TCREUR_Public/090622.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Monday, June 22, 2009, Vol. 10, No. 121

                            Headlines

A U S T R I A

COMPUTER RAFFALT: Creditors Have Until July 8 to File Claims
CREATIV BAUMANAGEMENT: Claims Filing Deadline is July 6
HERWIG GROSINA: Claims Filing Deadline is June 29
ITALO GASTRO: Creditors Must File Claims by July 1
MICHAEL A. GOERTZ: Creditors Must File Claims by July 8


B E L G I U M

THA GROUP: Puts Belgium Business Into Administration


C Y P R U S

ERNST & YOUNG: Claims Filing Deadline is July 2


E S T O N I A

ONISTAR AS: Declared Bankrupt


F R A N C E

* FRANCE: To Exit From Recession at the End of 2009, Insee Says


G E R M A N Y

ARCANDOR AG: Quelle Unit Gets Financial Backing From Bavaria
ARCANDOR AG: Owes US$70 Million to 70 Indian Apparel Suppliers
COMMERZBANK AG: Plans to Pay Back State Aid Starting in 2011
PFLEIDERER AG: Says Will Breach Loan Covenants
PORSCHE AUTOMOBIL: Qatar Alliance May Lead to Volkswagen Takeover

TITAN EUROPE: Moody's Reviews 'Ba3' Rating on Class E Notes
VIVACON AG: Four Units Filed for Insolvency in Cologne Court


I C E L A N D

STRAUMUR-BURDARAS: Claims Filing Deadline is July 18


I R E L A N D

CHEYNE ABS: S&P Withdraws 'D' Ratings on US$178 Mln Note Tranches
EUROCASTLE CDO II: S&P Puts 'BB'-Rated Class E Notes on Watch Neg.
EUROCASTLE CDO III: S&P Puts 'BB'-Rated Class E Notes on Watch Neg
SETANTA SPORTS: At Risk of Going Into Administration Today


I T A L Y

FIAT SPA: To End Car Production at Termini Plant and Cut CNH Jobs
WIND ACQUISITION: Fitch Puts 'BB' Senior Notes Rating on Watch Neg
WIND TELECOMUNICAZIONI: To Sell EUR2.7 Billion of Debt
WIND TELECOMUNICAZIONI: Fitch Affirms 'BB+' Senior Secured Rating
WIND TELECOMUNICAZIONI: S&P Affirms 'BB-' Corporate Credit Rating

* Moody's Reviews 'D+' BFSRs of Three Italian Banks for Downgrade


K A Z A K H S T A N

ASIA CORPORATION: Creditors Must File Claims by July 3
BTA DPR: S&P Withdraws 'CCC' Ratings on Five Notes Series
GEBO KAZAKHSTAN: Creditors Must File Claims by July 3
GLOBO GAS: Creditors Must File Claims by July 3
JETYSU AUDIT: Creditors Must File Claims by July 3

TABYS MN: Creditors Must File Claims by July 3


K Y R G Y Z S T A N

LINK AVIA: Creditors Must File Claims by July 10


L A T V I A

BALTIC AMERICAN: Moody's Cuts Rating on Class B Notes to 'Ba1'


L U X E M B O U R G

PROLOGIS EUROPEAN: Moody's Cuts Long-Term Issuer Rating to 'Ba1'


N E T H E R L A N D S

E-MAC NL 2002-I: Moody's Cuts Rating on Class D Notes to 'B2'
E-MAC NL 2003-I: Moody's Cuts Rating on Class D Notes to 'B1'
E-MAC NL 2003-II: Moody's Cuts Rating on Class D Notes to 'B1'
NEW WORLD: Moody's Changes Outlook on 'B1' Rating to Negative


P O L A N D

BANK GOSPODARKI: Moody's Affirms 'D+' Bank Fin'l Strength Rating
BANK HANDLOWY: Moody's Cuts Bank Financial Strength Rating to 'D+'
BANK ZACHODNI: Moody's Cuts Bank Financial Strength Rating to 'D+'


R U S S I A

AIR PUMP: Creditors Must File Claims by June 29
KAZANORGSINTEZ OJSC: Debt Nonpayment Cues S&P's Rating Cut to 'D'
MEGAFON OAO: US GAAP Net Profit Up 20.2% in First Quarter 2009
STROY-IMPULS LLC: Creditors Must File Claims by June 29
STROY-MET LLC: Creditors Must File Claims by June 29

STROY-RODOLIT LLC: Creditors Must File Claims by June 29
YUGANSK-STROY LLC: Creditors Must File Claims by June 29


S P A I N

EMPRESAS 1: S&P Affirms Rating on Class E Notes at 'CCC-'


S W E D E N

SWEDBANK AB: S&P Cuts Rating on Hybrid Capital Instruments to 'BB'


S W I T Z E R L A N D

CECON AG: Claims Filing Deadline is June 29
COIFFURE INN: Creditors Must File Claims by June 29
HANDYMOBIL GMBH: Claims Filing Deadline is June 29
HUNDESCHULE WILA: Creditors Must File Claims by June 29
MASTER SUPPORT: Claims Filing Deadline is June 29

MU HOLDING: Creditors Must File Claims by June 29
OCUPHARM AG: Claims Filing Deadline is June 29
PUNKTUM AG: Claims Filing Deadline is June 29

* SWITZERLAND: Central Bank Says Banks Remain Exposed to Risk


U K R A I N E

INDUSTRIAL AND ENERGY: Creditors Must File Claims by June 28
LUMED LTD: Creditors Must File Claims by June 28
REAGENT LLC: Creditors Must File Claims by June 28
RUTA LLC: Creditors Must File Claims by June 28
TNT VEST: Court Starts Bankruptcy Supervision Procedure


U N I T E D   K I N G D O M

CORPORATE COMPUTER: IP Asset Offered for Sale
GOWRINGS MOBILITY: Business Put Up for Sale
SHERWOOD CASTLE: Moody's Reviews 'Ba2'-Rated Class S1 and S2 Notes
ROYAL BANK: Ex-CEO Agrees to Hand Back GBP4.7 Mln of Pension


U Z B E K I S T A N

ASAKA BANK: Moody's Assigns 'E+' Bank Financial Strength Rating

* BOND PRICING: For the Week June 15 to June 19, 2009


                         *********


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


COMPUTER RAFFALT: Creditors Have Until July 8 to File Claims
------------------------------------------------------------
Creditors of Computer Raffalt 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 10:45 a.m.

For further information, contact the company's administrator:

         Dr. Maximilian Sampl
         Martin Luther-Strasse 154
         8970 Schladming
         Austria
         Tel: 03687-23823
         Fax: 03687-23823-7
         E-mail: kanzlei@sampl.at


CREATIV BAUMANAGEMENT: Claims Filing Deadline is July 6
-------------------------------------------------------
Creditors of Creativ Baumanagement & Bau 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 21, 2009 at 9:15 a.m.

For further information, contact the company's administrator:

         Dr. Michael Pacher
         Kaiserfeldgasse 1/2
         Second Floor
         8010 Graz
         Austria
         Tel: 0316/829073
         Fax: 0316/829073-73
         E-mail: rechtsanwaelte@pacherundpartner.at


HERWIG GROSINA: Claims Filing Deadline is June 29
-------------------------------------------------
Creditors of Herwig Grosina GmbH have until June 29, 2009, to file
their proofs of claim.

A court hearing for examination of the claims has been scheduled
for July 13, 2009 at 10:50 a.m.

For further information, contact the company's administrator:

         Mag. Gerwald Holper
         Technologiezentrum, Marktstrasse 3
         7000 Eisenstadt
         Austria
         Tel: 02682/704 266-0
         Fax: 02682/704 266-15
         E-mail: eisenstadt@kosch-partner.at


ITALO GASTRO: Creditors Must File Claims by July 1
--------------------------------------------------
Creditors of Italo Gastro GmbH have until July 1, 2009, to file
their proofs of claim.

A court hearing for examination of the claims has been scheduled
for July 9, 2009 at 9:20 a.m.

For further information, contact the company's administrator:

         Dr. Hubert Hagspiel
         Schulgasse 7
         Second Floor
         6850 Dornbirn
         Austria
         Tel: 05572/54800
         Fax: 05572/54800-8
         E-mail: office@rechtsanwalt-hagspiel.at


MICHAEL A. GOERTZ: Creditors Must File Claims by July 8
-------------------------------------------------------
Creditors of Michael A. Goertz 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 11:00 a.m.

For further information, contact the company's administrator:

         Dr. Hannelore Pitzal
         Paulanergasse 9
         1040 Vienna
         Austria
         Tel: 587 31 11, 587 31 12, 587 87 50
         Fax: 587 87 50 50
         E-mail: office@pitzal-partner.at


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


THA GROUP: Puts Belgium Business Into Administration
----------------------------------------------------
Leanne Bell at Conference & Incentive Travel reports that Tha
Group Ltd has decided to put its Belgium business into
administration following a series of failed attempts to
improve its financial position.

Citing THA Group chairman Kevin Ingram, the report discloses the
business suffered a "major decrease" in client business in 2009,
resulting in two rounds of redundancies at the unit.

According to the report, the remaining 15 Brussels-based staff may
face redundancy while administrators examine the business'
financial position.

THA Group -- http://www.thagroup.com/-- is a motivation and
events company based in Leicester.


===========
C Y P R U S
===========


ERNST & YOUNG: Claims Filing Deadline is July 2
-----------------------------------------------
Ernst & Young CEA (South) Participation Limited's creditors have
until July 2, 2009 to file their proofs of claim against the
company.

Proofs of claim must be sent to the company's liquidators:

           Panaylota Ella
           16 Kyriakos
           Matsis Avenue
           10th Floor
           Eagle House
           Agici Omologitas
           1082 Nicosia
           Cyprus


=============
E S T O N I A
=============


ONISTAR AS: Declared Bankrupt
-----------------------------
Tomas Hobemagi at Baltic Business News reports that according to
Aripaev, a court has declared Onistar AS bankrupt.

The report relates creditors turned down a restructuring
application filed by the company, owned by two businessmen Igor
Savenkov and Aleksander Tokarev, to the court in May.

The company, which halted operations at the beginning of 2008
after losing market, has tax debt of EEK37 million while interest
debt stood at EEK6.5 million, the report discloses.

Onistar -- http://www.onistar.ee/-- is a private concern based on
Estonian capital, which combines Estonian spirits producers,
Sillamae brewery and a distillery.  In addition to spirits, vodka
and beer, the company also produces low alcohol beverages and
table water as well as bottles cognac, brandy and whisky.  Onistar
is the only Estonian producer to own spirit factories and to
produce all its products from the local raw materials.


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


* FRANCE: To Exit From Recession at the End of 2009, Insee Says
---------------------------------------------------------------
Sandrine Rastello at Bloomberg News reports that according
statistics office Insee, France's economy may stop shrinking in
the fourth quarter.

Bloomberg News relates Insee predicted gross domestic product will
probably stagnate in the last three months of the year after
contracting 0.6 percent in the second quarter and 0.2 percent in
the third quarter.  For the year, GDP may shrink 3 percent, the
most since 1949, Bloomberg News discloses citing the institute.


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


ARCANDOR AG: Quelle Unit Gets Financial Backing From Bavaria
------------------------------------------------------------
Nadja Brandt at Bloomberg News reports that Bavaria has agreed to
provide financial backing to Arcandor AG's Quelle mail-order unit
as part of a government guarantee of EUR50 million (US$69.5
million).

"The goal is to continue the so-called factoring model with the
intention to give Quelle a chance for a new beginning,"
Bloomberg News quoted the Bavarian Cabinet as saying in a
statement after meeting with Quelle's insolvency administrator
Klaus Hubert Goerg and banks.

Matthias Inverardi and Gernot Heller at Reuters report Mr. Goerg
said he struck a memorandum of understanding with banks which
meant Quelle would be able to continue to operate and start
printing its autumn/winter catalogue -- crucial for its business.
Reuters relates publication of the catalogue was at risk as Quelle
ran out of money to pay for the printing after its factoring bank
cut the company off.  Reuters discloses German newspaper
Sueddeutsche Zeitung said a EUR300 million (US$417.6 million)
bridge loan for Quelle's factoring bank was also being discussed.

                        Bankruptcy

On June 11, 2009, the Troubled Company Reporter-Europe, citing
Bloomberg News, reported Arcandor on June 9 filed for bankruptcy
protection after the German government turned down its request for
loan guarantees.  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 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 said.

                     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: Owes US$70 Million to 70 Indian Apparel Suppliers
--------------------------------------------------------------
Shramana Ganguly Mehta at The Economic Times reports that close to
70 apparel suppliers to Arcandor AG who were doing business with
the company's sourcing agent in India, Li & Fung, have claimed
that dues owed to them could run up to over US$70 million.

The report relates the exporters have now come together to form an
All India Exporters Committee (Arcandor Insolvency Action
Committee) to not only recover their dues, but also to seek
blacklisting of Li & Fung from the sub-continent.

"More than US$70 million worth payments is under a cloud.  Most of
the SME exporters are feared to go bankrupt and perhaps perish
thereby resulting in a loss of more than 50,000 jobs," the report
quoted Shiv Bhargav, convenor of the joint action committee, as
saying.

According to the report, exporters claim that the terms of payment
from Li & Fung were letter of credit ranging from 60 to 120 days.

The report recalls earlier, Li & Fung in a communication to ET
said it will provide Indian factories information about the
insolvency proceedings and advise them on how to file claims
through proper legal representation in Germany for amounts owed to
them.  The company also stated that the outstanding amount due to
the factories will be paid by Arcandor through Li & Fung, the
report notes.

                        Bankruptcy

On June 11, 2009, the Troubled Company Reporter-Europe, citing
Bloomberg News, reported Arcandor on June 9 filed for bankruptcy
protection after the German government turned down its request for
loan guarantees.  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 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 said.

                     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.


COMMERZBANK AG: Plans to Pay Back State Aid Starting in 2011
------------------------------------------------------------
Jann Bettinga and Mike Gavin at Bloomberg News report that
Commerzbank AG management board member Markus Beumer said the
company plans to repay state aid of EUR16.4 billion
(US$22.9 billion) as early as 2011 if market conditions are
"favorable".

According to Bloomberg News, Mr. Beumer also reiterated that the
company plans to return to profitability in 2011 "at the latest."

Headquartered in Frankfurt am Main, Germany, Commerzbank AG --
https://www.commerzbank.com/ -- is the parent company of a
financial services group active around the world.  The group's
operating business is organized into six segments providing each
other with mutually beneficial synergies: Private and Business
Customers, Mittelstandsbank, Central and Eastern Europe ,
Corporates & Markets, Commercial Real Estate and Public Finance
and Treasury.


PFLEIDERER AG: Says Will Breach Loan Covenants
----------------------------------------------
Christiaan Hetzner at Reuters reports that Pfleiderer AG said it
is likely to breach its loan covenants as it expects earnings to
plunge.

Reuters relates the company said in a statement "Since on the cost
side, prices of raw materials cannot be expected to fall,
Pfleiderer AG now expects its earnings to fall significantly.
Based on initial estimates, the EBITDA margin in the second
quarter of 2009 will probably be single-digit percentage".

The company predicts it will have to incur higher financing costs
after negotiations with its lenders, Reuters discloses.

Headquartered in Neumarkt, Germany Pfleiderer AG --
http://www.pfleiderer.com-- is a producer and supplier of
engineered wood products.  It acts as a partner for wood trade
outlets, interior designers, the building and do-it-yourself
trade, and the furniture industry in more than 80 countries
worldwide.  The Company offers a range of base products, such as
raw chipboard and particleboard, tongue and groove board, medium-
density fiberboard and high- density fiberboard, and surfaced
products, such as melamine-faced chipboard, high-pressure
laminates and post-forming elements, laminate flooring and a range
of films and surfacings.  The Company operates through three
geographical segments: Western Europe, including Germany and
Sweden; Eastern Europe, consisting of Poland and Russia, and North
America, comprised of Canada and the United States.


PORSCHE AUTOMOBIL: Qatar Alliance May Lead to Volkswagen Takeover
-----------------------------------------------------------------
Andreas Cremer at Bloomberg News reports that Porsche Automobil
Holding SE's alliance with Qatar will hasten a takeover by
Volkswagen AG.

Bloomberg News says plans to sell a stake to Qatar would bolster
Porsche's finances enough to raise the sports-car maker's
attraction for Volkswagen.  Daniel Schwarz, a Frankfurt- based
analyst at Commerzbank, as cited by Bloomberg News said "The Qatar
investment limits the risks for VW shareholders, that'll be a
driving cause in restarting the Porsche-VW merger talks".

According to Bloomberg News, a deal with Qatar would fulfill
Volkswagen Chairman Ferdinand Piech’s demand that Porsche restore
its finances before the two companies consider a combination.
Bloomberg News relates Porsche spokesman Albrecht Bamler said "An
integrated company continues to be the goal."

Bloomberg News recalls two people familiar with the plan said
June 15 Porsche may sell as much as 25 percent for EUR2.5 billion
(US$3.5 billion) to Qatar.  Qatar may consider buying the Porsche
stake to get access to Volkswagen, as the combined carmaker may
yield "most lucrative dividends," Bloomberg News quoted Willi
Diez, head of the Nuertingen, Germany-based Institute for
Automobile Industry, a state- funded think-tank, as saying.

On June 18, 2009, the Troubled Company Reporter-Europe, citing
Bloomberg News, reported that an investment would help Porsche
lower debt amassed with the purchase of a majority stake in
Volkswagen.  Bloomberg News disclosed Porsche's net debt tripled
after the company increased its stake in Volkswagen to 50.8
percent at the beginning of this year from a 42.6 percent holding
in October.

Headquartered in Stuttgart, Germany Porsche Automobil Holding SE
-- http://www.porsche-se.com-- is a holding company engaged in
the car manufacture industry.  The Company's core products are
sports cars and all-terrain vehicles.  The Porsche sports car
range includes the Boxster, the Cayman, the 911 and the Carrera
GT.  The Boxster and the Boxster S are contemporary
reinterpretations of the Company's original roadsters, the 356/1
and the 550 Spyder.  There are several varieties of the 911,
representing the model's continuous evolution.  The Carrera GT has
the race-derived chassis construction and minimum weight.  The
Company's all-terrain models, Cayenne, Cayenne S, Cayenne Turbo
and Cayenne Turbo S are balanced, four-wheel drive vehicles for
on-road and off-road use.  Porsche Automobil Holding SE also
offers financing services, spare parts and accessories for new and
classic models, as well as an approved used car service.


TITAN EUROPE: Moody's Reviews 'Ba3' Rating on Class E Notes
-----------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade these classes of Notes issued by Titan Europe 2006-1
p.l.c. (amounts reflect initial outstandings):

-- EUR112,100,000 Class B Commercial Mortgage Backed Floating
    Rate Notes due 2016 rated Aaa; previously on 23 March 2006
    assigned Aaa;

-- EUR39,760,000 Class C Commercial Mortgage Backed Floating Rate
    Notes due 2016 rated A1; previously on 9 January 2009
    downgraded to A1 from Aa2;

-- EUR46,990,000 Class D Commercial Mortgage Backed Floating Rate
    Notes due 2016 rated Baa2; previously on 9 January 2009
    downgraded to Baa2 from A2; and

-- EUR50,610,000 Class E Commercial Mortgage Backed Floating Rate
    Notes due 2016 rated Ba3; previously on 9 January 2009
    downgraded to Ba3 from Baa3.

Moody's does not rate the Class F, Class G, Class H and the Class
V Notes issued by Titan Europe 2006-1 p.l.c.

Titan Europe 2006-1 p.l.c. represents a true-sale securitisation
of initially 10 and currently 5 commercial mortgage loans
originated by Credit Suisse International that are secured by 26
(initially 56) properties located in Germany.

The review of the ratings on the Class B, Class C, Class D and
Class E Notes has been prompted by a number of factors including:
(1) the payment default on the Mangusta Loan (34% of the current
pool) coupled with continuing insufficient reporting and
cooperation by the borrower; and (2) the insolvency filing of the
parent Arcandor of the tenant in the KQ Warehouse Loan (23% of the
current pool).

The Mangusta Loan was initially secured by 14 commercial
properties mainly located in small to medium sized properties
across Germany.  The current U/W Whole Loan and A-Loan LTV's are
102.5% and 89.8% respectively.  The Servicer only received part of
the required reporting information for Q1 2009.  The financial
statements still contain discrepancies and no updated tenancy
schedules have been provided by the Borrower.  Therefore, the
Servicer has been unable to provide a covenant compliance ratio
since Q1 2008.  Based on a worst case calculation by the servicer,
the U/W Whole Loan DSCR is expected to be at 1.07x which is below
the cash trap trigger of 1.10x.  The cash trap event and the event
of default remain in place.  Currently, there is no cash held as
funds of €125,529 were used to contribute towards debt service
payments in Q1 2009.  In spite of this, the Borrower was unable to
pay debt service in full this quarter, resulting in a payment
shortfall of EUR118,268.45 in Q1 2009.

The KQ Warehouse Loan is secured by two logistic assets located in
Leipzig and Munich.  The Leipzig property is let to Quelle AG,
while the Munich property is let to Karstadt
Vermietungsgesellschaft mbH.  The Loan is the senior portion of
the KQ Warehouse Portfolio Whole Loan.  The current U/W Whole Loan
and A-Loan LTV's are 76.4% and 66.3% respectively.  The DSCR on
the Whole Loan as of Q4 2008 was 1.41x.  In Moody's opinion the
term default risk of the Loan has increased significantly given
the insolvency filing of the tenant's parent and the resulting
uncertainty around the borrower's ability to meet its payment
obligations going forward.

Moody's will undertake an in depth review of the transaction to
assess the impact of the issues discussed, focusing on the
performance of the Mangusta Loan and the developments around the
tenant's parent insolvency in the KQ Warehouse Loan as well as the
other three loans currently remaining in the transaction.


VIVACON AG: Four Units Filed for Insolvency in Cologne Court
------------------------------------------------------------
Four subsidiaries of the group of Vivacon AG (ISIN 000604 8911)
filed for insolvency at the local court in Cologne.  The
subsidiaries are Vivacon Immobilienportfolio XVI./2006 GmbH & Co.
KG, Vivacon Immobilienportfolio III./2007 GmbH & Co. KG, Vivacon
Immobilienportfolio V./2007 GmbH & Co. KG and Vivacon
Immobilienportfolio VII./2007 GmbH & Co. KG.  The reason is the
illiquidity of the subsidiaries.  There is liquidity gap, which
cannot be bridged in the short time according to current forecast
of the management.  The liquidity gap resulted from high vacancy
rates of the real estate assets due to the location.

The four subsidiaries are only focused on residential properties
in Salzgitter and Kassel.  Affected are almost 4,000 residential
units of approximately 10,000 residential units of the Vivacon
group.

The insolvency was filed in the context of the current
restructuring efforts and serve to safeguard liquidity of the
Vivacon group.  A well-known auditing company was mandated to
prepare a restructuring opinion.

Vivacon AG -- http://www.vivacon.de/-- is a Germany-based holding
company of the Vivacon Group, engaged in the real estate sector.
The Vivacon Group focuses on the acquisition and management of
rentable properties, dealing in housing portfolios, asset
management and other real estate-related services, leasing
properties held in the proprietary real estate portfolio, property
development for restored listed housing and designer properties.
The Company's activities are divided into three business sectors:
Investment Management, Asset Management, and Development.  The
Company has representative offices in Hamburg, Berlin, Hannover,
Frankfurt and Munich, Germany.  The Vivacon Group operates through
a number of subsidiaries in Germany and Luxembourg, as well as
through Vivacon CEE in the Czech Republic.  As of July 1, 2008,
the Company sold a residential real estate portfolio with a total
area of more than 130,000 square meters in Western Germany in the
form of a sale of shares in special purpose vehicles.


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STRAUMUR-BURDARAS: Claims Filing Deadline is July 18
----------------------------------------------------
All parties claiming debts of any sort or other rights against
Straumur-Burdaras fjarfestingarbanki hf. have until July 18, 2009,
to file their proofs of claim.

Submissions of claims must be made by mail to the bank's Winding-
Up Board at:

   Borgartun 25
   Reykjavik
   Iceland

A creditors' meeting will be held at 9:30 a.m. on August 6, 2009,
at Hilton Hotel Nordica, Sudurlandsbraut 2 in Reykjavik.

For further information, visit www.straumur.com


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CHEYNE ABS: S&P Withdraws 'D' Ratings on US$178 Mln Note Tranches
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its credit ratings on
all tranches issued by Cheyne ABS Investments I PLC.

S&P has withdrawn the ratings, which S&P previously lowered to 'D'
in November 2008.  Since then, S&P has not received any trustee
reports or further communication regarding the transaction.  The
rating actions are in line with S&P's policy on rating
withdrawals.

                          Ratings List

                   Cheyne ABS Investments I PLC
                 US$178 Million Floating-Rate Notes

                                    Rating
                                    ------
              Class           To                From
              -----           --                ----
              A-1             NR                D
              A-2             NR                D
              B               NR                D
              C               NR                D

                         NR — Not rated.


EUROCASTLE CDO II: S&P Puts 'BB'-Rated Class E Notes on Watch Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
its credit ratings on all tranches issued by Eurocastle CDO II PLC
and Eurocastle CDO III PLC.

These rating actions are due to deterioration in the credit
quality of the underlying portfolios.  In S&P's opinion, portfolio
credit deterioration increases the risk that cash flows may not be
sufficient to fully repay all rated classes, putting downward
pressure on the ratings.

In determining whether to place a collateralized loan obligation
(CLO) tranche rating on CreditWatch negative, S&P consider a
number of factors, including, but not limited to:

  -- The percentage of assets (including any change to this) rated
     below 'B-' based on S&P's analysis, and the percentage of
     defaults already experienced in the portfolios;

  -- S&P's rated overcollateralization (ROC) metric, which
     provides an estimate of rating stability for cash flow
     collateralized debt obligation (CDO) tranches based on output
     from Standard & Poor's CDO Evaluator model and a simplified
     cash flow analysis;

  -- Trends in performance results across similar transactions;
     and

  -- The results of S&P's CDO Monitor test.

The actions primarily follow S&P's preliminary review of how
recent deterioration in collateral credit quality has affected
European CLOs.

                          Ratings List

             Ratings Placed on CreditWatch Negative

                      Eurocastle CDO II PLC
GBP300 Million Senior and Mezzanine Deferrable-Interest Fixed- And
                       Floating-Rate Notes

                                  Rating
                                  ------
              Class       To                    From
              -----       --                    ----
              A-1         AAA/Watch Neg         AAA
              A-2         AAA/Watch Neg         AAA
              B           AA/Watch Neg          AA
              C           A/Watch Neg           A
              D           BBB/Watch Neg         BBB
              E           BB/Watch Neg          BB

                     Eurocastle CDO III PLC
   EUR739.375 Million Senior and Mezzanine Deferrable-Interest
                       Floating-Rate Notes

                                  Rating
                                  ------
              Class       To                    From
              -----       --                    ----
              A-1         AAA/Watch Neg         AAA
              A-2         AAA/Watch Neg         AAA
              B           AA/Watch Neg          AA
              C           A/Watch Neg           A
              D           BBB/Watch Neg         BBB
              E           BB/Watch Neg          BB


EUROCASTLE CDO III: S&P Puts 'BB'-Rated Class E Notes on Watch Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
its credit ratings on all tranches issued by Eurocastle CDO II PLC
and Eurocastle CDO III PLC.

These rating actions are due to deterioration in the credit
quality of the underlying portfolios.  In S&P's opinion, portfolio
credit deterioration increases the risk that cash flows may not be
sufficient to fully repay all rated classes, putting downward
pressure on the ratings.

In determining whether to place a collateralized loan obligation
(CLO) tranche rating on CreditWatch negative, S&P consider a
number of factors, including, but not limited to:

  -- The percentage of assets (including any change to this) rated
     below 'B-' based on S&P's analysis, and the percentage of
     defaults already experienced in the portfolios;

  -- S&P's rated overcollateralization (ROC) metric, which
     provides an estimate of rating stability for cash flow
     collateralized debt obligation (CDO) tranches based on output
     from Standard & Poor's CDO Evaluator model and a simplified
     cash flow analysis;

  -- Trends in performance results across similar transactions;
     and

  -- The results of S&P's CDO Monitor test.

The actions primarily follow S&P's preliminary review of how
recent deterioration in collateral credit quality has affected
European CLOs.

                          Ratings List

             Ratings Placed on CreditWatch Negative

                      Eurocastle CDO II PLC
GBP300 Million Senior and Mezzanine Deferrable-Interest Fixed- And
                       Floating-Rate Notes

                                  Rating
                                  ------
              Class       To                    From
              -----       --                    ----
              A-1         AAA/Watch Neg         AAA
              A-2         AAA/Watch Neg         AAA
              B           AA/Watch Neg          AA
              C           A/Watch Neg           A
              D           BBB/Watch Neg         BBB
              E           BB/Watch Neg          BB

                     Eurocastle CDO III PLC
   EUR739.375 Million Senior and Mezzanine Deferrable-Interest
                       Floating-Rate Notes

                                  Rating
                                  ------
              Class       To                    From
              -----       --                    ----
              A-1         AAA/Watch Neg         AAA
              A-2         AAA/Watch Neg         AAA
              B           AA/Watch Neg          AA
              C           A/Watch Neg           A
              D           BBB/Watch Neg         BBB
              E           BB/Watch Neg          BB


SETANTA SPORTS: At Risk of Going Into Administration Today
----------------------------------------------------------
Ciaran Hancock at the Irish Times reports that Setanta Sports
could be placed into administration today, June 22, by its
directors after a proposed GBP20 million investment by wealthy
industrialist Len Blavatnik collapsed Friday.

According to the Irish Times, accounting firm Deloitte has been
lined up to act as administrator to Setanta Sport Holdings Ltd
(SSH), the broadcaster's main trading company.  SSH employs about
430 people, including 200 in Dublin, who work for Setanta Sports
Ireland, the Irish Times discloses.  The Irish Times says if
Setanta is placed into administration, the Irish business, which
held rights to 79 live Premier League games in England for the
coming season, will fall under the control of Deloitte.
Salamander Davoudi at the Financial Times reports in the event of
administration, the equity investments of Setanta's shareholders,
which include founders Michael O'Rourke and Leonard Ryan, Doughty
Hanson and Balderton Capital, the private equity group, and
Goldman Sachs, the investment bank, would be wiped out.

The Irish Times relates Setata lost its rights on Friday to 46
live Premier League games in the UK for the 2009/10 season
after it missed payment of GBP10 million to the league.  The FT
states these these rights are its most valuable asset, as they are
the main attraction for many subscribers.  The FT discloses
broadcasters have until today to bid for the rights to Setanta's
46 English Premier League games.

As reported in the Troubled Company Reporter-Europe on June 9,
2009, The Sunday Times said Setanta which has 1.2 million
customers, got into trouble when it won the rights to screen only
23 Premier League fixtures per season from 2010, raising doubts
over its future viability.

Setanta Sports -- http://www.setanta.com/-- is an international
sports broadcaster with operations in Great Britain, Ireland,
Luxembourg, USA, Canada and Australia.  It owns and operates
premium sports TV channels that are made available on a
subscription basis to residential and commercial customers through
satellite, cable, digital terrestrial, broadband and mobile
distribution.


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


FIAT SPA: To End Car Production at Termini Plant and Cut CNH Jobs
-----------------------------------------------------------------
Marco Bertacche and Flavia Krause-Jackson at Bloomberg News report
that Fiat SpA plans to end car production at its Termini Imerese
car plant in Sicily and cut jobs at three plants of its CNH Global
NV agricultural and construction-equipment unit to help reduce
costs.

Bloomberg News relates Fiat said it will use the the Termini
plant, which employs 1,400 people, for "other production" after
2011.  According to Bloomberg News, the Italian automaker will
keep producing the Lancia Ypsilon model at the plant through 2011.
Bloomberg News recalls Fiat has idled the Sicilian plant for five
of the past eight months as it cut production by half to counter
sliding demand.

                              CNH

Fiat, Bloomberg News discloses, will cut jobs at CNH's three
construction equipment plants in Italy after "a very negative
impact of a plunge in demand."  Bloomberg News recounts Fiat,
which runs five auto plants in Italy with a workforce of 31,000,
said April 23 it would reduce as much as 15 percent of personnel
at CNH, which accounts for about 40 percent of its operating
income.

In a separate report Bloomberg News, citing a government official,
states Fiat has reassured Italian Prime Minister Silvio Berlusconi
that car production won't be moved from Italian plants.

                         About Fiat SpA

Headquartered in Turin, Italy, Fiat SpA (BIT:F) --
http://www.fiatgroup.com/-- is principally engaged in the design,
manufacture and sale of automobiles, trucks, wheel loaders,
excavators, telehandlers, tractors and combine harvesters.
Through its subsidiaries, Fiat operates mainly in five business
areas: Automobiles, including sectors led by Maserati SpA, Ferrari
SpA and Fiat Group Automobiles SpA, which design, produce and sell
cars under the Fiat, Alfa Romeo, Lancia, Fiat Professional,
Abarth, Ferrari and Maserati brands; Agricultural and Construction
Equipment, which is led by Case New Holland Global NV; Trucks and
Commercial Vehicles, which is led by Iveco SpA; Components and
Production Systems, which includes the sectors led by Magneti
Marelli Holding SpA, Teksid SpA, Comau SpA and Fiat Powertrain
Technologies SpA, and Other Businesses, which includes the sectors
led by Fiat Services SpA, a publishing house Editrice La Stampa
SpA and an advertising agency Publikompass SpA.

                         *     *     *

As reported in the Troubled Company Reporter-Europe on June 16,
2009, Standard & Poor's Ratings Services said that its 'BB+' long-
term corporate credit rating on Italian industrial group Fiat SpA
remains on CreditWatch with negative implications, where it was
placed on Jan. 22, 2009.  At the same time, the 'B' short-term
corporate credit rating was affirmed.


WIND ACQUISITION: Fitch Puts 'BB' Senior Notes Rating on Watch Neg
------------------------------------------------------------------
Fitch Ratings has placed Wind Acquisition Finance SA's senior
notes, rated 'BB', on Rating Watch Negative.  The rating action
reflects the announcement by Wind Telecomunicazioni SpA's that it
is seeking consent from its senior lenders, second lien holders
and bondholders to raise an additional EUR2.7 billion in notes
which would rank equally with WAF's existing senior notes.  The
additional fund raising is being initiated to refinance the PIK
notes issued by Wind Acquisition Holdings Finance, and to pay a
EUR500 million dividend to shareholders.

Fitch has simultaneously affirmed Wind's Long-term Issuer Default
Rating at 'BB-' and revised the Outlook to Stable from Positive.
The agency has affirmed Wind's Short-term IDR at 'B'.  Fitch has
also affirmed the instrument ratings of Wind's senior bank
facility and the second lien notes issued by Wind Finance SL S.A.
at 'BB+' respectively.

The proposed issue of new senior notes ranking equally to WAF's
existing senior notes would increase the leverage for this
creditor class to 4.6x from 3.2x at Q109 (the existing PIK notes
are subordinated to the senior notes).  Fitch notes that this
would materially weaken the estimated level of recoveries for the
senior note creditors, as the creditor class would have expanded,
and drives the Rating Watch Negative which has been applied to
WAF's existing senior notes.  Should the proposed amendments and
new issuance go ahead as proposed, the existing senior notes'
rating could be downgraded by up to two notches.

Wind's announcement regarding its senior loan and senior note
amendment request, and the proposed issuance of new senior notes
to refinance the PIK notes, if successful, would help the company
to address the EUR2 billion debt repayment which otherwise falls
due in 2011, and the resulting debt profile would be much more
back-ended.  However, in addition to the prepayment of the PIK
instrument, Wind has requested consent for a one-off EUR500
million dividend to its parent, Weather Investments, in order to
help meet that company's upcoming debt service requirements.  This
would result in an increase in overall debt levels for Wind.  On a
pro forma basis for the proposed amendment and new issuance, Fitch
estimates that total net leverage would increase to 4.6x EBITDA
compared with 4.3x (including the PIK instrument) at Q109.  Such a
level of net leverage would nonetheless remain commensurate with
the current rating level, and thus supports the affirmation of the
Long-term IDR at 'BB-'.

The requirement for lender and investor consent in order to
upstream cash from Wind in the form of a dividend to the WAHF
level (and beyond, to Weather Investments) has led Wind to offer
an increase in the interest margins and senior notes coupons on
the existing debt instruments, as well as an upfront fee in return
for the consents.  The increased interest payable, which would
result from both the increase on the existing facilities and the
new cash-pay coupon on the proposed EUR2.7 billion note issuance,
would make a significant difference to Wind's historically strong
free cash flow generation and slow its pace of deleveraging going
forward.  EBITDA to net interest coverage levels would decline pro
forma for the transaction to an estimated 2.5x from 4.0x for
FYE08.  In addition, Wind has issued guidance for an increase in
capital expenditures (albeit still within the covenanted levels
set out in its senior loan facility documentation) which, while
operationally beneficial, will further reduce the free cash flow
available for debt service.  The anticipated slower pace of
deleveraging resulting from the expected lower FCF generation
drives the revision of Wind's rating Outlook to Stable from
Positive.  Fitch also notes that the proposed transaction signals
the potential for heightened event risk in the context of
shareholder friendly actions, a risk that is better reflected by
the new rating.

The instrument ratings are:

  -- Wind Telecomunicazioni SpA senior secured facilities:
     affirmed at 'BB+';

  -- Wind Finance SL S.A. second lien facilities: affirmed at
     'BB+';

  -- Wind Acquisition Finance S.A. senior notes: 'BB'; placed on
     Rating Watch Negative


WIND TELECOMUNICAZIONI: To Sell EUR2.7 Billion of Debt
------------------------------------------------------
Ainsley Thomson and Kate Haywood at the Wall Street Journal report
that Wind Telecomunicazioni SpA plans to sell EUR2.7 billion
(US$2.76 billion) of debt.

Wind on Thursday asked its lenders to consent to its issuing the
new high-yield bond, the WSJ relates.  John Glover at Bloomberg
News reports Wind said in a statement it is seeking permission to
issue the new notes from investors in Wind Acquisition Finance
SA's EUR950 million of 9.75 percent senior notes and
US$650 million of 10.75 percent senior bonds due 2015.

The bond, the WSJ says, is expected to be split into euro-
denominated and dollar-denominated portions.  According to the
WSJ, proceeds will be used to refinance EUR2 billion payment-in-
kind, or PIK, loans that mature in 2011.  Wind, which is rated
Ba3by Moody's Investors Service and BB- by Standard & Poor's and
Fitch Ratings, will also pay a EUR500 million dividend to Weather
Investments SpA, one of the vehicles used by Egyptian financier
Naguib Sawiris to acquire Wind in 2005 for roughly EUR12 billion.
The bond is expected to be launched in early July, so that the
cash can be raised ahead of the next rollover date for the PIK
notes, which is July 20, the WSJ notes citing one person familiar
with the matter.

Deutsche Bank AG, Credit Suisse Group and Royal Bank of Scotland
Group PLC have been hired as senior bookrunners, the WSJ states.

The WSJ discloses according to data provider Dealogic, the sale
will be Europe's largest high-yield bond since an October 2006
offering from NXP Semiconductors, owned by Kohlberg Kravis
Roberts.

Heaqquartered in Rome, Italy, Wind Telecomunicazioni SpA --
http://www.wind.it-- provides telecom services throughout the
country.  The company is also a top ISP, serving nearly 2 million
dial-up and broadband subscribers.  Wind sells consumer mobile
services, as well as phones and accessories, under the WIND brand
from more than 4,000 third-party retail locations, and about 270
Wind franchises.  Fixed-line voice and Internet services are sold
under the Infostrada banner.  Chairman Naguib Onsi Naguib Sawiris
controls the company through his 88% stake in Weather Investments
which owns Wind.


WIND TELECOMUNICAZIONI: Fitch Affirms 'BB+' Senior Secured Rating
-----------------------------------------------------------------
Fitch Ratings has placed Wind Acquisition Finance SA's senior
notes, rated 'BB', on Rating Watch Negative.  The rating action
reflects the announcement by Wind Telecomunicazioni SpA's that it
is seeking consent from its senior lenders, second lien holders
and bondholders to raise an additional EUR2.7 billion in notes
which would rank equally with WAF's existing senior notes.  The
additional fund raising is being initiated to refinance the PIK
notes issued by Wind Acquisition Holdings Finance, and to pay a
EUR500 million dividend to shareholders.

Fitch has simultaneously affirmed Wind's Long-term Issuer Default
Rating at 'BB-' and revised the Outlook to Stable from Positive.
The agency has affirmed Wind's Short-term IDR at 'B'.  Fitch has
also affirmed the instrument ratings of Wind's senior bank
facility and the second lien notes issued by Wind Finance SL S.A.
at 'BB+' respectively.

The proposed issue of new senior notes ranking equally to WAF's
existing senior notes would increase the leverage for this
creditor class to 4.6x from 3.2x at Q109 (the existing PIK notes
are subordinated to the senior notes).  Fitch notes that this
would materially weaken the estimated level of recoveries for the
senior note creditors, as the creditor class would have expanded,
and drives the Rating Watch Negative which has been applied to
WAF's existing senior notes.  Should the proposed amendments and
new issuance go ahead as proposed, the existing senior notes'
rating could be downgraded by up to two notches.

Wind's announcement regarding its senior loan and senior note
amendment request, and the proposed issuance of new senior notes
to refinance the PIK notes, if successful, would help the company
to address the EUR2 billion debt repayment which otherwise falls
due in 2011, and the resulting debt profile would be much more
back-ended.  However, in addition to the prepayment of the PIK
instrument, Wind has requested consent for a one-off EUR500
million dividend to its parent, Weather Investments, in order to
help meet that company's upcoming debt service requirements.  This
would result in an increase in overall debt levels for Wind.  On a
pro forma basis for the proposed amendment and new issuance, Fitch
estimates that total net leverage would increase to 4.6x EBITDA
compared with 4.3x (including the PIK instrument) at Q109.  Such a
level of net leverage would nonetheless remain commensurate with
the current rating level, and thus supports the affirmation of the
Long-term IDR at 'BB-'.

The requirement for lender and investor consent in order to
upstream cash from Wind in the form of a dividend to the WAHF
level (and beyond, to Weather Investments) has led Wind to offer
an increase in the interest margins and senior notes coupons on
the existing debt instruments, as well as an upfront fee in return
for the consents.  The increased interest payable, which would
result from both the increase on the existing facilities and the
new cash-pay coupon on the proposed EUR2.7 billion note issuance,
would make a significant difference to Wind's historically strong
free cash flow generation and slow its pace of deleveraging going
forward.  EBITDA to net interest coverage levels would decline pro
forma for the transaction to an estimated 2.5x from 4.0x for
FYE08.  In addition, Wind has issued guidance for an increase in
capital expenditures (albeit still within the covenanted levels
set out in its senior loan facility documentation) which, while
operationally beneficial, will further reduce the free cash flow
available for debt service.  The anticipated slower pace of
deleveraging resulting from the expected lower FCF generation
drives the revision of Wind's rating Outlook to Stable from
Positive.  Fitch also notes that the proposed transaction signals
the potential for heightened event risk in the context of
shareholder friendly actions, a risk that is better reflected by
the new rating.

The instrument ratings are:

  -- Wind Telecomunicazioni SpA senior secured facilities:
     affirmed at 'BB+';

  -- Wind Finance SL S.A. second lien facilities: affirmed at
     'BB+';

  -- Wind Acquisition Finance S.A. senior notes: 'BB'; placed on
     Rating Watch Negative


WIND TELECOMUNICAZIONI: S&P Affirms 'BB-' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'BB-' long-term corporate credit rating on Italy's second-largest
integrated alternative telecoms operator, Wind Telecomunicazioni
SpA.  The outlook is stable.  At the same time, Standard & Poor's
affirmed its 'BB' ratings on Wind's senior secured and second-lien
bonds, and its 'BB-' ratings on the third-lien notes issued by
Wind Acquisition Finance S.A.  The recovery ratings are unchanged
at '2' on the secured debt and '4' on the existing subordinated
debt.

The affirmation follows Wind's launch of a consent solicitation
asking existing senior unsecured noteholders to allow it to issue
EUR2.7 billion of new subordinated notes and to use the proceeds
to fully repay the existing EUR2 billion payment-in-kind loan
located at parent company Wind Acquisition Holdings Finance SpA;
upstream EUR500 million to the holding company, Weather
Investments SpA; and pay for transaction costs.  The new notes
would mature in or after 2017 and rank pari passu with the
existing third-lien notes.

"The affirmation reflects the benefits S&P see for the group in
getting rid of the complexity of the very large PIK loan and of
the refinancing risk posed by this loan's maturity in December
2011," said Standard & Poor's credit analyst Leandro de Torres
Zabala.

S&P believes that these positives outweigh some of the
transaction's accompanying negative effects, such as the
depressing impact of additional cash-pay interest expenses on the
group's future cash flow generation profile and the aggressive
financial policy, in S&P's view, reflected in the planned
upstreaming of part of the proceeds to Weather to address its
refinancing issues.

The rating on Wind, not factoring in the proposed transaction, is
constrained by S&P's view of the complex capital and shareholding
structures of Wind and the wider Weather group, which S&P believes
heighten refinancing risk.  The rating is supported by S&P's view
of Wind's continued strong operating performance, of its solid
good cash flow generation, and of the limitations included in the
debt documentation on Wind's ability to upstream cash to the
Weather group. Importantly, S&P expects no modification to these
limitations as a result of the proposed transaction; this should,
in S&P's view, facilitate debt amortization at Wind post-
transaction.

Pro forma for the proposed transaction, S&P would expect Wind's
Standard & Poor's-adjusted ratio of gross debt (which already took
into account the PIK loan) to 2008 EBITDA to increase only
slightly, to about 5.0x, from 4.7x pre-transaction.

The stable outlook factors in a successful refinancing by Wind of
its parent company's PIK debt in the near term and according to
the terms detailed above.

"It also assumes that Wind will continue to perform strongly,
particularly in mobile telephony services, resulting in
significant free operating cash flow generation (though
significantly more modest in 2009 due to transaction costs) that
the group will primarily dedicate to reducing the still-high debt
at the Wind level," said Mr. de Torres.

The rating would likely come under pressure if Wind were unable to
refinance its PIK loan in the near term.  S&P could also see
pressure building up in the event of unexpected operating
underperformance or management's unexpected adoption of what S&P
would consider to be a more aggressive financial policy.

S&P sees no upside rating potential at this stage, given Wind's
current refinancing needs and the leverage S&P would expect post-
transaction.


* Moody's Reviews 'D+' BFSRs of Three Italian Banks for Downgrade
-----------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the bank financial strength ratings or long-term debt
and deposit ratings of 21 Italian banks and financial
institutions, out of its rated universe of 47 institutions in
Italy.  At the same time the rating agency affirmed the BFSRs and
long-term deposit and debt ratings of 20 Italian banks, and placed
the long-term deposit ratings of two banks on review for possible
upgrade.

The rating agency said that in most cases there would be only a
limited impact, with most downgrades being limited to a single
notch.  "While Moody's outlook for the Italian banking system is
currently negative, Moody's see the potential downside for the
financial fundamentals and ratings of the country's banks as being
significantly more limited than has been the case for some other
major European banking systems," said Henry MacNevin, a Moody's
Senior Vice President and Team Leader for Moody's Italian bank
ratings, based in Milan.

Moody's said that it expects to conclude its reviews for most of
these in the coming weeks.

Moody's said that these reviews for possible downgrade have been
prompted by its view that the operating environment faced by the
Italian banks has deteriorated significantly, as reflected by the
change in its outlook for the Italian banking system to negative
from stable in May 2009.  As a result Moody's said that it expects
banks' financials to come under pressure.  Revenues in key
businesses, including asset management and investment banking are
likely to continue to weigh negatively on profitability.  At the
same time asset quality is expected to see the deteriorating trend
of recent months continue, leading to higher credit losses than
previously incorporated in the ratings, further straining
profitability and capitalisation.  Pressure on asset quality
across all asset classes is coming from the recession in Italy,
which is expected to continue throughout 2009, with the economy
likely to see stagnation in 2010, coupled with negative prospects
for the labour market.  The rating agency however added that these
conditions are likely to lead, over time, to only relatively
limited adjustments to ratings in the Italian banking system.

"While expecting increased pressure on many banks' financial
fundamentals Moody's also believe that the likelihood of support
by the Italian government has increased during this period of
exceptional systemic stress in the banking sectors globally", said
Henry MacNevin.  This should result in a more moderate impact on
the debt and deposit ratings of many, even small, banks, compared
to a potentially slightly greater rating impact on BFSRs, which
measure solely their stand-alone financial strength.  Moody's also
pointed out that the need for, and accordingly the extent of,
support measures from the Italian state had been quite limited.

            Review of Bank Financial Strength Ratings

According to Moody's the reviews on the banks' BFSRs will focus on
the extent to which factors such as more modest profitability,
weaker asset quality, and lower capital adequacy in particular,
leave them more exposed to the current economic downturn,
particularly where this may also be combined with exposure to
riskier sectors, such as real estate (real estate developers,
construction companies etc.), or where a bank operates in a
country or region with weaker economic conditions.

Moody's BFSR methodology remains unchanged, though the weight
attached to certain rating considerations, particularly capital
and future earnings prospects, has been increased to better
reflect the impact of the current crisis.  The refinement to
Moody's approach to rating banks in this environment is discussed
in a Special Comment titled "Calibrating Bank Ratings in the
Context of the Global Financial Crisis", which was published in
February 2009.

            Review of Senior Debt and Deposit Ratings

Moody's expects the downgrades of the senior debt and deposit
ratings in most cases to be limited to one, or at most two
notches. "Demonstrated or anticipated government support continues
to underpin deposit and senior debt ratings for the Italian
banks", says Moody's MacNevin.  "This is in line with Moody's
expectation that banks in highly rated countries will receive, or
are likely to receive, support depending on their level of
systemic importance.  "The rating agency added that this
expectation of support underlies the reviews for possible upgrade
on two Italian banks.

In reviewing the deposit and senior debt ratings, Moody's will
consider (i) the support currently available to the banks, as well
as the probability of support once stability returns to the
markets and the system, (ii) the systemic importance of the rated
institutions, (iii) the banks' intrinsic financial strength, (iv)
other sources of external support, in particular group support for
the co-operative credit banks and parental support.

                       Rating Affirmations

In addition to the banks placed on review, Moody's affirmed the
long-term debt and deposit ratings and BFSRs of 20 banks,
believing that those institutions can absorb a level of stress
beyond Moody's expected loss assumptions and remain appropriately
capitalised at their current rating level.

         Review For Upgrade Of Long-Term Deposit Ratings

Moody's also placed on review for upgrade -- likely to be limited
to one notch -- the long-term deposit ratings of two banks
(Credito Valtellinese and its subsidiary Bancaperta).  The rating
agency said that this reflects its revised expectation of systemic
support for these banks in the current economic and financial
markets conditions, as well as the growth and increased systemic
importance of these banks in recent years.

    Review For Possible Downgrade of Short-Term Deposit Ratings

Moody's placed on review for possible downgrade the Prime-1 short-
term deposit ratings of 5 banks, for which all other ratings were
affirmed.  These banks are all rated A3 for short-term deposits.
The rating agency said that the review will focus on whether, in
current market and funding conditions, a Prime-1 short-term
deposit rating remains compatible with these banks rated at the A3
level.

                    Rating Actions In Summary

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

1) Banca Agrileasing SpA.:

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

  -- A3 long-term deposit and senior unsecured ratings under
     review for possible downgrade;

  -- Baa1 subordinate ratings under review for possible downgrade;

  -- P-2 short-term deposit rating affirmed.

2) Banca Carige S.p.A.:

  -- BFSR of C- affirmed with stable outlook;

  -- A2 long-term deposit and issuer ratings affirmed with stable
     outlook;

  -- P-1 short-term deposit rating affirmed.

3) Banca CR Firenze S.p.A.:

  -- BFSR of C under review for possible downgrade;

  -- Aa3 long-term deposit, senior unsecured and issuer ratings
     under review for possible downgrade;

  -- A1 subordinate ratings under review for possible downgrade;

  -- P-1 short-term deposit rating affirmed.

4) Banca della Marca Credito Cooperativo:

  -- BFSR of C- affirmed with stable outlook;

  -- A3 long-term deposit rating affirmed with stable outlook;

  -- P-1 short-term deposit rating under review for possible
     downgrade;

5) Banca Delle Marche S.p.A.:

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

  -- A2 long-term deposit and senior unsecured ratings under
     review for possible downgrade;

  -- A3 subordinate ratings under review for possible downgrade;

  -- P-1 short-term rating under review for possible downgrade.

6) Banca IMI SpA.:

  -- BFSR of C- affirmed with stable outlook;

  -- Aa3 long-term deposit and senior unsecured ratings affirmed
     with stable outlook;

  -- A1 subordinate ratings affirmed with stable outlook;

  -- P-1 short-term deposit rating affirmed.

7) Banca Infrastrutture Innovazione e Sviluppo:

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

  -- Aa3 long-term deposit rating under review for possible
     downgrade;

  -- P-1 short-term deposit rating affirmed.

8) Banca Italease S.p.A.:

  -- BFSR of E+ affirmed with stable outlook;

  -- Ba1 long-term deposit and senior unsecured ratings remain
     under review for possible upgrade;

  -- Ba2 subordinate ratings remain under review for possible
     upgrade;

  -- NP short-term deposit rating remains under review for
     possible upgrade.

9) Banca Monastier e del Sile:

  -- BFSR of C- affirmed with stable outlook;
  -- A3 deposit rating affirmed with stable outlook;
  -- P-1 short-term rating under review for possible downgrade.

10) Banca Monte dei Paschi di Siena S.p.A.:

  -- BFSR of C under review for possible downgrade;

  -- Aa3 long-term deposit and senior unsecured ratings under
     review for possible downgrade;

  -- A1 subordinate ratings under review for possible downgrade;

  -- P-1 short-term deposit and other short-term debt ratings
     affirmed.

11) Banca Nazionale Del Lavoro S.P.A.:

  -- BFSR of C under review for possible downgrade;

  -- Aa2 long-term deposit and issuer ratings under review for
     possible downgrade;

  -- Aa3 subordinate ratings under review for possible downgrade;

  -- P-1 short-term deposit rating affirmed.

12) Banca Popolare dell'Alto Adige-Suedtiroler Volksbank:

  -- BFSR of C under review for possible downgrade;

  -- A1 long-term deposit and senior unsecured ratings under
     review for possible downgrade;

  -- A2 subordinate ratings under review for possible downgrade;

  -- P-1 short-term deposit rating affirmed.

13) Banca Popolare di Cividale ScpA:

  -- BFSR of C- affirmed with stable outlook;

  -- A3 long-term deposit and senior unsecured ratings affirmed
     with stable outlook;

  -- Baa1 subordinate ratings affirmed with stable outlook;

  -- P-2 short-term deposit rating affirmed.

14) Banca Popolare di Marostica Scpaarl:

  -- BFSR of C affirmed with stable outlook;
  -- A2 long-term deposit rating affirmed with stable outlook;
  -- P-1 short-term deposit rating affirmed.

15) Banca Popolare di Milano S.C.a.r.l.:

  -- BFSR of C under review for possible downgrade;

  -- A1 long-term deposit, senior unsecured and issuer ratings
     under review for possible downgrade;

  -- A2 subordinate ratings under review for possible downgrade;

  -- A3 preferred stock rating under review for possible
     downgrade.

  -- P-1 short-term deposit and other short-term debt ratings
     affirmed.

16) Banca Popolare di Spoleto:

  -- BFSR of C- affirmed with stable outlook;

  -- A3 long-term deposit rating affirmed with stable outlook;

  -- P-1 short-term deposit rating under review for possible
     downgrade.

17) Banca Popolare Friuladria:

  -- BFSR of C affirmed with stable outlook;

  -- Aa3 long-term deposit rating affirmed with stable outlook;

  -- P-1 short term deposit rating affirmed.

18) Banca Sella Holding:

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

  -- A2 long-term deposit and senior unsecured ratings under
     review for possible downgrade;

  -- A3 subordinate ratings under review for possible downgrade;

  -- P-1 short-term deposit rating under review for possible
     downgrade.

19) Banca Tercas:

  -- BFSR of C- affirmed with stable outlook;

  -- A3 long-term deposit rating affirmed with stable outlook;

  -- P-1 short-term deposit rating under review for possible
     downgrade.

20) Bancaperta S.P.A.:

  -- BFSR of C- affirmed with stable outlook;

  -- Baa1 long-term deposit and senior unsecured ratings under
     review for possible upgrade;

  -- Baa2 subordinate ratings under review for possible upgrade;

  -- P-2 short-term deposit rating affirmed.

21) BancApulia S.p.A.:

  -- D+ BFSR under review for possible downgrade;
  -- Baa2 long-term deposit rating with negative outlook affirmed;
  -- P-2 short-term deposit rating affirmed.

22) Banco Popolare Societa Cooperativa:

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

  -- A2 long-term, senior unsecured and issuer ratings remain
     under review for possible downgrade;

  -- A3 subordinate ratings remain under review for possible
     downgrade;

  -- Baa1 preferred stock rating remains under review for possible
     downgrade;

  -- P-1 short-term deposit and commercial paper ratings remain
     under review for possible downgrade.

23) Cassa dei Risparmi di Forli e della Romagna Spa:

  -- BFSR of C- affirmed with stable outlook;

  -- A1 long-term deposit and senior unsecured ratings affirmed
     with stable outlook;

  -- A2 subordinate ratings affirmed with stable outlook;

  -- P-1 short-term deposit rating affirmed.

24) Cassa di Risparmio di Bolzano-Suedtiroler Sparkasse:

  -- BFSR of C- affirmed with stable outlook;

  -- A2 long-term deposit and senior unsecured ratings affirmed
     with negative outlook;

  -- A3 subordinate ratings affirmed with negative outlook;

  -- P-1 short-term deposit rating affirmed.

25) Cassa di Risparmio Della Provincia di Chieti:

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

  -- Baa1 long-term deposit and senior unsecured ratings under
     review for possible downgrade;

  -- P-2 short-term deposit rating affirmed.

26) Cassa di Risparmio di Ferrara S.p.A:

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

  -- A3 long-term deposit senior unsecured and issuer ratings
     under review for possible downgrade;

  -- Baa1 subordinate ratings under review for possible downgrade.

  -- P-1 short-term deposit rating under review for possible
     downgrade.

27) Cassa Di Risparmio Di Parma E Piacenza S.P.A.:

  -- BFSR of C+ affirmed with stable outlook;

  -- Aa3 long-term deposit and senior unsecured ratings affirmed
     with stable outlook;

  -- P-1 short-term deposit rating affirmed.

28) Credito Valtellinese:

  -- BFSR of C- affirmed with stable outlook;

  -- Baa1 long-term deposit and senior unsecured ratings under
     review for possible upgrade;

  -- Baa2 subordinate ratings under review for possible upgrade;

  -- P-2 short-term deposit and other short-term debt ratings
     affirmed.

29) Dexia Crediop S.p.A.:

  -- BFSR of C- affirmed with stable outlook;

  -- A2 long-term deposit and senior unsecured ratings with
     negative outlook affirmed;

  -- A3 subordinate ratings with negative outlook affirmed;

  -- P-1 short-term deposit rating affirmed.

30) Efibanca S.p.A.:

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

  -- Baa1 long-term deposit and senior unsecured ratings remain
     under review for possible downgrade;

  -- A3 backed subordinate ratings remain under review for
     possible downgrade;

  -- P-2 short-term deposit rating remains under review for
     possible downgrade;

  -- P-1 backed short-term debt rating remains under review for
     possible downgrade.

31) Interbanca S.p.A:

  -- BFSR of D+ under review for possible downgrade;

  -- A3 long-term deposit and senior unsecured ratings under
     review for possible downgrade;

  -- P-2 short-term deposit and other short-term debt ratings
     affirmed.

32) Intesa Sanpaolo Spa:

  -- BFSR of B- affirmed with negative outlook;

  -- Aa2 long-term deposit, senior unsecured and issuer ratings
     affirmed with stable outlook;

  -- Aa3 subordinate ratings affirmed with stable outlook;

  -- A1 junior subordinate and preferred stock ratings affirmed
     with stable outlook;

  -- P-1 short-term deposit and other short-term debt ratings
     affirmed.

33) Mediocredito Trentino-Alto Adige S.p.A.:

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

  -- A1 long-term deposit rating under review for possible
     downgrade;

  -- P-1 short-term deposit rating affirmed.

34) Meliorbanca S.p.A.:

  -- BFSR of D affirmed with stable outlook;
  -- Baa3 long-term deposit rating affirmed with stable outlook;
  -- P-3 short-term deposit rating affirmed.

35) MPS Capital Services:

  -- BFSR of D+ under review for possible downgrade;

  -- A1 long-term deposit rating under review for possible
     downgrade;

  -- P-1 short-term deposit rating affirmed.

36) Santander Consumer Bank S.p.A.:

  -- BFSR of C under review for possible downgrade;

  -- A1 long-term deposit and senior unsecured ratings under
     review for possible downgrade;

  -- A2 subordinate ratings under review for possible downgrade;

  -- P-1 short-term deposit rating under review for possible
     downgrade.

37) UGF Banca:

  -- BFSR of D+ affirmed with stable outlook;

  -- Baa1 long-term deposit rating affirmed with negative outlook;

  -- P-2 short-term deposit rating affirmed.

38) Unibanca S.p.A:

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

  -- A3 long-term deposit and senior unsecured ratings under
     review for possible downgrade;

  -- P-1 short-term deposit rating under review for possible
     downgrade.

39) UniCredit Family Financing Bank SpA:

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

  -- Aa3 long-term deposit rating under review for possible
     downgrade;

  -- P-1 short-term deposit rating affirmed.

40) UniCredit Leasing S.p.A.:

  -- A1 issuer rating under review for possible downgrade;
  -- P-1 short-term issuer rating affirmed.

41) UniCredit MedioCredito Centrale S.p.A.:

  -- BFSR of C- affirmed with stable outlook;
  -- A1 long-term deposit rating affirmed with stable outlook;
  -- P-1 short-term deposit rating affirmed.

42) UniCredit SpA:

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

  -- Aa3 long-term deposit and senior unsecured ratings affirmed
     with stable outlook;

  -- A1 subordinate ratings affirmed with stable outlook;

  -- P-1 short-term deposit and other short-term debt ratings
     affirmed.

43) Unione di Banche Italiane S.c.p.A.:

  -- BFSR of C under review for possible downgrade;

  -- A1 long-term deposit, senior unsecured and issuer ratings
     affirmed with stable outlook;

  -- A2 subordinate ratings affirmed with stable outlook;

  -- P-1 short-term and other short-term debt ratings affirmed.

            Previous Rating Actions and Methodologies

(Please note that this press release does not deal with possible
implications for the covered bond ratings of Italian banks)

The previous rating action on Banca Agrileasing was in April 2007,
when JDA and BFSR methodologies were implemented.

Banca Agrileasing is headquartered in Rome, Italy.  At December
31, 2008, it had total assets of EUR9 billion.

The previous rating action on Banca Carige was in April 2007, when
JDA and BFSR methodologies were implemented.

Banca Carige is headquartered in Genoa, Italy.  At December 31,
2008, it had total assets of EUR32 billion.

The previous rating action on Banca della Marca Credito
Cooperativo was in April 2008, when the bank's ratings were
assigned.

Banca della Marca Credito Cooperativo is headquartered in Orsago,
Italy.  At December 31, 2008 it had total assets of EUR2 billion.

The previous rating action on Banca delle Marche was in April
2007, when JDA and BFSR methodologies were implemented.

Banca delle Marche is headquartered in Jesi, Italy.  At December
31, 2008 it had total assets of EUR19 billion.

The previous rating action on Banca IMI was in December 2007, when
the bank's BFSR was upgraded to C- from D+.

Banca IMI is headquartered in Milan, Italy. At December 31, 2008
it had total assets of EUR82 billion.

The previous rating action on Banca CR Firenze was in January
2008, when the bank's long-term deposit rating was upgraded to Aa3
from A1, after acquisition by Intesa Sanpaolo.

Banca CR Firenze is headquartered in Florence, Italy.  At
December 31, 2008 it had total assets of EUR40 billion.

The previous rating action on Banca Infrastrutture Innovazione e
Sviluppo was in December 2007, when the bank's ratings were
affirmed.

Banca Infrastrutture Innovazione e Sviluppo is headquartered in
Rome, Italy.  At December 31, 2008 it had total assets of
EUR45 billion.

The previous rating action on Banca Italease was in March 2009,
when the bank's BFSR was downgraded to E+ from D-, and the other
ratings were put under review for possible upgrade.

Banca Italease is headquartered in Milan, Italy.  At December 31,
2008 it had total assets of EUR31 billion.

The previous rating action on Banca Monastier e del Sile was in
April 2007, when the bank's ratings were assigned.

Banca Monastier e del Sile is headquartered in Monastier di
Treviso, Italy.  At 31 December 2008 it had total assets of
EUR1 billion.

The previous rating action on Banca Monte dei Paschi di Siena was
in June 2008, when the bank's BFSR was downgraded to C.

Banca Monte dei Paschi di Siena is headquartered in Siena, Italy.
At December 31, 2008 it had total assets of EUR214 billion.

The previous rating action on Banca Nazionale del Lavoro was in
January 2009, when the bank's outlook was changed to negative from
stable.

Banca Nazionale del Lavoro is headquartered in Rome, Italy.  At
December 31, 2008 it had total assets of EUR90 billion.

The previous rating action on Banca Popolare dell'Alto Adige --
Suedtiroler Volksbank was in April 2007, when JDA and BFSR
methodologies were implemented.

Banca Popolare dell'Alto Adige is headquartered in Bolzano, Italy.
At December 31, 2008 it had total assets of EUR5 billion.

The previous rating action on Banca Popolare di Cividale was in
April 2007, when JDA and BFSR methodologies were implemented.

Banca Popolare di Cividale is headquartered in Cividale del
Friuli, Italy.  At December 31, 2008 it had total assets of EUR3
billion.

The previous rating action on Banca Popolare di Marostica was in
November 2008, when the bank's BFSR was downgraded to C from C+.

Banca Popolare di Marostica is headquartered in Marostica, Italy.
At December 31, 2008 it had total assets of EUR1 billion.

The previous rating action on Banca Popolare di Milano was in
April 2007, when JDA and BFSR methodologies were implemented.

Banca Popolare di Milano is headquartered in Milan, Italy.  At
December 31, 2008 it had total assets of EUR45 billion.

The previous rating action on Banca Popolare di Spoleto was in
April 2007, when JDA and BFSR methodologies were implemented.

Banca Popolare di Spoleto is headquartered in Spoleto, Italy.  At
December 31, 2008 it had total assets of EUR3 billion.

The previous rating action on Banca Popolare Friuladria in May
2008, when the bank's ratings were assigned.

Banca Popolare Friuladria is headquartered in Pordenone, Italy.
At December 31, 2008 it had total assets of EUR8 billion.

The previous rating action on Banca Sella Holding was in April
2007, when JDA and BFSR methodologies were implemented.

Banca Sella Holding is headquartered in Biella, Italy.  At
December 31, 2008 it had total assets of EUR14 billion.

The previous rating action on Banca Tercas was in October 2007,
when the bank's ratings were assigned.

Banca Tercas is headquartered in Teramo, Italy.  At December 31,
2008 it had total assets of EUR4 billion.

The previous rating action on Bancaperta was in August 2008, when
the bank's deposit ratings outlook was changed to stable from
negative.

Bancaperta is headquartered in Sondrio, Italy.  At December 31,
2008 it had total assets of EUR5 billion.

The previous rating action on BancApulia was in October 2008, when
the bank's outlook on deposits was changed to negative from stable

BancApulia is headquartered in San Severo, Italy.  At December 31,
2008 it had total assets of EUR4 billion.

The previous rating action on Banco Popolare Societa Cooperativa
was in March 2009, when the bank's ratings were put under review
for possible downgrade.

Banco Popolare Societa Cooperativa is headquartered in Verona,
Italy.  At December 31, 2008 it had total assets of EUR121
billion.

The previous rating action on Cassa dei Risparmi di Forli e della
Romagna was in November 2007, when the bank's deposit rating was
upgraded to A1 from A3.

Cassa dei Risparmi di Forli e della Romagna is headquartered in
Forli, Italy.  At December 31, 2008 it had total assets of
EUR4 billion.

The previous rating action on Cassa di Risparmio di Bolzano --
Suedtiroler Sparkasse was in April 2007, when JDA and BFSR
methodologies were implemented.

Cassa di Risparmio di Bolzano-Sudtiroler Sparkasse is
headquartered in Bolzano, Italy.  At December 31, 2008 it had
total assets of EUR8 billion.

The previous rating action on Cassa di Risparmio della Provincia
di Chieti was in April 2007, when JDA and BFSR methodologies were
implemented.

Cassa di Risparmio della Provincia di Chieti is headquartered in
Chieti, Italy.  At December 31, 2008 it had total assets of
EUR3 billion.

The previous rating action on Cassa di Risparmio di Ferrara was in
April 2007, when JDA and BFSR methodologies were implemented.

Cassa di Risparmio di Ferrara is headquartered in Ferrara, Italy.
At December 31, 2008 it had total assets of EUR8 billion.

The previous rating action on Cassa di Risparmio di Parma e
Piacenza was in May 2007, when JDA and BFSR methodologies were
implemented.

Cassa di Risparmio di Parma e Piacenza is headquartered in Parma,
Italy.  At December 31, 2008 it had total assets of EUR35 billion.

The previous rating action on Credito Valtellinese was in August
2008, when the bank's deposit ratings outlook was changed to
stable from positive.

Credito Valtellinese is headquartered in Sondrio, Italy.  At
December 31, 2008 it had total assets of EUR24 billion.

The previous rating action on Dexia Crediop was in March 2009,
when the bank's ratings were downgraded to A2/C- from A1/C.

Dexia Crediop is headquartered in Rome, Italy. At December 31,
2008 it had total assets of EUR63 billion.

The previous rating action on Efibanca was in March 2009, when the
bank's ratings were put under review for possible downgrade.

Efibanca is headquartered in Rome, Italy.  At December 31, 2008
it had total assets of EUR6 billion.

The previous rating action on Interbanca was in July 2008, when
the bank's outlook was changed to stable from developing.

Interbanca is headquartered in Milan, Italy.  At December 31, 2008
it had total assets of EUR7 billion.

The previous rating action on Intesa Sanpaolo was in April 2007,
when JDA and BFSR methodologies were implemented.

Intesa Sanpaolo is headquartered in Milan, Italy.  At December 31,
2008 it had total assets of EUR636 billion.

The previous rating action on Mediocredito Trentino-Alto Adige was
in December 2008, when the bank's deposit rating was downgraded to
A1 from Aa3.

Mediocredito Trentino-Alto Adige is headquartered in Trento,
Italy.  At 31 December 2008 it had total assets of EUR2 billion.

The previous rating action on Meliorbanca was in February 2009,
when the bank's BFSR was downgraded to D from D+.

Meliorbanca is headquartered in Milan, Italy.  At December 31,
2008 it had total assets of EUR3 billion.

The previous rating action on MPS Capital Services was in April
2007, when JDA and BFSR methodologies were implemented.

MPS Capital Services is headquartered in Florence, Italy.  At
December 31, 2008 it had total assets of EUR35 billion.

The previous rating action on Santander Consumer Bank was in April
2007, when JDA and BFSR methodologies were implemented.

Santander Consumer Bank is headquartered in Turin, Italy. At
December 31, 2008 it had total assets of EUR8 billion.

The previous rating action on UGF Banca was in March 2009, when
the bank's outlook on deposits was changed to negative from
stable.

UGF Banca is headquartered in Bologna, Italy.  At December 31,
2008 it had total assets of EUR11 billion.

The previous rating action on Unibanca was in April 2007, when JDA
and BFSR methodologies were implemented.

Unibanca is headquartered in Cesena, Italy.  At December 31, 2008
it had total assets of EUR5 billion.

The previous rating action on UniCredit Family Financing Bank was
in July 2008, when the bank's ratings were assigned.

UniCredit Family Financing Bank is headquartered in Milan, Italy.
At December 31, 2008 it had total assets of EUR100 billion.

The previous rating action on UniCredit Leasing was in October
2008, when the bank's long-term issuer rating was downgraded to A1
from Aa3.

UniCredit Leasing is headquartered in Milan, Italy.  At
December 31, 2008 it had total assets of EUR21 billion.

The previous rating action on UniCredit MedioCredito Centrale was
in November 2008, when the bank's long-term deposit rating was
upgraded to A1 from A2, and the Bank Financial Strength Rating was
downgraded to C- from C.

UniCredit MedioCredito Centrale is headquartered in Rome, Italy.
At December 31, 2008 it had total assets of EUR7 billion.

The previous rating action on UniCredit was in October 2008, when
the bank's long-term deposit and senior debt ratings was changed
to Aa3 from Aa2, and the BFSR to C+ from B-.  The bank's long-term
deposit and senior debt rating were changed to stable from
negative.

UniCredit is headquartered in Milan, Italy.  At December 31, 2008
it had total assets of EUR1046 billion.

The previous rating action on Unione di Banche Italiane was in
November 2008, when the bank's outlook was changed to stable from
positive.

Unione di Banche Italiane is headquartered in Bergamo, Italy.  At
December 31, 2008 it had total assets of EUR122 billion.


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


ASIA CORPORATION: Creditors Must File Claims by July 3
------------------------------------------------------
LLP Asia Corporation XXI is currently undergoing liquidation.
Creditors have until July 3, 2009, to submit proofs of claim to:

         Mira Str. 130
         Ryskulov
         Tulkubassky
         South Kazakhstan
         Kazakhstan


BTA DPR: S&P Withdraws 'CCC' Ratings on Five Notes Series
---------------------------------------------------------
Standard & Poor's Ratings Services  withdrew its ratings on all of
the note series issued through BTA DPR Finance Co., BTA Bank JSC's
(Bank TuranAlem's) future flow diversified payment rights (DPR)
securitization.  The stand-alone or underlying ratings had
previously been on CreditWatch with negative implications, where
they were placed April 24, 2009.

These rating actions reflect the June 15, 2009, 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 (DSCR) had weakened as a
result of the decline in BTA Bank JSC's credit quality ('D' long-
term counterparty rating) and 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

                       BTA DPR Finance Co.

                   Rating                      Amount (mil. US$)
                   ------                      -----------------
  Series         To      From                To              From
  ------         --      ----                --              ----
2007-A           NR      CCC/Watch Neg       0.0             200.0
2007-A*          NR      CCC/Watch Neg
2007-B           NR      BBB                 0.0             200.0
2007-B*          NR      CCC/Watch Neg
2007-C           NR      A                   0.0             200.0
2007-C*          NR      CCC/Watch Neg
2007-D**         NR      CCC/Watch Neg       0.0             150.0

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

  ** Stand-alone rating.  NR—Not rated.


GEBO KAZAKHSTAN: Creditors Must File Claims by July 3
-----------------------------------------------------
LLP Gebo Kazakhstan is currently undergoing liquidation.
Creditors have until July 3, 2009, to submit proofs of claim to:

         Pushkin Str. 166
         Saryarka district
         Astana
         Kazakhstan


GLOBO GAS: Creditors Must File Claims by July 3
-----------------------------------------------
Creditors of LLP Globo Gas have until July 3, 2009, to submit
proofs of claim to:

         Micro District Samal, 15-29
         Taldykorgan
         Almaty
         Kazakhstan

The Specialized Inter-Regional Economic Court of Almaty commenced
bankruptcy proceedings against the company on October 17, 2008,
after finding it insolvent.

The Court is located at:

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


JETYSU AUDIT: Creditors Must File Claims by July 3
--------------------------------------------------
Creditors of LLP Jetysu Audit have until July 3, 2009, to submit
proofs of claim to:

         Micro District Samal, 15-29
         Taldykorgan
         Almaty
         Kazakhstan

The Specialized Inter-Regional Economic Court of Almaty commenced
bankruptcy proceedings against the company on March 11, 2009,
after finding it insolvent.

The Court is located at:

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


TABYS MN: Creditors Must File Claims by July 3
----------------------------------------------
Creditors of LLP Tabys MN have until July 3, 2009, to submit
proofs of claim to:

         Rabochaya Str. 55-2
         Borovskoy
         Mendykarinsky
         Kostanai
         Kazakhstan

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


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


LINK AVIA: Creditors Must File Claims by July 10
------------------------------------------------
LLC Link Avia is currently undergoing liquidation.  Creditors have
until July 10, 2009, to submit proofs of claim.

Inquiries can be addressed to (0-555) 99-09-60.


===========
L A T V I A
===========


BALTIC AMERICAN: Moody's Cuts Rating on Class B Notes to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has downgraded these classes of Notes
issued by Baltic-American Mortgage Trust, LLC:

  -- Class A, Downgraded to A3 from Aa2; previously on 27 February
     2008 Affirmed at Aa2

  -- Class B, Downgraded to Ba1 from Baa1, previously on 27
     February 2008 Affirmed at Baa1

The rating action is prompted by the increased loss expectations
for this transaction due to the recent deterioration of the
Latvian economy and to the implications of a potential devaluation
of the Latvian currency.

Latvian GDP is expected to decline by 12% - 13% in 2009 and
unemployment is forecast to reach 20% in 2010.  House prices have
also being declining at a fast pace and they have already
experienced a decrease of approximately 50% from the peak of 2007,
albeit still currently above the nominal levels seen when this
transaction closed.  The collateral performance in this
transaction has so far been quite strong with no losses recorded
to date and 90+ delinquencies still below 1% as of March 2009.
However, the total delinquencies increased in the last quarter and
in Moody's opinion the performance is likely to deteriorate
considering that further economic contraction is expected in the
near term. Hence Moody's has revised its expected loss assumption
for this portfolio to 4.5%.

On the 11th of June 2009 in a Special Comment entitled "Living on
the edge: Latvian devaluation speculation and implications for the
sovereign rating," Moody's noted that a devaluation is likely to
be avoided in the near term.  The benefits that would accrue from
a devaluation would likely be outweighed by the negative
consequences of devaluation.  Nevertheless, Moody's also commented
that the possibility of a devaluation could not be ignored as the
economic and social pressure in Latvia will continue to be
elevated for some time.  The rating action on the RMBS transaction
takes into consideration this increased risk of devaluation.  In
particular the potential increase in defaults that may result as a
consequence of exchange rate fluctuations between the Lat and US$,
given that all the mortgage loans in the pool are US$-denominated
and the borrowers earn their income in local currency.

Finally, the rating action takes also into account the risk of
currency redenomination of mortgage assets priced in local
currency in the event that a devaluation occurs.  The analysis
agreed with Moody's Sovereign analysts includes these
considerations:

  -- the vulnerabilities of the current currency arrangements
     measured in terms of the currency regime type, the interest
     rate differential on deposits in the two currencies and the
     dollarisation of the economy which is determined by the share
     of foreign currency deposit;

  -- the incentives that might favour or discourage redenomination
     considering the openness of the economy, the moratorium risks
     and the level of the government external debt; and

  -- the safeguards that would deter redenomination, guided by
     assessments of sovereign institutional strength and
     expectations of international financial support.

Overall, even if the vulnerabilities are high for Latvia at the
moment, the incentives and the safeguards are quite low, resulting
in a remote redenomination risk probability.  Moody's has
incorporated in its cashflow analysis the redenomination scenario
in line with what described in the Special Report entitled "Impact
of Redenomination Risk on Emerging Market RMBS and ABS
Transactions".  Moody's did not previously assume redenomination
risk in Latvia given the longstanding currency peg and its
participation in ERM II.

Baltic-American Mortgage Trust, LLC, closed in 2004 and
represented the first securitisation in Latvia and the first
mortgage-backed transaction in the Baltic region.  The mortgage
loans backing the Certificates were originated by the Baltic-
American Enterprise Fund, which is a private US Corporation,
initially funded by a US Government grant, whose mission is to
promote the development of market economy-and specifically
mortgage market-in the Baltic Region.  In 2008 all existing assets
of BalAEF were sold to Allied Irish Banks, p.l.c. (Aa3, P-1 on
review for possible downgrade) that had established three local
branches to operate in the Baltics including one in Latvia which
replaced Baltic-American Mortgage Holdings, LLC as Servicer for
this transaction.

The pool factor is equal to 9.74% and the credit enhancement to
the most senior class is provided by the subordination of class B
(8.06%) and the overcollateralisation currently equal to 6% of the
pool balance.  Class A and Class B are currently paying pro-rata
and they would only revert to sequential repayment in case the
excess spread in the transaction falls below 0.50% of the current
pool balance.  Both classes are also benefiting from a basis risk
reserve which can only be used to cover interest rate exposure.

Moody's previous rating action on the notes issued by Baltic-
American Mortgage Trust, LLC, was on February 27, 2008, when the
ratings on Class A and Class B were affirmed.


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


PROLOGIS EUROPEAN: Moody's Cuts Long-Term Issuer Rating to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has lowered the long-term issuer rating
of ProLogis European Properties and the backed senior unsecured
rating of debt issued by its subsidiary ProLogis International
Funding SA to Ba1 from Baa3.  At the same time Moody's has
withdrawn the long-term issuer rating and assigned a Corporate
Family Rating at Ba1 and Probability of Default rating at Ba1.
The Loss Given Default assessment on the debt is LGD4 (55%).  The
outlook remains negative.

"Although PEPR's property portfolio, core operations and
management provide it with a robust business model, the ratings
downgrade reflects Moody's view that PEPR's operating performance
will be declining throughout 2009 as a result of the global
economic slowdown.  Moody's expect this to cause its debt
protection measures such as fixed charge coverage and leverage
measured as net adjusted debt/recurring EBITDA to deteriorate
further.  In addition, PEPR's liquidity position is limited due to
the potential erosion of the tight headroom under its leverage
covenants." explained Lynn Valkenaar, a Vice President-Senior
Analyst in Moody's Corporate Finance Group.  "Moreover, the
downgrade reflects that while PEPR has identified sufficient
sources of cash to meet its repayment schedule through part of
next year, the execution risk to refinance the sizeable upcoming
debt maturities in 2010 remains heightened in light of the
continuing difficult credit market conditions".

The Ba1rating is supported by PEPR's prime property portfolio
which is geographically diverse, well-located and modern.  Despite
the downturn in global trade, occupancy rates have proven
resilient and remain high, at around 97%, and the lack of over-
supply of competing products during this downturn indicates that
occupancy is likely to remain relatively stable going forward.
Furthermore, the quality of tenant payables remains good.

The negative outlook reflects Moody's view that although PEPR's
financial metrics over the forthcoming quarters are not expected
to deteriorate markedly, they are likely to be influenced by the
future cost of debt, a weaker net asset value and potential
pressure on rents.  The rating could stabilize when the headroom
for the financial covenants returns to more generous levels and
the liquidity profile improves, providing more confidence that
debt maturities can be easily refinanced through 2010.  Negative
rating pressure would occur from further earnings deterioration,
such that fixed charge coverage trends below 2.0x, or values
continue to fall such that total adjusted debt/gross property
assets trends above 60%, or there are any liquidity challenges or
covenant violations.  The latter could result in a multiple-notch
downgrade.

Moody's last rating action was implemented on March 30, 2009, when
Moody's downgraded PEPR's issuer rating to Baa3 from Baa2 with
negative outlook.

Established in Luxembourg, PEPR is a Luxembourg-registered real
estate fonds commun de placement.  It owns and manages industrial
properties across Europe.  At March 31, 2009, PEPR directly held a
portfolio of modern distribution facilities with a net value of
EUR3.4 billion.  The US-based REIT ProLogis has a 24.9% stake in
PEPR's capital.


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


E-MAC NL 2002-I: Moody's Cuts Rating on Class D Notes to 'B2'
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of all the
notes issued in the E-MAC NL 2002-I transaction and the non-senior
notes issued in the E-MAC NL 2003-I and E-MAC NL 2003-II
transactions (together, the affected transactions).  The ratings
of all the notes in these three transactions and those of the 14
other Dutch E-MAC transactions issued prior to April 2008
(together, the transactions under review) remain on review for
possible downgrade.

The rating actions result from specific structural features of the
affected transactions, which Moody's believes may affect the
likelihood of an event of default (E-MAC 2002-I) and the severity
of potential losses to noteholders after the notes are subject to
a step up of interest.  A step-up of interest will occur if the
notes remain outstanding after the relevant put option date.  All
the Dutch E-MAC transactions are subject to a similar put option
process and interest step-up mechanism.  Moody's, however,
believes that not all of them are exposed to the same credit risks
as the affected transactions, due to different structural
features.  The put option process and step-up interest mechanism
are discussed in more detail below.

The rating action does not conclude or address the rating review
for the transactions under review.  Moody's placed the ratings of
all the notes in the Dutch E-MAC non-NHG transactions issued prior
to April 2008 on review for possible downgrade on December 3,
2008.  The ratings of the four Dutch E-MAC NHG transactions were
placed on review on July 10, 2008.  As detailed in the July 10 and
December 3, 2008 press releases, Moody's rating review reflects
the exposure of the affected transactions to the ability of GMAC
RFC Nederland B.V. (GMAC RFC NL) to fulfil its role as cash
manager in these transactions, if it were to become insolvent.

Cash Management:

Based on information available at this point, Moody's expects to
conclude its rating review on or around July 1, 2009.  If suitable
back-up agreements are not executed by that date, Moody's expects
to downgrade all the ratings of the transactions under review.
The magnitude of the downgrade would reflect Moody's analysis of
the possible consequences of a cash management disruption, which
could result in the inability of the issuer to allocate available
funds when payments become due and lead to principal or interest
payment defaults and losses.  In sizing these potential losses,
Moody's would take into account the exposure of the notes to the
unwinding of interest rate or currency exchange hedges following
termination events that could be prompted by missed payments under
the swaps.  In addition, the conclusion of Moody's rating review
on the four NHG transactions will also reflect methodology updates
detailed in "Moody's Updated Approach to NHG Mortgages in Rating
Dutch RMBS" published on March 17, 2009.

GMAC RFC NL is an indirect wholly-owned subsidiary of Residential
Capital, LLC which was downgraded to Moody's lowest rating of C,
on November 20, 2008.  ResCap has required support from its
parent, GMAC LLC (GMAC, rated Ca, on review for possible upgrade),
to continue as a going concern for over one year.  Although the
recent US government actions to support GMAC increase its ability
to provide support to ResCap, as reflected in the upgrade of
GMAC's rating on June 11, 2009 and its ongoing review for possible
upgrade, GMAC's willingness to support ResCap remains uncertain.
Should parental support be discontinued, Moody's believes ResCap
would eventually default on its obligations.

In all of the affected transactions, GMAC RFC NL is the appointed
servicer, in addition to its role as the issuer administrator
(performing the tasks generally associated with a cash manager).
Stater Nederland B.V. and Quion Groep B.V. are the delegated day-
to-day servicers of the mortgage loans.  Both Stater and Quion are
committed to assume the role of primary servicer in the event that
GMAC RFC NL's appointment is terminated.  However, it is possible
that a failure by GMAC RFC NL to fulfil its various obligations
would result in an inability to produce investor reports on a
timely basis.

Moody's notes that in the two most recent Dutch E-MAC transactions
issued in 2008, E-MAC NL 2008-II and E-MAC NL 2008-IV, ATC
Financial Services B.V. is the appointed third-party issuer
administrator performing most of the cash management functions,
although GMAC RFC NL still performs administrative activities at
the programme level.  Despite their residual exposure to GMAC RFC
NL, the ratings of these transactions have not been downgraded or
placed on review at this stage due to the limited scope of GMAC
RFC NL's role.

                 Put Option and Step-Up Interest

In all of the Dutch E-MAC transactions, noteholders have the
option to put their notes to the issuer on pre-defined dates.
Note redemptions under this put option would be funded by a
servicer advance to be provided by GMAC RFC NL to the issuer.
Because of its optional nature, this feature is not reflected in
Moody's ratings.  Accordingly, the downgrades do not reflect the
probability that GMAC RFC NL will or will not be in a position to
provide this servicer advance or that the issuer will be able to
make timely payment to investors who exercise their put options.
Pursuant to the transaction documents, the failure of the issuer
to redeem notes put by investors would not constitute an event of
default.

If any of the notes are not redeemed on the put option date, the
interest rate on such notes will be subject to a step up.  Because
this step up interest is calculated with reference to market
prevailing rates, it could be significantly higher than the
current interest rate level.  The step up component of the
interest on the notes (referred to as the "extension margin" and
unrated by Moody's) is deeply subordinated in the waterfall.
However, in the E-MAC NL 2002-I transaction, a missed payment on
this component in relation to the senior Class A notes could lead
to an event of default, which could potentially lead to an
acceleration of the notes.  In addition, in that transaction as
well as in the EMAC NL 2003-I and 2003-II transactions, in a post
enforcement scenario, the step up component of the interest on
each class of note would rank higher in the priority of payments
than the interest and principal on more junior notes, which could
affect the severity of losses on the less senior notes in the
transaction.  Moody's took these structural features into account
when determining the magnitude of the downgrades on the three
affected transactions.

Finally, as part of the put option process, Moody's anticipates
that it will be requested to affirm its current ratings on all the
notes of the Dutch E-MAC transactions on or about the put option
date and that similar requests will be made to the other agencies
rating these transactions.  The inability of any of the agencies
rating the transactions to comply with such requests may lead to a
mandatory redemption of all the notes in the Dutch E-MAC
transactions, which could lead to an enforcement process (and, in
that scenario, to a potentially higher severity of losses on
junior notes due to the step up interest ranking higher on more
senior notes, for the three affected transactions).  There is no
certainty that Moody's or other rating agencies will be able to
comply with this request and Moody's ratings are consistent with
this uncertainty, and with the possible consequences of the
structural features of the affected transactions in a mandatory
redemption scenario.  However, with respect to principal payments,
Moody's ratings address the ultimate payment at par on or before
the rated final legal maturity date and not the likelihood of
timely payments under a mandatory redemption.

In addition, Moody's ratings address only the credit risks
associated with the transaction.  Other risks have not been
addressed, but may have a significant effect on yield to
investors.

                    Complete List Of Rating Actions

ISSUER: E-MAC NL 2002-I B.V.

  -- Class A, Mortgage Backed Floating Rate Notes downgraded to
     Aa3 from Aaa, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

  -- Class B, Mortgage Backed Floating Rate Notes downgraded to
     Ba1 from A2, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

  -- Class C, Mortgage Backed Floating Rate Notes downgraded to
     Ba2 from Baa2, on review for possible downgrade. Previously
     on 3 December placed on review for possible downgrade.

  -- Class D, Mortgage Backed Floating Rate Notes downgraded to B2
     from Ba2, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

ISSUER: E-MAC NL 2003-I B.V.

  -- Class B, Mortgage Backed Floating Rate Notes downgraded to A3
     from A1, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

  -- Class C, Mortgage Backed Floating Rate Notes downgraded to
     Ba1 from Baa2, on review for possible downgrade. Previously
     on 3 December placed on review for possible downgrade.

  -- Class D, Mortgage Backed Floating Rate Notes downgraded to B1
     from Ba2, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

ISSUER: E-MAC NL 2003-II B.V.

  -- Class B, Mortgage Backed Floating Rate Notes downgraded to
     Baa1 from A2, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

  -- Class C, Mortgage Backed Floating Rate Notes downgraded to
     Ba1 from Baa2, on review for possible downgrade. Previously
     on 3 December placed on review for possible downgrade.

  -- Class D, Mortgage Backed Floating Rate Notes downgraded to B1
     from Ba2, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.


E-MAC NL 2003-I: Moody's Cuts Rating on Class D Notes to 'B1'
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of all the
notes issued in the E-MAC NL 2002-I transaction and the non-senior
notes issued in the E-MAC NL 2003-I and E-MAC NL 2003-II
transactions (together, the affected transactions).  The ratings
of all the notes in these three transactions and those of the 14
other Dutch E-MAC transactions issued prior to April 2008
(together, the transactions under review) remain on review for
possible downgrade.

The rating actions result from specific structural features of the
affected transactions, which Moody's believes may affect the
likelihood of an event of default (E-MAC 2002-I) and the severity
of potential losses to noteholders after the notes are subject to
a step up of interest.  A step-up of interest will occur if the
notes remain outstanding after the relevant put option date.  All
the Dutch E-MAC transactions are subject to a similar put option
process and interest step-up mechanism.  Moody's, however,
believes that not all of them are exposed to the same credit risks
as the affected transactions, due to different structural
features.  The put option process and step-up interest mechanism
are discussed in more detail below.

The rating action does not conclude or address the rating review
for the transactions under review.  Moody's placed the ratings of
all the notes in the Dutch E-MAC non-NHG transactions issued prior
to April 2008 on review for possible downgrade on December 3,
2008.  The ratings of the four Dutch E-MAC NHG transactions were
placed on review on July 10, 2008.  As detailed in the July 10 and
December 3, 2008 press releases, Moody's rating review reflects
the exposure of the affected transactions to the ability of GMAC
RFC Nederland B.V. (GMAC RFC NL) to fulfil its role as cash
manager in these transactions, if it were to become insolvent.

Cash Management:

Based on information available at this point, Moody's expects to
conclude its rating review on or around July 1, 2009.  If suitable
back-up agreements are not executed by that date, Moody's expects
to downgrade all the ratings of the transactions under review.
The magnitude of the downgrade would reflect Moody's analysis of
the possible consequences of a cash management disruption, which
could result in the inability of the issuer to allocate available
funds when payments become due and lead to principal or interest
payment defaults and losses.  In sizing these potential losses,
Moody's would take into account the exposure of the notes to the
unwinding of interest rate or currency exchange hedges following
termination events that could be prompted by missed payments under
the swaps.  In addition, the conclusion of Moody's rating review
on the four NHG transactions will also reflect methodology updates
detailed in "Moody's Updated Approach to NHG Mortgages in Rating
Dutch RMBS" published on March 17, 2009.

GMAC RFC NL is an indirect wholly-owned subsidiary of Residential
Capital, LLC which was downgraded to Moody's lowest rating of C,
on November 20, 2008.  ResCap has required support from its
parent, GMAC LLC (GMAC, rated Ca, on review for possible upgrade),
to continue as a going concern for over one year.  Although the
recent US government actions to support GMAC increase its ability
to provide support to ResCap, as reflected in the upgrade of
GMAC's rating on June 11, 2009 and its ongoing review for possible
upgrade, GMAC's willingness to support ResCap remains uncertain.
Should parental support be discontinued, Moody's believes ResCap
would eventually default on its obligations.

In all of the affected transactions, GMAC RFC NL is the appointed
servicer, in addition to its role as the issuer administrator
(performing the tasks generally associated with a cash manager).
Stater Nederland B.V. and Quion Groep B.V. are the delegated day-
to-day servicers of the mortgage loans.  Both Stater and Quion are
committed to assume the role of primary servicer in the event that
GMAC RFC NL's appointment is terminated.  However, it is possible
that a failure by GMAC RFC NL to fulfil its various obligations
would result in an inability to produce investor reports on a
timely basis.

Moody's notes that in the two most recent Dutch E-MAC transactions
issued in 2008, E-MAC NL 2008-II and E-MAC NL 2008-IV, ATC
Financial Services B.V. is the appointed third-party issuer
administrator performing most of the cash management functions,
although GMAC RFC NL still performs administrative activities at
the programme level.  Despite their residual exposure to GMAC RFC
NL, the ratings of these transactions have not been downgraded or
placed on review at this stage due to the limited scope of GMAC
RFC NL's role.

                 Put Option and Step-Up Interest

In all of the Dutch E-MAC transactions, noteholders have the
option to put their notes to the issuer on pre-defined dates.
Note redemptions under this put option would be funded by a
servicer advance to be provided by GMAC RFC NL to the issuer.
Because of its optional nature, this feature is not reflected in
Moody's ratings.  Accordingly, the downgrades do not reflect the
probability that GMAC RFC NL will or will not be in a position to
provide this servicer advance or that the issuer will be able to
make timely payment to investors who exercise their put options.
Pursuant to the transaction documents, the failure of the issuer
to redeem notes put by investors would not constitute an event of
default.

If any of the notes are not redeemed on the put option date, the
interest rate on such notes will be subject to a step up.  Because
this step up interest is calculated with reference to market
prevailing rates, it could be significantly higher than the
current interest rate level.  The step up component of the
interest on the notes (referred to as the "extension margin" and
unrated by Moody's) is deeply subordinated in the waterfall.
However, in the E-MAC NL 2002-I transaction, a missed payment on
this component in relation to the senior Class A notes could lead
to an event of default, which could potentially lead to an
acceleration of the notes.  In addition, in that transaction as
well as in the EMAC NL 2003-I and 2003-II transactions, in a post
enforcement scenario, the step up component of the interest on
each class of note would rank higher in the priority of payments
than the interest and principal on more junior notes, which could
affect the severity of losses on the less senior notes in the
transaction.  Moody's took these structural features into account
when determining the magnitude of the downgrades on the three
affected transactions.

Finally, as part of the put option process, Moody's anticipates
that it will be requested to affirm its current ratings on all the
notes of the Dutch E-MAC transactions on or about the put option
date and that similar requests will be made to the other agencies
rating these transactions.  The inability of any of the agencies
rating the transactions to comply with such requests may lead to a
mandatory redemption of all the notes in the Dutch E-MAC
transactions, which could lead to an enforcement process (and, in
that scenario, to a potentially higher severity of losses on
junior notes due to the step up interest ranking higher on more
senior notes, for the three affected transactions).  There is no
certainty that Moody's or other rating agencies will be able to
comply with this request and Moody's ratings are consistent with
this uncertainty, and with the possible consequences of the
structural features of the affected transactions in a mandatory
redemption scenario.  However, with respect to principal payments,
Moody's ratings address the ultimate payment at par on or before
the rated final legal maturity date and not the likelihood of
timely payments under a mandatory redemption.

In addition, Moody's ratings address only the credit risks
associated with the transaction.  Other risks have not been
addressed, but may have a significant effect on yield to
investors.

                    Complete List Of Rating Actions

ISSUER: E-MAC NL 2002-I B.V.

  -- Class A, Mortgage Backed Floating Rate Notes downgraded to
     Aa3 from Aaa, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

  -- Class B, Mortgage Backed Floating Rate Notes downgraded to
     Ba1 from A2, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

  -- Class C, Mortgage Backed Floating Rate Notes downgraded to
     Ba2 from Baa2, on review for possible downgrade. Previously
     on 3 December placed on review for possible downgrade.

  -- Class D, Mortgage Backed Floating Rate Notes downgraded to B2
     from Ba2, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

ISSUER: E-MAC NL 2003-I B.V.

  -- Class B, Mortgage Backed Floating Rate Notes downgraded to A3
     from A1, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

  -- Class C, Mortgage Backed Floating Rate Notes downgraded to
     Ba1 from Baa2, on review for possible downgrade. Previously
     on 3 December placed on review for possible downgrade.

  -- Class D, Mortgage Backed Floating Rate Notes downgraded to B1
     from Ba2, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

ISSUER: E-MAC NL 2003-II B.V.

  -- Class B, Mortgage Backed Floating Rate Notes downgraded to
     Baa1 from A2, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

  -- Class C, Mortgage Backed Floating Rate Notes downgraded to
     Ba1 from Baa2, on review for possible downgrade. Previously
     on 3 December placed on review for possible downgrade.

  -- Class D, Mortgage Backed Floating Rate Notes downgraded to B1
     from Ba2, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.


E-MAC NL 2003-II: Moody's Cuts Rating on Class D Notes to 'B1'
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of all the
notes issued in the E-MAC NL 2002-I transaction and the non-senior
notes issued in the E-MAC NL 2003-I and E-MAC NL 2003-II
transactions (together, the affected transactions).  The ratings
of all the notes in these three transactions and those of the 14
other Dutch E-MAC transactions issued prior to April 2008
(together, the transactions under review) remain on review for
possible downgrade.

The rating actions result from specific structural features of the
affected transactions, which Moody's believes may affect the
likelihood of an event of default (E-MAC 2002-I) and the severity
of potential losses to noteholders after the notes are subject to
a step up of interest.  A step-up of interest will occur if the
notes remain outstanding after the relevant put option date.  All
the Dutch E-MAC transactions are subject to a similar put option
process and interest step-up mechanism.  Moody's, however,
believes that not all of them are exposed to the same credit risks
as the affected transactions, due to different structural
features.  The put option process and step-up interest mechanism
are discussed in more detail below.

The rating action does not conclude or address the rating review
for the transactions under review.  Moody's placed the ratings of
all the notes in the Dutch E-MAC non-NHG transactions issued prior
to April 2008 on review for possible downgrade on December 3,
2008.  The ratings of the four Dutch E-MAC NHG transactions were
placed on review on July 10, 2008.  As detailed in the July 10 and
December 3, 2008 press releases, Moody's rating review reflects
the exposure of the affected transactions to the ability of GMAC
RFC Nederland B.V. (GMAC RFC NL) to fulfil its role as cash
manager in these transactions, if it were to become insolvent.

Cash Management:

Based on information available at this point, Moody's expects to
conclude its rating review on or around July 1, 2009.  If suitable
back-up agreements are not executed by that date, Moody's expects
to downgrade all the ratings of the transactions under review.
The magnitude of the downgrade would reflect Moody's analysis of
the possible consequences of a cash management disruption, which
could result in the inability of the issuer to allocate available
funds when payments become due and lead to principal or interest
payment defaults and losses.  In sizing these potential losses,
Moody's would take into account the exposure of the notes to the
unwinding of interest rate or currency exchange hedges following
termination events that could be prompted by missed payments under
the swaps.  In addition, the conclusion of Moody's rating review
on the four NHG transactions will also reflect methodology updates
detailed in "Moody's Updated Approach to NHG Mortgages in Rating
Dutch RMBS" published on March 17, 2009.

GMAC RFC NL is an indirect wholly-owned subsidiary of Residential
Capital, LLC which was downgraded to Moody's lowest rating of C,
on November 20, 2008.  ResCap has required support from its
parent, GMAC LLC (GMAC, rated Ca, on review for possible upgrade),
to continue as a going concern for over one year.  Although the
recent US government actions to support GMAC increase its ability
to provide support to ResCap, as reflected in the upgrade of
GMAC's rating on June 11, 2009 and its ongoing review for possible
upgrade, GMAC's willingness to support ResCap remains uncertain.
Should parental support be discontinued, Moody's believes ResCap
would eventually default on its obligations.

In all of the affected transactions, GMAC RFC NL is the appointed
servicer, in addition to its role as the issuer administrator
(performing the tasks generally associated with a cash manager).
Stater Nederland B.V. and Quion Groep B.V. are the delegated day-
to-day servicers of the mortgage loans.  Both Stater and Quion are
committed to assume the role of primary servicer in the event that
GMAC RFC NL's appointment is terminated.  However, it is possible
that a failure by GMAC RFC NL to fulfil its various obligations
would result in an inability to produce investor reports on a
timely basis.

Moody's notes that in the two most recent Dutch E-MAC transactions
issued in 2008, E-MAC NL 2008-II and E-MAC NL 2008-IV, ATC
Financial Services B.V. is the appointed third-party issuer
administrator performing most of the cash management functions,
although GMAC RFC NL still performs administrative activities at
the programme level.  Despite their residual exposure to GMAC RFC
NL, the ratings of these transactions have not been downgraded or
placed on review at this stage due to the limited scope of GMAC
RFC NL's role.

                 Put Option and Step-Up Interest

In all of the Dutch E-MAC transactions, noteholders have the
option to put their notes to the issuer on pre-defined dates.
Note redemptions under this put option would be funded by a
servicer advance to be provided by GMAC RFC NL to the issuer.
Because of its optional nature, this feature is not reflected in
Moody's ratings.  Accordingly, the downgrades do not reflect the
probability that GMAC RFC NL will or will not be in a position to
provide this servicer advance or that the issuer will be able to
make timely payment to investors who exercise their put options.
Pursuant to the transaction documents, the failure of the issuer
to redeem notes put by investors would not constitute an event of
default.

If any of the notes are not redeemed on the put option date, the
interest rate on such notes will be subject to a step up.  Because
this step up interest is calculated with reference to market
prevailing rates, it could be significantly higher than the
current interest rate level.  The step up component of the
interest on the notes (referred to as the "extension margin" and
unrated by Moody's) is deeply subordinated in the waterfall.
However, in the E-MAC NL 2002-I transaction, a missed payment on
this component in relation to the senior Class A notes could lead
to an event of default, which could potentially lead to an
acceleration of the notes.  In addition, in that transaction as
well as in the EMAC NL 2003-I and 2003-II transactions, in a post
enforcement scenario, the step up component of the interest on
each class of note would rank higher in the priority of payments
than the interest and principal on more junior notes, which could
affect the severity of losses on the less senior notes in the
transaction.  Moody's took these structural features into account
when determining the magnitude of the downgrades on the three
affected transactions.

Finally, as part of the put option process, Moody's anticipates
that it will be requested to affirm its current ratings on all the
notes of the Dutch E-MAC transactions on or about the put option
date and that similar requests will be made to the other agencies
rating these transactions.  The inability of any of the agencies
rating the transactions to comply with such requests may lead to a
mandatory redemption of all the notes in the Dutch E-MAC
transactions, which could lead to an enforcement process (and, in
that scenario, to a potentially higher severity of losses on
junior notes due to the step up interest ranking higher on more
senior notes, for the three affected transactions).  There is no
certainty that Moody's or other rating agencies will be able to
comply with this request and Moody's ratings are consistent with
this uncertainty, and with the possible consequences of the
structural features of the affected transactions in a mandatory
redemption scenario.  However, with respect to principal payments,
Moody's ratings address the ultimate payment at par on or before
the rated final legal maturity date and not the likelihood of
timely payments under a mandatory redemption.

In addition, Moody's ratings address only the credit risks
associated with the transaction.  Other risks have not been
addressed, but may have a significant effect on yield to
investors.

                    Complete List Of Rating Actions

ISSUER: E-MAC NL 2002-I B.V.

  -- Class A, Mortgage Backed Floating Rate Notes downgraded to
     Aa3 from Aaa, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

  -- Class B, Mortgage Backed Floating Rate Notes downgraded to
     Ba1 from A2, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

  -- Class C, Mortgage Backed Floating Rate Notes downgraded to
     Ba2 from Baa2, on review for possible downgrade. Previously
     on 3 December placed on review for possible downgrade.

  -- Class D, Mortgage Backed Floating Rate Notes downgraded to B2
     from Ba2, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

ISSUER: E-MAC NL 2003-I B.V.

  -- Class B, Mortgage Backed Floating Rate Notes downgraded to A3
     from A1, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

  -- Class C, Mortgage Backed Floating Rate Notes downgraded to
     Ba1 from Baa2, on review for possible downgrade. Previously
     on 3 December placed on review for possible downgrade.

  -- Class D, Mortgage Backed Floating Rate Notes downgraded to B1
     from Ba2, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

ISSUER: E-MAC NL 2003-II B.V.

  -- Class B, Mortgage Backed Floating Rate Notes downgraded to
     Baa1 from A2, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.

  -- Class C, Mortgage Backed Floating Rate Notes downgraded to
     Ba1 from Baa2, on review for possible downgrade. Previously
     on 3 December placed on review for possible downgrade.

  -- Class D, Mortgage Backed Floating Rate Notes downgraded to B1
     from Ba2, on review for possible downgrade. Previously on
     3 December 2008 placed on review for possible downgrade.


NEW WORLD: Moody's Changes Outlook on 'B1' Rating to Negative
-------------------------------------------------------------
Moody's Investors Service has changed the outlook to negative from
stable on New World Resources N.V.'s B1 Corporate Family Rating
and B3 rating on its EUR300 million senior unsecured notes due in
May 2015.  The rating action reflects ongoing market deterioration
and the expectation that lower profitability during the current
year will likely result in negative free cash flow.

"The rating action reflects deteriorating market conditions in the
coal industry and expectations that the company's credit metrics
are likely to deteriorate at a time when demand patterns remain
uncertain," said Paolo Leschiutta, a Moody's Vice President --
Senior Analyst, responsible for NWR.  "Moody's notes that NWR is
dependent on steel manufacturers with operations in Central
Europe, which have been suffering since the end of 2008 from a
drop in steel demand and are consequently reducing order volumes
for both coking coal and coke.  In addition, after peaking during
2008, coal prices have softened in recent months; this is
resulting in pressure on NWR's top line and cash generation."

NWR's B1 CFR reflects NWR's relatively strong credit metrics,
offset by what Moody's perceives as a modest business profile.
The rating also incorporates the strategic position of the company
as a main player in its sector in Central Europe, its prospect for
increasing access to coal reserves and its relatively stable
customer base.  However, these positive credit considerations are
offset by (i) the current difficult market conditions that are
likely to result in weakening credit metrics, (ii) the group's
significant operating risks, given the depth of its mines, and
(iii) the high level of customer and business concentration.  The
rating takes also into account a degree of execution risk
associated with NWR's ongoing investment programme and that
historic ratios have been helped by buoyant market conditions in
recent years, which are not likely to be repeated going forward.

Moody's views NWR's liquidity profile as good due to healthy cash
balances (EUR557 million of cash on balance sheet as at March
2009) that should cover for (i) relatively large capital
expenditure commitments (recently reduced by EUR55 million to
EUR234 million), (ii) approximately EUR66.8 million amortising
under its senior bank facility over the next 12 months, and (iii)
modest risk of inventory build-up following the drop in demand
(although company has reduced production targets for 2009).
However, the company's liquidity is weakened by the expectation
that cash flow generation during 2009 will remain limited and the
presence of financial covenants within the credit facility:
although these covenants currently offer sufficient headroom, the
headroom is expected to reduce going forward due to lower
profitability.

The negative rating outlook reflects Moody's concerns about the
current difficult operating environment, which has resulted in
large customers not honouring their contracts and significant
volume and price drops in recent months.  Moody's would expect the
company to maintain satisfactory credit metrics on an ongoing
basis, although volatility in profitability and cash flow
generation is expected to remain high, potentially increasing
pressure on the current rating if the company fails to generate
positive free cash flow beyond 2009.  Deterioration in financial
performance as a result of worsening market conditions and
significant reduction in financial covenants headroom, or
deterioration in the liquidity profile of the company might result
also in a rating downgrade.

The last rating action on NWR was implemented on May 3, 2007, when
Moody's assigned the current B1 CFR and B3 senior unsecured rating
on the notes due 2015.

New World Resources N.V., based in the Netherlands, is the largest
hard coal mining group in the Czech Republic, and operates through
its main subsidiary OKD a.s.  During 2008, NWR sold approximately
12.5 million tonnes of coal and reported more than EUR2 billion in
revenues and EUR697 million in EBITDA.  During Q1 2009, the
company reported a significant reduction in volumes sold, which
resulted in revenues during the quarter of EUR270.3 million (down
48% from Q1 2008) and EBITDA of EUR59.6 million (down 72%).


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


BANK GOSPODARKI: Moody's Affirms 'D+' Bank Fin'l Strength Rating
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of five
Polish banks.  The affected entities are Powszechna Kasa
Osczednosci Bank Polski, Bank Polska Kasa Opieki SA (Pekao), Bank
Zachodni WBK, Bank Gospodarki Zywnosciowej and Bank Handlowy w
Warszawie.

The downgrades concludes the reviews on the five out of the eight
banks initiated on the 19th of May and reflect Moody's view that
the deterioration in the Polish operating environment is putting
pressure on the banks' standalone creditworthiness, as measured by
their bank financial strength ratings.  The reviews on the
remaining entities are expected to be concluded in the next month.

With the Polish economy having entered a downturn the likelihood
of an increased number of corporate defaults is rising and
therefore the losses in bank's corporate loan portfolios are
expected to grow. In the meantime rising unemployment and the
decline in house prices are expected to result in increased losses
also in the mortgage and consumer portfolios.

These potential losses and substantial provisioning needs are
expected to weaken the profitability and, thus, capital positions
of most Polish banks over the next two years.  The declining
profitability trends were already evidenced in the Q1 financials
of most of the rated Polish banks.  Also a marked deterioration in
asset quality indicators became apparent for the past 6 months,
prompting some banks to declare losses on a quarterly basis.
Moody's note, however, that funding position remains relatively
comfortable with customer deposits funding close to 100% of loan
books. However, the availability and fierce competition for this
form of funding will significantly constrain the growth prospects
of most of the banks.  All these factors indicate that the system
as a whole, as well as individual banks, lost its growth momentum
and is retrenching, leading Moody's adjust its rating assessment
accordingly.

Moody's has incorporated expected losses on bank loan portfolios
into its ratings for some time, but the weight that it attaches to
certain rating considerations, particularly capital and future
earnings prospects, has been increased to better reflect the
present conditions.  This is discussed in a Special Comment
entitled "Calibrating Bank Ratings in the Context of the Global
Financial Crisis", which was published in February 2009.  The
BFSRs of selected Polish rated banks now carry negative outlooks,
reflecting , reflecting the negative outlook that Moody's placed
on the Polish banking system and the volatility in the operating
environment, which may result in a further and significant
deterioration in the banks' financial fundamentals.

               Refined Systemic Support Assessment

Moody's has also refined its assessment of the probability of
systemic support available from the Polish state in line with the
Special Comment entitled "Financial Crisis More Closely Aligns
Bank Credit Risk and Government Ratings in Non-Aaa Countries",
which was published in May 2009.

Moody's previously used the local currency deposit ceiling (LCDC;
Aaa in the case of Poland) as the main input for its assessment of
the ability of the national government to support the banks.
Although anchoring the probability of support at the LCDC is
appropriate in most circumstances -- regarding the provision of
liquidity to a selected number of institutions over a short period
of time -- this might overestimate the capacity, and even
willingness, of a central bank to support financial institutions
in the event of a banking crisis becoming both truly systemic and
protracted.

Moody's therefore believes that the government's local currency
debt rating (usually adjusted by no more than two notches of
uplift due to the array of tools available to the central bank to
support the banking system) should have a greater weight when
considering the probability of systemic support.

Thus, the anchor used for measuring the influence of the
probability of systemic support on banks' ratings is now Polish
government bond rating of A2 (stable outlook) plus one notch of
uplift, resulting in an A1 input.  Although the refined approach
allows two notches of uplift on the government bond rating, given
the recent rapid growth in bank lending, expansion in foreign
currency lending (particularly in residential mortgages) and
potential for large losses on FX derivatives due to the zloty
volatility Moody's considers that one notch uplift is more
appropriate, reflecting its view that the probability of systemic
banking losses are medium to high.

The entities which were most influenced by the reassessment of the
systemic support input were the large systemically important banks
that until now were rated above the government level.  Their local
currency debt and deposit ratings were reduced, by several
notches, to the government level.  However, the foreign currency
deposit ratings of these banks were not affected since they were
already constrained by the country foreign currency ceiling of A2.
Regarding the mid-range banks, however, the impact of this
reassessment was relatively muted since they were already rated at
or below the government level and their long-term ratings were
principally influenced by the movement in their BFSRs.

                     The Rating Actions

Moody's has taken these rating actions on the Polish banks:

                              PKO BP

Moody's downgraded the BFSR of PKO BP to C- (mapping to the BCA of
Baa2) with negative outlook from C.  Although the bank has a
dominant retail position and granular retail loan book, the recent
rapid growth rates in FX mortgages and potential losses associated
with them is a cause for concern.  Moreover, with the recent
growth in lending PKO's current funding position is not as
comfortable as it used to be in the previous year when the retail
deposits exceeded and fully funded its loan book.

Moody's also noted PKO BP's plans to earmark almost its entire
2008 net profit for dividend and at the same time carry out the
rights issue of up to 650 million shares.  Although an overall
amount of the proposed rights issue is larger than the dividend
payment, unless these two transactions are conducted
simultaneously with assured participation by private and public
shareholders the net effect could still be negative for capital
purposes.  Therefore, Moody's still remain reasonably cautious
about the potential impact of the proposed recapitalisation and
the subsequent deployment of this capital.

The long-term senior unsecured debt ratings and local currency
deposit rating were downgraded to A2 with stable outlook from Aa2,
due to the reassessment of the systemic support input.  Moody's
consider that with the government's commitment to maintain their
shareholding after the capital increase indicates a very high
degree of support provided by the system is high and stabilises
PKO BP's long-term rating at the current level despite the
negative outlook on the BFSR.  The long-term subordinated debt
rating was downgraded A3 with stable outlook from Aa3.  The long-
term foreign currency deposit rating of A2, which was constrained
by the ceiling for foreign currency deposits in Poland, and the
short-term debt and deposit ratings of P-1 were affirmed at the
current level.

                              Pekao

Moody's downgraded the BFSR of Pekao to C- (mapping to the BCA of
Baa1) with stable outlook from C.  The downgrade reflects the
potential for losses stemming from its relatively concentrated
corporate portfolio and reduced level of profitability compared
with previous years.  However, Moody's noted that the bank is not
exposed to FX risk to the same extent as other banks and maintains
one of the highest capital adequacy ratios in the system.  This
factor and generally conservative strategy in lending explains the
stable outlook on Pekao's BFSR.

The bank's local currency deposit rating was downgraded to A2 from
Aa3, due to the reassessment of the level of systemic support
input, also with a stable outlook.  The long-term foreign currency
deposit rating of A2 and the short-term rating of P-1 were
affirmed.

                        Bank Zachodni WBK

Moody's downgraded the BFSR of Bank Zachodni WBK to D+ (mapping to
the BCA of Baa3) with negative outlook from C-.  The downgrade and
the negative outlook reflects Moody's view that the bank's
profitability is expected to be substantially influenced by the
current economic downturn due a sizeable exposure to commercial
real estate investment and development, the sector that has
potential for generating large losses in the current environment.

The local and foreign currency deposit ratings were also
downgraded to Baa2 with negative outlook from A2 due to
combination of the reassessment of the systemic support input and
downgrade of the BFSR.  The short term rating was downgraded to P-
2 from P-1.

                          Bank Handlowy

Moody's downgraded the BFSR of BHW to D+ (mapping to the BCA of
Baa3) with negative outlook from C-.  The rating action reflects
the impact of the worsening environment on Bank Handlowy's
predominantly consumer and corporate portfolio.  Moreover, the
bank's losses on FX options had a notable negative impact on its
profitability.  On the other hand, Moody's notes that the bank's
funding position as a net lender to the market remains comfortable
and its capital adequacy ratios are one of the highest among the
rated banks.

The bank's long-term deposit rating was downgraded to Baa1 with a
negative outlook from A3.  The short-term deposit ratings of P-2
were affirmed.

                                BGZ

The local and foreign currency deposit ratings of BGZ were
downgraded to A3 with stable outlook from A2, due to the
reassessment of the systemic support input.  The BFSR was affirmed
since at the D level, in Moody's opinion, it is currently well
placed to reflect BGZ's focused franchise on agribusiness and
allow a reasonable degree of volatility in the bank's financial
fundamentals.

Moody's last rating action on Powszechna Kasa Osczednosci Bank
Polski was on was on May 26, 2009, when Moody's placed its ratings
under review for possible downgrade.

Headquartered in Warsaw, Poland, Powszechna Kasa Osczednosci Bank
Polski reported consolidated IFRS net income of PLN3.1 billion
(EUR757.9 million) in 2008 and total assets of PLN134.6 billion
(EUR32.7 billion) as of December 31, 2008.

Moody's last rating action on Bank Polska Kasa Opieki was on
May 26, 2009, when Moody's placed its ratings under review for
possible downgrade.

Headquartered in Warsaw, Poland, Bank Polska Kasa Opieki reported
consolidated IFRS net income of PLN3.5 billion (EUR857 million) in
2008 and total assets of PLN131.9 billion (EUR32 billion) as of
December 31, 2008.

Moody's last rating action on Bank Zachodni WBK was on May 26,
2009, when Moody's placed its ratings under review for possible
downgrade.

Headquartered in Warsaw, Poland, Bank Zachodni WBK reported
consolidated IFRS net income of PLN855 million (EUR207.6 million)
in 2008 and total assets of PLN57.8 billion (EUR14 billion) as of
December 31, 2008.

Moody's last rating action on Bank Gospodarki Zywnosciowej was on
May 26, 2009, when Moody's placed its ratings under review for
possible downgrade.

Headquartered in Warsaw, Poland, Bank Gospodarki Zywnosciowej
reported consolidated IFRS net income of PLN213 million
(EUR51.7 million) in 2008 and total assets of PLN24.1 billion
(EUR5.8 billion) as of December 31, 2008.

Moody's last rating action on Bank Handlowy w Warszawie was on
March 3, 2009, when Moody's downgraded local and foreign currency
deposit ratings to A3 from A2 on rating under review for possible
downgrade (unchanged).  The short-term deposit ratings were
downgraded to P-2 from P-1.

Headquartered in Warsaw, Poland, Handlowy w Warszawie reported
consolidated IFRS net income of PLN600 million (EUR145.7 million)
in 2008 and total assets of PLN42.6 billion (EUR10.3 billion) as
of December 31, 2008.


BANK HANDLOWY: Moody's Cuts Bank Financial Strength Rating to 'D+'
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of five
Polish banks.  The affected entities are Powszechna Kasa
Osczednosci Bank Polski, Bank Polska Kasa Opieki SA (Pekao), Bank
Zachodni WBK, Bank Gospodarki Zywnosciowej and Bank Handlowy w
Warszawie.

The downgrades concludes the reviews on the five out of the eight
banks initiated on the 19th of May and reflect Moody's view that
the deterioration in the Polish operating environment is putting
pressure on the banks' standalone creditworthiness, as measured by
their bank financial strength ratings.  The reviews on the
remaining entities are expected to be concluded in the next month.

With the Polish economy having entered a downturn the likelihood
of an increased number of corporate defaults is rising and
therefore the losses in bank's corporate loan portfolios are
expected to grow. In the meantime rising unemployment and the
decline in house prices are expected to result in increased losses
also in the mortgage and consumer portfolios.

These potential losses and substantial provisioning needs are
expected to weaken the profitability and, thus, capital positions
of most Polish banks over the next two years.  The declining
profitability trends were already evidenced in the Q1 financials
of most of the rated Polish banks.  Also a marked deterioration in
asset quality indicators became apparent for the past 6 months,
prompting some banks to declare losses on a quarterly basis.
Moody's note, however, that funding position remains relatively
comfortable with customer deposits funding close to 100% of loan
books. However, the availability and fierce competition for this
form of funding will significantly constrain the growth prospects
of most of the banks.  All these factors indicate that the system
as a whole, as well as individual banks, lost its growth momentum
and is retrenching, leading Moody's adjust its rating assessment
accordingly.

Moody's has incorporated expected losses on bank loan portfolios
into its ratings for some time, but the weight that it attaches to
certain rating considerations, particularly capital and future
earnings prospects, has been increased to better reflect the
present conditions.  This is discussed in a Special Comment
entitled "Calibrating Bank Ratings in the Context of the Global
Financial Crisis", which was published in February 2009.  The
BFSRs of selected Polish rated banks now carry negative outlooks,
reflecting , reflecting the negative outlook that Moody's placed
on the Polish banking system and the volatility in the operating
environment, which may result in a further and significant
deterioration in the banks' financial fundamentals.

               Refined Systemic Support Assessment

Moody's has also refined its assessment of the probability of
systemic support available from the Polish state in line with the
Special Comment entitled "Financial Crisis More Closely Aligns
Bank Credit Risk and Government Ratings in Non-Aaa Countries",
which was published in May 2009.

Moody's previously used the local currency deposit ceiling (LCDC;
Aaa in the case of Poland) as the main input for its assessment of
the ability of the national government to support the banks.
Although anchoring the probability of support at the LCDC is
appropriate in most circumstances -- regarding the provision of
liquidity to a selected number of institutions over a short period
of time -- this might overestimate the capacity, and even
willingness, of a central bank to support financial institutions
in the event of a banking crisis becoming both truly systemic and
protracted.

Moody's therefore believes that the government's local currency
debt rating (usually adjusted by no more than two notches of
uplift due to the array of tools available to the central bank to
support the banking system) should have a greater weight when
considering the probability of systemic support.

Thus, the anchor used for measuring the influence of the
probability of systemic support on banks' ratings is now Polish
government bond rating of A2 (stable outlook) plus one notch of
uplift, resulting in an A1 input.  Although the refined approach
allows two notches of uplift on the government bond rating, given
the recent rapid growth in bank lending, expansion in foreign
currency lending (particularly in residential mortgages) and
potential for large losses on FX derivatives due to the zloty
volatility Moody's considers that one notch uplift is more
appropriate, reflecting its view that the probability of systemic
banking losses are medium to high.

The entities which were most influenced by the reassessment of the
systemic support input were the large systemically important banks
that until now were rated above the government level.  Their local
currency debt and deposit ratings were reduced, by several
notches, to the government level.  However, the foreign currency
deposit ratings of these banks were not affected since they were
already constrained by the country foreign currency ceiling of A2.
Regarding the mid-range banks, however, the impact of this
reassessment was relatively muted since they were already rated at
or below the government level and their long-term ratings were
principally influenced by the movement in their BFSRs.

                     The Rating Actions

Moody's has taken these rating actions on the Polish banks:

                              PKO BP

Moody's downgraded the BFSR of PKO BP to C- (mapping to the BCA of
Baa2) with negative outlook from C.  Although the bank has a
dominant retail position and granular retail loan book, the recent
rapid growth rates in FX mortgages and potential losses associated
with them is a cause for concern.  Moreover, with the recent
growth in lending PKO's current funding position is not as
comfortable as it used to be in the previous year when the retail
deposits exceeded and fully funded its loan book.

Moody's also noted PKO BP's plans to earmark almost its entire
2008 net profit for dividend and at the same time carry out the
rights issue of up to 650 million shares.  Although an overall
amount of the proposed rights issue is larger than the dividend
payment, unless these two transactions are conducted
simultaneously with assured participation by private and public
shareholders the net effect could still be negative for capital
purposes.  Therefore, Moody's still remain reasonably cautious
about the potential impact of the proposed recapitalisation and
the subsequent deployment of this capital.

The long-term senior unsecured debt ratings and local currency
deposit rating were downgraded to A2 with stable outlook from Aa2,
due to the reassessment of the systemic support input.  Moody's
consider that with the government's commitment to maintain their
shareholding after the capital increase indicates a very high
degree of support provided by the system is high and stabilises
PKO BP's long-term rating at the current level despite the
negative outlook on the BFSR.  The long-term subordinated debt
rating was downgraded A3 with stable outlook from Aa3.  The long-
term foreign currency deposit rating of A2, which was constrained
by the ceiling for foreign currency deposits in Poland, and the
short-term debt and deposit ratings of P-1 were affirmed at the
current level.

                              Pekao

Moody's downgraded the BFSR of Pekao to C- (mapping to the BCA of
Baa1) with stable outlook from C.  The downgrade reflects the
potential for losses stemming from its relatively concentrated
corporate portfolio and reduced level of profitability compared
with previous years.  However, Moody's noted that the bank is not
exposed to FX risk to the same extent as other banks and maintains
one of the highest capital adequacy ratios in the system.  This
factor and generally conservative strategy in lending explains the
stable outlook on Pekao's BFSR.

The bank's local currency deposit rating was downgraded to A2 from
Aa3, due to the reassessment of the level of systemic support
input, also with a stable outlook.  The long-term foreign currency
deposit rating of A2 and the short-term rating of P-1 were
affirmed.

                        Bank Zachodni WBK

Moody's downgraded the BFSR of Bank Zachodni WBK to D+ (mapping to
the BCA of Baa3) with negative outlook from C-.  The downgrade and
the negative outlook reflects Moody's view that the bank's
profitability is expected to be substantially influenced by the
current economic downturn due a sizeable exposure to commercial
real estate investment and development, the sector that has
potential for generating large losses in the current environment.

The local and foreign currency deposit ratings were also
downgraded to Baa2 with negative outlook from A2 due to
combination of the reassessment of the systemic support input and
downgrade of the BFSR.  The short term rating was downgraded to P-
2 from P-1.

                          Bank Handlowy

Moody's downgraded the BFSR of BHW to D+ (mapping to the BCA of
Baa3) with negative outlook from C-.  The rating action reflects
the impact of the worsening environment on Bank Handlowy's
predominantly consumer and corporate portfolio.  Moreover, the
bank's losses on FX options had a notable negative impact on its
profitability.  On the other hand, Moody's notes that the bank's
funding position as a net lender to the market remains comfortable
and its capital adequacy ratios are one of the highest among the
rated banks.

The bank's long-term deposit rating was downgraded to Baa1 with a
negative outlook from A3.  The short-term deposit ratings of P-2
were affirmed.

                                BGZ

The local and foreign currency deposit ratings of BGZ were
downgraded to A3 with stable outlook from A2, due to the
reassessment of the systemic support input.  The BFSR was affirmed
since at the D level, in Moody's opinion, it is currently well
placed to reflect BGZ's focused franchise on agribusiness and
allow a reasonable degree of volatility in the bank's financial
fundamentals.

Moody's last rating action on Powszechna Kasa Osczednosci Bank
Polski was on was on May 26, 2009, when Moody's placed its ratings
under review for possible downgrade.

Headquartered in Warsaw, Poland, Powszechna Kasa Osczednosci Bank
Polski reported consolidated IFRS net income of PLN3.1 billion
(EUR757.9 million) in 2008 and total assets of PLN134.6 billion
(EUR32.7 billion) as of December 31, 2008.

Moody's last rating action on Bank Polska Kasa Opieki was on
May 26, 2009, when Moody's placed its ratings under review for
possible downgrade.

Headquartered in Warsaw, Poland, Bank Polska Kasa Opieki reported
consolidated IFRS net income of PLN3.5 billion (EUR857 million) in
2008 and total assets of PLN131.9 billion (EUR32 billion) as of
December 31, 2008.

Moody's last rating action on Bank Zachodni WBK was on May 26,
2009, when Moody's placed its ratings under review for possible
downgrade.

Headquartered in Warsaw, Poland, Bank Zachodni WBK reported
consolidated IFRS net income of PLN855 million (EUR207.6 million)
in 2008 and total assets of PLN57.8 billion (EUR14 billion) as of
December 31, 2008.

Moody's last rating action on Bank Gospodarki Zywnosciowej was on
May 26, 2009, when Moody's placed its ratings under review for
possible downgrade.

Headquartered in Warsaw, Poland, Bank Gospodarki Zywnosciowej
reported consolidated IFRS net income of PLN213 million
(EUR51.7 million) in 2008 and total assets of PLN24.1 billion
(EUR5.8 billion) as of December 31, 2008.

Moody's last rating action on Bank Handlowy w Warszawie was on
March 3, 2009, when Moody's downgraded local and foreign currency
deposit ratings to A3 from A2 on rating under review for possible
downgrade (unchanged).  The short-term deposit ratings were
downgraded to P-2 from P-1.

Headquartered in Warsaw, Poland, Handlowy w Warszawie reported
consolidated IFRS net income of PLN600 million (EUR145.7 million)
in 2008 and total assets of PLN42.6 billion (EUR10.3 billion) as
of December 31, 2008.


BANK ZACHODNI: Moody's Cuts Bank Financial Strength Rating to 'D+'
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of five
Polish banks.  The affected entities are Powszechna Kasa
Osczednosci Bank Polski, Bank Polska Kasa Opieki SA (Pekao), Bank
Zachodni WBK, Bank Gospodarki Zywnosciowej and Bank Handlowy w
Warszawie.

The downgrades concludes the reviews on the five out of the eight
banks initiated on the 19th of May and reflect Moody's view that
the deterioration in the Polish operating environment is putting
pressure on the banks' standalone creditworthiness, as measured by
their bank financial strength ratings.  The reviews on the
remaining entities are expected to be concluded in the next month.

With the Polish economy having entered a downturn the likelihood
of an increased number of corporate defaults is rising and
therefore the losses in bank's corporate loan portfolios are
expected to grow. In the meantime rising unemployment and the
decline in house prices are expected to result in increased losses
also in the mortgage and consumer portfolios.

These potential losses and substantial provisioning needs are
expected to weaken the profitability and, thus, capital positions
of most Polish banks over the next two years.  The declining
profitability trends were already evidenced in the Q1 financials
of most of the rated Polish banks.  Also a marked deterioration in
asset quality indicators became apparent for the past 6 months,
prompting some banks to declare losses on a quarterly basis.
Moody's note, however, that funding position remains relatively
comfortable with customer deposits funding close to 100% of loan
books. However, the availability and fierce competition for this
form of funding will significantly constrain the growth prospects
of most of the banks.  All these factors indicate that the system
as a whole, as well as individual banks, lost its growth momentum
and is retrenching, leading Moody's adjust its rating assessment
accordingly.

Moody's has incorporated expected losses on bank loan portfolios
into its ratings for some time, but the weight that it attaches to
certain rating considerations, particularly capital and future
earnings prospects, has been increased to better reflect the
present conditions.  This is discussed in a Special Comment
entitled "Calibrating Bank Ratings in the Context of the Global
Financial Crisis", which was published in February 2009.  The
BFSRs of selected Polish rated banks now carry negative outlooks,
reflecting , reflecting the negative outlook that Moody's placed
on the Polish banking system and the volatility in the operating
environment, which may result in a further and significant
deterioration in the banks' financial fundamentals.

               Refined Systemic Support Assessment

Moody's has also refined its assessment of the probability of
systemic support available from the Polish state in line with the
Special Comment entitled "Financial Crisis More Closely Aligns
Bank Credit Risk and Government Ratings in Non-Aaa Countries",
which was published in May 2009.

Moody's previously used the local currency deposit ceiling (LCDC;
Aaa in the case of Poland) as the main input for its assessment of
the ability of the national government to support the banks.
Although anchoring the probability of support at the LCDC is
appropriate in most circumstances -- regarding the provision of
liquidity to a selected number of institutions over a short period
of time -- this might overestimate the capacity, and even
willingness, of a central bank to support financial institutions
in the event of a banking crisis becoming both truly systemic and
protracted.

Moody's therefore believes that the government's local currency
debt rating (usually adjusted by no more than two notches of
uplift due to the array of tools available to the central bank to
support the banking system) should have a greater weight when
considering the probability of systemic support.

Thus, the anchor used for measuring the influence of the
probability of systemic support on banks' ratings is now Polish
government bond rating of A2 (stable outlook) plus one notch of
uplift, resulting in an A1 input.  Although the refined approach
allows two notches of uplift on the government bond rating, given
the recent rapid growth in bank lending, expansion in foreign
currency lending (particularly in residential mortgages) and
potential for large losses on FX derivatives due to the zloty
volatility Moody's considers that one notch uplift is more
appropriate, reflecting its view that the probability of systemic
banking losses are medium to high.

The entities which were most influenced by the reassessment of the
systemic support input were the large systemically important banks
that until now were rated above the government level.  Their local
currency debt and deposit ratings were reduced, by several
notches, to the government level.  However, the foreign currency
deposit ratings of these banks were not affected since they were
already constrained by the country foreign currency ceiling of A2.
Regarding the mid-range banks, however, the impact of this
reassessment was relatively muted since they were already rated at
or below the government level and their long-term ratings were
principally influenced by the movement in their BFSRs.

                     The Rating Actions

Moody's has taken these rating actions on the Polish banks:

                              PKO BP

Moody's downgraded the BFSR of PKO BP to C- (mapping to the BCA of
Baa2) with negative outlook from C.  Although the bank has a
dominant retail position and granular retail loan book, the recent
rapid growth rates in FX mortgages and potential losses associated
with them is a cause for concern.  Moreover, with the recent
growth in lending PKO's current funding position is not as
comfortable as it used to be in the previous year when the retail
deposits exceeded and fully funded its loan book.

Moody's also noted PKO BP's plans to earmark almost its entire
2008 net profit for dividend and at the same time carry out the
rights issue of up to 650 million shares.  Although an overall
amount of the proposed rights issue is larger than the dividend
payment, unless these two transactions are conducted
simultaneously with assured participation by private and public
shareholders the net effect could still be negative for capital
purposes.  Therefore, Moody's still remain reasonably cautious
about the potential impact of the proposed recapitalisation and
the subsequent deployment of this capital.

The long-term senior unsecured debt ratings and local currency
deposit rating were downgraded to A2 with stable outlook from Aa2,
due to the reassessment of the systemic support input.  Moody's
consider that with the government's commitment to maintain their
shareholding after the capital increase indicates a very high
degree of support provided by the system is high and stabilises
PKO BP's long-term rating at the current level despite the
negative outlook on the BFSR.  The long-term subordinated debt
rating was downgraded A3 with stable outlook from Aa3.  The long-
term foreign currency deposit rating of A2, which was constrained
by the ceiling for foreign currency deposits in Poland, and the
short-term debt and deposit ratings of P-1 were affirmed at the
current level.

                              Pekao

Moody's downgraded the BFSR of Pekao to C- (mapping to the BCA of
Baa1) with stable outlook from C.  The downgrade reflects the
potential for losses stemming from its relatively concentrated
corporate portfolio and reduced level of profitability compared
with previous years.  However, Moody's noted that the bank is not
exposed to FX risk to the same extent as other banks and maintains
one of the highest capital adequacy ratios in the system.  This
factor and generally conservative strategy in lending explains the
stable outlook on Pekao's BFSR.

The bank's local currency deposit rating was downgraded to A2 from
Aa3, due to the reassessment of the level of systemic support
input, also with a stable outlook.  The long-term foreign currency
deposit rating of A2 and the short-term rating of P-1 were
affirmed.

                        Bank Zachodni WBK

Moody's downgraded the BFSR of Bank Zachodni WBK to D+ (mapping to
the BCA of Baa3) with negative outlook from C-.  The downgrade and
the negative outlook reflects Moody's view that the bank's
profitability is expected to be substantially influenced by the
current economic downturn due a sizeable exposure to commercial
real estate investment and development, the sector that has
potential for generating large losses in the current environment.

The local and foreign currency deposit ratings were also
downgraded to Baa2 with negative outlook from A2 due to
combination of the reassessment of the systemic support input and
downgrade of the BFSR.  The short term rating was downgraded to P-
2 from P-1.

                          Bank Handlowy

Moody's downgraded the BFSR of BHW to D+ (mapping to the BCA of
Baa3) with negative outlook from C-.  The rating action reflects
the impact of the worsening environment on Bank Handlowy's
predominantly consumer and corporate portfolio.  Moreover, the
bank's losses on FX options had a notable negative impact on its
profitability.  On the other hand, Moody's notes that the bank's
funding position as a net lender to the market remains comfortable
and its capital adequacy ratios are one of the highest among the
rated banks.

The bank's long-term deposit rating was downgraded to Baa1 with a
negative outlook from A3.  The short-term deposit ratings of P-2
were affirmed.

                                BGZ

The local and foreign currency deposit ratings of BGZ were
downgraded to A3 with stable outlook from A2, due to the
reassessment of the systemic support input.  The BFSR was affirmed
since at the D level, in Moody's opinion, it is currently well
placed to reflect BGZ's focused franchise on agribusiness and
allow a reasonable degree of volatility in the bank's financial
fundamentals.

Moody's last rating action on Powszechna Kasa Osczednosci Bank
Polski was on was on May 26, 2009, when Moody's placed its ratings
under review for possible downgrade.

Headquartered in Warsaw, Poland, Powszechna Kasa Osczednosci Bank
Polski reported consolidated IFRS net income of PLN3.1 billion
(EUR757.9 million) in 2008 and total assets of PLN134.6 billion
(EUR32.7 billion) as of December 31, 2008.

Moody's last rating action on Bank Polska Kasa Opieki was on
May 26, 2009, when Moody's placed its ratings under review for
possible downgrade.

Headquartered in Warsaw, Poland, Bank Polska Kasa Opieki reported
consolidated IFRS net income of PLN3.5 billion (EUR857 million) in
2008 and total assets of PLN131.9 billion (EUR32 billion) as of
December 31, 2008.

Moody's last rating action on Bank Zachodni WBK was on May 26,
2009, when Moody's placed its ratings under review for possible
downgrade.

Headquartered in Warsaw, Poland, Bank Zachodni WBK reported
consolidated IFRS net income of PLN855 million (EUR207.6 million)
in 2008 and total assets of PLN57.8 billion (EUR14 billion) as of
December 31, 2008.

Moody's last rating action on Bank Gospodarki Zywnosciowej was on
May 26, 2009, when Moody's placed its ratings under review for
possible downgrade.

Headquartered in Warsaw, Poland, Bank Gospodarki Zywnosciowej
reported consolidated IFRS net income of PLN213 million
(EUR51.7 million) in 2008 and total assets of PLN24.1 billion
(EUR5.8 billion) as of December 31, 2008.

Moody's last rating action on Bank Handlowy w Warszawie was on
March 3, 2009, when Moody's downgraded local and foreign currency
deposit ratings to A3 from A2 on rating under review for possible
downgrade (unchanged).  The short-term deposit ratings were
downgraded to P-2 from P-1.

Headquartered in Warsaw, Poland, Handlowy w Warszawie reported
consolidated IFRS net income of PLN600 million (EUR145.7 million)
in 2008 and total assets of PLN42.6 billion (EUR10.3 billion) as
of December 31, 2008.


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


AIR PUMP: Creditors Must File Claims by June 29
-----------------------------------------------
Creditors of OJSC Air Pump and Hydraulics Plant (PSRN
1037800013712) have until June 29, 2009, to submit proofs of
claims to:

         I. Babenko
         Temporary Insolvency Manager
         Post User Box 6
         194214 Saint-Petersburg
         Russia

The Arbitration Court of Saint-Petersburg will convene on Oct. 5,
2009, to hear bankruptcy supervision procedure on the company.
The case is docketed under Case No. ?56–13742/2009.

The Debtor can be reached at:

         OJSC Air Pump and Hydraulics Plant
         Kozhevennaya liniya 30
         Saint-Petersburg
         Russia


KAZANORGSINTEZ OJSC: Debt Nonpayment Cues S&P's Rating Cut to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Russian petrochemical group
Kazanorgsintez OJSC from 'CC' to 'D'.  At the same time, S&P
lowered the Russia national scale rating on the group to 'D' from
'ruCC', and the issue rating on the US$200 million unsecured loan
participation notes issued by subsidiary Kazanorgsintez S.A. and
guaranteed by Kazanorgsintez to 'D' from 'CC'.  S&P has also
lowered the recovery rating on these unsecured notes to '5' from
'4'.  The '5' recovery rating indicates S&P's expectation of
modest (10%-30%) recovery of principal and pre-petition interest.

"Our downgrade follows Kazanorgsintez' nonpayment of its financial
debt obligations," said Standard & Poor's credit analyst Lucas
Sevenin.  "We understand that the group has already started to
work with its main lenders to agree on new terms for its bank loan
financing, mainly to extend the debt amortization profile and to
waive or change financial covenants."

Discussions might be completed in the next few months.

Debt free at the end of 2004, Kazanorgsintez has accumulated
significant financial debt in the past four years following
material and chiefly debt-funded growth capital expenditure
completed in 2008.  Debt topping US$800 million at year-end 2008
includes a sizable chunk due in 2009.  The group's ability to
repay its debt depends on obtaining new financing or changing
existing terms, given its very modest cash balances, limited
available bank lines, the absence of external help so far, and
insufficient operating cash flows under weak operating trends
likely to persist in 2009 at least.  S&P expects existing year-end
2008 and year-end 2009 covenants to be breached, resulting in most
of the long-term debt becoming due in 2009.  Obtaining new
financing remains in S&P's view challenging given overall bank and
debt market conditions, particularly in Russia.

The group is also exposed to the devaluation of the Russian ruble,
with a material part of its financial debt in euros and U.S.
dollars, including the US$200 million unsecured notes S&P rate.

S&P understands that the proposal to include Kazanorgsintez in the
list of Russian companies approved for assistance from the Russian
Commission on Sustainable Development is still in process.  Even
if approved, S&P thinks that the potential financial help extended
would be relatively limited compared with the group's financial
debt.

"We will review the ratings on Kazanorgsintez once the new
financing framework is agreed, factoring in any benefit gained
from the new structure, especially changes in the debt
amortization profile," said Mr. Sevenin.


MEGAFON OAO: US GAAP Net Profit Up 20.2% in First Quarter 2009
--------------------------------------------------------------
RIA Novosti reports that MegaFon OAO said on Thursday its U.S.
GAAP net profit grew 20.2% year-on-year in the first quarter of
2009 to RUR11.13 billion(US$358 million).

RIA Novosti relates MegaFon said its revenues in January-March
2009 grew 11.7% to RUR42.2 billion (US$1.4 billion), and earnings
before interest, taxes, depreciation and amortization (EBITDA)
rose 10.3% to RUR20.9 billion (US$672 million).

                        *     *     *

As reported in the Troubled Company Reporter-Europe on
June 12, 2009, Fitch Ratings changed the Outlooks on OAO MegaFon's
Long-term Issuer Default rating and National Long-term rating to
Positive from Stable.  The change reflects Fitch's expectations
that Megafon shareholders will ultimately be able to put in place
a sustainable dividend policy that will be consistent with the
company's creditworthiness.

MegaFon OAO (MegaFon OJSC) -- http://www.megafon.ru/-- is a
Russia-based provider of wireless telecommunication services.  The
Company owns a nationwide mobile communications network that
operates on the dual band global system for mobile communications
(GSM) 900/1800 standard.  Licensed coverage of the Company and its
100%-owned subsidiaries includes entire territory of the Russian
Federation.  The spectrum of services is addressed both to mass
and corporate customers.  The Company operates through numerous
regional offices.


STROY-IMPULS LLC: Creditors Must File Claims by June 29
-------------------------------------------------------
Creditors of LLC Stroy-Impuls-DSK (TIN 7814142818, PSRN
1037832035460) (Construction) have until June 29, 2009, to submit
proofs of claims to:

         O. Mushtakov
         Insolvency Manager
         Post User Box 67
         191023 Saint-Petersburg
         Russia

The Arbitration Court of Saint-Petersburg will convene at 11:00
a.m. on Sept. 17, 2009, to hear bankruptcy proceedings on the
company.  The case is docketed under Case No. ?56–9570/2009.

The Court is located at:

         The Arbitration Court of Saint-Petersburg
         Courtroom 113
         Suvorovskiy Prospect 50-52
         Saint-Petersburg
         Russia

The Debtor can be reached at:

         LLC Stroy-Impuls-DSK
         Makulaturnyy proezd 7
         197375 Saint-Petersburg
         Russia


STROY-MET LLC: Creditors Must File Claims by June 29
----------------------------------------------------
Creditors of LLC Stroy-Met (TIN 1804007664, PSRN 1021801062030)
(Construction) have until June 29, 2009, to submit proofs of
claims to:

         N. Glebov
         Temporary Insolvency Manager
         Svyazistov Str. 24-71
         614094 Perm
         Russia

The Arbitration Court of Permskiy will convene on July 15, 2009,
to hear bankruptcy supervision procedure on the company.  The case
is docketed under Case No.?50–6403/09.

The Debtor can be reached at:

        LLC Stroy-Met
        Building 42
        Promyshlennaya Str. 4
        Chaykovskiy
        Permskiy
        Russia


STROY-RODOLIT LLC: Creditors Must File Claims by June 29
--------------------------------------------------------
Creditors of LLC Stroy-Rodolit (TIN 7203194298, PSRN
1077203027802) (Construction) have until June 29, 2009, to submit
proofs of claims to:

         V. Konovalov
         Temporary Insolvency Manager
         Post User Box 7664
         Central Postal Office
         644099 Omsk
         Russia

The Arbitration Court of Tumen will convene at 9:00 a.m. on
July 2, 2009, to hear bankruptcy supervision procedure on the
company.  The case is docketed under Case No. ?70–2341/2009,.

The Debtor can be reached at:

         LLC Stroy-Rodolit
         Apt. 16
         Taymyrskaya Str. 72
         625026 Tumen
         Russia


YUGANSK-STROY LLC: Creditors Must File Claims by June 29
--------------------------------------------------------
Creditors of LLC Yugansk-Stroy-Master (TIN 8604036276, PSRN
1058602829570) (Construction) have until June 29, 2009, to submit
proofs of claims to:

         S. Golyarskiy
         Temporary Insolvency Manager
         Building 4
         Block 3
         Massiv 1
         South-Western Zone
         Khanty-Masiysk-Yugra
         628305 Tumenskaya
         Russia

The Arbitration Court of Khanty-Mansiysk-Yugra will convene at
9:00 a.m. on Oct.19, 2009, to hear bankruptcy supervision
procedure on the company.  The case is docketed under Case No.
?75-3148/2009.

The Debtor can be reached at:

         LLC Yugansk-Stroy-Master
         Building 4
         Block 3
         Massiv 1
         South-Western Zone
         Khanty-Masiysk-Yugra
         628305 Tumenskaya
         Russia


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


EMPRESAS 1: S&P Affirms Rating on Class E Notes at 'CCC-'
---------------------------------------------------------
Standard & Poor's Ratings Services  lowered and removed from
CreditWatch negative its credit rating on the class D notes issued
by IM Grupo Banco Popular Empresas 1, Fondo de Titulizacion de
Activos.  At the same time, S&P affirmed and removed from
CreditWatch negative the rating on the class C notes and S&P
affirmed its ratings on all other classes of notes.

On Feb. 19, S&P placed the class C and D notes on CreditWatch
negative due to the worsening performance of the underlying pool.

These rating actions follow an update to S&P's credit and cash
flow analysis based on the most recent transaction information and
loan-level data S&P received from the trustee, InterMoney
Titulizacion, S.G.F.T., S.A.

S&P expects the default and delinquency rates to continue to
increase due to the worsening economic environment.  Moreover, S&P
expects the weak outlook for the Spanish economy to reduce the
transaction's ability to generate a high level of excess spread.
This may result in draws on the reserve fund, decreasing the
credit support it provides.

Given S&P's expectations for the collateral performance and the
current credit enhancement available, S&P's credit and cash flow
analysis shows that the class D notes can no longer maintain their
current ratings.

S&P's analysis looked into the most important features of the
loans backing the transaction.  This analysis involved considering
the risk embedded in the pool, assessing the exposure to real
estate and construction sectors, as well as the concentration of
loans granted for development.  Moreover, S&P also considered the
risks related to loan payment profiles and loans with bullet
maturities.

According to the April investor report, the collateral shows a
29.26% concentration in real estate and construction and a 24.77%
concentration of loans originated in the Andalucia region.

Of IM GBP Empresas 1's current portfolio, 90+ day delinquencies
account for 3.09%, up from 2.87% in January 2009.  Although
delinquency rates have risen, they have not registered a steep
increase as they did at the end of 2008.  Increasing to 2.87% at
the beginning of 2009, 90+ day arrears more than doubled from
1.28% in September 2008.  Cumulative defaults are currently 0.71%
of the original balance, up from 0.49% back in January, showing a
rapid roll-over of severely delinquent loans into defaulted loans.

This transaction features an early amortization mechanism, which
pays down senior notes based on the current balance of defaulted
loans and loans currently due and unpaid.  Consequently, the
higher the delinquency rates the higher the probability that the
deal might not generate sufficient excess spread to meet this
obligation.

The early amortization mechanism has resulted in various draws on
the cash reserve on the course of the life of the transactions.
It was first used in September 2007 and topped up to its required
level in June 2008.  In September 2008, it was drawn again and
partially replenished for the two consecutive payment dates of
December 2008 and March 2009.  As of March 2009 payment date, it
is EUR41.79 million, below its required level of EUR45.00 million.

                          Ratings List


   IM Grupo Banco Popular Empresas 1, Fondo de Titulizacion de
         Activos EUR1,832.4 Million Floating-Rate Notes

      Ratings Lowered and Removed From Creditwatch Negative

                               Rating
                               ------
        Class             To               From
        -----             --               ----
        D                 BB               BBB/Watch Neg

     Ratings Affirmed and Removed From Creditwatch Negative

                               Rating
                               ------
        Class             To               From
        -----             --               ----
        C                 A                A/Watch Neg

                         Ratings Affirmed

                     Class             Rating
                     -----             ------
                     A2                AAA
                     B                 AA-
                     E                 CCC-


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


SWEDBANK AB: S&P Cuts Rating on Hybrid Capital Instruments to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it had affirmed its
'A' long-term and 'A-1' short-term counterparty credit ratings on
Sweden-based Swedbank AB, incorporating an uplift of three notches
to reflect external support.  The outlook is negative.  At the
same time, the ratings on Swedbank's hybrid capital instruments
were lowered to 'BB', reflecting continued pressure on the bank's
stand-alone credit profile.

S&P consider Swedbank to be of high systemic importance within the
Swedish banking system.  Under S&P's criteria, S&P views the
Swedish authorities as "supportive" of the country's banking
system.  The ratings on Swedbank include a three-notch uplift over
the bank's stand-alone credit profile.  This reflects S&P's view
that the bank is highly likely to receive extraordinary government
support should such support become necessary.  Consequently, S&P
consider Swedbank a government-related entity, according to S&P's
definition of entities that are potentially supported by
government intervention during periods of stress.

"The lowering of Swedbank's stand-alone credit profile reflects
the brutal macroeconomic adjustment in the three Baltic states,
particularly Latvia, and Ukraine.  This economic deterioration is
likely to lead to a larger than originally expected detrimental
impact on the bank's asset quality and earnings capacity in 2009
and 2010," said Standard & Poor's credit analyst Louise Lundberg.

Since S&P's last rating decision on Swedbank on March 31, 2009,
the sovereign ratings on Latvia have been placed on CreditWatch
with negative implications because of increased pressure on the
Latvian domestic currency.  The economic contraction in the Baltic
countries and Ukraine is very sharp, and unemployment is
increasing rapidly.  In addition, the Swedish economy, where
Swedbank has the bulk of its operations, is significantly affected
by the ongoing global downturn.

The contraction in the Baltic economies and the recession in
Sweden have led us to further revise S&P's loan loss expectations
and their impact on Swedbank's earnings capacity.  In S&P's view,
Swedbank is likely to have to continue to make a high level of
loan loss provisions in the Baltic states and in Ukraine, while
facing increased pressure on asset quality in the rest of its
operations.  This could result in a significant operating loss for
the group both in 2009 and in 2010.

The negative outlook reflects the possibility that the correction
in the Baltic economies and Ukraine could significantly weaken
Swedbank's financial profile.


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


CECON AG: Claims Filing Deadline is June 29
-------------------------------------------
Creditors of Cecon AG are requested to file their proofs of claim
by June 29, 2009, to:

         Christoph Ceppi
         Gsteinstrasse 2
         3940 Steg
         Switzerland

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


COIFFURE INN: Creditors Must File Claims by June 29
---------------------------------------------------
Creditors of Coiffure Inne GmbH are requested to file their proofs
of claim by June 29, 2009, to:

         Ines Gallus
         Seewenweg 20
         4146 Hochwald
         Switzerland

The company is currently undergoing liquidation in Arlesheim.  The
decision about liquidation was accepted at a shareholders' meeting
held on May 4, 2009.


HANDYMOBIL GMBH: Claims Filing Deadline is June 29
--------------------------------------------------
Creditors of Handymobil GmbH are requested to file their proofs of
claim by June 29, 2009, to:

         Ralph Waldmeier
         Liquidator
         Waffengasse 20
         2502 Biel
         Switzerland

The company is currently undergoing liquidation in Biel.  The
decision about liquidation was accepted at a shareholders' meeting
held on April 27, 2009.


HUNDESCHULE WILA: Creditors Must File Claims by June 29
-------------------------------------------------------
Creditors of Hundeschule Wila GmbH are requested to file their
proofs of claim by June 29, 2009, to:

         Monica Thomas
         Frohwies
         8492 Wila
         Switzerland

The company is currently undergoing liquidation in Wila ZH.  The
decision about liquidation was accepted at a shareholders' meeting
held on May 5, 2009.


MASTER SUPPORT: Claims Filing Deadline is June 29
-------------------------------------------------
Creditors of Master Support & Logistics GmbH are requested to file
their proofs of claim by June 29, 2009, to:

         Fritz F. Kern
         Badenerstrasse 122
         5466 Kaiserstuhl
         Switzerland

The company is currently undergoing liquidation in Zug.  The
decision about liquidation was accepted at a shareholders' meeting
held on May 7, 2009.


MU HOLDING: Creditors Must File Claims by June 29
-------------------------------------------------
Creditors of Mu Holding AG are requested to file their proofs of
claim by June 29, 2009, to:

         Fritz F. Kern
         Badenerstrasse 122
         5466 Kaiserstuhl
         Switzerland

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


OCUPHARM AG: Claims Filing Deadline is June 29
----------------------------------------------
Creditors of Ocupharm AG are requested to file their proofs of
claim by June 29, 2009, to:

         David Schmid
         Salinenstrasse 25
         4133 Pratteln
         Switzerland

The company is currently undergoing liquidation in Zurich.  The
decision about liquidation was accepted on Dec.1, 2006.


PUNKTUM AG: Claims Filing Deadline is June 29
----------------------------------------------
Creditors of Punktum AG are requested to file their proofs of
claim by June 29, 2009, to:

         Punktum AG
         Klusstrasse 50
         8032 Zurich
         Switzerland

The company is currently undergoing liquidation in Zurich.  The
decision about liquidation was accepted at a general meeting held
on April 23, 2009.


* SWITZERLAND: Central Bank Says Banks Remain Exposed to Risk
-------------------------------------------------------------
Martin Gelnar and Katherina Bart at the Wall Street Journal report
that the Swiss National Bank said Switzerland's biggest banks, UBS
AG and Credit Suisse Group's risk exposure remains high.

According to the WSJ, the central bank said deteriorating credit
quality in Switzerland and abroad as well as uncertain economic
prospects make for a gloomy outlook for profitability.  The WSJ
relates the central bank said both banks may face further loss
provisions of up to CHF35 billion  (US$32 billion).  "Losses in
the order of roughly 2% of total assets at UBS and 3% at Credit
Suisse would currently deplete most of these bank's capital base
unless simultaneous corrective measures are taken," the WSJ quoted
the central bank as saying in its financial stability report.

The WSJ states the central bank noted the banks must take steps to
increase their resilience to shocks.  The central bank said
measures include further reductions of risky positions, a
strengthening of capital, steps to preserve liquidity, and cutting
costs, the WSJ adds.

The WSJ discloses the central bank said it expects the Swiss
economy to contract 2.5% to 3% in 2009, unchanged from a previous
estimate.  Swiss central bank President Jean-Pierre Roth, as cited
by the WSJ, said Switzerland's economic- and monetary-policy
situation is gradually normalizing but risks remain.


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


INDUSTRIAL AND ENERGY: Creditors Must File Claims by June 28
------------------------------------------------------------
Creditors of LLC Industrial and Energy Service (code EDRPOU
31987287) have until June 28, 2009, to submit proofs of claim to:

         State tax inspection in Darnitsa District of Kiev
         Insolvency Manager
         O. Koshyts Str. 3
         02660 Kiev
         Ukraine

The Economic Court of Kiev commenced bankruptcy proceedings
against the company on Feb. 13, 2009.  The case is docketed under
Case No. 50/17.

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 Industrial and Energy Service
         Borispol Str. 9
         02099 Kiev
         Ukraine


LUMED LTD: Creditors Must File Claims by June 28
------------------------------------------------
Creditors of LLC Lumed Ltd (code EDRPOU 20135015) have until
June 28, 2009, to submit proofs of claim to:

         V. Temchishyn
         Insolvency Manager
         Office 3
         Svetlaya str. 5
         43000 Lutsk
         Ukraine

The Economic Court of Volin commenced bankruptcy proceedings
against the company on May 13, 2009. The case is docketed under
Case No. 1/63-b.

The Court is located at:

         The Economic Court of Volin
         Volia Avenue 54-A
         43010 Lutsk
         Ukraine

The Debtor can be reached at:

         LLC Lumed Ltd
         Slovatsky Str. 30
         Lutsk
         Volin
         Ukraine


REAGENT LLC: Creditors Must File Claims by June 28
----------------------------------------------------
Creditors of LLC Reagent (code EDRPOU 22919548) have until
June 28, 2009, to submit proofs of claim to:

         State tax inspection in Darnitsa District of Kiev
         Insolvency Manager
         O. Koshyts Str. 3
         02660 Kiev
         Ukraine

The Economic Court of Kiev commenced bankruptcy proceedings
against the company on 02/13/2009.  The case is docketed under
Case No 50/15.

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 Reagent
         O. Koshyts Str. 3
         02088 Kiev
         Ukraine


RUTA LLC: Creditors Must File Claims by June 28
-----------------------------------------------
Creditors of LLC Ruta (code EDRPOU 33062818) have until June 28,
2009, to submit proofs of claim to:

         V. Temchishyn
         Insolvency Manager
         Office 3
         Svetlaya Str. 5
         43000 Lutsk
         Ukraine

The Economic Court of Volin commenced bankruptcy proceedings
against the company on May 12, 2009.  The case is docketed under
Case No. 4/57-b.

The Court is located at:

         The Economic Court of Volin
         Volia Avenue 54-A
         43010 Lutsk
         Ukraine

The Debtor can be reached at:

         LLC Ruta
         Mir Str. 18
         Ratnov
         Lutsk
         Volin
         Ukraine


TNT VEST: Court Starts Bankruptcy Supervision Procedure
-------------------------------------------------------
The Economic Court of Rovno commenced bankruptcy supervision
procedure on LLC TNT Vest (code EDRPOU 30718910).

The Insolvency Manager is:

         I. Dragun
         Office 22
         Sobornaya Str. 34/14
         33028 Rovno
         Ukraine

The Court is located at:

         The Economic Court of Rovno
         Yavornitsky Str. 59
         33001 Rovno
         Ukraine

The Debtor can be reached at:

         LLC TNT Vest
         Sobornaya Str. 4
         Vladimirets
         34300 Rovno
         Ukraine


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


CORPORATE COMPUTER: IP Asset Offered for Sale
---------------------------------------------
The administrators of Corporate Computer Lease Limited, Mr. Peter
Wastell and Mr. Michael Young of Vantis, are seeking offers for
the company's prime intellectual property asset "smartfundit.com"
--- an open, online business finance marketplace.

For more information, contact:

     Timothy Salter
     Marriott & Co.
     19 East Street
     Farnham Surrey
     GU9 7SD England
     Tel: 01252 712083
     Fax: 01252 737613


GOWRINGS MOBILITY: Business Put Up for Sale
-------------------------------------------
Gowrings Mobility Ltd's administrators, Stephen John Adshead and
Gregory Andrew Palfrey, offer for sale the company's business and
assets as a going concern.

The company, one of the largest providers of wheelchair passenger
vehicles in the UK, has sold over 1,400 new and used vehicles in
FYE 2009.

For more information, contact:

       Stephen Adshead/Amanda Phillips
       Smith & Williamson Limited
       Imperial House
       18-21 Kings Park Road
       Southampton SO152AT
       Tel: 02380 827685
       Fax: 02380 827604


SHERWOOD CASTLE: Moody's Reviews 'Ba2'-Rated Class S1 and S2 Notes
------------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings of certain classes of asset-backed notes
issued and backed by receivables in the Castle Receivables Trust.
The assets backing the notes in the master trust are receivables
arising under designated revolving credit card accounts originated
in the UK by Capital One Bank Europe PLC (NR), a wholly owned
subsidiary of Capital One Bank (A2/P-1/Negative).

The review has been prompted as Moody's now considers that there
is an increased likelihood that a stressed scenario where the pool
balance of the trust may decline would be observed in relation to
COBEP master trust.  The assumption on whether a pool balance is
declining during the stressed scenario is a key consideration for
the 'purchase rate' assumption for the trust and Moody's overall
credit analysis.  The concerns primarily stem from the relatively
small size of COBEP's card business in comparison to the core
credit card franchise of Capital One Bank in the US and, in
particular, the higher charge offs that have been observed in the
recent months coupled with the expectation that this trend will
continue over the course of 2010.  As such, in Moody's opinion,
the purchase rate assumption for Castle Receivables Trust should
be decreased in order for this assumption to be better aligned
with the corresponding assumption for the core US portfolio and
with assumptions taken in other credit card trusts rated by
Moody's.  Moody's believes that the current economic environment
places more importance in making this adjustment.

Moody's is also assessing the possible credit impact of certain
trust provisions related to the occurrence of an originator
'insolvency event' in Castle Receivables Trust (refer to a
separate press release titled 'Moody's assesses possible credit
impact of originator insolvency on rated UK credit card master
trust transactions').

In addition, Moody's is reviewing the benefit given to potential
capture of excess spread in the analysis on classes of notes that
are supported by trapping of excess spread.  This is primarily
driven by the volatile trend coupled with lower levels of excess
spread recently observed in the trust, which raises the concern on
the effectiveness of the spread trapping triggers in a stressed
scenario.

Key risks to noteholders stem from a potential deterioration in
portfolio performance going forward in the context of UK
recession.  Rises in unemployment, decreases in wage growth and
increases in costs of living will exert pressure on already highly
leveraged UK borrowers, all of which feed through to Moody's
negative outlook on the UK credit card ABS sector.  Moody's
expects charge-offs to continue to increase over the coming months
and to range between 9% and 12% in a medium to long-term basis.
The majority of accounts in Castle trust have variable rate APRs
linked to the Bank of England base rate.  As a result, recent base
rate cuts will manifest themselves in lower yields and Moody's
expects yield to range between 19%-21% over the course of 2009.

Moody's complete rating actions are:

Issuers: Sherwood Castle Funding Series 2003-2, Sherwood Castle
Funding Series 2004-1, Sherwood Castle Funding Series 2004-2,
Sherwood Castle Funding Series 2004-3, Sherwood Castle Funding
Series 2005-1, Sherwood Castle Funding Series 2006-1

  -- GBP215,000,000 Sherwood Castle Funding Series 2003-2 Class A
     Asset Backed Notes due 2010, current rating Aaa

  -- GBP15,000,000 Sherwood Castle Funding Series 2003-2 Class B
     Asset Backed Floating Rate Notes due 2010, current rating A2

  -- EUR529,000,000 Sherwood Castle Funding Series 2004-1 Class A
     Asset Backed Floating Rate Notes Due 2014, current rating Aaa

  -- EUR44,000,000 Sherwood Castle Funding Series 2004-1 Class B
     Asset Backed Floating Rate Notes Due 2014, current rating A2

  -- EUR57,000,000 Sherwood Castle Funding Series 2004-1 Class C
     Asset Backed Floating Rate Notes Due 2014, current rating
     Baa2

  -- GBP210,000,000 Sherwood Castle Funding Series 2004-2 Class A
     Asset Backed Notes due 2014, current rating Aaa

  -- GBP17,500,000 Sherwood Castle Funding Series 2004-2 Class B
     Asset Backed Notes due 2014, current rating A2

  -- GBP22,500,000 Sherwood Castle Funding Series 2004-2 Class C
     Asset Backed Notes due 2014, current rating Baa2

  -- EUR250,000,000 Sherwood Castle Funding Series 2004-3 Class A
     Asset Backed Notes due 2009, current rating Aaa

  -- EUR20,500,000 Sherwood Castle Funding Series 2004-3 Class B
     Asset Backed Notes due 2009, current rating A2

  -- EUR27,500,000 Sherwood Castle Funding Series 2004-3 Class C
     Asset Backed Notes due 2009, current rating Baa2

  -- GBP294,000,000 Sherwood Castle Funding Series 2005-1 Class A
     Asset Backed Notes due 2012, current rating Aaa

  -- GBP24,500,000 Sherwood Castle Funding Series 2005-1 Class B
     Asset Backed Notes due 2012, current rating A2

  -- GBP31,500,000 Sherwood Castle Funding Series 2005-1 Class C
     Asset Backed Notes due 2012, current rating Baa2

  -- GBP8,900,000 Sherwood Castle Funding Series 2006-1 Class S1
     Asset Backed Notes due 2014, current rating Ba2

  -- EUR30,600,000 Sherwood Castle Funding Series 2006-1 Class S2
     Asset Backed Notes due 2014, current rating Ba2

Last rating action with respect to the trust relates to Sherwood
Castle Funding Series 2003-2 Class C notes in April 2009


ROYAL BANK: Ex-CEO Agrees to Hand Back GBP4.7 Mln of Pension
------------------------------------------------------------
Philip Aldrick at Telegraph.co.uk reports that Sir Fred Goodwin
has agreed to hand back GBP4.7 million of the controversial
GBP8.3 million pension top up he received on leaving Royal Bank of
Scotland Group plc.

Mr. Goodwin, the report says, decided to make the concession after
an internal review at the bank cleared him of any misconduct.

According to the report, the former RBS chief executive will now
draw an annual pension of GBP342,500, reduced from GBP555,000.
The report recalls his pension top-up escalated into a huge
political row in the wake of the government's total GBP45 billion
rescue for the bank, threatening to bring down City minister Lord
Myners, who was involved in signing off the deal.  RBS is now 70pc
state owned, the report notes.

"On any measure this represents a very substantial reduction to
Fred's pension and is an acceptable amount to all parties to the
discussion. I am very pleased that we have resolved a situation
that has been a difficult and unhappy one for all the parties
involved, and it is to Fred's credit that he has done this on a
voluntary basis," the report quoted RBS chairman Sir Philip
Hampton, who led the pension negotiations, as saying.  "He
understandably wished to wait until the conclusion of an internal
inquiry into his pension arrangements, conduct, expenses and the
use of company assets, before addressing this question. This
inquiry concluded recently, finding that there was no conduct on
Fred's part that would justify reducing the pension."

                         About RBS

The Royal Bank of Scotland Group plc (NYSE:RBS) --
http://www.rbs.com/-- is a holding company of The Royal Bank of
Scotland plc (Royal Bank) and National Westminster Bank Plc
(NatWest), which are United Kingdom-based clearing banks.  The
company's activities are organized in six business divisions:
Corporate Markets (comprising Global Banking and Markets and
United Kingdom Corporate Banking), Retail Markets (comprising
Retail and Wealth Management), Ulster Bank, Citizens, RBS
Insurance and Manufacturing.  On October 17, 2007, RFS Holdings
B.V. (RFS Holdings), a company jointly owned by RBS, Fortis N.V.,
Fortis SA/NV and Banco Santander S.A. (the Consortium Banks) and
controlled by RBS, completed the acquisition of ABN AMRO Holding
N.V. (ABN AMRO).  In July 2008, the company disposed its entire
interest in Global Voice Group Ltd.


===================
U Z B E K I S T A N
===================


ASAKA BANK: Moody's Assigns 'E+' Bank Financial Strength Rating
---------------------------------------------------------------
Moody's Investors Service has assigned these global-scale ratings
to State Joint-Stock Commercial Bank "Asaka": a bank financial
strength rating of E+, long-term and short-term local currency
deposit ratings of B1/Not Prime, and long-term and short-term
foreign currency deposit ratings of B3/Not Prime.  All ratings
carry a stable outlook.

According to Moody's, Asaka Bank's ratings reflect the bank's
entrenched market positions (especially in the corporate banking
sector) in the Republic of Uzbekistan, its relatively expanded
geographic national coverage, healthy and recurring income
structure and adequate capitalization levels, as well as the
bank's established partnership with a diverse number of
international financial institutions.  At the same time, Asaka
Bank's ratings are constrained by the high concentration of the
bank's assets and liabilities (in terms of both single-name and
industry concentration), the predominantly short-term nature of
its customer funding base, modest cost-efficiency metrics, as well
as the untested quality of the bank's loan book and its potential
deterioration in a less favorable economic environment.  Other
constraining factors include the bank's corporate governance
issues, largely derived from the fact that Asaka Bank is at the
same time 100% state-owned and predominantly focused on servicing
state-owned clientele.

Asaka Bank's deposit ratings are underpinned by Moody's
expectation of a very high probability of systemic support to the
bank, in case of need.  This expectation takes into account the
100% state ownership of the bank and its material share of the
country's total banking system, which varies from 10% to 15% in
the context of corporate loans and deposits within the framework
of Uzbekistan.  As a result, in accordance with Moody's JDA
methodology for banks, Asaka Bank's deposit rating of B1 benefits
from a one-notch uplift from its own B2 Baseline Credit Assessment
(mapped, in turn, from its E+ BFSR).

Moody's notes that Asaka Bank's deposit ratings are strongly
dependent upon the stance and condition of Uzbekistan's operating
and economic environment.

According to Moody's, an upgrade of Asaka Bank BFSR of E+ might be
possible if the bank qualitatively enhances its corporate
governance and risk management practices, especially as regards
serving state-owned projects and clientele, and demonstrates a
sustained trend of strengthening profitability and improving asset
quality, including a decrease in borrower concentration.  Greater
diversification and longer duration of the bank's funding base
could also exert positive pressure on its stand-alone rating
positioning.

"A dramatic deterioration in Asaka Bank's asset quality
indicators, especially if not compensated by adequate
capitalisation, or weakening of its liquidity profile could lead
to a downgrade of the bank's stand-alone ratings," said Olga
Ulyanova, a Moody's Assistant Vice-President/Analyst.  "Asaka
Bank's B1 GLC deposit rating could be downgraded if any bank-
specific or system-wide factors were to change Moody's current
perception of (i) the probability of systemic support for the bank
from the government of Uzbekistan and (ii) the state's financial
flexibility to render such support," Ms Ulyanova added.

Headquartered in Tashkent, Uzbekistan, Asaka Bank reported in
YE2008 IFRS total assets of US$1.067 billion and total
shareholders' equity of US$139 million.  Net income for that year
was US$15.7 million.


* BOND PRICING: For the Week June 15 to June 19, 2009
-----------------------------------------------------
Issuer                    Coupon   Maturity   Currency   Price
------                    ------   --------   --------   -----

AUSTRIA
-------
Conwert Immo INV          1.500    11/12/14      EUR     63.90
Oester Volksbk            4.810    07/29/25      EUR     89.30
Oester Volksbk            5.270    02/08/27      EUR     90.12

FRANCE
------
Alcatel SA                4.750    01/01/11      EUR     15.20
Calyon                    6.000    06/18/47      EUR     35.19
Cap Gemini SA             2.500    01/01/10      EUR     51.38
Cap Gemini Soget          1.000    01/01/12      EUR     40.52
Cap Gemini Soget          3.500    01/01/14      EUR     37.52
Cie Fin Foncier           2.500    02/24/31      CHF     70.19
Cie Fin Foncier           3.880    04/25/55      EUR     71.37
Ciments Francais          4.750    04/04/17      EUR     79.27
Club Mediterrane          4.380    11/01/10      EUR     47.55
CMA CGM                   5.500    05/16/12      EUR     47.38
CMA CGM SA                7.250    02/01/13      USD     44.75
Soc Air France            2.750    04/01/20      EUR     19.26

CZECH REPUBLIC
--------------
Czech Republic            2.750    01/16/36      JPY     46.17

DENMARK
-------
Danske Bank               5.380    09/29/21      GBP     74.86

GERMANY
-------
Bayerische Lndbk          4.500    02/07/19      EUR     71.30
City of Kiev              8.630    07/15/11      USD     61.52
City of Kiev              8.630    07/15/11      USD     57.47
Commerzbank AG            4.130    09/13/16      EUR     72.40
Commerzbank AG            6.630    08/30/19      GBP     76.00
Depfa Pfandbrief          6.100    08/01/18      EUR     71.20
Deutsche Bk Lond          3.000    05/18/12      CHF     67.00
Deutsche Bk Lond          1.000    03/31/27      USD     39.38
Dresdner Bank AG          6.180    02/28/23      EUR     74.85
Dresdner Bank AG          5.700    07/31/23      EUR     70.64
Rheinboden Hybk           6.250    06/01/11      EUR     99.99

IRELAND
-------
Alfa Bank                 8.640    02/22/17      USD     77.34
Allied Irish Bks          7.880    07/05/23      GBP     73.62
Allied Irish Bks          5.250    03/10/25      GBP     55.52
Allied Irish Bks          5.630    11/29/30      GBP     52.30
Ardagh Glass              7.130    06/15/17      EUR     79.25
Banesto Finance           6.120    11/07/37      EUR      6.12
Bank of Ireland           4.880    01/22/18      GBP     69.70
Bank of Ireland           4.630    02/27/19      EUR     67.76
Bank of Ireland           9.250    09/07/20      GBP     83.62
Dali Capital 29           4.800    12/21/37      GBP     73.18
Depfa ACS Bank            5.030    08/01/18      JPY     16.35
Depfa ACS Bank            1.650    12/20/16      JPY     70.10
Depfa ACS Bank            2.380    02/15/19      CHF     92.36
Depfa ACS Bank            0.500    03/03/25      CAD     53.10
Depfa ACS Bank            4.600    12/05/25      EUR     70.54
Depfa ACS Bank            3.250    07/31/31      CHF     85.30
Depfa ACS Bank            0.250    07/08/31      CAD     30.15
Depfa ACS Bank            5.130    03/16/37      USD    101.67
Depfa Bank Plc           11.000    02/07/11      BRL     69.38
Depfa Bank Plc            4.000    09/14/12      EUR     74.42
Hypo Public Fin           5.400    03/26/24      EUR     40.49
UT2 Funding Plc           0.000    06/30/16      EUR     29.06

ITALY
-----
Cir SpA                   5.750    12/16/24      EUR     66.44
Comune di Milano          4.020    06/29/35      EUR     66.13

LUXEMBOURG
----------
Bank of Moscow            6.810    05/10/17      USD     72.15
Breeze                    4.520    04/19/27      EUR     87.00
Cirsa Fin Lux             8.750    05/15/14      EUR     75.38
Codere Fin Lux            8.250    06/15/15      EUR     65.25
CRC Breeze                5.290    05/08/26      EUR     62.54
Globus Capital            8.500    03/05/12      USD     47.52

NETHERLANDS
-----------
ABN Amro Bank NV          3.380    08/15/31      CHF     90.60
ABN Amro Bk-NY            7.130    10/15/93      USD     69.58
Achmea Hypobk             4.300    04/03/24      EUR     73.34
Achmea Hypobk             4.000    12/27/24      EUR     69.75
Air Berlin Finan          1.500    04/11/27      EUR     38.56
ALB Finance BV            9.000    11/22/10      USD     19.48
ALB Finance BV            8.750    04/20/11      GBP     20.99
ALB Finance BV            7.880    02/01/12      EUR     19.98
ALB Finance BV            9.250    09/25/13      USD     20.96
Alfa Bk Ukraine           9.750    12/22/09      USD     69.94
Astana Finance            7.880    06/08/10      EUR     17.50
Astana Finance            9.000    11/16/11      USD     16.48
ATF Capital BV            9.250    02/21/14      USD     70.62
Bk Ned Gemeenten          0.500    06/27/18      CAD     67.45
Bk Ned Gemeenten          0.500    02/24/25      CAD     45.37
BLT Finance BV            7.500    05/15/14      USD     52.27
Cemex Fin Europe          4.750    03/05/14      EUR     65.58
Clondalkin BV             8.000    03/15/14      EUR     52.38
Clondalkin BV             8.000    03/15/14      EUR     52.38
Hit Finance BV            4.880    10/27/21      EUR     72.97
JSC Bank Georgia          9.000    02/08/12      USD     72.59
Turanalem Fin BV          7.130    12/21/09      GBP     23.99
Turanalem Fin BV          7.880    06/02/10      USD     28.99
Turanalem Fin BV          6.250    09/27/11      EUR     24.47
Turanalem Fin BV          7.750    04/25/13      USD     29.43
Turanalem Fin BV          8.000    03/24/14      USD     27.04
Turanalem Fin BV          8.500    02/10/15      USD     26.43
Turanalem Fin BV          8.250    01/22/37      USD     24.53

ROMANIA
-------
Bucharest                 4.130    06/22/15      EUR     77.43

SPAIN
-----
Balear Gov't              4.060    11/23/35      EUR     69.76
Bancaja                   4.250    05/26/13      EUR     70.90
Bancaja                   4.380    02/14/17      EUR     70.92
Cedulas TDA A-6           4.250    04/10/31      EUR     70.33
Comun Auto Canar          3.900    11/30/35      EUR     66.43
Comun Auto Canar          4.200    10/25/36      EUR     70.06

SWITZERLAND
-----------
Cytos Biotech             2.880    02/20/12      CHF     42.97

UNITED KINGDOM
--------------
Alfa-Bank CJSC            9.250    07/26/10      USD     64.73
Alfa-Bank CJSC           12.000    08/11/11      USD     77.49
Alliance&Leic Bld         5.250    03/06/23      GBP     73.27
Alliance&Leic Bld         5.880    08/14/31      GBP     73.09
Alpha Credit Grp          2.940    03/04/35      JPY     69.23
Amlin Plc                 6.500    12/19/26      GBP     69.53
Anglian Wat Fin           2.400    04/20/35      GBP     47.41
Arsenal Sec               5.140    09/01/29      GBP     68.74
Aviva Plc                 5.750    11/14/21      EUR     72.34
Aviva Plc                 5.250    10/02/23      EUR     69.06
Aviva Plc                 6.880    05/22/38      EUR     67.37
Aviva Plc                 6.880    05/20/58      GBP     66.51
Azovstal                  9.130    02/28/11      USD     68.42
Barclays Bk Plc          11.650    05/20/10      USD     51.83
BL Super Finance          5.270    07/04/25      GBP     74.15
BL Super Finance          5.580    10/04/25      GBP     71.10
Bradford&Bin Bld          7.630    02/16/10      GBP     10.00
Bradford&Bin Bld          5.630    02/02/13      GBP    102.11
Bradford&Bin Bld          4.250    05/04/16      EUR     83.49
Bradford&Bin Bld          5.500    01/15/18      GBP      9.99
Bradford&Bin Bld          4.880    06/28/17      EUR     81.08
Bradford&Bin Bld          2.750    10/16/18      CHF     96.03
Bradford&Bin Bld          5.750    12/12/22      GBP      7.25
Bradford&Bin Bld          3.500    07/16/27      CHF     90.87
Bradford&Bin Bld          2.880    10/16/31      CHF     57.27
Bradford&Bin Bld          4.910    02/01/47      EUR     47.24
Brit Insurance            6.630    12/09/30      GBP     56.37
British Land Co           5.360    03/31/28      GBP     73.74
British Land Co           5.360    03/31/28      GBP     73.52
British Land Co           5.010    09/24/35      GBP     74.83
British Land Co           5.260    09/24/35      GBP     71.24
British Land Co           5.260    09/24/35      GBP     67.62
British Tel Plc           5.750    12/07/28      GBP     69.07
British Tel Plc           6.380    06/23/37      GBP     70.88
Britannia Bldg            5.750    12/02/24      GBP     61.23
Britannia Bldg            5.880    03/28/33      GBP     55.93
Brixton Plc               5.250    10/21/15      GBP     69.50
Brixton Plc               6.000    09/30/19      GBP     65.88
Broadgate Finance         4.850    04/05/31      GBP     73.52
Broadgate Finance         5.000    10/05/31      GBP     73.10
Broadgate Finance         5.100    04/05/33      GBP     58.84
Broadgate Finance         4.820    07/05/33      GBP     71.00
Cattles Plc               7.880    01/17/14      GBP      9.48
Cattles Plc               8.130    07/05/17      GBP     15.00
CGNU Plc                  6.130    11/16/26      GBP     66.82
City of Kyiv              8.250    11/26/12      USD     54.96
City of Kiev              8.000    11/06/15      USD     49.31
Clerical Med Fin          6.450    07/05/23      EUR     54.72
Connect M77/GSO           5.400    03/31/34      GBP     72.26
Co-operative Bnk          5.630    11/16/21      GBP     69.47
Delamare Finance          6.070    02/19/29      GBP     69.70
Prudential Bank           6.880    12/29/21      GBP     60.34

                            *********

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

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

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

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

                            *********


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

Troubled Company Reporter -- Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Valerie C. Udtuhan, Marites O. Claro, Rousel Elaine
C. Tumanda, 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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