TCREUR_Public/090617.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

           Wednesday, June 17, 2009, Vol. 10, No. 118

                            Headlines

A U S T R I A

ALOIS SCHALK-CONSULTING GMBH: Claims Filing Deadline is July 6
EHGARTNER GMBH: Creditors Must File Claims by July 8
HAGN & KUBALA OEG: Claims Filing Deadline is July 8
HANS STEURER: Creditors Have Until July 10 to File Claims
PARADIES IMMOBILIEN GMBH: Claims Filing Deadline is July 6


F R A N C E

THOMSON SA: Creditors Extend Waiver to July 24


G E R M A N Y

ARCANDOR AG: Investor Group Eyes Merger With Hertie
ARCANDOR AG: Mulls Insolvency Loan Application
ARCANDOR AG: Survey Says Majority of Germans Oppose State Aid
GETRAG GROUP: US Unit has Liquidating Plan in Detroit Court
HERTIE GMBH: Investor Group Eyes Merger With Arcandor's Karstadt

QIMONDA AG: Voluntary Chapter 15 Case Summary
UBS DEUTSCHLAND: Moody's Affirms 'D+' Bank Fin'l Strength Rating

* GERMANY: Expects to Receive More State Aid Requests


I R E L A N D

ARDAGH GLASS: S&P Assigns 'BB' Rating on EUR300 Mil. Senior Notes


I T A L Y

BERICA 6: S&P Affirms Rating on Class D Notes at 'B+'


K A Z A K H S T A N

ASTANA LIFT: Creditors Must File Claims by June 26
KARATAL KURYLYS: Creditors Must File Claims by June 26
KAZKOMMERTS DPR: S&P Withdraws 'B+' Ratings on 9 Classes of Notes
KAZTEMIRTRANS: Moody's Puts 'Ba1' Ratings on Review for Downgrade
NAZARET VK: Creditors Must File Claims by June 26

SERPIN BKT: Creditors Must File Claims by June 26
SMP DIANA: Creditors Must File Claims by June 26


K Y R G Y Z S T A N

NURDAN COMPANY: Creditors Must File Claims by July 10


N E T H E R L A N D S

CARLSON WAGONLIT: S&P Junks Long-Term Corporate Credit Rating
ECONCERN NV: Eneco Takes Over Core Operations After Bankruptcy


N O R W A Y

NEMI FORSIKRING: S&P Maintains 'BB' Insurer Fin'l Strength Rating


P O R T U G A L

PELICAN MORTGAGES: Fitch Assesses Impact of Reserve Fund Draw


R O M A N I A

* ROMANIA: Corporate Insolvencies Up 60.35% in January-May 2009


R U S S I A

BEL-ENERGO-MASH CJSC: Creditors Must File Claims by June 29
DAGESTAN REGIONAL: Creditors Must File Claims by June 29
INDUSTRIAL AND CONSTRUCTION: Creditors Must File Claims by June 29
KURSK-ENERGO-MASH LLC: Creditors Must File Claims by June 29
RSHB CAPITAL: Fitch Assigns 'D' Individual Rating

SEVERSTAL OAO: Sberbank Grants US$300 Mln Credit Facility
ZAPAD-STROY LLC: Creditors Must File Claims by June 29


S P A I N

CEMEX ESPANA: Fitch Puts 'B' IDR on Rating Watch Evolving
CIRCULO 1: Fitch Affirms 'BB-' Rating on Class D Notes
GAT ICO: Moody's Assigns 'P(C)' Ratings on Four Classes of Notes
GRANADA 1: Fitch Affirms 'BB-' Rating on Class D Notes
NAVARRA 1: Fitch Downgrades Rating on Class D Notes to 'B'

SA NOSTRA 1: Fitch Affirms Rating on Class D Notes at 'BB-'
VITAL 1: Fitch Affirms Rating on Class D Notes at 'BB-'

* Moody's Downgrades BFSRs on Three Spanish Banks to 'E+'


S W I T Z E R L A N D

ALCON CREDIT: Creditors Must File Claims by June 26
ELBA GMBH: Creditors Have Until June 25 to File Claims
H.U. DEUBELBEISS AG: Claims Filing Deadline is June 26
RIMMELE AG: Creditors Must File Claims by June 26
SCHWANSTEIN AG: Claims Filing Deadline is June 25

TIARA FLEURS: Claims Filing Deadline is June 25


U K R A I N E

AGRICULTURAL MEGA: Creditors Must File Claims by June 24
AGROPRODINVEST-R LLC: Creditors Must File Claims by June 24
ERA OJSC: Creditors Must File Claims by June 24
FREGAT LLC: Creditors Must File Claims by June 24
METAL-INVEST LLC: Creditors Must File Claims by June 24

TISA-FLOR LLC: Creditors Must File Claims by June 24
PKV TRADE: Creditors Must File Claims by June 24
UKRPOLIMPORT LLC: Creditors Must File Claims by June 24


U N I T E D   K I N G D O M

ARDANA PLC: Administrator Close to Securing Sale
CARLISLE CASTLE: S&P Assigns 'BB' Rating on Class D Notes
DAIRY FARMERS: Closes Blaydon Dairy; 290 Jobs Affected
LDV: John Caudwell Eyes Takeover Bid
LLOYDS BANKING: Set to Write Off GBP450 Mln Admiral Investment

PREMIUM BARS: Gets GBP48 Mln Takeover Bid From Reuben Brothers
PUNCH TAVERNS: Mulls GBP350 Million Placing to Ease Debt Burden
SIGNLEASE LTD: Creditors Approve CVA Proposal
WEST BROMWICH: Moody's Changes Outlook on 'E+' BFSR to Stable


                         *********


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


ALOIS SCHALK-CONSULTING GMBH: Claims Filing Deadline is July 6
--------------------------------------------------------------
Creditors of Alois Schalk-Consulting GmbH have until July 6, 2009,
to file their proofs of claim.

A court hearing for examination of the claims has been scheduled
for July 16, 2009 at 9:00 a.m.

For further information, contact the company's administrator:

         Dr. Guenther Viehboeck
         Bahnhofsplatz 1a/Stg.1/Top 5
         2340 Moedling
         Austria
         Tel: 02236/22 050
         Fax: 02236/49239
         E-mail: office@viehboeck.at


EHGARTNER GMBH: Creditors Must File Claims by July 8
----------------------------------------------------
Creditors of Ehgartner GmbH have until July 8, 2009, to file their
proofs of claim.

A court hearing for examination of the claims has been scheduled
for July 22, 2009 at 11:15 a.m., at:

         Land Court of Leoben
         Hall IV
         First Floor
         Leoben
         Austria

For further information, contact the company's administrator:

         Kreissl & Pichler& Walther Rechtsanwalte GmbH
         Rathausplatz 4
         8940 Liezen
         Austria
         Tel: 03612-22997
         Fax: 03612-22997-83
         E-mail: mag. karl.pichler@hkp1.at


HAGN & KUBALA OEG: Claims Filing Deadline is July 8
---------------------------------------------------
Creditors of Hagn & Kubala OEG have until July 8, 2009, to file
their proofs of claim.

A court hearing for examination of the claims has been scheduled
for July 22, 2009 at 10.15 a.m.

For further information, contact the company's administrator:

         Dr. Stefan Langer
         Oelzeltgasse 4
         1030 Vienna
         Austria
         Tel: 712 63 02, 713 61 92
         Fax: 713 61 92 22
         E-mail: kanzlei@kosesnik-langer.at


HANS STEURER: Creditors Have Until July 10 to File Claims
---------------------------------------------------------
Hans Steurer GMBH will convene a meeting of its creditors at 09.00
a.m. on July 24, 2009, at Land Court of Linz, hall 522/5th floor.

Creditors of Hans Steurer GmbH have until July 10, 2009, to file
their proofs of claim.

A court hearing for examination of the claims has been scheduled
July 24, 2009 at 9:00 a.m.

For further information, contact the company's administrator:

         Dr. iur. LL.M. Norbert Mooseder
         Stelzhamerstrasse 1
         4400 Steyr
         Austria
         Tel: +43 7252/42 4 24
         Fax: +43 7252/42 4 24 -24
         E-mail: lawfirm@gltp.at


PARADIES IMMOBILIEN GMBH: Claims Filing Deadline is July 6
----------------------------------------------------------
Creditors of Paradies Immobilien GmbH have until July 6, 2009, to
file their proofs of claim.

A court hearing for examination of the claims has been scheduled
for July 16, 2009 at 9:45 a.m.

For further information, contact the company's administrator:

         Dr. Romana Weber-Wilfert
         Bachgasse 10
         2340 Moedling
         Austria
         Tel: 02236/869 291
         Fax: 02236/869580
         E-mail: moedling@snwlaw.at


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


THOMSON SA: Creditors Extend Waiver to July 24
----------------------------------------------
Thomson SA provides an update on its balance sheet restructuring.
During the past six weeks, in-depth and constructive discussions
have taken place with Thomson's private placement noteholders and
lenders under the syndicated credit facility.

Following these discussions, the private placement noteholders and
lenders under the syndicated credit facility are now considering
the key terms of a restructuring proposal by Thomson.

The proposal contemplates a significant reduction of the group's
debt through a conversion of debt into equity, as well as the
ability for existing shareholders to participate in the
recapitalization of the company.  The terms of the proposal will
not be made public at this stage.

Consequently, Thomson and its senior creditors have decided to
extend the waivers in place to July 24, 2009.

On April 30, 2009, the Troubled Company Reporter-Europe, citing
Reuters, reported that the company obtained a waiver from its main
creditors until June 16 to restructure its debt.  Citing Frederic
Rose, Thomson's chief executive, Reuters disclosed the group's
senior creditors include some 20 banks and 30 bondholders, who
could have demanded the reimbursement of some EUR2.9 billion of
gross debt from April 30 following the covenant breach.

                      About Thomson SA

France-based Thomson SA -- http://www.thomson.net/-- provides
technology, services, and systems to Media & Entertainment (M&E)
clients, including content creators, content distributors and
broadcasters.  It has three principal operating divisions:
Services, Systems (previously Systems & Equipment) and Technology.
The remaining activities are regrouped in two additional segments:
Other and Corporate.  The Services Division offers end-to-end
management of video-related services for its customers in the M&E
industries.  Systems division plays a role in supplying hardware
and software technology for the M&E industries in the areas of
production, delivery, management, transmission, and access.
Technology division includes activities, such as corporate
research; Silicon Solutions: Integrated Circuit design and tuners,
and Software & Technology Solutions: video and audio security
solutions, and other technologies.  In December 2008, the Company
sold its digital film equipment product line.

                         *     *     *

As reported in the Troubled Company Reporter-Europe on May 21,
2009, Moody's Investors Service changed to Ca/LD from Ca the
Probability of Default Rating for Thomson S.A.  The outlook on the
ratings remains negative. This rating action follows Thomson's
failure to repay US$92.5 million private placements due on May 18,
2009 which in Moody's view constitutes a payment default.  This
non-payment is in line with the company's announcement made on
April 28, 2009 stating that it had obtained waivers from senior
creditors until June 16 to continue discussions on its balance
sheet restructuring and that it had agreed with its creditors to
defer the required pay down of its debt during the waiver period.


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


ARCANDOR AG: Investor Group Eyes Merger With Hertie
---------------------------------------------------
Marilyn Gerlach at Reuters reports that according to German daily
Frankfurter Allgemeine Zeitung, a group of investors is interested
in merging Hertie and parts of Arcandor's department store chain
Karstadt.

Reuters relates, citing the group's spokesman Rolf Schuchardt,
that Frankfurter Allgemeine Zeitung said the group comprises five
retail managers and a Chinese financial partner.

According to Reuters, a spokesman for Deutsche Bank confirmed it
had been asked to organize a meeting to discuss the merger concept
with U.K. financial investor Dawnay Day, owner of Hertie, and
Hertie's insolvency administrator.

                           Metro

On June 12, 2009, the Troubled Company Reporter-Europe, citing
BBC News, reported that Metro AG, Germany's biggest retail group,
is interested in acquiring the assets of Arcandor.  According to
BBC News, Metro plans to merge its Kaufhof chain of stores with
Arcandor's Karstadt and retain about 160 of the combined 200
department stores.  Bloomberg News said Metro wants to list the
combined company on the stock market.

                         Bankruptcy

On June 11, 2009, the Troubled Company Reporter-Europe, citing
Bloomberg News, reported that Arcandor filed for bankruptcy
protection after the German government turned down its request for
loan guarantees.  Bloomberg News related the district court in
Arcandor's home town of Essen named lawyer Klaus Hubert Goerg as
insolvency administrator.  German Chancellor Angela Merkel, as
cited by Bloomberg News, said Arcandor's collapse was
"unavoidable" after investors and banks offered too little to save
the retailer.  Bloomberg News disclosed Euro am Sonntag said that
the retailer won concessions worth about EUR750 million after
overnight talks with suppliers, creditors, landlords and
shareholders.  BBC News reported Arcandor said its bankruptcy
filing covered German retailer Karstadt and its mail-order
businesses.  However, it added Thomas Cook would "remain
unaffected", BBC News stated.

Bloomberg News recalled the government on June 8 rejected two
applications for help by Arcandor, which employs 43,000 people.
According to Bloomberg News, the retailer sought loan guarantees
of EUR650 million (US$904 million) from Germany's Economy Fund
program.  It also sought a further EUR437 million from a state-
owned bank, Bloomberg News noted.

                        About Arcandor AG

Germany-based Arcandor AG (FRA:ARO) -- http://www.arcandor.com/--
formerly KarstadtQuelle AG, is a tourism and retail group.  Its
three core business areas are tourism, mail order services and
department store retail.  The Company's business areas are covered
by its three operating segments: Thomas Cook, Primondo and
Karstadt.  Thomas Cook Group plc is a tour operator with
operations in Europe and North America, set up as a result of a
merger between MyTravel and Thomas Cook AG.  It also operates the
e-commerce platform, Thomas Cook, supporting travel services.
Primondo has a portfolio of European universal and specialty mail
order companies, including the core brand Quelle.  Karstadt
operates a range of department stores, such as cosmopolitan
stores, including KaDeWe (Kaufhaus des Westens), Karstadt
Oberpollinger and Alsterhaus; Karstadt brand department stores;
Karstadt sports department stores, offering sports goods in a
variety of retail outlets, and a portal, karstadt.de that offers
online shopping, among others.


ARCANDOR AG: Mulls Insolvency Loan Application
----------------------------------------------
Eva Kuehnen at Reuters reports that Arcandor AG will decide soon
whether it will apply for an insolvency loan.

Reuter relates a spokesman for Arcandor said the company was in
the process of making a decision on a potential insolvency loan,
the size and the banks.

The German Economy Ministry had said on Saturday that Arcandor
could still be granted aid from the state, Reuters discloses.  A
spokesman for the ministry, as cited by Reuters, said the retailer
could still apply for a so-called "Massekredit", a special kind of
loan that can be granted once insolvency proceedings have begun.

                      Bankruptcy

On June 11, 2009, the Troubled Company Reporter-Europe, citing
Bloomberg News, reported Arcandor filed for bankruptcy protection
after the German government turned down its request for loan
guarantees.  Bloomberg News related the district court in
Arcandor's home town of Essen named lawyer Klaus Hubert Goerg as
insolvency administrator.  German Chancellor Angela Merkel, as
cited by Bloomberg News, said Arcandor's collapse was
"unavoidable" after investors and banks offered too little to save
the retailer.  Bloomberg News disclosed Euro am Sonntag said that
the retailer won concessions worth about EUR750 million after
overnight talks with suppliers, creditors, landlords and
shareholders.  BBC News reported Arcandor said its bankruptcy
filing covered German retailer Karstadt and its mail-order
businesses.  However, it added Thomas Cook would "remain
unaffected", BBC News stated.

Bloomberg News recalled the government on June 8 rejected two
applications for help by Arcandor, which employs 43,000 people.
According to Bloomberg News, the retailer sought loan guarantees
of EUR650 million (US$904 million) from Germany's Economy Fund
program.  It also sought a further EUR437 million from a state-
owned bank, Bloomberg News noted.

                        About Arcandor AG

Germany-based Arcandor AG (FRA:ARO) -- http://www.arcandor.com/--
formerly KarstadtQuelle AG, is a tourism and retail group.  Its
three core business areas are tourism, mail order services and
department store retail.  The Company's business areas are covered
by its three operating segments: Thomas Cook, Primondo and
Karstadt.  Thomas Cook Group plc is a tour operator with
operations in Europe and North America, set up as a result of a
merger between MyTravel and Thomas Cook AG.  It also operates the
e-commerce platform, Thomas Cook, supporting travel services.
Primondo has a portfolio of European universal and specialty mail
order companies, including the core brand Quelle.  Karstadt
operates a range of department stores, such as cosmopolitan
stores, including KaDeWe (Kaufhaus des Westens), Karstadt
Oberpollinger and Alsterhaus; Karstadt brand department stores;
Karstadt sports department stores, offering sports goods in a
variety of retail outlets, and a portal, karstadt.de that offers
online shopping, among others.


ARCANDOR AG: Survey Says Majority of Germans Oppose State Aid
-------------------------------------------------------------
Patrick Donahue at Bloomberg News reports that according to an FG
Wahlen survey for ZDF television released Friday, a majority of
Germans oppose state aid for Arcandor AG.

According Bloomberg News, 77 percent of respondents said they
oppose assistance for Arcandor, while just 18 percent of the 1,343
polled said they backed state aid.

Bloomberg News relates Chancellor Angela Merkel signaled that her
government's rescue of General Motors Corp.'s Opel unit won't be
repeated.  Opel "was a very special situation that, in my view,
won't happen a second time," Bloomberg News quoted Ms. Merkel as
saying in an interview on Thursday on ZDF television.  "At least,
I don't see such a case."

                        Bankruptcy

On June 11, 2009, the Troubled Company Reporter-Europe, citing
Bloomberg News, reported Arcandor filed for bankruptcy protection
after the German government turned down its request for loan
guarantees.  Bloomberg News related the district court in
Arcandor's home town of Essen named lawyer Klaus Hubert Goerg as
insolvency administrator.  German Chancellor Angela Merkel, as
cited by Bloomberg News, said Arcandor's collapse was
"unavoidable" after investors and banks offered too little to save
the retailer.  Bloomberg News disclosed Euro am Sonntag said that
the retailer won concessions worth about EUR750 million after
overnight talks with suppliers, creditors, landlords and
shareholders.  BBC News reported Arcandor said its bankruptcy
filing covered German retailer Karstadt and its mail-order
businesses.  However, it added Thomas Cook would "remain
unaffected", BBC News stated.

Bloomberg News recalled the government on June 8 rejected two
applications for help by Arcandor, which employs 43,000 people.
According to Bloomberg News, the retailer sought loan guarantees
of EUR650 million (US$904 million) from Germany's Economy Fund
program.  It also sought a further EUR437 million from a state-
owned bank, Bloomberg News noted.

                        About Arcandor AG

Germany-based Arcandor AG (FRA:ARO) -- http://www.arcandor.com/--
formerly KarstadtQuelle AG, is a tourism and retail group.  Its
three core business areas are tourism, mail order services and
department store retail.  The Company's business areas are covered
by its three operating segments: Thomas Cook, Primondo and
Karstadt.  Thomas Cook Group plc is a tour operator with
operations in Europe and North America, set up as a result of a
merger between MyTravel and Thomas Cook AG.  It also operates the
e-commerce platform, Thomas Cook, supporting travel services.
Primondo has a portfolio of European universal and specialty mail
order companies, including the core brand Quelle.  Karstadt
operates a range of department stores, such as cosmopolitan
stores, including KaDeWe (Kaufhaus des Westens), Karstadt
Oberpollinger and Alsterhaus; Karstadt brand department stores;
Karstadt sports department stores, offering sports goods in a
variety of retail outlets, and a portal, karstadt.de that offers
online shopping, among others.


GETRAG GROUP: US Unit has Liquidating Plan in Detroit Court
----------------------------------------------------------
According to Bloomberg's Bill Rochelle, the U.S. Bankruptcy Court
for the Eastern District of Michigan will convene a hearing on
August 4 to consider confirmation of the liquidating Chapter 11
plan and approval for the explanatory disclosure statement filed
by the U.S. unit of Getrag Group.

According to the report, the disclosure statement explaining the
Liquidating Plan filed by Getrag Transmission Manufacturing LLC
says unsecured creditors don't stand to see anything aside from
recovery from lawsuits.  Getrag listed unsecured creditors with
claims totaling US$483 million.

Getrag Transmission asserts claims against Chrysler, but any
recovery from the automaker is doubtful, Bill Rochelle says.
Getrag sued Chrysler LLC in a dispute over a dual clutch
transmission plant the two companies were building in Tipton,
Indiana.

Prepetition, Getrag Transmission and Chrysler agreed to the
construction of a US$530 million dual clutch transmission plant in
Tipton County, Indiana.  According to Bloomberg, Chrysler agreed
to reimburse Getrag US$305 million and agreed that the plant would
be sole source for the product until 2020.  Chrysler, however,
later sued Getrag Transmission in the state court of Michigan,
claiming that the Company couldn't secure the needed financing,
and the Company abandoned the project before it filed for
bankruptcy.  Getrag, in response, filed for Chapter 11 and sued
Chrysler in bankruptcy court.  The bankruptcy court has been
automatically stayed by Chrysler's own Chapter 11 filing.

The Getrag Transmission has a pending agreement to sell its real
property to the secured lenders in exchange for a US$13 million
reduction in debt.

                    About GETRAG Group

Based in Untergruppenbach, Germany, GETRAG Corporate Group is an
independent automotive transmission manufacturer with 12,400
employees at 23 locations worldwide.

GETRAG Transmission Manufacturing LLC is a unit of Germany's
Getrag Group.

Headquartered in Sterling Heights, Michigan, GETRAG Transmission
-- http://www.getrag.de/-- designs and makes dual clutch
transmission its facility in Tipton, Indiana.  The company
filed for Chapter 11 relief on November 17, 2008 (Bankr.
E.D. Mich. Case No. 08-68112).  Jayson Ruff, Esq., Jeffrey S.
Grasl, Esq., and Stephen M. Gross, Esq., at McDonald Hopkins,
represent the Debtor as counsel.  In its schedules, the Debtor
listed total assets of US$690,071,505 and total debts of
US$582,208,616.


HERTIE GMBH: Investor Group Eyes Merger With Arcandor's Karstadt
----------------------------------------------------------------
Marilyn Gerlach at Reuters reports that according to German daily
Frankfurter Allgemeine Zeitung, a group of investors is interested
in merging Hertie and parts of Arcandor's department store chain
Karstadt.

Reuters relates, citing the group's spokesman Rolf Schuchardt,
that Frankfurter Allgemeine Zeitung said the group comprises five
retail managers and a Chinese financial partner.

According to Reuters, a spokesman for Deutsche Bank confirmed it
had been asked by mayors of the cities where Hertie stores are
located to organize a meeting to discuss the merger concept with
U.K. financial investor Dawnay Day, owner of Hertie, and Hertie's
insolvency administrator.

As reported in the Troubled Company Reporter-Europe on Aug. 6,
2008, Hertie filed for commencement of insolvency proceedings at
the District Court of Essen on July 31, 2008.  The court appointed
Biner Baehr of White & Case LLP as preliminary insolvency
administrator for Hertie.  According to Bloomberg News, Hertie
filed for insolvency after its debt-restructuring talks failed.

Based in Essen, Germany, Hertie GmbH -- http://www.hertie.de/--
operates 73 department stores and employs 4,100 people.  Hertie
posted EUR30 million in losses on EUR540 million in sales for
financial year 2007.


QIMONDA AG: Voluntary Chapter 15 Case Summary
---------------------------------------------
Chapter 15 Petitioner: Michael Jaffe
                      as insolvency administrator

Chapter 15 Debtor: Qimonda AG
                  Gustav-Heinermann-Ring 212, 81739
                  Munich, GE 22314

Chapter 15 Case No.: 09-14766

Type of Business: The Debtor sells memory products for the channel
                 and retail markets.  Its customers included
                 Hewlett-Packard and Dell, with more than three-
                 quarters of the Debtor's sales in the
                 Asia/Pacific and North American markets.
                 Infineon Technologies owns around 77% of the
                 Debtor.

                 As reported in the Troubled Company Reporter on
                 Feb. 25, 2009, Qimonda Richmond LLC and Qimonda
                 North America Corp. sought Chapter 11 protection
                 from their creditors in the U.S. Bankruptcy
                 Court for the District of Delaware (Lead Case
                 No. 09-10589).  Richards Layton & Finger PA
                 represents these units.

                 See http://www.qimonda.com/

Chapter 15 Petition Date: June 15, 2009

Court: Eastern District of Virginia (Alexandria)

Chapter 15 Petitioner's Counsel: Jeff A. Showalter, Esq.
                                Morrison & Foerster, LLP
                                2000 Pennsylvania Ave., N.W.
                                Suite 6000
                                Washington, DC 20006-1888
                                Tel: (202) 887-1500
                                Fax: (202) 887-0763

Estimated Assets: More than US$1 billion

Estimated Debts: More than US$1 billion


UBS DEUTSCHLAND: Moody's Affirms 'D+' Bank Fin'l Strength Rating
----------------------------------------------------------------
Moody's Investors Service placed the long-term debt and deposit
ratings of UBS Deutschland AG (A1) on review for downgrade.  The
bank financial strength rating for UBS Deutschland AG of D+
translating into a baseline credit assessment of Baa3 and the
Prime-1 rating on the short-term obligations were affirmed.

The rating action follows Moody's review for downgrade of UBS AG's
long term and deposit ratings of Aa2 and its BFSR of B-, UBS
Deutschland AG's immediate parent bank with a 100% controlling
stake.  Moody's assessment of a high probability of support from
the parent to its subsidiary in the event of need means that UBS
Deutschland AG's deposit ratings incorporate 5 notches uplift from
its Baa3 baseline credit assessment (which maps directly from its
D+ BFSR).

Moody's previous rating action on UBS Deutschland was on
July 4, 2008, when the bank's long-term debt and deposit ratings
were downgraded to A1 from Aa3.

Based in Frankfurt, Germany, UBS Deutschland AG reported total
assets of EUR39.7 billion at the end of the year 2008.


* GERMANY: Expects to Receive More State Aid Requests
-----------------------------------------------------
Dave Graham at Reuters reports that according to German Economy
Minister Karl-Theodor zu Guttenberg the country is likely to
receive more applications for state aid in coming months
following requests from carmaker Opel and retailer Arcandor.

Reuters relates that in an interview with German business daily
Handelsblatt, Mr. Guttenberg said  "In this crisis, more firms
will become insolvent or will disappear from the market."

According to Reuters, so far there had been more than 1,300
applications for aid Mr. Guttenberg said, noting that of EUR115
billion (US$161.8 billion) in government fund set up to help
troubled firms, only EUR5 billion had so far been taken up so far.


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


ARDAGH GLASS: S&P Assigns 'BB' Rating on EUR300 Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB' issue
rating to the proposed EUR300 million senior secured notes due
2016, issued by Ardagh Glass Finance PLC.  Ardagh Glass Finance is
the finance subsidiary of Ireland-based glass producer Ardagh
Glass Group PLC (B+/Stable/--).  The bonds are guaranteed by
Ardagh Glass Holdings Ltd.  The recovery rating on these bonds is
'1', indicating S&P's expectation of very high (90%-100%) recovery
in the event of a payment default.  While S&P believes that some
value may flow to these instruments in the event of a payment
default, S&P does not expect this to exceed 10%, under S&P's
assumptions.

The issue rating on the proposed bonds is two notches above the
corporate credit rating on Ardagh Glass Group, and the bonds rank
equally with the group's existing bank debt.

The proposed notes have a reasonably comprehensive security
package.  Furthermore, S&P expects the proposed notes to benefit
from security of more than 75% of the group's assets and to have
share pledge security and guarantees from the parent company and
various subsidiaries.  The revolving credit facilities, other
senior secured term debt, and senior secured notes all have first-
ranking security and rank equally.  The proposed notes are being
issued in order to repay the group's EUR150 million of senior bank
debt.  Ardagh Glass plans to use the remainder to repay the
existing drawings under its RCF.

Ardagh Glass' senior bonds are unsecured and comprise senior
subordinated subsidiary guarantees and unsecured parent
guarantees.  The group's 10.75% EUR125 million payment-in-kind
subordinated notes due 2015 are unsecured, not guaranteed, and are
also structurally subordinated to other facilities.

                        Recovery Analysis

S&P has revised itss valuation methodology to a full going-concern
basis from part going-concern, part liquidation valuation.
However, S&P believes that some inefficient plants could be closed
down or sold on a stand-alone basis prior to a default.  In S&P's
view, the business has been able to achieve substantial synergies
following the acquisition of Rexam's glass business in June 2007
and is now in a better competitive position than previously.
Therefore, S&P believes that in the case of a hypothetical
default, any potential buyer would be interested in purchasing the
business as a whole and retaining its customers.

The rating on the new notes is based on preliminary information
and is subject to S&P's satisfactory review of the final
documentation.  In the event of any changes to the amount or terms
of the bond, the recovery and issue ratings will be subject to
further review.

For full details of S&P's recovery analysis, see article titled
"Ardagh Glass Group PLC's Recovery Rating Profile," to be
published shortly on RatingsDirect.

                          Ratings List

                           New Rating

                    Ardagh Glass Finance PLC

            Senior Secured Debt*                   BB
             Recovery Rating                       1

                         Ratings Affirmed

                     Ardagh Glass Finance PLC

            Senior Unsecured Debt*                  B-
             Recovery Rating                        6

                      Ardagh Glass Group PLC

            Subordinated Debt                       B-
             Recovery Rating                        6

             * Guaranteed by Ardagh Glass Holdings Ltd.


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


BERICA 6: S&P Affirms Rating on Class D Notes at 'B+'
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed all the ratings on the
notes issued by Berica Residential MBS 1 S.r.l., Berica 5
Residential MBS S.r.l., and Berica 6 Residential MBS S.r.l.

The affirmations reflect the current portfolio characteristics,
the performance recorded so far, and the conservative structural
mechanisms in place.

On the most recent interest payment date, all three transactions
showed a reduction in absolute arrears.  Berica 5 Residential MBS
drew under its cash reserve for the first time, and it is now
EUR8.2 million, 20% lower than its target level of
EUR10.3 million.  After nine consecutive draws, Berica 6
Residential MBS has partially replenished its cash reserve by
EUR1.6 million to EUR5.3 million (71.3% lower than its target
amount of EUR18.5 million, and 51.5% lower than the closing level
of EUR11.4 million).

These drawings were all made to cover defaulted and delinquent
loans.  All of the Berica transactions feature a structural
mechanism that traps excess spread to cover 100% of the balance of
defaulted mortgages, and 15% of the balance of delinquent loans.
As a result of excess spread trapping and the drawings under the
cash reserve, the balance of the notes in all the transactions is
now lower than the collateral balance, and as such, all three
deals are overcollateralized.

Following the deleveraging of each transaction there has been an
improvement in several factors, i.e., the weighted-average loan-
to-value ratio, and the available credit enhancement.

According to the most recent investor reports, the pool factor and
WALTV ratios are:

  -- Berica Residential MBS 1: A pool factor of 48% and WALTV
     ratio of 49%, down from 67%;

  -- Berica 5 Residential MBS: A pool factor of 62% and WALTV
     ratio of 57%, down from 67%; and

  -- Berica 6 Residential MBS: A pool factor of 70% and WALTV
     ratio of 61%, down from 64%.

S&P considers it likely that the collateral data will benefit
further from the current low interest rate environment over the
next few quarters, considering that the three portfolios are
mainly backed by floating-rate mortgages and modular loans.

                           Ratings List

                         Ratings Affirmed

                  Berica Residential MBS 1 S.r.l.
      EUR588.48 Million Residential Backed Floating-Rate Notes

                       Class        Rating
                       -----        ------
                       A            AAA
                       B            A
                       C            BBB

                 Berica 5 Residential MBS S.r.l.
     EUR675.88 million Residential Backed Floating-Rate Notes

                       Class        Rating
                       -----        ------
                       A            AAA
                       B            A
                       C            BBB

                 Berica 6 Residential MBS S.r.l.
    EUR1,440.81 million Residential Backed Floating-Rate Notes

                       Class        Rating
                       -----        ------
                       A2          AAA
                       B           A+
                       C           BBB+
                       D           B+


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


ASTANA LIFT: Creditors Must File Claims by June 26
--------------------------------------------------
Creditors of LLP Astana Lift have until June 26, 2009, to submit
proofs of claim to:

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

The Specialized Inter-Regional Economic Court of Almaty commenced
bankruptcy proceedings against the company on April 9, 2009.


KARATAL KURYLYS: Creditors Must File Claims by June 26
------------------------------------------------------
Creditors of LLP Karatal Kurylys have until June 26, 2009, to
submit proofs of claim to:

         Tereshkov Str. 10
         Otenai
         Taldykorgan
         Almaty
         Kazakhstan
         Tel: 8 (7282) 22-90-39, 8 701 362 50-46

The Specialized Inter-Regional Economic Court of Almaty commenced
bankruptcy proceedings against the company on Nov. 25, 2008, after
finding it insolvent.

The Court is located at:

         The Specialized Inter-Regional
         Economic Court of Almaty
         Tauelsyzdyk Str. 53
         Taldykorgan
         Almaty
         Kazakhstan


KAZKOMMERTS DPR: S&P Withdraws 'B+' Ratings on 9 Classes of Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on all of
the note series issued through Kazkommerts DPR Co.,
Kazkommertsbank JSC's future flow diversified payment rights
securitization.

These rating actions reflect the prepayment of the notes'
obligations in full before their maturity date, as indicated in
the documentation that Standard & Poor's received from Bank of New
York Mellon (the trustee).

The program's debt service coverage ratio had weakened as a result
of the global economic downturn's negative impact on the price of
and demand for Kazakhstan's mineral- or petroleum-based exports.
The DPR program's historically high industry and customer
concentrations significantly reduced the program's DPR flows and
DSCR.

                        Ratings Withdrawn

                       Kazkommerts DPR Co.

                    Rating                  Amount (mil. US$)
                    ------                  -----------------
Series           To      From             To              From
------           --      ----             --              ----
2005-A           NR      A                0.0             200.0
2005-A*          NR      B+
2005-B           NR      B+               0.0             50.0
2006-A           NR      B+               0.0             100.0
2006-A*          NR      B+
2006-B           NR      A                0.0             100.0
2006-B*          NR      B+
2007-A           NR      B+               0.0             150.0
2007-A*          NR      B+
2007-B           NR      BBB              0.0             250.0
2007-B*          NR      B+
2007-C           NR      AAA              0.0             100.0
2007-C*          NR      B+

  * S&P assessed the underlying rating without the benefit of an
    insurance policy.

  NR — Not rated.


KAZTEMIRTRANS: Moody's Puts 'Ba1' Ratings on Review for Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of eleven corporate
government-owned issuers on review for possible downgrade.  The
review was prompted by concerns, following recent defaults in the
banking sector, that over time the government may become more
selective in its allocation of support to its government-owned
corporate holdings where the need for future substantial capital
investments is anticipated.

In its review, Moody's will therefore focus on the very high
government support assumptions that are incorporated in the
ratings, as well as the assumed levels of interdependence for each
name with the State (Government sovereign ratings FC/LC
Baa2/Negative).  Out of the 11 corporate ratings, Moody's remains
comfortable with the underlying credit quality of the individual
businesses as designated by the respective baseline credit
assessments, with the exception of KEGOC and Food Contract
Corporation where Moody's has decided to review simultaneously
their standalone creditworthiness as well as the support and
dependence assumptions.

Moody's notes that a similar review is already underway with
respect to the issuer and deposit ratings of five government-owned
Kazakh financial institutions.  The factors being considered as
part of the financial institution GRI support review include: (i)
the size of the financial system in relation to the government's
resources; (ii) the level of stress in the financial system; (iii)
the foreign currency obligations of the financial system relative
to the government's own foreign exchange resources; and (iv)
whether any changes to the government's political patterns and
priorities ultimately impact Moody's assessment.  Any conclusions
reached as part of the assessments of those factors will also help
to inform Moody's views on whether support assumptions for the
corporate GRIs may need to also be modified.

In the case of KEGOC, Moody's review of the company's standalone
creditworthiness will also focus on an increasing risk that KEGOC
may see its financial metrics deteriorate materially beyond the
levels seen as commensurate for the current BCA (namely,
Debt/EBITDA at below 5x and FFO/Net Debt in the low to mid-teens)
given the reduced electricity consumption and revenue expectations
for 2009 and beyond on top of KEGOC's increased debt burden
following the February 2009 devaluation of the Kazakh tenge.  This
would further erode headroom under the financial covenants agreed
by KEGOC under its bank agreements.  Moody's reassessment of
KEGOC's BCA, which may potentially be lowered by more than one
notch, will include (i) the degree of the likely deterioration of
KEGOC's financial profile in 2009; (ii) the company's ability to
remain in compliance with its covenants or negotiate with its bank
creditors a relaxation of covenant levels; and (iii) KEGOC's
access to cash injections from the government that could mitigate
the deterioration in its financial profile caused by the weaker
operating performance.

In the case of FCC, Moody's review of the company's standalone
creditworthiness was primarily prompted by the increase in the
level of total debt reported in the first quarter of 2009, mainly
as a result of the devaluation of the Kazakh tenge compared to the
dollar and by the subsequent reduction in the headroom within the
financial covenants existing on its foreign debt.  Moody's expects
this headroom to decrease further in the second quarter.
Therefore, Moody's review will focus on: (i) the expected headroom
within the company's financial covenants over the next few
quarters; (ii) the degree of government's support in rebuilding
sufficient headroom under the covenants which could be factored in
the company's rating; and (iii) the company's overall projected
financial performance in light of the planned investments and
available capital resources.

Moody's expects to conclude the review over the next few weeks.
Moody's generally anticipates only a moderate adjustment of
support assumptions, that the level of support should generally
remain relatively high and therefore does not expect multi-notch
downgrades -- other than possibly in the case of KEGOC as noted
above -- unless there is a material change in Moody's current
support assumptions as part of the review.

A list of the institutions affected by Moody's rating actions
follows:

KazMunaiGas NC

  -- The Baa2 ratings placed on review for possible downgrade

Kaztransgas

  -- The Baa2 ratings placed on review for possible downgrade

Intergas Central Asia

  -- The Baa2 ratings placed on review for possible downgrade

Kaztransoil

  -- The Baa2 ratings placed on review for possible downgrade

KazMunayGas E&P

  -- The Baa2 ratings placed on review for possible downgrade

Food Contract Corporation

  -- The Baa3 ratings placed on review for possible downgrade

Kazakhstan Temir Zholy

  -- The Baa2 ratings placed on review for possible downgrade

Kazakhstan Electricity Grid Operating Company

  -- The Baa2 ratings placed on review for possible downgrade

Kazpost

  -- The Baa3 issuer rating and the Aa3.kz National Scale Rating
     placed on review for possible downgrade

Kaztemirtrans

  -- The Ba1 ratings placed on review for possible downgrade

Kazatomprom

  -- The Baa3 ratings placed on review for possible downgrade

The last rating action on most of these issuers was on May 13,
2009 following the downgrade of Local Currency rating of the
Government of Kazakhstan to Baa2 from Baa1 on May 12, 2009 and the
change of its outlook to negative from stable:

  -- The ratings of KazMunaiGas NC, Kaztransgas, Intergas Central
     Asia and Kaztransoil were downgraded to Baa2 from Baa1 with
     their outlooks changed to negative from stable;

  -- The rating of KazMunayGas E&P was left unchanged at Baa2 but
     the outlook was changed to negative from stable;

  -- The rating of Food Contract Corporation was downgraded
     to Baa3 from Baa2 with the outlook changed to negative;

  -- The ratings of Kazakhstan Temir Zholy at Baa2,
     Kazakhstan Electricity Grid Operating Company at Baa2 and
     Kazpost at Baa3 were not affected but the outlooks were
     changed to negative from stable;

  -- The ratings of Kaztemirtrans at Ba1 and Kazatomprom at Baa3
     were assessed but considered not to have been affected by the
     action following the sovereign rating decision.

The last rating action on Kaztemirtrans was a downgrade to Ba1 on
April 27, 2009, while the rating of Kazatomprom was affirmed on
December 24, 2007 after an upgrade of the BCA.


NAZARET VK: Creditors Must File Claims by June 26
-------------------------------------------------
Creditors of LLP Nazaret VK have until June 26, 2009, to submit
proofs of claim to:

         Kazakhstan Str. 78-27
         Ust-Kamenogorsk
         East Kazakhstan
         Kazakhstan

The Specialized Inter-Regional Economic Court of East Kazakhstan
commenced bankruptcy proceedings against the company on March 27,
2009, after finding it insolvent.

The Court is located at:

         The Specialized Inter-Regional
         Economic Court of East Kazakhstan
         Bajov Str. 2
         070000 Ust-Kamenogorsk
         East Kazakhstan
         Kazakhstan


SERPIN BKT: Creditors Must File Claims by June 26
-------------------------------------------------
Creditors of LLP Serpin BKT have until June 26, 2009, to submit
proofs of claim to:

         Tereshkov Str. 10
         Otenai
         Taldykorgan
         Almaty
         Kazakhstan
         Tel: 8 (7282) 22-90-39, 8 701 362 50-46

The Specialized Inter-Regional Economic Court of Almaty commenced
bankruptcy proceedings against the company on Dec. 19, 2008, after
finding it insolvent.

The Court is located at:

         The Specialized Inter-Regional
         Economic Court of Almaty
         Tauelsyzdyk Str. 53
         Taldykorgan
         Almaty
         Kazakhstan


SMP DIANA: Creditors Must File Claims by June 26
------------------------------------------------
Creditors of LLP SMP Diana have until June 26, 2009 to submit
proofs of claim to:

         Voroshilov Str. 4-11
         Ust-Kamenogorsk
         East Kazakhstan
         Kazakhstan
         Tel: 8 (7232) 55-55-48

The Specialized Inter-Regional Economic Court of East Kazakhstan
commenced bankruptcy proceedings against the company on March 20,
2009, after finding it insolvent.

The Court is located at:

         The Specialized Inter-Regional
         Economic Court of East Kazakhstan
         Bajov Str. 2
         070000 Ust-Kamenogorsk
         East Kazakhstan
         Kazakhstan


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


NURDAN COMPANY: Creditors Must File Claims by July 10
-----------------------------------------------------
LLC Nurdan Company is currently undergoing liquidation.  Creditors
have until July 10, 2009, to submit proofs of claim to:

         Lumumba Str. 106/1
         Bishkek
         Kyrgyzstan


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


CARLSON WAGONLIT: S&P Junks Long-Term Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered to 'CCC+'
from 'B-' its long-term corporate credit rating on Netherlands-
based business travel operator CWT.  The rating was removed from
CreditWatch where it was placed with negative implications on
March 2, 2009, as a result of a high risk of covenant breach
within a year.  The outlook is negative.

At the same time, the issue rating on CWT's US$850 million senior
secured facilities was lowered to 'CCC+' from 'B-' and removed
from CreditWatch with negative implications.  The recovery rating
on these facilities is unchanged at '3', indicating S&P's
expectation of meaningful (50%-70%) recovery in the event of a
payment default.  In addition, the issue rating on CWT's
EUR285 million floating-rate notes was lowered to 'CCC-' from
'CCC', and removed from CreditWatch with negative implications.
The recovery rating on these notes is unchanged at '6', indicating
S&P's expectation of negligible (0%-10%) recovery in the event of
a payment default.

"The lowering to 'CCC+' of our corporate credit rating on CWT
reflects our view that revenues and margins in the highly cyclical
business travel industry are unlikely to stabilize over the next
12 to 18 months," said Standard & Poor's credit analyst Silvia
Ortolan.

Although CWT has been using its relatively flexible cost structure
to cushion the negative effects of declining revenues, in S&P's
view CWT might struggle to identify further cost-cutting
opportunities.  Additionally, CWT is reportedly incurring upfront
costs for planned business reorganization measures in 2009, which
are affecting near-term operating cash flows.  The negative
outlook indicates S&P's view that the economic downturn is likely
to lead to an ongoing decline in revenues and earnings in 2009 and
2010.

Because of the debt-financed buyout and 2006 acquisition, CWT's
credit protection measures are, in S&P's view, weak.  CWT's ratio
of total adjusted debt to EBITDA, which excludes its cash position
of about US$188 million (net of overdrafts), was 6.0x for the full
year to Dec. 31, 2008, the same level as the previous year.  On
Dec. 31, 2008, CWT had total reported financial debt of
US$1.1 billion.

According to CWT's annual and interim reports, net sales in
financial year 2008 were US$1.92 billion, up 4.6% year on year.
However, net sales in the first quarter of 2009 were US$375
million, down about 14% compared with the first quarter of 2008.
CWT's reported EBITDA margin -- before integration, transaction,
and exceptional restructuring costs -- declined to 11.9% in
financial year 2008, from 13.2% in 2007.  The margin fell further
to 8.9% in the first quarter of 2009 from 11.4% in the same period
the previous year.

"The negative outlook reflects our view that given the tough
business environment in CWT's major markets, its operating cash
flows might continue to deteriorate further through a combination
of declining margins and increasing restructuring costs,"
continued Ms. Ortolan.

The future evolution of the ratings will be driven by CWT's
liquidity and covenant headroom.


ECONCERN NV: Eneco Takes Over Core Operations After Bankruptcy
--------------------------------------------------------------
Aaron Gray-Block at Reuters reports that Dutch utility Eneco has
taken over various operations of bankrupt sustainable energy
company Econcern NV.

Eneco, Reuters discloses, agreed to buy parts of Econcern's
consultancy business and wind energy project development unit, and
part of its biomass activities in a controlled auction held after
a Dutch court declared the Econcern holding company bankrupt.
Reuters says competition authorities still need to approve the
deal.

"This takeover of core operations means more than 400 workers,
both domestic and internationally, are expected to be retained,"
Reuters quoted curators Louis Deterink and Willem Jan van Andel as
saying in a statement.

Econcern said the curators are continuing talks with other parties
to take over the remaining activities.

Reuters relates Econcern, which employs 1,100 people, said that
the court on Friday had ended its period of receivership, and
declared the company and various domestic and international units
bankrupt.  According to Reuters, two units were granted suspension
of payments.  Reuters recalls Econcern said in May the company had
filed for voluntary receivership after it failed to secure
refinancing.

On June 15, 2009, Econcern said at the request of the
administrators, the court in Utrecht declared Ecostream
International B.V. and Evelop International B.V. bankrupt.  On
June 12, 2009, the Amsterdam court granted suspension of payments
to Betronic Hybrid Circuits B.V. and Betronic Nederland B.V.

Headquartered in Utrecht, Netherlands, Econcern NV --
http://www.econcern.com/-- is the holding company of Ecofys,
Evelop, Ecostream, OneCarbon and Ecoventures.  Econcern, through
its subsidiaries, engages in developing, constructing, and
operating sustainable energy projects.  It provides photovoltaic
conversion and mounting systems, as well as inverters.  The
company offers sustainable energy solutions, as well as research,
consultancy, and project development services in various fields,
including solar energy, wind energy, bio energy, seawater air-
conditioning, utility buildings, and hydrogen and fuel cell
technology.  Econcern was founded in 1984 and is based in Utrecht,
the Netherlands.


===========
N O R W A Y
===========


NEMI FORSIKRING: S&P Maintains 'BB' Insurer Fin'l Strength Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it had maintained its
CreditWatch placement on the 'BB' insurer financial strength and
long-term counterparty credit ratings on Norway-based non-life
insurer NEMI Forsikring ASA, but revised the implications to
positive from developing.  The ratings on NEMI were originally
placed on CreditWatch developing on Jan. 22, 2009, following a
related action on NEMI's then parent, Iceland-based insurer
Tryggingamidstödin hf. (TM; BB/Watch Neg/--).

The revised CreditWatch placement follows the acquisition of NEMI
by Copenhagen-based insurer, Alpha Group (not rated), which was
recently completed.

"The CreditWatch status reflects the removal of the constraints to
the ratings on NEMI derived from its ownership by TM.  It also
reflects S&P's view that, following its acquisition by the Alpha
Group, the ratings are likely to be more reflective of its
standalone creditworthiness, which remains largely unchanged,"
Standard & Poor's credit analyst Peter McClean said.  "We expect
to resolve the CreditWatch status within the next month following
a review of the ratings and further discussions with the
management of NEMI and its new parent.  S&P expects that any
upgrade will likely be limited to one notch."


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


PELICAN MORTGAGES: Fitch Assesses Impact of Reserve Fund Draw
-------------------------------------------------------------
Fitch Ratings said that it is assessing the impact of the reserve
fund draw in Pelican Mortgages No. 4 Plc, which occurred as of the
most recent payment date in June 2009.  According to its analysis,
the agency believes that the reserve fund draw was primarily
caused by a decrease in receipts from the swap counterparty,
caused by rapidly falling Euribor levels.

Pelican 4 is a Portuguese RMBS transaction.  The mortgage loans in
its securitized portfolio were originated by Caixa Economica
Montepio Geral ('A-'/'F2'/Stable).  The loans in the pool are all
variable rate, which are indexed to three-, six- and twelve-month
Euribor, while the notes issued by Pelican 4 carry a three month
Euribor reference rate.  At close the issuer entered into an
interest rate swap agreement with ABN AMRO Bank N. V.
('AA-'/'F1+'/Stable), on a notional amount that is equal to the
outstanding portfolio, excluding loans in arrears by more than 90
days.  The swap requires the issuer to pay the hedge counterparty
a weighted average Euribor rate received from the outstanding
balance of the loans, while receiving a three month Euribor
reference rate.

In a rising interest rate scenario, the hedge provided benefit to
the transaction, however, the rapid rate cuts made by the European
Central Bank towards the end of 2008, and in the first quarter of
2009, caused a faster decrease in the reference rate applied to
the amount due to the issuer, compared to the swap rate due to the
swap counterparty.  This is because the amount paid by the issuer
to the swap counterparty is based on the amount paid by the
underlying mortgages, which reset on a three, six and twelve
months basis, whereas the swap counterparty payment resets every
three months.  In March 2009, the mismatch first became noticeable
when the amount received from the counterparty dropped to 18.1%
from 24.8% in December 2008 of the overall available funds.  The
mismatch increased as of June 2009, causing the draw on the
reserve fund in the amount of EUR0.5 million, bringing the balance
to 98% of the target amount.

As the underlying loans continue to reset, Fitch expects that this
mismatch will decrease, however, it is likely that a further
reserve draw is likely to occur at the next interest payment date
in September 2009.

The agency is assessing the impact of the swap rate mismatch and
will take rating actions as deemed necessary.

Pelican 4's current ratings are:

  -- Class A (ISIN XS0365137990) 'AAA'; Outlook Stable
  -- Class B (ISIN XS0365138295) 'AA'; Outlook Stable
  -- Class C (ISIN XS0365138964) 'A-'; Outlook Stable
  -- Class D (ISIN XS0365139004) 'BBB'; Outlook Stable
  -- Class E (ISIN XS0365139939) 'BB'; Outlook Stable


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


* ROMANIA: Corporate Insolvencies Up 60.35% in January-May 2009
---------------------------------------------------------------
Actmedia reports that according to data offered by Uniunea
Nationala a Practicienilor in Insolventa of Romania, the number of
companies undergoing insolvency procedure in Romania increased by
60.35% to 9,687 over January–May 2009, as compared to the similar
period of last year.

There were 3,646 corporate insolvencies recorded over the first
five months of 2008, the report relates.

Citing Arin Stanescu, chairman of UNPIT, the report discloses the
number of new insolvency applications will surpass 20,000 this
year.


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


BEL-ENERGO-MASH CJSC: Creditors Must File Claims by June 29
-----------------------------------------------------------
Creditors of CJSC Bel-Energo-Mash (TIN 3123097260, PSRN
1033107023070) (Boiler Manufacturing Plant) have until
June 29, 2009, to submit proofs of claims to:

         V. Masliyov
         Temporary Insolvency Manager
         Post User Box 7-18
         308033 Belgorod
         Russia

The Arbitration Court of Belgorodskaya will convene at 11:00 a.m.
on Sept. 30, 2009, to hear bankruptcy supervision procedure on the
company.  The case is docketed under Case No. ?08- 2011/09–24B.

The Debtor can be reached at:

         CJSC Bel-Energo-Mash
         Vatutina Str. 3a
         308013 Belgorod
         Russia


DAGESTAN REGIONAL: Creditors Must File Claims by June 29
--------------------------------------------------------
Creditors of CJSC Dagestan Regional Gas Company (TIN 0552002920,
PRSN 1040500713571) have until June 29, 2009, to submit proofs of
claims to:

         D. Kochkarov
         Insolvency Manager
         U. Alieva Str. 72
         Cherkessk
         369000 Karachaevo-Cherkessia
         Russia

The Arbitration Court of Karachaevo-Cherkessia will convene at
11:30 a.m. on Aug. 25, 2009, to hear bankruptcy proceedings.  The
case is docketed under Case No. ?15–659/2009.

The Debtor can be reached at:

         CJSC Dagestan Regional Gas Company
         Yaragskogo Str. 1
         Makhachkala
         367002 Dagestan
         Russia


INDUSTRIAL AND CONSTRUCTION: Creditors Must File Claims by June 29
------------------------------------------------------------------
Creditors of LLC Industrial and Construction Company (TIN
6729033100, PSRN 1066731001810) have until June 29, 2009, to
submit proofs of claims to:

         T. Sergeeva
         Temporary Insolvency Manager
         Office 135
         Kolesanova Str. 11
         153008 Ivanovo
         Russia
         Tel: (4932)29-23-19

The Arbitration Court of Smolenskaya will convene at 11:00 a.m. on
Aug. 27, 2009, to hear bankruptcy supervision procedure on the
company.  The case is docketed under Case No. ?62–1430/2009.

The Debtor can be reached at:

         LLC Industrial and Construction Company
         Sverdlova Str. 24
         Smolensk
         Smolenskaya
         Russia


KURSK-ENERGO-MASH LLC: Creditors Must File Claims by June 29
------------------------------------------------------------
Creditors of LLC Kursk-Energo-Mash (TIN 4631014002, PSRN
1024600939505) (Electrical Equipment Manufacturing) have until
June 29, 2009, to submit proofs of claims to:

         A. Zaborny
         Temporary Insolvency Manager
         S. Razina Str. 9B
         Kursk
         Russia

The Arbitration Court of Kurskaya commenced bankruptcy supervision
procedure on the company.  The case is docketed under Case
No. ?35—2061/09-S24.

The Debtor can be reached at:

         LLC Kursk-Energo-Mash
         Mirnaya Str. 17/19
         305004 Kursk
         Russia


RSHB CAPITAL: Fitch Assigns 'D' Individual Rating
-------------------------------------------------
Fitch Ratings has assigned RSHB Capital S.A.'s US$1 billion 9%
senior unsecured five-year maturity loan participation notes a
final Long-term 'BBB' rating.  The notes are to be used solely for
financing a loan to OJSC Russian Agricultural Bank, rated Long-
term Issuer Default 'BBB' with Negative Outlook, Short-term IDR
'F3', Individual 'D', Support '2', Support Rating Floor 'BBB' and
National Long-term 'AAA(rus)' with Stable Outlook.

The notes are issued under RAB's loan participation program, rated
Long-term 'BBB' and Short-term 'F3'.  Earlier this month, the
programme's limit was increased to US$7 billion (from US$5
billion), while the other terms and conditions remained unchanged.
Original details on the program can be found in Fitch's
commentary, dated May 3, 2006, on the agency's subscription
website, www.fitchresearch.com

RAB is Russia's third-largest bank by capital, fourth-largest by
assets and second-largest by regional branch network.  It is 100%-
owned by the state and specializes in servicing the agribusiness
sector and related sub-sectors in Russia.


SEVERSTAL OAO: Sberbank Grants US$300 Mln Credit Facility
---------------------------------------------------------
Sberbank has granted OAO Severstal a three-year US$300 million
credit facility.  The loan proceeds will be used for working
capital purposes and re-financing of already existing indebtedness
of the company.

"These credit facilities will allow the Company to further
strengthen its liquidity and extend maturity profile. Sberbank
facility is a reliable long-term source of capital which will be
used to finance ongoing needs and replace some of our maturing
obligations," said Sergei Kuznetsov, CFO of ??? Severstal.

Headquartered in Cherepovets, Russia, Severstal OAO, through its
subsidiaries -- http://www.severstal.com/ -- operates in seven
segments.  The mining segment comprises iron ore and coal mining
complexes and gold mining assets.  The Russian Steel segment
comprises the Company's steel production and automotive
galvanizing facilities.  The Lucchini segment comprises plants and
service centers, including Piombino and Ascometal business units.
The North America segment consists of two integrated iron and
steel mills.  Izhora Pipe Mill operates a large-diameter pipe mill
in Northwest Russia.  The Metalware segment comprises plants
containing wire drawing equipment that takes long products from
the Russian Steel and Lucchini segments and external suppliers and
turns them into products with a higher value for the Russian and
International markets.  The Financing segment, until November
2007, operated a retail bank. In December 2008, the Company
acquired ZAO Trade House Severstal – Invest.  In January 2008, it
acquired baracom Limited.

                           *     *     *

Severstal OAO continues to carry a Ba2 rating from Moody's
Investors Service with negative outlook.


ZAPAD-STROY LLC: Creditors Must File Claims by June 29
------------------------------------------------------
Creditors of LLC Zapad-Stroy Ltd (TIN 3906038680, PSRN
1023901004577) (Construction) have until June 29, 2009, to submit
proofs of claims to:

         V. Kiselev
         Temporary Insolvency Manager
         D. Donskogo Str. 7-216
         Kaliningrad
         Russia

The Arbitration Court of Kaliningradskaya will convene at 10:15
a.m. on July 27, 2009, to hear bankruptcy supervision procedure on
the company.  The case is docketed under Case No. ?21–2633/2009.

The Debtor can be reached at:

         LLC Zapad-Stroy Ltd
         Pereulok Griga 58
         236016 Kaliningrad
         Russia


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


CEMEX ESPANA: Fitch Puts 'B' IDR on Rating Watch Evolving
---------------------------------------------------------
Fitch Ratings has placed these ratings of Cemex, S.A.B. de C.V.,
and its subsidiaries on Rating Watch Evolving:

Cemex

  -- Foreign currency Issuer Default Rating 'B';

  -- Local currency IDR 'B';

  -- Long-term national scale rating 'BB-(mex)';

  -- MXN5 billion Certificados Bursatiles program 'BB- (mex)';

  -- MXN30 billion Programa Dual Revolvente de Certificados
     Bursatiles program 'BB-(mex)';

  -- Senior unsecured debt obligations 'B+/RR3'';

  -- Unsecured debt issued through the Certificados Bursatiles
     program 'BB-(mex)';

  -- Short-term national scale rating 'B (mex)';

  -- MXN2.5 billion short-term portion of Programa Dual Revolvente
     de Certificados Bursatiles program 'B (mex)'.

Cemex Espana S.A.

  -- IDR 'B';
  -- Senior unsecured debt obligations 'B+/RR3'.

Rinker Materials Corporation

  -- US$150 million senior unsecured notes due 2025 'B+/RR3'.

The revision in the company's Rating Watch to Evolving from
Negative is a result of the agreement by Cemex to sell its
Australian operations to Holcim for AUD2.02 billion
(US$1.6 billion).  Fitch views the asset sale as mildly positive
for Cemex's credit quality as it may enable the company to
complete a comprehensive refinancing plan given the incremental
liquidity provided by the asset sale.  Ultimately, an improved
debt amortization schedule that provides sufficient financial
flexibility to operate through the economic downturn could also
pave the way for additional asset sales by Cemex.

Potential improvements in credit quality following the completion
of a bank refinancing would likely be limited.  The loss of the
operating cash flow of the Australian assets (EBITDA of
AUD313 million) and other assets to be sold, plus the poor
performance of the company's business in Europe and the U.S., will
continue to result in high leverage at Cemex during 2009 and 2010.
The transaction is subject to regulatory approval and buyer
financing and could take up to six months to close.

The Evolving Rating Watch continues to reflect the potential for
future negative rating actions.  Rating downgrades would likely
occur if the company is not able to get consensus among its bank
group to refinance the majority of the debt agreements under
satisfactory terms.  Credit downgrades could also occur in the
near future if bank groups do not provide the company with
sufficient liquidity for working capital purposes that would allow
the company to operate smoothly through the extreme downturn in
its key markets.

Cemex had US$768 million of cash and cash equivalents as of
March 31, 2009, and approximately US$4.3 billion of short-term
debt.  On March 10, the company announced that it had initiated
negotiations with its core banks to renegotiate its bank debt in
order to boost near-term liquidity and extend debt maturities
coming due primarily with its banks.


CIRCULO 1: Fitch Affirms 'BB-' Rating on Class D Notes
------------------------------------------------------
Fitch Ratings has affirmed Ayt Colaterales Global Hipotecario, FTA
Serie Ayt Colaterales Global Hipotecario Caja Circulo 1, a Spanish
RMBS transaction.  Fitch has simultaneously revised the class D
Outlook to Negative from Stable.  The transaction is comprised of
loans originated by Caja de Ahorros y Monte de Piedad del Circulo
Catolico de Obreros de Burgos, 72.6% of which were located in
Castilla Leon at closing.

The rating actions are:

  -- Class A (ES0312273321) affirmed at 'AAA'; Outlook Stable;
     assigned 'LS-1'

  -- Class B (ES0312273339) affirmed at 'A'; Outlook Stable;
     assigned 'LS-3'

  -- Class C (ES0312273347) affirmed at 'BBB-'; Outlook Stable;
     assigned 'LS-3'

  -- Class D (ES0312273354) affirmed at 'BB-'; Outlook revised to
     Negative from Stable; assigned 'LS-3'

Circulo 1 reports on a semi-annual basis and as of the May 2009
interest payment date showed a deterioration in the proportion of
performing loans.  Loans that are three months or greater in
arrears comprise 0.92% of the current balance; the total value of
arrears has increased to EUR5.1m (3.62% of the outstanding
portfolio) from EUR2.4m (1.69% of the outstanding portfolio) from
the previous IPD.  There have been no defaults or losses to date.

Net excess spread decreased significantly in the last period
suggesting that not only has the level of excess spread generated
by the transaction reduced, but that there is also a risk that
when defaults materialize there may not be enough excess spread to
cover them.  Although the reserve fund is at its target amount,
Fitch anticipates reserve fund draws in the coming periods given
the compression of excess spread and the rising arrears.  Net
excess spread was 0.14% (EUR199,590) of the outstanding collateral
balance in May 2009, compared to 0.29% in the previous period.

The Negative Outlook on the junior tranche reflects expected
deterioration of the pool and likely reserve fund draws which will
reduce the credit enhancement on the junior note.  The pool
deterioration suggests arrears will continue to grow and further
defaults are expected, alongside uncertainty with regards to the
level of recoveries due to Fitch's expected house price declines
of 25%-30% peak-to-trough in Spain.  Moreover, given that the
transaction reports on a semi-annual basis, pool performance can
change significantly between reports and a Negative Outlook was
assigned in advance of further pool deterioration.


GAT ICO: Moody's Assigns 'P(C)' Ratings on Four Classes of Notes
----------------------------------------------------------------
Moody's Investors Service assigned provisional credit ratings to
these classes of Notes to be issued by GAT ICO FTVPO 1 FTH:

  -- (P)Aaa to the EUR331.6 million Series A(G) notes
  -- (P)A2 to the EUR9.8 million Series B(CA) notes
  -- (P)A2 to the EUR3.3 million Series B(CM) notes
  -- (P)A2 to the EUR2.7 million Series B(CP) notes
  -- (P)A2 to the EUR2.0 million Series B(CT) notes
  -- (P)Ba2 to the EUR3.2 million Series C(CA) notes
  -- (P)Ba2 to the EUR2.3 million Series C(CM) notes
  -- (P)Ba2 to the EUR1.5 million Series C(CP) notes
  -- (P)Ba2 to the EUR1.5 million Series C(CT) notes
  -- (P)C to the EUR6.1 million Series D(CA) notes
  -- (P)C to the EUR2.5 million Series D(CM) notes
  -- (P)C to the EUR1.6 million Series D(CP) notes
  -- (P)C to the EUR1.4 million Series D(CT) notes

The provisional ratings address the expected loss posed to
investors by the legal final maturity.  In Moody's opinion, the
structure allows for timely payment of interest and ultimate
payment of principal at par on or before the rated final legal
maturity date on Series A(G), B and C, and for ultimate payment of
interest and principal at par on or before the rated final legal
maturity date on Series D.  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
the yield to investors.

The transaction represents the securitization of Spanish
residential mortgage loans originated by Caixa Catalunya, Caixa
Manresa, Caixa Penedes and Caixa Terrassa.  GAT ICO FTVPO 1 FTH is
a RMBS transaction carried out with the guarantee of the ICO (Aaa/
P-1) for the A(G) notes.  The loans included in the securitization
fund must comply with certain conditions of the ICO FTVPO
programme.  The product being securitized is around 100% VPO
properties.  VPOs are residential properties that are offered at a
lower price than the market value as a result of the various forms
of government aid.  This price reduction is possible thanks to the
subsidies provided by the government to the construction
companies, which enables them to reduce the final purchase price
of the property.

The final pool comprises 9,140 loans which were originated between
1993 and 2007 with a weighted-average seasoning of 5 years and a
weighted-average remaining term of 15.08 years.  The longest loan
matures in April 2033.  All the loans are secured by a first-lien
mortgage guarantee on residential properties with a current LTV
lower than 80%.  The current weighted-average LTV is 60.12%.
Geographically, the pool is concentrated in the Region of
Catalonia (69.45%), a natural consequence of the location of the
originators involved in the transaction.

The V Score for this transaction is Medium/High, which is higher
than the Medium V score assigned for the Spanish RMBS sector.  The
four broad components underlying the V Score have been assessed
higher than the average for Spanish RMBS sector.  Components. 1.
Sector Historical Data Adequacy and Performance Variability, 2.
Issuer/Sponsor/Originator Historical Data Adequacy and 3.
Complexity and Market Value Sensitivity are Medium/High, which are
higher than the V score assigned for the Spanish RMBS sector and
this is driven by the limited historical data for the VPO sector.
Moreover historical information provided by originators doesn't
cover a severe stress scenario, and the collateral characteristics
and the complex cash flow allocations increases the complexity of
the analysis of the transaction.  Class A as a single class is
cross-collaterals by all four pools.  The pool is cross-
collaterized for the Series A through the use of compensatory
interest and principal payments, which allow cash flows from one
sub-pool to be used to make up interest or principal shortfall in
another sub-poolThe V-Score has been assigned accordingly to the
report "V-Scores and Parameter Sensitivities in the Major EMEA
RMBS Sectors" published in April 2009.

The Spanish Government announced on November 4, 2008 a package of
aid to assist unemployed, self employed and pensioneer 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 will be approved.

The ratings of the Notes are based upon the analysis of the
characteristics of the mortgage pool backing the Notes, the
protection the Notes receive from credit enhancement against
defaults and arrears in the mortgage pool, the legal and
structural integrity of the issue and the credit quality of the
parties involved in the transaction.


GRANADA 1: Fitch Affirms 'BB-' Rating on Class D Notes
------------------------------------------------------
Fitch Ratings has affirmed Ayt Colaterales Global Hipotecario, FTA
Serie Ayt Colaterales Global Hipotecario Caja Granada, a Spanish
RMBS transaction.  The agency has simultaneously revised the
Outlooks on the class C and D notes to Negative from Stable.  The
transaction is comprised of loans originated by Caja General de
Ahorros de Granada, 83% of which were located in Andalucia at
closing.

The rating actions are:

  -- Class A (ES0312273164) affirmed at 'AAA'; Outlook Stable;
     assigned 'LS-1'

  -- Class B (ES0312273172) affirmed at 'A'; Outlook Stable;
     assigned 'LS-2'

  -- Class C (ES0312273180) affirmed at 'BBB-'; Outlook revised to
     Negative from Stable; assigned 'LS-2'

  -- Class D (ES0312273198) affirmed at 'BB-'; Outlook revised to
     Negative from Stable; assigned 'LS-2'

Granada 1 reports on a semi-annual basis and as of the May 2009
interest payment date showed a deterioration in the proportion of
performing loans.  Loans that are three months or greater in
arrears comprise 1.88% of the current balance, nearly double the
previous IPD of 0.92%.  The total value of arrears has increased
to EUR21.2 million (6.2% of the outstanding portfolio) from
EUR15.4 million (4.3% of the outstanding portfolio) as of the
previous IPD.  There have been no defaults or losses to date.

Net excess spread increased in the last period to 0.27% of the
outstanding collateral balance from 0.15% in the prior period.
However, given the strong pipeline of arrears, there is a risk
that when defaults materialize there may not be enough excess
spread to cover them entirely, although the reserve fund is at its
target amount.  Fitch anticipates reserve fund draws in coming
periods given the rising arrears.

The Negative Outlook on the junior tranches reflect expected
deterioration of the pool and likely reserve fund draws which will
reduce the credit enhancement on the junior two notes.  The pool
deterioration suggests arrears will continue to grow and further
defaults are expected, alongside uncertainty with regards to the
level of recoveries due to Fitch's expected house price declines
of 25%-30% peak-to-trough in Spain.  Moreover, given that the
transaction reports on a semi-annual basis, pool performance can
change significantly between reports and a Negative Outlook was
assigned in advance of further pool deterioration.


NAVARRA 1: Fitch Downgrades Rating on Class D Notes to 'B'
----------------------------------------------------------
Fitch Ratings has downgraded Ayt Colaterales Global Hipotecario,
FTA Serie Ayt Colaterales Global Hipotecario Caja Navarra 1's two
junior tranches.  Fitch has simultaneously revised the two junior
tranches' rating Outlooks to Negative from Stable.  The Spanish
RMBS transaction's remaining two tranches have been affirmed.
This transaction is comprised of loans originated by Caja de
Ahorros y Monte de Piedad de Navarra, 91% of which were located in
Navarra at closing.

The rating actions are:

  -- Class A (ES0312273040) affirmed at 'AAA'; Outlook Stable;
     assigned 'LS-1'

  -- Class B (ES0312273057) affirmed at 'A'; Outlook Stable;
     assigned 'LS-2'

  -- Class C (ES0312273065) downgraded to 'BB' from 'BBB-';
     Outlook revised to Negative from Stable; assigned 'LS-2'

  -- Class D (ES0312273073) downgraded to 'B' from 'BB-'; Outlook
     revised to Negative from Stable; assigned 'LS-4'

Navarra 1 reports on a semi-annual basis and showed a considerable
deterioration in performance as of the latest May 2009 interest
payment date.  Loans that are three months or greater in arrears
have almost doubled to 2.89% of the current balance, whilst the
total value of arrears has increased to EUR5.6 million (6.34% of
the outstanding portfolio) from EUR5.0 million (5.50% of the
outstanding portfolio) compared with the previous IPD.

The reserve fund was drawn by EUR0.55 million in the latest period
(30% of the target amount), to help cover EUR732,040 worth of
defaults, reducing the credit enhancement to the class D notes.
Defaults are defined as loans that are in arrears for more than 18
months.  The level of gross excess spread generated decreased
during the period and was not sufficient to cover the defaults
(Fitch calculated that gross excess spread declined to EUR179,000
from EUR342,000 in previous period).  The agency anticipates
further reserve fund draws in the forthcoming periods. Fitch notes
that reserve fund draws seen in other Spanish RMBS deals have been
substantial.  Given the thin class D (EUR0.5 million) in Navarra
1, compared with a borrower's average original loan size of
EUR0.17 million, there is a risk that the default of one or two
loans could have a detrimental impact on the note.

The downgrade of the two the junior tranches reflects the
transaction's high loan-to-value ratio, which was 88% at closing,
and the high percentage of resident non-nationals in the
collateral portfolio.  In addition to anticipated future reserve
fund draws which will further reduce the credit enhancement of the
two junior notes, the pool's deterioration suggests that the
strong pipeline of arrears will continue to generate defaults.
Fitch notes that uncertainty remains regarding the level of
recoveries, due to the anticipated losses resulting from Fitch's
expected house price declines.

The Negative Outlook reflects the expectation of a further
deterioration in the pool given the collateral composition.  Fitch
has noted that both high LTV loans and those to non-nationals have
seen worse performance across a number of Spanish RMBS
transactions than other loan types.


SA NOSTRA 1: Fitch Affirms Rating on Class D Notes at 'BB-'
-----------------------------------------------------------
Fitch Ratings has affirmed Ayt Colaterales Global Hipotecario, FTA
Serie Ayt Colaterales Global Hipotecario Caja Sa Nostra 1 (Sa
Nostra 1), a Spanish RMBS transaction, and revised the Outlook to
Negative on class C and D notes.  The transaction is comprised of
loans originated by Caja de Ahorros y Monte de Piedad de Las
Baleares, 99.7% of which were located in Baleares at closing.

The rating actions are:

  -- Class A (ES0312273123) affirmed at 'AAA'; Outlook Stable;
     assigned 'LS-1'

  -- Class B (ES0312273131) affirmed at 'A'; Outlook Stable;
     assigned 'LS-1'

  -- Class C (ES0312273149) affirmed at 'BBB-'; Outlook revised to
     Negative from Stable; assigned 'LS-2'

  -- Class D (ES0312273156) affirmed at 'BB-'; Outlook revised to
     Negative from Stable; assigned 'LS-3'

Latest Sa Nostra 1 reports (on a semi-annual basis and the latest
interest payment date in May 2009) showed deterioration in the
proportion of performing loans.  Loans that are three months or
greater in arrears comprise 2.16% of the current balance; the
total value of arrears has increased to EUR6.7 million (7.32% of
current balance) from EUR4.5 million from the previous IPD
November 2008 (4.56%).  There have been no defaults or losses to
date.

Net excess spread has been decreasing consistently over the last
18 months, suggesting that not only has the level of excess spread
generated by the transaction reduced, it also shows that there is
a risk that there may not be enough excess spread to cover any
potential defaults.  Although the reserve fund is at its target
amount, Fitch anticipates reserve fund draws in the coming periods
given the compression of excess spread and the rising arrears.
Net excess spread was 0.35% (EUR322,193) of the outstanding
collateral balance in May 2009 compared to 0.41% in the previous
period.

The Negative Outlook on the junior tranche reflects expected
deterioration of the pool and likely reserve fund draws which will
reduce the credit enhancement on the class D note.  The pool
deterioration suggests arrears will continue to grow and further
defaults are expected, alongside uncertainty with regards to the
level of recoveries due to Fitch's expected house price declines
of 25%-30% peak-to-trough in Spain.  Moreover, given that the
transaction reports on a semi-annual basis, pool performance can
change significantly between reports and a Negative Outlook was
assigned in advance of further pool deterioration.


VITAL 1: Fitch Affirms Rating on Class D Notes at 'BB-'
-------------------------------------------------------
Fitch Ratings has affirmed Ayt Colaterales Global Hipotecario, FTA
Serie Ayt Colaterales Global Hipotecario Caja Vital 1, a Spanish
RMBS transaction, and revised the Outlook on the junior class D
notes to Negative from Stable.  The transaction is comprised of
loans originated by Caja de Ahorros de Vitoria y Alava, 56% of
which were located in the Basque Country at closing.

The rating actions are:

  -- Class A (ES0312273081) affirmed at 'AAA'; Outlook Stable;
     assigned 'LS-1'

  -- Class B (ES0312273099) affirmed at 'A'; Outlook Stable;
     assigned 'LS-1'

  -- Class C (ES0312273107) affirmed at 'BBB-'; Outlook Stable;
     assigned 'LS-2'

  -- Class D (ES0312273115) affirmed at 'BB-'; Outlook revised to
     Negative from Stable; assigned 'LS-3'

Vital 1 reports on a semi-annual basis and as of the latest May
2009 interest payment date showed a deterioration in the
proportion of performing loans.  Loans that are three months or
greater in arrears comprise 0.88% of the current balance.  The
total value of arrears has increased to EUR3.04 million (1.66% of
the outstanding portfolio) from EUR1.68 million (0.90% of the
outstanding portfolio) as of the previous IPD.  Defaults
materialized in May 2009 and totalled EUR213,563, and, although
these loans have yet to be repossessed, all defaulted loans are in
the legal process.  Defaults are classified as loans that are
greater than 18 months in arrears, and the transaction uses
available revenue to write-off these loans, accelerating the note
pay-down.

Excess spread decreased significantly in the latest reporting
period.  This suggests that the level of excess spread generated
by the transaction has reduced and that there is a risk that as
more defaults materialize there may not be enough excess spread to
cover them.  As such, Fitch anticipates reserve fund draws in the
coming periods.  Net excess spread was 0.02% (EUR35,849) of the
outstanding collateral balance (gross excess spread was around
EUR250,000 --  a reduction from EUR375,000 the period before) in
May 2009.

The Negative Outlook on the junior tranche reflects expected
deterioration of the pool and likely reserve fund draws which will
reduce the credit enhancement on the class D note.  The pool
deterioration suggests arrears will continue to grow and further
defaults are expected, alongside uncertainty with regards to the
level of recoveries due to Fitch's expected house price declines
of 25%-30% peak-to-trough in Spain.  Moreover, given that the
transaction reports on a semi-annual basis, pool performance can
change significantly between reports and a Negative Outlook was
assigned in advance of further pool deterioration.


* Moody's Downgrades BFSRs on Three Spanish Banks to 'E+'
---------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt and
deposit ratings of 25 Spanish banks -- 18 by one notch and seven
institutions by two notches.  At the same time, Moody's downgraded
the Bank Financial Strength Ratings of 30 banks.  Among these
banks, the rating agency downgraded the dated subordinated debt of
17 institutions, the junior subordinated debt of eight
institutions, and the preference shares of 14 banks.

"The rising pressure that many Spanish banks face from a sharp
deterioration of their asset quality is reflected in their stand-
alone financial strength ratings, a third of which now fall at a
"D-" level or lower," said Maria Cabanyes, a Senior Vice President
at Moody's.  "However, the moderate downgrade of these banks'
senior ratings reflects Moody's expectation that government
support would be forthcoming for these institutions should such
support become necessary."

This rating action concludes the review initiated on May 19, 2009.
Eight banks however, continue to have some or all of their ratings
under review for further possible downgrade, as outlined in the
ratings list below.

         Downgrade of The Bank Financial Strength Rating

The Bank Financial Strength Ratings of 30 banks have been
downgraded, with six institutions downgraded by one notch, eight
by two notches, eight by three notches and eight by four notches.
The downgrades are driven by the speed and depth of the
deterioration of the Spanish economy and the impact on banks'
balance sheets.

Spanish GDP has declined by 3% in the first quarter of 2009.  The
unemployment rate stood at 17.4% at the end of the first quarter
up from 8.6% at the end of 2007 and is expected to be close to 19%
by the end of this year.

In concert with these broader economic pressures, the banks' asset
quality indicators continue to point towards a further significant
deterioration.  The system-wide non-performing loan rate has
deteriorated to 4.27% at end of the first quarter of 2009, up from
0.9% in December 2007 and 3.37% in December 2008.

"The extra cushion (i.e. the anti-cyclical provisions) that banks
had built up over the years against such risks -- which has so far
protected their earnings and capital bases -- is becoming
increasingly thin," said Maria Jose Mori, Assistant Vice President
and lead analyst for some of the affected banks.

While some banks have initiated capital boosting measures, such as
through issuance of preference shares or divestment of some of
their investment portfolios, Moody's remains concerned that the
overall pressure on capital has so far not been sufficiently
addressed and resolved by the Spanish banks.

"Unless some supportive measures are taken by third parties -- by
owners, or likely by the government -- some banks' capital
cushions will soon be affected by asset impairments and
provisioning requirements," Moody's Mori added.

Of those 30 affected banks, only 4 have remained rated at C or
above, whereas 17 are now rated between C- and D, and nine are
rated D- or E+.  Banks with a BFSR of C or above are generally
expected to be resilient against even a stress scenario.  Banks
rated between C- and the higher end of D+ are generally expected
to withstand reasonably well Moody's anticipated case loss
assumptions, but could come under material pressure in a more
severe scenario.  Banks rated between the lower end of D+ and E+
levels display more modest fundamentals in the anticipated
scenario and are highly sensitive to a more stressed scenario,
resulting in an increased likelihood that third-party support
would be required.  Moreover, while Moody's loss estimates often
indicate a similar magnitude of potential capital shortfalls for
D- and E+ rated banks, those banks rated D- seem to have a more
robust business model and overall stronger risk profile, which
Moody's would expect to emerge from any restructuring or
recapitalization with less structural changes required.

The outlook on all BFSRs is negative, reflecting primarily the
vulnerability of these banks to a further deterioration of the
operating environment.  However, Moody's also noted that a
significant government capital injection - which apparently has
been discussed for some time now by the Spanish government and the
banking sector -- could prompt subsequent upgrades of some BFSRs.
The conditions under which such a support package is extended
would need to be closely examined, Moody's added.

         Downgrade of Long-Term Debt and Deposit Ratings

Due to a heightened likelihood of systemic support in this crisis,
the impact of the BFSR downgrades has not translated into a
similar downgrade of the banks' senior debt and deposit ratings.
Eighteen institutions have been downgraded by one notch, and seven
institutions have been downgraded by two notches.

Moody's explained that the expectation of support from the highly-
rated Spanish government underpins the investment-grade ratings of
these banks.

"We believe that the Spanish government is both willing and able
to support its banking system if and when required," Moody's
Cabanyes said.  The banking system's potential capital
requirements in and of itself should not put undue pressure on the
government's financial flexibility, Moody's added.

The differentiation of senior debt and deposit ratings for banks
with the same BFSR reflects Moody's expectation that banks will
continue to receive or are likely to receive support depending on
their level of systemic importance -- even beyond the current
crisis.  Moody's measures this systemic importance in terms of
deposit and loan market shares, at both a regional and a
nationwide level.  Such measures of systemic importance in some
instances can result in an uplift of such an institution's rating
by several notches.  This expectation of institution-specific
systemic relevance has not changed and is also indicated in
Moody's published Credit Opinions for each bank.

        Downgrade of Subordinated Debt and Hybrid Ratings

The downgrade of the dated subordinated debt instruments of these
institutions is driven by the same factors considered in the
downgrade of the senior unsecured debt.  These dated subordinated
debt instruments continue to be rated one notch lower than the
senior debt instruments of the same bank based on subordination.

Moody's sees the risk on the junior subordinated debt instruments
in the unlikely event of liquidation as slightly higher than that
of dated subordinated debt.  The risk of coupon deferral and of
loss absorption under a going concern-assumption is more limited
than for preference shares given the junior subordinateds'
perpetual, cumulative and optional deferral triggers.
Nevertheless, the risk of such losses has increased.  These two
considerations have led to the downgrade of these instruments,
which are now rated one notch lower than dated subordinated debt
for banks with a BFSR of at least C-, and two notches lower for
banks with a BFSR of D+ and below.

The risk profile for the preference shares is different than that
of the subordinated instruments.  The coupons are non-cumulative
and have a mandatory deferral trigger, which is a P&L loss (or
regulatory capital shortfall).  Given the heightened possibility
of a net loss for many of these banks, Moody's has applied an
Expected Loss analysis to these instruments to capture the higher
risk of coupon deferral, with the probability of a coupon deferral
being linked to the strength of the bank as reflected in its BFSR.

                    Rating Actions in Summary

Banks with one or more ratings affected by the current review are
(in alphabetical order)

1) Banca March S.A.

  -- BFSR downgraded to C- (mapping to a BCA of Baa1) from C,
     outlook changed to negative;

  -- Long-term debt and deposit rating affirmed at A2 with a
     negative outlook;

  -- Short-term debt and deposit rating affirmed at P-1.

2) Banco Bilbao Vizcaya Argentaria, S.A.

  -- BFSR of B remains under review for possible downgrade;

  -- Long-term debt and deposit rating remains at Aa1 under review
     for downgrade;

  -- Senior subordinated debt remains at Aa2 under review for
     downgrade;

  -- Junior subordinated debt remains at Aa2 under review for
     downgrade;

  -- Hybrid securities remain at Aa3 under review for downgrade;

  -- Short-term debt and deposit rating affirmed at P-1.

The potential impact on the ratings of BBVA's rated foreign
subsidiaries will be covered in a separate Press Release.

3) Banco Cooperativo Espanol, S.A.

  -- BFSR of C+ remains under review for possible downgrade;

  -- Long-term debt and deposit rating remains at A1 under review
     for downgrade;

  -- Senior subordinated debt remains at A2 under review for
     downgrade;

  -- Short-term debt and deposit rating affirmed at P-1.

4) Banco de Credito Local de Espana, S.A.

  -- BFSR of B remains under review for possible downgrade;

  -- Long-term debt and deposit rating remains at Aa1 under review
     for downgrade;

  -- Short-term debt and deposit rating affirmed at P-1.

5) Banco De Valencia S.A

  -- BFSR downgraded to D- from C- (mapping to a BCA of Baa1),
     outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to Baa1 from A3,
     outlook changed to negative;

  -- Senior subordinated debt downgraded to Baa2 from Baa1,
     outlook changed to negative;

  -- Hybrid securities downgraded to B1 from Baa2, outlook changed
     to negative;

  -- Short-term debt and deposit rating affirmed at P-2.

6) Banco Espanol de Credito, S.A. (Banesto)

  -- BFSR downgraded to C- (mapping to a BCA of Baa2) from B-,
     outlook changed to negative;

  -- Long-term debt and deposit rating remains at Aa2 under review
     for downgrade;

  -- Senior subordinated debt remains at Aa3 under review for
     downgrade;

  -- Junior subordinated debt remains at Aa3 under review for
     downgrade;

  -- Hybrid securities remain at A1 under review for downgrade;

  -- Short-term debt and deposit rating affirmed at P-1.

7) Banco Guipuzcoano

  -- BFSR downgraded to D+ (mapping to a BCA of Baa3) from C-
     (mapping to a BCA of Baa2), outlook changed to negative;

  -- Long-term debt and deposit rating affirmed at Baa1 with a
     negative outlook;

  -- Short-term debt and deposit rating affirmed at P-2.

8) Banco Pastor, S.A.

  -- BFSR downgraded to D from C, outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to A3 from A2,
     outlook changed to negative;

  -- Senior subordinated debt downgraded to Baa1 from A3, outlook
     changed to negative;

  -- Junior subordinated debt under downgraded to Baa3 from A3,
     outlook changed to negative;

  -- Hybrid securities downgraded to Ba3 from Baa1, outlook
     changed to negative;

  -- Short-term debt and deposit rating downgraded to P-2 from P-
     1.

9) Banco Popular Espanol, S.A.

  -- BFSR to C- (mapping to a BCA of Baa1) from B, outlook changed
     to negative;

  -- Long-term debt and deposit rating downgraded to Aa3 from Aa2,
     outlook changed to negative;

  -- Senior subordinated debt downgraded to A1 from Aa3, outlook
     changed to negative;

  -- Hybrid securities downgraded to Baa2 from A1, outlook changed
     to negative;

  -- Short-term debt and deposit rating affirmed at P-1.

10) Banco Sabadell, S.A.

  -- BFSR downgraded to C- (mapping to a BCA of Baa2) from B-
     under, outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to A2 from Aa3,
     outlook changed to negative;

  -- Senior subordinated debt downgraded to A3 from A1, outlook
     changed to negative;

  -- Junior subordinated debt under downgraded to Baa1 from A1,
     outlook changed to negative;

  -- Hybrid securities downgraded to Baa3 from A2, outlook changed
     to negative;

  -- Short-term debt and deposit rating affirmed at P-1.

11) Banco Santander S.A. (Spain)

  -- BFSR of B remains under review for possible downgrade;

  -- Long-term debt and deposit rating remains at Aa1 under review
     for downgrade;

  -- Senior subordinated debt remains at Aa2 under review for
     downgrade;

  -- Junior subordinated debt remains at Aa2 under review for
     downgrade;

  -- Hybrid securities remain at Aa3 under review for downgrade;

  -- Short-term debt and deposit rating affirmed at P-1.

The potential impact on the ratings of Banco Santander's rated
foreign subsidiaries will be covered in a separate Press Release.

12) Bankinter, S.A.

  -- BFSR downgraded to C from B-, outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to A1 from Aa3,
     outlook changed to negative;

  -- Senior subordinated debt downgraded to A2 from A1, outlook
     changed to negative;

  -- Hybrid securities downgraded to Baa1 from A2, outlook changed
     to negative;

  -- Short-term debt and deposit rating affirmed at P-1.

13) Caixa Catalunya

  -- BFSR downgraded to D- from C, outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to A3 from A2,
     outlook changed to negative;

  -- Senior subordinated debt downgraded to Baa1 from A3, outlook
     changed to negative;

  -- Hybrid securities downgraded to B1 from Baa1, outlook changed
     to negative;

  -- Short-term debt and deposit rating downgraded to P-2 from P-
     1.

14) Caixa d'Estalvis de Manresa (Caixa Manresa)

  -- BFSR downgraded to D+ (mapping to a BCA of Baa3) from C,
     outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to Baa1 from A2,
     outlook changed to negative;

  -- Senior subordinated debt downgraded to Baa2 from A3, outlook
     changed to negative;

  -- Short-term debt and deposit rating downgraded to P-2 from P-
     1.

15) Caixa d'Estalvis de Terrassa

  -- BFSR downgraded to D from C- (mapping to a BCA of Baa1),
     outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to Baa2 from A3,
     outlook changed to negative;

  -- Senior subordinated debt downgraded to Baa3 from Baa1,
     outlook changed to negative;

  -- Junior subordinated debt under downgraded to Ba2 from Baa1,
     outlook changed to negative;

  -- Short-term debt and deposit rating affirmed at P-2.

16) Caixa Galicia

  -- BFSR downgraded to D from C, outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to A3 from A2,
     outlook changed to negative;

  -- Senior subordinated debt downgraded to Baa1 from A3, outlook
     changed to negative;

  -- Junior subordinated debt under downgraded to Baa3 from A3,
     outlook changed to negative;

  -- Hybrid securities downgraded to Ba3 from Baa1, outlook
     changed to negative;

  -- Short-term debt and deposit rating downgraded to P-2 from P-
     1.

17) Caja de Ahorros de La Rioja (Caja Rioja)

  -- BFSR downgraded to D+ (mapping to a BCA of Baa3) from C-
      (mapping to a BCA of Baa1), outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to A3 from A2,
     outlook changed to negative;

  -- Short-term debt and deposit rating downgraded to P-2 from P-
     1.

18) Caja de Ahorros de Salamanca y Soria (Caja Duero)

  -- BFSR downgraded to D+ (mapping to a BCA of Ba1) from C,
     outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to A3 from A2,
     outlook changed to negative;

  -- Senior subordinated debt downgraded to Baa1 from A3, outlook
     changed to negative;

  -- Hybrid securities downgraded to Ba2 from Baa1, outlook
     changed to negative;

  -- Short-term debt and deposit rating downgraded to P-2 from P-1

19) Caja de Ahorros de Santander y Cantabria (Caja Cantabria)

  -- BFSR downgraded to D- from C- (mapping to a BCA of Baa2) ,
     outlook changed to negative;

  -- Long-term debt and deposit rating confirmed at A3, outlook
     changed to negative;

  -- Senior subordinated debt confirmed at Baa1, outlook changed
     to negative;

  -- Hybrid securities downgraded to B1 from Baa2, outlook changed
     to negative;

  -- Short-term debt and deposit rating affirmed at P-2

20) Caja de Ahorros de Valencia, C y A. (Bancaja)

  -- BFSR downgraded to D- from C, outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to A3 from A2,
     outlook changed to negative;

  -- Senior subordinated debt downgraded to Baa1 from A3, outlook
     changed to negative;

  -- Junior subordinated debt under downgraded to Baa3 from A3,
     outlook changed to negative;

  -- Hybrid securities downgraded to B1 from Baa1, outlook changed
     to negative;

  -- Short-term debt and deposit rating downgraded to P-2 from P-1

21) Caja de Ahorros de Vigo, Ourense y Pontevedra (Caixanova)

  -- BFSR downgraded to D from C+, outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to A3 from A1,
     outlook changed to negative;

  -- Short-term debt and deposit rating downgraded to P-2 from P-1

22) Caja de Ahorros de Vitoria y Alava (Caja Vital)

  -- BFSR downgraded to C from C+, outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to A2 from A1,
     outlook changed to negative;

  -- Short-term debt and deposit rating affirmed at P-1

23) Caja de Ahorros del Mediterraneo (CAM)

  -- BFSR downgraded to D- from C , outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to A3 from A2,
     outlook changed to negative;

  -- Senior subordinated debt downgraded to Baa1 from A3, outlook
     changed to negative;

  -- Short-term debt and deposit rating downgraded to P-2 from P-1

24) Caja de Ahorros Municipal de Burgos

  -- BFSR downgraded to D from C- (mapping to a BCA of Baa1),
     outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to Baa1 from A3,
     outlook changed to negative;

  -- Short-term debt and deposit rating affirmed at P-2

25) Caja de Ahorros y Monte de Piedad de Avila

  -- BFSR downgraded to E+ (mapping to a BCA of B1) from C-
      (mapping to a BCA of Baa2), outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to Baa3 from
     Baa1, outlook changed to stable;

  -- Short-term debt and deposit rating downgraded to P-3 from P-2

26) Caja de Ahorros y Monte de Piedad de Madrid (Caja Madrid)

  -- BFSR downgraded to D+ (mapping to a BCA of Ba1) from C+,
     outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to A1 from Aa3,
     outlook changed to negative;

  -- Senior subordinated debt downgraded to A2 from A1, outlook
     changed to negative;

  -- Junior subordinated debt under downgraded to Baa1 from A1,
     outlook changed to negative;

  -- Hybrid securities downgraded to Ba2 from A2, outlook changed
     to negative;

  -- Short-term debt and deposit rating affirmed at P-1

27) Caja de Ahorros y Monte de Piedad de Segovia

  -- BFSR downgraded to E+ (mapping to a BCA of B1) from C-
      (mapping to a BCA of Baa2), outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to Baa3 from
     Baa1, outlook changed to stable;

  -- Short-term debt and deposit rating downgraded to P-3 from P-2

28) Caja de Ahorros y Monte de Piedad de Zaragoza, Aragon y Rioja
(Ibercaja)

  -- BFSR downgraded to C- (mapping to a BCA of Baa2) from C+,
     outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to A2 from A1,
     outlook changed to negative;

  -- Senior subordinated debt downgraded to A3 from A2, outlook
     changed to negative;

  -- Hybrid securities downgraded to Baa3 from A3, outlook changed
     to negative;

  -- Short-term debt and deposit rating affirmed P-1

29) Caja de Ahorros y Pensiones de Barcelona ("La Caixa")

  -- BFSR downgraded to B- from B, outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to Aa2 from Aa1,
     outlook changed to negative;

  -- Senior subordinated debt downgraded to Aa3 from Aa2, outlook
     changed to negative;

  -- Hybrid securities downgraded to A2 from Aa3, outlook changed
     to negative;

  -- Short-term debt and deposit rating affirmed at P-1

30) Caja Espana de Inversiones (Caja Espana)

  -- BFSR downgraded to E+ (mapping to a BCA of B1) from C-
      (mapping to a BCA of Baa2) under review for possible
     downgrade;

  -- Long-term debt and deposit rating downgraded to Baa1 from A3,
     outlook changed to negative;

  -- Senior subordinated debt downgraded to Baa2 from Baa1,
     outlook changed to negative;

  -- Junior subordinated debt under downgraded to Ba1 from Baa1,
     outlook changed to negative;

  -- Hybrid securities downgraded to B2 from Baa2, outlook changed
     to negative;

  -- Short-term debt and deposit rating affirmed at P-2

31) Caja Insular de Ahorros de Canarias

  -- BFSR downgraded to D- from C- (mapping to a BCA of Baa1),
     outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to Baa1 from A3,
     outlook changed to negative;

  -- Senior subordinated debt downgraded to Baa2 from Baa1,
     outlook changed to negative;

  -- Junior subordinated debt under downgraded to Ba1 from Baa1,
     outlook changed to negative;

  -- Short-term debt and deposit rating affirmed at P-2

32) Caja Laboral Popular Cooperativa de Credito

  -- BFSR downgraded to C- (mapping to a BCA of Baa2) from C+,
     outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to A3 from A1,
     outlook changed to negative;

  -- Short-term debt and deposit rating downgraded to P-2 from P-1

33) Cajamar Caja Rural, Sociedad Cooperativa de Credito

  -- BFSR downgraded to D+ (mapping to a BCA of Baa3) from C,
     outlook changed to negative;

  -- Long-term debt and deposit rating downgraded to A3 from A2,
     outlook changed to negative;

  -- Short-term debt and deposit rating downgraded to P-2 from P-1

34) Confederacion Espanola de Cajas de Ahorro (CECA)

  -- BFSR of B- remains under review for possible downgrade;

  -- Long-term debt and deposit rating remains at Aa2 under review
     for downgrade;

  -- Short-term debt and deposit rating affirmed at P-1

35) Lico Leasing, EFC S.A.

  -- Long-term debt and deposit rating remains at A2 under review
     for downgrade;

  -- Short-term debt and deposit rating remains at P-1under review
     for downgrade

36) Mtes. de P. y Caja de Ahorros de Ronda, Cadiz, Almeria, Malaga
y Antequera (Unicaja)

  -- BFSR downgraded to C+ from B-, outlook changed to negative;

  -- Long-term debt and deposit rating affirmed at Aa3 with a
     negative outlook;

  -- Senior subordinated debt affirmed at A1 with a negative
     outlook;

  -- Short-term debt and deposit rating affirmed at P-1

37) Santander Consumer Finance, S.A.

  -- BFSR of C+ remains under review for possible downgrade;

  -- Long-term debt and deposit rating remains at A1 under review
     for downgrade;

  -- Senior subordinated debt remains at A2 under review for
     downgrade;

  -- Short-term debt and deposit rating remains at P-1 under
     review for downgrade.

Moody's last rating action on Banca March was on May 19, 2009,
when the bank's BFSR was put under review for possible downgrade
and the bank's debt ratings were affirmed.

Moody's last rating action on Banco de Valencia was on May 19,
2009, when the bank's ratings were put under review for possible
downgrade.

Moody's last rating action Banco Espanol de Credito was on May 19,
2009, when the bank's ratings were put under review for possible
downgrade.

Moody's last rating action on Banco Guipuzcoano was on May 19,
2009, when the bank's BFSR was put under review for possible
downgrade and the bank's debt ratings were affirmed.

Moody's last rating action on Banco Pastor was on May 19, 2009,
when the bank's ratings were put under review for possible
downgrade.

Moody's last rating action on Banco Popular was on May 19, 2009,
when the bank's ratings were put under review for possible
downgrade.

Moody's last rating action on Banco Sabadell was on May 19, 2009,
when the bank's ratings were put under review for possible
downgrade.

Moody's last rating action on Bankinter was on May 19, 2009, when
the bank's ratings were put under review for possible downgrade.

Moody's last rating action on Caixa Catalunya was on May 19, 2009,
when the bank's ratings were put under review for possible
downgrade.

Moody's last rating action on Caixa d'Estalvis de Manresa was on
May 19, 2009, when the bank's ratings were put under review for
possible downgrade.

Moody's last rating action on Caixa d'Estalvis de Terrassa was on
May 19, 2009, when the bank's ratings were put under review for
possible downgrade.

Moody's last rating action on Caixa Galicia was on May 19, 2009,
when the bank's ratings were put under review for possible
downgrade.

Moody's last rating action on Caixanova was on May 19, 2009, when
the bank's ratings were put under review for possible downgrade.

Moody's last rating action on Caja de Ahorros de Ávila was on May
19, 2009, when the bank's ratings were put under review for
possible downgrade.

Moody's last rating action on Caja de Ahorros de La Rioja was on
May 19, 2009, when the bank's ratings were put under review for
possible downgrade.

Moody's last rating action on Caja de Ahorros de Santander y
Cantabria was on May 19, 2009, when the bank's ratings were put
under review for possible downgrade.

Moody's last rating action on Caja de Ahorros de Valencia, C y A.
(Bancaja) was on May 19, 2009, when the bank's ratings were put
under review for possible downgrade.

Moody's last rating action on Caja de Ahorros de Vitoria y Alava
was on May 19, 2009, when the bank's ratings were put under review
for possible downgrade.

Moody's last rating action on Caja de Ahorros del Mediterraneo
(CAM) was on May 19, 2009, when the bank's ratings were put under
review for possible downgrade.

Moody's last rating action on Caja de Ahorros Municipal de Burgos
was on November 28, 2008, when the bank's ratings were put under
review for possible downgrade.

Moody's last rating action on Caja de Ahorros y Monte Piedad de
Madrid was on May 19, 2009, when the bank's ratings were put under
review for possible downgrade.

Moody's last rating action on Caja de Ahorros y Monte Piedad de
Segovia was on May 19, 2009, when the bank's ratings were put
under review for possible downgrade.

Moody's last rating action on Caja de Ahorros y Monte de Piedad de
Zaragoza, Aragon y Rioja (Ibercaja) was on May 19, 2009, when the
bank's ratings were put under review for possible downgrade.

Moody's last rating action on Caja de Ahorros y Pensiones de
Barcelona was on May 19, 2009, when the bank's ratings were put
under review for possible downgrade.

Moody's last rating action on Caja Duero was on May 19, 2009, when
the bank's ratings were put under review for possible downgrade.

Moody's last rating action on Caja Espana de Inversiones was on
May 19, 2009, when the bank's ratings were put under review for
possible downgrade.

Moody's last rating action on Caja Insular de Ahorros de Canarias
was on May 19, 2009, when the bank's ratings were put under review
for possible downgrade.

Moody's last rating action on Caja Laboral Popular Coop. de
Credito was onMay 19, 2009, when the bank's ratings were put under
review for possible downgrade.

Moody's last rating action on Cajamar Caja Rural, Soc. Coop. de
Credito was on May 19, 2009, when the bank's ratings were put
under review for possible downgrade.

Moody's last rating action on Unicaja was on May 19, 2009, when
the bank's BFSR was put under review for possible downgrade and
the bank's debt ratings were affirmed.


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


ALCON CREDIT: Creditors Must File Claims by June 26
---------------------------------------------------
Creditors of Alcon Credit Corporation AG are requested to file
their proofs of claim by June 26, 2009, to:

         Xavier Vocat
         Liquidator
         Route des Arsenaux, 41
         1701 Fribourg
         Switzerland

The company is currently undergoing liquidation in Zug.  The
decision about liquidation was accepted at an extraordinary
general meeting held on May 7, 2009.


ELBA GMBH: Creditors Have Until June 25 to File Claims
------------------------------------------------------
Creditors of ELBA GmbH are requested to file their proofs of claim
by June 25, 2009, to:

         ELBA GmbH
         St. Alban-Vorstadt 102
         4052 Basel
         Switzerland

The company is currently undergoing liquidation in Basel.  The
decision about liquidation was accepted at an extraordinary
general meeting held on May 5, 2009.


H.U. DEUBELBEISS AG: Claims Filing Deadline is June 26
------------------------------------------------------
Creditors of H.U. Deubelbeiss AG are requested to file their
proofs of claim by June 26, 2009, to:

         Hans Ulrich Deubelbeiss
         Liquidator
         Schweizistrasse 33
         5102 Rupperswil
         Switzerland

The company is currently undergoing liquidation in Rupperswil.
The decision about liquidation was accepted at an extraordinary
general meeting held on Dec. 9, 2008.


RIMMELE AG: Creditors Must File Claims by June 26
-------------------------------------------------
Creditors of Rimmele AG are requested to file their proofs of
claim by June 26, 2009, to:

         Rimmele AG
         Wisliacher 10
         8053 Zurich
         Switzerland

The company is currently undergoing liquidation in Zurich.  The
decision about liquidation was accepted at a general meeting held
on Dec. 18, 2008.


SCHWANSTEIN AG: Claims Filing Deadline is June 25
-------------------------------------------------
Creditors of Schwanstein AG are requested to file their proofs of
claim by June 25, 2009, to:

         Dr. Herbert Trachsler
         Liquidator
         Seefeldstrasse 283
         8034 Zurich
         Switzerland

The company is currently undergoing liquidation in Baar.  The
decision about liquidation was accepted at an extraordinary
general meeting held on April 30, 2009.


TIARA FLEURS: Claims Filing Deadline is June 25
-----------------------------------------------
Creditors of Tiara Fleurs GmbH are requested to file their proofs
of claim by June 25, 2009, to:

         Gfeller Hans
         Liquidator
         Bahnhofstrasse 26
         4900 Langenthal
         Switzerland

The company is currently undergoing liquidation in Langenthal.
The decision about liquidation was accepted at an extraordinary
shareholders' meeting held on March 24, 2009.


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


AGRICULTURAL MEGA: Creditors Must File Claims by June 24
--------------------------------------------------------
Creditors of LLC Agricultural Mega (code EDRPOU 32882314) have
until June 24, 2009, to submit proofs of claim to:

         N. Martinenko
         Insolvency Manager
         Office 5
         Mayakovsky Avenue 12
         69035 Zaporozhye
         Ukraine

The Economic Court of Zaporozhye commenced bankruptcy proceedings
against the company on May 5, 2009.  The case is docketed under
Case No. 19/306/08.

The Court is located at:

         The Economic Court of Zaporozhye
         Shaumian Str. 4
         69600 Zaporozhye
         Ukraine

The Debtor can be reached at:

         LLC Agricultural Mega
         Mikhaylovka
         72002 Zaporozhye
         Ukraine


AGROPRODINVEST-R LLC: Creditors Must File Claims by June 24
-----------------------------------------------------------
Creditors of LLC Agroprodinvest-r (code EDRPOU 34158593) have
until June 24, 2009, to submit proofs of claim to:

         R. Senik
         Insolvency Manager
         Post Office Box 26
         76008 Ivano-Frankovsk
         Ukraine

The Economic Court of Ivano-Frankovsk commenced bankruptcy
proceedings against the company on May 5, 2009.  The case is
docketed under Case No. B-23/4.

The Court is located at:

         The Economic Court of Ivano-Frankovsk
         Shevchenko str. 16
         Ivano-Frankovsk
         Ukraine

The Debtor can be reached at:

         LLC Agroprodinvest-r
         Mukha Str. 12
         Rogatin
         77000 Ivano-Frankovsk
         Ukraine


ERA OJSC: Creditors Must File Claims by June 24
-----------------------------------------------
Creditors of OJSC Era(code EDRPOU 03058626) have until
June 24, 2009, to submit proofs of claim to Y. Vanzhula, the
company's insolvency manager.

The Economic Court of Kiev commenced bankruptcy proceedings
against the company on April 29, 2009.  The case is docketed under
Case No. 50/289.

The Court is located at:

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

The Debtor can be reached at:

         OJSC Era
         Office 3
         G. Gongadze Str. 20
         04215 Kiev
         Ukraine


FREGAT LLC: Creditors Must File Claims by June 24
-------------------------------------------------
Creditors of LLC Kerch Marine Plant Fregat (code EDRPOU 32316153)
have until June 24, 2009, to submit proofs of claim to:

         G. Eremenko
         Insolvency Manager
         Office 155
         Pobeda Avenue 76
         Simferopol
         AR Krym
         Ukraine

The Economic Court of AR Krym commenced bankruptcy proceedings
against the company on April 9, 2009.  The case is docketed under
Case No. 2-31/7556-2007.

The Court is located at:

         The Economic Court of AR Krym
         R. Luxembourg Str. 29/Rechnaya Str. 11
         95000 Simferopol
         AR Krym
         Ukraine

The Debtor can be reached at:

         LLC Kerch Marine Plant Fregat
         Kirov Str. 54-A
         98318 Kerch
         AR Krym
         Ukraine


METAL-INVEST LLC: Creditors Must File Claims by June 24
-------------------------------------------------------
Creditors of LLC Metal-Invest (code EDRPOU 35737860) have until
June 24, 2009, to submit proofs of claim to:

         V. Gliadchenko
         Insolvency Manager
         Sverdlov Str. 68/4
         49006 Dnepropetrovsk
         Ukraine

The Economic Court of Dnepropetrovsk commenced bankruptcy
proceedings against the company on May 12, 2009.  The case is
docketed under Case No. B29/130-09.

The Court is located at:

         The Economic Court of Dnepropetrovsk
         Kujbishev Str. 1a
         49600 Dnepropetrovsk
         Ukraine

The Debtor can be reached at:

         LLC Metal-Invest
         Zaporozhye Highway 56/534
         49000 Dnepropetrovsk
         Ukraine


TISA-FLOR LLC: Creditors Must File Claims by June 24
----------------------------------------------------
Creditors of Joint Ukrainian and Uzbek LLC Firm Tisa Subsidiary
Company Tisa-Flor (code EDRPOU 33073945) have until June 24, 2009,
to submit proofs of claim to:

         S. Lipsky
         Insolvency Manager
         Kiev Str. 38/2
         79000 Lvov
         Ukraine

The Economic Court of Lvov commenced bankruptcy proceedings
against the company on Dec. 23, 2008.  The case is docketed under
Case No. 8/131.

The Court is located at:

         The Economic Court of Lvov
         Lichakovskaya Str. 128
         79010 Lvov
         Ukraine

The Debtor can be reached at:

         Joint Ukrainian and Uzbek LLC Firm
         Tisa Subsidiary Company Tisa-Flor
         Vodogonnaya Str. 2
         79017 Lvov
         Ukraine


PKV TRADE: Creditors Must File Claims by June 24
------------------------------------------------
Creditors of LLC PKV Trade (code EDRPOU 34569085) have until
June 24, 2009, to submit proofs of claim to Y. Vanzhula, the
company's insolvency manager.

The Economic Court of Kiev commenced bankruptcy proceedings
against the company on April 29, 2009.  The case is docketed under
Case No. 50/290.

The Court is located at:

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

The Debtor can be reached at:

         LLC PKV Trade
         Gorky Str. 95
         03150 Kiev
         Ukraine


UKRPOLIMPORT LLC: Creditors Must File Claims by June 24
-------------------------------------------------------
Creditors of LLC Ukrpolimport (code EDRPOU 23270305) have until
June 24, 2009, to submit proofs of claim to:

         O. Oprishko
         Insolvency Manager
         S. Bandera Str. 5a/7
         79000 Lvov
         Ukraine

The Economic Court of Lvov commenced bankruptcy proceedings
against the company on Feb. 5, 2009.  The case is docketed under
Case No. 4/200.

The Court is located at:

         The Economic Court of Lvov
         Lichakovskaya Str. 128
         79010 Lvov
         Ukraine

The Debtor can be reached at:

         LLC Ukrpolimport
         Office 5
         Dorosh Str. 7a
         79017 Lvov
         Ukraine


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


ARDANA PLC: Administrator Close to Securing Sale
------------------------------------------------
Hamish Rutherford at The Scotsman reports that Ernst & Young,
Ardana plc's administrator, is close to securing a sale of the
business.

The report relates in recent weeks, E&Y has begun "a series of
interesting discussions" with a group of investors who
administrator David Duggins believes could make a serious bid.
Mr. Duggins, however, warned it was still possible the talks could
fall apart, the report notes.  He declined to discuss the identity
of the potential investors or how much E&Y was seeking for the
business, the report discloses.

"These are a group of people who know the business well enough to
be interested, but it has just taken a long time to attract enough
other people with money," Mr. Duggins was quoted by the report as
saying.  "For the first time almost since we were appointed, it
feels like we're close to getting a deal through."

The report recalls Ernst & Young was appointed as administrator of
Ardana at the end of June after the company ran out of cash.
According to the report, investors refused to pour money into
drugs which were years away from commercial release.

Headquartered in Edinburgh, Scotland, Ardana plc --
http://www.ardana.co.uk-- is a pharmaceutical company.  The
Company is focused on the discovery, development and marketing of
products to improve human reproductive health.  Its principal
products include Emselex, a once a day treatment for the symptoms
of overactive bladder syndrome; Striant SR, a testosterone
replacement therapy for men with confirmed hypogonadism; Invicorp,
an injectable combination drug treatment for erectile dysfunction;
Testosterone Cream, a trans-dermal testosterone delivery system in
development for the treatment of male hypogonadism, in Phase III
trails; GHS, a growth hormone secretagogue in late-stage
development for the diagnosis of growth hormone deficiency, and
Teverelix LA, in development for three initial indications
(prostate cancer, benign prostatic hyperplasia and endometriosis).
The Company's operations are located in the United Kingdom, with
commercialization and development activities being carried out in
the United Kingdom and the rest of Europe.


CARLISLE CASTLE: S&P Assigns 'BB' Rating on Class D Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its credit ratings to
the asset-backed floating-rate notes series 2009-B issued by
Carlisle Castle Funding Group Ltd.

The servicer is Capital One Bank (Europe) PLC.  As in previous
transactions, the collateral comprises U.K.-originated Visa,
MasterCard, and American Express credit card receivables generated
on accounts owned by COBE.  The last transaction, Carlisle Castle
Funding Group's series 2009-A PLC, closed in March 2009.

The capital structure differs from issuances before the series
2009-A issuance, as it comprises five tranches, with a
subordinated unrated class E tranche.

In line with the series 2009-A issuance, but unlike other previous
issuances out of COBE's Castle Trust platform, an additional
reallocation yield mechanism is in place from closing.  This
mechanism allows principal to be borrowed up to a maximum amount
of the class E note size to pay a certain amount of the margin on
the class A notes.  S&P has reviewed the structural effect of this
mechanism and have sized for it accordingly.

The class D notes had an upfront reserve of 3.5% at closing, in
addition to a standard excess spread trapping mechanism.

Charge-offs in the credit card industry have risen over the past
year.  This can partly be attributed to the rise in U.K.
bankruptcies and individual voluntary arrangements (IVAs) seen
since mid-2008 and a deterioration in the macroeconomic climate,
particularly regarding a rise in unemployment.

The yield on the trust has seen a recent decline, partly driven by
the decreasing Bank of England base rate, with a large portion of
the portfolio being adjustable-rate cards linked to the base rate.
S&P expects yield to remain stable in the near term, although
regulatory pressures may cause downward pressure on yield in the
current environment.

Payment rates have decreased for the trust, in line with a decline
across the credit card industry over the past few months.  This
decline, as for the charge-offs, reflects a rise in unemployment
and decline in general consumer affordability.

As the effects of the recession are likely to deepen in the coming
months, S&P believes negative pressures will continue to affect
the trust performance.

The structure for this series 2009-B issuance meets S&P's current
stress levels for the ratings assigned.  For further details on
the trust structure please see S&P's published reports on the
issuances under the Castle Trust platform.

                           Ratings List

                   Carlisle Castle Funding Ltd.
     Up to GBP567.4 Million Asset-Backed Floating-Rate Notes
                          Series 2009-B

                                Initial            Maximum
                                amount             amount
      Class         Rating      (Mil. GBP)         (Mil. GBP)
      -----         ------      ----------         ----------
      A             AAA            190.35            400.00
      B             A               28.35             59.60
      C             BBB             20.25             42.55
      D             BB              27.00             56.75
      E             NR               4.05              8.50

                         NR — Not rated.


DAIRY FARMERS: Closes Blaydon Dairy; 290 Jobs Affected
------------------------------------------------------
BBC News reports that the Dairy Farmers of Britain's receivers
decided to close the company's Blaydon dairy Friday last week,
resulting in the loss of up to 290 jobs.

BBC News discloses according to Stephen Oldfield, joint receiver
and manager of DFB, a rescue deal fell through at lunchtime on
Friday when the buyer withdrew.

BBC News relates Mr. Oldfield said they had worked "very hard" to
find buyers for the various parts of the DFB business.

"The liquids business has suffered continuing losses and recent
withdrawal of customers has compounded the problem," BBC
News quoted Mr. Oldfield as saying.  "In the absence of buyers, we
have already had to close the Lincoln and Bridgend dairies."

On June 16, 2009, the Troubled Company Reporter-Europe, citing BBC
News, reported DFOB, which is responsible for 10% of UK milk
production, went into receivership after losing a lucrative
supermarket contract and was struggling to pay its 1,800-member
farmers a competitive price for milk.

Stephen Oldfield, David Kelly and Ian Green were appointed joint
receivers and managers of DFOB on June 3, 2009.

Dairy Farmers of Britain -- http://www.dairyfarmersofbritain.com/
-- is one of the UK's leading dairy co-operatives.  The co-op's
services include milk collection and distribution, testing and
quota management, and business administration.  Its brands include
Cadog (milk, butter, and cheese), Capricorn (cheese), Dairy
Farmers of Britain (milk, cream, and cheese), Clary's (ice cream),
Wonder Cow (organic dairy products) all of which are available at
UK food stores.  Dairy Farmers delivers milk to more than 120,000
homes across England and Wales.


LDV: John Caudwell Eyes Takeover Bid
------------------------------------
Myles Neligan at Reuters reports that according to the Mail on
Sunday newspaper, LDV may get a takeover bid from telecoms
entrepreneur John Caudwell.

Reuters relates the paper said Mr. Caudwell has asked advisers to
review LDV's situation, Reuters discloses the paper said
Mr. Caudwell's interest in LDV is at an early stage and he has not
yet signed a non-disclosure agreement with administrators
PricewaterhouseCoopers.

Reuter recalls LDV was placed into administration on June 8, 2009.
On June 4, 2009, the Troubled Company Reporter-Europe, citing
Telegraph.co.uk, reported LDV was forced to reapply for
administration after potential buyer Weststar failed to secure
financing for a deal.

"We have explored all known avenues to access this funding,
including assistance from the UK Government, but without this in
place, it will not be possible to deliver the plan to secure jobs
in the UK," Telegraph.co.uk quoted Weststar as saying in a
statement.

Telegraph.co.uk recalled last month Malaysia's Westar agreed a
preliminary deal to rescue the company, which employs 850 staff
directly.  The agreement to buy LDV was subject to due diligence,
financing and various approvals, BreakingNew.ie disclosed.
Telegraph.co.uk said in order to support LDV while negotiations
were completed, the British government provided a GBP5 million
bridging loan to Weststar.  However, Weststar, having already used
GBP1.4 million to pay workers and prepare for manufacturing, was
not prepared to release more, Telegraph.co.uk stated.

Based in Birmingham, LDV -- http://www.ldv.com/-- designs,
manufactures and distributes the MAXUS range of light commercial
vehicles.  Originally formed in 1993 as Leyland DAF Vans Ltd, it
later changed its name to LDV Group Ltd and is now under Gaz Group
ownership since July 2006.  LDV has an annual turnover of GBP160
million and exports vehicles to Europe, the Middle East and to the
Asian Pacific Rim.  The Group also includes Birmingham Pressings,
a stamping business producing body panels and subassemblies for
LDV and external customers.


LLOYDS BANKING: Set to Write Off GBP450 Mln Admiral Investment
--------------------------------------------------------------
Victoria Thomson at The Scotsman reports that Lloyds Banking Group
plc is thought to be set to write off GBP450 million on its
investment in pubs group Admiral Taverns.

The Scotsman relates that reports on Sunday claimed that the bank
is sounding out potential buyers of its debt, resulting in the
potential write-off.

According to the Scotsman, Admiral, which Bank of Scotland arm
lent more than GBP850 million, is now thought to be worth less
than GBP500 million after being hit by the property slump.

                  About Lloyds Banking Group PLC

Lloyds Banking Group PLC (LON:LLOY) --
http://www.lloydsbankinggroup.com/--  formerly Lloyds TSB Group
plc, is United Kingdom-based financial services company, whose
businesses provide a range of banking and financial services in
the United Kingdom and a limited number of locations overseas.
The operations of Lloyds TSB Group in the United Kingdom were
conducted through over 2,000 branches of Lloyds TSB Bank, Lloyds
TSB Scotland plc and Cheltenham & Gloucester plc during the year
ended December 31, 2007.  Cheltenham & Gloucester plc (C&G) is the
Company's specialist mortgage arranger.  Following the transfer of
its mortgage lending and deposits to Lloyds TSB Bank, during 2007,
C&G arranges mortgages for Lloyds TSB Bank rather than for its own
account.  International business is conducted mainly in the United
States and continental Europe.  Lloyds TSB Group's services in
these countries are offered through branches of Lloyds TSB Bank.
In January 2009, the Company acquired HBOS plc.

The Troubled Company Reporter-Europe reported on February 19,
2009, that Fitch Ratings affirmed the Long-term and Short-term
Issuer Default Ratings of the Lloyds Banking Group plc and its
subsidiaries, Lloyds TSB bank plc, HBOS plc and Bank of Scotland
plc at 'AA-' (AA minus) and 'F1+,' respectively.  The agency has
downgraded LBG's, LTSB's and BOS's Individual ratings to 'C/D'
from 'B/C', 'B/C' from 'B' and 'C/D' from 'C' respectively.  All
three Individual ratings have been placed on Rating Watch
Negative.  The downgrades on the Individual ratings reflect
Fitch's concern about the significant deterioration in certain
portfolios within BOS's corporate banking and treasury units and
higher risk parts of its residential mortgage portfolio, together
with the agency's expectation that problems are likely to continue
to increase in a weakening operating environment, severely
challenging profitability and weakening capitalization over the
coming 12-18 months.  The Rating Watch Negative on the Individual
ratings reflects ongoing uncertainty around these exposures and
group capitalization.


PREMIUM BARS: Gets GBP48 Mln Takeover Bid From Reuben Brothers
--------------------------------------------------------------
The Scotsman reports that Premium Bars & Restaurants plc is
believed to have received a GBP48 million takeover bid from the
Reuben brothers.

According to the Scotsman, PBR is understood to be set to enter a
"pre-pack" administration as part of the deal in an attempt to
cast off some of its liabilities.

Manchester Evening News says to succeed the Reuben brothers would
need approval from the PBR board and accountants BDO Stoy Hayward
who are advising the company.  The brothers already hold a 32.5
percent stake in PBR, MEN notes.

PBR, which is listed on Aim, asked for its shares to be suspended
in December, the Scotsman recalls.

Premium Bars & Restaurants plc -- http://www.pbr.uk.com/-- is a
leisure company incorporated in the UK in 1997.  The company has a
diverse portfolio of over 50 bars, restaurants and clubs in the
UK, as well as two hotels, The Waterside on Newcastle's quayside
and The Rex in Whitley Bay.  Its bars and restaurants trade under
the names of The Living Room, Prohibition Bar & Grill and Bel and
The Dragon.


PUNCH TAVERNS: Mulls GBP350 Million Placing to Ease Debt Burden
---------------------------------------------------------------
Graham Ruddick at Telegraph.co.uk reports that Punch Taverns plc
is to use a GBP350 million placing as it attempts to cut its
GBP4.5 billion debt burden.

According to the report, the capital raising will be 50pc a firm
placing and 50pc an open offer of new shares.   The report
discloses the company will use the bulk of the proceeds to
purchase GBP215 million of convertible bonds which mature on
December 2010.  The remaining capital, expected to be around
GBP140 million, will be used to reduce other securitizations and
provide significant headroom on the covenants, the report notes.

The report says the GBP4.5 billion debt, which Punch racked up
following the GBP2.7 billion acquisition of Spirit Group in 2006,
is spread across securitizations and convertible bonds and,
without the placing, the company is likely to miss covenant limits
in the next financial year.  The report states this would enforce
some rigorous financial restrictions upon Punch that could prevent
the repayment of the 2010 bond.

"Success removes the refinancing issue but debt remains perilously
high.  There are some signs of trading stabilization but the
underlying problems remain: too many sub-standard tenanted pubs
and a managed pub division performing below par," the report
quoted Nigel Parson, an analyst at Evolution Securities, as
saying.

                        About Punch Taverns

Punch Taverns plc -- http://www.punchtaverns.com/-- is a pub
company in the UK, with over 8,400 pubs across its leased and
managed portfolio.


SIGNLEASE LTD: Creditors Approve CVA Proposal
---------------------------------------------
Creditors of Signlease Ltd, East Yorkshire caravan retailer
Discover Leisure plc's main trading subsidiary, approved the
company's Company Voluntary Arrangement (CVA) at a creditors'
meeting in Leeds on Monday, June 15.

Mark Firmin, Restructuring Partner, KPMG in Leeds and CVA Nominee
said: "I am very pleased that the CVA proposal has been approved
by 99.7 per cent of the company's creditors.  This high level of
support indicates that the proposal struck the right balance
between meeting the needs of the company and those of its
creditors, which are expected to receive a dividend of
approximately 22p in the pound; significantly more than would have
been available to them through an administration.

"This result allows the business to remain a going concern, to
keep trading and to continue the restructuring it began some time
ago, offering job security to 300 employees and some certainty to
its other stakeholders.

"This is the second proposal in the North that we have
successfully advised on recently, after JJB became the first plc
to implement a CVA last month.  The growing use of CVAs in this
wave of restructuring activity shows that alternatives to entering
administration are achievable.  Indeed a head of steam is building
behind moves to reform the insolvency regime, as announced in the
Budget, with the insolvency practitioner community calling for
change that would enable the increased use of CVAs.

"We expect to see further fall out in the leisure sector in the UK
over the summer.  In spite of the growing trend for so-called
'stay-cations', consumers are pulling a tight rein on
discretionary spending; having far-reaching consequences on the
financial stability of the many and varied businesses in the
leisure sector, from hotels to caravan retailers."


WEST BROMWICH: Moody's Changes Outlook on 'E+' BFSR to Stable
-------------------------------------------------------------
Moody's Investors Service changed the outlook on the E+ bank
financial strength rating of West Bromwich Building Society to
stable from negative.  At the same time, Moody's affirmed West
Brom's Baa3/Prime-3 long- and short-term debt and deposit ratings
and Ca junior subordinated debt rating, and downgraded the
entity's subordinated debt rating to Ca from Caa3.

Moody's rating action follows West Brom's announcement of a
proposed issuance of profit participating deferred shares -- a
debt-to-equity swap whereby West Brom's existing subordinated debt
of GBP182.5 million would be converted on a par-for-par basis to
core Tier 1 capital.  Agreement has already been reached by the
society with its sub-debt investors and the society expects
completion of the transfer in July 2009.

PPDS will rank pari passu with existing PIBS in a liquidation
scenario and also have principal writedown features on a going-
concern basis, which effectively places the holders of PPDS in a
more junior position than the holders of PIBS.  The payments on
PIBS, however, which do not allow principal writedowns, will be
capped by the dividend payments on PPDS.  Moody's expects the
proposed transaction to improve West Brom's overall capital
adequacy, with its Tier 1 ratio to increase to 11.6% from 6.8%.

Commenting on the rating action Moody's noted that West Brom's
proposed recapitalisation is first and unique in the UK mutual
sector and offers building societies an alternative source of
capital in light of their limitation to raise equity as mutual
entities.  However, this transaction is considered as a
"distressed exchange" by Moody's since under an alternative
scenario of the society's break-up the subordinated debt investors
would be faced with a low level of recovery on their investment.

Although the proposed transaction will improve West Brom's loss
absorption capacity Moody's considers that there are significant
risks to its financial fundamentals stemming from the society's
existing loan portfolio.  West Brom's BFSR of E+ reflects the high
loss expectations from its commercial and buy-to-let portfolio.
The proposed transaction mitigates some of these pressures to the
extent of stabilizing its BFSR rating at the current level, as
reflected in the changed outlook.  In Moody's analysis, however,
the society still faces substantial provisioning needs and
deteriorating asset quality trends in the context of declining
house prices.  West Brom's objectives to de-risk the balance sheet
and restructure its commercial lending portfolio remain
outstanding tasks that are still to produce tangible results.
Faced with these challenges Moody's consider that West Brom's BFSR
should remain in the E+ category.

On the other hand due to the fact that West Brom's debt and
deposit ratings already incorporates a high degree of systemic
support, which was evidenced by the regulators' consent on the
proposed transaction, its long-term ratings remains on a stable
outlook.  As noted in Moody's previous rating action on the UK
Building societies, debt and deposit ratings continue to take into
account the probability of systemic support and are in line with
Moody's expectation that deposit-taking institutions in highly
rated countries would receive or were likely to receive support
depending on their level of systemic importance.  Therefore, no
senior debt or deposit ratings have been downgraded below Baa3.

The downgrade of the subordinated debt to Ca from Caa3 reflects
its distressed conversion into higher-risk PPDS instruments and
pari passu ranking with the PIBS.  The downgrade to Ca is based on
the future expected loss recovery approach and indicates a
recovery level of 30%-50%.  Moody's expects the rating to be
withdrawn on completion of the transaction.

Below are some of the key points of the PPDS terms and conditions:

  -- PPDS are non-cumulative perpetual voting shares.  However,
     their voting power is diluted by the large number of society
     members (depositors and mortgage holders) who are also
     eligible to vote;

  -- in the event of a net loss by the society, the PPDS absorb
     25% of that losses (the principal is written down), while the
     other 75% is absorbed by reserves;

  -- PPDS can also continue to absorb losses from previous periods
     - i.e. no dividend is payable until their principal value is
     restored to par; and

  -- in the event of a net profit, the directors, at their
     discretion, can return to the PPDS holders up to25% of profit
     through dividends, with the remainder going to retained
     earnings.

        Previous Rating Action and Principal Methodologies

On April 14, 2009, Moody's Investors Service took ratings action
on the U.K. mortgage lenders.  The rating actions reflected
Moody's concern that the economic crisis in the U.K would lead to
significantly higher credit losses than previously anticipated,
particularly among the residential and commercial real estate
assets, to which the U.K. mortgage lenders have a highly
concentrated exposure to.  In addition, the subordinated and
hybrid securities of the same institutions were downgraded in line
with Moody's concern that systemic support may not be extended to
these instruments in the case of financial distress.

The West Brom BFSR was downgraded to E+ from C- (mapping to a BCA
of B3) with a negative outlook; senior debt/deposit ratings were
downgraded to Baa3 from A3 with a stable outlook; short-term
ratings downgraded to P-3 from P-2; dated subordinated debt and
junior subordinated debt were downgraded to Caa3; PIBS were
downgraded to Ca.

These Ratings Were Affected:

  -- The outlook on the Bank financial strength of E+ was changed
     to stable from negative

  -- Long term bank deposits affirmed at Baa3

  -- Senior unsecured affirmed at Baa3

  -- Subordinate debt downgraded from Caa3 to Ca

  -- PIBS affirmed at Ca

  -- Short-term debt affirmed at Prime-3

West Bromwich Building Society is based in West Bromwich, United
Kingdom and had total assets of GBP9.2 billion as of March 31,
2009.

                            *********

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.

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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, 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.


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