing loans and, consequently, the negative carry, is
minimized.

BBVA RMBS 1 and BBVA RMBS 3 also provide for the amortization mode
of the Class A notes to switch from sequential to pro rata subject
to a performance trigger, which is breached if the ratio between
(1) the outstanding balance of loans less than 90 days in arrears
(increased by principal collections received during the period
preceding the relevant payment date) and (2) the outstanding
balance of Series A is equal to or lower than 1 and 1.05,
respectively.  For BBVA RMBS 3, as this trigger is still far from
its threshold level, Moody's expects that the senior classes will
continue to pay sequentially and has taken rating action only on
the Class A3 Notes.

On November 4, 2008, the Spanish Government announced a package of
aid to assist unemployed, self employed and pensioner borrowers
through a form of mortgage subsidy aid.  It is unclear how this
package will be implemented, and also if it is implemented, how
the transaction will be affected, although both liquidity and
credit implications are possible on this portfolio.  However, any
implications on the ratings will ultimately depend on the actual
financial aid conditions which are approved.

Moody's ratings address the expected loss posed to investors by
the legal final maturity of the notes (June 2050 and February
2060, respectively).  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 latest rating action on the notes issued by BBVA RMBS 1 was
taken by Moody's on July 23, 2008.  No rating action was taken on
the notes issued by BBVA RMBS 3 since closing.  Moody's will
continue to monitor closely the performance of these transactions.

List Of Detailed Rating Actions

BBVA RMBS 1

  -- Class B, Downgraded to A1 from Aa3; previously on July 23,
     2008 Placed Under Review for Possible Downgrade;

  -- Class C Downgraded to Ba3 from Baa2; previously on July 23,
     2008 Placed Under Review for Possible Downgrade.

BBVA RMBS 3

  -- Class A3, Downgraded to Aa1 from Aaa; previously on July 24,
     2007 Assigned Aaa;

  -- Class B, Downgraded to Baa3 from A1; previously on July 24,
     2007 Assigned A1;

  -- Class C Downgraded to B3 from Baa3; previously on July 24,
     2007 Assigned Baa3.


BBVA RMBS 3: Moody's Lowers Rating on Class C Notes to 'B3'
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of:

  -- Classes B and C of notes issued by BBVA RMBS 1, Fondo de
     Titulizacion de Activos (BBVA RMBS 1)

  -- Classes A3, B and C of notes issued BBVA RMBS 3, Fondo de
     Titulizacion de Activos (BBVA RMBS 3)

The rating action was prompted by the worse-than-expected
performance of the collateral backing the notes and Moody's
methodology update for rating Spanish RMBS, released on July 23,
2008.  The downgrades also reflect Moody's negative sector outlook
for Spanish RMBS and the weakening of the macro-economic
environment in Spain, including the expected increase in
unemployment rates projected for 2009 and 2010.  The rating action
concludes the review of the BBVA RMBS 1 notes, which Moody's
placed on review for possible downgrade following the release of
Moody's methodology update.

BBVA RMBS 1 and BBVA RMBS 3 -- which closed in February 2007 and
July 2007, respectively -- share some collateral and structural
features.  The notes of these transactions are backed by first-
ranking mortgage loans secured on residential properties located
in Spain, which were originated by BBVA (Aa1/Prime-1), for an
overall balance at closing of EUR 2.5 billion and EUR 3 billion,
respectively.  In both transactions the majority of the collateral
includes loans with high Loan-to-Value: in BBVA RMBS 1 loans with
LTV over 80% represent 96% of the current pool balance, whereas in
BBVA RMBS 3 this percentage is equal to 72.89% of the outstanding
pool balance.  The portfolios are also quite concentrated in the
area of Catalonia, Madrid and Andalusia.

Currently, both portfolios are showing worse-than-expected
collateral performance.  Taking into account the cumulative amount
of defaulted loans and applying a roll-rate and severity analysis
on the rest of the portfolio, Moody's has increased its loss
expectations for the two transactions, as detailed below.  Moody's
has also assessed updated loan-by-loan information for the
outstanding portfolios to determine the increase in credit support
consistent with target rating levels and the volatility of the
distribution of future losses.  As a result, Moody's has updated
its MILAN Aaa credit enhancement (MILAN Aaa CE) assumptions for
both transactions, as detailed below.  The loss expectation and
the Milan Aaa CE are the two key parameters used by Moody's to
calibrate its loss distribution curve, which is one of the core
inputs in the cash-flow model it uses to rate RMBS transactions.
These updated assumptions reflect the collateral performance to
date as well as Moody's expectations for these transactions, in
the context of a weakening macro-economic environment in Spain.

For BBVA RMBS 1, as of the last reporting date of December 2008,
loans that have been in arrears for 90 days or above, amounted to
1.19% of the current pool balance. Cumulative defaults amounted to
0.36% of the original balance.  Moody's has raised its Milan Aaa
CE to 10% and the portfolio's expected loss assumption to 1.90%
(as a percentage of original pool balance).  The current available
subordination for class A3 (most junior Aaa in the structure),
which includes the reserve fund is equal to 11.68%.

For BBVA RMBS 3, as of the last reporting date of February 2009,
loans that have been in arrears for 90 days or above, amounted to
3.87% of the current pool balance.  Cumulative defaults amounted
to 0.73% of the original balance.  Moody's has raised its Milan
Aaa CE to 15% and the portfolio's expected loss assumption to
2.40% (as a percentage of original pool balance).  The current
available subordination for Class A3 (most junior Aaa in the
structure), which includes the reserve fund is equal to 10.03%.

As a result of their collateral performance, both BBVA RMBS 1 and
BBVA RMBS 3 have seen draws on their reserve funds, being at
98.75% and 76.41% of their required balance in December 2008 and
February 2009, respectively.

These transactions include an interest rate swap to hedge interest
rate risk in the transaction, securing the weighted average
interest rate on the notes plus 0.65% excess spread and covering
the servicing fee over a notional equal to the daily average
outstanding amount of the loans not more than 90 days in arrears.
BBVA acts as swap counterparty.

Also, BBVA RMBS 1 and BBVA RMB3 3, include artificial write-off of
loans that are either more than 12 months delinquent or for which
there are no expectations of them becoming current.  This typical
Spanish RMBS mechanism speeds up the off balance sheet treatment
of a non-performing loan compared to waiting for the "natural
write-off"; thus, the amount of notes collateralized by non-
performing loans and, consequently, the negative carry, is
minimized.

BBVA RMBS 1 and BBVA RMBS 3 also provide for the amortization mode
of the Class A notes to switch from sequential to pro rata subject
to a performance trigger, which is breached if the ratio between
(1) the outstanding balance of loans less than 90 days in arrears
(increased by principal collections received during the period
preceding the relevant payment date) and (2) the outstanding
balance of Series A is equal to or lower than 1 and 1.05,
respectively.  For BBVA RMBS 3, as this trigger is still far from
its threshold level, Moody's expects that the senior classes will
continue to pay sequentially and has taken rating action only on
the Class A3 Notes.

On November 4, 2008, the Spanish Government announced a package of
aid to assist unemployed, self employed and pensioner borrowers
through a form of mortgage subsidy aid.  It is unclear how this
package will be implemented, and also if it is implemented, how
the transaction will be affected, although both liquidity and
credit implications are possible on this portfolio.  However, any
implications on the ratings will ultimately depend on the actual
financial aid conditions which are approved.

Moody's ratings address the expected loss posed to investors by
the legal final maturity of the notes (June 2050 and February
2060, respectively).  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 latest rating action on the notes issued by BBVA RMBS 1 was
taken by Moody's on July 23, 2008.  No rating action was taken on
the notes issued by BBVA RMBS 3 since closing.  Moody's will
continue to monitor closely the performance of these transactions.

List Of Detailed Rating Actions

BBVA RMBS 1

  -- Class B, Downgraded to A1 from Aa3; previously on July 23,
     2008 Placed Under Review for Possible Downgrade;

  -- Class C Downgraded to Ba3 from Baa2; previously on July 23,
     2008 Placed Under Review for Possible Downgrade.

BBVA RMBS 3

  -- Class A3, Downgraded to Aa1 from Aaa; previously on July 24,
     2007 Assigned Aaa;

  -- Class B, Downgraded to Baa3 from A1; previously on July 24,
     2007 Assigned A1;

  -- Class C Downgraded to B3 from Baa3; previously on July 24,
     2007 Assigned Baa3.


CAJA CASTILLA: Fitch Comments on Multi-Issuer Cedulas Transactions
------------------------------------------------------------------
Fitch Ratings said it expects that the Bank of Spain intervention
with respect to Caja Castilla La Mancha (CCM, 'BB+'/'B'/Watch
Positive) is neutral from a ratings perspective for multi-issuer
cedulas transactions where the bank is a participant.

On March 30, 2009, the Bank of Spain announced it was formally
taking over the management of CCM and providing the entity with up
to EUR9 billion in financing backed by government loan guarantees.
While CCM remains operationally intact and functioning, three
administrators from the Bank of Spain will manage the institution
going forward.

CCM has been an active participant in multi-issuer cedulas
hipotecarias market and has EUR5.8 billion of securities
outstanding across 12 standalone multi-issuer CH transactions and
13 series within two multi-issuance programs -- AyT Cedulas Cajas
Global FTA and Cedulas TDA, FTA.

At present, Fitch does not expect any payment interruptions in
CCM-participated multi-issuer CH transactions as CCM CHs maturing
over the near-term may also benefit from the EUR9 billion funding
provided by the government.  In addition, liquidity facilities
granted to the multi-issuer SPVs remain intact and fully available
to cover any interest payment shortfall.

Given that, in a wind down situation, principal repayment on CH is
governed by dynamic over-collateralization, Fitch is focused on
how OC levels will be managed by the caja's new administrators.
As of February 2009, the nominal OC ratio between CCM's total
mortgage book of EUR12.3 billion and the outstanding CHs amount of
EUR6 billion stood at 104.6% (i.e. a collateralization ratio of
204.6%).  The eligible collateralization ratio (calculated as
eligible pool amount divided by outstanding cedulas amount) stood
at 127.9%.  Fitch notes that the size of the total mortgage pool
is significantly larger than the CH's outstanding amount.  Also,
the eligible OC ratio is approaching the legal limit of 25% (i.e.
a collateralization ratio of 125%) which reduces the scope for new
issuance of CH by CCM.

Due to the dynamic nature of the mortgage book and CHs, Fitch will
continue to monitor whether the OC levels continue to provide
protection commensurate with the 'AAA' ratings assigned to the
CCM-participated multi-issuer CHs.  A breach of Fitch's required
minimum OC threshold would cause the agency to review recovery
expectations, which could result in negative rating actions.

As of January 2009, CCM's mortgage portfolio was 65% concentrated
in the caja's home region of Castilla La Mancha, and 19% in
Madrid.  The composition by mortgage security was: 41% backed by
residential property, 44.7% by real estate developments and 14.3%
by commercial and other property types.

Lastly, as announced on November 25, 2008, Fitch is in the process
of updating its multi-issuer cedulas criteria.  The criteria
review and updated assumptions incorporated may result in rating
actions for select multi-issuer CH transactions outstanding.

Separately, Fitch placed CCM's Issuer Default and Support Ratings
on Rating Watch Positive.  The Rating Watch Positive will be
resolved once it becomes clearer how capital will be restored at
CCM, and once the agency has greater clarity on the details
governing the liquidity facility provided by the Spanish state.

List of Fitch-rated multi-issuer transactions with CCM CH
Exposure.

  -- AyT Cedulas Cajas I / 2,049 / April 2011 / 7.3% / 3.1%

  -- AyT Cedulas Cajas III / 3,500 / June 2012 /3.9% / 3.2%

  -- AyT Cedulas Cajas VII / 1,750 / June 2011 / 8.6% / 3.1%

  -- AyT Cedulas Cajas IX / 5,010 / March 2015 / 6.0% / 1.8%

  -- AyT Cedulas Cajas Global, Series VII / 1,000 / May 2017 /
     10.0%/ 7.0%

  -- AyT Cedulas Cajas Global, Series VIII / 2,230 / June 2018 /
     13.5% / 2.5%

  -- AyT Cedulas Cajas Global, Series X / 1,600 / October 2023 /
     9.4% / 2.5%

  -- AyT Cedulas Cajas Global, Series XII / 2,000 / March 2017 /
     10.0% / 2.4%

  -- AyT Cedulas Cajas Global, Series XVII / 3,740 / March 2010 /
     13.4% / 7.2%

  -- AyT Cedulas Cajas Global, Series XIX / 4,200 / October 2013 /
     7.1% / 8.5%

  -- AyT Cedulas Cajas Global, Series XX / 4,105 / November 2015 /
     2.4% / 9.7%

  -- AyT Cedulas Cajas Global, Series XXI / 4,105 / December 2011
     / 2.4% / 2.6%

  -- AyT Cedulas Cajas Global, Series XXII / 2,323 / February 2012
     / 6.5% / 2.3%

  -- CEDULAS TDA 1 / 1,750 / June 2010 / 17.1% / 2.8%

  -- CEDULAS TDA 2 / 2,000 / November 2013 / 7.5% / 2.8%

  -- CEDULAS TDA 3 / 2,000 / March 2016 / 15.0% / 3.2%

  -- CEDULAS TDA 4 / 1,500 / June 2009 / 13.3% / 2.8%

  -- CEDULAS TDA 5 / 1,500 / November 2019 / 8.3% / 3.9%

  -- CEDULAS TDA 6 / 3,000 / May 2025 / 20.0% /2.6%

  -- CEDULAS TDA 7 / 2,000 / June 2017 / 8.8% / 2.2%

  -- CEDULAS TDA 13 / 2,260 / December 2011 / 4.4% / 9.0%

  -- Programa Cedulas TdA, Series A3 / 1,150 / October 2018 / 8.7%
     / 3.7%

  -- Programa Cedulas TdA, Series A4 / 2,310 / April 2021 / 8.7% /
     2.5%

  -- Programa Cedulas TdA, Series A5 / 1,310 / March 2027 / 26.7%
     / 3.4%

  -- Programa Cedulas TdA, Series A6 / 3,805 / April 2031 / 14.5%
     / 2.6%


GC FTGENCAT: Fitch Cuts Rating on Class D Notes to 'CC'
-------------------------------------------------------
Fitch Ratings has downgraded the ratings of five classes of GC
FTGENCAT Caixa Sabadell 1, FTA's notes and simultaneously assigned
Outlooks:

  -- Class A(S) (ISIN ES0341098004) downgraded to 'A' from 'AAA';
     assigned a Negative Outlook

  -- Class A(G) (ISIN ES0341098012) downgraded to 'A+' from 'AAA';
     assigned a Stable Outlook

  -- Class B (ISIN ES0341098020) downgraded to 'B' from 'A+';
     assigned a Negative Outlook

  -- Class C (ISIN ES0341098038) downgraded to 'CCC' from 'BBB-'
      (BBB minus)

  -- Class D (ISIN ES0341098046) downgraded to 'CC' from 'CCC'

After taking Spain's economic downturn and the ongoing correction
in the real estate and construction sectors into account, Fitch's
analysis of the delinquency pipeline and an updated default
forecast indicated that the credit protection for classes A(S),
A(G), B, C and D was no longer adequate to support the prior
ratings.  As such, these classes were downgraded and classes A(S)
and B were assigned Negative Outlooks.  As the Autonomous
Community of Catalonia (Generalitat de Catalunya, rated
'A+'/Stable/'F1') guarantees the class A(G) notes, the rating on
these securities was downgraded to 'A+' from 'AAA' and the notes
were assigned a Stable Outlook.  The review and the corresponding
rating actions are part of an ongoing review of all outstanding
rated Spanish small- and medium-sized enterprise collateralized
debt obligation transactions.

As of January 31,2009, delinquencies of 90 days and above stood at
4.7% of the outstanding portfolio.  The reserve fund of EUR4.5
million provides 1.5% of credit enhancement.  The transaction
closed in 2006.  Unlike most Spanish SME CDO transactions, the
transaction included a 30-month revolving period that ends in
April 2009.  As such, despite its seasoning, the transaction has
not benefited from de-leveraging.  The portfolio is highly
concentrated in real estate and related sectors with the current
exposure at 47.8%, and the largest geographical region is
Barcelona at 79.4%.

Spanish macroeconomic conditions have deteriorated sharply in
recent quarters and there has been a notable increase in
delinquencies across SME CDO transactions.  However, many
originators have begun to reinforce collection efforts by adding
staff and employing more proactive collection strategies.  Given
Fitch's expectation for further credit deterioration in the SME
segment, the agency continues to review all rated SME CDO
transactions to ensure the credit protection in place is
sufficient to maintain existing ratings.

In the analysis undertaken, assumptions on probability of default
and loss severity were made with regards to current delinquencies
as well as the performing portfolio.  With respect to default
probability, the base assumption on the current performing portion
of the portfolio was revised upward to reflect the non-investment
grade nature of underlying borrowers and to consider how the
portfolio or loans could perform through-the cycle.  This resulted
in an increase in the base default probability to approximately
10%, which was then adjusted to reflect the remaining weighted
average life of the portfolio.  The base case PD was further
adjusted to account for the existing portfolio delinquency
pipeline, with loans that have been in arrears for longer being
assigned progressively higher default probabilities (up to 100%
for loans greater than six months in arrears).  On the recovery
side, Fitch assumed the 'BB' recovery from the initial rating
analysis.  These updated PD and recovery assumptions were used to
determine an updated loss expectation and then compared against
existing subordination available for each tranche, with minimum
coverage ratios of the updated expected loss driving the rating
actions noted above.  Seasoning, excess spread, as well as
industry and borrower concentration risk also factored into
Fitch's credit view.

The transaction is a cash flow securitization of loans to Spanish
SMEs granted by Caixa d'Estalvis de Sabadell ('BBB+'/Stable/'F2').
The issuer is legally represented and managed by Gesticaixa SGFT,
SA ("the sociedad gestora"), a limited liability, special-purpose
management company incorporated under Spanish law.


HIPOCAT 10: Moody's Lowers Rating on Class D Notes to 'C'
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of:

  -- Classes A2, B, C and D issued by Hipocat 10, Fondo de
     Titulizacion de Activos (Hipocat 10),

  -- Classes A3, B, C and D issued by Hipocat 11, Fondo de
     Titulizacion de Activos (Hipocat 11) and

  -- All the notes issued by Hipocat 12, Fondo de Titulizacion de
     Activos (Hipocat 12).

The rating actions were prompted by the worse-than-expected
performance of the collateral backing the notes and Moody's
methodology update for rating Spanish RMBS.  As explained in the
press release issued on July 2008 in relation to the methodology
update, the refinements to Moody's Spanish MILAN model result in
higher credit enhancement levels for Spanish RMBS pools,
especially those with riskier features, such as higher loan-to-
value ratios and higher-risk products.  Hipocat 10, 11 and 12 were
three of the transactions flagged by Moody's as having such
features.  Classes B, C and D of notes issued by Hipocat 10 and
all the notes issued by Hipocat 11 and 12 were placed on review
for possible downgrade on July 23, 2008.  The actions conclude a
detailed review of these transactions.

Hipocat 10, 11 and 12 -- which closed in July 2006, March 2007 and
December 2007, respectively -- share some collateral and
structural features.  The notes of these transactions are backed
by first-ranking mortgage loans secured on residential properties
located in Spain, which were originated by Caixa Catalunya (A2/P-
1), for an overall balance at closing of EUR1.5 billion, EUR1.6
billion and EUR1.6 billion, respectively.

The portfolios are showing worse-than-expected collateral
performance leading to above market average delinquencies.  Both
Hipocat 10 and Hipocat 11 have seen draws on their reserve funds,
being at 89.92% and 99.69% of their required balance.  Taking into
account the cumulative amount of defaulted loans and applying a
roll-rate and severity analysis on the rest of the portfolio,
Moody's has increased its loss expectations for the three
transactions.  Moody's has also assessed updated loan-by-loan
information for the outstanding portfolios to determine the
increase in credit support consistent with target rating levels
and the volatility of the distribution of future losses.  As a
result, Moody's has updated its MILAN Aaa credit enhancement
(MILAN Aaa CE) assumptions for these transactions, as detailed
below.  The loss expectation and the Milan Aaa CE are the two key
parameters used by Moody's to calibrate its loss distribution
curve, which is one of the core inputs in the cash-flow model it
uses to rate RMBS transactions.  These updated assumptions reflect
the collateral performance to date as well as Moody's expectations
for these transactions, in the context of a weakening macro-
economic environment in Spain.

For Hipocat 10, as of the last reporting date of January 2009,
loans in arrears for 90 days or above, amounted to 4.48% of the
current pool balance.  Cumulative defaults amounted to 0.44% of
the original pool balance.  Moody's has raised its Milan Aaa CE to
14% and the portfolio's expected loss assumption to 1.80% (as a
percentage of original pool balance).  The current available
credit enhancement for the most junior of the Aaa classes
(including subordination and Reserve Fund) is equal to 11.09%.

For Hipocat 11, as of the last reporting date of January 2009,
loans in arrears for 90 days or above, amounted to 7.95% of the
current pool balance.  Cumulative defaults amounted to 0.31% of
the original pool balance.  Moody's has raised its Milan Aaa CE to
18.5% and the portfolio's expected loss assumption to 2.30% (as a
percentage of original pool balance).  The current available
credit enhancement for the most junior of the Aaa classes
(including subordination and Reserve Fund) is equal to 10.72%.

For Hipocat 12, as of the last reporting date of January 2009,
loans in arrears for 90 days or above, amounted to 7.98% of the
current pool balance.  Cumulative defaults amounted to 0.14% of
the original pool balance.  Moody's has raised its Milan Aaa CE to
19.5% and the portfolio's expected loss assumption to 3.00% (as a
percentage of original pool balance).  The current available
credit enhancement for the Aaa class (including subordination and
Reserve Fund) is equal to 12.37%.

The collateral backing the three transactions includes loans with
high Loan-to-Value (over 80%) ratios of 63.77%, 68.63% and 72.33%
of the pool balance at closing (57.62%, 66.10% and 66.74% of the
outstanding pool balance as of January 2009), respectively.  The
collateral portfolios also include a proportion of loans
concentrated in the area of Catalonia (where Caixa Catalunya has
its highest expertise) and Madrid.  These concentrations are
69.31% and 12.90% for Hipocat 10, 69.77% and 12.72% for Hipocat 11
and 67.86% and 12.39% for Hipocat 12, as per the latest available
reporting dates.

These deals consist in the securitization of the first drawdown of
a mortgage product which is structured like a line of credit.  The
product, named "Credito Total" and granted to individuals resident
in Spain, offers the possibility of (1) withdrawing additional
funds as soon as the loan principal amortizes, up to the minimum
of the original LTV or 80% and (2) enjoying grace periods of
interest and principal of no more than 12 consecutive months and
for a maximum total of 36 months.  The structure allows for
principal to pay interest in case of a liquidity shortfall.

These transactions benefit from an interest rate swap to hedge
interest rate risk, securing weighted-average interest rate on the
notes plus 0.65% excess spread and covering the servicing fee in
case of servicer replacement, over a notional equal to the daily
average outstanding amount of the loans not more than 90 days in
arrears -- excluding loans in grace period up to 35%, 16% and 14%
of pool balance respectively.  CECA (Confederacion Espanola de
Cajas de Ahorros, Aa2/P-1) acts as swap counterparty for Hipocat
10 and Hipocat 11.  Caixa Catalunya (A2/P-1) acts as swap
counterparty for Hipocat 12.

The transactions include artificial write-off of loans (1) more
than 18 months delinquent or (2) for which there are no
expectations of them becoming current.  This typical Spanish RMBS
mechanism speeds up the off balance sheet treatment of a non-
performing loan compared to waiting for the "natural write-off";
thus, the amount of notes collateralized by non-performing loans
and, consequently, the negative carry, is minimized.

Hipocat 10 and Hipocat 11 provide for the amortization mode of the
Class A notes to switch to pro rata subject to a performance
trigger.  For Hipocat 10, the trigger is breached if the
outstanding balance of loans more than 18 months in arrears
exceeds 25% of the initial pool balance.  Outstanding balance of
loans more than 18 months in arrears represented 0.15% of
outstanding pool balance as of January 2009.  In relation to
Series A4, on every payment date starting from July 2008 and until
April 2012 EUR12.5 million are retained and deposited on an
amortization account.  A liquidity facility, provided by Calyon
Spanish branch, is in place to ensure payment of this Series at
its maturity date falling on April 2012.  Before October 2009
available funds for Aaa Series repayment, after paying Series A4,
will be used to amortize A2.  From October 2009 onwards 50% of
these available funds will be used to amortize A3 and 50% to
amortize A2.  Moody's expects that Class A4 and A3 will be
redeemed before Class A2 and has therefore taken rating action
only on Class A2 Notes.

For Hipocat 11 the pro-rata trigger for Aaa classes is breached if
the ratio between (1) the outstanding balance of loans less than
90 days in arrears (increased by principal collections received
during the period preceding the relevant payment date) and (2) the
outstanding balance of Series A1, A2 and A3 is equal to or lower
than 1.  The ratio computed on the determination date falling on
January 2009 was 1.04.  Moody's expects this trigger either not to
be breached or to cure overtime so that the Class A2 will be
redeemed in priority to Class A3.

On November 4, 2008, the Spanish Government announced a package of
aid to assist unemployed, self employed and pensioner borrowers
through a form of mortgage subsidy aid.  It is unclear how the
transaction will be affected, although both liquidity and credit
implications are possible on this portfolio.  However, any
implications on the ratings will ultimately depend on the actual
financial aid conditions which are approved.

Moody's ratings address the expected loss posed to investors by
the legal final maturity of the notes -- April 2012 for Series A4
and October 2039 for the other Classes of Hipocat 10, January 2047
for all Classes issued by Hipocat 11 and September 2047 for all
Classes issued by Hipocat 12 -- Moody's ratings address only the
credit risks associated with the transactions.  Other non-credit
risks have not been addressed, but may have a significant effect
on yield to investors.

The latest rating actions on the notes issued by Hipocat 10, 11
and 12 were taken by Moody's on July 23, 2008.  Moody's will
continue to monitor closely the performance of these transactions.

List Of Detailed Rating Actions

Hipocat 10

  -- Series A2 Downgraded to Aa1from Aaa; previously Assigned Aaa
     on July 6th 2006;

  -- Class B Downgraded to A2 from Aa2; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class C Downgraded to Ba3 from Baa2; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class D Downgraded to C from Caa3; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

Hipocat 11

  -- Series A2 confirmed at Aaa; previously on July 23th 2008
     Placed Under Review for Possible Downgrade;

  -- Series A3 downgraded to Aa2 from Aaa; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class B downgraded to Baa1 from Aa2; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class C downgraded to B2 from Baa2; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class D downgraded to C from Caa3 ; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

Hipocat 12

  -- Class A downgraded to Aa2 from Aaa; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class B downgraded to Baa2 from Aa3; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class C downgraded to B3 from Baa3; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class D downgraded to C from Ca; previously on July 23th 2008
     Placed Under Review for Possible Downgrade.


HIPOCAT 11: Moody's Downgrades Rating on Class D Notes to 'C'
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of:

  -- Classes A2, B, C and D issued by Hipocat 10, Fondo de
     Titulizacion de Activos (Hipocat 10),

  -- Classes A3, B, C and D issued by Hipocat 11, Fondo de
     Titulizacion de Activos (Hipocat 11) and

  -- All the notes issued by Hipocat 12, Fondo de Titulizacion de
     Activos (Hipocat 12).

The rating actions were prompted by the worse-than-expected
performance of the collateral backing the notes and Moody's
methodology update for rating Spanish RMBS.  As explained in the
press release issued on July 2008 in relation to the methodology
update, the refinements to Moody's Spanish MILAN model result in
higher credit enhancement levels for Spanish RMBS pools,
especially those with riskier features, such as higher loan-to-
value ratios and higher-risk products.  Hipocat 10, 11 and 12 were
three of the transactions flagged by Moody's as having such
features.  Classes B, C and D of notes issued by Hipocat 10 and
all the notes issued by Hipocat 11 and 12 were placed on review
for possible downgrade on July 23, 2008.  The actions conclude a
detailed review of these transactions.

Hipocat 10, 11 and 12 -- which closed in July 2006, March 2007 and
December 2007, respectively -- share some collateral and
structural features.  The notes of these transactions are backed
by first-ranking mortgage loans secured on residential properties
located in Spain, which were originated by Caixa Catalunya (A2/P-
1), for an overall balance at closing of EUR1.5 billion, EUR1.6
billion and EUR1.6 billion, respectively.

The portfolios are showing worse-than-expected collateral
performance leading to above market average delinquencies.  Both
Hipocat 10 and Hipocat 11 have seen draws on their reserve funds,
being at 89.92% and 99.69% of their required balance.  Taking into
account the cumulative amount of defaulted loans and applying a
roll-rate and severity analysis on the rest of the portfolio,
Moody's has increased its loss expectations for the three
transactions.  Moody's has also assessed updated loan-by-loan
information for the outstanding portfolios to determine the
increase in credit support consistent with target rating levels
and the volatility of the distribution of future losses.  As a
result, Moody's has updated its MILAN Aaa credit enhancement
(MILAN Aaa CE) assumptions for these transactions, as detailed
below.  The loss expectation and the Milan Aaa CE are the two key
parameters used by Moody's to calibrate its loss distribution
curve, which is one of the core inputs in the cash-flow model it
uses to rate RMBS transactions.  These updated assumptions reflect
the collateral performance to date as well as Moody's expectations
for these transactions, in the context of a weakening macro-
economic environment in Spain.

For Hipocat 10, as of the last reporting date of January 2009,
loans in arrears for 90 days or above, amounted to 4.48% of the
current pool balance.  Cumulative defaults amounted to 0.44% of
the original pool balance.  Moody's has raised its Milan Aaa CE to
14% and the portfolio's expected loss assumption to 1.80% (as a
percentage of original pool balance).  The current available
credit enhancement for the most junior of the Aaa classes
(including subordination and Reserve Fund) is equal to 11.09%.

For Hipocat 11, as of the last reporting date of January 2009,
loans in arrears for 90 days or above, amounted to 7.95% of the
current pool balance.  Cumulative defaults amounted to 0.31% of
the original pool balance.  Moody's has raised its Milan Aaa CE to
18.5% and the portfolio's expected loss assumption to 2.30% (as a
percentage of original pool balance).  The current available
credit enhancement for the most junior of the Aaa classes
(including subordination and Reserve Fund) is equal to 10.72%.

For Hipocat 12, as of the last reporting date of January 2009,
loans in arrears for 90 days or above, amounted to 7.98% of the
current pool balance.  Cumulative defaults amounted to 0.14% of
the original pool balance.  Moody's has raised its Milan Aaa CE to
19.5% and the portfolio's expected loss assumption to 3.00% (as a
percentage of original pool balance).  The current available
credit enhancement for the Aaa class (including subordination and
Reserve Fund) is equal to 12.37%.

The collateral backing the three transactions includes loans with
high Loan-to-Value (over 80%) ratios of 63.77%, 68.63% and 72.33%
of the pool balance at closing (57.62%, 66.10% and 66.74% of the
outstanding pool balance as of January 2009), respectively.  The
collateral portfolios also include a proportion of loans
concentrated in the area of Catalonia (where Caixa Catalunya has
its highest expertise) and Madrid.  These concentrations are
69.31% and 12.90% for Hipocat 10, 69.77% and 12.72% for Hipocat 11
and 67.86% and 12.39% for Hipocat 12, as per the latest available
reporting dates.

These deals consist in the securitization of the first drawdown of
a mortgage product which is structured like a line of credit.  The
product, named "Credito Total" and granted to individuals resident
in Spain, offers the possibility of (1) withdrawing additional
funds as soon as the loan principal amortizes, up to the minimum
of the original LTV or 80% and (2) enjoying grace periods of
interest and principal of no more than 12 consecutive months and
for a maximum total of 36 months.  The structure allows for
principal to pay interest in case of a liquidity shortfall.

These transactions benefit from an interest rate swap to hedge
interest rate risk, securing weighted-average interest rate on the
notes plus 0.65% excess spread and covering the servicing fee in
case of servicer replacement, over a notional equal to the daily
average outstanding amount of the loans not more than 90 days in
arrears -- excluding loans in grace period up to 35%, 16% and 14%
of pool balance respectively.  CECA (Confederacion Espanola de
Cajas de Ahorros, Aa2/P-1) acts as swap counterparty for Hipocat
10 and Hipocat 11.  Caixa Catalunya (A2/P-1) acts as swap
counterparty for Hipocat 12.

The transactions include artificial write-off of loans (1) more
than 18 months delinquent or (2) for which there are no
expectations of them becoming current.  This typical Spanish RMBS
mechanism speeds up the off balance sheet treatment of a non-
performing loan compared to waiting for the "natural write-off";
thus, the amount of notes collateralized by non-performing loans
and, consequently, the negative carry, is minimized.

Hipocat 10 and Hipocat 11 provide for the amortization mode of the
Class A notes to switch to pro rata subject to a performance
trigger.  For Hipocat 10, the trigger is breached if the
outstanding balance of loans more than 18 months in arrears
exceeds 25% of the initial pool balance.  Outstanding balance of
loans more than 18 months in arrears represented 0.15% of
outstanding pool balance as of January 2009.  In relation to
Series A4, on every payment date starting from July 2008 and until
April 2012 EUR12.5 million are retained and deposited on an
amortization account.  A liquidity facility, provided by Calyon
Spanish branch, is in place to ensure payment of this Series at
its maturity date falling on April 2012.  Before October 2009
available funds for Aaa Series repayment, after paying Series A4,
will be used to amortize A2.  From October 2009 onwards 50% of
these available funds will be used to amortize A3 and 50% to
amortize A2.  Moody's expects that Class A4 and A3 will be
redeemed before Class A2 and has therefore taken rating action
only on Class A2 Notes.

For Hipocat 11 the pro-rata trigger for Aaa classes is breached if
the ratio between (1) the outstanding balance of loans less than
90 days in arrears (increased by principal collections received
during the period preceding the relevant payment date) and (2) the
outstanding balance of Series A1, A2 and A3 is equal to or lower
than 1.  The ratio computed on the determination date falling on
January 2009 was 1.04.  Moody's expects this trigger either not to
be breached or to cure overtime so that the Class A2 will be
redeemed in priority to Class A3.

On November 4, 2008, the Spanish Government announced a package of
aid to assist unemployed, self employed and pensioner borrowers
through a form of mortgage subsidy aid.  It is unclear how the
transaction will be affected, although both liquidity and credit
implications are possible on this portfolio.  However, any
implications on the ratings will ultimately depend on the actual
financial aid conditions which are approved.

Moody's ratings address the expected loss posed to investors by
the legal final maturity of the notes -- April 2012 for Series A4
and October 2039 for the other Classes of Hipocat 10, January 2047
for all Classes issued by Hipocat 11 and September 2047 for all
Classes issued by Hipocat 12 -- Moody's ratings address only the
credit risks associated with the transactions.  Other non-credit
risks have not been addressed, but may have a significant effect
on yield to investors.

The latest rating actions on the notes issued by Hipocat 10, 11
and 12 were taken by Moody's on July 23, 2008.  Moody's will
continue to monitor closely the performance of these transactions.

List Of Detailed Rating Actions

Hipocat 10

  -- Series A2 Downgraded to Aa1from Aaa; previously Assigned Aaa
     on July 6th 2006;

  -- Class B Downgraded to A2 from Aa2; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class C Downgraded to Ba3 from Baa2; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class D Downgraded to C from Caa3; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

Hipocat 11

  -- Series A2 confirmed at Aaa; previously on July 23th 2008
     Placed Under Review for Possible Downgrade;

  -- Series A3 downgraded to Aa2 from Aaa; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class B downgraded to Baa1 from Aa2; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class C downgraded to B2 from Baa2; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class D downgraded to C from Caa3 ; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

Hipocat 12

  -- Class A downgraded to Aa2 from Aaa; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class B downgraded to Baa2 from Aa3; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class C downgraded to B3 from Baa3; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class D downgraded to C from Ca; previously on July 23th 2008
     Placed Under Review for Possible Downgrade.


HIPOCAT 12: Moody's Cuts Rating on Class D Notes to 'C'
-------------------------------------------------------
Moody's Investors Service has downgraded the ratings of:

  -- Classes A2, B, C and D issued by Hipocat 10, Fondo de
     Titulizacion de Activos (Hipocat 10),

  -- Classes A3, B, C and D issued by Hipocat 11, Fondo de
     Titulizacion de Activos (Hipocat 11) and

  -- All the notes issued by Hipocat 12, Fondo de Titulizacion de
     Activos (Hipocat 12).

The rating actions were prompted by the worse-than-expected
performance of the collateral backing the notes and Moody's
methodology update for rating Spanish RMBS.  As explained in the
press release issued on July 2008 in relation to the methodology
update, the refinements to Moody's Spanish MILAN model result in
higher credit enhancement levels for Spanish RMBS pools,
especially those with riskier features, such as higher loan-to-
value ratios and higher-risk products.  Hipocat 10, 11 and 12 were
three of the transactions flagged by Moody's as having such
features.  Classes B, C and D of notes issued by Hipocat 10 and
all the notes issued by Hipocat 11 and 12 were placed on review
for possible downgrade on July 23, 2008.  The actions conclude a
detailed review of these transactions.

Hipocat 10, 11 and 12 -- which closed in July 2006, March 2007 and
December 2007, respectively -- share some collateral and
structural features.  The notes of these transactions are backed
by first-ranking mortgage loans secured on residential properties
located in Spain, which were originated by Caixa Catalunya (A2/P-
1), for an overall balance at closing of EUR1.5 billion, EUR1.6
billion and EUR1.6 billion, respectively.

The portfolios are showing worse-than-expected collateral
performance leading to above market average delinquencies.  Both
Hipocat 10 and Hipocat 11 have seen draws on their reserve funds,
being at 89.92% and 99.69% of their required balance.  Taking into
account the cumulative amount of defaulted loans and applying a
roll-rate and severity analysis on the rest of the portfolio,
Moody's has increased its loss expectations for the three
transactions.  Moody's has also assessed updated loan-by-loan
information for the outstanding portfolios to determine the
increase in credit support consistent with target rating levels
and the volatility of the distribution of future losses.  As a
result, Moody's has updated its MILAN Aaa credit enhancement
(MILAN Aaa CE) assumptions for these transactions, as detailed
below.  The loss expectation and the Milan Aaa CE are the two key
parameters used by Moody's to calibrate its loss distribution
curve, which is one of the core inputs in the cash-flow model it
uses to rate RMBS transactions.  These updated assumptions reflect
the collateral performance to date as well as Moody's expectations
for these transactions, in the context of a weakening macro-
economic environment in Spain.

For Hipocat 10, as of the last reporting date of January 2009,
loans in arrears for 90 days or above, amounted to 4.48% of the
current pool balance.  Cumulative defaults amounted to 0.44% of
the original pool balance.  Moody's has raised its Milan Aaa CE to
14% and the portfolio's expected loss assumption to 1.80% (as a
percentage of original pool balance).  The current available
credit enhancement for the most junior of the Aaa classes
(including subordination and Reserve Fund) is equal to 11.09%.

For Hipocat 11, as of the last reporting date of January 2009,
loans in arrears for 90 days or above, amounted to 7.95% of the
current pool balance.  Cumulative defaults amounted to 0.31% of
the original pool balance.  Moody's has raised its Milan Aaa CE to
18.5% and the portfolio's expected loss assumption to 2.30% (as a
percentage of original pool balance).  The current available
credit enhancement for the most junior of the Aaa classes
(including subordination and Reserve Fund) is equal to 10.72%.

For Hipocat 12, as of the last reporting date of January 2009,
loans in arrears for 90 days or above, amounted to 7.98% of the
current pool balance.  Cumulative defaults amounted to 0.14% of
the original pool balance.  Moody's has raised its Milan Aaa CE to
19.5% and the portfolio's expected loss assumption to 3.00% (as a
percentage of original pool balance).  The current available
credit enhancement for the Aaa class (including subordination and
Reserve Fund) is equal to 12.37%.

The collateral backing the three transactions includes loans with
high Loan-to-Value (over 80%) ratios of 63.77%, 68.63% and 72.33%
of the pool balance at closing (57.62%, 66.10% and 66.74% of the
outstanding pool balance as of January 2009), respectively.  The
collateral portfolios also include a proportion of loans
concentrated in the area of Catalonia (where Caixa Catalunya has
its highest expertise) and Madrid.  These concentrations are
69.31% and 12.90% for Hipocat 10, 69.77% and 12.72% for Hipocat 11
and 67.86% and 12.39% for Hipocat 12, as per the latest available
reporting dates.

These deals consist in the securitization of the first drawdown of
a mortgage product which is structured like a line of credit.  The
product, named "Credito Total" and granted to individuals resident
in Spain, offers the possibility of (1) withdrawing additional
funds as soon as the loan principal amortizes, up to the minimum
of the original LTV or 80% and (2) enjoying grace periods of
interest and principal of no more than 12 consecutive months and
for a maximum total of 36 months.  The structure allows for
principal to pay interest in case of a liquidity shortfall.

These transactions benefit from an interest rate swap to hedge
interest rate risk, securing weighted-average interest rate on the
notes plus 0.65% excess spread and covering the servicing fee in
case of servicer replacement, over a notional equal to the daily
average outstanding amount of the loans not more than 90 days in
arrears -- excluding loans in grace period up to 35%, 16% and 14%
of pool balance respectively.  CECA (Confederacion Espanola de
Cajas de Ahorros, Aa2/P-1) acts as swap counterparty for Hipocat
10 and Hipocat 11.  Caixa Catalunya (A2/P-1) acts as swap
counterparty for Hipocat 12.

The transactions include artificial write-off of loans (1) more
than 18 months delinquent or (2) for which there are no
expectations of them becoming current.  This typical Spanish RMBS
mechanism speeds up the off balance sheet treatment of a non-
performing loan compared to waiting for the "natural write-off";
thus, the amount of notes collateralized by non-performing loans
and, consequently, the negative carry, is minimized.

Hipocat 10 and Hipocat 11 provide for the amortization mode of the
Class A notes to switch to pro rata subject to a performance
trigger.  For Hipocat 10, the trigger is breached if the
outstanding balance of loans more than 18 months in arrears
exceeds 25% of the initial pool balance.  Outstanding balance of
loans more than 18 months in arrears represented 0.15% of
outstanding pool balance as of January 2009.  In relation to
Series A4, on every payment date starting from July 2008 and until
April 2012 EUR12.5 million are retained and deposited on an
amortization account.  A liquidity facility, provided by Calyon
Spanish branch, is in place to ensure payment of this Series at
its maturity date falling on April 2012.  Before October 2009
available funds for Aaa Series repayment, after paying Series A4,
will be used to amortize A2.  From October 2009 onwards 50% of
these available funds will be used to amortize A3 and 50% to
amortize A2.  Moody's expects that Class A4 and A3 will be
redeemed before Class A2 and has therefore taken rating action
only on Class A2 Notes.

For Hipocat 11 the pro-rata trigger for Aaa classes is breached if
the ratio between (1) the outstanding balance of loans less than
90 days in arrears (increased by principal collections received
during the period preceding the relevant payment date) and (2) the
outstanding balance of Series A1, A2 and A3 is equal to or lower
than 1.  The ratio computed on the determination date falling on
January 2009 was 1.04.  Moody's expects this trigger either not to
be breached or to cure overtime so that the Class A2 will be
redeemed in priority to Class A3.

On November 4, 2008, the Spanish Government announced a package of
aid to assist unemployed, self employed and pensioner borrowers
through a form of mortgage subsidy aid.  It is unclear how the
transaction will be affected, although both liquidity and credit
implications are possible on this portfolio.  However, any
implications on the ratings will ultimately depend on the actual
financial aid conditions which are approved.

Moody's ratings address the expected loss posed to investors by
the legal final maturity of the notes -- April 2012 for Series A4
and October 2039 for the other Classes of Hipocat 10, January 2047
for all Classes issued by Hipocat 11 and September 2047 for all
Classes issued by Hipocat 12 -- Moody's ratings address only the
credit risks associated with the transactions.  Other non-credit
risks have not been addressed, but may have a significant effect
on yield to investors.

The latest rating actions on the notes issued by Hipocat 10, 11
and 12 were taken by Moody's on July 23, 2008.  Moody's will
continue to monitor closely the performance of these transactions.

List Of Detailed Rating Actions

Hipocat 10

  -- Series A2 Downgraded to Aa1from Aaa; previously Assigned Aaa
     on July 6th 2006;

  -- Class B Downgraded to A2 from Aa2; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class C Downgraded to Ba3 from Baa2; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class D Downgraded to C from Caa3; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

Hipocat 11

  -- Series A2 confirmed at Aaa; previously on July 23th 2008
     Placed Under Review for Possible Downgrade;

  -- Series A3 downgraded to Aa2 from Aaa; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class B downgraded to Baa1 from Aa2; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class C downgraded to B2 from Baa2; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class D downgraded to C from Caa3 ; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

Hipocat 12

  -- Class A downgraded to Aa2 from Aaa; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class B downgraded to Baa2 from Aa3; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class C downgraded to B3 from Baa3; previously on July 23th
     2008 Placed Under Review for Possible Downgrade;

  -- Class D downgraded to C from Ca; previously on July 23th 2008
     Placed Under Review for Possible Downgrade;


===========
S W E D E N
===========


STENA AB: S&P Retains 'BB+' Issue Rating on Senior Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it had revised its
recovery rating on senior unsecured notes issued by Sweden-based
conglomerate Stena AB (BB+/Stable/--) to '4' from '3'.  A recovery
rating of '4' indicates S&P's expectation of average (30%-50%)
recovery in the event of payment default.  The issue rating on the
notes remains unchanged at 'BB+', in line with the corporate
credit rating.

The revised recovery rating reflects a downward revision of the
valuation of the group's shipping-related assets and recent high
investment spending, which has been largely funded by secured
financing that is senior to the rated notes.

The issue and recovery ratings on the notes take into account
significant secured financing and bank debt, as well as the
effective structural subordination of the notes (issued at parent
company level).  S&P believes that Stena's businesses will retain
value as going concerns in the event of bankruptcy as a result of
the group's leading market positions, distinct operating
activities, and the contract-based nature of its drilling and
shipping divisions, which provides short- to medium-term earnings
visibility.

S&P's estimate of the stressed enterprise value at S&P's
hypothetical point of default is about US$6.3 billion, considering
committed investments in vessel newbuildings (mainly ferries and
drill ships on order).  After deducting priority liabilities, S&P
estimates recovery prospects for the holders of the unsecured
notes in the 30%-50% range.


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


ARQUATIS LLC: Creditors Must File Proofs of Claim by April 14
-------------------------------------------------------------
Creditors owed money by Arquatis are requested to file their
proofs of claim by April 14, 2009, to:

         Landstrasse 18
         5415 Rieden b. Baden
         Switzerland

The company is currently undergoing liquidation in Obersiggenthal.
The decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Feb. 13, 2009.


BTA TRAVEL: Deadline to File Proofs of Claim Set April 15
---------------------------------------------------------
Creditors owed money by JSC BTA Travel Tagerwilen are requested to
file their proofs of claim by April 15, 2009, to:

         Markus Ruch
         Neudorfstrasse 13a
         6312 Steinhausen
         Switzerland

The company is currently undergoing liquidation in Tagerwilen.
The decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Feb. 20, 2009.


CELESTRIUS JSC: Creditors Have Until April 20 to File Claims
------------------------------------------------------------
Creditors owed money by JSC Celestrius are requested to file their
proofs of claim by April 20, 2009, to:

         Hochstrasse 60
         8092 Zurich
         Switzerland

The company is currently undergoing liquidation in Zurich.  The
decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Feb. 12, 2009.


DAHLMEYER IMMOBILIEN: Proof of Claim Filing Deadline is May 11
--------------------------------------------------------------
Creditors owed money by LLC Dahlmeyer Immobilien are requested to
file their proofs of claim by May 11, 2009, to:

         Schulhausstrasse 29
         6318 Walchwil
         Switzerland

The company is currently undergoing liquidation in Walchwil.  The
decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Feb. 10, 2009.


INTERAGOGIK LLC: Creditors' Proofs of Claim Due by May 6
--------------------------------------------------------
Creditors owed money by LLC InterAgogik are requested to file
their proofs of claim by May 6, 2009, to:

         Irene Grether
         Frauenfelderstr. 70
         8514 Amlikon-Bissegg
         Switzerland

The company is currently undergoing liquidation in Stansstad.  The
decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Dec. 22, 2008.


KEYSTART LLC: April 22 Set as Deadline to File Claims
-----------------------------------------------------
Creditors owed money by LLC Keystart are requested to file their
proofs of claim by April 22, 2009, to:

         JSC FCCF
         Bahnhofstrasse 9
         Mail Box: 55
         6341 Baar
         Switzerland

The company is currently undergoing liquidation in Baar.  The
decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Feb. 17, 2009.


S + W LLC: Creditors Must File Proofs of Claim by April 15
----------------------------------------------------------
Creditors owed money by LLC S + W are requested to file their
proofs of claim by April 15, 2009, to:

         Fassler Josef
         JSC TREFA Treuhand
         Mittendorfstrasse 2
         9606 Butschwil3
         Switzerland

The company is currently undergoing liquidation in Oberuzwil.  The
decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Feb. 10, 2009.


SABON-VERLAG LLC: Deadline to File Proofs of Claim Set April 23
---------------------------------------------------------------
Creditors owed money by LLC Sabon-Verlag are requested to file
their proofs of claim by April 23, 2009, to:

         Markus Comba
         Magnihalden 3
         9000 St. Gallen
         Switzerland

The company is currently undergoing liquidation in St. Gallen.
The decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Feb. 3, 2009.


TELL MAKLER: Creditors Have Until April 14 to File Claims
---------------------------------------------------------
Creditors owed money by JSC Tell Makler are requested to file
their proofs of claim by April 14, 2009, to:

         JSC THV
         Ziegelrain 29
         5001 Aarau
         Switzerland

The company is currently undergoing liquidation in Mohlin.  The
decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Dec. 2, 2008.


WERE FASHION: Proof of Claim Filing Deadline is April 20
--------------------------------------------------------
Creditors owed money by LLC Were Fashion are requested to file
their proofs of claim by April 20, 2009, to:

         Jan Severa
         Furttalstrasse 195
         8046 Zurich
         Switzerland

The company is currently undergoing liquidation in Wohlen AG.  The
decision about liquidation was accepted at an extraordinary
shareholders' meeting held on Dec. 9, 2008.


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


ACE-PLUSS LLC: Creditors Must File Claims by April 16
-----------------------------------------------------
Creditors of LLC Ace-Pluss (EDRPOU 35093675) have until April 16,
2009, to submit proofs of claim to V. Sayko, Insolvency Manager.

The Economic Court of Kiev commenced bankruptcy proceedings
against the company after finding it insolvent.  The case is
docketed under Case No. 50/105.

The Court is located at:

         The Economic Court of Kiev
         B. Hmelnitskiy St. 44-b
         01030 Kiev
         Ukraine

The Debtor can be reached at:

         LLC Ace-Pluss
         Obolonsky Avenue 23-A
         04205 Kiev
         Ukraine


ART-CREATIVE TRADE: Creditors Must File Claims by April 13
----------------------------------------------------------
Creditors of LLC Art-Creative Trade Firm (EDRPOU 35575435) have
until April 13, 2009, to submit proofs of claim to:

         Kharchenko Legal bureau
         Insolvency Manager
         Melnikov St. 12
         04050 Kiev
         Ukraine

The Economic Court of Kiev commenced bankruptcy proceedings
against the company after finding it insolvent.  The case is
docketed under Case No. 50/87-b.

The Court is located at:

         The Economic Court of Kiev
         B. Hmelnitskiy St. 44-b
         01030 Kiev
         Ukraine

The Debtor can be reached at:

         LLC Art-Creative Trade Firm
         Office 55
         Reznitskaya St. 8
         01011 Kiev
         Ukraine


GAUDEAMUS LLC: Creditors Must File Claims by April 13
----------------------------------------------------
Creditors of LLC Gaudeamus (EDRPOU 35141189) have until April 13,
2009, to submit proofs of claim to:

         T. Kartashevskaya
         Insolvency Manager
         Office 51
         Obolonsky Avenue 10
         04205 Kiev
         Ukraine

The Economic Court of Kiev commenced bankruptcy proceedings
against the company after finding it insolvent.  The case is
docketed under Case No. 50/86-b.

The Court is located at:

         The Economic Court of Kiev
         B. Hmelnitskiy St. 44-b
         01030 Kiev
         Ukraine

The Debtor can be reached at:

         LLC Gaudeamus
         Office 6
         Rybalskaya St. 3
         01011 Kiev
         Ukraine


* Moody's Reviews 'D' BFSRs of Four Ukrainian Banks for Downgrade
-----------------------------------------------------------------
Moody's Investors Service has taken rating actions on six
Ukrainian banks: the Bank Financial Strength Ratings of OTP Bank
Ukraine, Raiffeisenbank Aval, UkrSibbank and Ukrsotsbank have been
placed on review for possible downgrade.   Moody's has also placed
on review for possible downgrade the debt and deposit ratings of
VAB Bank, and downgraded the local currency deposit rating of
Calyon Bank Ukraine to Ba2 from Ba1, local currency debt rating to
Ba2 from Ba1 and national scale debt rating to Aa1.ua from Aaa.ua.

These ratings are now under review for possible downgrade:

  -- OTP Bank Ukraine: BFSR of D

  -- Raiffeisen Bank Aval: BFSR of D

  -- UkrSibbank: BFSR of D

  -- Ukrsotsbank: BFSR of D

  -- VAB Bank: Local currency deposit rating of B2, senior
     unsecured debt rating of B2 and national scale rating (NSR)
     of A3.ua

These ratings have been downgraded:

  -- Calyon Bank Ukraine: Local currency deposit rating to Ba2
     from Ba1, Local currency debt rating to Ba2 from Ba1 and NSR
     debt rating to Aa1.ua from Aaa.ua

The rating action does not affect these ratings of the
aforementioned issuers:

  -- OTP Bank Ukraine: Local currency deposit rating of Ba1,
     foreign currency deposit rating of B2 (placed on review for
     possible downgrade on 25 February 2009) and NSR of Aa1.ua

  -- Raiffeisen Bank Aval: Local currency deposit rating of Ba1,
     foreign currency deposit rating of B2 (placed on review for
     possible downgrade on 25 February 2009), local currency debt
     rating of Baa3, national scale debt rating of Aaa.ua and
     national scale deposit rating of Aa1.ua.

  -- UkrSibbank: Local currency deposit rating of Ba1, foreign
     currency deposit rating of B2 (placed on review for possible
     downgrade on 25 February 2009), foreign currency debt rating
     of Ba3 (placed on review for possible downgrade on 25
     February 2009) and NSR of Aa1.ua

  -- Ukrsotsbank: Local currency deposit rating of Ba1, foreign
     currency deposit rating of B2 (placed on review for possible
     downgrade on 25 February 2009), local currency debt rating of
     Baa3, foreign currency debt rating of Ba3 (placed on review
     for possible downgrade on 25 February 2009) and NSR of Aa1.ua

  -- VAB Bank: BFSR of E+, foreign currency deposit rating of B2
      (placed on review for possible downgrade on 25 February
     2009)

  -- Calyon Bank Ukraine: BFSR of D, foreign currency deposit
     rating of B2 (placed on review for possible downgrade on 25
     February 2009), NSR deposit rating Aa1.ua

The rating action is driven by the rating agency's concerns about
the potential impact of the enduring economic downturn in Ukraine
on these banks' asset quality and financial performance which is
likely to exert further negative pressure on the banks' capital
levels.

Moody's notes that although credit underwriting standards of these
banks have been satisfactory to date, the credit losses and loan
loss provision charges are likely to substantially increase going
forward.  This reflects the overall deterioration of the
operational and economic environment in Ukraine and the high
levels of concentration in the banks' loan books.  An additional
factor contributing to Moody's expectation of asset quality
deterioration is denomination of significant amounts of loans
(varies from 54% to 91%, depending on a bank) and liabilities
(varies from 65% to 92%, depending on a bank) of these banks in
foreign currencies, mainly in US dollars, where the notable
weakening of the Ukrainian hryvnia has materially impacted the
ability of these banks' borrowers to repay their foreign currency
loans, consequently leading to a substantial increase in non-
performing loans and loan loss provisioning charges by the
affected banks.

"Capitalization of Raiffeisenbank Aval, UkrSibbank, Ukrsotsbank
and OTP Bank Ukraine have historically been kept at a fairly
modest level, although in the past Moody's witnessed the
commitment of foreign parents -- main shareholders of these banks
-- to make regular capital injections, when necessary," said
Yaroslav Sovgyra, a Moscow-based Moody's Vice President -- Senior
Credit Officer and lead analyst on Ukrainian banks.  "Given the
increasingly tough operating conditions, the possible decline in
financial performance and the rapidly weakening asset quality
evidently necessitate strengthened capital cushion to absorb
potential unexpected losses."

Moody's explained that it has applied a number of scenarios (base-
case and stressed) to the banks' loan books and revealed that even
after taking into account already announced capital injections by
banks in 2009, their capital adequacy may rapidly decline as soon
as the overall asset quality deteriorates.  The rating agency
noted that the ratings review will focus on the banks' ability (i)
to maintain satisfactory financial fundamentals -- in particular
asset quality and liquidity -- against a background of worsening
economic scenarios and (ii) to raise new capital, when needed.
Moody's also noted that unless BFSRs of these banks are downgraded
by more than one notch, the deposit and debt ratings of these
banks would likely to remain unchanged.  Based on the current
information available and application of the stress testing,
Moody's does not expect a multiple notch downgrade of the BFSRs.

Moody's separately commented on the downgrade of Calyon Bank
Ukraine's local currency deposit rating to Ba2 from Ba1, which,
according to the rating agency, reflects a closer alignment of
this bank's supported ratings of Ba2 to the BFSR of its support
provider, Calyon Bank, which is currently rated at D level
(mapping to the BCA of Ba2), in the light of the increasing
dependence of Calyon Bank Ukraine on its parent both for funding
and for guaranteeing a large part of the bank's loan book.
Similar to other banks affected by this rating action, the
downgrade of Calyon Bank Ukraine also reflects the ongoing
negative pressure on the bank's asset quality in the light of
significant deterioration of operating environment in Ukraine.

The last rating actions for OTP Bank Ukraine, Raiffeisen Bank
Aval, UkrSibbank, Ukrsotsbank, VAB Bank and Calyon Bank Ukraine
was on February 25, 2009, when these banks' B2 long-term foreign
currency deposit ratings were placed on review for possible
downgrade following the a similar rating action on the sovereign
ceiling for foreign currency bank deposits for Ukraine.

Headquartered in Kiev, Ukraine, OTP Bank Ukraine's unaudited total
assets, as reported under IFRS, amounted to US$5.2 billion as of
the end of September 2008, and the net income was US$67.5 million
for the nine months ended 30 September 2008.

Headquartered in Kiev, Ukraine, Raiffeisenbank Aval reported IFRS
consolidated net income of US$151.5 million and total assets of
US$8.8 billion at the end of 2007.

Headquartered in Kiev, Ukraine, UkrSibbank reported IFRS total
assets of US$7.3 billion at year-end 2007.

Headquartered in Kiev, Ukraine, Ukrsotsbank reported IFRS total
assets of US$6.1 billion at year-end 2007.

Headquartered in Kiev, Ukraine, VAB Bank reported IFRS
consolidated total assets of US$1.3 billion as at June 30, 2008,
and the net income of US$2.82.8 million for the six months then
ended.

Headquartered in Kiev, Ukraine, Calyon Bank Ukraine reported total
assets of US$606 million at year-end 2007 and net income of US$21
million in accordance with Credit Agricole Group accounting
principles.


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


ADVANTAGE CELLULAR: Taps Administrators from Smith & Williamson
---------------------------------------------------------------
Mark G. Boughey and Colin A. Prescott of Smith & Williamson
(Bristol) LLP were appointed joint administrators of Advantage
Cellular Communications Ltd. on March 18, 2009.

The company can be reached through Smith & Williamson (Bristol)
LLP at:

         Portwall Place
         Portwall Lane
         Bristol
         BS1 6NA
         England


ALDERSHOT: Sold to Synergy Print Management; 8 Jobs Saved
---------------------------------------------------------
The Southampton office of business rescue, recovery and
restructuring specialist Begbies Traynor has secured the sale of
Aldershot-based print and direct mail company Lime PM less than a
month after substantial bad debts forced the family business into
administration.

Administrator Antony Fanshawe traded the business to complete work
in progress as the search for a buyer got under way.  The company
is now under the ownership of Midlands-based Synergy Print
Management whose purchase of the business and assets saved eight
jobs.

Antony Fanshawe explained: "Lime PM traded successfully for almost
two decades and had a turnover in excess of GBP4 million.  Its
impressive client list included major national and international
names and this, together with investment in wide range of cutting
edge technology, made the company an attractive proposition to
prospective purchasers.

"It's extremely sad when bad debt marks the end of an era for
renowned family businesses like Lime PM, but I am delighted that
we were able to secure a successful sale and that the new owner
has been able to retain eight of the original employees."


BRADFORD & BINGLEY: DBRS Cuts Rating on 2 Securities to 'B'
-----------------------------------------------------------
Dominion Bond Rating Service downgraded Bradford & Bingley plc's
Subordinated Note rating to B from BBB and Bradford & Bingley
Capital Funding, L.P.'s Perpetual Preferred Securities rating to B
(low) from BBB (low).  The trend on both ratings is Negative.  All
others ratings, which includes BBB (high) Deposit and Long-Term
Senior debt ratings, remain under review with Developing
implications where they were placed on September 29, 2008.

The rating action reflects DBRS's concerns that the recent passage
of the Bradford & Bingley plc Transfer of Securities and Property
etc. (Amendment) Order 2009 increases the probability that holders
of Bradford & Bingley's subordinated debt will not receive timely
payment of interest and principal when due and holders of
perpetual preferred securities are less likely to receive
scheduled distributions.  The 2009 Order clarifies that amounts of
principal and interest which would otherwise come due and payable
to holders of dated subordinated debt issued by Bradford & Bingley
may be deferred until the Company's debt to the Financial Services
Compensation Scheme has been repaid.  The decision whether to
defer payment or not remains a decision of the Board of Bradford &
Bingley.

DBRS acknowledges Bradford & Bingely's February 25, 2009
announcement of its intention to pay upcoming subordinated note
interest due on three subordinated note instruments.  However,
going forward DBRS believes that Bradford & Bingley may choose to
temporarily forgo principal and interest payments when due in
order to conserve capital to support the Company.

DBRS will continue to monitor statements and actions by Bradford &
Bingley's Board towards these instruments, providing comment and
may take further rating actions as warranted.  Furthermore, DBRS
continues to monitor the status of the guarantee arrangements put
in place by HM Treasury to safeguard certain wholesale borrowings,
and derivatives transactions of, and wholesale deposits with
Bradford and Bingley.  The Treasury has sought approval from the
European Commission to approve the continuation of the guarantee
arrangements.  The guarantee arrangements will remain in place
while the Commission considers the Treasury's request.  If
approved by the Commission, the guarantee arrangements will
continue until the wind-down of Bradford & Bingley is completed.
The extension of the guarantee could have a positive
rating impact on covered instruments.


BROOKLANDS EURO: S&P Corrects March 31 Media Release
----------------------------------------------------
Standard & Poor's Ratings Services corrected its credit ratings on
three European synthetic CDO tranches.

S&P has adjusted the rating on Salisbury International Investments
Ltd.'s series 2008-003 to 'BBB' from 'BB+/Watch Pos'.  Further,
S&P has adjusted the rating on Brooklands Euro Referenced Linked
Notes 2002-1 Ltd.'s class A notes to 'BBB+' from 'BBB+/Watch Neg'
and on its class C notes to 'CCC' from 'CCC-'.

The incorrect ratings were due a data entry error made on
March 31, 2009.

The rating actions were, however, correctly listed in a media
release S&P published on March 31 as part of S&P's regular
surveillance of European synthetic CDOs.  However, users of
RatingsDirect and other information sources who searched on these
three transactions would have found incorrect current ratings.

The current ratings are based on S&P's criteria for rating
synthetic CDOs.  As recently announced, however, these criteria
are under review.  As highlighted in this notice, S&P is
soliciting feedback from market participants regarding proposed
changes to S&P's collateralized loan obligation and CDO criteria.
S&P will evaluate the market feedback, which may result in changes
to the criteria.  Any such criteria changes, as well as other
credit factors, may have an impact on S&P's ratings on the notes
affected by the rating actions.


FRESHWAY FOODS: Taps Joint Administrators from BDO Stoy Hayward
---------------------------------------------------------------
J. M. Wright and C. K. Rayment of BDO Stoy Hayward LLP were
appointed joint administrators of Freshway Foods Ltd. on March 18,
2009.

The company can be reached through BDO Stoy Hayward LLP at:

         125 Colmore Row
         Birmingham
         B3 3SD
         England


GLASCON LIMITED: Claims Filing Deadline is April 28
---------------------------------------------------
Creditors of Glascon Limited and Vitralex Limited have until April
28 to file their proofs of claim to the companies' liquidators:

          Christopher Laughton
          Steven Leslie Smith
          Mercer & Hole
          76 Shoe Lane
          London EC4A 3JB


G B ENVIRONMENTAL: Appoints Administrators from Tenon Recovery
--------------------------------------------------------------
Patrick B. Ellward and Duncan Robert Beat of Tenon Recovery were
appointed joint administrators of G B Environmental Ltd. on March
23, 2009.

The company can be reached through Tenon Recovery at:

         The Poynt
         45 Wollaton Street
         Nottingham
         NG1 5FW
         England


HEALTH MANAGEMENT: Moody's Withdraws Rating on GBP75.8 Mil. Bonds
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the rating on the GBP75.8
million 7.181% guaranteed secured bonds due 2027 issued by Health
Management (Carlisle) plc and guaranteed by MBIA Assurance S.A.
Moody's has withdrawn this rating for business reasons.

The rating withdrawal reflects Moody's current policy to withdraw
ratings on MIBA--wrapped securities for which there is no
published underlying rating.  Should MBIA's rating subsequently
move back into the investment grade range or should HMC
subsequently publish the underlying rating, Moody's would
reinstate the rating.

The rating on the Bonds has been withdrawn.

The last rating action was on February 18, 2009, when the
insurance financial strength rating of MBIA was downgraded to B3
from Baa1.

HMC is a special purpose vehicle which on September 1997 entered
into an agreement with Carlisle Hospitals National Health Service
Trust pursuant to which HMC agreed to refurbish certain existing
hospital buildings and design and construct further hospital
buildings.  The agreement further grants HMC a concession to
operate and manage the Hospital for a period of 45 years with the
Trust having the right to terminate the concession after 30 years.


JH BIRTWISTLE: In Administration; Begbies Traynor Appointed
-----------------------------------------------------------
Lancashire textile manufacturers JH Birtwistle & Co Ltd has called
in Administrators with an unconfirmed number of job losses.

On April 1, 2009, Julian Pitts and David Wilson of leading
business rescue, recovery, and restructuring specialist, Begbies
Traynor, were appointed Joint Administrators to the GBP7 million
turnover company.

The firm employed 102 staff at its Grane Road Mill site in
Haslingden.  JH Birtwistle was established in 1882 and established
a strong reputation for weaving fabrics for use in the manufacture
of home furnishings.

Joint Administrator Julian Pitts of Begbies Traynor, said: "We are
confident that we will be able to sell the business as a going
concern, so safeguarding the remaining jobs at the mill.

"With its hundred year history, the firm is long-established and
well-respected within the industry.  The mill is a significant
size with 75 weaving looms and a GBP7 million turnover which we
believe will make it an attractive proposition for a potential
purchaser," he added.

The firm has been placed into administration following the failure
of sister company Stead McAlpin & Co Ltd in Carlisle, a textile
printers which was JH Birtwistle's main customer.

JH Birtwistle was sold by the John Lewis Partnership in 2007 and
became part of Apex Textiles Ltd.


SOUTHAMPTON LEISURE: Goes Into Administration; Begbies Appointed
----------------------------------------------------------------
The Times reports that Southampton Leisure Holdings, the owner of
Southampton Football Club, has gone into administration after it
failed to reach a deal with its bank over its debts.

According to the Daily Telegraph's Jeremy Wilson, the company's
net debt stood at GBP27.5 million, of which GBP4.5 million was an
overdraft from Barclays Bank.  The remaining GBP23 million is
essentially related to the loan on the building of St Mary's,
the Daily Telegraph says.

The Times recalls the company was unable to agree to an extension
of its overdraft with Barclays Bank last week.

Mark Fry and David Hudson, partners at accountancy firm Begbies
Traynor, were appointed as administrators of the business, the
Times relates.

Rupert Lowe, the executive chairman of the club's parent company,
resigned on Thursday, alongside directors Andrew Cowen and Michael
Wilde, the Times discloses.

The company, as cited by the Times, said the club is unaffected by
the insolvency proceedings.

The Times notes a buyer must be found before the summer or the
club itself may need to be put into administration.

Headquartered in Southampton, United Kingdom, Southampton Leisure
Holdings plc -- http://www.saintsfc.co.uk-- is a holding company
engaged in the operation of a professional football club.  Through
its subsidiaries, the Company is engaged in the provision of
football entertainment, issuer of loan notes, insurance services
and radio services.  In July 2007, the Company disposed of
Southampton Insurance Services Limited to Chorley Holdings
Limited.  Its subsidiaries include Southampton Football Club
Limited, St Mary's Stadium Limited, Southampton Mortgage &
Financial Centre Limited and Secure Retirement Limited.


STEAD MCALPIN: Placed Into Administration; 62 Jobs Affected
-----------------------------------------------------------
Stead McAlpin & Co Ltd, the 174 year old specialist textile
printers and dyers, was placed into administration on April 1,
2009.  Sixty-two of the 125 staff at the Cummersdale firm will be
made redundant.

Based at Cummersdale Print Works, the company was established in
1835.  It is renowned for printing, dyeing and finishing high
quality fabrics for clients globally.  Its fabrics are used in the
manufacture of home furnishings, including many top brand names in
interior design.

Julian Pitts and David Wilson of leading business rescue,
recovery, and restructuring specialist, Begbies Traynor , have
been appointed Joint Administrators to the company which had a
budgeted turnover of GBP11 million a year.

Julian Pitts of Begbies Traynor, said: "We are actively seeking a
sale of the business as a going concern which will safeguard the
remaining jobs.  The company has a long established reputation as
a market leader in the textile sector and is renowned for its high
quality products and excellent service.  In addition, Stead
McAlpin has some valuable assets including the freehold of its
200,000sq ft factory and state-of-the-art machinery," he added.

Stead McAlpin's modern factory offers flat and rotary screen
printing, digital printing, dyeing and specialist finishing.

The firm has been placed into administration as a result of
prolonged poor trading due to the difficult economic conditions.

Stead McAlpin was sold by the John Lewis Partnership in 2007and
became part of Apex Textiles Ltd.


TRICON ENGINEERING: Taps Administrators from Tenon Recovery
-----------------------------------------------------------
Dilip K. Dattani and Patrick B. Ellward of Tenon Recovery were
appointed joint administrators of Tricon Engineering Ltd. on
March 23, 2009.

The company can be reached through Tenon Recovery at:

         1 Bede Island Road
         Bede Island Business Park
         Leicester
         LE2 7EA
         England


VITRALEX LIMITED: Claims Filing Deadline is April 28
----------------------------------------------------
Creditors of Vitralex Limited and Glascon Limited have until
April 28 to file their proofs of claim to the companies'
liquidators:

          Christopher Laughton
          Steven Leslie Smith
          Mercer & Hole
          76 Shoe Lane
          London EC4A 3JB


* S&P Corrects Media Release on EU Financial Institutions
---------------------------------------------------------
In the original article published March 31, 2009, the list of
financial institions with hybrid securities should have included
UniCredit SpA and not UniCredit Banca SpA.  A corrected version
follows.

Standard & Poor's Ratings Services said it lowered its issue
ratings on the hybrid capital securities of over 60 European
financial institutions.

The rating actions followed S&P's review of ratings on the hybrid
instruments of financial institutions in Europe.  The downgrades
reflect S&P's assessment of the deteriorating financial prospects
for the European banking industry in the worsening economic
environment and S&P's view that European governments and the
European Commission over the medium term may be more willing than
previously to encourage or force banks to suspend payments on
hybrid securities to preserve cash and build capital.  S&P did not
change any of the issuer credit ratings on the banking groups that
issue these hybrid securities.

The financial institutions and the rating actions S&P has taken on
their hybrid capital securities are listed at the end of this
article.

             Financial Institutions And Subsidiaries

This list shows S&P's downgrades of hybrid capital securities, by
financial institution, and where relevant, including subsidiaries,
holding companies, or other group members with hybrid capital
instruments.

                                           To              From
                                           --              ----
Agence Francaise de Developpement          AA-             AA
Allied Irish Banks PLC                     BB+/Watch Neg
BBB/Watch Neg
Alpha Bank A.E.                            BB              BBB-
Argenta Spaarbank N.V.                     BB+             BBB-
Banca Agrileasing SpA                      BBB             BBB+
Banca Carige SpA                           BBB-            BBB
Banca Monte dei Paschi di Siena SpA        BBB             BBB+
Banca Popolare di Milano SCRL              BBB-            BBB
Banco Bilbao Vizcaya Argentaria, S.A.      A-              A+
Banco BPI S.A.                             BBB             BBB+
Banco Comercial Portugues, S.A.            BBB             BBB+
Banco de Sabadell S.A.                     BBB-            BBB+
Banco Espirito Santo, S.A.                 BBB             BBB+
Banco Popolare Societa Cooperativa SCRL    BB+             BBB-
Banco Popular Espanol, S.A.                BBB             A-
Banco Santander S.A.                       A-              A+
Banco Espanol de Credito, S.A.             A-              A+
Abbey National PLC                         A-              A+
Alliance & Leicester PLC                   A-              A+
Banco Santander Totta, S.A.                A-              A
Bank of Ireland                            BB+/Watch Neg
BBB/Watch Neg
Bankinter S.A.                             BBB-            BBB+
Barclays Bank PLC                          BBB+            A
BNP Paribas                                A               A+
Britannia Building Society                 BBB-/Watch Neg
BBB/Watch Neg
Caisse Nationale des Caisses d'Epargne
et de Prevoyance                           BBB+            A-
Natixis S.A.                               BBB             BBB+
Credit Foncier de France                   BBB             BBB+
Caixa Geral de Depositos S.A.              BBB+            A-
Caja de Ahorros y Monte de Piedad
de Madrid                                  BBB-            BBB+
Caja de Ahorros y Monte de Piedad
de Zaragoza, Aragon y Rioja (IBERCAJA)     BBB-            BBB+
Caja de Ahorros y Pensiones de Barcelona   BBB+            A
Credit Agricole S.A.                       A-              A
Credit Logement                            A               A+
Credit Mutuel Group
Compagnie Financiere du Credit Mutuel      BBB+            A-
Banque Federative du Credit Mutuel         BBB+            A-
Cofidis S.A.                               BBB             BBB+
Caisse Federale du Credit
Mutuel Nord Europe                         BBB+            A-
Credit Suisse                              BBB+            A-
Credit Suisse Group                        BBB             BBB+
Danske Bank A/S                            BBB             A-
Deutsche Bank AG                           BBB+            A-
Deutsche Bank Trust Corp.                  BBB             BBB+
Deutsche Postbank AG                       BB+             BBB
DnB NOR Bank ASA                           BBB+            A
DZ BANK AG Deutsche
Zentral-Genossenschaftsbank                BBB+            A-
EFG Eurobank Ergasias S.A.                 BB+             BBB
Eksportfinans ASA                          A               AA-
F. van Lanschot Bankiers N.V.              BBB             BBB+
HSBC Bank PLC                              A               A+
HSBC Holdings PLC                          A-              A
ING Bank N.V.                              BBB+            A
ING Groep N.V.                             BBB             A-
ING Verzekeringen N.V.                     BBB             A-
Intesa Sanpaolo SpA                        BBB+            A
Centro Leasing Banca SpA                   BBB-            BBB
Irish Life & Permanent PLC                 BB              BBB-
KBC Bank N.V.                              BB+             BBB
National Bank of Greece S.A.               BB              BBB-
Nationwide Building Society                BBB+            A-
NIBC Bank N.V.                             BB              BBB-
Nordea Bank AB                             A-              A
Piraeus Bank S.A.                          BB              BBB-
Pohjola Bank PLC                           A-              A
Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A.
(Rabobank Nederland)                       AA-             AA
Raiffeisen Zentralbank Oesterreich         BBB-            BBB+
SNS Bank N.V.                              BBB-            BBB+
SNS REAAL N.V.                             BB+             BBB
Societe Generale                           A-              A
Standard Chartered Bank                    BBB+            A-
  Standard Chartered PLC                   BBB             BBB+
Svenska Handelsbanken                      A-              A
Sveriges Bostadsfinansieringsaktiebolag,
SBAB (publ)                                BBB             A-
Swedish Export Credit Corp.                A               AA-
UBS AG                                     BBB-            BBB+
UniCredit SpA                              BBB             BBB+
  UniCredit Bank Austria AG                BBB             BBB+
  Bayerische Hypo- und Vereinsbank AG      BBB             BBB+
Unione di Banche Italiane Scpa             BBB             BBB+
Veneto Banca Holdings S.C.P.A.             BB+             BBB-
Yorkshire Building Society                 BBB             BBB+

       NB. This list does not include all ratings affected.


* FITCH: Credit Deterioration in EU Leveraged Auto Cos Accelerates
------------------------------------------------------------------
Fitch Ratings said the deterioration in the credit quality of most
European leveraged automotive companies as a result of drastically
falling new car sales has accelerated in 2009, with 50% of Fitch's
shadow rated portfolio now rated at 'CCC'* or below as of March
2009.  This compares to only 9% as at June 2008.

"Various leveraged auto companies have been overtaken by the sharp
market deterioration despite their efforts to restructure
operations", said Markus Leitner, Director in Fitch's European
Industrials team.  "Fitch expects that only businesses with
reasonable levels of financial flexibility and a competitive
product portfolio, including a more stable after-market exposure,
will survive the dramatic drop in vehicle production."

New vehicle sales have declined more severely and rapidly than
expected by the industry, driven by the prevailing economic
downturn.  Low consumer confidence and tight credit availability
have led to a drop of 20-30% in new car registrations in mature
markets since H208.  Car sales are expected to decline by more
than 15% in Europe in 2009 and are likely to continue falling in
2010, although to a much lesser extent.  Manufacturers and
suppliers also have to invest heavily in new technology to cope
with shifting trends such as that towards smaller, more fuel-
efficient and environmental-friendly cars.

"Performance shortfalls on aggressive growth plans have inevitably
forced a number of leveraged players into covenant breaches or
payment default despite their mostly back-ended debt.  Weakened
cash flow generation has made many debt profiles unsustainable in
the long-term", said Matthias Volkmer, Director in Fitch's
European Leveraged Finance team.  "The probability of additional
defaults in 2009 will increase dramatically as the deepening
recession continues to impact new car sales."

The credit deterioration in leveraged auto companies -- including
auto parts suppliers and auto related service providers -- over
the last nine months is illustrated in the high number of negative
rating actions during this period.  As of end-March 2009 72% of
credits in the European leveraged auto sector are shadow rated 'B-
*' (B minus) and below, including distressed and defaulted
borrowers, compared to 52% for Fitch's total shadow-rated
universe.  Moreover, half of Fitch's shadow-rated leveraged auto
credits are considered distressed or have already defaulted while
78% of the performing other half are either on Negative Outlook or
Rating Watch Negative, compared with only 30% for Fitch's entire
shadow-rated universe.

Access to liquidity sources will continue to be key in supporting
any turnaround plans and business restructurings.  Fitch also
expects that OEMs and stronger suppliers will provide support to
financially troubled but operationally sound companies through
more favorable payment terms and/or cash injections to avoid even
more costly disruptions to the supply chain.  At the same time,
Fitch believes that rising default rates will accelerate industry
consolidation, particularly in sub-sectors that are characterized
by a high level of fragmentation and overcapacity.


* BOND PRICING: For the Week March 30 to April 3, 2009
------------------------------------------------------
Issuer                    Coupon   Maturity   Currency   Price
------                    ------   --------   --------   -----

AUSTRIA
-------
Oester Volksbk            4.810   07/29/25     EUR       77.65

CYPRUS
------
Abh Financial Lt          8.200    06/25/12     USD      54.57
Alfa MTN invest           9.250    06/24/13     USD      52.21

FRANCE
------
Alcatel SA                4.750    01/01/11      EUR     13.17
Alcatel SA                6.380    04/07/14      EUR     58.73
Axa SA                    7.130    12/15/20      GBP     72.56
Axa SA                    8.600    12/15/30      USD     75.13
BNP Paribas               0.2500   12/20/14      USD     73.72
Calyon                    6.000    06/18/47      EUR     37.85
Soc Air France            2.750    04/01/20      EUR     19.38
Wavecom SA                1.750    01/01/14      EUR     30.76

GERMANY
-------
Bayer AG                 5.000     07/29/2105    EUR     69.17
Bayerische Lndbk         4.250     10/05/16      EUR     71.73
Bayerische Lndbk         4.500     02/07/19      EUR     66.72

GREECE
------
Antenna TV SA            7.250     02/15/15      EUR     54.50
Antenna TV SA            7.250     02/15/15      EUR     54.75

HUNGARY
-------
Agrokor                   7.000    11/23/11      EUR     66.17

IRELAND
-------
Aegon Global              3.250    12/09/10      EUR     80.97
Aegon Global              4.250    01/23/12      EUR     76.32
Alfa Bank                 8.630    12/09/15      USD     54.57
Alfa Bank                 8.640    02/22/17      USD     52.21
Allied Irish Bks          7.880    07/05/23      GBP     64.09
Allied Irish Bks          5.250    03/10/25      GBP     54.04
Allied Irish Bks          5.630    11/29/30      GBP     50.96
Ardagh Glass              7.130    06/15/17      EUR     64.88
Ardagh Glass              7.130    06/15/17      EUR     65.46
Banesto Finance           6.120    11/07/37      EUR      6.12
Bank Soyuz                9.380    02/16/10      USD     72.48

LUXEMBOURG
----------
Acergy SA                 2.250    10/11/13      USD     72.36
Ak Bars Bank              9.250    06/20/11      USD     63.92
Alrosa Finance            8.880    11/17/14      USD     68.71
Bank of Moscow            7.340    05/13/13      USD     66.03
Bank of Moscow            7.500    11/25/15      USD     54.12
Bank of Moscow            6.810    05/10/17      USD     43.37

Beverage Pack             8.000    12/15/16      EUR     73.00
Beverage Pack             8.000    12/15/16      EUR     73.29
Beverage Pack             9.500    06/15/17      EUR     47.00
Beverage Pack             9.500    06/15/17      EUR     47.13

NETHERLANDS
-----------
ABN Amro Bank NV          6.000    03/16/35      EUR     48.80
ABN Amro Bank NV          6.250    06/29/35      EUR     39.12
Achmea Hypobk             4.300    04/03/24      EUR     72.73
Achmea Hypobk             4.000    12/27/24      EUR     68.78
Aegon NV                  6.130    12/15/31      GBP     66.58
Air Berlin Finan          1.500    04/11/27      EUR     35.12
ALB Finance BV            9.750    02/14/11      GBP     22.48
ALB Finance BV            7.880    02/01/12      EUR     20.97
Alfa Bk Ukraine           9.750    12/22/09      USD     56.47
Allianz Finance           6.130    05/31/22      EUR     72.27
Allianz Finance           6.500    01/13/25      EUR     72.15
ASM Holding NV            5.750    06/13/17      EUR     63.25
ASM Intl NV               4.250    12/06/11      USD     70.00
Astana Finance            7.880    06/08/10      EUR     21.25
Astana Finance            9.000    11/16/11      USD     24.96
ATF Capital BV            9.250    02/21/14      USD     41.53
Bk Ned Gemeenten          0.500    06/27/18      CAD     71.90
Bk Ned Gemeenten          0.500    02/24/25      CAD     47.69
Hit Finance BV            4.880    10/27/21      EUR     70.23
JSC Bank Georgia          9.000    02/08/12      USD     39.84
Turanalem Fin BV          7.880    06/02/10      USD     32.48
Turanalem Fin BV          6.250    09/27/11      EUR     25.47
Turanalem Fin BV          7.750    04/25/13      USD     26.15
Turanalem Fin BV          8.000    03/24/14      USD     22.73
Turanalem Fin BV          8.500    02/10/15      USD     25.93
Turanalem Fin BV          8.250    01/22/37      USD     23.70
Turanalem Fin BV          8.250    01/22/37      USD     24.36

ROMANIA
-------
Bucharest                 4.130    06/22/15      EUR     49.83

SPAIN
-----
Ayt Cedulas Caja          3.750    12/14/22      EUR     79.35
Ayt Cedulas Caja          3.750    06/30/25      EUR     73.78
Banco Bilbao Viz          4.380    10/20/19      EUR     67.82

UNITED KINGDOM
--------------
Amlin Plc                 6.500    12/19/26      GBP     66.43
Anglian Wat Fin           2.400    04/20/35      GBP     49.45
Arsenal Sec               5.140    09/01/29      GBP     69.77
Ashtead Holdings          8.630    08/01/15      USD     56.38
Ashtead Holdings          8.630    08/01/15      USD     55.75
Aspire Defence            4.670    03/31/40      GBP     64.21
Aspire Defence            4.670    03/31/40      GBP     63.71
Aviva Plc                 5.250    10/02/23      EUR     42.74
Aviva Plc                 6.880    05/22/38      EUR     39.64
Aviva Plc                 6.880    05/22/58      EUR     53.02
Azovstal                  9.130    02/28/11      USD     32.45
Barclays Bk Plc           9.750    09/30/09      GBP     76.65
Barclays Bk Plc           6.000    01/23/18      EUR     71.43
Barclays Bk Plc           4.500    03/04/19      EUR     68.91
Barclays Bk Plc           5.750    09/14/26      GBP     68.64
Barclays Bk Plc           6.330    09/23/32      GBP     70.67
Bradford&Bin Bld          4.250    05/04/16      EUR     79.22
Bradford&Bin Bld          4.880    06/28/17      EUR     79.69
Bradford&Bin Bld          6.630    06/16/23      GBP     10.38
Bradford&Bin Bld          4.910    02/01/47      EUR     60.50
Brit Insurance            6.630    12/09/30      GBP     55.56
British Airways           8.750    08/23/16      GBP     73.20
British Land Co           5.260    09/24/35      GBP     71.70
British Land Co           5.260    09/24/35      GBP     70.61
British Tel Plc           5.750    12/07/28      GBP     73.13
British Tel Plc           6.380    06/23/37      GBP     72.98
Britannia Bldg            5.750    12/02/24      GBP     66.91
Britannia Bldg            5.880    03/28/33      GBP     61.18
Brixton Plc               6.000    12/30/10      GBP     70.06
Brixton Plc               5.250    10/21/15      GBP     33.04
Brixton Plc               6.000    09/30/19      GBP     44.53
Broadgate Finance         5.000    10/05/31      GBP     70.82
Broadgate Finance         5.100    04/05/33      GBP     62.98
Broadgate Finance         4.820    07/05/33      GBP     73.77
CGNU Plc                  6.130    11/16/26      GBP     51.55
Guardian Royal            6.630    08/21/23      GBP     95.92
Heating Finance           7.880    03/31/14      GBP     47.75

                            *********

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

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

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

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

                            *********


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

Troubled Company Reporter -- Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Valerie C. Udtuhan, Marites O. Claro, Rousel Elaine
C. Tumanda, Pius Xerxes V. Tovilla, Joy A. Agravante, Marie
Therese V. Profetana and Peter A. Chapman, Editors.

Copyright 2009.  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 * * *