TCREUR_Public/090703.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

             Friday, July 3, 2009, Vol. 10, No. 130

                            Headlines

A U S T R I A

BANNERT AIR: Creditors Must File Claims by July 22
ERHA TRANSPORTE: Creditors Must File Claims by July 22
FILIPOVIC IVO: Creditors Must File Claims by July 22
GRAPHIPACK MASCHINENHANDEL: Claims Filing Deadline is July 21
PRESTIGE PARKING: Claims Filing Deadline is July 22


B E L G I U M

KBC BANK: Overhauls Top Management; Jan Vanhevel Named New CEO


G E O R G I A

METROMEDIA INT'L: Wins U.S. Court Nod to Appeal US$188MM Award


G E R M A N Y

ASAT HOLDINGS: Enters Into Restructuring Pact with Noteholders
LEAR CORP: Operations Outside U.S. Excluded from Bankr. Filing
PORSCHE AUTOMOBIL: KfW Officially Rejects EUR1.75 Loan Application
QIMONDA AG: Court Sets August 20 Claims Bar Date for U.S. Units


H U N G A R Y

MAV ZRT: Moody's Downgrades Corporate Family Rating to 'Ba1'


I R E L A N D

AMERICAN INT'L: Shareholder Questions PwC Fees at Meeting
CLARIS LIMITED: Moody's Withdraws 'C' Rating on 98/2007 Tranche I
CORIOLANUS LTD: S&P Junks Ratings on Floating-Rate Series 24 Notes
EIRLES TWO: S&P Junks Rating on Floating-Rate Series 166 Notes


I T A L Y

VALENTINO FASHION: Lenders Eye Debt Deal by End of Summer

* Moody's Downgrades BFSRs of Three Italian Banks to 'D+'


K A Z A K H S T A N

AK KUYIN: Creditors Must File Claims by July 10
ECO DOM: Creditors Must File Claims by July 10
KAIR LTD: Creditors Must File Claims by July 10
PROM ELECTRO: Creditors Must File Claims by July 10
TERMINAL DOSTYK: Creditors Must File Claims by July 10

ZHAIKMUNAI LP: In Talks with Lenders Over Debt Covenant Waiver


K Y R G Y Z S T A N


GOLDEN TOUR: Creditors Must File Claims by July 24

L U X E M B O U R G

LYONDELL CHEMICAL: Creditors Seek to Sue Basell Merger Architects
LYONDELLBASSEL: James Gallogly May be Paid US$32 Million as CEO


M A C E D O N I A

* REPUBLIC OF MACEDONIA: Fitch Puts 'BB+' Rating on EUR175MM Bonds


N E T H E R L A N D S

ING GROEP: To Cut 800 Jobs in Cost-Saving Drive
PROLIANCE INT'L: To Sell European Unit; US Unit Files Chapter 11
VNU MEDIA: Has Deal with Lenders to Slash Debt by More Than Half


R U S S I A

AVTOVAZ OAO: Posts RUR24.7 Billion 2008 Net Loss
CBED BANK: Fitch Cuts Long-Term Issuer Default Rating to 'B-'
GAZPROMBANK OAO: Posts RUR16.6 Bln Net Income in First Qtr. 2009


S E R B I A   &   M O N T E N E G R O

ASTRAKA BANKA: Administrator Offers for Sale Eunet & Yunet Stakes


S L O V E N I A

ISTRABENZ DD: Seeks Creditor Settlement After Share Issue Failed


S P A I N

CONSUMO BANCAJA: Fitch Cuts Rating on Class D Notes to 'CC'
IM GRUPO: Moody's Assigns (P)'Caa1' Rating on Series B Notes
TDA IBERCAJA: S&P Assigns 'CCC-' Rating on Class B Notes


S W I T Z E R L A N D

ANTHEM VENTURES: Creditors Must File Claims by July 8
CAFE AM: Creditors Must File Claims by July 8
CTRS GMBH: Creditors Have Until July 8 to File Claims
PAUL'S SCHLUESSELSERVICE: Claims Filing Deadline is July 8
SPOGRA AG: Creditors Must File Claims by July 8


U K R A I N E

OKNA-PLAST LLC: Creditors Must File Claims by July 8
SLAVTRANS LLC: Creditors Must File Claims by July 10
TAUSAMGAT LLC: Creditors Must File Claims by July 8


U N I T E D   K I N G D O M

BAXI HOLDINGS: S&P Affirms 'CC' Corporate Credit Rating
BRITISH AIRWAYS: Calls in Acas to Help with Pay Negotiations
CATTLES PLC: Axes 6 Senior Executives After Financial Review
CELLTEC LIMITED: Placed Into Administration
CHAMPION HOME: Moody's Cuts Corporate Family Rating to 'Caa3'

FE MOTTRAM: Administrators Put Business Up for Sale
GKN HOLDINGS: S&P Changes Outlook to Stable; Affirms 'BB+' Rating
HUGGET ELECTRICAL: Goes Into Liquidation
INVENSYS PLC: Moody's Gives Positive Outlook; Affirms 'Ba1' Rating
KIRK SPV: Moody's Assigns (P)'Ca' Rating on EUR600MM Class B6 CDS

LEHMAN BROTHERS: U.S. Court OKs Cross-Border Insolvency Protocol
LEHMAN BROTHERS: Gets Nod to Probe Barclays Over LBI Sale
NATIONAL EXRESS: UK Gov't to Nationalize East Coast Franchise
NORTHERN ROCK: To Report Losses in Excess of GBP500 Million
PEARL GROUP: Noteholders Show Concern Over Liberty Transaction

ROYAL BANK: CEO Won't Cash In Incentive Shares Within 2 Years
TATA MOTORS: JLR Wants Workers' Salary Payments Delayed
YELL GROUP: S&P Downgrades Corporate Credit Ratings to 'B'

* Fitch Says Impact of Ofcom's UK Pay TV Consultation Moderate
* S&P Withdraws Ratings on Nine European Synthetic CDO Tranches

* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors,


                         *********


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A U S T R I A
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BANNERT AIR: Creditors Must File Claims by July 22
--------------------------------------------------
Creditors of Bannert Air GmbH have until July 22, 2009, to file
their proofs of claim.

A court hearing for examination of the claims has been scheduled
for August 5, 2009 at 10:50 on a.m.

For further information, contact the company's administrator:

         Mag. Gerhard Bauer
         Mahlerstrasse 7
         1010 Wien
         Austria
         Tel: 512 97 06
         Fax: DW 20
         E-mail: ra-g.bauer@aon.at


ERHA TRANSPORTE: Creditors Must File Claims by July 22
------------------------------------------------------
Creditors of ERHA Transporte GmbH have until July 22, 2009, to
file their proofs of claim.

A court hearing for examination of the claims has been scheduled
for August 5, 2009 at 10:50 a.m.

For further information, contact the company's administrator:

         Dr. Peter Zens
         Esteplatz 5/5
         1030 Wien
         Austria
         Tel: 534 90
         Fax: DW 50
         E-mail: office@schopf-zens.at


FILIPOVIC IVO: Creditors Must File Claims by July 22
----------------------------------------------------
Creditors of Filipovic Ivo have until July 22, 2009, to file their
proofs of claim.

A court hearing for examination of the claims has been scheduled
for August 5, 2009 at 9:15 a.m.

For further information, contact the company's administrator:

         Mag. Dr. Ilse Korenjak
         Gusshausstrasse 6
         1040 Wien
         Austria
         Tel: 512 21 02
         Fax: 512 21 02-20
         E-mail: office@buresch-korenjak.at



GRAPHIPACK MASCHINENHANDEL: Claims Filing Deadline is July 21
-------------------------------------------------------------
Creditors of Graphipack Maschinenhandel GmbH have until July 21,
2009, to file their proofs of claim.

A court hearing for examination of the claims has been scheduled
for August 4, 2009 at a9:30 on a.m.

For further information, contact the company's administrator:

         Mag. Dr. Philipp Dobner
         Mariahilfer Strasse 50
         1070 Wien
         Austria
         Tel: 523 62 00
         Fax: 526 72 74
         E-mail: dobner@sup.at


PRESTIGE PARKING: Claims Filing Deadline is July 22
---------------------------------------------------
Creditors of Prestige Parking Services GmbH have until July 22,
2009, to file their proofs of claim.

A court hearing for examination of the claims has been scheduled
for August 5, 2009 at 11:50 a.m.

For further information, contact the company's administrator:

         Mag. Katharina Pitzal
         Paulanergasse 9
         1040 Wien
         Austria
         Tel.: 587 31 11
         Fax: 587 87 50 50
         E-mail: office@pitzal-partner.at


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B E L G I U M
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KBC BANK: Overhauls Top Management; Jan Vanhevel Named New CEO
--------------------------------------------------------------
Landon Thomas Jr. at The New York Times reports that KBC has
reshuffled its management following pressure from regulators and
investors.

According to the report, Jan Vanhevel, who headed the bank's
businesses for Central and Eastern Europe, was named group chief
executive, replacing Andre Bergen, 60, who is stepping down.  The
report relates Mr. Bergen has been on leave since May, when he had
heart surgery, and the bank cited health reasons for his
departure.

                          Bailout

The report recalls Mr. Bergen's heart surgery came just as the
bank was confronting steep losses in its portfolio of
collateralized debt obligations that led it to seek a guarantee of
EUR22.5 billion, or US$31.7 billion, from the Belgian government,
the third time since October 2007 that KBC received a bailout.  To
date, the bank has received US$41.5 billion in government funds
and guarantees, the report states.  The report notes in
authorizing the latest injection of state funds, the European
Commission said Tuesday that the approval was temporary and that
Belgium must draw up an in-depth restructuring plan for the bank
within three months to show how it plans to counter distortions of
competition because KBC has received more state help than rivals
elsewhere.

                       Management Changes

Luc Popelier, the report discloses, will replace Guido Segers as
head of the merchant-banking business.  Mr. Segers resigned
effective Aug. 1, the report notes.  The report states the bank
also announced that it would split the roles of chief financial
officer and chief risk officer, which until now had been a single
function.  Luc Philips, who had held both jobs, will retain the
financial officer title, while Chris Defrancq will become risk
officer, according to the report.

Headquartered in Brussels, Belgium, KBC Bank -- http://www.kbc.be/
-- is an integrated bancassurance group catering mainly for retail
customers, private banking clientele and small and medium-sized
enterprises with a leading position on its home markets in Belgium
and Central and Eastern Europe and a selective presence in the
rest of the world.


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G E O R G I A
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METROMEDIA INT'L: Wins U.S. Court Nod to Appeal US$188MM Award
--------------------------------------------------------------
Michael Bathon at Bloomberg News reports that Judge Kevin Gross of
the U.S. Bankruptcy Court for the District of Delaware has allowed
MIG Inc. to continue an appeal of a decision in bankruptcy court
that issued a US$188.4 million judgment against the Company.

MIG was bought in October 2007 by CaucusCom Ventures LP for
US$1.80 a share, or about US$170 million, according to data
compiled by Bloomberg.  A group of preferred shareholders asked
Judge William B. Chandler of the Delaware Chancery Court to
evaluate the value of their shares at the time of the merger.
Judge Chandler ruled that each share was worth US$47.47, or a
total of about US$188.4 million.  MIG appealed the ruling.  But
unable to post a bond enabling an appeal, MIG filed for Chapter
11.

MIG asked the Bankruptcy Court to permit the appeal and to allow
the plaintiff to take a cross appeal, while preventing the
plaintiff from collecting a judgment.  MIG believes the amount of
the judgment is "substantially overstated."  MIG also believes
that the assets will turn out to be worth much more than the
judgment, even though the assets currently are illiquid.

Based in Charlotte, North Carolina, Metromedia International Group
Inc. (PINK SHEETS: MTRM, MTRMP) --
http://www.metromedia-group.com/-- through its wholly owned
subsidiaries, owns interests in several communications businesses
in the country of Georgia.  The company's core businesses include
Magticom Ltd., a mobile telephony operator located in Tbilisi,
Georgia, Telecom Georgia, a long distance telephony operator, and
Telenet, which provides Internet access, data communications,
voice telephony and international access services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The Company listed US$100 million to US$500 million in
assets and US$100 million to US$500 million in debts.


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G E R M A N Y
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ASAT HOLDINGS: Enters Into Restructuring Pact with Noteholders
--------------------------------------------------------------
ASAT Holdings Limited (OTC Bulletin Board: ASTTY) has reached
agreement in principle with a majority of its creditors on the
terms of a consensual financial restructuring of the obligations
of the Company /or its subsidiaries under the 9.25% Senior Notes
due 2011 issued by New ASAT (Finance) Limited and the loan
provided to ASAT pursuant to the Purchase Money Loan Agreement,
dated as of July 31, 2005, between the Company and certain
lenders.

Upon completion of the Restructuring, the Existing Notes and PMLA
will be exchanged for new notes due 2016 in an aggregate principal
amount of approximately US$70 million and a number of newly issued
ordinary shares equal in aggregate to approximately 66% of the
total outstanding ordinary shares on a fully diluted post-
Restructuring basis, and existing holders of ordinary shares of
the Company will hold less than 1% of the equity of the Company on
a fully-diluted post-Restructuring basis.

A key feature of the Restructuring is that all trade creditors,
suppliers, customers and employees will receive all amounts owed
to them in the ordinary course of business.

The restructuring of the Existing Notes will be implemented
through a creditor scheme of arrangement in the Cayman Islands
courts.  The first court hearing is scheduled for July 30, 2009.

"This agreement in principle is excellent news for our Company,
our employees, our suppliers and customers worldwide because it is
a major step towards completing the Restructuring, enabling us to
participate in the general recovery in the industry and return to
improved financial performance," said TL Li, the Company's acting
CEO.  "In addition to improving the capital structure, I am
pleased by the cooperative nature of discussions with the
Noteholders, customers and vendors.  The spirit of cooperation
exhibited by all parties is essential for ASAT to continue as a
strong industry player."

"Our largest Noteholders and the PMLA lenders have taken a
proactive role in this exercise that have enabled us to reach
agreement on terms that will result in a stronger ASAT," said Kei
Hong Chua, chief financial officer of ASAT Holdings Limited.  "We
are seeking to have the scheme approved and sanctioned by the
court as quickly as possible, and the Company, the Noteholders and
all the lawyers involved are working as rapidly as possible to
make sure this occurs."

The largest Noteholders and other participants in the working
group representing a significant majority in value of the Existing
Notes have also expressed satisfaction with the terms of the
proposed Restructuring.  "[The] announcement is the result of
intensive negotiations between, and hard work from, key
stakeholders and their respective advisers.  We believe it
provides fair value to all concerned," said a spokesman for
Clearwater Capital Partners.  "We look forward to working now with
all parties to document and close this Restructuring as soon as
practicable and with minimum inconvenience to the Company's daily
operations."

"Our agreement in principle with ASAT is an important step forward
in the Company's Restructuring and will serve as a positive
example of what can be achieved through working together to reach
a solution," said a spokesman for JP Morgan Asia Equity Partners,
the general partner of certain funds that are significant
shareholders of ASAT and the lenders under the PMLA.

The Company also received an additional Extension of Forbearance
Period under the Forbearance Agreement with a majority of its
Noteholders and the lenders under the PMLA.  The extended duration
of the forbearance agreement is for a period of 30 consecutive
days, commencing on July 1, 2009 and expiring on July 31, 2009.
The same terms and conditions of the original Forbearance Period
will stay in effect for the Additional Forbearance Period.

Under terms of the forbearance agreements, the lenders agree to
forbear from exercising their rights and remedies against the
Company with respect to certain designated defaults until after
July 31, 2009, subject to certain early termination events.

The Company requested the additional time as it continues
discussions with its Noteholders and the lenders under the PMLA on
the Restructuring.

                   About ASAT Holdings Limited

ASAT Holdings Limited -- http://www.asat.com/-- is a global
provider of semiconductor package design, assembly and test
services. With 20 years of experience, the Company offers a
definitive selection of semiconductor packages and world-class
manufacturing lines.  ASAT's advanced package portfolio includes
standard and high thermal performance ball grid arrays, leadless
plastic chip carriers, thin array plastic packages, system-in-
package and flip chip. ASAT was the first company to develop
moisture sensitive level one capability on standard leaded
products.  The Company has operations in the United States, Asia
and Europe.  In Europe, the Company has sales, customer service,
and engineering office in Germany.


LEAR CORP: Operations Outside U.S. Excluded from Bankr. Filing
--------------------------------------------------------------
Lear Corporation has reached an agreement in principle regarding a
consensual debt restructuring with steering committees
representing its secured lenders and its bondholders.  The Company
plans to commence shortly the proposed restructuring under court
supervision pursuant to a voluntary bankruptcy filing under
Chapter 11 of the United States Bankruptcy Code by the Company and
certain of its U.S. and Canadian subsidiaries.  The agreement in
principle provides that, subject to certain limited exceptions,
Lear's trade creditors will be paid in full.

The Company anticipates being in default under its 8.50% Senior
Notes due in 2013 and 8.75% Senior Notes due in 2016, as the
30-day grace period applicable to the semi-annual interest payment
due on such notes will expire on July 2, 2009.  In addition, in
light of the pending reorganization plan, the Company has not made
principal and interest payments due under its senior credit
facility on June 30.

            Operations Outside North American Excluded

Lear's subsidiaries outside the U.S. and Canada would not be part
of the bankruptcy filing.  The Company's operations outside the
United States and Canada are well-capitalized, well-positioned and
have a strong backlog of new business.

Given the unprecedented economic downturn and corresponding
decline in global automobile production volumes, as well as
continued difficult conditions in credit markets generally, Lear's
Board of Directors concluded that to protect the long-term
business interests of the Company, this protective action was the
fastest and most effective way to delever its capital structure.
During the reorganization process, Lear is committed to continuing
to deliver to its customers the superior quality, service and
innovation they expect.

The Company's restructuring plan has the support of a majority of
the members of a steering committee of the Company's secured
lenders and a steering committee of bondholders acting on behalf
of an ad hoc group of bondholders.  The Company is seeking support
for its restructuring plan from additional lenders and
bondholders.  However, no assurance can be given as to the level
of additional support for the restructuring the Company ultimately
will be able to obtain from its lenders and bondholders.

              US$500-Mil. DIP Loan from JPMorgan, Citi

The Company has received commitments from a syndicate of secured
lenders, led by J.P. Morgan and Citigroup, for US$500 million in
new money debtor-in-possession financing.  The proposed DIP
financing, subject to customary conditions, provides additional
financial flexibility that supplements Lear's significant existing
cash balances.  Additionally, the DIP agreement provides that,
subject to certain conditions, the DIP financing will convert into
exit financing with a three-year term upon Lear's emergence from
Chapter 11.

Simpson Thacher & Bartlett LLP is representing JP Morgan as
administrative agent for Lear's senior secured lenders, including
pre-petition credit agreement lenders, DIP lenders and
exit/emergence lenders.  The Simpson Thacher team includes
bankruptcy partner Ken Ziman and financial services partner JT
Knight.

Bob Rossiter, Lear's Chairman, Chief Executive Officer and
President, said, "This restructuring is being undertaken to
maximize the long-term value of the Company.  Lear is a leading
global Tier 1 automotive supplier with excellent technical
capabilities in critical product lines -- seating systems, power
distribution and electronics, as well as a competitive, low-cost
footprint, a diverse customer base, a solid backlog of new
business and a strong cash position. With these strengths and the
additional flexibility we will have as a result of the proposed
DIP facility, we intend to complete the restructuring as quickly
as possible, and emerge as an even stronger and more competitive
partner to our customers."

Bob Rossiter continued, "We want to assure everyone -- customers,
suppliers, employees, and the communities of which we are a part
-- that Lear is committed to positioning our business for
sustainable success. We believe that the agreement in principle
with the steering committees of our secured lenders and
bondholders to support our plan of reorganization will enable us
to emerge expeditiously."

                         About Lear Corp.

Lear Corporation -- http://www.Lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].


PORSCHE AUTOMOBIL: KfW Officially Rejects EUR1.75 Loan Application
------------------------------------------------------------------
Edward Taylor at Reuters reports that the German state-controlled
bank KFW officially rejected Porsche Automobil Holding SE's
EUR1.75 billion (US$2.45 billion) loan application, prompting the
company to seek alternate ways of refinancing its debt.

Reuters recalls Porsche, which seeks to refinance a EUR9 billion
debt pile, turned to KFW after failing to secure a loan from
commercial banks.  According to Reuters, the company said it would
not make another request for a loan with KFW.

As reported in the Troubled Company Reporter-Europe on July 1,
2009, Bloomberg News said net debt at Porsche tripled after the
company increased its stake in Volkswagen to 50.8 percent at the
beginning of this year.

On June 24, 2009, the TCR-Europe, citing Bloomberg News, reported
KfW rejected its first attempt to secure a loan as the company
failed to show the economic crisis led to funding constraints.
Bloomberg News disclosed a person said the company offered EUR3
billion in Volkswagen shares as collateral and wanted to pay EUR6
million interest per month.  According to Bloomberg News, two
people familiar with the negotiations said KfW wants Porsche to be
more specific about how the loan will be used and how it plans to
repay it.

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.


QIMONDA AG: Court Sets August 20 Claims Bar Date for U.S. Units
---------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware set Aug. 20, 2009, at 5:00 p.m., as the
deadline for creditors of Qimonda Richmond LLC and Qimonda North
America Corp. to file proofs of claim.

Judge Walrath fixed October 29, 2009, at 5:00 p.m., as the
deadline for all governmental units to file their proofs of claim.

As reported in the Troubled Company Reporter on May 29, 2009, all
proofs of claim must be filed at:

  a) If by first class mail:

     Qimonda Richmond LLC
     Claims Processing Center
     c/o Epiq Bankruptcy Solutions LLC
     FDR Station
     P.O. Box 5112
     New York, NY 10150-5112

  b) If by hand delivery or overnight mail:

     Qimonda Richmond LLC
     Claim Processing Center
     c/o Epiq Bankruptcy Solutions LLC
     757 Third Avenue, 3rd Floor
     New York, NY 10017

                         About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 before the Delaware
bankruptcy court on February 20 (Bankr. D. Del. Lead Case No. 09-
10589).  Mark D. Collins, Esq., at Richards Layton & Finger PA,
has been tapped as counsel.  Roberta A. DeAngelis, the United
States Trustee for Region 3, appointed seven creditors to serve on
an official committee of unsecured creditors.  Jones Day and Ashby
& Geddes represent the Committee.  In its bankruptcy petition,
Qimonda estimated assets and debts of more than US$1 billion.

On June 15, 2009, QAG filed a petition for relief under Chapter 15
of the Bankruptcy Code (Bankr. E.D. Virginia Case No. 09-14766).


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MAV ZRT: Moody's Downgrades Corporate Family Rating to 'Ba1'
------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa2 the
Corporate Family Rating of MAV Zrt Hungarian State Railways.  The
outlook for the rating is negative.  This action concludes the
review for possible downgrade initiated by Moody's on
March 31, 2009.

"The rating action reflects Moody's decision to lower both the
government support assumptions for the company and the Baseline
Credit Assessment to 16 from 15, within the framework of Moody's
methodology for Government-Related Issuers," said Marco Vetulli, a
Vice President at Moody's CFG Group.

Although the rating agency still believes that MAV enjoys a high
degree of support from Hungary, the two-notch downgrade to the
company's CFR primarily reflects the view that, in the current
market conditions, such support no longer offers the same credit
enhancement.

In addition, Moody's has changed its assessment of MAV's intrinsic
creditworthiness -- as reflected in the BCA -- to 16 from 15, as
MAV's financial structure and liquidity are set to weaken further
over the short term on the back of a greater-than-anticipated
reduction in cost reimbursements to be paid by the government in
2010.  The cut will be implemented to comply with the IMF's
request to reduce public spending on railways in Hungary by 25%.

Moody's assessment of high dependence recognises that a
significant amount of MAV's cash flow comes from Hungary, either
directly to cover investment spending or indirectly through
compensation for the provision of public services.  MAV's non-
government cash flow comes almost exclusively from the Hungarian
domestic market through passenger traffic, train-operating
companies and EU funds.

The rating agency's assessment of high support reflects MAV's
critical role in the Hungarian economy, its 100% state ownership
and its close control by Hungary, with government-delegated
representatives dominating its Board of Directors and Supervisory
Board.  The country does not explicitly guarantee all of MAV's
obligations currently.  However, the government provides
significant support to MAV in the form of equity contributions,
loan guarantees and subsidies.  Moody's believes it is likely that
Hungary would bail out MAV if a default were to occur in the near
future.

The last rating action was implemented on March 31, 2009, when
Moody's placed MAV's CFR under review for possible downgrade.

Headquartered in Budapest, Hungary, MAV is 100% government-owned
and the country's vertically integrated incumbent national railway
operator.  In FY2008, MAV reported revenues of HUF179 billion
(around EUR650-670 M) and received HUF191 billion in
reimbursements for costs from the government.


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AMERICAN INT'L: Shareholder Questions PwC Fees at Meeting
---------------------------------------------------------
Shareholder Kenneth Steiner of Great Neck, New York, a shareholder
of American International Group, has questioned the company's
payments to PricewaterhouseCoopers, the company's independent
auditors, over the past two years.

According to a blog posted at Reuters, Mr. Steiner pointed out at
AIG's annual meeting that the company paid PwC US$131 million in
audit and other fees in 2008 and US$119.5 million in 2007.

"I want to know what these fees were paid for," Mr. Steiner said,
according to the Reuters blog.  "Why didn't anybody know what was
going on? What were the accountants doing? Were they sleeping?"

According to Reuters, AIG CEO Edward Liddy defended PwC, saying
the auditor had raised early concerns about controls at AIG
Financial Products, the division blamed for AIG's near collapse.
"PricewaterhouseCoopers conducted itself well over the last couple
of years," Reuters quotes Mr. Liddy as saying.  "They put a
material weakness on the company with respect to its controls
around FP (AIG Financial Products)."

According to Reuters, "the fees look large but are not unheard of.
GE, for instance, paid KPMG US$133 million in 2008 and US$122.5
million in 2007."  "Still, Microsoft paid its auditor, Deloitte &
Touche, a fraction of that -- only US$27.9 million in 2008 and
US$23.5 million in 2007," Reuters adds.

                 About American International Group

Based in New York, American International Group, Inc., is the
leading international insurance organization with operation in
more than 130 countries and jurisdictions.  AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer.  In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world.  AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an
US$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG.  The credit facility was eventually
increased to as much as US$182.5 billion.  AIG has sold a number
of its subsidiaries and other assets to pay down loans received,
and continues to seek buyers of its assets.

At March 31, 2009, AIG had US$819.75 billion in total assets and
US$765.53 billion in total liabilities.  At September 30, 2008,
AIG had US$1.022 trillion in total assets and US$950.9 billion in
total debts.

The Troubled Company Reporter reported on March 4, 2009, that
Moody's Investors Service confirmed the A3 senior unsecured debt
and Prime-1 short-term debt ratings of American International
Group, Inc.  AIG's subordinated debt rating has been downgraded to
Ba2 from Baa1.  The rating outlook for AIG is negative.  This
rating action follows AIG's announcement of net losses of
US$62 billion for the fourth quarter and US$99 billion for the
full year of 2008, along with a revised restructuring plan
supported by the U.S. Treasury and the Federal Reserve.  This
concludes a review for possible downgrade that was initiated on
September 15, 2008.


CLARIS LIMITED: Moody's Withdraws 'C' Rating on 98/2007 Tranche I
-----------------------------------------------------------------
Moody's withdrew its rating of one class of notes issued by Claris
Limited.  The notes have been cancelled following significant
losses from the underlying reference pool.

Claris Limited:

(1) Series 98/2007 Tranche I - EUR10,000,000 Drachenburg Floating
    Rate Credit Linked Notes due 2016

  -- Current Rating: WR
  -- Prior Rating: C
  -- Prior Rating Date: 1 December 2008, downgraded to C from B3


CORIOLANUS LTD: S&P Junks Ratings on Floating-Rate Series 24 Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'A' from 'AAA/Watch
Neg' and then to 'CCC+' from 'A' its credit rating on the
floating-rate credit-linked notes series 24 issued by Coriolanus
Ltd.

The lowering of the rating follows the recent restructuring of the
reference portfolio and capital structure to a corporate
collateral debt obligation from a CDO of asset-backed securities
and bespoke CDOs (CDO squared).  This restructuring was executed
with the noteholders' consent.

The original portfolio referenced EUR5 billion of ABS and bespoke
CDOs, with a threshold of EUR277 million providing credit
enhancement.  Under the restructuring, the reference portfolio now
comprises EUR10 billion corporate obligors with the same credit
enhancement.

Before the restructuring, the notes had a synthetic rated
overcollateralization below 100% at a rating of 'AAA', but an SROC
above 100% assuming a lower rating of 'A'.  The difference in the
rating is driven by the short time to maturity remaining.  Under
S&P's criteria, if SROC is less than 100% at the current rating
level, S&P run scenarios that project the existing portfolio 90
days forward, assuming that there is no asset rating migration.

If this projection indicates that the SROC would return to a level
above 100% at that time, the rating is maintained, but S&P usually
place it on CreditWatch negative.  If, on the other hand, the
projection indicates that the SROC would remain below 100%, S&P
would usually lower the rating to the level where the SROC exceeds
100%.  The SROC analysis on the notes 90 days forward, assuming no
portfolio credit migration, showed that the SROC test would be
back in compliance at the 'AAA' level.  Therefore, in accordance
with S&P's existing surveillance policy S&P maintained the ratings
at 'AAA/Watch Neg' on April 9, 2009.

However, in S&P's opinion, the likelihood of default within the
new corporate reference portfolio is higher (following the
restructuring) compared with the previous CDO squared portfolio.
The expected stressed losses at each rating level have increased.
Consequently, the existing ratings on the notes are, in S&P's
opinion, now no longer consistent with the available credit
enhancement and S&P therefore lowered its ratings on these notes.


EIRLES TWO: S&P Junks Rating on Floating-Rate Series 166 Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'A' from 'AAA/Watch
Neg' and then to 'CCC+' from 'A' its credit rating on the
floating-rate credit-linked notes series 166 issued by Eirles Two
Ltd.

The lowering of the rating follows the recent restructuring of the
reference portfolio and capital structure to a corporate
collateral debt obligation from a CDO of asset-backed securities
and bespoke CDOs (CDO squared).  This restructuring was executed
with the noteholders' consent.

The original portfolio referenced EUR2.5 billion of ABS and
bespoke CDOs, with a threshold of EUR137.5 million providing
credit enhancement.  Under the restructuring, the reference
portfolio now consists of EUR5 billion corporate obligors with the
same credit enhancement.

Before the restructuring, the notes had a synthetic rated
overcollateralization below 100% at a rating of 'AAA', but an SROC
above 100% assuming a lower rating of 'A'.  The difference in the
rating is driven by the short time to maturity remaining.  Under
S&P's criteria, if SROC is less than 100% at the current rating
level, S&P run scenarios that project the existing portfolio 90
days forward, assuming that there is no asset rating migration.

If this projection indicates that the SROC would return to a level
above 100% at that time, the rating is maintained, but S&P usually
place it on CreditWatch negative.  If, on the other hand, the
projection indicates that the SROC would remain below 100%, S&P
would usually lower the rating to the level where the
SROC exceeds 100%.  The SROC analysis on the notes 90 days
forward, assuming no portfolio credit migration, showed that the
SROC test would be back in compliance at the 'AAA' level.
Therefore, in accordance with S&P's existing surveillance policy
the ratings were maintained at 'AAA/Watch Neg' on April 9, 2009.

However, in S&P's opinion, the likelihood of default within the
new corporate reference portfolio is higher (following the
restructuring) compared with the previous CDO squared portfolio.
The expected stressed losses at each rating level have also
increased. Consequently, the existing ratings on the notes
are, in S&P's opinion, now no longer consistent with the available
credit enhancement and S&P therefore lowered S&P's ratings on
these notes.


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


VALENTINO FASHION: Lenders Eye Debt Deal by End of Summer
---------------------------------------------------------
Valentino Fashion Group's lenders are seeking to renegotiate the
company's debt by the end of the summer, Sabrina Cohen at Dow
Jones Newswires reports citing people familiar with the matter.

According to Dow Jones, UniCredit SpA, Mediobanca SpA and
Citigroup Inc. are pressing Valentino and its owner, the
U.K.-based private-equity fund Permira, to agree to new lending
terms that will allow the Italian fashion company to avoid
defaulting on debt payments in 2009.

Dow Jones relates the people familiar with the matter said the
company, which was acquired by Permira in 2007 for
EUR2.67 billion, owes about EUR2.5 billion (US$3.51 billion) in
debt that is currently spread across seven loans payable to banks.

Headquartered in Milan Italy, The Valentino Fashion Group S.p.A --
http://www.valentinofashiongroup.com/-- offers a rich and well-
diversified portfolio of products which includes clothing,
accessories, and footwear for men and women.  The group's
activities are broken down into three business units, covering the
entire luxury and fashion sector where a wide range of styles and
products are offered: Valentino, featuring the prestigious brands
Valentino, Valentino Garavani, Valentino Roma and R.E.D.
Valentino; Hugo Boss, which includes the Boss and Hugo brands;
Licensed brands Marlboro Classics and M Missoni, in addition to
its own brands Lebole, Oxon and Portrait.  Moreover Valentino
Fashion Group S.p.A. owns 45% of US brand Proenza Schouler.  The
Valentino Fashion Group S.p.A operates in over 110 countries, with
more than 1,600 single-brand boutiques and 433 directly-managed
shops.  The Group's consolidated revenue for the 2008 financial
year is approximately 2.206,9 million.  More than 13.081 employees
work in directly controlled companies and branches spread across
28 countries.


* Moody's Downgrades BFSRs of Three Italian Banks to 'D+'
---------------------------------------------------------
Moody's Investors Service concluded its rating reviews for 22
Italian banks.  The Bank Financial Strength Rating or long-term
deposit ratings of 12 banks were downgraded, while the ratings of
4 banks were confirmed.  Furthermore, 4 banks have only had their
short-term rating lowered from Prime-1 to Prime-2, whereas 2 banks
saw their long-term debt and deposit ratings upgraded.  The
existing reviews for 8 banks continue.

The downgrades of BFSRs was limited in all cases to just one
notch, while the downgrades of long-term deposit ratings was
limited to one notch in all but one case.

The extent of these downgrades is less severe than has been seen
in some other major European banking systems.  "We had previously
stated that Moody's sees less downside for the financial
fundamentals of Italian banks, compared to some other major
European banking systems" said Henry MacNevin, a Moody's Senior
Vice President and Team Leader for Italian bank ratings, based in
Milan.  "This is reflected in the more modest extent of the
repositioning of the ratings of Italian banks, compared to other
European banking systems, where the results of recent rating
actions have led to numerous multi-notch downgrades of BFSRs,
although the impact on deposit ratings throughout Europe has been
less severe, due to the significant level of systemic support
being seen across the region", added Mr. MacNevin.

These rating actions concluded the reviews initiated on May 18,
2009. Eight banks however, continue to have some or all of their
ratings under review.  These are Banca CR Firenze, Banca Italease,
Cassa di Risparmio di Ferrara, Interbanca, Santander Consumer
Bank, UniCredit Family Financing Bank, UniCredit Leasing and
UniCredit.  Moody's said that it expects to conclude these reviews
within a few weeks.

          Downgrades of Bank Financial Strength Ratings

The BFSRs of 10 banks have been downgraded, all of them by one
notch.  Moody's said that the downgrades have been driven by
Moody's assessment of the likely impact of the deterioration in
the operating environment faced by the Italian banking system.  In
particular, Moody's view that asset quality and capital adequacy
are likely to be negatively impacted in the event of the banking
system coming under more severe stress, was a significant factor
underlying the downgrades, while the rating agency added that the
pre-provision profitability of Italian banks appears more
resilient in such a situation, and that shocks to the
profitability of Italian banks may prove to be less severe than
has been seen in some other countries.

Italian GDP is likely to decline by more than 5% this year, and
the unemployment rate is expected to be close to 11% by the end of
2010.  In concert with these broader economic pressures, the
banks' asset quality indicators continue to point towards a
further deterioration.  The system-wide problem loan rate has
deteriorated to 5.7% at end of 2008, up from 4.6% in December
2007.  While some banks have initiated capital boosting measures,
through issuance of hybrid bonds to the government, dividend
reductions, or capital raisings, Moody's said that it is of the
opinion that the overall pressure on capital may not have been
sufficiently addressed and resolved by the Italian banks.  "Unless
further supportive measures are taken, some banks' capital
cushions could be weakened by asset impairments and provisioning
requirements," Moody's MacNevin added.

         Downgrade of Long-Term Debt and Deposit Ratings

Moody's said that in Italy, as in many other European and global
banking systems, any potentially more significant impact on banks'
intrinsic strength -- and therefore a more pronounced BFSR
downgrade -- would most likely have been largely offset due to a
heightened likelihood of systemic support in this crisis.
However, given the relative resilience of Italian banks (as well
as taking into consideration the low rating of many), this support
has not had a significant impact on the majority of the current
rating actions.  Therefore, the lowering of the BFSR by one notch
(and the corresponding Baseline Credit Assessment by one or two
notches) has led to a subsequent impact on the debt ratings of
nine of these institutions, with eight institutions having been
downgraded by one notch, and one institution by two notches.
Moody's explained that the expectation of support from the Aa2
rated Italian government underpins the ratings of the Italian
banks, which are, in almost all cases, investment grade.  The
rating agency added that in the event of a more significant
deterioration in the BFSRs of Italian banks, an increased reliance
on systemic support is likely to limit the extent of further
downgrades in senior debt and deposit ratings.

"As Moody's have stated previously, Moody's believe that the
Italian government is both willing and able to support its banking
system if and when required," Moody's MacNevin said.  The banking
system's relatively limited potential capital requirements are not
expected to put undue pressure on the government's financial
flexibility, Moody's added.

The differentiation of senior debt and deposit ratings for banks
with the same BFSR reflects Moody's expectation that banks will
continue to receive or are likely to receive support depending on
their level of systemic importance -- even beyond the current
crisis.  Moody's measures this systemic importance in terms of
deposit and loan market shares, at both a regional and a
nationwide level.  Such measures of systemic importance in some
instances can result in an uplift of such an institution's rating
by several notches.

                      Rating Confirmations

Moody's confirmed the BFSRs of 6 banks, and the deposit rating of
five banks.

With regard to the BFSRs Moody's said that its analysis during the
review period had indicated that these institutions are capable of
absorbing a level of stress beyond Moody's expected loss
assumptions, and remain appropriately capitalized at their current
rating level, although in some cases the rating agency concluded
that the bank was more weakly positioned within the BFSR category,
and lowered the bank's Baseline Credit Assessment further as a
result.

With regard to the long-term deposit ratings Moody's said that
these were confirmed where the BFSR and baseline were confirmed,
or in cases where increased expectation of systemic support
outweighed any lowering of a BFSR or BCA.

               Upgrade of Long-Term Deposit Ratings

Moody's also upgraded by one notch the long-term deposit ratings
of two banks (Credito Valtellinese and its subsidiary Bancaperta).
The rating agency said that this upgrade of the debt rating
reflects the growth of these institutions in recent years and
therefore also an increased expectation of systemic importance of
these banks, which has been aligned with those of its new peers.

              Downgrade of Short-Term Deposit Ratings

Moody's downgraded to Prime-2 from Prime-1 the short-term deposit
ratings only, for four banks for which all other ratings were
previously affirmed.  These banks are all rated A3 for long-term
deposits. The rating agency said that these rating actions reflect
the fact that, in current market and funding conditions, a Prime-1
short-term deposit rating is no longer compatible with the bank's
risk and funding profile, as reflected in their A3 long-term
deposit ratings.

                        Rating of Hybrids

For those banks which saw hybrids downgraded, the number of
notches of the downgrade was in line with the downgrade of the
senior debt rating.  Moody's noted that in June 2009 it published
a request for comment: Moody's proposed changes to bank
subordinated capital ratings.  If implemented in its current form,
the proposal could lead to multi-notch downgrades of hybrids.
Please refer to the request for comment for further details on
proposed changes.

                     Rating Actions in Summary

Banks with one or more ratings affected are (in alphabetical
order):

1) Banca Agrileasing SpA.:

  -- BFSR of C- confirmed, with negative outlook:

  -- Long-term deposit and senior unsecured ratings of A3
     confirmed, with negative outlook.

2) Banca della Marca Credito Cooperativo:

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

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

  -- BFSR of C- confirmed, with negative outlook;

  -- Long-term deposit and senior unsecured ratings downgraded to
     A3 from A2, with stable outlook;

  -- Subordinate ratings downgraded to Baa1 from A3, with stable
     outlook;

  -- Short-term rating downgraded to P-2 from P-1.

4) Banca Infrastrutture Innovazione e Sviluppo:

  -- BFSR downgraded to C from C+, with stable outlook;

5) Banca Monastier e del Sile:

  -- Short-term rating downgraded to P-2 from P-1.

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

  -- BFSR downgraded to C- from C, with negative outlook;

  -- Long-term deposit and senior unsecured ratings downgraded to
     A1 from Aa3, with stable outlook;

  -- Subordinate ratings downgraded to A2 from A1, with stable
     outlook.

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

  -- BFSR downgraded to C- from C, with stable outlook;

  -- Long-term deposit and issuer ratings downgraded to Aa3 from
     Aa2, with stable outlook;

  -- Subordinate ratings downgraded to A1 from Aa3, with stable
     outlook.

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

  -- BFSR downgraded to C- from C, with stable outlook;

  -- Long-term deposit and senior unsecured ratings downgraded to
     A2 from A1, with stable outlook;

  -- Subordinate ratings downgraded to A3 from A2, with stable
     outlook.

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

  -- BFSR downgraded to C- from C, with stable outlook;

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

  -- A2 subordinate ratings confirmed, with stable outlook;

  -- A3 preferred stock rating confirmed, with stable outlook.

10) Banca Popolare di Spoleto:

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

11) Banca Sella Holding:

  -- BFSR of C- confirmed, with negative outlook;

  -- Long-term deposit and senior unsecured ratings of A2
     confirmed, with negative outlook;

  -- Subordinate ratings of A3 confirmed, with negative outlook;

  -- Short-term deposit rating of P-1 confirmed.

12) Banca Tercas:

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

13) Bancaperta S.P.A.:

  -- Long-term deposit and senior unsecured ratings upgraded to A3
     from Baa1, with stable outlook;

  -- Subordinate ratings upgraded to Baa1 from Baa2, with stable
     outlook.

14) BancApulia S.p.A.:

  -- BFSR downgraded to D from D+, with negative outlook.

15) Banco Popolare Societa Cooperativa:

  -- BFSR of C- confirmed, with negative outlook;

  -- A2 long-term, senior unsecured and issuer ratings confirmed,
     with stable outlook;

  -- A3 subordinate ratings confirmed, with stable outlook;

  -- Baa1 preferred stock rating confirmed, with negative outlook;

  -- P-1 short-term deposit and commercial paper ratings
    confirmed.

16) Cassa di Risparmio Della Provincia di Chieti:

  -- BFSR downgraded to D+ from C-, with stable outlook;

  -- Long-term deposit and senior unsecured ratings downgraded to
     Baa2 from Baa1, with stable outlook.

17) Credito Valtellinese:

  -- Long-term deposit and senior unsecured ratings upgraded to A3
     from Baa1, with stable outlook;

  -- Subordinate ratings upgraded to Baa1 from Baa2, with stable
     outlook.

18) Efibanca S.p.A.:

  -- BFSR downgraded to D from D+, with negative outlook;

  -- Long-term deposit and senior unsecured ratings downgraded to
     Baa3 from Baa1, with negative outlook;

  -- A3 backed subordinate ratings confirmed, with stable outlook;

  -- Short-term deposit rating downgraded to P-3 from P-2;

  -- P-1 backed short-term debt rating confirmed.

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

  -- BFSR downgraded to D+ from C- , with stable outlook;

  -- Long-term deposit rating downgraded to A2 from A1, with
     stable outlook.

20) MPS Capital Services:

  -- BFSR of D+ confirmed, with stable outlook;

  -- Long-term deposit rating downgraded to A2 from A1, with
     stable outlook.

21) Unibanca S.p.A:

  -- BFSR downgraded to D+ from C-, with stable outlook;

  -- Long-term deposit and senior unsecured ratings downgraded to
     Baa1 from A3, with negative outlook;

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

  -- BFSR of C confirmed, with negative outlook.

The previous rating action on Banca Agrileasing was in June 2009,
when the bank's BFSR and LT deposit ratings were put under review
for possible downgrade.  Banca Agrileasing is headquartered in
Rome, Italy.  At December 31, 2008 it had total assets of EUR9
billion.

The previous rating action on Banca della Marca Credito
Cooperativo was June 2009, when the bank's ST deposit rating was
put under review for possible downgrade.  Banca della Marca
Credito Cooperativo is headquartered in Orsago, Italy.  At At
December 31, 2008 it had total assets of EUR2 billion.

The previous rating action on Banca delle Marche was in June 2009,
when the bank's BFSR and LT/ST deposit ratings were put under
review for possible downgrade.  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 Infrastrutture Innovazione e
Sviluppo was in June 2009, when the bank's BFSR and LT deposit
ratings were put under review for possible downgrade.  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 Monastier e del Sile was in
June 2009, when the bank's ST deposit ratings was put under review
for possible downgrade.  Banca Monastier e del Sile is
headquartered in Monastier di Treviso, Italy.  At December 31,
2008 it had total assets of EUR1 billion.

The previous rating action on Banca Monte dei Paschi di Siena was
in June 2009, when the bank's BFSR and LT deposit ratings were put
under review for possible downgrade.  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
June 2009, when the bank's BFSR and LT deposit ratings were put
under review for possible downgrade.  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 June 2009, when the bank's BFSR and
LT deposit ratings were put under review for possible downgrade.
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 Milano was in
June 2009, when the bank's BFSR and LT deposit ratings were put
under review for possible downgrade.  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
June 2009, when the bank's ST deposit rating was put under review
for possible downgrade.  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 Sella Holding was in
June 2009, when the bank's BFSR and LT/ST deposit ratings were put
under review for possible downgrade.  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 June 2009, when
the bank's ST deposit rating was put under review for possible
downgrade.

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 June 2009, when
the bank's BFSR and LT deposit ratings were put under review for
possible upgrade. 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 June 2009, when
the bank's BFSR was put under review for possible downgrade.

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 June 2009, when the bank's BFSR and LT/ST deposit ratings
were put under review for possible downgrade.  Banco Popolare
Societa Cooperativa is headquartered in Verona, Italy.  December
31, 2008 it had total assets of EUR121 billion.

The previous rating action on Cassa di Risparmio della Provincia
di Chieti was in June 2009, when the bank's BFSR and LT deposit
ratings were put under review for possible downgade.  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 Credito Valtellinese was in June
2009, when the bank's BFSR and LT deposit ratings were put under
review for possible upgrade.  Credito Valtellinese is
headquartered in Sondrio, Italy.  At December 31, 2008 it had
total assets of EUR24 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 Mediocredito Trentino-Alto Adige was
in June 2009, when the bank's BFSR and LT/ST deposit ratings were
put under review for possible downgrade.  Mediocredito Trentino-
Alto Adige is headquartered in Trento, Italy.  At December 31,
2008 it had total assets of EUR2 billion.

The previous rating action on MPS Capital Services was in
June 2009, when the bank's BFSR and LT deposit ratings were put
under review for possible downgrade.  MPS Capital Services is
headquartered in Florence, Italy.  At December 31, 2008 it had
total assets of EUR35 billion.

The previous rating action on Unibanca was in June 2009, when the
bank's BFSR and LT/ST deposit ratings were put under review for
possible downgrade.  Unibanca is headquartered in Cesena, Italy.
At December 31, 2008 it had total assets of EUR5 billion.

The previous rating action on Unione di Banche Italiane was in
June 2009, when the bank's BFSR was put under review for possible
downgrade.

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
===================


AK KUYIN: Creditors Must File Claims by July 10
-----------------------------------------------
Creditors of LLP Ak Kuyin have until July 10, 2009, to submit
proofs of claim to:

         Altynsarin Str. 31
         Aktobe
         Aktube
         Kazakhstan

The Specialized Inter-Regional Economic Court of Aktube commenced
bankruptcy proceedings against the company on April 23, 2009,
after finding it insolvent.

The court is located at:

         The Specialized Inter-Regional
         Economic Court of Aktube
         Satpaev Str. 16
         Aktobe
         Aktube
         Kazakhstan


ECO DOM: Creditors Must File Claims by July 10
----------------------------------------------
Creditors of LLP Eco Dom Plus have until July 10, 2009, to submit
proofs of claim to:

         Kablis Jyrau Str. 69
         Taldykorgan
         Almaty
         Kazakhstan

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

The court is located at:

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


KAIR LTD: Creditors Must File Claims by July 10
-----------------------------------------------
Creditors of LLP Kair Ltd have until July 10, 2009, to submit
proofs of claim to:

         Altynsarin Str. 31
         Aktobe
         Aktube
         Kazakhstan

The Specialized Inter-Regional Economic Court of Aktube commenced
bankruptcy proceedings against the company on April 23, 2009 after
finding it insolvent.

The court is located at:

         The Specialized Inter-Regional
         Economic Court of Aktube
         Satpaev Str. 16
         Aktobe
         Aktube
         Kazakhstan


PROM ELECTRO: Creditors Must File Claims by July 10
---------------------------------------------------
Creditors of LLP Prom Electro Avtomatika have until July 10, 2009,
to submit proofs of claim to:

         Nurmahanov Str. 31
         Micro District Taugul 3
         Almaty
         Kazakhstan

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

The court is located at:

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


TERMINAL DOSTYK: Creditors Must File Claims by July 10
------------------------------------------------------
Creditors of LLP Terminal Dostyk have until July 10, 2009, to
submit proofs of claim to:

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

The Specialized Inter-Regional Economic Court of Almaty commenced
bankruptcy proceedings against the company on April 22, 2009.


ZHAIKMUNAI LP: In Talks with Lenders Over Debt Covenant Waiver
--------------------------------------------------------------
Olzhas Auyezov at Reuters reports that Zhaikmunai LP said on
Wednesday it was in talks with lenders about possible waivers on
its debt covenants after "various events of default" led to a
US$100 million credit line being cut off.

Zhaikmunai, as cited by Reuters, said the final US$100 million
tranche of a US$550 million credit line led by BNP Paribas was not
syndicated and there were "various events of default outstanding
under the facility".  Reuters relates the company said it aims to
refinance debt via a US$300 million placement of global depository
receipts, which is subject to regulatory approvals.

"The proceeds of the placing will be used to supplement the
group's existing credit facilities and fund in part the capital
expenditure program for the Chinarevskoye field, in particular the
completion of the gas treatment unit," Reuters quoted the company
as saying in a statement.

Zhaikmunai LP, through its wholly owned subsidiary Zhaikmunai LLP,
-- http://www.zhaikmunai.com/-- is an independent oil and gas
enterprise currently engaging in the exploration, production and
sale of crude oil and gas condensate in northwestern part of the
Republic of Kazakhstan.  Zhaikmunai's field and license area is
the Chinarevskoye Field located in the northern part of the oil-
rich Pre-Caspian Basin.


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


GOLDEN TOUR: Creditors Must File Claims by July 24
--------------------------------------------------
LLP Golden Tour is currently undergoing liquidation.  Creditors
have until July 24, 2009, to submit proofs of claim to:

Inquiries can be addressed to (0-770) 49-41-26.


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


LYONDELL CHEMICAL: Creditors Seek to Sue Basell Merger Architects
-----------------------------------------------------------------
Brett Clanton at The Houston Chronicle reports that LyondellBasell
Industries creditors have sought permission from the Hon. Robert
Gerber to sue those that signed off on the Lyondell Chemical Co.-
Basell AF merger.

According to Houston Chronicle, those who signed the deal include
Leonard Blavatnik -- chairman of Access Industries, a private
equity firm that owns Basell -- its affiliates, and Wall Street
banks.  Houston Chronicle quoted John Elstad, a lawyer for the
creditors with Brown Rutnick, as saying, "Unsecured creditors were
harmed by the way this merger was put together."

Court documents say that Basell ignored repeated warnings from the
highest levels of the company and its affiliates that the
US$12.7 billion buyout of Lyondell Chemical in 2007 was too risky.

Houston Chronicle relates that Access Industries CEO Lincoln Benet
raised concerns to Mr. Blavatnik about the combined company's
ability to fund operations and pay down merger-related debts if a
downturn occurred in the refining and chemical businesses, but Mr.
Blavatnik pressed ahead.

Houston Chronicle quoted Ajay Patel, a vice president of mergers
and acquisitions at Access Industries, as saying, "We are putting
a lot of debt on the combined entity just because the financial
markets will let us.  This may not be prudent in the long term."

Volker Trautz, then CEO of Basell, asked Mr. Blavatnik to give
executives a chance to pull out their stock holdings in Basell if
he was going to gamble with the company's equity and pursue
Lyondell, according to Houston Chronicle.

Creditors said in court documents that chief architects of the
merger focused more on the millions they would gain if the deal
was completed, than on the long-term health of the new company,
the documents claim.  According to court documents, skeptics of
the merger feared that the 100% debt-financed deal would bring the
new company billions in debt, and worried that financial
projections about the combined company were intentionally inflated
to help sell the deal to lenders.

Houston Chronicle reports that a hearing on the creditors' motion
has been set for July 21.

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LYONDELLBASSEL: James Gallogly May be Paid US$32 Million as CEO
----------------------------------------------------------------
Court documents say that James L. Gallogly may get US$32 million
as Lyondell Chemical Co.'s chief executive officer.

According to court documents, the US$32 million payment includes a
base salary of US$1.5 million, a US$2.5 million signing bonus to
be paid within five days of approval of his employment, and a
performance-based bonus equal to up to 200% of his base salary.
Mr. Gallogly will also receive US$25 million in stock options upon
Lyondell Chemical's emergence from bankruptcy protection, Rachel
Feintzeig at The Wall Street Journal blog, Bankruptcy Beat,
reports.

As reported by the Troubled Company Reporter on May 15, 2009,
LyondellBasell Industries said that its Supervisory Board named
Mr. Gallogly CEO, effective immediately.  Mr. Gallogly will
succeed Volker Trautz who announced his retirement from the
company.  The terms of the appointment are subject to the approval
of the U.S. bankruptcy court overseeing LyondellBasell's
reorganization plan.

Bankruptcy Beat relates that Lyondell Chemical is seeking
permission to hire Mr. Gallogly.

The U.S. Bankruptcy Court for the Southern District of New York
will consider approving Lyondell Chemical's employment agreement
with Mr. Gallogly at a hearing on July 21, Bankruptcy Beat states.

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the USUS$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D. N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities,  including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


=================
M A C E D O N I A
=================


* REPUBLIC OF MACEDONIA: Fitch Puts 'BB+' Rating on EUR175MM Bonds
------------------------------------------------------------------
Fitch Ratings has assigned the Republic of Macedonia's fixed-rate
EUR175 million eurobond, which matures in 2013, a 'BB+' rating.
The rating is in line with Macedonia's 'BB+' Long-term foreign
currency Issuer Default Rating, on which the Outlook is Negative.

"Macedonia's ratings continue to be underpinned by its moderate
government debt burden of 21% of GDP at end-2008, below the 'BB'-
range median of 35%, a per capita income level that is higher than
the 'BB'-range median, its status as an official candidate for
European Union membership as well as its net public external
creditor status," said Eral Yilmaz, Associate Director in Fitch's
Emerging Europe Sovereigns group.  "Nevertheless, the
deterioration in the global economic and financial environment
could impose a more costly macroeconomic adjustment on the
country, given the large current account deficit and fixed
exchange-rate regime."

Fitch revised the Outlooks on Macedonia's Long-term foreign- and
local-currency IDRs to Negative from Stable on May 21, 2009,
reflecting increased external financing risks.  Macedonia's
current account deficit widened to almost 13% of GDP in 2008, from
7.5% in 2007 as the trade deficit worsened.  Fitch is forecasting
that Macedonia's current account deficit will narrow only
moderately, to 10% of GDP in 2009 due to negative shocks to its
terms of trade, remittances and export market growth.
Furthermore, although Macedonia's net external debt burden and
stock of bank credit to the private sector are low compared with
other central and eastern European countries, the economy is
highly euroised, with over half of loans and deposits denominated
in or linked to foreign currency.

Prudent fiscal policy has been a rating strength for Macedonia,
with the central government budget deficit averaging less than
0.2% of GDP in the five years to 2008, although likely
deterioration in public finances will reverse this trend.  Fitch
is forecasting a central government budget deficit of 4.1% of GDP
in 2009, above the government's deficit target 2.8% of GDP, as it
is projecting that the economy will contract 2% in 2009 (the
government is forecasting growth of 1%).

Macedonia has been an official candidate for European Union
membership since 2005.  However, Fitch believes Greece's veto of
Macedonia's application to become a NATO member due to its
objection to the use of the country's name in 2008 could also make
it harder for Macedonia to gain a starting date for European Union
accession negotiations.


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


ING GROEP: To Cut 800 Jobs in Cost-Saving Drive
-----------------------------------------------
Michael Steen at The Financial Times reports that ING Groep NV on
Wednesday said it would cut 800 jobs as it merged its three main
domestic insurance businesses.

According to the FT, the job cuts, which are expected to
contribute to EUR100 million (US$140 million) in annual savings by
2013, will come over three years.

The FT says the latest reorganization will see the three Dutch
insurance businesses -- Nationale-Nederlanden, RVS and ING
Verzekeren Retail -- grouped together under the Nationale-
Nederlanden brand.

The FT recalls the ING, which employ about 8,000 of the company's
global workforce of 115,000 in its Dutch insurance businesses,
received a EUR10 billion Dutch state cash injection in October and
state guarantees on risky assets in January.  According to Bart
Koster of Dow Jones Newswires, in May, ING posted a worse-than-
expected first-quarter net loss as impairments on real-estate and
equity investments hit its insurance operations.

Headquartered in Amsterdam, the Netherlands, ING Groep N.V. (ING)
-- http://www.ing.com/-- is a global financial institution
offering banking, investments, life insurance and retirement
services.  The Company serves more than 85 million private,
corporate and institutional customers in Europe, North and Latin
America, Asia and Australia.  ING has six business lines:
Insurance Europe, Insurance Americas, Insurance Asia/Pacific,
Wholesale Banking, Retail Banking and ING Direct.  In July 2008,
the Company completed the acquisition of CitiStreet LLC, a
retirement plan and benefit service and administration company in
United States.  In November 2008, ING Groep N.V. increased its
stake in joint venture Billington Holdings PLC from 50% to 100%.
In February 2009, the Company announced that it closed the sale of
its Taiwanese life insurance business to Fubon Financial Holding
Co. Ltd.  In April 2009, the Company sold its non-state pension
fund business and its holding company in Russia to Aviva plc.


PROLIANCE INT'L: To Sell European Unit; US Unit Files Chapter 11
----------------------------------------------------------------
Proliance International, Inc., and its U.S. subsidiaries have
filed voluntary petitions in the U.S. Bankruptcy Court for the
District of Delaware under Chapter 11 of the U.S. Bankruptcy Code,
to address liquidity needs and preserve the value of their
business.

In connection with the bankruptcy filing, Proliance has entered
into a definitive agreement to sell substantially all of its North
American assets as a going concern for US$21.5 million, in cash,
subject to adjustment, under a court supervised sale process under
section 363 of the U.S. Bankruptcy Code, to Centrum Equities XV,
LLC, a Tennessee based holding company which includes the Visteon
aftermarket business.  The Visteon aftermarket business was spun
off as an independent company in February 2008 from Visteon
Corporation of Michigan and sold to Centrum Equities XV, LLC.
Wynnchurch Capital, Ltd., a Chicago-based private equity firm, is
Centrum's financial partner in the Proliance transaction.

The filing does not include Proliance's non U.S. entities or
operations.  Proliance is in the process of marketing its NRF
subsidiary in Europe.  The bankruptcy filing listed approximately
US$133.5 million of liabilities, including approximately US$40.1
million under Proliance's secured credit facility.  Proliance's
restructuring counsel is Jones Day and its restructuring and
financial advisor is Broadpoint Capital, Inc.

Charles E. Johnson, Proliance President and CEO said, "The filing
and agreement we are announcing represents the culmination of an
exhaustive process to evaluate all available options to address
the Company's liquidity constraints and is the only viable option
after reviewing all alternatives to maximize the value of the
Company for stakeholders, to provide the best possible opportunity
for associates and to provide that our customers' needs going
forward were met.

"The combination of Centrum's resources and industry expertise and
Proliance's manufacturing and distribution capabilities will help
get our business back on track faster and enable the combined
Company to serve its customers in an exemplary way," Mr. Johnson
said.  "Longer term, we believe ownership by Centrum will create a
stronger balance sheet and establish a solid platform which will
provide opportunity for growth."

Mr. Johnson explained the pressing need to access more capital to
service customers weighed heavily in the Company's decision
making.  "As has been reported in our prior public filings, we
have done everything possible to obtain a refinancing or to carry
out our sale of the business since February 2008, when tornados
destroyed our Southaven, MS warehouse and much of the inventory,"
he said.  "However, the condition of the financial markets has
made it impossible to find a viable financing package outside
bankruptcy."

Roger Brown, President and CEO of Centrum Equities XV, LLC said,
"We are excited about this opportunity to put together these two
leading companies in the automotive aftermarket.  We strongly
believe that the combination with Proliance, along with the
financial investment to be made, will provide for unparalleled
service in the industry."

           Proliance Seeks Delisting of Stock From NYSE

Proliance also has voluntarily requested the NYSE Amex Exchange to
delist its common stock from trading on the NYSE Amex Exchange.
This follows the Company's bankruptcy filing.  The Company does
not currently intend to relist its common stock on another
exchange as it expects there will be no recovery to the common
stockholders upon completion of the bankruptcy process.  The NYSE
Amex Exchange had previously halted trading of the Company's
common stock on June 24, 2009.

                  About Proliance International

Proliance International, Inc. (NYSE Amex: PLI), manufactures and
distributes aftermarket heat transfer and temperature control
products for automotive and heavy-duty applications serving North
America, Central America and Europe.   Through its NRF subsidiary
in the Netherlands, the Company supplies specialty coolers for
original equipment manufacturer (OEM) marine applications.  These
products are primarily used on inland and smaller sea-going
vessels such as tugs, ferries, barges and service vessels and are
considered part of the Company's heavy duty aftermarket product.


VNU MEDIA: Has Deal with Lenders to Slash Debt by More Than Half
----------------------------------------------------------------
Anousha Sakoui and Martin Arnold at the Financial Times report
that VNU Media BV has reached a deal with lenders that will more
than halve its EUR199 million (US$282 million) debts.

According to the FT, 3i, VNU Media's original owner, and private
equity fund HIG have agreed to provide the EUR17.2 million in new
funds to the company as part of a deal that will see creditors
write down its debt to less than EUR100 million.  The FT discloses
HIG and 3i will get equal stakes in the business in exchange for
providing the new funds, together with management.

The deal, the FT says, received the unanimous support of 15
lenders, which included Societe Generale, Bank of Ireland and BNP
Paribas, as well as complex debt funds called collateralized loan
obligations.

"VNU Media, together with other Dutch and European media
companies, is suffering from a downturn in its activities due to
the current economic conditions," the FT quoted Menno Antal,
partner and managing director at 3i, as saying.  "The agreement
reached with the lenders aims at providing the company with new
financial means and at alleviating significantly the debt burden
on the business."

Headquartered in Haarlem, the Netherlands, VNU Media B.V. --
http://www.vnumedia.nl/-- operates as a technology publisher in
the areas of advertising and readership market share in the United
Kingdom, France, Germany, the Netherlands, Italy, Spain, and
Belgium.  It publishes classified and business magazines.  The
company's publications cover a range of subject areas, including
information technology, media and marketing, electronics, finance,
management, and career development.  Its clients include readers
and advertisers, visitors, and exhibitors.  VNU Media B.V. is a
former subsidiary of The Nielsen Company.


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


AVTOVAZ OAO: Posts RUR24.7 Billion 2008 Net Loss
------------------------------------------------
Anton Doroshev at Reuters reports that Avtovaz OAO posted a net
loss of RUR24.7 billion for 2008 (US$796 million), compared to a
profit of RUR3.7 billion last year.

According to Reuters, the company's revenues grew 2.4 percent to
RUR192.1 billion in the reporting period.

                           Loan

On June 8, 2009, the Troubled Company Reporter-Europe, citing RIA
Novosti, reported that Russian Prime Minister Vladimir Putin
instructed the government to provide a RUR25 billion (US$806
million) loan to support Avtovaz.  The funds will be granted to
the Russian Technology Corporation, a key shareholder in Avtovaz,
which in turn will grant an interest free loan to the automaker,
RIA Novosti stated.  RIA Novosti disclosed Avtovaz CEO Boris
Alyoshin earlier said the government's aid would be channeled
primarily to bridging the company's debts for earlier periods.
According to RIA Novosti, the company's debt stood at RUR44
billion (US$1.3 billion) as of mid-April, a figure that includes
bond issues.

RIA Novosti recalled the company has several times suspended
production over payment disputes with car part suppliers.
As reported in the TCR-Europe on April 1, 2009, The Moscow Times,
said Mr. Alyoshin previously asked the government for RUR26
billion to restructure debt to suppliers and creditors.

Based in Tolyatti, Russia, AVTOVAZ OAO (AVTOVAZ JSC) --
http://www.lada-auto.ru/-- is engaged in the manufacture of
passenger cars.  The Company's main brands are LADA PRIORA, LADA
Kalina, LADA Samara, LADA 110 and others.  The Company is also
involved in the manufacture of automobile components, distribution
of automobiles and spare parts and operation of automobile service
centers. The Company is also active in a variety of other sectors,
such as power supply, transportation, utilities, construction,
insurance, banking and finance.  AVTOVAZ OAO sells its products on
the domestic market, as well as exports them to Kazakhstan,
Ukraine, Azerbaijan, Armenia, Egypt, Syria, Greece, Belarus,
Uruguay, Cyprus, Germany and others.  It operates through one
representative office located in Moscow, several subsidiaries and
affiliated companies.


CBED BANK: Fitch Cuts Long-Term Issuer Default Rating to 'B-'
-------------------------------------------------------------
Fitch Ratings has downgraded ratings of LLC CBED Bank of Kazan,
including its Long-term Issuer Default Rating to 'B-' from 'B' and
Support Rating to '5' from '4'.

The rating actions are driven by Fitch's updated opinion on the
credit strength of the City of Kazan, which has been recently
assigned a Long-term Rating of 'B+'.  Although it remains possible
that the Kazan administration will be willing to provide support
for BoK (where it controls a 81% stake) in case of need, and this
continues to drive BoK's ratings, Fitch notes that the city may
not have the necessary resources to provide support at all times.

Fitch's view of Kazan's propensity to support BoK considers the
city's majority stake in the bank and also takes into account that
a sizeable part of BoK's business is connected with municipally-
owned companies.  In addition, representations made by Kazan
officials to Fitch have confirmed the city's readiness to provide
support to BoK, in case of need.  At the same time, Kazan's
ability to provide such support directly is limited in light of
its low budget flexibility, although some assistance may be
granted indirectly through entities controlled by the city.  Kazan
may also benefit from its status as the administrative centre of
the Republic of Tatarstan (RT, Long-term Rating 'BBB-'/Stable),
and there is potential for BoK to receive some support from
entities controlled by RT.  However, given the uncertainty
regarding the ability to provide timely assistance, Fitch
considers that a two-notch differential between the Long-term
Rating of Kazan and IDR of BoK is appropriate.

BoK's 'E' Individual Rating reflects its small size, narrow
franchise, concentrated balance sheet and moderate capitalization.
BoK's liquidity position has been manageable to date, and as at 1
June 2009 available liquid assets (cash and equivalents and
interbank placements) covered approximately 30% of customer
deposits.  Fitch, nonetheless, views BoK's liquidity as
potentially vulnerable given high depositor concentrations and the
elevated risks of the current operating environment.  The reported
level of non-performing loans has been low to date, although
rolled-over loans comprised a significant 12% of the bank's
portfolio as at June 1, 2009.  The regulatory capital adequacy
ratio stood at 16.1%, which Fitch views as an only moderate level,
given the relatively low loan impairment reserve (3.1% of the
portfolio).  The planned RUB100 million capital injection (equal
to 23% of June 1, 2009 equity) will help BoK to withstand a
moderate increase in impairment levels, although a more severe
deterioration in loan quality would mean that further capital
injections would be required.

Upgrades or downgrades of BoK's Long-term IDR will likely be
driven by changes in the credit profiles of Kazan and RT, and
Fitch's view of their ability and propensity to support the bank
in case of need.  Upside potential for the Individual Rating is
limited in the near-term, but a broadening of BoK's franchise,
diversification of the loan book and funding sources, and a
stronger capital position would be positive for the bank's
standalone credit profile.

BoK was established in 1990 (initially under the name of
Tatprominvestbank) in Kazan.  In 2002, the bank became majority-
owned by the administration of the City of Kazan.  The bank has
mainly focused on servicing the needs of municipally-owned
companies and local businesses from socially important market
segments, including retail trade, transport, utilities and
residential construction.  At end-Q109, BoK was the 313th-ranked
bank in Russia by assets and the 10th largest in RT.

Rating actions are:

  -- Long-term foreign currency IDR: downgraded to 'B-' from 'B';
     Outlook Stable

  -- Short-term foreign currency IDR: affirmed at 'B'

  -- Support Rating: downgraded to '5' from '4'

  -- Individual Rating: affirmed at 'E'

  -- National Long-term rating: downgraded to 'BB'(rus)' from BBB-
     (rus)'; Outlook Stable


GAZPROMBANK OAO: Posts RUR16.6 Bln Net Income in First Qtr. 2009
----------------------------------------------------------------
Brad Cook at Bloomberg News reports that OAO Gazprombank posted a
net income of RUR16.6 billion under International Financial
Reporting Standards in the first quarter of 2009, compared to a
net loss of RUR68.2 billion last year.

The bank didn't publish results to international standards for the
first quarter of last year, Bloomberg News notes.

Headquartered in Moscow, Russia, Gazprombank OAO (GPB OAO or
Gazprombank Gas Industry JSC or Gazprombank OJSC), previously AB
Gazprombank ZAO or Aktsionernyi bank gazovoy promyshlennosti
Gazprombank ZAO, -- http://www.gazprombank.ru-- provides banking
services to the enterprises and employees of such industries as
gas, chemical, engineering, defense and others.  The Bank provides
private banking services, such as cash settlements, money
transfers, deposits, plastic cards issuance and maintenance,
travel checks, consulting services, as well as corporate financing
services, including corporate finance advisory, mergers and
acquisitions buy-side consulting, mergers and acquisitions sell-
side consulting, joint ventures consulting, capital markets
consulting and others.  The Bank operates through numerous
branches and subsidiaries countrywide.  It is in 41.72% owned by
Gazprom OAO.

                         *     *     *

Gazprombank JSC continues to carry a 'D-' bank financial strength
rating from Moody's Investors Service with a stable outlook.


=====================================
S E R B I A   &   M O N T E N E G R O
=====================================


ASTRAKA BANKA: Administrator Offers for Sale Eunet & Yunet Stakes
-----------------------------------------------------------------
The Deposit Insurance Agency, the bankruptcy administrator of
Astraka banka ad Beograd, invites interested persons to
participate in the joint sale of stakes in development and
construction information systems companies, Yunet Ltd. Belgrade
and Eunet Ltd. Belgrade.

The agency offers for sale a 100% stake in Eunet and an 82,028%
stake in Yunet.  The agency organizes and conducts the procedure
of sale of capital in companies Eunet and Yunet through the
international lender, with the support of the Raiffeisen
Investment AG as the financial advisor in the procedure.

Expressions of Interest have to be submitted at the latest by July
13, 2009 at 3:00 p.m., CET, to:

         Raiffeisen Investment AG
         Bul. Zorana Djindjica 64a
         11070 Belgrade
         Serbia

For further information, contact:

         Ivan Todorovic
         Raiffeisen Investment AG
         Tel: +381 11 2129 214
         Email: i.todorovic@raiffeisen-investment.com


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


ISTRABENZ DD: Seeks Creditor Settlement After Share Issue Failed
----------------------------------------------------------------
Manca Ulcar at Reuters reports that Istrabenz dd decided to file
for a financial reorganization and court-enforced settlement with
creditors after its EUR475 million (US$665 million) share issue
failed.

The share issue, Reuter discloses, comprised 34.4 million shares
at EUR13.8.  Balkans.com relates in a statement on the Ljubljana
bourse the company said that not a single share had been sold in
the share issue which was open from June 11 to June 26 and
therefore declared it unsuccessful.

Reuters says under Slovenia's so-called compulsory settlement
proceedings, the court has eight days to decide on the request,
which enables a financial reorganization of the firm and holds off
the bankruptcy proceedings.  According to Reuters, if approved,
the settlement would enable the company to settle its debts and
survive.

Reuters recalls Istrabenz declared insolvency in March after
failing to reach a deal with 19 banking creditors on reprogramming
its debt, which local media estimated at EUR950 million.

Istrabenz dd -- http://www.istrabenz.si/-- is a Slovenia-based
holding responsible for the asset management and supervision of
the Istrabenz Group members.  The Company has developed
investments in the number of divisions: Energy, which covers the
gas business, production and distribution of energy, transshipment
and storage of oil derivatives; Tourism, which offers hotel,
catering, wellness and congress services; Investments, which deals
with advertising, financial services and technical consulting;
Food, which markets food products, and Information Technology that
provides information support to the companies of the Istrabenz
Group.  As of December 31, 2008 Istrabenz Group comprised 77
companies.  The Company operates a number of subsidiaries,
including wholly owned Istrabenz Turizem dd and Istrabenz Marina
Invest doo.


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


CONSUMO BANCAJA: Fitch Cuts Rating on Class D Notes to 'CC'
-----------------------------------------------------------
Fitch Ratings has downgraded Consumo Bancaja 1 - Fondo de
Titulizacion de Activos's class B, C and D notes.  The agency has
also revised the Recovery Rating on the class D to 'RR4' from
'DR3' to reflect worsening recovery prospects.  A full rating
breakdown is:

  -- EUR284.1 million class A notes: affirmed at 'AAA'; LS-1;
     Outlook Stable

  -- EUR14.7 million class B notes: downgraded to 'AA-' from 'AA';
     LS-2; Outlook Negative

  -- EUR19.2 million class C notes: downgraded to 'BB+' from
     'BBB+'; LS-2; Outlook Negative

  -- EUR12.9 million class D notes: downgraded to 'CC' from 'CCC';
     Recovery Rating revised to 'RR4' from 'DR3'.

The downgrades follow a recent review of the performance since
February 2009 and reflect a continuing deterioration in the
underlying consumer loan portfolio due to increasing delinquencies
and defaults.  Since the transaction has amortized to almost half
of the original amount, in particular on the senior notes, the
likelihood of the senior class A to incur any losses is remote;
however, the performance of the mezzanine and junior tranches will
continue to be driven by the default and recovery performance of
the loan portfolio.

Consumo Bancaja 1 is backed by a mixed pool of unsecured consumer
loans and auto loans and has significant exposure to the Valencia
region, which represents approximately 74% of the portfolio size,
making it even more vulnerable to the prevailing economic crisis
in Spain.

In February 2009, the transaction for the first time drew from its
reserve fund to cover loan losses. As the defaulted loan balance
continued to mount, a second draw was made in May 2009 which has
resulted in a total EUR2.2m being drawn from the reserve account.

Moreover, delinquencies within the portfolio have not shown any
signs of stabilization.  Late delinquencies (loans delinquent for
over six months) have continued to rise to EUR12 million in May
2009 from EUR9m at end-2008.  As Fitch believes late delinquencies
are unlikely to become performing again, defaults are expected to
rise.

At end-May 2009 the total defaulted loan balance reached EUR20.5
million and total loans that have been written off amounted to
EUR19.2 million.  The difference represented recoveries which
accounted for only 6.7% of the gross defaulted loans.  Although it
is not uncommon for a portfolio to consist of entirely unsecured
consumer loans, the recovery performance is still significantly
below Fitch's initial base case assumption of 65%.  As historical
data on recoveries for all three transactions have shown a
flattening trend for all vintages and less recoveries made on the
younger vintages compared to the older ones, Fitch believes
recoveries are unlikely to improve significantly in the current
economic environment.

Class D, which is currently funding the reserve account, has
experienced some losses that may or may not be recovered by the
notes' final legal maturity date.  A Recovery Rating of 'RR4' has
been assigned and is commensurate with its current expected losses
and the recovery potential.  More performance data can be found on
Fitch's subscriber website.


IM GRUPO: Moody's Assigns (P)'Caa1' Rating on Series B Notes
------------------------------------------------------------
Moody's Investors Service has assigned these provisional ratings
to the debt to be issued by IM Grupo Banco Popular Empresas 3:

  -- (P) Aaa to the EUR500,000,000 Series A1 notes
  -- (P) Aaa to the EUR1,142,500,000 Series A2 notes
  -- (P) Caa1 to the EUR607,500,000 Series B notes

IM Grupo Banco Popular Empresas 3 is a cash securitization of
standard loan contracts granted by Banco Popular and Banco
Andalucia to Spanish SME's, corporations and self-employed
individuals out of any guarantee programme.  The portfolio will be
serviced by Banco Popular.

According to Moody's, the transaction benefits from several credit
strengths including these: (1) Strong swap guaranteeing 30 bps of
Xs spread over a notional equal to the notes balance; and (2) no
loans in arrears will be included at closing.  However, Moody's
notes that the deal also features credit weaknesses, notably: (1)
Low pool granularity, with the most concentrated loan being 4.55%
of the issuance amount; (2) low relative % of mortgages guarantees
(38%); (3) a 5 year lock up period; (4) around 29% of the
borrowers are concentrated in the Real Estate sector (including a
12% Real Estate Developers over total pool); and (5) weak
historical performance of recent Grupo Banco Pupular's SME deals
and overall SME book (Moody's PD assumption for the pool is around
16.5%).  These increased risks were reflected in the credit
enhancement calculation.

The provisional pool of underlying assets was, as of April 2009,
composed of a portfolio of 19,934 loans and 17,362 borrowers
granted to Spanish SME's, corporations and self-employed
individuals.  The loans were originated between 1995 and 2009
(>98% between 2005 and 2009), with a weighted average seasoning of
1.24 years and a weighted average remaining term of 8.1 years.
Around 38% of the outstanding of the portfolio is secured by a
mortgage guarantee (100% of them being first-lien with a weighted
average LTV of 82%).  Geographically, the pool is concentrated in
Madrid (21%), Andalusia (16%) and Catalonia (15%).  At closing,
there will be no loans in arrears.

Moody's based the provisional ratings primarily on: (i) an
evaluation of the underlying portfolio of loans; (ii) historical
performance information and other statistical information; (iii)
the swap agreement hedging the interest rate risk; (iv) the credit
enhancement provided through the GIC account, the excess spread,
the cash reserve and the subordination of the notes; and (v) the
legal and structural integrity of the transaction.  Moody's
initially analysed and will monitor this transaction using the
rating methodology for EMEA SMEs loan-backed transactions.

The ratings address the expected loss posed to investors by the
legal final maturity of the notes.  In Moody's opinion, the
structure allows for payment of interest and ultimate payment of
principal at par on or before the rated final legal maturity date
on Series A1 and A2 and for ultimate payment of interest and
principal at par on or before the rated final legal maturity date
on Series B.  Moody's ratings address only the credit risks
associated with the transaction.  Other non-credit risks have not
been addressed, but may have a significant effect on yield to
investors.

Moody's issues provisional ratings in advance of the final sale of
securities, and these ratings only reflect Moody's preliminary
credit opinions regarding the transaction.  Upon a conclusive
review of the final pool of assets and the final documentation,
Moody's will endeavor to assign a definitive rating to the notes.
A definitive rating, if any, may differ from a provisional rating.

No previous ratings have been assigned to this transaction.


TDA IBERCAJA: S&P Assigns 'CCC-' Rating on Class B Notes
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary credit
ratings to the EUR446.4 million mortgage-backed floating-rate
notes issued by TDA IBERCAJA ICO-FTVPO, Fondo De Titulizacion
Hipotecaria.

The collateral comprises subsidized mortgage loans ("VPO" mortgage
loans) secured by first-ranking mortgages, originated by Caja de
Ahorros y Monte de Piedad de Zaragoza, Aragon y Rioja (Ibercaja;
A/Stable/A-1).  This will be the first transaction under
Ibercaja's ICO-FTVPO program.

TDA IBERCAJA ICO-FTVPO will acquire credit rights backed by VPO
mortgage loans.  To fund this purchase, it will issue one class of
floating-rate notes.  A reserve fund (9.2% of the original
principal balance) will be funded at closing through a
subordinated class of floating-rate notes (class B).

The rationale of the preliminary ratings is driven by the specific
characteristics of this type of mortgage loan, in terms of both
credit and cash flow.  The rating on each class of securities is
preliminary as of June 30, 2009, and subject to change at any
time. S&P expects to assign initial credit ratings on the closing
date subject to a satisfactory review of the transaction documents
and legal opinion.

The class A notes will have a guarantee from Instituto de Crédito
Oficial (ICO; AA+/Stable/A-1+).  The stand-alone preliminary
rating on the class A notes is 'AAA'.  ICO will have 90 calendar
days to pay the amounts guaranteed.

S&P will publish a presale report for this deal in due course.

                           Ratings List

    TDA IBERCAJA ICO-FTVPO, Fondo De Titulizacion Hipotecaria
      EUR446.4 Million Mortgage-Backed Floating-Rate Notes

                          Prelim.        Prelim.
        Class             rating         amount (Mil. EUR)
        -----             -------        -----------------
        A                 AAA            409.5
        B                 CCC-            36.9


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


ANTHEM VENTURES: Creditors Must File Claims by July 8
-----------------------------------------------------
Creditors of Anthem Ventures GmbH are requested to file their
proofs of claim by July 8, 2009, to:

         Anthem Ventures GmbH
         Pelzgasse 15
         5001 Aarau
         Switzerland

The company is currently undergoing liquidation in Aarau.  The
decision about liquidation was accepted at an extraordinary
shareholders' meeting held on April 28, 2009.


CAFE AM: Creditors Must File Claims by July 8
---------------------------------------------
Creditors of Cafe am Bach GmbH are requested to file their proofs
of claim by July 8, 2009, to:

         Ruth Schaub-Evard
         Liquidator
         Deckerhuebel 1
         5213 Villnachern
         Switzerland

The company is currently undergoing liquidation in Villnachern.
The decision about liquidation was accepted at an extraordinary
shareholders' meeting held on March 31, 2009.


CTRS GMBH: Creditors Have Until July 8 to File Claims
-----------------------------------------------------
Creditors of CTRS (Consulting and Testing Regulatory Services)
GmbH are requested to file their proofs of claim by July 8, 2009,
to:

         Franziska Anliker Galicia
         Rossweidstrasse 6e
         9030 Abtwil
         Switzerland

The company is currently undergoing liquidation in Herisau.  The
decision about liquidation was accepted at an extraordinary
shareholders' meeting held on May 15, 2009.


PAUL'S SCHLUESSELSERVICE: Claims Filing Deadline is July 8
----------------------------------------------------------
Creditors of Paul's Schluesselservice AG are requested to file
their proofs of claim by July 8, 2009, to:

         Dieter Weisskopf
         Im Roethler 32a
         5406 Baden-Ruetihof
         Switzerland

The company is currently undergoing liquidation in Baden.  The
decision about liquidation was accepted at a general meeting on
May 11, 2009.


SPOGRA AG: Creditors Must File Claims by July 8
-----------------------------------------------
Creditors of Spogra AG are requested to file their proofs of claim
by July 8, 2009, to:

         Paul Wenk
         Liquidator
         Neuweg 73
         8222 Beringen
         Switzerland

The company is currently undergoing liquidation in Beringen.  The
decision about liquidation was accepted at an extraordinary
general meeting held on March 12, 2009.


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


OKNA-PLAST LLC: Creditors Must File Claims by July 8
----------------------------------------------------
Creditors of LLC Okna-Plast (code EDRPOU 32797219) have until
July 8, 2009, to submit proofs of claim to:

         V. Plotnikov
         Insolvency Manager
         Office 32
         Vatutin Quarter 24
         91040 Lugansk
         Ukraine

The Economic Court of Lugansk region commenced bankruptcy
proceedings against the company on May 28, 2009.  The case is
docketed under Case No. 21/28b.

The Court is located at:

         The Economic Court of Lugansk
         Heroes of GPW Square 3-a
         91000 Lugansk
         Ukraine

The Debtor can be reached at:

         LLC Okna-Plast
         Heroes of GPW Square 5
         91016 Lugansk
         Ukraine


SLAVTRANS LLC: Creditors Must File Claims by July 10
----------------------------------------------------
Creditors of LLC Slavtrans (code EDRPOU 33525670) have until
July 10, 2009, to submit proofs of claim to:

         A. Malevany
         SKD Str. 24/2
         40024 Sumy
         Ukraine

The Economic Court of Sumy commenced bankruptcy proceedings
against the company on June 1, 2009.  The case is docketed under
Case No. 7/84-09.

The Court is located at:

         The Economic Court of Sumy
         Shevchenko Ave. 18/1
         40477 Sumy
         Ukraine

The Debtor can be reached at:

         LLC Slavtrans
         Zalivnaya Str. 15
         40030 Sumy
         Ukraine


TAUSAMGAT LLC: Creditors Must File Claims by July 8
----------------------------------------------------
Creditors of LLC Tausamgat (code EDRPOU 35838425) have until
July 8, 2009, to submit proofs of claim to:

          M. Zvezdichev
          Insolvency Manager
          Office 16
          Shevchenko Boulevard 132
          Cherkassy
          Ukraine

The Economic Court of Cherkassy commenced bankruptcy proceedings
against the company on May 26, 2009.  The case is docketed under
Case No. 01/1273.

The Court is located at:

         The Economic Court of Cherkassy
         Shevchenko Boulevard 307
         18004 Cherkassy
         Ukraine

The Debtor can be reached at:

         LLC Tausamgat
         Khomenko Str. 19
         18000 Cherkassy
         Ukraine


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


BAXI HOLDINGS: S&P Affirms 'CC' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'CC'
long-term corporate credit rating on U.K.-based heating products
manufacturer Baxi Holdings Ltd.  At the same time, the
subordinated debt rating on the GBP100 million second-lien
mezzanine notes issued by finance subsidiary Heating Finance PLC
and guaranteed by Baxi and other subsidiaries was affirmed at 'C'.
The recovery rating on the notes is unchanged at '6', indicating
S&P's expectation of negligible (0%-10%) recovery in the event of
a payment default.

"The affirmation follows confirmation from Baxi that installments
of principal due under its senior credit facilities have been
paid," said Standard & Poor's credit analyst Andres Albricci.
"Baxi had previously announced on June 12, 2009, that Heating
Finance might not be able to repay the installments of principal
due on June 27, 2009, if an agreed transaction between Baxi and De
Dietrich Remeha was not reached by that date.

"The company also stated that it may be in breach of its cash flow
coverage and leverage covenants at the next test date of June 30,
2009, and had therefore asked its lenders for a waiver to avoid
cross default and acceleration of the senior facilities.  A breach
in covenants would represent an event of default under Baxi's
facilities agreement that could ultimately trigger a default on
the entire group's debt."

S&P now understand from the company that lenders have granted the
covenant waiver until Aug. 31, 2009.

The 'CC' rating reflects a substantial risk of default and factors
the uncertainties related to the completion of the transaction
with DDR as well as the fact that covenants have been waived only
for a limited period of time.

Uncertainty remains over completion of the transaction between
Baxi and DDR, and the fact that Baxi might be in breach of its
covenants once the recently granted waiver expires.  There is also
uncertainty surrounding the capital structure of the proposed new
entity.  Although S&P has no indication that the merger could
result in a debt restructuring, such a risk could be envisaged in
the current economic and financial market climate.


BRITISH AIRWAYS: Calls in Acas to Help with Pay Negotiations
------------------------------------------------------------
BBC News reports British Airways plc on Wednesday asked the
conciliation service Acas to help it reach a deal with unions over
jobs cuts and a pay freeze in an attempt to avert the threat of an
industrial action.

BBC News recalls talks between the airline and union officials on
Tuesday night failed to reach an agreement.

"It has not proved possible to conclude an agreement with the
trade unions on our pay and productivity discussions by the
deadline of June 30," BBC News quoted BA as saying in a statement.
"We have therefore asked the conciliation service Acas to
facilitate any future meetings."

BA, BBC News discloses, wants to cut more than 3,500 jobs and
freeze pay as part of a huge cost-cutting drive.  Kaveri
Niththyananthan at Dow Jones Newswires reports that Britain's
Unite union could strike if the carrier tries to impose permanent
wage freezes and changes to work practices.  Dow Jones relates
Steve Turner, Unite's national secretary for aviation, said the
union had offered proposals for temporary changes that would save
millions of pounds, but that BA is less willing to come to a
mutually acceptable agreement.

Mr. Turner as cited by Dow Jones, said he didn't approve of using
the state-funded Advisory, Conciliation and Arbitration Service as
a mediator, calling it an abuse of the body.  Dow Jones says
according to Mr. Turner, the mediator could help push talks
forward only marginally.  BA failed to appear for a meeting the
union called for Wednesday, Dow Jones discloses citing Mr. Turner.

                      About British Airways

Headquartered in Harmondsworth, England, British Airways Plc
(LON:BAY) -- http://www.ba.com/-- is engaged in the operation of
international and domestic scheduled air services for the carriage
of passengers, freight and mail, and the provision of ancillary
services.  The Company's principal place of business is Heathrow.
The Company also operates a worldwide air cargo business with its
scheduled passenger services.  The Company operates international
scheduled airline route networks, comprising some 300 destinations
at March 31, 2008.  During the fiscal year ended March 31, 2008
(fiscal 2008), British Airways carried more than 33 million
passengers.  It carried 805,000 tons of cargo to destinations in
Europe, the Americas and worldwide.  At March 31, 2008, it had 245
aircraft in service.  In July 2008, British Airways plc completed
the purchase of French airline L'Avion.

                     *     *     *

As reported in the Troubled Company Reporter-Europe on March 10,
2009, Standard & Poor's Ratings Services said that it lowered its
long-term corporate credit rating on U.K.-based British Airways
PLC to 'BB+' from 'BBB-'.  At the same time, the rating remains on
CreditWatch with negative implications, where it was originally
placed on Jan. 27, 2009.

On Feb. 13, 2009, the TCR-Europe reported Moody's lowered the
Corporate Family Rating of British Airways plc ('BA', or 'the
company') to Ba1, and assigned a Probability of Default Rating of
Ba1; the senior unsecured and subordinate ratings have been
lowered to Ba2 and Ba3, respectively.  The ratings remain under
review for possible downgrade.


CATTLES PLC: Axes 6 Senior Executives After Financial Review
------------------------------------------------------------
According to Jane Croft at The Financial Times, Cattles plc on
Wednesday said it had dismissed six senior executives following a
review into the company's reporting of impairment charges.

The FT discloses the executives, which included James Corr,
finance director and Ian Cummine, chief operating officer, have
left the company and will not receive any compensation for loss of
office.  The company has appointed Margaret Young, currently a non
executive director and chairman of the audit committee, as its new
executive chairman, replacing Norman Broadhurst who is to step
down, the FT says.

The FT relates the dismissals come after Cattles, which has yet to
release its 2008 results, commissioned law firm Freshfields and
consultants Deloitte to examine its impairment provisions earlier
this year after it emerged there had been a breakdown in internal
controls.  According to the FT, as a result of the breakdown, some
impairment charges were incorrectly deferred.

                          "Standstill"

The FT notes Cattles said it is in the final stages of convincing
bondholders and more senior creditors to agree to a "standstill"
agreement that will allow it to continue to operate.   Cattles is
due to pay a coupon to bondholders on July 5 and is in talks with
a syndicate of 22 banks, led by Royal Bank of Scotland, to
refinance GBP500 million of wholesale funding by July 14, the FT
states.  As reported in the Troubled Company Reporter-Europe on
June 24, 2009, the FT said unless RBS and the rest of the group's
creditors agree to renew the GBP500 million credit line, Cattles
could potentially fall into administration.

Cattles plc -- http://www.cattles.co.uk/-- is a financial
services company specializing in providing consumer credit to non-
standard customers in United Kingdom.  The Company also provides
debt recovery services to external clients and its consumer credit
business, and working capital finance for small- and medium-sized
businesses.  It also has a car retail operation, which is an
introducer of hire purchase customers to its consumer credit
business. Its business divisions include Welcome Financial
Services, The Lewis Group and Cattles Invoice Finance.  Welcome
Financial Services consists of three businesses: Welcome Finance,
Shopacheck and Welcome Car Finance.  Shopacheck provides short-
term home collected loans to some 260,000 customers through 52
branches.  The Lewis Group provides debt recovery and
investigation services, serving both external clients and Welcome
Financial Services.  In September 2007, it announced the
acquisition of a debt portfolio of United Kingdom credit card,
loan and overdraft receivables.


CELLTEC LIMITED: Placed Into Administration
-------------------------------------------
Whitfield-based Celltec Limited has been placed into
administration after it ran into financial trouble after a large
bad debt caused by a fraud.

Begbies Traynor partner Paul Stanley has been appointed
administrator to the company which was founded in 2000 and
supplies IT hardware from laptops to spare parts, and through its
network of suppliers sources products from the likes of Apple,
Canon, Compaq, IBM and Dell.  He is now seeking a buyer for the 30
m turnover business.

Paul Stanley said: "The business had been trading profitably until
it fell victim to a fraud last year which cost it several hundred
thousand pounds.

"There has also been a general downturn in the market, so there is
a credit crunch element too."

Mr. Stanley said the 40 people working in the business had been
paid to the end of the month, and were directly employed by parent
company Celltec Holdings -- which is not in administration.


CHAMPION HOME: Moody's Cuts Corporate Family Rating to 'Caa3'
-------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and Probability of Default Rating to Caa3 from Caa1 Champion
Enterprises, Inc., but has relocated these ratings to Champion
Home Builders Co.  Champion Enterprises, Inc., no longer has any
rated debt since the company repaid its 7.625% senior secured
notes due 2009.  Champion Enterprises, Inc., is a holding company
that conducts its operations though Champion Home Builders Co. and
its subsidiaries.  The speculative grade liquidity remains SGL-4.
The outlook is negative.

The downgrades reflect the greater than expected deterioration in
Champion's operating performance due to the continued downturn in
the global economy and reduced demand for manufactured housing and
modular homes.  The large number of foreclosed homes for sale is
also adding to reduced demand for Champion's products.  Tight
credit markets are suppressing financing options for the company's
independent retailers and their customers.  The company's
international segment sales declined due primarily from reduced
demand for its custodial (prison) modular buildings and the
slowdown in construction activity in the U.K. Sales totaled
US$105 million for 1Q09, a year-over-year decline of almost 65%
and a decrease of 44% from the previous quarter.  The company's
EBIT margin was negative 3.5% and its free cash flow/debt was
negative 4.5% (all ratios adjusted per Moody's methodology) for
the last twelve months through April 4, 2009.  Given the current
economic outlook and turmoil in the credit markets, Moody's
believes that Champion's operating performance will likely
deteriorate further and the weaker credit metrics may impair
Champion's ability to maintain compliance with financial covenants
in its credit agreements.

As a result of the company's operating performance and the
company's inability to generate significant amount of free cash
flow, Moody's believes that Champion has a capital structure that
must be addressed in the near term.  The company's senior secured
credit facilities have been classified as short-term debt and
totaled US$123 million at 1Q09 due to the possibility that it may
not be in compliance with its financial covenants.  At April 4,
2009, the company's total liquidity was US$49.2 million,
consisting of unrestricted cash balances totaling US$47.8 million
and availability under its senior secured revolving credit
facility of US$1.4 million.

Champion's SGL-4 speculative grade liquidity rating reflects
Moody's belief that Champion has a weak liquidity profile due to
poor cash generation, lack of access to external liquidity with
potentially significant near-term debt maturities, covenant
pressures, and limited alternate sources of liquidity.

The negative outlook incorporates Moody's views that Champion
faces significant operational challenges and refinancing risks in
the near-term as it contends with the considerable deterioration
in demand for manufactured housing and modular homes.

These ratings/assessments were affected by this action:

Champion Enterprises, Inc.:

The Corporate Family Rating and the Probability of Default Rating
were downgraded to Caa3 from Caa1.  Since Champion Enterprises,
Inc. has no rated debt and it is not a named borrower under the
senior secured credit facility, the ratings and the SGL-4
speculative grade liquidity rating have been relocated to the
Champion Home Builders Co. level in accordance with Moody's
standard rating practices.

Champion Home Builders Co.:

  -- Corporate Family Rating at Caa3;

  -- Probability of Default Rating at Caa3;

  -- US$40.0 million senior secured revolving credit facility due
     2010 downgraded to Caa1 (LGD2, 26%) from B2 (LGD2, 27%);

  -- US$43.5 million (originally US$60 million) senior
     secured letter of credit facility due 2012 downgraded to
     Caa1 (LGD2, 26%) from B2 (LGD2, 27%); and,

  -- US$45.2 million (originally US$200 million) senior
     secured term  loan facility due 2012 downgraded to Caa1
     (LGD2, 26%) from B2 (LGD2, 27%).

The last rating action was on October 21, 2008, at which time
Moody's downgraded the Corporate Family Rating to Caa1.

Champion Enterprises, Inc., headquartered in Troy, Michigan, is a
producer of manufactured housing, modular homes, and steel-framed
modular buildings and operates 30 manufacturing facilities in
North America and the United Kingdom.  Revenues for the last
twelve month through April 4, 2009, totaled approximately
US$842 million.


FE MOTTRAM: Administrators Put Business Up for Sale
---------------------------------------------------
KPMG's joint administrators, Richard Fleming and Paul Dumbell
offer for the sale the business and assets of FE Mottram (Non
Ferrous) Limited.

Principal features of the business include:

   -- the largest manufacturer of secondary aluminum in the UK;

   -- purpose built leasehold factory in Congleton, Cheshire;

   -- turnover of circa GBP38 million in 2008;

   -- blue chip customer base including a numer of leading motor
      vehicle manufacturers;

   -- capacity of 25,000 tonnes per annum;

   -- an extensive list of modern euipment including a can
      processing plant; and

   -- all necessary environmental and quality accreditations.

For further information, contact:

         Alex Harper
         Tel: 0161 838 4000
         Fax: 0161 838 4089
         E-mail: alex.harper@kpmg.co.uk

             - or -

         Nadeem Sweiss
         Tel: 0161 838 4000
         Fax: 0161 838 4089
         E-mail: nadeem.sweiss@kpmg.co.uk


GKN HOLDINGS: S&P Changes Outlook to Stable; Affirms 'BB+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on U.K.-based engineering company GKN Holdings PLC to
stable from negative.  At the same time, the 'BB+' long-term
corporate credit rating and the 'BB+' issue-level rating on GKN's
senior unsecured debt were affirmed.  The recovery rating on the
debt is unchanged at '4', indicating S&P's expectation of average
(30%-50%) recovery in the event of a payment default.

"The outlook revision reflects S&P's assumption that GKN's
announced equity issue will be completed as outlined in its press
release of June 18, 2009, and that no major problems will occur,"
said Standard & Poor's credit analyst Andres Albricci.  "The
proposed issue of GBP423 million is set for approval at GKN's
General Meeting on the July 6, 2009. S&P anticipate that net
proceeds, which should total about GBP403 million, will be used to
reduce debt.

"Although S&P believes that GKN's credit metrics might still fall
below levels that S&P considers commensurate with the current
rating during 2009, S&P anticipates that GKN will likely improve
its metrics from 2010.  This is because of the resilience of its
Aerospace division and the expected gradual improvement of the
global auto market."

S&P believes that the difficult conditions in the global
automotive industry will continue throughout 2009 and, to a lesser
extent, in 2010.  That said, S&P anticipates some improvement
compared with the first months of 2009.  This, together with a
softening performance in the Aerospace segment, will likely
continue to negatively affect GKN's operating performance
throughout 2009, partially offsetting the positive effect of the
GBP423 million equity issue on GKN's credit metrics.
Nevertheless, S&P views the capital increase as positive because
it is likely to help the company to restore credit metrics to a
level commensurate with the 'BB+' rating beyond 2009.

In S&P's view, GKN's key credit metrics will remain within target
levels for the 'BB+' rating beyond 2009.  In particular, S&P
anticipates that GKN should be able to reach FFO to debt of
between 20% and 25% beyond 2009.  Following the completion of the
rights issue, S&P also anticipates that the company will benefit
from increased headroom within the current rating.


HUGGET ELECTRICAL: Goes Into Liquidation
----------------------------------------
Sue Stockley and Neil Vinnicombe of the Bath office of Begbies
Traynor have been instructed to assist the directors to liquidate
Huggett Electrical Limited, the well-known electrical component
manufacturer which has had a presence in the city for almost 45
years.  A meeting of creditors has been convened for July 16.

A family business founded by city councillor and former mayor
Walter Huggett, the company made electrical switches and other
components at its premises in Twerton Mill, Lower Bristol Road.

At cessation Huggett Electrical had an annual turnover of 1.5M and
employed 25 staff.  After closure buyers were found for some of
the business resulting in a sale of the contract work in progress
and certain assets to a Llanelli-based company, Harries Automation
& Controls Limited.  The freehold premises owned by the company
remain to be disposed of by the liquidators.

Sue Stockley commented: Its always sad to see a family business
disappear, particularly one as well established and widely
respected as Huggett Electrical.

The company has survived many challenges over the years but
regrettably the current downturn has dealt a terminal blow.

Begbies Traynor is the leading business rescue, recovery and
restructuring specialist in the UK.


INVENSYS PLC: Moody's Gives Positive Outlook; Affirms 'Ba1' Rating
------------------------------------------------------------------
Moody's Investors Service changed the ratings outlook of Invensys
plc to positive from stable.  It also affirmed Invensys' Ba1
corporate family rating and probability of default rating, and the
Ba2 rating on the legacy unsecured bonds due 2010.

The change in outlook reflects the progress made by Invensys over
the past 12 months in moving towards an investment-grade credit
profile -- as evidenced by its solid operational performance in
2008/09 under challenging market conditions, and the maintenance
of a capital structure that is effectively free of financial debt.

In 2008/09 Invensys' operating margin fell to 10.7% from 12%, and
revenue of GBP 2.28 billion was 4% lower at constant exchange
rates.  However, orders rose by 21% at CER to about
GBP2.8 billion, and the order book rose materially to
GBP2.08 billion at 31 March 2009.  The company's three divisions
are now Invensys Rail, Operations Management and Controls -- with
the three industrial automation businesses having been combined
into a single division (Operations Management).

Invensys' credit profile is further underpinned by its net cash
position and hence solid financial metrics, which improved further
in the year.  Moody's adjusted gross debt/Ebitda fell to 1.3x and
FCF/gross adjusted debt rose to 78%.  The company's liquidity
profile has remained robust, with a combination of high cash
balance, free cash flow generation, and the GBP400 million bank
revolver due 2013 (partially utilized, only for guarantees).

Moody's anticipates that Invensys will generate materially less
cash flow in 2009/10 than in 2008/09, in part due to some
extraordinary cash receipts in 2008/09, plus the resumption from
2009/10 of a dividend programme.  In Moody's view, the rail
business should continue to benefit from its solid order book and
pipeline of projects, although contract awards may be somewhat
lumpy.  Although the controls business was negatively impacted by
the global downturn at a relatively early stage, further
deterioration in 2009/10 is possible.  However, the principal
downside risk over the near-term may lie in the Operations
Management division.  This is a relatively late-cycle business,
with a substantial part being dependent on capital expenditure
from the oil and gas and chemical sectors.  Nevertheless, Invensys
has considerable flexibility to weather further business
deterioration due to its debt-free capital structure.

The positive outlook reflects the fact that Invensys has
strengthened its position within the rating category, combined
with Moody's understanding that the company intends to maintain a
conservative capital structure.  The ratings could improve if
Invensys: (i) improves its operating margin so that a level of 13%
can be achieved over time, while maintaining a stable level of
orders and revenue; and (ii) sustains FCF/gross adjusted debt of
about 15%, and FFO/gross adjusted debt solidly in the mid-30s%
range, also incorporating the impact of any possible M&A activity
or addition of debt.

The last credit rating announcement for Invensys plc was on
June 16, 2008, when the corporate family rating was upgraded to
Ba1 from Ba3.

Invensys is a UK-listed technology company providing products and
solutions for process control in a broad range of industries.  Its
revenue for the year ending March 2009 was about GBP 2.28 billion.


KIRK SPV: Moody's Assigns (P)'Ca' Rating on EUR600MM Class B6 CDS
-----------------------------------------------------------------
Moody's Investors Service has assigned these provisional ratings
to six unfunded credit default swaps entered into by Kirk SPV
Limited, a bankruptcy-remote vehicle incorporated in Jersey, on
June 30, 2009:

  -- (P)Aaa to the EUR660,000,000 Class B1 credit default swap

  -- (P)A1 to the EUR540,000,000 Class B2 credit default swap,

  -- (P)Ba1 to the EUR150,000,000 Class B3 credit default swap,

  -- (P)B1 to the EUR210,000,000 Class B4 credit default swap,

  -- (P)Caa1 to the EUR210,000,000 Class B5 credit default swap,
      and

  -- (P)Ca to the EUR600,000,000 Class B6 credit default swap.

These credit default swaps reference a EUR3 billion managed
portfolio of corporate and structured finance reference
obligations.  Approximately 83% of the portfolio exposure is to
corporate reference entities, 53% representing direct exposure and
30% being exposure to 10 mezzanine tranches of bespoke corporate
CDO's (inner CDO's).  The remaining 17% of the portfolio is
comprised of structured finance reference obligations.

The direct corporate exposures have these characteristics
(expressed as percentage of total direct corporate exposure): the
major sectors are Finance, Insurance and Real Estate (38%) and
Banking (8%); the underlying exposure is concentrated in North
America (55%); Europe (20%) and Asia (15%); the rating composition
is 2% Aa-rated, 11% A-rated, 39% Baa-rated, 27% Ba-rated, 14% B-
rated and 6.3% Caa-rated.

All the inner CDO's constitute the 6.5% to 12.5% tranche exposed
to 10 different corporate portfolios.  Each inner CDO therefore
constitutes 3% of the total portfolio exposure.  All the inner CDO
portfolio's are well diversified both geographically and industry
wise.  The WARF's of the inner CDO portfolios range from 970 to
1335.

The attachment and detachment points of the credit default swaps
are:

  -- Class B1: attach 78% -- detach 100%
  -- Class B2: attach 60% -- detach 78%
  -- Class B3 attach 55% -- detach 60%
  -- Class B4 attach 48% -- detach 55%
  -- Class B5 attach 41% -- detach 48%
  -- Class B6 attach 21% -- detach 41%

The ratings measure the risk on an expected loss basis that the
credit protection provider will be required to make payments in
respect of credit events under the terms of the transaction.  The
ratings also address any premiums due but not paid by the
protection buyer, up until an early termination date, if any.  The
ratings do not address potential losses resulting from an early
termination of the transaction, nor any market risk associated
with the transaction.

The main drivers of Moody's analysis for this transaction are:

1. The credit quality of the assets in the portfolio.  The average
   modelled default probability of the direct corporate portfolio
   is 15.81%.  The average modelled default probability of the
   indirect portfolios is 12.16%

2. The average assumed Moody's recovery rate for the direct
   portfolio of 29.3%.  The average assumed Moody's recovery rate
   for the indirect portfolios of 37.6%.

3. The asset correlation structure of the portfolio (weighted
   average asset correlation of 11% for the direct corporate
   portfolio).

4. The initial subordination of each credit default swap.

5. The alignment of interests between the noteholders and the
   portfolio manager, and the management rules (including the
   Moody's Metrics constraint) to be followed by the portfolio
   manager.

Moodys did not give any credit to the 17% structured finance
reference obligations and considered them 100% defaulted with 100%
severity for the purposes of analysing the loss distribution of
the portfolio.

Additionally, Moody's looked at the impact of market implied
ratings on the rated tranche.  The analysis revealed that a
substantial portion of the names included in the corporate
portfolios had a negative gap (i.e. the Market Implied Rating was
lower than the Moody's rating).  In particular, thirty names in
the direct corporate portfolio had gaps ranging from -5 to -13
notches.  Moody's considered this to be reflective of a bias
towards reference entities that posed a higher credit risk
relative to their rating category, as a consequence, while the
Market Implied Ratings are not the primary drivers of the rating
methodology or model, the committee considered the potential
impact of this bias in assigning the final ratings on the B5; B4;
B3 & B2 credit default swaps at a level 2 notches below the model-
indicated rating.


LEHMAN BROTHERS: U.S. Court OKs Cross-Border Insolvency Protocol
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the protocol negotiated by the Debtors with the
administrators of the insolvency or reorganization proceedings of
their foreign affiliates to coordinate each of their insolvency
cases.

The protocol seeks to promote international cooperation and
coordination in the insolvency cases; communication among the
official representatives and tribunals overseeing the cases; the
sharing of information and data among the representatives; and
the identification and preservation of Lehman's worldwide assets,
among others.

The signatories to the protocol include LBHI; Rutger
Schimmelpenninck as bankruptcy trustee for Lehman Brothers
Treasury Co. B.V.; James Giddens as Lehman Brothers Inc.'s
trustee; and administrators and liquidators of LBHI's foreign
units.

Mr. Giddens, who signed on the protocol on June 15, 2009, and the
administrators of Lehman Brothers International (Europe) earned
the ire of the Official Committee of Unsecured Creditors and the
Ad Hoc Group of Lehman Brothers Creditors for their alleged
refusal to become signatories to the protocol.  The Creditors'
Committee and the ad hoc group called on the trustee and LBIE's
administrators to agree to the protocol asserting that their
involvement is important to the protocol's success and that their
participation would benefit LBI and LBIE.

In response to the groups' accusation, Mr. Giddens argued that
neither the Creditors' Committee nor the ad hoc group attempted
to contact him about his stance on the protocol before issuing
their allegations.  He said he fully recognizes the importance of
fostering cooperation through the protocol and that he has in no
way declined to participate.

The Creditors' Committee and the Ad Hoc Group are both supportive
of the implementation of the protocol.  The Creditors Committee's
support, however, is conditioned on the continued involvement of
the panel and its professionals in future dealings under the
protocol.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
US$639 billion in assets and US$613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for
US$225 million.  Nomura paid only US$2 dollars for Lehman's
investment banking and equities businesses in Europe, but agreed
to retain most of Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


LEHMAN BROTHERS: Gets Nod to Probe Barclays Over LBI Sale
---------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York authorized Lehman Brothers Holdings Inc. and
its affiliated debtors to investigate Barclays Capital Inc.
regarding the U.K. bank's acquisition of the Debtors' North
American broker-dealer business on September 15, 2009.

Judge Peck directed Barclays to produce documents and designate a
witness to appear for deposition in connection with the Debtors'
investigation.  He authorized the Debtors to issue a subpoena,
when necessary, to accomplish the investigation.

As part of the investigation, Judge Peck required the Debtors to
hold talks with the Official Committee of Unsecured Creditors,
Anton R. Valukas as the Chapter 11 Examiner, and James W. Giddens
as the trustee for the liquidation of Lehman Brothers, Inc., to
develop a protocol for the coordination of the investigation.

Existing confidentiality agreements will be modified to, and any
confidentiality agreement between the Debtor and Barclays will,
allow for the coordinated discovery, including a provision that
will allow for the sharing between the Debtors, the Examiner, the
Creditors' Committee, and the LBI Trustee of information received
from Barclays.

The Debtors, in court papers filed prior to the entry of the
order, maintained that they have good cause to commence the
investigation on Barclays.  The investigation, the Debtors
asserted, could explain why, shortly after closing the sale
transaction, Barclays declared an approximately US$4.2 billion
gain
on its acquisition of Lehman's assets, which Barclays said,
resulted from "the excess of the fair market value of net assets
acquired over the consideration paid" in the transaction.

The Debtors refuted Barclay's assertion that it should not be
investigated about the compensation made to their former
employees as it was not obliged to assume an obligation to pay
US$2 billion to those employees for their bonuses.  The Debtors'
counsel, Robert Gaffey, Esq., at Jones Day, in New York, asserted
that Barclays' assumed liability for compensation was an integral
component of the consideration the U.K. bank was required to pay,
and was a contractual obligation pursuant to the companies' asset
purchase agreement.

"The fact that Barclays has apparently paid much less than
US$2 billion in compensation suggests that the number was not
based on a valid calculation and could have been overstated simply
to
justify a gratuitous transfer of property to Barclays,"
Mr. Gaffey pointed out.  "LBHI needs discovery to determine
whether the US$2 billion assumed liability for compensation was a
properly calculated number, with a basis, or just an invented
number, or something in-between," he said, adding that even if the
US$2 billion began as an estimate, LBHI should be entitled to
investigation to test whether it was arrived at in good faith and
was reasonable.

Barclays, further responding to the Debtors' assertion, urged the
Court to junk the proposed investigation arguing that the
investigation is an attempt by the Debtors to explore potential
claims that lack merit.  Barclays contended that LBHI has no
right to reexamine and renegotiate a transaction, which LBHI
itself negotiated and presented to the Court for approval.

The Debtors' request for the investigation drew support from the
LBI Trustee, The Bank of New York Mellon Trust Company N.A.,
Westernbank Puerto Rico, and the Ad Hoc Group of Lehman Brothers
Creditors.

The LBI Trustee said the pieces of information that LBHI wants to
obtain are important to his own investigation.  Mr. Giddens has
been conducting an investigation into what caused the liquidation
of LBI under the Securities Investor Protection Act.  Some of
LBI's former and incumbent officers and directors had already
been issued a subpoena to cooperate with the investigation.

BNY Mellon said it wants the investigation to proceed to find out
if some assets of Lehman Brothers Commodity Services had been
acquired by Barclays under the deal.  BNY Mellon, which serves as
trustee for holders of public municipal bonds, asserts claims of
more than US$700 million against LBCS and LBHI to repay the bonds.
About US$682 million of the proceeds from the bonds were
reportedly transferred to LBCS.

Westernbank is concerned with the recovery of its claims against
LBI under their repurchase agreements, which gave the bank the
right to acquire securities from LBI.  The securities were
reportedly among the "billions of dollars worth of collateral"
transferred by LBI to Barclays.

The Ad Hoc Group of Lehman Brothers Creditors asserts that a
formal investigation is warranted given the size of the
transaction and the unsuccessful efforts to resolve disputes
without court intervention.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
US$639 billion in assets and US$613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on
September 16 (Case No. 08-13600).  Several other affiliates
followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for USUS$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on September 22 reached an
agreement to purchased Lehman Brothers Holdings, Inc.'s operations
in Europe and the Middle East less than 24 hours after it reached
a deal to buy Lehman's operations in the Asia Pacific for USUS$225
million.  Nomura paid only US$2 dollars for Lehman's investment
banking and equities businesses in Europe, but agreed to retain
most of Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on September 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
The two units of Lehman Brothers Holdings, Inc., which has filed
for bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion (US$33 billion) in liabilities in
its petition.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


NATIONAL EXRESS: UK Gov't to Nationalize East Coast Franchise
-------------------------------------------------------------
Steve Rothwell and Thomas Penny at Bloomberg News report that U.K.
Transport Secretary Andrew Adonis said National Express Group
plc's contract to run the East Coast rail service between London
and Scotland will be taken into public ownership and may be
subject of re-bidding in a year to 18 months.

As reported in the Troubled Company Reporter-Europe on July 2,
2009, The Times said the recession -- and the cutback on Britons'
travel -- has left the company struggling to make money from the
route.

Bloomberg News discloses the minister said Elaine Holt, formerly
managing direct of FirstGroup's First Capital Connect unit, which
operates commuter trains across central London, has been selected
to run the East Coast franchise, which the National Express won in
August 2007, once it's brought under state ownership.

According to Bloomberg News, National Express is also at risk of
losing its East Anglia franchise, which operates between London’s
Liverpool Street station and Norwich, eastern England, and C2C,
which runs commuter trains to London Fenchurch Street from Essex.
"The government believes it may have grounds to terminate those
franchises," Bloomberg News quoted Mr. Adonis as saying.

                           Takeover

On June 30, 200, the TCR-Europe, citing the FT, reported National
Express rejected an unsolicited takeover bid from its larger rival
FirstGroup.  The FT disclosed news of the board's decision comes a
week after the company agreed a deal with bankers to ease
restrictions on its GBP1.2 billion debt.  According to the FT,
analysts said the approach from FirstGroup suggested an agreement
with the Dft was imminent.

National Express Group PLC -- http://www.nationalexpressgroup.com/
-- is the holding company of the National Express Group of
companies.  Its subsidiary companies provide mass passenger
transport services in the United Kingdom and overseas.  The
Company's segments comprise: UK Bus; UK Coach; UK Trains; North
American Bus; European Coach and Bus, and Central functions.  Its
subsidiaries include Tayside Public Transport Co Limited, Durham
School Services LP, Stock Transportation Limited, Dabliu
Consulting SLU, Tury Express SA, General Tecnica Industrial SLU
and Continental Auto SLU.  In June 2009, the Company announced the
completion of the sale of Travel London, its London bus business,
to NedRailways Limited, a subsidiary of NS Dutch Railways.


NORTHERN ROCK: To Report Losses in Excess of GBP500 Million
-----------------------------------------------------------
Philip Aldrick at Telegraph.co.uk reports that Northern Rock plc
is expected to report losses for the half in excess of GBP500
million, putting it in breach of regulatory rules.

Telegraph.co.uk relates the nationalized lender said Tuesday that
its capital base, the key measure of financial strength, “has now
reduced to a level below its minimum regulatory requirement”.
According to Telegraph.co.uk, the breach occurred despite a
special waiver from the Financial Services Authority that allowed
the bank to flatter its reserves levels.

Telegraph.co.uk discloses last year, Northern Rock made a
GBP1.36 billion loss after GBP1.15 billion of bad debts.

                      Capital Restructuring

Northern Rock, Telegraph.co.uk says, is planning a capital
restructuring that requires European state aid clearance.
Telegraph.co.uk states the bank plans to convert GBP3 billion of
the taxpayer's GBP14 billion loan into equity to recapitalize as
part of a restructuring which will see bad loans put into a "bad
bank" and the GBP20 billion of deposits, 76 branches and about
GBP10 billion of good lending plus GBP10 billion of other assets
put into a "good bank".

                            Split Plan

In June 26 report BBC News diclosed Northern Rock confirmed it is
be split in two later this year.  BBC News said the bank's plan
will see a new "Bankco" holding its savers money and carrying out
new lending, and holding some of its existing mortgages.  The
"Assetco" will hold the rest of the mortgages and will be
responsible for repaying the outstanding GBP8.9 billion of the
government's loan to the bank, according to BBC News.


                       About Northern Rock

Headquartered in Newcastle upon Tyne, England, Northern Rock plc
-- http://www.northernrock.co.uk/-- deals with mortgages, savings
accounts, loans and insurance.  The company also promotes secured
loans to its existing mortgage customers.  The company had more
than US$200 billion in assets at the end of June 2007.

                          *     *     *

As reported in the Troubled Company Reporter on April 2, 2009,
Moody's Investors Service downgraded to E from E+ Northern Rock's
Bank Financial Strength Rating.  The E BFSR maps into a Baseline
Credit Assessment of Caa1.  The bank's dated and undated hybrid
subordinated debts were also downgraded to Ca from B1 and B3,
respectively.  The outlook on the subordinated instruments is
negative.  The senior long term and short term ratings of A2/P-1
were affirmed with a developing outlook.


PEARL GROUP: Noteholders Show Concern Over Liberty Transaction
--------------------------------------------------------------
The ad hoc group of holders of the GBP500,000,000 6.5864 per cent.
Fixed/Floating Rate Perpetual Reset Capital Securities (ISIN
Number: XS0235245205) issued by Pearl Group Holdings (No. 1)
Limited ("Pearl Group) consists of many of the largest
institutional investors in Pearl Group's industry in the United
Kingdom.  The Noteholder Group has reviewed the announcement and
related shareholder presentation, published this week, on the
proposed acquisition of Pearl Group by Liberty Acquisition
Holdings (International) Company ("Liberty").  The Noteholder
Group is concerned that these materials do not specify how the
Notes are to be treated, despite a stated plan to re-list Pearl
Group and to pay dividends to shareholders, even though the most
recent coupon on the Notes remains unpaid.  The Noteholder Group
has inquired of Pearl Group how the Notes are to be treated in
connection with the proposed Liberty transaction, but there has
been no response so far.

This concern arises in the context of the Noteholder Group's
ongoing fundamental concerns about Pearl Group that result from
the recent transactions outlined below.  In light of its concerns,
the Noteholder Group members consider that they would be unable to
support or invest in any re-listing that Pearl Group may launch.

       Summary of the Noteholder Group's Concerns
                 with Recent Transactions

The Noteholder Group has ongoing fundamental concerns about Pearl
Group's recent material transactions, the compliance of such
transactions with creditors' rights and applicable law, and the
availability of the information necessary to permit full and fair
evaluation.  These concerns include the following:

Original Noteholder Protections.  When issued in 2005, the Notes
benefited from an Alternative Coupon Satisfaction Mechanism that
provided a reliable source of funds should Pearl Group not
otherwise be able to pay the coupons on the Notes:  that reliable
source was the issuance of listed common shares in Pearl Group.
The ACSM was given teeth because, for so long as any coupon on the
Notes remained unpaid, Pearl Group was unable to pay any dividend
to its shareholders.

Changes to Noteholders' Coupon Payment Protection.  During 2008,
Pearl Group was acquired by private owners, and Pearl Group then
amended its ACSM.  The new ACSM no longer offered the ready
funding source of issuance of listed common shares.  Instead,
under the amended ACSM, Pearl Group is to issue further tier 1
securities that rank junior to the Notes.  The Noteholder Group is
concerned that such subordinated securities are likely to be
significantly less attractive to potential purchasers, thereby
damaging former protections for the Notes.  Nevertheless, Pearl
Group maintains that the ACSM change was in compliance with the
terms and conditions of the Notes.  Those terms and conditions
required that Pearl Group obtain an expert's opinion confirming
that the economic effects for Note holders would be substantially
preserved.  The Noteholder Group understands that Pearl Group
obtained such an opinion from Lehman Brothers International
Europe, but the Noteholder Group still does not know what that
opinion says, despite repeated requests to review it.

Transfer of All Pearl Group's Assets to its Shareholder.
Exacerbating the Noteholder Group's concerns about the change to
the ACSM is the later transfer of 100% of Pearl's assets to its
100% shareholder, Impala, in exchange for an intercompany loan.
As a result of this transfer, the effects of the Dividend Stopper
that formerly gave teeth to the ACSM, have now disappeared --  all
the cash flow that was formerly available to Pearl Group from its
subsidiaries (including to make coupon payments on the Notes) may
now be dividended directly to Impala, circumventing Pearl Group
altogether.  Further, there have been reports about possible
payments to Impala's other creditors, although the Noteholder
Group is so far unaware of what steps Pearl Group is taking to
protect its rights as a creditor of Impala.

Lack of Information To Evaluate These Developments.  In the
absence of any clarifying information, these facts are alarming to
the Noteholder Group.  In order to evaluate the developments
responsibly, the Noteholder Group has requested a collection of
documents that would inform their legal and commercial analysis.
These requested documents include the Lehman opinion, the
documents that govern Impala's obligations to Pearl Group arising
from the transfer of assets to Impala, and documents that describe
the basis on which such assets were valued.  Pearl Group has so
far not produced any of these documents for the Noteholder Group's
review, and this lack of information is also of material concern
to the Noteholder Group.

Interested holders of the Notes are encouraged to contact the
Noteholder Group through counsel.  Counsel contact details are as
follows:

               Bingham McCutchen (London) LLP
               41 Lothbury
               London EC2R 7HF

               Attn:   Timothy B. DeSieno
                       +1 212 705 7426
                       tim.desieno@bingham.com

                       Paul Durban
                       +44 20 7661 5419
                       paul.durban@bingham.com

Pearl Group Ltd. -- http://www.pearlgrouplimited.co.uk/-- is a
manager of closed life funds owned by Hugh Osmond's Sun Capital
Partners Ltd. and TDR Capital LLP.  Its companies include Pearl,
London life, NPI, Phoenix, Scottish Mutual International, Ignis
Asset Management and Axial.


ROYAL BANK: CEO Won't Cash In Incentive Shares Within 2 Years
-------------------------------------------------------------
Patrick Hosking at The Times reports that Stephen Hester, chief
executive of Royal Bank of Scotland Group plc, has agreed to defer
by two years cashing in incentive shares that could be worth
GBP3.4 million following concern that his package was too focused
on short-term performance.

The Times discloses free shares under the bank's medium-term bonus
scheme would vest in June 2012, but Mr. Hester has agreed to hold
them for at least a further two years under a deal with
institutional shareholders.  The Times relates some institutions
were concerned that Mr. Hester was being given an incentive to
push the share price up in a way that could prove unsustainable.

On July 2, 2009, the Troubled Company Reporter-Europe, citing
Bloomberg News, reported that EU Competition Commissioner Neelie
Kroes said RBS, rescued last year by the U.K. government, may have
to sell branches or units to win European Union approval for its
restructuring plan.

                        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.

As previously reported in the TCR-Europe, risky investing and
lending by the previous management brought RBS close to collapse
and required a public bail-out.  RBS is now 70% owned by the
government.


TATA MOTORS: JLR Wants Workers' Salary Payments Delayed
-------------------------------------------------------
BBC News reports that workers at Jaguar Land Rover have been asked
to have their salaries delayed to help the firm's cashflow.

BBC News relates the Works Management publication said Jaguar Land
Rover, owned by India's Tata Motors Ltd, wants to push payments
from the usual pay day on the fifteenth of the month, to the end
of the month.   According to BBC News, the manufacturing sector
publication reported that a 15-day extension the carmaker
negotiated with its suppliers clash with salaries, prompting the
change.

BBC News discloses staff who accepted the revised salary date will
get a one-off GBP200 payment.

                       About Tata Motors

India's largest automobile company, Tata Motors Limited --
http://www.tatamotors.com/-- is mainly engaged in the business
of automobile products consisting of all types of commercial and
passenger vehicles, including financing of the vehicles sold by
the company.  The company's operating segments consists of
Automotive and Others.  In addition to its automotive products,
it offers construction equipment, engineering solutions and
software operations.  TML is listed on the Bombay Stock
Exchange, the National Stock Exchange of India and New York
Stock Exchange.  It was ultimately 33.4% owned by the Tata Group
as of December 2007.

Tata Motors has operations in Russia and the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter-Asia Pacific on
March 27, 2009, Standard & Poor's Ratings Services lowered its
corporate credit rating on India-based automaker Tata Motors Ltd.
to 'B+' from 'BB-'.  The rating remains on CreditWatch with
negative implications, where it was placed on Dec. 12, 2008.  At
the same time, S&P lowered its issue rating on the company's
senior unsecured notes to 'B+' from 'BB-' and also kept the rating
on CreditWatch with negative implications.

S&P said the rating action follows material deterioration in Tata
Motors' cash flows and related metrics on a consolidated basis,
derived from an adverse operating environment, which, combined
with significantly high debt levels, will affect its credit
protection measures beyond those consistent with a 'BB' rating
category.

On June 4, 2009, Moody's Investors Service affirmed the B3
corporate family rating of Tata Motors Ltd.  The outlook on the
rating is changed to stable from negative.


YELL GROUP: S&P Downgrades Corporate Credit Ratings to 'B'
----------------------------------------------------------
Standard & Poor's Rating Services said that it lowered to 'B' from
'B+' its long-term corporate credit ratings on U.K.-based
classified directories publisher Yell Group PLC.  The outlook is
negative.

The rating action follows Yell announcement on June 30, 2009, that
it had started talks with its banks in order to refinance its
capital structure and that it planned to consult with shareholders
at a later stage.  Yell expects to announce the outcome of the
discussions with the banks through the autumn of this year.

"The downgrade reflects S&P's concerns about the faster-than-
expected deterioration of Yell's operating performance and
liquidity profile, which is no longer commensurate with a 'B+'
rating," said Standard & Poor's credit analyst Manuela Gabetta.

It also reflects S&P's opinion that the group's debt restructuring
may be challenging and lengthy in light of a continuing
substantial decline in revenues and earnings and the need to:

  -- Ease tightening headroom under financial covenants only one
     year after having already renegotiated them;

  -- Refinance its GBP4.3 billion senior credit facilities, which
     mature between 2011 and 2012; and

  -- Potentially involve shareholders to contribute to the debt
     restructuring, in S&P's opinion.

In addition, the current pressures on Yell's top line and
profitability are likely to constrain the group's ability to meet
the sizable mandatory debt repayments solely through cash flow
generation.  At March 31, 2009, Yell reported gross consolidated
debt of GBP4.3 billion (including about GBP48.9 million of
deferred financing fees).

Although S&P view positively Yell's initiative to ease some of the
terms of its debt indentures, it is S&P's opinion that
negotiations with Yell's banks may prove to be protracted and
complex and could lead to significant delays.  Despite the group's
cash generative profile, albeit declining, S&P believes that the
banks holding Yell's debt may ask for significant concessions from
the group and its shareholders as a condition to extend its
current debt maturities and ease covenant headroom.

The protracted and severe economic downturn is increasingly
affecting Yell's operating performance in its key markets.  In
particular, the group estimates consolidated EBITDA at constant
exchange rates to decline about 20% and 30% year on year,
respectively, in the first and second quarter of financial 2010
(year ending March 31, 2010).  Yell's reported gross debt to
segment EBITDA is therefore expected to increase, at constant
exchange rate, over the next few quarters despite scheduled
mandatory repayments.

As a result, Yell has forecast that the ongoing pressure on
revenues and earnings will likely to narrow the covenant headroom
under its existing credit facility to about 7.0% at Sept. 30,
2009, a level no longer commensurate with a 'B+' rating.  This
compares with about 15.0% posted at March 31, 2009.

The negative outlook reflects S&P's concerns about the continued
deterioration of the group's operating performance and liquidity
profile.  It also reflects the material uncertainties regarding
the depth of what S&P believes may prove a complex and challenging
debt restructuring and the material risks pertaining to its timely
execution.  S&P will closely monitor the evolution of the
negotiations between Yell, the banks, and its main shareholders.

To maintain the ratings, the group would have to stop the
deterioration of its liquidity profile, especially covenant
headroom, and/or make significant headway in its debt
restructuring plans.  Failure to make substantial progress on this
front by Sept. 30, 2009, would likely result in a downgrade of at
least one notch.

S&P sees no upward potential at this point, given the expected
deterioration of the group's operating performance and liquidity
profile as well as the material uncertainties regarding the debt
restructuring plan.


* Fitch Says Impact of Ofcom's UK Pay TV Consultation Moderate
--------------------------------------------------------------
Fitch Ratings says that it believes the recommendations made in
Ofcom's Pay-TV 'phase three' consultation document published on 26
June will only have a moderate short term impact on the UK pay-TV
sector.  While in time the proposals have the potential to open up
Pay-TV to more aggressive competition, the breadth of the selling
propositions of British Sky Broadcasting (Sky, rated 'BBB'/Stable)
and Virgin Media ('BB-'/Stable) mean that changes to one part of
their offerings are unlikely to be transformational for the
sector.

"The implications of the recommendations contained in the current
Ofcom Pay-TV consultation are likely to be muted in the short
run," said Alex Griffiths, Senior Director in Fitch's TMT group in
London.  "In the first instance the transfer of value which retail
minus pricing implies could benefit Virgin Media at Sky's expense,
though the absolute amount involved is not significant in the
scale of the two companies' EBITDA.  Sky's immediate shortfall
could be addressed over time by the expected additional demand
that this should generate.  While it is likely that the proposals
will encourage wider takeup and more innovative pricing by
competitors, in recent years Sky has broadened its competitive
proposition and brand beyond just premium content - a position
which is unlikely to reverse quickly."

Ofcom's consultation, which closes in September, remains open to
public comment.  The key proposal is for Sky to be forced to
wholesale certain of its premium content to competitors at
regulated prices based on a 'retail-minus' formula.  While it is
possible that the contents of the report could be watered down, in
Fitch's view the tone of the report suggests that major changes to
the recommendations are unlikely.  Sky has indicated that it is
likely to appeal any final ruling if this is the case, which could
delay final implementation for a considerable time.

If the proposals are passed, in the short term the amount of
revenue (or for Virgin Media, cost) in question is limited.  In
the year to June 30, 2008 Sky disclosed total revenue from
wholesale subscriptions -- not all of which would be regulated
under Ofcom's proposals -- of GBP181 million.  Assuming a 20%
haircut to all of this income (approximating the difference
between wholesale and current retail prices being proposed) would
lead to, at a maximum, a GBP36.2 million reduction in EBITDA,
compared with a LTM EBITDA to Q309 for Sky of GBP1,070 million.
All other things being equal, it would lead to a direct
improvement of the same amount in Virgin Media's EBITDA, which was
GBP1,302.4 billion in the year to December 31, 2008.

In the medium term, retail minus pricing could offer a standalone
competitor the ability to undercut Sky or bundle Sky's content
with its own, while limiting Sky's ability to respond.  While the
only competitor of scale is, at the moment, Virgin Media, which
Fitch considers unlikely to compete irrationally with Sky on
content, the potential for an emerging competitor to significantly
undercut Sky as part of a loss-leading proposition remains -- and
with video services increasingly being used as a means of selling
broadband there is the risk that the rationale for this for a
player such as BT may become compelling.

Sky has made a concerted effort in the last few years to broaden
the appeal of its platform beyond premium sport and movies, and
given the competitiveness and perceived quality of Sky's service
bundles, which now include Personal Video Recorders, a wide
selection of HD channels, broadband and telephony, this is likely
to give Sky some cushion against potential competitors.

The rulings are likely to present a real opportunity for Virgin
Media over the medium term, allowing it to make money from
retailing Sky's premium content -- which it currently sells at a
loss so does not actively promote.  This could be positive for
both parties.  The potential change in regulation may also level
the competitive playing field -- at present the Sky premium
offering on Virgin Media's service is not in HD and does not allow
access to interactive 'red button' content.  Levelling the playing
field could allow Virgin Media to benefit from the real
technological advantage its modern network currently gives it in
terms of broadband and on-demand content.

The ruling will also be of benefit to other parties, potentially
BT, or others, who have so far failed to negotiate acceptable
carriage terms with Sky.  This will allow them access to Sky's
premium content at a guaranteed price.

Other key recommendations were for further consideration into how
the Football Association Premier League auctions football rights
(the current agreement between the FAPL and the EU, which prevents
Sky from winning all the FAPL rights, expires in 2011) and the
arrangements for auctioning the video-on-demand rights which are
currently bundled with Sky's premium movie rights.  Fitch will
continue to monitor developments in these areas.


* S&P Withdraws Ratings on Nine European Synthetic CDO Tranches
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its credit ratings on
nine European synthetic collateralized debt obligation tranches.


Specifically, S&P:

  -- Withdrew its ratings on eight tranches; and

  -- Removed from CreditWatch negative and withdrew its rating on
     one tranche.

The withdrawals follow the early termination of the notes in these
transactions.

                           Ratings List

                        Ratings Withdrawn

                   Omega Capital Investments PLC
   NOK200 Million and EUR16 Million Secured Floating-Rate Notes
                       Series 28 Broadway

                                       Rating
                                       ------
          Class               To                   From
          -----               --                   ----
          A1-7E               NR                   B-
          B1-7E               NR                   CCC+
          C1-7E               NR                   CCC

                           ARLO VI Ltd.
  EUR50 Million Variable Secured Limited-Recourse Credit-Linked
            Notes Series 2006 (Euler-CDO, Class A-7E)

                                       Rating
                                       ------
          Class               To                   From
          -----               --                   ----
          A-7E                NR                   CCC-

                             Xelo PLC
     US$5 Million Class A3D Secured Limited-Recourse Managed
    Credit-Linked Variable-Rate Notes Series 2007 (Volante CDO)

                                       Rating
                                       ------
          Class               To                   From
          -----               --                   ----
          A3D                 NR                   BB-

                             Xelo PLC
     US$5 Million Class B1D Secured Limited-Recourse Managed
    Credit-Linked Variable-Rate Notes Series 2007 (Volante CDO)

                                       Rating
                                       ------
          Class               To                   From
          -----               --                   ----
          B1D                 NR                   B+

                             Xelo PLC
     US$3 Million Class B4D Secured Limited-Recourse Managed
    Credit-Linked Variable Rate Notes Series 2007 (Volante CDO)

                                       Rating
                                       ------
          Class               To                   From
          -----               --                   ----
          B4D                 NR                   CCC+

                             Xelo PLC
       US$5 Million Class A5D Secured Limited-Recourse Managed
    Credit-Linked Variable Rate Notes Series 2007 (Volante CDO)

                                       Rating
                                       ------
          Class               To                   From
          -----               --                   ----
          A5D                 NR                   B+

      Rating Removed From Creditwatch Negative and Withdrawn

                            Xelo PLC
    EUR50 Million Secured Limited-Recourse Credit-Linked Notes
                     (STONEHURST) Series 2003

                                   Rating
                                   ------
       Class               To                   From
       -----               --                   ----
       A                   AA                   AA/Watch Neg
                           NR                   AA

                          NR — Not rated.


* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors,
              Volumes I and II
------------------------------------------------------------------
Author: James Avery-Webb
Publisher: Beard Books
Softcover: 788 pages for both volumes
Price: US$34.95 each volume; US$49.95 set
Review by Henry Berry

Voluntary Assignments for the Benefit of Creditors is a 1999
update of the classic nineteenth-century work on the important
financial and business instrument known as "voluntary
assignments."  The author of the original edition was Alexander M.
Burrill, a noted legal scholar who also wrote a law dictionary and
several other texts.  Voluntary Assignments for the Benefit of
Creditors is now in its sixth edition, with Avery-Webb authoring
the update.

As defined by the authors, voluntary assignments for the benefit
of creditors are "transfers, without compulsion of law, by
debtors, of some or all of their property to an assignee or
assignees, in trust to apply the same, or the proceeds thereof, to
the payment of some or all of their debts, and to return the
surplus, if any, to the owner."  Voluntary assignments offer
businesspersons from small business owners to corporate executives
great flexibility in raising capital.  Considering the many ways
that businesses can enter into voluntary assignments, the
different ways of valuing properties "assigned," and the changing
value of these properties over time, the law governing voluntary
assignment is complex.

The authors tackle the subject of voluntary assignments in all its
breadth and depth.

During the 1800s, when Burrill's work first came out, there were
innumerable cases dealing with voluntary assignments.  The case
law of the 1800s remains authoritative, informative, and
instructive today.

To render it comprehensible, the authors break down the subject
matter into its many facets, thereby allowing lawyers and others
to quickly reference areas of interest.  These cases are listed
alphabetically, and comprise more than fifty pages in a front
section titled "Table of Cases."  Cases are also referred to in
the text proper and in copious footnotes.

The format of the text, including the footnotes, is the standard
followed by many legal texts and handbooks, notably the multi-
volume American Jurisprudence.  The sections are numbered
consecutively in forty-five chapters.  There are 458 sections in
all.  The sections are relatively short, even though the subject
of voluntary assignments is complex and there is bountiful case
law.

Readers can peruse general topics such as execution of the
assignment, construction of assignments, sale of the assigned
property, and the rights, duties, and powers of the assignee.
More specific, detailed topics can be accessed using the index.
There are two appendices.  The first contains synopses of the
statutes of every state and territory on voluntary assignments.
The second appendix contains nearly thirty standard forms that can
be used for various aspects of assignments.

Although voluminous and rigorous in its commentary and legal
citations, the two-volume Voluntary Assignments for the Benefit of
Creditors is neither dense nor ungainly.

Like a good lawyer breaking down a case so it can be comprehended
by a jury of average persons, so does Burrill and Avery-Webb deal
with the topic of voluntary assignments.

Born in 1868 in Tennessee, James Avery-Webb (d. 1953) had a career
as a prominent attorney in New York City.

                            *********

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

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

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

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

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

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