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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

           Wednesday, August 5, 2009, Vol. 10, No. 153

                            Headlines

A U S T R I A

CAFE FREY: Claims Filing Deadline is August 12
CETIN GMBH: Claims Filing Deadline is August 12
CLT-CONSULTING GMBH: Creditors Must File Claims by August 12
DAS KAMINSTUDIO: Creditors Must File Claims by August 26
KOHLER TROCKENBAU: Claims Filing Deadline is August 12


B E L G I U M

FORTIS SA/NV: S&P Raises Issuer Credit Ratings From 'BB/B'


F R A N C E

NATIXIS: Moody's Keeps 'D' Bank Financial Strength Rating
NATIXIS: Fitch Assigns Expected Rating of 'BB+' to Tier 1 Issues


G E O R G I A

BANK OF GEORGIA: Fitch Affirms Long-term IDRs at 'B'
BASISBANK JSC: Fitch Affirms Long-term IDR at 'CCC'
BTA BANK: Fitch Keeps Long-term IDR of 'CCC' on RWN
PROCREDIT BANK: Fitch Keeps Foreign Cur. IDR 'B+' on RWN
TBC BANK: Fitch Upgrades Long-term Issuer Default Rating to 'B+'

VTB BANK: Fitch Cuts Individual Rating to 'E'


G E R M A N Y

CONTINENTAL AG: Fitch Maintains Issuer Default Rating at 'BB'
GROUP HAPPICH: Files for Insolvency; Kuebler as Administrator
QIMONDA AG: In Talks With Elpida to Acquire Graphic DRAM Unit


G R E E C E

ANAPTYXI 2006-1: S&P Puts 'BB'-Rated Class D Notes on Watch Neg
DRYSHIPS INC: Reports US$52.8 Mil. Net Profit for Q2 2009
DRYSHIPS INC. Appoints Kerames and Karamitsanis to Board


I C E L A N D

HAF FUNDING: Moody's Junks Ratings on Class A Senior Secured Note
KAUPTHING BANK: Creditors Must File Claims by December 30


I R E L A N D

AVEBURY FINANCE: S&P Cuts Ratings on Six Classes of Notes to 'CC'
BACCHUS 2007-1: Moody's Cuts Rating on Class E Notes to 'Ca'
BF RESTAURANTS: In Liquidation; Baker Tilly Named as Liquidator
CAMBER 4: S&P Lowers Ratings on Three Classes of Notes to 'CC'
EUROMAX V: S&P Lowers Rating on Class A4 Notes to 'BB+'

INDEPENDENT NEWS: Bondholders Seek Resolution of EUR200 Mil. Note
PORTLAOISE TRAVEL: Goes Into Liquidation
SIGNUM FINANCE: S&P Lowers Ratings on Two Notes Series to 'D'
STRAWINSKY I: S&P Junks Rating on Class E Notes From 'BB+'


K A Z A K H S T A N

ALLIANCE BANK: Posts KZT645 Bln Loss in 2009 First Half
ASSORTY TRADE: Creditors Must File Claims by August 7
ASTANA LIFT: Creditors Must File Claims by August 7
AZIKOM LLP: Creditors Must File Claims by August 7
BHP TECHNICS: Creditors Must File Claims by August 7

BTA BANK: Losses Widen to KZT1.5 Trillion in First Half 2009
DI PLUS: Creditors Must File Claims by August 7
EURO ASIAN: Creditors Must File Claims by August 7
FALKON TRANS: Creditors Must File Claims by August 7
FORWARD LLP: Creditors Must File Claims by August 7

FURNITURE FACTORY: Creditors Must File Claims by August 7
GLORIA JEANS: Creditors Must File Claims by August 7
HALYK SAVINGS: Posts KZT13 Bln Loss in First Half 2009
HOLODEY 5: Creditors Must File Claims by August 7
HUMMER TR: Creditors Must File Claims by August 7

KAZ MOBILE: Creditors Must File Claims by August 7
KRASILOVKA LTD: Creditors Must File Claims by August 7
MRAMOR SAUDA: Creditors Must File Claims by August 7
ONTISTIK POLIGRAFIYA: Creditors Must File Claims by August 7
PAMS PIPE: Creditors Must File Claims by August 7

RUDNY MOLOKO: Creditors Must File Claims by August 7
TNS SERVICE: Creditors Must File Claims by August 7
WINNCOM TECHNOLOGIES: Creditors Must File Claims by August 7


N E T H E R L A N D S

CANDIDE FINANCING: S&P Affirms Rating on Class E Notes at 'BB+'
CLARE ISLAND: S&P Puts 'BB-'-Rated Notes on Watch Negative
HALCYON STRUCTURED: S&P Puts 'CCC+'-Rated Cl. E Notes on Watch Neg
LYONDELL CHEMICAL: Sees September 30 Shutdown of Chocolate Bayou
PUMA CLO: Moody's Cuts Rating on Class E Notes to 'B1'


P O R T U G A L

BANCO POPULAR: Fitch Assigns 'D' Individual Rating


R U S S I A

BALTIYSKIY BANK: Moody's Downgrades Deposit Ratings to 'B3'
CONSTRUCTION MANAGEMENT: Creditors Must File Claims by August 10
EL-STROY LLC: Creditors Must File Claims by August 10
ENERGO-SERVIS LLC: Creditors Must File Claims by August 10
GORIZONT LLC: Creditors Must File Claims by August 10

KARGINSKIY LES: Creditors Must File Claims by August 10
KUZBAS-STROY LLC: Creditors Must File Claims by August 10
MECHEL OAO: Posts US$144 Mln Net Profit in Second Quarter 2009
NEW BATAYSK: Creditors Must File Claims by August 10
PIK GROUP: Leasing Force Files Bankruptcy Suit Against Unit

PROM-LES LLC: Creditors Must File Claims by August 10
SEVERSTAL OAO: Posts US$213.8 Bln Net Profit in 2nd Qtr. 2009
SISTEMA JSFC: S&P Keeps 'BB' Rating on CreditWatch Negative
SKIT-STROY LLC: Creditors Must File Claims by August 10


S L O V A K   R E P U B L I C

SKYEUROPE HOLDING: New Investor to Inject EUR16.5 Mln of Equity


S P A I N

AFIRMA GRUPO: Inks Debt Refinancing Deal with Creditor Banks
BANKINTER 2: S&P Puts 'BB'-Rated Class D Notes on Watch Negative
BANKINTER 3: S&P Puts 'BB-'-Rated Class D Notes on Watch Negative


S W I T Z E R L A N D

BLUE ROCK AG: Claims Filing Deadline is August 7
ELANA GMBH: Claims Filing Deadline is August 7
PAPETERIE JAGGI: Creditors Must File Claims by August 7
SPATZENHOF AG: Claims Filing Deadline is August 7


T U R K E Y

ANADOLUBANK: Moody's Puts Ba1 Local Cur. Deposit Rating on Review
ASYA KATILIM: Moody's Reviews Ba1 Local Currency Deposit Rating
EUROBANK TEKFEN: Moody's Keeps Ba1/Not Prime Deposit Ratings
EXPORT CREDIT: Moody's Keeps Ba1 Issuer Rating, Outlook Stable


U K R A I N E

ALFA-BANK UKRAINE: S&P Cuts Counterparty Credit Ratings to 'SD/SD'
BUSINESS ALLIANCE: Creditors Must File Claims by August 9
EUROBUD+ LLC: Creditors Must File Claims by August 8
GORODISCHE INDUSTRIAL: Creditors Must File Claims by August 9
KHARKOV PRINTING: Creditors Must File Claims by August 8

ISTMEDPHARM GROUP: Creditors Must File Claims by August 9


U N I T E D   K I N G D O M

CARDALE GROUP: Businesses and Assets Up for Sale
CO-OPERATIVE BANK: Moody's Cuts Bank Strength Rating to 'D+'
COBRA BEER: Owes GBP71.7 Mil. to Non-Preferential Creditors
DAWSON HOLDINGS: Sells Bulk of Dawson News to Rivals for GBP2 Mln
FIRTH RIXSON: Secures Loan Waiver; Oakhill to Inject GBP100 Mil.

GEMMA ELECTRONICS: Business and Assets Up for Sale
GUARDIAN MEDIA: Observer Newspaper Faces Closure Amid Losses
MONEY PARTNERS: S&P Lowers Rating on Class B1 Notes to 'BB'
PREMIUM BARS: Sale Talks with Reuben Brothers Collapse
S LYLES: Administrators Put Business and Assets Up for Sale

STABLE HOLDINGS: In Administration; PwC Appointed
SUSTAINABLE LEISURE: Joint Liquidators Selling Business and Assets
WHITELEY ELECTRONICS: Business and Assets Up for Sale

* UK: Administrations Up 18% in First Half of 2009, Deloitte Says
* ABI Seeks to Improve Transparency of UK Pre-Pack Administrations


X X X X X X X X

* S&P Cuts Ratings on 44 Tranches From 41 European CDOs to 'CC'
* S&P Takes Rating Actions on 10 European Synthetic CDO Tranches


                         *********


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


CAFE FREY: Claims Filing Deadline is August 12
----------------------------------------------
Creditors of Cafe Frey Goestl GmbH have until August 12, 2009, to
file their proofs of claim.

A court hearing for examination of the claims has been scheduled
for August 26, 2009 at 9:15 a.m.

For further information, contact the company's administrator:

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


CETIN GMBH: Claims Filing Deadline is August 12
-----------------------------------------------
Creditors of CETIN GmbH have until August 12, 2009, to file their
proofs of claim.

A court hearing for examination of the claims has been scheduled
for August 26, 2009 at 10:0 a.m.

For further information, contact the company's administrator:

         Dr. Martina Simlinger-Haas
         Reisnerstrasse 31
         1030 Wien
         Austria
         Tel: 713 99 46
   Fax: DW 22
   E-mail: ra.reisnerstr31@aon.at


CLT-CONSULTING GMBH: Creditors Must File Claims by August 12
------------------------------------------------------------
Creditors of CLT-Consulting GmbH have until August 12, 2009, to
file their proofs of claim.

A court hearing for examination of the claims has been scheduled
for August 26, 2009 at 10:30 a.m.

For further information, contact the company's administrator:

         Dr. Charlotte Boehm
         Taborstrasse 10/2
         1020 Wien
         Austria
         Tel: 214 77 10/20
   Fax: 214 77 10-16
   E-mail: boehm@EUnet.at


DAS KAMINSTUDIO: Creditors Must File Claims by August 26
--------------------------------------------------------
Das Kaminstudio GmbH convene a meeting of its creditors at 11.00
a.m. on August 26, 2009, at Land Court of Korneuburg, room 204/2nd
floor.

Creditors of Das Kaminstudio GmbH have until August 12, 2009, to
file their proofs of claim.

A court hearing for examination of the claims has been scheduled
for August 26, 2009 at 11:00 a.m.

For further information, contact the company's administrator:

         Mag.Dr. Ilse Korenjak
         Gusshausstrasse 6
         1040 Wien
         Austria
         Tel: 01/512 21 02
   Fax: 01/512 21 02 20
   E-mail: office@buresch-korenjak.at


KOHLER TROCKENBAU: Claims Filing Deadline is August 12
------------------------------------------------------
Creditors of Kohler Trockenbau GmbH have until August 12, 2009, to
file their proofs of claim.

A court hearing for examination of the claims has been scheduled
for August 27, 2009 at 2:30 p.m.

For further information, contact the company's administrator:

         Dr. Wolfgang Reinisch
         Hauptplatz 28
         8430 Leibnitz
         Austria
         Tel: 03452/83296
   Fax: 03452/83296-20
   E-mail: leibnitz@reinisch-wisiak.at


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


FORTIS SA/NV: S&P Raises Issuer Credit Ratings From 'BB/B'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
issuer credit ratings on Fortis SA/NV and Fortis N.V. to 'BBB-/A-
3' from 'BB/B' and removed them from CreditWatch with positive
implications.  The outlook is stable.  At the same time, S&P
raised its issue ratings on on-balance-sheet hybrid debt
instruments issued by Fortis Hybrid Financing named HYBRONE, NITSH
I, and NITSH II) to 'BBB' from 'BB' and removed them from
CreditWatch with developing implications.  Finally, S&P raised the
issue rating on FortFinLux S.A.'s FRESH instrument to 'BB' from
'CCC', and removed it from CreditWatch with negative implications.

The ratings on Fortis SA/NV and Fortis N.V. (the holding
companies) reflect S&P's view on the companies' structural
subordination to the Fortis group's insurance subsidiaries , since
S&P now considers Fortis group an insurance group under S&P's
criteria.

The ratings on the core insurance entities of Fortis group reflect
S&P's view on the pressure on earnings potential and capital
adequacy.  The ratings remain supported by what S&P sees as the
group's strong competitive position in Belgium, complemented by
good positions abroad, and by strong levels of operating
performance.

S&P rates the holding companies three notches lower than AG
Insurance, rather than S&P's standard two notches.  This reflects
S&P's opinion of the residual financial and legal risk arising
from Fortis' noninsurance on-balance and off-balance-sheet assets
and liabilities.  These includes future developments on the CASHES
instruments, the Mandatory Convertible Securities, and Royal Park
Investment SPV in which Fortis owns 44% (EUR760 million).  In
addition, S&P view Fortis group's structure as still complex,
featuring two parent holding companies, Fortis N.V. and Fortis SA/
NV, two sub-holdings, Fortis Brussels SA/NV and Fortis Utrecht
N.V.  Finally, S&P understands Fortis group's strategy is not yet
defined; the group expects to do so in the third quarter of 2009.

The rating on the hybrid instruments issued by FHF reflects S&P's
view on the direct use of their proceeds as internal loans (on-
loans) to the operating entities, including AG Insurance and the
former subsidiary Fortis Bank SA/NV (AA-/Negative/A-1+).  S&P
understands that FHF uses the proceeds from the on-loans to pay
the coupons on the HYBRONE, NITCH I, and NITSH II instruments.
S&P also understands that Fortis recently amended the terms and
conditions of these instruments to allow more room for interest
payment in cash and removed the holding companies' earnings
trigger in the HYBRONE.  This leaves the subordination more
directly linked to the operating entities' ability and willingness
to pay interest on the on-loans, in S&P's opinion.  As such,
consistently with the approach applied when S&P first rated these
instruments, S&P notch down these instruments from the ratings on
the operating companies.  As the on-loans have the same lender,
FHF, S&P applied the notching from the lowest operating entity
rating, which is that of AG Insurance.

S&P sees Fortis' interest payment on FortFinLux S.A's FRESH as
more directly dependent on the ability and willingness of the
holding companies to pay coupons and principal on a timely basis.
S&P consider that Fortis recent actions on these instruments
demonstrate a strong willingness to pay coupons in cash.  FRESH
does not feature any direct on-loan to operating entities.  For
this reason, S&P rated the FRESH two notches lower than the rating
on the holding companies as S&P does for deeply subordinated
issues.

"The outlooks on the holding companies reflect the outlook on
S&P's rating of AG Insurance.  S&P also view the companies'
improved liquidity positions and increased clarity about Fortis'
structure as stabilizing factors," said Mr. Elbarhdadi.

Any outlook change on the core operating entities may likely
trigger the same change on the outlook of the holding companies.
However, if S&P saw that additional losses are likely to arise
from the noninsurance assets and liabilities, this could put
pressure on the ratings of the holding companies.  Conversely, if
S&P consider that S&P's concerns about the complexity of Fortis'
structure and on the legal and financial risks that could arise in
the next coming two years are alleviated, S&P may consider raising
the ratings by one notch on the holding companies.  That would
narrow the gap between the ratings on the holding companies and
the financial strength rating on the core operating subsidiaries
to S&P's generally applied two notches.


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


NATIXIS: Moody's Keeps 'D' Bank Financial Strength Rating
---------------------------------------------------------
Moody's Investors Service assigned first-time Aa3 (stable
outlook)/Prime-1 senior debt and bank deposit ratings and A1
subordinated debt and junior subordinated debt ratings to the
newly created BPCE.  Simultaneously, Moody's affirmed the bank's
C- (negative outlook) bank financial strength rating and its A2
(stable outlook) preferred stock ratings on the new undated deeply
subordinated notes to be issued in four series by BPCE under the
exchange offer for seven issues of outstanding Tier 1 securities
issued by Natixis, NBP Capital Trust I and NBP Capital Trust III.
Moody's also withdrew the Aa3 (stable outlook)/Prime-1 senior debt
and deposit ratings and C- (negative outlook) BFSR of Banque
Federale des Banques Populaires and the Aa3 (stable outlook)
senior debt and deposit ratings and C- (negative outlook) BFSR of
Caisse Nationale des Caisses d'Epargne.  Natixis' D BFSR (negative
outlook), Aa3/Prime-1 senior debt and bank deposit ratings, A1
subordinated debt rating, B2 non-cumulative Tier 1 instruments
remain unchanged, all deposit and debt ratings having a stable
outlook.

At the same time, Moody's withdrew the A1 subordinated debt
ratings of BFBP and CNCE, and CNCE's A1 junior subordinated debt
and A2 preferred stock ratings.  The Prime-1 short-term rating of
CNCE, now renamed Caisses d'Epargne Participations, remains in
place.  These rating actions follow the merger of Groupe Banque
Populaire and Groupe Caisse d'Epargne to form Groupe BPCE, which
took place on July 31, 2009.

In respect of the ratings of BPCE and Natixis' hybrid instruments
which carry a stable outlook, Moody's cautions, however, that it
released a Request for Comment entitled, "Moody's Proposed Changes
to Bank Subordinated Capital Ratings" on 16 June 2009 requesting
market feedback on potential changes to its bank hybrid rating
methodology.  Should Moody's implement this revised methodology as
proposed, the ratings of the hybrid securities could potentially
be subject to a multi-notch downgrade, to non-investment grade.

BPCE, with the French status of "Societe Anonyme", is the central
body of the newly formed Groupe BPCE, owned equally by the Caisse
d'Epargne savings banks and Banque Populaire regional banks.
CNCE, renamed Caisses d'Epargne Participations, and BFBP, renamed
Banques Populaires Participations, were, respectively, the former
central bodies of the mutual banking groups GCE and GBP.
Following completion of the merger, Moody's understands that BPCE
has effectively become the central body of the newly formed Groupe
BPCE via the transfer of certain assets from CNCE and BFBP to
BPCE, encompassing a 72% stake in the two groups' investment
banking and financial services arm Natixis, the main retail
banking subsidiaries in France and abroad, as well as GCE
Assurances and the 17,7% indirect stake in CNP Assurances.

Moody's notes that a number of specialized subsidiaries that were
not transferred to BPCE, including Banque Palatine (rated C-
stable/A1 outlook developing/P-1), which is active in the French
SME segment, the specialized real estate financial institution
Credit Foncier de France (rated D+ stable/Aa3 stable/P-1), the
commercial real estate financial services provider Locindus (rated
D+ stable/A1/P-1) and other real estate subsidiaries such as
Nexity and Foncia, are held separately by Caisses d'Epargne
Participations and Banques Populaires Participations, which are
owned directly by the regional banks.  BFBP's and CNCE's debt
outstanding, including hybrid instruments, were transferred to
BPCE following completion of the merger, with the exception of US
and euro commercial paper outstanding notes and extendible notes
that will remain with Caisses d'Epargne Participations until
maturity (i.e. 19 November 2009, 22 April 2010 and 10 September
2009).

Moody's understands that BPCE will undertake a review of Groupe
BPCE's various activities, appraising the strategic importance of
selected business lines in the insurance, real estate and
international retail banking sectors.  The rating agency expects
to resolve its negative outlook on BPCE's BFSR in the next 18
months once a more detailed strategic plan and review of the
various activities' importance to Groupe BPCE have been completed.

           Senior Debt Ratings Benefit From Intra-Group
             Solidarity Schemes and Systemic Support

BPCE's Aa3 senior debt and deposit ratings reflect Moody's opinion
of the continued importance of Groupe BPCE to the domestic retail
market and a very high probability of ongoing systemic support
from the Aaa-rated French government if needed.  They also
incorporate the full support expected from the solidarity
mechanisms and cross-guarantees prevailing within Groupe BPCE, to
be implemented by BPCE and including BPCE itself.  The stable
outlook on the Aa3 long-term debt and deposit ratings reflects,
inter alia, the stability of expected support.

Moody's assessment of a very high probability of systemic support
for Groupe BPCE was reinforced by the French government's recent
EUR5 billion capital injection via subscription in deeply
subordinated debt and preference shares issued by BPCE.  This
enables the state to take a stake of up to 20% in the new central
body in the event that these preference shares are not redeemed
within five years.

                    Summary of Rating Changes

Moody's took these ratings actions on Groupe BPCE entities:

-- BPCE's C- BFSR affirmed with a negative outlook, which maps to
    a Baseline Credit Assessment of Baa2; Aa3 first-time deposit
    and senior unsecured debt ratings assigned; A1 first-time
    subordinated and junior subordinated debt ratings assigned;
    all deposit and debt ratings have a stable outlook; Prime-1
    first-time short-term rating assigned.

Also, BPCE's A2 preferred stock rating was affirmed with stable
outlook, after the new undated deeply subordinated notes to be
issued in four series by BPCE under the exchange offer for seven
issues of outstanding Tier 1 securities issued by Natixis, NBP
Capital Trust I and NBP Capital Trust III were assigned
provisional ratings of (P)A2 on 6 July 2009. These provisional
ratings were conditional on completion of the merger and the
effective transfer of assets from CNCE and BFBP to BPCE.

-- CNCE's Aa3 (stable outlook) senior debt and deposit ratings,
    C- (negative outlook) BFSR, A1 junior subordinated debt
    ratings and A2 preferred stock ratings were withdrawn.  The
    Prime-1 short-term rating of CNCE (now renamed Caisses
    d'Epargne Participations) was affirmed.

-- BFBP's Aa3 (stable outlook) / Prime-1 senior debt and deposit
    ratings, C- (negative outlook) BFSR, A1 junior subordinated
    debt ratings and A2 preferred stock ratings were withdrawn.

These ratings of Groupe BPCE's entities remain unchanged:

-- Natixis's D BFSR (negative outlook) mapping to a Ba2 BCA, Aa3
    deposit and senior unsecured debt ratings, A1 subordinated
    debt rating, B2 non-cumulative Tier I instruments issued by
    Natixis and its vehicles and Prime-1 short-term rating; all
    deposit and debt ratings have a stable outlook.

-- The 16 rated Banque Populaire regional banks' Aa3 / Prime-1
    deposit and debt ratings; all ratings have a stable outlook.

-- Credit Foncier de France's D+ BFSR (stable outlook) mapping to
    a Baa3 BCA, Aa3 deposit and senior unsecured debt ratings and
    Prime-1 short-term rating; all deposit and debt ratings have a
    stable outlook.

-- Locindus's D+ BFSR (stable outlook) mapping to a Ba1 BCA, A1
    deposit and senior unsecured debt ratings and Prime-1 short-
    term rating; all deposit and debt ratings have a stable
    outlook.

-- Banque Palatine's C- BFSR (stable outlook) mapping to a Baa2
    BCA, A1 deposit and senior unsecured debt ratings (outlook
    developing) and Prime-1 short-term rating.

The last rating action on BPCE was on July 6, 2009, when Moody's
assigned a provisional BFSR of C- with a negative outlook.
Additionally, Moody's assigned provisional ratings of (P)A2 to the
new undated deeply subordinated notes to be issued in four series
by BPCE under the exchange offer for seven issues of outstanding
Tier 1 securities issued by Natixis, NBP Capital Trust I and NBP
Capital Trust III.  These provisional ratings were conditional on
completion of the merger between GBP and GCE and the subsequent
effective transfer of assets from CNCE and BFBP to BPCE scheduled
for July 31, 2009.  The outlooks on the provisional ratings of
these hybrid instruments to be issued by BPCE were stable.

The last rating action on BFBP was on July 6, 2009, when Moody's
downgraded its BFSR to C- (negative outlook) from C+ (negative
outlook).  The Aa3 long-term debt and deposit ratings (with a
stable outlook) and the Prime-1 short-term rating were affirmed.

The last rating action on CNCE was on July 6, 2009, when Moody's
downgraded its BFSR to C- (negative outlook) from C (negative
outlook).  The Aa3 long-term debt and deposit ratings (with a
stable outlook) and the Prime-1 short-term rating were affirmed.

The last rating action on Natixis was on July 6, 2009, when
Moody's downgraded its BFSR to D (negative outlook) from D+
(negative outlook) and all its hybrid instruments to B2 (stable
outlook) from A3.  Simultaneously, Moody's affirmed Natixis's Aa3
long-term deposit and senior unsecured debt ratings, A1
subordinated debt rating and short-term Prime-1 deposit rating,
all of which had a stable outlook, in line with the deposit and
senior unsecured debt ratings of Natixis's two parent companies,
CNCE and BFBP.

Based in Paris, Groupe BPCE posted proforma consolidated assets of
EUR1,143 billion at year-end 2008 and a proforma Tier 1 capital
ratio of 8.7% (Basel II) at the end of March 2009.

Based in Paris, Groupe Caisse d'Epargne posted audited,
consolidated assets of EUR650 billion and a Tier 1 capital ratio
of 8.14% (Basel II) at the end of 2008.

Based in Paris, Groupe Banque Populaire posted audited,
consolidated assets of EUR403 billion and a Tier 1 capital ratio
of 7.7% (Basel II) at year-end 2008.

Based in Paris, Natixis reported audited, consolidated assets of
EUR556 billion and a Tier 1 ratio of 8.2% at the end of 2008 and
net losses, group share, of EUR2.8 billion for the full year.


NATIXIS: Fitch Assigns Expected Rating of 'BB+' to Tier 1 Issues
----------------------------------------------------------------
Fitch Ratings has assigned Groupe BPCE ratings of Long-term Issuer
Default 'A+', Short-term IDR 'F1+', Individual 'C/D', Support '1'
and Support Rating Floor 'A+'.  The Outlook is Stable.  Fitch has
also affirmed and withdrawn all ratings on Groupe Caisse d'Epargne
and Groupe Banque Populaire.  The rating actions follow the
completion of the merger of GCE and GBP to create GBPCE.

It has also assigned BPCE -- GBPCE's central body -- a Long-term
IDR 'A+' with Stable Outlook, Short-term IDR 'F1+', Support '1'
rating and a Support Rating Floor 'A+'.  At the same time, Fitch
has affirmed Caisses d'Epargne Participations' (CE Participations,
previously Caisse Nationale des Caisses d'Epargne et de
Prevoyance) and Banques Populaires Participations' (BP
Participations, previously Banque Federale des Banques Populaires)
Long-term IDR of 'A+', Short-term IDR of 'F1+', Support rating of
'1' and Support Rating Floor of 'A+', these ratings have been
withdrawn.  CE Participations' Short-term debt has been affirmed
at 'F1+'.  A full list of rating actions is attached at the end of
this commentary.

GBPCE comprises a central body, a retail network of 37 regional
banks (17 Caisses d'Epargne et de Prevoyance and 20 Banques
Populaires), and specialized subsidiaries, which are either
controlled by BPCE, CE Participations or BP Participations.

While GBPCE's IDRs are driven by support from the French state,
the Individual Rating reflects the group's large size and
impressive domestic retail franchise, as well as the ongoing
troubles at Natixis and the significant operational challenges
associated with the merger.  GCE and GBP were fairly complementary
(with GCE more focused on individuals/associations and GBP being
the leader in the professional/SME segment) but their respective
retail networks (i.e. the CEPs and the BPs) will remain
competitors.  The combined retail network holds market shares in
French retail banking of 16%-25% (depending on product), serves
34 million customers through an 8,000-branch network and has
110,000 employees.  The two groups' corporate and investment
banking activities have been regrouped into Natixis since 2006
(Natixis is 71%-owned by BPCE).

The merger is likely to be a lengthy process, with a large number
of entities involved and new management and taking place amid a
global banking crisis.  The group's focus will be firmly domestic
and investment banking activities are likely to be largely
reduced.  The French state has been encouraging this merger
strongly and agreed to inject a total of EUR5 billion into GBPCE
in 2009, including EUR3 billion of non-voting preferences shares.
Natixis's equity and assets are large as a share of GBPCE's at 44%
and 46%, respectively and Fitch expects the French state to
provide additional capital to GBPCE to support Natixis, if needed.

GBPCE is the banking group in France whose results were hardest
hit by the crisis, and management's top priorities will be to halt
losses at Natixis and increase profitability/cost efficiency in
the retail networks.  Nevertheless, taking into account the EUR1.8
billion net loss reported by Natixis in Q109, the uncertainty on
Natixis's remaining toxic assets, as well as potential
restructuring costs, GBPCE's profitability is likely to be poor in
2009 and remain far below that of its peers in the short- to
medium-term.

Every CEP and BP, as well as CE Participations and BP
Participations, and most of the specialised subsidiaries
(including Natixis, Credit Foncier de France and Banque Palatine)
are affiliated to BPCE.  BPCE has undertaken to ensure that these
entities maintain adequate liquidity and solvency at all times.
Therefore, those that are rated are assigned the same Short- and
Long-term IDRs as BPCE's.  While some subsidiaries remain under
the CE Participations and BP Participations holding companies,
these subsidiaries will undergo a strategic review over an 18
month-period and could then move under BPCE or be sold.

All Long-term debt and most Short-term debt previously issued by
CNCE and BFBP have been transferred to BPCE.

Natixis's commitments previously guaranteed by CNCE are now
guaranteed by BPCE.

Groupe BPCE (GBPCE)

  -- Assigned Long-term IDR: 'A+'; Stable Outlook
  -- Assigned Short-term IDR: 'F1+'
  -- Assigned Individual Rating: 'C/D'
  -- Assigned Support Rating: '1'
  -- Assigned Support Rating Floor: 'A+'

BPCE (Groupe BPCE's central body)

  -- Assigned Long-term IDR: 'A+'; Stable Outlook

  -- Assigned Short-term IDR: 'F1+'

  -- Assigned Support Rating: '1'

  -- Assigned Support Rating Floor: 'A+'

  -- Senior unsecured debt assigned 'A+'

  -- Innovative tier 1 assigned 'BB+'; Rating Watch Negative (RWN)

  -- Non-innovative tier 1 assigned 'BB+'; RWN

  -- Two innovative tier 1 issues to be launched in exchange of
     existing tier 1 securities of Natixis and NBP Capital Trust I
     assigned expected rating of 'BB+'; RWN

  -- Two non-innovative tier 1 issues to be launched in exchange
     of existing tier 1 securities of Natixis and NBP Capital
     Trust III assigned expected rating of 'BB+'; RWN

  -- Other subordinated debt assigned 'A'

  -- Commercial paper assigned 'F1+'

  -- Short-term debt assigned 'F1+'

Groupe Caisse d'Epargne (GCE):

  -- Long-term IDR: 'A+' affirmed and withdrawn
  -- Short-term IDR: 'F1+' affirmed and withdrawn
  -- Individual Rating: 'C/D' affirmed and withdrawn
  -- Support Rating: '1' affirmed and withdrawn
  -- Support Rating Floor: 'A+' affirmed and withdrawn

Caisses d'Epargne Participations (previously Caisse Nationale des
Caisses d'Epargne et de Prevoyance):

  -- Long-term IDR: 'A+' affirmed and withdrawn
  -- Short-term IDR: 'F1+' affirmed and withdrawn
  -- Support Rating: '1' affirmed and withdrawn
  -- Support Rating Floor: 'A+' affirmed and withdrawn
  -- Senior unsecured debt: 'A+' affirmed and withdrawn
  -- Innovative tier 1: 'BB+' RWN withdrawn
  -- Non-innovative tier 1: 'BB+' RWN withdrawn
  -- Other subordinated debt: 'A' affirmed and withdrawn
  -- Commercial paper: affirmed at 'F1+'
  -- Senior short-term debt: affirmed at 'F1+'

Groupe Banque Populaire (GBP):

  -- Long-term IDR: 'A+' affirmed and withdrawn
  -- Short-term IDR: 'F1+' affirmed and withdrawn
  -- Individual Rating: 'C/D' affirmed and withdrawn
  -- Support Rating: '1' affirmed and withdrawn
  -- Support Rating Floor: 'A+' affirmed and withdrawn

Banques Populaires Participations (previously Banque Federale des
Banques Populaires):

  -- Long-term IDR: 'A+' affirmed and withdrawn
  -- Short-term IDR: 'F1+' affirmed and withdrawn
  -- Support Rating: '1' affirmed and withdrawn
  -- Support Rating Floor: 'A+' affirmed and withdrawn
  -- Senior unsecured debt: 'A+' affirmed and withdrawn
  -- Subordinated debt: 'A' affirmed and withdrawn

These entities' Long-term IDRs of 'A+' and Short-term IDRs of
'F1+' have been affirmed, with a Stable Outlook:

  -- Banque Populaire Atlantique
  -- Banque Populaire Bourgogne, Franche-Comte
  -- Banque Populaire Centre Atlantique
  -- Banque Populaire Cote d'Azur
  -- Banque Populaire d'Alsace
  -- Banque Populaire de l'Ouest
  -- Banque Populaire de Lorraine-Champagne
  -- Banque Populaire des Alpes
  -- Banque Populaire du Massif-Central
  -- Banque Populaire du Nord
  -- Banque Populaire du Sud
  -- Banque Populaire du Sud-Ouest
  -- Banque Populaire Loire et Lyonnais
  -- Banque Populaire Occitane
  -- Banque Populaire Provencale et Corse
  -- Banque Populaire Rives de Paris
  -- Banque Populaire Val-de-France
  -- BRED - Banque Populaire
  -- CASDEN - Banque Populaire
  -- Credit Cooperatif
  -- Groupe Credit Cooperatif
  -- Credit Maritime Mutuel
  -- Societe Centrale de Credit Maritime Mutuel


=============
G E O R G I A
=============


BANK OF GEORGIA: Fitch Affirms Long-term IDRs at 'B'
----------------------------------------------------
Fitch Ratings has taken these key rating actions with respect to
six Georgian banks:

  -- TBC Bank's Long-term Issuer Default Rating upgraded to 'B+'
    from 'B'; remains on Rating Watch Negative

  -- Bank of Georgia's Long-term IDRs affirmed at 'B'; removed
     from RWN; assigned Negative Outlooks

  -- JSC Basisbank's Long-term IDR affirmed at 'CCC'; Outlook
     revised to Negative from Stable

  -- JSC VTB Bank's (Georgia) Individual Rating downgraded to 'E'
     from 'D/E'; Long-term IDR 'B+' maintained on RWN

  -- ProCredit Bank's (Georgia) Long-term foreign currency IDR of
     'B+' remains on RWN

  -- JSC BTA Bank's (Georgia) Long-term IDR of 'CCC' remains on
     RWN

The upgrade of TBC's Long-term IDR to 'B+' from 'B' reflects
changes in the bank's ownership structure during Q209, which
resulted in the combined stakes of international financial
institutions increasing to 55% from 22%.  The European Bank for
Reconstruction and Development and the International Finance
Corporation now each hold 20% of the bank's shares, while Deutsche
Investitions- und Entwicklungsgesellschaft holds 11.5% and
Netherlands Development Finance Company holds 3.3%.  While some
doubt remains about the ability and readiness of the IFIs to
always provide coordinated, timely support in case of need, in
particular if liquidity, rather than capital assistance is
required, Fitch believes that support is materially more likely to
be forthcoming now that the IFIs jointly hold a controlling stake
in TBC.  The RWN reflects that on Georgia's sovereign Long-term
IDR of 'B+', and the possibility that Georgia's Country Ceiling of
'B+' could be downgraded together with the sovereign rating.

TBC has received US$40 million of new equity, US$44 million of
mostly convertible subordinated loans and US$54 million of senior
loan facilities as part of a financial support package from IFIs
this year.  This has enabled the bank to considerably strengthen
its capital position, bolster liquidity and substantially reduce
refinancing risk by paying down shorter-term foreign debt.  These
factors support the affirmation of TBC's Individual Rating at 'D'.
TBC's weak asset quality continues to weigh on its credit profile.
The bank's reported loans overdue by more than 90 days represented
a moderate 4.4% of total loans at end-H109, but restructured loans
were a high 21% and exposure to the troubled development,
construction and real estate sectors stood at 26%.  The very high
portion of foreign currency lending, at 81%, is also, as for other
Georgian banks, a major potential weakness, and could result in a
further spike in loan impairments should the GEL depreciate
significantly in the future.  However, the bank now has
considerable loss absorption capacity following the IFI capital
injections, and Fitch estimates that at end-H109 the bank could
have increased its loan impairment reserve/gross loans ratio to
25.2% from 15.4% before breaching regulatory capital requirements,
even without taking account of potential future pre-impairment
profit and the conversion of subordinated loans.

The affirmation of BOG's Long-term IDRs at 'B' and the Individual
Rating at 'D' reflects the bank's standalone financial position,
which, as with TBC, has been bolstered by capital and funding
support from IFIs.  BOG received US$39 million from the Overseas
Private Investment Corporation in Q408 and US$100 million of
senior loans and US$100 million of convertible subordinated
facilities from the EBRD and the IFC in Q109.  BOG's consolidated
Basel I Tier I and total capital ratios were a solid 22% and
31.7%, respectively, at end-Q109, giving the bank considerable
loss absorption capacity, while near-term refinancing risk is low
following H109 repayments of shorter-dated foreign debt.  However,
Fitch is concerned about the sharp deterioration in asset quality,
with loans overdue by more that 90 days rising to 5% at end-Q109
from 3% at end-2008, one day overdues up to 18% from 8%
(unconsolidated), and restructured loans also increasing.  BOG's
construction and real estate lending was a significant 11% of
total loans (unconsolidated) at end-Q109, and foreign currency
lending a high 75%.  Fitch believes there is a significant
probability that BOG will receive further support from IFIs in
case of need, although this support cannot be relied upon, in the
agency's view, as the IFIs are not shareholders of the bank.  As
such, this probability is not factored into BOG's ratings.

PCBG and VTBG's Long-term foreign currency IDRs of 'B+' are driven
by potential support from their majority owners: Germany's
ProCredit Holding AG ('BBB-'/Stable; 100% stake in PCBG), and
Russian state-controlled JSC VTB Bank ('BBB'/Negative; 86.7% stake
in VTBG).  The RWN on PCG's and VTBG's IDRs continues to reflect
the potential for the Georgian Country Ceiling of 'B+' to be
downgraded.

The affirmation of PCBG's Individual Rating at 'D' reflects its
significantly better asset quality relative to other banks in the
sector, with reported loans overdue more than 30 days at 2.3% of
total loans at end-H109, and restructured loans at 6%, although
the bank only classifies half of restructured loans as impaired.
PCBG's capitalisation remains reasonable and its loss absorption
capacity is significant relative to currently reported loan
impairment.

The downgrade of VTBG's Individual rating to 'E' from 'D/E'
reflects the bank's weak asset quality and limited loss absorption
capacity, even after the GEL13.3m equity injection in May 2009 and
the prolongation of subordinated debt received from VTB.  Loans
overdue by more than 90 days at end-H109 rose to 17.3% of the loan
portfolio, adjusted for two large loans guaranteed and financed by
VTB.  The bank's significant exposure to real estate and
construction, as well as a high portion of foreign currency
lending, could lead to further impairment recognition in the
future.

The revision of Basisbank's Outlook to Negative reflects the
bank's weak asset quality and insufficient provisioning, and the
potential for further asset quality deterioration/reserve creation
to reduce the bank's capital.  Basisbank's liquidity is
potentially vulnerable due to the still short-term nature of its
funding, and the bank's small size/franchise and weak performance
also weigh on its ratings.  At the same time, Fitch views the
bank's progress on diversifying its funding base as positive, and
notes the bank's still significant loss absorption capacity.  If
Basisbank is able to see out the current economic crisis while
retaining reasonable capital ratios, and continue to lengthen the
tenors of its funding, then downward rating pressure will ease and
upside potential could materialize.

Fitch has maintained BTAG's Long-term IDR of 'CCC' on RWN due to
its still high dependence on short-term funding from Kazakhstan's
BTA Bank (BTA, rated 'RD'; holds a 49% stake in BTAG) and
continued uncertainty surrounding BTA's attempts to restructure
its external liabilities.  A total 42% of BTAG's non-equity
funding is provided by BTA, the majority of which comprises
borrowings with maturities of less than three months which are
rolled over on a regular basis.  Weak asset quality also weighs on
BTAG's ratings, with loans overdue by 90 days increasing to 21% of
total loans at end-H109.  However, the bank's capital cushion
continues to provide a significant buffer to absorb loan losses.
The rating actions are:

TBC Bank

  -- Long-term IDR upgraded to 'B+' from 'B'; remains on RWN
  -- Short-term IDR affirmed at 'B'
  -- Support Rating affirmed at '4', removed from RWN
  -- Support Rating Floor of 'B' withdrawn
  -- Individual Rating affirmed at 'D'

Bank of Georgia

  -- Long-term foreign and local currency IDRs affirmed at 'B';
     removed from RWN; assigned Negative Outlook

  -- Senior unsecured debt affirmed at 'B'; removed from RWN;
     Recovery Rating 'RR4'

  -- Short-term foreign and local currency IDRs affirmed at 'B'

  -- Support Rating '4'; remains on RWN

  -- Support Rating Floor 'B', remains on RWN

  -- Individual Rating affirmed at 'D'

ProCredit Bank (Georgia)

  -- Long-term foreign currency IDR 'B+'; remains on RWN
  -- Long-term local currency IDR 'BB-'; remains on RWN
  -- Short-term foreign and local currency IDRs affirmed at 'B'
  -- Support Rating affirmed at '4'
  -- Individual Rating affirmed at 'D'

JSC VTB Bank (Georgia)

  -- Long-term IDR 'B+'; remains on RWN
  -- Short-term IDR affirmed at 'B'
  -- Support Rating affirmed at '4'
  -- Individual Rating downgraded to 'E' from 'D/E'

JSC Basisbank

  -- Long-term IDR affirmed at 'CCC', Outlook revised to Negative
     from Stable

  -- Short-term IDR affirmed at 'C'

  -- Support Rating affirmed at '5'

  -- Support Rating Floor affirmed at 'No Floor'

  -- Individual Rating affirmed at 'D/E'

JSC BTA Bank (Georgia)

  -- Long-term IDR 'CCC'; remains on RWN
  -- Short-term IDR affirmed at 'C'
  -- Support Rating affirmed at '5'
  -- Support Rating Floor assigned at 'No Floor'
  -- Individual Rating affirmed at 'E'


BASISBANK JSC: Fitch Affirms Long-term IDR at 'CCC'
---------------------------------------------------
Fitch Ratings has taken these key rating actions with respect to
six Georgian banks:

  -- TBC Bank's Long-term Issuer Default Rating upgraded to 'B+'
    from 'B'; remains on Rating Watch Negative

  -- Bank of Georgia's Long-term IDRs affirmed at 'B'; removed
     from RWN; assigned Negative Outlooks

  -- JSC Basisbank's Long-term IDR affirmed at 'CCC'; Outlook
     revised to Negative from Stable

  -- JSC VTB Bank's (Georgia) Individual Rating downgraded to 'E'
     from 'D/E'; Long-term IDR 'B+' maintained on RWN

  -- ProCredit Bank's (Georgia) Long-term foreign currency IDR of
     'B+' remains on RWN

  -- JSC BTA Bank's (Georgia) Long-term IDR of 'CCC' remains on
     RWN

The upgrade of TBC's Long-term IDR to 'B+' from 'B' reflects
changes in the bank's ownership structure during Q209, which
resulted in the combined stakes of international financial
institutions increasing to 55% from 22%.  The European Bank for
Reconstruction and Development and the International Finance
Corporation now each hold 20% of the bank's shares, while Deutsche
Investitions- und Entwicklungsgesellschaft holds 11.5% and
Netherlands Development Finance Company holds 3.3%.  While some
doubt remains about the ability and readiness of the IFIs to
always provide coordinated, timely support in case of need, in
particular if liquidity, rather than capital assistance is
required, Fitch believes that support is materially more likely to
be forthcoming now that the IFIs jointly hold a controlling stake
in TBC.  The RWN reflects that on Georgia's sovereign Long-term
IDR of 'B+', and the possibility that Georgia's Country Ceiling of
'B+' could be downgraded together with the sovereign rating.

TBC has received US$40 million of new equity, US$44 million of
mostly convertible subordinated loans and US$54 million of senior
loan facilities as part of a financial support package from IFIs
this year.  This has enabled the bank to considerably strengthen
its capital position, bolster liquidity and substantially reduce
refinancing risk by paying down shorter-term foreign debt.  These
factors support the affirmation of TBC's Individual Rating at 'D'.
TBC's weak asset quality continues to weigh on its credit profile.
The bank's reported loans overdue by more than 90 days represented
a moderate 4.4% of total loans at end-H109, but restructured loans
were a high 21% and exposure to the troubled development,
construction and real estate sectors stood at 26%.  The very high
portion of foreign currency lending, at 81%, is also, as for other
Georgian banks, a major potential weakness, and could result in a
further spike in loan impairments should the GEL depreciate
significantly in the future.  However, the bank now has
considerable loss absorption capacity following the IFI capital
injections, and Fitch estimates that at end-H109 the bank could
have increased its loan impairment reserve/gross loans ratio to
25.2% from 15.4% before breaching regulatory capital requirements,
even without taking account of potential future pre-impairment
profit and the conversion of subordinated loans.

The affirmation of BOG's Long-term IDRs at 'B' and the Individual
Rating at 'D' reflects the bank's standalone financial position,
which, as with TBC, has been bolstered by capital and funding
support from IFIs.  BOG received US$39 million from the Overseas
Private Investment Corporation in Q408 and US$100 million of
senior loans and US$100 million of convertible subordinated
facilities from the EBRD and the IFC in Q109.  BOG's consolidated
Basel I Tier I and total capital ratios were a solid 22% and
31.7%, respectively, at end-Q109, giving the bank considerable
loss absorption capacity, while near-term refinancing risk is low
following H109 repayments of shorter-dated foreign debt.  However,
Fitch is concerned about the sharp deterioration in asset quality,
with loans overdue by more that 90 days rising to 5% at end-Q109
from 3% at end-2008, one day overdues up to 18% from 8%
(unconsolidated), and restructured loans also increasing.  BOG's
construction and real estate lending was a significant 11% of
total loans (unconsolidated) at end-Q109, and foreign currency
lending a high 75%.  Fitch believes there is a significant
probability that BOG will receive further support from IFIs in
case of need, although this support cannot be relied upon, in the
agency's view, as the IFIs are not shareholders of the bank.  As
such, this probability is not factored into BOG's ratings.

PCBG and VTBG's Long-term foreign currency IDRs of 'B+' are driven
by potential support from their majority owners: Germany's
ProCredit Holding AG ('BBB-'/Stable; 100% stake in PCBG), and
Russian state-controlled JSC VTB Bank ('BBB'/Negative; 86.7% stake
in VTBG).  The RWN on PCG's and VTBG's IDRs continues to reflect
the potential for the Georgian Country Ceiling of 'B+' to be
downgraded.

The affirmation of PCBG's Individual Rating at 'D' reflects its
significantly better asset quality relative to other banks in the
sector, with reported loans overdue more than 30 days at 2.3% of
total loans at end-H109, and restructured loans at 6%, although
the bank only classifies half of restructured loans as impaired.
PCBG's capitalisation remains reasonable and its loss absorption
capacity is significant relative to currently reported loan
impairment.

The downgrade of VTBG's Individual rating to 'E' from 'D/E'
reflects the bank's weak asset quality and limited loss absorption
capacity, even after the GEL13.3m equity injection in May 2009 and
the prolongation of subordinated debt received from VTB.  Loans
overdue by more than 90 days at end-H109 rose to 17.3% of the loan
portfolio, adjusted for two large loans guaranteed and financed by
VTB.  The bank's significant exposure to real estate and
construction, as well as a high portion of foreign currency
lending, could lead to further impairment recognition in the
future.

The revision of Basisbank's Outlook to Negative reflects the
bank's weak asset quality and insufficient provisioning, and the
potential for further asset quality deterioration/reserve creation
to reduce the bank's capital.  Basisbank's liquidity is
potentially vulnerable due to the still short-term nature of its
funding, and the bank's small size/franchise and weak performance
also weigh on its ratings.  At the same time, Fitch views the
bank's progress on diversifying its funding base as positive, and
notes the bank's still significant loss absorption capacity.  If
Basisbank is able to see out the current economic crisis while
retaining reasonable capital ratios, and continue to lengthen the
tenors of its funding, then downward rating pressure will ease and
upside potential could materialize.

Fitch has maintained BTAG's Long-term IDR of 'CCC' on RWN due to
its still high dependence on short-term funding from Kazakhstan's
BTA Bank (BTA, rated 'RD'; holds a 49% stake in BTAG) and
continued uncertainty surrounding BTA's attempts to restructure
its external liabilities.  A total 42% of BTAG's non-equity
funding is provided by BTA, the majority of which comprises
borrowings with maturities of less than three months which are
rolled over on a regular basis.  Weak asset quality also weighs on
BTAG's ratings, with loans overdue by 90 days increasing to 21% of
total loans at end-H109.  However, the bank's capital cushion
continues to provide a significant buffer to absorb loan losses.
The rating actions are:

TBC Bank

  -- Long-term IDR upgraded to 'B+' from 'B'; remains on RWN
  -- Short-term IDR affirmed at 'B'
  -- Support Rating affirmed at '4', removed from RWN
  -- Support Rating Floor of 'B' withdrawn
  -- Individual Rating affirmed at 'D'

Bank of Georgia

  -- Long-term foreign and local currency IDRs affirmed at 'B';
     removed from RWN; assigned Negative Outlook

  -- Senior unsecured debt affirmed at 'B'; removed from RWN;
     Recovery Rating 'RR4'

  -- Short-term foreign and local currency IDRs affirmed at 'B'

  -- Support Rating '4'; remains on RWN

  -- Support Rating Floor 'B', remains on RWN

  -- Individual Rating affirmed at 'D'

ProCredit Bank (Georgia)

  -- Long-term foreign currency IDR 'B+'; remains on RWN
  -- Long-term local currency IDR 'BB-'; remains on RWN
  -- Short-term foreign and local currency IDRs affirmed at 'B'
  -- Support Rating affirmed at '4'
  -- Individual Rating affirmed at 'D'

JSC VTB Bank (Georgia)

  -- Long-term IDR 'B+'; remains on RWN
  -- Short-term IDR affirmed at 'B'
  -- Support Rating affirmed at '4'
  -- Individual Rating downgraded to 'E' from 'D/E'

JSC Basisbank

  -- Long-term IDR affirmed at 'CCC', Outlook revised to Negative
     from Stable

  -- Short-term IDR affirmed at 'C'

  -- Support Rating affirmed at '5'

  -- Support Rating Floor affirmed at 'No Floor'

  -- Individual Rating affirmed at 'D/E'

JSC BTA Bank (Georgia)

  -- Long-term IDR 'CCC'; remains on RWN
  -- Short-term IDR affirmed at 'C'
  -- Support Rating affirmed at '5'
  -- Support Rating Floor assigned at 'No Floor'
  -- Individual Rating affirmed at 'E'


BTA BANK: Fitch Keeps Long-term IDR of 'CCC' on RWN
---------------------------------------------------
Fitch Ratings has taken these key rating actions with respect to
six Georgian banks:

  -- TBC Bank's Long-term Issuer Default Rating upgraded to 'B+'
    from 'B'; remains on Rating Watch Negative

  -- Bank of Georgia's Long-term IDRs affirmed at 'B'; removed
     from RWN; assigned Negative Outlooks

  -- JSC Basisbank's Long-term IDR affirmed at 'CCC'; Outlook
     revised to Negative from Stable

  -- JSC VTB Bank's (Georgia) Individual Rating downgraded to 'E'
     from 'D/E'; Long-term IDR 'B+' maintained on RWN

  -- ProCredit Bank's (Georgia) Long-term foreign currency IDR of
     'B+' remains on RWN

  -- JSC BTA Bank's (Georgia) Long-term IDR of 'CCC' remains on
     RWN

The upgrade of TBC's Long-term IDR to 'B+' from 'B' reflects
changes in the bank's ownership structure during Q209, which
resulted in the combined stakes of international financial
institutions increasing to 55% from 22%.  The European Bank for
Reconstruction and Development and the International Finance
Corporation now each hold 20% of the bank's shares, while Deutsche
Investitions- und Entwicklungsgesellschaft holds 11.5% and
Netherlands Development Finance Company holds 3.3%.  While some
doubt remains about the ability and readiness of the IFIs to
always provide coordinated, timely support in case of need, in
particular if liquidity, rather than capital assistance is
required, Fitch believes that support is materially more likely to
be forthcoming now that the IFIs jointly hold a controlling stake
in TBC.  The RWN reflects that on Georgia's sovereign Long-term
IDR of 'B+', and the possibility that Georgia's Country Ceiling of
'B+' could be downgraded together with the sovereign rating.

TBC has received US$40 million of new equity, US$44 million of
mostly convertible subordinated loans and US$54 million of senior
loan facilities as part of a financial support package from IFIs
this year.  This has enabled the bank to considerably strengthen
its capital position, bolster liquidity and substantially reduce
refinancing risk by paying down shorter-term foreign debt.  These
factors support the affirmation of TBC's Individual Rating at 'D'.
TBC's weak asset quality continues to weigh on its credit profile.
The bank's reported loans overdue by more than 90 days represented
a moderate 4.4% of total loans at end-H109, but restructured loans
were a high 21% and exposure to the troubled development,
construction and real estate sectors stood at 26%.  The very high
portion of foreign currency lending, at 81%, is also, as for other
Georgian banks, a major potential weakness, and could result in a
further spike in loan impairments should the GEL depreciate
significantly in the future.  However, the bank now has
considerable loss absorption capacity following the IFI capital
injections, and Fitch estimates that at end-H109 the bank could
have increased its loan impairment reserve/gross loans ratio to
25.2% from 15.4% before breaching regulatory capital requirements,
even without taking account of potential future pre-impairment
profit and the conversion of subordinated loans.

The affirmation of BOG's Long-term IDRs at 'B' and the Individual
Rating at 'D' reflects the bank's standalone financial position,
which, as with TBC, has been bolstered by capital and funding
support from IFIs.  BOG received US$39 million from the Overseas
Private Investment Corporation in Q408 and US$100 million of
senior loans and US$100 million of convertible subordinated
facilities from the EBRD and the IFC in Q109.  BOG's consolidated
Basel I Tier I and total capital ratios were a solid 22% and
31.7%, respectively, at end-Q109, giving the bank considerable
loss absorption capacity, while near-term refinancing risk is low
following H109 repayments of shorter-dated foreign debt.  However,
Fitch is concerned about the sharp deterioration in asset quality,
with loans overdue by more that 90 days rising to 5% at end-Q109
from 3% at end-2008, one day overdues up to 18% from 8%
(unconsolidated), and restructured loans also increasing.  BOG's
construction and real estate lending was a significant 11% of
total loans (unconsolidated) at end-Q109, and foreign currency
lending a high 75%.  Fitch believes there is a significant
probability that BOG will receive further support from IFIs in
case of need, although this support cannot be relied upon, in the
agency's view, as the IFIs are not shareholders of the bank.  As
such, this probability is not factored into BOG's ratings.

PCBG and VTBG's Long-term foreign currency IDRs of 'B+' are driven
by potential support from their majority owners: Germany's
ProCredit Holding AG ('BBB-'/Stable; 100% stake in PCBG), and
Russian state-controlled JSC VTB Bank ('BBB'/Negative; 86.7% stake
in VTBG).  The RWN on PCG's and VTBG's IDRs continues to reflect
the potential for the Georgian Country Ceiling of 'B+' to be
downgraded.

The affirmation of PCBG's Individual Rating at 'D' reflects its
significantly better asset quality relative to other banks in the
sector, with reported loans overdue more than 30 days at 2.3% of
total loans at end-H109, and restructured loans at 6%, although
the bank only classifies half of restructured loans as impaired.
PCBG's capitalisation remains reasonable and its loss absorption
capacity is significant relative to currently reported loan
impairment.

The downgrade of VTBG's Individual rating to 'E' from 'D/E'
reflects the bank's weak asset quality and limited loss absorption
capacity, even after the GEL13.3m equity injection in May 2009 and
the prolongation of subordinated debt received from VTB.  Loans
overdue by more than 90 days at end-H109 rose to 17.3% of the loan
portfolio, adjusted for two large loans guaranteed and financed by
VTB.  The bank's significant exposure to real estate and
construction, as well as a high portion of foreign currency
lending, could lead to further impairment recognition in the
future.

The revision of Basisbank's Outlook to Negative reflects the
bank's weak asset quality and insufficient provisioning, and the
potential for further asset quality deterioration/reserve creation
to reduce the bank's capital.  Basisbank's liquidity is
potentially vulnerable due to the still short-term nature of its
funding, and the bank's small size/franchise and weak performance
also weigh on its ratings.  At the same time, Fitch views the
bank's progress on diversifying its funding base as positive, and
notes the bank's still significant loss absorption capacity.  If
Basisbank is able to see out the current economic crisis while
retaining reasonable capital ratios, and continue to lengthen the
tenors of its funding, then downward rating pressure will ease and
upside potential could materialize.

Fitch has maintained BTAG's Long-term IDR of 'CCC' on RWN due to
its still high dependence on short-term funding from Kazakhstan's
BTA Bank (BTA, rated 'RD'; holds a 49% stake in BTAG) and
continued uncertainty surrounding BTA's attempts to restructure
its external liabilities.  A total 42% of BTAG's non-equity
funding is provided by BTA, the majority of which comprises
borrowings with maturities of less than three months which are
rolled over on a regular basis.  Weak asset quality also weighs on
BTAG's ratings, with loans overdue by 90 days increasing to 21% of
total loans at end-H109.  However, the bank's capital cushion
continues to provide a significant buffer to absorb loan losses.
The rating actions are:

TBC Bank

  -- Long-term IDR upgraded to 'B+' from 'B'; remains on RWN
  -- Short-term IDR affirmed at 'B'
  -- Support Rating affirmed at '4', removed from RWN
  -- Support Rating Floor of 'B' withdrawn
  -- Individual Rating affirmed at 'D'

Bank of Georgia

  -- Long-term foreign and local currency IDRs affirmed at 'B';
     removed from RWN; assigned Negative Outlook

  -- Senior unsecured debt affirmed at 'B'; removed from RWN;
     Recovery Rating 'RR4'

  -- Short-term foreign and local currency IDRs affirmed at 'B'

  -- Support Rating '4'; remains on RWN

  -- Support Rating Floor 'B', remains on RWN

  -- Individual Rating affirmed at 'D'

ProCredit Bank (Georgia)

  -- Long-term foreign currency IDR 'B+'; remains on RWN
  -- Long-term local currency IDR 'BB-'; remains on RWN
  -- Short-term foreign and local currency IDRs affirmed at 'B'
  -- Support Rating affirmed at '4'
  -- Individual Rating affirmed at 'D'

JSC VTB Bank (Georgia)

  -- Long-term IDR 'B+'; remains on RWN
  -- Short-term IDR affirmed at 'B'
  -- Support Rating affirmed at '4'
  -- Individual Rating downgraded to 'E' from 'D/E'

JSC Basisbank

  -- Long-term IDR affirmed at 'CCC', Outlook revised to Negative
     from Stable

  -- Short-term IDR affirmed at 'C'

  -- Support Rating affirmed at '5'

  -- Support Rating Floor affirmed at 'No Floor'

  -- Individual Rating affirmed at 'D/E'

JSC BTA Bank (Georgia)

  -- Long-term IDR 'CCC'; remains on RWN
  -- Short-term IDR affirmed at 'C'
  -- Support Rating affirmed at '5'
  -- Support Rating Floor assigned at 'No Floor'
  -- Individual Rating affirmed at 'E'


PROCREDIT BANK: Fitch Keeps Foreign Cur. IDR 'B+' on RWN
--------------------------------------------------------
Fitch Ratings has taken these key rating actions with respect to
six Georgian banks:

  -- TBC Bank's Long-term Issuer Default Rating upgraded to 'B+'
    from 'B'; remains on Rating Watch Negative

  -- Bank of Georgia's Long-term IDRs affirmed at 'B'; removed
     from RWN; assigned Negative Outlooks

  -- JSC Basisbank's Long-term IDR affirmed at 'CCC'; Outlook
     revised to Negative from Stable

  -- JSC VTB Bank's (Georgia) Individual Rating downgraded to 'E'
     from 'D/E'; Long-term IDR 'B+' maintained on RWN

  -- ProCredit Bank's (Georgia) Long-term foreign currency IDR of
     'B+' remains on RWN

  -- JSC BTA Bank's (Georgia) Long-term IDR of 'CCC' remains on
     RWN

The upgrade of TBC's Long-term IDR to 'B+' from 'B' reflects
changes in the bank's ownership structure during Q209, which
resulted in the combined stakes of international financial
institutions increasing to 55% from 22%.  The European Bank for
Reconstruction and Development and the International Finance
Corporation now each hold 20% of the bank's shares, while Deutsche
Investitions- und Entwicklungsgesellschaft holds 11.5% and
Netherlands Development Finance Company holds 3.3%.  While some
doubt remains about the ability and readiness of the IFIs to
always provide coordinated, timely support in case of need, in
particular if liquidity, rather than capital assistance is
required, Fitch believes that support is materially more likely to
be forthcoming now that the IFIs jointly hold a controlling stake
in TBC.  The RWN reflects that on Georgia's sovereign Long-term
IDR of 'B+', and the possibility that Georgia's Country Ceiling of
'B+' could be downgraded together with the sovereign rating.

TBC has received US$40 million of new equity, US$44 million of
mostly convertible subordinated loans and US$54 million of senior
loan facilities as part of a financial support package from IFIs
this year.  This has enabled the bank to considerably strengthen
its capital position, bolster liquidity and substantially reduce
refinancing risk by paying down shorter-term foreign debt.  These
factors support the affirmation of TBC's Individual Rating at 'D'.
TBC's weak asset quality continues to weigh on its credit profile.
The bank's reported loans overdue by more than 90 days represented
a moderate 4.4% of total loans at end-H109, but restructured loans
were a high 21% and exposure to the troubled development,
construction and real estate sectors stood at 26%.  The very high
portion of foreign currency lending, at 81%, is also, as for other
Georgian banks, a major potential weakness, and could result in a
further spike in loan impairments should the GEL depreciate
significantly in the future.  However, the bank now has
considerable loss absorption capacity following the IFI capital
injections, and Fitch estimates that at end-H109 the bank could
have increased its loan impairment reserve/gross loans ratio to
25.2% from 15.4% before breaching regulatory capital requirements,
even without taking account of potential future pre-impairment
profit and the conversion of subordinated loans.

The affirmation of BOG's Long-term IDRs at 'B' and the Individual
Rating at 'D' reflects the bank's standalone financial position,
which, as with TBC, has been bolstered by capital and funding
support from IFIs.  BOG received US$39 million from the Overseas
Private Investment Corporation in Q408 and US$100 million of
senior loans and US$100 million of convertible subordinated
facilities from the EBRD and the IFC in Q109.  BOG's consolidated
Basel I Tier I and total capital ratios were a solid 22% and
31.7%, respectively, at end-Q109, giving the bank considerable
loss absorption capacity, while near-term refinancing risk is low
following H109 repayments of shorter-dated foreign debt.  However,
Fitch is concerned about the sharp deterioration in asset quality,
with loans overdue by more that 90 days rising to 5% at end-Q109
from 3% at end-2008, one day overdues up to 18% from 8%
(unconsolidated), and restructured loans also increasing.  BOG's
construction and real estate lending was a significant 11% of
total loans (unconsolidated) at end-Q109, and foreign currency
lending a high 75%.  Fitch believes there is a significant
probability that BOG will receive further support from IFIs in
case of need, although this support cannot be relied upon, in the
agency's view, as the IFIs are not shareholders of the bank.  As
such, this probability is not factored into BOG's ratings.

PCBG and VTBG's Long-term foreign currency IDRs of 'B+' are driven
by potential support from their majority owners: Germany's
ProCredit Holding AG ('BBB-'/Stable; 100% stake in PCBG), and
Russian state-controlled JSC VTB Bank ('BBB'/Negative; 86.7% stake
in VTBG).  The RWN on PCG's and VTBG's IDRs continues to reflect
the potential for the Georgian Country Ceiling of 'B+' to be
downgraded.

The affirmation of PCBG's Individual Rating at 'D' reflects its
significantly better asset quality relative to other banks in the
sector, with reported loans overdue more than 30 days at 2.3% of
total loans at end-H109, and restructured loans at 6%, although
the bank only classifies half of restructured loans as impaired.
PCBG's capitalisation remains reasonable and its loss absorption
capacity is significant relative to currently reported loan
impairment.

The downgrade of VTBG's Individual rating to 'E' from 'D/E'
reflects the bank's weak asset quality and limited loss absorption
capacity, even after the GEL13.3m equity injection in May 2009 and
the prolongation of subordinated debt received from VTB.  Loans
overdue by more than 90 days at end-H109 rose to 17.3% of the loan
portfolio, adjusted for two large loans guaranteed and financed by
VTB.  The bank's significant exposure to real estate and
construction, as well as a high portion of foreign currency
lending, could lead to further impairment recognition in the
future.

The revision of Basisbank's Outlook to Negative reflects the
bank's weak asset quality and insufficient provisioning, and the
potential for further asset quality deterioration/reserve creation
to reduce the bank's capital.  Basisbank's liquidity is
potentially vulnerable due to the still short-term nature of its
funding, and the bank's small size/franchise and weak performance
also weigh on its ratings.  At the same time, Fitch views the
bank's progress on diversifying its funding base as positive, and
notes the bank's still significant loss absorption capacity.  If
Basisbank is able to see out the current economic crisis while
retaining reasonable capital ratios, and continue to lengthen the
tenors of its funding, then downward rating pressure will ease and
upside potential could materialize.

Fitch has maintained BTAG's Long-term IDR of 'CCC' on RWN due to
its still high dependence on short-term funding from Kazakhstan's
BTA Bank (BTA, rated 'RD'; holds a 49% stake in BTAG) and
continued uncertainty surrounding BTA's attempts to restructure
its external liabilities.  A total 42% of BTAG's non-equity
funding is provided by BTA, the majority of which comprises
borrowings with maturities of less than three months which are
rolled over on a regular basis.  Weak asset quality also weighs on
BTAG's ratings, with loans overdue by 90 days increasing to 21% of
total loans at end-H109.  However, the bank's capital cushion
continues to provide a significant buffer to absorb loan losses.
The rating actions are:

TBC Bank

  -- Long-term IDR upgraded to 'B+' from 'B'; remains on RWN
  -- Short-term IDR affirmed at 'B'
  -- Support Rating affirmed at '4', removed from RWN
  -- Support Rating Floor of 'B' withdrawn
  -- Individual Rating affirmed at 'D'

Bank of Georgia

  -- Long-term foreign and local currency IDRs affirmed at 'B';
     removed from RWN; assigned Negative Outlook

  -- Senior unsecured debt affirmed at 'B'; removed from RWN;
     Recovery Rating 'RR4'

  -- Short-term foreign and local currency IDRs affirmed at 'B'

  -- Support Rating '4'; remains on RWN

  -- Support Rating Floor 'B', remains on RWN

  -- Individual Rating affirmed at 'D'

ProCredit Bank (Georgia)

  -- Long-term foreign currency IDR 'B+'; remains on RWN
  -- Long-term local currency IDR 'BB-'; remains on RWN
  -- Short-term foreign and local currency IDRs affirmed at 'B'
  -- Support Rating affirmed at '4'
  -- Individual Rating affirmed at 'D'

JSC VTB Bank (Georgia)

  -- Long-term IDR 'B+'; remains on RWN
  -- Short-term IDR affirmed at 'B'
  -- Support Rating affirmed at '4'
  -- Individual Rating downgraded to 'E' from 'D/E'

JSC Basisbank

  -- Long-term IDR affirmed at 'CCC', Outlook revised to Negative
     from Stable

  -- Short-term IDR affirmed at 'C'

  -- Support Rating affirmed at '5'

  -- Support Rating Floor affirmed at 'No Floor'

  -- Individual Rating affirmed at 'D/E'

JSC BTA Bank (Georgia)

  -- Long-term IDR 'CCC'; remains on RWN
  -- Short-term IDR affirmed at 'C'
  -- Support Rating affirmed at '5'
  -- Support Rating Floor assigned at 'No Floor'
  -- Individual Rating affirmed at 'E'


TBC BANK: Fitch Upgrades Long-term Issuer Default Rating to 'B+'
----------------------------------------------------------------
Fitch Ratings has taken these key rating actions with respect to
six Georgian banks:

  -- TBC Bank's Long-term Issuer Default Rating upgraded to 'B+'
    from 'B'; remains on Rating Watch Negative

  -- Bank of Georgia's Long-term IDRs affirmed at 'B'; removed
     from RWN; assigned Negative Outlooks

  -- JSC Basisbank's Long-term IDR affirmed at 'CCC'; Outlook
     revised to Negative from Stable

  -- JSC VTB Bank's (Georgia) Individual Rating downgraded to 'E'
     from 'D/E'; Long-term IDR 'B+' maintained on RWN

  -- ProCredit Bank's (Georgia) Long-term foreign currency IDR of
     'B+' remains on RWN

  -- JSC BTA Bank's (Georgia) Long-term IDR of 'CCC' remains on
     RWN

The upgrade of TBC's Long-term IDR to 'B+' from 'B' reflects
changes in the bank's ownership structure during Q209, which
resulted in the combined stakes of international financial
institutions increasing to 55% from 22%.  The European Bank for
Reconstruction and Development and the International Finance
Corporation now each hold 20% of the bank's shares, while Deutsche
Investitions- und Entwicklungsgesellschaft holds 11.5% and
Netherlands Development Finance Company holds 3.3%.  While some
doubt remains about the ability and readiness of the IFIs to
always provide coordinated, timely support in case of need, in
particular if liquidity, rather than capital assistance is
required, Fitch believes that support is materially more likely to
be forthcoming now that the IFIs jointly hold a controlling stake
in TBC.  The RWN reflects that on Georgia's sovereign Long-term
IDR of 'B+', and the possibility that Georgia's Country Ceiling of
'B+' could be downgraded together with the sovereign rating.

TBC has received US$40 million of new equity, US$44 million of
mostly convertible subordinated loans and US$54 million of senior
loan facilities as part of a financial support package from IFIs
this year.  This has enabled the bank to considerably strengthen
its capital position, bolster liquidity and substantially reduce
refinancing risk by paying down shorter-term foreign debt.  These
factors support the affirmation of TBC's Individual Rating at 'D'.
TBC's weak asset quality continues to weigh on its credit profile.
The bank's reported loans overdue by more than 90 days represented
a moderate 4.4% of total loans at end-H109, but restructured loans
were a high 21% and exposure to the troubled development,
construction and real estate sectors stood at 26%.  The very high
portion of foreign currency lending, at 81%, is also, as for other
Georgian banks, a major potential weakness, and could result in a
further spike in loan impairments should the GEL depreciate
significantly in the future.  However, the bank now has
considerable loss absorption capacity following the IFI capital
injections, and Fitch estimates that at end-H109 the bank could
have increased its loan impairment reserve/gross loans ratio to
25.2% from 15.4% before breaching regulatory capital requirements,
even without taking account of potential future pre-impairment
profit and the conversion of subordinated loans.

The affirmation of BOG's Long-term IDRs at 'B' and the Individual
Rating at 'D' reflects the bank's standalone financial position,
which, as with TBC, has been bolstered by capital and funding
support from IFIs.  BOG received US$39 million from the Overseas
Private Investment Corporation in Q408 and US$100 million of
senior loans and US$100 million of convertible subordinated
facilities from the EBRD and the IFC in Q109.  BOG's consolidated
Basel I Tier I and total capital ratios were a solid 22% and
31.7%, respectively, at end-Q109, giving the bank considerable
loss absorption capacity, while near-term refinancing risk is low
following H109 repayments of shorter-dated foreign debt.  However,
Fitch is concerned about the sharp deterioration in asset quality,
with loans overdue by more that 90 days rising to 5% at end-Q109
from 3% at end-2008, one day overdues up to 18% from 8%
(unconsolidated), and restructured loans also increasing.  BOG's
construction and real estate lending was a significant 11% of
total loans (unconsolidated) at end-Q109, and foreign currency
lending a high 75%.  Fitch believes there is a significant
probability that BOG will receive further support from IFIs in
case of need, although this support cannot be relied upon, in the
agency's view, as the IFIs are not shareholders of the bank.  As
such, this probability is not factored into BOG's ratings.

PCBG and VTBG's Long-term foreign currency IDRs of 'B+' are driven
by potential support from their majority owners: Germany's
ProCredit Holding AG ('BBB-'/Stable; 100% stake in PCBG), and
Russian state-controlled JSC VTB Bank ('BBB'/Negative; 86.7% stake
in VTBG).  The RWN on PCG's and VTBG's IDRs continues to reflect
the potential for the Georgian Country Ceiling of 'B+' to be
downgraded.

The affirmation of PCBG's Individual Rating at 'D' reflects its
significantly better asset quality relative to other banks in the
sector, with reported loans overdue more than 30 days at 2.3% of
total loans at end-H109, and restructured loans at 6%, although
the bank only classifies half of restructured loans as impaired.
PCBG's capitalisation remains reasonable and its loss absorption
capacity is significant relative to currently reported loan
impairment.

The downgrade of VTBG's Individual rating to 'E' from 'D/E'
reflects the bank's weak asset quality and limited loss absorption
capacity, even after the GEL13.3m equity injection in May 2009 and
the prolongation of subordinated debt received from VTB.  Loans
overdue by more than 90 days at end-H109 rose to 17.3% of the loan
portfolio, adjusted for two large loans guaranteed and financed by
VTB.  The bank's significant exposure to real estate and
construction, as well as a high portion of foreign currency
lending, could lead to further impairment recognition in the
future.

The revision of Basisbank's Outlook to Negative reflects the
bank's weak asset quality and insufficient provisioning, and the
potential for further asset quality deterioration/reserve creation
to reduce the bank's capital.  Basisbank's liquidity is
potentially vulnerable due to the still short-term nature of its
funding, and the bank's small size/franchise and weak performance
also weigh on its ratings.  At the same time, Fitch views the
bank's progress on diversifying its funding base as positive, and
notes the bank's still significant loss absorption capacity.  If
Basisbank is able to see out the current economic crisis while
retaining reasonable capital ratios, and continue to lengthen the
tenors of its funding, then downward rating pressure will ease and
upside potential could materialize.

Fitch has maintained BTAG's Long-term IDR of 'CCC' on RWN due to
its still high dependence on short-term funding from Kazakhstan's
BTA Bank (BTA, rated 'RD'; holds a 49% stake in BTAG) and
continued uncertainty surrounding BTA's attempts to restructure
its external liabilities.  A total 42% of BTAG's non-equity
funding is provided by BTA, the majority of which comprises
borrowings with maturities of less than three months which are
rolled over on a regular basis.  Weak asset quality also weighs on
BTAG's ratings, with loans overdue by 90 days increasing to 21% of
total loans at end-H109.  However, the bank's capital cushion
continues to provide a significant buffer to absorb loan losses.
The rating actions are:

TBC Bank

  -- Long-term IDR upgraded to 'B+' from 'B'; remains on RWN
  -- Short-term IDR affirmed at 'B'
  -- Support Rating affirmed at '4', removed from RWN
  -- Support Rating Floor of 'B' withdrawn
  -- Individual Rating affirmed at 'D'

Bank of Georgia

  -- Long-term foreign and local currency IDRs affirmed at 'B';
     removed from RWN; assigned Negative Outlook

  -- Senior unsecured debt affirmed at 'B'; removed from RWN;
     Recovery Rating 'RR4'

  -- Short-term foreign and local currency IDRs affirmed at 'B'

  -- Support Rating '4'; remains on RWN

  -- Support Rating Floor 'B', remains on RWN

  -- Individual Rating affirmed at 'D'

ProCredit Bank (Georgia)

  -- Long-term foreign currency IDR 'B+'; remains on RWN
  -- Long-term local currency IDR 'BB-'; remains on RWN
  -- Short-term foreign and local currency IDRs affirmed at 'B'
  -- Support Rating affirmed at '4'
  -- Individual Rating affirmed at 'D'

JSC VTB Bank (Georgia)

  -- Long-term IDR 'B+'; remains on RWN
  -- Short-term IDR affirmed at 'B'
  -- Support Rating affirmed at '4'
  -- Individual Rating downgraded to 'E' from 'D/E'

JSC Basisbank

  -- Long-term IDR affirmed at 'CCC', Outlook revised to Negative
     from Stable

  -- Short-term IDR affirmed at 'C'

  -- Support Rating affirmed at '5'

  -- Support Rating Floor affirmed at 'No Floor'

  -- Individual Rating affirmed at 'D/E'

JSC BTA Bank (Georgia)

  -- Long-term IDR 'CCC'; remains on RWN
  -- Short-term IDR affirmed at 'C'
  -- Support Rating affirmed at '5'
  -- Support Rating Floor assigned at 'No Floor'
  -- Individual Rating affirmed at 'E'


VTB BANK: Fitch Cuts Individual Rating to 'E'
---------------------------------------------
Fitch Ratings has taken these key rating actions with respect to
six Georgian banks:

  -- TBC Bank's Long-term Issuer Default Rating upgraded to 'B+'
    from 'B'; remains on Rating Watch Negative

  -- Bank of Georgia's Long-term IDRs affirmed at 'B'; removed
     from RWN; assigned Negative Outlooks

  -- JSC Basisbank's Long-term IDR affirmed at 'CCC'; Outlook
     revised to Negative from Stable

  -- JSC VTB Bank's (Georgia) Individual Rating downgraded to 'E'
     from 'D/E'; Long-term IDR 'B+' maintained on RWN

  -- ProCredit Bank's (Georgia) Long-term foreign currency IDR of
     'B+' remains on RWN

  -- JSC BTA Bank's (Georgia) Long-term IDR of 'CCC' remains on
     RWN

The upgrade of TBC's Long-term IDR to 'B+' from 'B' reflects
changes in the bank's ownership structure during Q209, which
resulted in the combined stakes of international financial
institutions increasing to 55% from 22%.  The European Bank for
Reconstruction and Development and the International Finance
Corporation now each hold 20% of the bank's shares, while Deutsche
Investitions- und Entwicklungsgesellschaft holds 11.5% and
Netherlands Development Finance Company holds 3.3%.  While some
doubt remains about the ability and readiness of the IFIs to
always provide coordinated, timely support in case of need, in
particular if liquidity, rather than capital assistance is
required, Fitch believes that support is materially more likely to
be forthcoming now that the IFIs jointly hold a controlling stake
in TBC.  The RWN reflects that on Georgia's sovereign Long-term
IDR of 'B+', and the possibility that Georgia's Country Ceiling of
'B+' could be downgraded together with the sovereign rating.

TBC has received US$40 million of new equity, US$44 million of
mostly convertible subordinated loans and US$54 million of senior
loan facilities as part of a financial support package from IFIs
this year.  This has enabled the bank to considerably strengthen
its capital position, bolster liquidity and substantially reduce
refinancing risk by paying down shorter-term foreign debt.  These
factors support the affirmation of TBC's Individual Rating at 'D'.
TBC's weak asset quality continues to weigh on its credit profile.
The bank's reported loans overdue by more than 90 days represented
a moderate 4.4% of total loans at end-H109, but restructured loans
were a high 21% and exposure to the troubled development,
construction and real estate sectors stood at 26%.  The very high
portion of foreign currency lending, at 81%, is also, as for other
Georgian banks, a major potential weakness, and could result in a
further spike in loan impairments should the GEL depreciate
significantly in the future.  However, the bank now has
considerable loss absorption capacity following the IFI capital
injections, and Fitch estimates that at end-H109 the bank could
have increased its loan impairment reserve/gross loans ratio to
25.2% from 15.4% before breaching regulatory capital requirements,
even without taking account of potential future pre-impairment
profit and the conversion of subordinated loans.

The affirmation of BOG's Long-term IDRs at 'B' and the Individual
Rating at 'D' reflects the bank's standalone financial position,
which, as with TBC, has been bolstered by capital and funding
support from IFIs.  BOG received US$39 million from the Overseas
Private Investment Corporation in Q408 and US$100 million of
senior loans and US$100 million of convertible subordinated
facilities from the EBRD and the IFC in Q109.  BOG's consolidated
Basel I Tier I and total capital ratios were a solid 22% and
31.7%, respectively, at end-Q109, giving the bank considerable
loss absorption capacity, while near-term refinancing risk is low
following H109 repayments of shorter-dated foreign debt.  However,
Fitch is concerned about the sharp deterioration in asset quality,
with loans overdue by more that 90 days rising to 5% at end-Q109
from 3% at end-2008, one day overdues up to 18% from 8%
(unconsolidated), and restructured loans also increasing.  BOG's
construction and real estate lending was a significant 11% of
total loans (unconsolidated) at end-Q109, and foreign currency
lending a high 75%.  Fitch believes there is a significant
probability that BOG will receive further support from IFIs in
case of need, although this support cannot be relied upon, in the
agency's view, as the IFIs are not shareholders of the bank.  As
such, this probability is not factored into BOG's ratings.

PCBG and VTBG's Long-term foreign currency IDRs of 'B+' are driven
by potential support from their majority owners: Germany's
ProCredit Holding AG ('BBB-'/Stable; 100% stake in PCBG), and
Russian state-controlled JSC VTB Bank ('BBB'/Negative; 86.7% stake
in VTBG).  The RWN on PCG's and VTBG's IDRs continues to reflect
the potential for the Georgian Country Ceiling of 'B+' to be
downgraded.

The affirmation of PCBG's Individual Rating at 'D' reflects its
significantly better asset quality relative to other banks in the
sector, with reported loans overdue more than 30 days at 2.3% of
total loans at end-H109, and restructured loans at 6%, although
the bank only classifies half of restructured loans as impaired.
PCBG's capitalisation remains reasonable and its loss absorption
capacity is significant relative to currently reported loan
impairment.

The downgrade of VTBG's Individual rating to 'E' from 'D/E'
reflects the bank's weak asset quality and limited loss absorption
capacity, even after the GEL13.3m equity injection in May 2009 and
the prolongation of subordinated debt received from VTB.  Loans
overdue by more than 90 days at end-H109 rose to 17.3% of the loan
portfolio, adjusted for two large loans guaranteed and financed by
VTB.  The bank's significant exposure to real estate and
construction, as well as a high portion of foreign currency
lending, could lead to further impairment recognition in the
future.

The revision of Basisbank's Outlook to Negative reflects the
bank's weak asset quality and insufficient provisioning, and the
potential for further asset quality deterioration/reserve creation
to reduce the bank's capital.  Basisbank's liquidity is
potentially vulnerable due to the still short-term nature of its
funding, and the bank's small size/franchise and weak performance
also weigh on its ratings.  At the same time, Fitch views the
bank's progress on diversifying its funding base as positive, and
notes the bank's still significant loss absorption capacity.  If
Basisbank is able to see out the current economic crisis while
retaining reasonable capital ratios, and continue to lengthen the
tenors of its funding, then downward rating pressure will ease and
upside potential could materialize.

Fitch has maintained BTAG's Long-term IDR of 'CCC' on RWN due to
its still high dependence on short-term funding from Kazakhstan's
BTA Bank (BTA, rated 'RD'; holds a 49% stake in BTAG) and
continued uncertainty surrounding BTA's attempts to restructure
its external liabilities.  A total 42% of BTAG's non-equity
funding is provided by BTA, the majority of which comprises
borrowings with maturities of less than three months which are
rolled over on a regular basis.  Weak asset quality also weighs on
BTAG's ratings, with loans overdue by 90 days increasing to 21% of
total loans at end-H109.  However, the bank's capital cushion
continues to provide a significant buffer to absorb loan losses.
The rating actions are:

TBC Bank

  -- Long-term IDR upgraded to 'B+' from 'B'; remains on RWN
  -- Short-term IDR affirmed at 'B'
  -- Support Rating affirmed at '4', removed from RWN
  -- Support Rating Floor of 'B' withdrawn
  -- Individual Rating affirmed at 'D'

Bank of Georgia

  -- Long-term foreign and local currency IDRs affirmed at 'B';
     removed from RWN; assigned Negative Outlook

  -- Senior unsecured debt affirmed at 'B'; removed from RWN;
     Recovery Rating 'RR4'

  -- Short-term foreign and local currency IDRs affirmed at 'B'

  -- Support Rating '4'; remains on RWN

  -- Support Rating Floor 'B', remains on RWN

  -- Individual Rating affirmed at 'D'

ProCredit Bank (Georgia)

  -- Long-term foreign currency IDR 'B+'; remains on RWN
  -- Long-term local currency IDR 'BB-'; remains on RWN
  -- Short-term foreign and local currency IDRs affirmed at 'B'
  -- Support Rating affirmed at '4'
  -- Individual Rating affirmed at 'D'

JSC VTB Bank (Georgia)

  -- Long-term IDR 'B+'; remains on RWN
  -- Short-term IDR affirmed at 'B'
  -- Support Rating affirmed at '4'
  -- Individual Rating downgraded to 'E' from 'D/E'

JSC Basisbank

  -- Long-term IDR affirmed at 'CCC', Outlook revised to Negative
     from Stable

  -- Short-term IDR affirmed at 'C'

  -- Support Rating affirmed at '5'

  -- Support Rating Floor affirmed at 'No Floor'

  -- Individual Rating affirmed at 'D/E'

JSC BTA Bank (Georgia)

  -- Long-term IDR 'CCC'; remains on RWN
  -- Short-term IDR affirmed at 'C'
  -- Support Rating affirmed at '5'
  -- Support Rating Floor assigned at 'No Floor'
  -- Individual Rating affirmed at 'E'


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


CONTINENTAL AG: Fitch Maintains Issuer Default Rating at 'BB'
-------------------------------------------------------------
Fitch Ratings is maintaining Continental AG's Long-term Issuer
Default Rating and senior unsecured rating of 'BB' on Rating Watch
Negative.  This follows Continental's announcement that its board
has approved an increase in its capital base, despite opposition
from its majority shareholder, Schaeffler KG.

The capital increase is expected to be EUR1.5bn although the exact
amount and timing have not been detailed.  Continental also
announced that it will commence discussions with its creditor
banks to restructure its debt, particularly the EUR3.5 billion
tranche, related to its Siemens VDO acquisition facility, maturing
in August 2010.  However, Fitch believes the announced measures
are exposed to a high level of execution risk given difficult
financial market conditions.

Fitch intends to resolve the RWN once more details on the capital
increase and/or debt refinancing are available, possibly in the
next few weeks, and once the agency has assessed their impact on
the group's ownership structure and financial profile.

Fitch placed Continental's ratings on RWN on April 30, 2009
following concerns about its financial profile against the slump
in global vehicle production, the agency's expectation of a
protracted weak auto environment and uncertainty surrounding the
extent of cooperation with Schaeffler to resolve existing
financial difficulties.  Schaeffler, which favors non-core asset
disposal as a measure to raise cash, has opposed the capital
increase as it will dilute its majority stake to below 75% and
will likely erode its influence on Continental.  On January 8,
2009, Schaeffler completed the acquisition of Continental with a
stake of 49.9%, and transferred an additional 40% to banks in line
with the investment agreement.

Continental's Q209 and H109 interim results, announced last week,
reflected improvements in free cash flow generation and overall
liquidity position as well as a reduction in net debt to a level
more in line with the current ratings.  The company reported a
31.6% decline in sales to EUR9bn at half year ending June 30, 2009
compared to same period in 2008 and a 79% fall in adjusted EBIT to
EUR248.7 million (before purchase price amortization of intangible
assets, changes in the scope of consolidation and exceptional
items).

Available liquidity was nearly EUR4 billion at end-H109,
consisting of cash and equivalents of EUR2 billion and undrawn
credit facilities of EUR2 billion.  Total debt of EUR11.8 billion,
including short-term debt of EUR2.24 billion, was slightly lower
than FYE08's EUR12.1 billion.

The ratings continue to be supported by Continental's strong
market positions within its broad product portfolio, particularly
in fuel-efficient technology as well as safety.  Fitch also takes
into account Continental's extensive restructuring measures to
support free cash flow generation, including a sizeable cost-
cutting programme and the reduction or postponement of capital
expenditure, R&D spending and dividends.

Continental is one of the five largest global automotive suppliers
with sales of EUR24 billion in FY08 and an adjusted EBIT margin of
7.6%.  It focuses on brake systems, vehicle electronics, power
train and chassis systems, engineering elastomers, and tyres.


GROUP HAPPICH: Files for Insolvency; Kuebler as Administrator
-------------------------------------------------------------
Plastics Information Europe reports that Group Happich Ellamp and
its subsidiaries, Happich Profile and GHE Happich CZ, filed for
insolvency on July 1, 2009.

Plasteurope relates the court in Wuppertal has appointed Bruno
Kuebler at law firm Kuebler as provisional administrator.

Headquartered in Wuppertal, Germany -- http://www.ghegroup.com/--
is a commercial vehicle components supplier.  The company is part
Group Happich Ellamp, an Italian-German enterprise based in Bodio
Lomnago, Italy.


QIMONDA AG: In Talks With Elpida to Acquire Graphic DRAM Unit
-------------------------------------------------------------
Elpida Memory Inc. is in talks with Germany's Qimonda AG to
license graphics DRAMs and take on engineers employed at the unit,
with an agreement possible by the end of this month, Yoshinori Eki
at Bloomberg News reports citing Elpida spokeswoman Kumiko
Higuchi.

Elpida, which is vying with U.S. chipmaker Micron Technology to be
the world's No.3 maker of dynamic random access memory, has been
in repeated talks with Qimonda's administrator and creditors about
taking over the collapsed chipmaker's graphics operations,
according to Reuters.

The Troubled Company Reporter-Asia Pacific, citing The Wall Street
Journal, reported on July 1, 2009, that Elpida Memory secured a
JPY30 billion (US$313 million) fund injection from the Japanese
government, making it the first recipient of aid under a new
program to help companies during the economic downturn.

According to WSJ, Elpida will issue preferred shares worth of
JPY30 billion to the government-backed Development Bank of Japan
in August.

Elpida is also in discussions with Taiwan Memory Co., the
Taiwanese government-funded chip maker, about plans for a
share issuance.  WSJ related that under the plan, the Taiwanese
chipmaker will acquire about 10% of Elpida .

                         Rating Downgrade

As reported in the TCR-AP on Feb. 23, 2009, Standard & Poor's
Ratings Services lowered to 'B+' from 'BB-' its long-term
corporate credit and senior unsecured ratings on Elpida Memory and
placed the ratings on CreditWatch with negative implications.

According to the rating agency, the downgrade and CreditWatch
placement reflect the material weakening of the company's
financial soundness, due to continued losses stemming from
deteriorating market conditions and uncertainty over the company's
short-term liquidity.

                          About Elpida

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is a
Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM, Mobile
RAM and XDR DRAM, among others.  The Company distributes its
products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.


                         About Qimonda AG

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

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

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

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


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


ANAPTYXI 2006-1: S&P Puts 'BB'-Rated Class D Notes on Watch Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
its credit ratings on classes C and D issued by Anaptyxi 2006-1
PLC.  The other ratings in this transaction are currently
unaffected.

The CreditWatch placements follow S&P's review of the transaction
in light of deterioration of the performance of the underlying
collateral.  S&P has observed an increase in arrears and write-off
levels.

Even though arrears in this transaction exhibit a marked
seasonality, from the end of 2008 there has been an upward trend.
The acceleration has been more pronounced for loans 60+ days or
more in arrears.  The increase in the stock of delinquent loans
has brought a significant increase in write-off levels.

The three-month rolling-average default rate (calculated on the
basis of loans in arrears for more than 90 days) as of the July
interest payment date was 4.46%, up from 1.98% at the end of 2008.
If this ratio goes above the 5% threshold, the transaction can no
longer revolve, and would start amortizing.

Subordination, overcollateralization, excess spread, and a cash
reserve provide credit enhancement.  The issuer drew down a small
amount from the cash reserve on the December 2008 IPD, and
replenished it to its target (and current) level on the next IPD.

S&P will now carry out an analysis of this transaction to
investigate whether the current ratings on the classes placed on
CreditWatch negative are consistent with S&P's view of the
inherent risk profile of the underlying portfolio.

S&P's review will focus on developments in performance metrics,
also in the light of the measures the servicer is taking to limit
defaults and losses in the current challenging economic
environment.  These measures range from a greater focus on early
arrears to a closer management of the overall debt position of the
borrowers and tighter underwriting standards.  The results of
S&P's further analysis are expected within three months of the
publication of the rating actions.

Anaptyxi 2006-1 is ultimately backed by a granular pool of secured
and unsecured loans granted to Greek small businesses and
professionals.  EFG Eurobank originated the loans.  The
transaction can revolve for five years, subject to certain
conditions.

                           Ratings List


                        Anaptyxi 2006-1 PLC
         EUR2.25 Billion Asset-Backed Floating-Rate Notes

               Ratings Placed Creditwatch Negative

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


DRYSHIPS INC: Reports US$52.8 Mil. Net Profit for Q2 2009
---------------------------------------------------------
DryShips Inc., announced its unaudited financial and operating
results for the second quarter and six month period ended June 30,
2009.

The Company recorded a net profit of US$52.8 million, or US$0.24
basic and diluted loss per share for the three-month period ended
June 30, 2009, as compared to a net profit of US$299.8 million, or
US$6.95 basic and diluted earnings per share for the three-month
period ended June 30, 2008.  EBITDA was US$127.0 million for the
second quarter of 2009 as compared to US$359.8 million for the
same period in 2008.

Included in the second quarter 2009 results are (i) a loss related
to contract termination fees and forfeiture of vessel deposits of
US$44.8 million or US$0.21 per share, (ii) a non cash gain of
US$51.6 million or US$0.24 per share associated with the valuation
of the Company’s interest rate swaps and (iii) amortization of
stock based compensation of US$9.5 million or US$0.04 per share.
Excluding these items, net income would amount to US$55.5 million
or US$0.25 per share.

As of June 30, 2009, the Company had US$5.50 billion in total
assets; US$1.97 billion in total current liabilities and US$847.8
million in total non-current liabilities; and US$2.67 in total
equity.  As of June 30, 2009, the Company had a working capital
deficit of US$1.08 billion.

Following acquisition of Ocean Rig in the second quarter of 2008,
the Company has two reportable segments, the drybulk carrier
segment and the offshore drilling segment.

George Economou, Chairman and Chief Executive Officer of the
Company commented, "We are pleased to report another quarter of
profitable operating results for Dryships as both our drilling and
dry bulk units continued to perform at high utilization rates.
The last several months the dry bulk freight markets have
recovered to healthy levels led by strong growth in China.  The
stimulus plan implemented by the Chinese government earlier in the
year has translated into accelerated infrastructure development
and increased commodity demand.  Steel prices are on the rise and
are providing healthy margins to steel mills.  We are also
beginning to see signs of improvement from other regions, with
steel mills in Europe, Japan and elsewhere restarting idle
capacity. We have taken advantage of this strengthening and now
have approximately 87% of our shipdays in 2009 and 2010 fixed at
healthy levels and can always leverage the volatility in freight
rates in the future through further vessel acquisitions.  Dryships
now has US$1.6 billion in fixed EBITDA from its dry bulk and
offshore units over the next 2.5 years.  The steps taken by the
company to strengthen it's balance sheet, earlier in the year,
have positioned us to take advantage of distressed deals that are
beginning to surface despite the improvement in freight rates."

Several of the Company's lenders, which collectively held US$1.5
billion of the Company's indebtedness as of June 30, 2009, have
notified the Company that it is in breach of certain financial and
other covenants contained in our loan agreements.  The Company
entered into agreements with Piraeus Bank dated April 15, 2009,
for covenant waivers and to restructure our loan facilities.  It
also entered into agreements with Deutsche Bank and DnB NOR in
June 2009 for covenant waivers and to restructure loan facilities.
The waivers expire in January 2010, March 2011 and May 2011,
respectively.

The Company has classified all of Dryships' debt obligations as
current at December 31, 2008 and June 30, 2009 as a result of
cross default provisions included in guarantees provided by the
Company to financing institutions in favor of its subsidiaries.  A
cross default provision means that if the Company defaults on one
loan it immediately defaults on all loans that contain such a
provision.

During 2009, the Company may also be in breach of liquidity and
minimum cash covenants as a result of using its restricted cash.
Currently, the Company is in discussions with other lenders, which
collectively hold an aggregate of US$1.3 billion of indebtedness
as of June 30, 2009, for waivers and amendments of certain
financial and other covenants contained in its loan agreements.

The Company has noted if it is unable to obtain waivers or
covenant amendments from its banks, its lenders could accelerate
indebtedness and foreclose on its vessels.  In addition, if
conditions in the drybulk charter market decline from current
levels and the market value of vessels declines even further, the
Company may seek to restructure outstanding indebtedness.

As of June 30, 2009, the Company had a total of US$2.6 billion in
debt outstanding under its credit facilities with various
institutions:

     Twelve months ending                Total
     --------------------                -----
     June 30, 2010                   US$1,861,894,000
     June 30, 2011                      142,583,000
     June 30, 2012                      108,710,000
     June 30, 2013                       70,000,000
     June 30, 2014                      417,500,000
     June 30, 2015 and thereafter     2,600,687,000
                                   ----------------
     Less-Financing fees                US$32,772,000
                                   ----------------
     Total                           US$2,567,915,000

A full-text copy of the Management's Discussion and Analysis of
Financial Condition and Results of Operation and interim unaudited
consolidated financial statements and related information and data
of DryShips as of and for the period ended June 30, 2009, is
available at no charge at http://ResearchArchives.com/t/s?40ad

DryShips will hold an Annual Meeting of Shareholders at the
Company's offices located at 80 Kifissias Avenue, 15125,
Amaroussion, Athens, Greece on September 21, 2009 at 1:00 pm
Athens time.

The Board of Directors has fixed the close of business on Friday,
August 7, 2009, as the record date for the determination of the
shareholders entitled to receive notice and to vote at the Annual
Meeting or any adjournments or postponements thereof.

Formal notice of the meeting and the Company's proxy statement
will be sent to stockholders of the Company in due course.

                       About DryShips Inc.

DryShips Inc. -- http://www.dryships.com/-- based in Greece, is
an owner and operator of drybulk carriers that operate worldwide.
As of the day of this release, DryShips owns a fleet of 41 drybulk
carriers comprising 7 Capesize, 28 Panamax, 2 Supramax and 4
newbuilding Drybulk vessels with a combined deadweight tonnage of
over 3.6 million tons, 2 ultra deep water semisubmersible drilling
rigs and 4 ultra deep water newbuilding drillships.  DryShips
Inc.'s common stock is listed on the NASDAQ Global Market where
trades under the symbol "DRYS."

                           *     *     *

As reported by the Troubled Company Reporter on June 19, 2009,
DryShips signed an agreement with DnB NOR on waiver terms for
US$86 million of its outstanding debt.  No other details were
provided.

On June 9, DryShips signed an agreement on waiver terms with the
Deutsche Bank AG, led syndicate on a US$1.125 billion facility.
This facility covers drillships hull numbers 1865 and 1866
currently under construction at Samsung Heavy Industries.


DRYSHIPS INC. Appoints Kerames and Karamitsanis to Board
--------------------------------------------------------
The Board of Directors of DryShips Inc. appointed on July 29,
2009, Harry Kerames and Vassilis Karamitsanis to the Board of
Directors as independent directors.

Harry Kerames has over 21 years of experience in the
transportation industry.  Mr. Kerames has been the Managing
Director of Global Capital Finance where he was responsible for
the firm’s shipping practice.  Prior to joining Global Capital
Finance in 2006, he was the Chief Marketing Officer at Charles R.
Weber Company Inc., where he brokered the freight derivative
business, and co-founded a freight derivatives hedge fund.  Mr.
Kerames has also held various directorships, senior level
marketing positions, and consultative roles with Illinois Central
Railroad, Genstar Corporation, Motive Power Industries, Hub Group
Distribution Services, and Ship and Transportation Equipment
Finance and Oceanfreight Inc.  Mr. Kerames is a member of the
Baltic Exchange, the Hellenic American Chamber of Commerce, and
the Connecticut Maritime Association.  Mr. Kerames graduated with
a Bachelor of Science from the University of Connecticut.

Vassilis Karamitsanis is an attorney and a founding partner of
SigmaKappaSigma Law Offices.  From 2007 to 2009, Mr. Karamitsanis
was the Head of the legal department at Karouzos Construction &
Development Group.  Mr. Karamitsanis has also previously served as
a legal advisor to Dimand Real Estate Development and LPSA
Consultants SA, and as a special advisor to the Hellenic Ministry
of Health & Welfare.  He is a member of the Athens Bar Association
and practices real estate, corporate, domestic and international
contracting, telecommunications, and energy law.  Mr. Karamitsanis
graduated from Athens College Lyceum, and received his law degree
from Aristotle University of Thessaloniki.  He also holds a
postgraduate degree in Economic Analysis of Law from Erasmus
University of Rotterdam, and a postgraduate degree in Economic
Analysis of Institutions from University Aix-Marseille III, Aix-
en-Provence.

George Xiradakis, Chairman of the Nominating Committee commented:
"We welcome Harry Kerames and Vassilis Karamitsanis to the Board
of Directors of Dryships Inc.  After a rigorous screening process,
we selected these two distinguished individuals who we believe
have the credentials and experience to add value to Dryships.
With these appointments the Company continues to satisfy NASDAQ
corporate governance standards requiring a board comprised of a
majority of independent directors."

DryShips Inc. -- http://www.dryships.com/-- based in Greece, is
an owner and operator of drybulk carriers that operate worldwide.
As of the day of this release, DryShips owns a fleet of 41 drybulk
carriers comprising 7 Capesize, 28 Panamax, 2 Supramax and 4
newbuilding Drybulk vessels with a combined deadweight tonnage of
over 3.6 million tons, 2 ultra deep water semisubmersible drilling
rigs and 4 ultra deep water newbuilding drillships.  DryShips
Inc.'s common stock is listed on the NASDAQ Global Market where
trades under the symbol "DRYS."


=============
I C E L A N D
=============


HAF FUNDING: Moody's Junks Ratings on Class A Senior Secured Note
-----------------------------------------------------------------
Moody's Investors Service has downgraded its rating on one note
issued by HAF Funding 2008-1.

This transaction is a collateralized loan obligation backed by a
static portfolio of corporate loans, approximately 77% of which
are to Icelandic corporates.

According to Moody's, the rating action taken on the note is
primarily a result of an increase in the defaulted loans in the
underlying pool (currently approximately 42% of the initial
portfolio)

The rating actions also reflect Moody's revised assumptions with
respect to default probability as described in the press release
dated February 4, 2009, titled "Moody's updates key assumptions
for rating CLOs."  These revised assumptions have been applied to
all corporate credits in the underlying portfolio.

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

Following the rating action, Moody's will withdraw the rating on
this class of notes for business reasons.

Moody's initially analyzed this transaction using primarily the
methodology and its supplements for cash flow CLOs as described in
Moody's Special Reports and press releases below:

  -- Moody's Approach to Rating Collateralized Loan Obligations
     (December 2008)

  -- Framework for De-Linking Hedge Counterparty Risks from Global
     Structured Finance Cashflow Transactions (May 2007)

The rating action[s] is[are]:

HAF Funding 2008-1:

EUR574,000,000 Class A Senior Secured Note due 2020

  -- Current Rating: Caa2

  -- Prior Rating: Ba1, on review for possible downgrade

  -- Prior Rating Date: 27 October 2008, downgrade from A1 to Ba1,
     on review for possible downgrade


KAUPTHING BANK: Creditors Must File Claims by December 30
---------------------------------------------------------
Creditors of Kaupthing Bank hf. have until December 30, 2009, to
submit claims to:

         The Winding-up Committee of Kaupthing Bank hf.
         Borgartun 19
         105 Reykjavik
         Iceland

Creditors are instructed to include the itemized amount of their
claims as of April 22, 2009.

A creditors' meeting will be held at 10:00 on January 29, 2010,
at:

         Hilton Hotel Nordica
         Sudurlandsbraut 2
         Reykjavik
         Iceland

The meeting will discuss the list of filed claims and the Winding-
up Committe's position towards the recognition of claims insofar
as it is available.  The list of filed claims will be made
available to the parties who have filed claims at least one week
before the meeting.

Further information on the filing and handling of claims will be
made available on the bank's Web site, www.kaupthing.com.

In a ruling of the District Court of Reykjavik issued on
November 24, 2008, Kaupthing Bank hf. was granted a moratorium on
payments until February 13, 2009.  On February 19, the moratorium
was extended until November 13, 2009.  The court appointed a
Winding-up Committee for the bank on May 25, 2009, whose tasks
include dealing with claims against the bank while the moratorium
remains in effect and after winding-up proceedings have commenced
at the end of the moratorium period.


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


AVEBURY FINANCE: S&P Cuts Ratings on Six Classes of Notes to 'CC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
the class A1-A rev, A2, B, C, D, and E notes issued by Avebury
Finance CDO PLC, a European collateralized debt obligation of
asset-backed securities.  At the same time, S&P affirmed the class
X notes.

The rating actions reflect S&P's assessment of further credit
quality deterioration in the underlying portfolios due to their
exposure to U.S. CDOs of ABS and residential mortgage-backed
securities, and S&P's application of updated recovery rate
calculations.  The negative credit migration has led to an
increase in the scenario default rates that may not be supported
by current credit enhancement.  The updated recovery rate
calculations have decreased applicable break-even default rates.

In addition, there has been a shortfall in the portfolio
collateral amount from the target par amount stipulated in the
transaction's documentation.  This has led to a significant
decrease in the applicable break-even default rates.

According to the latest trustee reports available to us, there has
also been continued deterioration in the class A/B, C, and D par
value ratio tests in recent months.

                           Ratings List

                     Avebury Finance CDO PLC
          US$1.0097 Billion Secured Floating-Rate Notes

                         Ratings Lowered

                                    Rating
                                    ------
             Class         To                    From
             -----         --                    ----
             A1-A rev      CC                    CCC-
             A2            CC                    CCC-
             B             CC                    CCC-
             C             CC                    CCC-
             D             CC                    CCC-
             E             CC                    CCC-

                         Rating Affirmed

                     Class         Ratings
                     -----         -------
                     X             AAA


BACCHUS 2007-1: Moody's Cuts Rating on Class E Notes to 'Ca'
------------------------------------------------------------
Moody's Investors Service has downgraded its ratings of 7 classes
of notes issued by Bacchus 2007-1 plc.

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

According to Moody's, the rating actions taken on the notes are a
result of credit deterioration of the underlying portfolio.  This
is observed in, among other measures as per trustee report dated
June 30, 2009, a decline in the average credit rating as measured
through the weighted average rating factor (currently 2820), an
increase in the amount of defaulted securities (currently 17% of
the portfolio), an increase in the proportion of securities from
issuers rated Caa1 and below (currently 18% of the portfolio), and
a failure of all par value tests except the Class A/B par value
test.  Moody's also performed a sensitivity analysis, including
amongst others, a further decline in portfolio WARF quality.

The rating actions also reflect Moody's revised assumptions with
respect to default probability and the calculation of the
Diversity Score as described in the press release dated
February 4, 2009, titled "Moody's updates key assumptions for
rating CLOs."  These revised assumptions have been applied to all
corporate credits in the underlying portfolio, the revised
assumptions for the treatment of ratings on "Review for Possible
Downgrade", "Review for Possible Upgrade", or with a "Negative
Outlook" being applied to those corporate credits that are
publicly rated. Moody's also notes that a material proportion of
the collateral pool consists of debt obligations whose credit
quality has been assessed through Moody's Credit Estimates.  As
credit estimates do not carry credit indicators such as ratings
reviews and outlooks, a stress of a quarter notch-equivalent
assumed downgrade was applied to each of these estimates.

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

Moody's initially analyzed and continues to monitor this
transaction using primarily the methodology and its supplements
for cash flow CLOs as described in Moody's Special Reports and
press releases below:

  -- Moody's Approach to Rating Collateralized Loan Obligations
     (December 2008)

The rating actions are:

  -- Class A Senior Secured Floating Rate Notes due 2023,
     Downgraded to A2; previously on April 19, 2007 Assigned Aaa

  -- Revolving Credit Facility due 2023, Downgraded to A2;
     previously on April 19, 2007 Assigned Aaa

  -- Class B Senior Secured Floating Rate Notes due 2023,
     Downgraded to Ba2; previously on March 4, 2009 Aa2 Placed
     Under Review for Possible Downgrade

  -- Class C Senior Secured Deferrable Floating Rate Notes due
     2023, Downgraded to B3; previously on March 17, 2009 Ba1
     Placed Under Review for Possible Downgrade

  -- Class D Senior Secured Deferrable Floating Rate Notes due
     2023, Downgraded to Caa3; previously on March 17, 2009 B2
     Placed Under Review for Possible Downgrade

  -- Class E Senior Secured Deferrable Floating Rate Notes due
     2023-1, Downgraded to Ca; previously on March 17, 2009 Caa3
     Placed Under Review for Possible Downgrade

  -- Class Y Combination Notes due 2023, Downgraded to Caa3;
     previously on March 4, 2009 Baa3 Placed Under Review for
     Possible Downgrade


BF RESTAURANTS: In Liquidation; Baker Tilly Named as Liquidator
---------------------------------------------------------------
Ian Kehoe at The Sunday Business Post Online reports that BF
Restaurants Ltd., the holding company behind restaurant chain Asia
de Brun, which has an outlet in Citywest in Dublin and two in
Kildare, has gone into liquidation.

Citing a statement of affairs circulated to creditors, the report
discloses the company has left debts of more than EUR1.1 million.

The report relates George Maloney, a partner at Baker Tilly Ryan
Glennon, was appointed liquidator to the company at a meeting of
the firm's creditors last week.   According to the report, at the
creditors' meeting, the directors cited the downturn in the
economy as the main reason for the insolvency of the group and the
closure of the restaurants.

The liquidator, the report says, is in talks with a number of
parties who are interested in acquiring the company's business and
assets.


CAMBER 4: S&P Lowers Ratings on Three Classes of Notes to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
all the notes issued by CAMBER 4 PLC, a European collateralized
debt obligation of asset-backed securities transaction.

The class A3, B, and C par value ratio tests and the class A3
interest coverage tests have been failing continuously since S&P's
last rating actions on this deal in March 2009.

The rating actions reflect S&P's assessment of further
deterioration in the credit quality of the underlying portfolios
due to their exposure to U.S. CDOs of ABS and residential
mortgage-backed securities, and S&P's application of updated
recovery rate calculations.  The negative credit migration has led
to an increase in the scenario default rates that may not be
supported by current credit enhancement.  The updated recovery
rate calculations have decreased applicable break-even default
rates.

                           Ratings List

                           CAMBER 4 PLC
        US$1.004 Billion Asset-Backed Floating-Rate Notes

                         Ratings Lowered

                                     Rating
                                     ------
            Class         To                      From
            -----         --                      ----
            A1-A          CCC+                    BBB-
            A1-B          CCC+                    BBB-
            A2            CCC-                    B-
            A3            CC                      CCC-
            B             CC                      CCC-
            C             CC                      CCC-


EUROMAX V: S&P Lowers Rating on Class A4 Notes to 'BB+'
-------------------------------------------------------
Standard & Poor's Rating Services lowered its credit ratings on
the class A1, A2, A3, and A4 notes issued by EUROMAX V ABS PLC.
S&P removed from CreditWatch negative the class A4 notes.  At the
same time, S&P affirmed the ratings on the class X notes.

These rating actions follow S&P's assessment of the deterioration
in the underlying portfolio's credit quality and the fact that a
significant proportion of its assets are currently on CreditWatch
negative.

On April 6, S&P published revised assumptions governing structured
finance assets with ratings on CreditWatch negative held within
collateralized debt obligation transactions.  Under these revised
assumptions, S&P can adjust ratings on CreditWatch negative
downward by at least three notches.

Our analysis indicates that the underlying pool in this
transaction contains about 49% of assets on CreditWatch negative.

In S&P's opinion, these factors indicate a worsening of the
transaction's risk profile.  In S&P's view, the credit enhancement
available to the class A notes is no longer sufficient to maintain
their ratings.  Therefore, S&P has lowered its ratings on EUROMAX
V ABS's notes to levels which, in S&P's view, reflect the current
likelihood of repayment of principal and interest to noteholders.

EUROMAX V ABS is a CDO of asset-backed securities transaction
backed by a pool of European commercial and residential mortgage-
backed securities, as well as some CDO assets.

                           Ratings List

                        EUROMAX V ABS PLC
               EUR307.5 Million Floating-Rate Notes

                          Ratings Lowered

                                   Rating
                                   ------
                  Class       To            From
                  -----       --            ----
                  A1          AA            AAA
                  A2          A+            AAA
                  A3          BBB+          AA

       Rating Lowered and Removed From CreditWatch Negative

                               Rating
                               ------
              Class       To            From
              -----       --            ----
              A4          BB+           A-/Watch Neg

                          Rating Affirmed

                        Class       Rating
                        -----       ------
                        X           AAA


INDEPENDENT NEWS: Bondholders Seek Resolution of EUR200 Mil. Note
-----------------------------------------------------------------
Arthur Beesley at The Irish Times reports that bondholders in
Independent News & Media plc are negotiating with the company on
the resolution of an overdue EUR200 million note on the basis that
key investor Denis O'Brien will not sign up to current proposals.

The report relates sources close to the bondholder group said they
had formed the view, in light of public statements made by
Mr. O'Brien, that there was little prospect of securing his
agreement.

According to the report, the bondholder sources believe it will be
possible to secure a deal with IN&M and that such a deal could
bypass Mr. O'Brien.

INM last month secured a second extension to a "standstill" pact
in relation to the overdue bond until August 27, the report
recalls.

The report discloses sources close to Mr. O'Brien, who has said
examinership is an option for INM, however, insisted he was not
seeking to stymie a deal.  The sources added that he was not
advancing proposals that would suit or benefit only him.

                  About Independent News & Media

Headquartered in Dublin, Ireland, Independent News & Media PLC
(ISE:IPD) -- http://www.inmplc.com/-- is engaged in printing and
publishing of metropolitan, national, provincial and regional
newspapers in Australia, India, Ireland, New Zealand, South Africa
and the United Kingdom.  It also has radio operations in Australia
and New Zealand, and outdoor advertising operations in Australia,
New Zealand, South-East Asia and across Africa.  The Company also
has online operations across each of its principal markets.  The
Company has three business segments: printing, publishing, online
and distribution of newspapers and magazines and commercial
printing; radio, and outdoor advertising.  INM publishes over 200
newspaper and magazine titles, delivering a combined weekly
circulation of over 32 million copies with a weekly audience of
over 100 million consumers.  In March 2008, it acquired The Sligo
Champion.  During the year ended December 31, 2007, the Company
acquired the remaining 50% interest in Toowoomba Newspapers Pty
Ltd.


PORTLAOISE TRAVEL: Goes Into Liquidation
----------------------------------------
RTE Business reports that the Portlaoise Travel Group, a
franchisee of Budget Travel, has gone into liquidation.

Portlaoise, which has been in operation for 20 years, has eight
shops, RTE discloses.  The outlets are located in Athy, Kilkenny,
Portlaoise, Carlow, Thurles and Tullamore.

RTE relates in a July 30 statement, Budget Travel said customers
who have booked a holiday with the Portlaoise are fully protected
and their reservations will be honored.


SIGNUM FINANCE: S&P Lowers Ratings on Two Notes Series to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'D' from 'CCC-' and
withdrew its credit ratings on the series 2006-08 and 2006-10
notes issued by Signum Finance II PLC.

The downgrades follow the confirmation that losses from credit
events in the underlying portfolios have exceeded the available
credit enhancement for these two collateralized debt obligations.
This means that, on the termination date, noteholders suffered a
principal loss.

S&P subsequently withdrew the ratings assigned to these notes,
having recently received confirmation that they had terminated.

                           Ratings List

                  Ratings Lowered And Withdrawn

                      Signum Finance II PLC
       US$20 Million Secured Medium Term Credit-Linked Notes
                         Series 2006-08

                             Ratings
                             -------
                      To                From
                      --                ----
                      D                 CCC-
                      NR                D

                      Signum Finance II PLC
      EUR25 Million Secured Medium Term Credit-Linked Notes
                          Series 2006-10

                             Ratings
                             -------
                      To                From
                      --                ----
                      D                 CCC-
                      NR                D

                          NR — Not rated.


STRAWINSKY I: S&P Junks Rating on Class E Notes From 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
the class B, C, D, and E notes issued by Strawinsky I PLC, a
European cash flow corporate loan transaction, and affirmed its
ratings on classes A1-T, A1-R, and A2.

The downgrades reflect a number of factors, including an increase
in the amount of defaulted assets in the transaction's collateral
pool and deterioration in the overall credit quality of the
performing assets in the underlying collateral pool.

The negative credit migration has led to an increase in the
scenario default rates that may not be supported by current credit
enhancement. In addition, there has been a shortfall in the
portfolio collateral amount from the target par amount stipulated
in the transaction documentation.  This has led to a decrease in
the applicable break-even default rates.

According to the latest trustee reports available to us, there has
been continued deterioration in the par value ratio tests during
recent months.

S&P will closely continue to monitor the transaction's
performance.

                           Ratings List

                         Strawinsky I PLC
              EUR271.4 Million Secured Floating-Rate
              and EUR28.6 Million Subordinated Notes

                          Ratings Lowered

                                   Rating
                                   ------
            Class         To                      From
            -----         --                      ----
            B             A+                      AA
            C             BBB-                    A
            D             B                       BBB
            E             CCC-                    BB+

                         Ratings Affirmed

                        Class        Rating
                        -----        ------
                        A1T          AAA
                        A1R          AAA
                        A2           AAA


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


ALLIANCE BANK: Posts KZT645 Bln Loss in 2009 First Half
-------------------------------------------------------
Nariman Gizitdinov at Bloomberg News reports that the Financial
Supervision Agency said Alliance Bank made a loss of KZT645
billion in the first half of the year.

Bank spokeswoman Asel Tynyshbekova declined to comment on the
agency's report.

The Troubled Company Reporter-Europe, citing Bloomberg News,
reported on July 16, 2009, that the bank said it will complete
debt restructuring by Nov. 1 after reaching agreement with a
creditor committee.  Bloomberg disclosed the Agency for Financial
Supervision said on its Web site that the bank's liabilities
exceed capital by KZT438 billion after it had a loss of KZT595
billion in the five months through May.

                           Default

On May 21, 2009, the Troubled Company Reporter-Europe, citing
Bloomberg News, reported Alliance said it failed to make a
principal payment of more than US$10 million on a loan placed with
foreign lenders due May 11.  The bank halted payments to creditors
after discovering US$1.1 billion of liabilities that weren't
reflected on its balance sheet and requested a standstill on
repayments.

Based in Almaty, Kazakhstan, Alliance Bank OA (LI:ALLB) --
http://www.alb.kz/-- a.k.a Alliance Bank JSC, is a commercial
bank.  As at December 31, 2007, Alliance had 24 branches and 199
mini-branches in the Republic of Kazakhstan.  The Bank is
organized on the basis of three main segments: Retail banking,
which represents private banking services, private customer
current accounts, savings, deposits, investment savings products,
custody, credit and debit cards, consumer loans and mortgages;
Corporate banking, which represents direct debit facilities,
current accounts, deposits, overdrafts, loan and other credit
facilities, foreign currency and derivative products, and
Investment banking, which represents financial instruments
trading, structured financing, corporate leasing, and merger and
acquisitions advice.

                         *     *     *

As reported in the Troubled Company Reporter-Europe on June 9,
2009, Standard & Poor's Ratings Services said that it lowered its
short-and long-term counterparty credit ratings on Kazakhstan-
based Alliance Bank JSC to 'D/D' (default) from 'SD/SD' (selective
default).

As reported in the Troubled Company Reporter-Europe on Feb. 10,
2009, Moody's Investors Service hdowngraded the long-term bank
deposit and unsecured debt ratings of Alliance Bank to B2 from
Ba2.  At the same time, the E+ bank financial strength rating was
lowered to E.  The bank's Not Prime short-term ratings were
affirmed.  Debt and deposit ratings remain on review for possible
further downgrade.


ASSORTY TRADE: Creditors Must File Claims by August 7
-----------------------------------------------------
Creditors of LLP Assorty Trade have until August 7, 2009, to
submit proofs of claim to:

         The Specialized Inter-Regional Economic Court of Jambyl
         Akbozov Str. 27
         Taraz
         Jambyl
         Kazakhstan

The court commenced bankruptcy proceedings against the company on
May 18, 2009.


ASTANA LIFT: Creditors Must File Claims by August 7
---------------------------------------------------
Creditors of LLP Astana Lift have until August 7, 2009, to submit
proofs of claim to:

         Satpaev Str. 90
         Room 609
         Astana
         Kazakhstan

The Specialized Inter-Regional Economic Court of Astana commenced
bankruptcy proceedings against the company on May 18, 2009, after
finding it insolvent.

The Court is located at:

         The Specialized Inter-Regional
         Economic Court of Astana
         Abai Ave. 36
         Astana
         Kazakhstan


AZIKOM LLP: Creditors Must File Claims by August 7
--------------------------------------------------
Creditors of LLP Azikom have until August 7, 2009, to submit
proofs of claim to:

         Ilyaev Str. 24
         Shymkent
         South Kazakhstan
         Kazakhstan

The Specialized Inter-Regional Economic Court of South Kazakhstan
commenced bankruptcy proceedings against the company on May 5,
2009, after finding it insolvent.

The Court is located at:

         The Specialized Inter-Regional
         Economic Court of South Kazakhstan
         Tynybaev Str. 42
         Shymkent
         South Kazakhstan
         Kazakhstan


BHP TECHNICS: Creditors Must File Claims by August 7
----------------------------------------------------
Creditors of LLP BHP Technics have until August 7, 2009, to submit
proofs of claim to:

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

The court commenced bankruptcy proceedings against the company on
May 25, 2009.


BTA BANK: Losses Widen to KZT1.5 Trillion in First Half 2009
------------------------------------------------------------
According to Nariman Gizitdinov at Bloomberg News, the Financial
Supervision Agency, citing preliminary data, said BTA Bank's
losses widened to KZT1.5 trillion (US$9.9 billion) in the first
half of the year.

According to Bloomberg, the bank, in which the Kazakh National
Wellbeing Fund Samruk-Kazyna holds a 75.1% stake, reported a loss
of KZT261.5 billion n the first quarter as it boosted reserves
against bad loans.

Bloomberg relates the agency said BTA, one of three Kazakh banks
to default this year, had assets of KZT2.6 trillion on July 1.

                      Debt Restructuring

On July 2, 2009, the Troubled Company Reporter-Europe, citing
Bloomberg News, reported BTA said in April it stopped making
principal payments on its debt after creditors demanded
accelerated payment, triggering a default.  Bloomberg disclosed
Kairat Kelimbetov, the head of Samruk-Kazyna, said June 5 the bank
was in talks with creditors and would probably reach a debt
restructuring agreement by August.  Bloomberg said the resignation
of the bank's New-York based adviser, Goldman Sachs International
Inc. may hamper debt restructuring efforts. The bank hired Goldman
Sachs and UBS AG as restructuring consultants after the government
took control of the bank in February.

BTA Bank AO (BTA Bank JSC), formerly Bank TuranAlem AO, --
http://bta.kz/-- is a Kazakhstan-based financial institution,
which is involved in the provision of banking and financial
products for private and corporate clients.  The Bank has in its
offer personal banking services, comprised of current accounts,
savings accounts, term deposits, safety deposit boxes, money
transfer services, credit facilities, and corporate banking
services, including business accounts, credit facilities, treasury
services, letters of guarantee, letters of credit, foreign
exchange services, remittances and other solutions, as well as
debt and credit cards, card services and electronic banking
services.  The Bank has 14 subsidiaries and six affiliated
companies.  It offers its services through a network of numerous
regional branches, cash settlement centers throughout Kazakhstan
and international representative offices located in Ukraine,
Russia, China and the United Arab Emirates.


DI PLUS: Creditors Must File Claims by August 7
-----------------------------------------------
Creditors of LLP Di Plus have until August 7, 2009, to submit
proofs of claim to:

         The Specialized Inter-Regional
         Economic Court of Karaganda
         Alalykin Str. 9
         Karaganda
         Kazakhstan

The court commenced bankruptcy proceedings against the company on
May 18, 2009.


EURO ASIAN: Creditors Must File Claims by August 7
--------------------------------------------------
The Jezkazgan Branch of JSC Euro Asian Foods is currently
undergoing liquidation.  Creditors have until August 7, 2009, to
submit proofs of claim to:

         Bytovaya Str. 20
         Karaganda
         Kazakhstan


FALKON TRANS: Creditors Must File Claims by August 7
----------------------------------------------------
Creditors of have LLP Falkon Trans until August 7, 2009, to submit
proofs of claim to:

         Makataev Str. 127
         Almaty
         Kazakhstan

The Specialized Inter-Regional Economic Court of Almaty commenced
bankruptcy proceedings against the company on May 5, 2009 after
finding it insolvent.

The Court is located at:

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


FORWARD LLP: Creditors Must File Claims by August 7
---------------------------------------------------
Creditors of LLP Forward have until August 7, 2009, to submit
proofs of claim to:

         Jambyl Str. 9
         Room 302
         Karaganda
         Karaganda
         Kazakhstan

The Specialized Inter-Regional Economic Court of Karaganda
commenced bankruptcy proceedings against the company on May 5,
2009, after finding it insolvent.

The Court is located at:

         The Specialized Inter-Regional
         Economic Court of Karaganda
         Alalykin Str. 9
         Karaganda
         Kazakhstan


FURNITURE FACTORY: Creditors Must File Claims by August 7
---------------------------------------------------------
Creditors of LLP Furniture Factory Rahat have until August 7,
2009, to submit proofs of claim to:

         The Specialized Inter-Regional
         Economic Court of Karaganda
         Alalykin Str. 9
         Karaganda
         Kazakhstan

The court commenced bankruptcy proceedings against the company on
May 18, 2009.


GLORIA JEANS: Creditors Must File Claims by August 7
----------------------------------------------------
LLP Gloria Jeans is currently undergoing liquidation.  Creditors
have until August 7, 2009, to submit proofs of claim to:

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

The court commenced bankruptcy proceedings against the company on
May 5, 2009.


HALYK SAVINGS: Posts KZT13 Bln Loss in First Half 2009
------------------------------------------------------
Nariman Gizitdinov at Bloomberg News reports the Financial
Supervision Agency said Halyk Savings Bank, Kazakhstan's third-
largest, posted a loss of KZT13 billion in the first half of the
year.

"Halyk Savings Bank posted a formal loss as it increased
provisions against bad loans," Bloomberg quoted Bagdat
Kodzhakhmetov, a spokesman for Halyk, as saying.

Kazakhstan-based Halyk Bank AO (Halyk National Savings Bank of
Kazakhstan JSC or Halyk Bank JSC)(KAS:HSBK) --
http://eng.halykbank.kz/-- offers banking services to private and
corporate clients.  Its services include cash-settlements, loans,
deposits, pensions, insurance, leasing, brokerage and asset
management, safe deposit boxes, American Express checks, debit and
credit cards, Internet banking and other services in national and
foreign currencies.  As of December 31, 2008, the Bank operated
through 15 branches (13 wholly owned) located on the territory of
Kazakhstan, Russia, Kyrgyzstan, Mongolia, Kyrgyzstan, Georgia and
the Netherlands.

                          *     *     *

As reported in the Troubled Company Reporter-Europe on June 15,
2009, Standard & Poor's Ratings Services said that it lowered its
long-term counterparty credit rating on Halyk Savings Bank of
Kazakhstan, to 'B+' from 'BB-'.  S&P said the outlook is still
negative.  At the same time, S&P affirmed the short-term ratings
on Halyk at 'B'.


HOLODEY 5: Creditors Must File Claims by August 7
-------------------------------------------------
Creditors of LLP Holodey 5 have until August 7, 2009, to submit
proofs of claim to:

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

The courtcommenced bankruptcy proceedings against the company on
May 22, 2009.


HUMMER TR: Creditors Must File Claims by August 7
-------------------------------------------------
Creditors of LLP Hummer TR have until August 7, 2009, to submit
proofs of claim to:

         Micro District 4, 1-89
         Taldykorgan
         Almaty
         Kazakhstan

The Specialized Inter-Regional Economic Court of Almaty commenced
bankruptcy proceedings against the company on May 25, 2009.

The Court is located at:

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


KAZ MOBILE: Creditors Must File Claims by August 7
--------------------------------------------------
Creditors of LLP Kaz Mobile Trans have until August 7, 2009, to
submit proofs of claim to:

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

The court commenced bankruptcy proceedings against the company on
May 25, 2009.


KRASILOVKA LTD: Creditors Must File Claims by August 7
------------------------------------------------------
Creditors of LLP Krasilovka Ltd. have until August 7, 2009, to
submit proofs of claim to:

         The Specialized Inter-Regional Economic Court of Pavlodar
         Djambulskaya Str. 6
         Pavlodar
         Kazakhstan

The court commenced bankruptcy proceedings against the company on
May 8, 2009.


MRAMOR SAUDA: Creditors Must File Claims by August 7
----------------------------------------------------
Creditors of LLP Mramor Sauda have until August 7, 2009, to submit
proofs of claim to:

         Micro District 4, 1-89
         Taldykorgan
         Almaty
         Kazakhstan

The Specialized Inter-Regional Economic Court of Almaty commenced
bankruptcy proceedings against the company on May 25, 2009, after
finding it insolvent.

The Court is located at:

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


ONTISTIK POLIGRAFIYA: Creditors Must File Claims by August 7
------------------------------------------------------------
Creditors of LLP Trade House Ontistik Poligrafiya have until
August 7, 2009, to submit proofs of claim to:

         Ilyaev Str. 24
         Shymkent
         South Kazakhstan
         Kazakhstan

The Specialized Inter-Regional Economic Court of South Kazakhstan
commenced bankruptcy proceedings against the company on May 5,
2009, after finding it insolvent.

The Court is located at:

          The Specialized Inter-Regional
          Economic Court of South Kazakhstan
          Tynybaev Str. 42
          Shymkent
          South Kazakhstan
          Kazakhstan


PAMS PIPE: Creditors Must File Claims by August 7
-------------------------------------------------
Creditors of LLP Pams Pipe have until August 7, 2009, to submit
proofs of claim to:

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

The court commenced bankruptcy proceedings against the company on
May 22, 2009.


RUDNY MOLOKO: Creditors Must File Claims by August 7
----------------------------------------------------
Creditors of LLP Rudny Moloko have until August 7, 2009, to submit
proofs of claim to:

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

The court commenced bankruptcy proceedings against the company on
May 14, 2009.


TNS SERVICE: Creditors Must File Claims by August 7
---------------------------------------------------
Creditors of LLP TNS Service have until August 7, 2009, to submit
proofs of claim to:

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

The court commenced bankruptcy proceedings against the company on
May 25, 2009.


WINNCOM TECHNOLOGIES: Creditors Must File Claims by August 7
------------------------------------------------------------
LLP Winncom Technologies is currently undergoing liquidation.
Creditors have until August 7, 2009, to submit proofs of claim to:

         Kabanbai batyr Ave. 30a
         Room 603
         Astana
         Kazakhstan


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


CANDIDE FINANCING: S&P Affirms Rating on Class E Notes at 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
classes B, C, and D in Candide Financing 2005 B.V. and class B in
Candide Financing 2006 B.V.  At the same time, S&P removed classes
B and C in Candide 2005 and class B in Candide 2006 from
CreditWatch positive.  S&P also affirmed its ratings on the
remaining notes in these transactions.

These rating actions follow the deleveraging of the transactions
and increased pool credit quality in both cases.

Loans more than 60 days in arrears in S&P's Dutch RMBS
(residential mortgage-backed securities) index for Q1 2009 were
0.57%, with the 2005 vintage at 0.77% and the 2006 vintage at
0.69%.  Both transactions are performing in line with their
respective vintages, with 60+ day arrears of 0.87% for Candide
2005 and 0.64% for Candide 2006 over the same period.

In S&P's opinion, the pools' seasoning has increased the credit
quality, and the decrease of their loan-to-foreclosure value
(LTFV) ratios (stemming from a combination of house price
increases and mortgage repayments) has reduced losses for the
portfolios.  This is typical of many of the earlier-vintage Dutch
transactions that S&P rate.

S&P does not anticipate a continued rise in house prices in the
Dutch mortgage market, as data suggests that they may be starting
to fall.  Repayment rates (the rate at which transaction pays
down) were low in 2008.

                           Ratings List

       Ratings Raised And Removed From Creditwatch Positive

                    Candide Financing 2005 B.V.
        EUR1.5 Billion Mortgage-Backed Floating-Rate Notes

                               Rating
                               ------
             Class        To             From
             -----        --             ----
             B            AA+            AA/Watch Pos
             C            AA             A/Watch Pos

                   Candide Financing 2006 B.V.
       EUR2.016 Billion Mortgage-Backed Floating-Rate Notes

                               Rating
                               ------
             Class        To             From
             -----        --             ----
             B            AA+            AA/Watch Pos

                           Rating Raised

                    Candide Financing 2005 B.V.
        EUR1.5 Billion Mortgage-Backed Floating-Rate Notes

                            Rating
                               ------
             Class        To             From
             -----        --             ----
             D            BBB+           BBB

                         Ratings Affirmed

                    Candide Financing 2005 B.V.
       EUR1.5 Billion Mortgage-Backed Floating-Rate Notes

                       Class         Rating
                       -----         ------
                       A             AAA
                       E             BB+

                    Candide Financing 2006 B.V.
       EUR2.016 Billion Mortgage-Backed Floating-Rate Notes

                       Class         Rating
                       -----         ------
                       A1            AAA
                       A2            AAA
                       A3            AAA
                       C             A+
                       D             BBB

                              ------
         Class            To                        From
         -----            --                        ----
         IV-A             BB-/Watch Neg             BB-
         IV-B             BB-/Watch Neg             BB-


CLARE ISLAND: S&P Puts 'BB-'-Rated Notes on Watch Negative
----------------------------------------------------------
Standard & Poor's Rating Services placed on CreditWatch negative
its credit ratings on 20 tranches issued in seven European cash
flow collateralized debt obligation transactions.  The ratings on
all other tranches issued in these CDOs are unaffected.

This follows S&P's preliminary review of how recent deterioration
in collateral has affected cash flow CDOs.

These rating actions reflect S&P's assessment of the deterioration
in the credit quality of the underlying portfolios in these
transactions.  Generally, S&P has observed an increase in the
share of assets rated below 'B-', as well as assets S&P treat as
nonperforming in S&P's analysis (those rated 'CC', 'SD', and 'D').
A number of transactions have also reported breaches of their
overcollateralization tests.

In S&P's opinion, these factors increase the risk that cash flows
may be insufficient to fully repay all rated classes, putting
downward pressure on the ratings.  In determining whether to place
a CDO tranche rating on CreditWatch negative, S&P consider a
number of factors, including but not limited to:

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

* S&P's rated overcollateralization metric, which provides an
  estimate of rating stability for cash flow CDO tranches based on
  output from S&P's CDO Evaluator model and a simplified cash flow
  analysis;

* Trends in performance results across similar transactions; and

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

S&P will monitor the transactions' performance and perform further
cash flow analyses before resolving these CreditWatch placements
in due course.

                           Ratings List

              Ratings Placed on Creditwatch Negative

                         Clare Island B.V.
    EUR446.20 Million Senior, Mezzanine, and Subordinated Notes

                                   Rating
                                   ------
         Class            To                        From
         -----            --                        ----
         IV-A             BB-/Watch Neg             BB-
         IV-B             BB-/Watch Neg             BB-

                      Euro Atlantis CLO Ltd.

                  EUR199.1 Million Floating-Rate
              And EUR42.4 Million Subordinated Notes

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

                      F.A.B. CBO 2002-1 B.V.
        EUR309.5 Million Asset-Backed Floating-Rate Notes

                                   Rating
                                   ------
         Class            To                        From
         -----            --                        ----
         A-2              AA/Watch Neg              AA
         B                BBB/Watch Neg             BBB

                           Fugu CLO B.V.
        EUR262 Million Senior Secured Floating-Rate Notes
              and EUR162.5 Million Subordinated Notes

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

       Halcyon Structured Asset Management CLO 2008-II B.V.
               EUR405.5 Million Floating-Rate Notes
              and EUR38.5 Million Subordinated Notes

                                   Rating
                                   ------
         Class            To                        From
         -----            --                        ----
         A2               AAA/Watch Neg             AAA
         B                A+/Watch Neg              A+
         C1               A-/Watch Neg              A-
         C2               BBB+/Watch Neg            BBB+
         D                BB/Watch Neg              BB
         E                CCC+/Watch Neg            CCC+

                       Partholon CDO I PLC
           EUR409.425 Million Fixed-Rate, Floating-Rate,
                      and Zero-Coupon Notes

                                   Rating
                                   ------
         Class            To                        From
         -----            --                        ----
         B-1              AA-/Watch Neg             AA-
         B-2              AA-/Watch Neg             AA-
         B-3              AA-/Watch Neg             AA-
         R Combo          AA-/Watch Neg             AA-

                       STARTS (Cayman) Ltd.
              US$126 Million Secured Limited-Recourse
                  Deferrable Floating-Rate Notes
          and US$14 Million Secured Limited-Recourse Notes
                  Series CDO2-2008 (Crystalline)

                                   Rating
                                   ------
         Class            To                        From
         -----            --                        ----
         B                AA/Watch Neg              AA
         C                BBB/Watch Neg             BBB
         D                BB/Watch Neg              BB


HALCYON STRUCTURED: S&P Puts 'CCC+'-Rated Cl. E Notes on Watch Neg
------------------------------------------------------------------
Standard & Poor's Rating Services placed on CreditWatch negative
its credit ratings on 20 tranches issued in seven European cash
flow collateralized debt obligation transactions.  The ratings on
all other tranches issued in these CDOs are unaffected.

This follows S&P's preliminary review of how recent deterioration
in collateral has affected cash flow CDOs.

These rating actions reflect S&P's assessment of the deterioration
in the credit quality of the underlying portfolios in these
transactions.  Generally, S&P has observed an increase in the
share of assets rated below 'B-', as well as assets S&P treat as
nonperforming in S&P's analysis (those rated 'CC', 'SD', and 'D').
A number of transactions have also reported breaches of their
overcollateralization tests.

In S&P's opinion, these factors increase the risk that cash flows
may be insufficient to fully repay all rated classes, putting
downward pressure on the ratings.  In determining whether to place
a CDO tranche rating on CreditWatch negative, S&P consider a
number of factors, including but not limited to:

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

* S&P's rated overcollateralization metric, which provides an
  estimate of rating stability for cash flow CDO tranches based on
  output from S&P's CDO Evaluator model and a simplified cash flow
  analysis;

* Trends in performance results across similar transactions; and

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

S&P will monitor the transactions' performance and perform further
cash flow analyses before resolving these CreditWatch placements
in due course.

                           Ratings List

              Ratings Placed on Creditwatch Negative

                         Clare Island B.V.
    EUR446.20 Million Senior, Mezzanine, and Subordinated Notes

                                   Rating
                                   ------
         Class            To                        From
         -----            --                        ----
         IV-A             BB-/Watch Neg             BB-
         IV-B             BB-/Watch Neg             BB-

                      Euro Atlantis CLO Ltd.

                  EUR199.1 Million Floating-Rate
              And EUR42.4 Million Subordinated Notes

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

                      F.A.B. CBO 2002-1 B.V.
        EUR309.5 Million Asset-Backed Floating-Rate Notes

                                   Rating
                                   ------
         Class            To                        From
         -----            --                        ----
         A-2              AA/Watch Neg              AA
         B                BBB/Watch Neg             BBB

                           Fugu CLO B.V.
        EUR262 Million Senior Secured Floating-Rate Notes
              and EUR162.5 Million Subordinated Notes

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

       Halcyon Structured Asset Management CLO 2008-II B.V.
               EUR405.5 Million Floating-Rate Notes
              and EUR38.5 Million Subordinated Notes

                                   Rating
                                   ------
         Class            To                        From
         -----            --                        ----
         A2               AAA/Watch Neg             AAA
         B                A+/Watch Neg              A+
         C1               A-/Watch Neg              A-
         C2               BBB+/Watch Neg            BBB+
         D                BB/Watch Neg              BB
         E                CCC+/Watch Neg            CCC+

                       Partholon CDO I PLC
           EUR409.425 Million Fixed-Rate, Floating-Rate,
                      and Zero-Coupon Notes

                                   Rating
                                   ------
         Class            To                        From
         -----            --                        ----
         B-1              AA-/Watch Neg             AA-
         B-2              AA-/Watch Neg             AA-
         B-3              AA-/Watch Neg             AA-
         R Combo          AA-/Watch Neg             AA-

                       STARTS (Cayman) Ltd.
              US$126 Million Secured Limited-Recourse
                  Deferrable Floating-Rate Notes
          and US$14 Million Secured Limited-Recourse Notes
                  Series CDO2-2008 (Crystalline)

                                   Rating
                                   ------
         Class            To                        From
         -----            --                        ----
         B                AA/Watch Neg              AA
         C                BBB/Watch Neg             BBB
         D                BB/Watch Neg              BB


LYONDELL CHEMICAL: Sees September 30 Shutdown of Chocolate Bayou
----------------------------------------------------------------
To recall, Lyondell Chemical Co. and its affiliates filed with the
Bankruptcy Court their motion to (i) shut down and demolish their
polymers production facility known as Chocolate Bayou polymers
plant in Brazoria County, Texas; and (ii) reduce the workforce at
the Facility, effective July 31, 2009.  The Debtors note that
since their filing of the Motion to Shut Down, they have re-
evaluated the amount of time necessary to transition customers to
Clinton, Iowa; and Matagorda, Texas sites in a safe and orderly
manner.

By this amended motion, the Debtors seek the Court's authority to
(i) shut down the Facility, and to subsequently demolish the
Facility; and (ii) eliminate 50 jobs at the Facility on or after
September 30, 2009.

Although the Debtors intend to demolish the Facility, they
continue to explore ways to maximize the value of the Facility
for their estates.  If they obtain a viable offer from a third
party for the purchase of the Facility prior to the Court
approval of their Amended Motion, the Debtors may not demolish
the Facility.

Judge Gerber will consider the Debtors' Amended Motion on
August 11, 2009.  Objections are due August 7.

                      About Lyondell Chemical

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

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

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

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

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

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


PUMA CLO: Moody's Cuts Rating on Class E Notes to 'B1'
------------------------------------------------------
Moody's Investors Service has downgraded its ratings of four
classes of notes issued by Puma CLO I B.V.

This transaction is a managed cash leveraged loan collateralized
loan obligation with exposure to predominantly European senior
secured loans, as well as some senior unsecured loan exposure.

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

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

According to Moody's, the rating actions taken on the notes are a
result of a slight credit deterioration of the underlying
portfolio.  Moody's also performed a sensitivity analysis,
including amongst others, a further decline in portfolio WARF
quality.

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

Moody's initially analyzed and continues to monitor this
transaction using primarily the methodology and its supplements
for cash flow CLOs as described in Moody's Special Reports and
press releases below:

The rating actions are:

Puma CLO I B.V.:

(1) Class B Secured Deferrable Floating Rate Notes due 2024,
    Downgraded to A1; previously on 4 March 2009 Aa2 Placed Under
    Review for Possible Downgrade

(2) Class C Secured Deferrable Floating Rate Notes due 2024,
    Downgraded to Baa1; previously on 4 March 2009 A2 Placed Under
    Review for Possible Downgrade

(3) Class D Secured Deferrable Floating Rate Notes due 2024,
    Downgraded to Ba1; previously on 4 March 2009 Baa3 Placed
    Under Review for Possible Downgrade

(4) Class E Secured Deferrable Floating Rate Notes due 2024,
    Downgraded to B1; previously on 4 March 2009 Ba3 Placed Under
    Review for Possible Downgrade


===============
P O R T U G A L
===============


BANCO POPULAR: Fitch Assigns 'D' Individual Rating
--------------------------------------------------
Fitch Ratings has assigned Banco Popular Portugal a Long-term
Issuer Default Rating of 'AA-', a Short-term IDR of 'F1+', an
Individual Rating of 'D' and a Support Rating of '1'.  The Outlook
on the Long-term IDR is Negative.

The Long and Short-term IDRs of Popular Portugal are in line with
those of its parent, Banco Popular Espanol (rated 'AA-'/Outlook
Negative), reflecting the bank's strategic importance to and
increasing integration with Popular.  The Negative Outlook mirrors
that on the parent Popular.  The Support Rating reflects Fitch's
belief that there is an extremely high probability that Popular
Portugal would be supported by its parent if required.  The
Individual Rating reflects healthy pre-impairment profitability
and improved capital levels.  It also factors in significant
concentration in the real estate/construction sectors, rapid asset
quality deterioration, and high, albeit declining, dependence on
funding from its parent.

Any change in Popular Portugal's IDRs could arise from a change in
Popular's ratings, if the parent were to reduce its stake in
Popular Portugal or if the subsidiary becomes less integrated in
the group, which Fitch believes is unlikely.  Downside risk to its
Individual Rating would arise if asset quality and profitability
deteriorate more than expected and if the bank does not diversify
its funding structure.

Since 2003 when it became fully owned by the Popular group, the
bank has gradually re-focused its former real estate business
banking model toward SMEs and individuals, in line with the
group's strategy.  However, concentration in the real estate and
construction sectors is significant at 40% of total lending at
end-2008, although risk is mitigated by considerable amounts of
collateral and the fact that Portugal has not experienced a
housing market boom and is therefore less likely to experience a
sharp decline in property values.  Nevertheless, asset quality
deteriorated sharply at end-2008, mainly reflecting higher
impaired loans from the real estate sector, and the impaired/gross
loans ratio was 5% at that date.

Popular Portugal's operating profitability was negatively affected
in 2008 by loan impairment charges linked to rising impaired
loans.  However, this was partly compensated at the bottom line by
large capital gains from the sale of part of its stake in the life
insurance company, Eurovida, to its parent.  Its cost/income ratio
remained healthy at 56% in 2008.  Capital levels strengthened
after a EUR200 million capital increase at end-2008 (mainly
through conversion of an existing subordinated debt issue).  The
tier 1 capital ratio stood at 9.5% at end-2008.

Popular Portugal is a wholly-owned subsidiary of Popular, the
fifth-largest banking group in Spain.

In Fitch's rating criteria, a bank's standalone risk is reflected
in Fitch's Individual ratings and the prospect of external support
is reflected in Fitch's Support ratings.  Collectively these
ratings drive Fitch's Long- and Short-term IDRs.


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


BALTIYSKIY BANK: Moody's Downgrades Deposit Ratings to 'B3'
-----------------------------------------------------------
Moody's Investors Service has downgraded Baltiyskiy Bank's local
and foreign currency deposit ratings to B3 from B2.  The bank's
national scale rating was downgraded to Baa3.ru from Baa1.ru.
Baltiyskiy Bank's E+ bank financial strength rating remains
unchanged.  However, Moody's now maps the BFSR to a Baseline
Credit Assessment of B3, one notch lower than previously.  The
outlook on all ratings has been changed to negative from stable.

Moody's decision to lower Baltiyskiy Bank's BCA and downgrade its
deposit ratings to B3 from B2 reflects the bank's large losses of
USD51 million for 2008, and its weak economic capitalization.
Baltiyskiy Bank's losses mainly result from its low recurring
profitability due to high operating costs to maintain the bank's
large branch network.  As of year-end 2008 Baltiyskiy Bank's cost-
to-income ratio was 94%.

As of end-May 2009 retail loans represented 48% of Baltiyskiy
Bank's loan book, the rest are corporate and SME loans.  Based on
the bank's 2008 IFRS financial statements, the share of real
estate and construction loans in the gross loans was 20%.  Moody's
believes that the exposures to the construction/ real estate and
consumer loans are vulnerable to increasing loan losses, requiring
higher provisions.  Consequently, low earnings and higher
provisions would exert further negative pressure on the bank's
bottom-line profitability in the near term.

As Baltiyskiy Bank's internal capital generation through profits
is negative, it has to rely on its shareholders for capital
injections.  In Q4-2008 Baltiyskiy Bank's shareholders awarded the
bank free shares of a real estate fund under their control.  The
RUB5.9 billion (about USD200 million) transaction, which was
booked as a capital increase, amounted to 62% of the bank's YE2008
capital under IFRS.  The rating agency notes that the quality of
the bank's capital is also compromised by the large share of fixed
assets and investment property on the bank's balance sheet, which
further reduces the bank's "free capital".

The negative outlook on Baltiyskiy Bank's ratings reflects the
ongoing weakening of the bank's profitability and its impact on
the capitalization.  Substantial reduction of bank's economic
capitalization in the short term, due to possible losses or assets
revaluations, may result in a further rating downgrade.  Any
considerable deterioration of Baltiyskiy Bank's liquidity position
may also weigh negatively on its ratings.

Moody's previous rating action on Baltiyskiy Bank was on
21 September 2006, when the bank's local and foreign currency
deposit ratings were downgraded to B2 from B1.

Headquartered in Moscow, Russian Federation, Baltiyskiy Bank is a
medium-sized bank with its main operations in St. Petersburg and
North-Western part of Russia.  The bank is controlled by two
individuals, one of whom is the bank's CEO.  At YE2008 --
according to the bank's IFRS financial statements -- total assets
amounted to USD1.8 billion, equity US$322 million and the bank
reported a net loss of US$51 million.


CONSTRUCTION MANAGEMENT: Creditors Must File Claims by August 10
----------------------------------------------------------------
Creditors of LLC Construction Management 135 (TIN 3525190131) have
until August 10, 2009, to submit proofs of claims to:

         L. Khreev
         Temporary Insolvency Manager
         Gogolya Str. 102-1
         160014 Vologda
         Russia

The Arbitration Court of Vologodskaya will convene at 10:00 a.m.
on November 11, 2009, to hear bankruptcy supervision procedure on
the company.  The case is docketed under Case No. ?13–6265/2009.

The Debtor can be reached at:

         LLC Construction Management 135
         Sovetskiy Prospect 135A
         Vologda
         Russia


EL-STROY LLC: Creditors Must File Claims by August 10
-----------------------------------------------------
Creditors of LLC El-Stroy (TIN 5503095939, PSRN 1065503000177)
(Construction) have until August 10, 2009, to submit proofs of
claims to:

         O. Kratko
         Temporary Insolvency Manager
         Office 404
         M. Zhukova Str. 74/1
         644122 Omsk
         Russia

The Arbitration Court of Omskaya will convene at 10:50 a.m. on
October 13, 2009, to hear bankruptcy supervision procedure on the
company.  The case is docketed under Case No. ?46–11321/2009.

The Debtor can be reached at:

         LLC El-Stroy
         2-ya Solnechnaya Str. 46
         644073 Omsk
         Russia


ENERGO-SERVIS LLC: Creditors Must File Claims by August 10
----------------------------------------------------------
Creditors of LLC Energo-Servis-Stroy (TIN 2263020850, PSRN
1022202406467, RVC 223601001)(Construction)have until August 10,
2009, to submit proofs of claims to:

         V. Yakovlev
         Temporary Insolvency Manager
         Post User Box 102
         656056 Barnaul-56
         Russia

The Arbitration Court of Altayskiy will convene at 3:30 p.m. on
November 11, 2009, to hear bankruptcy supervision procedure.  The
case is docketed under Case No. ?03–5814/2009.

The Debtor can be reached at:

         LLC Energo-Servis-Stroy
         Promplashchadka Str. 45
         Novoaltaysk
         Altayskiy
         Russia


GORIZONT LLC: Creditors Must File Claims by August 10
-----------------------------------------------------

Creditors of LLC Gorizont (TIN 6148008549, PSRN 1026102157993)
(Mechanical Plant) have until August 10, 2009, to submit proofs of
claims to:

         M. Bendikov
         Temporary Insolvency Manager
         Office 45
         Building B-2
         Stanislavskogo/Bratskiy Str. 8a 10/11
         Rostov-on-Don
         Russia

The Arbitration Court of Rostovskaya will convene at 4:00 p.m. on
October 22, 2009, to hear bankruptcy supervision procedure on the
company.  The case is docketed under Case No. ?53–8201/2009.

The Debtor can be reached at:

         LLC Gorizont
         Zavodskaya Str. 1
         Krasnyy Sulin
         Rostovskaya
         Russia


KARGINSKIY LES: Creditors Must File Claims by August 10
-------------------------------------------------------
Creditors of LLC Karginskiy Les-Prom-Khoz (TIN 2447006542, PSRN
1032401110169) (Forestry) have until August 10, 2009, to submit
proofs of claims to:

         A. Pavlyuk
         Temporary Insolvency Manager
         Office 409
         Building 3
         Aviatorov Str. 19
         660077 Krasnoyarsk
         Russia

The Arbitration Court of Krasnoyarskiy will convene at 9:00 a.m.
on October 6, 2009, to hear bankruptcy supervision procedure on
the company.  The case is docketed under Case No. ?33–5674/2009.


KUZBAS-STROY LLC: Creditors Must File Claims by August 10
---------------------------------------------------------
Creditors of LLC Kuzbas-Stroy (TIN 4212427151, ???? 1054212001392)
(Construction) have until August 10, 2009, to submit proofs of
claims to:

         N. Smolyakova
         Temporary Insolvency Manager
         Prospect Kirova 165
         Leninsk-Kuznetskiy
         652523 Kemerovskaya
         Russia

The Arbitration Court of Kemerovskaya will convene at 11:00 a.m.
on November 23, 2009, to hear bankruptcy supervision procedure on
the company.  The case is docketed under Case No. ?27–7919/2009.

The Debtor can be reached at:

         LLC Kuzbas-Stroy
         Prospect Kirova 165
         Leninsk-Kuznetskiy
         652523 Kemerovskaya
         Russia


MECHEL OAO: Posts US$144 Mln Net Profit in Second Quarter 2009
--------------------------------------------------------------
RIA Novosti reports that Mechel OAO posted net profit --
calculated to Russian Accounting Standards -- for the second
quarter of the year of RUR4.5 billion (US$144 million), compared
with net losses of RUR5.6 billion (US$179.5 million) in the first
quarter.

According to RIA Novosti, the company said the rise in profits for
April-June was due to the revaluation of corporate investments, a
correction in the market prices of financial investments and
exchange rate differences following a revaluation of assets.

                          Refinancing Deal

The Troubled Company Reporter-Europe reported on July 23, 2009,
that Mechel signed a deal to refinance its short-term credit
facilities totaling US$2.6 billion raised to purchase assets in
Yakutia and Oriel Resources Ltd.  As was announced earlier,
negotiations with syndicates of banks that provided Mechel with
credit facilities for acquisition of Yakutugol Holding Company OAO
and Elgaugol OAO in October, 2007 and Oriel Resources Ltd. (Great
Britain) in April, 2008, resulted in signing the agreement on
refinancing of these facilities in the period of up to 3.5 year on
July 10, 2009.  On July 17, 2009, Mechel signed all its
refinancing operations documentation.  Currently the bridge loan
which was taken for Oriel Resources acquisition is fully repaid.
A total of 27 banks were participants of the deal.  Mechel's legal
adviser on the deal was Gide Loyrette Nouel company.

On July 14, 2009, the Troubled Company Reporter-Europe, citing Dow
Jones, reported Mechel in June said it wouldn't be able to survive
unless its creditors agreed to restructure its loans.

Mechel OAO (Mechel Steel Group OAO) (NYSE:MTL) --
http://www.mechel.com/-- is a Russia-based vertically integrated
mining and metals company.  The Company's business comprises two
segments, mining and steel.  The mining segment includes the
production and sale of coal, iron ore and nickel, while the steel
business covers the production and sale of semi-finished steel
products, carbon and stainless flat products as well as value
added downstream metal products, such as hardware, stampings and
forgings.  In addition, Mechel OAO owns and operates two trade
ports, a railway and an energy company.  It has production
facilities located in Russia, Romania and Lithuania.  The Company
has 22 subsidiaries, of which 12 are wholly owned.  Numerous
representative offices located worldwide, allow the Company to
offer its products on both domestic and
international markets.


NEW BATAYSK: Creditors Must File Claims by August 10
----------------------------------------------------
Creditors of LLC New Bataysk Brick Plant have until August 10,
2009, to submit proofs of claims to:

         N. Isaeva
         Temporary Insolvency Manager
         Office 501
         Kayani Str. 18
         344019 Rostov-on-Don
         Russia

The Arbitration Court of Rostovskaya will convene at 4:00 p.m. on
October 26, 2009, to hear bankruptcy supervision procedure on the
company.  The case is docketed under Case No. ?53–9958/2009.

The Debtor can be reached at:

         LLC New Bataysk Brick Plant
         1-i Pyatiletki Str. 2a
         346880 Bataysk
         Rostovskaya
         Russia


PIK GROUP: Leasing Force Files Bankruptcy Suit Against Unit
-----------------------------------------------------------
Yuliya Komleva at Reuters reports that Leasing Force has filed a
bankruptcy lawsuit against OOO PIK Development, a unit of Russian
resident developer PIK Group in the Moscow Arbitration Court.

A PIK spokeswoman declined to comment, saying the company had not
fully examined the court filing.

                            PIK Debts

According to Reuters, several creditors have sued PIK for overdue
debts, including state bank VTB for RUR2.7 billion (US$86.68
million), holding company Sistema, the former owner of PIK peer
Sistema Hals, for RUR950 million, and a unit of Renaissance
Capital investment bank for RUR443.6 billion.  Reuters relates
analysts have said PIK's largest creditor, top Russian lender
Sberbank, which is owed RUR10.7 billion, may restructure the bulk
of the debt into a single facility.

                      About OJSC PIK Group

OJSC PIK Group -- http://www.pik.ru/-- is a residential
nationwide developer in Russia, focusing on mass market
communities.  Its business activities are concentrated in Moscow
and the Moscow region with a footprint in many of Russia's other
regions.  Its principal activity is the development, construction
and sale of residential properties in large scale developments
targeted primarily at the middle income housing market in Russia.
The Company's core activities include development of residential
real estate projects and sales of completed units, including
service and maintenance of residential real estate developed by
the Company and by other developers; production and assembly of
concrete panel housing in Moscow and the Moscow region, and
production and sales of raw materials and construction materials.
As of January 1, 2008, 96% of the Company's property portfolio was
represented by residential areas and 40% of the portfolio's total
area consisted of properties in the course of development.


PROM-LES LLC: Creditors Must File Claims by August 10
-----------------------------------------------------
Creditors of LLC Prom-Les-Stroy (TIN 5914020256, PSRN
1055905053710) (Lumbering Industry) have until August 10, 2009, to
submit proofs of claims to:

         A. Sergeev
         Temporary Insolvency Manager
         Post User Box 1686
         Berezniki
         618400 Permskiy
         Russia

The Arbitration Court of Permskiy will convene at 11:20 a.m. on
September 25, 2009, to hear bankruptcy supervision procedure on
the company.  The case is docketed under Case No. ?50–9759/2009.

The Debtor can be reached at:

         LLC Prom-Les-Stroy
         Pobedy Str. 29-58
         Dobryanka
         Pionerskaya Baza
         618740 Permskiy
         Russia


SEVERSTAL OAO: Posts US$213.8 Bln Net Profit in 2nd Qtr. 2009
-------------------------------------------------------------
RIA Novosti reports that Severstal OAO a net profit of RUR6.7
billion (US$213.8 million), calculated to Russian Accounting
Standards, in the second quarter of the year compared with a net
loss of RUR10.2 billion (US$325 million) in the first quarter.

RIA Novosti relates the company said steel production was up 0.4%
quarter-on-quarter to 3.8 million tons in the reporting period.

Headquartered in Cherepovets, Russia, Severstal OAO, through its
subsidiaries -- http://www.severstal.com/-- operates in seven
segments.  The mining segment comprises iron ore and coal mining
complexes and gold mining assets.  The Russian Steel segment
comprises the Company's steel production and automotive
galvanizing facilities.  The Lucchini segment comprises plants and
service centers, including Piombino and Ascometal business units.
The North America segment consists of two integrated iron and
steel mills.  Izhora Pipe Mill operates a large-diameter pipe mill
in Northwest Russia.  The Metalware segment comprises plants
containing wire drawing equipment that takes long products from
the Russian Steel and Lucchini segments and external suppliers and
turns them into products with a higher value for the Russian and
International markets.  The Financing segment, until November
2007, operated a retail bank. In December 2008, the Company
acquired ZAO Trade House Severstal – Invest.  In January 2008, it
acquired baracom Limited.

                           *     *     *

As reported in the Troubled Company Reporter-Europe on July 23,
2009, Fitch Ratings downgraded Russia-based metals and mining
company OAO Severstal's Long-term Issuer Default Rating and senior
unsecured rating to 'B+' from 'BB-'.  At the same time, the agency
downgraded the company's National Long-term rating to 'A(rus)'
from 'A+(rus)'.  Fitch said the ratings remain on Rating Watch
Negative.  The Short-term IDR is affirmed at 'B'.  The Recovery
Rating for the senior unsecured debt is 'RR4'.

On July 21, 2009, the Troubled Company Reporter-Europe reported
that Standard & Poor's Ratings Services said that it lowered to
'BB-' from 'BB' its long-term corporate credit and senior
unsecured debt ratings on Russia-based steel producer OAO
Severstal.  At the same time, the Russia national scale rating on
Severstal was lowered to 'ruAA-' from 'ruAA'.  S&P has removed all
the ratings from CreditWatch, where they were placed with negative
implications on May 27, 2009.  S&P said the outlook is negative.


SISTEMA JSFC: S&P Keeps 'BB' Rating on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services kept its ratings on operating
holding company Sistema (JSFC) and its subsidiaries on CreditWatch
with negative implications, where they were placed on April 1,
2009.  The recovery ratings remain unchanged.

Although Sistema successfully completed the acquisition of Bashkir
Oil and Energy Group for Russian ruble (RUR) 66 billion
(US$2.1 billion), a number of uncertainties that could impact the
ratings remain.  Most notable are the funding structure Sistema
would eventually implement and the group's financial policy for
the medium term.

"Our main concerns relate to Sistema's stand-alone leverage, with
its possible negative implications for covenant compliance and
financial policy," said Standard & Poor's credit analyst Alexander
Griaznov.

Although S&P believes that Sistema's consolidated leverage will
not meaningfully increase due to the acquisition, S&P is concerned
about the potential effect on the parent company's leverage.  To
finance the transaction, Sistema raised a US$2 billion loan from
JSC VTB Bank (BBB/Negative/A-3; Russia national scale 'ruAAA') and
will have to raise additional debt to make a buyout offer to the
minority shareholders.

According to S&P's estimate, Sistema's debt at the holding level
will increase to more than US$4 billion after the completion of
the minority buyout, compared with incoming dividends estimated at
less than US$1 billion in 2009.  Moreover, given the projected
reduction in dividend flow to Sistema in 2010 from its largest
subsidiary MTS, S&P would expect a ratio of debt to dividends
far above 4x, which S&P consider to be weak for the current
ratings.  In addition, in S&P's view, the increase in Sistema's
debt leverage could be consistent with the company's previously
announced financial policy.  S&P also understand that it could
potentially lead to a breach of covenants under some of Sistema's
debt obligations.

It is S&P's understanding that Sistema will try to push the debt
linked to this acquisition down to its new oil subsidiaries,
therefore reducing the leverage pressure on the holding company.
However, in the current environment, S&P believes that midsize oil
companies' ability to raise long-term debt in the capital markets
may prove challenging.  Still, if this financial transaction is
fully realized, it is likely that S&P could affirm the ratings at
'BB'.

"The ratings will remain on CreditWatch until S&P has
clarification on Sistema's post-transaction capital structure and
financial policy," said Mr. Griaznov.

S&P will focus on deleveraging plans for the short term,
management's targeted leverage, and its dividend policy.  The
group's progress in implementing a sustainable, long-term capital
structure across its largest operating subsidiaries will be a
critical consideration.  S&P also need to obtain additional
information on Sistema's new debt facility and refinancing plans,
which are important factors for S&P's assessment of the company's
recovery ratings.

S&P expects to resolve the CreditWatch within the next three
months, following S&P's meeting with the company's management and
analysis of the documentation related to the transaction.


SKIT-STROY LLC: Creditors Must File Claims by August 10
-------------------------------------------------------
Creditors of LLC Skit-Stroy (TIN 7017043020, PSRN 1027000896031)
(Construction) have until August 10, 2009, to submit proofs of
claims to:

         A. Perminov
         Insolvency Manager
         2-ya Statsionarnaya Str. 30
         630041 Novosibirsk
         Russia

The Arbitration Court of Tomskaya commenced bankruptcy proceedings
against the company after finding it insolvent.  The case is
docketed under Case No. ?67–4761/07.

The Debtor can be reached at:

         LLC Skit-Stroy
         Building 10
         Mokrushina Str.9
         634045 5Tomsk
         Russia


=============================
S L O V A K   R E P U B L I C
=============================


SKYEUROPE HOLDING: New Investor to Inject EUR16.5 Mln of Equity
---------------------------------------------------------------
Monsters and Critics reports that SkyEurope Holding AG said Friday
in Vienna that it has found a new investor.

According to the report, Focus Equity BV, based in Amsterdam, has
agreed to inject EUR16.5 million (US$23.2 million) into the
insolvent budget carrier.  Focus, the report says, will conclude
the deal only on several conditions, including the successful
restructuring of the Slovakia-based airline, whose holding company
is seated in Austria.  Terms of the investment were not disclosed.

The report relates SkyEurope, which had a net loss of EUR15.1
million in the last business quarter ending June, also said it had
concluded a EUR5-million bridge-loan agreement with British
company Chain Box Technology Ltd.

On June 24, 2009, the Troubled Company Reporter-Europe, citing The
Financial Times, reported that SkyEurope said it had been granted
protection from its creditors by the district court in Bratislava.
The FT disclosed the low cost airline was forced to seek court-
administered protection from its creditors following several years
of heavy losses.

Headquartered in Bratislava, Slovakia, SkyEurope Holding AG --
http://www.skyeurope.com/-- is a low-cost passenger airline with
bases in the Czech Republic, Austria and Slovakia.  It offers a
route network of 38 destinations in 18 countries from its bases in
Prague, Vienna and Bratislava.  The Company's fleet consists of 14
Boeing 737-700NG aircrafts. SkyEurope Holding AG operates through
subsidiaries and affiliated companies: SkyEurope Airlines, a.s.,
SkyEurope Asset Management (Ireland), SkyEurope Asset Management
Hungary Kft., SkyEurope Airlines Hungary Kft, SkyEurope Airlines
A.S., Spolka Akcyjna, Oddzial w Polsce, SkyEurope Airlines, a.s. -
organizacni slozka and GroundEurope Kft.


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


AFIRMA GRUPO: Inks Debt Refinancing Deal with Creditor Banks
------------------------------------------------------------
Judy MacInnes at Reuters reports that Afirma Grupo Inmobiliario,
S.A. said on Monday it had signed a debt refinancing deal with its
creditor banks.

According to Reuters, the agreement with the banks involves
extending the due date on the company's syndicated loan to
Dec. 2015, as well as delaying the start of repayment on the loan
until Dec. 2012.  Reuters relates Afirma said the deal with
creditors also includes the refinancing of almost all the
company's outstanding bilateral loans "on equivalent terms to that
of the syndicated loan".

Reuters says a new credit line has also been set up for the
company to meet its liquidity requirements between 2009 and 2011.

Afirma Grupo Inmobiliario, S.A., is a real estate company based in
Spain.


BANKINTER 2: S&P Puts 'BB'-Rated Class D Notes on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
its credit ratings on the class C and D notes issued in Bankinter
2 PYME, Fondo de Titulizacion de Activos and Bankinter 3 FTPYME,
Fondo de Titulizacion de Activos.  All the other classes in these
two transactions remain unaffected.

The CreditWatch placements follow S&P's preliminary review of the
most recent information on the deals' performance.  S&P's initial
analysis has highlighted that the probability of negative rating
actions for these classes has increased.

The current level of 90+ day delinquent loans has increased
substantially in the last few months.  In June 2009, 90+ day
delinquencies in Bankinter 2 PYME and Bankinter 3FTPYME increased
to 2.71% and 2.22%, respectively, from 1.13% and 0.95% in December
2008. This is in line with the performance registered by other
Spanish SME deals that S&P rate.  In S&P's opinion, the Spanish
economic downturn may further affect the pools performance leading
to a rapid roll over of delinquent loans into defaulted loans.
Given the early amortization mechanism of defaulted assets of
Spanish transactions, this could result in cash reserve
withdrawals, which will ultimately reduce the credit support
available for junior tranches.

Cumulative gross defaults as a percentage of the initial
collateral balance remain low, at 0.08% for Bankinter 2 PYME and
0.11% for Bankinter 3 FTPYME.  The cash reserves in both
transactions are at their required levels (EUR14.6 million in
Bankinter 2 and EUR17.4 million in Bankinter 3).  Defaults, in
both transactions, are defined as loans in arrears for more than
18 months.  In S&P's opinion, this is currently delaying liquidity
stresses generated by the early amortization of defaulted loans.

The collateral pools for Bankinter 2 PYME and Bankinter 3 FTPYME
show high concentrations in a specific industry and region.  The
real estate and construction sectors represent 50.09% (Bankinter 2
PYME) and 43.68% (Bankinter 3 FTPYME).  At the same time, loans
granted in the Madrid region account for 30.08% in Bankinter 2
PYME and 28.52% in Bankinter 3 FTPYME.

S&P will now conduct a credit and cash flow analysis of both deals
by assessing the effect of the current Spanish economic outlook
and any features of the collateral pools that have a bearing on
S&P's default rate assumptions.  This will allow S&P to ascertain
whether credit enhancement levels for the classes on CreditWatch
are sufficient to support the current ratings.

                            Ratings List


              Ratings Placed on Creditwatch Negative

        Bankinter 2 Pyme, Fondo de Titulizacion de Activos
          EUR800 Million Floating-Rate Asset-Backed Notes

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

       Bankinter 3 FTPyme, Fondo de Titulizacion de Activos
          EUR600 Million Asset-Backed Floating-Rate Notes

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


BANKINTER 3: S&P Puts 'BB-'-Rated Class D Notes on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch negative
its credit ratings on the class C and D notes issued in Bankinter
2 PYME, Fondo de Titulizacion de Activos and Bankinter 3 FTPYME,
Fondo de Titulizacion de Activos.  All the other classes in these
two transactions remain unaffected.

The CreditWatch placements follow S&P's preliminary review of the
most recent information on the deals' performance.  S&P's initial
analysis has highlighted that the probability of negative rating
actions for these classes has increased.

The current level of 90+ day delinquent loans has increased
substantially in the last few months.  In June 2009, 90+ day
delinquencies in Bankinter 2 PYME and Bankinter 3FTPYME increased
to 2.71% and 2.22%, respectively, from 1.13% and 0.95% in December
2008. This is in line with the performance registered by other
Spanish SME deals that S&P rate.  In S&P's opinion, the Spanish
economic downturn may further affect the pools performance leading
to a rapid roll over of delinquent loans into defaulted loans.
Given the early amortization mechanism of defaulted assets of
Spanish transactions, this could result in cash reserve
withdrawals, which will ultimately reduce the credit support
available for junior tranches.

Cumulative gross defaults as a percentage of the initial
collateral balance remain low, at 0.08% for Bankinter 2 PYME and
0.11% for Bankinter 3 FTPYME.  The cash reserves in both
transactions are at their required levels (EUR14.6 million in
Bankinter 2 and EUR17.4 million in Bankinter 3).  Defaults, in
both transactions, are defined as loans in arrears for more than
18 months.  In S&P's opinion, this is currently delaying liquidity
stresses generated by the early amortization of defaulted loans.

The collateral pools for Bankinter 2 PYME and Bankinter 3 FTPYME
show high concentrations in a specific industry and region.  The
real estate and construction sectors represent 50.09% (Bankinter 2
PYME) and 43.68% (Bankinter 3 FTPYME).  At the same time, loans
granted in the Madrid region account for 30.08% in Bankinter 2
PYME and 28.52% in Bankinter 3 FTPYME.

S&P will now conduct a credit and cash flow analysis of both deals
by assessing the effect of the current Spanish economic outlook
and any features of the collateral pools that have a bearing on
S&P's default rate assumptions.  This will allow S&P to ascertain
whether credit enhancement levels for the classes on CreditWatch
are sufficient to support the current ratings.

                            Ratings List


              Ratings Placed on Creditwatch Negative

        Bankinter 2 Pyme, Fondo de Titulizacion de Activos
          EUR800 Million Floating-Rate Asset-Backed Notes

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

       Bankinter 3 FTPyme, Fondo de Titulizacion de Activos
          EUR600 Million Asset-Backed Floating-Rate Notes

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


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


BLUE ROCK AG: Claims Filing Deadline is August 7
------------------------------------------------
Creditors of Blue Rock AG are requested to file their proofs of
claim by August 7, 2009, to:

         Birchler Patric
         Churerstrasse 20
         8808 Pfaffikon
         Switzerland

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


ELANA GMBH: Claims Filing Deadline is August 7
-----------------------------------------------
Creditors of elana GmbH are requested to file their proofs of
claim by August 7, 2009, to:

         elana GmbH
         Hauptstrasse 17
         9053 Teufen AR
         Switzerland

The company is currently undergoing liquidation in Teufen AR.  The
decision about liquidation was accepted at an extraordinary
shareholders' meeting held on June 18, 2009.


PAPETERIE JAGGI: Creditors Must File Claims by August 7
-------------------------------------------------------
Creditors of Papeterie Jaggi AG are requested to file their proofs
of claim by August 7, 2009, to:

         Marc Jaggi
         Lyssachstrasse 15
         3400 Burgdorf
         Switzerland

The company is currently undergoing liquidation in Burgdorf.  The
decision about liquidation was accepted at an extraordinary
general meeting held on May 11, 2009.


SPATZENHOF AG: Claims Filing Deadline is August 7
-------------------------------------------------
Creditors of Spatzenhof AG are requested to file their proofs of
claim by August 7, 2009, to:

         Markus Stuber
         9216 Heldswil
         Switzerland

The company is currently undergoing liquidation in Hohentannen TG.
The decision about liquidation was accepted at a general meeting
held on June 3, 2009.


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


ANADOLUBANK: Moody's Puts Ba1 Local Cur. Deposit Rating on Review
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the local currency deposit ratings of 11 and the national scale
ratings of three Turkish banks, within the context of its global
review of the systemic support available to banking systems,
following the global financial crisis.  Moody's also affirmed the
local currency deposit ratings of four Turkish banks and the
issuer rating of one government-related institution.

Moody's also changed to stable from positive the outlook on the
standalone bank financial strength ratings of three banks.  These
actions reflect Moody's expectation of a deep economic contraction
in Turkey during 2009 (5.0% GDP decline) and only a slow recovery
in 2010 (1.8% GDP increase) and its recognition that short-term
pressure on financial strength currently outweighs the likelihood
of an improvement, over the medium term, in the franchises of the
affected banks.

Following these outlook changes, 14 of the 15 Turkish banks rated
by Moody's now have stable outlooks on their BFSRs.  This reflects
the rating agency's expectation that the weak economic environment
will continue to exert pressure on Turkish banks' asset quality
metrics, although Moody's recognizes that the banks' overall
financial strength remains robust for the time being, supported by
their strong capitalization and profitability profiles.

             Review of Local Currency Deposit Ratings

Under Moody's banking methodology, local currency deposit ratings
incorporate (i) banks' intrinsic financial strength, (ii) the
probability and financial strength of shareholder support and
(iii) the probability of systemic support and ability of national
governments to support banks.

Moody's believes that most governments are at least as likely, if
not more likely, to support their banking systems as they are to
service their own debts -- a view that has traditionally led to
bank ratings often benefiting from significant uplift due to
systemic support (using the local currency deposit ceiling as a
proxy for the government's ability to support banks).  However, in
the event of a banking crisis becoming truly systemic and
protracted, the capacity of a country and its central bank to
support the nation's banks converges with the government's own
debt capacity (see Moody's Special Comment entitled "Financial
Crisis More Closely Aligns Bank Credit Risk and Government Ratings
in Non-Aaa Countries", published in May 2009).

Moody's will be reassessing the level of systemic support for
Turkish banks to determine whether the systemic support they
receive needs to be more closely aligned with the government's
local currency bond rating.

Factors that Moody's will consider in its assessment of systemic
support include the size of the banking system in relation to the
Turkish government's resources, the level of stress in the banking
system and the banking system's foreign currency obligations
relative to the government's own foreign exchange resources.

Government actions during past crises are indicative of the
Turkish government's high focus on supporting the nation's banks.
During Turkey's 2000-01 banking crisis, the government acted
purposefully to contain the potential contagion effects of
troubled institutions in the market.  However, deposits
denominated in the local currency of highly supported banks are
now rated as high as A3, six notches above the Ba3 debt rating
(local currency) of the government.

Moody's expects that the ratings of highly rated Turkish banks
could drop by as much as three notches following its review.  The
greatest impact is likely to be on those banks with (i) moderate
or low intrinsic financial strength and (ii) whose local currency
deposit ratings incorporate a very high probability of systemic
support.  A high probability of support from a highly rated parent
could mitigate the impact of any possible downward revision of the
rating.

                 Review of National Scale Ratings

Not all banks have been assigned national scale ratings.  National
scale ratings, which address the relative credit risk within a
country, are derived from local currency deposit ratings.  As
such, where banks have already been assigned national scale
ratings, and where their local currency deposit ratings have been
placed on review for possible downgrade, Moody's have similarly
placed their national scale ratings on review for possible
downgrade.

                     List of Rating Actions

These rating actions were taken:

(i) Akbank AS's A3 long-term local currency deposit rating was
placed on review for possible downgrade.  Its other ratings were
unaffected;

(ii) Anadolubank's Ba1 long-term local currency deposit rating was
placed on review for possible downgrade.  Its other ratings were
unaffected;

(iii) Asya Katilim Bankasi AS's Ba1 long-term local currency
deposit rating and A1.tr/TR-1 national scale ratings were placed
on review for possible downgrade.  Its other ratings were
unaffected;

(iv) Bankpozitif's Baa3/Prime-3 local currency deposit ratings
were affirmed with a stable outlook.  Its other ratings were
unaffected

(v) Denizbank's Baa1 long-term local currency deposit rating was
placed on review for possible downgrade.  Its other ratings were
unaffected;

(vi) Eurobank Tekfen's Ba1/Not Prime local currency deposit
ratings were affirmed with a stable outlook.  Its other ratings
were unaffected;

(vii) Finansbank's A3/Prime-2 local currency deposit ratings were
affirmed.  Its other ratings were unaffected;

(viii) HSBC Bank AS's A3/Prime-2 local currency deposit ratings
were affirmed with a stable outlook.  Its other ratings were
unaffected;

(ix) T.C. Ziraat Bankasi's Baa1/Prime-2 local currency deposit
ratings were placed on review for possible downgrade.  Its other
ratings were unaffected;

(x) Turk Ekonomi Bankasi's Baa1 long-term local currency deposit
rating was placed on review for possible downgrade.  The outlook
on the bank's D+ BFSR was changed to stable from positive;

(xi) Turkiye Garanti Bankasi's A3 long-term local currency deposit
rating and Aaa.tr long-term national scale rating were placed on
review for possible downgrade.  Its other ratings were unaffected;

(xii) Turkiye Is Bankasi's A3/Prime-2 local currency deposit
ratings were placed on review for possible downgrade.  The outlook
on the bank's D+ BFSR was changed to stable from positive;

(xiii) Turkiye Sinai Kalkinma Bankasi's Baa1/Prime-2 local
currency deposit ratings were placed on review for possible
downgrade.  Its other ratings were unaffected;

(xiv) Turkiye Vakiflar Bankasi's Baa1/Prime-2 local currency
deposit ratings were placed on review for possible downgrade.  Its
other ratings were unaffected;

(xv) Yapi ve Kredi Bankasi's A3 long-term local currency deposit
rating and Aaa.tr long-term national scale rating were placed on
review for possible downgrade.  The outlook on the bank's D+ BFSR
was changed to stable from positive;

(xvi) Export Credit Bank of Turkey's Ba1 issuer rating was
affirmed with a stable outlook;

The last rating action on Akbank AS was on 24 April 2007 when its
BFSR was upgraded to C- from D+.

The last rating action on Anadolubank was on 26 August 2008 when
the outlook on its D BFSR and Ba1/NP local currency deposit
ratings was changed to positive from stable.

The last rating action on Asya Katilim Bankasi AS was on 10 August
2007 when it was assigned first-time ratings.  The bank was
assigned a D BFSR, Ba1/Not Prime local currency deposit ratings
and B1/Not Prime foreign currency deposit ratings, as well as
A1.tr long-term and TR-1 short-term Turkish National Scale
Ratings.  All ratings carried a stable outlook.

The last rating action on Bankpozitif was on 24 April 2008 when it
was assigned first-time ratings.  The bank was assigned a D BFSR,
Baa3/Prime-3 local currency deposit ratings and B1/Not Prime
foreign currency deposit ratings.  All ratings carried a stable
outlook.

The last rating action on Denizbank was on 1 October 2008 when its
local currency long-term deposit and senior unsecured debt ratings
were downgraded to Baa1 from A3; all its other ratings were
affirmed.

The last rating action on Eurobank Tekfen was on 24 April 2007
when its BFSR was upgraded to D- from E+.  Local currency deposit
ratings of Ba1/Not Prime were also assigned.

The last rating action on Finansbank was on 24 April 2007 when its
BFSR was upgraded to C- from D+.

The last rating action on HSBC Bank AS was on 24 April 2007 when
its BFSR was upgraded to C- from D+.

The last rating action on T.C. Ziraat Bankasi was on 26 August
2008 when its BFSR was upgraded to D+ from D.

The last rating action on Turk Ekonomi Bankasi was on 25 May 2007
when it was assigned Baa1/Prime-2 local currency deposit ratings.
The outlook on the Baa1 long-term local currency deposit rating
was positive.

The last rating action on Turkiye Garanti Bankasi was on 24 April
2007 when its BFSR was upgraded to C- from D+.

The last rating action on Turkiye Is Bankasi was on 10 September
2008 when the outlook on its D+ BFSR was changed to positive from
stable.

The last rating action on Turkiye Sinai Kalkinma Bankasi was on
24 April 2007 when local currency deposit ratings of Baa1/Prime-2
were assigned.

The last rating action for Turkiye Vakiflar Bankasi was on
24 April 2007 when its BFSR was upgraded to D+ from D-.

The last rating action for Yapi ve Kredi Bankasi was on
10 September 2008 when the outlook on its D+ BFSR was changed to
positive from stable.

The last rating action on Export Credit Bank of Turkey was on
23 August 2006 when its Ba1 issuer rating was affirmed.

T.C Ziraat Bankasi, Turkiye Vakiflar Bankasi and Export Credit
Bank of Turkey are headquartered in Ankara, Turkey.  All the other
banks are headquartered in Istanbul, Turkey.

Akbank AS had total assets of TRY92.7 billion (US$61.0 billion)
under IFRS at the end of December 2008.

Anadolubank had total assets of TRY3.8 billion (US$2.5 billion)
under IFRS at the end of December 2008.

Asya Katilim Bankasi AS had total assets of TRY8.1 billion
(US$5.3 billion) under IFRS at the end of December 2008.
Bankpozitif had total assets of TRY1.8 billion (US$1.2 billion)
under IFRS at the end of December 2008.

Denizbank had total assets of TRY24.2 billion (US$15.9 billion)
under BRSA at the end of December 2008.

Eurobank Tekfen had total assets of TRY3.6 billion
(US$2.4 billion) under BRSA at the end of December 2008.
Finansbank had total assets of TRY30.1 billion (US$19.9 billion)
under BRSA at the end of December 2008.

HSBC Bank AS had total assets of TRY14.6 billion (US$9.6 billion)
under IFRS at the end of December 2008.

T.C. Ziraat Bankasi had total assets of TRY104.4 billion
(US$77.6 billion) under BRSA at the end of December 2008.

Turk Ekonomi Bankasi had total assets of TRY17.0 billion
(US$11.2 billion) under IFRS at the end of December 2008.

Turkiye Garanti Bankasi had total assets of TRY98.2 billion
(US$69.7 billion) under IFRS at the end of December 2008.

Turkiye Is Bankasi had total assets of TRY97.5 billion
(US$63.4 billion) under IFRS at the end of December 2008.

Turkiye Sinai Kalkinma Bankasi had total assets of TRY6.3 billion
(US$4.2 billion) under IFRS at the end of December 2008.

Turkiye Vakiflar Bankasi had total assets of TRY54.6 billion
(US$35.9 billion) under BRSA at the end of December 2008.

Yapi ve Kredi Bankasi had total assets of TRY69.9 billion
(US$46.0 billion) under IFRS at the end of December 2008.

Export Credit Bank of Turkey had total assets of TRY4.9 billion
(US$3.2 billion) under IFRS at the end of December 2008.


ASYA KATILIM: Moody's Reviews Ba1 Local Currency Deposit Rating
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the local currency deposit ratings of 11 and the national scale
ratings of three Turkish banks, within the context of its global
review of the systemic support available to banking systems,
following the global financial crisis.  Moody's also affirmed the
local currency deposit ratings of four Turkish banks and the
issuer rating of one government-related institution.

Moody's also changed to stable from positive the outlook on the
standalone bank financial strength ratings of three banks.  These
actions reflect Moody's expectation of a deep economic contraction
in Turkey during 2009 (5.0% GDP decline) and only a slow recovery
in 2010 (1.8% GDP increase) and its recognition that short-term
pressure on financial strength currently outweighs the likelihood
of an improvement, over the medium term, in the franchises of the
affected banks.

Following these outlook changes, 14 of the 15 Turkish banks rated
by Moody's now have stable outlooks on their BFSRs.  This reflects
the rating agency's expectation that the weak economic environment
will continue to exert pressure on Turkish banks' asset quality
metrics, although Moody's recognizes that the banks' overall
financial strength remains robust for the time being, supported by
their strong capitalization and profitability profiles.

             Review of Local Currency Deposit Ratings

Under Moody's banking methodology, local currency deposit ratings
incorporate (i) banks' intrinsic financial strength, (ii) the
probability and financial strength of shareholder support and
(iii) the probability of systemic support and ability of national
governments to support banks.

Moody's believes that most governments are at least as likely, if
not more likely, to support their banking systems as they are to
service their own debts -- a view that has traditionally led to
bank ratings often benefiting from significant uplift due to
systemic support (using the local currency deposit ceiling as a
proxy for the government's ability to support banks).  However, in
the event of a banking crisis becoming truly systemic and
protracted, the capacity of a country and its central bank to
support the nation's banks converges with the government's own
debt capacity (see Moody's Special Comment entitled "Financial
Crisis More Closely Aligns Bank Credit Risk and Government Ratings
in Non-Aaa Countries", published in May 2009).

Moody's will be reassessing the level of systemic support for
Turkish banks to determine whether the systemic support they
receive needs to be more closely aligned with the government's
local currency bond rating.

Factors that Moody's will consider in its assessment of systemic
support include the size of the banking system in relation to the
Turkish government's resources, the level of stress in the banking
system and the banking system's foreign currency obligations
relative to the government's own foreign exchange resources.

Government actions during past crises are indicative of the
Turkish government's high focus on supporting the nation's banks.
During Turkey's 2000-01 banking crisis, the government acted
purposefully to contain the potential contagion effects of
troubled institutions in the market.  However, deposits
denominated in the local currency of highly supported banks are
now rated as high as A3, six notches above the Ba3 debt rating
(local currency) of the government.

Moody's expects that the ratings of highly rated Turkish banks
could drop by as much as three notches following its review.  The
greatest impact is likely to be on those banks with (i) moderate
or low intrinsic financial strength and (ii) whose local currency
deposit ratings incorporate a very high probability of systemic
support.  A high probability of support from a highly rated parent
could mitigate the impact of any possible downward revision of the
rating.

                 Review of National Scale Ratings

Not all banks have been assigned national scale ratings.  National
scale ratings, which address the relative credit risk within a
country, are derived from local currency deposit ratings.  As
such, where banks have already been assigned national scale
ratings, and where their local currency deposit ratings have been
placed on review for possible downgrade, Moody's have similarly
placed their national scale ratings on review for possible
downgrade.

                     List of Rating Actions

These rating actions were taken:

(i) Akbank AS's A3 long-term local currency deposit rating was
placed on review for possible downgrade.  Its other ratings were
unaffected;

(ii) Anadolubank's Ba1 long-term local currency deposit rating was
placed on review for possible downgrade.  Its other ratings were
unaffected;

(iii) Asya Katilim Bankasi AS's Ba1 long-term local currency
deposit rating and A1.tr/TR-1 national scale ratings were placed
on review for possible downgrade.  Its other ratings were
unaffected;

(iv) Bankpozitif's Baa3/Prime-3 local currency deposit ratings
were affirmed with a stable outlook.  Its other ratings were
unaffected

(v) Denizbank's Baa1 long-term local currency deposit rating was
placed on review for possible downgrade.  Its other ratings were
unaffected;

(vi) Eurobank Tekfen's Ba1/Not Prime local currency deposit
ratings were affirmed with a stable outlook.  Its other ratings
were unaffected;

(vii) Finansbank's A3/Prime-2 local currency deposit ratings were
affirmed.  Its other ratings were unaffected;

(viii) HSBC Bank AS's A3/Prime-2 local currency deposit ratings
were affirmed with a stable outlook.  Its other ratings were
unaffected;

(ix) T.C. Ziraat Bankasi's Baa1/Prime-2 local currency deposit
ratings were placed on review for possible downgrade.  Its other
ratings were unaffected;

(x) Turk Ekonomi Bankasi's Baa1 long-term local currency deposit
rating was placed on review for possible downgrade.  The outlook
on the bank's D+ BFSR was changed to stable from positive;

(xi) Turkiye Garanti Bankasi's A3 long-term local currency deposit
rating and Aaa.tr long-term national scale rating were placed on
review for possible downgrade.  Its other ratings were unaffected;

(xii) Turkiye Is Bankasi's A3/Prime-2 local currency deposit
ratings were placed on review for possible downgrade.  The outlook
on the bank's D+ BFSR was changed to stable from positive;

(xiii) Turkiye Sinai Kalkinma Bankasi's Baa1/Prime-2 local
currency deposit ratings were placed on review for possible
downgrade.  Its other ratings were unaffected;

(xiv) Turkiye Vakiflar Bankasi's Baa1/Prime-2 local currency
deposit ratings were placed on review for possible downgrade.  Its
other ratings were unaffected;

(xv) Yapi ve Kredi Bankasi's A3 long-term local currency deposit
rating and Aaa.tr long-term national scale rating were placed on
review for possible downgrade.  The outlook on the bank's D+ BFSR
was changed to stable from positive;

(xvi) Export Credit Bank of Turkey's Ba1 issuer rating was
affirmed with a stable outlook;

The last rating action on Akbank AS was on 24 April 2007 when its
BFSR was upgraded to C- from D+.

The last rating action on Anadolubank was on 26 August 2008 when
the outlook on its D BFSR and Ba1/NP local currency deposit
ratings was changed to positive from stable.

The last rating action on Asya Katilim Bankasi AS was on 10 August
2007 when it was assigned first-time ratings.  The bank was
assigned a D BFSR, Ba1/Not Prime local currency deposit ratings
and B1/Not Prime foreign currency deposit ratings, as well as
A1.tr long-term and TR-1 short-term Turkish National Scale
Ratings.  All ratings carried a stable outlook.

The last rating action on Bankpozitif was on 24 April 2008 when it
was assigned first-time ratings.  The bank was assigned a D BFSR,
Baa3/Prime-3 local currency deposit ratings and B1/Not Prime
foreign currency deposit ratings.  All ratings carried a stable
outlook.

The last rating action on Denizbank was on 1 October 2008 when its
local currency long-term deposit and senior unsecured debt ratings
were downgraded to Baa1 from A3; all its other ratings were
affirmed.

The last rating action on Eurobank Tekfen was on 24 April 2007
when its BFSR was upgraded to D- from E+.  Local currency deposit
ratings of Ba1/Not Prime were also assigned.

The last rating action on Finansbank was on 24 April 2007 when its
BFSR was upgraded to C- from D+.

The last rating action on HSBC Bank AS was on 24 April 2007 when
its BFSR was upgraded to C- from D+.

The last rating action on T.C. Ziraat Bankasi was on 26 August
2008 when its BFSR was upgraded to D+ from D.

The last rating action on Turk Ekonomi Bankasi was on 25 May 2007
when it was assigned Baa1/Prime-2 local currency deposit ratings.
The outlook on the Baa1 long-term local currency deposit rating
was positive.

The last rating action on Turkiye Garanti Bankasi was on 24 April
2007 when its BFSR was upgraded to C- from D+.

The last rating action on Turkiye Is Bankasi was on 10 September
2008 when the outlook on its D+ BFSR was changed to positive from
stable.

The last rating action on Turkiye Sinai Kalkinma Bankasi was on
24 April 2007 when local currency deposit ratings of Baa1/Prime-2
were assigned.

The last rating action for Turkiye Vakiflar Bankasi was on
24 April 2007 when its BFSR was upgraded to D+ from D-.

The last rating action for Yapi ve Kredi Bankasi was on
10 September 2008 when the outlook on its D+ BFSR was changed to
positive from stable.

The last rating action on Export Credit Bank of Turkey was on
23 August 2006 when its Ba1 issuer rating was affirmed.

T.C Ziraat Bankasi, Turkiye Vakiflar Bankasi and Export Credit
Bank of Turkey are headquartered in Ankara, Turkey.  All the other
banks are headquartered in Istanbul, Turkey.

Akbank AS had total assets of TRY92.7 billion (US$61.0 billion)
under IFRS at the end of December 2008.

Anadolubank had total assets of TRY3.8 billion (US$2.5 billion)
under IFRS at the end of December 2008.

Asya Katilim Bankasi AS had total assets of TRY8.1 billion
(US$5.3 billion) under IFRS at the end of December 2008.
Bankpozitif had total assets of TRY1.8 billion (US$1.2 billion)
under IFRS at the end of December 2008.

Denizbank had total assets of TRY24.2 billion (US$15.9 billion)
under BRSA at the end of December 2008.

Eurobank Tekfen had total assets of TRY3.6 billion
(US$2.4 billion) under BRSA at the end of December 2008.
Finansbank had total assets of TRY30.1 billion (US$19.9 billion)
under BRSA at the end of December 2008.

HSBC Bank AS had total assets of TRY14.6 billion (US$9.6 billion)
under IFRS at the end of December 2008.

T.C. Ziraat Bankasi had total assets of TRY104.4 billion
(US$77.6 billion) under BRSA at the end of December 2008.

Turk Ekonomi Bankasi had total assets of TRY17.0 billion
(US$11.2 billion) under IFRS at the end of December 2008.

Turkiye Garanti Bankasi had total assets of TRY98.2 billion
(US$69.7 billion) under IFRS at the end of December 2008.

Turkiye Is Bankasi had total assets of TRY97.5 billion
(US$63.4 billion) under IFRS at the end of December 2008.

Turkiye Sinai Kalkinma Bankasi had total assets of TRY6.3 billion
(US$4.2 billion) under IFRS at the end of December 2008.

Turkiye Vakiflar Bankasi had total assets of TRY54.6 billion
(US$35.9 billion) under BRSA at the end of December 2008.

Yapi ve Kredi Bankasi had total assets of TRY69.9 billion
(US$46.0 billion) under IFRS at the end of December 2008.

Export Credit Bank of Turkey had total assets of TRY4.9 billion
(US$3.2 billion) under IFRS at the end of December 2008.


EUROBANK TEKFEN: Moody's Keeps Ba1/Not Prime Deposit Ratings
------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the local currency deposit ratings of 11 and the national scale
ratings of three Turkish banks, within the context of its global
review of the systemic support available to banking systems,
following the global financial crisis.  Moody's also affirmed the
local currency deposit ratings of four Turkish banks and the
issuer rating of one government-related institution.

Moody's also changed to stable from positive the outlook on the
standalone bank financial strength ratings of three banks.  These
actions reflect Moody's expectation of a deep economic contraction
in Turkey during 2009 (5.0% GDP decline) and only a slow recovery
in 2010 (1.8% GDP increase) and its recognition that short-term
pressure on financial strength currently outweighs the likelihood
of an improvement, over the medium term, in the franchises of the
affected banks.

Following these outlook changes, 14 of the 15 Turkish banks rated
by Moody's now have stable outlooks on their BFSRs.  This reflects
the rating agency's expectation that the weak economic environment
will continue to exert pressure on Turkish banks' asset quality
metrics, although Moody's recognizes that the banks' overall
financial strength remains robust for the time being, supported by
their strong capitalization and profitability profiles.

             Review of Local Currency Deposit Ratings

Under Moody's banking methodology, local currency deposit ratings
incorporate (i) banks' intrinsic financial strength, (ii) the
probability and financial strength of shareholder support and
(iii) the probability of systemic support and ability of national
governments to support banks.

Moody's believes that most governments are at least as likely, if
not more likely, to support their banking systems as they are to
service their own debts -- a view that has traditionally led to
bank ratings often benefiting from significant uplift due to
systemic support (using the local currency deposit ceiling as a
proxy for the government's ability to support banks).  However, in
the event of a banking crisis becoming truly systemic and
protracted, the capacity of a country and its central bank to
support the nation's banks converges with the government's own
debt capacity (see Moody's Special Comment entitled "Financial
Crisis More Closely Aligns Bank Credit Risk and Government Ratings
in Non-Aaa Countries", published in May 2009).

Moody's will be reassessing the level of systemic support for
Turkish banks to determine whether the systemic support they
receive needs to be more closely aligned with the government's
local currency bond rating.

Factors that Moody's will consider in its assessment of systemic
support include the size of the banking system in relation to the
Turkish government's resources, the level of stress in the banking
system and the banking system's foreign currency obligations
relative to the government's own foreign exchange resources.

Government actions during past crises are indicative of the
Turkish government's high focus on supporting the nation's banks.
During Turkey's 2000-01 banking crisis, the government acted
purposefully to contain the potential contagion effects of
troubled institutions in the market.  However, deposits
denominated in the local currency of highly supported banks are
now rated as high as A3, six notches above the Ba3 debt rating
(local currency) of the government.

Moody's expects that the ratings of highly rated Turkish banks
could drop by as much as three notches following its review.  The
greatest impact is likely to be on those banks with (i) moderate
or low intrinsic financial strength and (ii) whose local currency
deposit ratings incorporate a very high probability of systemic
support.  A high probability of support from a highly rated parent
could mitigate the impact of any possible downward revision of the
rating.

                 Review of National Scale Ratings

Not all banks have been assigned national scale ratings.  National
scale ratings, which address the relative credit risk within a
country, are derived from local currency deposit ratings.  As
such, where banks have already been assigned national scale
ratings, and where their local currency deposit ratings have been
placed on review for possible downgrade, Moody's have similarly
placed their national scale ratings on review for possible
downgrade.

                     List of Rating Actions

These rating actions were taken:

(i) Akbank AS's A3 long-term local currency deposit rating was
placed on review for possible downgrade.  Its other ratings were
unaffected;

(ii) Anadolubank's Ba1 long-term local currency deposit rating was
placed on review for possible downgrade.  Its other ratings were
unaffected;

(iii) Asya Katilim Bankasi AS's Ba1 long-term local currency
deposit rating and A1.tr/TR-1 national scale ratings were placed
on review for possible downgrade.  Its other ratings were
unaffected;

(iv) Bankpozitif's Baa3/Prime-3 local currency deposit ratings
were affirmed with a stable outlook.  Its other ratings were
unaffected

(v) Denizbank's Baa1 long-term local currency deposit rating was
placed on review for possible downgrade.  Its other ratings were
unaffected;

(vi) Eurobank Tekfen's Ba1/Not Prime local currency deposit
ratings were affirmed with a stable outlook.  Its other ratings
were unaffected;

(vii) Finansbank's A3/Prime-2 local currency deposit ratings were
affirmed.  Its other ratings were unaffected;

(viii) HSBC Bank AS's A3/Prime-2 local currency deposit ratings
were affirmed with a stable outlook.  Its other ratings were
unaffected;

(ix) T.C. Ziraat Bankasi's Baa1/Prime-2 local currency deposit
ratings were placed on review for possible downgrade.  Its other
ratings were unaffected;

(x) Turk Ekonomi Bankasi's Baa1 long-term local currency deposit
rating was placed on review for possible downgrade.  The outlook
on the bank's D+ BFSR was changed to stable from positive;

(xi) Turkiye Garanti Bankasi's A3 long-term local currency deposit
rating and Aaa.tr long-term national scale rating were placed on
review for possible downgrade.  Its other ratings were unaffected;

(xii) Turkiye Is Bankasi's A3/Prime-2 local currency deposit
ratings were placed on review for possible downgrade.  The outlook
on the bank's D+ BFSR was changed to stable from positive;

(xiii) Turkiye Sinai Kalkinma Bankasi's Baa1/Prime-2 local
currency deposit ratings were placed on review for possible
downgrade.  Its other ratings were unaffected;

(xiv) Turkiye Vakiflar Bankasi's Baa1/Prime-2 local currency
deposit ratings were placed on review for possible downgrade.  Its
other ratings were unaffected;

(xv) Yapi ve Kredi Bankasi's A3 long-term local currency deposit
rating and Aaa.tr long-term national scale rating were placed on
review for possible downgrade.  The outlook on the bank's D+ BFSR
was changed to stable from positive;

(xvi) Export Credit Bank of Turkey's Ba1 issuer rating was
affirmed with a stable outlook;

The last rating action on Akbank AS was on 24 April 2007 when its
BFSR was upgraded to C- from D+.

The last rating action on Anadolubank was on 26 August 2008 when
the outlook on its D BFSR and Ba1/NP local currency deposit
ratings was changed to positive from stable.

The last rating action on Asya Katilim Bankasi AS was on 10 August
2007 when it was assigned first-time ratings.  The bank was
assigned a D BFSR, Ba1/Not Prime local currency deposit ratings
and B1/Not Prime foreign currency deposit ratings, as well as
A1.tr long-term and TR-1 short-term Turkish National Scale
Ratings.  All ratings carried a stable outlook.

The last rating action on Bankpozitif was on 24 April 2008 when it
was assigned first-time ratings.  The bank was assigned a D BFSR,
Baa3/Prime-3 local currency deposit ratings and B1/Not Prime
foreign currency deposit ratings.  All ratings carried a stable
outlook.

The last rating action on Denizbank was on 1 October 2008 when its
local currency long-term deposit and senior unsecured debt ratings
were downgraded to Baa1 from A3; all its other ratings were
affirmed.

The last rating action on Eurobank Tekfen was on 24 April 2007
when its BFSR was upgraded to D- from E+.  Local currency deposit
ratings of Ba1/Not Prime were also assigned.

The last rating action on Finansbank was on 24 April 2007 when its
BFSR was upgraded to C- from D+.

The last rating action on HSBC Bank AS was on 24 April 2007 when
its BFSR was upgraded to C- from D+.

The last rating action on T.C. Ziraat Bankasi was on 26 August
2008 when its BFSR was upgraded to D+ from D.

The last rating action on Turk Ekonomi Bankasi was on 25 May 2007
when it was assigned Baa1/Prime-2 local currency deposit ratings.
The outlook on the Baa1 long-term local currency deposit rating
was positive.

The last rating action on Turkiye Garanti Bankasi was on 24 April
2007 when its BFSR was upgraded to C- from D+.

The last rating action on Turkiye Is Bankasi was on 10 September
2008 when the outlook on its D+ BFSR was changed to positive from
stable.

The last rating action on Turkiye Sinai Kalkinma Bankasi was on
24 April 2007 when local currency deposit ratings of Baa1/Prime-2
were assigned.

The last rating action for Turkiye Vakiflar Bankasi was on
24 April 2007 when its BFSR was upgraded to D+ from D-.

The last rating action for Yapi ve Kredi Bankasi was on
10 September 2008 when the outlook on its D+ BFSR was changed to
positive from stable.

The last rating action on Export Credit Bank of Turkey was on
23 August 2006 when its Ba1 issuer rating was affirmed.

T.C Ziraat Bankasi, Turkiye Vakiflar Bankasi and Export Credit
Bank of Turkey are headquartered in Ankara, Turkey.  All the other
banks are headquartered in Istanbul, Turkey.

Akbank AS had total assets of TRY92.7 billion (US$61.0 billion)
under IFRS at the end of December 2008.

Anadolubank had total assets of TRY3.8 billion (US$2.5 billion)
under IFRS at the end of December 2008.

Asya Katilim Bankasi AS had total assets of TRY8.1 billion
(US$5.3 billion) under IFRS at the end of December 2008.
Bankpozitif had total assets of TRY1.8 billion (US$1.2 billion)
under IFRS at the end of December 2008.

Denizbank had total assets of TRY24.2 billion (US$15.9 billion)
under BRSA at the end of December 2008.

Eurobank Tekfen had total assets of TRY3.6 billion
(US$2.4 billion) under BRSA at the end of December 2008.
Finansbank had total assets of TRY30.1 billion (US$19.9 billion)
under BRSA at the end of December 2008.

HSBC Bank AS had total assets of TRY14.6 billion (US$9.6 billion)
under IFRS at the end of December 2008.

T.C. Ziraat Bankasi had total assets of TRY104.4 billion
(US$77.6 billion) under BRSA at the end of December 2008.

Turk Ekonomi Bankasi had total assets of TRY17.0 billion
(US$11.2 billion) under IFRS at the end of December 2008.

Turkiye Garanti Bankasi had total assets of TRY98.2 billion
(US$69.7 billion) under IFRS at the end of December 2008.

Turkiye Is Bankasi had total assets of TRY97.5 billion
(US$63.4 billion) under IFRS at the end of December 2008.

Turkiye Sinai Kalkinma Bankasi had total assets of TRY6.3 billion
(US$4.2 billion) under IFRS at the end of December 2008.

Turkiye Vakiflar Bankasi had total assets of TRY54.6 billion
(US$35.9 billion) under BRSA at the end of December 2008.

Yapi ve Kredi Bankasi had total assets of TRY69.9 billion
(US$46.0 billion) under IFRS at the end of December 2008.

Export Credit Bank of Turkey had total assets of TRY4.9 billion
(US$3.2 billion) under IFRS at the end of December 2008.


EXPORT CREDIT: Moody's Keeps Ba1 Issuer Rating, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the local currency deposit ratings of 11 and the national scale
ratings of three Turkish banks, within the context of its global
review of the systemic support available to banking systems,
following the global financial crisis.  Moody's also affirmed the
local currency deposit ratings of four Turkish banks and the
issuer rating of one government-related institution.

Moody's also changed to stable from positive the outlook on the
standalone bank financial strength ratings of three banks.  These
actions reflect Moody's expectation of a deep economic contraction
in Turkey during 2009 (5.0% GDP decline) and only a slow recovery
in 2010 (1.8% GDP increase) and its recognition that short-term
pressure on financial strength currently outweighs the likelihood
of an improvement, over the medium term, in the franchises of the
affected banks.

Following these outlook changes, 14 of the 15 Turkish banks rated
by Moody's now have stable outlooks on their BFSRs.  This reflects
the rating agency's expectation that the weak economic environment
will continue to exert pressure on Turkish banks' asset quality
metrics, although Moody's recognizes that the banks' overall
financial strength remains robust for the time being, supported by
their strong capitalization and profitability profiles.

             Review of Local Currency Deposit Ratings

Under Moody's banking methodology, local currency deposit ratings
incorporate (i) banks' intrinsic financial strength, (ii) the
probability and financial strength of shareholder support and
(iii) the probability of systemic support and ability of national
governments to support banks.

Moody's believes that most governments are at least as likely, if
not more likely, to support their banking systems as they are to
service their own debts -- a view that has traditionally led to
bank ratings often benefiting from significant uplift due to
systemic support (using the local currency deposit ceiling as a
proxy for the government's ability to support banks).  However, in
the event of a banking crisis becoming truly systemic and
protracted, the capacity of a country and its central bank to
support the nation's banks converges with the government's own
debt capacity (see Moody's Special Comment entitled "Financial
Crisis More Closely Aligns Bank Credit Risk and Government Ratings
in Non-Aaa Countries", published in May 2009).

Moody's will be reassessing the level of systemic support for
Turkish banks to determine whether the systemic support they
receive needs to be more closely aligned with the government's
local currency bond rating.

Factors that Moody's will consider in its assessment of systemic
support include the size of the banking system in relation to the
Turkish government's resources, the level of stress in the banking
system and the banking system's foreign currency obligations
relative to the government's own foreign exchange resources.

Government actions during past crises are indicative of the
Turkish government's high focus on supporting the nation's banks.
During Turkey's 2000-01 banking crisis, the government acted
purposefully to contain the potential contagion effects of
troubled institutions in the market.  However, deposits
denominated in the local currency of highly supported banks are
now rated as high as A3, six notches above the Ba3 debt rating
(local currency) of the government.

Moody's expects that the ratings of highly rated Turkish banks
could drop by as much as three notches following its review.  The
greatest impact is likely to be on those banks with (i) moderate
or low intrinsic financial strength and (ii) whose local currency
deposit ratings incorporate a very high probability of systemic
support.  A high probability of support from a highly rated parent
could mitigate the impact of any possible downward revision of the
rating.

                 Review of National Scale Ratings

Not all banks have been assigned national scale ratings.  National
scale ratings, which address the relative credit risk within a
country, are derived from local currency deposit ratings.  As
such, where banks have already been assigned national scale
ratings, and where their local currency deposit ratings have been
placed on review for possible downgrade, Moody's have similarly
placed their national scale ratings on review for possible
downgrade.

                     List of Rating Actions

These rating actions were taken:

(i) Akbank AS's A3 long-term local currency deposit rating was
placed on review for possible downgrade.  Its other ratings were
unaffected;

(ii) Anadolubank's Ba1 long-term local currency deposit rating was
placed on review for possible downgrade.  Its other ratings were
unaffected;

(iii) Asya Katilim Bankasi AS's Ba1 long-term local currency
deposit rating and A1.tr/TR-1 national scale ratings were placed
on review for possible downgrade.  Its other ratings were
unaffected;

(iv) Bankpozitif's Baa3/Prime-3 local currency deposit ratings
were affirmed with a stable outlook.  Its other ratings were
unaffected

(v) Denizbank's Baa1 long-term local currency deposit rating was
placed on review for possible downgrade.  Its other ratings were
unaffected;

(vi) Eurobank Tekfen's Ba1/Not Prime local currency deposit
ratings were affirmed with a stable outlook.  Its other ratings
were unaffected;

(vii) Finansbank's A3/Prime-2 local currency deposit ratings were
affirmed.  Its other ratings were unaffected;

(viii) HSBC Bank AS's A3/Prime-2 local currency deposit ratings
were affirmed with a stable outlook.  Its other ratings were
unaffected;

(ix) T.C. Ziraat Bankasi's Baa1/Prime-2 local currency deposit
ratings were placed on review for possible downgrade.  Its other
ratings were unaffected;

(x) Turk Ekonomi Bankasi's Baa1 long-term local currency deposit
rating was placed on review for possible downgrade.  The outlook
on the bank's D+ BFSR was changed to stable from positive;

(xi) Turkiye Garanti Bankasi's A3 long-term local currency deposit
rating and Aaa.tr long-term national scale rating were placed on
review for possible downgrade.  Its other ratings were unaffected;

(xii) Turkiye Is Bankasi's A3/Prime-2 local currency deposit
ratings were placed on review for possible downgrade.  The outlook
on the bank's D+ BFSR was changed to stable from positive;

(xiii) Turkiye Sinai Kalkinma Bankasi's Baa1/Prime-2 local
currency deposit ratings were placed on review for possible
downgrade.  Its other ratings were unaffected;

(xiv) Turkiye Vakiflar Bankasi's Baa1/Prime-2 local currency
deposit ratings were placed on review for possible downgrade.  Its
other ratings were unaffected;

(xv) Yapi ve Kredi Bankasi's A3 long-term local currency deposit
rating and Aaa.tr long-term national scale rating were placed on
review for possible downgrade.  The outlook on the bank's D+ BFSR
was changed to stable from positive;

(xvi) Export Credit Bank of Turkey's Ba1 issuer rating was
affirmed with a stable outlook;

The last rating action on Akbank AS was on 24 April 2007 when its
BFSR was upgraded to C- from D+.

The last rating action on Anadolubank was on 26 August 2008 when
the outlook on its D BFSR and Ba1/NP local currency deposit
ratings was changed to positive from stable.

The last rating action on Asya Katilim Bankasi AS was on 10 August
2007 when it was assigned first-time ratings.  The bank was
assigned a D BFSR, Ba1/Not Prime local currency deposit ratings
and B1/Not Prime foreign currency deposit ratings, as well as
A1.tr long-term and TR-1 short-term Turkish National Scale
Ratings.  All ratings carried a stable outlook.

The last rating action on Bankpozitif was on 24 April 2008 when it
was assigned first-time ratings.  The bank was assigned a D BFSR,
Baa3/Prime-3 local currency deposit ratings and B1/Not Prime
foreign currency deposit ratings.  All ratings carried a stable
outlook.

The last rating action on Denizbank was on 1 October 2008 when its
local currency long-term deposit and senior unsecured debt ratings
were downgraded to Baa1 from A3; all its other ratings were
affirmed.

The last rating action on Eurobank Tekfen was on 24 April 2007
when its BFSR was upgraded to D- from E+.  Local currency deposit
ratings of Ba1/Not Prime were also assigned.

The last rating action on Finansbank was on 24 April 2007 when its
BFSR was upgraded to C- from D+.

The last rating action on HSBC Bank AS was on 24 April 2007 when
its BFSR was upgraded to C- from D+.

The last rating action on T.C. Ziraat Bankasi was on 26 August
2008 when its BFSR was upgraded to D+ from D.

The last rating action on Turk Ekonomi Bankasi was on 25 May 2007
when it was assigned Baa1/Prime-2 local currency deposit ratings.
The outlook on the Baa1 long-term local currency deposit rating
was positive.

The last rating action on Turkiye Garanti Bankasi was on 24 April
2007 when its BFSR was upgraded to C- from D+.

The last rating action on Turkiye Is Bankasi was on 10 September
2008 when the outlook on its D+ BFSR was changed to positive from
stable.

The last rating action on Turkiye Sinai Kalkinma Bankasi was on
24 April 2007 when local currency deposit ratings of Baa1/Prime-2
were assigned.

The last rating action for Turkiye Vakiflar Bankasi was on
24 April 2007 when its BFSR was upgraded to D+ from D-.

The last rating action for Yapi ve Kredi Bankasi was on
10 September 2008 when the outlook on its D+ BFSR was changed to
positive from stable.

The last rating action on Export Credit Bank of Turkey was on
23 August 2006 when its Ba1 issuer rating was affirmed.

T.C Ziraat Bankasi, Turkiye Vakiflar Bankasi and Export Credit
Bank of Turkey are headquartered in Ankara, Turkey.  All the other
banks are headquartered in Istanbul, Turkey.

Akbank AS had total assets of TRY92.7 billion (US$61.0 billion)
under IFRS at the end of December 2008.

Anadolubank had total assets of TRY3.8 billion (US$2.5 billion)
under IFRS at the end of December 2008.

Asya Katilim Bankasi AS had total assets of TRY8.1 billion
(US$5.3 billion) under IFRS at the end of December 2008.
Bankpozitif had total assets of TRY1.8 billion (US$1.2 billion)
under IFRS at the end of December 2008.

Denizbank had total assets of TRY24.2 billion (US$15.9 billion)
under BRSA at the end of December 2008.

Eurobank Tekfen had total assets of TRY3.6 billion
(US$2.4 billion) under BRSA at the end of December 2008.
Finansbank had total assets of TRY30.1 billion (US$19.9 billion)
under BRSA at the end of December 2008.

HSBC Bank AS had total assets of TRY14.6 billion (US$9.6 billion)
under IFRS at the end of December 2008.

T.C. Ziraat Bankasi had total assets of TRY104.4 billion
(US$77.6 billion) under BRSA at the end of December 2008.

Turk Ekonomi Bankasi had total assets of TRY17.0 billion
(US$11.2 billion) under IFRS at the end of December 2008.

Turkiye Garanti Bankasi had total assets of TRY98.2 billion
(US$69.7 billion) under IFRS at the end of December 2008.

Turkiye Is Bankasi had total assets of TRY97.5 billion
(US$63.4 billion) under IFRS at the end of December 2008.

Turkiye Sinai Kalkinma Bankasi had total assets of TRY6.3 billion
(US$4.2 billion) under IFRS at the end of December 2008.

Turkiye Vakiflar Bankasi had total assets of TRY54.6 billion
(US$35.9 billion) under BRSA at the end of December 2008.

Yapi ve Kredi Bankasi had total assets of TRY69.9 billion
(US$46.0 billion) under IFRS at the end of December 2008.

Export Credit Bank of Turkey had total assets of TRY4.9 billion
(US$3.2 billion) under IFRS at the end of December 2008.


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


ALFA-BANK UKRAINE: S&P Cuts Counterparty Credit Ratings to 'SD/SD'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
long-term and short-term counterparty credit ratings on Alfa-Bank
Ukraine to 'SD/SD' (selective default) from 'CC/C'.  At the same
time, the Ukrainian national scale rating was downgraded to 'SD'
from 'uaCC'.  S&P also removed all the ratings from CreditWatch
with negative implications, where they were placed on July 3,
2009.

"The downgrade follows the announcement that on July 31, 2009, the
bank completed a debt exchange for the US$250 million 12% loan
participation notes due 2011 that Ukraine Issuance PLC had
issued," said Standard & Poor's credit analyst Ekaterina
Trofimova.

The bank has obtained the exchange consent from more than 80% of
the noteholders and plans to complete an exchange of two other LP
notes in the coming days.  The three LP notes total approximately
US$1.0 billion and represent about one-third of ABU's liabilities.

Upon completion of the exchange of all three notes, the bank will
issue new notes and make upfront cash payments, which combined are
equal to 100% of the principal amount of the restructured LP
notes.  The new notes have a higher coupon of 13%.  The maturity
of the new notes extends to 2012, beyond the maturity of the LP
notes, one of which matures in December 2009.  Another has a
put option in August 2009.   S&P's criteria, S&P consider this
proposed debt restructuring to be a "distressed exchange" and
therefore tantamount to a default, because the new securities'
maturities extend beyond those of the original securities.  ABU
continues to honor its other debt obligations.

On March 31, 2009, ABU reported total assets of US$3.5 billion and
ranked among the top 10 banks in Ukraine with a market share of
about 3.5%.  ABU is almost 100%-owned by Alfa Group Consortium
(AGC; not rated), one of Russia's largest conglomerates.  ABU is a
sister bank of Russia-based OJSC Alfa-Bank. (BB-/Watch Neg/B,
ruAA-/Watch Neg/--).  The group has supported ABU's liquidity
and capital position and the upfront cash portion of the exchange
offer.

Related-party funding represents about a quarter of the bank's
liabilities.  However, the group's support has not been sufficient
to prevent the bank from the debt restructuring and S&P view the
bank as a nonstrategically important subsidiary under S&P's
methodology.

"Following the completion of the exchange of the three LP notes
and a review of ABU's liabilities, S&P intend to reassess ABU's
liquidity profile and credit standing, and revise S&P's ratings
accordingly," said Ms. Trofimova.

The debt restructuring, including the extension of maturities,
should reduce near-term pressure on liquidity and refinancing.
Nonetheless, S&P expects the Ukrainian financial sector to remain
highly risky for the rest of 2009 and into 2010.


BUSINESS ALLIANCE: Creditors Must File Claims by August 9
---------------------------------------------------------
Creditors of LLC Business Alliance (code EDRPOU 32786778) have
until August 9, 2009, to submit proofs of claim to:

         D. Geraschenko
         Insolvency Manager
         Post Office Box 7611
         69002 Zaporozhye
         Ukraine

The Economic Court of Zaporozhye commenced bankruptcy proceedings
against the company on June 18, 2004.  The case is docketed under
Case No. 25/86/09.

The Court is located at:

         The Economic Court of Zaporozhye
         Shaumian Str. 4
         69600 Zaporozhye
         Ukraine

The Debtor can be reached at:

         LLC Business Alliance
         Office 40
         Respublikanskaya Str. 57
         69067 Zaporozhye
         Ukraine


EUROBUD+ LLC: Creditors Must File Claims by August 8
----------------------------------------------------
Creditors of LLC Eurobud+ (code EDRPOU 32867055) have until
August 8, 2009, to submit proofs of claim to:

         A. Romanovsky
         Insolvency Manager
         Office 334
         Geroyev Truda Str. 70
         61121 Kharkov
         Ukraine

The Economic Court of Kharkov commenced bankruptcy proceedings
against the company on June 22, 2009.  The case is docketed under
Case No. B-19/91-09.

The Court is located at:

         The Economic Court of Kharkov
         Svoboda Square 5
         61022 Kharkov
         Ukraine


GORODISCHE INDUSTRIAL: Creditors Must File Claims by August 9
-------------------------------------------------------------
Creditors of LLC Gorodische Industrial Group (code EDRPOU
30285663) have until August 9, 2009, to submit proofs of claim to:

         State Tax Inspection in Gorodische District
         Insolvency Manager
         Mir Str. 119
         Gorodische
         19500 Cherkassy
         Ukraine

The Economic Court of Cherkassy commenced bankruptcy proceedings
against the company on May 18, 2009.  The case is docketed under
Case No. 01/1260.

The Court is located at:

         The Economic Court of Cherkassy
         Shevchenko Boulevard 307
         18004 Cherkassy
         Ukraine

The Debtor can be reached at:

         LLC Gorodische Industrial Group
         O. Ukrainsky str. 7a
         Gorodische
         19500 Cherkassy
         Ukraine


KHARKOV PRINTING: Creditors Must File Claims by August 8
--------------------------------------------------------
Creditors of CJSC Kharkov Printing House 16 (code EDRPOU 02470551)
have until August 8, 2009, to submit proofs of claim to:

         D. Zaporozhets
         Insolvency Manager
         Office 50
         Ac. Liapunov Str. 11
         61166 Kharkov
         Ukraine

The Economic Court of Kharkov commenced bankruptcy proceedings
against the company on June 22, 2009.  The case is docketed under
Case No. B-19/90-09.

The Court is located at:

         The Economic Court of Kharkov
         Svoboda Square 5
         61022 Kharkov
         Ukraine


ISTMEDPHARM GROUP: Creditors Must File Claims by August 9
---------------------------------------------------------
Creditors of LLC Istmedpharm Group (code EDRPOU 34726804) have
until August 9, 2009, to submit proofs of claim to:

         V. Shevchenko
         Insolvency Manager
         Office 199
         Kniazhy Zaton Str. 12
         02095 Kiev
         Ukraine

The Economic Court of Kiev commenced bankruptcy proceedings
against the company on July 7, 2009.  The case is docketed under
Case No. 44/360-b.

The Court is located at:

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

The Debtor can be reached at:

         LLC Istmedpharm Group
         M. Raskovaya Str. 4-A
         02002 Kiev
         Ukraine


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


CARDALE GROUP: Businesses and Assets Up for Sale
-------------------------------------------------
The businesses and assets of the trading companies owned wholly or
partly, by or connected with, the Cardale Group, a manufacturer or
diversified residential garage doors, are for sale as a result of
administration.  The group has approximately 40% of the UK market.

Cardale Group Limited (In Administration)

   -- head office, holding company and located at Brackley

Cardale Doors Limited (In Administration)

   -- manufacturer of steel, timber and roller residential garage
      doors

   -- located at Brackley, Luton and Scunthorpe

   -- 200 employees;

   -- turnover GBP12.8 million

   -- general production line including powder coating.

Bowburn Limited (In Administration)

   -- manufactures branded garage doors
   -- 80 employees
   -- leasehold property in Bowburn near Durham
   -- annualized turnover GBP8 million
   -- computerized production line including painting

Wessex Garage Doors Limited (In Administration)

   -- manufactures GRP fibreglass residential garage doors and
      RTM mouldings

   – 90 employees

   -- leasehold property in Verwood, New Forest

   -- turnover GBP5.8 million

   -- manufacturing facility

Cardale Properties Limited (In Administration)

    -- owns three freehold properties at Brackley, Vernwood and
       Luton occupied by group

For futher information, contact:

         Joel Goschalk
         RSM Bentley Jennison
         Tel: +44(0) 207 920 3200
         Fax: +44(0) 207 920 3201
         E-mail: Joel.Goschalk@rsmbentleyjennisoncr.com
         45 Moorfields
         London, EC2Y 9AE


CO-OPERATIVE BANK: Moody's Cuts Bank Strength Rating to 'D+'
------------------------------------------------------------
Moody's has confirmed the A2/Prime-1 bank deposit and senior debt
ratings of The Co-operative Bank and at the same time downgraded
the bank financial strength rating to D+ (mapping to a baseline
credit assessment -- "BCA" -- of Baa3) from C- (BCA: Baa1).  The
A2/Prime-1 bank deposit ratings and the BFSR of D+ of Britannia
Building Society are confirmed and will be withdrawn.  Dated
subordinated debt of Co-operative Bank is downgraded to Ba1 from
Baa2 while the dated subordinated debt of Britannia is upgraded to
Ba1 from Ba2.  The permanent subordinated bonds (previously
Britannia's Permanent Interest Bearing Shares) are upgraded to Ba3
from B1.  The outlook is stable on all these ratings.  This rating
action concludes the review initiated on the ratings of the Co-
operative Bank on 12 May, 2009, and on Britannia's ratings on 14
April, 2009.

These rating actions follow the merger of the two entities,
completed on August 1, 2009.  The merger was enabled by the
Butterfill Act that became law in March 2009 and which act now
allows mergers between different types of mutual institutions.
The structure of the merger is such that the assets and
liabilities of Britannia have been merged into Co-operative Bank
and the members of Britannia have become members of the Co-
operative Group, the ultimate parent of the bank.

Ross Abercromby, the lead analyst for Co-operative Bank at Moody's
said that "the confirmation of the A2/P-1 bank deposit and senior
debt ratings of the bank reflects the increased systemic
importance as a result of the merger, which offsets some of the
credit pressures that the bank is facing.  Following the merger
the bank's market shares in deposits and mortgage lending have
increased and these, together with the bank's position in the
clearing system, has further solidified the bank's systemic
importance.  The combined entity has total assets of over
GBP50 billion and an expanded nationwide franchise, including over
300 branches."

The downgrade of Co-operative Bank's BFSR to D+ is a result of the
weaker asset quality and higher risk profile of elements of the
BCIG mortgage book at Britannia, although this is mitigated to a
certain degree by the strong funding profile of the combined
entity.  Moody's also recognizes that the fair valuing of
Britannia's balance sheet should also lead to a reduction in
likely losses from this source in the future.  The rating agency
also highlighted the challenges that the bank will face in
managing a merger of this size in the current difficult market
conditions.

Subordinated debt is now rated Ba1, one notch below the BCA of
Baa3 and the permanent subordinated bonds (previously Britannia's
Permanent Interest Bearing Shares) are now rated Ba3, three
notches below the BCA.  These ratings are notched from the BCA and
therefore do not incorporate systemic support, reflecting Moody's
view that systemic support may not be extended to these
instruments in the UK, in the case of financial distress.

The stable outlook on the D+ BFSR reflects that the stronger
position of Co-operative Bank, together with the fair valuing of
Britannia's balance sheet, provides stability at the D+ level.
Given the combined entity's increased systemic importance Moody's
also believes that there is limited downside risk to the bank
deposit and senior debt ratings of the bank and this is reflected
in the stable outlook.

Moody's last rating action on Co-operative Bank was on May 12,
2009, when the BFSR was downgraded to C- from C and the A2 long-
term bank deposit and senior debt rating was placed on review for
possible downgrade.

Moody's previous rating action on Britannia was on April 14, 2009,
when the BFSR was downgraded to D+, from C, and placed on review
for direction uncertain, and the A2 long-term bank deposit and
senior debt rating was placed on review for possible downgrade.

Co-operative Bank is headquartered in Manchester, United Kingdom,
and Britannia was headquartered in Leek, United Kingdom.


COBRA BEER: Owes GBP71.7 Mil. to Non-Preferential Creditors
-----------------------------------------------------------
Jonathan Sibun at Telegraph.co.uk, citing documents filed last
week at Companies House, reports that Cobra Beer, which fell into
administration earlier this year, owed GBP71.7 million to several
non-preferential creditors, including Och-Ziff, the US hedge fund.

According to Telegraph.co.uk, the US investor made a GBP47 million
loss from the collapse of Cobra.

Telegraph.co.uk discloses other non-preferential creditors
included Javelin Group, a financing house, that was owed GBP6.9
million, while LHE Finance, a fellow financing firm, was owed
GBP1.2 million.  PricewaterhouseCoopers, the administrator, has
told those creditors there will be no payout, Telegraph.co.uk
notes.

                             Pre-Pack

On June 2, 2009, the Troubled Company Reporter-Europe, citing The
Sunday Times, reported that Cobra was bought out of administration
via a GBP14 million pre-pack deal.  The Sunday Times disclosed
Cobra was acquired by Molson Coors, maker of Carling lager, in a
joint venture with Lord Bilimoria.

According to Telegraph.co.uk, Lord Bilmoria was forced to put the
company into administration after failing to secure a sale or a
company voluntary arrangement (CVA).  Citing the administrators,
Telegraph.co.uk said the company had run into financial
difficulties as a result of the economic downturn.

Cobra Beer -- http://www.cobrabeer.com/-- is a British beer
company based in Fulham, south west London.


DAWSON HOLDINGS: Sells Bulk of Dawson News to Rivals for GBP2 Mln
-----------------------------------------------------------------
Dawson Holdings plc has sold the bulk of Dawson News, its
newspaper and magazine wholesale distribution business which fell
into administration after the loss of key contracts, to rivals
Smiths News and John Menzies for GBP2 million, safeguarding about
2,500 jobs.

According to the report, Smiths News paid GBP1.5 million for
assets including the leases on 20 of Dawson's depots, IT
equipment, vans and benches in a deal that will involve 1,800
Dawson staff transferring to Smiths.  Menzies, the report
discloses, will pay GBP500,000 for most of the rest of Dawson
News' assets and that will involve the transfer of the unit’s 700
remaining staff.

The report relates Nigel Freer, the chairman of Dawson Holdings,
said, "Regrettably there is no viable alternative for Dawson News,
other than its administration.  However, our three continuing
businesses carry on trading normally and we have great confidence
in their future."

The three remaining businesses supply newspapers and magazines to
airlines, provide marketing services and distribute books to
academic institutions, the report states.

Dawson Holdings Plc -- http://www.dawson.co.uk/-- is a United
Kingdom-based company.  The Company is engaged in the distribution
of newspapers, magazines, books and the provision of marketing
support services.  The Company operates in four business segment:
Dawson News, Dawson Media Direct, Dawson Books and Dawson
Marketing Services.  Dawson News provides wholesale and specialist
news distribution services.  Dawson Media Direct (DMD) provides
in-flight management services, including specialist distribution
to the airline industry, as well as niche delivery. Dawson Books
provides shelf-ready books, and a variety of added value services,
to professional, academic, corporate and public library markets
worldwide.  Dawson Marketing Services (DMS) provides marketing
support and logistics services through the effective integration
of stock management, Web reporting and distribution arrangements.


FIRTH RIXSON: Secures Loan Waiver; Oakhill to Inject GBP100 Mil.
----------------------------------------------------------------
Alasdair Reilly at Reuters, citing two bankers, reports that Firth
Rixson Ltd. has secured a loan waiver from its lenders which will
reset loan covenants and see Oak Hill Capital Partners put GBP100
million of new equity into the deal.

According to Reuters, one of the bankers said the majority of the
equity injection will be used to repay part of the company's
GBP450 million (US$741.7 million) senior leveraged loan at face
value.

Reuters recalls Firth Rixson was bought out by Oak Hill in 2007
backed with GBP625 million in loans arranged by GE Commercial
Finance, Lehman Brothers and Lloyds TSB.  The financing was split
into GBP450 million of senior debt and a GBP175 million mezzanine
facility, Reuters discloses.

Headquartered in Sheffield, UK, Firth Rixson Ltd. --
http://www.firthrixson.com/-- serves customers worldwide in
market sectors such as aerospace, defense, power generation,
transportation,petrochemical, medical and general industrial.
Firth Rixson owns 11 operating facilities in North America, Europe
and Asia.  It is owned by OakHill Capital Partners.


GEMMA ELECTRONICS: Business and Assets Up for Sale
--------------------------------------------------
Julie Palmer and Anthony Fanshawe, the joint administrators of
Whiteley Electronics Limited and Gemma Electronics Limited, offer
for sale as a going concern the companies' businesses and assets.

The companies' core activities are:

   -- fabrication and installation of passenger information
      systems in trains;

   -- fabrication of PCBs;

   -- fabrication and installation of LED lighting solutions; and

   -- associated research and development.

Workforce of 150 employees.

Operating from:

   -- freehold premises in Mansfield, Notts; and
   -- leasehold premises in Costham, Hants.

Total Turnover has been in the region of GBP9 million per annum
across the group.

For further information, contact:

         Simon Campbell
         Julie Palmer
         Begbies Traynor
         65 St. Edmund Church Street
         Salisbury, SP1 1EF,
         Fax: 01722 421102
         E-mail: simon.campbell@begbies-traynor.com
                 Julie.palmer@begbies-traynor.com


GUARDIAN MEDIA: Observer Newspaper Faces Closure Amid Losses
------------------------------------------------------------
Dan Sabbagh at The Times reports that Carolyn McCall, the chief
executive of Guardian Media Group, said that a closure of The
Observer, the world's oldest Sunday newspaper, was being actively
considered as a solution to its mounting losses.

The Times relates in a memo sent to all staff Ms. McCall, who runs
the Guardian Media Group, said that all options were under
consideration as the company tries to cut losses that totaled just
short of GBP90 million last year.  The chief executive, as cited
by the Times, said Guardian Media Group, which also owns The
Guardian newspaper, was grappling with both the recession and
"structural change" as advertising migrates online.  The company,
the Times discloses, is in the middle of an operational review,
involving Alan Rusbridger, the Editor-in-Chief for both
newspapers, and John Mullholland, the Editor of The Observer,
which will present its initial results in the autumn.

According to the Times, it is estimated that losses at The
Observer are running at GBP20 million out of a total operating
loss of GBP61.2 million for The Guardian and The Observer
combined.

The Observer was founded in 1791, and was acquired by Guardian
Media Group from Tiny Rowland's Lonrho in 1993.


MONEY PARTNERS: S&P Lowers Rating on Class B1 Notes to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered and removed from
CreditWatch negative its credit ratings on the class M2a and M2b
notes issued by Money Partners Securities 2 PLC.  At the same
time, S&P lowered its rating on the class B1 notes and affirmed
all the remaining notes

The rating actions follow S&P's credit and cash flow review of the
most recent transaction information that S&P has received.  This
analysis showed that the class M2a, M2b, and B1 notes could no
longer withstand their respective rating stresses.

Collection rates increased to 66.0% in May from 64.7% in February.
The monthly investor reports show further increases up to 83.2% in
June.  In S&P's opinion, this increase is due to a decrease in
monthly payments as interest rates have fallen.  However, excess
spread fell to 60 bps from 156 bps, and S&P believes a reserve
fund draw is now likely in August as further losses are realized
on sold repossessions.

As U.K. house prices have fallen, losses have increased
significantly. Since August 2008, cumulative losses have increased
to 2.7% in May 2009 from 1.9%.  The loss severity since issuance
continues to rise and was 31.1% in June.

                           Ratings List

                  Money Partners Securities 2 PLC
                EUR191.2 Million, GBP234.7 Million,
      and US$78.0 Million Mortgage-Backed Floating-Rate Notes

                           Rating Lowered

                                 Rating
                                 ------
             Class        To                    From
             -----        --                    ----
             B1           BB                    BB+

       Ratings Lowered and Removed From CreditWatch Negative

                              Rating
                              ------
          Class        To                    From
          -----        --                    ----
          M2a          A-                    A/Watch Neg
          M2b          A-                    A/Watch Neg

                         Ratings Affirmed

                       Class        Rating
                       -----        ------
                       A2a          AAA
                       A2a DAC-11   AAA
                       A2c          AAA
                       A2c DAC-11   AAA
                       M1a          AA
                       M1b          AA
                       MERCs        AAA


PREMIUM BARS: Sale Talks with Reuben Brothers Collapse
------------------------------------------------------
Dominic Walsh at The Times reports that talks over the sale of
Premium Bars & Restaurants to the Reuben brothers have collapsed,
casting doubt on the company's future.

According to the report, although the Reubens are understood to
remain interested, exclusive negotiations over a GBP48 million
deal fell apart at the end of last week after the men, who already
own 32.5 per cent of PBR, sought to alter the terms.  The report
relates sources close to the talks suggested that the brothers,
who would have acquired the company via a pre-pack administration,
had sought to change the structure of the deal, reducing the
amount of debt they would have assumed, to reflect a sharp decline
in the trading performance of the group's 48 outlets.  However,
the group's bankers, led by Royal Bank of Scotland (RBS), are
thought to have balked at the idea of having to write off a large
chunk of PBR’s debt of more than GBP40 million, the report notes.

The report says the collapse of talks appears to make
administration almost inevitable, with BDO Stoy Hayward on standby
to step in.

The report recalls shares in PBR, which started life as Ultimate
Leisure, slumped by 99 per cent over the previous year when the
shares were suspended, giving it a stock market value of only
GBP700,000.  The group, the report discloses, posted a pre-tax
loss of GBP21.4 million for the year to the end of June, including
GBP20.5 million of one-off charges.

Premium Bars & Restaurants plc -- http://www.pbr.uk.com/-- is a
leisure company incorporated in the UK in 1997.  The company has a
diverse portfolio of over 50 bars, restaurants and clubs in the
UK, as well as two hotels, The Waterside on Newcastle's quayside
and The Rex in Whitley Bay.  Its bars and restaurants trade under
the names of The Living Room, Prohibition Bar & Grill and Bel and
The Dragon.


S LYLES: Administrators Put Business and Assets Up for Sale
-----------------------------------------------------------
Graham Newton and Toby Underwood of BDO Stoy Hayward LLP, S Lyles
Sons & Co.'s joint administrators, invite offers for the sale of
the company's business and assets.

The company is a manufacturer of woolen spun yarns primary for use
in the carpet and floor covering industry.

For further details, please contact:

         George Herd
         Tel: 0113 244 3839
         E-mail: george.herd@bdo.co.uk
         Web site: www.bdo.co.uk


STABLE HOLDINGS: In Administration; PwC Appointed
-------------------------------------------------
Bruce Cartwright and Laurie Manson of PricewaterhouseCoopers LLP
were appointed as joint administrators of Stable Holdings Limited,
Stable Leasing Limited, Stable Services Limited and Holsco Limited
(the Group) on August 3, 2009.

The Aberdeen-based group is a niche operator in the oil and gas
industry; manufacturing, renting and trading down-hole tools to
drilling sub-contractors and employs 79 people in Aberdeen.

Bruce Cartwright, joint administrator, said: "Following a buy-out
in December 2006, the Group has grown from an annual turnover of 7
million to 22 million.  Despite a good underlying business, due to
rapid expansion in a challenging economic climate, pressure has
been put on working capital.  It is with regret that we have had
to make 36 redundancies upon appointment.

"We intend to pursue a sale of the business and assets of the
Group as a going concern.  While a buyer for the business is
sought, we will work with the Companys existing management team.
There are no further redundancies at this time."

Rod Coffey, Group CEO said: "We are all hoping that a buyer or an
investor can be found quickly to save the undoubted potential of
this company."


SUSTAINABLE LEISURE: Joint Liquidators Selling Business and Assets
------------------------------------------------------------------
KPMG LLP's joint administrators, Brian Green and Mark Firmin,
offer for sale the business and assets of Sustainable Leisure
Limited.

Prinicpal features of the business include:

  -- Natures Point, a holiday home site situated on a cliff top
     sea view location in Porth Pistyll, North Wales which opened
     in April 2009.

  -- The site includes eight high specification and luxurious
     converted barns and eight lodges, with planning permission
     for a further 20 lodges.

  -- A neighboring plot of land with planning permission for the
     conversion of a former hotel property into 14 apartments.

  -- Both sites occupy an approximate area of 4-5 acres.

  -- Also available is a former dairy farm situated on around 100
     acres of land near Caernarfon.

For further information, please contact:

                Nadeem Sweiss
                Tel: 0161 838 4000
                Fax: 0161 838 4089
                E-mail: Nadeem.sweiss@kp

Sustainable Leisure Limited is a private limited company located
in Altrincham, United Kingdom.  The company is in administration.


WHITELEY ELECTRONICS: Business and Assets Up for Sale
-----------------------------------------------------
Julie Palmer and Anthony Fanshawe, the joint administrators of
Whiteley Electronics Limited and Gemma Electronics Limited, offer
for sale as a going concern the companies' businesses and assets.

The companies' core activities are:

   -- fabrication and installation of passenger information
      systems in trains;

   -- fabrication of PCBs;

   -- fabrication and installation of LED lighting solutions; and

   -- associated research and development.

Workforce of 150 employees.

Operating from:

   -- freehold premises in Mansfield, Notts; and
   -- leasehold premises in Costham, Hants.

Total Turnover has been in the region of GBP9 million per annum
across the group.

For further information, contact:

         Simon Campbell
         Julie Palmer
         Begbies Traynor
         65 St. Edmund Church Street
         Salisbury, SP1 1EF,
         Fax: 01722 421102
         E-mail: simon.campbell@begbies-traynor.com
                 Julie.palmer@begbies-traynor.com


* UK: Administrations Up 18% in First Half of 2009, Deloitte Says
-----------------------------------------------------------------
The number of companies falling into administration increased by
18% in the first half of 2009, compared with the same period last
year, according to analysis by Deloitte, the business advisory
firm.  However, there does appear to have been a slow down in the
trend of corporate distress when comparing business failure for
the first half of 2009 with the second half of 2008:
administrations are up just 2%.  Furthermore, administrations fell
21% in April June compared with the previous three months.

Lee Manning, reorganization services partner at Deloitte,
commented: "While the total level of administrations remains high,
there appear to be signs that the level of administrations may
have reached a plateau.  This is certainly evidenced in both the
property and recruitment sectors: while year on year the number of
administrations have increased by 19% and 26% respectively, the
failure rate compared to the last 6 months of 2008 has fallen,
both down 6% and 5% respectively indicating that perhaps these
sectors have seen the worst of the downturn.

"The rapid descent into recession hit businesses very hard and
many were unable to adjust at the pace required.  More recently,
we have seen aggressive action to firm up balance sheets and
companies engaging in different forms of restructuring activity,
with debt for equity swaps becoming increasingly popular in the
mid-market.  The trend towards using a CVA as a restructuring tool
is also on the increase.  This is not to say our problems are
over.  We are moving to the point where total casualties year on
year are so high that a modest positive swing masks the reality of
the underlying problem.  Market conditions remain desperately
tough and high numbers of corporate failures are likely to
continue for some time until liquidity returns to the economy.

"While the retail sector has seen an increase of 30% in the number
of administrations, compared to the same period last year, the
figures remain stagnant over the last six months of 2008, with 167
retail administrations in the first six months of the year
compared with 168 in the previous.

"As consumer confidence waned, retailers were the first to feel
the pressure with reduced spending and a reduction, or in some
cases the withdrawal, of credit insurance.  Since then many
retailers have taken rapid and effective action to strengthen
their finances. The sector is by no means out of the woods, and
the scale of challenges facing retailers will continue to put
pressure on the sector as the year progresses.  However, we expect
to see an increase in the use of CVAs to help resolve financing
challenges for retailers."

Retail administrations:

Q1 2009 113 administrations
Q2 2009 54 administrations
Q1 2008 - 56 administrations
Q2 2008 72 administrations

Key highlights:

Total administrations for H1 09 up, from 1,402 in H1 08, to 1,654
in H1 09; Q2 09 down 21% from 922 in Q1 09 to 732, and up 16% on
Q2 08 from 631;

Manufacturing saw a drop of 25% in the number of administrations
quarter on quarter, but up 32% compared with H1 08, and up 28% on
H2 08;

Recruitment experienced a decline of 28% in Q2 09 compared with Q1
09, a drop of 5% on H2 08, but an increase of 26% compared with H1
08.


* ABI Seeks to Improve Transparency of UK Pre-Pack Administrations
------------------------------------------------------------------
The ABI is calling for reforms to the system that regulates
pre-pack administrations, to give unsecured creditors more
protection against business failures.  A pre-pack is the process
of selling an insolvent company straight after it enters
administration, enabling it to trade under the same name and with
the same management, but with unsecured creditors highly unlikely
to recoup any of their losses.  The ABI said it has written to the
Insolvency Service, proposing enhancements to its Statement of
Insolvency Practice 16 (SIP 16), which regulates the actions of
insolvency practitioners acting in a pre-pack administration.  The
ABI's recommendations include:

    * Strengthening implementation of SIP 16 to ensure compliance,
      possibly by the Insolvency Service assuming direct
      responsibility for enforcement.

    * A ban on the same insolvency practitioner acting as adviser
      to a distressed company both before and immediately after
      administration, thus introducing a second pair of eyes into
      the pre-pack process to ensure that the proposed
      arrangements are genuinely in the best interests of all
      creditors.

    * Insolvency practitioners having a duty to return any unsold
      goods without undue delay.

Nick Starling, the ABI's Director of General Insurance and Health,
said: "Recent developments in the UK insolvency regime have had a
disproportionately negative effect on unsecured creditors.  A
system designed to promote corporate survival and employment risks
preserving large companies at the expense of their smaller
suppliers, potentially leading to more jobs lost than saved.

The ABI said its main concerns are the complete lack of
transparency in pre- pack administrations, and the absence of a
voice for unsecured creditors during the insolvency process.

According to the ABI, often suppliers are trading blindly with a
company that knows its about to enter into a pre-pack, right up
until when the deal is done.  The ABI said suppliers with trade
credit insurance will be covered for their losses, but the lack of
transparency leaves insurers facing an unlevel playing field and
uninsured suppliers out in the cold.


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


* S&P Cuts Ratings on 44 Tranches From 41 European CDOs to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings to
'CC' from 'CCC-' on 44 tranches issued in 41 European synthetic
collateralized debt obligation transactions.


* S&P Takes Rating Actions on 10 European Synthetic CDO Tranches
----------------------------------------------------------------
Standard & Poor's Ratings Services took credit rating actions on
10 European synthetic collateralized debt obligation tranches
following recent rating changes on the underlying collateral or
obligor in these deals.

Specifically, S&P:

* Raised and removed from CreditWatch negative the rating on one
  tranche;

* Lowered and kept on CreditWatch negative the ratings on four
  tranches;

* Lowered and removed from CreditWatch negative the ratings on
  four tranches;

* Placed on CreditWatch negative the rating on one tranche.

                           Ratings List

       Rating Raised and Removed From Creditwatch Negative

                         Elva Funding PLC
      EUR43 Million Secured Credit-Linked Variable-Rate Notes
                          Series 2006-51

                        Rating
                        ------
                 To                From
                 --                ----
                 B                 CCC-/Watch Neg

         Ratings Lowered and Kept on Creditwatch Negative

                       Classic Finance B.V.
      EUR50 Million Secured Variable-Rate Notes Series 2004-3

                        Rating
                        ------
                 To                From
                 --                ----
                 BB+/Watch Neg     A-/Watch Neg

                      Edam Funding One Ltd.
EUR20 Million Limited Recourse Floating-Rate Credit-Linked Notes
                          Series 2006-1

                        Rating
                        ------
                 To                From
                 --                ----
                 BB+/Watch Neg     BBB-/Watch Neg

                      Edam Funding One Ltd.
EUR25 Million Limited Recourse Floating-Rate Credit-Linked Notes
                         Series 2006-02

                        Rating
                        ------
                 To                From
                 --                ----
                 BB+/Watch Neg     BBB-/Watch Neg

                       Edam Funding One Ltd.
EUR20 Million Limited-Recourse Floating-Rate Credit-Linked Notes
                          Series 2006-03

                        Rating
                        ------
                 To                From
                 --                ----
                 BB+/Watch Neg     BBB-/Watch Neg

      Ratings Lowered and Removed From Creditwatch Negative

                      Edam Funding One Ltd.
EUR15 Million Limited-Recourse Floating-Rate Credit-Linked Notes
                           Series 05-03

                        Rating
                        ------
                 To                From
                 --                ----
                 CCC-              CCC/Watch Neg

                       Edam Funding One Ltd.
EUR20 Million Limited-Recourse Floating-Rate Credit-Linked Notes
                          Series 2007-1

                        Rating
                        ------
                 To                From
                 --                ----
                 CCC-              CCC/Watch Neg

                            SOMF Ltd.
            GBP200 Million Secured Floating-Rate Notes

                              Rating
                              ------
          Class         To                From
          -----         --                ----
          Class A1      BBB-              AAA/Watch Neg
          Class A2      BBB-              AAA/Watch Neg

              Rating Placed on Creditwatch Negative

                    Aquarius + Investments PLC
    EUR100 Million Secured-Senior Floating-Rate Notes Series 1

                        Rating
                        ------
                 To                From
                 --                ----
                 AA-/Watch Neg     AA-

                            *********

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

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

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

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

                            *********


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

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

Copyright 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 * * *