TCREUR_Public/100507.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

             Friday, May 7, 2010, Vol. 11, No. 089

                            Headlines



A U S T R I A

AVW INVEST: Liquidator Opts to Shut Down Business


C Z E C H   R E P U B L I C

OP PROSTEJOV: Creditors May Have Abused Insolvency Act


G E R M A N Y

ARCANDOR AG: Karstadt Unit Attracts Third Potential Buyer
KLOECKNER & CO: S&P Gives Stable Outlook; Affirms 'BB' Rating
SUNRISE SENIOR LIVING: Closes Deals with Lenders of German Units


G R E E C E

ALMATIS BV: Wants Bankruptcy Order Enforcing Automatic Stay
ALMATIS BV: Bankruptcy Filing Irks Dubai International Capital

* GREECE: Merkel Calls on German Parliament to Back Bailout
* GREECE: Societe Generale Has EUR3-Bil. Exposure to Gov't Debt


I R E L A N D

QUINN INSURANCE: Sean Quinn to Step Down From Parent's Board
WESTLB COVERED: Moody's to Withdraw E+ Financial Strength Rating
XL CAPITAL: Shareholders Approve Re-domestication to Ireland


I T A L Y

PIAGGIO & C: Moody's Gives Stable Outlook on 'Ba2' Corp. Rating


L U X E M B O U R G

INTELSAT SA: Delays Registration Statement for Resale of PIK Notes
TMD FRICTION: Moody's Assigns 'B3' Corporate Family Rating
TMD FRICTION: S&P Assigns 'B' Long-Term Corporate Credit Rating


P O R T U G A L

BANCO BPI: Moody's Reviews Ba2 Rating on Tier 1 Instruments
BANCO INTERNACIONAL: Moody's Puts 'D-' BFSR Under Review
BANCO COMERCIAL: Moody's Puts 'D+' BFSR Under Review
BANCO PORTUGUES: Moody's Affirms 'E+' Financial Strength Rating
CAIXA ECONOMICA: Moody's Puts D BFSR Under Review for Downgrade

ESPIRITO SANTO: Moody's Reviews Ba2 Rating on Tier 1 Instruments


S P A I N

* SPAIN: Rival Parties Agree to Merger of Ailing Savings Banks


U N I T E D   K I N G D O M

ALBURN REAL: S&P Junks Ratings on Three Classes of Notes
BRITISH AIRWAYS: Price-Fixing Trial Postponed for Third Time
CORSAIR NO 3: Moody's Raises Rating on Series 24 Notes to 'Caa3'
EUROPEAN PRIME: S&P Junks Rating on Class D Notes From 'B-'
HEWDEN STUART: Acquired by Sun European Partners From Finning

I-LEVEL: Cashflow Problems Prompt Administration
NAFTOGAZ OF UKRAINE: Ukraine to Study Gazprom Merger Proposal
TATA STEEL: Corus Still In Talks to Find Buyer for Teeside Plant
URSUS EPC: Moody's Downgrades Ratings on Class E Notes to 'C'

* UNITED KINGDOM: May Be Hit by Greek Crisis Contagion


X X X X X X X X

* BOOK REVIEW: Corporate Turnaround - How Managers Turn Losers




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A U S T R I A
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AVW INVEST: Liquidator Opts to Shut Down Business
-------------------------------------------------
Zoe Schneeweiss at Bloomberg News reports that AvW Invest AG said
that its liquidator has decided to close down the company.  AvW
Invest AG is an Austrian investment and venture-capital company.


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C Z E C H   R E P U B L I C
===========================


OP PROSTEJOV: Creditors May Have Abused Insolvency Act
------------------------------------------------------
Stephan Delbos at The Prague Post reports that Textil Invest's
vested interest in OP Prostejov's production line and Regional
Court's refusal to allow Ceska sporitelna to reorganize the
company have prompted some to speculate that creditors may be
abusing the Insolvency Act, passed in 2008, which reinforces the
rights of creditors to force debtors into insolvency.

The Prague Post relates economist Lubos Smrcka of the University
of Economics in Prague wrote in the daily Hospodarske noviny
April 30 that often it is in creditors' best interests to allow a
company to fail rather than to reorganize.

"Textil Invest focuses on buying out and consequently selling
devices from bankrupt textile factories, which gives a rather
strange impression given the fact that the committee should lead
the company toward reorganization," Mr. Smrcka wrote, according to
the Prague Post.

Textil Invest -- which loaned OP Prostejov CZK60,000 the day
before the company announced its insolvency, thus securing a seat
on the creditors' committee -- is interested in "rescuing a viable
part of OP Prostejov," the Prague Post says, citing the company's
managing director, Jiri Karasek.  Textil Invest will purchase
sewing machines and other manufacturing material from OP
Prostejov, the Prague Post discloses.

The Prague Post recalls the Brno court denied Ceska sporitelna's
request to head the creditors committee to reorganize the company
twice, claiming the bank held unfair authority over the textile
manufacturer.

Ceska sporitelna is OP Prostejov's largest creditor, the Prague
Post notes.  The bank is owed CZK1.2 billion by the company,
according to the Prague Post.

The Prague Post recounts facing CZK104 million (US$5.4 million) in
losses for the first quarter of 2010 and debts to creditors of
CZK1.6 billion, OP Prostejov entered insolvency proceedings
March 5 and was granted a three-month moratorium to reorganize.
No agreement had been reached by an April 25 creditors' meeting,
however, and the creditors committee dissolved itself and failed
to elect a new committee, the Prague Post discloses.

OP Prostejov is a textile company based in the Czech Republic.


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G E R M A N Y
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ARCANDOR AG: Karstadt Unit Attracts Third Potential Buyer
---------------------------------------------------------
Tom Mulier at Bloomberg News reports that Klaus Hubert Goerg,
Arcandor AG's bankruptcy administrator, said the German retailer's
Karstadt department-store chain has attracted a third potential
suitor.

According to Bloomberg, Thomas Schulz, a spokesman for Mr. Goerg,
said the unidentified party has requested access to the
department-store chain's data room.

As reported by the Troubled Company Reporter-Europe on April 30,
2010, Reuters said Triton won more time to negotiate a deal to buy
Karstadt after asking for further concessions from workers and
landlords.  Reuters disclosed Mr. Goerg said the Karstadt
creditors committee agreed to extend the deadline for the sale to
May 28, having initially aimed to close the deal by the end of
April.

                        About Arcandor AG

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

As reported by the Troubled Company Reporter-Europe, a local court
in Essen formally opened insolvency proceedings for Arcandor on
September 1, 2009.  The proceedings started for the Arcandor
holding company and for 14 units, including the Karstadt
department-store chain and Primondo mail-order division.

Arcandor filed for bankruptcy protection after the German
government turned down its request for loan guarantees.  On
June 8, 2009, the government rejected two applications for help by
the company, which employs 43,000 people.  The retailer sought
loan guarantees of EUR650 million (US$904 million) from Germany's
Economy Fund program.  It also sought a further EUR437 million
from a state-owned bank.


KLOECKNER & CO: S&P Gives Stable Outlook; Affirms 'BB' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Germany-based steel distributor Kloeckner & Co. S.E. to stable
from negative.

At the same time, S&P affirmed the 'BB' long-term corporate credit
rating on the company and the 'B+' rating on the senior unsecured
debt issued by Kloeckner & Co. Financial Services S.A.  The
recovery ratings on the EUR97.9 million 6% convertible bonds due
2014 and the EUR325 million 1.5% senior unsecured convertible
bonds due 2012 both issued by KFS are unchanged at '6', indicating
S&P's expectation of negligible (0%-10%) recovery in the event of
a payment default.

"The outlook revision reflects S&P's opinion that Kloeckner's
operating performance should gradually improve through 2010 in
line with a moderate economic recovery and increased end-market
demand," said Standard & Poor's credit analyst Eve Greb.  "S&P
note that Kloeckner's profitability has improved since the third
quarter of 2009, owing to cost-cutting measures and more stable
selling prices.  Although S&P expects the steel market environment
to be still in recovery mode in 2010, S&P believes Kloeckner will
be able to benefit from some volume increase, mainly through
inventory build-up and some acquisitions."

In 2009, Kloeckner reported negative EBITDA of EUR68 million, due
mainly to falling volumes and simultaneously falling prices caused
by the industry downturn in the first half of 2009.  However,
EBITDA recovered in the second half of 2009 to positive
EUR17 million, due to higher prices and cost-cutting, and
management expects EBITDA in 2010 to be clearly positive.

Kloeckner reduced its net debt, according to Standard & Poor's
adjustments, to EUR285 million as of Dec. 31, 2009, from
EUR1.1 billion for 2008.  S&P include adjustments for pensions
(EUR162 million), operating leases (EUR170 million), and an
antitrust fine (EUR10 million) levied in December 2008.  This led
S&P to estimate Kloeckner's FFO-to-adjusted debt at negative 66%
(due to negative FFO), as of Dec. 31, 2009, compared with positive
27% on Dec. 31, 2008.

The stable outlook reflects S&P's expectation that recovering
economic conditions will result in improving operating performance
and credit ratios for Kloeckner in 2010.  "S&P believes Kloeckner
will be able to strengthen its credit ratios to levels S&P
considers commensurate with the rating category of FFO to adjusted
debt of 25%," said Ms. Greb.  S&P anticipates working capital
outflows if the economy picks up, although S&P expects FOCF to be
positive.


SUNRISE SENIOR LIVING: Closes Deals with Lenders of German Units
----------------------------------------------------------------
Sunrise Senior Living Inc. reported that it has completed the
restructuring transactions with three of the lenders to its German
subsidiaries, Capmark Finance Inc., Natixis, London Branch, and
Fortis Bank, UK Branch.  Under the restructure transactions, which
were first announced in October 2009, such lenders agreed to
settle and compromise claims that they may have had against
Sunrise with respect to its German subsidiaries.

Sunrise also said that it has entered into a partial settlement
and waiver declaration with Aareal Bank AG, pursuant to which
Sunrise will be released from its operating deficit and payment
guarantee obligations with respect to loans previously made by
Aareal to certain of Sunrise's German subsidiaries in exchange
for, among other things, a cash payment of EUR2.1 million.

Sunrise is actively working to settle and compromise claims that
one remaining lender to its German communities may have against
Sunrise.

"I am very grateful for the persistent work of my colleagues, our
advisors and our banks to accomplish this restructuring," said
Mark Ordan, Sunrise's chief executive officer.

                        Going Concern Doubt

According to the Troubled Company Reporter on March 3, 2010, Ernst
& Young LLP of McLean, Virginia, express substantial doubt about
Sunrise Senior Living Inc.'s ability as a going concern after
auditing the company's financial statement for the year ended Dec.
31, 2009.  The auditor said the Company cannot borrow under the
bank credit facility and the Company has significant debt maturing
in 2010 which it does not have the ability to repay.

                    Cash and Liquidity Update

Sunrise had US$39.3 million of unrestricted cash at Dec. 31, 2009.
Sunrise has no borrowing availability under its bank credit
facility, and has significant scheduled debt maturities in 2010
and significant debt that is in default.  As of December 31, 2009,
Sunrise had debt of US$440.2 million, of which US$227.2 million of
debt is scheduled to mature in 2010, including US$33.7 million
under
its bank credit facility, which is due in December 2010. Debt that
is in default totals US$317.2 million, including US$198.7 million
of
debt that is in default as a result of the failure to pay
principal and interest to the lenders of Sunrise's German
communities. Sunrise is seeking waivers with respect to existing
defaults to avoid acceleration of these obligations.

On Feb. 12, 2010, Sunrise extended US$56.9 million of debt that
was either past due or in default at December 31, 2009.  The debt
is associated with an operating community and two land parcels.
In connection with the extension, Sunrise (i) made a US$5.0
million principal payment at closing, (ii) extended the terms of
the debt to no earlier than December 2, 2010, (iii) provided for
an additional US$5.0 principal payment on or before July 31, 2010,
and, among other items, (iv) defaults under the loan agreements
were waived by the lenders.

                     About Sunrise Senior

McLean, Virginia-based Sunrise Senior Living --
http://www.sunriseseniorliving.com/-- employs 40,000 people.  As
of November 9, 2009, Sunrise operated 403 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of approximately 41,500 units.  Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing and rehabilitative services.  Sunrise's senior
living services are delivered by staff trained to encourage the
independence, preserve the dignity, enable freedom of choice and
protect the privacy of residents.

The Company reported US$910.58 million in total assets and
US$884.35 million in total liabilities, resulting to a
US$26.23 million stockholders' deficit as of Dec. 31, 2009.


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ALMATIS BV: Wants Bankruptcy Order Enforcing Automatic Stay
-----------------------------------------------------------
Almatis B.V. and its affiliated debtors sought and obtained an
interim order from the Bankruptcy Court, restraining their
creditors from taking any action that would violate the automatic
stay under Section 362 of the Bankruptcy Code, and prohibiting
the termination of their contracts.

Section 362 provides that the filing of a bankruptcy case
triggers an injunction against the continuance of an action by
any creditor against the debtor or its property.  The automatic
stay gives the debtor protection from its creditors subject to
the oversight of the bankruptcy judge.

Michael Rosenthal, Esq., at Gibson Dunn & Crutcher LLP, in New
York, asserted that a Bankruptcy Order clearly enforcing the
automatic stay is necessary since the Debtors have foreign
creditors and counterparties to contracts that are unaware of
U.S. bankruptcy laws.

"Due to this unfamiliarity, on or after the petition date,
certain foreign creditors may attempt to seize assets located
outside of the U.S. to the detriment of the Debtors, their
estates and creditors, or take other actions in contravention of
the automatic stay," Mr. Rosenthal said in court papers.

Almatis and its affiliates operate in the U.S., The Netherlands,
Germany, China, India, and Japan.  They operate nine production
facilities, four of which are located in the U.S.  They employ
about 850 workers, 300 of whom are employed in the U.S.

The Court will consider final approval of the Debtors' request at
a May 17, 2010 hearing.  Deadline for filing objections is
May 10.

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion as of the bankruptcy filing.

Almatis, operationally headquartered in Frankfurt, Germany, is a
global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  & German
Counsel: Linklaters LLP is the special English and German counsel
and De Brauw Blackstone Westbroek N.V. is Dutch counsel.  Epiq
Bankruptcy Solutions, LLC, serves as claims and notice agent.


ALMATIS BV: Bankruptcy Filing Irks Dubai International Capital
--------------------------------------------------------------
Almatis' Chapter 11 filing has earned the ire of private equity
fund, Dubai International Capital, which said it would vigorously
dispute the company's plan in court, according to a May 1 report
by The Financial Times' Anousha Sakoui.

Almatis, DIC's alumina business, filed for bankruptcy protection
on April 30 before the U.S. Bankruptcy Court for the Southern
District of New York in a bid to implement a prepackaged
restructuring plan that would see it taken over by Oaktree
Capital, the report said.

Oaktree Capital is the largest of Almatis' senior lenders, owning
about 46% of the company's senior debt.

Under the restructuring plan, Oaktree Capital would own about 80%
of Almatis after the restructuring.  The plan would more than
halve Almatis' debts to about US$422 million, with senior lenders,
which are owed about US$680 million, being offered options under
the plan, Financial Times reported.

DIC is opposing the plan as it will wipe out its equity stake as
well as the debt claims of more subordinated mezzanine and
second-lien lenders.

"It is extraordinary and inexplicable that Almatis has filed for
Chapter 11 bankruptcy only one week after soliciting lenders'
consent and without the required . . . support from the senior
lenders," DIC said, according to the Financial Times.

A spokesman for Almatis said that the management boards of the
company have continued to evaluate refinancing options proposed
by DIC, Financial Times reported.

"Management has serious questions about the feasibility and
deliverability of the DIC plan and the only viable alternative on
the table has been the pre-pack Chapter 11 plan," Financial Times
quoted the Almatis spokesman as saying.

                       About Almatis Group

Alamtis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion as of the bankruptcy filing.

Almatis, operationally headquartered in Frankfurt, Germany, is a
global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  & German
Counsel: Linklaters LLP is the special English and German counsel
and De Brauw Blackstone Westbroek N.V. is Dutch counsel.  Epiq
Bankruptcy Solutions, LLC, serves as claims and notice agent.


* GREECE: Merkel Calls on German Parliament to Back Bailout
-----------------------------------------------------------
Tony Czuczka at Bloomberg News reports that German Chancellor
Angela Merkel appealed to parliament to approve aid for Greece,
saying the entire EUR110-billion (US$143 billion) Greek bailout
and the Euro's stability lie in German hands.

Bloomberg relates that in a speech in Berlin on Wednesday, Ms.
Merkel urged lawmakers to back Germany's EUR22.4-billion
contribution.  Bloomberg says Ms. Merkel coupled her plea with a
demand for sanctions on countries with excessive deficits and said
that banks can't "shirk their responsibility" for the crisis.

According to Bloomberg, Frank-Walter Steinmeier, the former
foreign minister who now leads the opposition, told the lower
house Merkel's government played a "double game," in which she
insisted no German taxpayers' money would go to Greece even as she
negotiated a bailout.

Bloomberg says Ms. Merkel, whose coalition has a majority in the
lower and upper houses of parliament, aims to have both chambers
approve Germany's share of the bailout on May 7, the same day she
heads to Brussels for a meeting of government leaders of the 16
Euro nations.

                       "Orderly" Default

As reported yesterday by the Troubled Company Reporter-Europe,
Bloomberg News said Ms. Merkel's coalition stepped up calls for
allowing the "orderly" default of euro-region member states to
avoid any repeat of the Greek fiscal crisis.  Bloomberg disclosed
the parliamentary leaders of the three coalition parties agreed in
Berlin Tuesday to put a resolution to parliament alongside the
bill on Greek aid calling for the European Union to revise rules
for the euro to put pressure on countries that run deficits.


* GREECE: Societe Generale Has EUR3-Bil. Exposure to Gov't Debt
---------------------------------------------------------------
The Associated Press reports that French bank Societe Generale SA
disclosed Wednesday its exposure to Greece's government debt is
EUR3 billion -- US$3.93 billion.  According to the AP, SocGen said
the financial crisis had hurt the performance of its majority
owned Geniki Bank Greek subsidiary in the first quarter, and that
it was tightening loan approval conditions there among other
precautionary measures.  SocGen holds a 54% stake in Athens-based
Geninki Bank, which it bought in 2004.

The AP relates SocGen warned that "the pick-up in activity in
developed European countries is much less pronounced than in the
other areas of the world," and said European governments' efforts
to reduce public deficits and debt is likely to weigh on the
zone's near-term economic prospects.


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QUINN INSURANCE: Sean Quinn to Step Down From Parent's Board
------------------------------------------------------------
Fergal O'Brien at Bloomberg News reports that Sean Quinn said in a
statement it will resign from the board of Quinn Group, the parent
of Quinn Insurance.

Bloomberg relates Mr. Quinn said his wife will also step the down
from the board.

According to Bloomberg, Mr. Quinn, who founded the group, said he
wanted to focus on issues such as his family's "interaction" with
Anglo Irish Bank Corp.

As reported by the Troubled Company Reporter-Europe on April 19,
2010, The Financial Times said Quinn Insurance was put into
administration on April 15 after Sean Quinn abandoned attempts to
keep control of the family-owned company.  The FT disclosed the
administrators were instructed by the High Court to run the
company as a going concern "with a view to placing it on a sound
commercial footing".

Quinn Insurance is owned by Sean Quinn, Ireland's richest man, and
his family.  The company has just more than 20% of the motor and
health insurance market in Ireland.  It has more than one million
customers in the country.  Employing almost 2,800 people in
Britain and Ireland, it was founded in 1996 and entered the UK
market in 2004, according to The Times.


WESTLB COVERED: Moody's to Withdraw E+ Financial Strength Rating
----------------------------------------------------------------
Moody's Investors Service has upgraded the senior unsecured debt
and deposit ratings of Dublin-based WestLB Covered Bond Bank plc
to Aa1 from A2 and changed the outlook on this rating to stable
from ratings under review.  This is in response to the transfer of
100% of the capital of WestLB CBB from WestLB (rated A3
negative/Prime-1/E+ stable) to Erste Abwicklungsanstalt (rated Aa1
stable/Prime-1), which is the wind-down vehicle of WestLB, managed
by the Financial Market Stabilisation Fund.  The rating action
concludes the review for possible downgrade of this rating that
Moody's initiated on December 8, 2009.

The E+ bank financial strength rating of WestLB CBB, which used to
be aligned and therefore moved in tandem with the BFSR of WestLB,
will be withdrawn.  The Prime-1 short-term rating was affirmed.

    Upgrade of LT Debt Rating Reflects Alignment With Ratings
                   Of Erste Abwicklungsanstalt

The upgrade of WestLB CBB's senior unsecured debt and deposit
ratings to Aa1 is based on these developments and documentation:
(i) the change of ownership through the transfer of WestLB's 100%
stake in the bank to EAA, which took effect on April 30, 2010; and
(ii) the replacement of the existing blanket guarantee from WestLB
by a guaranty from EAA, which makes the public sector entity
irrevocably and unconditionally the principal obligor of all of
WestLB CBB's obligations.  The transaction makes WestLB CBB a
wholly-owned subsidiary of the public sector vehicle EAA, which in
turn is supported by WestLB's current public sector owners, in
particular by the state of North-Rhine Westphalia (rated Aa1).

EAA was established in December 2009 to act as a wind-down unit
for part of WestLB AG, with the aim of consolidating the bank's
balance sheet and providing capital relief.  EAA took over a
portfolio of EUR40 billion in assets from WestLB AG, of which
EUR6 billion was transferred in December 2009 and the remainder on
April 30, 2010.  The stake in WestLB CBB was transferred because
its operations were considered "non-core" by WestLB.  For further
details on EAA, please refer to Moody's latest Credit Opinion on
the entity published on February 11, 2010, as well as subsequent
press releases.

               Review Concluded and Rating Withdrawn
            Due to Limited Value of Standalone Analysis

On December 8, 2009, Moody's had placed the fully supported long-
term ratings of WestLB CBB on review for possible downgrade in
response to the initiation of a rating review for possible
downgrade of WestLB's long-term debt ratings.  As the Irish bank
has in the meantime ceased to be a subsidiary of WestLB, and since
WestLB has been relieved from its obligations under the blanket
guaranty, the conclusion of the rating review on WestLB CBB with
its upgrade to Aa1 follows developments that were unforeseen at
the time and, more importantly, very favorable for bond holders.

Moody's had previously aligned the bank's BFSR with that of WestLB
AG, based on its high degree of integration into WestLB and its
limited strategic and financial autonomy.  As a subsidiary of EAA,
the bank can be considered a gone concern in so far as its
business will be managed in a way that allows for assets and
liabilities to run off in an orderly fashion.  However, Moody's is
not ruling out that an investor can be found at a later stage to
take over the Irish operations and revive the business.  As and
when that happens, Moody's will consider assessing the bank anew
and assigning a bank financial strength rating based on a stand-
alone analysis.  However, in the absence of such developments and
based on the above-mentioned blanket guaranty, a stand-alone
assessment will not be performed.

Summary of Ratings and Rating Actions:

  -- Rating for senior unsecured debt and deposits: Aa1, stable
     outlook

  -- Prime-1 short-term rating: affirmed

  -- E+ BFSR (B2 BCA): withdrawn

The previous rating action on WestLB CBB was implemented on
December 8, 2009, Moody's had placed the A2 senior unsecured debt
and deposit ratings on review for possible downgrade and changed
the outlook on its E+ BFSR to developing from negative.

Headquartered in Dublin, Ireland, WestLB CBB reported total assets
of EUR12 billion as of the end of December 2008 and reported a net
profit of EUR131 million for the 12-month period.


XL CAPITAL: Shareholders Approve Re-domestication to Ireland
------------------------------------------------------------
XL Capital Limited's ordinary shareholders approved changing the
parent holding company's place of incorporation from the Cayman
Islands to Ireland.   XL shareholders also approved, among other
proposals, the renaming of the Company from "XL Capital" to "XL
Group".  The name change is expected to be made in July 2010.

XL expects to complete the redomestication on or about July 1,
2010, assuming the transaction is approved by the Grand Court of
the Cayman Islands at a hearing currently scheduled for May 20,
2010, and that other conditions to the redomestication are
satisfied.

"We are grateful to our shareholders for supporting this
initiative," said XL's Chief Executive Officer, Mike McGavick.
"We believe that our redomestication to Ireland will offer us
opportunities to reduce certain risks and reinforce our reputation
across our global business platforms.  We look forward to the
successful completion of this initiative this summer."

                         About XL Capital

Headquartered in Hamilton, Bermuda, XL Capital Ltd provides
insurance and reinsurance coverages through its operating
subsidiaries to industrial, commercial and professional
service firms, insurance companies and other enterprises on a
worldwide basis.  As of December 31, 2008, XL Capital Ltd reported
total invested assets of US$34.3 billion and shareholders' equity
of US$6.6 billion.

                           *     *     *

As reported by the Troubled Company Reporter-Latin America on
Feb. 18, 2009, Moody's Investors Service affirmed XL Capital Ltd's
"Ba1" preferred stock rating.


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PIAGGIO & C: Moody's Gives Stable Outlook on 'Ba2' Corp. Rating
---------------------------------------------------------------
Moody's Investors Service has changed the outlook to stable from
negative on the Ba2 corporate family rating and probability of
default rating of Piaggio & C SpA as well as the Ba2 senior
unsecured rating on Piaggio's notes due 2016.  The rating action
was prompted by the resilience of the company's operating
performance during 2009 and Moody's expectation that key credit
metrics will improve from the level reported at fiscal year-end
December 2009.

"Despite the challenges faced during 2009 and the resulting modest
reduction in group revenues, Piaggio's operating margins have
improved, with reported EBITDA margin increasing to 13.5% at FYE
2009 from 12% reported at FYE 2008," said Paolo Leschiutta, Vice
President - Senior Analyst and Moody's lead analyst for Piaggio.
"The improvement reflects the company's success in reducing costs,
thanks largely to greater efficiencies in its procurement function
and increasing returns from recent investments that were aimed at
stepping up the company's production capacity and presence across
Asian countries."

Even though Piaggio's financial leverage -- measured as
debt/EBITDA (adjusted for pension, operating leases and
development costs) -- was relatively high for the Ba2 rating
category at FYE 2009, Moody's notes that this was inflated by a
significant amount of cash balances at year-end following the
company's bond issue, the proceeds of which had not yet been
entirely applied to reduce debt.  "Looking ahead, Moody's expects
a gradual improvement in key credit metrics, although any
significant reduction in indebtedness, excluding movements related
to the seasonality of the business, will be delayed by the ongoing
capex plan," continued Mr. Leschiutta.

Piaggio's Q1 2010 results offered further evidence of a recovery
in the company's performance, with significant improvements in
volumes, top-line and profitability compared to the same period in
2009 given the impact of the economic crisis.  Indeed, Q1 2010
results showed a +11.2% and +19.7% pick-up in revenues and
volumes, respectively, for the group as a whole, with ongoing
pressure only in the Americas and European LCV businesses.  The
pick-up in volumes and revenues was particularly strong during Q1
10 in Asia, thanks to the beginning of production in Vietnam since
mid-2009.  As at Q1 2010, Piaggio's EBITA margin stood at 6.6%,
which compares favorably with the figure reported for the same
period in 2009 (3.8%).  Looking ahead, Moody's would expect
Piaggio to maintain a satisfactory level of profitability, in line
with that reported in 2009, with some upside potential offered by
the company's increasing production activity in Asia and from new
products coming to the market.

Piaggio's Ba2 CFR reflects: (i) Piaggio's broad and well-
recognized brand portfolio; (ii) the company's leading market
position across Europe; (iii) its growth prospects in Asian
markets; and (iv) Moody's expectation of modest improvements in
Piaggio's credit metrics.  However, Piaggio's rating also
reflects: (i) the soft current state of consumer spending; (ii)
the company's concentration in mature European markets,
particularly the Italian market; and (iii) the need to restore the
operating performance of its motorbike division.  The stable
rating outlook assumes a degree of improvements in the company's
key credit metrics from levels at FYE December 2009 and an
adequate liquidity profile going forward.

According to Moody's, an upgrade to the rating could result from
an improvement in Piaggio's operating margin above its historical
level and a reduction in the company's expansionary investments,
both of which would lead to a sustained reduction in financial
leverage -- reflected by a debt/EBITDA ratio towards 2.0x -- and
the tight control of the company's working capital management.
The CFR could potentially be downgraded in the event of a
deterioration in Piaggio's operating performance, as this would
lead to the company's financial leverage rising above 4.0x and to
a contraction in its cash flow leverage, as reflected by an
RCF/net debt ratio in the high single-digits on an ongoing basis.

Moody's previous rating action on Piaggio was implemented on 26
November 2009, when Moody's assigned a (P) Ba2 rating to the
proposed senior unsecured notes issuance.  Prior to that, the
outlook was changed to negative on 11 May 2009 following a
deterioration in the company's operating performances.

Based in Italy, Piaggio is a leading global manufacturer and
distributor of light mobility vehicles for both personal and
business purposes.  In 2009, the company reported total
consolidated revenues of EUR1.487 billion and sold 607,700
vehicles.  With a global widespread presence of production and R&D
plants and ten names under its brand portfolio, the company ranks
as one of the world's top four players in its core business.


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


INTELSAT SA: Delays Registration Statement for Resale of PIK Notes
------------------------------------------------------------------
Intelsat S.A. and Intelsat (Luxembourg) S.A. said in a Form S-1
Registration Statement under the Securities Act of 1933 filed with
the U.S. Securities and Exchange Commission they are delaying the
effective date of the registration statement.  Pursuant to the
accompanying prospectus, Intelsat said certain securityholders are
selling up to:

     US$281,810,000 aggregate principal amount of Intelsat
                  (Luxembourg) S.A.'s 11-1/4% Senior Notes due
                  2017; and

   US$1,121,692,472 aggregate principal amount of Intelsat
                  (Luxembourg) S.A.'s 11-1/2%/ 12-1/2 % Senior PIK
                  Election Notes due 2017.

The selling securityholders are funds advised by BC Partners, and
funds advised by Silver Lake.

The 11-1/4% Senior Notes due 2017 and the 11-1/2%/12-1/2% Senior
PIK Election Notes due 2017 were originally issued on June 27,
2008, pursuant to Rule 144A and Regulation S and the new notes
were issued in exchange for the original notes on January 20,
2010.

The selling securityholders are affiliates of Intelsat.  The
Company has agreed to file the prospectus to register the new
notes held by the selling securityholders for resale.  Intelsat
will not receive any proceeds from the sale of the new notes in
this offer.

A full-text copy of the prospectus is available at no charge
at http://ResearchArchives.com/t/s?6165

Headquartered in Luxembourg, Intelsat Ltd., formerly PanAmSat
Corp., -- http://www.intelsat.com/-- is the largest fixed
satellite service operator in the world and is owned by Apollo
Management, Apax Partners, Madison Dearborn, and Permira.  The
company has a sales office in Brazil.

As of December 31, 2009, the Company had US$17,342,935,000 in
total assets against total current liabilities of US$814,643,000;
long-term debt, net of current portion of US$15,223,010,000;
deferred satellite performance incentives, net of current portion
of US$128,774,000; deferred revenue, net of current portion of
US$254,636,000; deferred income taxes of US$548,719,000; accrued
retirement benefits of US$239,873,000; other long-term liabilities
of US$335,159,000; and non-controlling interest of US$8,884,000;
resulting in stockholders' deficit of US$215,763,000.


TMD FRICTION: Moody's Assigns 'B3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has assigned a B3 Corporate Family
Rating and a B3 Probability of Default Rating to TMD Friction
Group S.A.  At the same time, Moody's has assigned a provisional
P(B3) rating to the proposed EUR160 million Senior Secured Notes.
The rating outlook is stable.

The B3 Corporate Family Rating reflects TMD's (i) strong position
in the original equipment and aftermarket for automotive brake
pads and linings, (ii) a large share of revenues generated in the
usually more resilient aftermarket, (iii) a strong technology
which allows supplying OEM customers worldwide despite varying
product requirements in different regions, (iv) established and
solid relationships with automobile manufacturers and auto
equipment suppliers, and (v) an enhanced cost base on the back of
successful rationalization and cost reduction initiatives in
recent years.  The rating also considers the earnings recovery in
the second half of 2009 which continued in the first quarter of
2010.  In H2 2009, TMD achieved reported EBITDA of EUR26.5 million
compared to EUR0.7 million in H1 2009 (before restructuring costs
and Moody's standard adjustments).  Furthermore, the rating
reflects Moody's understanding that TMD's major shareholder --
private equity firm Pamplona Capital Management -- is willing to
support future external growth also with new equity and supports a
target leverage ratio of 2.5-3.5x Net Debt/EBITDA (before Moody's
standard adjustments).

The rating is, however, constrained by a limited diversification
in terms of geography (more than 80% of 2009 revenues were
generated in Europe) and product scope.  In addition, there is
strong competition among suppliers in the market for automotive
original equipment which is also strongly exposed to the overall
economic environment.  Although TMD's aftermarket business, which
comprises original replacement parts sold through OEM dealerships
and TMD branded or private label parts sold through independent
garages or repair shops, is more resilient, the recent recession
has shown that these activities are not immune to the overall
economic environment.  This is also evidenced by a revenue decline
of -7% in 2008 and -17% in 2009 on a group level.  Moreover, the
company is exposed to raw material price fluctuations (e.g. steel,
copper, chemicals) and it might be challenging to recover
increasing input costs from customers in a timely fashion.  Though
Moody's notes that the company was reorganized and recapitalized
in 2009, these challenges combined with a highly leveraged capital
structure also resulted in a financial restructuring of TMD in
2006 and eventually forced the company into insolvency in late
2008.

Moody's rating assessment is based on the expectation that TMD can
broadly sustain the performance shown in the second half of 2009
and the first quarter of 2010 which should result in EBITDA for
the full year 2010 in the range of EUR50 million (before
restructuring costs and Moody's standard adjustments) and
Debt/EBITDA towards 4x (as adjusted by Moody's).  While this
leverage ratio would position the rating adequately in the single-
B rating category, Moody's notes that the capital structure
following the proposed bond issue will be debt weighted given the
intended use of proceeds.

The proposed EUR160 million Senior Secured Notes will be issued by
TMD Friction Finance S.A., a fully owned subsidiary of TMD
Friction Group S.A.  The proposed notes will benefit from upstream
guarantees of operating subsidiaries that account for 80% of 2009
revenues and 79% of 2009 EBITDA.  The proposed notes will further
benefit from tangible collateral in form of (i) certain fixed
assets of guarantors in Germany and the UK, (ii) certain inventory
of guarantors in Germany, France and the UK, and (iii) trade
receivables of guarantors in the UK but not France and Germany (as
French and German receivables would potentially be used for a
receivable discounting facility).

Apart from the proposed Senior Secured Notes there will only be
small amounts of local overdraft facilities and finance lease in
TMD's debt structure.  While the proposed financing structure is
essentially an 'all bond' structure, Moody's believe a family
recovery rate of 50% (Moody's standard assumption for debt
structures including bond and bank debt) is the most appropriate
assumption for applying Moody's Loss-Given-Default Methodology.
This view is based on Moody's estimate of a distressed enterprise
value in case of default.  Given these assumptions Moody's Loss-
Given-Default Methodology results in a (P)B3 instrument rating for
the EUR160 million Senior Secured Notes.  This provisional (P)B3
rating is based on draft documentation received so far and subject
to Moody's satisfactory review of final documentation.

The proceeds of EUR160 million are planned to be used (i) for a
distribution of approximately EUR 132 million to Pamplona Capital
Management by way of refinancing existing shareholder loans plus
accumulated interest, (ii) as additional liquidity of
approximately EUR18 million and (iii) to cover transaction
expenses.

In this context Moody's notes that, absent any material committed
credit facility, TMD's liquidity position is limited to cash on
hand (EUR 65 million per the end of 2009 and EUR40 million per the
end of March 2010) and Moody's caution that prospects for material
positive Free Cash Flow generation remain limited in Moody's view
given the interest payments on the proposed EUR160 million Senior
Secured Notes.

Assignments:

Issuer: TMD Friction Finance S.A.

  -- Senior Secured Regular Bond/Debenture, Assigned (P)B3, LGD3,
     47%

Issuer: TMD Friction Group S.A.

  -- Probability of Default Rating, Assigned B3
  -- Corporate Family Rating, Assigned B3

This is the first time that Moody's has rated this company.

TMD is a manufacturer of brake pads and linings based in
Luxembourg.  The company generated EUR 530 million of revenues in
2009.  Thereof 40% of 2009 were generated by the IAM segment, 31%
by OES and 29% by OEM.  While expanding abroad TMD is strongly
reliant on the European home market which accounted for 83% of
2009 revenues.  TMD was bought by Pamplona Capital Management out
of an administration process in April 2009.  TMD's management also
holds an equity interest in the company.


TMD FRICTION: S&P Assigns 'B' Long-Term Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' long-
term corporate credit rating to Luxembourg-incorporated and
Germany-headquartered automotive supplier TMD Friction Group S.A.
The outlook is stable.  At the same time, S&P assigned a 'B'
issue-level rating and '4' recovery rating to the proposed
EUR160 million senior secured notes to be issued by TMD Friction
Finance S.A.

"The ratings on TMD, a leading worldwide supplier of brake
friction materials, reflect S&P's view of its aggressive financial
risk profile, exposure to fluctuating volume demand for passenger
cars and trucks, and its only moderate geographic
diversification," said Standard & Poor's credit analyst Werner
Staeblein.  "The ratings are also constrained by the intense
competition, pricing pressure, and exposure to volatile raw
material prices in the auto-supplier industry."

These weaknesses are partly offset by TMD's adequate liquidity
profile according to S&P's classifications, with no meaningful
debt amortizations over the next few years, a high share of
business in the aftermarket of about two-thirds of group revenues,
and solid positions in the global market for brake-friction
materials.  TMD's strong representation on a number of car and
truck platforms with a variety of original equipment manufacturers
also supports the ratings.

The 'B' rating is irrespective of the successful placement of the
proposed EUR160 million senior secured notes to be issued by TMD
Friction Finance S.A.

TMD's business was significantly affected by low volumes of light-
vehicle and commercial-vehicle production and destocking in
aftermarket sales channels in the first half of 2009.  Group
revenues showed an improving trend in the third and fourth quarter
of 2009 following a rebound of the aftermarket business.  Overall,
sales declined about 17% in 2009 compared with 2008.

In 2010, S&P believes TMD should benefit from rising production
rates and stabilizing operating earnings, which should translate
into improved cash generation, in S&P's view.

"The stable outlook reflects S&P's belief that TMD can maintain
mildly positive free operating cash flow in the year ahead given
the favorable trend for production in North America and expected
stable demand for both aftermarket and original equipment business
in Europe," said Mr. Staeblein.

The rating could come under pressure, in S&P's view, if the
group's liquidity position were to deteriorate significantly from
current levels.  S&P believes the rating could likewise come under
pressure if trading conditions deteriorate, whether due to lower
volumes, lower prices, or rising raw material costs, or if FFO to
debt were to fall below 10%.

Rating pressure would likewise exist if cash is withdrawn by the
equity sponsor, notably because TMD has no financial flexibility
other than its existing cash balance.


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


BANCO BPI: Moody's Reviews Ba2 Rating on Tier 1 Instruments
-----------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade the senior and junior debt ratings of all 10 rated
Portuguese banks.  The rating action has been triggered by the
review for possible downgrade of the Aa2 ratings of the Portuguese
Government.

At the same time, the standalone Bank Financial Strength Ratings
for all but one of the banks (Banco Portugues de Negocios, where
the BFSR is at E+ already) have been placed on review for possible
downgrade to assess the impact of the challenging economic and
financial market conditions on the banks' standalone credit
profile.

"The review of the banks' debt ratings will assess to what extent
a potentially lower-rated government will be able and willing to
support its banking system in case of need, especially when
bearing in mind the current market headwinds and higher funding
costs faced by the Portuguese Government," said Olga Cerqueira,
Assistant Vice President and Moody's lead analyst for Portuguese
banks.  Moody's is concerned about the extent to which the
economic difficulties and more challenging market access will
weaken the banks' standalone credit profile.  While most
Portuguese banks have weathered the international financial crisis
reasonably well so far, they are highly reliant on wholesale
funding.  Furthermore, both profitability and asset quality are
likely to suffer from the subdued growth prospects over the coming
years during which Portugal needs to implement its austerity
measures.

Moody's review of the BFSRs will assess the impact of the
increasingly adverse economic and financial market conditions on
the banks' future performance.  In particular, Moody's will
assess: (1) the impact on profitability of higher funding costs;
(2) the resilience of banks to different liquidity stresses, for
example the closure of capital markets for an extended period; and
(3) the impact on asset quality and solvency of a challenged
operating environment that will give rise to unemployment, lower
consumer disposable income and the de-leveraging process in the
small- and medium-sized enterprise and corporate sectors.

The review of the banks' deposit and debt ratings will take into
account: (1) the outcome of the BFSRs' review; (2) the
government's ability and willingness to support its banking system
(which is currently assessed as Aaa, two notches higher than the
government's own Aa2 rating); and (3) the outcome of the review of
the sovereign rating.  Moody's adds that some ratings may go down
by more than one notch.

As the banks' senior and junior subordinated ratings are also
impacted by deteriorating credit fundamentals (as indicated by a
change to either the senior debt ratings or the BFSRs), Moody's
has placed these ratings under review for possible downgrade as
well, together with the short-term debt and deposit ratings of all
banks, except Banco Santander Totta and Caixa Geral de Depositos.

These ratings were affirmed: The BFSR of Banco Portugues de
Negocios at E+, as its low level already incorporates a high
likelihood of requiring ongoing third-party support.  The short-
term debt and deposits ratings of CGD and BST at Prime-1 were also
affirmed, as the high level of support from the government for CGD
or from its ultimate parent, Banco Santander, (rated Aa2/P-1/B-)
for BST, should underpin the Prime-1 rating levels.

Following the sovereign rating action, Moody's has also placed
under review for possible downgrade the backed-Aa2 rated long-term
senior unsecured debt securities of Banco Comercial Portugues,
Banco Espirito Santo, Banif -- Banco Internacional do Funchal and
Caixa Geral de Depositos.

The specific ratings affected by the rating action are:

              Banif -- Banco Internacional do Funchal

All ratings assigned to Banif and its funding subsidiaries (Banif
Finance Limited and Banif Sucursal Financeira Exterior) have been
placed on review for possible downgrade, including the D- BFSR,
the Baa1 deposit and senior debt ratings, the Baa2 senior
subordinated debt rating, the B1 junior subordinated debt rating,
the B3 Tier 1 instruments and the Prime-2 short-term ratings.  All
ratings have been placed on review for possible downgrade, having
previously been on negative outlook.

                    Banco Comercial Portugues

All ratings assigned to Banco Comercial Portugues and its funding
subsidiaries (BCP Finance Company, BCP Finance Bank and Banco
Comercial Portugues Madeira) have been placed on review for
possible downgrade, including the D+ BFSR, the A1 deposit and
senior debt ratings, the A2 senior subordinated debt rating, the
Ba3 Tier 1 instruments and the Prime-1 short-term ratings.  All
ratings were placed on review for possible downgrade, having
previously been on negative outlook.  Furthermore, the long-term
deposit ratings of Bank Millennium of Baa2 were also put on review
for possible downgrade.  BM is a Polish subsidiary of BCP, which
owns 65.5% of the bank and has recently contributed to its capital
increase.  The rating action on BM's supported deposit ratings
reflected the similar rating action on parent's BFSR.  BM's BFSR
of D mapping to the Baseline Credit Assessment of (Ba2) with
stable outlook and short-term deposit ratings of P-3 were
affirmed.

                       Banco Espirito Santo

All ratings assigned to Banco Espirito Santo and its funding
subsidiaries (BES Finance Limited, Banco Espirito Santo London
Branch, Banco Espirito Santo Cayman Branch, Banco Espirito Santo
Madeira Branch, Espirito Santo Plc, Espirito Santo Investment Plc,
Banco Espirito Santo NA Capital) have been placed on review for
possible downgrade, including the C- BFSR, the A1 deposit and
senior debt ratings, the A2 senior subordinated debt rating, the
Baa2 junior subordinated debt rating, the Ba1 Tier 1 instruments
and the Prime-1 short-term ratings.  All ratings have been placed
on review for possible downgrade, having previously been on stable
outlook.

                            Banco BPI

All ratings assigned to Banco BPI and its funding subsidiaries
(BPI Capital Finance, Banco BPI Cayman, Banco BPI Santa Maria,
Banco BPI Madeira, Banco BPI Cayman Ltd) have been placed on
review for possible downgrade, including the C- BFSR, the A1
deposit and senior debt ratings, the A2 senior subordinated debt
rating, the Baa3 junior subordinated debt rating, the Ba2 Tier 1
instruments and the Prime-1 short term ratings.  All ratings have
been placed on review for possible downgrade, having previously
been on negative outlook.

                    Banco Portugues de Negocios

Banco Portugues de Negocios' Baa3 long-term deposit and Prime-3
short term ratings have been placed on review for possible
downgrade.  The E+ BFSR with a negative outlook has been affirmed.
The Baa3/P-3 ratings were placed on review for possible downgrade,
having previously had a developing outlook.  The outlook on its E+
BFSR remains negative.

                      Banco Santander Totta

All ratings assigned to Banco Santander Totta and its funding
subsidiary (Banco Santander Totta London) have been placed on
review for possible downgrade, including the C- BFSR, the Aa3
deposit and senior debt ratings, the A1 senior subordinated debt
rating and the A3 junior subordinated debt rating.  The Prime-1
short-term ratings have been affirmed.  All long-term deposit and
debt ratings and BFSR have been placed on review for possible
downgrade, having previously been on negative outlook.

                     Caixa Geral de Depositos

All ratings assigned to Caixa Geral de Depositos and its funding
subsidiaries (Caixa Geral de Depositos Madeira, Caixa Geral de
Depositos Paris, Caixa Geral de Depositos Finance, Caixa Geral de
Depositos New York, Caixa Geral Finance Limited) have been placed
on review for possible downgrade, including the C- BFSR, the Aa2
deposit and senior debt ratings, the Aa3 senior subordinated debt
rating, the Baa1 junior subordinated debt rating and the Baa3 Tier
1 instruments.  The Prime-1 short term ratings have been affirmed.
All long-term deposit and debt ratings and BFSR were placed on
review for possible downgrade, having previously been on negative
outlook.

                  Espirito Santo Financial Group

All ratings assigned to Espirito Santo Financial Group and its
funding subsidiaries (Espirito Santo Financiere and ESFG
International Limited) have been placed on review for possible
downgrade, including the A3 issuer and senior debt ratings, the
Baa1 senior subordinated debt rating, the Ba2 Tier 1 instruments
and the Prime-2 short-term rating.  All ratings have been placed
on review for possible downgrade, having previously been on stable
outlook.

                         Banco Itau Europa

All ratings assigned to Banco Itau Europa have been placed on
review for possible downgrade, including the C- BFSR, the Baa1
deposit and senior debt ratings, the Baa2 senior subordinated debt
ratings, the Baa3 junior subordinated debt ratings and the Prime-2
short term ratings.  All ratings have been placed on review for
possible downgrade, having previously been on negative outlook.

                  Caixa Economica Montepio Geral

All ratings assigned to Caixa Economica Montepio Geral and its
funding subsidiary (Caixa Economica Montepio Geral Cayman Islands
Branch) have been placed on review for possible downgrade,
including the D BFSR, the Baa1 deposit and senior debt ratings,
the Baa2 senior subordinated debt ratings, the Ba3 junior
subordinated debt ratings and the Prime-2 short-term ratings.  All
ratings were placed on review for possible downgrade, having
previously been on negative outlook.

The last rating actions on Banif, BCP, BES, BPI, BST, CGD, ESFG,
Itau Europa and Montepio were implemented on 22 April 2010 when
Moody's downgraded their hybrid securities/MTN programs following
revisions to Moody's hybrids methodology.  The last rating action
on BPN was implemented on 30 March 2009, when Moody's assigned a
developing outlook to its Baa3 deposit and debt ratings and
affirmed the E+ BFSR.  The last rating action on Banco Millennium
was implemented on 16 September 2009 when the deposit ratings were
downgraded to Baa2/Prime-3 from A3/Prime-2 following the downgrade
of the parent bank's ratings.

Banif is headquartered in Funchal, Portugal.  At 31 December 2009
it had total unaudited assets of EUR11.6 billion.

BCP is headquartered in Oporto, Portugal.  At 31 December 2009 it
had total assets of EUR95.6 billion.

BM is headquartered in Warsaw, Poland.  At 31 December 2009 it
reported IFRS consolidated total assets of PLN44.9 billion
(EUR10.9 billion).

BES is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR82.3 billion.

BPI is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR47.5 billion.

BPN is headquartered in Lisbon, Portugal.  At 31 December 2008 it
had total assets of EUR8.2 billion.

BST is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total unaudited assets of EUR45.7 billion.

CGD is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR120.9 billion.

ESFG is headquartered in Luxembourg.  At 31 December 2009 it had
total assets of EUR85.3 billion.

Itau Europa is headquartered in Lisbon, Portugal.  At 31 December
2009 it had total assets of EUR5.1 billion.

Montepio is headquartered in Lisbon, Portugal.  At 31 December
2009 it had total assets of EUR17.2 billion.


BANCO INTERNACIONAL: Moody's Puts 'D-' BFSR Under Review
--------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade the senior and junior debt ratings of all 10 rated
Portuguese banks.  The rating action has been triggered by the
review for possible downgrade of the Aa2 ratings of the Portuguese
Government.

At the same time, the standalone Bank Financial Strength Ratings
for all but one of the banks (Banco Portugues de Negocios, where
the BFSR is at E+ already) have been placed on review for possible
downgrade to assess the impact of the challenging economic and
financial market conditions on the banks' standalone credit
profile.

"The review of the banks' debt ratings will assess to what extent
a potentially lower-rated government will be able and willing to
support its banking system in case of need, especially when
bearing in mind the current market headwinds and higher funding
costs faced by the Portuguese Government," said Olga Cerqueira,
Assistant Vice President and Moody's lead analyst for Portuguese
banks.  Moody's is concerned about the extent to which the
economic difficulties and more challenging market access will
weaken the banks' standalone credit profile.  While most
Portuguese banks have weathered the international financial crisis
reasonably well so far, they are highly reliant on wholesale
funding.  Furthermore, both profitability and asset quality are
likely to suffer from the subdued growth prospects over the coming
years during which Portugal needs to implement its austerity
measures.

Moody's review of the BFSRs will assess the impact of the
increasingly adverse economic and financial market conditions on
the banks' future performance.  In particular, Moody's will
assess: (1) the impact on profitability of higher funding costs;
(2) the resilience of banks to different liquidity stresses, for
example the closure of capital markets for an extended period; and
(3) the impact on asset quality and solvency of a challenged
operating environment that will give rise to unemployment, lower
consumer disposable income and the de-leveraging process in the
small- and medium-sized enterprise and corporate sectors.

The review of the banks' deposit and debt ratings will take into
account: (1) the outcome of the BFSRs' review; (2) the
government's ability and willingness to support its banking system
(which is currently assessed as Aaa, two notches higher than the
government's own Aa2 rating); and (3) the outcome of the review of
the sovereign rating.  Moody's adds that some ratings may go down
by more than one notch.

As the banks' senior and junior subordinated ratings are also
impacted by deteriorating credit fundamentals (as indicated by a
change to either the senior debt ratings or the BFSRs), Moody's
has placed these ratings under review for possible downgrade as
well, together with the short-term debt and deposit ratings of all
banks, except Banco Santander Totta and Caixa Geral de Depositos.

These ratings were affirmed: The BFSR of Banco Portugues de
Negocios at E+, as its low level already incorporates a high
likelihood of requiring ongoing third-party support.  The short-
term debt and deposits ratings of CGD and BST at Prime-1 were also
affirmed, as the high level of support from the government for CGD
or from its ultimate parent, Banco Santander, (rated Aa2/P-1/B-)
for BST, should underpin the Prime-1 rating levels.

Following the sovereign rating action, Moody's has also placed
under review for possible downgrade the backed-Aa2 rated long-term
senior unsecured debt securities of Banco Comercial Portugues,
Banco Espirito Santo, Banif -- Banco Internacional do Funchal and
Caixa Geral de Depositos.

The specific ratings affected by the rating action are:

              Banif -- Banco Internacional do Funchal

All ratings assigned to Banif and its funding subsidiaries (Banif
Finance Limited and Banif Sucursal Financeira Exterior) have been
placed on review for possible downgrade, including the D- BFSR,
the Baa1 deposit and senior debt ratings, the Baa2 senior
subordinated debt rating, the B1 junior subordinated debt rating,
the B3 Tier 1 instruments and the Prime-2 short-term ratings.  All
ratings have been placed on review for possible downgrade, having
previously been on negative outlook.

                    Banco Comercial Portugues

All ratings assigned to Banco Comercial Portugues and its funding
subsidiaries (BCP Finance Company, BCP Finance Bank and Banco
Comercial Portugues Madeira) have been placed on review for
possible downgrade, including the D+ BFSR, the A1 deposit and
senior debt ratings, the A2 senior subordinated debt rating, the
Ba3 Tier 1 instruments and the Prime-1 short-term ratings.  All
ratings were placed on review for possible downgrade, having
previously been on negative outlook.  Furthermore, the long-term
deposit ratings of Bank Millennium of Baa2 were also put on review
for possible downgrade.  BM is a Polish subsidiary of BCP, which
owns 65.5% of the bank and has recently contributed to its capital
increase.  The rating action on BM's supported deposit ratings
reflected the similar rating action on parent's BFSR.  BM's BFSR
of D mapping to the Baseline Credit Assessment of (Ba2) with
stable outlook and short-term deposit ratings of P-3 were
affirmed.

                       Banco Espirito Santo

All ratings assigned to Banco Espirito Santo and its funding
subsidiaries (BES Finance Limited, Banco Espirito Santo London
Branch, Banco Espirito Santo Cayman Branch, Banco Espirito Santo
Madeira Branch, Espirito Santo Plc, Espirito Santo Investment Plc,
Banco Espirito Santo NA Capital) have been placed on review for
possible downgrade, including the C- BFSR, the A1 deposit and
senior debt ratings, the A2 senior subordinated debt rating, the
Baa2 junior subordinated debt rating, the Ba1 Tier 1 instruments
and the Prime-1 short-term ratings.  All ratings have been placed
on review for possible downgrade, having previously been on stable
outlook.

                            Banco BPI

All ratings assigned to Banco BPI and its funding subsidiaries
(BPI Capital Finance, Banco BPI Cayman, Banco BPI Santa Maria,
Banco BPI Madeira, Banco BPI Cayman Ltd) have been placed on
review for possible downgrade, including the C- BFSR, the A1
deposit and senior debt ratings, the A2 senior subordinated debt
rating, the Baa3 junior subordinated debt rating, the Ba2 Tier 1
instruments and the Prime-1 short term ratings.  All ratings have
been placed on review for possible downgrade, having previously
been on negative outlook.

                    Banco Portugues de Negocios

Banco Portugues de Negocios' Baa3 long-term deposit and Prime-3
short term ratings have been placed on review for possible
downgrade.  The E+ BFSR with a negative outlook has been affirmed.
The Baa3/P-3 ratings were placed on review for possible downgrade,
having previously had a developing outlook.  The outlook on its E+
BFSR remains negative.

                      Banco Santander Totta

All ratings assigned to Banco Santander Totta and its funding
subsidiary (Banco Santander Totta London) have been placed on
review for possible downgrade, including the C- BFSR, the Aa3
deposit and senior debt ratings, the A1 senior subordinated debt
rating and the A3 junior subordinated debt rating.  The Prime-1
short-term ratings have been affirmed.  All long-term deposit and
debt ratings and BFSR have been placed on review for possible
downgrade, having previously been on negative outlook.

                     Caixa Geral de Depositos

All ratings assigned to Caixa Geral de Depositos and its funding
subsidiaries (Caixa Geral de Depositos Madeira, Caixa Geral de
Depositos Paris, Caixa Geral de Depositos Finance, Caixa Geral de
Depositos New York, Caixa Geral Finance Limited) have been placed
on review for possible downgrade, including the C- BFSR, the Aa2
deposit and senior debt ratings, the Aa3 senior subordinated debt
rating, the Baa1 junior subordinated debt rating and the Baa3 Tier
1 instruments.  The Prime-1 short term ratings have been affirmed.
All long-term deposit and debt ratings and BFSR were placed on
review for possible downgrade, having previously been on negative
outlook.

                  Espirito Santo Financial Group

All ratings assigned to Espirito Santo Financial Group and its
funding subsidiaries (Espirito Santo Financiere and ESFG
International Limited) have been placed on review for possible
downgrade, including the A3 issuer and senior debt ratings, the
Baa1 senior subordinated debt rating, the Ba2 Tier 1 instruments
and the Prime-2 short-term rating.  All ratings have been placed
on review for possible downgrade, having previously been on stable
outlook.

                         Banco Itau Europa

All ratings assigned to Banco Itau Europa have been placed on
review for possible downgrade, including the C- BFSR, the Baa1
deposit and senior debt ratings, the Baa2 senior subordinated debt
ratings, the Baa3 junior subordinated debt ratings and the Prime-2
short term ratings.  All ratings have been placed on review for
possible downgrade, having previously been on negative outlook.

                  Caixa Economica Montepio Geral

All ratings assigned to Caixa Economica Montepio Geral and its
funding subsidiary (Caixa Economica Montepio Geral Cayman Islands
Branch) have been placed on review for possible downgrade,
including the D BFSR, the Baa1 deposit and senior debt ratings,
the Baa2 senior subordinated debt ratings, the Ba3 junior
subordinated debt ratings and the Prime-2 short-term ratings.  All
ratings were placed on review for possible downgrade, having
previously been on negative outlook.

The last rating actions on Banif, BCP, BES, BPI, BST, CGD, ESFG,
Itau Europa and Montepio were implemented on 22 April 2010 when
Moody's downgraded their hybrid securities/MTN programs following
revisions to Moody's hybrids methodology.  The last rating action
on BPN was implemented on 30 March 2009, when Moody's assigned a
developing outlook to its Baa3 deposit and debt ratings and
affirmed the E+ BFSR.  The last rating action on Banco Millennium
was implemented on 16 September 2009 when the deposit ratings were
downgraded to Baa2/Prime-3 from A3/Prime-2 following the downgrade
of the parent bank's ratings.

Banif is headquartered in Funchal, Portugal.  At 31 December 2009
it had total unaudited assets of EUR11.6 billion.

BCP is headquartered in Oporto, Portugal.  At 31 December 2009 it
had total assets of EUR95.6 billion.

BM is headquartered in Warsaw, Poland.  At 31 December 2009 it
reported IFRS consolidated total assets of PLN44.9 billion
(EUR10.9 billion).

BES is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR82.3 billion.

BPI is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR47.5 billion.

BPN is headquartered in Lisbon, Portugal.  At 31 December 2008 it
had total assets of EUR8.2 billion.

BST is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total unaudited assets of EUR45.7 billion.

CGD is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR120.9 billion.

ESFG is headquartered in Luxembourg.  At 31 December 2009 it had
total assets of EUR85.3 billion.

Itau Europa is headquartered in Lisbon, Portugal.  At 31 December
2009 it had total assets of EUR5.1 billion.

Montepio is headquartered in Lisbon, Portugal.  At 31 December
2009 it had total assets of EUR17.2 billion.


BANCO COMERCIAL: Moody's Puts 'D+' BFSR Under Review
----------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade the senior and junior debt ratings of all 10 rated
Portuguese banks.  The rating action has been triggered by the
review for possible downgrade of the Aa2 ratings of the Portuguese
Government.

At the same time, the standalone Bank Financial Strength Ratings
for all but one of the banks (Banco Portugues de Negocios, where
the BFSR is at E+ already) have been placed on review for possible
downgrade to assess the impact of the challenging economic and
financial market conditions on the banks' standalone credit
profile.

"The review of the banks' debt ratings will assess to what extent
a potentially lower-rated government will be able and willing to
support its banking system in case of need, especially when
bearing in mind the current market headwinds and higher funding
costs faced by the Portuguese Government," said Olga Cerqueira,
Assistant Vice President and Moody's lead analyst for Portuguese
banks.  Moody's is concerned about the extent to which the
economic difficulties and more challenging market access will
weaken the banks' standalone credit profile.  While most
Portuguese banks have weathered the international financial crisis
reasonably well so far, they are highly reliant on wholesale
funding.  Furthermore, both profitability and asset quality are
likely to suffer from the subdued growth prospects over the coming
years during which Portugal needs to implement its austerity
measures.

Moody's review of the BFSRs will assess the impact of the
increasingly adverse economic and financial market conditions on
the banks' future performance.  In particular, Moody's will
assess: (1) the impact on profitability of higher funding costs;
(2) the resilience of banks to different liquidity stresses, for
example the closure of capital markets for an extended period; and
(3) the impact on asset quality and solvency of a challenged
operating environment that will give rise to unemployment, lower
consumer disposable income and the de-leveraging process in the
small- and medium-sized enterprise and corporate sectors.

The review of the banks' deposit and debt ratings will take into
account: (1) the outcome of the BFSRs' review; (2) the
government's ability and willingness to support its banking system
(which is currently assessed as Aaa, two notches higher than the
government's own Aa2 rating); and (3) the outcome of the review of
the sovereign rating.  Moody's adds that some ratings may go down
by more than one notch.

As the banks' senior and junior subordinated ratings are also
impacted by deteriorating credit fundamentals (as indicated by a
change to either the senior debt ratings or the BFSRs), Moody's
has placed these ratings under review for possible downgrade as
well, together with the short-term debt and deposit ratings of all
banks, except Banco Santander Totta and Caixa Geral de Depositos.

These ratings were affirmed: The BFSR of Banco Portugues de
Negocios at E+, as its low level already incorporates a high
likelihood of requiring ongoing third-party support.  The short-
term debt and deposits ratings of CGD and BST at Prime-1 were also
affirmed, as the high level of support from the government for CGD
or from its ultimate parent, Banco Santander, (rated Aa2/P-1/B-)
for BST, should underpin the Prime-1 rating levels.

Following the sovereign rating action, Moody's has also placed
under review for possible downgrade the backed-Aa2 rated long-term
senior unsecured debt securities of Banco Comercial Portugues,
Banco Espirito Santo, Banif -- Banco Internacional do Funchal and
Caixa Geral de Depositos.

The specific ratings affected by the rating action are:

              Banif -- Banco Internacional do Funchal

All ratings assigned to Banif and its funding subsidiaries (Banif
Finance Limited and Banif Sucursal Financeira Exterior) have been
placed on review for possible downgrade, including the D- BFSR,
the Baa1 deposit and senior debt ratings, the Baa2 senior
subordinated debt rating, the B1 junior subordinated debt rating,
the B3 Tier 1 instruments and the Prime-2 short-term ratings.  All
ratings have been placed on review for possible downgrade, having
previously been on negative outlook.

                    Banco Comercial Portugues

All ratings assigned to Banco Comercial Portugues and its funding
subsidiaries (BCP Finance Company, BCP Finance Bank and Banco
Comercial Portugues Madeira) have been placed on review for
possible downgrade, including the D+ BFSR, the A1 deposit and
senior debt ratings, the A2 senior subordinated debt rating, the
Ba3 Tier 1 instruments and the Prime-1 short-term ratings.  All
ratings were placed on review for possible downgrade, having
previously been on negative outlook.  Furthermore, the long-term
deposit ratings of Bank Millennium of Baa2 were also put on review
for possible downgrade.  BM is a Polish subsidiary of BCP, which
owns 65.5% of the bank and has recently contributed to its capital
increase.  The rating action on BM's supported deposit ratings
reflected the similar rating action on parent's BFSR.  BM's BFSR
of D mapping to the Baseline Credit Assessment of (Ba2) with
stable outlook and short-term deposit ratings of P-3 were
affirmed.

                       Banco Espirito Santo

All ratings assigned to Banco Espirito Santo and its funding
subsidiaries (BES Finance Limited, Banco Espirito Santo London
Branch, Banco Espirito Santo Cayman Branch, Banco Espirito Santo
Madeira Branch, Espirito Santo Plc, Espirito Santo Investment Plc,
Banco Espirito Santo NA Capital) have been placed on review for
possible downgrade, including the C- BFSR, the A1 deposit and
senior debt ratings, the A2 senior subordinated debt rating, the
Baa2 junior subordinated debt rating, the Ba1 Tier 1 instruments
and the Prime-1 short-term ratings.  All ratings have been placed
on review for possible downgrade, having previously been on stable
outlook.

                            Banco BPI

All ratings assigned to Banco BPI and its funding subsidiaries
(BPI Capital Finance, Banco BPI Cayman, Banco BPI Santa Maria,
Banco BPI Madeira, Banco BPI Cayman Ltd) have been placed on
review for possible downgrade, including the C- BFSR, the A1
deposit and senior debt ratings, the A2 senior subordinated debt
rating, the Baa3 junior subordinated debt rating, the Ba2 Tier 1
instruments and the Prime-1 short term ratings.  All ratings have
been placed on review for possible downgrade, having previously
been on negative outlook.

                    Banco Portugues de Negocios

Banco Portugues de Negocios' Baa3 long-term deposit and Prime-3
short term ratings have been placed on review for possible
downgrade.  The E+ BFSR with a negative outlook has been affirmed.
The Baa3/P-3 ratings were placed on review for possible downgrade,
having previously had a developing outlook.  The outlook on its E+
BFSR remains negative.

                      Banco Santander Totta

All ratings assigned to Banco Santander Totta and its funding
subsidiary (Banco Santander Totta London) have been placed on
review for possible downgrade, including the C- BFSR, the Aa3
deposit and senior debt ratings, the A1 senior subordinated debt
rating and the A3 junior subordinated debt rating.  The Prime-1
short-term ratings have been affirmed.  All long-term deposit and
debt ratings and BFSR have been placed on review for possible
downgrade, having previously been on negative outlook.

                     Caixa Geral de Depositos

All ratings assigned to Caixa Geral de Depositos and its funding
subsidiaries (Caixa Geral de Depositos Madeira, Caixa Geral de
Depositos Paris, Caixa Geral de Depositos Finance, Caixa Geral de
Depositos New York, Caixa Geral Finance Limited) have been placed
on review for possible downgrade, including the C- BFSR, the Aa2
deposit and senior debt ratings, the Aa3 senior subordinated debt
rating, the Baa1 junior subordinated debt rating and the Baa3 Tier
1 instruments.  The Prime-1 short term ratings have been affirmed.
All long-term deposit and debt ratings and BFSR were placed on
review for possible downgrade, having previously been on negative
outlook.

                  Espirito Santo Financial Group

All ratings assigned to Espirito Santo Financial Group and its
funding subsidiaries (Espirito Santo Financiere and ESFG
International Limited) have been placed on review for possible
downgrade, including the A3 issuer and senior debt ratings, the
Baa1 senior subordinated debt rating, the Ba2 Tier 1 instruments
and the Prime-2 short-term rating.  All ratings have been placed
on review for possible downgrade, having previously been on stable
outlook.

                         Banco Itau Europa

All ratings assigned to Banco Itau Europa have been placed on
review for possible downgrade, including the C- BFSR, the Baa1
deposit and senior debt ratings, the Baa2 senior subordinated debt
ratings, the Baa3 junior subordinated debt ratings and the Prime-2
short term ratings.  All ratings have been placed on review for
possible downgrade, having previously been on negative outlook.

                  Caixa Economica Montepio Geral

All ratings assigned to Caixa Economica Montepio Geral and its
funding subsidiary (Caixa Economica Montepio Geral Cayman Islands
Branch) have been placed on review for possible downgrade,
including the D BFSR, the Baa1 deposit and senior debt ratings,
the Baa2 senior subordinated debt ratings, the Ba3 junior
subordinated debt ratings and the Prime-2 short-term ratings.  All
ratings were placed on review for possible downgrade, having
previously been on negative outlook.

The last rating actions on Banif, BCP, BES, BPI, BST, CGD, ESFG,
Itau Europa and Montepio were implemented on 22 April 2010 when
Moody's downgraded their hybrid securities/MTN programs following
revisions to Moody's hybrids methodology.  The last rating action
on BPN was implemented on 30 March 2009, when Moody's assigned a
developing outlook to its Baa3 deposit and debt ratings and
affirmed the E+ BFSR.  The last rating action on Banco Millennium
was implemented on 16 September 2009 when the deposit ratings were
downgraded to Baa2/Prime-3 from A3/Prime-2 following the downgrade
of the parent bank's ratings.

Banif is headquartered in Funchal, Portugal.  At 31 December 2009
it had total unaudited assets of EUR11.6 billion.

BCP is headquartered in Oporto, Portugal.  At 31 December 2009 it
had total assets of EUR95.6 billion.

BM is headquartered in Warsaw, Poland.  At 31 December 2009 it
reported IFRS consolidated total assets of PLN44.9 billion
(EUR10.9 billion).

BES is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR82.3 billion.

BPI is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR47.5 billion.

BPN is headquartered in Lisbon, Portugal.  At 31 December 2008 it
had total assets of EUR8.2 billion.

BST is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total unaudited assets of EUR45.7 billion.

CGD is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR120.9 billion.

ESFG is headquartered in Luxembourg.  At 31 December 2009 it had
total assets of EUR85.3 billion.

Itau Europa is headquartered in Lisbon, Portugal.  At 31 December
2009 it had total assets of EUR5.1 billion.

Montepio is headquartered in Lisbon, Portugal.  At 31 December
2009 it had total assets of EUR17.2 billion.


BANCO PORTUGUES: Moody's Affirms 'E+' Financial Strength Rating
---------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade the senior and junior debt ratings of all 10 rated
Portuguese banks.  The rating action has been triggered by the
review for possible downgrade of the Aa2 ratings of the Portuguese
Government.

At the same time, the standalone Bank Financial Strength Ratings
for all but one of the banks (Banco Portugues de Negocios, where
the BFSR is at E+ already) have been placed on review for possible
downgrade to assess the impact of the challenging economic and
financial market conditions on the banks' standalone credit
profile.

"The review of the banks' debt ratings will assess to what extent
a potentially lower-rated government will be able and willing to
support its banking system in case of need, especially when
bearing in mind the current market headwinds and higher funding
costs faced by the Portuguese Government," said Olga Cerqueira,
Assistant Vice President and Moody's lead analyst for Portuguese
banks.  Moody's is concerned about the extent to which the
economic difficulties and more challenging market access will
weaken the banks' standalone credit profile.  While most
Portuguese banks have weathered the international financial crisis
reasonably well so far, they are highly reliant on wholesale
funding.  Furthermore, both profitability and asset quality are
likely to suffer from the subdued growth prospects over the coming
years during which Portugal needs to implement its austerity
measures.

Moody's review of the BFSRs will assess the impact of the
increasingly adverse economic and financial market conditions on
the banks' future performance.  In particular, Moody's will
assess: (1) the impact on profitability of higher funding costs;
(2) the resilience of banks to different liquidity stresses, for
example the closure of capital markets for an extended period; and
(3) the impact on asset quality and solvency of a challenged
operating environment that will give rise to unemployment, lower
consumer disposable income and the de-leveraging process in the
small- and medium-sized enterprise and corporate sectors.

The review of the banks' deposit and debt ratings will take into
account: (1) the outcome of the BFSRs' review; (2) the
government's ability and willingness to support its banking system
(which is currently assessed as Aaa, two notches higher than the
government's own Aa2 rating); and (3) the outcome of the review of
the sovereign rating.  Moody's adds that some ratings may go down
by more than one notch.

As the banks' senior and junior subordinated ratings are also
impacted by deteriorating credit fundamentals (as indicated by a
change to either the senior debt ratings or the BFSRs), Moody's
has placed these ratings under review for possible downgrade as
well, together with the short-term debt and deposit ratings of all
banks, except Banco Santander Totta and Caixa Geral de Depositos.

These ratings were affirmed: The BFSR of Banco Portugues de
Negocios at E+, as its low level already incorporates a high
likelihood of requiring ongoing third-party support.  The short-
term debt and deposits ratings of CGD and BST at Prime-1 were also
affirmed, as the high level of support from the government for CGD
or from its ultimate parent, Banco Santander, (rated Aa2/P-1/B-)
for BST, should underpin the Prime-1 rating levels.

Following the sovereign rating action, Moody's has also placed
under review for possible downgrade the backed-Aa2 rated long-term
senior unsecured debt securities of Banco Comercial Portugues,
Banco Espirito Santo, Banif -- Banco Internacional do Funchal and
Caixa Geral de Depositos.

The specific ratings affected by the rating action are:

              Banif -- Banco Internacional do Funchal

All ratings assigned to Banif and its funding subsidiaries (Banif
Finance Limited and Banif Sucursal Financeira Exterior) have been
placed on review for possible downgrade, including the D- BFSR,
the Baa1 deposit and senior debt ratings, the Baa2 senior
subordinated debt rating, the B1 junior subordinated debt rating,
the B3 Tier 1 instruments and the Prime-2 short-term ratings.  All
ratings have been placed on review for possible downgrade, having
previously been on negative outlook.

                    Banco Comercial Portugues

All ratings assigned to Banco Comercial Portugues and its funding
subsidiaries (BCP Finance Company, BCP Finance Bank and Banco
Comercial Portugues Madeira) have been placed on review for
possible downgrade, including the D+ BFSR, the A1 deposit and
senior debt ratings, the A2 senior subordinated debt rating, the
Ba3 Tier 1 instruments and the Prime-1 short-term ratings.  All
ratings were placed on review for possible downgrade, having
previously been on negative outlook.  Furthermore, the long-term
deposit ratings of Bank Millennium of Baa2 were also put on review
for possible downgrade.  BM is a Polish subsidiary of BCP, which
owns 65.5% of the bank and has recently contributed to its capital
increase.  The rating action on BM's supported deposit ratings
reflected the similar rating action on parent's BFSR.  BM's BFSR
of D mapping to the Baseline Credit Assessment of (Ba2) with
stable outlook and short-term deposit ratings of P-3 were
affirmed.

                       Banco Espirito Santo

All ratings assigned to Banco Espirito Santo and its funding
subsidiaries (BES Finance Limited, Banco Espirito Santo London
Branch, Banco Espirito Santo Cayman Branch, Banco Espirito Santo
Madeira Branch, Espirito Santo Plc, Espirito Santo Investment Plc,
Banco Espirito Santo NA Capital) have been placed on review for
possible downgrade, including the C- BFSR, the A1 deposit and
senior debt ratings, the A2 senior subordinated debt rating, the
Baa2 junior subordinated debt rating, the Ba1 Tier 1 instruments
and the Prime-1 short-term ratings.  All ratings have been placed
on review for possible downgrade, having previously been on stable
outlook.

                            Banco BPI

All ratings assigned to Banco BPI and its funding subsidiaries
(BPI Capital Finance, Banco BPI Cayman, Banco BPI Santa Maria,
Banco BPI Madeira, Banco BPI Cayman Ltd) have been placed on
review for possible downgrade, including the C- BFSR, the A1
deposit and senior debt ratings, the A2 senior subordinated debt
rating, the Baa3 junior subordinated debt rating, the Ba2 Tier 1
instruments and the Prime-1 short term ratings.  All ratings have
been placed on review for possible downgrade, having previously
been on negative outlook.

                    Banco Portugues de Negocios

Banco Portugues de Negocios' Baa3 long-term deposit and Prime-3
short term ratings have been placed on review for possible
downgrade.  The E+ BFSR with a negative outlook has been affirmed.
The Baa3/P-3 ratings were placed on review for possible downgrade,
having previously had a developing outlook.  The outlook on its E+
BFSR remains negative.

                      Banco Santander Totta

All ratings assigned to Banco Santander Totta and its funding
subsidiary (Banco Santander Totta London) have been placed on
review for possible downgrade, including the C- BFSR, the Aa3
deposit and senior debt ratings, the A1 senior subordinated debt
rating and the A3 junior subordinated debt rating.  The Prime-1
short-term ratings have been affirmed.  All long-term deposit and
debt ratings and BFSR have been placed on review for possible
downgrade, having previously been on negative outlook.

                     Caixa Geral de Depositos

All ratings assigned to Caixa Geral de Depositos and its funding
subsidiaries (Caixa Geral de Depositos Madeira, Caixa Geral de
Depositos Paris, Caixa Geral de Depositos Finance, Caixa Geral de
Depositos New York, Caixa Geral Finance Limited) have been placed
on review for possible downgrade, including the C- BFSR, the Aa2
deposit and senior debt ratings, the Aa3 senior subordinated debt
rating, the Baa1 junior subordinated debt rating and the Baa3 Tier
1 instruments.  The Prime-1 short term ratings have been affirmed.
All long-term deposit and debt ratings and BFSR were placed on
review for possible downgrade, having previously been on negative
outlook.

                  Espirito Santo Financial Group

All ratings assigned to Espirito Santo Financial Group and its
funding subsidiaries (Espirito Santo Financiere and ESFG
International Limited) have been placed on review for possible
downgrade, including the A3 issuer and senior debt ratings, the
Baa1 senior subordinated debt rating, the Ba2 Tier 1 instruments
and the Prime-2 short-term rating.  All ratings have been placed
on review for possible downgrade, having previously been on stable
outlook.

                         Banco Itau Europa

All ratings assigned to Banco Itau Europa have been placed on
review for possible downgrade, including the C- BFSR, the Baa1
deposit and senior debt ratings, the Baa2 senior subordinated debt
ratings, the Baa3 junior subordinated debt ratings and the Prime-2
short term ratings.  All ratings have been placed on review for
possible downgrade, having previously been on negative outlook.

                  Caixa Economica Montepio Geral

All ratings assigned to Caixa Economica Montepio Geral and its
funding subsidiary (Caixa Economica Montepio Geral Cayman Islands
Branch) have been placed on review for possible downgrade,
including the D BFSR, the Baa1 deposit and senior debt ratings,
the Baa2 senior subordinated debt ratings, the Ba3 junior
subordinated debt ratings and the Prime-2 short-term ratings.  All
ratings were placed on review for possible downgrade, having
previously been on negative outlook.

The last rating actions on Banif, BCP, BES, BPI, BST, CGD, ESFG,
Itau Europa and Montepio were implemented on 22 April 2010 when
Moody's downgraded their hybrid securities/MTN programs following
revisions to Moody's hybrids methodology.  The last rating action
on BPN was implemented on 30 March 2009, when Moody's assigned a
developing outlook to its Baa3 deposit and debt ratings and
affirmed the E+ BFSR.  The last rating action on Banco Millennium
was implemented on 16 September 2009 when the deposit ratings were
downgraded to Baa2/Prime-3 from A3/Prime-2 following the downgrade
of the parent bank's ratings.

Banif is headquartered in Funchal, Portugal.  At 31 December 2009
it had total unaudited assets of EUR11.6 billion.

BCP is headquartered in Oporto, Portugal.  At 31 December 2009 it
had total assets of EUR95.6 billion.

BM is headquartered in Warsaw, Poland.  At 31 December 2009 it
reported IFRS consolidated total assets of PLN44.9 billion
(EUR10.9 billion).

BES is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR82.3 billion.

BPI is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR47.5 billion.

BPN is headquartered in Lisbon, Portugal.  At 31 December 2008 it
had total assets of EUR8.2 billion.

BST is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total unaudited assets of EUR45.7 billion.

CGD is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR120.9 billion.

ESFG is headquartered in Luxembourg.  At 31 December 2009 it had
total assets of EUR85.3 billion.

Itau Europa is headquartered in Lisbon, Portugal.  At 31 December
2009 it had total assets of EUR5.1 billion.

Montepio is headquartered in Lisbon, Portugal.  At 31 December
2009 it had total assets of EUR17.2 billion.


CAIXA ECONOMICA: Moody's Puts D BFSR Under Review for Downgrade
---------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade the senior and junior debt ratings of all 10 rated
Portuguese banks.  The rating action has been triggered by the
review for possible downgrade of the Aa2 ratings of the Portuguese
Government.

At the same time, the standalone Bank Financial Strength Ratings
for all but one of the banks (Banco Portugues de Negocios, where
the BFSR is at E+ already) have been placed on review for possible
downgrade to assess the impact of the challenging economic and
financial market conditions on the banks' standalone credit
profile.

"The review of the banks' debt ratings will assess to what extent
a potentially lower-rated government will be able and willing to
support its banking system in case of need, especially when
bearing in mind the current market headwinds and higher funding
costs faced by the Portuguese Government," said Olga Cerqueira,
Assistant Vice President and Moody's lead analyst for Portuguese
banks.  Moody's is concerned about the extent to which the
economic difficulties and more challenging market access will
weaken the banks' standalone credit profile.  While most
Portuguese banks have weathered the international financial crisis
reasonably well so far, they are highly reliant on wholesale
funding.  Furthermore, both profitability and asset quality are
likely to suffer from the subdued growth prospects over the coming
years during which Portugal needs to implement its austerity
measures.

Moody's review of the BFSRs will assess the impact of the
increasingly adverse economic and financial market conditions on
the banks' future performance.  In particular, Moody's will
assess: (1) the impact on profitability of higher funding costs;
(2) the resilience of banks to different liquidity stresses, for
example the closure of capital markets for an extended period; and
(3) the impact on asset quality and solvency of a challenged
operating environment that will give rise to unemployment, lower
consumer disposable income and the de-leveraging process in the
small- and medium-sized enterprise and corporate sectors.

The review of the banks' deposit and debt ratings will take into
account: (1) the outcome of the BFSRs' review; (2) the
government's ability and willingness to support its banking system
(which is currently assessed as Aaa, two notches higher than the
government's own Aa2 rating); and (3) the outcome of the review of
the sovereign rating.  Moody's adds that some ratings may go down
by more than one notch.

As the banks' senior and junior subordinated ratings are also
impacted by deteriorating credit fundamentals (as indicated by a
change to either the senior debt ratings or the BFSRs), Moody's
has placed these ratings under review for possible downgrade as
well, together with the short-term debt and deposit ratings of all
banks, except Banco Santander Totta and Caixa Geral de Depositos.

These ratings were affirmed: The BFSR of Banco Portugues de
Negocios at E+, as its low level already incorporates a high
likelihood of requiring ongoing third-party support.  The short-
term debt and deposits ratings of CGD and BST at Prime-1 were also
affirmed, as the high level of support from the government for CGD
or from its ultimate parent, Banco Santander, (rated Aa2/P-1/B-)
for BST, should underpin the Prime-1 rating levels.

Following the sovereign rating action, Moody's has also placed
under review for possible downgrade the backed-Aa2 rated long-term
senior unsecured debt securities of Banco Comercial Portugues,
Banco Espirito Santo, Banif -- Banco Internacional do Funchal and
Caixa Geral de Depositos.

The specific ratings affected by the rating action are:

              Banif -- Banco Internacional do Funchal

All ratings assigned to Banif and its funding subsidiaries (Banif
Finance Limited and Banif Sucursal Financeira Exterior) have been
placed on review for possible downgrade, including the D- BFSR,
the Baa1 deposit and senior debt ratings, the Baa2 senior
subordinated debt rating, the B1 junior subordinated debt rating,
the B3 Tier 1 instruments and the Prime-2 short-term ratings.  All
ratings have been placed on review for possible downgrade, having
previously been on negative outlook.

                    Banco Comercial Portugues

All ratings assigned to Banco Comercial Portugues and its funding
subsidiaries (BCP Finance Company, BCP Finance Bank and Banco
Comercial Portugues Madeira) have been placed on review for
possible downgrade, including the D+ BFSR, the A1 deposit and
senior debt ratings, the A2 senior subordinated debt rating, the
Ba3 Tier 1 instruments and the Prime-1 short-term ratings.  All
ratings were placed on review for possible downgrade, having
previously been on negative outlook.  Furthermore, the long-term
deposit ratings of Bank Millennium of Baa2 were also put on review
for possible downgrade.  BM is a Polish subsidiary of BCP, which
owns 65.5% of the bank and has recently contributed to its capital
increase.  The rating action on BM's supported deposit ratings
reflected the similar rating action on parent's BFSR.  BM's BFSR
of D mapping to the Baseline Credit Assessment of (Ba2) with
stable outlook and short-term deposit ratings of P-3 were
affirmed.

                       Banco Espirito Santo

All ratings assigned to Banco Espirito Santo and its funding
subsidiaries (BES Finance Limited, Banco Espirito Santo London
Branch, Banco Espirito Santo Cayman Branch, Banco Espirito Santo
Madeira Branch, Espirito Santo Plc, Espirito Santo Investment Plc,
Banco Espirito Santo NA Capital) have been placed on review for
possible downgrade, including the C- BFSR, the A1 deposit and
senior debt ratings, the A2 senior subordinated debt rating, the
Baa2 junior subordinated debt rating, the Ba1 Tier 1 instruments
and the Prime-1 short-term ratings.  All ratings have been placed
on review for possible downgrade, having previously been on stable
outlook.

                            Banco BPI

All ratings assigned to Banco BPI and its funding subsidiaries
(BPI Capital Finance, Banco BPI Cayman, Banco BPI Santa Maria,
Banco BPI Madeira, Banco BPI Cayman Ltd) have been placed on
review for possible downgrade, including the C- BFSR, the A1
deposit and senior debt ratings, the A2 senior subordinated debt
rating, the Baa3 junior subordinated debt rating, the Ba2 Tier 1
instruments and the Prime-1 short term ratings.  All ratings have
been placed on review for possible downgrade, having previously
been on negative outlook.

                    Banco Portugues de Negocios

Banco Portugues de Negocios' Baa3 long-term deposit and Prime-3
short term ratings have been placed on review for possible
downgrade.  The E+ BFSR with a negative outlook has been affirmed.
The Baa3/P-3 ratings were placed on review for possible downgrade,
having previously had a developing outlook.  The outlook on its E+
BFSR remains negative.

                      Banco Santander Totta

All ratings assigned to Banco Santander Totta and its funding
subsidiary (Banco Santander Totta London) have been placed on
review for possible downgrade, including the C- BFSR, the Aa3
deposit and senior debt ratings, the A1 senior subordinated debt
rating and the A3 junior subordinated debt rating.  The Prime-1
short-term ratings have been affirmed.  All long-term deposit and
debt ratings and BFSR have been placed on review for possible
downgrade, having previously been on negative outlook.

                     Caixa Geral de Depositos

All ratings assigned to Caixa Geral de Depositos and its funding
subsidiaries (Caixa Geral de Depositos Madeira, Caixa Geral de
Depositos Paris, Caixa Geral de Depositos Finance, Caixa Geral de
Depositos New York, Caixa Geral Finance Limited) have been placed
on review for possible downgrade, including the C- BFSR, the Aa2
deposit and senior debt ratings, the Aa3 senior subordinated debt
rating, the Baa1 junior subordinated debt rating and the Baa3 Tier
1 instruments.  The Prime-1 short term ratings have been affirmed.
All long-term deposit and debt ratings and BFSR were placed on
review for possible downgrade, having previously been on negative
outlook.

                  Espirito Santo Financial Group

All ratings assigned to Espirito Santo Financial Group and its
funding subsidiaries (Espirito Santo Financiere and ESFG
International Limited) have been placed on review for possible
downgrade, including the A3 issuer and senior debt ratings, the
Baa1 senior subordinated debt rating, the Ba2 Tier 1 instruments
and the Prime-2 short-term rating.  All ratings have been placed
on review for possible downgrade, having previously been on stable
outlook.

                         Banco Itau Europa

All ratings assigned to Banco Itau Europa have been placed on
review for possible downgrade, including the C- BFSR, the Baa1
deposit and senior debt ratings, the Baa2 senior subordinated debt
ratings, the Baa3 junior subordinated debt ratings and the Prime-2
short term ratings.  All ratings have been placed on review for
possible downgrade, having previously been on negative outlook.

                  Caixa Economica Montepio Geral

All ratings assigned to Caixa Economica Montepio Geral and its
funding subsidiary (Caixa Economica Montepio Geral Cayman Islands
Branch) have been placed on review for possible downgrade,
including the D BFSR, the Baa1 deposit and senior debt ratings,
the Baa2 senior subordinated debt ratings, the Ba3 junior
subordinated debt ratings and the Prime-2 short-term ratings.  All
ratings were placed on review for possible downgrade, having
previously been on negative outlook.

The last rating actions on Banif, BCP, BES, BPI, BST, CGD, ESFG,
Itau Europa and Montepio were implemented on 22 April 2010 when
Moody's downgraded their hybrid securities/MTN programs following
revisions to Moody's hybrids methodology.  The last rating action
on BPN was implemented on 30 March 2009, when Moody's assigned a
developing outlook to its Baa3 deposit and debt ratings and
affirmed the E+ BFSR.  The last rating action on Banco Millennium
was implemented on 16 September 2009 when the deposit ratings were
downgraded to Baa2/Prime-3 from A3/Prime-2 following the downgrade
of the parent bank's ratings.

Banif is headquartered in Funchal, Portugal.  At 31 December 2009
it had total unaudited assets of EUR11.6 billion.

BCP is headquartered in Oporto, Portugal.  At 31 December 2009 it
had total assets of EUR95.6 billion.

BM is headquartered in Warsaw, Poland.  At 31 December 2009 it
reported IFRS consolidated total assets of PLN44.9 billion
(EUR10.9 billion).

BES is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR82.3 billion.

BPI is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR47.5 billion.

BPN is headquartered in Lisbon, Portugal.  At 31 December 2008 it
had total assets of EUR8.2 billion.

BST is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total unaudited assets of EUR45.7 billion.

CGD is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR120.9 billion.

ESFG is headquartered in Luxembourg.  At 31 December 2009 it had
total assets of EUR85.3 billion.

Itau Europa is headquartered in Lisbon, Portugal.  At 31 December
2009 it had total assets of EUR5.1 billion.

Montepio is headquartered in Lisbon, Portugal.  At 31 December
2009 it had total assets of EUR17.2 billion.


ESPIRITO SANTO: Moody's Reviews Ba2 Rating on Tier 1 Instruments
----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade the senior and junior debt ratings of all 10 rated
Portuguese banks.  The rating action has been triggered by the
review for possible downgrade of the Aa2 ratings of the Portuguese
Government.

At the same time, the standalone Bank Financial Strength Ratings
for all but one of the banks (Banco Portugues de Negocios, where
the BFSR is at E+ already) have been placed on review for possible
downgrade to assess the impact of the challenging economic and
financial market conditions on the banks' standalone credit
profile.

"The review of the banks' debt ratings will assess to what extent
a potentially lower-rated government will be able and willing to
support its banking system in case of need, especially when
bearing in mind the current market headwinds and higher funding
costs faced by the Portuguese Government," said Olga Cerqueira,
Assistant Vice President and Moody's lead analyst for Portuguese
banks.  Moody's is concerned about the extent to which the
economic difficulties and more challenging market access will
weaken the banks' standalone credit profile.  While most
Portuguese banks have weathered the international financial crisis
reasonably well so far, they are highly reliant on wholesale
funding.  Furthermore, both profitability and asset quality are
likely to suffer from the subdued growth prospects over the coming
years during which Portugal needs to implement its austerity
measures.

Moody's review of the BFSRs will assess the impact of the
increasingly adverse economic and financial market conditions on
the banks' future performance.  In particular, Moody's will
assess: (1) the impact on profitability of higher funding costs;
(2) the resilience of banks to different liquidity stresses, for
example the closure of capital markets for an extended period; and
(3) the impact on asset quality and solvency of a challenged
operating environment that will give rise to unemployment, lower
consumer disposable income and the de-leveraging process in the
small- and medium-sized enterprise and corporate sectors.

The review of the banks' deposit and debt ratings will take into
account: (1) the outcome of the BFSRs' review; (2) the
government's ability and willingness to support its banking system
(which is currently assessed as Aaa, two notches higher than the
government's own Aa2 rating); and (3) the outcome of the review of
the sovereign rating.  Moody's adds that some ratings may go down
by more than one notch.

As the banks' senior and junior subordinated ratings are also
impacted by deteriorating credit fundamentals (as indicated by a
change to either the senior debt ratings or the BFSRs), Moody's
has placed these ratings under review for possible downgrade as
well, together with the short-term debt and deposit ratings of all
banks, except Banco Santander Totta and Caixa Geral de Depositos.

These ratings were affirmed: The BFSR of Banco Portugues de
Negocios at E+, as its low level already incorporates a high
likelihood of requiring ongoing third-party support.  The short-
term debt and deposits ratings of CGD and BST at Prime-1 were also
affirmed, as the high level of support from the government for CGD
or from its ultimate parent, Banco Santander, (rated Aa2/P-1/B-)
for BST, should underpin the Prime-1 rating levels.

Following the sovereign rating action, Moody's has also placed
under review for possible downgrade the backed-Aa2 rated long-term
senior unsecured debt securities of Banco Comercial Portugues,
Banco Espirito Santo, Banif -- Banco Internacional do Funchal and
Caixa Geral de Depositos.

The specific ratings affected by the rating action are:

              Banif -- Banco Internacional do Funchal

All ratings assigned to Banif and its funding subsidiaries (Banif
Finance Limited and Banif Sucursal Financeira Exterior) have been
placed on review for possible downgrade, including the D- BFSR,
the Baa1 deposit and senior debt ratings, the Baa2 senior
subordinated debt rating, the B1 junior subordinated debt rating,
the B3 Tier 1 instruments and the Prime-2 short-term ratings.  All
ratings have been placed on review for possible downgrade, having
previously been on negative outlook.

                    Banco Comercial Portugues

All ratings assigned to Banco Comercial Portugues and its funding
subsidiaries (BCP Finance Company, BCP Finance Bank and Banco
Comercial Portugues Madeira) have been placed on review for
possible downgrade, including the D+ BFSR, the A1 deposit and
senior debt ratings, the A2 senior subordinated debt rating, the
Ba3 Tier 1 instruments and the Prime-1 short-term ratings.  All
ratings were placed on review for possible downgrade, having
previously been on negative outlook.  Furthermore, the long-term
deposit ratings of Bank Millennium of Baa2 were also put on review
for possible downgrade.  BM is a Polish subsidiary of BCP, which
owns 65.5% of the bank and has recently contributed to its capital
increase.  The rating action on BM's supported deposit ratings
reflected the similar rating action on parent's BFSR.  BM's BFSR
of D mapping to the Baseline Credit Assessment of (Ba2) with
stable outlook and short-term deposit ratings of P-3 were
affirmed.

                       Banco Espirito Santo

All ratings assigned to Banco Espirito Santo and its funding
subsidiaries (BES Finance Limited, Banco Espirito Santo London
Branch, Banco Espirito Santo Cayman Branch, Banco Espirito Santo
Madeira Branch, Espirito Santo Plc, Espirito Santo Investment Plc,
Banco Espirito Santo NA Capital) have been placed on review for
possible downgrade, including the C- BFSR, the A1 deposit and
senior debt ratings, the A2 senior subordinated debt rating, the
Baa2 junior subordinated debt rating, the Ba1 Tier 1 instruments
and the Prime-1 short-term ratings.  All ratings have been placed
on review for possible downgrade, having previously been on stable
outlook.

                            Banco BPI

All ratings assigned to Banco BPI and its funding subsidiaries
(BPI Capital Finance, Banco BPI Cayman, Banco BPI Santa Maria,
Banco BPI Madeira, Banco BPI Cayman Ltd) have been placed on
review for possible downgrade, including the C- BFSR, the A1
deposit and senior debt ratings, the A2 senior subordinated debt
rating, the Baa3 junior subordinated debt rating, the Ba2 Tier 1
instruments and the Prime-1 short term ratings.  All ratings have
been placed on review for possible downgrade, having previously
been on negative outlook.

                    Banco Portugues de Negocios

Banco Portugues de Negocios' Baa3 long-term deposit and Prime-3
short term ratings have been placed on review for possible
downgrade.  The E+ BFSR with a negative outlook has been affirmed.
The Baa3/P-3 ratings were placed on review for possible downgrade,
having previously had a developing outlook.  The outlook on its E+
BFSR remains negative.

                      Banco Santander Totta

All ratings assigned to Banco Santander Totta and its funding
subsidiary (Banco Santander Totta London) have been placed on
review for possible downgrade, including the C- BFSR, the Aa3
deposit and senior debt ratings, the A1 senior subordinated debt
rating and the A3 junior subordinated debt rating.  The Prime-1
short-term ratings have been affirmed.  All long-term deposit and
debt ratings and BFSR have been placed on review for possible
downgrade, having previously been on negative outlook.

                     Caixa Geral de Depositos

All ratings assigned to Caixa Geral de Depositos and its funding
subsidiaries (Caixa Geral de Depositos Madeira, Caixa Geral de
Depositos Paris, Caixa Geral de Depositos Finance, Caixa Geral de
Depositos New York, Caixa Geral Finance Limited) have been placed
on review for possible downgrade, including the C- BFSR, the Aa2
deposit and senior debt ratings, the Aa3 senior subordinated debt
rating, the Baa1 junior subordinated debt rating and the Baa3 Tier
1 instruments.  The Prime-1 short term ratings have been affirmed.
All long-term deposit and debt ratings and BFSR were placed on
review for possible downgrade, having previously been on negative
outlook.

                  Espirito Santo Financial Group

All ratings assigned to Espirito Santo Financial Group and its
funding subsidiaries (Espirito Santo Financiere and ESFG
International Limited) have been placed on review for possible
downgrade, including the A3 issuer and senior debt ratings, the
Baa1 senior subordinated debt rating, the Ba2 Tier 1 instruments
and the Prime-2 short-term rating.  All ratings have been placed
on review for possible downgrade, having previously been on stable
outlook.

                         Banco Itau Europa

All ratings assigned to Banco Itau Europa have been placed on
review for possible downgrade, including the C- BFSR, the Baa1
deposit and senior debt ratings, the Baa2 senior subordinated debt
ratings, the Baa3 junior subordinated debt ratings and the Prime-2
short term ratings.  All ratings have been placed on review for
possible downgrade, having previously been on negative outlook.

                  Caixa Economica Montepio Geral

All ratings assigned to Caixa Economica Montepio Geral and its
funding subsidiary (Caixa Economica Montepio Geral Cayman Islands
Branch) have been placed on review for possible downgrade,
including the D BFSR, the Baa1 deposit and senior debt ratings,
the Baa2 senior subordinated debt ratings, the Ba3 junior
subordinated debt ratings and the Prime-2 short-term ratings.  All
ratings were placed on review for possible downgrade, having
previously been on negative outlook.

The last rating actions on Banif, BCP, BES, BPI, BST, CGD, ESFG,
Itau Europa and Montepio were implemented on 22 April 2010 when
Moody's downgraded their hybrid securities/MTN programs following
revisions to Moody's hybrids methodology.  The last rating action
on BPN was implemented on 30 March 2009, when Moody's assigned a
developing outlook to its Baa3 deposit and debt ratings and
affirmed the E+ BFSR.  The last rating action on Banco Millennium
was implemented on 16 September 2009 when the deposit ratings were
downgraded to Baa2/Prime-3 from A3/Prime-2 following the downgrade
of the parent bank's ratings.

Banif is headquartered in Funchal, Portugal.  At 31 December 2009
it had total unaudited assets of EUR11.6 billion.

BCP is headquartered in Oporto, Portugal.  At 31 December 2009 it
had total assets of EUR95.6 billion.

BM is headquartered in Warsaw, Poland.  At 31 December 2009 it
reported IFRS consolidated total assets of PLN44.9 billion
(EUR10.9 billion).

BES is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR82.3 billion.

BPI is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR47.5 billion.

BPN is headquartered in Lisbon, Portugal.  At 31 December 2008 it
had total assets of EUR8.2 billion.

BST is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total unaudited assets of EUR45.7 billion.

CGD is headquartered in Lisbon, Portugal.  At 31 December 2009 it
had total assets of EUR120.9 billion.

ESFG is headquartered in Luxembourg.  At 31 December 2009 it had
total assets of EUR85.3 billion.

Itau Europa is headquartered in Lisbon, Portugal.  At 31 December
2009 it had total assets of EUR5.1 billion.

Montepio is headquartered in Lisbon, Portugal.  At 31 December
2009 it had total assets of EUR17.2 billion.


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


* SPAIN: Rival Parties Agree to Merger of Ailing Savings Banks
--------------------------------------------------------------
Jonathan House at Dow Jones Newswires reports that Jose Luis
Rodriguez Zapatero, Spain's prime minister, and opposition leader
Marian Rajoy agreed Wednesday to push ailing savings banks into
mergers with stronger peers by a government deadline of June 30.

According to Dow Jones, the agreement is important because many of
Spain's unlisted savings banks are controlled by regional
governments.

Dow Jones notes Messrs. Zapatero and Rajoy also agreed on the
broad outlines of a regulation that among other things would give
savings banks a new instrument to raise capital.

Dow Jones relates Spain is grappling with the collapse of a decade
long construction boom that has pushed its economy deep into
recession and its public-sector accounts deep into the red.

Citing analysts and Spanish authorities, Dow Jones says an
unemployment rate of 20% and more than EUR300 billion of loans to
troubled real-estate developers are weighing heavily on the
sector, pushing many institutions to the verge of insolvency.

Mr. Zapatero, as cited by Dow Jones, said that about two-thirds of
the country's 44 ailing savings banks are so weakened by the
crisis that they will have to merge.  Currently more than 30 are
in merger talks, but in some of the cases negotiations have drawn
out for more than a year because of interference from regional
political bosses afraid of losing control of their local financial
institutions, Dow Jones discloses.

Dow Jones says a EUR9 billion bailout fund created last year by
the government and administered by the Bank of Spain to help cover
the costs of bank consolidation has yet to act.  Expandable to
EUR99 billion, it would offer funds to help strong institutions
take over weak ones, Dow Jones states.


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


ALBURN REAL: S&P Junks Ratings on Three Classes of Notes
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
Alburn Real Estate Capital Ltd.'s class B, C, D, and E notes.  At
the same time, S&P affirmed the class A notes.

The rating actions reflect S&P's view that the likelihood that the
class B to E notes will repay in full by legal final maturity has
reduced.

At closing, Alburn used the proceeds from the note issuance to
make a senior ranking secured loan to the borrower.  A portfolio
of 45 properties located across the U.K. secures the loan.  In
S&P's opinion, the properties are generally what S&P would
categorize as secondary quality.  The outstanding senior loan (and
note) balance is GBP185.2 million.  The loan is due to mature in
October 2013 and legal final maturity of the notes is October
2016.

In April 2010, the reported market value of the properties was
GBP135.045 million, resulting in senior and whole loan-to-value
ratios of 133.7% and 142.5%, respectively.  The reported market
value shows virtually no change from the April 2009 market value.
However, reported annual income fell to GBP14.80 million from
GBP16.00 million over the same period.

Additionally, the April 2010 reported estimated rental value of
the properties indicates the portfolio is over-rented.

In S&P's opinion, the secondary nature of the portfolio, potential
for loss of income from lease expiries, and decline in estimated
rental value are all factors that are likely to restrict material
value appreciation of the asset portfolio.

However, S&P believes that the class A notes and possibly the
class B notes could be repaid in full if the borrower is able to
successfully sell down a large proportion of the portfolio.  In
such circumstances, S&P believes that by the legal final maturity
date the issuer could repay the class A notes either from sale
proceeds or from refinancing.  Similarly, repayment of the class B
notes could also be achieved albeit with a significantly greater
degree of uncertainty, in S&P's view.

Further rating actions are possible as the timing and amount of
sale proceeds becomes known.

                          Ratings List

                  Alburn Real Estate Capital Ltd.
       GBP188.05 Million Commercial Mortgage-Backed Secured
                       Floating-Rate Notes

                          Ratings Lowered

                                    Ratings
                                    -------
              Class           To               From
              -----           --               ----
              B               B                BB
              C               CCC              BB-
              D               CCC-             B
              E               CCC-             B-

                          Rating Affirmed

                      Class           Rating
                      -----           ------
                      A               BBB-


BRITISH AIRWAYS: Price-Fixing Trial Postponed for Third Time
------------------------------------------------------------
Michael Herman at Times Online reports that the trial of four
British Airways executives accused of criminal price-fixing was
postponed for the third time on Wednesday.

Times Online relates Mr. Justice Owen told a jury at Southwark
Crown Court, in London, that they would not be needed until Monday
because of a "problem".  He did not elaborate, according to Times
Online.

Times Online recalls that on Tuesday the judge released the jury
early, saying that there had been a technical fault with the
monitors used to present evidence in court.

"The technical problem with the screens has been resolved but
there's a further problem that has arisen that I have to resolve,"
Times Online quoted Judge Owen as saying on Wednesday.

The case continues, Times Online notes.

As reported by the Troubled Company Reporter-Europe on April 28,
2010, the Financial Times said the Southwark Crown Court was told
on April 26 that four British Airways executives "colludes" with
Virgin Atlantic Airways as part of a price-fixing conspiracy that
led to millions of air passengers being overcharged for
transatlantic flights.  The FT disclosed the court was told that
the four executives agreed with each other and with three Virgin
executives to make and implement agreements between July 2004 and
April 2006 that led to price fixing.  The BA executives on trial
include Martin George, BA's former commercial director; Iain
Burns, BA's former head of communications; and Alan Burnett, the
airline's former head of UK and Ireland sales, the FT said.  The
fourth man -- Andrew Crawley, BA's sales and marketing director --
still works for the carrier and was promoted to the company's
management board in 2008, according the FT.  All men have pleaded
not guilty, the FT noted.

                      About British Airways

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

                           *     *     *

As reported in the Troubled Company Reporter-Europe on March 19,
2010, Moody's Investors Service lowered to B1 from Ba3 the
Corporate Family and Probability of Default Ratings of British
Airways plc; and the senior unsecured and subordinate ratings to
B2 and B3, respectively.  Moody's said the outlook is stable.
This concludes the review that was initiated on November 10, 2009.

The rating action reflects Moody's view that credit metrics will
not be commensurate with the previous rating category in the
medium term.  Moody's expect furthermore that metrics will be
burdened in the foreseeable future by the company's significant
pension deficit, which was at GBP2.6 billion for the APS and NAPS
schemes combined as of September 2009 (under IAS).  Moody's
nevertheless understand that under the current agreement with the
trade unions, the cash contributions to these deficits will be
frozen at GBP330 million per year for three years, subject to
approval by the Pensions Regulator and the trustees.


CORSAIR NO 3: Moody's Raises Rating on Series 24 Notes to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service has taken this rating action on notes
issued by Corsair (Jersey) No. 3 Limited under Series 24.

  -- Series 24 EUR 75,000,000 Credit Linked Note due 2019,
     Upgraded to Caa3; previously on May 29, 2009 Ca Placed Under
     Review for Possible Upgrade

The rating action concludes the review of this transaction and
reflects the risk borne by investors in relation to the current
portfolio composition and the notes credit enhancement.

Moody's notes that the current documentation does not require
sufficient information to be provided to Moody's to maintain the
rating going forward.  As a result, Moody's will withdraw its
rating for lack of information.


EUROPEAN PRIME: S&P Junks Rating on Class D Notes From 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'CCC' from 'B-' its
credit rating on European Prime Real Estate No. 1 PLC's commercial
mortgage-backed floating-rate class D notes.

The rating action reflects S&P's view of the likelihood of
principal losses on the Grays Shopping Centre loan.  The loan did
not repay at the loan maturity date (April 22, 2010).  The loan
was transferred into special servicing in December 2009, after the
servicer determined that there was a risk of payment default.  S&P
understands that the borrower has requested a three-year loan
extension and that the parties agreed a standstill period until
May 6, 2010.

At closing, the issuer acquired the senior-ranking portion of a
larger loan secured against a mixed-use property comprising
retail, office, and storage accommodations in Grays, Essex.  In
March 2010, the property was valued at GBP19.0 million (down from
GBP32.6 million at closing), reflecting a securitized loan-to-
value ratio of 109% (up from 64% at closing).  Since closing, the
property net operating income has remained stable.  However,
increases in market cap rates for secondary properties have
resulted in a 42% market value decline since closing.

The Normandy loan did not repay at its loan maturity date
(April 22, 2010) and the loan was immediately transferred into
special servicing as a consequence.  The loan is secured against a
single office property, let entirely to IBM (UK) Ltd. until
December 2014.  S&P understands that IBM has sub-let part of the
accommodation.  S&P also understands the special servicer is in
discussions with the borrower.  The short-term unexpired lease and
uncertainty regarding the prospects for lease renewal may, in
S&P's opinion, adversely affect the property value to the extent
that a sale of the property could result in losses.

In circumstances where a loan has defaulted, S&P believes the
special servicer may seek to gain control of any excess cash to
amortize loan principal.

Special servicing fees continue to affect the class D notes.  In
line with S&P's minor interest shortfall criteria, S&P has not
lowered the rating on these notes to 'D'.  However, further rating
action, including a downgrade to 'D', may be taken if the interest
shortfall persists.

European Prime Real Estate No. 1 closed in August 2005 and was
initially backed by eight loans secured against commercial
property in the U.K. Following the prepayment of three loans, five
loans are currently left in the pool and are secured on five
commercial properties.  The outstanding note balance has reduced
to GBP298.7 million from GBP347.8 million at closing.  The legal
maturity date is in April 2014.


HEWDEN STUART: Acquired by Sun European Partners From Finning
-------------------------------------------------------------
Martin Arnold at The Financial Times reports that Sun European
Partners has acquired Hewden Stuart, the loss-making equipment
rental business, for GBP110 million (US$166 million) from Canada's
Finning International.

Hewden Stuart made a loss before interest and tax of US$40 million
last year, due to a sharp drop in revenues caused by a slowdown in
the construction sector, the FT says, citing Toronto-based
Finning.

According to the FT, Finning said it would receive GBP90.2 million
of cash for Hewden Stuart, as well as a five-year GBP20 million
loan and a 5% equity warrant subject to some conditions being met.
It will use the proceeds to pay down debt, the FT notes.

Manchester-based Hewden Stuart supplies a range of heavy
equipment, including diggers, cherry picker platforms, generators,
compressors and portable buildings to construction companies and
other industrial groups.  The company has 1,300 staff at 63
locations across the U.K., according to the Financial Times.


I-LEVEL: Cashflow Problems Prompt Administration
------------------------------------------------
Tim Bradshaw at The Financial Times reports that i-Level has gone
into administration after losing a large contract for government
advertising.

The FT relates Zolfo Cooper was called in as administrator by
i-Level's directors on May 4 after the agency suffered cashflow
problems.

The FT says around two fifths of i-Level's revenues came from the
Central Office of Information until earlier this year, when the
government's main media buyer decided to consolidate all of its
online and offline advertising into one agency after one of the
UK's largest-ever advertising pitches.

According to the FT, i-Level's management team tried to replace
the gap in its revenues but ultimately failed to convince ECI,
which holds a 60% stake in the company or its lenders, which
pulled a revolving credit facility, to invest in its turnaround
strategy.  At that point, directors called in the administrators,
who hope to sell the business as a going concern, the FT recounts.

"We are very disappointed in this outcome.  The impact of the
recession, the loss of a pivotal account owing to a change in COI
tendering policy, the withdrawal of a vital working capital
facility, and having reviewed all available options, led the board
to appoint an administrator.  We hope the administrator will find
a buyer in short order," the FT quoted ECI a saying.

i-Level is an independent digital marketing agency.  The agency
has about 140 employees, in disciplines including online display
advertising, search marketing, social media and mobile marketing,
according to the Financial Times.


NAFTOGAZ OF UKRAINE: Ukraine to Study Gazprom Merger Proposal
-------------------------------------------------------------
RIA Novosti reports that Ukrainian Prime Minister Mykola Azarov on
Wednesday said Russia's proposal to merge its state-run Gazprom
and Ukraine's national energy company Naftogaz merits attention
and will be studied by the government.

"The proposal merits attention.  We'll naturally examine it
because it was made by the prime minister of a very large state,
our neighbor, out of good intentions," RIA Novosti quotedMr.
Azarov as saying.

According to RIA Novosti, Gazprom CEO Alexei Miller said the
energy ministers of Russia and Ukraine would meet in Moscow with
the management of Gazprom and Naftogaz after the May holidays
(after May 10) to discuss the details of a possible merger.

The Troubled Company Reporter-Europe, citing Bloomberg News,
reported on April 29, 2010, that Ukrainian President Viktor
Yanukovych said Naftogaz, which has been forced to reschedule some
of its debts, will be profitable next year after Russia agreed to
reduce natural gas prices.  Bloomberg disclosed Naftogaz was
forced to reschedule payments on US$500 million of loan
participation notes and US$1.15 billion of outstanding loans last
year after running out of cash as prices of Russian imported gas
jumped.  Bloomberg recalled Russia, which supplies almost 50% of
Ukraine's energy needs, agreed on April 21 to cut the price by 30%
this year.

                  About NJSC Naftogaz of Ukraine

Headquartered in Kiev, Ukraine, NJSC Naftogaz of Ukraine --
http://www.naftogaz.com/-- is a vertically integrated oil and gas
company engaged in full cycle of operations in gas and oil field
exploration and development, production and exploratory drilling,
gas and oil transport and storage, supply of natural gas and LPG
to consumers.

                          *     *     *

On March 16, 2010, the Troubled Company Reporter-Europe reported
that Moody's Investors Service withdrew the Caa2 corporate family
and Ca/LD probability of default ratings of NJSC Naftogaz of
Ukraine.  Moody's previous rating action on Naftogaz took place on
October 6, 2009 when the agency changed the PDR to Ca/LD from Ca.
The rating action followed the actual default by Naftogaz on
repayment of its US$500 million Loan Participation Notes due
September 30, 2009 at their maturity.  Naftogaz's foreign currency
corporate family and debt ratings remained unchanged at that point
in time at Caa2.  Moody's said the ratings remained under review
with direction uncertain, which reflected uncertainty at that time
over the execution and then impact of the restructuring proposal
put forward by the company to its debt holders.

As reported by the Troubled Company Reporter-Europe on Nov. 18,
2009, Fitch Ratings affirmed NJSC Naftogaz of Ukraine's long-term
foreign currency and local currency issuer default ratings at
'CCC'.  Fitch said the outlook is negative.


TATA STEEL: Corus Still In Talks to Find Buyer for Teeside Plant
----------------------------------------------------------------
Peter Marsh at The Financial Times reports that Kirby Adams, chief
executive of Corus, has hit back at union criticism of his
management style.

"I am a straight shooter, I don't sugar coat and I might irritate
some people," the FT quoted Mr. Adams as saying.  "If this is what
some people might call 'adversarial' then it seems to me that this
could be a compliment."

The FT relates Mr. Adams has been involved with a long-running row
with Michael Leahy, general secretary of the Community steel
union, mainly over the decision by Corus to close partly its
Teesside factory, throwing into jeopardy 1,700 jobs.

Mr. Leahy told the FT that Mr. Adams had an "over-adversarial
style", did not understand the normal processes for handling
relationships between businesses and unions in Europe and had
presided over the "worst period" for industrial relations at the
steelmaker for 45 years.

                              Solution

According to the FT, Mr. Adams said Corus, owned by Tata Steel of
India, was in contact with "a few businesses that have made
serious inquiries" over a deal for the site.

Mr. Adams, as cited by the FT, said "We are making a serious
effort to find a long-term solution for the Teesside plant and for
anyone to suggest otherwise is not true."

The FT recalls Corus shut down parts of the Teesside plant this
year after an Italian-led consortium pulled out of a deal to
acquire the site.

The FT notes Mr. Adams said it was difficult for Corus to be
"fully transparent" on what it was doing when it was involved with
delicate negotiations with potential bidders.

                         About Tata Steel

Headquartered in Mumbai, India, Tata Steel Limited --
http://www.tatasteel.com/-- is a diversified steel producer.  It
has operations in 24 countries and commercial presence in over 50
countries.  Its operations predominantly relate to manufacture of
steel and ferro alloys and minerals business. Other business
segments comprises of tubes and bearings.  On April 2, 2007, Tata
Steel UK Limited (TSUK), a subsidiary of Tulip UK Holding No.1,
which in turn is a subsidiary of Tata Steel completed the
acquisition of Corus Group plc.  Tata Metaliks Limited, which is
engaged in the business of manufacturing and selling pig iron,
became a subsidiary of the Company with effect from February 1,
2008.  In September 2008, the Company acquired a 7.3% interest in
Riversdale Mining Ltd.

                           *     *     *

Tata Steel Ltd. continues to carry a Ba3 corporate family rating
from Moody's Investors Service with stable outlook.  The rating
was downgraded by Moody's from Ba2 in June 2009.


URSUS EPC: Moody's Downgrades Ratings on Class E Notes to 'C'
-------------------------------------------------------------
Moody's Investors Service has downgraded these classes of Notes
issued by Ursus EPC p.l.c. (amounts reflecting initial
outstandings):

  -- GBP114.9M Class A Commercial Mortgage Backed Floating Rate
     Notes due July 2012, Downgraded to Baa1; previously on Apr 3,
     2009 Downgraded to A1

  -- GBP9.7M Class B Commercial Mortgage Backed Floating Rate
     Notes due July 2012, Downgraded to B1; previously on Apr 3,
     2009 Downgraded to Baa3

  -- GBP9.7M Class C Commercial Mortgage Backed Floating Rate
     Notes due July 2012, Downgraded to Caa2; previously on Apr 3,
     2009 Downgraded to Ba3

  -- GBP9.5M Class D Commercial Mortgage Backed Floating Rate
     Notes due July 2012, Downgraded to Ca; previously on Apr 3,
     2009 Downgraded to Caa1

  -- GBP5.4M Class E Commercial Mortgage Backed Floating Rate
     Notes due July 2012, Downgraded to C; previously on Apr 3,
     2009 Downgraded to Ca

Due to the repayment of all but one loans securitized in this
transaction, the total outstanding balance of the transaction has
been reduced to GBP36 million.

1) Transaction and Portfolio Overview

Ursus EPC p.l.c. closed in August 2005 and represents the true-
sale securitization of initially nine commercial mortgage loans
that were secured by 23 properties throughout the UK.  As of the
closing date the portfolio was mainly exposed to office (56% of
the pool) and retail (26% of the pool) properties.  As per the
last interest payment date in April 2010, the transaction had only
one loan remaining, the Castlegate Shopping Centre Loan.  Due to
the failure to refinance the loan on its maturity date, it has
been transferred to the special servicer.  The legal final
maturity date of the transaction is in July 2012.

The TK Maxx Loan fully repaid on its maturity date on 15 April
2010.  The Lamorna Loan and the Shazr Loan repaid on the April
2010 IPD after having been transferred into special servicing in
October 2009 when they defaulted on their scheduled maturity date.
As the sequential payment trigger had not been hit before
repayment of those loans, the repayment proceeds of the three
loans were allocated on a modified pro-rata basis to the Notes
(50% sequential and 50% pro-rata to the Class A, B, C, D and E
Notes).  The default of the Castlegate Loan now triggered the
sequential distribution trigger on the next IPD in July 2010 which
will result in the fully sequential allocation of principal
proceeds received from this loan.

The Castlegate Loan is secured by a shopping centre located in
Stockton-on-Tees in the North East of England.  The property was
purpose built in 1973 and comprises approximately 342,000 sq ft.
Anchor tenants are Wilkinsons Hardware Stores, GCP Nominees
(Hotel), Boots and TJ Morris (together approximately 25% of the
rental income).  According to the latest information as of April
2010 provided by the special servicer, the current occupancy rate
is approximately 97% and the net operating income is
GBP2.56 million, even though the sub-tenant of the hotel is in
administration.  Moody's was provided with a new valuation report
as of January 2010.  Based on the valuation the market value of
the property is GBP29.2 million, while the value assuming a
restricted marketing period of only three months is reported at
GBP26.3 million.  The current loan to value is 124%, and the
current ICR is 1.23x.

2) Rating Rationale

The rating actions have been mainly prompted by:

   (i) The default of the Castlegate Loan on its maturity date;

  (ii) The modified pro-rata allocation of the repayment proceeds
       of the TK Maxx Loan, the Shazr Loan and the Lamorna Loan
       shortly before default of the Castlegate Loan; and

(iii) The limited work-out period for the special servicer in the
       tail period of the Notes amid a distressed market
       environment with still unfavourable lending conditions.

Following a detailed re-assessment of the loan and its impact on
the ratings, the expected loss has increased compared to Moody's
latest transaction review conducted in April 2009 and has resulted
in the downgrades.

3) Moody's Analysis

In its analysis, Moody's considered potential work-out scenarios
that could be conducted by the special servicer and the impact of
those on the loan's recovery.  The valuation called by the
servicer prior the loan's maturity date has revealed that the
property value decreased by 35% to GBP29.2 million compared to the
January 2005 valuation from closing of the transaction
(GBP45.1 million).  As of March 2008, the property was valued at
GBP47.9 million, i.e.  the most recent valuation represents a 39%
value decline since then.

According to the valuation report, the shopping centre property
was last refurbished in 1996 and has been reasonable maintained.
However, the valuer notes the need of proactive maintenance going
forward to help to protect the value of the property.  Based on
the report, the property value has been mainly impacted by the
increase of market yield for secondary shopping centres and the
lower rental levels.

After the assessment of the valuation report, the analysis of the
most recent tenancy schedule and other information provided by the
special servicer, Moody's has adjusted its property value
assessment to GBP28.5 million from GBP 31.6 million as per April
2009 based on Moody's assumed net cash flow of GBP2.5 million.
Moody's current LTV for the single remaining loan is 126.6% based
on Moody's current value.  It was no information provided yet with
regards to the special servicer's work-out strategy of the loan.
In this respect, Moody's notes the limited time period until the
legal final maturity date of the Notes in July 2012.

The ICR coverage ratio of the Castlegate loan has been relatively
stable after the impact of a major tenant default on the October
2009 IPD.  According to the latest tenancy schedule provided to
Moody's, the amount of leases breaking or expiring until the end
of 2012 is limited to below 20% of the current rent payable.
Given the current interest coverage ratio of 1.21x, Moody's does
not assume significant interest shortfalls under the loan until
the legal final maturity of the transaction.

Given the high LTV of the loan, Moody's expects very high losses
on the defaulted loan.  The single loan nature of the pool and the
uncertainty around the work-out strategy has also increased the
uncertainty around this loss expectation, affecting the rating of
the senior notes in the capital structure.

Given the rather limited timeframe available (until mid-2012) for
a work-out for the special servicer, recovery aspects, which can
be measured by note-to-value ratios, are of importance.  Based on
Moody's property value the NTV ratios vary between 70% for the
Class A Notes and 127% for the Class E Notes.  As such, principal
losses on the Class C and, most notably, for the Class D and E
Notes are highly likely, bearing in mind that Moody's does not
expect a meaningful property value recovery until the
transaction's legal final maturity date.  The more senior classes
of Notes show NTV's of below 100% and therewith have a higher
likelihood of ultimate principal repayment.

The fixed to floating interest rate swap of the Issuer with
respect to the Castlegate Loan expired on the loan's maturity
date.  Hence, given the currently low 3-months GBP-LIBOR rate, the
Issuer will benefit from excess interest income of the fixed rate
Castlegate Loan over the amounts due under the floating rate Notes
and the transaction costs.  However, it is Moody's current
understanding that available excess spread will continue to be
paid to the Class X Notes.


* UNITED KINGDOM: May Be Hit by Greek Crisis Contagion
------------------------------------------------------
Lorenzo Totaro at Bloomberg News reports that economist Jean-Paul
Fitoussi said the U.K. will be one of the next victims of the
contagion from the Greek fiscal crisis after Spain, Portugal and
Ireland.

According to Bloomberg, Mr. Fitoussi, chairman of the Observatoire
Francais des Conjonctures Economique said at a conference in Rome
that contagion "will hit Spain, Portugal, Ireland and the U.K.
This is because there isn't a real European Union."  Bloomberg
relates the economist added that contagion "is marching on, it's
already here."

"Each of these countries is alone, on its own, to face this
crisis," Mr. Fitoussi said of Spain, Portugal, Ireland and U.K.,
according to Bloomberg.  Mr. Fitoussi, as cited by Bloomberg, said
contagion "is an already written page, it has been since the IMF
has been involved" and, by doing so, the European governments
showed they "were treating the Greek crisis as an external,
foreign problem, not an internal one."

Mr. Fitoussi did not elaborate on when Britain will start to be
affected, Bloomberg notes.


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


* BOOK REVIEW: Corporate Turnaround - How Managers Turn Losers
              Into Winners!
--------------------------------------------------------------
Author:  Donald B. Bibeault
Publisher: Beard Books
Softcover: 424 pages
List Price: $34.95

Corporate Turnaround offers, claims the author, a "four-pronged
approach" to taking the "mystery out of turnaround management."
One of the prongs -- Mr. Biebeault's personal experiences -- is
complemented with another prong -- interviews with sixteen top
turnaround specialists.  Together, they bring forth the drama and
the stakes of turnarounds.  The other two prongs -- surveys of
eighty-one corporate presidents and the author's exhaustive
research (400 references in all, taken from books, periodicals,
and scholarly writings) -- lend a great deal of substance and
authority to the book's subject matter.  This variety of material
greatly enriches the book, which is perhaps more relevant today
than it was in 1982 when it was first published.

Identifying the underlying causes for failure can be a futile
chicken-and-egg pursuit.  "Businesses decline for both
uncontrollable external reasons and for controllable internal
reasons," says Mr. Bibeault.  Nonetheless, Mr. Bibeault adds that
"[i]n most cases . . . business problems are internally
generated."  As one of his sources explains, managing a company is
like piloting a ship.  "If the ship is in good condition and the
captain is competent, it is almost impossible for it to be sunk by
a wave or a succession of waves."  A competent captain with a ship
in good condition can even bring it through a storm.

The manager of a company is different from the captain of a ship,
however, in that the manager not only has to pilot the company,
but is also responsible for its condition.  The central challenge
for a manager is to ensure that the company is structurally solid,
operationally relevant, efficient, and adaptable to be able to
weather any conditions the company might encounter.  Even though,
as Bibeault maintains, in practically all cases business problems
are internally generated, this does not rule out having to heed
external conditions.  External economic, political, or market
conditions expose and exacerbate a company's internal weaknesses.
"Management is not always able to deal with outside forces, even
when they can see them gathering."  A manager can be effective,
however, in "getting a company into a posture, both from a
marketing and financial point of view, where it can resist normal
business hazards and other more serious external challenges."  In
such circumstances, a turnaround may be a company's only hope for
survival, and the abilities of a turnaround manager are required.

Bibeault describes such managers as "the George Pattons of the
business world."  "They don't have a lot of friends, they're not
social successes, they're just known as blood-and-guts guys," is
the way one corporate executive puts it; a description repeated in
different words by other experienced businesspersons Bibeault
consulted.

In Corporate Turnaround, Bibeault explores every facet of a
turnaround.  The causes of a company's decline are followed with a
thorough consideration of the management basics in effecting a
turnaround.  The book also examines the attributes of the
turnaround manager and offers specific pragmatic steps for getting
on the path to recovery.  Lastly, Corporate Turnaround offers an
overall strategy.  The book is not only informative about the
crucial subject of corporate turnaround, but also a manual for
managing one.

Bibeault has worked on turnarounds of distressed companies for
over 25 years in addition to holding top executive positions in a
number of corporations.  He also holds advisory or governing board
positions with different universities and business groups.


                            *********

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 U. Pascual, Marites O. Claro, Rousel Elaine
T. Fernandez, Joy A. Agravante and Peter A. Chapman, Editors.

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

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

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

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


                 * * * End of Transmission * * *