TCREUR_Public/091204.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, December 4, 2009, Vol. 10, No. 240

                            Headlines

A U S T R I A

KOMMUNALKREDIT AUSTRIA: Moody's Assigns 'E+' Bank Strength Rating


B E L G I U M

ESMEE MASTER: Moody's Assigns 'Ba2' Rating on Class D Notes


B U L G A R I A

FIRST INVESTMENT: Moody's Withdraws 'D-' Bank Strength Rating


F R A N C E

PEUGEOT CITROEN: Confirms Talks to Expand Mitsubishi Tie-up


G E R M A N Y

GENERAL MOTORS: German Minister Says Opel Plan Leaves Issues Open
HEIDELBERGCEMENT AG: Moody's Raises Corp. Family Rating to 'Ba1'
IKB DEUTSCHE: Says Not to Blame for Calyon Losses Over 2007 Deal
TUI AG: TUI Travel Narrows Loss to GBP25 Mln on Flight Cuts


G R E E C E

ARIES MARITIME: To Change Name; Shareholders' Meeting Today


I R E L A N D

AER LINGUS: Talks with Trade Unions Fail, Mulls Redundancies
ALLIED IRISH: Moody's Junks Ratings on Tier 1 Instruments
ALLIED IRISH: Fitch Cuts Ratings on Tier 1 and 2 Securities
ANGLO IRISH: Management Changes to Be Implemented, Lenihan Says
EBS BUILDING: Fitch Puts 'E' Individual Rating on Positive Watch

SOUTH COUNTY: Ferris Associates Appointed as Liquidator


K A Z A K H S T A N

ADAL LLP: Creditors Must File Claims by December 16
ALATAU INTERNATIONAL: Creditors Must File Claims by December 16
ASIA INVEST: Creditors Must File Claims by December 16
ASIA TECH: Creditors Must File Claims by December 16
AUTO DOR: Creditors Must File Claims by December 16

CENTRE GEOLOGO: Creditors Must File Claims by December 16
CONNECT PLUS: Creditors Must File Claims by December 16
GAMMA STROY: Creditors Must File Claims by December 16
KAZTRANSGAS AO: Fitch Affirms 'BB' Issuer Default Ratings
MIKAI EXPORT: Creditors Must File Claims by December 16

MONTAGE GOR: Creditors Must File Claims by December 16


K Y R G Y Z S T A N

ASKED UGOL: Creditors Must File Claims by December 30
EXPERT LLC: Creditors Must File Claims by December 30


N E T H E R L A ND S

DUCHESS V: Moody's Downgrades Rating on Class C Notes to 'Ba1'
JUBILEE CDO: Moody's Confirms 'Caa3' Rating on Class E Notes
LEVERAGED FINANCE: Moody's Cuts Rating on Class IV Notes to 'Caa3'


R U S S I A

ABSOLUT BANK: Fitch Downgrades Issuer Default Rating to 'BB+'
BALTIC CONSTRUCTION: Under External Mngt Bankruptcy Procedure
CHEREPOVETSKIY CONCRETE: Creditors Must File Claims by December 13
DETCHINSKIY DAIRY: R. Obskov Named Temporary Insolvency Manager
KORNILOVSKIY FORESTRY: Creditors Must File Claims by December 13

KRESTETSKIY FORESTRY: S. Viktorov Named Insolvency Manager
LATNENSKIY REFRACTORY: Creditors Must File Claims by December 13
SARATOV DRILLING: Creditors Must File Claims by December 13
SARATOV-ELEKTRO: Creditors Must File Claims by December 13
SIB-STROY: Creditors Must File Claims by December 13

UC RUSAL: Oleg Derispaka Downplays Hong Kong IPO Delay
UVAROVSKIY FORESTRY: Under External Mngt Bankruptcy Procedure

* KIROV REGION: Fitch Affirms 'B' Long-Term Currency Ratings
* NOVGOROD REGION: Fitch Assigns 'BB-' Rating on RUB2.24BB Bonds


S W E D E N

FORD MOTOR: Former Execs' Group Seeks to Trump Geely, Revises Bid
GENERAL MOTORS: Merbanco Out, Spyker In as Saab Suitor


U N I T E D   K I N G D O M

BORDERS UK: Closing Down Sales Start; MCR Seeks Buyer for Assets
CANDOVER INVESTMENTS: To Terminate EUR3 Billion Buy-Out Fund
CHELSEA BUILDING: Agrees to Merge with Yorkshire Building
CHELSEA BUILDING: Moody's Puts 'E+' Bank Strength Rating on Review
CHELSEA BUILDING: Fitch Junks Ratings on Subordinated Notes

DUBAI WORLD: Bank Lenders Form Group, Tap KPMG as Advisors
DUBAI WORLD: Taps Clifford Chance for Advice, Am Law Says
ESCADA UK: Enters Into Administration; Mittal Trust Buys Business
HABITAT UK: Management, Hilco Front-Runners to Buy Business
MG ROVER: PVH Pays Back GBP3 Million to Liquidator

YORKSHIRE BUILDING: Agrees to Merge with Chelsea Building
YORKSHIRE BUILDING: Moody's Affirms 'D+' Financial Strength Rating


X X X X X X X X

* EUROPE: Airlines Oppose Brussels Rescue Fund Plan

* BOOK REVIEW: Vertical Integration, Outsourcing, and Corporate


                         *********



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A U S T R I A
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KOMMUNALKREDIT AUSTRIA: Moody's Assigns 'E+' Bank Strength Rating
-----------------------------------------------------------------
Moody's Investors Service assigned an E+ bank financial strength
rating, Baa1 long-term senior debt and deposit ratings and Baa2
ratings for subordinated liabilities to the newly established
Kommunalkredit Austria AG.  All these ratings carry a stable
outlook.  Moody's also assigned Prime-2 short-term ratings to the
bank.  

At the same time, Moody's downgraded the ratings of KA Finanz AG
(the renamed former Kommunalkredit Austria AG and its legal
successor) to Baa3 and the ratings of KA Finanz AG's subsidiary,
Kommunalkredit International Bank Ltd, to Ba1, and also downgraded
various hybrid instruments of KA Finanz AG, as detailed below.  

The rating actions follow the break up of the former
Kommunalkredit Austria AG ("old Kommunalkredit") on 28 November
2009.  

"Old Kommunalkredit" was nationalized by the Republic of Austria
(now a 99.78% shareholder) after a liquidity squeeze in November
2008.  Mostly due to the valuation losses on its excessive CDS
portfolio -- the group sold protection of a nominal
EUR13.5 billion in relation to total assets of EUR37.5 billion at
the end of 2008 -- Kommunalkredit group reported a consolidated
pre-tax loss of EUR1.5 billion for financial year 2008 and
negative equity of EUR1.2 billion under IFRS.  The bank has now
been broken up into a going concern entity (the "new"
Kommunalkredit Austria AG) and a company to be wound down.  

The performing assets, i.e. the public lending, the municipal
project finance and a part of the securities portfolio, were
transferred to Kommunalkredit Depotbank AG, a 100% subsidiary of
"old Kommunalkredit" that was then renamed Kommunalkredit Austria
AG.  The assets that led the former Kommunalkredit into severe
financial trouble, i.e. the CDS portfolio, the structured
securities portfolio and the largest part of the securities
portfolio, remained on the books of "old Kommunalkredit".  This
entity changed its name to KA Finanz AG on 28 November 2009, but
remains the legal successor to "old Kommunalkredit".  

    E+ BFSR of New Entity Reflects Weak Franchise and Capital  
                       Generation Capacity

The "new" Kommunalkredit's E+ BFSR translates to a Baseline Credit
Assessment of B2 and reflects Moody's assessment of the bank's
weak overall financial profile.  

Moody's notes that, although the bank is no longer being burdened
by its problem portfolios, the newly formed Kommunalkredit still
has the franchise of a public sector lender with its roughly
EUR10 billion low-margin public sector lending book in relation to
total assets of around EUR15 billion.  The public sector loan
portfolio will be wound down only slowly over time and, according
to the bank's strategy, be replaced by higher-margin municipal
project finance business, which, however, will expose the bank to
higher and different sorts of risk.  In this context, Moody's has
concerns about the bank's risk management track record and whether
it will manage to establish an appropriate risk management system
for its new business.  

"We understand that Kommunalkredit has parted with its non-
performing portfolios and is trying to establish a new and
sustainable franchise.  However, building this new franchise and
providing a track record of sustainable profits and sound risk
management will be very challenging and, at best, will take
several years.  In the meantime, the 13% Tier 1 ratio provides
some degree of buffer in the event of losses exceeding the bank's
marginal profits, but Moody's also note the bank's high leverage
and the very low risk weighting of many of its assets.  Moody's
certainly expect the Tier 1 ratio to decline over time as the
company takes on new business that weighs more heavily on the
risk-weighted assets than the current public sector lending book,"
explains Dominique Nutolo, a Moody's Assistant Vice President and
lead analyst for Austrian banks.  

Moody's understands that, despite the break up of "old
Kommunalkredit", the future entities will both be liable for
legacy obligations existing at the time of the break up.  However
according to Austrian law and information provided by the bank,
"new" Kommunalkredit's liabilities against KA Finanz AG's
creditors are limited to the realizable value of the net assets
conveyed to "new" Kommunalkredit in the break up.  This was
estimated at EUR 40 million by Kommunalkredit's management, a
formal appraisal not being required in the course of the break up,
without this appraisal being necessarily authoritative and
enforceable in a court of law, as Moody's understands.  As KA
Finanz AG is primarily short-term funded, Moody's expects this
contingent liability to decrease relatively quickly over time.  

Overall, Moody's believes that the E+ BFSR adequately reflects
Kommunalkredit's profile given its weak franchise of a public
lender with a growing project finance book, at-best marginal
profits and weak track record in risk management.  As a
consequence, Moody's believes that Kommunalkredit may again become
reliant on outside systemic support to continue as a going concern
in the short-to-medium term.  

The break-up of Kommunalkredit is part of a restructuring plan
that was handed to the European Commission in June 2009 for
approval.  The approval process is still ongoing and Moody's will
need to assess whether its outcome will further affect
Kommunalkredit's ratings.  

The stable outlook on the E+ BFSR reflects Moody's view that, in
the short-to-medium term, there is unlikely to be significant
upward or downward pressure on the rating.  Any upgrade would most
likely depend on the group providing a track record of sustainable
profits and sound risk management over several quarters; the
through-a-cycle sustainability of the group's business model is
likely to take several years to be demonstrated.  A downgrade
could be triggered if losses exceed those expected under Moody's
baseline stress scenario, exerting pressure on the bank's capital
ratios and undermining its strategy and longer-term viability.  

Senior Debt Ratings Receive Large Uplift From BCA Due to Very High  
                 Probability of Systemic Support

Kommunalkredit's Baa1 long-term debt and deposit ratings benefit
from Moody's assessment of a very high probability of systemic
support.  This support has already been demonstrated by the rescue
and takeover of the bank by the Republic of Austria in the course
of the financial crisis and also by the injection of a further
EUR250 million of fresh capital in the course of the break up,
which underpins the multi-notch uplift from the BCA.  

At the Baa1 level, the bank's ratings reflect the nationalization
and the current support from the Aaa-rated Austrian government,
but also its impaired franchise and longer-term uncertainty about
its future as a standalone viable entity, as well as the absence
of unconditional and irrevocable guarantees by the Austrian
government.  However, Moody's also notes the potential for a large
rating migration should the probability of government support
decline and will therefore very closely monitor the state's
commitment towards the entity and its timetable for withdrawing
its extraordinary support.  The latter could lead to a multi-notch
downgrade in the event of the bank's intrinsic credit profile not
being sufficiently strengthened.  

The stable outlook on the senior debt ratings reflects Moody's
view that, in the short term, there is only very limited up or
downside potential for the ratings.  While Moody's acknowledges
that the Republic of Austria will need to sell the bank due to
legal requirements, the rating agency also believes that such a
sale will only be possible in the medium-to-long term, which could
then exert severe adverse pressure on the ratings as the rating
agency would need to reassess the probability of systemic support.  
Positive pressure on the ratings could be exerted by either a
multi-notch upgrade of the BFSR or the Republic of Austria's
explicit guarantee of all outstanding debt.  Moody's believes that
both scenarios are very unlikely at this point in time.  

       Ka Finanz Ag's Long-Term Ratings Downgraded to Baa3;
                       BCA Lowered to Caa3

Moody's lowered KA Finanz AG's BCA to Caa3 from Caa2 (although it
still maps to an E BFSR) and downgraded its long-term debt and
deposit ratings to Baa3 from Baa1, subordinated ratings to Ba1
from Baa2 and short-term ratings to Prime-3 from Prime-1.  The
BFSR carries a stable outlook, while the outlook on the long-term
debt and deposit ratings is negative.  The Aaa rating for debt
guaranteed by the Republic of Austria was affirmed with a stable
outlook.  

The E BFSR reflects Moody's view that KA Finanz AG, as an entity
in the process of being wound down, lacks a franchise and will be
loss making during its wind-down, requiring ongoing support.  

KA Finanz AG holds a nominal CDS portfolio of approximately EUR10
billion, structured credit of approximately EUR2 billion and a
securities portfolio of approximately EUR9.5 billion (i.e.  the
assets that led Kommunalkredit into financial trouble), while its
total assets amount to around EUR17 billion.  The portfolios will
mature over time and the entity will not generate any new
business.  As Moody's expects that the bank will be loss making
going forward, its orderly wind down depends on ongoing systemic
support.  

The stable outlook on the E BFSR reflects Moody's view that, in
the short-to-medium term, there is no upward pressure on the
rating.  

The Baa3 senior long-term debt and deposit ratings benefit from
Moody's assessment of a very high probability of systemic support.  
The Republic of Austria has again demonstrated its willingness to
support by providing an EUR1 billion guarantee for a debtor
warrant for KA Finanz AG.  Moody's believes that the Austrian
government will step in if required to allow for an orderly
winding down of the bank such that its senior debt holders are
protected.  The negative outlook on the Baa3 ratings indicates the
high transition risk in the ratings.  Pressure on the ratings
could be exerted by a reassessment of the probability of systemic
support, for example if the bank's Tier 1 ratio were to decline
from the current 7.3%, as this level is only maintained with
strong systemic support.  

Downgrade of Hybrid Instruments Reflects Increased Risk of Coupon
                Losses And Principal Write Downs

Moody's downgraded these hybrid instruments of KA Finanz AG to C
from Ca:

  -- Participation Capital Notes (balance-sheet loss trigger, non-
     cumulative with principal write-down feature, ISINs:
     XS0252707624, XS0285503248);

  -- Ergänzungskapital (junior subordinated notes, net loss
     trigger, cumulative with principal write-down feature
     ISINs:XS0270579856, XS0284217709);

  -- Kommunalkredit's JPY5 billion Schuldscheindarlehen, due 2034
     (net loss trigger, cumulative with principal write-down
     feature); and

  -- Capital Notes issued by Kommunalkredit Capital I Limited
     (balance-sheet loss trigger, non-cumulative, ISIN:
     DE000A0DHT43).  

Moody's understands that the hybrid capital notes remain on KA
Finanz AG's book after the break up of Kommunalkredit, whereby the
principal of the Participation Capital Notes and the
Ergänzungskapital was reduced to 75.83% of the original claim.  As
compensation, the note holders receive new instruments issued by
Kommunalkredit with a nominal claim of 24.17% and with identical
features to the original instruments.  

As Moody's stated earlier, it regards coupon losses for KA Finanz
AG's hybrids as very likely since the company announced that it
expects a net loss for the 2009 financial year on its standalone
financial statements under local GAAP, which will likely exceed
the reserves and therefore might also result in a balance-sheet
loss.  Hence, the rating agency expects that the balance-sheet
loss trigger and the net loss trigger of the above hybrid
instruments will be breached and as a result coupon payments on
the hybrid securities will not be made for the foreseeable future.  

In addition, all of the hybrid instruments listed above, except
for the Capital Notes, have a principal write-down feature.  
Therefore, Moody's expects severe principal losses going forward
for those instruments.  

As all the hybrid instruments are deeply subordinated, Moody's
believes that their recovery under a wind-down scenario would be
very unlikely.  

The outlook on all the hybrid instruments is stable.  

    Downgrade of KIB's Long-Term Ratings; Lowering of Its BCA

Moody's lowered KIB's BCA to Caa3 from Caa2 (although it still
maps to an E BFSR), and downgraded its long-term ratings to Ba1
from Baa2 and its short-term ratings to Not Prime from Prime-2.  
The BFSR carries a stable outlook, while the outlook on the long-
term debt and deposit ratings is negative.  KIB has remained a
subsidiary of KA Finanz AG since Kommunalkredit's break up.  

KIB's ratings are aligned with the ratings of its parent, KA
Finanz AG, reflecting that the 100% subsidiary is an integral part
of the bank.  Its long-term ratings are one notch lower than those
of its parent due to the lower probability of systemic support
from the Austrian government for a Cyprus-based non-guaranteed
entity.  Like its parent, KIB has stopped initiating new business
and is now in the process of winding down its operations.  Moody's
understands that the bank will be absorbed by its parent over the
course of the next year.  

Moody's previous rating action on Kommunalkredit was published on
13 October 2009 when the rating agency downgraded the bank's BFSR
to E from D, its long-term senior debt and deposit ratings to Baa1
from Aa3 and its short-term ratings to Prime-2 from Prime-1.  

Headquartered in Vienna, Kommunalkredit Austria reported
consolidated assets of EUR33.5 billion at the end of June 2009 and
an after-tax profit of EUR224.6 million in H1 2009.  


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ESMEE MASTER: Moody's Assigns 'Ba2' Rating on Class D Notes
-----------------------------------------------------------
Moody's Investors Service has assigned these definitive ratings to
four classes of asset-backed notes of Series 0-2009-I issued by
the Esmee Master Issuer N.V.-S.A.:

  -- Aaa to Euro 6,040,000,000 Class A Notes Series 0-2009-I due
     October 2045;

  -- A2 to Euro 1,400,000,000 Class B Notes Series 0-2009-I due
     October 2045;

  -- Baa2 to Euro 320,000,000 Class C Notes Series 0-2009-I due
     October 2045; and

  -- Ba2 to Euro 240,000,000 Class D Notes Series 0-2009-I due
     October 2045.  

  -- Class E Notes (Euro 96,000,000), Class F Notes (Euro
     96,000,000) and Class G Notes (Euro 88,000,000) are not rated
     by Moody's.  

This is the first issuance from the newly established Esmee Master
Issuer N.V. - S.A.  Esmee is the first SME loans-backed notes
programme established by Fortis Bank N.V.-S.A. (A1/P-1) in
Belgium.  In recent years, Fortis has set up an equivalent
residential-mortgage backed notes programme in Belgium: Bass
Master Issuer N.V.  -- S.A. Under this programme, Esmee may from
time to time issue Class A, B, C, D and E, F and G notes to fund
purchases of additional receivable pools or to redeem other
outstanding notes, subject to fulfillment of some repayment tests.  
The issuance of new notes is subject to Moody's rating
confirmation.  The proceeds of any Class E, F and G Notes will be
credited to the Reserve Account and will not be available for the
above purposes.  

According to Moody's, the ratings take account of, amongst other
factors, (i) a 3.5% reserve fund, which can be used to cover
potential interest and/or principal shortfalls; (ii) a swap
agreement guaranteeing a weighted-average margin on the notes plus
an excess spread of 0.75%; and (iii) the triggers in place to
mitigate servicer disruption risk.  However, Moody's notes that
the transaction includes several challenging features, namely: (i)
no trigger in place to mitigate the commingling risk due to
defense of non-performance; (ii) almost 2 years of revolving
period; and (iii) exposure to the building and real estate sector.  
These risks were taken into account in the credit enhancement
calculation.  

As of October 2009, the provisional pool of underlying assets
comprised a portfolio of 148,360 loans granted to 84,235
borrowers.  The portfolio has a weighted average seasoning of 2.97
years and a weighted average remaining term of 8.42 years.  Around
80% of the initial provisional portfolio is investment credits,
i.e. loans to Belgian corporates for financing investments with a
term between 2 and 30 years.  Geographically, the pool is well
diversified with Antwerpen (17%), West-Vlaanderen (17%) and Oost-
Vlaanderen (15%), and around 24% of the portfolio is concentrated
in the "Construction, Building and Real Estate" sector according
to Moody's industry classification.  At closing, the servicer will
randomly select the loans from the provisional pool (for
EUR8 billion), after having eliminated receivables that are more
than 30 days in arrears.  

To reflect the granularity of the portfolio and the quality of the
information provided, Moody's has assumed an inverse normal
default distribution with a mean cumulative default rate of 14%
over around 5 years (equivalent to a Ba3/B1 rating) for the
debtors of the initial portfolio of the Esmee's first issuance and
a coefficient of variation of 40%.  An average recovery rate of
70% has been assumed.  

The V Score for this transaction is Medium.  The V-Score has been
assigned accordingly to the report "V-Scores and Parameter
Sensitivities in the EMEA Small-to-Medium Enterprise ABS Sector"
published in February 2009.  V Scores are a relative assessment of
the quality of available credit information and of the degree of
dependence on various assumptions used in determining the rating.  
High variability in key assumptions could expose a rating to more
likelihood of rating changes.  

The ratings address the expected loss posed to investors by the
legal final maturity (October 2045).  In Moody's opinion, the
structure allows for timely payment of interest and ultimate
payment of principal on or before the final legal maturity date.  
Moody's ratings address only the credit risks associated with the
transaction.  Other non-credit risks have not been addressed, but
may have a significant effect on yield to investors.  

Moody's has not assigned provisional ratings to this transaction
prior to assign definitive ratings.  

Moody's will monitor this transaction on an ongoing basis.


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FIRST INVESTMENT: Moody's Withdraws 'D-' Bank Strength Rating
-------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of First
Investment Bank AD for business reasons.  This action was taken
with the consent of both parties and does not reflect a change in
the bank's creditworthiness.  

These ratings were withdrawn:

  -- Bank financial strength rating: D- (negative outlook)

  -- Long- and short-term local and foreign currency deposit
     ratings: Ba2/Not Prime (negative outlook)

Moody's previous rating action on FIB was on 27 November 2009,
when it changed the bank's BFSR to D- from D and downgraded its
long-term local and foreign currency deposit ratings to Ba2 from
Ba1.  All the ratings were placed on negative outlook.  

FIB is based in Sofia (Bulgaria) and had consolidated total assets
of BGN4.031 billion (EUR2.061 billion) at the end of September
2009.  


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F R A N C E
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PEUGEOT CITROEN: Confirms Talks to Expand Mitsubishi Tie-up
-----------------------------------------------------------
PSA Peugeot Citroen on Thursday confirmed it has started
discussions with Mitsubishi Motors Company concerning the
possibility of extending their relationship, which could lead to a
strategic partnership.

PSA Peugeot Citroen said it has developed successful cooperations
with Mitsubishi Motors in three areas in recent years:

    -- product development with the cooperation on 4x4 vehicles
       (Peugeot 4007 & Citroen C-Crosser);

    -- clean technologies with electric vehicles; and

    -- a joint venture in Russia, in Kaluga;

                          *     *     *

The Wall Street Journal's Sebastian Moffett in Paris and Ayai
Tomisawa and Yoshio Takahashi in Tokyo report a Mitsubishi Motors
spokesman said, "A capital tie-up is one among many options."  
That spokesman, however, declined to comment on the value of any
potential deal.

The Journal notes PSA posted an operating loss of EUR826 million
(US$1.24 billion) in the first half of 2009 and expects only to
break even for the full year.

The Journal says PSA is strong in small- and medium-sized vehicles
but weak in other areas.  Its sales are overwhelmingly in Europe,
where the vehicle market isn't expected to return to pre-crisis
levels for several years, the Journal says.

The Journal relates Mitsubishi has a greater range of vehicles,
including minicars, SUVs and an electric car, and is also present
in the U.S. and Asia.  But it produced just 1.3 million vehicles
in 2008, making it hard to pay for the further development of
these models.

According to the Journal, PSA's bigger sales volume -- it produced
3.3 million vehicles last year -- could help finance Mitsubishi's
range of technology and markets. "They complement one another,"
said Ian Fletcher, an analyst at HIS Global Insight, the Journal
reports.

The Journal says the key motivation for PSA could be Mitsubishi's
electric-vehicle technology.  The Journal explains electric cars
have huge future potential, as they do not use oil or emit carbon
dioxide, but the batteries to run them are very expensive and will
only come down in price over several years.  Mitsubishi has
already agreed to supply its i-MiEV electric car to PSA, and the
French company could help finance the development of cheap
batteries for the future.

The Journal says the projected tie-up echoes the alliance between
Renault SA and Nissan Motor Co.  Renault, France's second-largest
auto maker, controls Nissan with a 44% stake, while Nissan owns
15% of Renault.  They have the same senior executive.

"Peugeot is watching Renault," said Koji Endo, an analyst at
independent research firm Advanced Research Japan, according to
the Journal.  "If more hybrids and electric cars are coming in,
Peugeot won't be able to compete enough with only diesel-powered
models."

PSA dismissed its former chief executive Christian Streiff in
March and appointed Philippe Varin, a former aluminum and steel
executive, to the post.  The Journal recalls, Mr. Varin, who took
over in June, last month announced a plan that he said would add
EUR3.3 billion to PSA's annual operating profit by 2012.  He said
this would mainly come from cost cuts, but also from increased
sales.

"The Peugeot family, which controls PSA, has so far been reluctant
to let the company enter into a deep alliance. However, Mr. Varin
indicated recently that the family had become more open-minded
about this, provided any alliance created value for shareholders
and the company retained some independence," the Journal adds.

The Journal says any deal would also need approval of Mitsubishi
Corp. and Mitsubishi Heavy Industries, which have respective
stakes of 14% and 15.6% in the Japanese auto maker.

PSA Peugeot Citroen S.A. -- http://www.psa-peugeot-citroen.com/--
is a France-based manufacturer of passenger cars and light
commercial vehicles.  It produces vehicles under the Peugeot and
Citroen brands.  In addition to its automobile division, the
Company includes Banque PSA Finance, which supports the sale of
Peugeot and Citroen vehicles by financing new vehicle and
replacement parts inventory for dealers and offering financing and
related services to car buyers; Faurecia, an automotive equipment
manufacturer focused on four component families: seats, vehicle
interior, front end and exhaust systems; Gefco, which offers
logistics services covering the entire supply chain, including
overland, sea and air transport, industrial logistics, container
management, vehicle preparation and distribution, and customs and
value added tax (VAT) representation, and Peugeot Motocycles,
which manufactures scooters and motorcycles.  In 2008, PSA Peugeot
Citroen S.A. sold over 3.2 million vehicles in 150 countries
worldwide.

                          *     *     *

As reported in the Troubled Company Reporter-Europe on Aug. 10,
2009, Standard & Poor's Ratings Services lowered its long- and
short-term corporate credit ratings on Peugeot to 'BB+/B' from
'BBB-/A-3'.  S&P said the outlook is negative.  The ratings were
removed from CreditWatch, where they had been placed with negative
implications on June 25, 2009.  "The downgrade reflects S&P's
expectations that Peugeot's profitability and financial profile
will deteriorate significantly owing to the prolonged weakness in
European auto demand, which S&P now anticipate will persist in
2010 in contrast to S&P's previous assumption of a market recovery
that was a factor in S&P's previous ratings," said Standard &
Poor's credit analyst Barbara Castellano.


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G E R M A N Y
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GENERAL MOTORS: German Minister Says Opel Plan Leaves Issues Open
-----------------------------------------------------------------
Daily Bankruptcy Review says German Economics Minister Rainer
Bruederle said Wednesday General Motors Co.'s restructuring plan
for its Adam Opel GmbH unit leaves key issues open.  Mr. Bruederle
also said the plan isn't a request for state aid.

                       About General Motors

General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908.  With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries.  GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling.  GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany.  GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.

GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code.  Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.

At September 30, 2009, GM had US$107.45 billion in total assets
against US$135.60 billion in total liabilities.

                    About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


HEIDELBERGCEMENT AG: Moody's Raises Corp. Family Rating to 'Ba1'
----------------------------------------------------------------
Moody's has upgraded HeidelbergCement's B1 corporate family rating
to Ba3.  The outlook remains positive.  At the same time the
rating of HeidelbergCement's outstanding bonds has been upgraded
to B1 from B3 reflecting the result of Moody's loss given default
methodology.  The rating action was prompted by relatively
resilient results in the 3rd quarter 2009 and the improved short-
term liquidity profile following the recent rights issue
(EUR2.25 billion) and the issue of three bonds (EUR2.5 billion).  

With the successful capital market transactions, relatively
resilient results in the third quarter 2009 and management's
commitment to further diversify HC's funding sources and debt
maturities, the credit profile of the company has improved and the
liquidity risk materially moderated, hence the upgrade to Ba3.  
Weighting negatively on the rating is the continued, although
strongly improved, uneven debt maturity structure with the bulk of
the company's debt maturing at the end of 2011 and beginning of
2012 as well as the high leverage of the company with adjusted
debt/EBITDA at 5.3x per end of September 2009.  

The positive outlook incorporates the expectation that (i) HC will
in the intermediate term successfully further extend its debt
maturity profile, (ii) HC will generate positive free cash flows
in the next years which would be applied to debt reduction and
(iii) the operating performance in 2010 will improve based on the
expectation that volumes and prices remain roughly flat or
slightly positive coupled with implemented cost reductions which
should lead over time to improved profitability and cash flows
generated, and hence further improved leverage ratios.  

For an upgrade Moody's would expect leverage ratios which would be
more in line with a solid Ba rating, such as an RCF/Net debt ratio
in the mid teens and adjusted debt/EBITDA below 4.0x, in addition
to the successful implementation of the planned measures of the
management to further improve HC's debt maturity profile.  Given
the continued weak construction markets in which HC is active,
such as the US and the UK, Moody's would also be looking for a
better visibility regarding the expected development in these
markets.  

The upgrade of the bond ratings is the direct consequence of the
raise of HC's corporate family rating which -- in line with
Moody's loss given default methodology -- lead to an assumption of
lower utilization under the company's revolving credit facility at
time of default, and therefore a lower amount of bank debt being
ahead of HC's unsecured bonds.  

HC's short term liquidity is good reflecting limited debt
maturities for the next 12 months starting in October 2009, the
availability under the company's long-term revolving credit
facility and limited cash outflows for capital expenditure and
dividend payments.  The headroom under the company's covenant test
is sufficient following the successful rights issue in 2009 which
was used to reduce indebtedness.  

Upgrades:

Issuer: Hanson Australia Funding Limited

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1,
     LGD5, 76% from B3, LGD5, 89%

Issuer: Hanson Building Materials Limited

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1,
     LGD5, 76% from B3, LGD5, 89%

Issuer: Hanson Limited

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1,
     LGD5, 76% from B3, LGD5, 89%

Issuer: HeidelbergCement AG

  -- Probability of Default Rating, Upgraded to Ba3 from B1

  -- Corporate Family Rating, Upgraded to Ba3 from B1

  -- Senior Unsecured Medium-Term Note Program, Upgraded to B1
     from B3

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to a range
     of B1, LGD5, 76% from a range of B3, LGD5, 81%

Issuer: Heidelbergcement Finance B.V.  

  -- Senior Unsecured Medium-Term Note Program, Upgraded to B1
     from B3

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to a range
     of B1, LGD5, 76% from a range of B3, LGD5, 89%

Moody's last rating action on HeidelbergCement on 12 October 2009
was to assign a B3 rating to the company's newly issued bonds.  

HeidelbergCement AG is the world's third-largest cement producer.  
HC generated sales of EUR11.8 billion per last 12 months
(September 2009).  With the acquisition of UK building materials
producer Hanson plc in mid-2007, HC is now the world's largest
producer of aggregates with an annual output in the first nine
months of 2009 of 179 mt, and the second-largest producer of
ready-mixed concrete with an output of 26 million cubic meters,
behind Cemex.  HC produced 59 million tons of cement in the first
nine months of 2009.  


IKB DEUTSCHE: Says Not to Blame for Calyon Losses Over 2007 Deal
----------------------------------------------------------------
Jann Bettinga at Bloomberg News reports that IKB Deutsche
Industriebank AG said in a court filing it isn't to blame for any
losses Calyon may have suffered from a business deal between the
companies, arguing the French investment bank failed to assess the
risks involved.

Bloomberg relates Calyon, a unit of Credit Agricole SA, sued IKB
in London in July over a 2007 agreement that forced the Paris-
based bank to buy structured securities from an IKB investment
vehicle during the credit crisis.  IKB said in August that Calyon
was seeking damages of more than US$1.675 billion, Bloomberg
recounts.

Bloomberg recalls IKB came close to collapse when its Rhineland
Funding investment vehicle, which bought asset-backed securities
with money from selling short-term debt, couldn't raise more funds
amid the credit crunch in late July 2007.

IKB Deutsche Industriebank AG -- http://www.ikb.de/-- is a  
Germany-based banking company, which specializes in the field of
long-term financing.  It offers a range of financial products and
services directed at medium-sized domestic as well as
international companies and project partners.  The Company.s
focuses on the two segments Corporate Customers, including
domestic corporate financing, especially lending, but also product
leasing and private equity; and Real Estate Customers, which
provides customized financing solutions as well as related
services for industrial real estate.  As of 31 March, 2009, it
operated through direct and indirect subsidiaries, including the
wholly owned IKB Capital Corporation and IKB Equity Finance GmbH,
among others; its two majority owned subsidiaries; as well as two
affiliated companies.  The Company.s subsidiaries are located in
Germany, the United States, the Netherlands, Luxembourg, Austria,
the Czech Republic, France, Hungary, Poland, Russia, Slovakia and
Romania.


TUI AG: TUI Travel Narrows Loss to GBP25 Mln on Flight Cuts
-----------------------------------------------------------
Jonathan Browning at Bloomberg News reports that TUI Travel Plc
narrowed its net loss for the year through September to GBP25
million (US$41 million) from GBP271 million a year earlier after
cutting flights in the U.K. and Germany.

According to Bloomberg, TUI has canceled 10 of the 23 aircraft
orders from Boeing Co. and cut the number of tour packages to
avoid selling holidays at discount prices amid a decline in travel
demand.

Operating profit excluding one time items increased to GBP443
million, Bloomberg discloses.

Bloomberg recalls the tour operator, with net debt of
GBP338 million at its yearend, said in September it would sell
GBP300 million of convertible bonds to start repaying a loan from
controlling shareholder TUI AG and fund acquisitions.

TUI AG -- http://www.tui-group.com/en/-- is a Germany-based
company mainly engaged in the tourism sector, focusing on the
markets of Central, Northern and Western Europe.  TUI owns a
network of travel agencies and tour operators, including air
tours, Thomson, First Choice and TUI Deutschland.  It also
operates several airlines, including Corsairfly, Thomsonfly and
First Choice Airways, among others.  The Company is structured
into three segments: TUI Travel, TUI Hotels and Resorts, and
Cruises.  TUI Travel comprises the Company.s distribution, tour
operating, airline and incoming activities and services over 30
million customers in 180 countries.  The TUI Hotels and Resorts
division offers a portfolio of 238 hotels, located in Spain,
Greece, Egypt, France, Turkey, Tunisia, the Balearics and the
Caribbean, among others.  The Cruises sector comprises Hapag-Lloyd
Kreuzfahrten GmbH and TUI Cruises which provide luxury cruises,
and cruises within the German-speaking countries, respectively.

                          *     *     *

As reported in the Troubled Company Reporter-Europe on Sept. 21,
2009, Moody's Investors Service lowered the Corporate Family
Rating and Probability of Default Rating of TUI AG to Caa1 from
B3.   At the same time, the unsecured rating and the subordinated
rating were lowered from Caa1 to Caa2 and from Caa2 to Caa3,
respectively.  Moody's said the outlook is negative.


===========
G R E E C E
===========


ARIES MARITIME: To Change Name; Shareholders' Meeting Today
-----------------------------------------------------------
A Special General Meeting of Shareholders of Aries Maritime
Transport Limited will be held at 83 Akti Miaouli and Flessa
Piraeus 18538 Greece, on December 4, 2009, at 11:00 a.m. local
time, and related materials.

At this Special General Meeting of Shareholders, the shareholders
of the Company will consider and vote upon proposals:

     1. To approve a change of the name of the Company to NewLead
        Holdings Ltd.;

     2. To approve an amendment to the bye-laws of the Company;
        and

     3. To transact other such business as may properly come
        before the meeting or any adjournment thereof.

                         Going Concern

As reported by the Troubled Company Reporter on July 8, 2009,
Aries Maritime said the audit report of the Company's independent
registered public accounting firm, PricewaterhouseCoopers S.A.,
included in the Company's Form 20-F filed with the U.S. Securities
and Exchange Commission contains an explanatory paragraph which
notes that there are specific factors which raise substantial
doubt about the Company's ability to continue as a going concern.
These factors include the Company's 2008 and 2007 net losses and a
previously announced re-classification of long term debt due to
its inability to meet certain financial covenants under its
revolving credit facility.

Aries Maritime is currently in negotiations with its lenders to
obtain waivers for certain financial covenants.  The Company has
plans in place to improve the performance and financial strength
of the Company.  These plans primarily relate to the reduction of
expenses, possible sales of vessels and the potential addition of
assets to enhance future cash earnings.

As of June 30, 2009, the Company had US$299.5 million in total
assets and US$246.2 million in total liabilities.  As of March 31,
2009, the Company had US$309.4 million in total assets and
US$248.0 million in total liabilities.

                      About Aries Maritime

Aries Maritime Transport Limited (NASDAQ: RAMS) is an
international shipping company that owns and operates products
tankers and container vessels.  The Company's products tanker
fleet consists of five MR tankers and four Panamax tankers, all of
which are double-hulled.  The Company also owns a fleet of two
container vessels with a capacity of 2,917 TEU per vessel.  Four
of the Company's 11 vessels are secured on period charters.
Charters for two of the Company's products tanker vessels
currently have profit-sharing components.


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


AER LINGUS: Talks with Trade Unions Fail, Mulls Redundancies
------------------------------------------------------------
John Murray at The Financial Times reports that Aer Lingus Group
plc is to extend its compulsory redundancy program after talks
with trade unions on its rescue plan broke down.

The FT relates despite the intervention of the Labour Relations
Council, a government-run arbitration body, the company could not
get the backing of pilots and cabin crew for its EUR97 million
(GBP87 million) cost-saving plan.

Aer Lingus indicated that only temporary savings over a few years
were offered by the Irish Airline Pilots Association, rather than
the structural adjustments that management was seeking, the
FT discloses.

According the FT, the airline said it would now proceed to reduce
fleet capacity, eliminate lossmaking routes and make redundancies
beyond the 676 job cuts envisaged in the original plan in October.

The board will meet again today, December 4, to discuss the scale
of the cuts.

Robert Lindsay at The Times reports that Aer Lingus has applied
for a UK Air Operator's Certificate, which would allow it to move
operations from Dublin to cheaper bases in Gatwick and Belfast, if
pilots and cabin crew continue to refuse to allow their wages to
be cut.

"We are going through the process with the Civil Aviation
Authority, which will give us the opportunity to reflag the
airlines and fly them from the UK so that Dublin would become
somewhere to fly to rather than from," The Times quoted Enda
Corneille, corporate affairs director at Aer Lingus, as saying.

Mr. Corneille, as cited by the Irish Times, said that the move
would allow pilots' contracts to be changed in line with the terms
under which its Gatwick-based pilots already operate.

The Troubled Company Reporter-Europe, citing BreakingNews.ie,
reported on Nov. 23, 2009, that Aer Lingus said it "will face a
very bleak future" if its latest restructuring plan is not
implemented.  BreakingNews.ie disclosed Mr. Corneille said
operational costs at the airline are "too high".

Aer Lingus Group Plc and its subsidiaries --
http://www.aerlingus.com/-- operates as a low fares Irish airline
primarily providing passenger and cargo transportation services
from Ireland to the United Kingdom and Europe (short haul) and
also to the United states (long haul).  The Company is primarily
organized into two segments: passenger, which includes revenues
and costs relating to the carriage of passengers, and cargo, which
relates to the revenues and costs from the transportation of
cargo.  During the year ended December 31, 2008, three group
companies (Seres Limited, Duneast Limited and Crodley Limited)
were put into liquidation and dissolved.


ALLIED IRISH: Moody's Junks Ratings on Tier 1 Instruments
---------------------------------------------------------
Moody's Investors Service has downgraded the non-cumulative Tier 1
instruments issued directly and indirectly by Allied Irish Banks
plc an additional notch to Caa1 (stable outlook) from B3 (negative
outlook).  This further alignment of the ratings follows the
bank's announcement of December 1 that it will not pay the
upcoming distribution on a non-cumulative perpetual preferred
security.  

The bank's cumulative Tier 1 securities and junior subordinated
debt were affirmed at B1 (negative outlook) and Ba3 (negative
outlook) respectively.  The other ratings of the bank including
the D BFSR, the A1 long-term bank deposit and senior debt rating,
the A2 dated subordinated debt rating, the Ba3 junior subordinated
debt rating, and the Aa1-rated government guaranteed debt were all
unaffected.  

Allied Irish announced on December 1, 2009, that following the
submission of the bank's restructuring plan to the Commission the
European Commission has requested that the bank should not make
payments on its Tier 1 and Tier 2 capital instruments unless it
has a legal obligation to do so.  Allied Irish is required to
submit a restructuring plan due to the substantial State Aid that
it has received over the past year, in the form of the
EUR3.5 billion preference share injection into the bank by the
Irish government.  In addition the bank will also be a major
participant in the National Asset Management Agency, an asset
management company that will acquire land and development loans,
as well as related lending, from five Irish institutions.  

As a result of this the bank will not pay the distribution on the
GBP350 million non-cumulative perpetual preference shares issued
by AIB UK 3 LP.  The non-payment of this distribution will trigger
the "dividend stopper" and therefore the bank will also be unable
to declare or pay distributions on its ordinary equity, the
EUR3.5 billion of preference shares issued to the Irish
government, and on parity securities which includes the Tier
securities issued out of AIB UK 1 LP and AIB UK 2 LP as well as
the Reserve Capital Instruments issued out of the bank itself.  

The downgrade earlier this year to B3, was based on an expected-
loss approach and reflected Moody's assumption that the bank would
likely omit coupons for at least a two-year period, in line with
other European bank's that have benefited from substantial State
Aid.  The further downgrade by one notch to Caa1 incorporates i)
the greater certainty about the coupon deferrals as well as ii)
the remaining uncertainty about the bank's financial strength
beyond the 2-year time horizon, which also adds uncertainty about
future coupon payments .  The outlook for the securities is stable
reflecting Moody's conservative expected loss assumptions in terms
of the likelihood and time horizon of missed coupons, as well as
the low sensitivity of these instruments to the bank's intrinsic
financial strength.  

The rating of the Reserve Capital Instruments (with cumulative
deferral and non-cash settlement through ACSM) remains B1.  These
securities have largely the same features as junior subordinated
debt on a going concern basis, but have a preferred claim in
liquidation.  Under a going concern assumption, the expected loss
for investors in these cumulative instruments should therefore be
clearly lower than for the non-cumulative preference shares.  

Moody's notes that Allied Irish and the Irish government are in
discussions with the Commission to enable the bank to continue to
declare and pay dividends and distributions as normal.  This is to
avoid the Irish government from receiving, in the future, payment
in ordinary shares rather than cash, and thereby increasing its
stake in the bank, against its stated objective of not taking
majority stakes in Irish banks.  Although the European Commission
has said that it will give full consideration to this approach,
Moody's would expect that the bank will still be required to omit
payments for a two year period.  If however this is not the case
then the rating agency will comment again when further information
is available.  

In this context, Moody's also noted that were Bank of Ireland
(which is waiting for the Commission's approval of its
restructuring plan) and EBS Building Society (who Moody's expect
will need to lodge a plan in the near future) to also defer or
omit coupons then this would likely require a further review of
these institution's B3-rated preference shares and parity
securities.  

Ratings Affected:

These securities were downgraded to Caa1 (stable outlook) from B3
(negative outlook)

  -- AIB UK 1 LP preferred securities EUR1 billion (ISIN:
     XS0208105055)

  -- AIB UK 2 LP preferred securities EUR500 million (ISIN:
     XS0257734037)

  -- AIB UK 3 LP preferred securities GBP350 million (ISIN:
     XS0257571066)

The last rating action on AIB was on September 9, 2009 when the
bank's junior subordinated debt was downgraded to Ba3 (negative
outlook) from Baa3 (stable outlook).  

Based in Dublin, Ireland, Allied Irish Banks plc reported total
assets of EUR179,540 billion as of 30 June 2009.  


ALLIED IRISH: Fitch Cuts Ratings on Tier 1 and 2 Securities
-----------------------------------------------------------
Fitch Ratings has downgraded Ireland-based Allied Irish Banks
plc's tier 1 and upper tier 2 securities.  

The rating action follows an announcement by AIB that the European
Commission has requested it not to make coupon payments on its
tier 1 and tier 2 capital securities unless under a binding legal
obligation to do so.  AIB has agreed to the request for its tier 1
and upper tier 2 securities.  

However, it is possible that all securities will revert to paying
coupons from 13 May 2010 if the Irish government is successful in
its negotiations with the EC to allow it to receive coupons on
AIB's EUR3.5 billion preference shares which it subscribed to in
May 2009 as part of a support package for the bank.  The Irish
government is due to receive its first coupon on the preference
shares on 13 May 2010.  Non-payment by AIB's AIB UK 3 LP tier 1
securities would trigger a non-payment on the preference shares.  
By 13 May 2010, three of AIB's four tier 1 securities would
normally have paid a coupon.

Because AIB UK 2 LP and the perpetual callable step-up
subordinated notes referenced below are due to pay a coupon later
than May 2010, they could avoid making a deferral if the Irish
government is successful in its negotiations with the EC.  As a
result, their ratings are downgraded less severely.  However, if
the negotiations are unsuccessful, all six securities would defer
coupons, in which case Fitch would expect to downgrade AIB UK 2 LP
and the perpetuals from their current level.  This view is
reflected in the RWN being maintained on the securities rated in
the 'B' range.

The securities affected are:

Tier 1:

  -- AIB UK 1 LP (ISIN XS0208105055) downgraded to 'CCC' from 'B';
     off Rating Watch Negative

  -- AIB UK 2 LP (ISIN XS0257734037) downgraded to 'B-' from 'B';
     remains on RWN

  -- AIB UK 3 LP (ISIN XS0257571066) downgraded to 'CCC' from 'B';
     off RWN

  -- Reserve capital instruments (ISIN XS0120950158) downgraded to
     'CCC' from 'B'; off RWN

Upper tier 2:

  -- Perpetual callable step up subordinated notes (ISIN
     XS0227409629) downgraded to 'B' from 'B+'; remain on RWN

  -- Perpetual callable step up subordinated notes (ISIN
     XS0100325983) downgraded to 'B' from 'B+'; remain on RWN


ANGLO IRISH: Management Changes to Be Implemented, Lenihan Says
---------------------------------------------------------------
Ann Cahill at Irish Examiner.com reports that Irish Finance
Minister Brian Lenihan said there will be substantial management
changes at the nationalized Anglo Irish Bank.

The report relates Mr. Lenihan, in Brussels for a meeting of EU
finance ministers, said there would be a substantial management
clean-out at the bank at executive level.  According to the
report, the finance minister said all impaired loans owed by
executives and former executives had been identified and assessed
and legal proceedings would be taken against any who fail to repay
loans.  Outstanding loans were estimated at EUR179 million at the
bank's annual general meeting earlier this year, the report notes.

Anglo's restructuring plan was submitted to the European
Commission earlier this week as required under state aid rules,
the report discloses.

Mr. Lenihan, as cited in the report, said it wanted to salvage
everything possible from the bank in terms of a viable operation
but refused to confirm that this means the creation of a good
bank.

As reported by the Troubled Company Reporter-Europe on Nov. 30,
2009, the Irish Times said Anglo's restructuring plan is expected
to involve additional government capital injections to cover both
rising loan losses within the bank as well as new investment into
Anglo's new bank division.  

Anglo Irish Bank Corp PLC -- http://www.angloirishbank.com/--
operates in three core areas: business lending, treasury and
private banking.  The Bank's non-retail business is made up of
more than 11,000 commercial depositors spanning commercial
entities, charities, public sector bodies, pension funds, credit
unions and other non-bank financial institutions.  The Company's
retail deposits comprise demand, notice and fixed term deposit
accounts from personal savers with maturities of up to two years.
Non-retail deposits are sourced from commercial entities,
charities, public sector bodies, pension funds, credit unions and
other non-bank financial institutions.  In addition, at September
30, 2008, its non-retail deposits included deposits from Irish
Life Assurance plc.  The Private Bank offers tailored products and
solutions for high net worth clients and operates the Bank's
lending business in Ireland and the United Kingdom.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on Nov. 9,
2009, Fitch Ratings affirmed Anglo Irish Bank's individual rating
at 'E'.


EBS BUILDING: Fitch Puts 'E' Individual Rating on Positive Watch
----------------------------------------------------------------
Fitch Ratings has placed Ireland-based EBS Building Society's and
Irish Nationwide Building Society's Long-term Issuer Default
Ratings, Individual Ratings and Support Rating Floors on Rating
Watch Positive.  The Short-term IDRs at both societies remain on
Rating Watch Negative.  For a full list of the societies' and
their subsidiaries' ratings, see the end of this announcement.  

The rating action follows the announcement by the societies that
they have started discussions about a possible merger.  The RWP
reflects Fitch's expectation that the Irish government would, by
injecting fresh capital, hold a significant stake in the enlarged
society resulting from the proposed merger.  Fitch considers that
the proposed demonstration of support by government and,
consequently, the expected material level of state ownership would
improve the credit standing of the two societies.  

"The injection of capital will make the enlarged society much less
vulnerable to an economic downturn while the large degree of
control which the government would be able to exercise would show
its strong support for the mutual sector," said Matthew Taylor,
Senior Director in Fitch's Financial Institutions team.  

The enlarged society could operate more efficiently by spreading
fixed costs over a larger customer base.  At the same time, a
larger proportion of customer deposits to customer loans should
add stability by reducing dependence on wholesale funding.  Fresh
capital would be injected by the Irish government in the form of
special investment shares as the societies are expected to realize
losses in H110 on loans transferred to the National Asset
Management Agency.  Fitch believes that the expected losses by the
two societies would mean that the government would hold a
significant stake, allowing it, under the terms of the special
investment shares, to exercise a large degree of control.  Fitch
also expects EBS to suffer smaller losses and to be the dominant
partner in the enlarged society.  Timing is still uncertain but,
if the merger is approved, completion could occur before mid-2010.  

In view of the RWP on EBS's Long-term IDR, Fitch has changed the
Rating Watch on the society's senior unsecured debt securities to
Evolving from Negative.  The reason for the RWN was that Fitch
considered that the legal status of the society could change on
consolidation and that therefore the implicit support provided to
senior unsecured debt by its ranking senior to members' deposits
would vanish.  The RWP on the senior unsecured debt securities of
INBS reflects the RWP on its Long-term IDR.  The agency has also
changed the Rating Watch on INBS's lower tier two securities to
Evolving from Negative, reflecting uncertainty.  The presence of
an expected sizeable government stake in the enlarged society
would strengthen the position of the securities while some
legislative risk remains that in the restructuring of INBS the
position of the securities could worsen.  

The ratings are as below:

EBS:

  -- Long-term IDR: 'BBB-' placed on RWP

  -- Short-term IDR: 'F1+' remains on RWN

  -- Individual rating: 'E' placed on RWP

  -- Support rating: affirmed at '2'

  -- Support Rating Floor: 'BBB-' placed on RWP

  -- Commercial paper: 'F1+'; maintained on RWN

  -- Guaranteed senior unsecured: Long-term rating affirmed at
     'AA-'

  -- Guaranteed senior unsecured: Short-term rating affirmed at
     'F1+'

  -- Senior unsecured debt: 'BBB' Rating Watch changed to Evolving
     from Negative

  -- Permanent interest bearing shares: 'B' remains on RWN

EBS Mortgage Finance:

  -- Long-term IDR: 'BBB-' placed on RWP
  -- Short-term IDR: 'F1+' remains on RWN
  -- Support Rating: affirmed at '2'

INBS:

  -- Long-term IDR: 'BBB-' placed on RWP

  -- Short-term IDR: 'F1+' remains on RWN

  -- Individual rating: 'E' placed on RWP

  -- Support rating: affirmed at '2'

  -- Support Rating Floor: 'BBB-' placed on RWP

  -- Guaranteed senior unsecured: Long-term rating affirmed at
     'AA-'

  -- Senior unsecured debt: 'BBB-' placed on RWP

  -- Lower tier 2 securities: 'BB+' Rating Watch changed to
     Evolving from Negative


SOUTH COUNTY: Ferris Associates Appointed as Liquidator
-------------------------------------------------------
Suzanne Lynch at The Irish Times reports that South County
Development Limited has gone into liquidation.

Martin V. Ferris, of Ferris Associates, has been appointed as
liquidator to the company, the Irish Times relates.

The Irish Times discloses latest accounts for South County
Developments show the company posted a loss of EUR1.9 million in
the 12-month period to July 31, 2008.  According to the auditors'
report on the accounts, the net assets of the company were less
than half of the company's called up share capital at July 31,
2008, the Irish Time notes.  The company had a deficiency of
assets of EUR3.2 million at year-end, the Irish Times states.

South County Development Limited is a property investment company
owned by Colum and Ciaran Butler.  The company's primary activity
is the development of a commercial property site in South County
Business Park, in Leopardstown, south Dublin, known as Red Oak
House.


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


ADAL LLP: Creditors Must File Claims by December 16
---------------------------------------------------
Creditors of LLP Trade-Industrial Company Adal have until
December 16, 2009, to submit proofs of claim to:

         Makataev Str. 196-36         
         Almaty
         Kazakhstan      

The Specialized Inter-Regional Economic Court of Taldykorgan
commenced bankruptcy proceedings against the company on
September 10, 2009, after finding it insolvent.

The Court is located at:

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


ALATAU INTERNATIONAL: Creditors Must File Claims by December 16
---------------------------------------------------------------
Creditors of LLP Alatau International have until December 16,
2009, to submit proofs of claim to:

         Masanchi Str. 98b-42         
         Almaty
         Kazakhstan

The Specialized Inter-Regional Economic Court of Almaty commenced
bankruptcy proceedings against the company on September 2, 2009,
after finding it insolvent.

The Court is located at:

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


ASIA INVEST: Creditors Must File Claims by December 16
------------------------------------------------------
LLP Asia Invest Firm is currently undergoing liquidation.
Creditors have until December 16, 2009, to submit proofs of claim
to:

         Leskov Str. 13
         Almaty             
         Kazakhstan


ASIA TECH: Creditors Must File Claims by December 16
----------------------------------------------------
LLP Asia Tech Service V&B is currently undergoing liquidation.
Creditors have until December 16, 2009, to submit proofs of claim
to:

         Micro District 1, 73b
         Almaty             
         Kazakhstan


AUTO DOR: Creditors Must File Claims by December 16
---------------------------------------------------
LLP Manufacturing-Commercial Firm Auto Dor Signal is currently
undergoing liquidation. Creditors have until December 16, 2009, to
submit proofs of claim to:

         Lermontov Str. 96/1-45
         Pavlodar             
         Kazakhstan


CENTRE GEOLOGO: Creditors Must File Claims by December 16
---------------------------------------------------------
JSC Centre Geologo-Geographicheskyh i Phiziko Technicheskyh
Issledovanyi is currently undergoing liquidation.  Creditors have
until December 16, 2009, to submit proofs of claim to:

         Shevchenko/Valihanov Str. 29/133
         Almaty             
         Kazakhstan


CONNECT PLUS: Creditors Must File Claims by December 16
-------------------------------------------------------
Creditors of LLP Connect Plus have until December 16, 2009, to
submit proofs of claim to:

         Altynsarin Str. 31         
         Aktobe
         Kazakhstan      

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

The Court is located at:

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


GAMMA STROY: Creditors Must File Claims by December 16
------------------------------------------------------
Creditors of LLP Construction Company Gamma Stroy have until
December 16, 2009, to submit proofs of claim to:

         Makataev Str. 196-36         
         Almaty
         Kazakhstan      

The Specialized Inter-Regional Economic Court of Taldykorgan
commenced bankruptcy proceedings against the company on
September 10, 2009, after finding it insolvent.

The Court is located at:

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


KAZTRANSGAS AO: Fitch Affirms 'BB' Issuer Default Ratings
---------------------------------------------------------
Fitch Ratings has affirmed Kazakhstan-based KazTransGas's Long-
term foreign and local currency Issuer Default Ratings at 'BB'
respectively and its Short-term IDR at 'B'.  The Outlooks for the
Long-term IDRs are Stable.  

The agency has simultaneously affirmed JSC Intergas Central Asia's
Long-term foreign and local currency IDRs at 'BB+' respectively,
its senior unsecured rating at 'BB+' and its Short-term IDR at
'B'.  The Outlooks for the Long-term IDRs are Stable.  ICA is a
fully-owned subsidiary of KTG.

KTG's ratings and the ratings of its 100% subsidiary, ICA, reflect
ICA's position as a monopoly operator of the gas pipeline network
in Kazakhstan, which remains the only feasible export route for
Central Asian gas to Russia and Europe, given Kazakhstan's
geographic location and developed transportation network.  KTG is
ultimately state-owned through KazMunaiGaz National Company (NC
KMG, rated 'BBB-'/Negative).

KTG is rated on a standalone basis, in accordance with Fitch's
Parent and Subsidiary Rating Linkage methodology, as the legal,
operational and strategic ties between the parent (NC KMG) and its
subsidiary are considered limited.  ICA's rating is one notch
above KTG's because ICA is the main operating entity and a profit
centre for the group.  In addition, ICA (FY08 funds from
operations adjusted leverage of 2.6x and an EBITDAR margin of
42.9%) has stronger credit metrics than KTG (3x and 27.7%
respectively).

The entities' ratings and the Stable Outlooks also factor in
Fitch's expectations that OAO Gazprom (rated 'BBB'/Negative), the
main counterparty of KTG/ICA accounting for about 89% of ICA's
FY08 revenue, will honour its ship or pay obligations in 2010
under a Central Asian gas transit contract with ICA if
interruptions continue affecting Gazprom's Turkmen gas purchases.  
The contract makes up the bulk of the group's revenue.

The contract expires at end-2010 and Fitch believes that KTG/ICA
is likely to renew it on similar-to-current terms (long-term
nature, contracted volumes, etc) given the strategic importance of
Central Asian gas to Gazprom.  If the new contract contains less
favourable terms for KTG/ICA, it would in Fitch's view be somewhat
mitigated by an expected rise in gas transit volumes in 2011 amid
the anticipated economic recovery and the diversification of
transportation routes.  (The operations of the Kazakhstan-China
pipeline will commence in December 2009 with capacity of 5-10bcm,
and the capacity expansion to 30-40bcm is expected by 2012.)

The ratings consider the improvement of KTG's and ICA's credit
metrics in 2008 and H109.  The latter was driven by international
gas transit tariff increases in 2008 and further rises in 2009;
the expansion of KTG in H109 into export of gas, purchased from
local hydrocarbons producers, at domestic prices, which generated
good margins; and Gazprom's fulfilment of ship or pay obligations
in 2009.  

However, the ratings also reflect the capital intensity of both
companies' operations (KTG's capex of KZT218.3 billion
(US$1.5 billion) over 2009-2013), which may require additional
external funding and, along with an expected shift to a more
aggressive dividend policy, put upward pressure on the leverage
level.  Fitch forecasts FFO adjusted leverage for KTG and ICA to
stay well above 2x in 2009-2010.  In addition to the above noted
capex, the group plans to embark on large pipeline construction
projects, such as the Kazakhstan-China pipeline, the West-South
pipeline and the By-Caspian pipeline.  Fitch views the first two
projects as credit neutral for KTG/ICA as financing is expected to
be provided by the Chinese counterparty, whereas the third project
may be financed by KTG/ICA with external borrowings.  However,
Fitch gains comfort from the fact that the group plans to secure
long-term transportation contracts with Gazprom before commencing
construction of the By-Caspian pipeline and that the company
expects this project to be delayed.  

As a large portion of the group's cash position is deposited with
Kazakh banks, which have been affected by the financial crisis,
the agency places greater emphasis on gross, rather than net,
leverage figures in its analysis.  


MIKAI EXPORT: Creditors Must File Claims by December 16
-------------------------------------------------------
Creditors of LLP Mikai Export have until December 16, 2009, to
submit proofs of claim to:

         Altynsarin Str. 31         
         Aktobe
         Kazakhstan      

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

The Court is located at:

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


MONTAGE GOR: Creditors Must File Claims by December 16
------------------------------------------------------
Creditors of LLP Montage Gor Stroy have until December 16, 2009,
to submit proofs of claim to:

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

The court commenced bankruptcy proceedings against the company on
October 9, 2009


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


ASKED UGOL: Creditors Must File Claims by December 30
-----------------------------------------------------
LLC Asked Ugol is currently undergoing liquidation.  Creditors
have until December 30, 2009, to submit proofs of claim to:

         Tashtak
         Shark
         Kara-Suisky District
         Osh
         Kyrgyzstan


EXPERT LLC: Creditors Must File Claims by December 30
-----------------------------------------------------
LLC Technical Centre Expert is currently undergoing liquidation.
Creditors have until December 30, 2009, to submit proofs of claim
to:

         Aliyev Str. 5
         Osh
         Kyrgyzstan


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


DUCHESS V: Moody's Downgrades Rating on Class C Notes to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service took these rating actions on notes
issued by Duchess V CLO B.V.  The Class A1 note and the revolving
loan facility remain Aaa.  

  -- EUR35.25M Class B Second Priority Deferrable Secured Floating
     Rate Notes due 2021, Downgraded to A3; previously on March 4,
     2009 Aa2 Placed Under Review for Possible Downgrade

  -- EUR29.5M Class C Third Priority Deferrable Secured Floating
     Rate Notes due 2021, Downgraded to Ba1; previously on
     March 19, 2009 Downgraded to Baa3 and Remained On Review for
     Possible Downgrade

  -- EUR31.5M Class D Fourth Priority Deferrable Secured Floating
     Rate Notes due 2021, Confirmed at B1; previously on March 19,
     2009 Downgraded to B1 and Remained On Review for Possible
     Downgrade

  -- EUR3M Class N Combination Notes due 2021, Downgraded to B1;
     previously on March 4, 2009 Baa2 Placed Under Review for
     Possible Downgrade

  -- EUR7M Class O Combination Notes due 2021, Downgraded to Baa3;
     previously on March 4, 2009 A1 Placed Under Review for
     Possible Downgrade

  -- EUR4.5M Class P Combination Notes due 2021, Downgraded to B1;
     previously on March 4, 2009 Baa3 Placed Under Review for
     Possible Downgrade

  -- EUR4M Class W Combination Notes due 2021, Downgraded to Ba1;
     previously on March 4, 2009 Baa1 Placed Under Review for
     Possible Downgrade

This transaction is a managed cash leveraged loan collateralized
loan obligation with exposure to predominantly European senior
secured loans and a 13% bucket of mezzanine loans.  

The rating actions reflect Moody's revised assumptions with
respect to default probability and the calculation of the
diversity score as described in the press release dated
February 4, 2009, titled "Moody's updates key assumptions for
rating CLOs."  These revised assumptions have been applied to all
corporate credits in the underlying portfolio, the revised
assumptions for the treatment of ratings on "Review for Possible
Downgrade", "Review for Possible Upgrade", or with a "Negative
Outlook" being applied to those corporate credits that are
publicly rated.  

Moody's also notes that a material proportion of the collateral
pool consists of debt obligations whose credit quality has been
assessed through Moody's credit estimates.  As credit estimates do
not carry credit indicators such as ratings reviews and outlooks,
a stress of a quarter notch-equivalent assumed downgrade was
applied to each of these estimates.  

According to Moody's, the rating actions taken on the notes are
also a result of credit deterioration of the underlying portfolio.  
This is observed through a decline in the average credit rating as
measured through the portfolio weighted average rating factor
'WARF' (currently 2721), an increase in the amount of defaulted
securities (currently 5.63% of the portfolio), an increase in the
proportion of securities from issuers rated Caa1 and below
(currently 10.84% of the portfolio), and a failure of the Class E
par value test.  These measures were taken from the recent trustee
report dated 30 October 2009.  Moody's also performed a number of
sensitivity analyses; including consideration of a further decline
in portfolio WARF quality.  Due to the impact of all the
aforementioned stresses, key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, and
weighted average recovery rate, may be different from trustee's
reported numbers.  

In addition to the quantitative factors that are explicitly
modelled, qualitative factors are part of the rating committee
considerations.  These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features, the collateral manager's track record, and
the potential for selection bias in the portfolio.  All
information available to rating committees, including
macroeconomic forecasts, input from other Moody's analytical
groups, market factors, and judgments regarding the nature and
severity of credit stress on the transactions, may influence the
final rating decision.  


JUBILEE CDO: Moody's Confirms 'Caa3' Rating on Class E Notes
------------------------------------------------------------
Moody's Investors Service took these rating actions on notes
issued by Jubilee CDO VI.  The Class A-1a and Class A-2a Notes
remain Aaa mainly due to the current over collateralization.  The
Class P Combination Notes' rating is withdrawn as it was split
into its component parts, and the rating is no long needed.  

  -- EUR25,000,000 Class A1-b Senior Secured Floating Rate Notes
     due 2022, Downgraded to Aa3; previously on March 4, 2009 Aa1
     Placed Under Review for Possible Downgrade;

  -- EUR12,500,000 Class A2-b Senior Secured Floating Rate Notes
     due 2022, Downgraded to Aa3; previously on March 4, 2009 Aa1
     Placed Under Review for Possible Downgrade;

  -- EUR13,000,000 Class A3 Senior Secured Floating Rate Notes
     due 2022, Downgraded to Aa1; previously on September 1, 2006
     Assigned Aaa;

  -- EUR32,000,000 Class B Senior Secured Floating Rate Notes due
     2022, Downgraded to Baa1; previously on March 4, 2009 Aa2
     Placed Under Review for Possible Downgrade;

  -- EUR27,000,000 Class C Senior Secured Deferrable Floating
     Rate Notes due 2022, Confirmed at Ba1; previously on
     March 19, 2009 Downgraded to Ba1 and Remained On Review for
     Possible Downgrade;

  -- EUR21,000,000 Class D Senior Secured Deferrable Floating
     Rate Notes due 2022, Confirmed at B2; previously on March 19,
     2009 Downgraded to B2 and Remained On Review for Possible
     Downgrade;

  -- EUR17,000,000 Class E Senior Secured Deferrable Floating
     Rate Notes due 2022, Confirmed at Caa3; previously on
     March 19, 2009 Downgraded to Caa3 and Remained On Review for
     Possible Downgrade;

  -- EUR12,000,000 Class P Combination Notes due 2022, Withdrawn;
     previously on March 4, 2009 Baa3 Placed Under Review for
     Possible Downgrade;

  -- EUR3,150,000 Class Q Combination Notes due 2022, Downgraded
     to B2; previously on March 4, 2009 Baa3 Placed Under Review
     for Possible Downgrade;

  -- EUR3,000,000 Class R Combination Notes due 2022, Downgraded
     to B2; previously on March 4, 2009 Baa3 Placed Under Review
     for Possible Downgrade;

  -- EUR6,000,000 Class S Combination Notes due 2022, Downgraded
     to Ba2; previously on March 4, 2009 Baa1 Placed Under Review
     for Possible Downgrade.  

This transaction is a managed cash leveraged loan collateralized
loan obligation with exposure to predominantly European senior
secured loans, as well as approximately 24% mezzanine loan
exposure.  

The rating actions reflect Moody's revised assumptions with
respect to default probability and the calculation of the
diversity score as described in the press release dated
February 4, 2009, titled "Moody's updates key assumptions for
rating CLOs."  These revised assumptions have been applied to all
corporate credits in the underlying portfolio, the revised
assumptions for the treatment of ratings on "Review for Possible
Downgrade", "Review for Possible Upgrade", or with a "Negative
Outlook" being applied to those corporate credits that are
publicly rated.  

Moody's also notes that a material proportion of the collateral
pool consists of debt obligations whose credit quality has been
assessed through Moody's credit estimates.  As credit estimates do
not carry credit indicators such as ratings reviews and outlooks,
a stress of a quarter notch-equivalent assumed downgrade was
applied to each of these estimates.  

According to Moody's, the rating actions taken on the notes are
also a result of credit deterioration of the underlying portfolio.  
This is observed through a decline in the average credit rating as
measured through the portfolio weighted average rating factor
'WARF' (currently 2799), an increase in the amount of defaulted
securities (currently 2% of the portfolio), an increase in the
proportion of securities from issuers rated Caa1 and below
(currently 10.6% of the portfolio).  These measures were taken
from the recent trustee report dated 19 October 2009.  Moody's
also performed a number of sensitivity analyses, including
consideration of a further decline in portfolio WARF quality.  Due
to the impact of all the aforementioned stresses, key model inputs
used by Moody's in its analysis, such as par, weighted average
rating factor, and weighted average recovery rate, may be
different from trustee's reported numbers.  

In addition to the quantitative factors that are explicitly
modelled, qualitative factors are part of the rating committee
considerations.  These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features, the collateral manager's track record, and
the potential for selection bias in the portfolio.  All
information available to rating committees, including
macroeconomic forecasts, input from other Moody's analytical
groups, market factors, and judgments regarding the nature and
severity of credit stress on the transactions, may influence the
final rating decision.  


LEVERAGED FINANCE: Moody's Cuts Rating on Class IV Notes to 'Caa3'
------------------------------------------------------------------
Moody's Investors Service took these rating actions on notes
issued by Leveraged Finance Europe Capital II B.V.  

  -- EUR7.1M Class I-A Senior Floating Rate Notes due 2020,
     Downgraded to Aa1; previously on Sept. 2, 2003 Definitive
     Rating Assigned Aaa

  -- EUR101.8M Class I-B Senior Floating Rate Notes due 2020,
     Downgraded to Aa1; previously on Sept. 2, 2003 Definitive
     Rating Assigned Aaa

  -- EUR38.5M Class II Senior Floating Rate Notes due 2020,
     Downgraded to Ba1; previously on March 4, 2009 Aa3 Placed
     Under Review for Possible Downgrade

  -- EUR10.7M Class III Mezzanine Floating Rate Notes due 2020,
     Downgraded to Caa1; previously on March 20, 2009 Downgraded
     to Ba3 and Remained On Review for Possible Downgrade

  -- EUR7.2M Class IV Mezzanine Floating Rate Notes due 2020,
     Downgraded to Caa3; previously on March 20, 2009 Downgraded
     to Caa1 and Remained On Review for Possible Downgrade

  -- EUR2.3M Class R Combination Notes due 2020, Downgraded to
     Caa1; previously on Sept. 2, 2003 Definitive Rating Assigned
     Baa2

This transaction is a managed cash leveraged loan collateralized
loan obligation with exposure to predominantly European senior
secured loans, as well as some mezzanine loan exposure (12.33%).  

The rating actions reflect Moody's revised assumptions with
respect to default probability and the calculation of the
diversity score as described in the press release dated
February 4, 2009, titled "Moody's updates key assumptions for
rating CLOs."  These revised assumptions have been applied to all
corporate credits in the underlying portfolio, the revised
assumptions for the treatment of ratings on "Review for Possible
Downgrade", "Review for Possible Upgrade", or with a "Negative
Outlook" being applied to those corporate credits that are
publicly rated.  

Moody's also notes that, for the purpose of monitoring this
transaction, a material proportion of the collateral pool consists
of debt obligations whose credit quality has been assessed through
Moody's credit estimates.  As credit estimates do not carry credit
indicators such as ratings reviews and outlooks, a stress of a
quarter notch-equivalent assumed downgrade was applied to each of
these estimates.  

According to Moody's, the rating actions taken on the notes are
also a result of credit deterioration of the underlying portfolio.  
This is observed through a decline in the average credit rating as
measured through the portfolio weighted average rating factor
'WARF' (currently 2663), an increase in the amount of defaulted
securities (currently 5.58% of the portfolio), an increase in the
proportion of securities from issuers rated Caa1 and below
(currently 2.95% of the portfolio), and a failure of Class IV par
value test.  These measures were taken from the recent trustee
report dated 30 October 2009.  Moody's also performed a number of
sensitivity analyses, including consideration of a further decline
in portfolio WARF quality.  Due to the impact of all the
aforementioned stresses, key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, and
weighted average recovery rate, may be different from trustee's
reported numbers.  

In addition to the quantitative factors that are explicitly
modelled, qualitative factors are part of the rating committee
considerations.  These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features and the collateral manager's track record.  
All information available to rating committees, including
macroeconomic forecasts, input from other Moody's analytical
groups, market factors, and judgments regarding the nature and
severity of credit stress on the transactions, may influence the
final rating decision.  


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


ABSOLUT BANK: Fitch Downgrades Issuer Default Rating to 'BB+'
-------------------------------------------------------------
Fitch Ratings has downgraded Russia-based Absolut Bank's Long-
term Issuer Default Rating to 'BB+' from 'BBB' and placed the
rating on Rating Watch Evolving.  A full list of rating actions is
provided at the end of this commentary.

The rating actions follow the recent announcement made by
Absolut's parent KBC Bank ('A'/Stable) that "Russia (Absolut Bank)
is considered "'non-core' in new strategy and will be divested".  
The downgrade reflects the likelihood that Absolut will not
benefit from support from KBC for the full duration of a long-term
rating horizon.  The Evolving Watch indicates the potential for
the rating to be either downgraded or upgraded following a sale,
depending on the creditworthiness of the buyer.

KBCB has indicated that it may try to sell Absolut from 2011, and
this timetable does not currently look unachievable to Fitch,
given the rapid ongoing reduction of non-equity funding from KBC
to Absolut and some signs of stabilization in the Russian economy
and banking sector.  Between end-2008 and end-November 2009, non-
equity funding provided by KBCB to Absolut fell to EUR1.5bn (still
a high 52% of liabilities) from EUR2.2bn as Absolut shrank its
balance sheet and also attracted customer deposits; a further
reduction in parent bank funding would likely make the eventual
sale of Absolut easier to achieve, in Fitch's view.

At the same time, in Fitch's view KBCB remains highly likely to
support Absolut in case of need pre-sale in light of: (1) the high
contagion risk for the group's CEE subsidiaries, and ultimately
for KBCB itself, of any default at Absolut; (2) Absolut's small
size (contributing around 1% of group assets), which reduces the
cost of potential support required; and (3) the still substantial
debt plus equity exposure of KBCB to Absolut, which would likely
need to be written off / severely written down in case of a
winding up of Absolut.

Absolut is a medium-sized Russian bank (among the largest 25 by
assets at end-Q309).  The bank rapidly expanded out of its core
region in Moscow into other regions in 2008, but has been
contracting its loan book and scaling down its plans since Q408
due to the financial crisis and KBCB's revised strategy in respect
to the Russian market.  Its main business has historically
consisted of corporate lending, but the bank has built up a retail
franchise, which comprised 40% of the gross loan book at end-Q309.  
Absolut is 95%-owned by Belgium-based KBCB.

According to Fitch's rating definitions, the Individual rating
reflects the standalone strength of a bank while the Support
rating reflects the probability of support from a major
shareholder and/or the government,

Rating actions:

  -- Long-term foreign currency IDR: downgraded to 'BB+' from
     'BBB'; placed on RWE

  -- Senior unsecured debt: downgraded to 'BB+' from 'BBB'; placed
     on RWE

  -- Short-term foreign currency IDR: downgraded to 'B' from 'F3'

  -- National Long-term rating: downgraded to 'AA(rus)' from
     'AA+(rus)'; placed on RWE

  -- Support rating: downgraded to '3' from '2'; placed on RWE

  -- Individual rating: affirmed at 'D/E'


BALTIC CONSTRUCTION: Under External Mngt Bankruptcy Procedure
-------------------------------------------------------------
The Arbitration Court of Moskovskaya has commenced external
management bankruptcy procedure on LLC Baltic Construction Company
41.  The Case is docketed under No. ?41.1412/09.

The External Insolvency Manager is:

         V. Podkorytov
         Office 21
         Building 6
         Ostapovskiy proezd 3
         109316 Moscow
         Russia

The Debtor can be reached at:

         LLC Baltic Construction Company 41
         Novomytishchinskiy prospect 82
         Mytishchi
         141018 Moskovskaya
         Russia


CHEREPOVETSKIY CONCRETE: Creditors Must File Claims by December 13
------------------------------------------------------------------
Creditors of LLC Cherepovetskiy Concrete Items Plant (TIN
3528068210, PSRN 1023501244392) have until December 13, 2009, to
submit proofs of claims to:

         L. Lushnikova
         Temporary Insolvency Manager
         Leningradskaya Str. 136
         Vologda
         160002 Vologodskaya
         Russia

The Arbitration Court of Vologodskaya will convene at 2:30 p.m. on
March 23, 2010, to hear bankruptcy supervision procedure.  The
case is docketed under Case No. ?13.13991/2009.

The Debtor can be reached at:

         LLC Cherepovetskiy Concrete Items Plant
         Krasnodontsev Str. 7/43
         Cherepovets
         162603 Vologodskaya
         Russia


DETCHINSKIY DAIRY: R. Obskov Named Temporary Insolvency Manager
---------------------------------------------------------------
The Arbitration Court of Moscow appointed R.Obskov as Temporary
Insolvency Manager for LLC Detchinskiy Dairy Plant (TIN
7703263574, PSRN 1027739313623).  The case is docketed under
Case No. ?40.107313/09.88-380B.  He can be reached at:

         Post User Box 2
         107045 Moscow
         Russia

The Debtor can be reached at:

         LLC Detchinskiy Dairy Plant
         Building 1
         Tishisnkaya Sq.1
         123056 Moscow
         Russia


KORNILOVSKIY FORESTRY: Creditors Must File Claims by December 13
----------------------------------------------------------------
Creditors of LLC Kornilovskiy Forestry (TIN 2908004116, PSRN
1062904009475) have until December 13, 2009, to submit proofs of
claims to:

         A. Gamichev
         Temporary Insolvency Manager
         Loginova Str. 17
         Arkhangelsk
         Russia

The Arbitration Court of Arkhangelskaya will convene at 2:00 p.m.
on April 1, 2010, to hear bankruptcy supervision procedure.  The
case is docketed under Case No. ?05.10959/2009.

The Debtor can be reached at:

         LLC Kornilovskiy Forestry
         Lesnaya Str. 21
         Dvinskoy
         Verkhnetoemskiy
         Arkhangelskaya
         Russia


KRESTETSKIY FORESTRY: S. Viktorov Named Insolvency Manager
----------------------------------------------------------
The Arbitration Court of Novgorodskaya appointed S. Viktorov as
Temporary Insolvency Manager for CJSC Krestetskiy Forestry (TIN
5305005355, PSRN 1025301589389).  The case is docketed under Case
No. ?44.4467/2009.  He can be reached at:

         Post User Box 429
         170100 Tver
         Russia

The Debtor can be reached at:

         CJSC Krestetskiy Forestry
         Lesnaya Str. 22
         Krestsy
         175461 Novgorodskaya
         Russia


LATNENSKIY REFRACTORY: Creditors Must File Claims by December 13
----------------------------------------------------------------
Creditors of LLC Latnenskiy Refractory Materials Plant (TIN
3628010077, PSRN 1053676502747) have until December 13, 2009, to
submit proofs of claims to:

         V. Mirnyy
         Temporary Insolvency Manager
         Post User Box 2963
         300002 Tula
         Russia

The Arbitration Court of Tulskaya will convene at 10:00 a.m. on
March 3, 2010, to hear bankruptcy supervision procedure.  The case
is docketed under Case No. ?68.10180/09.

The Debtor can be reached at:

         LLC Latnenskiy Refractory Materials Plant
         Normandiya-Neman Str. 37B
         Tula
         Russia


SARATOV DRILLING: Creditors Must File Claims by December 13
-----------------------------------------------------------
Creditors of LLC Saratov Drilling Company (TIN 6450921891, PSRN
1066450123519) have until December 13, 2009, to submit proofs of
claims to:

         A. Kruchinin
         Insolvency Manager
         Office 201
         Sakko I Ventsetti Str. 54/60
         410029 Saratov
         Russia

The Arbitration Court of Saratovskaya commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. ?57.21864/2009.

The Debtor can be reached at:

         LLC Saratov Drilling Company
         Moskovskaya Str. 42
         Saratov
         Russia


SARATOV-ELEKTRO: Creditors Must File Claims by December 13
----------------------------------------------------------
Creditors of CJSC Saratov-Elektro-Stroy (TIN 6452055214,PSRN
1026401184083) (Construction) have until December 13, 2009, to
submit proofs of claims to:

         A. Kruchinin
         Temporary Insolvency Manager
         Office 201
         Sakko I Ventsetti Str. 54/60
         410029 Saratov
         Russia

The Arbitration Court of Saratovskaya will convene at 2:50 p.m. on
February 3, 2009, to hear bankruptcy supervision procedure.  The
case is docketed under Case No. ?57.14649/2009.

The Debtor can be reached at:

         CJSC Saratov-Elektro-Stroy
         Chelyuskintsev Str. 116
         410600 Saratov
         Russia


SIB-STROY: Creditors Must File Claims by December 13
----------------------------------------------------
Creditors of LLC Sib-Stroy (TIN 3819016993, PSRN 1063819015490)
(Construction) have until December 13, 2009, to submit proofs of
claims to:

         L.Firyulin
         Insolvency Manager
         Post User Box 54
         664081 Irkutsk
         Russia

The Arbitration Court of Irkutskaya will convene on January 21,
2010, to hear bankruptcy proceedings. The case is docketed under
Case No. ?19.6261/09.63.

The Debtor can be reached at:

          LLC Sib-Stroy
          Seregina Str. 22-11
          Usolye-Sibirskoe
          Russia


UC RUSAL: Oleg Derispaka Downplays Hong Kong IPO Delay
------------------------------------------------------
Richard Milne and Neil Buckley in London at The Financial Times
report that Oleg Deripaska on Thursday insisted it was "no
problem" if the US$2 billion initial public offering of UC Rusal
was delayed into next year.

In an interview with the FT, Mr. Deripaska brushed off concerns
that the decision by the Hong Kong Stock Exchange to delay until
next week a crucial ruling on the listing could push the flotation
into 2010.

"No problem.  We have very good cash flow," the FT qouoted
Mr. Deripaska as saying.  He declined to comment further on the
timing of the IPO because of listing rules but said he was not
under pressure from its more than 70 creditor banks to list before
the end of the year, the FT notes.

The FT relates Rusal this week concluded a landmark restructuring
of its nearly US$17 billion debt owed to several dozen creditors
-- including US$7.4 billion owed to international banks -- with
Mr. Deripaska managing to retain his controlling stake, in a move
that paves the way for the IPO to go ahead.

As reported by the Troubled Company Reporter-Europe, Bloomberg
News said Rusal plans to sell a 10% stake in Hong Kong this year
to help repay more than US$14 billion of debt.

                           About Rusal

Headquartered in Moscow, Russia, United Co. RUSAL --
http://www.rusal.com/-- is among the world's top aluminum
producers, along with Rio Tinto Alcan and Alcoa.  Formed in 2000
from various parts of the old Soviet state apparatus, RUSAL
produces about 4 million tons of aluminum, 11 million tons of
alumina, and 6 million tons of bauxite.  Its aluminum business
include packaging and foil operations in addition to a network of
smelters.  Those Soviet spare parts were significantly augmented
in 2007 when the company merged with fellow Russian aluminum
producer Sual and Glencore's alumina unit.  RUSAL is majority
owned by Board member Oleg Deripaska, who had owned the company
completely prior to the merger.


UVAROVSKIY FORESTRY: Under External Mngt Bankruptcy Procedure
-------------------------------------------------------------
The Arbitration Court of Moskovskaya has commenced external
management bankruptcy procedure on CJSC Uvarovskiy Forestry (TIN
5028001740, PSRN 1025003471668).  The Case is docketed under No.
1025003471668.

The External Insolvency Manager is:

         A. Korovin
         Office 201
         Building 6
         Ostapovskiy Proezd 3
         109316 Moscow
         Russia

The Debtor can be reached at:

         CJSC Uvarovskiy Forestry
         Lesnaya Str. 1
         Uvarovka
         Mozhayskiy
         Moskovskaya
         Russia


* KIROV REGION: Fitch Affirms 'B' Long-Term Currency Ratings
------------------------------------------------------------
Fitch Ratings has affirmed the Russian region of Kirov's Long-term
foreign and local currency ratings at 'B', and affirmed the Short-
term foreign currency rating at 'B'.  The agency has
simultaneously upgraded the National Long-term rating to 'BBB+
(rus)' from 'BBB(rus)'.  The Outlooks for the Long-term ratings
are Stable.  

The National Rating upgrade reflects the region's improved
budgetary performance in 2006-2008 relative to national peers and
continued support over the medium term from the federal government
in the form of transfers and budget loans, which should keep the
operating margin at about 10% despite the economic downturn.  
However, the ratings also factor in the region's weaker-than-
national average economic profile, and an expected increase in the
region's debt and a deterioration in its 2009 budget performance
due to the national economic downturn.  

The Stable Outlooks capture Fitch's expectation that fiscal
discipline, a gradual economic recovery starting from 2010, and
continuing support from the federal budget should allow the region
to overcome the negative impact of the current economic downturn
and recover its budget performance.

Kirov's per capita gross regional product equalled 66% of the
national median in 2007.  The regional economy is mainly dependent
on a well-diversified processing industry, including
petrochemicals, metallurgy, and food production, and has a low tax
concentration, which makes it less vulnerable to negative shocks
in any one sector.

The region has a low fiscal capacity due to its weak economic
base, which is compensated by a steady flow of transfers from the
federal government (42% of operating revenue in 2008).  A high
dependence on federal transfers nonetheless limits the region's
budget revenue flexibility.  However, the federal transfers
underpinned the region's revenue proceeds in 2009, despite
worsened economic circumstances.  The region's administration
expects a 15% increase in operating revenue in 2009 in nominal
terms, driven by a 37% increase in federal transfers.

Kirov's budgetary performance has steadily improved since 2006.  
The operating balance was negative in 2004-2005 and gradually
expanded to 11% of operating revenue in 2008.  The economic
downturn in Russia should weaken the region's tax revenue proceeds
in 2009, although additional support from the federal budget would
support the operating balance at about 9-10% of operating revenue.

As of January 2009, the direct debt of the region totalled
RUB2.3 billion.  The region repaid all its outstanding debt in
October 2009.  However, it plans to get new loans from several
banks totalling RUB3 billion by end-2009 for deficit financing.  
Contingent risk had increased to a manageable RUB1.8 billion at
October 1, 2009, reflecting the region's active use of guarantees
as an instrument of local economy support amid the challenging
economic environment.  Fitch notes that a further increase of
contingent risk could lead to increased pressure on budget
expenditure.

The Kirov Region is located in the central part of the Russian
Federation, 900km to the east of Moscow.  The region accounted for
0.4% of Russia's GDP and 1% of its population in 2007.


* NOVGOROD REGION: Fitch Assigns 'BB-' Rating on RUB2.24BB Bonds
----------------------------------------------------------------
Fitch Ratings has assigned the Nizhniy Novgorod Region's
RUB2.24 billion domestic bond (ISIN RU000A0JQLD2) due December
2012 a final Long-term local currency rating of 'BB-' and National
Long-term rating of 'A+(rus)'.  The region is rated Long-term
foreign and local currency 'BB-' with Stable Outlook, Short-term
foreign currency 'B', and National Long-term 'A+(rus)' with Stable
Outlook.  

The bond has a fixed step-down coupon with a 13.25% initial rate.  
The principal will be amortized by 30% of the initial bond value
on 29 November 2010, and by another 30% of the initial value on 26
November 2011.  The remaining 40% of the initial value will be
redeemed on 2 December 2012.  The proceeds from the new bond will
be used to finance the region's budget deficit and to refinance
outstanding debt.  

The Nizhniy Novgorod Region is located in central Russian
Federation, contributing 1.7% of RF's gross domestic product in
2007 and accounting for 2.4% of the country's population.  


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


FORD MOTOR: Former Execs' Group Seeks to Trump Geely, Revises Bid
-----------------------------------------------------------------
People familiar with the situation told The Wall Street Journal's
Rick Carew in Hong Kong and Matthew Dolan in New York report that
a consortium led by former Ford director Michael Dingman and
former Ford and Chrysler LLC executive Shamel Rushwin submitted a
revised bid this week for Ford's Volvo unit in hopes of beating
out a rival offer by Zhejiang Geely Holding Group Co., one of
China's biggest auto makers.

Sources told the Journal the revised offer by the so-called Crown
consortium is fully funded and includes participation by Swedish
investors -- two adjustments aimed at making the offer more
attractive to Ford in the sale of the Swedish operation.

Ford chose Geely in October as its preferred bidder for Volvo, and
the two sides have been working on detailed elements of an
agreement, particularly over the rights to Volvo technology.

According to Dow Jones Newswires' Patricia Jiayi Ho and Jeff
Bennett on November 30, Geely said Friday it had reached a deal
with Ford on intellectual-property rights in its bid for Volvo.  
Dow Jones said an agreement with Ford would mark a significant
step forward in talks between Geely and Ford.

Dow Jones said resolving intellectual-property rights has been a
key stumbling block for U.S. auto makers Ford and General Motors
Co. in efforts to sell overseas brands to potential buyers from
China and Russia with ambitious industry-expansion plans of their
own.

"It's unclear how receptive Ford will be to the new Crown offer. A
company spokesperson declined to comment," the Journal says.

The Journal, citing one of the people familiar with the situation,
relates Geely is financing a roughly US$2 billon bid for Volvo
with a combination of cash, bank loans and funds from a small
number of investors.  That source said Geely's investors include a
government-owned fund based in Tianjin, China, and a relatively
well-known foreign investor.  Another source told the Journal
Geely has reached agreements for loans from Bank of China Ltd.,
China Construction Bank Corp. and Export-Import Bank of China.

The Journal says its sources declined to say the amount of Crown's
bid but described the bid as on par with the Geely offer.

The Crown consortium includes a China-focused merchant-banking
firm, the Balloch Group, which will help coordinate the group's
China strategy if it is successful, according to the Journal's
sources.   The Crown consortium also includes Roger Holtback, a
Volvo chief executive in the late 1980s.

                      About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The company provides financial
services through Ford Motor Credit Company.

                        *     *     *

As reported by the Troubled Company Reporter on November 4, 2009,
Moody's Investors Service upgraded the senior unsecured rating of
Ford Motor Credit Company LLC to B3 from Caa1.  This follows
Moody's upgrade of Ford Motor Company's corporate family rating to
B3 from Caa1, with a stable outlook.  Ford Credit's long-term
ratings remain on review for further possible upgrade.

On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford
Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'.

Ford Motor Co. carries a long-term issuer default rating of 'CCC',
with a positive outlook, from Fitch Ratings.


GENERAL MOTORS: Merbanco Out, Spyker In as Saab Suitor
------------------------------------------------------
John Reed and Andrew Ward at The Financial Times report that
Spyker, the Netherlands-based producer of premium sports cars,
said it was talking to General Motors Co. about buying its Saab
premium brand together with Convers Group, its biggest
shareholder.

According to the FT, industry analysts on Tuesday expressed
skepticism about Spyker's bid, given the potentially awkward fit
of a top-end niche producer with a high-volume, lossmaking
carmaker like Saab.

Reuters reports Merbanco Merchant Banking president and chief
executive Christopher Johnston said the Wyoming-based private
investment firm is out as a bidder for Saab.  Reuters says
GM informed Mr. Johnston on Tuesday that Merbanco was out after a
board meeting in which Saab's future was discussed.  "We were
disappointed to learn we were not invited to move forward in our
efforts for Saab," Mr. Johnston said in an email to Reuters.

                         Loan Guarantees

The FT relates Sweden's government on Tuesday reaffirmed its
willingness to offer loan guarantees to help potential owners keep
Saab afloat, provided manufacturing remained in the country.  The
company employs 3,400 people at its sole assembly plant in
Trollhattan, south-west Sweden, and thousands more have jobs that
depend on the brand, the FT discloses.

As reported by the Troubled Company Reporter-Europe, Bloomberg
News said GM may shut Saab after Koenigsegg Group AB dropped a bid
Nov. 24.  Bloomberg disclosed GM could also decide to keep Saab.

According to an article by Chris Paukert posted at Autoblog.com,
Fritz Henderson's dismissal could stem from his apparent desire to
close Saab, a viewpoint that was evidently not shared by the rest
of GM's board.  "We suspect there were a whole host of issues that
led to Henderson's resignation, but it's likely that GM's trustees
would prefer to offload the brand rather than incur substantial
shutdown costs," according to Mr. Paukert.  "Call it a 'potential
contributing factor,' if you will," Mr. Paukert said.

The Troubled Company Reporter, citing Bloomberg News, on Thursday
said Mr. Henderson resigned after directors concluded he hadn't
done enough to fix the finances and culture of the biggest U.S.
Automaker.  According to Bloomberg, the board gave Mr. Henderson,
51, a 100-day review on his performance since GM's bankruptcy
exit.  Bloomberg said its source asked not to be identified
because the discussions were private.  While Mr. Henderson made
progress, it wasn't enough, said the source, who didn't have
specifics about the evaluation.

                       About General Motors

General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908.  With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries.  GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling.  GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany.  GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.

GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code.  Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.

At September 30, 2009, GM had US$107.45 billion in total assets
against US$135.60 billion in total liabilities.

                    About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


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


BORDERS UK: Closing Down Sales Start; MCR Seeks Buyer for Assets
----------------------------------------------------------------
Philip Duffy, Geoff Bouchier and David Whitehouse of MCR were
appointed as joint administrators of Borders (UK) Limited on
November 26, 2009.  All Administrators are licensed by the
Insolvency Practitioners' Association.

The affairs, business and property of the Company are being
managed by the Administrators, who act as agents of the Company
and without personal liability.  The role of the Administrator is
to deal with the business and assets of the insolvent estate.

                    Trading/Sale Update

Following their appointment, the Administrators have undertaken a
review of the Company's business and operations in the context of
an Administration.

On November 27, 2009, MCR announced closing down sales at all of
the Company's 45 retail stores.

The Administrators are now pursuing parallel Administration
strategies -- continuing to seek a purchaser for the business and/
or assets of the Company, while conducting store closing down
sales.

Considerable interest has been expressed either in the business
and/or certain stores and this interest is actively being pursued
by the Administrators.

Any Interested Parties should forward an email to
borders@mcr.uk.com including 'Interested Party' in the subject
line.

                 Statutory Administration Process

A detailed report containing the Administrators proposals will be
sent to all creditors within ten weeks from the date of
appointment.

All completed proof of debts should be forwarded to MCR 11 St
James Square, Manchester, M2 6DN.

A copy of the proof of debt form can be downloaded from the MCR
Web site at http://www.mcr.uk.com/

The Administrators will continue to deal with the business &
assets of the Company to realize funds to distribute to creditors
in the prescribed order of priority as set out in the Insolvency
Act 1986.

Broadly, the order of priority for creditor claims is:

     (1) Preferential Creditors (certain categories of employee
         claims)

     (2) Prescribed Part distribution to Unsecured Creditors
         (includes customers, suppliers and residual employee
         claims) this is capped at GBP600,000 in accordance with
         the IA86 to share equally between ALL unsecured
         creditors.

     (3) The Secured Lenders (who have registered charges over the
         Company or its assets)

     (4) Unsecured Creditors (includes customers, suppliers and
         residual employee claims)

Borders UK Ltd. -- http://www.borders.co.uk/-- offers books,
magazines, music, and DVDs through some 40 Borders stores
throughout the UK.  Borders (UK) Ltd has 45 branded Borders and
Books Etc stores across the UK.


CANDOVER INVESTMENTS: To Terminate EUR3 Billion Buy-Out Fund
------------------------------------------------------------
Martin Arnold at The Financial Times reports that Candover
Investments plc has agreed with investors to terminate the EUR3
billion (GBP2.73 billion) buy-out fund it raised last year.

According to the FT, Candover, which is invested in UK betting
group Gala Coral and Dutch engineering group Stork, is expected to
announce as early as today, Dec. 4, that the five-year investment
window on its latest buy-out fund is to be terminated prematurely.

The FT relates the EUR3 billion fund, which Candover raised amid
great fanfare last year, has been suspended since the group.s
listed arm found itself unable to meet its own EUR1 billion
commitment in April.  The suspension period expires at midnight
today, the FT says.

The FT notes that while Candover's advisory committee, made up of
its biggest investors, has decided to terminate the fund, the move
still needs approval from all investors.

Candover Investments PLC -- http://www.candoverinvestments.com/--  
is an investment trust listed on the London Stock Exchange since
1984.  It invests in buyouts across Europe via funds managed by
its wholly owned subsidiary, Candover Partners, a European private
equity house.

As well as investing money on behalf of Candover Investments plc,
Candover raises substantial funds for buyout investment from third
parties such as pension funds, insurance companies, endowments,
charities and other professional investors.


CHELSEA BUILDING: Agrees to Merge with Yorkshire Building
---------------------------------------------------------
The Boards of Chelsea Building Society and Yorkshire Building
Society have announced that they have agreed to merge, creating a
second major force in the building society sector.

The enlarged Society will have assets of GBP35 billion, providing
a competitive and secure alternative to the retail banks.  With
2.7m members and a national network of 178 branches, the merged
Society will focus on the traditional building society business of
residential mortgages and savings and will be principally retail
funded.  The enlarged Society will be known as Yorkshire Building
Society with the Chelsea Building Society name retained and
operated as a separate and distinct brand within the Yorkshire.
The merger is subject to the approval of eligible members from
both societies and confirmation by the FSA; it is expected to
complete on 1 April 2010.

Member benefits

    * Members of both societies will continue to benefit from
      being part of an independent mutual, with savers and
      borrowers having the security and stability provided by the  
      Yorkshire, the UK's 2nd largest building society

    * The merger creates a strong mutual of greater scale,
      improved efficiency and better market positioning that will
      be well placed to deliver greater value to its members

    * The enlarged Society will continue to be owned and run for
      the benefit of its members, offering good value products and
      excellent customer service

    * Branches will remain in all communities where either Chelsea
      or the Yorkshire currently have a presence

    * There will be a commitment to continue community activities
      throughout the UK

    * Dual Financial Services Compensation Scheme protection (up
      to GBP50,000 per individual) will be retained for eligible
      savers who have accounts with both Chelsea and the Yorkshire
      immediately before completion of the merger (until 30
      December 2010)

    * There will be a commitment to maintain a high level of
      member engagement in the operation of the enlarged Society.

Over the next few weeks a full merger pack will be sent to all
eligible members detailing the different ways to vote on the
proposed merger.

Eligible Chelsea members will be able to vote on the proposed
merger at a Special General Meeting of Chelsea to be held at the
ICC in Birmingham on Friday, January 22, 2010 at 2:30 p.m.  
Chelsea members will need to vote in favor of the proposed merger
if it is to go ahead.

Chelsea Building Society -- http://www.thechelsea.co.uk--  is  
among the 10 largest of the UK's building societies (mutually
owned financial services companies -- there are about 60 in the
country).  The firm offers residential mortgages, personal and
homeowners insurance, and a variety of savings and investment
accounts.  Chelsea Building Society's has approximately 35
branches located mainly in South England (though the company lends
nationwide).  Chelsea Building Society was founded in 1875 as the
London & Camberwell Building Society.  In 2008 it acquired the
mortgage and savings portfolio of mutual society The Catholic.


CHELSEA BUILDING: Moody's Puts 'E+' Bank Strength Rating on Review
------------------------------------------------------------------
Moody's Investor Service has affirmed the Baa1/Prime-2/D+ deposit
and financial strength ratings of Yorkshire building society,
following the announcement that Yorkshire is to merge with Chelsea
in a transaction that is expected to be concluded on 1st April
2010.  Moody's has also placed on review for possible upgrade the
Baa3/Prime-3/E+ bank deposit and financial strength ratings of
Chelsea building society.  In the same rating action, the Caa3
subordinated debt ratings of Chelsea were placed on review for
possible downgrade.  

In affirming the ratings of Yorkshire, Moody's said that the
society's overall post-acquisition profile will have gained in
size and scale, in addition to a broader geographical
diversification in terms of branch networks.  While the legal
entity of Chelsea is expected to be folded into Yorkshire, its
branch network will retain its separate brand.  Importantly, the
terms of the merger include the exchange of the full
GBP200 million outstanding principal amount of Chelsea's
subordinated debt for GBP100 million of subordinated lower Tier 2
convertible notes to be issued by Yorkshire at the time of the
merger.  The convertible notes which will rank pari passu with
other subordinated debt, will convert into profit participating
deferred shares if Yorkshire's core Tier 1 capital falls below 5%.  
The exchange will lead to an upfront addition to core Tier 1
capital for the Yorkshire of approximately GBP114 million
strengthening the core Tier 1 of the combined entity.  After post-
tax fair value adjustments to Chelsea's loan portfolio of
approximately GBP200 million the core Tier 1 of the enlarged group
is expected to be 10.2%.  Moreover, Moody's notes that funding
will remain solid and consistent with Yorkshire's current prudent
liquidity management, whilst being supported by additional long
term funding through HM treasury's Credit Guarantee Scheme as well
as the Bank of England's Special Liquidity Scheme.  

Nevertheless, Moody's commented that the transaction involves
notable execution risk, in terms of integrating and managing the
operations of Chelsea, particularly as Yorkshire has little
experience in managing a buy-to-let portfolio.  Furthermore,
potential losses arising from Chelsea's loan book -- in addition
to those arising from Yorkshire -- remain a cause of concern.  

Commenting on the capital exchange and the review for possible
downgrade on the subordinated debt of Chelsea, Moody's noted that
the transaction will be considered a "distressed exchange" as
under an alternative worst case scenario leading to a possible
break up of Chelsea, the investors in these subordinated
instruments would have very low levels of recovery on their
investments.  The review of these instruments will focus on the
level of expected loss estimated under a "distressed exchange"
scenario once the exchange is completed.  

The negative outlook on Yorkshire reflects Moody's concern on the
continuous negative pressure on the asset quality of both
societies, as well as integration risks associated with the merger
of a much a weaker society into its operations -- both of which
are likely to result in increased pressure on profitability.  

The last rating action on Yorkshire was on April 14, 2009 when its
debt and deposit ratings were downgraded from Baa1 from A2 and its
BFSR was downgraded to D+ from C.  The last rating action on
Chelsea was on July 3, 2009 when its subordinated ratings were
downgraded from Caa1 to Caa3.  

Chelsea Building Society, headquartered in Cheltenham, U.K., and
had total assets of GBP13 billion as at end-June 2009.  Yorkshire
Building Society is headquartered in Bradford, U.K, and had total
assets of GBP22 billion as at end-June 2009.  With combined total
assets of GBP35 billion, the combined entity would be the second
largest Building Society in the United Kingdom.  


CHELSEA BUILDING: Fitch Junks Ratings on Subordinated Notes
-----------------------------------------------------------
Fitch Ratings has affirmed Yorkshire Building Society's Long-term
Issuer Default Rating at 'A-' and placed Chelsea Building
Society's Long-term IDR of 'BBB+' on Rating Watch Positive
following the societies' announcement that they intend to merge.  
Fitch has also placed Chelsea's covered bond rating of 'A' on RWP
following the actions.  This rating action has no implications for
YBS's covered bond rating of 'AAA'.

Fitch has additionally placed Chelsea's Individual Rating of 'C',
Support Rating Floor of 'BB' and senior unsecured rating of 'BBB+'
on RWP.  Chelsea's subordinated notes have been downgraded to 'CC'
from 'BBB-' and removed from Rating Watch Negative.  The agency
has affirmed all of YBS and Chelsea's other ratings.  A full
rating breakdown is provided at the end of this comment.

The rating action reflects the merger announcement by the
societies.  The RWP on Chelsea's ratings reflects its potentially
stronger credit position under the merger deal.  As Fitch has
previously indicated, a merger with a stronger institution was one
of Chelsea's potential options, especially because of its weaker
capital and earnings generation compared with immediate peers.  

The affirmation of YBS's ratings and the Stable Outlook on its
Long-term IDR reflects Fitch's view that the enlarged society will
not be materially weakened by the addition of Chelsea's assets,
liabilities and equity.  Fitch believes that YBS will continue to
benefit from sound funding and good capitalization and should be
able to improve operating profitability over the medium-term, even
if the near-term is likely to remain challenging.  The ratings
also take into account the weaker asset quality of the enlarged
society, although asset quality has stabilized during Q309.  The
agency believes that the larger entity should be able to achieve
economies of scale in lending and fee-earning products if its
proposed 'multibrand' strategy is successful.  Fitch estimates
that the merger would result in a combined Fitch core capital
ratio of around 10% at end-2009, which is below YBS's current
level of capitalization, but is considered solid.

Under the merger's terms, GBP200 million of Lower Tier 2
subordinated notes issued by Chelsea will be exchanged for GBP100m
Lower Tier 2 instruments convertible into Profit Participating
Deferred Shares.  A conversion into PPDS will take place if the
core Tier 1 capital ratio of the enlarged society falls below 5%
during the extended fifteen year term of the securities.  Since
these instruments have not been issued yet, Fitch has not assigned
them a rating or given any equity credit.  The agency notes that
YBS's core Tier 1 ratio of 11.1% at end-June 2009 will fall after
the merger with Chelsea, which reported a core Tier 1 ratio of
8.8% at the same date.  Given the circumstances under which this
exchange will occur, and the nature of the exchange itself, Fitch
views it as a Coercive Debt Exchange and has accordingly lowered
Chelsea's Lower Tier 2 subordinated notes to 'CC' from 'BBB-'.  As
an exception to Fitch's CDE criteria, the agency has, however, not
placed Chelsea's Long-term IDR on 'RD', given the ongoing
potential for external support for senior creditors as expressed
in the Support Rating Floor of 'BB', which has been placed on RWP.  
The affected securities are subordinated and are also a relatively
small part of Chelsea's overall liabilities base.  If the merger
is completed successfully, Fitch is likely to align Chelsea's
ratings with YBS's ratings and simultaneously withdraw them.  

The merger between YBS and Chelsea would create the UK's second-
largest building society with a balance sheet of GBP35bn.  The
combined branch network would improve YBS's nationwide franchise.  
The chief executive and chairman of YBS will remain in the same
positions in the combined group.  Subject to the approval of
eligible members of both societies and confirmation by the FSA,
the merger is expected to be completed on 1 April, 2010.

The current 'BBB+' probability of default rating for Chelsea's
covered bonds is equalized with the issuer's IDR, as expressed
through the programme's Discontinuity Factor of 100%.  The current
contractual asset percentage of 84.0% provides for over 91%
recoveries under the agency's 'A' stress scenarios, which leads to
the uplift of two notches to the 'A' covered bond rating.  All
else being equal, an upgrade of the IDR would directly translate
into a higher PD rating for Chelsea's covered bonds.  The covered
bonds rating could further incorporate up to two additional
notches depending on the level of recoveries provided by the
applicable AP at the corresponding rating level.  

The rating actions are:

Yorkshire Building Society:

  -- Long-term IDR affirmed at 'A-'; Outlook Stable

  -- Short-term IDR affirmed at 'F2'

  -- Individual rating affirmed at 'B/C'

  -- Support Rating affirmed at '3'

  -- Support Rating Floor affirmed at 'BB+'

  -- Senior unsecured notes affirmed at 'A-'

  -- Lower Tier 2 subordinated notes affirmed at 'BBB'

  -- Permanent interest-bearing shares affirmed at 'BBB-'

  -- Senior unsecured notes (UK guaranteed) affirmed at Long-term  
     'AAA'; Short-term 'F1+'

Chelsea Building Society:

  -- Long-term IDR: 'BBB+'; placed on RWP

  -- Short-term IDR affirmed at 'F2'

  -- Individual Rating: 'C'; placed on RWP

  -- Support Rating affirmed at '3'

  -- Support Rating Floor: 'BB'; placed on RWP

  -- Senior unsecured notes: 'BBB+'; placed on RWP

  -- Lower Tier 2 subordinated notes downgraded to 'CC' from 'BBB-
     '; removed from RWN

  -- Covered bonds: 'A'; placed on RWP


DUBAI WORLD: Bank Lenders Form Group, Tap KPMG as Advisors
----------------------------------------------------------
Dow Jones Newswires' Ainsley Thomson reports that Dubai World's
creditors on Wednesday began formulating a plan for negotiating a
restructuring of the conglomerate's debt to lenders and bond
holders.

People familiar with the situation told Dow Jones KPMG LLP is
expected to be appointed this week to advise the interests of the
lenders.  Sources also told Dow Jones a steering committee of
lenders representing certain creditor banks is also expected to be
appointed this week.

Dow Jones also relates Neil Cuthbert, Esq., Middle East managing
partner at law firm Denton Wilde Sapte, is acting for a number of
Dubai World's creditors.  According to Dow Jones, Mr. Cuthbert
said the company's loans and sukuks are governed by English law.

Dow Jones says this means if Dubai World defaults, creditors are
able to obtain a judgment from a U.K. court.  They could use that
decision to claim the company's assets located outside the U.A.E.
and try and enforce their security over assets within that
country.

However, enforcing securities located in Dubai requires going
through U.A.E. courts, Mr. Cuthbert said, according to Dow Jones.  
"The prospect of litigation against quasi-government companies in
this part of the world is difficult," he said.

"Ultimately, the creditors want to get their money back and if
they can agree standstill with a longer-term restructuring and
perhaps security over some assets, it would be in their interests.
A fire sale of assets now would see them realize a third of what
they paid for them," he said, according to Dow Jones.

The Troubled Company Reporter, citing The Wall Street Journal and
Bloomberg News, ran a story last week about Dubai World seeking a
six-month standstill on its debt obligations.  In a statement
obtained by the Journal and Bloomberg, the government of Dubai
said it would restructure Dubai World and has appointed Deloitte
LLP to lead the restructuring effort, naming an executive at the
consultancy as the group's "chief restructuring officer."

The standstill will immediately affect US$3.52 billion of Islamic
bonds due December 14 from the Company's property unit Nakheel
PJSC.

The Wall Street Journal's Cassell Bryan-Low reports that Dubai
World on Tuesday said it was seeking to restructure US$26 billion
in debt, of which about US$6 billion is related to Nakheel, and
would ask for a six-month standstill on debt payments.

                       About Dubai World

Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer
in global investments.  As a holding company it operates a highly
diversified spectrum of industrial segments and plays a major role
in the emirate's rapid economic growth.  Dubai World's investment
spans four strategic growth areas of 21st Century commerce namely,
Transport & Logistics, Drydocks & Maritime, Urban Development and
Investment & Financial Services.  Dubai World's portfolio includes
DP World, one of the largest marine terminal operators in the
world; Drydocks World & Dubai Maritime City designed to turn Dubai
into a major ship-building and maritime hub; Economic Zones World
which operates several free zones around the world including Jafza
and TechnoPark in Dubai; Nakheel the property developer behind
iconic projects such as The Palm Islands and The World among
others; Limitless the international real estate master planner
with current development projects in various parts of the world;
Leisurecorp a global sports and leisure investment group,
reshaping the industry by unlocking value across investment,
development and brand opportunities; Dubai World Africa which
oversees the regional development and portfolio of investments in
the African continent; and Istithmar World, the group's investment
arm that has a global footprint in finance, capital, leisure,
aviation and various other business ventures.

The Sun Never Sets on Dubai World, its Web site says.


DUBAI WORLD: Taps Clifford Chance for Advice, Am Law Says
---------------------------------------------------------
Zach Lowe at The American Lawyer says Clifford Chance has scored
the starring role as lead adviser to Dubai World, a longtime firm
client, according to two sources familiar with the matter who
verified the accuracy of the report in the U.K.-based publication
Legal Week.  Mr. Lowe says Clifford Chance declined to confirm
that it is representing Dubai World.

Meanwhile, London-based Ashurst is advising a group of noteholders
who control about 25% of Dubai World's Nakheel's debt, Mr. Lowe
relates, citing Bloomberg News and Jo Shepherd, a firm
spokeswoman.  

The Troubled Company Reporter, citing The Wall Street Journal and
Bloomberg News, ran a story last week about Dubai World seeking a
six-month standstill on its debt obligations.  In a statement
obtained by the Journal and Bloomberg, the government of Dubai
said it would restructure Dubai World and has appointed Deloitte
LLP to lead the restructuring effort, naming an executive at the
consultancy as the group's "chief restructuring officer."

The standstill will immediately affect US$3.52 billion of Islamic
bonds due December 14 from the Company's property unit Nakheel
PJSC.

The Wall Street Journal's Cassell Bryan-Low reports that Dubai
World on Tuesday said it was seeking to restructure US$26 billion
in debt, of which about US$6 billion is related to Nakheel, and
would ask for a six-month standstill on debt payments.

The TCR, Mr. Bryan-Low, on Monday reported about Ashurst's
involvement.  Mr. Bryan-Low said a group of about 15 or 20
bondholders of Nakheel, Dubai World's real-estate subsidiary, have
come together to explore their options after suffering huge
losses.  The Journal said the group is being spearheaded by New
York-based hedge fund QVT Financial LP and includes hedge funds
and other money managers in New York and London.

Mr. Lowe relates Partners Matt McDonald and Abradat Kamalpour are
leading the Ashurst team on the matter.

Mr. Lowe also relates Allen & Overy is advising a consortium of
large commercial banks that lent money to Dubai World and its
subsidiaries, according to two sources with knowledge of the
situation.  Royal Bank of Scotland Group has been the largest
underwriter of Dubai World loans, and HSBC Holdings has the most
at risk in any large-scale Dubai World default, Mr. Lowe cited
Bloomberg News.

According to Mr. Lowe, "One veteran Dubai-based lawyer at an Am
Law 100 firm we spoke to tells us the situation is as busy as you
would expect. The lawyer, who asked to remain anonymous because
his firm is seeking to represent some Dubai World creditors, says
those creditors are calling their regular outside counsel to
inquire about their options in various scenarios. Firms are
scrambling to nail down clients, the source tells us."

Mr. Lowe says, "That got us (and our editors) wondering how much
business this restructuring will provide the firms that rushed
into Dubai during the recent boom times."

Mr. Lowe relates that since 2007, a pile of Am Law 100 firms have
opened offices in Dubai, including:

     -- King & Spalding;
     -- Weil, Gotshal & Manges;
     -- Bracwell & Giuliani;
     -- Kilpatrick Stockton (which closed its London office
        shortly after opening in Dubai);
     -- Chadbourne & Parke; and
     -- Reed Smith, which also hired Dubai World's former general
        counsel in November 2007.

Other firms, including Fulbright & Jaworski, beefed up their Dubai
offices shortly before the global economy collapsed, Mr. Lowe
adds.

WSJ's Bryan-Low relates that with no precedent in the United Arab
Emirates for a restructuring of Dubai World's size, and its
government ownership, creditors are in the dark as to how the
process may work.  Mr. Bryan-Low says as a result, investors will
be watching events related to the Nakheel bonds for a road map for
future restructurings in the region.

According to Mr. Bryan-Low, Julian Lim, a bond analyst at Nomura
Holdings in London, said bond holders are in a weak legal
position.  As a result, Mr. Lim said bondholders potentially could
recoup less than 50 cents on the dollar.

                       About Dubai World

Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer
in global investments.  As a holding company it operates a highly
diversified spectrum of industrial segments and plays a major role
in the emirate's rapid economic growth.  Dubai World's investment
spans four strategic growth areas of 21st Century commerce namely,
Transport & Logistics, Drydocks & Maritime, Urban Development and
Investment & Financial Services.  Dubai World's portfolio includes
DP World, one of the largest marine terminal operators in the
world; Drydocks World & Dubai Maritime City designed to turn Dubai
into a major ship-building and maritime hub; Economic Zones World
which operates several free zones around the world including Jafza
and TechnoPark in Dubai; Nakheel the property developer behind
iconic projects such as The Palm Islands and The World among
others; Limitless the international real estate master planner
with current development projects in various parts of the world;
Leisurecorp a global sports and leisure investment group,
reshaping the industry by unlocking value across investment,
development and brand opportunities; Dubai World Africa which
oversees the regional development and portfolio of investments in
the African continent; and Istithmar World, the group's investment
arm that has a global footprint in finance, capital, leisure,
aviation and various other business ventures.

The Sun Never Sets on Dubai World, its Web site says.


ESCADA UK: Enters Into Administration; Mittal Trust Buys Business
-----------------------------------------------------------------
Esther Bintliff at The Financial Times reports that Escada UK has
entered administration.

According to the FT, Escada UK was immediately sold to Escada UK
Subco Limited, a wholly owned subsidiary of the Mittal Trust, in a
pre-pack administration.  KPMG, the administrators, declined to
specify the price, the FT says.

"Given the inseparable nature of Escada UK and Escada AG, the
offer from Mittal Trust represented the best deal for creditors of
Escada UK," the FT quoted Jane Moriarty, a joint administrator at
KPMG, as saying on Thursday.

Escada UK had turnover of just under GBP10 million (US$17 million)
last year and had been lossmaking in each of the past three years,
the FT discloses.

Escada UK is a subsidiary of Escada AG, which filed for
administration in August.


HABITAT UK: Management, Hilco Front-Runners to Buy Business
-----------------------------------------------------------
Helen Power and Marcus Leroux at The Times report that Habitat UK
Limited is set to have a new owner as soon as next week, with its
management team, led by Mark Saunders, and Hilco, the
restructuring specialist, front-runners to buy it.

The report recalls the Kamprad family of Sweden, heirs to the Ikea
fortune, put Habitat up for sale in October after years of losses.  
The retailer has not reported a profit since the end of its 2004-
2005 trading year, the report relates.

According to the report, a number of bidders are understood to
have submitted formal offers to Lazard, the investment bank that
has been appointed to sell Habitat.  The report notes Habitat has
been one of a number of businesses that were hit hard when credit
insurers pulled cover from a number of companies in the retail
sector this year.

The report says that while the management would pursue a three-
year turnaround plan that would keep existing stores open, Hilco
is more likely to break the business up.  It is thought Hilco is
willing to pay more for Habitat, the report notes.

Habitat UK Limited -- http://www.habitat.net-- offers furniture,  
kitchenware, textiles, and decorative accessories from more than
30 countries.  It vends its wares through 70-plus stores in the
UK, France, Germany, and Spain, as well as online and via catalog.
In addition to these outlets, Habitat has retail distribution
partners in about 15 other countries in Europe and the
Asia/Pacific region.  The company also sells ready-to-hang artwork
through its Art on Demand Web site.  Founded in 1964, Habitat is
controlled by the Ikano Group, a holding company owned by IKEA
founder Ingvar Kamprad and his family.


MG ROVER: PVH Pays Back GBP3 Million to Liquidator
--------------------------------------------------
BBC News reports that Phoenix Venture Holdings, the firm owned by
the ex-bosses of MG Rover, has paid back GBP3 million to the
liquidator almost five years after the car maker's collapse.

The report relates the parties agreed to an out-of-court
settlement after investigations by inspectors and liquidators.

The report recalls when the so-called Phoenix Four were in charge
of MG Rover, some of the car maker's assets were effectively
transferred to PVH.

                           About MG Rover

Headquartered in Birmingham, United Kingdom, MG Rover Group
Limited -- http://www1.mg-rover.com/-- produced automobiles under
the Rover and MG brands, together with engine maker Powertrain
Ltd.  Previously owned by Phoenix Venture Holdings, the company
faced huge losses in recent years, reaching GBP64.1 million in
2004, which were blamed on reduced sales.

MG Rover collapsed on April 8, 2005, after a tie-up with China's
largest carmaker, Shanghai Automotive Industry Corp., failed to
materialize.  Ian Powell, Tony Lomas and Rob Hunt, partners in
PricewaterhouseCoopers, were appointed as joint administrators.
The crisis left 6,000 people jobless, and caused a domino effect
on related businesses, particularly in the West Midlands.  Days
later, eight European subsidiaries -- MG Rover Deutschland GmbH;
MG Rover Nederland B.V.; MG. Rover Belux S.A./N.V.; MG Rover
Espana S.A.; MG Rover Italia S.p.A.; MG Rover Portugal-
Veiculos e Pecas LDA; Rover France S.A.S., and Rover Ireland
Limited -- were placed into administration.


YORKSHIRE BUILDING: Agrees to Merge with Chelsea Building
---------------------------------------------------------
The Boards of Chelsea Building Society and Yorkshire Building
Society have announced that they have agreed to merge, creating a
second major force in the building society sector.

The enlarged Society will have assets of GBP35 billion, providing
a competitive and secure alternative to the retail banks.  With
2.7m members and a national network of 178 branches, the merged
Society will focus on the traditional building society business of
residential mortgages and savings and will be principally retail
funded.  The enlarged Society will be known as Yorkshire Building
Society with the Chelsea Building Society name retained and
operated as a separate and distinct brand within the Yorkshire.
The merger is subject to the approval of eligible members from
both societies and confirmation by the FSA; it is expected to
complete on 1 April 2010.

Member benefits

    * Members of both societies will continue to benefit from
      being part of an independent mutual, with savers and
      borrowers having the security and stability provided by the  
      Yorkshire, the UK's 2nd largest building society

    * The merger creates a strong mutual of greater scale,
      improved efficiency and better market positioning that will
      be well placed to deliver greater value to its members

    * The enlarged Society will continue to be owned and run for
      the benefit of its members, offering good value products and
      excellent customer service

    * Branches will remain in all communities where either Chelsea
      or the Yorkshire currently have a presence

    * There will be a commitment to continue community activities
      throughout the UK

    * Dual Financial Services Compensation Scheme protection (up
      to GBP50,000 per individual) will be retained for eligible
      savers who have accounts with both Chelsea and the Yorkshire
      immediately before completion of the merger (until 30
      December 2010)

    * There will be a commitment to maintain a high level of
      member engagement in the operation of the enlarged Society.

Over the next few weeks a full merger pack will be sent to all
eligible members detailing the different ways to vote on the
proposed merger.

Eligible Chelsea members will be able to vote on the proposed
merger at a Special General Meeting of Chelsea to be held at the
ICC in Birmingham on Friday, January 22, 2010 at 2:30 p.m.  
Chelsea members will need to vote in favor of the proposed merger
if it is to go ahead.

Yorkshire Building Society -- http://www.ybs.co.uk-- provides  
mortgages, savings, personal loans, and share plans.  The fourth-
largest building society in the country, it also offers insurance,
including mortgage-payment and related coverage, home and
buildings insurance, and travel insurance, as well as term
assurance.  Yorkshire Building Society is one of Britain's largest
mutually owned financial institutions and has more than 135
offices throughout the country.  The company owns over GBP14
billion in assets under management.  The society was established
in 1864 as the Huddersfield Equitable Permanent Benefit Building
Society. Yorkshire is in merger talks with Chelsea Building
Society.


YORKSHIRE BUILDING: Moody's Affirms 'D+' Financial Strength Rating
------------------------------------------------------------------
Moody's Investor Service has affirmed the Baa1/Prime-2/D+ deposit
and financial strength ratings of Yorkshire building society,
following the announcement that Yorkshire is to merge with Chelsea
in a transaction that is expected to be concluded on 1st April
2010.  Moody's has also placed on review for possible upgrade the
Baa3/Prime-3/E+ bank deposit and financial strength ratings of
Chelsea building society.  In the same rating action, the Caa3
subordinated debt ratings of Chelsea were placed on review for
possible downgrade.  

In affirming the ratings of Yorkshire, Moody's said that the
society's overall post-acquisition profile will have gained in
size and scale, in addition to a broader geographical
diversification in terms of branch networks.  While the legal
entity of Chelsea is expected to be folded into Yorkshire, its
branch network will retain its separate brand.  Importantly, the
terms of the merger include the exchange of the full
GBP200 million outstanding principal amount of Chelsea's
subordinated debt for GBP100 million of subordinated lower Tier 2
convertible notes to be issued by Yorkshire at the time of the
merger.  The convertible notes which will rank pari passu with
other subordinated debt, will convert into profit participating
deferred shares if Yorkshire's core Tier 1 capital falls below 5%.  
The exchange will lead to an upfront addition to core Tier 1
capital for the Yorkshire of approximately GBP114 million
strengthening the core Tier 1 of the combined entity.  After post-
tax fair value adjustments to Chelsea's loan portfolio of
approximately GBP200 million the core Tier 1 of the enlarged group
is expected to be 10.2%.  Moreover, Moody's notes that funding
will remain solid and consistent with Yorkshire's current prudent
liquidity management, whilst being supported by additional long
term funding through HM treasury's Credit Guarantee Scheme as well
as the Bank of England's Special Liquidity Scheme.  

Nevertheless, Moody's commented that the transaction involves
notable execution risk, in terms of integrating and managing the
operations of Chelsea, particularly as Yorkshire has little
experience in managing a buy-to-let portfolio.  Furthermore,
potential losses arising from Chelsea's loan book -- in addition
to those arising from Yorkshire -- remain a cause of concern.  

Commenting on the capital exchange and the review for possible
downgrade on the subordinated debt of Chelsea, Moody's noted that
the transaction will be considered a "distressed exchange" as
under an alternative worst case scenario leading to a possible
break up of Chelsea, the investors in these subordinated
instruments would have very low levels of recovery on their
investments.  The review of these instruments will focus on the
level of expected loss estimated under a "distressed exchange"
scenario once the exchange is completed.  

The negative outlook on Yorkshire reflects Moody's concern on the
continuous negative pressure on the asset quality of both
societies, as well as integration risks associated with the merger
of a much a weaker society into its operations -- both of which
are likely to result in increased pressure on profitability.  

The last rating action on Yorkshire was on April 14, 2009 when its
debt and deposit ratings were downgraded from Baa1 from A2 and its
BFSR was downgraded to D+ from C.  The last rating action on
Chelsea was on July 3, 2009 when its subordinated ratings were
downgraded from Caa1 to Caa3.  

Chelsea Building Society, headquartered in Cheltenham, U.K., and
had total assets of GBP13 billion as at end-June 2009.  Yorkshire
Building Society is headquartered in Bradford, U.K, and had total
assets of GBP22 billion as at end-June 2009.  With combined total
assets of GBP35 billion, the combined entity would be the second
largest Building Society in the United Kingdom.  


===============
X X X X X X X X
===============


* EUROPE: Airlines Oppose Brussels Rescue Fund Plan
---------------------------------------------------
Nikki Tait and Pilita Clark at The Financial Times report that
airlines across Europe balked at moves in Brussels to force them
to set up a compensation fund for passengers stranded by failed
carriers.

The FT relates the European Low Fares Airline Association said
that it would be better if regulators acted earlier on troubled
airlines, rather than imposing extra costs for "600m passengers,
the number of whom would be affected is infinitesimally small".

According to the FT, low-cost carrier EasyJet said that it and
other airlines already offered insurance to passengers and an
industry-wide compensation fund would merely "add more cost to an
industry that cannot afford it at the moment".  British Airways,
as cited by the FT, said that regulators already had a protection
scheme that allowed stranded passengers to be taken home.


* BOOK REVIEW: Vertical Integration, Outsourcing, and Corporate
             Strategy
---------------------------------------------------------------
Author: Kathryn Rudie Harrigan.
Publisher: BeardBooks, Washington, D.C. 2003
         (reprint of 1983 book by D. C. Heath and Company)
Softcover: 390 pp.
List Price: US$34.95

The original title of Vertical Integration, Outsourcing, and
Corporate Strategy, first published in 1983, was Strategies for
Vertical Integration.  The updated title reflects the topic of
outsourcing that was discussed in the original material.  By the
early 1980s, when the book first appeared, the "old image of
vertical integration [was] outmoded" says that author.  The old
image saw vertical integration as "operations that are 100 percent
owned and physically interconnected and that supply 100 percent of
the firm's needs."  But this image of vertical integration rarely
fulfilled the expectations of a generation of business leaders.
Vertical integration was not only undesirable, it also could be
deceptive and short-sighted.  Vertical integration made many
companies too narrowly-focused, complex, and inflexible and
burdensome to operate.  These are especially undesirable traits in
today's economic environment characterized by market-share
fluctuations, lower start-up costs for many businesses, fickle
consumers, competition from foreign corporations, the enhanced
role of advertising and marketing, and rapid technological
developments affecting corporate communication and distribution.

While vertical integration has become a much more risky aim in
today's diversified, decentralized economy, it nonetheless
continues to embody classic favorable business principles and
undisputed competitive advantages.  "The principle benefits of
vertical integration are economies of integration and cost
reduction made possible by improved coordination of activities,"
says the author.  But as Harrigan soon discovered from her
research, "firms sometimes undertake a more costly degree of
integration than may be required to cut costs" or reach some other
objective.  This is one way that corporations can err in pursuing
vertical integration.  Another way they can err is by becoming
involved in vertical integration in the first place.

Harrigan's substantive text provides case studies of how companies
implemented strategies for vertical integration.  These
strategies, which ranged from the successful to the ill-fortuned,
cover sixteen business sectors, including petroleum refining,
pharmaceuticals, genetic engineering, personal microcomputers, and
the tailored-suits field of the clothing industry.  The author
looks at nearly two hundred companies within these industries for
guidance and lessons they offer regarding vertical integration.

In today's global economy, monopolies are discouraged by
government policies.  Thus, there are many more players, single
sources of raw materials can be unreliable, and corporations are
finding that it is more important to be responsive to changing
markets that to have a permanent identity or unvarying products.
As a corporate strategy, vertical integration can be adapted.
There is no monolithic model for vertical integration; there is
large universe of possibilities with respect to breadth, depth,
and form.  With its expert analyses and identification of the
factors and variables about which choices have to be made,
Harrigan's book is invaluable for high-stakes corporate decision-
makers who want will sooner or later be faced with the question of
whether vertical integration is the appropriate strategic
approach.

Kathryn Rudie Harrigan has received fellowships and other honors
and recognition for her business leadership, membership on boards
of directors, and scholarly work in the field of business.  She
has written several other books and numerous articles.

                                      
                            *********

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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