TCREUR_Public/100224.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

         Wednesday, February 24, 2010, Vol. 11, No. 038

                            Headlines



F R A N C E

TOTAL SA: To Sign Agreement with Unions Today to Avert Strike


G E R M A N Y

AFL EUROPE: Declares Insolvency Following Delivery Problems
DEUTSCHE LUFTHANSA: Pilots Suspend Strike; Union Talks Resume
GENERAL MOTORS: German States Seek More Opel Equity Injection


G R E E C E

HELLAS TELECOMMUNICATIONS: Moody's Withdraws 'C' Rating on Notes

* GREECE: Swap Agreements May Have Helped Hide True Deficit


I R E L A N D

BANK OF IRELAND: Irish Government to Take 16% Direct Stake
GOLD FORCE: Bought Out of Liquidation By Manguard
IPOS GROUP: Bank of Scotland Seizes 40 Properties


I T A L Y

FIAT SPA: To Shut Down Six Italian Factories for Two Weeks


N E T H E R L A N D S

CENTRAL EUROPEAN MEDIA: To Acquire bTV Channel for US$400 Million
GOODYEAR DUNLOP: Fitch Changes Outlook to Stable; Keeps B+ Rating


R U S S I A

ROSBANK OJSC: SocGen Deal Won't Affect S&P's 'BB+' Ratings
UC RUSAL: To Increase Production By 3% This Year


S P A I N

* SPAIN: Banks May Have to Increase Bad Loan Provisions


S W E D E N

GENERAL MOTORS: Closes Deal to Sell Saab to Spyker


T U R K E Y

VESTEL ELEKTRONIK: S&P Gives Stable Outlook; Affirms 'B-' Rating

* S&P Raises Counterparty Credit Ratings on Seven Turkish Banks


U K R A I N E

ARMA BANK: NBU Appoints Maryna Slavkina as Liquidator


U N I T E D   K I N G D O M

ABBOT GROUP: S&P Keeps 'B-' Long-Term Corporate Credit Rating
BRITISH AIRWAYS: Cabin Crew Votes In Favor of Strike
BRITISH AIRWAYS: In Talks with Kingfisher Over Code Sharing Deal
CHESTER ASSET: S&P Removes BB-Rated Notes From Watch Developing
LANDSDOWNE VENTURE: Bought Out of Administration by Kelso Place

LLOYDS BANKING: CEO Eric Daniels Waives GBP2.33 Mil. 2009 Bonus
MANCHESTER WHOLESALE: BDO Blames Rival Business for Collapse
UK RECEIVABLES 1: Fitch Lifts Ratings on Class C Notes From 'B'
UK RECEIVABLES 2: Fitch Lifts Ratings on Class C Notes From 'B'

* UK: Company Voluntary Arrangements to Rise in Popularity


X X X X X X X X

* Corporate Restructurings to Rise as Countries Recover




                         *********



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F R A N C E
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TOTAL SA: To Sign Agreement with Unions Today to Avert Strike
-------------------------------------------------------------
Tara Patel at Bloomberg News reports that Total SA expects to sign
an agreement with unions today, Feb. 24, to end a weeklong strike
that's hobbled operations at its refineries in France.

"I am confident the conditions are right so that work can resume
very quickly," Bloomberg quoted Total's Human Resources Director
Francois Viaud as saying in Paris yesterday after a day of talks.
The Confederation Generale du Travail union also called for an end
to the walkout, saying the final decision rests with workers,
Bloomberg notes.

Bloomberg recalls employees downed tools on Feb. 17 to protest the
end of oil refining at Total's Flanders complex near Dunkirk and
demand assurances on the future of its other French plants, which
supply about 50 % of the nation's fuel.  The strike has led to
shortages at more than 250 filling stations in France, Bloomberg
discloses.

Bloomberg relates Total guaranteed yesterday that no French plants
besides Flanders will be shut or sold in the next five years.
According to Bloomberg, CGT union representative Charles Foulard
said while Total confirmed plans to halt refining at the Dunkirk
site, it has agreed to study all options including a possible
restart ahead of a March 8 works-council meeting.

"The CGT considers that the significant progress has created the
conditions for the suspension of the strike," Mr. Foulard said in
Paris, according to Bloomberg.  "Total must know that if it
doesn't keep its promises there will be another strike with fuel
shortages."

Total said round-table discussions on the future of Flanders,
which was idled in September as the recession eroded fuel demand,
will take place before the end of March, Bloomberg recounts.

Total also guaranteed that workers at fuel depots already
earmarked for sale could return to the company if the buyer goes
bankrupt, Bloomberg notes citing the CGT's Mr. Foulard.

TOTAL S.A. -- http://www.total.com/-- together with its
subsidiaries and affiliates, is an integrated international oil
and gas company.  With operations in more than 130 countries,
TOTAL engages in all aspects of the petroleum industry,
including Upstream operations (oil and gas exploration,
development and production, liquefied natural gas (LNG)) and
Downstream operations (refining, marketing and the trading and
shipping of crude oil and petroleum products).  The company also
produces base chemicals (petrochemicals and fertilizers) and
specialty chemicals for the industrial and consumer markets.  In
addition, TOTAL has interests in the coal mining and power
generation sectors, as well as a financial interest in Sanofi-
Aventis.  TOTAL's worldwide operations are conducted through
three business segments: Upstream, Downstream and Chemicals.


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


AFL EUROPE: Declares Insolvency Following Delivery Problems
-----------------------------------------------------------
Anke Schroeter at Evertiq reports that AFL Europe GmbH has
declared insolvency.

Citing Suedwest Presse, Evertiq says difficulties with a delivery
to automobile manufacturer Volkswagen, the company's main
customer, triggered the insolvency.  According to Evertiq, VW
demanded compensation of around EUR90 million after the company
failed to deliver on time due to a new production structure that
had been implemented.

Evertiq relates provisional insolvency administrator Volker Viniol
told the newspaper that he will try to stabilize business
activities and that the production units in Eastern Europe should
be sold to strategic investors.

"With a little bit of luck, we have a chance to save around half
of the jobs at AFL Europe," Mr. Viniol told the newspaper,
according to Evertiq.

AFL Europe GmbH is a cable-harness specialist based in
Frickenhausen, Germany.


DEUTSCHE LUFTHANSA: Pilots Suspend Strike; Union Talks Resume
-------------------------------------------------------------
BBC News reports that a strike by about 4,000 pilots at Deutsche
Lufthansa AG has been suspended with union officials agreeing to
resume negotiations.

According to the report, the action -- which had been scheduled to
run for four days -- was called off after less than 24 hours of
delays and cancellations for passengers.

The pilots had walked out at Lufthansa, Lufthansa Cargo and
Germanwings over job security and pay issues, the report says.
Cockpit has called for a 6.4% pay rise for pilots, more say in
company decisions and commitments that pilots would keep their
jobs when Lufthansa moves passengers to cheaper foreign
affiliates, the report relates.

The report notes the union said there will be no further action
until at least March 9.  The report relates a spokesman for the
Cockpit union added the two sides had reached an agreement after a
two-hour long hearing at a Frankfurt industrial court.

The strike was officially lifted Monday midnight -- but it is not
clear when services will return to normal, the report states.

Lufthansa, the report discloses, feared the action could cost it
about EUR25 million (GBP21.9 million; US$34 million) per day.

Deutsche Lufthansa AG -- http://www.lufthansa.com-- is an
aviation company with operations worldwide.  It operates in five
business segments: Passenger Transportation, Logistics,
Maintenance, Repair and Overhaul (MRO), Information Technology
(IT) services and Catering.  On January 22, 2008, it acquired 19%
of the shares in JetBlue Airways.  In October 2008, Lufthansa
established an Italian company called Lufthansa Italia as it mulls
to make Milan based Malpensa airport its third hub after Frankfurt
and Munich.  In September 2009, Austrian Airlines AG was taken
over by Deutsche Lufthansa AG.  Austrian Airlines will therefore
become part of the Lufthansa Group as of September 2009.

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Sept. 7,
2009, Moody's Investors Service lowered the long-term and short-
term issuer ratings of Deutsche Lufthansa AG to Ba1/Not-prime from
Baa3/Prime-3.  At the same time Moody's withdrew the long-
term issuer rating and assigned a Corporate Family Rating and
Probability of Default Rating at Ba1.  Moody's said the outlook is
stable.


GENERAL MOTORS: German States Seek More Opel Equity Injection
-------------------------------------------------------------
Gerrit Wiesmann and Daniel Schafer at The Financial Times report
that Germany's regional states are pushing General Motors Co. to
inject more equity into Opel as part of its restructuring plan.

Matthias Machnig, economics minister for the state of Thuringia,
told the FT on Monday: "Of course we will have to revisit the
issue of GM's contribution to the plan."

The FT relates the pressure for increased funding from GM follows
a meeting to discuss the plan on Monday of a government loan
committee made up of federal and state governments.

According to the FT, several officials said on Monday the federal
government has not yet adopted an official stance on the issue,
but the regional states want GM to invest more than the EUR600
million it is currently proposing to inject.  Those four regional
states where Opel has plants also have a common understanding that
GM will have to give better guarantees that any state aid does
find its way back to the US, the FT says.

The US carmaker has requested EUR1.5 billion in state aid from
Germany, where Opel employs more than half of its 48,000 staff,
the FT notes.

As reported yesterday by the Troubled Company Reporter-Europe, Dow
Jones Newswires said the German Economy Ministry is unconvinced
about GM's restructuring plan for its European Opel and Vauxhall.
According to Dow Jones, a ministry document said GM's plan "lacks
reliable statements on equity capital . . . and on whether an
insolvency of Opel [after 2013] can be ruled out with an adequate
likelihood".  Dow Jones said the magnitude of GM's financial
contribution to the restructuring remains unclear as the plan
provides "no detailed answer" in that respect.  "GM shows its
willingness to contribute EUR600 million.  But this . . . has
already been used to pay back the bridge loan and is not available
for investments," the document said, according to Dow Jones.

                       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)


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G R E E C E
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HELLAS TELECOMMUNICATIONS: Moody's Withdraws 'C' Rating on Notes
----------------------------------------------------------------
Moody's Investors Service has withdrawn the C rating on the
EUR960 million and US$275 million subordinated notes due 2015 of
Hellas Telecommunications II S.a.r.l.  The rating agency has also
withdrawn both the Caa3 Corporate Family Rating and the
Caa3/limited default Probability Default Rating of Hellas II.  The
rating action reflects Hellas II's current status as an insolvent
company under UK Administration with no assets following the sale
of its assets to Weather Finance III in November 2009 as part of
the Hellas Telecommunication group's capital restructuring.
Weather Finance III is the new holding company of Wind Hellas
Telecommunications.

Moody's also assigned a Caa1 CFR and a Caa1 Probability of Default
Rating to Weather Finance III; upgraded to Caa1 from Caa2 the
rating on the senior secured notes issued at Hellas
Telecommunications (Luxembourg) V; and upgraded to Caa3 from Ca
the rating on the senior notes issued at Hellas Telecommunications
(Luxembourg) III.  This concludes the review initiated by Moody's
on August 27, 2009, following the company's announcement of the
appointment of financial advisers to assist with the
implementation of potential debt restructuring alternatives.  The
outlook on all ratings is negative.

Together with the removal of the subordinated notes from the
capital structure following the administration sale, the interest
payments of circa EUR120 million on subordinated notes have been
eliminated; therefore the company now has greater degree of cash
flow flexibility to invest in its marketing/customer services and
in its network coverage -- which, particularly in 3G, is falling
behind -- and to restore its brand recognition.  The Caa1 CFR,
nevertheless, reflects Moody's view that the company's weak market
positioning in a competitive environment and its declining usage
in a very challenging macroeconomic environment in Greece are
likely to cause a reduction in the company's EBITDA in 2010
despite ongoing cost-cutting measures.  This, together with
increasing capex investments to compensate its earlier under-
investments will absorb part of the financial flexibility created.
The Caa1 CFR also reflects (i) the execution risk relating to the
delivery of Wind Hellas' business plan; (ii) the refinancing risk
in 2012, and (iii) Moody's view that -- despite the reduced debt
burden -- the company's leverage will remain above 6x in 2010.

Moody's also cautions that in the event free cash flow generation
capacity turning negative due to further deterioration in usage
given a very challenging macroeconomic outlook, the company's
scheduled RCF repayments (around EUR35 million in 2010 and
EUR45 million in 2011) will not be adequately serviced by the
existing liquidity which includes a cash injection of around
EUR50.6 million from the new shareholders as part of the group's
capital restructuring.

The negative outlook reflects Moody's concerns, in light of the
limited visibility, regarding the company's ability to comfortably
remain in compliance with its revolving credit facility covenants
(particularly the interest coverage covenant) to December 2010.

The Caa1 rating on the EUR1.22 billion senior secured notes is at
the same level with the CFR, whereas prior to the capital
restructuring those notes had been one notch above the CFR.  This
change reflects the removal of a large amount of junior debt from
the capital structure, which had previously more than offset the
impact of the prior ranking of the EUR250 million super senior
revolver.

The last rating action on Hellas Telecommunications II was
implemented on 18 November 2009 when Moody's downgraded the rating
on the subordinated notes of Hellas Telecommunications II S.a.r.l.
to C from Ca, and revised the company's Probability of Default
Rating to Caa3/LD, which reflects the interest payment default on
the company's subordinated notes due 2015.

Wind Hellas Telecommunications is the second-largest fully
integrated telecom operator in Greece, with mobile, fixed-line and
internet service offerings.  The company operates primarily under
the "Wind", "Tellas" and "Q" brands.  In the 12 months to
September 2009, the company generated EUR1.138 billion (down 9.4%
year-on-year) in revenues and EUR361.6 million (down 15.2% year-
on-year) in Adjusted EBITDA (as reported by the company) on a
consolidated basis.


* GREECE: Swap Agreements May Have Helped Hide True Deficit
-----------------------------------------------------------
Greece arranged swap agreements with about 15 securities firms and
only some included payments from banks that may have helped hide
the country's true deficit, Elisa Martinuzzi at Bloomberg News
reports, citing a person with direct knowledge of the contracts.

The person, as cited by Bloomberg, said the swaps that allowed
Greece to receive payments upfront date from before 2008, when
European Union regulators changed rules to limit the use of the
contracts.  The person spoke on condition of anonymity.

According to Bloomberg, the person said Goldman Sachs Group Inc.,
which provided Greece with about US$1 billion in funding in a 2002
swap, may have arranged the biggest of the contracts.

Bloomberg recalls the EU accounting watchdog ordered Greece last
week to provide information on its swaps as it probes whether the
country used derivatives to hide the extent of its budget deficit,
and if other countries used them.

Bloomberg relates the person said the 15 banks that have swap
agreements with Greece are among the country's so-called primary
dealers.  Greece had 21 dealers last year, including Citigroup
Inc., Barclays Plc and Morgan Stanley, Bloomberg discloses citing
the country's central bank.

A Greek government inquiry uncovered this month a series of swaps
agreements that have allowed the government to defer interest
payments to a later date, causing "long-term damage" to the
country, Bloomberg recounts.  Greece's central government debt
totaled EUR298.5 billion (US$405 million) at the end of 2009,
Bloomberg notes citing the Finance Ministry.


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I R E L A N D
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BANK OF IRELAND: Irish Government to Take 16% Direct Stake
----------------------------------------------------------
John Murray Brown at The Financial Times report that Ireland is
taking a direct stake of close to 16% in Bank of Ireland.

The FT relates the government announcement after markets closed on
Friday followed an earlier decision by the European Commission to
prevent those Irish banks receiving state aid from making cash
distributions to bond holders.  That resulted in Bank of Ireland
bondholders imposing a "coupon stopper" preventing the bank from
making any other debt distributions, including the EUR250 million
(US$340 million) biannual coupon due this weekend on the
government's EUR3.5 billion preference share investment, the FT
says.

The announcement comes as Bank of Ireland and the other four Irish
financial institutions covered by the rescue plan prepare to
transfer the largest of their impaired loans to the National Asset
Management Agency, the government's bad bank which will take over
legal responsibility for pursuing property developers and other
errant borrowers, the FT notes.

According to the FT, brokers estimate Bank of Ireland will need to
raise between EUR2.2 billion and EUR2.4 billion to meet market
expectations on capital levels.  Half of that is expected to be
raised through debt swaps and other liability management, the FT
states.

                         Rights Issue

Citing the FT, the Troubled Company Reporter-Europe on Feb. 19,
2010, reported that Bank of Ireland has said it will change its
year end, increasing speculation about an imminent rights issue to
avoid having to take further government investment as it struggles
to absorb large property loan write downs.  The FT disclosed the
bank, which had used a March 31 year end, said on Feb. 17 it would
revert to a calendar year system, reporting the nine months
results to December 31 in late March.  The FT related Sebastian
Orsi, banks analyst with Merrion Capital, a Dublin stockbroker,
said the change "provides the flexibility to attempt a rights
issue in the second quarter".

According to the FT, part of any rights proceeds is likely to be
used to buy back the government's preference shares, which if not
redeemed within four years entitle the government to take a 25%
stake.

Headquartered in Dublin, Bank of Ireland --
http://www.bankofireland.com/-- provides a range of banking and
other financial services.  These include checking and deposit
services, overdrafts, term loans, mortgages, business and
corporate lending, international asset financing, leasing,
installment credit, debt factoring, foreign exchange facilities,
interest and exchange rate hedging instruments, executor, trustee,
life assurance and pension and investment fund management, fund
administration and custodial services and financial advisory
services, including mergers and acquisitions and underwriting.
The Company organizes its businesses into Retail Republic of
Ireland, Bank of Ireland Life, Capital Markets, UK Financial
Services and Group Centre.  It has operations throughout Ireland,
the United Kingdom, Europe and the United States.

                          *     *     *

The Troubled Company Reporter-Europe on Jan. 22, 2010, reported
that Fitch Ratings downgraded three of Ireland-based Bank of
Ireland plc's tier 1 securities to 'CCC' from 'B' and removed them
from Rating Watch Negative.

As reported by the Troubled Company Reporter-Europe on Jan. 21,
2010 Moody's Investors Service downgraded the non-cumulative Tier
1 instruments issued directly and indirectly by Bank of Ireland to
Caa1 (stable outlook) from B3 (negative outlook).  The rating
action follows the bank's announcement of January 19 that it will
not pay the upcoming distribution on two non-cumulative perpetual
preferred securities.  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.

On Jan. 21, 2010 the Troubled Company Reporter-Europe reported
that Standard & Poor's Ratings Services said that it lowered its
ratings on deferrable capital instruments issued by Bank of
Ireland (the trading name of the Governor and Company of the Bank
of Ireland; A/Watch Neg/A-1) to 'CC' from 'CCC'.  S&P lowered the
ratings on all of BOI's rated Tier 1 and upper Tier 2 instruments
to 'CC' as a result of BOI's stated intention to defer upcoming
payments and also S&P's understanding that the hybrid instrument
on which the next coupon payment is due -- the US$800 mil.
perpetual preferred securities issued by BOI Capital Funding
(No. 2) LP -- contains optional deferral language and also a
dividend stopper clause.  In S&P's view, the latter appears to
require that nonpayment of coupons on this instrument triggers
nonpayment on parity and junior instruments.  S&P would lower the
issue ratings to 'C' as coupon dates are passed.


GOLD FORCE: Bought Out of Liquidation By Manguard
-------------------------------------------------
Ian Kehoe at The Sunday Business Post Online reports that Manguard
Plus has bought the trading assets of Gold Force Security out of
liquidation, securing 120 jobs.

The deal was agreed between Manguard and the liquidator of Gold
Force, PricewaterhouseCoopers accountant Declan McDonald, the
report says.

The report relates the company has struggled in recent times,
prompting its directors to ask the High Court to wind up the
business.  Citing the company's most recent accounts, the report
states the business had retained losses of EUR821,000 at the end
of 2008, aftermaking a loss of about EUR290,000 during the year.

Manguard, which is based in Newbridge, will take on most of the
company's staff, as well as its portfolio of customers, the report
discloses.  The financial terms of the deal have not been
disclosed, the report notes.

Gold Force Security has offices in Dublin and Limerick, and
provides security guards to a number of major companies, including
Bank of Ireland, Lidl and Smyths toy store, according to the
report.


IPOS GROUP: Bank of Scotland Seizes 40 Properties
-------------------------------------------------
Ian Kehoe at The Sunday Business Post Online reports that Bank of
Scotland (Ireland) has seized up to 40 properties in an effort to
reduce its exposure to Ipos.

According to the report, the properties will continue to trade as
independent pharmacies, but the bank will now effectively become
the landlord.

The bank has installed Paul McCann, a partner at Grant Thornton
accountants, as receiver to a number of companies in the Ipos
scheme, including Nish Property, Ipos Property Holding and Ipos 19
Property, the report discloses.  The report recalls KPMG
accountant Kieran Wallace was appointed liquidator to the three
main holding companies in the scheme.  During a series of
creditors' meetings, it emerged that the businesses could leave a
shortfall of as much as EUR240 million when they were wound up,
the report notes.

Mr. McCann, the report states, will manage the properties on
behalf of the bank.  A review of all the properties has been
initiated to decide which assets will be retained, and which sites
will be sold, the report relates.

The report says the bank advanced more than EUR35 million to funds
in the Ipos scheme, which were used to help pharmacists buy their
own outlets.

The scheme has struggled in light of the economic downturn, with
many pharmacists unable to pay dividends or meet interest
repayments, the report recounts.


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I T A L Y
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FIAT SPA: To Shut Down Six Italian Factories for Two Weeks
----------------------------------------------------------
BBC News reports that Fiat SpA is temporarily shutting six Italian
factories for a fortnight.

According to the report, the carmaker said the move was needed
because the end of car scrappage schemes in Europe had led to "a
collapse in orders".

About half of Fiat's Italian car plant workers, some 30,000
people, will be affected, the report says.

The plants concerned, which make cars rather than trucks and farm
machinery, are in Rome, Turin, Naples and Sicily, the report
discloses.  Five of them are owned by Fiat and the sixth is a
joint venture with Peugeot, the report notes.

"Over the past year we have had various plant stoppages, but this
is first time that all the plants have been closed at the same
time for two weeks," the report quoted Fiat Group vice-president
for communications Richard Gadeselli, as saying.  "The car
industry in the past used to stockpile new cars, but now we're
only building to demand."

                          About Fiat SpA

Headquartered in Turin, Italy, Fiat SpA (BIT:F) --
http://www.fiatgroup.com/-- is principally engaged in the design,
manufacture and sale of automobiles, trucks, wheel loaders,
excavators, telehandlers, tractors and combine harvesters.
Through its subsidiaries, Fiat operates mainly in five business
areas: Automobiles, including sectors led by Maserati SpA, Ferrari
SpA and Fiat Group Automobiles SpA, which design, produce and sell
cars under the Fiat, Alfa Romeo, Lancia, Fiat Professional,
Abarth, Ferrari and Maserati brands; Agricultural and Construction
Equipment, which is led by Case New Holland Global NV; Trucks and
Commercial Vehicles, which is led by Iveco SpA; Components and
Production Systems, which includes the sectors led by Magneti
Marelli Holding SpA, Teksid SpA, Comau SpA and Fiat Powertrain
Technologies SpA, and Other Businesses, which includes the sectors
led by Fiat Services SpA, a publishing house Editrice La Stampa
SpA and an advertising agency Publikompass SpA.  With operations
in over 190 countries, the Group has 203 plants, 118 research
centers, 633 companies and more than 198,000 employees.

                           *     *     *

Fiat S.p.A. continues to carry a Ba1 long-term rating from Moody's
Investors Service with negative outlook.


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N E T H E R L A N D S
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CENTRAL EUROPEAN MEDIA: To Acquire bTV Channel for US$400 Million
-----------------------------------------------------------------
Central European Media Enterprises Ltd. has entered into an
agreement with News Corporation to acquire bTV, the free-to-air
commercial television channel in Bulgaria, as well as the bTV
Cinema and bTV Comedy cable channels and 74% of Radio Company C.J.
OOD which operates several radio stations (the bTV Group).  Total
consideration, which is payable in cash, is US$400 million on a
cash-free and debt-free basis.  The consideration is subject to
adjustment in the event that actual working capital at completion
differs from an agreed level of target working capital.  The
transaction is subject to the approval of the Bulgarian Commission
for the Protection of Competition and other customary closing
conditions and is expected to complete in the second quarter of
2010.

Adrian Sarbu, President and CEO of CME, commented: "The
acquisition of bTV is the next step in repositioning CME after the
sale of our Ukrainian operations.  We are now focused on building
a highly profitable vertically integrated media company operating
in the EU and EU accession countries.  bTV greatly complements our
portfolio of broadcasting assets.  I am confident that we will be
able to bring Bulgarian viewers an enhanced TV offer and deliver
significant value for our shareholders."

In connection with this acquisition, CME will also enter into an
agreement to acquire from Top Tone Holdings Limited its 20%
interest in CME's Pro.BG business in consideration of a 6%
interest in a newly created subsidiary that will hold the bTV
business and Pro.BG businesses and the termination of the existing
agreements in respect of the Pro.BG business.  Top Tone Holdings
will also have the right to acquire an additional 4% interest for
a period of up to three years from closing.  The closing is
expected to be simultaneous with the completion of the acquisition
of the bTV businesses.

CME was advised by Deutsche Bank AG, London Branch on the
acquisition of the bTV Group.

                   About Central European Media

Headquartered in Bermuda, Central European Media Enterprises Ltd.
-- http://www.cetv-net.com/-- invests in, develops and operates
commercial television channels in Central and Eastern Europe.  At
present, the Company has operations in Bulgaria, Croatia, the
Czech Republic, Romania, the Slovak Republic, Slovenia and
Ukraine.  The Company holds its assets through a series of Dutch
and Netherlands Antilles holding companies.  It has ownership
interests in license companies and operating companies in each
market in which it operates.  Operations are conducted either by
the license companies themselves or by separate operating
companies.  The Company generates revenues primarily through
entering into agreements with advertisers, advertising agencies
and sponsors to place advertising on air of the television
channels that it operates.

                           *     *    *

As reported in the Troubled Company Reporter-Latin America on
November 13, 2009, Standard & Poor's Ratings Services said it has
lowered its long-term corporate credit rating on Bermuda-based
emerging markets TV broadcaster Central European Media Enterprises
Ltd. to 'B-' from 'B'.  The outlook is negative.


GOODYEAR DUNLOP: Fitch Changes Outlook to Stable; Keeps B+ Rating
-----------------------------------------------------------------
Fitch Ratings has revised The Goodyear Tire & Rubber Company's and
Goodyear Dunlop Tires Europe B.V.'s Rating Outlook to Stable from
Negative.  In addition, Fitch has affirmed GT's Issuer Default
Rating and debt:

GT

  -- IDR at 'B+';
  -- US$1.5 billion first lien credit facility at 'BB+/RR1';
  -- US$1.2 billion second lien term loan at 'BB+/RR1';
  -- Senior unsecured debt at 'B/RR5'.

GDTE

  -- EUR505 million European secured credit facilities at
     'BB+/RR1'.

The ratings cover approximately US$4.5 billion of outstanding debt
as of Dec. 31, 2009.

Fitch also expects to assign a rating of 'B/RR5' to GT's new 8.75%
senior unsecured notes due in 2020 that are part of a pending
exchange offer.

The Outlook revision is based on GT's debt reduction
(US$1.4 billion) in the fourth quarter 2009 (4Q'09), ended Dec.
31, 2009, Fitch's assessment that the downside risk to the company
has moderated with improving end-markets, and an improved maturity
schedule because of the pending debt exchange of US$650 million
2011 notes for 2020 notes.  Fitch expects GT's profitability will
improve in 2010, but free cash flow will likely be negative.  Even
though Fitch has stabilized the Outlook, other credit concerns
remain including weak free cash flow, the underfunded pension
position, high leverage, rising raw material costs in the second
half of the year, relatively low margins, Venezuelan operating
costs and risks, and unprofitable North American operations.  The
company's adequate liquidity position, cost reduction actions,
global diversification and competitive new products support the
company's ratings.

GT reduced its debt by US$1.4 billion in the fourth quarter by
repaying US$500 million of bonds that were due in December and
fully repaying US$800 million that had been drawn on its domestic
bank revolver.  Combined with strong fourth-quarter EBITDA
performance compared to last year driven by global volume gains,
positive price/mix, cost savings and favorable currency, GT's
debt-to-EBITDA ratio decreased to 5.3 times at 2009 year end from
11.6x in its third quarter.

At the beginning of February GT announced plans to exchange all of
its US$650 million 7.857% unsecured notes due 2011 for 8.75% notes
due in 2020 in order to extend debt maturities.  The company may
issue up to US$702 million of the new senior unsecured 8.75% notes
that will be guaranteed on a senior unsecured basis by certain GT
subsidiaries; the old notes are not guaranteed by any GT
subsidiary.  The offer and consent solicitation expire March 2,
2010.  GT has no bonds maturing in 2010, and if the company
completes this exchange it will have US$325 million of remaining
bonds due in 2011.  GT's European and Domestic bank revolvers
expire 2012 and 2013, respectively, followed by its US$1.2 billion
second-lien bank term loan that matures in 2014.  GDTE's
EUR450 million pan-European accounts receivable securitization
facility expires in 2015.  Also in 2015, GT has a US$260 million
bond maturity followed by 2016 when US$960 million of bonds that
were issued in May 2009 mature.

GT ended 2009 with a strong cash and liquidity position.  Fitch
calculates GT had a liquidity position of approximately US$3.2
billion, consisting of US$1.9 billion of cash and equivalents
(including US$370 million of cash in Venezuela) and US$1.6 billion
in aggregate domestic and European available revolvers, less
US$224 million of short-term debt and US$114 million of current
maturities of long-term debt.  This represents a liquidity
improvement of US$1.324 billion from GT's 2008 year end.  GT has
commented that it needs about US$1 billion of cash to meet working
capital needs and overseas funding requirements through its
operating cycle.  Much of GT's cash holdings (55%) are outside the
United States.  GT's US$1.5 billion U.S. bank revolver is subject
to a borrowing base which decreased the availability of the
facility by US$114 million at year-end 2009.  The facility also
had US$494 million of letters of credit against it at year end,
which cannot exceed US$800 million.  The domestic facility could
become subject to an interest coverage covenant (2.0x) if the sum
of the company's domestic cash and availability under the
revolving facility are less than US$150 million.  GDTE's EUR505
million first-lien credit facility due 2012 is fully available
less US$14 million of LOCs against it.  This facility is subject
to a covenant that requires GDTE's consolidated Net Debt (net of
cash and certain availability under the U.S. revolver) to
Consolidated EBITDA not to exceed 3.0x.

Fitch estimates that GT will have negative free cash flow in 2010
due to increased capital expenditures, material pension
contributions, and working capital usage as the company rebuilds
its inventory.  Capital expenditures are likely to be in the range
of US$1 billion to US$1.1 billion up from US$746 million in 2009.
The increase is related to GT's efforts to support low-cost
manufacturing including the construction of a new plant in China
and expansion of a facility in Chile.  Working capital is expected
to increase at least US$200 million after the company reduced its
inventory by US$1.1 billion last year.  Additional cash uses in
2010 include cash interest expense between US$350 million-375
million and cash charges related to restructuring which Fitch
estimates at over US$100 million.

Pension contributions will continue to be a significant use of
cash at GT in 2010 and beyond.  GT's global pension funds remain
deeply underfunded (US$2.55 billion underfunded in 2009 versus
US$2.75 billion underfunded in 2008, or 63.9% funded at the end of
2009 compared to 57.6% in 2008).  GT contributed US$371 million to
its global pension plans in 2009, but this amount would have been
greater without short-term funding relief provided by the IRS.  GT
estimates that pension contributions in 2010 will be in the
US$275 million to US$325 million range, but that 2011
contributions could spike to as much as US$575 million absent
additional pension relief legislation in the U.S.

Last year Venezuela contributed a significant portion of Latin
America Tire's sales and operating income.  The devaluation of the
bolivar fuerte and weak economic conditions are expected to
adversely impact Latin American Tire's operating results in 2010
by US$50 million to US$75 million as compared to 2009.  Venezuelan
currency fluctuations going forward are reported in earnings
effective January 2010 due to highly inflationary accounting now
required for the country.  As a result, GT is expected to take a
US$150 million charge in its current quarter related to the re-
measurement of its balance sheet, net of tax.

For the 4Q'09, GT's revenue increased 7.3% from the prior year
period reflecting improved global volume gains and favorable
currency translation.  Unit volumes increased 7.8% or 3.1 million
units in the period.  The company had segment operating income of
US$249 million in 4Q'09 compared to a loss of US$159 million in
the year-ago quarter.  The 2009 quarter benefited from US$358
million in lower raw material costs.  GT's 2009 full-year revenue
decreased 16.3% or US$3.2 billion to US$16.3 billion compared to
2008 primarily as a result of tire unit volumes declining 9.5% in
the period and a reduction in sales in other tire-related
business.  Segment operating income was US$372 million compared to
US$804 million in 2008.  This reflects weak industry demand,
increased under-absorbed fixed costs and reduced operating income
from other tire-related businesses.  Improved price/mix and lower
raw material costs had a favorable impact on segment operating
income in 2009.  Fitch calculates that GT's EBITDA margin in 2009
was 5.3%.

Fitch's forecasts for GT assume higher revenues and modestly
higher margins in 2010.  Benefits of GT's cost-reduction programs
should help offset expected raw materials pressures in the second
half of this year.  GT has announced a new US$1 billion cost-
saving target between 2010 and 2012 mainly driven by reduction of
high-cost capacity, lower unabsorbed fixed costs and increased
low-cost sourcing after completing a four-year US$2.5 billion
four-point cost savings program in 2009.  However, higher EBITDA
in 2010 will likely be less than interest payments and capital
expenditures, and GT will not benefit in 2010 from the significant
working capital source of cash that it achieved in 2009.

The 'RR1' recovery ratings for GT's first-lien and second-lien
bank debt reflect Fitch's expectation of substantial recovery in a
distressed scenario (91% to 100%), supporting higher ratings
relative to the IDRs.  GT's unsecured debt has been assigned an
'RR5' representing 11% to 30% recovery in a distressed scenario.
Collateral for GT's domestic first-lien and second-lien bank
facilities includes U.S. and Canadian trade receivables,
inventory, mortgages on U.S. headquarters and certain
manufacturing facilities, GT's trademark, the pledge of domestic
and 65% of certain foreign subsidiary stock (except GDTE), and
substantially all other assets.  The GDTE senior secured credit
facilities are secured by virtually all assets of GDTE and its
subsidiaries in the United Kingdom, Luxembourg, France and
Germany, plus the stock of GDTE's principal subsidiaries.
Collateral excludes accounts receivable used in the EUR450 million
Pan-European receivables facility or other securitization
programs.


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


ROSBANK OJSC: SocGen Deal Won't Affect S&P's 'BB+' Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Russia-Based Rosbank OJSC JSCB (BB+/Negative/B; Russia National
Scale ruAA+) are not immediately affected by the announcement made
on Feb. 18, 2010, that the Societe Generale (A+/Stable/A-1) group
and Russia-based investment company Interros (not rated) agreed to
combine Rosbank with several Russian SocGen subsidiaries.  Rosbank
and Banque Societe Generale Vostok (universal bank; not rated)
will be merged, although they will maintain two separate brands,
while Rusfinance Bank (consumer credit; not rated) and DeltaCredit
Bank (mortgages; not rated) will become 100% subsidiaries of the
merged bank.

The ratings on Rosbank reflect the significant systemwide risks
that persist in the Russian banking sector.  However, S&P believes
that Rosbank's strategically important status within the SocGen
group, and its platform and visibility in Russia partially
mitigate these negative factors.  Reflecting implicit support from
SocGen, which will hold an 81.5% stake in the merged bank, the
long-term rating on Rosbank incorporates a three-notch uplift
above the bank's stand-alone credit profile.

The merged bank and its subsidiaries will become the fifth-largest
lender in Russia, will operate a 750-strong branch network, and
will employ 30,000 staff.  S&P expects the legal merger to be
completed in 2011; however, in S&P's opinion, the full synergies
will take longer to materialize.


UC RUSAL: To Increase Production By 3% This Year
------------------------------------------------
Xiao Yu at Bloomberg News reports that United Co. Rusal will
increase output this year, having seen "the first signs of a
recovery" after the global recession.

According to Bloomberg, the company said Monday in a statement to
the Hong Kong exchange production will increase 3% this year
compared with 2009.

"We are seeing the first signs of a recovery in demand as more
countries emerge from recession," Bloomberg quoted Oleg Deripaska,
chief executive officer of Rusal, as saying in the statement.

Citing Bloomberg News, the Troubled Company Reporter-Europe
reported Rusal shares began trading in Hong Kong on Jan. 27.
Bloomberg disclosed the company booked net proceeds of HK$16.7
billion (US$2.1 billion) selling shares at HK$10.80 each in Hong
Kong's first initial public offering of 2010.  The IPO was delayed
at least twice by regulators and restricted to wealthy and
corporate investors on concern about its US$14.9 billion of debt,
Bloomberg noted.

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.


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


* SPAIN: Banks May Have to Increase Bad Loan Provisions
-------------------------------------------------------
Victor Mallet at The Financial Times reports that the Bank of
Spain is expected to increase the provisions it demands of Spanish
lenders to cover property bought from struggling real estate
developers.

Citing financial sources and bank analysts, the FT says the
central bank's move would further dent bank profits already hit by
economic recession.

The FT recalls in November, the central bank raised its
provisioning requirement from 10% of the property's value to 20%
for real estate held more than a year, and is now expected to
raise it to 30%.

The central bank has yet to notify lenders formally, the FT notes.
"No decision has been taken yet," the FT quoted the Bank of Spain
as saying on Monday.

The FT says a flurry of recent debt-for-assets and debt-for-equity
swaps -- involving developers including Colonial, Reyal Urbis and
Metrovacesa -- has deepened the skepticism of analysts and
investors about the true bad loan positions of Spanish lenders.
Total exposure to developers is EUR324 billion, the FT discloses.


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


GENERAL MOTORS: Closes Deal to Sell Saab to Spyker
--------------------------------------------------
General Motors and Spyker Cars NV on Tuesday said they have
finalized a deal for Spyker to purchase Saab Automobile AB.

GM said going forward, Saab and Spyker will operate under the
Spyker (AMS:SPYKR) umbrella, and Spyker will assume responsibility
for Saab operations.  The previously announced wind down of Saab
operations has ended.

"This transaction represents the successful outcome of months of
hard work and intense negotiations, all aimed at securing a
sustainable future for this unique brand, and we are pleased with
the positive outcome," said John Smith, GM vice president for
corporate planning and alliances.  "This is a great day for Saab
employees, dealers and suppliers, and a great day for millions of
Saab customers and fans worldwide."

"Throughout negotiations over the past year, GM has worked with
many parties, including governments and investors, to find a
solution for Saab," said Nick Reilly, president, GM Europe.  "I'm
very pleased that we could come to a positive conclusion, one that
presents a viable future for Saab and preserves jobs in Sweden and
elsewhere."

According to the Financial Times' John Reed and Andrew Ward, the
deal, which Spyker and GM agreed in principle in January, will
save 3,400 jobs at Saab's operations in Sweden and more at its
1,100 dealers.  The FT recalls the Swedish carmaker had been in
administration since February 2009, when GM said it planned to
sell or wind it down as it prepared to file for bankruptcy
protection in the U.S.

Spyke, the FT says, is paying US$74 million in cash for the assets
and GM will also receive US$326 million of shares in the new Saab-
Spyker company in return for emergency financing injected into
Saab by the US carmaker over the past year.  An initial US$50
million payment was due on completion of the deal with a further
US$24 million to be paid in July, the FT discloses.

The FT notes in addition to the sum payable to GM, Spyker says it
has secured the US$1 billion it says will be needed to return Saab
to profitability by 2012, including a EUR400 million loan from the
European Investment Bank, guaranteed by the Swedish government.
Most of the remainder would come from the funds committed by GM to
help keep Saab afloat before the deal, the FT states.

                       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)


===========
T U R K E Y
===========


VESTEL ELEKTRONIK: S&P Gives Stable Outlook; Affirms 'B-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised to stable from
negative its outlook on Turkish brown and white goods manufacturer
Vestel Elektronik Sanayi Ve Ticaret A.S.  At the same time, S&P
affirmed the 'B-' long-term corporate credit rating on Vestel.
S&P also affirmed the 'B-' issue rating on Vestel subsidiary
Vestel Electronics Finance Ltd.'s US$225 million notes due May
2012.  The '4' recovery rating on these notes remains unchanged.

"The outlook revision reflects S&P's belief that Vestel's covenant
headroom at Dec. 31, 2009, remained adequate, after a sizable
increase as of June 30, 2009, versus the tight year-end 2008
level," said Standard & Poor's credit analyst Patrice Cochelin.
"In S&P's opinion, these improvements in turn reflect the
demonstrated support from Vestel's main shareholder, Mr. Ahmet
Zorlu, through a Turkish lira 160 million equity increase in 2009,
and Vestel's recently improved profitability."

Still, the rating remains constrained by what S&P sees as Vestel's
high reliance on various forms of short-term funding; high
leverage; volatile operating performance, partly reflecting uneven
macroeconomic conditions in Turkey and foreign exchange rate
swings; and weak and recently negative cash generation.  These
weaknesses are only partially mitigated, in S&P's view, by the
company's cost-efficient manufacturing and rising market share in
the EU TV market after weathering the challenging transition to
flat-screen TVs.  At Sept. 30, 2009, Vestel reported gross
consolidated debt of US$589 million.

"The stable outlook reflects S&P's expectation that Vestel will
likely unwind some of its working capital built up over 2009 to
meaningfully improve free cash flow in 2010, and will allocate
free cash flow primarily to debt reduction.  The outlook also
factors in the maintenance of covenant headroom of at least 15%-
20% for the next calculation dates," said Mr. Cochelin.

The ratings could experience downward pressure in particular if
S&P see that covenant headroom weakens or cash flow generation
does not improve in line with S&P's expectations.

Ratings upside could in S&P's view come from Vestel's steady
reduction of its gross debt, particularly short-term debt, and the
maintenance of adequate financial covenant headroom, among others.


* S&P Raises Counterparty Credit Ratings on Seven Turkish Banks
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
counterparty credit ratings on these seven Turkish financial
institutions.

Albaraka Turk Katilim Bankasi AS
HSBC Bank A.S.
Garanti Finansal Kiralama A.S.
Trkiye Garanti Bankasi A.S.
Trkiye Is Bankasi A.S.
Trkiye Vakiflar Bankasi T.A.O.
Yapi ve Kredi Bankasi A.S.

The rating actions follow the upgrade of the sovereign, the
Republic of Turkey (foreign currency BB/Positive/B, local
currency, BB+/Positive/B), reflecting S&P's view of the Turkish
government's improving economic policy flexibility as a result of
its strong track record in steadily reducing the debt burden over
the past decade.  It also reflects S&P's opinion of the success of
Turkey's regulatory institutions in preserving the solidity of the
financial sector, despite external adversity.  S&P considers that
improvements in the banking sector have also helped Turkey
maintain better access to global financial markets compared with
many peer banking systems.

The ratings reflect S&P's opinion that these banks are well
positioned to benefit from an improvement in their operating
environment, which should help reduce their credit and funding
risks as well as creating business growth opportunities.  In S&P's
view, the impact of the recent economic slowdown on Turkish banks
has been very limited due to their resilience, built up over a
decade of reform following the severe 2001 financial and economic
crisis.  Although S&P sees scope for further deterioration in
asset quality due to delayed effects following the economic
slowdown, these are expected to remain manageable, and are already
incorporated in current ratings.

Although benefits reaped from the reducing interest rate
environment are not expected to continue, the latter enabled
Turkish banks to improve their financial performance in 2009, with
system net profits increasing by almost 50%.  In S&P's view,
growing business volumes under the current improving economic
climate could help sustain banks' good performance going forward.
S&P believes good levels of capitalization and adequate funding
provide these banks with the financial flexibility to grow their
business.  Most banks have access to a strong customer deposit
base and have continued to successfully access foreign markets to
refinance their wholesale debt.

Turkish banks' financial performance and fundamentals will likely
remain highly correlated with sovereign creditworthiness through,
among other things, their significant holdings of government
securities and exposure to the domestic economic and financial
environment.  S&P expects ongoing pressure from asset quality
associated with the economic slowdown, although this should remain
manageable.

The positive outlook on these financial institutions mirrors that
on Turkey.  The ratings on the banks could gain positive momentum
if Turkey succeeds in putting public finances on a sustained path
of fiscal consolidation, as this would create a more supportive
environment.  Conversely, if confidence or the domestic economic
environment deteriorates more than S&P expects, it may put
additional pressure on banks' asset quality and financial
performance, putting pressure on their ratings.

                           Ratings List

                    Upgraded; Ratings Affirmed

                Albaraka Turk Katilim Bankasi AS

                     Counterparty credit rating

                  To                From
                  --                ----
                  BB/Positive/B     BB-/Stable/B

              Long-term Turkey national scale rating

                     To                From
                     --                ----
                     trAA-             trA+

              Short-term Turkey national scale rating

                     To                From
                     --                ----
                     trA-1             trA-1

                      Certificates of deposit

                     To                From
                     --                ----
                     BB/B              BB-/B

                   Garanti Finansal Kiralama A.S.

                    Counterparty credit rating

                  To                From
                  --                ----
                  BB/Positive/B     BB-/Stable/B

                           HSBC Bank A.S.

                    Counterparty credit rating

                  To                From
                  --                ----
                  BB+/Positive/B    BB/Stable/B

              Long-term Turkey national scale rating

                     To                From
                     --                ----
                     trAA+             trAA+

              Short-term Turkey national scale rating

                     To                From
                     --                ----
                     trA-1             trA-1

                     Certificates of deposit

                     To                From
                     --                ----
                     BB+/B             BB/B

                   Trkiye Garanti Bankasi A.S.

                    Counterparty credit rating

                  To                From
                  --                ----
                  BB/Positive/--    BB-/Stable/--

                     Certificates of deposit

                     To                From
                     --                ----
                     BB                BB-

                   Trkiye Is Bankasi A.S.

                    Counterparty credit rating

                  To                From
                  --                ----
                  BB/Positive/B     BB-/Stable/B

              Long-term Turkey national scale rating

                     To                From
                     --                ----
                     trAA              trA+

              Short-term Turkey national scale rating

                     To                From
                     --                ----
                     trA-1             trA-1

                     Certificates of deposit

                     To                From
                     --                ----
                     BB/B              BB-/B

                 Trkiye Vakiflar Bankasi T.A.O.

                    Counterparty credit rating

                     To                From
                     --                ----
                     BB/Positive/B     BB-/Stable/B

                     Certificates of deposit

                     To                From
                     --                ----
                     BB/B              BB-/B

              Long-term Turkey national scale rating

                     To                From
                     --                ----
                     trAA              trA+

              Short-term Turkey national scale rating

                     To                From
                     --                ----
                     trA-1             trA-1

                    Yapi ve Kredi Bankasi A.S.

                    Counterparty credit rating

                   To                From
                   --                ----
                   BB/Positive/B     BB-/Stable/B

                     Certificates of deposit

                     To                From
                     --                ----
                     BB/B              BB-/B

              Long-term Turkey national scale rating

                     To                From
                     --                ----
                     trAA              trA+

              Short-term Turkey national scale rating

                     To                From
                     --                ----
                     trA-1             trA-1


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


ARMA BANK: NBU Appoints Maryna Slavkina as Liquidator
-----------------------------------------------------
Interfax-Ukraine, citing a source in the banking sector, reports
that the National Bank of Ukraine has appointed Maryna Slavkina as
liquidator of Arma Bank.

Interfax-Ukraine's source said "NBU resolution No. 79 dated
February 19, 2010, withdraws [the bank's] license as of February
22 and launches the liquidation procedure at Arma Bank".

According to Interfax-Ukraine, central bank representatives
repeatedly claimed that investors were interested in the bank, but
no agreements on the bank were struck.

Arma Bank, founded in 2003, was 166th among 179 Ukrainian banks in
terms of overall assets (UAH122 million) as of January 1, 2010,
according to the NBU.  The bank is based in Kyiv.


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


ABBOT GROUP: S&P Keeps 'B-' Long-Term Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it is keeping its
'B-' long-term corporate credit ratings on U.K.-based oil services
company Abbot Group Ltd. and related entity Turbo Alpha Ltd. on
CreditWatch where they were placed with negative implications on
Nov. 16, 2009, on concerns about ongoing covenant compliance.  The
recovery ratings of '3' on Turbo Alpha's senior secured bank
facilities are unchanged.

"The continuing CreditWatch placement reflects S&P's understanding
that Abbot Group's majority owner, First Reserve (not rated), is
considering various actions to support the group's credit profile
and that discussions to amend the group's covenants are underway,"
said Standard & Poor's credit analyst Paul Watters.  "In S&P's
view, covenant risk remains high, albeit S&P understand that Abbot
was in compliance with its covenants at year-end 2009."

The covenants become gradually stricter in 2010 and if they are
not reset S&P expects a breach, perhaps even as early as the end
of the second quarter.  Furthermore, S&P also expect that the
group's performance will continue to be under pressure in 2010 and
2011 from lower recontracting rates as all three of the company's
jack-up rigs come off contract later in the year.  Despite
expected pressure on pricing, S&P expects utilization rates to
stay firm, benefiting from the improved oil price levels.
Consequently, without tangible support from the owners and a
covenant reset S&P believes a downgrade to the 'CCC' category is
likely.

Our current assessment is that Abbot Group's 2010 EBITDA could
decline toward the lower end of the $260 million-$280 million
range from $309 million in 2009.  These factors in significantly
lower jack-up day-rates but also the full-year benefit of cost
reductions implemented last year.  The group's EBITDA is likely be
held back in 2011 by the full-year impact of lower jack-up rig-
rates, but some organic growth will, in S&P's view, return
thereafter.  Under these assumptions, S&P believes that Abbot
Group's high leverage is unsustainable without some ownership
support.

At year-end 2009, according to the group, the covenant test for
total net debt to EBITDA stood at 5.7x and this will fall to 5.1x
by the end of 2010.  According to management, total net debt to
EBITDA was 5.38x at year-end 2009.  S&P understands from
management that cash flow remained positive in the fourth quarter
of 2009 and that free operating cash flow was around $89 million
in full-year 2009.  This was achieved primarily through a
significant reduction in working capital (notably receivables) in
the fourth quarter, some of which may reverse in 2010.  Near-term
debt maturities in the coming years remain very low and are
adequately covered by available liquidity.

S&P aims to resolve the CreditWatch placement in the coming two
months, when Abbot Group and its lenders have completed their
discussions on the group's financial covenants and once the extent
of likely owner support becomes more definitive.

"Although S&P expects the negotiations to be successful, if their
success were to be called into question S&P would likely lower the
rating to the 'CCC' category," said Mr. Watters.  "Moreover, a
forced restructuring that resulted in any impairment for either
senior or mezzanine lenders would result in us moving the
corporate credit ratings to 'D' in line with S&P's methodology for
distressed debt restructurings."


BRITISH AIRWAYS: Cabin Crew Votes In Favor of Strike
----------------------------------------------------
Steven Rothwell and Tony Czuczka at Bloomberg News report that
British Airways Plc's 12,000 cabin crew voted in favor of a
walkout in a dispute over staffing levels.

According to Bloomberg, the Unite union on Monday said almost 81%
of those voting at BA backed a stoppage, with the turnout at 79%.

Bloomberg says under U.K. law, any action must begin within a
month and could start next week.

Bloomberg relates British Airways, which last suffered a strike in
1997, said the outcome of the month-long crew poll was
"disappointing" and that most employees would have voted before
the legality of the staffing changes was established in court last
week.

BA Chief Executive Officer Willie Walsh is at loggerheads with
flight attendants after cutting crew levels without union
agreement, Bloomberg discloses.  The carrier aims to trim costs
after posting a GBP245-million (US$379 million) loss in the nine
months ended Dec. 31, Bloomberg notes.  A strike could cost GBP25
million a day, Bloomberg says citing John Strickland of JLS
Consulting Ltd.

As reported yesterday by the Troubled Company Reporter-Europe, the
Financial Times said Unite lost in its legal bid to reverse cuts
to cabin crew costs.  The FT disclosed Judge Sir Christopher
Holland threw out the Unite claim on the grounds that the
company's policy to keep cabin crew number at certain levels was
an aspiration rather than a legally binding contractual
commitment.  The High Court ruling -- in which the judge
questioned whether the court case was helpful in resolving the
disagreement -- was BA's second legal victory over Unite after
blocking the union's threat of a strike over Christmas, the FT
noted.

                       About British Airways

Headquartered in Harmondsworth, England, British Airways Plc,
along with its subsidiaries, (LON:BAY) -- http://www.ba.com/-- is
engaged in the operation of international and domestic scheduled
air services for the carriage of passengers, freight and mail and
the provision of ancillary services.  The Company's principal
place of business is Heathrow.  It also operates a worldwide air
cargo business, in conjunction with its scheduled passenger
services.  The Company operates international scheduled airline
route networks together with its codeshare and franchise partners,
and flies to more than 300 destinations worldwide.  During the
fiscal year ended March 31, 2009 (fiscal 2009), the Company
carried more than 33 million passengers.  It carried 777,000 tons
of cargo to destinations in Europe, the Americas and throughout
the world.  In July 2008, the Company's subsidiary, BA European
Limited (trading as OpenSkies), acquired the French airline,
L'Avion.

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Nov. 12,
2009, Moody's Investors Service placed the Ba3 Corporate Family
and Probability of Default Ratings of British Airways plc and the
senior unsecured and subordinate ratings of B1 and B2 under review
for possible downgrade.

Moody's said the rating action reflects the continued weakening in
profitability in the first half of FY2010 (to September 2009),
with an operating loss of GBP111 million reported versus a profit
of GBP140 million a year earlier (post restructuring charges), and
Moody's view that losses in FY2010 will likely be higher than in
FY2009.  This comes in spite of lower operating costs, notably for
fuel, as demand in the industry remains very depressed, while the
company has successfully reduced its employee and selling costs.
Reported net debt remained constant during the period, partly
benefiting from a positive exchange rate impact, although Moody's
debt metrics also incorporate the full value of the convertible
notes issued in August 2009.


BRITISH AIRWAYS: In Talks with Kingfisher Over Code Sharing Deal
----------------------------------------------------------------
Kingfisher Airlines Chairman and CEO Vijay Mallya is negotiating
an arrangement with British Airways that would allow Europe's
second-largest carrier to book its passengers on Kingfisher
flights within India, The Economic Times reports.

The report says that, if the deal pushes through, it would be the
first such agreement between a private Indian carrier and a
foreign airline for domestic routes.

According to the report, Kingfisher will soon seek the regulatory
approval from India's civil aviation authorities, if the talks
prove successful.

"Kingfisher has enquired about the possibility of code-sharing
with British Airways on domestic routes.  It is, however, yet to
formally write to us on this," the report quoted a civil aviation
ministry official as saying.

The report, citing a Kingfisher spokesperson, relates that the
airline is in talks with international carriers without naming
any.  "We are in discussion with a few airlines on possible code-
sharing and we have made informal inquiries with the ministry of
civil aviation," the spokesperson told ET.

British Airways said it would not comment on speculation.  "We
talk to a variety of airlines and don't comment on rumour and
speculation," BA spokesperson in Delhi told ET.

                         About Kingfisher

Headquartered in Mumbai, India, Kingfisher Airlines --
http://www.flykingfisher.com/-- formerly known as Deccan
Aviation Ltd., serves about 35 domestic destinations with a fleet
of more than 40 aircraft, including Airbus jets and ATR 72
turboprops.  It maintains bases in major cities such as Delhi and
Mumbai.  Kingfisher Airlines is a unit of UB Holdings, best known
for its United Breweries unit, and the carrier shares the
Kingfisher brand with a popular Indian beer.  UB Holdings also
owns a stake in another domestic carrier, Air Deccan, whose
operations it combined with Kingfisher Airlines in mid-2008.
Kingfisher Airlines began flying in 2005.

                       About British Airways

Headquartered in Harmondsworth, England, British Airways Plc,
along with its subsidiaries, (LON:BAY) -- http://www.ba.com/-- is
engaged in the operation of international and domestic scheduled
air services for the carriage of passengers, freight and mail and
the provision of ancillary services.  The Company's principal
place of business is Heathrow.  It also operates a worldwide air
cargo business, in conjunction with its scheduled passenger
services.  The Company operates international scheduled airline
route networks together with its codeshare and franchise partners,
and flies to more than 300 destinations worldwide.  During the
fiscal year ended March 31, 2009 (fiscal 2009), the Company
carried more than 33 million passengers.  It carried 777,000 tons
of cargo to destinations in Europe, the Americas and throughout
the world.  In July 2008, the Company's subsidiary, BA European
Limited (trading as OpenSkies), acquired the French airline,
L'Avion.

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Nov. 12,
2009, Moody's Investors Service placed the Ba3 Corporate Family
and Probability of Default Ratings of British Airways plc and the
senior unsecured and subordinate ratings of B1 and B2 under review
for possible downgrade.

Moody's said the rating action reflects the continued weakening in
profitability in the first half of FY2010 (to September 2009),
with an operating loss of GBP111 million reported versus a profit
of GBP140 million a year earlier (post restructuring charges), and
Moody's view that losses in FY2010 will likely be higher than in
FY2009.  This comes in spite of lower operating costs, notably for
fuel, as demand in the industry remains very depressed, while the
company has successfully reduced its employee and selling costs.
Reported net debt remained constant during the period, partly
benefiting from a positive exchange rate impact, although Moody's
debt metrics also incorporate the full value of the convertible
notes issued in August 2009.


CHESTER ASSET: S&P Removes BB-Rated Notes From Watch Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch
negative and affirmed its credit ratings on the class A notes
issued by various Chester Asset Receivables Dealings PLC (Cards
Trust I and Trust II).  At the same time S&P raised and removed
from CreditWatch developing classes B and C issued in various
Chester Asset Receivables Dealings PLC transactions (Cards Trust I
and Trust II).

The rating actions follow the issuance of unrated subordinated
series from each Trust to provide support for all classes of notes
from the outstanding series.  Series 2009-A provides support for
the series from cards Trust 1, series 2009-1 provides support to
the linked series issued from Cards Trust 2, and series 2009-2
provides support to the delinked issuances from Cards Trust 2.

The new series are sized at 20.4% of the outstanding series that
they support, and will redeem in line with the amortization of the
reference series.

The rating actions take in to account the worsening performance of
the trusts since the CreditWatch placements, and S&P's revised
base cases reflect this.

For Cards 1, S&P has increased its charge-off base case to 14.0%
from 11.5%, increased its yield base case to 20.0% from 18.0%, and
decreased its payment rate base case to 9.5% from 10.5%.

For Cards 2, S&P has increased its charge-off base case to 15.0%
from 12.0%, increased its yield base case to 20.0% from 17.0%, and
decreased its payment rate base case to 11.0% from 12.5%

S&P lowered the ratings on classes B and C for Cards Trust I on
April 15, 2009 to 'BBB+' from 'A', and to 'BB+' from 'BBB',
respectively.  S&P lowered the ratings on classes B and C for
Cards Trust II on April 15, 2009 to 'BBB' from 'A', and to 'BB'
from 'BBB', respectively.  These ratings actions followed
deterioration in performance of the assets backing both Trusts.

S&P will publish a transaction update on these transactions in due
course.

Cards Trust I and Cards Trust II are master trusts backed by
credit card receivables originated by MBNA Bank Europe.

                          Ratings List

      Ratings Removed From Creditwatch Developing and Raised

          Chester Asset Receivables Dealings No.11 PLC
GBP60 Million And EUR730 Million Asset Backed Floating Rate Notes

                              Rating
                              ------
         Class       To                   From
         -----       --                   ----
         B           A                    BBB+/Watch Dev
         C           BBB                  BB+/Watch Dev

          Chester Asset Receivables Dealings No.12 PLC
         GBP300 Million Asset Backed Floating Rate Notes

                              Rating
                              ------
         Class       To                   From
         -----       --                   ----
         B           A                    BBB+/Watch Dev
         C           BBB                  BB+/Watch Dev

          Chester Asset Receivables Dealings 2001-B PLC
         GBP250 Million Asset Backed Floating Rate Notes

                              Rating
                              ------
         Class       To                   From
         -----       --                   ----
         B           A                    BBB/Watch Dev
         C           BBB                  BB/Watch Dev

          Chester Asset Receivables Dealings 2003-B PLC
    GBP250 Million Fixed and Floating-Rate Asset-Backed Notes

                              Rating
                              ------
         Class       To                   From
         -----       --                   ----
         B           A                    BBB/Watch Dev
         C           BBB                  BB/Watch Dev

          Chester Asset Receivables Dealings 2003-C PLC
         EUR706 Million Asset Backed Floating Rate Notes

                              Rating
                              ------
         Class       To                   From
         -----       --                   ----
         B           A                    BBB/Watch Dev
         C           BBB                  BB/Watch Dev

          Chester Asset Receivables Dealings 2004-1 PLC
         GBP500 Million Asset Backed Floating Rate Notes

                              Rating
                              ------
         Class       To                   From
         -----       --                   ----
         B           A                    BBB/Watch Dev
         C           BBB                  BB/Watch Dev


          Chester Asset Receivables Dealings Issuer Ltd.
EUR175 Million Asset Backed Floating Rate Notes Series 2004-C1

                              Rating
                              ------
         Class       To                   From
         -----       --                   ----
         C1          BBB                  BB/Watch Dev

          Chester Asset Receivables Dealings Issuer Ltd.
GBP70 Million Asset Backed Floating Rate Notes Series 2006-C1

                              Rating
                              ------
         Class       To                   From
         -----       --                   ----
         C1          BBB                  BB/Watch Dev


          Chester Asset Receivables Dealings Issuer Ltd.
EUR125 Million Asset Backed Floating Rate Notes Series 2004-B1

                              Rating
                              ------
         Class       To                   From
         -----       --                   ----
         B1          A                    BBB/Watch Dev

          Chester Asset Receivables Dealings Issuer Ltd.
  GBP50 Million Asset Backed Floating Rate Notes Series 2006-B1

                              Rating
                              ------
         Class       To                   From
         -----       --                   ----
         B1          A                    BBB/Watch Dev


      Ratings Removed From Creditwatch Negative And Affirmed

           Chester Asset Receivables Dealings No.11 PLC
GBP60 Million and EUR730 Million Asset Backed Floating Rate Notes

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


           Chester Asset Receivables Dealings No.12 PLC
          GBP300 Million Asset Backed Floating Rate Notes

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

          Chester Asset Receivables Dealings 2001-B PLC
         GBP250 Million Asset Backed Floating Rate Notes

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

          Chester Asset Receivables Dealings 2003-B PLC
    GBP250 Million Fixed And Floating Rate Asset Backed Notes

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

          Chester Asset Receivables Dealings 2003-C PLC
         EUR706 Million Asset Backed Floating Rate Notes

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

          Chester Asset Receivables Dealings 2004-1 PLC
         GBP500 Million Asset Backed Floating Rate Notes

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


          Chester Asset Receivables Dealings Issuer Ltd.
  GBP300 Million Asset Backed Floating Rate Notes Series 2004-A1

                              Rating
                              ------
         Class       To                   From
         -----       --                   ----
         A1          AAA                  AAA/Watch Neg

          Chester Asset Receivables Dealings Issuer Ltd.
  GBP250 Million Asset Backed Floating Rate Notes Series 2006-A1

                              Rating
                              ------
         Class       To                   From
         -----       --                   ----
         A1          AAA                  AAA/Watch Neg

          Chester Asset Receivables Dealings Issuer Ltd.
  EUR350 Million Asset Backed Floating Rate Notes Series 2008-A1

                              Rating
                              ------
         Class       To                   From
         -----       --                   ----
         A1          AAA                  AAA/Watch Neg

          Chester Asset Receivables Dealings Issuer Ltd.
  GBP300 Million Asset Backed Floating Rate Notes Series 2008-A2

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


LANDSDOWNE VENTURE: Bought Out of Administration by Kelso Place
---------------------------------------------------------------
Hannah Kuchler at The Financial Times reports that Landsdowne
Venture Group, the owner of Red Instructor Training and Red
Driving School, has been bought out of administration by private
equity firm Kelso Place Asset Management.

The FT notes Kelso Place refused to say how much it paid for
Landsdowne except that it was in the "significant single-digit
millions".

According to the FT, the buyout by Kelso Place will save 400 jobs
at LVG.

The private equity firm financed the acquisition with its new
GBP100 million "special situations" fund that was created in
December to rescue businesses with cash flow problems, the FT
discloses.

As reported by the Troubled Company Reporter-Europe, Andrew
Stoneman and Paul Clark, partners at MCR, were appointed joint
administrators of LVG Limited on February 16, 2010.  It is one of
the UK's largest driving instructor training colleges and third
largest driving school.

The Company's head office is located in Brighton, with its
principal activities carried out under the RED Brand.  This
includes RED Instructor Training, RED Driving School and RED Fleet
Training.

Andrew Stoneman, Partner, MCR, stated "most recent financial
reports indicate the business has been quite a healthy and
profitable operation.  It only entered administration due to a
lack of funding and investment."


LLOYDS BANKING: CEO Eric Daniels Waives GBP2.33 Mil. 2009 Bonus
---------------------------------------------------------------
Patrick Jenkins and Kate Burgess at The Financial Times report
that Eric Daniels, chief executive of Lloyds Banking Group, on
Monday waived his right to a GBP2.33 million bonus for 2009.

According to the FT, Lloyds said its board had authorized Mr.
Daniels' annual bonus in recognition of the "significant" progress
the bank had made to rehabilitate itself following its rescue of
HBOS but praised his decision to forgo the pay-out.

Citing bankers and advisers, the FT says Lloyds came under little
pressure from investors over the annual bonus or from the
government, which owns 41% of the bank,

The FT notes the bank remains locked in negotiations with
investors over plans to increase the potential value of
Mr. Daniels' long-term awards by more than a third.  According to
the FT, shareholders said Sir Win Bischoff, Lloyds' chairman, is
seeking backing to increase the maximum value of Mr. Daniels'
long-term incentive plan from a maximum 200% of salary to 275%, or
GBP2.85 million.

                 About Lloyds Banking Group PLC

Lloyds Banking Group PLC, formerly Lloyds TSB Group plc,
(LON:LLOY) -- http://www.lloydsbankinggroup.com/-- is a United
Kingdom-based financial services group providing a range of
banking and financial services, primarily in the United Kingdom,
to personal and corporate customers.  The Company operates in
three divisions: UK Retail Banking, Insurance and Investments, and
Wholesale and International Banking.  Its main business activities
are retail, commercial and corporate banking, general insurance,
and life, pensions and investment provision.  The Company also
operates an international banking business with a global footprint
in 40 countries.  Services are offered through a number of brands,
including Lloyds TSB, Halifax, Bank of Scotland, Scottish Widows,
Clerical Medical and Cheltenham & Gloucester.  On January 16,
2009, Lloyds Banking Group plc acquired HBOS plc.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on Nov. 25,
2009, Moody's took rating actions on certain hybrid and junior
subordinated capital instruments of Lloyds Banking Group.  The
actions incorporate the European Commission requirement for Lloyds
to skip coupons from January 31, 2010 to January 30, 2012 on those
hybrid instruments where the terms allow for such a coupon skip.
This requirement was part of Lloyds' restructuring plan formally
approved by the EC on November 18, 2009.  The changes to some of
the ratings also incorporate Moody's revised methodology for
hybrids and subordinated debt.

Non-cumulative preference shares/ preferred securities May Pay --
affirmed at B3, outlook changed to negative -- List A:

Non-cumulative preference shares/ preferred securities Must Pay --
upgraded from B3 to Ba2/Ba3 (negative outlook) -- List B:

Cumulative preferred securities May Pay -- confirmed at Ba2
(negative outlook) -- List C:

Cumulative preferred securities Must Pay -- upgraded to Ba1
(negative outlook) -- List D:

Junior subordinated debt May Pay -- downgraded to Ba2 (negative
outlook) -- List E:

Junior subordinated debt Must Pay -- confirmed at Ba1 / downgraded
to Ba2 (negative outlook) -- List F:

All ratings have a negative outlook.


MANCHESTER WHOLESALE: BDO Blames Rival Business for Collapse
------------------------------------------------------------
James Chapelard at Crain's Manchester Business reports that poor
credit control, the economic climate and former employees setting
up a rival flower distributor contributed to the collapse of
Manchester Wholesale Flowers Ltd.

Crain's recalls MWFL was placed into administrative receivership
in November 2009, resulting in the loss of 18 jobs.  BDO served as
administrator, Crain's discloses.

Crain's relates the administrators said in their report five
ex-employees setting up a rival business in 2007 ate up a
"substantial proportion" of turnover, which fell from GBP5.39
million in 2006 to GBP3.9 million in the year to January 31, 2009.
Problems were further compounded by bad debts totaling GBP437,000
during 2008 and 2009, Crain's notes.

According to Crain's, NatWest is unlikely to recover all of the
GBP1.1 million it was owed while unsecured creditors owed
GBP900,000 will not see any dividend.

BDO, as cited by Crain's, said it had not been looking to sell the
business as a going concern, but was disposing of assets including
a 20,000 sq ft warehouse.

"As the company has ceased to trade and owing to the nature of the
company's business, there is a minimal realizable stock," Ms. Pye
said in her report, according to Crain's.  "There was no viable
business and no possibility of trading within the insolvency
procedure."

Manchester Flowers Ltd. sold flowers, plants and sundries from its
warehouse at New Smithfield Market to florists, undertakers and
restaurants, mainly in the North West, according to Crain's
Manchester Business.


UK RECEIVABLES 1: Fitch Lifts Ratings on Class C Notes From 'B'
---------------------------------------------------------------
Fitch Ratings has upgraded the UK Receivables Trust 1 class B and
C notes and affirmed the class A notes.  Fitch has simultaneously
removed all notes from Rating Watch Negative, and assigned Stable
Outlooks to the class A notes and Positive Outlooks to the class B
and C notes.

The issuance of a subordinated note has increased credit
enhancement levels to 30%, 26% and 20.4% for the class A to C
notes respectively.  The new unrated 2009-A series (GBP204.9m) has
been subscribed to by the originator, MBNA Europe Bank Limited
(rated 'A+'/'F1+'/Outlook Stable), to support the existing notes.

The 2009-A note provides support by purchasing defaulted credit
card receivables from the receivables trust, thereby reducing the
allocation of defaulted receivables to the transaction's other
notes.  The UKRT 1 series do not feature an interest-sharing
mechanism.

Under the transaction documents, for the purpose of the cash
trapping and early amortization triggers, excess spread levels for
each series will be calculated on the basis that no purchase of
defaulted receivables has occurred.  Specifically, if the three-
month average excess spread level for any series, excluding the
purchase of defaulted receivables, is below zero, the relevant
series shall enter early amortization.

Fitch highlights that the credit enhancement provided by the
additional issuance is not specific to individual series and can
be depleted during the revolving period if individual series
experience negative excess spread prior to the purchase of
defaulted receivables.  However, these concerns are largely
mitigated by the relative similarity in excess spread levels
between the different series of notes and the continued
application of the three-month average excess spread trigger to
all series.

The increased credit enhancement levels, recent stabilization of
the charge-off rates, declining delinquency levels and modest
reductions in the percentage of receivables subject to debt
management plans support the Stable Outlooks assigned to class A
notes and the Positive Outlooks assigned to the class B and C
notes of UKRT 1.  However, Fitch notes that a significant future
deterioration in these performance metrics, relative to the
current levels, would likely lead to negative rating actions.

Fitch also notes that MBNA has elected to apply a 5% discount to
the price of credit card receivables assigned to the trust from 22
February 2010 to 31 October 2010.  The discounted portion of the
purchased receivables will be applied by the trust as interest
collections, therefore temporarily increasing yield and excess
spread.  From 1 July 2010 onwards the discount percentage will be
stepped down by 1% each month.  The step down will limit the
likelihood of a sudden drop in excess spread levels.  The decision
by MBNA to exercise the discount option will reduce the likelihood
of the excess spread early amortization trigger being breached
during the discounting period, specified above.

Fitch has evaluated the level of additional enhancement by testing
different stressed amortization scenarios in line with the
agency's US Credit Card ABS Rating Criteria.

The rating actions are:

Series 2001-1 (CARDS 11)

  -- Class A EUR730m notes: affirmed at 'AAA'; removed from RWN;
     assigned Outlook Stable

  -- Class B GBP20m notes: upgraded to 'A+' from 'A'; removed from
     RWN; assigned Outlook Positive

  -- Class C GBP40m notes: upgraded to 'BBB' from 'B'; removed
     from RWN; assigned Outlook Positive

Series 2001-2 (CARDS 12)

  -- Class A GBP264m notes: affirmed at 'AAA'; removed from RWN;
     assigned Outlook Stable

  -- Class B GBP12m notes: upgraded to 'A+' from 'A'; removed from
     RWN; assigned Outlook Positive

  -- Class C GBP24m notes: upgraded to 'BBB' from 'B'; removed
     from RWN; assigned Outlook Positive


UK RECEIVABLES 2: Fitch Lifts Ratings on Class C Notes From 'B'
---------------------------------------------------------------
Fitch Ratings has affirmed the class A notes of UK Receivables
Trust 2 and upgraded the transaction's class B and C notes.  Fitch
has simultaneously removed all note classes from Rating Watch
Negative, and assigned Stable Outlooks to the class A notes and
Positive Outlooks to the class B and C notes.

The issuance of two subordinated notes has increased credit
enhancement levels to 30.0%, 26.0% and 20.4% for the class A to C
notes respectively.  The new unrated 2009-1 series
(GBP385.3 million) and unrated 2009-2 series (GBP368.3 million)
have been subscribed to by the originator, MBNA Europe Bank
Limited (rated 'A+'/'F1+'/Outlook Stable), to support the notes
issued by the linked and delinked structures respectively.

The 2009-1 note provides support by purchasing defaulted credit
card receivables from the receivables trust, thereby reducing the
allocation of defaulted receivables to the transaction's other
notes.  The linked series do not feature an interest sharing
mechanism.  The 2009-2 note provides support both via the default
purchase mechanism and as a result of the socialized waterfall
that is applied to the delinked structure.

Under the transaction documents, for the purpose of the cash
trapping and early amortization triggers, excess spread levels for
each series will be calculated on the basis that no purchase of
defaulted receivables has occurred.  Specifically, if the three
month average excess spread level for any series, excluding the
purchase of defaulted receivables, is below zero, the relevant
series shall enter regulated amortization.

Fitch highlights that the credit enhancement provided by the
additional issuance is not specific to individual series and can
be depleted during the revolving period if individual series
experience negative excess spread prior to the purchase of
defaulted receivables.  However, these concerns are largely
mitigated by the relative similarity in excess spread levels
between the different series of notes and the continued
application of the three month average excess spread trigger to
all series.

The increased credit enhancement levels, recent stabilization of
the charge-off rates, declining delinquency levels and modest
reductions in the percentage of receivables subject to debt
management plans support the Stable Outlooks assigned to class A
notes and the Positive Outlooks assigned to the class B and C
notes of UKRT 2.  However, Fitch notes that a significant future
deterioration in these performance metrics, relative to the
current levels, would likely lead to negative rating actions.

Fitch also notes that MBNA has elected to apply a 5% discount to
the price of credit card receivables assigned to the trust from 22
February 2010 to 31 October 2010.  The discounted portion of the
purchased receivables will be applied by the trust as interest
collections, therefore temporarily increasing yield and excess
spread.  From 1 July 2010 onwards the discount percentage will be
stepped down by 1% each month.  The step down will limit the
likelihood of a sudden drop in excess spread levels.  The decision
by MBNA to exercise the discount option will reduce the likelihood
of the excess spread early amortization trigger being breached
during the discounting period, specified above.

With respect to the 2003-B and 2003-C series, Fitch notes the
participation of US-based swap counterparties, namely JP Morgan
Chase Bank NA (rated 'AA-'/'F1+'/Outlook Stable) and HSBC Bank USA
NA (rated 'AA'/'F1+'/Outlook Stable) respectively.  Therefore
these series remain subject to ongoing review with respect to the
possible priority of any termination payment payable in the event
of a default of the swap counterparty.

Fitch has evaluated the level of additional enhancement by testing
different stressed amortization scenarios in line with the
agency's US Credit Card ABS Rating Criteria.

The rating actions are:

UKRT 2 Linked (2009-1 Reference Series)

Series 2001-B

  -- Class A GBP220m notes: affirmed at 'AAA'; removed from RWN;
     assigned Outlook Stable

  -- Class B GBP12.5m notes: upgraded to 'A+' from 'A'; removed
     from RWN; assigned Outlook Positive

  -- Class C GBP17.5m notes: upgraded to 'BBB' from 'B'; removed
     from RWN; assigned Outlook Positive

Series 2003-B

  -- Class A GBP220m notes: affirmed at 'AAA'; removed from RWN;
     assigned Outlook Stable

  -- Class B GBP12.5m notes: upgraded to 'A+' from 'A'; removed
     from RWN; assigned Outlook Positive

  -- Class C GBP17.5m notes: upgraded to 'BBB' from 'B'; removed
     from RWN; assigned Outlook Positive

Series 2003-C

  -- Class A EUR621m notes: affirmed at 'AAA'; removed from RWN;
     assigned Outlook Stable

  -- Class B EUR35.5m notes: upgraded to 'A+' from 'A'; removed
     from RWN; assigned Outlook Positive

  -- Class C EUR49.5 notes: upgraded to 'BBB' from 'B'; removed
     from RWN; assigned Outlook Positive

Series 2004-1

  -- Class A GBP440m notes: affirmed at 'AAA'; removed from RWN;
     assigned Outlook Stable

  -- Class B GBP25m notes: upgraded to 'A+' from 'A'; removed from
     RWN; assigned Outlook Positive

  -- Class C GBP35m notes: upgraded to 'BBB' from 'B'; removed
     from RWN; assigned Outlook Positive

UKRT 2 Delinked (2009-2 Referenced Series)

  -- 2004-A1 GBP300m notes: affirmed at 'AAA'; removed from RWN;
     assigned Outlook Stable
  -- 2004-B1 EUR125m notes: upgraded to 'A+' from 'A'; removed
     from RWN; assigned Outlook Positive

  -- 2004-C1 EUR175.0m notes: upgraded to 'BBB' from 'B'; removed
     from RWN; assigned Outlook Positive

  -- 2006-A1 GBP250m notes: affirmed at 'AAA'; removed from RWN;
     assigned Outlook Stable

  -- 2006-B1 GBP50m notes: upgraded to 'A+' from 'A'; removed from
     RWN; assigned Outlook Positive

  -- 2006-C1 GBP70m notes: upgraded to 'BBB' from 'B'; removed
     from RWN; assigned Outlook Positive

  -- 2008-A1 EUR350m notes: affirmed at 'AAA'; removed from RWN;
     assigned Outlook Stable

  -- 2008-A2 GBP300m notes: affirmed at 'AAA'; removed from RWN;
     assigned Outlook Stable


* UK: Company Voluntary Arrangements to Rise in Popularity
----------------------------------------------------------
Anousha Sakoui at The Financial Times reports that restructuring
specialists expect the popularity of company voluntary
arrangements to rise after a recent legal decision concerning the
administration of Nortel Networks UK.

Citing Ian McDonald, head of restructuring at Mayer Brown, the FT
notes the case confirmed that companies in administration which
utilize leasehold premises must pay the full rent due as an
administration expense, making traditional trading administrations
potentially less attractive.

According to the FT, Mike Jervis, a partner at PwC Business
Recovery Services, said, "Managing businesses with large numbers
of outlets in traditional insolvency processes such as
administration will become more difficult if the recent Nortel
judgment on rent is upheld."

A CVA is a structure under UK insolvency laws that allows a
company to negotiate a plan to restructure its unsecured debts
with, for example, landlords or suppliers, the FT discloses.

                          Better Option

"The wind has changed.  Creditors might now approve a CVA when
they might not have in the past," the FT quoted John Alexander,
insolvency practitioner from Carter Backer Winter, as saying.
"They perhaps realize that a CVA might be a better option than
putting tenants into liquidation or administration.  HMRC is also
being more supportive of CVAs where they have confidence in the
management team."

The FT notes Mr. Alexander said, however, that CVAs can only work
for viable businesses.  Mr. Alexander, as cited by the FT, said
"They need to generate profits in order both to invest for growth
and pay off their debts."


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


* Corporate Restructurings to Rise as Countries Recover
-------------------------------------------------------
Anousha Sakoui at the Financial Times reports that while countries
have been emerging from recession and markets have recovered from
the lows that followed the collapse of Lehman Brothers, 2010 could
pose the greatest challenge for companies.

The FT notes typically, more companies go into restructuring as
countries come out of recession.

According to the FT, Graham Rusling, managing director of the
business support arm of Barclays, believes the second half of 2010
will be busier for restructuring specialists.

"Experience tells us that businesses are more vulnerable coming
out of than going into recession.  Larger businesses appear to be
faring better at present; it is smaller and medium-sized
businesses that are finding life tough," the FT quoted Mr. Rusling
as saying.

The FT says one of the principle drivers is expected to be a
weaker than hoped for economic recovery and the withdrawal of
government support programs.

Citing Matthew Prest, managing director at Moelis & Co., the FT
says while the market uncertainty of the past 12 months has made
lenders put off restructurings, the number of debt-to-equity swaps
is likely to increase.

Restructuring professionals expect to see increased activity in
the commercial real estate sector, with a number of real estate
backed financings expected default in 2010, the FT states.

Andrew MacCallum, managing director, Alvarez & Marsal, highlighted
automotive, manufacturing, chemical and retail as the sectors that
will see high numbers of restructurings, the FT discloses.  Mr.
MacCallum, as cited by the FT, said operational restructuring will
be needed and that 2010 could be a worse year than 2009.

Workers unions are likely to be much more involved in corporate
restructurings, adding a new layer of complexity, the FT notes.


                            *********

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

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

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

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

                            *********


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

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

Copyright 2010.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$625 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for members
of the same firm for the term of the initial subscription or
balance thereof are US$25 each.  For subscription information,
contact Christopher Beard at 240/629-3300.


                 * * * End of Transmission * * *