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        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

            Thursday, June 18, 2009, Vol. 10, No. 119

                            Headlines

A U S T R I A

ECHO-IMMOBILIEN GMBH: Creditors Have Until July 14 to File Claims
GOJTSCHEWITSCH GMBH: Creditors Must File Claims by June 29
PRINZ IMMOBOLIEN: Claims Filing Deadline is June 30
RECONSTRUCTION & PAINTWORK LTD: Claims Filing Deadline is June 29
SUNAIR LIEGENSCHAFTSVERWALTUNG: Claims Filing Deadline is July 15

TEAMIT GMBH: Creditors Must File Claims by July 13
WIENERBERGER AG: S&P Lowers Corporate Credit Rating to 'BB+/B'


D E N M A R K

STERLING AIRLINES: Icelandic Police Probes FL Group Over Sale


F I N L A N D

* FINLAND: EC Okays Subsidized State Guarantees for Ailing Firms


G E R M A N Y

ARCANDOR AG: Cancels Release of First-Half Interim Report
ARCANDOR AG: Filing Insolvency for 15 Units
ARCANDOR AG: Sal Oppenheim Sells 3.7% Stake
COGNIS GMBH: S&P Cuts Long-Term Corporate Credit Rating to 'B-'
GENERAL MOTORS: Opel May Cut Prices by 40% to Generate Cash

GENERAL MOTORS: Sberbank Says Opel to Produce 3MM Cars in 5 Years
QIMONDA AG: Administrator Eyes Sale for Parts of Business


I C E L A N D

LANDSBANKI ISLANDS: UK Authorities Lift Freezing Order on Assets
STODIR HF: Icelandic Police Conducts Probe Into Sterling Sale


I R E L A N D

ARDAGH GLASS: S&P Republishes Ratings to Clarify Notes' Status
OMEGA CAPITAL: S&P Withdraws 'CCC+' Ratings on EUR150 Mil. Notes
TITAN EUROPE: Moody's Junks Ratings on Two Classes of Notes


I T A L Y

ALITALIA SPA: Administrator Mulls Hiring Guards for Unsold Planes
FIAT SPA: Secures EUR400 Million Financing from EIB

* ITALY: EC Approves Prolongation of Bank Guarantee Scheme


K A Z A K H S T A N

GRAND IRON: Creditors Must File Claims by June 26
KAPSHAGAISKY ELEVATOR: Creditors Must File Claims by June 26
KAZAKHSTAN ELECTRICITY: S&P Puts BB+ Credit Rating on WatchNeg.
KAZAKHSTAN TEMIR: S&P Puts 'BB+' Issuer Credit Rating on WatchNeg.
KAZTEMIRTRANS JSC: S&P Puts BB+ Issuer Credit Rating on WatchNeg.

REINWEG LLP: Creditors Must File Claims by June 26
STATUS UNIVERSAL: Creditors Must File Claims by June 26

* S&P Puts Low-B Ratings on 4 KazMunayGas Units on Watch Negative
* S&P Puts Low-B Ratings on Four Kazakh GREs on Watch Negative


K Y R G Y Z S T A N

NURZA SYSTEMS: Creditors Must File Claims by July 10


P O L A N D

ZLOMREX SA: Moody's Downgrades Corporate Family Rating to 'Caa3'


R U S S I A

CHEBOKSARSKOE FISH-PROCESSING: Claims Filing Deadline is June 29
DAL-STROY LLC: Creditors Must File Claims by June 29
MEKOM LLC: Creditors Must File Claims by June 29
MORDOV-STROY-TRANS LLC: Creditors Must File Claims by June 29
OLYMPIC LLC: Creditors Must File Claims by June 29

STROY-ALYANS LLC: Creditors Must File Claims by June 29


S L O V E N I A

* SLOVENIA: EC Okays Temporary Scheme to Assist Ailing Companies
* SLOVENIA: EC Okays Subsidized State Guarantees for Ailing Firms


S W E D E N

GENERAL MOTORS: Koenigsegg to Buy Sweden's Saab Automobile


S W I T Z E R L A N D

A. FRICKER & CO: Claims Filing Deadline is June 29
ATEP AG: Creditors Must File Claims by June 29
GLOB TEXTILE-IMPEX AG: Claims Filing Deadline is June 29
INSIDEAN GMBH: Creditors Must File Claims by June 26
ISOLA BUSINESS: Claims Filing Deadline is June 26

ZWAHLEN SOLUTIONS: Claims Filing Deadline is June 26


U K R A I N E

AGRO PACK: Creditors Must File Claims by June 25
D.I.O. LLC: Creditors Must File Claims by June 25
IMPERIAL-TRADE LLC: Creditors Must File Claims by June 24
RTV LLC: Creditors Must File Claims by June 25
SVITOCH LLC: Creditors Must File Claims by June 24


U N I T E D   K I N G D O M

BAXI HOLDINGS: S&P Cuts Long-Term Corporate Credit Rating to 'CC'
BRITISH AIRWAYS: Urges Staff to Work Without Pay to Save Cash
CANDOVER: Banks Close to Finalizing Wood Mackenzie Sale Financing
CARLISLE CASTLE: Moody's Assigns 'Ba2' Rating on Class D Notes
CHARLTON HOUSE: In Administration; Begins Search for Buyer

CURZON FUNDING: S&P Adjusts Rating on US$60 Mil. Notes to 'CCC'
DAIRY FARMERS: Five Depots Sold; 172 Jobs Saved
DARLINGTON FOOTBALL: Moves CVA Creditors Meeting to June 25
GENERAL MOTORS: EC Calls for Takeover Probe; Vauxhall Jobs at Risk
INVENSYS PLC: Fitch Raises LT Issuer Default Rating to 'BB+'

NICE GROUP: Forced Into Adminstration by Arch Group
ROYAL BANK: CEO Says Will Not Call in Property Loans
TULLETT PREBON: Moody's Assigns Initial Rating on Planned Notes
VOLEX GROUP: De-Risked by New Refinancing Deal, Management Says

* PwC Says UK Entertainment and Media Revenue to Hit Record Low
* UK: Launches Consultation for Insolvency Regime Changes

* Upcoming Meetings, Conferences and Seminars


                         *********


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A U S T R I A
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ECHO-IMMOBILIEN GMBH: Creditors Have Until July 14 to File Claims
-----------------------------------------------------------------
Creditors of ECHO-Immobilien GmbH have until July 14, 2009, to
file their proofs of claim.

A court hearing for examination of the claims has been scheduled
for July 28, 2009 at 10:30 a.m.

For further information, contact the company's administrator:

         Dr. Thomas Wanek
         Hochstrasse 31
         2380 Perchtoldsdorf
         Austria
         Tel: 01/86 93 888
         Fax: 01/869 16 60 33
         E-mail: anwalt@aon.at


GOJTSCHEWITSCH GMBH: Creditors Must File Claims by June 29
----------------------------------------------------------
Creditors of Gojtschewitsch GmbH have until June 29, 2009, to file
their proofs of claim.

A court hearing for examination of the claims has been scheduled
for July 9, 2009 at 10:50 a.m.

For further information, contact the company's administrator:

         Mag. Andreas Droop
         Kirchstrasse 4
         6900 Bregenz
         Austria
         Tel: 05574/47244
         Fax: 05574/52545
         E-mail: office@anwalts-kanzlei.at


PRINZ IMMOBOLIEN: Claims Filing Deadline is June 30
---------------------------------------------------
Creditors of Prinz Immobilien Invest KG have until June 30, 2009,
to file their proofs of claim.

A court hearing for examination of the claims has been scheduled
for July 14, 2009 at 9:30 a.m.

For further information, contact the company's administrator:

         Mag. Dr. Guenther Hoedl
         Schulerstrasse 18
         1010 Vienna
         Austria
         Tel: 513 16 55
         Fax: 513 16 55 33
         E-mail: Hoedl@anwaltsteam.at


RECONSTRUCTION & PAINTWORK LTD: Claims Filing Deadline is June 29
-----------------------------------------------------------------
Creditors of Reconstruction & Paintwork Ltd have until
June 29, 2009, to file their proofs of claim.

A court hearing for examination of the claims has been scheduled
for July 13, 2009 at 10:40 a.m.

For further information, contact the company's administrator:

         Mag. Wolfgang Steflitsch
         Hauptplatz 14
         7400 Oberwart
         Austria
         Tel: 03352/32634-0
         Fax: 03352/33719
         E-mail: office@ra-steflitsch.at


SUNAIR LIEGENSCHAFTSVERWALTUNG: Claims Filing Deadline is July 15
-----------------------------------------------------------------
Sunair Liegenschaftsverwaltung GMBH will convene a meeting of its
creditors at 09.20 a.m. on July 22, 2009, at Land Court of, hall
101/1st floor.

Creditors of Sunair Liegenschaftsverwaltung GmbH have until
July 15, 2009, to file their proofs of claim.

A court hearing for examination of the claims has been scheduled
for July 22, 2009 at 9:20 a.m.

For further information, contact the company's administrator:

         Dr. Peter Bruendl
         Burggraben 6
         4780 Scharding
         Austria
         Tel: 07712 / 2746
         Fax: 07712 / 2746-22
         E-mail: bruendl-rachbauer@aon.at


TEAMIT GMBH: Creditors Must File Claims by July 13
--------------------------------------------------
TEAMiT GMBH will convene a meeting of its creditors at 13.00 p.m.
on July 23, 2009, at Land Court of Wels, hall 101.

Creditors of TEAMiT GmbH have until July 13, 2009, to file their
proofs of claim.

A court hearing for examination of the claims has been scheduled
for July 23, 2009 at 9:00 a.m.

For further information, contact the company's administrator:

         Mag. Alexandra Thomasberger
         Roemerstrasse 48
         4800 Attnang-Puchheim
         Austria
         Tel: 07674/63320
         Fax: 07674/63320-13
         E-mail: attnang@vb-lex.at


WIENERBERGER AG: S&P Lowers Corporate Credit Rating to 'BB+/B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-and
short-term corporate credit ratings on Austria-based brick
manufacturer Wienerberger AG to 'BB+/B' from 'BBB-/A-3'.  The
outlook is negative.

At the same time, S&P lowered its ratings on Wienerberger's hybrid
bond to 'B+' from 'BB', and on its unsecured bond to 'BB+' from
'BBB-'.

All the ratings were removed from CreditWatch with negative
implications, where they had originally been placed on
June 4, 2009.

S&P has lowered its financial risk profile assessment on
Wienerberger to "significant" from "intermediate".  S&P's
assessment of the company's "satisfactory" business risk profile
remains unchanged.

The downgrade reflects S&P's expectations for a sharper-than-
anticipated--and possibly prolonged--decline across emerging
Eastern European housing markets," said Standard & Poor's credit
analyst Xavier Buffon.  "The rating action also integrates S&P's
ensuing anticipation that Wienerberger's cash flow protection
metrics could likely drop significantly this year and fail to
recover materially before 2011."

The lowering of the issue ratings incorporates the application of
S&P's traditional notching criteria.  These rating actions are not
based on a recovery rating analysis because S&P has not at this
stage performed an assessment of Austria's insolvency regime.

S&P's downgrade of the hybrid bond reflects S&P's notching
criteria for optionally deferrable subordinated hybrid bonds.
Consequently, the one-notch increase in the difference with the
corporate credit rating on Wienerberger stems from S&P's downgrade
of the company to non-investment grade.  The lowering of the
rating on the unsecured bond reflects S&P's downgrade of
Wienerberger and S&P's estimate that the company's ratio of
priority liabilities to adjusted assets is below S&P's 15%
applicable one-notch threshold.

S&P continues to expect Wienerberger's liquidity to remain
adequate in the next two years, provided management successfully
addresses in advance shrinking headroom under financial covenants
to prevent any breach.  Without these steps, S&P thinks a breach
could likely occur at year-end 2009.

While true non-weather-related market conditions will only be
gradually known as S&P moves forward to summer, S&P thinks it is
becoming increasingly clear across the heavy materials industry
that seasonal pick up could be short of expectations and that the
pace of deterioration seen in the first months of this year could
significantly extend over the rest of 2009.

In addition, among its rated peers, Wienerberger is in S&P's
opinion the most heavily exposed to potentially more volatile
markets in emerging Eastern European countries, which contributed
more than half the group EBITDA in 2008.  S&P also considers that
the company is more concentrated on housing markets than several
of its rated heavy materials peers, and would therefore not
benefit from the cushion likely to be provided by infrastructure-
related construction markets.

"We are concerned that sharper pressure on Wienerberger's cash
flows than S&P currently factor into the ratings could occur, and/
or that subsequently discretionary cash flows could turn
negative," said Mr. Buffon.

S&P could lower the ratings on Wienerberger if the adjusted ratio
of FFO to debt falls toward the mid-teens and/or if liquidity
deteriorates, which could be brought about by any combination of
further drops in volumes and price disruptions in key markets.

S&P would revise the outlook to stable if S&P anticipates that the
adjusted FFO-to-debt ratio would not deteriorate to significantly
below the 20% mark for a prolonged period, and if Wienerberger
effectively addresses the risk of covenant breach.


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D E N M A R K
=============


STERLING AIRLINES: Icelandic Police Probes FL Group Over Sale
-------------------------------------------------------------
Rowena Mason at Telegraph.co.uk reports that Iceland's economic
police is investigating FL Group hf. (now known as Stodir hf.)
over the sale of Danish carrier Sterling Airlines.

The report relates police raided the offices of a firm of lawyers,
Logos, and a house belonging to its chief executive, Hannes
Smarason, looking into the sales and re-sales of Sterling, which
collapsed last year.

According to the report, the alleged incidents of fraud took place
more than three years ago at around the same time that FL Group
started building up a stake in Easyjet to 16.9pc, leading to
speculation that it would launch a takeover bid.  The report
discloses that sources in the Icelandic authorities said the
investigation centered on a period when Sterling was sold three
times in just over a year among a number of people closely linked
to the listed company.  The inquiry, the report says, is looking
at claims that a number of people linked to FL Group banked
personal profits running into millions at the expense of
shareholders.

As reported in the Troubled Company Reporter-Europe, on
Oct. 29, 2008, Sterling Airlines filed for bankruptcy after
decreasing demand and rapidly increasing fuel prices led to large
losses.

Based in Copenhagen, Denmark, Sterling Airlines A/S --
http://www.sterling.com/-- was an Icelandic-owned low-fare
airline.  At the end of 2005 Sterling had 1,600 staff and 29
aircraft.  The company flew to some European 40 destinations, with
Copenhagen Airport, Oslo Airport, Gardermoen and Stockholm Arlanda
Airport as primary hubs.


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F I N L A N D
=============


* FINLAND: EC Okays Subsidized State Guarantees for Ailing Firms
----------------------------------------------------------------
The European Commission authorized under EC Treaty rules on state
aid a Finnish guarantee scheme aimed at providing relief to
companies encountering financing difficulties as a result of the
credit squeeze in the current economic crisis.  The scheme allows
authorities to grant aid in the form of subsidized guarantees for
investment and working capital loans concluded by December 31,
2010.  The scheme meets the conditions of the Commission's
Temporary Framework for state aid measures to support access to
finance in the current financial and economic crisis, as amended
on February 25, 2009, because it is limited in time, respects the
relevant thresholds and applies only to companies that were not in
difficulty on July 1, 2008.  It is therefore compatible with
Article 87(3)(b) of the EC Treaty, which permits aid to remedy a
serious disturbance in the economy of a Member State.

Competition Commissioner Neelie Kroes said "The Finnish scheme
helps companies to obtain access to finance despite the current
credit squeeze.  This can be an effective way of encouraging
business investment and economic recovery without unduly
distorting competition."

The Finnish authorities designed the scheme on the basis of the
rules laid down in the Commission's Temporary Framework on state
aid to the real economy during the crisis and in particular the
conditions for aid in the form of subsidized guarantees.

The reduction of the guarantee fee can be applied during a period
of up to two years for loan guarantees contracted no later than 31
December 2010.  Where the duration of the underlying loan exceeds
two years, the safe-harbour premiums set out in the Annex to the
Temporary Framework, as amended, may be applied for an additional
maximum period of eight years.  The maximum duration of guarantees
granted under the scheme is limited to ten years.  The scheme does
not apply to firms that were already in difficulties before
July 1, 2008 (i.e. before the credit crunch).

The scheme allows aid to be granted at central, regional and local
level.  It can be applied to small and medium sized enterprises as
well as to large firms.


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


ARCANDOR AG: Cancels Release of First-Half Interim Report
---------------------------------------------------------
Frankfurt Bureau at Dow Jones Newswires reports that Arcandor AG
on Tuesday said that it has canceled the release of its first-half
interim report due to its application filed last week to open
insolvency proceedings.

According to Dow Jones, Arcandor's financial report for the six
months to March 31 was due to be released June 18.  The company,
which filed for insolvency last Tuesday after its two requests for
state aid were turned down, had previously twice postponed the
release, Dow Jones states.

                          Metro Talks

Dow Jones recalls Arcandor had halted talks with Metro AG on a
potential department store alliance after filing for insolvency,
saying its insolvency administrator needed to examine all possible
options.  Metro, Dow Jones says, is interested in combining
Arcandor's Karstadt department stores with its own Kaufhof chain.
Dow Jones discloses Metro Chief Executive Eckhard Cordes said, in
an advance of an interview with magazine Stern published Tuesday,
that if talks are stalled for too long the Karstadt stores "could
soon be in such a bad condition that we'll only be able to take
over 50 or fewer stores instead of 60."

Andrea Thomas at Dow Jones meanwhile relates German Chancellor
Angela Merkel said Monday Arcandor's filing for insolvency
presents an opportunity for a reasonabl restructuring.

                        About Arcandor AG

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


ARCANDOR AG: Filing Insolvency for 15 Units
-------------------------------------------
Dow Jones Newswires reports that Arcandor AG said Wednesday it is
filing to open insolvency proceedings for 15 further units,
affecting 6,700 employees.

Dow Jones relates Arcandor, which filed for insolvency last week,
said the units affected by the latest filing include Corporate
Service Group GmbH, which coordinates global procurement; Primondo
Operations GmbH, with its nine units in logistics and call center;
Primondo Management Service GmbH, Foto Quelle GmbH; Profectis
GmbH; and Belgium-based Europapier.  Dow Jones discloses according
to the retailer, Thomas Cook, home shopping television station
HSE24 and Primondo specialty mail-order business aren't affected
by the filings.

Arcandor, as cited by Dow Jones, said its businesses will continue
full operations during the initial insolvency proceedings.  The
provisionally-appointed insolvency administrator Klaus Hubert
Goerg is scheduled to provide information about his initial
findings today, June 18.

                         Bankruptcy

On June 11, 2009, the Troubled Company Reporter-Europe, citing
Bloomberg News, reported Arcandor filed for bankruptcy protection
after the German government turned down its request for loan
guarantees.  German Chancellor Angela Merkel, as cited by
Bloomberg News, said Arcandor's collapse was "unavoidable" after
investors and banks offered too little to save the retailer.
Bloomberg News recalled the government on June 8 rejected two
applications for help by Arcandor, which employs 43,000 people.
According to Bloomberg News, the retailer sought loan guarantees
of EUR650 million (US$904 million) from Germany's Economy Fund
program.  It also sought a further EUR437 million from a state-
owned bank, Bloomberg News said.

                     About Arcandor AG

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


ARCANDOR AG: Sal Oppenheim Sells 3.7% Stake
-------------------------------------------
Dow Jones Newswires reports that private bank Sal. Oppenheim Jr. &
Cie. said Wednesday it has sold its 3.7% stake in Arcandor AG
(ARO.XE) on the free market.

Dow Jones relates Sal. Oppenheim said it hasn't made a decision
yet on the 24.9% stake its industrial holding company holds in
Arcandor.

                     Bankruptcy Protection

On June 11, 2009, the Troubled Company Reporter-Europe, citing
Bloomberg News, reported Arcandor filed for bankruptcy protection
after the German government turned down its request for loan
guarantees.  German Chancellor Angela Merkel, as cited by
Bloomberg News, said Arcandor's collapse was "unavoidable" after
investors and banks offered too little to save the retailer.
Bloomberg News recalled the government on June 8 rejected two
applications for help by Arcandor, which employs 43,000 people.
According to Bloomberg News, the retailer sought loan guarantees
of EUR650 million (US$904 million) from Germany's Economy Fund
program.  It also sought a further EUR437 million from a state-
owned bank, Bloomberg News said.

                     About Arcandor AG

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


COGNIS GMBH: S&P Cuts Long-Term Corporate Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Germany-based specialty chemicals
producer Cognis GmbH to 'B-' from 'B'.  The outlook is negative.

"The downgrade reflects our view that Cognis' profitability may
weaken in 2009 and beyond as a result of significantly lower
selling volumes," said Standard & Poor's credit analyst Tobias
Mock.

In the first quarter of 2009, Cognis reported an 18% fall in sales
volumes across its portfolio year on year.  This was close to the
average decline reported by rated European chemical producers,
despite its stable homecare and personal care end markets and good
geographic diversification.  Cognis' sales volumes were also
likely affected by customers' destocking activities.

S&P has revised its assessment of Cognis' business risk profile to
"fair" from "satisfactory", given the sensitivity of its
businesses to markets affected by the economic downturn and S&P's
expectation that the company will experience only a moderate
recovery in the coming years.  Sales in Cognis' fatty alcohols,
silicates, polymers, coatings and inks, and synthetic lubricants
businesses decreased sharply because of their exposure to the
engineering, automotive, and housing sectors.  Only the pharma and
agrosolutions businesses managed a favorable sales development in
first-quarter 2009.

S&P expects the decline in volumes to ease in the course of 2009,
but to remain substantial for the full year, with only a moderate
recovery in 2010 and therefore continuously low capacity
utilization.

Cognis managed to maintain its selling prices across its portfolio
in the first quarter of 2009.  However, S&P expects pricing power
to weaken during 2009 owing to lower selling volumes and lower raw
material costs.

"The negative outlook on Cognis reflects the risk, in our view,
that its profitability could weaken materially as a result of
significantly lower sales volumes and falling selling prices in
2009," said Mr. Mock.  "A further increase in Cognis' already
highly leveraged capital structure or weakening of its liquidity
would likely result in a downgrade.  In addition, the risk of a
debt restructuring before the refinancing in 2013 is increasing,
in our view."


GENERAL MOTORS: Opel May Cut Prices by 40% to Generate Cash
-----------------------------------------------------------
Chris Reiter at Bloomberg News reports that General Motors Corp.'s
European Opel unit may have to cut prices by 40% to meet its sales
targets.

"Everybody is looking to generate cash, and the quickest but not
necessarily the most effective way is to discount," Bloomberg News
quoted Stefan Bratzel, director of the Center of Automotive
Research at the University of Applied Sciences in Bergisch
Gladbach, Germany, as saying.

Bloomberg discloses Simon Empson, managing director of
Broadspeed.com, a U.K. Web site that sells cars, said Magna's lack
of experience in selling cars, especially the complex relationship
between new-car prices, financing rates and used-car values, could
force Opel into discounts.  Magna, which is leading the group
negotiating to buy Opel, insists profit at the GM unit is a
priority, Bloomberg News relates.

Bloomberg News relates according Klaus Franz, Opel's top labor
leader, the GM unit, which was rescued by German state aid last
month, aims to sell 2 million cars a year once it can market
vehicles worldwide, perhaps in about five years, requiring
the carmaker to boost capacity by more than 200,000 vehicles.

Opel, Bloomberg News recalls, agreed to secure German jobs in
return for EUR1.5 billion (US$2.1 billion) in short-term loans
from the government.  According to Bloomberg News, Magna has
assured officials that all four factories in Germany will remain
open.  The deal depends on a total of EUR4.5 billion in loans from
European governments, Bloomberg News notes.  Mr. Bratzel, as cited
by Bloomberg News, said ultimately, Opel will have to be able to
finance itself, because the planned state funding isn't enough to
make Opel a viable, independent carmaker.

                             Job Cuts

Bloomberg News, citing German official, discloses Magna may still
close Opel plants.  Mr. Franz, as cited by Bloomberg News, said
June 3 that there would be tough negotiations to keep factories
open in Luton, England, and Antwerp, Belgium.  The deal may lead
to as many as 11,000 jobs cuts, including 2,600 in Germany,
Bloomberg News states citing German officials.

                      About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  In 2007, nearly
9.37 million GM cars and trucks were sold globally under brands
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.  GM Europe is based in Zurich, Switzerland,
while General Motors Latin America, Africa and Middle East is
headquartered in Miramar, Florida.

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).  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, is the
Debtors' restructuring officer.  GM is also represented by Jenner
& Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsels.  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.

As of March 31, 2009, GM had US$82.2 billion in total assets and
US$172.8 billion in total liabilities, resulting in a US$90.5
billion stockholders' deficit.

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


GENERAL MOTORS: Sberbank Says Opel to Produce 3MM Cars in 5 Years
-----------------------------------------------------------------
Chris Peterson at Bloomberg News reports that Russia's OAO
Sberbank expects General Motors Corp's Opel unit to produce 3
million units annually within five years before seeking possible
mergers and acquisitions.

Bloomberg News relates Sberbank CEO German Gref said the bank
which bought a 35% stake in Opel in partnership with Aurora,
Ontario-based Magna International Inc., wants to create an
alliance eventually capable of manufacturing between 5 million and
6 million cars a year.  Mr. Gref said earlier that the bank
planned to sell its stake after reorganizing the unit, which sold
about 1.5 million cars worldwide last year, and its Russian
assets, Bloomberg News notes.

Bloomberg News recalls Germany's government chose Magna as the
preferred bidder for Opel, based in Ruesselsheim, Germanynear
Frankfurt, on May 30.  Magna would take a 20 percent stake, while
GM will retain 35 percent and Opel workers will get 10 percent,
Bloomberg News discloses.

                      About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  In 2007, nearly
9.37 million GM cars and trucks were sold globally under brands
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.  GM Europe is based in Zurich, Switzerland,
while General Motors Latin America, Africa and Middle East is
headquartered in Miramar, Florida.

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).  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, is the
Debtors' restructuring officer.  GM is also represented by Jenner
& Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsels.  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.

As of March 31, 2009, GM had US$82.2 billion in total assets and
US$172.8 billion in total liabilities, resulting in a US$90.5
billion stockholders' deficit.

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


QIMONDA AG: Administrator Eyes Sale for Parts of Business
---------------------------------------------------------
Jens Hack and Ludwig Burger at Reuters reports that Qimonda's
insolvency administrator, Michael Jaffe, said on Tuesday that
he expects to sell parts of the company even though no buyer has
emerged for the entire group.

Reuters relates Mr. Jaffe said talks with a prospective buyer of
the business that develops graphic chips for game consoles were in
a final phase.  According to Reuters, Mr. Jaffe said parts of
Qimonda's main sites in Munich and Dresden were also likely to
stay in business under new owners, but hopes were fading to sell
the Infineon unit as a whole.

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


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


LANDSBANKI ISLANDS: UK Authorities Lift Freezing Order on Assets
----------------------------------------------------------------
British authorities on Monday, June 15, 2009, revoked the
October 2008 Freezing Order on the assets of Landsbanki in
Britain, which were set using anti-terrorism legislation.  This
follows an agreement of June 5 between Icelandic, British and
Dutch authorities, according to which the Icelandic Depositors'
and Investors' Guarantee Fund will reimburse the UK and the Dutch
Governments the amounts paid out to eligible depositors of the
Icesave accounts in accordance with the EU Deposit Guarantee
Scheme (up to EUR20,887 per deposit).

Following the fall of Iceland's three largest banks, Iclandic
banking assets in the UK were frozen on October 8, 2008 using
anti-terrorism laws.  The Icelandic government has ever since
protested the application of this legislation against Iceland.

                   About Landsbanki Islands

Landsbanki Islands hf, also commonly known as Landsbankinn in
Iceland, is an Icelandic bank.  On October 7, 2008, the Icelandic
Financial Supervisory Authority took control of Landsbanki and two
other major banks.

Landsbanki filed for Chapter 15 protection on Dec. 9, 2008 (Bankr.
S.D. N.Y. Case No.: 08-14921).  Gary S. Lee, Esq., at Morrison &
Foerster LLP, represents the Debtor.  When it filed for protection
from its creditors, it listed assets and debts of more than US$1
billion each.


STODIR HF: Icelandic Police Conducts Probe Into Sterling Sale
-------------------------------------------------------------
Rowena Mason at Telegraph.co.uk reports that Iceland's economic
police is investigating FL Group hf. (now known as Stodir hf.)
over the sale of Danish carrier Sterling Airlines.

The report relates police raided the offices of a firm of lawyers,
Logos, and a house belonging to its chief executive, Hannes
Smarason, looking into the sales and re-sales of Sterling, which
collapsed last year.

According to the report, the alleged incidents of fraud took place
more than three years ago at around the same time that FL Group
started building up a stake in Easyjet to 16.9pc, leading to
speculation that it would launch a takeover bid.  The report
discloses that sources in the Icelandic authorities said the
investigation centered on a period when Sterling was sold three
times in just over a year among a number of people closely linked
to the listed company.  The inquiry, the report says, is looking
at claims that a number of people linked to FL Group banked
personal profits running into millions at the expense of
shareholders.

                      Creditor Protection

On Oct. 22, 2008, the Troubled Company Reporter-Europe, citing
Bloomberg News, reported Stodir sought for a three-month extension
of its court protection from creditors.  As reported in the
TCR-Europe, on Sept. 29, 2008, the District Court of Reykjavik
granted Stodir authorization for moratorium process until Oct. 20,
2008.  Jakob R. Moeller hrl., Logos logmannsūjonustu, was
appointed administrator of the company, which holds a 32% stake in
Glitnir.  On Oct. 1, 2008, Stodir said the process enables the
company to facilitate a financial and operational restructuring in
co-operation with its creditors in order to protect the interests
of shareholders and value of its assets.  Stodir disclosed the
process was initiated following the intervention of the Icelandic
Central Bank and the Icelandic government into the shareholding of
Glitnir.  As the largest shareholder in Glitnir, it was directly
affected by the dramatic fall in the value of Glitnir's stock and
was therefore forced to file for a moratorium process.

Headquartered in Reykjavik, Iceland, Stodir hf. (formerly FL Group
hf.)  -- http://www.flgroup.is/-- is a holding company with core
focus on investments in financial, insurance, property and retail.


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


ARDAGH GLASS: S&P Republishes Ratings to Clarify Notes' Status
--------------------------------------------------------------
Standard & Poor's Ratings Services said that an article,
originally issued June 15, 2009, has been republished to clarify
the status of the issue ratings on the EUR310 million senior
unsecured notes and the EUR175 million senior notes issued by
Ardagh Glass Finance PLC and Ardagh Glass B.V., respectively.
This information will be found in the second paragraph.  A
corrected version follows.

S&P said it assigned its 'BB' issue rating to the proposed EUR300
million senior secured notes due 2016, issued by Ardagh Glass
Finance PLC.  Ardagh Glass Finance is the finance subsidiary of
Ireland-based glass producer Ardagh Glass Group PLC
(B+/Stable/--).  The bonds are guaranteed by Ardagh Glass Holdings
Ltd. The recovery rating on these bonds is '1', indicating S&P's
expectation of very high (90%-100%) recovery in the event of a
payment default.

The issue rating on the 7.125% EUR310 million senior unsecured
notes due 2017 issued by Ardagh Glass Finance, and the issue
rating on the 8.875% EUR175 million senior notes due 2013 issued
by Ardagh Glass B.V., remain unchanged at 'B-', two notches below
the corporate credit rating on Ardagh.  The recovery rating these
debt issues is unchanged at '6', indicating S&P's expectation of
negligible (0%-10%) recovery in the event of a payment default.
While S&P envisage some value may flow to these instruments, S&P
does not expect this value to exceed 10%, based on S&P's
assumptions.

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

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

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

                        Recovery Analysis

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

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

                           Ratings List

                            New Rating

                    Ardagh Glass Finance PLC

            Senior Secured Debt*                   BB
             Recovery Rating                       1

                         Ratings Affirmed

                    Ardagh Glass Finance PLC

            Senior Unsecured Debt*                  B-
             Recovery Rating                        6

                     Ardagh Glass Group PLC

            Subordinated Debt                       B-
             Recovery Rating                        6

            * Guaranteed by Ardagh Glass Holdings Ltd.


OMEGA CAPITAL: S&P Withdraws 'CCC+' Ratings on EUR150 Mil. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC+' credit
rating on the EUR150 million secured variable-rate notes series 27
issued by Omega Capital Investments PLC.

The withdrawal follows the early termination of the notes, which
took place on June 12, 2009.


TITAN EUROPE: Moody's Junks Ratings on Two Classes of Notes
-----------------------------------------------------------
Moody's Investors Service has downgraded these classes of Notes
issued by Titan Europe 2007-3 Limited (amounts reflect initial
outstandings):

  -- GBP463,040,000 Class A1 Commercial Mortgage Backed Floating
     Rate Notes due 2016 downgraded to Aa2, previously on 9 August
     2007 assigned Aaa;

  -- GBP115,760,000 Class A2 Commercial Mortgage Backed Floating
     Rate Notes due 2016 downgraded to Ba1, previously on 9 August
     2007 assigned Aaa;

  -- GBP54,390,000 Class B Commercial Mortgage Backed Floating
     Rate Notes due 2016 downgraded to B3, previously on 9 August
     2007 assigned Aa2;

  -- GBP52,790,000 Class C Commercial Mortgage Backed Floating
     Rate Notes due 2016 downgraded to Ca, previously on 9 August
     2007 assigned A2;

  -- GBP53,190,000 Class D Commercial Mortgage Backed Floating
     Rate Notes due 2016 downgraded to C, previously on 19 August
     2008 downgraded to Baa3 from initially Baa2.

Moody's does not rate the Class E, Class F, Class G, Class V or
Class X Notes issued by Titan Europe 2007-3 Limited.  The rating
action concludes the review for possible downgrade that was
initiated for the Class A2, Class B, Class C and the Class D Notes
on April 8, 2009.

The rating action takes Moody's updated central scenarios in
account, as described in Moody's Special Report "Moody's Updates
on Its Surveillance Approach for EMEA CMBS".

1) Transaction and Portfolio Overview

Titan Europe 2007-3 Limited closed in August 2007 and represents
the securitization of initially 20 mortgage loans originated by
Credit Suisse and secured by first-ranking legal mortgages over
initially 35 commercial properties located across the UK.  The
properties were predominantly offices (53%) and mixed-use (37%).
61% of the properties were located in the Greater London area.
The remaining collateral pool consisted of retail (5%), warehouse
(3%) and industrial (3%) properties located throughout England.

Since closing, there have been almost no changes in the portfolio
composition. One loan (Auric Loan -- 7.1% of the initial portfolio
balance) has been purchased by the B-loan lender after a payment
default on its maturity date.  The remaining loans are not equally
contributing to the portfolio: the biggest loan (Regulator Loan)
represents 24.4% of the current portfolio balance, while the
smallest loan (the Lovat Lane Loan) represents 1.1%.  The current
loan Herfindahl index is 9.8, compared to 10.8 at closing.
Following the removal of the Auric Loan, the remaining 19 loans
are secured by 34 properties which are still predominantly office
use (50%).  58% of the properties are located in the Greater
London area.  Scheduled amortization is allocated fully
sequentially to the Notes.  The transaction structure provides for
the allocation of prepayment proceeds, release premia and balloon
repayments to the Notes switching from currently modified pro-rata
to fully sequential subject to certain triggers that have not been
hit to date.

As of the last interest payment date in April 2009, two loans are
facing a payment default (the Metro Loan and the Holmewood
Chesterfield Loan -- 5.4% and 2.5% of the current portfolio).
Both loans had been transferred to special servicing in July 2008
upon their loan event of default.  Due to an appraisal reduction
triggered by significant property value decreases with respect to
these two loans, servicing advances did not fully cover the
shortfall of interest on these loans.  As a result, Note interest
was deferred on the Class E, Class F and Class G Notes. The
outstanding servicing advances as of the April 2009 IPD amount to
approximately GBP1.7 million.

Given the increased senior costs on the last IPD, the appraisal
reduction and taking into consideration the adverse performance of
the Bacchus Loan (7.5% of the current portfolio), an interest
deferral on classes of Notes that are senior to the Class E Notes
on upcoming IPDs is likely.

2) Rating Rationale

The downgrades of the Class A1, Class A2, Class B, Class C and
Class D Notes follow a detailed re-assessment of the loan and
property portfolio's credit risk.  Hereby, Moody's main focus was
on property value declines, term default risk, refinancing risk
and the anticipated work-out timing for defaulted and potentially
defaulting loans.  In its review, Moody's especially concentrated
on the largest loans in the portfolio (Regulator Loan, Hatton
Loan) and on the loans currently showing performance problems
(Metro Loan, Holmewood Chesterfield Loan and Bacchus Loan).

As outlined in more detail below, the rating action is mainly
driven by the most recent performance of the UK commercial
property markets, Moody's opinion about future property value
performance and by rental cash-flow problems for some of the
loans.  Driven by, in many cases, a higher default risk assessment
at the loan maturity dates, Moody's now anticipates that a very
large portion of the portfolio will default over the course of the
transaction term.  Coupled with the negative impact of
significantly reduced property values, Moody's expects a very high
amount of losses on the securitized portfolio.  Those losses will,
given the backloaded default risk profile for the major part of
the portfolio and the anticipated work-out strategy for defaulted
loans, crystallize only towards the mid and the end of the
transaction term.

The current subordination levels for Moody's rated classes are
42.2%, 26.7%, 19.4%, 12.4% and 5.3% for the Class A1, the Class
A2, the Class B, the Class C and the Class D Notes respectively.
While the subordination provides protection against losses for the
more senior Notes, the likelihood of higher than expected losses
on the portfolio has increased substantially, which results in the
rating action.

Since closing, only one loan amounting to 7% left the portfolio.
The sale proceeds of that loan were allocated modified pro-rata to
the transaction.  At the same time, the loan portfolio only
provides for limited scheduled principal repayment over time.  As
a result, unlike other large multi-borrower transactions ("EMEA
CMBS conduit deals"), the Notes do not benefit from a meaningful
increase in subordination levels since closing.

The Class A2, Class B, Class C and Class D Notes are subordinated
in the transaction's capital structure.  Due to this additional
leverage, the higher portfolio risk assessment has a relatively
bigger impact on the expected loss of the more junior Notes than
on the expected loss of the senior Notes.

The downgrade of the rating of the Class D and the Class C Notes
takes not only the increased risk of principal losses, but also
the in Moody's opinion imminent risk of interest deferrals on
upcoming IPDs into account.

Moody's anticipates that Titan Europe 2007-3 Limited is one of the
most negatively affected EMEA CMBS conduit deals following the
application of its updated central scenarios.

3) Moody's Portfolio Analysis

Property Values.  Property values across the UK have declined
significantly until May 2009 and are expected to continue to
decline at least until 2010.  Moody's estimates that compared to
the underwriter's ("U/W") values at closing, the values of the
properties securing this transaction have declined by on aggregate
37% until the beginning of 2009 ranging from a 21% value decline
for the St. Mark to a 78 % decline for the Metro Loan (a vacant
possession value is taken into consideration for the Metro Loan).
Looking ahead, Moody's anticipates further declines until 2010,
resulting in an on average 43% value decline compared to the U/W
value at closing, ranging from a 24% decline for the St. Mark Loan
to a 64% decline for the Bacchus Loan (excluding the properties
securing the Metro Loan and Holmewood Chesterfield Loan).

Based on this property value assessment, Moody's estimates that
the transaction's early-2009 weighted average securitized loan-to-
value ratio was 134% compared to the reported U/W LTV of 102% (the
U/W LTV takes updated valuations for the Metro Loan and the
Holmewood Chesterfield Loan into account).  Due to the further
envisaged declines, the WA LTV will increase in Moody's opinion to
146% in 2010 and will only gradually recover thereafter.  Based on
Moody's anticipated trough values, the LTVs for the securitized
loans range between 107% (St. Mark Loan) and 383% (Metro Loan).
As four loans (Hatton Loan, Regulator Loan, Metro Loan, Bacchus
Loan) have additional debt in the form of B-loans (amounting to
66.2 million on aggregate), based on estimated trough values, the
overall whole loan leverage is on average 160%.

Moody's has taken the anticipated property value development,
including a gradual recovery from 2011 onwards, into account when
analysing the default risk at loan maturity and the loss given
default for each securitized loan.

Refinancing Risk.  The transaction's exposure to loans maturing in
the short-term (2009 and 2010) is substantial.  Without taking
into account the extension option under the Hatton Loan, 23% of
the current portfolio matures in 2009 and 2010, 22% in 2011 and
2012, and 55% in 2013.  As Moody's expects property values in the
UK to only slowly recover from 2011 onwards, also the longer
running loans will be still highly leveraged at their respective
maturity dates, especially when taking into account the B-loans
for four of the loans.  Consequently, in Moody's view, for all of
the loans, the default risk at maturity has increased
substantially compared to the closing analysis.

The Hatton Loan (18% of the current portfolio) matures in July
2009, but has three one-year extension options subject to certain
conditions, including an LTV covenant of 77% and an ICR covenant
of 1.05x with respect to the second extension option and 1.10x
with respect to the third extension option.  Moody's expects that
the loan will be extended for one year without an updated
valuation being provided (which, if provided, most likely would
result in a breach of the LTV covenant).  Given that the loan
currently depends on drawings from its debt service reserve in
order to make full interest payments on the whole loan, Moody's
does not expect the ICR condition for the extension to be met on
subsequent extension dates.  Given the performance of the
transaction to date, a default of the Hatton Loan would result in
the sequential payment trigger of the transaction being breached,
therefore diverting all principal cash-flows to the most senior
Notes first.

Term Default Risk.  The occupational markets in the UK are
currently characterized by falling rents, increasing vacancy rates
and higher than average tenant default rates.  Based on the
current lease profile, Moody's has incorporated into its analysis
an allowance for deterioration in coverage ratios on a majority of
the loans, in turn increasing the term default risk assumption for
the respective loans. Besides the two loans that have already
defaulted due to tenant insolvencies, the loan most affected in
that respect is the Bacchus Loan.

Cash flows currently generated by the properties securing the
Bacchus Loan are lower than the debt service due under this loan.
According to the servicer, the net operating income of the
property portfolio decreased from GBP5.3m at closing to GBP3.4m as
of April 2009.  As a result, drawings under a rollover reserve in
place for this loan were necessary since the January 2008 IPD.
Given the depletion of this reserve on the April 2009 IPD, the
performance of the loan depends on sponsor equity contributions
going forward.

Loans in Default and/or Special Servicing.  Two loans in the
portfolio (Metro Loan and Holmewood Chesterfield Loan -- 5.4% and
2.5% of the current pool, respectively) have been transferred to
special servicing due to their loan event of default.  Both loans
triggered an appraisal reduction of the servicing advance
agreement as a consequence of a significant decline of the value
of the underlying properties.

Overall Default Risk.  Based on its revised term and maturity
default risk assessment for the securitized loans, Moody's
anticipates that a very large portion of the portfolio will
default over the course of the transaction term.  The default risk
of all loans is predominantly driven by refinancing risk.  In
Moody's view, excluding the two defaulted loans, the Hatton Loan
and the Bacchus Loan (18% and 7.5% of the current portfolio,
respectively) have currently the highest default risk while the
Kennet Loan (2.7% of the current portfolio) has the lowest risk of
defaulting.

Concentration Risk.  The portfolio securitized in Titan Europe
2007-3 Limited exhibits an above average concentration in terms of
property types (50% office) and property location (100% UK and 58%
Greater London).  In Moody's view, this limits the potential
benefits from different markets performing differently over time.

Work-Out Strategy.  In scenarios where a loan defaults, Moody's
current expectation is that the servicer will most likely not
pursue an immediate sale of the property in the depressed market
conditions.  Therefore, Moody's has assumed that in most cases,
upon default, a sale of the mortgaged properties and ultimate
work-out of the loan will occur at a later point in time.

Increased Portfolio Loss Exposure.  Taking into account the
increased default risk of the loans, the most recent performance
of the UK commercial property markets, Moody's opinion about
future property value performance and the most likely work-out
strategies for defaulted loans, Moody's anticipates a very high
amount of losses on the securitized portfolio, which will, given
the backloaded default risk profile for the major part of the
portfolio and the anticipated work-out strategy for defaulted
loans, crystallize only towards the mid and end of the transaction
term.


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


ALITALIA SPA: Administrator Mulls Hiring Guards for Unsold Planes
-----------------------------------------------------------------
James Amott at Bloomberg News reports that according to Corriere
dell Sera Augusto Fantozzi, the bankruptcy administrator for
Alitalia SpA's unprofitable assets, is planning to hire private
guards to look after 46 unsold planes to protect them from the
risk of theft.

Bloomberg News relates Corriere said equipment, including radios
and computers, from the planes, which are parked in several
Italian airports, may be stolen and resold.  Bloomberg News
discloses the newspaper said the planes were those investor group
CAI didn't want when it bought the carrier’s main business last
year.

                       About Alitalia

Based in Rome, Alitalia S.p.A. -- http://www.alitalia.it/--
provides air travel services for passengers and air transport of
cargo on national, international and inter-continental routes,
including United States, Canada, Japan and Argentina.  The Italian
government owns 49.9% of Alitalia.

As reported in the TCR-Europe on November 7, 2008, Alitalia S.p.A.
filed for Chapter 15 protection with the U.S. Bankruptcy Court in
the Southern District of New York.  Italy's national airline
experienced financial difficulties for a number of years caused,
in large measure, by a combination of competition from low-cost
air carriers, poor management and onerous union obligations,
according to papers filed with the court.

Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million in
2000 and 2001 respectively.  Alitalia posted EUR93 million in net
profits in 2002 after a EUR1.4 billion capital injection.  The
carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, EUR625.6 million
in 2006, and EUR494.64 million in 2007.

In the petition filed October 29, 2008, Prof. Augusto Fantozzi,
the appointed administrator, said the airline's financial
difficulties have been and exacerbated by spiraling fuel prices.

On Aug. 29, 2008, Alitalia declared insolvency and filed for
commencement of extraordinary administration procedure at the
Tribunal of Rome.  Italian Prime Minister Silvio Berlusconi
appointed Mr. Fantozzi as extraordinary commissioner.
Under the Bankruptcy Bill, the Administrator has supplanted the
directors and other management of Alitalia.


FIAT SPA: Secures EUR400 Million Financing from EIB
---------------------------------------------------
Marco Bertacche and Jerrold Colten at Bloomberg News report that
Fiat SpA signed a EUR400 million financing agreement with the
European Investment Bank.

Bloomberg News relates according to a statement sent through the
Italian exchange Tuesday, the loan is aimed at supporting research
for cleaner auto technology.

                         About Fiat SpA

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

                         *     *     *

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


* ITALY: EC Approves Prolongation of Bank Guarantee Scheme
----------------------------------------------------------
The European Commission on Tuesday, June 16, 2009, authorized,
under EC Treaty state aid rules, the prolongation of an Italian
guarantee scheme for banks.  The Commission found the prolongation
of the measures, initially approved on November 13, 2008, to be in
line with its Communication on state aid to overcome the financial
crisis.  In particular, the extended measures are limited in time
and scope.  They are therefore compatible with Article 87.3.b of
the EC Treaty that allows aid to remedy a serious disturbance in
the economy of a Member State.

Competition Commissioner Neelie Kroes said: "The extension of the
guarantee scheme for banks provides Italy with a means of
maintaining confidence in its financial system and thus supporting
the economy, while at the same time limiting distortions of
competition".

The prolongation of the bank guarantee scheme aims at further
stabilising the financial markets by sustaining the medium and
long term financing of banks. It was notified to the Commission on
May 29, 2009.  Apart from the prolongation, all conditions (such
as eligible institutions, remuneration and safeguard conditions)
remain as laid down in the original decision.

The Commission found that the measures were well targeted,
proportionate, and limited in time and scope.  It therefore
concluded that the scheme was an appropriate means of maintaining
confidence in Italy's financial market and sustaining the
liquidity of the banking system.


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


GRAND IRON: Creditors Must File Claims by June 26
-------------------------------------------------
Creditors of LLP Grand Iron have until June 26, 2009, to submit
proofs of claim to:

          Masanchi Str. 98b-42
          Almaty
          Kazakhstan
          Tel: 8 777 214 52-28

The Specialized Inter-Regional Economic Court of Almaty commenced
bankruptcy proceedings against the company on October 10, 2008,
after finding it insolvent.

The Court is located at:

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


KAPSHAGAISKY ELEVATOR: Creditors Must File Claims by June 26
------------------------------------------------------------
Creditors of LLP Kapshagaisky Elevator have until June 26, 2009,
to submit proofs of claim to:

         Almatinskaya Str. 35
         Pokrovka
         Ilyisky
         Almaty
         Kazakhstan
         Tel: 8 777 226 20-31

The Specialized Inter-Regional Economic Court of Almaty commenced
bankruptcy proceedings against the company on April 6, 2009, after
finding it insolvent.

The Court is located at:

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


KAZAKHSTAN ELECTRICITY: S&P Puts BB+ Credit Rating on WatchNeg.
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it had taken these
specific rating actions:

  -- The 'BB+' long-term corporate credit and 'kzAA-' Kazakhstan
     national scale ratings on Kazakhstan Temir Zholy were placed
     on CreditWatch with negative implications.

  -- The 'BB+' long-term corporate credit and 'kzAA-' Kazakhstan
     national scale ratings on JSC Kaztemirtrans were placed on
     CreditWatch with negative implications.

  -- The 'BB+' long-term corporate credit rating on Kazakhstan
     Electricity Grid Operating Co. (JSC) was placed on
     CreditWatch with negative implications.

S&P's placement of KTZ and its subsidiary KTT, the ratings on
which are equalized with those on KTZ, on CreditWatch with
negative implications reflects S&P's concerns about the high
concentration of their large cash reserves in several local banks,
notably Halyk Savings Bank of Kazakhstan (B+/Negative/B) and
Kazkommertsbank (JSC) (B/Negative/C).  In S&P's opinion, the
liquidity and asset quality of these banks remain under pressure.

"We believe such concentration might result in restricted
flexibility for KTZ and KTT in managing their cash assets," said
Standard & Poor's credit analyst Sergei Gorin.

Those assets comprised US$413 million in cash and deposits as of
March 31, 2009 (including US$45 million at the level of KTT).

This causes us to believe that KTZ and KTT's liquidity is not as
strong as S&P previously assumed.

KEGOC has a positive track record of receiving strong ongoing and
extraordinary financial support from the state, including equity
injections to cover liquidity shortfalls, which shows the
government's willingness to provide support and justifies S&P's
top-down approach to determine the rating, which is two notches
below the sovereign long-term local currency rating.

However, KEGOC's stand-alone credit quality is rather weak because
of its large investment program and high leverage.  The company's
future credit quality therefore largely depends on the continuity
of strong government support, while the government is facing the
need to support a weakened banking system.  If the government
reconsiders its level of support to KEGOC, the ratings on KEGOC
might be lowered due to its rather weak stand-alone
creditworthiness (S&P assesses KEGOC's stand-alone credit quality
at 'B+').

Standard & Poor's plans to review the CreditWatch placement on
KTZ, KTT, and KEGOC when S&P has a greater understanding of the
level of financial support the government will provide to the
companies and their flexibility in managing their liquidity.

"If S&P believes their liquidity positions have deteriorated or if
there are indications of lower state support, S&P could lower its
estimation of the companies' stand-alone credit profiles and/or
lower the corporate credit ratings on the companies," said Mr.
Gorin.

                          Ratings List

                    CreditWatch Outlook Action

                      Kazakhstan Temir Zholy

                              To                     From
                              --                     ----
Issuer Credit Rating          BB+/Watch Neg/--       BB+/Stable/--
Kazakhstan National Scale     kzAA-/Watch Neg        kzAA-

                       JSC Kaztemirtrans

                              To                     From
                              --                     ----
Issuer Credit Rating          BB+/Watch Neg/--       BB+/Stable/--
Kazakhstan National Scale     kzAA-/Watch Neg        kzAA-

        Kazakhstan Electricity Grid Operating Co. (JSC)

                              To                     From
                              --                     ----
Issuer Credit Rating          BB+/Watch Neg/--       BB+/Stable/--

       NB: This list does not include all ratings affected.


KAZAKHSTAN TEMIR: S&P Puts 'BB+' Issuer Credit Rating on WatchNeg.
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it had taken these
specific rating actions:

  -- The 'BB+' long-term corporate credit and 'kzAA-' Kazakhstan
     national scale ratings on Kazakhstan Temir Zholy were placed
     on CreditWatch with negative implications.

  -- The 'BB+' long-term corporate credit and 'kzAA-' Kazakhstan
     national scale ratings on JSC Kaztemirtrans were placed on
     CreditWatch with negative implications.

  -- The 'BB+' long-term corporate credit rating on Kazakhstan
     Electricity Grid Operating Co. (JSC) was placed on
     CreditWatch with negative implications.

S&P's placement of KTZ and its subsidiary KTT, the ratings on
which are equalized with those on KTZ, on CreditWatch with
negative implications reflects S&P's concerns about the high
concentration of their large cash reserves in several local banks,
notably Halyk Savings Bank of Kazakhstan (B+/Negative/B) and
Kazkommertsbank (JSC) (B/Negative/C).  In S&P's opinion, the
liquidity and asset quality of these banks remain under pressure.

"We believe such concentration might result in restricted
flexibility for KTZ and KTT in managing their cash assets," said
Standard & Poor's credit analyst Sergei Gorin.

Those assets comprised US$413 million in cash and deposits as of
March 31, 2009 (including US$45 million at the level of KTT).

This causes us to believe that KTZ and KTT's liquidity is not as
strong as S&P previously assumed.

KEGOC has a positive track record of receiving strong ongoing and
extraordinary financial support from the state, including equity
injections to cover liquidity shortfalls, which shows the
government's willingness to provide support and justifies S&P's
top-down approach to determine the rating, which is two notches
below the sovereign long-term local currency rating.

However, KEGOC's stand-alone credit quality is rather weak because
of its large investment program and high leverage.  The company's
future credit quality therefore largely depends on the continuity
of strong government support, while the government is facing the
need to support a weakened banking system.  If the government
reconsiders its level of support to KEGOC, the ratings on KEGOC
might be lowered due to its rather weak stand-alone
creditworthiness (S&P assesses KEGOC's stand-alone credit quality
at 'B+').

Standard & Poor's plans to review the CreditWatch placement on
KTZ, KTT, and KEGOC when S&P has a greater understanding of the
level of financial support the government will provide to the
companies and their flexibility in managing their liquidity.

"If S&P believes their liquidity positions have deteriorated or if
there are indications of lower state support, S&P could lower its
estimation of the companies' stand-alone credit profiles and/or
lower the corporate credit ratings on the companies," said Mr.
Gorin.

                          Ratings List

                    CreditWatch Outlook Action

                      Kazakhstan Temir Zholy

                              To                     From
                              --                     ----
Issuer Credit Rating          BB+/Watch Neg/--       BB+/Stable/--
Kazakhstan National Scale     kzAA-/Watch Neg        kzAA-

                       JSC Kaztemirtrans

                              To                     From
                              --                     ----
Issuer Credit Rating          BB+/Watch Neg/--       BB+/Stable/--
Kazakhstan National Scale     kzAA-/Watch Neg        kzAA-

        Kazakhstan Electricity Grid Operating Co. (JSC)

                              To                     From
                              --                     ----
Issuer Credit Rating          BB+/Watch Neg/--       BB+/Stable/--

       NB: This list does not include all ratings affected.


KAZTEMIRTRANS JSC: S&P Puts BB+ Issuer Credit Rating on WatchNeg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it had taken these
specific rating actions:

  -- The 'BB+' long-term corporate credit and 'kzAA-' Kazakhstan
     national scale ratings on Kazakhstan Temir Zholy were placed
     on CreditWatch with negative implications.

  -- The 'BB+' long-term corporate credit and 'kzAA-' Kazakhstan
     national scale ratings on JSC Kaztemirtrans were placed on
     CreditWatch with negative implications.

  -- The 'BB+' long-term corporate credit rating on Kazakhstan
     Electricity Grid Operating Co. (JSC) was placed on
     CreditWatch with negative implications.

S&P's placement of KTZ and its subsidiary KTT, the ratings on
which are equalized with those on KTZ, on CreditWatch with
negative implications reflects S&P's concerns about the high
concentration of their large cash reserves in several local banks,
notably Halyk Savings Bank of Kazakhstan (B+/Negative/B) and
Kazkommertsbank (JSC) (B/Negative/C).  In S&P's opinion, the
liquidity and asset quality of these banks remain under pressure.

"We believe such concentration might result in restricted
flexibility for KTZ and KTT in managing their cash assets," said
Standard & Poor's credit analyst Sergei Gorin.

Those assets comprised US$413 million in cash and deposits as of
March 31, 2009 (including US$45 million at the level of KTT).

This causes us to believe that KTZ and KTT's liquidity is not as
strong as S&P previously assumed.

KEGOC has a positive track record of receiving strong ongoing and
extraordinary financial support from the state, including equity
injections to cover liquidity shortfalls, which shows the
government's willingness to provide support and justifies S&P's
top-down approach to determine the rating, which is two notches
below the sovereign long-term local currency rating.

However, KEGOC's stand-alone credit quality is rather weak because
of its large investment program and high leverage.  The company's
future credit quality therefore largely depends on the continuity
of strong government support, while the government is facing the
need to support a weakened banking system.  If the government
reconsiders its level of support to KEGOC, the ratings on KEGOC
might be lowered due to its rather weak stand-alone
creditworthiness (S&P assesses KEGOC's stand-alone credit quality
at 'B+').

Standard & Poor's plans to review the CreditWatch placement on
KTZ, KTT, and KEGOC when S&P has a greater understanding of the
level of financial support the government will provide to the
companies and their flexibility in managing their liquidity.

"If S&P believes their liquidity positions have deteriorated or if
there are indications of lower state support, S&P could lower its
estimation of the companies' stand-alone credit profiles and/or
lower the corporate credit ratings on the companies," said Mr.
Gorin.

                          Ratings List

                    CreditWatch Outlook Action

                      Kazakhstan Temir Zholy

                              To                     From
                              --                     ----
Issuer Credit Rating          BB+/Watch Neg/--       BB+/Stable/--
Kazakhstan National Scale     kzAA-/Watch Neg        kzAA-

                       JSC Kaztemirtrans

                              To                     From
                              --                     ----
Issuer Credit Rating          BB+/Watch Neg/--       BB+/Stable/--
Kazakhstan National Scale     kzAA-/Watch Neg        kzAA-

        Kazakhstan Electricity Grid Operating Co. (JSC)

                              To                     From
                              --                     ----
Issuer Credit Rating          BB+/Watch Neg/--       BB+/Stable/--

       NB: This list does not include all ratings affected.


REINWEG LLP: Creditors Must File Claims by June 26
--------------------------------------------------
Creditors of LLP Reinweg have until June 26, 2009, to submit
proofs of claim to:

         Almatinskaya Str. 35
         Pokrovka
         Ilyisky
         Almaty
         Kazakhstan
         Tel: 8 777 226 20-31

The Specialized Inter-Regional Economic Court of Almaty commenced
bankruptcy proceedings against the company on April 6, 2009, after
finding it insolvent.

The Court is located at:

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


STATUS UNIVERSAL: Creditors Must File Claims by June 26
-------------------------------------------------------
Creditors of LLP Status Universal have until June 26, 2009, to
submit proofs of claim to:

          Masanchi Str. 98b-42
          Almaty
          Kazakhstan
          Tel: 8 777 214 52-28

The Specialized Inter-Regional Economic Court of Almaty commenced
bankruptcy proceedings against the company on August 18, 2008,
after finding it insolvent.

The Court is located at:

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


* S&P Puts Low-B Ratings on 4 KazMunayGas Units on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it had taken these
specific rating actions:

  -- The 'BBB-' long-term corporate credit and 'kzAA' Kazakhstan
     national scale ratings on JSC NC KazMunayGas were placed on
     CreditWatch with negative implications.

  -- The 'BB+' long-term corporate credit rating on JSC
     KazMunaiGas Exploration Production was placed on CreditWatch
     with negative implications.

  -- The 'BB+' long-term corporate credit rating on KazTransOil
     was placed on CreditWatch with negative implications.

  -- The 'BB' long-term corporate credit rating on KazTransGas was
     placed on CreditWatch with negative implications.

  -- The 'BB' long-term corporate credit rating on JSC Intergas
     Central Asia was placed on CreditWatch with negative
     implications.

"We placed KMG and its subsidiaries on CreditWatch with negative
implications because of our concerns about their exposure to
Kazakhstan's weak banking sector," said Standard & Poor's credit
analyst Andrey Nikolaev.

The group reports considerable deposits with local banks, notably
Halyk Savings Bank of Kazakhstan (B+/Negative/B) and
Kazkommertsbank (B/Negative/C).  The group companies also have
deposits with BTA Bank J.S.C. (D/--/D).  In S&P's opinion, the
liquidity and asset quality of these banks remain under pressure
and the flexibility KMG and its subsidiaries have in managing
these deposits may be limited, an example of which is the
company's need to attract new financing to fund its recent
acquisition of MangistauMunaiGas (not rated), despite reporting
significant cash reserves.

This causes us to believe that KMG's liquidity is not as strong as
S&P previously assumed.  KMG had about $1.4 billion in short-term
debt to be refinanced as of Dec. 31, 2008.

S&P intends to review the CreditWatch placement of KMG by June 30,
2009, after S&P has finalized its assessment of the group's
liquidity, near-term operating prospects, and potential government
support.

"Depending on this assessment, S&P may lower the long-term rating
on KMG by one or two notches," said Mr. Nikolaev.

The CreditWatch placement KMG's subsidiaries, including KMG EP,
KTO, and KTG, reflects S&P's concerns about KMG's ability to
support these entities, as well as potentially limited access for
KMG EP, KTO, and KTG to cash reserves deposited with the local
banks.  Standard & Poor's plans to review the CreditWatch
placement of KMG EP, KTO, KTG, and ICA by June 30, 2009, in line
with S&P's review of KMG.

                           Ratings List

                   CreditWatch/Outlook Action

                       JSC NC KazMunayGas

                            To                      From
                            --                      ----
Issuer Credit Rating        BBB-/Watch Neg/--       BBB-/Stable/--
Kazakhstan National Scale
Rating                      kzAA/Watch Neg          kzAA

             JSC KazMunaiGas Exploration Production

                            To                      From
                            --                      ----
Issuer Credit Rating        BB+/Watch Neg/--        BB+/Stable/--

                          KazTransOil

                            To                      From
                            --                      ----
Issuer Credit Rating        BB+/Watch Neg/--        BB+/Stable/--

                          KazTransGas

                            To                      From
                            --                      ----
Issuer Credit Rating        BB/Watch Neg/--         BB/Stable/--

                    JSC Intergas Central Asia

                            To                      From
                            --                      ----
Corporate credit rating     BB/Watch Neg/--         BB/Stable/--

      NB: This list does not include all ratings affected.


* S&P Puts Low-B Ratings on Four Kazakh GREs on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it had taken these
specific rating actions:

  -- The 'BB+' long-term corporate credit, 'B' short-term
     corporate credit, and 'kzAA-' Kazakhstan national scale
     ratings on Kazakh Agrarian Credit Corp., and issue ratings on
     KACC's bonds and loan, were placed on CreditWatch with
     negative implications.

  -- The 'BB' long-term corporate credit and 'kzA+' Kazakhstan
     national scale ratings on Kazpost (JSC) were placed on
     CreditWatch with negative implications.

  -- The 'BB' long-term corporate credit and 'kzA' Kazakhstan
     national scale ratings on Mortgage Guarantee Fund of
     Kazakhstan (JSC) were placed on CreditWatch with negative
     implications.

  -- The 'BB' long-term corporate credit, 'B' short-term corporate
     credit, and 'kzA' Kazakhstan national scale ratings on
     KazAgroGarant were placed on CreditWatch with negative
     implications.

"The CreditWatch placement reflects our concern that Kazakh GREs
are vulnerable to the country's weakened banking system and
government efforts to stabilize it," said Standard & Poor's credit
analyst Boris Kopeykin.

Although S&P has no evidence so far of any additional restrictions
in asset and cash management imposed on the four GREs other than
standard requirements of their parent entities, Samruk and KazAgro
holding companies, S&P believes that the government's desire to
stabilize the banking system poses a potential risk to GREs
because they may have reduced access to their deposits with
suffering Kazakh banks.  In addition, deteriorating liquidity and
lower safety of cash reserves and investments pressure the GREs'
stand-alone credit quality.

That said, S&P still believes that the Kazakh government has both
the incentive and the ability to support these GREs, if necessary.

"Standard & Poor's plans to review the CreditWatch placement on
KACC, Kazpost, MGFK, and KazAgroGarant after S&P has finalized our
assessment of potential government support to Kazakh GREs, and
also the effects of the continued financial system turmoil on the
stand-alone credit quality of these GREs," said Mr. Kopeykin.

In the case of KACC, which has rating loan acceleration triggers
in its US$136 million bank loan agreement, resolution of the
CreditWatch placement would also require more clarity regarding
the future creditor's decisions on acceleration, and/or re-
iteration of availability of full and timely extraordinary support
from KazAgro and the Kazakh government.

                           Ratings List

                     CreditWatch/Outlook Action

                    Kazakh Agrarian Credit Corp.

                            To                        From
                            --                        ----
Issuer Credit Rating        BB+/Watch Neg/B           BB+/Stable/B
Kazakhstan National
Scale Rating                kzAA-/Watch Neg           kzAA-

                          Kazpost (JSC)

                            To                        From
                            --                        ----
Issuer Credit Rating        BB/Watch Neg/--           BB/Stable/--
Kazakhstan National
Scale Rating                kzA+/Watch Neg            kzA+

           Mortgage Guarantee Fund of Kazakhstan (JSC)

                            To                        From
                            --                        ----
Issuer Credit Rating        BB/Watch Neg/--           BB/Stable/--
Kazakhstan National
Scale Rating                kzA/Watch Neg             kzA

                          KazAgroGarant

                            To                        From
                            --                        ----
Issuer Credit Rating        BB/Watch Neg/B            BB/Stable/B
Kazakhstan National
Scale Rating               kzA/Watch Neg              kzA

       NB: This list does not include all ratings affected.


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


NURZA SYSTEMS: Creditors Must File Claims by July 10
----------------------------------------------------
LLC Nurza Systems is currently undergoing liquidation.  Creditors
have until July 10, 2009, to submit proofs of claim to:

Inquiries can be addressed to (0-543) 16-11-09.


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


ZLOMREX SA: Moody's Downgrades Corporate Family Rating to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service has downgraded Zlomrex corporate family
rating to Caa3 from Caa1 and the rating of the secured long-term
EUR170 million bond to Ca.  The outlook on the ratings is
negative.

The rating action was prompted by (i) the continued weak results
which Zlomrex has reported for the last quarter 2008 and the first
quarter 2009 in addition to the bleak outlook for the current
quarter, (ii) the lack of progress in extending the tenor of its
bank facilities which had been built by the agency in its existing
rating (iii) the failed integration and continued loss-making
situation at its Croatian steel mill Zeljezara Split, and (iv) the
currency risk to which Zlomrex is exposed with the outstanding
EURbond.

In addition, Moody's is concerned that it may become more
challenging for the company to generate the liquidity necessary to
service the interest payment of its EUR170 bond (EUR6.4 million)
on an on-going basis.  The agency notes that the next interest
payment on its bond is due in August.  The negative outlook
reflects the heightened risk that the liquidity of the company may
further tighten should the steel market not improve with the
increasing risk that the capital structure will become
unsustainable.

The first quarter results of Zlomrex have been very weak with a
reported negative EBITDA of PLN45 million, translating into a
debt/EBITDA figure according to Moody's adjustments on a last
twelve months basis of 9.3x.  Moody's expects Zlomrex' results to
remain negative for the next few quarters thereby further
increasing the company's leverage ratios to levels which are not
sustainable over the longer term.  Moody's expects this to make it
very difficult for Zlomrex to renew or attract new financing from
its banks taking into account that nearly all debt of the company,
except for the EURbond, is short term (PLN344 million), which
needs to be refinanced within the next 12 months.

In addition the ability to generate positive free cash flows,
which should be a feature of the steel distribution business of
Zlomrex during a downturn in the industry, has been limited by
very negative funds from operations and relatively low release in
net working capital positions.  Hence, there has only been a
limited reduction in reported debt, which, in addition, was offset
by an increase of the PLN amount for the EURbond reflecting the
weakened PLN/EURexchange rate.  Therefore Zlomrex' debt position
remained relatively unchanged per end of March 2009 as compared to
December 2008.

The acquisition of the Croatian steel mill Zeljezara Split in 2007
has not led to an improvement in the company's performance, on the
contrary, this mill has been loss-making ever since it was
acquired.  Zlomrex therefore decided to put this operation up for
sale.

Downgrades:

Issuer: Zlomrex International Finance S.A.

  -- Senior Secured Regular Bond/Debenture, Downgraded to Ca,
     LGD5, 82% from Caa3, LGD5, 85%

Issuer: Zlomrex S.A.

  -- Probability of Default Rating, Downgraded to Caa3 from Caa1
  -- Corporate Family Rating, Downgraded to Caa3 from Caa1

Outlook Actions:

Issuer: Zlomrex International Finance S.A.

  -- Outlook, Changed To Negative From Stable

Issuer: Zlomrex S.A.

  -- Outlook, Changed To Negative From Stable

Moody's last rating action on Zlomrex was to downgrade its rating
to Caa1 on May 19, 2008.

Headquartered in Poraj, Poland, Zlomrex SA is the largest trade of
steel scrap and among the leading producers and distributors of
high grade long steel products in its domestic market.  Founded in
1990 as a pure scrap trader, the company has transformed itself
into a fully integrated producer of steel products through a range
of acquisitions mainly in the long steel production and
distribution business.  Zlomrex SA is privately owned; 100% of the
company's shares are held by its founder Mr. Przemyslaw
Sztuczkowski.


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


CHEBOKSARSKOE FISH-PROCESSING: Claims Filing Deadline is June 29
----------------------------------------------------------------
Creditors of LLC Cheboksarskoe Fish-Processing Enterprise (TIN
2128032264) have until June 29, 2009, to submit proofs of claims
to:

         S. Antipin
         Temporary Insolvency Manager
         Post User Box 610
         603000 Nizhny Novgorod
         Russia

The Arbitration Court of Chuvashia will convene at 1:30 p.m. on
Oct. 13, 2009, to hear bankruptcy supervision procedure on the
company.  The case is docketed under Case No. ?79-3430/2009.

The Debtor can be reached at:

         LLC Cheboksarskoe Fish-Processing Enterprise
         Privokzalnaya Str. 1
         Cheboksary
         Russia


DAL-STROY LLC: Creditors Must File Claims by June 29
----------------------------------------------------
Creditors of LLC Dal-Stroy (TIN 2536157159, PSRN 1052503060906)
(Construction) have until June 29, 2009, to submit proofs of
claims to:

         A. Mikhaylovskiy
         Insolvency Manager
         Post User Box 43\32
         680013 Khabarovsk
         Russia

The Arbitration Court of Primorskiy commenced bankruptcy
proceedings against the company after finding it insolvent.  The
case is docketed under Case No. ?51–13289/2008 21–249.

The Debtor can be reached at:

         LLC Dal-Stroy
         Svetlanovskaya Str. 69
         Vladivostok
         Russia


MEKOM LLC: Creditors Must File Claims by June 29
------------------------------------------------
Creditors of LLC Mekom (TIN 0278149148) (Walling Manufacturing)
have until June 29, 2009, to submit proofs of claims to:

         S. Ivanov
         Temporary Insolvency Manager
         Sovetskaya Str. 104-60
         Sterlimak
         453124 Bashkortostan
         Russia

The Arbitration Court of Bashkortostan commenced bankruptcy
supervision procedure on the company.  The case is docketed under
Case No. ?07–6841/2009.

The Debtor can be reached at:

         LLC Mekom
         Building 2A
         Ayskaya Str. 69
         Ufa
         Bashkortostan
         Russia


MORDOV-STROY-TRANS LLC: Creditors Must File Claims by June 29
-------------------------------------------------------------
Creditors of LLC Mordov-Stroy-Trans (TIN 1327156022, PSRN
1021301061968) (Construction) have until June 29, 2009, to submit
proofs of claims to:

         A. Grishin
         Temporary Insolvency Manager
         Sovetskaya Str. 4
         440026 Penza
         Russia

The Arbitration Court of Mordovia commenced bankruptcy supervision
procedure on the company.  The case is docketed under Case
No. ?39–1777/2009.

The Court is located at:

         The Arbitration Court of Mordovia
         Kommunisticheskaya Str. 33
         440000 Saransk
         Mordovia
         Russia

The Debtor can be reached at:

         LLC Mordov-Stroy-Trans
         Stroitelnaya Str. 11
         Saransk
         Mordovia
         Russia


OLYMPIC LLC: Creditors Must File Claims by June 29
--------------------------------------------------
Creditors of LLC Olympic (TIN 3663064420, PSRN 1073667018061)
(Construction) have until June 29, 2009, to submit proofs of
claims to:

         D. Gorshok
         Temporary Insolvency Manager
         Apt. 246
         M. Zhukova Str. 4
         Voronezh
         Russia

The Arbitration Court of Voronezhskaya will convene at 10:00 a.m.
on Sept. 24, 2009, to hear bankruptcy supervision procedure on the
company.  The case is docketed under Case No. ?14–1762-2009–7/7B.

The Debtor can be reached at:

         LLC Olympic
         Leningradskaya Str. 2
         Voronezh
         Russia


STROY-ALYANS LLC: Creditors Must File Claims by June 29
-------------------------------------------------------
Creditors of LLC Stroy-Alyans (TIN 2127323670, PSRN 1032127001257)
(Construction) have until June 29, 2009, to submit proofs of
claims to:

         A. Fominykh
         Temporary Insolvency Manager
         Office 1
         Yarmarochnaya Str. 11
         Cheboksary
         428003 Chuvashia
         Russia

The Arbitration Court of Chuvashia will convene on Sept. 8, 2009,
to hear bankruptcy supervision procedure on the company.  The case
is docketed under Case No. ?-79–2339/2009.

The Debtor can be reached at:

        LLC Stroy-Alyans
        Yu.Gagarina Str. 30A
        Cheboksary
        428000 Chuvashia
        Russia


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


* SLOVENIA: EC Okays Temporary Scheme to Assist Ailing Companies
----------------------------------------------------------------
The European Commission authorized under EC Treaty rules on state
aid a Slovenian scheme to assist companies encountering financing
difficulties as a result of the credit squeeze in the current
economic crisis.  The scheme allows aid to be granted of up to
EUR500,000 per company.  The scheme meets the conditions of the
Commission's Temporary Framework for state aid measures to support
access to finance in the current financial and economic crisis, as
amended on February 25, 2009, because it is appropriate to remedy
a serious disturbance in the entire Slovenian economy, is limited
in time, respects the relevant thresholds and applies only to
companies that were not in difficulties before July 1, 2008.  It
is therefore compatible with Article 87(3)(b) of the EC.

Competition Commissioner Neelie Kroes said "The Slovenian measure
helps firms affected by the credit crunch to obtain financial
resources.  This is an effective way of encouraging business
investment and economic recovery, without unduly distorting
competition."

The Slovenian authorities designed the scheme on the basis of the
rules laid down in the Commission's Temporary Framework on state
aid to the real economy during the current crisis.  In particular,
the measure can be applied until December 31, 2010 and does not
apply to firms that were already in difficulties on July 1, 2008
(i.e. before the credit crunch).

In view of the importance of the scheme for the Slovenian economy,
t he Commission considered that the scheme could be approved under
Article 87 (3)(b) of the EC Treaty.  The Slovenian authorities
demonstrated that the scheme is necessary, proportional and
appropriate to remedy a serious disturbance in the entire
Slovenian economy.


* SLOVENIA: EC Okays Subsidized State Guarantees for Ailing Firms
-----------------------------------------------------------------
The European Commission authorized under EC Treaty rules on state
aid a Slovenian scheme aimed at providing relief to companies
encountering financing difficulties as a result of the credit
squeeze in the current economic crisis.  The scheme allows
authorities to grant aid in the form of subsidized guarantees for
investment and working capital loans concluded by December 31,
2010.  The scheme, as amended following contacts with the
Commission, meets the conditions of the Commission's Temporary
Framework for state aid measures to support access to finance in
the current financial and economic crisis, as amended on
February 25, 2009, because it is limited in time, respects the
relevant thresholds and applies only to companies that were not in
difficulties before July 1, 2008.  It is therefore compatible with
Article 87(3)(b) of the EC Treaty, which permits aid to remedy a
serious disturbance in the economy of a Member State.

Competition Commissioner Neelie Kroes said "The Slovenian scheme
helps businesses to get access to loans. This can be an effective
way of encouraging business investment and economic recovery,
without unduly distorting competition."

The Slovenian authorities have now ensured that the scheme
complies with the rules laid down in the Commission's Temporary
Framework on state aid to the real economy during the crisis and
in particular the conditions for aid in the form of subsidized
guarantees.

The reduction of the guarantee fee can be applied during a period
of up to two years for loan guarantees contracted no later than
December 31, 2010.  Where the duration of the underlying loan
exceeds two years, the safe-harbour premiums set out in the Annex
to the Temporary Framework, as amended, may be applied for an
additional maximum period of eight years.  The scheme does not
apply to firms that were already in difficulties on July 1, 2008
(i.e. before the credit crunch).


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


GENERAL MOTORS: Koenigsegg to Buy Sweden's Saab Automobile
----------------------------------------------------------
Chris Reiter at Bloomberg News reports that Koenigsegg Automotive
AB is to acquire General Motors Corp.'s Saab Automobile AB unit.

Bloomberg News relates General Motors spokesman Chris Preuss said
by telephone Tuesday that the sale is tied to a US$600 million
loan by the European Investment Bank that's backed by the Swedish
government.  Mr. Preuss, as cited by Bloomberg News, said under
Koenigsegg, Saab will return production of the larger 9-5 model to
its main factory in Trollhaettan from Ruesselsheim in Germany.

According to Bloomberg News the deal with Koenigsegg may help
Saab, which is also under protection from creditors, gain support
from the Swedish government.  Bloomberg News discloses Swedish
Industry Ministry State Secretary Joeran Haegglund said on June 11
that the government is "well prepared" to discuss loan guarantees
with Saab's new owner.  Bloomberg News says according to
Koenigsegg spokeswoman Halldora von Koenigsegg, the wife of the
founder Christian von Koenigsegg, discussions are continuing on
the loan and financial details.

Bloomberg News recalls Saab said on April 6 that it aims to secure
about US$1 billion in financing from the European Investment Bank
and GM to help achieve positive cash flow by 2011.  The Swedish
carmaker is seeking an agreement with creditors to pay back 25
percent of about SEK10 billion  (US$1.28 billion) owed.

                            About Saab

Headquartered in Trollhaettan, Sweden, Saab Automobile Unit AB --
http://www.saab.com--  is a wholly owned subsidiary of General
Motors.  With the financially troubled GM wanting to cut Saab
loose by 2010, Saab filed for bankruptcy protection in early 2009
and asked the Swedish government for help in making it an
independent car company again.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  In 2007, nearly
9.37 million GM cars and trucks were sold globally under brands
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.  GM Europe is based in Zurich, Switzerland,
while General Motors Latin America, Africa and Middle East is
headquartered in Miramar, Florida.

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).  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, is the
Debtors' restructuring officer.  GM is also represented by Jenner
& Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsels.  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.

As of March 31, 2009, GM had US$82.2 billion in total assets and
US$172.8 billion in total liabilities, resulting in a US$90.5
billion stockholders' deficit.

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


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


A. FRICKER & CO: Claims Filing Deadline is June 29
--------------------------------------------------
Creditors of A. Fricker & Co. AG are requested to file their
proofs of claim by June 29, 2009, to:

         Arthur Fricker-Fuchs
         Luegetenstrasse 1
         5612 Villmergen
         Switzerland

The company is currently undergoing liquidation in Villmergen.
The decision about liquidation was accepted at a general meeting
held on March 27, 2009.


ATEP AG: Creditors Must File Claims by June 29
----------------------------------------------
Creditors of Atep AG are requested to file their proofs of claim
by June 29, 2009, to:

         Albert Blattmann
         Bahnhofstrasse 21
         6304 Zug
         Switzerland

The company is currently undergoing liquidation in Zug.  The
decision about liquidation was accepted at an extraordinary
general meeting held on April 22, 2009.


GLOB TEXTILE-IMPEX AG: Claims Filing Deadline is June 29
--------------------------------------------------------
Creditors of Glob Textile-Impex AG are requested to file their
proofs of claim by June 29, 2009, to:

         Markus von Allmen
         Chamerstrasse 44
         6331 Huenenberg
         Switzerland

The company is currently undergoing liquidation in Huenenberg.
The decision about liquidation was accepted at an extraordinary
general meeting held on April 29, 2009.


INSIDEAN GMBH: Creditors Must File Claims by June 26
----------------------------------------------------
Creditors of Insidean GmbH are requested to file their proofs of
claim by June 26, 2009, to:

         Insidean GmbH
         Sihleggstrasse 23
         8832 Wollerau
         Switzerland

The company is currently undergoing liquidation in Wollerau.  The
decision about liquidation was accepted at a shareholders' meeting
held on April 9, 2009.


ISOLA BUSINESS: Claims Filing Deadline is June 26
-------------------------------------------------
Creditors of Isola Business Solutions GmbH are requested to file
their proofs of claim by June 26, 2009, to:

         Isola Business Solutions GmbH
         Scalettastr. 61
         7000 Chur
         Switzerland

The Company is currently undergoing liquidation in Chur.  The
decision about liquidation was accepted at shareholders' meeting
held on April 24, 2009.


ZWAHLEN SOLUTIONS: Claims Filing Deadline is June 26
----------------------------------------------------
Creditors of Zwahlen solution + technology AG are requested to
file their proofs of claim by June 26, 2009, to:

         Juerg Zwahlen
         Rainhaldenstrasse 6
         8114 Danikon
         Switzerland

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


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


AGRO PACK: Creditors Must File Claims by June 25
------------------------------------------------
Creditors of LLC Agro Pack (code EDRPOU 31216009) have until
June 25, 2009, to submit proofs of claim to:

         A. Nadlonok
         Insolvency Manager
         Office 33
         Zubrovskaya str. 25
         79066 Lvov
         Ukraine

The Economic Court of Lvov commenced bankruptcy proceedings
against the company on April 15, 2008.

The Court is located at:

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

The Debtor can be reached at:

          LLC Agro Pack
          Shyrokaya Str. 98/25
          Lvov
          Ukraine


D.I.O. LLC: Creditors Must File Claims by June 25
-------------------------------------------------
Creditors of LLC D.I.O. (code EDRPOU 30467611) have until
June 25, 2009, to submit proofs of claim to:

         A. Kebkala
         Insolvency Manager
         Office 51
         Grigorenko Avenue 7-V
         02068 Kiev
         Ukraine

The Economic Court of Kiev commenced bankruptcy proceedings
against the company on May 12, 2009.  The case is docketed under
Case No. 15/267-b.

The Court is located at:

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

The Debtor can be reached at:

         LLC D.I.O.
         40 years of October Avenue 88
         03040 Kiev
         Ukraine


IMPERIAL-TRADE LLC: Creditors Must File Claims by June 24
---------------------------------------------------------
Creditors of LLC Imperial-Trade (code EDRPOU 33764912) have until
June 24, 2009, to submit proofs of claim to O. Lavrov, the
company's insolvency manager.

The Economic Court of Odessa commenced bankruptcy proceedings
against the company on April 29, 2009.  The case is docketed under
Case No. 7/108-09-1659.

The Court is located at:

         The Economic Court of Odessa
         Shevchenko Avenue 29
         65032 Odessa
         Ukraine

The Debtor can be reached at:

         LLC Imperial-Trade
         Office 374
         Srednefontanskaya Str. 19B
         Odessa
         Ukraine


RTV LLC: Creditors Must File Claims by June 25
----------------------------------------------
Creditors of LLC Company RTV (code EDRPOU 32244880) have until
June 25, 2009, to submit proofs of claim to:

          A. Kebkala
          Insolvency Manager
          Office 51
          Grigorenko Avenue 7-V
          02068 Kiev
          Ukraine

The Economic Court of Kiev commenced bankruptcy proceedings
against the company on May 12, 2009. The case is docketed under
Case No. 15/2687-b.

The Court is located at:

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

The Debtor can be reached at:

         LLC Company RTV
         40 years of October avenue 120, b. 1
         03127 Kiev
         Ukraine


SVITOCH LLC: Creditors Must File Claims by June 24
--------------------------------------------------
Creditors of LLC Agricultural Firm Svitoch (code EDRPOU 31289323)
have until June 24, 2009, to submit proofs of claim to T. Leonets,
the company's insolvency manager.

The Economic Court of Lugansk commenced bankruptcy proceedings
against the company on April 27, 2009.  The case is docketed under
Case No. 1/25b.

The Court is located at:

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

The Debtor can be reached at:

         LLC Agricultural Firm Svitoch
         Kamianka
         Lutuginsky
         92032 Lugansk
         Ukraine


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


BAXI HOLDINGS: S&P Cuts Long-Term Corporate Credit Rating to 'CC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit rating on U.K.-based heating products
manufacturer Baxi Holdings Ltd. to 'CC' from 'CCC+', reflecting an
increased risk of default under its senior debt facilities.  The
outlook is negative.

At the same time, the subordinated debt rating on the GBP100
million second-lien mezzanine notes issued by finance subsidiary
Heating Finance PLC and guaranteed by Baxi and other subsidiaries
was lowered to 'C' from 'CCC-'.  The recovery rating on the notes
is unchanged at '6', indicating S&P's expectation of negligible
(0%-10%) recovery in the event of a payment default.

"The downgrade reflects Baxi's increased risk of default under its
senior debt facilities.  According to the company's press release
on June 12, 2009, Heating Finance PLC may not be able to repay the
installments of principal due on June 27, 2009, if Baxi does not
reach an agreed transaction with De Dietrich Remeha Group by that
day.  If Baxi is unable to meet its scheduled debt repayment on
June 27, this would represent a default under Standard & Poor's
criteria," said Standard & Poor's credit analyst Andres Albricci.

The company also stated that it may be in breach of its cash flow
cover and leverage covenants when they will be tested on June 30,
2009, and therefore asked its lenders for a waiver to avoid cross
default and acceleration of the facilities.  A covenant breach
would represent an event of default under Baxi's facilities
agreement and, if not waived, could ultimately trigger a default
on the entire group's debt.  At present, S&P does not have further
information about the response of lenders to the waiver request.

The possible merger with DDR would lead to a group with pro forma
revenues of EUR1.80 billion, according to the company's statement.
At present, S&P does not have further details on the proposed
transaction; similarly, S&P does not know what the future business
risk profile and capital structure of the new company would likely
be and therefore S&P is not in a position to assess whether this
merger would be beneficial to Baxi's overall credit quality.

The negative outlook reflects S&P's view that there is a
significant risk that the company will fail to meet its debt
repayment on June 27, 2009.  This would constitute an event of
default under Standard & Poor's criteria, in which case the
ratings would be lowered to selective default.  It also reflects
the uncertainty of the capital structure of the proposed new
entity.  Although Standard & Poor's does not have any indications
that the merger could result in a debt restructuring, this is a
risk that generally could be envisaged in this type of transaction
under the current economic and financial market circumstances.

The outlook and ratings could move in a positive direction if S&P
gets more certainty that the upcoming debt repayment will be made
and more certainty that Baxi's current debt will not be
restructured.  This would also be dependent on S&P's assessment of
the business risk and financial risk profiles of the proposed new
company.


BRITISH AIRWAYS: Urges Staff to Work Without Pay to Save Cash
-------------------------------------------------------------
Dan Milmo at guardian.co.uk reports that British Airways plc has
urged its 40,000 staff to work without pay for a month as part of
a cash-saving drive.

The report relates an article in its in-house publication, British
Airways News, headlined 'Action time', said "People will be able
to opt for blocks of unpaid leave or unpaid work, with salary
deductions spread over three to six months, wherever possible."

According to the report, under the terms of the work-for-no-pay
scheme, airline employees can forgo their wages for between one
and four weeks.  BA, the report discloses, has set a deadline of
June 24 for staff to volunteer to work without pay.

"It really counts.  We face a fight for survival.  These are the
toughest trading conditions we have ever seen and there simply are
no green shoots.  Our survival depends on everyone contributing to
changes that permanently remove costs from every part of the
business," the report quoted BA chief executive Willie Walsh, who
has also outlined the request for unpaid work in a letter sent to
each staff member, as saying.

The report says the airline is burning through cash at the rate of
GBP3 million per day.

The report discloses the GMB union, which represents thousands of
ground-handling staff, said Mr. Walsh would have to take a
permanent pay cut first.  Mick Rix, the GMB's national officer for
aviation, as cited in the report, said "Until the BA executives
accept permanent change to their remuneration and bonus awards
then I would find it increasingly difficult to assume that most
staff would take this request seriously."

                          Negotiations

The company, the report states, is currently negotiating pay deals
and job reductions with its ground handlers, check-in staff,
pilots and cabin crew, who have been told that the airline needs
to settle discussions by the end of the month.  It is also seeking
2,000 voluntary redundancies from 14,000 cabin crew, the report
notes.

                            Bonus

On June 10, 2009, Alistair Osborne at Telegraph.co.uk reported
that Mr. Walsh, who is forgoing his salary for July, said he will
not take any bonus this year.  The report disclosed Mr. Walsh's
last-minute decision, on the day BA's annual report was published,
means he will not take a bonus for three years running.  Mr.
Walsh, the report noted, can still earn shares, worth 150pc of his
GBP735,000 basic salary, under the airline's long-term incentive
plan receivable in three years' time if the airline outperforms
rival carriers.

                      About British Airways

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

                        *     *     *

As reported in the Troubled Company Reporter-Europe on June 1,
2009, Moody's Investors Service lowered the Corporate Family and
Probability of Default Ratings of British Airways plc
to Ba2; the senior unsecured and subordinate ratings have been
lowered to Ba3 and B1, respectively.  Moody's said the outlook is
negative.


CANDOVER: Banks Close to Finalizing Wood Mackenzie Sale Financing
-----------------------------------------------------------------
Tessa Walsh and Alasdair Reilly at Reuters report that three
banking sources said on Wednesday that banks are close to
finalizing the financing backing the sale of energy research and
consulting firm Wood Mackenzie by Candover Investments Plc to
Charterhouse Capital Partners.

Reuters relates two bankers said the financing will be a new loan
arranged by HSBC, Lloyds Bank and Nomura, and will replace an
earlier staple financing that was provided by Lloyds Bank.  The
three banks will approach Wood Mackenzie's existing syndicate of
lenders to join the new financing, Reuters discloses citing the
three sources.

In a June 11 report Reuters said a sale of Wood Mackenzie would
provide a welcome cash infusion for Candover Investments, which is
itself in talks about a takeover or stake sale.

Ben Harrington at Telegraph.co.uk states Charterhouse was due to
complete the transaction after the market closed on Monday,
June 15, but a deal has not yet been announced, triggering
concerns that the GBP550 million sale of Wood Mackenzie to
Charterhouse had run into problems.

On March 4, 2009, the Troubled Company Reporter-Europe, citing
Bloomberg News, reported that Candover Investments canceled a
commitment to invest EUR1 billion (US$1.26 billion) in its latest
private equity fund.  The private equity firm stopped investing in
the fund as a lack of cash had severely curtailed its ability to
invest, Reuters cited the firm's main backer as saying.

The move came as the firm incurred a net loss of GBP212.56 million
in 2008 compared with a profit of GBP134.94 million in 2007.

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

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


CARLISLE CASTLE: Moody's Assigns 'Ba2' Rating on Class D Notes
--------------------------------------------------------------
Moody's Investors Service has assigned these definitive ratings to
GBP158.9 million of Series 2009-B variable funding asset-backed
loan notes issued by Carlisle Castle Funding Group Limited:

  -- A2 to the GBP59.6 million Series 2009-B Class B variable
     funding asset-backed note due December 2012

  -- Baa2 to the GBP42.5 million Series 2009-B Class C variable
     funding asset-backed note due December 2012

  -- Ba2 to the GBP56.75 million Series 2009-B Class D variable
     funding asset-backed note due December 2012

Series 2009-B is the 12th issuance under the Carlisle Castle
Funding Group program, which is ultimately backed by credit card
receivables from the Castle Receivables Trust Limited.  It is the
21st series to be issued out of Capital One Bank (Europe) Plc's
("COBEP") UK credit card master trust.  The assets backing the
notes are receivables arising under designated MasterCard and Visa
revolving credit card accounts originated or acquired in the UK by
COBEP.

Moody's says that the ratings of the notes are based upon (i) the
credit quality of the portfolio; (ii) the excess spread available
to the transaction; (iii) the expertise of COBEP as one of the
leading originators and servicers of credit card receivables in
the UK; and (iv) the structural and legal integrity of the
transaction.  The rating of the Class B notes is based upon the
above factors and the subordination of the Class C and Class D
notes while the rating of the Class C notes is based on the
subordination of the Class D notes.  The rating of the Class D
notes is based on the above factors, a 4.25% upfront funded Class
D spread account and a further trapping of excess spread.

The capital structure contains a Class E note that has been
structured such that Moody's has not accounted for it as available
credit enhancement to Class B, C and D notes in its quantitative
analysis.  Furthermore, it is expected that Series 2009-B will
breach the three-month rolling average excess spread trigger at
the same time as other existing series.

The rating agency notes that the transaction uses the existing
receivables trust structure which was set up in September 2001.
COBEP has assigned all receivables that had arisen or would arise
in the accounts originated under certain designated product lines
to the receivables trustee.  Up to December 2010, asset principal
collections received by the Receivables Trustee will be used to
fund the transfer of further receivables which arise under the
designated accounts.  After this date, the transaction will enter
its regulated amortization period and principal collections will
be used to redeem the Notes.  The scheduled redemption date for
the notes is June 2012, 18 months after the end of revolving
period.  However, the notes can be redeemed earlier unless all
other outstanding series enter into regulated amortization
simultaneously.  If the notes are not fully repaid on the
scheduled redemption date, a rapid amortization trigger will be
breached. The notes have a final redemption date on December 2012.

COBEP currently services the receivables in the receivables trust.
Moody's has reviewed the servicing operations of COBEP and is
comfortable that COBEP is well placed to fulfill its obligations
in relation to servicing of the receivables.  The minimum
transferor interest floor is set at 5% to insure against dilution,
fraud or attrition.

Moody's has been monitoring the performances of Castle since its
inception.  For an overview of the performance of Castle and the
other UK credit card trusts, see Moody's quarterly report UK
Credit Card Indices.

Moody's expects charge-offs to continue to increase over the
coming months and to range between 9% and 12% in a medium to long-
term basis.  The majority of accounts in Castle trust have
variable rate APRs linked to the Bank of England base rate.  As a
result, recent base rate cuts will manifest themselves in lower
yields and Moody's expects yield to range between 19%-21% over the
course of 2009.

Key risks to noteholders stem from a potential deterioration in
portfolio performance going forward in the context of the UK
recession.  Rises in unemployment, decreases in wage growth and
increases in costs of living will exert pressure on already highly
leveraged UK borrowers, all of which feed through to Moody's
negative outlook on the UK credit card ABS sector.

Moody's has analyzed and will monitor this transaction using the
rating methodology for credit card receivables-backed transactions
as described in the Rating Methodology report "Moody's Approach to
Rating Credit Card Receivables-Backed Securities", April 2007.
The ratings assigned are initial ratings for the transaction (no
previous rating action).

Moody's is assessing the possible credit impact of the UK Banking
Act 2009 on rated structured finance transactions and covered
bonds and this transaction falls under the scope of the
investigation.  In addition, Moody's is also assessing the
possible credit impact of certain trust provisions related to the
occurrence of an originator 'insolvency event' in Castle
receivables trust (refer to a separate press release titled
'Moody's assesses possible credit impact of originator insolvency
on rated UK credit card master trusts' for further details).

The definitive ratings address the expected loss posed to
investors by the final maturity date of the notes.  Moody's
ratings address only the credit risks associated with the
transaction.  Other non-credit risks have not been addressed, but
may have a significant effect on yield to investors.

The rating is published.  Moody's will publicly disseminate any
change in the ratings through normal print and electronic media,
and in response to requests to the Moody's rating desk, in
accordance with Moody's standard practice at the time.


CHARLTON HOUSE: In Administration; Begins Search for Buyer
----------------------------------------------------------
Emma Eversham at Big Hospitality reports that Somerset country
house hotel Charlton House has begun its search for a new owner
after its holding company KIlver Court Trading was placed in
administration.

Big Hospitality relates administrators BDO Stoy Hayward were
appointed to take over the running of the hotel in Shepton Mallet
on June 11 after it fell victim to the "significant challenges"
facing the hospitality industry.

"The economic turmoil has led to significant challenges for the
leisure and hospitality industry and, as a result, The Charlton
House Hotel has also suffered," Big Hospitality quoted Graham
Randall, business restructuring partner at BDO Stoy Hayward, as
saying.  "This is a renowned, well established hotel and so we are
hopeful of securing a going concern sale of the business."


CURZON FUNDING: S&P Adjusts Rating on US$60 Mil. Notes to 'CCC'
----------------------------------------------------------------
Standard & Poor's Ratings Services adjusted its credit rating to
'CCC' from 'CCC-' on the US$60 million class A notes series 2006-3
issued by Curzon Funding Ltd.

The rating was correctly listed in the media release S&P published
on May 28 taking the rating action on these notes.  However, users
of RatingsDirect and other information sources who searched on
this transaction would have found the incorrect 'CCC-' rating.
The incorrect rating was due an administrative error made on
May 28.


DAIRY FARMERS: Five Depots Sold; 172 Jobs Saved
-----------------------------------------------
Stephen Oldfield, David Kelly and Ian Green of
PricewaterhouseCoopers LLP (PwC) the joint receivers and managers
of Dairy Farmers of Britain Limited (DFB), have successfully sold
four of the depots in the liquids division of Dairy Farmers of
Britain to The Capital Dairy Company Limited and the Cheshunt
depot to Braeforge Limited.

The sales completed over the weekend and yesterday and have
resulted in the transfer of 172 jobs to the new owners.  The
depots sold to the Capital Dairy Company Limited are in Newark,
Skegness, Spalding, Hillsborough.

David Kelly, joint receiver and manager and director at
PricewaterhouseCoopers LLP said, "After the failure of the rescue
bid for Blaydon dairy on Friday we have focused on trying to
secure a future for the employees in the depots.  Work throughout
the weekend and yesterday saw two deals across the line with
Capital Dairies and Braeforge Limited which have preserved
employment for the staff at 5 of the depots.  I am delighted for
the employees who would not have had milk to deliver and faced
redundancy today if we had not completed the deal on Monday.  This
result is particularly good given the closure of the Lincoln dairy
last week which supplied these depots and shows how important it
is to try and find buyers for businesses and save jobs right up
until the last minute."

The receivers were unable to secure deals for the remaining depots
as customers have withdrawn their business, leaving the depots
with no milk to deliver.  Those depots which have had to close are
Carlisle, Blaydon, South Shields, Benton, Aberdare, Leeds,
Tweedside, Scarborough, Team Valley, Norton, Yorkshire,
Portsmouth, Shiregreen, South Teeside, Bedlington, Enfield and
Nantwich.

The 250 staff at these depots have therefore been made redundant
and will be paid all arrears of pay up to and including the day
they leave the depot site.  They will also be paid by the
Redundancy Payments Office holiday pay, pay in lieu of notice and
redundancy up to the statutory limits.

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

              Background on Dairy Farmers of Britain

DFOB is an agricultural milk cooperative that employs 2,200 at its
sites in the South West, the Midlands and the North East.  It has
1,800 farmer members across Great Britain who supply over 1
billion litres to the food and drink industry, comprising 10% of
UK milk production.

DFOB suffered significant losses in its liquids division and
therefore in November 2008 it announced the closure of its Fole
and Portsmouth dairies to achieve a return to profitability in
this division.  During the following months, DFOB was not able to
pay its farmer members a competitive milk price, which resulted in
members tendering their resignations in large numbers.  These
members are currently serving their 12 months notice period to
terminate their contracts with DFOB.

Since the closure of the 2 dairies, the liquids division has
suffered the further loss of the Co-Operative supermarket
contract, which comes into effect on August 1, 2009.  This made
the restructure insufficient to turnaround the liquids division.

In March 2009, DFOB completed a transfer of member debt to equity,
but was unsuccessful in achieving the agreement of its loan note
holders to transfer their debt to equity.


DARLINGTON FOOTBALL: Moves CVA Creditors Meeting to June 25
-----------------------------------------------------------
Eurosport reports that Darlington Football Club has called off
yesterday's scheduled creditors meeting to approve a company
voluntary arrangement to June 25 "due to unavoidable
circumstances".

The meeting will take place in the Ron Greener Lounge of the
club's Northern Echo Darlington Arena, the Northern Echo
discloses.

Eurosport relates Darlington chairman George Houghton placed the
club, which has debts of nearly GBP8 million, in the hands of
administrators in February.

According to Eurosport, former vice-chairman and Teesside
businessman Raj Singh agreed to complete a club takeover once
creditors have agreed to accept Mr. Houghton's offer to pay back
some of the money they are owed at the CVA meeting.  The Northern
Echo says the CVA requires creditors who are owed 75 per cent of
the debt to vote in favor of the proposals for it to be passed.
The CVA, the Northern Echo states, is expected to be approved as
debts to Mr. Houghton, Darlington FC Investments, Darlington FC
Holdings and to mortgage holders Philip Scott and Graham Sizer
make up a large part of the debt.

Unsecured non-footballing creditors have been offered just 0.9p in
the pound, the Northern Echo notes.

Darlington Football Club -- http://www.darlington-fc.net/-- is an
English football team.


GENERAL MOTORS: EC Calls for Takeover Probe; Vauxhall Jobs at Risk
------------------------------------------------------------------
Graham Ruddick at Telegraph.co.uk reports that The European
Commission has called for a total review of a Russian-Canadian
deal for General Motors Europe, casting fresh doubts over the
future of Vauxhall's 5,000 UK workers.

Magna International, the car parts group, along with Russian
state-owned bank Sberbank, is set to acquire a 55pc stake in GM
Europe, while Oleg Deripaska, the oligarch whose ownership of LDV
is ending with the van maker in administration, is to be an
industrial partner, the report discloses.

Telegraph.co.uk relates Guenter Verheugen, the EC industry
commissioner, said Russia was likely to benefit from the takeover
deal more than EU nations.

"The only ones who incur a relatively low risk by participating in
GM Europe are the Russians.  They are going to gain access to more
modern technologies and can then build up their own automobile
industry," Telegraph.co.uk quoted Mr. Verheugen as saying.

In a June 11 report Telegraph.co.uk disclosed Magna, the preferred
bidder for General Motors Europe, said it has yet to decide on the
future of Vauxhall and UK Business Secretary Lord Mandelson
indicated that talks are continuing with alternative investors.
Mr. Mandelson, as cited in the report, said the UK was prepared to
offer financial support to Magna's rescue deal for Vauxhall and
Germany's Opel, but wants guarantees about the future of
manufacturing in the UK.  The report recalled the Business
Secretary meet with German economy minister Karl-Theodor zu
Guttenberg and officials from the Canadian car parts group
Thursday last week as he seeks to safeguard Vauxhall jobs.
According to the report, there are serious concerns for jobs in
the UK with Magna set to cut about 10,000 positions across Europe.
The Luton plant, which manufacturers vans, is thought to be most
at risk, the report stated.

                     About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  In 2007, nearly
9.37 million GM cars and trucks were sold globally under brands
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.  GM Europe is based in Zurich, Switzerland,
while General Motors Latin America, Africa and Middle East is
headquartered in Miramar, Florida.

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).  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, is the
Debtors' restructuring officer.  GM is also represented by Jenner
& Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsels.  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.

As of March 31, 2009, GM had US$82.2 billion in total assets and
US$172.8 billion in total liabilities, resulting in a US$90.5
billion stockholders' deficit.

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


INVENSYS PLC: Fitch Raises LT Issuer Default Rating to 'BB+'
------------------------------------------------------------
Fitch Ratings has upgraded UK-based Invensys plc's Long-term
Issuer Default Rating to 'BB+' from 'BB' and affirmed the Short-
term IDR at 'B'.  The Outlook on the Long-term IDR is Positive.
Fitch has simultaneously withdrawn the ratings and will no longer
provide rating or analytical coverage of Invensys.

The upgrade reflects the positive results achieved by Invensys to
date in a more challenging environment.  Invensys's FY09 operating
profits only declined 4% year-on-year to GBP244 million, while the
company reported operating margins of 10.7%. Fitch also views
positively the group's conservative financial policy, as well as
the large fraction of revenues derived from defensive sectors, and
its good geographical diversification despite its smaller size
relative to large competitors.

Invensys's rail division should benefit from increased fiscal
spending in infrastructure, such as the Crossrail Project and
further London Underground improvement plans in the UK.
Similarly, the recent increased focus on nuclear energy around the
globe should positively impact sales in the Operations Management
division, as demonstrated by the recent contracts won in China and
Taiwan.  As almost 80% of the group profits are generated by these
two divisions, and given Fitch's expectation that the Controls
division should remain profitable, the outlook for the group's
operating profitability remains positive.

Invensys's financial profile is underpinned by its effective debt-
free status.  The group's liquidity position is boosted by a cash
balance of approximately GBP309 million and a GBP400 million
revolving credit facility maturing in 2013.  Fitch believes
Invensys has sufficient financial flexibility at the current
rating level to cope with the prospects of an economic slowdown.

Invensys is a global technology group that provides equipment,
software and solutions to a wide range of end-customers.  The
company is headquartered in London, United Kingdom, and generated
sales of GBP2.3 billion in FY09.  It is organized around three
divisions: Invensys Operations Management (47% of FY09 sales),
Invensys Rail (28%), and Invensys Controls (25%).


NICE GROUP: Forced Into Adminstration by Arch Group
---------------------------------------------------
Daniel Grote at citywire reports that Arch Group forced Nice Group
into administration after it called back loans of GBP2.6 million
it had made to the property services company.

Citing the administrator's statement, the report relates Nice went
into administration on March 6 after Arch called back the loans
with 24 hours notice, just days before the Arch Cru fund range was
suspended by authorized corporate director Capita.

Arch Real Estate IC 1 and Arch Real Estate 2 own a combined 70% of
Nice, the report discloses.  According to the report, the prospect
of the two Channel Islands-listed cell companies retrieving any
assets from the company appears bleak.  The report states
administrators Tenon Recovery estimate in their report to
creditors that only GBP243,989 would be raised by a sell-off of
the company's assets, while the company's liabilities stood at
GBP4,421,870.  The report says the GBP2.5 million owed to Arch
Financial Products, a related company to Arch Group and the
manager of the Arch Cru fund range, is unsecured, meaning Arch
itself is also likely to fail to get back any company money it put
into Nice.

The report recalls Arch entered into a joint venture with Nice in
the summer of 2007.  Arch, which took up 25% in Nice shares,
provided loans to the company when it hit cashflow problems in
2008, the report notes.


ROYAL BANK: CEO Says Will Not Call in Property Loans
----------------------------------------------------
Graham Ruddick at Telegraph.co.uk reports that Stephen Hester, the
chief executive of Royal Bank of Scotland, said that the bank will
attempt to support the borrowers of billions of pounds of
distressed commercial property loans rather than call in debts and
spark a fire sale of assets.

Mr. Hester admitted that RBS has not yet taken enough of a
writedown on property, Telegraph.co.uk discloses.

"Courtesy of Government support and the Asset Protection Scheme,
we have time to allow customers to restructure themselves in an
orderly way," Telegraph.co.uk quoted Mr. Hester as saying.

Telegraph relates speaking at the British Property Federation's
annual conference, Mr. Hester, however, said it "wouldn't be
smart" for RBS to call in the loans and crystallize the losses.
Mr. Hester, as cited by Telegraph.co.uk said, it will take years
for RBS's losses from property to be clear as it was "inevitable"
that some loans due in the next five years will roll over.

                       Non-Core Customers

On June 11, 2009, Michael Blackley at Edinburgh Evening News
reported that RBS was considering telling "non-core" small
business customers that they will get no more funds unless they
re-price existing deals.  According to the report,
those in the non-core division will only be provided with new
lending "once the existing debt has been restructured or
repriced".  The non-core customers are expected to include those
on the most competitive loan deals, which RBS offered at two per
cent above the base rate, as the bank concedes that the loans are
"not profitable", the report disclosed.  The report noted
according a memo sent to senior RBS staff, to an internal among
those impacted are likely to be companies which have taken out
loans on property.   The report said the move is part of
Mr. Hester's strategic review, which attempts to rid the bank of
its bad debt and return it to standalone strength.  The report
recalled RBS said in February that it would create a non-core
division into which it would put GBP240 billion of assets.

                           About RBS

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


TULLETT PREBON: Moody's Assigns Initial Rating on Planned Notes
---------------------------------------------------------------
Moody's Investors Service said that it has assigned a provisional
(P)Baa3 rating to the planned Long-Term Senior Unsecured Notes
issued by Tullett Prebon Group Holdings plc under an exchange for
the existing subordinated notes, currently rated Ba2, in the
amount of GBP150 million.  The new senior unsecured notes are
unconditionally and irrevocably guaranteed by Tullet Prebon
Holdings Limited.  Moody's also affirmed the Baa3 Corporate Family
Rating of Tullett Prebon plc.  The outlook on all ratings is
stable.

Tullett Prebon plc's Baa3 Corporate Family Rating reflects the
diversified revenue streams by product, client and geography
provided by the strong global inter-dealer broker franchise, its
generally solid financials with good cost-base flexibility, as
well as the very limited credit and market risk to which it is
exposed.  In addition, the rating also reflects the firm's core
business correlation to market volatility and volumes, the
necessity for continuous investment in technology, as well as
continued industry consolidation, both of which could put some
pressure on its coverage and leverage ratios.  In this respect,
Moody's note that as at end-2008, both leverage and coverage
ratios had improved to respectively 2.5x and 5.5x, from 3.2x and
4.7x at end-2007.

The provisional rating assigned to the senior unsecured guaranteed
notes (issued by TPGH plc) reflects the fact that the notes will
rank pari-passu with the bank facilities that are held at TPHL.
Furthermore, Moody's said that it would withdraw TPGH plc's issuer
rating of Ba1, as well as the subordinated debt rating of Ba2
should the full exchange occur, thereby adjusting the current
rating structure of the group to more accurately reflect the
corporate debt structure.

Importantly, Moody's has re-examined Tulllet Prebon's corporate
structure, and in particular the various liabilities at each level
of the group structure.  In this respect, it is Moody's
understanding that the operating companies are prohibited from
issuing debt and restricted in establishing bank facilities or
taking on other substantial claims, though Moody's have taken into
account the fact that operating businesses have some liabilities,
albeit to a very limited extent.  As a result, the CFR rating also
incorporates the group's complex structure -- with many operating
companies and sources of cash flows, and the fact that all
outstanding third party debt will be held at (or guaranteed by)
TPHL.  Furthermore, given the lack of structural subordination of
cash flows to TPHL, Moody's believe that the rating of senior
unsecured notes guaranteed by TPHL should reflect Moody's view on
the overall strength of the group, and thus be aligned to the Baa3
Corporate Family Rating.  That said, Moody's continue to see TPGH
as structurally subordinated to TPHL.

Overall, Moody's believe that Tullet Prebon remains well
positioned to continue to generate relatively stable operating
margins, and strong and predictable operating cash flows, as
demonstrated over 2008 when the company continued to enjoy a
positive trend in profitability with revenues growing by 25%.
This trend has thus far prevailed through the global financial
crisis, which led to (i) the demise of some important clients for
Tullett Prebon, namely Lehman Brothers and Bear Stearns, and (ii)
a fall in volumes in some products -- particularly in the last
quarter of 2008.

Moreover, Moody's expect Tullett Prebon's core businesses to
continue to benefit from positive underlying trends, supported by
the growth of OTC markets in Europe and emerging markets, and to
be able to preserve its franchise given the high barriers to entry
in the industry, despite continuous pressure to reduce fees and
improve its operating efficiency.  Going forward, Moody's
anticipates that Tullett Prebon's ability to maintain or somewhat
improve its operating margins could also be driven by continuous
investment in technology, IT platform integrations, cost
reductions and a streamlining of its operations.

However, Moody's highlighted that Tullet's intrinsic credit
strengths are somewhat tempered by the challenges posed by the
potential future evolution of the industry -- notably (i) OTC
regulatory reforms, and the changes in market structure it
implies, (ii) sustained pressure on the IDBs to lower brokerage
fees, (iii) a sudden reduction in trading volumes or a significant
change in the competitive environment, which could come as a
result of the current financial crisis, and (iv) continued
industry consolidation, resulting in the necessity to make further
acquisitions in order to maintain market position.  In this
respect, Moody's note that Tullett Prebon entered into merger
talks with GFI group during the summer 2008, which were
subsequently abandoned in autumn 2008.  By size, this merger would
have created an entity better positioned to compete against the
likes of ICAP - the current inter-dealer broker global leader in
terms of revenues.

The last rating action on Tullett was on March 14, 2007 when the
Baa3 CFR was first assigned, and the issuer and subordinated
ratings for Tullett Prebon Group Holdings plc (formerly Collins
Stewart Tullett plc) were downgraded to Ba1/NP/Ba2 from Baa2/P-
2/Baa3.

Tullett Prebon is the second largest inter-dealer broker in the
world and is listed on the London Stock Exchange.  It deals in a
wide range of product areas including fixed income, interest rate
derivatives, treasury products, equities and energy.  Incorporated
in England and based in London, Tullett Prebon plc had total gross
consolidated assets of GBP14.4 billion as of end-December 2008.


VOLEX GROUP: De-Risked by New Refinancing Deal, Management Says
---------------------------------------------------------------
Michael Fahy at Crain's Manchster Business reports that Volex
Group plc's new management team said the sale of the wiring
harness business and refinancing deal agreed with its banks had
"significantly de-risked" the group.

Volex, the report discloses, was able to announce the terms of its
new US$76 million revolving credit facility with Lloyds and
a E6.8 million facility with HBOS.  Banking facilities had been
due to expire in December this year, the report notes.  According
to the report, is paying 4 per cent above Libor for the facility
compared to 2.25 per cent in 2008.

The report relates Andrew Cherry, the group's new finance
director, said the new facility gave the the company more
flexibility, as it was determined on a single covenant based on a
net debt to ebit ratio.  Previously, the facility had been
reducing as the company needed to meet a number of separate
covenants.

The report recalled the group declared a loss on disposal of
GBP14.4 million on its wiring harness division, which was sold to
a management buyout team led by its former vice-president of
global operations, Bill Taylor, in April.

Headquartered in Warrington, Volex Group p.l.c. --
http://www.volex.com-- is a global producer of electronic and
fiber optic cable assemblies, electrical power cords and harness.
The Company provides global support to the producers of computers,
telecommunications systems and networking devices.  In addition,
Volvex produces cable assemblies and harnesses for consumer
electronics and appliances, medical and industrial applications
and for the transportation, defense and aerospace industries.
During the fiscal year ended March 30, 2008 (fiscal 2008), the
Company operated from 14 manufacturing facilities with 18 sales
and support offices located in Asia, Europe and North and South
America.  The operating divisions of the Company are Power
Products, Interconnect and Wiring Harness.  The geographical
segments of the Company are Asia and South America, North America,
the United Kingdom, and other Europe.  In April 2009, the Company
announced the completion of the disposal of Volex Wiring Systems
Limited.


* PwC Says UK Entertainment and Media Revenue to Hit Record Low
---------------------------------------------------------------
Bruised by the recession, the UK entertainment and media (E&M)
market will experience a cumulative seven per cent decline in
revenue from 2008–2010 from US$92 billion to US$85 billion, a
PricewaterhouseCoopers LLP report reveals.

A change in consumer spending behaviour will push the market to
its lowest revenue figures since 2005.  However from this point
E&M will flourish with consumer spend driving an increase to US$98
billion in 2013, leaving the UK snapping at the heels of the
market leaders, Germany, who will in turn experience an 8.6 per
cent rise from 2010 to 2013 (US$90 billion to US$99 billion).

Phil Stokes, head of Entertainment & Media, PricewaterhouseCoopers
LLP, said: "E&M growth slowed to 1.5 per cent in the UK in 2008
and we expect a cumulative 7.2 per cent decline over the next two
years as the economy continues to struggle.  Although we expect a
rebound beginning in 2010, internet access, internet advertising,
TV subscriptions and license fees, filmed entertainment and video
games will be the only segments that will be larger in 2013 than
in 2008."

Over the next five years, digital technologies will become
increasingly widespread across all segments of E&M.  However,
companies are still struggling to adapt their current business
models to ensure that they are monetising their digital content
and capturing the revenues.

Phil Stokes said: "We anticipate fundamental structural change in
many of the business models across E&M sectors to happen
imminently.  Perhaps surprisingly, a slowing economy will
accelerate the migration to digital technologies among both
providers and consumers of content meaning the industry that went
into the recession is very different from the one to emerge the
other side.

"Segments will have to consolidate, the least loyal customers have
already left, higher quality products will be valued by both
consumers and advertisers, and digital distribution will have
become mainstream --  commanding fees more in line with its value.
For each of the industry's diverse segments, the winners will be
those who focus on driving and leading change that delivers real
value for consumers."

The UK internet access market (wired and mobile) will increase at
a compound annual growth rate (CAGR) of seven per cent from 2009
to 2013, an overall rise of 40 per cent (US$10.3 billion to
US$14.4 billion spend).

Alongside leading European countries such as Germany and France,
the UK is investing heavily into internet access, focusing on
rolling out high speed broadband, which is reflected in a
predicted 37 per cent increase in penetration across the country
from 2009 to 2013.

"National internet access is no longer purely a competitive
advantage for an individual country, but will be key to leading in
the global economy as the world emerges from recession,"
Mr. Stokes added.

Broadband providers are investing in their infrastructure in order
to provide faster speeds, with BT spending US$2.8 billion on its
fibre infrastructure, aiming to pass ten million homes by 2012.
Newer buildings will have FTTN and a copper connection to the
home, allowing speeds of up to 40Mbps.  While wireless upgrades,
3G rollouts and smart phones will drive mobile access.  However,
lower prices and moderating subscriber growth during the next two
years will cut into broadband spending growth.

Mr. Stokes explained, "Despite the recession, the rate with which
we are becoming globally connected on a digital level has not
eased up. We now expect constant and remote availability, and this
new form of millennial "electricity" must always be on, demanding
a higher rate of internet access across the UK.

"Growth in mobile access is allowing consumers to access the
internet from any location and is giving rise to popularity of
high-end devices such as smartphones and iPods that combine
mobility and access.  Our anytime, any place, any device demands
as consumers can be satisfied by businesses that listen to,
understand and satisfy our individual needs -- and those that
don't will pay the price," Mr. Stokes concluded.

               About PricewaterhouseCoopers

PricewaterhouseCoopers LLP -- http://www.pwc.co.uk/-- provides
industry-focused assurance, tax and advisory services.  It has
more than 16,000 partners and staff in offices around the UK.


* UK: Launches Consultation for Insolvency Regime Changes
---------------------------------------------------------
The Insolvency Service has launched a consultation on measures
aimed at enhancing further its business rescue culture, to give
struggling, but viable, companies a greater chance to succeed,
thus saving jobs and providing better returns to creditors.

In particular, the proposals consider:

    * extending to medium and large-sized companies the option of
      a moratorium against creditor action -- currently only
      available to small companies -- so they too can have a
      "breathing space" in which they can seek to agree with their
      creditors a means of securing a company rescue by means of a
      Company Voluntary Arrangement;

    * the introduction of a new Court-sanctioned moratorium
      available to all companies, again to allow them time to
      reach agreement on a Company Voluntary Arrangement; and

    * providing greater security to repayment of monies loaned
      post Company Voluntary Arrangement or administration, to
      allow firms in difficulties more chance of accessing the
      funding fundingthey need to get back on track.

The proposals are part of the Government's business rescue
measures that the Chancellor of the Exchequer announced in the
2009 Budget Report earlier this year.

The Insolvency Service said it intends actively to engage with
stakeholders throughout the consultation, testing its assessment
of the possible impacts of the policy proposals, and welcome views
on whether this package is the best way of achieving its aim of
making company and business rescue easier and more successful.
The consultation closes on September 7.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

June 21-24, 2009
INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
    BANKRUPTCY PROFESSIONALS
       8th International World Congress
          TBA
             Contact: http://www.insol.org/

July 16-19, 2009
AMERICAN BANKRUPTCY INSTITUTE
    Northeast Bankruptcy Conference
       Mt. Washington Inn
          Bretton Woods, New Hampshire
             Contact: http://www.abiworld.org/

July 29-August 1, 2009
AMERICAN BANKRUPTCY INSTITUTE
    Southeast Bankruptcy Conference
       The Westin Hilton Head Island Resort & Spa,
       Hilton Head Island, S.C.
          Contact: http://www.abiworld.org/

August 6-8, 2009
AMERICAN BANKRUPTCY INSTITUTE
    Mid-Atlantic Bankruptcy Conference
       Hotel Hershey, Hershey, Pa.
          Contact: http://www.abiworld.org/

Sept. 10-11, 2009
AMERICAN BANKRUPTCY INSTITUTE
    Complex Financial Restructuring Program
       Hyatt Regency Lake Tahoe, Incline Village, Nevada
          Contact: http://www.abiworld.org/

Sept. 10-12, 2009
AMERICAN BANKRUPTCY INSTITUTE
    17th Annual Southwest Bankruptcy Conference
       Hyatt Regency Lake Tahoe, Incline Village, Nevada
          Contact: http://www.abiworld.org/

Oct. 2, 2009
AMERICAN BANKRUPTCY INSTITUTE
    ABI/GULC "Views from the Bench"
       Georgetown University Law Center, Washington, D.C.
          Contact: http://www.abiworld.org/

Oct. 5-9, 2009
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Annual Convention
       Marriott Desert Ridge, Phoenix, Arizona
          Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
AMERICAN BANKRUPTCY INSTITUTE
    NCBJ/ABI Educational Program
       Paris Las Vegas, Las Vegas, Nev.
          Contact: http://www.abiworld.org/

December 3-5, 2009
AMERICAN BANKRUPTCY INSTITUTE
    21st Annual Winter Leadership Conference
       La Quinta Resort & Spa, La Quinta, California
          Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
AMERICAN BANKRUPTCY INSTITUTE
    Annual Spring Meeting
       Gaylord National Resort & Convention Center, Maryland
          Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
AMERICAN BANKRUPTCY INSTITUTE
    Central States Bankruptcy Workshop
       Grand Traverse Resort and Spa, Traverse City, Michigan
          Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
AMERICAN BANKRUPTCY INSTITUTE
    Northeast Bankruptcy Conference
       Ocean Edge Resort, Brewster, Massachusetts
          Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
AMERICAN BANKRUPTCY INSTITUTE
    Southeast Bankruptcy Conference
       The Ritz-Carlton Amelia Island, Amelia, Fla.
          Contact: http://www.abiworld.org/

August 5-7, 2010
AMERICAN BANKRUPTCY INSTITUTE
    Mid-Atlantic Bankruptcy Workshop
       Hyatt Regency Chesapeake Bay, Cambridge, Maryland
          Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Annual Convention
       JW Marriott Grande Lakes, Orlando, Florida
          Contact: http://www.turnaround.org/

December 2-4, 2010
AMERICAN BANKRUPTCY INSTITUTE
    22nd Annual Winter Leadership Conference
       Camelback Inn, Scottsdale, Arizona
          Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Annual Spring Meeting
       Gaylord National Resort & Convention Center, Maryland
          Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Central States Bankruptcy Workshop
       Grand Traverse Resort and Spa
          Traverse City, Michigan
             Contact: http://www.abiworld.org/

December 1-3, 2011
AMERICAN BANKRUPTCY INSTITUTE
    23rd Annual Winter Leadership Conference
       La Quinta Resort & Spa, La Quinta, California
          Contact: 1-703-739-0800; http://www.abiworld.org/

                            *********

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

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

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

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

                            *********


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

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

Copyright 2009.  All rights reserved.  ISSN 1529-2754.

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

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

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


                 * * * End of Transmission * * *