TCRLA_Public/070430.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                    L A T I N   A M E R I C A

          Monday, April 30, 2007, Vol. 8, Issue 84

                          Headlines

A R G E N T I N A

BANCO HIPOTECARIO: Eyes 60% Boost in Loans This Year
GETTY IMAGES: Completes Buy of WireImage & Two Sub-Brands
HF TRADING: Claims Verification Deadline Moved to June 25
INVERSORA ELECTRICA: Creditors to Vote on Settlement Plan Today
LEAR CORP: Earns US$49.9 Million in First Quarter Ended March 31

PRODUCIR SRL: Trustee Verifies Proofs of Claim Until May 24
SERVICIOS DON FROILAN: Claims Verification Deadline Is May 14
SITELCO SA: Proofs of Claim Verification Ends on June 25
TELECOM ARGENTINA: Argentine Research Ups Rating to "Accumulate"

B A H A M A S

JETBLUE AIRWAYS: Credit Suisse Keeps "Outperform" Rating on Firm

B A R B A D O S

HILTON HOTELS: Closes Scandic Chain Sale to EQT for US$1.1 Bil.
HILTON HOTELS: Morgan Stanley Fund Buys 10 Hotels for US$770 Mln
HILTON HOTELS: S&P's BB+ Rating Unaffected by Sale of 10 Hotels

B E R M U D A

BLUE SHADOW: Sets Final General Meeting for June 4
FOSTER WHEELER: Units Gets Boiler Construction Contract from SRP

B R A Z I L

AMRO REAL: Earns BRL622 Million in First Quarter 2007
BANCO NACIONAL: Inks BRL7-Million Deal with Quanta Centro
BANCO NACIONAL: Board Grants BRL2-Million Financing to Conectt
BRASKEM SA: CADE Revokes Restrictions for Iparinga Acquisition
COMPANHIA ENERGETICA: Sao Paulo Government Mulls Privatization

COMPANHIA SIDERURGICA: Will Spend US$6B To Build Two Steel Mills
PETROLEO BRASILEIRO: Inks Cooperation Deal with Enap
PETROLEO BRASILEIRO: Inks Policies Promotion Deal with 2 Groups
TELE NORTE: Reports BRL343 Mil. of Net Income for Second Quarter
TELE NORTE: Fitch Affirms BB+ Foreign Currency Default Rating

TELE NORTE: Fitch Affirms BB+ Foreign Currency Default Ratings
TRW AUTOMOTIVE: Moody's Affirms Ba2 Corporate Family Rating

* BRAZIL: Approves US$9-Billion Bullet Train Project

C A Y M A N   I S L A N D S

BATAVIA CREDIT: Proofs of Claim Filing Is Until May 17
CAYMAN ABSC: Will Hold Final Shareholders Meeting on May 16
CLASSIC TERMS: Sets Final Shareholders Meeting for May 16
GLOBAL PRIVATE: Will Hold Final Shareholders Meeting on May 16
HDH SPECIAL: Sets Final Shareholders Meeting for May 16

HOTEI LTD: Proofs of Claim Filing Deadline Is May 17
HUNTSMAN INT'L: Will Hold Final Shareholders Meeting on May 16
JLOC 2001-II: Sets Final Shareholders Meeting for May 16
NFA (CAYMAN): Proofs of Claim Must be Filed by May 17
NSJ TWO: Proofs of Claim Filing Is Until May 17

PORTUGAL BLUE: Proofs of Claim Must be Filed by May 16
RYMBOURNE CAYMAN: Proofs of Claim Filing Ends on May 17
SF BUILDING: Proofs of Claim Filing Is Until May 17
S.F. TENNOUZU: Proofs of Claim Must be Filed by May 17
VITA CAPITAL: Sets Final Shareholders Meeting for May 16

C O L O M B I A

* COLOMBIA: To Hand Over Six Regional Airports to Private Firms

C O S T A   R I C A

US AIRWAYS: Reports US$66 Million First Quarter 2007 Net Profit

D O M I N I C A N   R E P U B L I C

ASHMORE ENERGY: To Open Hong Kong Office on Asian Energy Boom
OCHOA BANK: Regulator Takes Control Due to Liquidity Problems

E L   S A L V A D O R

SPECTRUM BRANDS: Fitch Affirms CCC Issuer Default Rating

G U A T E M A L A

AFFILIATED COMPUTER: Acquires Albion Assets for US$25.5 Million
IMAX CORP: Opens Second IMAX MPX(R) Theatre for Star Cinema

J A M A I C A

DELTA AIR: Launches Jamaica Vacation Package Promotion

* JAMAICA: Will Sell Assets to Raise Funds This Year

M E X I C O

BALLY TOTAL: NYSE Issues Delisting Notification
BALLY TOTAL: US Court Orders US$24,000 Payment to Singh Dhaliwal
BALLY TOTAL: Negotiates Form of Waiver & Forbearance Pacts
CLEAR CHANNEL: Earns US$102.2 Million in Quarter Ended March 31
FORD MOTOR: Reports Preliminary Results for First Quarter 2007

GLOBAL POWER: Court Extends Exclusive Filing Period to May 2
GLOBAL POWER: Consulting Pacts w/ Former Execs Extended to May 2
GLOBAL POWER: Court Approves PricewaterhouseCoopers as Auditors
GRUPO FINANCIERO: Net Income Rises to MXN1.62B in First Quarter
HIPOTECARIA CREDITO: Sells MXN900MM Mortgage-Backed Securities

JOAN FABRICS: Wants Court OK on Mintz Levin as Bankruptcy Atty.
JOAN FABRICS: Taps Pachulski Stang as Delaware Counsel
JOAN FABRICS: Court Okays Bankruptcy Services as Claims Agent
MEGA BRANDS: Hires Andree Pinard as Treasury & Investor Director
METROFINANCIERA SA: S&P Affirms BB- Counterparty Credit Rating

TV AZTECA: Reports MXN179 Million Net Income in 2007 First Qtr.
WENDY'S INTERNATIONAL: Mulls Firm's Sale Due to Drop in Profits
WENDY'S INTERNATIONAL: Moody's Reviews Ratings for Likely Cut
WENDY'S INTERNATIONAL: S&P Will Likely Cut Ratings After Review

P A N A M A

CHIQUITA BRANDS: Loss Prompts Firm Not To Issue Bonuses in 2006

P E R U

* PERU: Block 129 Exploration & Dev. Pact with Burlington Okayed

P U E R T O   R I C O

ALLIED WASTE: Unit Closes US$56.8-Million Offering of Bonds
COVENTRY HEALTH: Signs Definitive Buy Deal with Mutual of Omaha
DELTA AIR: S&P Keeps D Rating Until After Chapter 11 Emergence

V E N E Z U E L A

PETROLEOS DE VENEZUELA: 5.25% Bond Yields Soar
PETROLEOS DE VENEZUELA: To Launch Delta Caribe Offshore Auction

* VENEZUELA: Ministry to Provide Tools to Generation Plants
* VENEZUELA: Inks Deal with Int'l Oil Firms Over Orinoco Stakes

* BOOK REVIEW: Treatise on the Right of Property in Tide Waters


                         - - - - -


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A R G E N T I N A
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BANCO HIPOTECARIO: Eyes 60% Boost in Loans This Year
----------------------------------------------------
Banco Hipotecario President Clarisa Lifsic told Business News
Americas that the bank wants to increase housing loans 50% and
other loans by 60% in 2007.

BNamericas relates that Banco Hipotecario increased loans to the
private sector 47.7% to ARS2.94 billion in 2006, compared to
2005, 58% of which were mortgage loans.

According to BNamericas, the Argentine central bank passed new
regulations in 2006 to lower monthly dividend payments for
potential house or apartment buyers, to boost a slow mortgage
loan market.  However, the move was met with lukewarm interest
due to high real estate prices as well as the lack of long-term
funding available for banks.

Ms. Lifsic told BNamericas at the sidelines of the World
Economic Forum on Latin America in Santiago, "But as wages
increase significantly and the square meter price remains
stable, we expect to see mortgage lending grow among the lower
and middle-income segments in the future."

BNamericas notes that Banco Hipotecario has been growing its
non-mortgage loan portfolio, especially among credit cards and
consumer loans, over the last few years.  Consumer loans
increased 148% to ARS348 million in 2006, compared to 2005.

Banco Hipotecario will maintain an aggressive commercial
strategy to boost its presence among retail clients, BNamericas
says, citing Ms. Lifsic.

Ms. Lifsic told BNamericas, "We are opening plenty of branches
as well as contact points, which include commercial offices and
stands, among others."  Banco Hipotecario expects to increase
its contact point network to 120 by the end of 2007.  It is also
analyzing issuance of perpetual bonds as well as going to
capital markets, and securitizing mortgages for funding in 2007.

Regarding the rumor about Banco Hipotecario purchasing Banco
Galicia, Ms. Lifsic told BNamericas, "We are probably among the
first in the list of possible buyers in Argentina and if someone
wanted to sell, they would probably come knocking on our door."

Headquartered in Buenos Aires, Argentina, Banco Hipotecario SA
-- http://www.hipotecario.com.ar-- is an Argentinean commercial
bank and specialty mortgage provider.  Banco Hipotecario'
business lines include credit lines for consumers, short-term
financing for exporting companies, factoring services, deposit
accounts, purchase and sale of foreign currency, custodial
services, safe deposit box rentals, payroll bank accounts,
securities brokerage services and sales of insurance through
authorized agents and companies.  The bank launched this new
series of products and services as an alternative to its
mortgage loans business, which as a result of the economic
crisis, came to a temporary halt in 2002.  In late 2003, and in
the light of the favorable trends shown by economic variables,
Banco Hipotecario started to offer new housing mortgage loans.
The bank's subsidiaries consist of BHN Sociedad de Inversion
Sociedad Anonima.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 22, 2007, Moody's Investors Service placed these ratings on
Banco Hipotecario SA:

   -- long-term foreign currency deposit rating of Caa1, outlook
      to positive from stable; and

   -- long-term national scale foreign currency deposit rating
      of Ba1.ar, outlook to positive from stable.


GETTY IMAGES: Completes Buy of WireImage & Two Sub-Brands
---------------------------------------------------------
Getty Images, Inc., has completed the acquisition of WireImage.
The deal, which was announced Feb. 22, 2007, also includes
MediaVast, Inc. -- the owner of WireImage, and sub-brands
FilmMagic and Contour Photos.

"Celebrity, entertainment and sports photography is a fast-
growing and vital part of the imagery industry, and this
acquisition positions us to meet and exceed the demand for
nearly instantaneous content," said Jonathan Klein, co-founder
and CEO of Getty Images.  "Growing our entertainment imagery
business has been a key strategic focus, resulting in revenue
growth of approximately 60 percent in each of the last three
quarters of 2006.  We see further growth opportunity as a result
of this acquisition.  The real winners will be our customers who
can now expect to see exciting new developments with products
and services including podcasts, editorial video, multimedia,
mobile and exclusive imagery."

Getty Images intends to maintain MediaVast's three brands and
its market Web sites.  With the combined resources of Getty
Images and WireImage, Getty Images will continue to generate new
imagery for their respective celebrity and entertainment
collections and make it available for online distribution
globally.

The acquisition was driven by the rapidly evolving celebrity
imagery business.  A recent article in Variety pointed out that
the category is increasingly being led by online publications
that publish articles at breakneck speed and therefore demand
images immediately.

Getty Images is shortening the time between image capture and
the worldwide distribution of the image through its industry-
leading Web site, which features search in local languages and
purchase in local currencies, and leads the industry in delivery
speed, service and international distribution.  The acquisition
of WireImage and MediaVast gives the company more coverage
capabilities for events and portraiture, and expands the
entertainment and celebrity imagery segment.

The acquisition of WireImage will also enable Getty Images to
accelerate the growth of its video distribution business.  The
company increased its portfolio of video and film footage in
2006 and has been preparing a build out of its back end delivery
systems.  WireImage established a foothold in the video business
and Getty Images will continue to grow the category by adding
editorial footage to the mix.

Headquartered in Seattle, Washington, Getty Images, Inc. is a
leading creator and distributor of high quality imagery and
related services to creative professionals at advertising
agencies, graphic design firms, corporations, and film and
broadcasting companies; editorial customers involved in
newspaper, magazine, book, CD-ROM and online publishing; and
corporate marketing departments and other business customers.
Revenues are principally derived from licensing rights to use
images that are delivered digitally over the Internet.  Revenues
for the year ended Dec. 31, 2006 are expected to be about US$807
million.  The company has corporate offices in Australia, the
United Kingdom and Argentina.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 30, 2007, Moody's Investors Service affirmed the Ba1
Corporate Family Rating and Ba2 rating on the US$265-million of
convertible subordinated debentures of Getty Images, Inc.  The
rating outlook remains stable.

Moody's affirmed these ratings:

   -- US$265-million series B convertible subordinated notes due
      2023, Ba2 (LGD 5, 77% from LGD 5, 71%);

   -- Corporate family rating, Ba1; and

   -- Probability of default rating, Ba1.


HF TRADING: Claims Verification Deadline Moved to June 25
---------------------------------------------------------
Diana Collado, the court-appointed trustee for H.F. Trading
S.R.L.'s bankruptcy proceeding, will verify proofs of claim from
the company's creditors until June 25, 2007.

Proofs of claim verification was initially set for
March 29, 2007.

Ms. Collado will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance in Mendoza will determine if the verified claims are
admissible, taking into account the trustee's opinion, and the
objections and challenges that will be raised by H.F. Trading
and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of H.F. Trading's
accounting and banking records will be submitted in court.

Infobae did not state the reports submission deadlines.

Ms. Collado is also in charge of administering H.F. Trading's
assets under court supervision and will take part in their
disposal to the extent established by law.

The trustee can be reached at:

          Diana Collado
          Rioja 437
          Ciudad de Mendoza, Mendoza
          Argentina


INVERSORA ELECTRICA: Creditors to Vote on Settlement Plan Today
---------------------------------------------------------------
Inversora Electrica de Buenos Aires S.A., a company under
reorganization, will present a settlement plan to its creditors
on April 30, 2007.

National Court of Original Jurisdiction in Commercial Matters
No. 3 in Buenos Aires, with the assistance of Clerk's Office
No. 5, has determined the verified claims' admissibility, taking
into account the trustee's opinion and the objections and
challenges raised by Inversora Electrica and its creditors.  The
trustee also presented a general report containing an audit of
Inversora Electrica's accounting and banking records in court.


LEAR CORP: Earns US$49.9 Million in First Quarter Ended March 31
----------------------------------------------------------------
Lear Corporation reported financial results for the first
quarter of 2007 with a net income of US$49.9 million including
restructuring costs and other special items.  This compares with
net income of US$17.9 million including restructuring costs and
other special items, for the first quarter of 2006.  It also
updated its 2007 financial outlook.

For the first quarter of 2007, the company reported net sales of
US$4.4 billion and pretax income of US$82.3 million, including
restructuring costs of US$15.8 million and other special items
totaling US$10.7 million.  For the first quarter of 2006, Lear
reported net sales of US$4.7 billion and pretax income of
US$14.8 million.  Excluding restructuring costs and other
special items, Lear would have had pretax income of US$108.8
million in the first quarter of 2007.  This compares with pretax
income before restructuring costs and other special items of
US$15.5 million in the same period a year earlier.  A
reconciliation of pretax income before restructuring costs and
other special items to pretax income as determined by generally
accepted accounting principles is provided in the supplemental
data pages.

Bob Rossiter, Lear chairman and chief executive officer, said,
"Now that we have completed the divestiture of the Interior
business, our full attention is on strengthening our core
seating, electronics and electrical distribution businesses."

The decline in net sales for the quarter reflects primarily
lower production in North America and the divestiture of Lear's
European Interior business, offset in part by new business
mainly outside of North America and favorable foreign exchange.
Operating improvement reflects favorable cost performance and
the benefit of new business, offset in part by lower production
in North America.

First-quarter free cash flow was negative US$32.1 million, as
compared with negative US$91.3 million in the first quarter of
2006.  The improvement primarily reflects lower capital spending
and the increase in earnings.

As of March 31, 2007, the company listed total assets of
US$7.6 billion and total liabilities of US$6.9 billion,
resulting in a US$692.5 million in total stockholders' equity.

                     Key Events in 2006

During the quarter, the company made important progress on
strategic priorities by completing the North American Interior
business joint venture.

In addition, Lear maintained its quality and customer service
momentum and was the recipient of several customer awards and
recognition, including GM Supplier of the Year, three World
Excellence awards from Ford and Superior Supplier Diversity and
Excellence in Quality from Toyota, as well as other performance
awards from Porsche, Fiat-Brazil, Mazda and Shanghai GM.

The company also continued to implement its global restructuring
plan, expand its infrastructure in Asia and grow its global
sales with Asian manufacturers.

                   Full-Year 2007 Outlook

The outlook excludes results for Lear's Interior business for
the full year.  On this basis, Lear expects 2007 net sales of
about US$14.8 billion.

Lear anticipates 2007 income before interest, other expense,
income taxes, restructuring costs and other special items to be
in the range of US$580 to US$620 million, an improvement of
US$20 million from our prior forecast.  The revised full-year
outlook reflects more favorable production volumes and improved
cost performance in international operations.

Restructuring costs in 2007 are estimated to be approximately
US$100 million.  Interest expense is estimated to be in the
range of US$210 million to US$220 million.  Pretax income before
restructuring costs and other special items is estimated to be
in the range of US$290 to US$330 million.  Tax expense is
expected to be between US$100 million and US$120 million,
depending on the mix of earnings by country.  Capital spending
in 2007 is estimated at about US$250 million. Depreciation and
amortization expense is estimated to be about US$310 million.
Free cash flow is expected to be positive at about US$240
million for the year.

Key assumptions underlying Lear's financial outlook include
expectations for industry vehicle production of about 15.2
million units in North America and 19.3 million units in Europe.
Lear continues to see production for the Big Three in North
America being down slightly, as compared with 2006.  In
addition, the company is assuming an exchange rate of US$1.32
per Euro.

                    About Lear Corporation

Southfield, Mich.-based Lear Corp. (NYSE: LEA) --
http://www.lear.com/-- is a global supplier of automotive
interior systems and components.  Lear provides complete seat
systems, electronic products, electrical distribution systems,
and other interior products.

Lear also operates in Argentina, Austria, Belgium, Brazil,
Canada, China, Czech Republic, United Kingdom, France, Germany,
Honduras, Hungary, India, Italy, Japan, Mexico, Morocco,
Netherlands, Philippines, Poland, Portugal, Romania, Russia,
Singapore, Slovakia, South Africa, South Korea, Spain, Sweden,
Thailand, Tunisia, Turkey, and Venezuela.

                        *     *     *

As reported on Feb. 13, Standard & Poor's Ratings Services
lowered its corporate credit rating on Southfield, Mich.-based
Lear Corp. to 'B' from 'B+ and placed its ratings on CreditWatch
with negative implications following Lear's announcement that it
had agreed to be acquired by Carl Icahn-controlled American Real
Estate Partners, L.P.

As reported on Feb. 8, Moody's Investors Service placed the
long-term ratings of Lear Corporation, corporate family rating
at B2, under review for possible downgrade.  The company's
speculative grade liquidity rating of SGL-2 was affirmed.


PRODUCIR SRL: Trustee Verifies Proofs of Claim Until May 24
-----------------------------------------------------------
Jorge Daniel Wainstein, the court-appointed trustee for Producir
S.R.L.'s reorganization proceeding, verifies creditors' proofs
of claim until May 24, 2007.

The National Commercial Court of First Instance in Bell Ville,
Cordoba, approved a petition for reorganization filed by
Producir, according to a report from Argentine daily Infobae.

Mr. Wainstein will present the validated claims in court as
individual reports.  The court will determine if the verified
claims are admissible, taking into account the trustee's
opinion, and the objections and challenges that will be raised
by Producir and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Producir's accounting
and banking records will be submitted in court.

An informative assembly will be held for creditors to vote on a
settlement plan that the company will propose.

Infobae did not state the reports submission deadlines as well
as the date of the informative assembly.

The debtor can be reached at:

          Producir S.R.L.
          Lavalleja 145
          Laborde, Cordoba
          Argentina

The trustee can be reached at:

          Jorge Daniel Wainstein
          Cordoba 649
          Bell Ville, Cordoba
          Argentina


SERVICIOS DON FROILAN: Claims Verification Deadline Is May 14
-------------------------------------------------------------
Hernan Daniel Gonzalez, the court-appointed trustee for
Servicios Don Froilan S.R.L.'s reorganization proceeding,
verifies creditors' proofs of claim until May 14, 2007.

The National Commercial Court of First Instance in Neuquen
approved a petition for reorganization filed by Servicios Don
Froilan, according to a report from Argentine daily Infobae.

Mr. Gonzalez will present the validated claims in court as
individual reports.  The court will determine if the verified
claims are admissible, taking into account the trustee's
opinion, and the objections and challenges that will be raised
by Servicios Don Froilan and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Servicios Don
Froilan's accounting and banking records will be submitted in
court.

Infobae did not state the reports submission dates.

The informative assembly will be held on Feb. 22, 2008.
Creditors will vote to ratify the completed settlement plan
during the assembly.

The debtor can be reached at:

          Servicios Don Froilan S.R.L.
          Vicente Chrestia 1195
          Ciudad de Neuquen Capital, Neuquen
          Argentina

The trustee can be reached at:

          Hernan Daniel Gonzalez
          Jujuy 790
          Ciudad de Neuquen, Neuquen
          Argentina


SITELCO SA: Proofs of Claim Verification Ends on June 25
--------------------------------------------------------
Juan Flores, the court-appointed trustee for Sitelco SA's
bankruptcy proceeding, verifies creditors' proofs of claim until
June 25, 2007.

Mr. Flores will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 17 in Buenos Aires, with the assistance of Clerk
No. 33, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by Sitelco and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Sitelco's accounting
and banking records will be submitted in court.

La Nacion did not state the reports submission date.

Mr. Flores is also in charge of administering Sitelco's assets
under court supervision and will take part in their disposal to
the extent established by law.

The debtor can be reached at:

          Sitelco SA
          Cabrera 4328
          Buenos Aires, Argentina

The trustee can be reached at:

          Juan Flores
          Araoz 1056
          Buenos Aires, Argentina


TELECOM ARGENTINA: Argentine Research Ups Rating to "Accumulate"
----------------------------------------------------------------
Consulting company Argentine Research said in a statement that
it upgraded its recommendation to Telecom Argentina's share
value to "accumulate."

Business News Americas relates that Argentine Research raised
its target share price for Telecom Argentina to ARS16 from
ARS14.1 due to positive outlook.

Argentine Research Director Rafael Ber commented to BNamericas,
"We are seeing a positive outlook for the company in 2007,
especially in the mobile telephony and broadband segments."

Both sectors will increase revenues in 2007, BNamericas says,
citing Mr. Ber, who is positive that Telecom Argentina will
concentrate on increasing average revenue per user from existing
customers through new services and products.

Mr. Ber told BNamericas that in the fixed line segment, an
accord between telecoms and the Argentine government to raise
telephony rates is not expected at least in the coming months.

Telecom Argentina disclosed in the last quarter of 2006 plans to
invest ARS1 billion in increasing broadband infrastructure and
services, BNamericas states.

Headquartered in Buenos Aires, Telecom Argentina S.A. --
http://www.telecom.com.ar/index-flash.html-- is the fixed-line
operator for local and long-distance services in northern and
southern Argentina.  It also provides cellular and PCS phone
services in Argentina, as well as in Paraguay through a 68%
stake in Nocleo.  France Telecom formerly controlled the company
through its Nortel Inversora venture with Telecom Italia.
France Telecom sold most of its stake in 2003 to the Werthein
Group, an Argentine agricultural concern owned in part by vice
chairman Gerardo Werthein.  Nortel continues to be Telecom
Argentina's largest shareholder with a 55% stake.  Nortel is
owned by Sofora, a consortium owned by Telecom Italia (50%), the
Werthein Group (48%), and France Telecom (2%).

                        *     *     *

As reported on Oct 11, 2006, Standard & Poor's Ratings Services
raised Telecom Argentina S.A.'s counterparty credit rating to
B+/Stable/ from B/Stable following the upgrade of the Republic
of Argentina to 'B+' from 'B', announced on Oct. 2, 2006.




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B A H A M A S
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JETBLUE AIRWAYS: Credit Suisse Keeps "Outperform" Rating on Firm
----------------------------------------------------------------
Newratings.com reports that Credit Suisse analysts have
sustained their "outperform" rating on JetBlue Airways
Corporation's shares.

According to Newratings.com, the analysts decreased the target
price on JetBlue Airways' shares to US$17 from US$18.

The analysts said in a research note published on April 25 that
JetBlue Airways reported its first quarter 2007 earnings per
share and actual operating margins ahead of the consensus and
the estimates.  The earnings per share estimate for fiscal year
2008 was decreased to US$0.85 from US$0.90.

Based in Forest Hills, New York, JetBlue Airways Corp.
(Nasdaq:JBLU) -- http://www.jetblue.com/-- provides passenger
air transportation services primarily in the United States.  As
of Feb. 14, 2006, the Company operated approximately 369 daily
flights serving 34 destinations in 15 states, Puerto Rico, the
Dominican Republic, and the Bahamas.  The Company also provides
in-flight entertainment systems for commercial aircraft,
including live in-seat satellite television, digital satellite
radio, wireless aircraft data link service, and cabin
surveillance systems and Internet services, through its wholly
owned subsidiary, LiveTV, LLC.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 23, 2006,
Moody's Investors Service assigned ratings of Caa1 (LGD5, 88%)
to the approximately US$40 million of Special Facility Revenue
Bonds, Series 2006 (JetBlue Airways Corporation Project or the
JFK Facility Bonds) to be issued by the New York City Industrial
Development Agency.  Moody's affirmed the B2 corporate family
rating for JetBlue Airways Corp.  Moody's said the outlook
remains negative.

Standard & Poor's Ratings Services assigned its 'B' rating to
US$40 million of New York City Industrial Development Agency
special facility revenue bonds, series 2006 maturing on
May 15, 2021, and May 15, 2030; the amount for each maturity
have yet to be determined.  The bonds, which will be used to
finance a hangar and other facilities, will be serviced by
payments made by JetBlue Airways Corp. (B/Stable/B-3) under a
lease between the airline and the agency.




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B A R B A D O S
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HILTON HOTELS: Closes Scandic Chain Sale to EQT for US$1.1 Bil.
---------------------------------------------------------------
Hilton Hotels Corporation completed the sale of the 132-hotel
Scandic chain to EQT for EUR833 million or approximately US$1.1
billion.  Net proceeds after transaction costs and taxes are
expected to be approximately US$1.04 billion and will be used to
pay down debt.

As announced on March 2, 2007, this transaction is expected to
reduce the company's 2007 recurring EPS by US$.10 per share.

                         About EQT

EQT private equity group with operations in Northern Europe and
Greater China.  EQT manages funds with activities in buy-outs as
well as mezzanine finance.  EQT currently manages approximately
EUR10.5 billion in 10 funds.  In total, EQT funds have invested
approximately EUR5 billion in about 50 companies.

                     About Hiton Hotels

Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally,
including Barbados, Costa Rica and Trinidad and Tobago in Latin
America.  Hilton Hotels also operates in the United Kingdom,
Germany, Belgium, Estonia, Lithuania, Norway, Denmark, Finland,
Italy, The Netherlands, Sweden, Indonesia, Australia, Austria,
India, Philippines, Vietnam.

                        *     *     *

As reported in the Troubled Company Reporter on March 9, 2007,
Standard & Poor's Ratings Services raised its ratings on the
US$25 million class A and B trust certificates issued by Public
STEERS Series 1998 HLT-1 Trust to 'BB+' from 'BB' and removed
them from CreditWatch, where they were placed with positive
implications Feb. 5, 2007.

Moody's Investors Service upgraded Hilton Hotels' corporate
family rating to Ba1 from Ba2 reflecting a reduction in leverage
from a faster than expected pace of asset sales and strong
earnings during 2006.  Adjusted debt to EBITDAR has improved to
around 5.0x from 6.0x in January 2006.  Moody's capitalizes
total rent at 8x and adds a debt equivalent of approximately 20%
of Hilton's guaranty exposure to debt.  Moody's said the rating
outlook is stable.

As reported in the Troubled Company Reporter on Feb. 2, 2007,
Fitch Ratings upgraded Hilton Hotels Issuer Default Rating to
'BB+' from 'BB'; Senior credit facility to 'BB+' from 'BB'; and
Senior notes to 'BB+' from 'BB'.

The ratings apply to its US$5.75 billion credit facility and
roughly US$2.6 billion of its senior notes.  Fitch has also
revised Hilton's Rating Outlook to Positive from Stable.


HILTON HOTELS: Morgan Stanley Fund Buys 10 Hotels for US$770 Mln
----------------------------------------------------------------
Hilton Hotels Corporation has agreed to sell up to 10 hotels
(approx. 3,330 rooms) to a fund managed by Morgan Stanley Real
Estate for approximately EUR566 million (or approximately US$770
million).  Assuming completion of the sale of all 10 hotels, net
proceeds after property level debt repayment (approx. EUR41
million), taxes and transaction costs are expected to be
approximately EUR450 million.  Proceeds from the sale will be
used to pay down debt.

Based on trailing 12-month earnings from the 10 hotels before
interest, taxes, depreciation and amortization (EBITDA), the
sale price represents an EBITDA multiple of approximately 15.2x.

Hilton Hotels and Morgan Stanley have agreed to long-term
management contracts on five of the 10 hotels, including the
Hiltons in Dusseldorf, Dresden, Paris Charles de Gaulle,
Strasbourg and Zurich.  Morgan Stanley has agreed to make an
extensive and immediate investment of approximately EUR18
million in these five hotels.  Of the remaining hotels, long
term management agreements are expected to be established on the
Hilton hotels in Brussels, Barcelona and Luxembourg subject to
Hilton Hotels and Morgan Stanley agreeing to capital plans.  For
the remaining two hotels, the Los Zocos Club Resort (an
unbranded all-inclusive resort in the Canary Islands) is being
sold without an ongoing contract, and Morgan Stanley and Hilton
Hotels will evaluate the future intent for the Hilton Weimar in
Germany where Hilton Hotels branding will remain in place for a
short term period pending such evaluation.

The sale of seven of the hotels is subject to a number of
conditions including clearance from the European Union
regulators, but is expected to be completed by the end of June
2007.  The sales of the remaining three hotels (Paris Charles de
Gaulle, Barcelona and Zurich) are also subject to certain
conditions and require further legal and statutory discussions
and approvals.  Sale of these three hotels is anticipated to be
taking place in the third quarter, 2007.

On completion of these transactions, Hilton Hotels will have
sold over US$3 billion of assets that it obtained in the
acquisition of Hilton International in late February 2006, and
over US$4.5 billion of assets will have been sold since the
company began its disposition program in 2005.

Robert M. La Forgia, Executive Vice President and Chief
Financial Officer of Hilton Hotels Corporation, commented on the
proposed sale:

"This transaction is a significant step for Hilton as we
continue to focus on our strategy of growing our managed and
franchise business, while reducing asset ownership and
strengthening our balance sheet.

"Morgan Stanley Real Estate is a highly respected real estate
investor and an important business partner and currently owns or
has an interest in 13 Hilton family hotels.  This transaction
builds significantly on this relationship and provides a
platform for continued growth of our brands as we look expand
our reach globally."

               About Morgan Stanley Real Estate

Morgan Stanley Real Estate --
http://www.morganstanley.com/realestate/-- is comprised of
three major global businesses: Investing, Banking and Lending.
Since 1991, Morgan Stanley has acquired US$113.5 billion of real
estate assets worldwide and currently manages US$72.8 billion in
real estate assets on behalf of its clients.  In addition,
Morgan Stanley Real Estate provides a complete range of market-
leading investment banking services to its clients, including
advice on strategy, mergers, acquisitions and restructurings, as
well as underwriting public and private debt and equity
financings.

                     About Hilton Hotels

Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally,
including Barbados, Costa Rica and Trinidad and Tobago in Latin
America.  Hilton Hotels also operates in the United Kingdom,
Germany, Belgium, Estonia, Lithuania, Norway, Denmark, Finland,
Italy, The Netherlands, Sweden, Indonesia, Australia, Austria,
India, Philippines, Vietnam.

                        *     *     *

As reported in the Troubled Company Reporter on March 9, 2007,
Standard & Poor's Ratings Services raised its ratings on the
US$25 million class A and B trust certificates issued by Public
STEERS Series 1998 HLT-1 Trust to 'BB+' from 'BB' and removed
them from CreditWatch, where they were placed with positive
implications Feb. 5, 2007.

Moody's Investors Service upgraded Hilton Hotels' corporate
family rating to Ba1 from Ba2 reflecting a reduction in leverage
from a faster than expected pace of asset sales and strong
earnings during 2006.  Adjusted debt to EBITDAR has improved to
around 5.0x from 6.0x in January 2006.  Moody's capitalizes
total rent at 8x and adds a debt equivalent of approximately 20%
of Hilton's guaranty exposure to debt.  Moody's said the rating
outlook is stable.

As reported in the Troubled Company Reporter on Feb. 2, 2007,
Fitch Ratings upgraded Hilton Hotels Issuer Default Rating to
'BB+' from 'BB'; Senior credit facility to 'BB+' from 'BB'; and
Senior notes to 'BB+' from 'BB'.

The ratings apply to its US$5.75 billion credit facility and
roughly US$2.6 billion of its senior notes.  Fitch has also
revised Hilton's Rating Outlook to Positive from Stable.


HILTON HOTELS: S&P's BB+ Rating Unaffected by Sale of 10 Hotels
---------------------------------------------------------------
Standard & Poor's Ratings Services said its rating and outlook
on Hilton Hotels Corp. (BB+/Stable/--) would not be affected by
the company's announcement that it has entered into an agreement
with Morgan Stanley Real Estate to sell up to 10 hotels for
approximately US$612 million in proceeds (net of property level
debt repayment, taxes, and transaction costs).  Upon the close
of the transactions, Hilton Hotels plans to use the net proceeds
to repay debt.

Standard & Poor's rating upgrade for Hilton Hotels in March 2007
incorporated the expectation that the company would sell a
meaningful level of additional assets over the near term, which
would likely lead to additional debt reduction.  Still, Standard
& Poor's is encouraged by the expected transaction multiple
related to today's announcement.  If the lodging transaction
market remains strong, enabling Hilton Hotels to generate
substantial proceeds from remaining asset sales, if these
proceeds are used for debt reduction, and if the lodging
environment remains strong, an outlook revision to positive
could be considered as 2007 progresses.  Any movement signaling
the potential for a higher rating will depend on Hilton Hotels's
commitment to maintaining credit measures aligned with higher
ratings over the lodging cycle.

Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally,
including Barbados, Costa Rica and Trinidad and Tobago in Latin
America.  Hilton Hotels also operates in the United Kingdom,
Germany, Belgium, Estonia, Lithuania, Norway, Denmark, Finland,
Italy, The Netherlands, Sweden, Indonesia, Australia, Austria,
India, Philippines, Vietnam.




=============
B E R M U D A
=============


BLUE SHADOW: Sets Final General Meeting for June 4
--------------------------------------------------
Blue Shadow Investment Limited's final general meeting is
scheduled at 10:00 a.m. on June 4, 2007, at:

         Thistle House
         4 Burnaby Street, Hamilton
         Bermuda

These matters will be discussed in the meeting:

     -- receiving an account showing the manner in which the
        winding of the company has been conducted and its
        property disposed of and hearing any explanation that
        may be given by the liquidator,

     -- determination by resolution the manner in which the
        books, accounts and documents of the company and of the
        liquidator shall be disposed; and

     -- passing a resolution for the dissolution of the company.


FOSTER WHEELER: Units Gets Boiler Construction Contract from SRP
----------------------------------------------------------------
Foster Wheeler Ltd. reported that a subsidiary within its Global
Power Group has been awarded a contract for construction
management services and reimbursable craft labor to erect a 400
megawatt pulverized-coal steam generator at the Springerville
Generating Station in Arizona by Salt River Project Agricultural
Improvement and Power District (SRP).  Foster Wheeler was
previously awarded a contract in 2006 to supply the PC boiler to
SRP for this project.

The contract, valued at approximately US$75 million, will be
included in the Company's second-quarter 2007 bookings.

Foster Wheeler will erect the PC boiler components, associated
piping, auxiliary equipment and selective catalytic reduction
systems.  Erection of the boiler is expected to begin in April
2007, with commercial operation scheduled for late 2009.

"This award represents a win for Foster Wheeler and reflects
SRP's confidence in Foster Wheeler not only as a supplier of
state-of-the-art boilers, but also as an experienced boiler
constructor," said Gary Nedelka, president and chief executive
officer of Foster Wheeler North America Corp.  "This is another
example of Foster Wheeler's commitment to supply complete, cost-
effective solutions to support our clients in the power
industry."

"We saw a lot of value in having Foster Wheeler supply and erect
our new boiler for unit #4 and are convinced that Foster Wheeler
is the right company to have on our team," said Bill Rihs,
manager, Major Projects, SRP.

Foster Wheeler Ltd. (Nasdaq: FWLT) -- http://www.fwc.com/--
offers a broad range of engineering, procurement, construction,
manufacturing, project development and management, research and
plant operation services.  Foster Wheeler serves the refining,
upstream oil and gas, LNG and gas-to-liquids, petrochemical,
chemicals, power, pharmaceuticals, biotechnology and healthcare
industries.  The corporation is based in Hamilton, Bermuda, and
its operational headquarters are in Clinton, New Jersey.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 18, 2006,
Standard & Poor's Ratings Services revised its outlook on Foster
Wheeler Ltd. to positive from stable.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and other ratings on the company.  The company had
about US$217 million of total debt at Sept. 29, 2006.




===========
B R A Z I L
===========


AMRO REAL: Earns BRL622 Million in First Quarter 2007
-----------------------------------------------------
ABN Amro Real's net profits increased 82% to BRL622 million in
the first quarter 2007, compared to the first quarter 2006,
Business News Americas reports.

Amro Real told BNamericas that its recurring profits grew 56% to
BRL654 million in the first quarter 2007, compared to the same
period in 2006.  Its earnings before taxes rose 58% to BRL994
million.

According to BNamericas, Amro Real's recurring return on equity
increased to 26.2% in the first quarter 2007, from 20.1% in the
first quarter 2006.  Its efficiency ratio improved to 46.5% from
49.6%.  The company's revenues grew 18% to BRL3.613 billion.

BNamericas notes that Amro Real's lending rose 23.8% to BRL51.3
billion in March 2007, from March 2006.  Home loans increased
27.0% to BRL2.13 billion.  Retail lending grew 23.9% to BRL23.3
billion as consumer finance unit Aymore increased operations
31.8% to BRL13.8 billion.  Amro Real's commercial lending grew
23.4% to BRL25.9 billion.  Loans to mid-size firms increased
67.9% to BRL10.6 billion.  Loans to small companies rose 16.9%
to BRL11.7 billion.  Lending to large corporations, however,
dropped 23.7% to BRL3.51 billion.

Amro Real's total assets increased 60% to BRL131 billion in the
first quarter 2007, from the same period in 2006.  The company's
net equity was BRL10.2 billion in the first quarter 2007,
compared to BRL8.48 billion in the first quarter 2006,
BNamericas states.

ABN Amro Real specializes in commercial banking, capital
markets, corporate banking, asset management, and trade finance.
Its more than 22,000 employees assist over five million clients
throughout five thousand different points of sales.  In 1999,
the bank merged with Brazil's Banco Real.  The regional office
for Latin America and the Caribbean is located in Brazil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept 4, 2006, Moody's Investors Service upgraded Banco ABN AMRO
Real S.A.'s long-term foreign currency deposits to Ba3, from B1.
Moody's said the rating outlook is stable.


BANCO NACIONAL: Inks BRL7-Million Deal with Quanta Centro
---------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social aka BNDES
and Quanta Centro de Producoes Cinematograficas de Sao Paulo
signed April 24 PROCULT ambit, for BRL7 million.  The signing of
the first contract within the Support Program to the Audiovisual
Productive Chain occurred in one of the four studios that are
being finished in the cinematographic complex of Vila Leopoldina
in Sao Paulo.

The event counted on the participation of the secretary of the
audiovisual sector of the Department of Culture, Orlando Senna;
of the National Cinama Agency's [Ancine] president, Manoel
Rangel; besides Leopoldo Nunes and Mario Diamante, also from
Ancine. All sang praises to businesswoman Edna Fuji, Quanta's
general manager, due to her determination in developing and
rendering feasible the audiovisual sector.

The advisor to the presidency for Cultural affairs and BNDES
representative, Sergio Sa Leitao, lectured to an audience filled
with invitees from the cinema segment and from the Paulistana
(original from the city of Sao Paulo) cultural scene, how
PROCULT was developed from experiences with financings to the
production of books.  "That presented us with a critical mass to
understand that sectors such as cinema and audiovisual, in
general, possess their own characteristics, therefore deserving
of a credit line that would take into account the
particularities of the business such as company difficulties in
offering tangible guarantees".

Leitao mentioned that PROCULT, developed in June and approved in
July 2006, became operational in January this year and in as
early as February dealt an operation with Quanta.  He
highlighted the efforts set forth by the Bank's president,
Demian Fiocca, to separate a group that would fully devote time
to the study of the Economy of Culture, purposing to create a
department directed toward that activity.  "We looked to compile
date that would enable us to develop a concrete project.
Another great challenge was to incentive companies from the
sector to seek the Bank, for the majority of them did not have
the experience to count on BNDES resources for the expansion of
their business."

Mr. Fiocca said that the program already counts on three
operations waiting to be approved and 20 operations in its
portfolio, "which, for the Bank standards, is a very significant
number", he highlighted.  One of the figures compiled by the
Economy of Culture Department says that the sector provides for
5% of the total number of registered jobs in the country and is
already responsible for 4% of the GDP.

Then, the BNDES' chief of the Economy of Culture Department,
Luciane Gorgulho, explained the financing line and all the work
done by the Bank, both in the area of recovering the historical
patrimony and in the area of recovering collections and in the
support to cinema.  Also, the department manager -- Luis Andre
S  D'Oliveira, discoursed about how the financings within the
PROCULT ambit are allocated.

The program will be in effect until Dec. 31, 2008, and
encompasses the production, distribution and commercialization,
exhibition and services infrastructure segments. The PROCULT
disposes of BRL175 million to invest on the sector, with the
ability to expand that amount according to the demand.

The resources destined by BNDES to Quanta represent 43% of the
project's total, which is of BRL16.2 million and will be
destined to the construction of the most modern services complex
of the audiovisual area, which is highly deficient in the
country.  The complex will be one of the few in the country
capable of supplying, in a single locale, the majority of the
audiovisual production stages, reducing costs.

BNDES's support will strengthen a national company within a
segment considered priority to BNDES, thus contributing for the
sector's consolidation process and for the technical enhancement
of the audiovisual productions in Brazil.

The aggregate services will provide to the studio clients,
greater ease in the production process, rendering it quicker,
more dynamical and less costly.  Besides the time reduction for
the conclusion of the shootings, it will be possible to
significantly reduce the time spent in transportation and
freight of the team and equipments used in the shootings.  Such
gains will be turned into great differential points in regards
to competing studios.

                         About BNDES

Banco Nacional de Desenvolvimento Economico e Social is Brazil's
national development bank.  It provides financing for projects
within Brazil and plays a major role in the privatization
programs undertaken by the federal government.

                        *     *     *

As reported on Nov. 27, 2006, Standard & Poor's Ratings Services
changed the ratings outlook to Positive from Stable on Banco
Nacional de Desenvolvimento Economico e Social SA's BB Foreign
currency counterparty credit rating and BB+ Local currency
counterparty credit rating.


BANCO NACIONAL: Board Grants BRL2-Million Financing to Conectt
--------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social aka BNDES's
board of directors has approved financing of BRL2 million for
Conectt Marketing Interativo S/A.  The resources will be used to
invest on infrastructure, marketing and commercialization,
training and quality, research and development, as well as on
working capital, within the Prosoft-Empresa ambit, modality of
the Program for the Development of the National Software and
Related Services Industry, which purposes direct support to
companies in the software and services sector.  BNDES' resources
are equal to 67% of the total of projected disbursements of BRL3
million.

Not many companies in the country are positioned as specialists
in Corporate Portals, market, which is beginning its
consolidation cycle in Brazil.  The operation supported by BNDES
will contribute for the growth maintenance and for the increment
in generating cash to the company.

Conectt has already begun to invest, which amounts contemplate
the hiring of specialized professionals and research, conjointly
with PUC-RS to map out solutions for corporate portals used in
the one thousand larges companies of Brazil.  The market mapping
is aiding the strategic decision-making process, as well as
assisting the formation of technological partnerships and
prospecting of new businesses.

Prosoft was created in BNDES in 1997 and remodeled in 2004 due
to the Federal Governments' Industrial, Technological and
Foreign Trade Policy.  From then on, it enabled investments,
until December 2006, of BRL636 million on the national industry
of software, corresponding to financial supports of BRL536
million in three modalities: Prosoft Company [BRL263 million,
involving credits and shares of stock], Prosoft
Commercialization [BRL21 million] and Prosoft Exports [BRL252
million].

                        About Conectt

Conectt Marketing Interativo S/A is an Information Technology
company focused on consultancy and development of corporate
portals which searches to integrate the use of applications to a
model that uses consultancy and services to align corporate
portals to the corporate strategies adopted by its clients.
Currently, it seeks to increase the market share in the large
size companies segment, with investments upon training, quality
and certifications, prioritizing the segments of electric
energy, chemicals and petrochemicals, paper and cellulose, civil
construction and the pharmaceutical industry.

                         About BNDES

Banco Nacional de Desenvolvimento Economico e Social is Brazil's
national development bank.  It provides financing for projects
within Brazil and plays a major role in the privatization
programs undertaken by the federal government.

                        *     *     *

As reported on Nov. 27, 2006, Standard & Poor's Ratings Services
changed the ratings outlook to Positive from Stable on Banco
Nacional de Desenvolvimento Economico e Social SA's BB Foreign
currency counterparty credit rating and BB+ Local currency
counterparty credit rating.


BRASKEM SA: CADE Revokes Restrictions for Iparinga Acquisition
--------------------------------------------------------------
Braskem S.A. disclosed that the plenary session of the
Administrative Council for Economic Defense -- CADE -- revoked
the writ of prevention for the acquisition of Ipiranga
Petroquimica and Ipiranga Quimica businesses by Braskem.

The decision was based on the Transaction Reversibility
Preservation Agreement proposed by Braskem.  Through this
agreement all assets acquired before CADE's judgment are
preserved and, on the other hand, Braskem may fully exercise the
possession and management of those assets.

In light of CADE's recent decisions, in which the international
market is considered as the relevant market as far as
petrochemical companies are concerned, the process is expected
to be judged and approved shortly.  Braskem understands that the
transaction is pro-competitive and shall provide a new cycle of
investment and growth in the petrochemical complex located in
the southern region of Brazil.

"The agreement preserves acquired assets, ensures to Braskem the
full management of the business and indicates a fast decision
aligned to the development and strengthening of the Brazilian
petrochemical industry", said Marcelo Lyra, Braskem's
Institutional Relations Vice President.

Braskem (BOVESPA: BRKM5; NYSE: BAK; LATIBEX: XBRK) --
http://www.braskem.com.br/-- is a thermoplastic resins producer
in Latin American, and is among the three largest Brazilian-
owned private industrial companies.  The company operates 13
manufacturing plants located throughout Brazil, and has an
annual production capacity of 5.8 million tons of resins and
other petrochemical products.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 26, 2007, Fitch Ratings has affirmed its BB+ ratings on
Braskem S.A. and Braskem International following the
announcement by Braskem, Petrobras and the Ultra Group that they
have reached an agreement to acquire the Ipiranga Group's
petrochemical, refining and fuel distribution assets.

Fitch also affirmed these ratings:

  Braskem S.A.

    -- Foreign currency issuer default rating at 'BB+';
    -- Local currency issuer default rating at 'BB+';;
    -- Senior unsecured notes 2008, 2014 at 'BB+';
    -- Senior unsecured Perpetual Bonds at 'BB+';
    -- Senior unsecured notes 2017 at 'BB+';
    -- National rating at 'AA (bra)';
    -- Debentures 12th Issuance at 'AA (bra)'; and
    -- Debentures 13th Issuance at 'AA (bra)'.

  Braskem International

    -- Senior unsecured notes 2015 at 'BB+'.


COMPANHIA ENERGETICA: Sao Paulo Government Mulls Privatization
--------------------------------------------------------------
Brazilian business daily Valor Economico reports that the Sao
Paulo state government is considering the privatization of
Companhia Energetica de Sao Paulo.

Dow Jones Newswires relates that Sao Paulo Governor Jose Serra
called off moves to sell Companhia Energetica at the start of
2007.  However, Valor Economico says that meetings are now being
held for the privatization.

Dow Jones notes that Governor Serra already signed a decree that
will restart the state privatization program.

According to Valor Economico, the Sao Paulo state has a stake
worth BRL3.4 billion in Companhia Energetica, of which the
finance secretary holds BRL2.5 billion.

Valor Economico relates that UBS and Morgan Stanley officials
have been studying Companhia Energetica's structure with a view
to privatization.

Companhia Energetica's sale could be made through an auction or
through a public offering on the local stock market, Dow Jones
states.

Headquartered in Sao Paulo, Brazil, CESP -- Companhia Energetica
de Sao Paulo is the country's third largest power generator,
majority owned by the State of Sao Paulo.  CESP operates 6
hydroelectric plants with total installed capacity of 7,456 MW
and reported net revenues of BRL1,983 million in the last twelve
months through Sept. 30, 2006.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 16, 2007, Moody's Investors Service assigned a Ba3 foreign
currency rating to Companhia Energetica de Sao Paulo aka CESP's
proposed unsubordinated unsecured Real-denominated IPCA linked
notes due in 2015 in the amount of approximately US$250 million
in Real-equivalent.  The 2015 notes shall be issued under the
US$975 million Medium Term Notes Program rated Ba3 by Moody's.
Moody's notes that, although the notes will be denominated in
Brazilian Real, all related payments shall be made in US-
Dollars.  Moody's said the ratings outlook is positive.


COMPANHIA SIDERURGICA: Will Spend US$6B To Build Two Steel Mills
----------------------------------------------------------------
Companhia Siderurgica Nacional told Jeb Blount at Bloomberg News
that it will spend US$6 billion on the construction of two steel
mills in Brazil.

The mills will make slabs for export and domestic clients,
Bloomberg News' Mr. Blount relates, citing Companhia
Siderurgica.

Companhia Nacional said in a statement that it will build 4.5
million metric ton mills on the Atlantic Coast near Rio de
Janeiro and in Minas Gerais.

Companhia Siderurgica told Bloomberg News' Mr. Blount that it
will start production at the Rio de Janeiro mill in September
2009 and in the Minas Gerais mill in August 2010.  According to
Companhia Siderurgica, it is spending US$112 million to start
production of 500,000 tons a year of long steel like concrete
re-enforcing rods at its Volta Redonda mill in Rio de Janeiro.

Companhia Siderurgica's mining head Juarez Saliba explained to
Mr. Blount of Bloomberg News, "Our goal is to use about half of
the new steel for the export market and the other half for
Brazil.  The exports will be sent to mills in the U.S. and
Europe for processing."

According to Bloomberg News' Mr. Blount, Companhia Siderurgica
said that the new mills will be supplied with iron-ore from its
Casa de Pedra mine in Minas Gerais.  The firm will boost the
mine's production to 53 million metric tons yearly by July 2010.
Companhia Siderurgica stated that it is also analyzing to
further expand production to 60 million tons.

Mr. Saliba told Bloomberg News' Mr. Blount that Companhia
Siderurgica will decide within six months if it will construct a
new steel mill in Kentucky to process four million tons of
Brazilian-made slabs into rolled products.  It may also purchase
an existing mill and expand its rolling mill in Terre Haute,
Indiana.

Bloomberg News' Mr. Blount notes that Companhia Siderurgica
plans to purchase Chinese steel-making equipment for the new
mills and has given Baosteel Group Corp. six months to decide if
it wants to buy a stake of as much as 30% in the mills.

Companhia Siderurgica Chief Executive Officer Benjamin
Steinbruch said that Baosteel Group may have to participate in
multiple projects in Brazil to meet China's domestic demand as
the nation shuts down polluting and unproductive steel makers,
Bloomberg News' Mr. Blount stated.

Companhia Siderurgica Nacional is one of the lowest-cost steel
producers in the world, which is a result of its access to
proprietary, high-quality iron ore (at the Casa de Pedra mine);
self-sufficiency in energy; streamlined facilities; and
logistics advantages.  This is in addition to the group's strong
market position in the fairly concentrated steel industry in
Brazil.

                        *     *     *

On Jan. 26, 2006, Standard and Poor's Rating Services assigned a
'BB' corporate credit rating on Brazilian flat carbon steelmaker
Companhia Siderurgica Nacional.

The 'BB' corporate credit rating on CSN reflects the company's
exposure to volatile demand and price cycles, increasing
competition in its home and predominant market of Brazil,
aggressive dividend policy and capital investment plan, and
sizable gross-debt position.  These risks are partly offset by
CSN's privileged cost position and sound operating profile,
favorable market position in Brazil, strong export capabilities
to offset occasional domestic demand sluggishness, and
increasing business diversification.


PETROLEO BRASILEIRO: Inks Cooperation Deal with Enap
----------------------------------------------------
Brazilian state-owned oil firm Petroleo Brasileiro SA and
Chilean counterpart Enap said in a joint statement that they
have signed a cooperation deal to analyze projects and
businesses in the energy sectors of the two nations.

Business News Americas relates that the deal focuses on
biofuels, liquefied natural gas and oil exploration in Brazil,
Chile and other areas of the Pacific.

Agencia Brasil notes that Brazil's President Luiz Inacio Lula da
Silva and Chile's President Michelle Bachelet were scheduled to
sign memorandums of understanding on April 26 at La Moneda
Palace, in Santiago, Chile.  The MOUs cover:

          -- science and technology,
          -- social security,
          -- biofuels,
          -- education, and
          -- tourism.

Headquartered in Rio de Janeiro, Brazil, Petroleo Brasileiro SA
aka Petrobras -- http://www2.petrobras.com.br/ingles/index.asp
-- was founded in 1953.  The company explores, produces,
refines, transports, markets, distributes oil and natural gas
and power to various wholesale customers and retail distributors
in Brazil. Petrobras has operations in China, India, Japan, and
Singapore.

Petroleo Brasileiro SA's long-term corporate family rating is
rated Ba3 by Moody's.

Fitch Ratings assigned these ratings on Petroleo Brasileiro's
senior unsecured notes:

  Maturity Date           Amount        Rate       Ratings
  -------------           ------        ----       -------
  April  1, 2008      US$400,000,000    9%          BB+
  July   2, 2013      US$750,000,000    9.125%      BB+
  Sept. 15, 2014      US$650,000,000    7.75%       BB+
  Dec.  10, 2018      US$750,000,000    8.375%      BB+

Fitch upgraded the foreign currency rating of Petrobras to BB+
from BB, with positive outlook, in conjunction with Fitch's
upgrade of the long-term foreign and local currency IDRs of the
Federative Republic of Brazil to BB, from BB- on June 29, 2006.


PETROLEO BRASILEIRO: Inks Policies Promotion Deal with 2 Groups
---------------------------------------------------------------
Brazil's state-run oil firm Petroleo Brasileiro SA has signed a
deal with the Brazilian chapters of environmental non-government
organizations Greenpeace and WWF to promote sustainable
development policies, Business News Americas reports.

Greenpeace, WWF, Petroleo Brasileiro and Votorantim and Alcoa --
two other firms that entered the deal with the two organizations
-- said in a joint statement that the deal is also aimed at
boosting the presence of renewable sources in the Brazilian
energy matrix.

Greenpeace Brazil Campaign Manager Marcelo Furtado said in a
press conference, "We want to show that if companies and civil
action groups can sit together at a table, so can governments.
There is vacuum of leadership on this issue and we have to
create new leaders."

According to BNamericas, the agreement involves 10 measures that
need to be taken.  Four of the measures are:

          -- a call to end deforestation,

          -- including more renewable sources in Brazil's energy
             mix,

          -- launching of a campaign to reduce carbon emissions,
             and

          -- calls for government cooperation.

The statement says that the Greenpeace, WWF, and the companies
will promote power efficiency programs and develop a national
market to stimulate renewable sources like solar, wind and
small-scale hydro.

BNamericas adds that the Brazilian chapter of the World Business
Council for Sustainable Development supports the deal.

"We have three companies initially committed to the pact but
we're talking with several others," CEBDS President Fernando
told BNamericas.

Headquartered in Rio de Janeiro, Brazil, Petroleo Brasileiro SA
aka Petrobras -- http://www2.petrobras.com.br/ingles/index.asp
-- was founded in 1953.  The company explores, produces,
refines, transports, markets, distributes oil and natural gas
and power to various wholesale customers and retail distributors
in Brazil. Petrobras has operations in China, India, Japan, and
Singapore.

Petroleo Brasileiro SA's long-term corporate family rating is
rated Ba3 by Moody's.

Fitch Ratings assigned these ratings on Petroleo Brasileiro's
senior unsecured notes:

  Maturity Date           Amount        Rate       Ratings
  -------------           ------        ----       -------
  April  1, 2008      US$400,000,000    9%          BB+
  July   2, 2013      US$750,000,000    9.125%      BB+
  Sept. 15, 2014      US$650,000,000    7.75%       BB+
  Dec.  10, 2018      US$750,000,000    8.375%      BB+

Fitch upgraded the foreign currency rating of Petrobras to BB+
from BB, with positive outlook, in conjunction with Fitch's
upgrade of the long-term foreign and local currency IDRs of the
Federative Republic of Brazil to BB, from BB- on June 29, 2006.


TELE NORTE: Reports BRL343 Mil. of Net Income for Second Quarter
----------------------------------------------------------------
Tele Norte Leste Participacoes SA reported financial data for
the second quarter.

Brazil's biggest phone company said in a statement it made
higher profits for the second quarter after cutting debts and
taking advantage of low interest rates, Bloomberg News reports.

Tele Norte's net income more than doubled to BRL343 million
(US$170 million), or 90 centavos per share, from BRL144.5
million, or 38 centavos, a year earlier.  Revenue rose 5.5
percent to BRL6.2 billion.

Debt fell 20 percent to BRL8.8 billion in the second quarter,
compared to the same period in 2006.  Earnings before interest,
tax, amortization and depreciation, declined to BRL1.45 billion
from BRL1.49 billion a year earlier.

According to Bloomberg, falling interest rates in Brazil helped
Tele Norte reduce costs tied to its debt and counter lower
earnings from traditional telephone services.  Brazil's central
bank reduced the benchmark-lending rate for a 15th consecutive
time on April 18 to bolster growth in Latin America's largest
economy.

Alex Pardellas, an equity analyst at ABN Amro NV, told Bloomberg
that operating profit results were below expectations because
the company incurred higher costs to connect calls to other
service providers.


TELE NORTE: Fitch Affirms BB+ Foreign Currency Default Rating
-------------------------------------------------------------
Fitch Ratings has taken these actions for Tele Norte Leste
Participacoes S.A. or TNL and Telemar Norte Leste S.A. or Tmar
following the controlling shareholder's, Telemar Participacoes
S.A. or TmarPart, BRL11 billion tender offer for all outstanding
preferred shares of TNE and Tmar:

Tele Norte Leste Participacoes S.A. or TNL

   -- Foreign currency IDR affirmed at 'BB+'
      with Stable Outlook; and

   -- Local currency IDR of 'BBB-' placed
      on Rating Watch Negative;

   -- National scale rating of 'AA+(bra)' placed
      on Rating Watch Negative.

Telemar Norte Leste S.A. or Tmar

   -- Foreign currency IDR affirmed at 'BB+';
      Outlook Stable; and

   -- Local currency IDR affirmed at 'BBB-'; Outlook Stable;

   -- National scale rating affirmed at 'AA+(bra)';
      Outlook Stable.

The rating action reflects the direct and indirect leveraging
impact the transaction will have on holding company, TNL, and
operating company, Tmar.  The transaction is expected to be
initially funded entirely by debt at the controlling shareholder
level, TmarPart, which may be refinanced with a mix of debt and
new equity over the medium term.  On a pro forma basis, the
transaction will increase TmarPart's consolidated total debt
levels to approximately BRL20.9 billion from BRL9.9 billion and
increase its net debt to BRL16.1 billion from BRL5.1 billion.
Total debt-to-EBITDA will increase to 3.4x from 1.6x and Net
debt-to-EBITDA will increase to 2.6x from 0.8x. EBITDA at year-
end 2006 was BRL6.1 billion and cash was BRL4.7 billion.

While the ultimate organizational and capital structure of the
group remains unclear, the transaction once complete may
facilitate the controlling shareholders previously stated goal
of simplifying its ownership structure, allowing it to eliminate
the intermediate holding company and to create one class of
common shares at TmarPart; similar to last year's share exchange
offer.  A simplified ownership structure would positively
increase overall financial flexibility for the group with regard
to funding sources and could lead to greater transparency and
improvements in corporate governance.

The merging of TmarPart and TNL would clearly pressure the
credit quality of TNL and at a minimum indirectly burden the
operating company, TMAR, given the need to increase dividend
cash flow to service the new additional holding company debt.
Debt at Tmar may also increase if a large one-time dividend is
made to partially repay the bridge debt used to fund the
acquisition of the preferred shares.  A one-time Tmar dividend
would be limited to retained earnings of approximately BRL2.6
billion and could be funded either with balance sheet cash or
new debt.  The debt at the holding company level would be
structurally subordinate to the debt at the operating company
and likely be notched lower than the operating (Tmar) debt.

The transaction will be completed only if shareholders
representing at least 66% of TNL's preferred shares accept the
tender off.  Assuming that 100% of elects at TNL and Tmar to
participate, TmarPart will have approximately 85% of TNL total
shares which in turn, TNL will control close to 98% of Tmar
total shares.  Fitch expects that initially TNL ratings may be
affected depending on the amount of TmarPart debt that will need
to be serviced with dividends flowing from Tmar to TNL to
TmarPart.

Tmar's ratings are supported by its solid business position,
strong cash flow generation and financial profile.  TMAR
continues to hold a leading market position in local service and
long distance in region I.  In addition, the company is one of
the largest wireless operators in its region.  Tmar's credit
quality is underpinned by the strength of its local fixed line
service.  The company derives a significant portion of revenues
from local service operations, which is expected to remain as
the main cash flow generator for the company, although the
ratings incorporate increased substitution of fixed traffic by
wireless traffic and traffic loss due to substitution of dial up
internet services by broadband services.

TmarPart provides telecommunications services in region I, which
comprises 16 states and includes Rio de Janeiro.  TmarPart also
provides Internet, data transmission, and long-distance
services.  TNL is majority controlled by Telemar Participacoes
S.A., which is in turn controlled by a group of Brazilian
investors.  TNL had net revenues and EBITDA during 2006 of
BRL16.9 billion and BRL6.1 billion, respectively.

Headquartered in Rio de Janeiro, Brazil, Tele Norte Leste
Participacoes SA -- http://www.telemar.com.br-- is a provider
of fixed-line telecommunications services in South America.  The
company markets its services under its Telemar brand name.  Tele
Norte's subsidiaries include Telemar Norte Leste SA; TNL PCS SA;
Telemar Internet Ltda.; and Companhia AIX Participacoes SA.


TELE NORTE: Fitch Affirms BB+ Foreign Currency Default Ratings
--------------------------------------------------------------
Fitch Ratings has taken these actions for Tele Norte Leste
Participacoes S.A. or TNL and Telemar Norte Leste S.A. or Tmar
following the controlling shareholders, Telemar Participacoes
S.A. or TmarPart, BRL11 billion tender offer for all outstanding
preferred shares of TNE and Tmar:

Telemar Norte Leste S.A. or Tmar

   -- Foreign currency IDR affirmed at 'BB+';
      Outlook Stable; and

   -- Local currency IDR affirmed at 'BBB-'; Outlook Stable;

   -- National scale rating affirmed at 'AA+(bra)';
      Outlook Stable.

Tele Norte Leste Participacoes S.A. or TNL

   -- Foreign currency IDR affirmed at 'BB+'
      with Stable Outlook; and

   -- Local currency Issuer Default Rating of 'BBB-' placed
      on Rating Watch Negative;

   -- National scale rating of 'AA+(bra)' placed
      on Rating Watch Negative.

The rating action reflects the direct and indirect leveraging
impact the transaction will have on holding company, TNL, and
operating company, Tmar.  The transaction is expected to be
initially funded entirely by debt at the controlling shareholder
level, TmarPart, which may be refinanced with a mix of debt and
new equity over the medium term.  On a pro forma basis, the
transaction will increase TmarPart's consolidated total debt
levels to approximately BRL20.9 billion from BRL9.9 billion and
increase its net debt to BRL16.1 billion from BRL5.1 billion.
Total debt-to-EBITDA will increase to 3.4x from 1.6x and Net
debt-to-EBITDA will increase to 2.6x from 0.8x. EBITDA at year-
end 2006 was BRL6.1 billion and cash was BRL4.7 billion.

While the ultimate organizational and capital structure of the
group remains unclear, the transaction once complete may
facilitate the controlling shareholders previously stated goal
of simplifying its ownership structure, allowing it to eliminate
the intermediate holding company and to create one class of
common shares at TmarPart; similar to last year's share exchange
offer.  A simplified ownership structure would positively
increase overall financial flexibility for the group with regard
to funding sources and could lead to greater transparency and
improvements in corporate governance.

The merging of TmarPart and TNL would clearly pressure the
credit quality of TNL and at a minimum indirectly burden the
operating company, TMAR, given the need to increase dividend
cash flow to service the new additional holding company debt.
Debt at Tmar may also increase if a large one-time dividend is
made to partially repay the bridge debt used to fund the
acquisition of the preferred shares.  A one-time Tmar dividend
would be limited to retained earnings of approximately BRL2.6
billion and could be funded either with balance sheet cash or
new debt.  The debt at the holding company level would be
structurally subordinate to the debt at the operating company
and likely be notched lower than the operating (Tmar) debt.

The transaction will be completed only if shareholders
representing at least 66% of TNL's preferred shares accept the
tender off.  Assuming that 100% of elects at TNL and Tmar to
participate, TmarPart will have approximately 85% of TNL total
shares which in turn, TNL will control close to 98% of Tmar
total shares.  Fitch expects that initially TNL ratings may be
affected depending on the amount of TmarPart debt that will need
to be serviced with dividends flowing from Tmar to TNL to
TmarPart.

Tmar's ratings are supported by its solid business position,
strong cash flow generation and financial profile.  TMAR
continues to hold a leading market position in local service and
long distance in region I.  In addition, the company is one of
the largest wireless operators in its region.  Tmar's credit
quality is underpinned by the strength of its local fixed line
service.  The company derives a significant portion of revenues
from local service operations, which is expected to remain as
the main cash flow generator for the company, although the
ratings incorporate increased substitution of fixed traffic by
wireless traffic and traffic loss due to substitution of dial up
internet services by broadband services.

TmarPart provides telecommunications services in region I, which
comprises 16 states and includes Rio de Janeiro.  TmarPart also
provides Internet, data transmission, and long-distance
services.  TNL is majority controlled by Telemar Participacoes
S.A., which is in turn controlled by a group of Brazilian
investors.  TNL had net revenues and EBITDA during 2006 of
BRL16.9 billion and BRL6.1 billion, respectively.

Headquartered in Rio de Janeiro, Brazil, Tele Norte Leste
Participacoes SA -- http://www.telemar.com.br-- is a provider
of fixed-line telecommunications services in South America.  The
company markets its services under its Telemar brand name.  Tele
Norte's subsidiaries include Telemar Norte Leste SA; TNL PCS SA;
Telemar Internet Ltda.; and Companhia AIX Participacoes SA.


TRW AUTOMOTIVE: Moody's Affirms Ba2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed TRW Automotive, Inc.'s
Corporate Family Rating at Ba2, and the ratings on the US$1.5
billion of recently issued senior unsecured notes, at Ba3.  The
rating agency also raised the company's Speculative Grade
Liquidity Rating to SGL-1 from SGL-2.  The outlook remains
stable.  In related actions, Moody's assigned Baa3 ratings to
the new senior secured bank facilities of TRW Automotive, Inc. -
- including US$1.4 billion of revolving credit facilities, a
US$600 million term-loan A, and a US$500 million term-loan B.
TRW Automotive intends to use the proceeds from the new senior
secured bank facilities to refinance the existing senior secured
credit facilities.  The bank credit facility refinancing
continues TRW Automotive's efforts to opportunistically extend
its debt maturity profile, and reduce debt service costs.

As a leading supplier of components and systems to automotive
OEM's (original equipment manufacturer), TRW Automotive's
business profile has many characteristics that are consistent
with ratings higher than the assigned Ba2 Corporate Family
Rating.  The company enjoys a well-diversified revenue base,
including long-standing supply arrangements with European and
Asian automakers, as well as aftermarket sales.  Continuous
investment in new technologies should support future revenues,
even as automotive demand softens.  However, TRW Automotive has
experienced the effects of ongoing pricing pressures from OEM
customers as well as commodity price increases.  EBIT margins of
below 5% are considered moderate, and more consistent with the
assigned ratings.  For the last twelve months ended
Dec. 31, 2006, TRW Automotive's consolidated total debt/EBITDA
leverage was 3.5x; EBIT coverage of interest was 2.0x; free cash
flow was approximately US$191 million.  These metrics are viewed
as consistent with speculative grade rated companies and with
the company's Corporate Family Ratings at the Ba2 level.

The stable outlook continues to anticipate that the company's
geographic, customer and product diversification will support
revenues even in the face of weaker automotive demand.  Ongoing
cost reduction efforts should benefit margins.  This margin
improvement, in conjunction with the lower debt service costs
stemming from the refinancing, should support credit metrics
consistent with the Ba2 Corporate Family Rating through the
intermediate term.  At year-end 2006, TRW Automotive maintained
good liquidity with cash and cash equivalents of US$578 million,
approximately US$830 million of availability under its revolving
credit facility and about US$104 million of availability under
its U.S. accounts receivable facility.  The new US$1.4 billion
revolving credit facility is expected to provide TRW Automotive
with the same level of unused and available borrowing capacity
provided by the facility being replaced.  The company's
Speculative Grade Liquidity rating of SGL-1 reflects the lower
expected reliance on incremental funding under the proposed
revolvers combined with expected covenant cushion improvement.

These ratings were assigned:

   -- Baa3 (LGD2, 17%) rating for the new US$900 million
      senior secured domestic revolving credit facility;

   -- Baa3 (LGD2, 17%) rating for the new US$500 million
      senior secured global revolving credit facility;

   -- Baa3 (LGD2, 17%) rating for the new US$600 million
      senior secured term loan A;

   -- Baa3 (LGD2, 17%) rating for the new $500 million
      senior secured term loan B;

These rating was raised:

   -- Speculative Grade Liquidity Rating, to SGL-1 from SGL-2

These ratings were affirmed:

   -- Ba2 Corporate Family rating;

   -- Ba2 Probability of Default rating;

   -- Ba3 (LGD5, 72%) on the US$500 million senior unsecured
      notes due 2014;

   -- Ba3 (LGD5, 72%) on the EUR275 million senior unsecured
      notes due 2014;

   -- Ba3 (LGD5, 72%) on the US$600 million senior unsecured
      notes due 2017;

These ratings are withdrawn as a result of the successful tender
for the overwhelming majority of the outstandings:

   -- B1 (LGD6, 97%) for the 9-3/8% Senior Notes due 2013;

   -- B1 (LGD6, 97%) for the 10.125% (Euro denominated)
      Senior Notes due 2013;

   -- B1 (LGD6, 97%) for the 11.75% (Euro denominated) Senior
      Subordinated Notes due 2013; and

   -- B1 (LGD6, 97%) for the 11% Senior Subordinated Notes
      due 2013.

Upon closing of the new senior secured bank facilities these
ratings will be withdrawn:

   -- Ba1 (LGD2, 26%) rating for the existing senior
      secured credit facilities

The last rating action was on March 12, 2007, when Ba3 ratings
were assigned to the company's US$1.5 billion of newly-issued
unsecured notes.

Consideration for downward outlook or rating migration would
arise if any combination of factors were to increase leverage to
over 3.5x or if EBIT/ Interest coverage under 2.0x.

Future events that would be likely to improve TRW Automotive's
outlook or ratings include further debt and leverage reduction
from free cash flow, the realization of substantial new business
awards, expansion into new markets, or improved operating
margins resulting from new business wins or productivity
improvement.  Consideration for upward outlook or rating
migration would arise if any combination of these factors were
to reduce leverage to under 2.5x or increase EBIT/interest
coverage to a level approximating 3.0x.

Headquartered in Livonia, Michigan, TRW Automotive Holdings
Corp. (NYSE:TRW) -- http://www.trwauto.com/-- is an automotive
supplier.  Through its subsidiaries, the company employs
approximately 63,800 people in 26 countries including Brazil,
China, Germany and Italy.  TRW Automotive products include
integrated vehicle control and driver assist systems, braking
systems, steering systems, suspension systems, occupant safety
systems (seat belts and airbags), electronics, engine
components, fastening systems and aftermarket replacement parts
and services.


* BRAZIL: Approves US$9-Billion Bullet Train Project
----------------------------------------------------
The Associated Press reports that Brazil has granted feasibility
studies for a planned US$9 billion (EUR6.6 billion) project of
bullet train linking its two largest cities.

Justice Augusto Nardes said in a statement that federal
accounting court has approved the studies last Wednesday, the AP
relates.

According to the news, Brazil's dispersed railroads are now
committed almost exclusively to cargo, forcing passengers to
choose between expensive air travel or precarious highways.

Citing O Globo newspaper, the AP relates that the bullet train
would run mostly underground covering a 400-km or 250 mile trip
between Rio de Janiero and Sao Paulo for US$60 (EUR45) each way.
The trip could cost an hour and a half.

Reports show that it would take 45 minutes for US$100 (EUR75),
the flight between two cities.  At peak hours, demand is so high
that air shuttles take off every five to 10 minutes.

O Globo says that three South Korean companies and one from
Italy expressed interest in bidding that will begin in the next
90 days.  Construction is set to take seven years.

                        *     *     *

As reported on Nov. 24, 2006, Standard & Poor's Ratings Services
revised its outlook on its long-term ratings on the Federative
Republic of Brazil to positive from stable.  Standard & Poor's
also affirmed these ratings on the Republic of Brazil:

   -- 'BB' for long-term foreign currency credit rating,
   -- 'BB+' for long-term local currency credit rating, and
   -- 'B' for short-term currency sovereign credit rating.




===========================
C A Y M A N   I S L A N D S
===========================


BATAVIA CREDIT: Proofs of Claim Filing Is Until May 17
------------------------------------------------------
Batavia Credit Card Corporation Ltd.'s creditors are given until
May 17, 2007, to prove their claims to George Bashforth and
Emile Small, the company's liquidators, or be excluded from
receiving any distribution or payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

Batavia Credit's shareholders agreed on March 28, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

          George Bashforth
          Emile Small
          Maples Finance Limited
          P.O. Box 1093
          George Town, Grand Cayman
          Cayman Islands


CAYMAN ABSC: Will Hold Final Shareholders Meeting on May 16
-----------------------------------------------------------
Cayman ABSC NIMs 2003-HE6 will hold its final shareholders
meeting on May 16, 2007, at 12:00 p.m., at the office of the
company.

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,
      and

   2) authorizing the liquidators to retain the
      records of the company for a period of five years
      from the dissolution of the company, after which
      they may be destroyed.

A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidators can be reached at:

         John Cullinane
         Derrie Boggess
         c/o Walkers SPV Limited
         Walker House, 87 Mary Street
         P.O. Box 908
         Grand Cayman KY1-9002
         Cayman Islands


CLASSIC TERMS: Sets Final Shareholders Meeting for May 16
---------------------------------------------------------
Classic Terms Ltd. will hold its final shareholders meeting on
May 16, 2007, at:

         327 Dahlonega Street
         Suite 1001, Cumming
         Georgia U.S.A.

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidator can be reached at:

         Gilbert Miller
         Attention: Alan G. de Saram
         Charles Adams, Ritchie & Duckworth
         P.O. Box 709
         Zephyr House, Mary Street
         George Town, Grand Cayman KY1-1107
         Cayman Islands
         Tel: 949-4544
         Fax: 949-8460


GLOBAL PRIVATE: Will Hold Final Shareholders Meeting on May 16
--------------------------------------------------------------
Global Private Investments Ltd. will hold its final shareholders
meeting on May 16, 2007, at 10:00 a.m., at the office of the
company.

These matters will be taken during the meeting:

   1) confirming, ratifying and approving the conduct of
      the liquidation by the liquidators, S.L.C. Whicker
      and K.D. Blake;

   2) approving the quantum of the liquidators'
      remuneration, that being fixed by the time
      properly spent by the liquidators and their staff;

   3) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,
      and

   4) authorizing the liquidators to retain the records
      of the company and of the liquidators for a period of
      five years from its dissolution, after which they may be
      destroyed.

A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidator can be reached at:

         K.D. Blake
         Attention: Gundega Tamane
         P.O. Box 493
         Grand Cayman KY1-1106
         Cayman Islands
         Telephone: 345-949-4800
         Fax: 345-949-7164


HDH SPECIAL: Sets Final Shareholders Meeting for May 16
-------------------------------------------------------
HDH Special Situations Fund will hold its final shareholders
meeting on May 16, 2007, at:

         Zephyr House
         Mary Street
         P.O. Box 709
         Grand Cayman, KY1-1107
         Cayman Islands

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidator can be reached at:

          Huy Hoang
          Attention: Alan G. de Saram
          Charles Adams, Ritchie & Duckworth
          P.O. Box 709
          Zephyr House, Mary Street
          George Town, Grand Cayman KY1-1107
          Cayman Islands
          Tel: 949-4544
          Fax: 949-8460


HOTEI LTD: Proofs of Claim Filing Deadline Is May 17
----------------------------------------------------
Hotei Ltd.'s creditors are given until May 17, 2007, to prove
their claims to Richard Gordon and Joshua Grant, the company's
liquidators, or be excluded from receiving any distribution or
payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

Hotei Ltd.'s shareholders agreed on March 30, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

          Richard Gordon
          Maples Finance Limited
          P.O. Box 1093
          George Town, Grand Cayman
          Cayman Islands


HUNTSMAN INT'L: Will Hold Final Shareholders Meeting on May 16
--------------------------------------------------------------
Huntsman International Asset Backed Securities Ltd. will hold
its final shareholders meeting on May 16, 2007, at 10:45 a.m.,
at:

          P.O. Box 1109
          George Town, Grand Cayman
          Cayman Islands

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,
      and

   2) authorizing the liquidators to retain the records of the
      company for a period of five years from its dissolution,
      after which they may be destroyed.

A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidators can be reached at:

         Cereita Lawrence
         Sylvia Lewis
         P.O. Box 1109
         Grand Cayman KY1-1102
         Cayman Islands
         Telephone: 949-7755
         Fax: 949-7634


JLOC 2001-II: Sets Final Shareholders Meeting for May 16
--------------------------------------------------------
JLOC 2001-II Ltd. will hold its final shareholders meeting on
May 16, 2007, at 10:00 a.m., at:

         P.O. Box 1109
         Grand Cayman KY1-1102
         Cayman Islands

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,
      and

   2) authorizing the liquidators to retain the
      records of the company for a period of five years
      from its dissolution, after which they may be destroyed.

A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidators can be reached at:

         Kareen Watler
         Beverly Bernard
         P.O. Box 1109
         Grand Cayman KY1-1102
         Cayman Islands
         Telephone: (345) 949-7755
         Fax: (345) 949-7634


NFA (CAYMAN): Proofs of Claim Must be Filed by May 17
-----------------------------------------------------
NFA (Cayman) Ltd.'s creditors are given until May 17, 2007, to
prove their claims to Joshua Grant and Jan Neveril, the
company's liquidators, or be excluded from receiving any
distribution or payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

NFA Ltd.'s shareholders agreed on Jan. 31, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

          Joshua Grant
          Jan Neveril
          Maples Finance Limited
          P.O. Box 1093
          George Town, Grand Cayman
          Cayman Islands


NSJ TWO: Proofs of Claim Filing Is Until May 17
-----------------------------------------------
NSJ Two Ltd.'s creditors are given until May 17, 2007, to prove
their claims to Chris Marett and Joshua Grant, the company's
liquidators, or be excluded from receiving any distribution or
payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

NSJ Two's shareholders agreed on April 3, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

          Chris Marett
          Joshua Grant
          Maples Finance Limited
          P.O. Box 1093
          George Town, Grand Cayman
          Cayman Islands


PORTUGAL BLUE: Proofs of Claim Must be Filed by May 16
--------------------------------------------------------
Portugal Blue Chip Fund Ltd.'s creditors are given until
May 16, 2007, to prove their claims to Stuart K. Sybersma
and Ian A N Wight, the company's liquidators, or be excluded
from receiving any distribution or payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

Portugal Blue's shareholders agreed on March 5, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

          Stuart K. Sybersma
          Attention: Mervin Solas
          Deloitte
          P.O. Box 1787
          George Town, Grand Cayman
          Cayman Islands
          Telephone: (345) 949 7500
          Fax: (345) 949 8258


RYMBOURNE CAYMAN: Proofs of Claim Filing Ends on May 17
-------------------------------------------------------
Rymbourne Cayman Ltd.'s creditors are given until May 17, 2007,
to prove their claims to Glen Trenouth, the company's
liquidator, or be excluded from receiving any distribution or
payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

Rymbourne Cayman's shareholder decided on March 19, 2007, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

          Glen Trenouth
          P.O. Box 31118
          Grand Cayman KY1-1205
          Cayman Islands
          Telephone: (345) 943 8800
          Fax: (345) 943 8801


SF BUILDING: Proofs of Claim Filing Is Until May 17
---------------------------------------------------
S.F. Building Holdings Inc.'s creditors are given until
May 17, 2007, to prove their claims to Nobuhiro Sakano, the
company's liquidator, or be excluded from receiving any
distribution or payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

S.F. Building's shareholder decided on March 30, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

          Nobuhiro Sakano
          Maples Finance Limited
          P.O. Box 1093
          George Town, Grand Cayman
          Cayman Islands


S.F. TENNOUZU: Proofs of Claim Must be Filed by May 17
------------------------------------------------------
S.F. Tennouzu Development Holdings Inc.'s creditors are given
until May 17, 2007, to prove their claims to Nobuhiro Sakano,
the company's liquidator, or be excluded from receiving any
distribution or payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

S.F. Tennouzu's shareholder decided on March 30, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

          Nobuhiro Sakano
          Maples Finance Limited
          P.O. Box 1093
          George Town, Grand Cayman
          Cayman Islands


VITA CAPITAL: Sets Final Shareholders Meeting for May 16
--------------------------------------------------------
Vita Capital Ltd. will hold its final shareholders meeting on
May 16, 2007, at 10:30 a.m., at:

          P.O. Box 1109
          George Town, Grand Cayman
          Cayman Islands

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,
      and

   2) authorizing the liquidators to retain the company's
      records for a period of five years from its dissolution,
      after which they may be destroyed.

A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidators can be reached at:

          Cereita Lawrence
          Sylvia Lewis
          P.O. Box 1109
          Grand Cayman KY1-1102
          Cayman Islands
          Telephone: 949-7755
          Fax: 949-7634




===============
C O L O M B I A
===============


* COLOMBIA: To Hand Over Six Regional Airports to Private Firms
---------------------------------------------------------------
Colombian President Alvaro Uribe's press office said in a
statement that the government will turn over the management of
six regional airports to private firms by year-end.

According to the press office's statement, the government will
hand over:

          -- two Medellin airports,
          -- the Carepa airport in Antioquia,
          -- the Monteria airport in Cordoba,
          -- the Quibdo airport in Choco, and
          -- the Sincelejo airport in Sucre.

The statement says that the transfer will start in July.  The
will be placed in the auction block by year-end.

Colombian airports authority head Fernando Sanclemente said in
2006 that the government was analyzing whether to hand over all
the airports to one single firm or to auction them separately,
Dow Jones Newswires reports.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 8, 2007, Standard & Poor's lifted the country's foreign
credit to BB+ from BB.  Colombia's local currency debt rating
was raised to BBB+ from BBB.




===================
C O S T A   R I C A
===================


US AIRWAYS: Reports US$66 Million First Quarter 2007 Net Profit
---------------------------------------------------------------
US Airways Group, Inc., reported its first quarter 2007 results.
Net profit for the first quarter was US$66 million compared to a
net profit before cumulative effect of change in accounting
principle of US$64 million for the same period last year.
Excluding net credits from special items of US$32 million, the
company reported a net profit of US$34 million.  This compares
to a net profit, before cumulative effect of change in
accounting principle of US$5 million in the first quarter of
2006, which excludes net credits from special items of US$59
million.

Chairman and CEO Doug Parker stated, "We are pleased to report a
first quarter profit and an improvement in year-over-year
earnings.  This is particularly noteworthy given the first
quarter was extremely difficult for us operationally.  We were
affected by two major storms that temporarily closed our
Philadelphia hub and severely impacted our Northeast operations.
Service disruptions also occurred during the quarter when we
converted our two reservation systems to a single system.

"Our 36,000 employees are to be commended for their outstanding
efforts, particularly our employees who work with customers at
our airports and reservation call centers.  Our team did a
remarkable job of taking care of our customers during a
challenging conversion.  We still have work to do to ensure our
people have the tools they need to provide the type of service
our customers deserve and expect, but we are making great
progress thanks to our hard-working team.

"Separately today, we announced a series of customer service
initiatives designed to further improve our customer service.
Bolstering our airport staffing, implementing improved kiosk
technology at our airports and relaxing restrictions for our
most loyal customers are just a few of the steps we are taking
to build a better airline.

"Looking forward, the recent rise in fuel prices is once again
having a material effect on our outlook.  Our current estimate
for 2007 fuel price results in an additional US$300 million of
expense versus our 2007 operating budget.  Despite this
significant cost increase, we continue to project a profitable
second quarter and full-year 2007," concluded Mr. Parker.

               Revenue and Cost Comparisons

Mainline passenger revenue per available seat mile or PRASM was
10.27 cents, up 3.4 percent over the same period last year.
Express PRASM was 17.66 cents, up 5.7 percent over the first
quarter 2006.  Total mainline and Express PRASM for US Airways
Group was 11.43 cents, up 3.3 percent compared to the first
quarter 2006.

Chief Financial Officer Derek Kerr stated, "Fuel continues to be
our single largest operating expense.  Our first quarter average
mainline fuel price including taxes and realized losses on fuel
hedging instruments (economic fuel price) was US$2.01 per
gallon, up 4.4 percent over the first quarter 2006."

Operating cost per available seat mile or CASM at US Airways
Group was 11.89 cents, up 3.9 percent versus the same period
last year.  Mainline CASM for the quarter was 10.76 cents, up
3.7 percent, on an increase in capacity of 1.8 percent versus
the first quarter of 2006.  Excluding fuel, unrealized and
realized gains/losses on fuel hedging instruments, and merger
related transition expenses, mainline CASM was 7.88 cents, up
2.0 percent from the same period last year.  The increase is due
primarily to the operational difficulties that occurred in the
quarter.

                          Liquidity

As of March 31, 2007, the company had US$3.3 billion in total
cash and investments, of which US$2.5 billion was unrestricted.
In April 2007, the company's restricted cash requirements were
reduced by approximately US$200 million under an agreement with
one of the company's credit card processors.

In addition, during the quarter the company refinanced US$1.6
billion of existing secured and unsecured debt.  The refinancing
improves liquidity over the next seven years by reducing
principal payments and lowers the company's near-term interest
expense.  The new loan currently bears interest at LIBOR plus
2.5 percent and reduced the blended interest margin by over 100
basis points.

                  First Quarter Special Items

During its first quarter, the company recognized US$32 million
of net credits from special items, which included a US$90
million non-cash credit for unrealized net gains associated with
the change in fair value of the company's outstanding fuel hedge
contracts, US$39 million of merger-related transition expenses
and an US$18 million write off of debt issuance costs in
connection with the refinancing of US$1.25 billion of GE debt.
In addition, the company had US$1 million of special non-cash
expense in its income taxes for the quarter.

                      Integration Update

Operations

    * Announced that the airline's new combined flight
      operations control center will be located in Pittsburgh.
      The company plans to build a new 60,000 square foot
      center, which is scheduled to open in 2009.  The
      airline's 600 scheduling, planning and other operation
      critical employees will be located at this new facility.

    * Combined the airline's maintenance inventory computer
      systems for the Boeing 767 and Airbus A330 fleets.

Marketing

    * Migrated two reservations systems onto one platform
      (SHARES), which provides a single system for reservation
      and airport customer service agents.  This enabled the
      company to simplify ticketing processes, remove redundant
      systems and provide a consistent product to its customers.
      The company continues to implement enhancements to the
      SHARES product based on feedback from customers and
      Frontline employees.

    * Continued fare reduction program lowering fares from
      Charlottesville, Va., Harrisburg, Pa., and
      Huntsville, Al.  In all, the new US Airways has
      lowered fares in approximately 1,100 markets since its
      merger in September 2005.

Headquartered in Arlington, Virginia, US Airways Group Inc.'s
(NYSE: LCC) -- http://www.usairways.com/-- primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for US$240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11
petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).
Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J.
Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken,
Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent
the Debtors in their restructuring efforts.  In the Company's
second bankruptcy filing, it lists US$8,805,972,000 in total
assets and US$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

US Airways, US Airways Shuttle, and US Airways Express operate
approximately 3,800 flights per day and serve more than 230
communities in the U.S., Canada, Europe, the Caribbean, and
Latin America.  The new US Airways is a member of the Star
Alliance, which provides connections for customers to
841 destinations in 157 countries worldwide.

US Airways has operations in Japan, Australia, China, Costa
Rica, Philippines, and Spain, among others.

                        *     *     *

As reported in Troubled Company Reporter on Feb. 1, 2007,
Standard & Poor's Ratings Services affirmed its ratings on US
Airways Group. and its major operating subsidiaries America West
Holdings Corp., America West Airlines Inc., and US Airways Inc.,
including the 'B-' corporate credit ratings.  The ratings were
removed from CreditWatch, where they were placed with developing
implications on Nov. 15, 2006.  S&P said the outlook is
positive.




===================================
D O M I N I C A N   R E P U B L I C
===================================


ASHMORE ENERGY: To Open Hong Kong Office on Asian Energy Boom
-------------------------------------------------------------
Ashmore Energy International or AEI will open an office in Hong
Kong under the name of AEI Asia.  The expansion will enable the
company to invest in the tremendous growth in energy demand and
need for new energy infrastructure projects throughout the
entire Asia region.  The company plans to both acquire and
develop new energy infrastructure assets in the power
generation, power distribution and natural gas services sectors
to expand AEI's current business lines into Asia.

AEI has hired an experienced local executive management team,
headed by Colin Tam who will serve as the company's Asia-Pacific
Regional Head responsible for leading AEI's overall business
operations in Asia reporting directly to AEI's CEO, Brent de
Jong and will serve as a member of AEI's executive management
team.  The other members of the Hong Kong team moving to AEI
Asia will be: Eric d'Esparbes -- who will serve as CFO of AEI
Asia; Samson Ng Shung Lai -- who will serve as Senior Vice
President of Business Development of AEI Asia; Alan Chan -- who
will serve as President and Chief Operating Officer of AEI Asia;
and 4 other senior executives.  The local management team
members will commence employment with AEI Asia immediately upon
finishing their notice periods.

AEI is evaluating a number of growth opportunities in Asia and
adding experienced leadership that is already based in the
region will allow AEI to execute, assimilate and operate new
projects on a more effective basis.

The company currently owns and operates a 116 MW thermal power
plant in the Philippines and through its predecessor, has been
active in Asia for several years.  The move represents the next
step in AEI's strategic plan to focus on expanding its current
business into emerging markets in new regions around the world.
AEI has global resources, experience and expertise that when
combined with new local management, will allow the company to
rapidly become a key player in the expanding Asia energy market.

Colin Tam is the founder, Chairman and CEO of Meiya Power
Company Limited.  He is also the co-founder and Chairman of
Independent Power Producers Forum.

Mr. Tam has over 30 years of experience in the power business
both in the United States and Asia.  During his career, he has
held several senior positions in various influential national
organizations within the power industry in the US.  He is
currently Chairman of Energy Committee of the American Chamber
of Commerce in Hong Kong, Standing Director of the National
China Investment Association and Vice Chairman of its Foreign
Investors Committee.

Ashmore Energy International Ltd. --
http://www.ashmoreenergy.com-- owns and operates a portfolio of
energy infrastructure assets in power generation, transmission,
and distribution of natural gas, gas liquids, and electric
power.  Ashmore Energy's portfolio, directly or indirectly,
consists of 19 companies in 14 countries, most of which are
located in Latin America.  The company's largest asset is
Brazilian electric distribution company, Elektro, which
represents approximately 43% of EBITDA, and 55.3% of fiscal 2006
consolidated cash flow to parent company Ashmore Energy.  The
company also operates a power plant in the Dominican Republic.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 3, 2007, Standard & Poor's Ratings Services assigned its
'B+' secured debt rating and '3' recovery rating to Ashmore
Energy International's US$105 million synthetic revolving credit
facility due in 2012.  At the same time, Standard & Poor's
affirmed its 'B+' corporate credit rating on Ashmore Energy; its
'B+' senior secured debt rating and '3' recovery rating on its
US$395 million revolving credit facility due 2012, which was
reduced from US$500 million; and its 'B+' senior secured debt
rating and '3' recovery rating on Ashmore Energy's US$1 billion
term loan due in 2014.  AEI Finance Holding LLC is a co-borrower
to Ashmore Energy's bank facility.  S&P said the outlook is
stable.

As reported in the Troubled Company Reporter-Latin America on
Feb. 27, 2007, Fitch Ratings assigned a BB Issuer Default rating
to Ashmore Energy International Ltd. and rated its US$500
million senior revolver credit facility at BB.

Also, Moody's Investors Service assigned a Ba3 rating to the
senior secured credit facilities.


OCHOA BANK: Regulator Takes Control Due to Liquidity Problems
-------------------------------------------------------------
The Dominican Republic's Banks Superintendence has intervened
the Ochoa Bank as liquidity and compensation problems have been
detected in the bank, local paper Listin Diario reports.

According to Listin Diario, the Banks Superintendence inspects
Ochoa Bank shareholder Ochoa Motors although it is not part of
the bank, to determine any connection between the two entities.
Ochoa Bank and Ochoa Motors have a DOP1.2-billion deficit.

Listin Diario relates that rumors on Ochoa Bank's collapse had
caused several of its customers to flock at the bank's offices
in Santiago on April 25 to demand the return of their deposits.

However, Bernardo Perez, who claimed he was the Ochoa firms'
lawyer, denied to Dominican Today that the Ochoa Bank had
failed, calling the Banks Superintendence's intervention as
ridicule.




=====================
E L   S A L V A D O R
=====================


SPECTRUM BRANDS: Fitch Affirms CCC Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed the ratings of Spectrum Brands, Inc:

   -- Issuer default rating 'CCC';

   -- US$1.6 billion 6-year Credit Agreement 'B/RR1';

   -- US$700 million 7-3/8% Senior Subordinated Note
      due 2015 'CCC-/RR5'; and

   -- US$350 million 11.25% Variable Rate Toggle Interest
      pay-in-kind Senior Subordinated Note due 2013 'CCC-/RR5'.

The Credit Agreement and Variable Rate Toggle Interest Note have
relatively the same terms and conditions and are rated the same
as the facilities being replaced.  The Outlook remains Negative.

Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC)
-- http://www.spectrumbrands.com/-- is a consumer products
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.
Spectrum Brands' products are sold by the world's top 25
retailers and are available in more than one million stores in
120 countries around the world.  The company operates in 13
Latin American nations including El Salvador, Guatemala, Costa
Rica, Colombia and Nicaragua.




=================
G U A T E M A L A
=================


AFFILIATED COMPUTER: Acquires Albion Assets for US$25.5 Million
---------------------------------------------------------------
Affiliated Computer Services, Inc., has completed acquisition of
certain assets of Albion, Inc., for US$25.5 million, subject to
certain adjustments.  The purchase was funded through a
combination of cash and borrowings under Affiliated Computer's
existing credit facility.  The trailing 12-month revenue of the
acquired assets was approximately US$25 million.

The acquisition enables Affiliated Computer to address key HHS
challenges facing State and Local government clients, including:

   * expensive legacy systems;
   * a need for cost effectiveness; and
   * a client-centered approach to service delivery.

The acquired proprietary @Vantage software addresses these
clients' challenges while meeting Federal financial support
requirements for a commercial, off-the-shelf or COTS solution.

"This capability is emerging as a standard for federal financial
support among health and human services agencies," said Tom
Burlin, Executive Vice President and Chief Operating Officer of
Affiliated Computer Services Government Solutions.  "Albion's
@Vantage solution and our extensive experience in eligibility
will provide ACS with a distinct advantage in the growing
eligibility services market that will translate into better
service for our clients."

The combination of Affiliated Computer's BPO service offerings
with the @Vantage solution enables Affiliated Computer to offer
an end-to-end integrated eligibility offering across multiple
HHS programs, including temporary assistance for needy families,
food stamps, and Medicaid and significantly enhances Affiliated
Computer's ability to bid competitively on future state
eligibility systems contracts.

Approximately 170 employees will transition to Affiliated
Computer as part of the acquisition.

                        About Albion

Founded in 1994, Albion is headquartered in Atlanta, Georgia,
with additional operations in Massachusetts, Minnesota, New
Mexico, Tennessee, and Wyoming.  The company specializes in
integrated eligibility software solutions.  Approximately 170
employees will transition to ACS as part of the acquisition.

                About Affiliated Computer Services

Affiliated Computer Services Inc. (NYSE: ACS)
-- http://www.acs-inc.com/-- provides business process
outsourcing and information technology solutions to world-
class commercial and government clients.  The company has more
than 58,000 employees supporting client operations in nearly 100
countries.  The company has global operations in Brazil, China,
Dominican Republic, India, Guatemala, Ireland, Philippines,
Poland, and Singapore.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 3, 2007, Moody's Investors Service confirmed Affiliated
Computer Services' Ba2 corporate family rating and assigned a
stable rating outlook, following the company's conclusion of an
internal investigation into its options granting practices and
restoration to current U.S. Securities and Exchange Commission
financial reporting.

As reported in the Troubled Company Reporter on March 29, 2007,
Fitch Ratings placed Affiliated Computer Services Inc. on
Rating Watch Negative after the proposed offer from Darwin
Deason, founder and current chairman of ACS, and Cerberus
Capital Management L.P. to acquire the company in a leveraged
buyout transaction valued at $8.2 billion, including existing
debt.

Ratings affected were (i) Issuer Default Rating 'BB'; (ii)
Senior secured revolving credit facility at 'BB'; (iii) Senior
secured term loan at 'BB'; and (iv) Senior notes at 'BB-'.


IMAX CORP: Opens Second IMAX MPX(R) Theatre for Star Cinema
-----------------------------------------------------------
IMAX Corporation and Wisconsin-based Star Cinema (AGT
Enterprises, Inc/Star Iowa LLC) has agreed to open an IMAX(R)
theatre in Star Cinema's multiplex located in Council Bluffs,
Iowa, a suburb of Omaha, Nebraska, complimenting the current
16-screen movie theatre.  The IMAX theatre will be the second
for Star Cinema, following a very successful launch of the
exhibitor's first IMAX theatre in Fitchburg/Madison, Wisconsin.
The agreement is subject to the exhibitor obtaining local
building permits and approvals, and the theatre is scheduled to
be open in early 2008.

"Our first IMAX theatre near Madison performed very well and
helped increase the overall attendance for the entire
multiplex," said Bill Adamany, Jr. of Star Cinema.  "We believe
we'll see similar results at the Council Bluffs location as our
customers have responded extremely well to Hollywood movies
presented in IMAX's format, a superior cinematic experience that
moviegoers can't get anywhere else."

The new theatre will utilize IMAX MPX(R) technology, designed
specifically to enable multiplex operators to more cost
effective entrance into the IMAX theatre business, either by
retrofitting an existing stadium-seating auditorium or via an
economical new build.  The new IMAX theatre will be capable of
playing Hollywood event films that have been digitally re-
mastered into the unparalleled image and sound quality of The
IMAX Experience(R), as well as original IMAX productions in 2D
and IMAX(R) 3D.

"Following the strong success of the Fitchburg location -- which
drew audiences from beyond its city limits -- we couldn't be
more pleased to expand our relationship with Star Cinema and its
talented team of operators," added Larry T. O'Reilly, IMAX's
Executive Vice President, Theatre Development.  "It is
especially gratifying when an exhibitor expands its IMAX
presence, because it provides another example of how entering
the IMAX theatre business is a profitable way to drive
attendance and differentiate from the competition."

                     About Star Cinema

Founded in 1982, Star Cinema is owned and operated by AGT
Enterprises, Inc./Star Iowa LLC of Prairie du Chien, Wisconsin.
The company currently owns and operates 93 screens in Wisconsin
and Iowa, including an IMAX theatre in Fitchburg, Wisconsin.
Star Cinema is known for movie theatres that feature a three-
lane canopy protecting guests from inclement weather; large
tastefully decorated lobby areas; stadium-style seating; high-
back rocking love seats; wall-to-wall curved screens; and
digital sound throughout.

                         About IMAX

IMAX Corporation - http://www.imax.com-- is an entertainment
technology company specializing in large-format and three-
dimensional (3D) film presentations. The company's principal
business is the design, manufacture, sale and lease of
projection systems based on technology for large-format, 15-
perforation film frame, 70-mm format (15/70-format) theaters,
including commercial theaters, museums and science centers, and
destination entertainment sites.  IMAX has locations in
Guatemala, India, Italy, among others.

                        *     *     *

As reported in the Troubled Company Reporter on March 22, 2007,
Standard & Poor's Ratings Services affirmed its ratings,
including the 'B-' corporate credit rating, on IMAX Corp. and
removed them from CreditWatch, where they were placed on
March 10, 2006, with developing implications.




=============
J A M A I C A
=============


DELTA AIR: Launches Jamaica Vacation Package Promotion
------------------------------------------------------
Delta Airlines has launched Delta Vacations Jamaica package, the
Jamaica Gleaner reports.

Caribbean Marketing Managing Director Karen Gauntlett told The
Gleaner that the basic package includes:

          -- air fare,
          -- hotel accommodations, and
          -- a minimum of two nights with a maximum of 30
             nights.

Several packages can be offered including rent-a-car service,
guided tours for the duration of the customer's stay and tickets
to their favorite shows.  All packages can be paid for in
Jamaican currency, The Gleaner says, citing Ms. Gauntlett.

According to The Gleaner, travel agents get 10% commission on
the total packages they sell.  The travel agent who sells the
most packages by June will win a trip to Atlanta, with a three-
night stay at the Sheraton Hotel.

The Gleaner says that guests were showed videos of the various
destinations that are offered with the Delta Vacations package,
which include:

          -- the United States:

             * Las Vegas,
             * New York, and
             * Orlando;

          -- Canada:

             * Vancouver,
             * Toronto, and
             * Quebec;

          -- Spain;

          -- Germany; and

          -- Russia.

Headquartered in Atlanta, Georgia, Delta Air Lines (OTC:DALRQ)
-- http://www.delta.com/-- is the world's second-largest
airline in terms of passengers carried and the leading U.S.
carrier across the Atlantic, offering daily flights to 502
destinations in 88 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  The
Company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.  As of June 30, 2005, the
Company's balance sheet showed US$21.5 billion in assets and
US$28.5 billion in liabilities.  (Delta Air Lines Bankruptcy
News, Issue No. 68; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        Plan Update

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  The hearing to consider confirmation the
Debtors' plan was scheduled yesterday.


* JAMAICA: Will Sell Assets to Raise Funds This Year
----------------------------------------------------
The Jamaica government will sell assets acquired during the
financial sector crisis in the 1990's to raise more money during
the 2007 financial year, Radio Jamaica reports.

Radio Jamaica relates that Financial Institutions Services
Limited, the entity set up to manage the divestments, is
expected to collect US$450 million from the sale of the
properties.  FIS collected US$300 million during 2006/2007.

The FIS will also try to sell this year some of assets formerly
owned by Blaise Financial Entities, Radio Jamaica says.

According to a June 22, 2006, Jamaica Gleaner report, BFE
collapsed in 1994.  The Jamaican government shut down BFE due to
insolvency.  The FIS had to pay out over US$600 million to
depositors.  FIS sued BFE former directors Donald Panton and his
wife Janet, and three of their firms, claiming that unsecured
loans that totaled US$600 million were made by Blaise financial
entities to Pantons' companies.  Radio Jamaica notes that the
case against the Pantons was settled out of court in June 2006,
when the directors agreed to transfer all their assets, except
one firm.  The Jamaican Finance Ministry said in a report that
the assets transferred are valued at US$400 million.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2006,
the National Water Commission of Jamaica had been criticized for
failing to act promptly in cutting its losses.  For the fiscal
years 2002 and 2003, the water commission accumulated a net loss
of US$2.11 billion.  The deficit fell to US$1.86 billion the
following year, and to US$670 million in 2004 and 2005.




===========
M E X I C O
===========


BALLY TOTAL: NYSE Issues Delisting Notification
-----------------------------------------------
Bally Total Fitness was notified by NYSE Regulation, Inc., that
trading in Bally common stock will be suspended prior to the
market open on May 2, 2007.  The NYSE also will take action to
formally delist Bally's common stock.

NYSE Regulation indicated that its delisting determination was a
result of Bally's failure to satisfy the NYSE's continued
listing standards, including minimum market capitalization and
minimum average share price requirements.  Additionally, NYSE
Regulation considered the company's failure to timely file its
2006 Annual Report on Form 10-K and its stated liquidity
position.  The company had been in communication with NYSE
Regulation regarding the company's noncompliance.

                  About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial
operator of fitness centers in the U.S., with nearly 390
facilities and 30 franchises and joint ventures located in 29
states, Mexico, Canada, Korea, China and the Caribbean.  Bally
also sells Bally-branded apparel, nutritional products, fitness-
related merchandise and its licensed portable exercise equipment
is sold in more than 10,000 retail outlets.

As reported in the Troubled Company Reporter-Latin America on
March 20, 2007, Moody's Investors Service downgraded its
corporate family rating on Bally Total Fitness Holding Corp. to
Caa3 from Caa1.  The rating outlook remains negative.

Moody's also took these actions:

   -- US$235 million 10.5% senior unsecured notes (guaranteed)
      due 2011, downgraded to Caa3 (LGD 4, 51%)
      from Caa1 (LGD 4, 51%)

   -- US$300 million 9.875% senior subordinated notes due 2007,
      downgraded to Ca (LGD 5, 88%) from Caa3 (LGD 5, 88%)

   -- Probability of default rating, downgraded to Caa3
      from Caa1.


BALLY TOTAL: US Court Orders US$24,000 Payment to Singh Dhaliwal
----------------------------------------------------------------
U.S. District Judge Jeffrey S. White has ordered Bally Total
Fitness to pay US$24,000 to Sukdev "Devin" Singh Dhaliwal, who
sued the firm for denying him a job because he was Muslim, The
Associated Press reports, citing the U.S. Equal Employment
Opportunity Commission.

EEOC told the AP that Mr. Dhaliwal applied for a sales job in
one of Bally Total's five Fresno fitness centers in 2004.  When
the interviewer found out about Mr. Dhaliwal's religious and
ethnic background, he was denied of a job.  The company hired
non-Sikh, non-Indian applicants with less experience.

EEOC Program analyst Linda Li commented to the AP, "He was
basically asked where he was born, where his parents were born,
what religion he subscribed to and whether he was a Muslim.
He's very American."  Mr. Dhaliwal was born and raised in
California.

The court approved a decree ordering Bally Total to pay Mr.
Dhaliwal US$24,000 in damages and provide training in equal
opportunity hiring practices to managers at its Fresno
locations, The AP states.

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial
operator of fitness centers in the U.S., with nearly 390
facilities and 30 franchises and joint ventures located in 29
states, Mexico, Canada, Korea, China and the Caribbean.  Bally
also sells Bally-branded apparel, nutritional products, fitness-
related merchandise and its licensed portable exercise equipment
is sold in more than 10,000 retail outlets.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 19, 2007, Moody's Investors Service downgraded all the
credit ratings of Bally Total Fitness Holding Corp. after its
failure to make the April 16, 2007 interest payment on US$300
million principal amount of senior subordinated notes.  Bally
Total's failure to make the interest payment on the subordinated
notes constitutes an event of default under the indenture
governing its US$235 million of senior notes and, upon the
expiration of the applicable grace period, will constitute an
event of default under the subordinated notes indenture.
Moody's downgraded the Probability of Default Rating to D and
the Corporate Family Rating to Ca.  The rating outlook was
changed from negative to stable.

These ratings were downgraded:

   -- US$235 million 10.5% senior unsecured notes (guaranteed)
      due 2011, to Ca (LGD 4, 51%) from Caa3 (LGD 4, 51%)

   -- US$300 million 9.875% senior subordinated notes due 2007,
      to C (LGD 5, 88%) from Ca (LGD 5, 88%)

   -- Corporate family rating, to Ca from Caa3

   -- Probability of default rating, to D from Caa3


BALLY TOTAL: Negotiates Form of Waiver & Forbearance Pacts
----------------------------------------------------------
Bally Total Fitness has negotiated the form of limited waiver
and forbearance arrangements with advisors representing the Ad
Hoc Committee formed by holders of its 10-1/2% Senior Notes due
2011 and 9-7/8% Senior Subordinated Notes due 2007.

As reported in the Troubled Company Reporter on April 13, 2007,
the waivers relate to the company's inability to timely file its
2006 Annual Report on Form 10-K with the Securities and Exchange
Commission and the company's non-payment of interest on its
Senior Subordinated Notes, both of which are defaults under the
indentures governing the notes.  The company has requested that
noteholders waive these defaults and forbear from exercising any
related remedies until July 13, 2007 on terms similar to the
recently executed forbearance agreement under the Company's
senior secured credit facility.  The company does not intend to
pay a fee to the noteholders in connection with these waiver and
forbearance arrangements.

The Ad Hoc Committee represents certain holders of the Senior
Notes and the Senior Subordinated Notes, and has retained
Houlihan Lokey Howard & Zukin Capital as financial advisor and
Akin Gump Strauss Hauer & Feld, LLP as counsel.  The company and
its advisors have met with the advisors to the Ad Hoc Committee
and have negotiated the form of the limited waiver and
forbearance arrangements under the indentures governing the
notes.  The forbearance agreement under the company's senior
secured credit facility requires that forbearance arrangements
be in place with respect to each series of notes by
May 14, 2007.

Holders of the notes are referred, and questions concerning the
detailed terms and conditions of the waiver and forbearance
arrangements should be directed to:

          Houlihan Lokey
          Attention: Brad Geer
          255 South Sixth Street, Suite 4950
          Minneapolis, MN 55402-4304
          Telephone (612)-338-2910

Holders of the notes who want copies of the proposed forbearance
agreements may also contact the company's financial advisor:

          Jefferies & Company, Inc.
          Attention: Thomas Carlson
          520 Madison Avenue, 12th Floor
          New York, NY 10022
          Telephone (212)-284-2045

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial
operator of fitness centers in the U.S., with nearly 390
facilities and 30 franchises and joint ventures located in 29
states, Mexico, Canada, Korea, China and the Caribbean.  Bally
also sells Bally-branded apparel, nutritional products, fitness-
related merchandise and its licensed portable exercise equipment
is sold in more than 10,000 retail outlets.

As reported in the Troubled Company Reporter-Latin America on
March 20, 2007, Moody's Investors Service downgraded its
corporate family rating on Bally Total Fitness Holding Corp. to
Caa3 from Caa1.  The rating outlook remains negative.

Moody's also took these actions:

   -- US$235 million 10.5% senior unsecured notes (guaranteed)
      due 2011, downgraded to Caa3 (LGD 4, 51%)
      from Caa1 (LGD 4, 51%)

   -- US$300 million 9.875% senior subordinated notes due 2007,
      downgraded to Ca (LGD 5, 88%) from Caa3 (LGD 5, 88%)

   -- Probability of default rating, downgraded to Caa3
      from Caa1.


CLEAR CHANNEL: Earns US$102.2 Million in Quarter Ended March 31
---------------------------------------------------------------
Clear Channel Communications Inc. reported net income of
US$102.2 million for the first quarter of 2007, compared with
net income of US$96.8 million for the first quarter of 2006.
The company's first quarter 2006 net income included
approximately US$39.6 million of pre-tax gains, primarily on the
divestiture of radio assets and the swap of certain outdoor
assets.

The company reported revenues of US$1.6 billion in the first
quarter of 2007, an increase of 8% from the US$1.5 billion
reported for the first quarter of 2006.  Included in the
company's revenue is a US$31.2 million increase due to movements
in foreign exchange; excluding the effects of these movements in
foreign exchange, revenue growth would have been 6%.

Clear Channel's income before discontinued operations increased
2% to US$99.2 million, as compared to US$97.1 million for the
same period in 2006.

Clear Channel's expenses increased 5% to US$1.1 billion during
the first quarter of 2007 compared to 2006.  Included in the
company's 2007 expenses is a US$28.9 million increase due to
movements in foreign exchange; excluding the effects of these
movements in foreign exchange, growth in expenses would have
been 3%.

The company's operating income before depreciation &
amortization, non-cash compensation expense and gain on
disposition of assets - net) was US$435.7 million in the first
quarter of 2007, a 12% increase from 2006.

Mark P. Mays, chief executive officer of Clear Channel
Communications, commented, "The company delivered solid first
quarter results and we are very pleased with our overall
performance.  We want to thank and congratulate all of our
employees, who work extremely hard every day to help Clear
Channel achieve its goals and objectives."

                 Proposed Merger Transaction

On April 18, 2007, the company amended its agreement to be
acquired by a group of private equity funds led by Bain Capital
Partners LLC and Thomas H. Lee Partners L.P. to provide for an
increase to US$39.00 per share in the price shareholders will
receive in cash for each share of common stock they hold.  The
transaction is subject to shareholder approval, antitrust
clearances, FCC approval and other customary closing conditions.
The company filed its supplement to the definitive proxy
statement with the U.S. Securities and Exchange Commission on
April 25, 2007, and the shareholder meeting will be held on
May 8, 2007.

              Radio and Television Divestitures

On April 20, 2007, the company entered into a definitive
agreement to sell its Television Group for approximately US$1.2
billion.  The sale includes 56 television stations (including 18
digital multicast stations) located in 24 markets across the
United States.  Also included in the sale are the stations'
associated Web sites, the Television Operations Center, and
Inergize Digital Media, which manages the Television Group's
online and wireless initiatives.  The transaction is expected to
close in the fourth quarter of 2007, subject to regulatory
approvals and other customary closing conditions.

Clear Channel estimates net proceeds after taxes and customary
transaction costs will be approximately US$1.1 billion for the
Television Group.

To date the company has entered definitive agreements to sell
161 radio stations in 34 markets for a total consideration of
approximately US$331 million.  The company expects these
transactions to close during the second half of 2007.  The
company estimates net proceeds after taxes and customary
transaction costs for these 161 stations will be approximately
US$300 million.

                  Liquidity and Total Debt

For the quarter ended March 31, 2007, cash flow from operating
activities was US$337.9 million, cash flow used by investing
activities was US$75.7 million, cash flow used by financing
activities was US$283.2 million, and net cash provided by
discontinued operations was US$14.6 million for a net decrease
in cash of US$6.4 million.

At March 31, 2007, Clear Channel had total debt of US$7.4
billion.

                     About Clear Channel

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a global media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays.
Outside U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.

                        *     *     *

As reported in the Troubled Company Reporter on April 23, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Clear Channel
Communications Inc. to 'B+' from 'BB+'.  The ratings remain on
CreditWatch with negative implications, where they were placed
on Oct. 26, 2006, following the company's announcement that it
was exploring strategic alternatives to enhance shareholder
value.


FORD MOTOR: Reports Preliminary Results for First Quarter 2007
--------------------------------------------------------------
Ford Motor Company reported a net loss of US$282 million, for
the first quarter of 2007.  This compares with a net loss of
US$1.4 billion, in the first quarter of 2006.

Ford's first-quarter loss from continuing operations, excluding
special items, was US$171 million, compared with a profit of
US$223 million, in the same period a year ago.

Special items, which primarily reflected the impact of
restructuring efforts, reduced pre-tax results by US$113 million
in the first quarter.

Ford's first-quarter revenue was US$43 billion, up from
US$40.8 billion a year ago.  The increase primarily reflected
mix improvement and favorable currency exchange, partially
offset by lower volume.

"We are making progress on executing the four priorities of our
plan -- restructuring the company, accelerating product
development, funding our plan and working effectively as one
team," said president and chief executive officer Alan Mulally.
"I am pleased that the basics of our business are improving, but
we still have a lot of work to do.

"Our first quarter results came in somewhat stronger than
expected, but there are many uncertainties going forward.  We
remain focused on improving our quality, productivity and
business performance," Mr. Mulally added.

                       Automotive Sector

On a pre-tax basis, worldwide Automotive sector losses in the
first quarter were US$225 million.  This compares with a pre-tax
loss of US$203 million during the same period a year ago.  The
2007 losses were more than explained by net interest expense,
partially offset by automotive operating profits of US$116
million during the quarter.

Worldwide Automotive revenue for the first quarter was
US$38.6 billion, up from $37 billion in the same period last
year.  The increase primarily reflected mix improvement and
favorable currency exchange, partially offset by lower volume.
Vehicle wholesales in the first quarter were 1,650,000, down
from 1,756,000 a year ago.

Automotive gross cash, which includes cash and cash equivalents,
net marketable securities, loaned securities and short-term VEBA
assets, was US$35.2 billion at March 31, 2007, up from US$33.9
billion at the end of the fourth quarter.

Ford North America:  In the first quarter, Ford's North America
Automotive operations reported a pre-tax loss of US$614 million,
compared with a pre-tax loss of US$442 million a year ago.  The
increase in losses primarily reflected unfavorable volume and
mix, partially offset by cost reductions.  Revenue was US$18.2
billion, down from US$19.8 billion for the same period a year
ago.

Ford South America:  Ford's South America Automotive operations
reported a first-quarter pre-tax profit of US$113 million,
compared with a pre-tax profit of US$137 million a year ago.
The decline primarily reflected the non-recurrence of hedging
gains.  First quarter revenue improved to US$1.3 billion from
US$1.2 billion in 2006.

Ford Europe:  Ford Europe's first-quarter pre-tax profit was
US$219 million compared with a pre-tax profit of US$65 million
during the same period in 2006.  The improvement was more than
explained by favorable volume and mix, partially offset by
higher incentive spending.  During the first quarter of 2007,
Ford Europe's revenue was US$8.6 billion, compared with US$6.8
billion during the first quarter of 2006.

Premier Automotive Group (PAG):  PAG reported a record pre-tax
profit of US$402 million for the first quarter, compared with a
pre-tax profit of US$152 million for the same period in 2006.
The improvement is more than explained by favorable volume and
mix, favorable net pricing and lower costs, partially offset by
adverse currency exchange.  First-quarter 2007 revenue was
US$8.4 billion, compared with US$7.1 billion a year ago.

Ford Asia Pacific and Africa:  For the first quarter, Ford Asia
Pacific and Africa reported a pre-tax loss of US$26 million,
compared with a pre-tax profit of US$2 million a year ago.
Adverse currency exchange and unfavorable volume and mix were
partially offset by favorable cost performance.  Revenue was
US$1.8 billion for the first quarter of 2007, compared with
US$1.7 billion in 2006.

Mazda: For the first quarter, Ford earned US$22 million from its
investment in Mazda and associated operations, compared with
US$45 million during the same period a year ago.  The decline is
largely explained by the non-recurrence of gains on an
investment in Mazda convertible bonds.

Other Automotive: First-quarter results included a pre-tax loss
of US$341 million, compared with a loss of US$162 million a year
ago.  The year-over-year decline is largely explained by higher
interest expense and related costs associated with the debt
increase in the fourth quarter of 2006.  This was partially
offset by increased interest income on a larger cash portfolio.

                  Financial Services Sector

For the first quarter, Financial Services sector earned a pre-
tax profit of US$294 million, compared with a pre-tax profit of
US$375 million a year ago.

Ford Motor Credit Company:  Ford Motor Credit reported net
income of US$193 million in the first quarter of 2007, down
US$55 million from earnings of US$248 million a year earlier.
On a pre-tax basis from continuing operations, Ford Motor Credit
earned $294 million in the first quarter, compared with US$382
million in the previous year.  The decrease in earnings was more
than explained by higher borrowing costs and higher depreciation
expense for leased vehicles.  The non-recurrence of losses
related to market valuation adjustments from non-designated
derivatives was a partial offset.

                     About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
in 200 markets across six continents.  With about 260,000
employees and about 100 plants worldwide, the company's core
and affiliated automotive brands include Ford, Jaguar, Land
Rover, Lincoln, Mercury, Volvo, Aston Martin, and Mazda.  The
company provides financial services through Ford Motor Credit
Company.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan
and '2' recovery ratings on Ford Motor Co.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4'.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's US$3 billion of senior convertible notes
due 2036.


GLOBAL POWER: Court Extends Exclusive Filing Period to May 2
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered a
bridge order extending Global Power Equipment Group Inc. and its
debtor-affiliates' exclusive period to file a plan until a
hearing scheduled for May 2, 2007.

The Court also gave the Debtors until July 2, 2007, to solicit
acceptances of that plan.

In their motion, the Debtors requested an August 24, 2007
extension of their exclusive period to file a plan.

The Debtors told the Court that they have continued to make
substantial progress in addressing major issues facing their
estates, including:

   a) stabilizing each of the Debtors' major business segments
      and developing new business opportunities;

   b) addressing issues regarding the wind down of Deltak LLC
      and Deltak Construction Services Inc.'s heat recovery
      steam generation business segment;

   c) reaching additional accommodation agreements with key
      customers; and

   d) developing a five-year business plan, which was recently
      presented to the Debtors' Official Committee of Unsecured
      Creditors.

Notwithstanding the substantial progress to date, the Debtors
explained that a significant amount of work remains to be done
before they will be able to propose a plan consistent with their
fiduciary duties to maximize value, including, inter alia, the
refinement and testing of their business plan, evaluation and
reconciliation of claims filed against them, and an analysis of
their intercompany assets and liabilities.

Moreover, the Debtors said they continue to meet with the
Committee on a regular basis, and in anticipation of preparing a
chapter 11 plan of reorganization, are now preparing a plan term
sheet, which they intend to share with the Committee in the near
future.

Based in Tulsa, Oklahoma, Global Power Equipment Group Inc. aka
GEEG Inc. -- http://www.globalpower.com/-- provides power
generation equipment and maintenance services for its customers
in the domestic and international energy, power and
infrastructure and service industries.  The company designs,
engineers and manufactures a range of heat recovery and
auxiliary equipment primarily used to enhance the efficiency and
facilitate the operation of gas turbine power plants as well as
for other industrial and power-related applications.  The
company has facilities in Plymouth, Minnesota; Tulsa, Oklahoma;
Auburn, Massachusetts; Atlanta, Georgia; Monterrey, Mexico;
Shanghai, China; Nanjing, China; and Heerleen, The Netherlands.

The company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A.,
represent the Debtors.  Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors reported total assets of US$381,131,000 and total debts
of US$123,221,000.


GLOBAL POWER: Consulting Pacts w/ Former Execs Extended to May 2
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware permitted
Global Power Equipment Group Inc. and its debtor-affiliates
to extend their consulting agreements, as modified, with former
executives Larry Edwards and James P. Wilson until May 2, 2007.

The Order is without prejudice to the Debtor's right to request
for further extension of the agreements.

The Official Committee of Unsecured Creditors consented to the
extension.

The Debtors tell the Court that they need Messrs. Edward's and
Wilson's services particularly in relation to the continuing
transition in senior management of the Debtors.

Although their full-time services are no longer required, the
Debtors explain that the consulting agreements provide the
Debtors with the flexibility to continue to take advantage of
Messrs. Edward's and Wilson's significant experience and
expertise in a manner that will provide significant benefits to
the Debtors' estates while minimizing costs.

Effective Nov. 21, 2006, Mr. Edwards resigned from his officer
position as president and chief executive officer of the
Debtors.  He continues to serve as a non-executive member of
Global Power's Board of Directors.

Also effective Nov. 21, 2006, Mr. Wilson resigned from his
officer position as vice president of finance and chief
financial officer of Global Power.  Mr. Wilson joined the
company in 1986.

Based in Tulsa, Oklahoma, Global Power Equipment Group Inc. aka
GEEG Inc. -- http://www.globalpower.com/-- provides power
generation equipment and maintenance services for its customers
in the domestic and international energy, power and
infrastructure and service industries.  The company designs,
engineers and manufactures a range of heat recovery and
auxiliary equipment primarily used to enhance the efficiency and
facilitate the operation of gas turbine power plants as well as
for other industrial and power-related applications.  The
company has facilities in Plymouth, Minnesota; Tulsa, Oklahoma;
Auburn, Massachusetts; Atlanta, Georgia; Monterrey, Mexico;
Shanghai, China; Nanjing, China; and Heerleen, The Netherlands.

The company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A.,
represent the Debtors.  Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors reported total assets of US$381,131,000 and total debts
of US$123,221,000.


GLOBAL POWER: Court Approves PricewaterhouseCoopers as Auditors
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Global Power Equipment Group and its debtor-affiliates
permission to employ PricewaterhouseCoopers LLP as its tax
advisors and auditors.

As reported in the Troubled Company Reporter on Feb. 14, 2007,
PricewaterhouseCoopers is expected to:

   a) prepare and sign the Debtors' federal tax returns for the
      tax years starting Jan. 1, 2005 through Dec. 31, 2006;

   b) prepare and sign federal tax returns for a number of the
      Debtors' foreign subsidiaries for the tax years starting
      Jan. 1, 2005 through Dec. 31, 2006, and assist in the
      preparation of forms and related computations for the
      foreign tax credit;

   c) prepare and sign the Debtors' state corporate income tax
      returns, for the tax years starting Jan. 1, 2005 through
      Dec. 31, 2006;

   d) serve as the Electronic Return Originator with respect to
      the tax returns that must be filed electronically; and

   e) provide the Debtors with additional tax services as
      requested, including, but not limited to, providing
      recurring tax consulting services, assisting with matters
      involving tax authorities, and preparing additional tax
      forms.

Among other things, PricewaterhouseCoopers is also expected to:

   a) perform consolidated audits of the Debtors' financial
      statements related to the years ended Dec. 31, 2005, and,
      if expressly requested by the Debtors, Dec. 31, 2006;

   b) audit management's assessment of the effectiveness of the
      Debtors' internal control over financial reporting and the
      effectiveness of management's internal control over
      financial reporting for the period under audit; and

   c) report to the Debtors any matter discovered that may
      require material modifications to the quarterly financial
      information so that it conforms to generally accepted
      accounting principles.

The firm's professionals bill:

          Designation                    Hourly Rate
          -----------                    -----------
          Partners                     US$585 - US$802
          Managers/Senior Managers     US$342 - US$446
          Associate/Senior Associates  US$118 - US$225
          Administration                US$77 - US$105

David S. Colwell, a PricewaterhouseCoopers member, assured the
Court that his firm does not hold any interest adverse to the
Debtors' estates and is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Based in Tulsa, Oklahoma, Global Power Equipment Group Inc. aka
GEEG Inc. -- http://www.globalpower.com/-- provides power
generation equipment and maintenance services for its customers
in the domestic and international energy, power and
infrastructure and service industries.  The company designs,
engineers and manufactures a range of heat recovery and
auxiliary equipment primarily used to enhance the efficiency and
facilitate the operation of gas turbine power plants as well as
for other industrial and power-related applications.  The
company has facilities in Plymouth, Minnesota; Tulsa, Oklahoma;
Auburn, Massachusetts; Atlanta, Georgia; Monterrey, Mexico;
Shanghai, China; Nanjing, China; and Heerleen, The Netherlands.

The company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A.,
represent the Debtors.  Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors reported total assets of US$381,131,000 and total debts
of US$123,221,000.


GRUPO FINANCIERO: Net Income Rises to MXN1.62B in First Quarter
---------------------------------------------------------------
Grupo Financiero Banorte SA said in a statement that its net
income increased to MXN1.62 billion in the first quarter 2007,
from MXN1.42 billion in the first quarter 2006.

Adriana Arai at Bloomberg News says that Grupo Financiero said
first-quarter profit rose 14% after the firm lured credit-card
clients and loaned more to companies.

Bloomberg News' Ms. Arai relates that while Mexican banks are
benefiting from increasing demand for consumer credit, Grupo
Financiero spurred growth by launching a program that lets
borrowers to transfer credit-card balances from rivals.

A 50% boost in credit-card balances helped increase total
consumer lending by 24%, Bloomberg News' Adriana Arai notes,
citing Grupo Financiero.  Business loans increased 45%.

According to Bloomberg News' Ms. Arai, Grupo Financiero Chief
Executive Officer Luis Pena Kegel said on a video conference,
"The pace of domestic demand growth isn't slowing along with the
economy.  Many people who didn't have credit or didn't keep
savings at a bank are joining the banking system."

Mr. Kegel said that if not for accounting rule changes and the
US$259-million purchase of a 70% stake in the U.S. bank Inter
National Bank, Grupo Financiero's profit would have been higher,
Bloomberg News' Ms. Arai notes.

Mr. Kegel explained that under new regulations, Grupo Financiero
must recognize fees on credit over the life of a loan, while
before, the fees were booked as revenue as the client paid them,
Bloomberg News' Ms. Arai states.  The Inter National Bank also
decreased Grupo Financiero's profit from lending, as the
difference between the interest rates at which banks lend and
borrow in the U.S. is smaller than Mexico's, Mr. Kegel
continued.

Bloomberg News' Ms. Arai reports that Mr. Kegel said the Inter
National Bank's cross-border banking business, particularly
mortgages to U.S. citizens who wish to buy property in Mexico,
is doing well.  According to Mr. Kegel, Grupo Financiero doesn't
rule out a small acquisition in the U.S. in 2007 or in 2008.

JPMorgan Chase & Co. analyst Juan M. Partida said he expects
Grupo Financeiro's profit to grow 14% to 6.43 billion in 2007,
compared to 2006, Bloomberg News' Ms. Arai states.

Grupo Financiero Banorte SA de CV is a holding company that
operates, through its subsidiaries, in the Mexican banking
industry.  The company's main activities include commercial,
personal and investment banking, securities trading, insurance,
pension funds, leasing and credit financing.  Its two main
subsidiaries are Banorte (96.11%) and Bancentro (99.99%), which
both offer personal and commercial banking services such as
credit and debit cards, insurance products, savings accounts and
mortgage financing.  As of Dec. 31, 2005, Grupo Financiero
Banorte run a total of 986 offices and over 2,800 automated
teller machines across Mexico.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 2, 2006, Fitch upgraded the individual and Issuer Default
Ratings of Mexico's Grupo Financiero Banorte and Banco Mercantil
del Norte as:

Grupo Financiero Banorte and Banco Mercantil del Norte:

   -- Foreign & local currency IDR to 'BBB' from 'BBB-';
   -- Short-term local currency to 'F2' from 'F3'; and
   -- Individual to 'C' from 'C/D'.

Fitch said ratings outlook is stable.


HIPOTECARIA CREDITO: Sells MXN900MM Mortgage-Backed Securities
--------------------------------------------------------------
Hipotecaria Credito y Casa said in a press release that it has
sold about MXN900 million of residential mortgage-backed
securities on the local stock exchange.

As reported in the Troubled Company Reporter-Latin America on
April 23, 2007, Hipotecaria Credito's Investor Relations
Director Antonio Carranza said that the company will sell MXN900
million of residential mortgage-backed securities on the local
stock exchange on April 24.  The issue is part of the MXN4-
billion program reopened in March.  Hipotecaria Credito had said
that it sold MXN700 million in residential mortgage backed
securities.  The company sold 27-year bonds backed by mortgage
loans.  The local units of Santander Central Hispano SA and
Barclays Plc managed the transaction.

BNamericas relates that the newly sold securities consisted of
two series valued at a combined MXN234-million Mexican index-
linked units.

According to BNamericas, the series A bonds yield 4.50%, while
the series B securities yield 6.65%.

BNamericas notes that the Mexican subsidiaries of Santander and
Deutsche Bank were the placements agents.

Hipotecaria Credito said in a statement that it has securitized
about MXN3.90 billion in loans.

Hipotecaria Credito y Casa is a special purpose financial
company, or Sofol, that specializes in low-income mortgage
lending and also provides construction bridge loans for housing
developments.  It is based in Culiacan, Sinaloa, Mexico.  It
started operations in 1997 as a non-bank financial
institution/Sofol Mortgage Company. Hippotecaria Credito's main
activity consists of extending mortgages financed by monies from
SHF to low income households.  As of March 31, 2006, the company
reported assets of MXN19.3 billion and MXN1.3 billion in equity.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 27, 2006, Moody's de Mexico assigned a (P)B1 senior
unsecured debt, and Baa2.mx ratings on the MXN3 billion MTN
programs of Hipotecaria Credito y Casa, S.A. de C.V.  Moody's
said the rating outlook was stable.


JOAN FABRICS: Wants Court OK on Mintz Levin as Bankruptcy Atty.
---------------------------------------------------------------
Joan Fabrics Corporation and its debtor-affiliate, Madison
Avenue Designs LLC, ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C., as their counsel.

Mintz Levin will:

     a. advise the Debtors with respect to their powers and
        duties as debtors-in-possession in the continued
        management and operation of their business and property;

     b. represent the Debtors at all hearings and matters
        pertaining to their affairs as debtors and debtors-in-
        possession;

     c. attend meetings and negotiate with representatives of
        the Debtors' creditors and other parties in interest, as
        well as respond to creditor inquiries;

     d. take all necessary action to protect and preserve the
        Debtors' estates;

     e. prepare on behalf of the Debtors all necessary and
        appropriate motions, applications, answers, orders,
        reports and papers necessary to the administration of
        Debtors' estates;

     f. review applications and motions filed in connection with
        these cases;

     g. negotiate and prepare on the Debtors' behalf a plan of
        reorganization, disclosure statement, and all related
        agreements and/or documents, and take any necessary
        action on behalf of the Debtors to obtain confirmation
        of such plan;

     h. advise the Debtors in connection with any potential sale
        of assets or business, or in connection with any
        strategic partnering;

     i. review and evaluate the Debtors' executory contracts and
        unexpired leases and represent the Debtors in connection
        with the rejection, assumption or assignment of such
        leases;

     j. consult with and advise the Debtors regarding labor and
        employment matters;

     k. represent the Debtors in connection with any adversary
        proceedings or automatic stay litigation which may be
        commenced by or against the Debtors;

     l. review and analyze various claims of the Debtors'
        creditors and the treatment of those claims and the
        preparation, filing or prosecution of any objections to
        those claims; and

     m. perform all other necessary legal services and provide
        all other necessary legal advice to the Debtors in
        connection with these chapter 11 cases.

The Debtors disclose that the firm's current hourly rates are:

                 Designation          Hourly Rates
                 -----------          ------------
                 Members            US$480 - US$695
                 Associates         US$335 - US$475
                 Paraprofessionals       US$200

Richard E. Mikels, Esq., says that his firm has received a
US$100,000 retainer.

To the best of the Debtors' knowledge, the firm does not hold or
represent an interest adverse to the estate.

The firm can be reached at:

         Richard E. Mikels, Esq.
         Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C.
         One Financial Center
         Boston, MA 02111
         Tel: (617) 348-1691
         http://www.mintz.com/

Based in Tyngsboro, Massachusetts, Joan Fabrics Corporation
manufactures automotive and furniture upholstery fabrics.  The
company has a manufacturing facility in North Carolina and an
affiliate entity in Mexico.

The Debtor and its affiliate, Madison Avenue Designs, LLC, filed
for Chapter 11 protection on April 10, 2007 (Bankr. D. Del. Case
Nos. 07-10479 and 07-10480).  When the Debtors filed for
protection from their creditors, they listed estimated assets
and debts of US$1 million to US$100 million.  The Debtors'
exclusive period to file a chapter 11 plan expires on
Aug. 8, 2007.


JOAN FABRICS: Taps Pachulski Stang as Delaware Counsel
------------------------------------------------------
Joan Fabrics Corporation and its debtor-affiliate, Madison
Avenue Designs LLC, ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Pachulski Stang
Ziehl Young Jones & Weintraub LLP, nunc pro tunc to the
bankruptcy filing, as their Delaware and conflicts counsel.

Pachulski Stang will:

     a. provide legal advice with respect to the Debtors' powers
        and duties as debtors-in-possession in the continued
        operation of their businesses and management of their
        properties;

     b. prepare on behalf of the Debtors necessary applications,
        motions, answers, orders, reports, and other legal
        papers;

     c. appear in Court on behalf of the Debtors and in order to
        protect the interests of the Debtors before the Court;

     d. prepare and pursue confirmation of a plan[s] and
        approval of a disclosure statement[s]; and

     e. perform all other legal services for the Debtors that
        may be necessary and proper in these proceedings.

The Debtors disclose that Pachulski Stang's professionals bill:

            Professional               Hourly Rates
            ------------               ------------
            Laura Davis Jones, Esq.       US$750
            Michael R. Seidl, Esq.        US$450
            Curtis A. Hehn, Esq.          US$375
            Karina K. Yee                 US$190

Laura Davis Jones, Esq., assures the Court that Pachulski Stang
does not hold any adverse interest.

The firm can be reached at:

         Laura Davis Jones, Esq.
         Pachulski Stang Ziehl Young Jones & Weintraub LLP
         919 North Market Street, 17th Floor
         P.O. Box 8705
         Wilmington, DE 19899-8705
         Tel: (302) 652-4100
         http://www.pszyjw.com/

Based in Tyngsboro, Massachusetts, Joan Fabrics Corporation
manufactures automotive and furniture upholstery fabrics.  The
company has a manufacturing facility in North Carolina and an
affiliate entity in Mexico.

The Debtor and its affiliate, Madison Avenue Designs, LLC, filed
for Chapter 11 protection on April 10, 2007 (Bankr. D. Del. Case
Nos. 07-10479 and 07-10480).  When the Debtors filed for
protection from their creditors, they listed estimated assets
and debts of US$1 million to US$100 million.  The Debtors'
exclusive period to file a chapter 11 plan expires on
Aug. 8, 2007.


JOAN FABRICS: Court Okays Bankruptcy Services as Claims Agent
-------------------------------------------------------------
Joan Fabrics Corporation and its debtor-affiliates, Madison
Avenue Designs LLC, obtained permission from the U.S. Bankruptcy
Court for the District of Delaware to employ Bankruptcy Services
LLC as their notice, claims and balloting agent.

BSI will:

     a. serve as the Court's noticing agent to mail notices to
        certain of the estates' creditors and other parties in
        interest;

     b. provide computerized claims, objection and balloting
        database services;

     c. provide expertise, consultation and assistance in claim
        and ballot processing and other administrative
        information related to the Debtors' chapter 11 cases;
        and

     d. provide disbursement services with respect to the
        Debtors' bankruptcy cases, if requested.

In addition, the Debtors anticipate BSI will:

     a. assist the Debtors in the preparation and filing of
        their Schedules of Assets and Liabilities and Statement
        of Financial Affairs;

     b. prepare and serve required notices in the Debtors'
        chapter 11 cases, including:

          -- a notice of commencement of the Debtors' chapter 11
             cases and the initial meeting of creditors;

          -- a notice of the claims bar date;

          -- notices of objections to claims;

          -- notices of hearings on a disclosure statement and
             confirmation of a plan of reorganization;

          -- assistance in the publication of required notices,
             as necessary; and

          -- such other miscellaneous notices as the Debtors or
             the Court may deem necessary or appropriate for an
             orderly administration of the Debtors' chapter 11
             cases;

     c. within five business days after the service of a
        particular notice, prepare for filing with the Clerk's
        Office and affidavit of service that includes:

          -- a copy of the notice served;

          -- an alphabetical list of persons on whome the notice
             was served, along with their addresses; and

          -- the date and manner of service;

     d. maintain copies of all proofs of claim of interest filed
        in the cases;

     e. maintain official claims registers iin the cases by
        docketing all proofs of claim and proofs of interest in
        claims database that includes these information for each
        claim and interest asserted:

          -- name and address of the claimant or interest holder
             and any agent if the proof of claim or proof of
             interest was filed by an agent;

          -- the date the proof of claim or interest was
             received by BSI and/or the Court;

          -- the claim number assigned to the proof of claim or
             interest; and

          -- the asserted amount and classification of the
             claim.

     f. implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     g. transmit to the Clerk's Office a copy of the claims
        registers on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

     h. maintain a current mailing list for all entities that
        have filed proofs of claim or interest and make the list
        available to the Clerk's Office or any party in interest
        upon request;

     i. provide access to the public for examination of copies
        of the proofs of claim or interest filed in the cases
        without charge during regular business hours;

     j. create and maintain a public access Web site setting
        forth pertinent case information and allowing access to
        electronic copies of proofs of claim or interest;

     k. record all transfers of claims and give notice of the
        transfers as required by Bankruptcy Rule 3001(e);

     l. comply with applicable federal, state, municipal and
        local statutes, ordinances, rules, regulations, orders
        and other requirements;

     m. assign temporary employees to process claims, as
        necessary;

     n. promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at
        any time prescribe;

     o. provide balloting and soliciting services, including
        preparing ballot, producing personalized ballots and
        tabulating creditor ballots on a daily basis; and

     p. provide other claims processing, noticing, balloting and
        related administrative services as may be requested from
        time to time by the Debtors.

Lorenzo Mendizabal, Managing Director of BSI, discloses that it
has received a US$10,000 retainer from the Debtor.

To the best of the Debtors' knowledge, BSI is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     About Joan Fabrics

Based in Tyngsboro, Massachusetts, Joan Fabrics Corporation
manufactures automotive and furniture upholstery fabrics.  The
company has a manufacturing facility in North Carolina and an
affiliate entity in Mexico.

The Debtor and its affiliate, Madison Avenue Designs, LLC, filed
for Chapter 11 protection on April 10, 2007 (Bankr. D. Del. Case
Nos. 07-10479 and 07-10480).  When the Debtors filed for
protection from their creditors, they listed estimated assets
and debts of US$1 million to US$100 million.  The Debtors'
exclusive period to file a chapter 11 plan expires on
Aug. 8, 2007.


MEGA BRANDS: Hires Andree Pinard as Treasury & Investor Director
----------------------------------------------------------------
MEGA Brands Inc. appointed Andree Pinard as Director, Treasury
and Investor Relations, effective immediately.  In addition to
her Treasury responsibilities, she will be the corporation's
lead contact with the financial community including financial
analysts, equity and debt institutional investors, and credit
agencies.

Ms. Pinard brings a strong background in financial management
and corporate finance to MEGA Brands.  Prior to her current
appointment, she served six years as Treasurer of COGECO Inc.
after joining the company in 1997 as Director, Financial
Planning.  Ms. Pinard has also worked in corporate finance with
Nesbitt Burns Inc.  She is a McGill University alumnus with a
Bachelor of Commerce and a Graduate Diploma in Public
Accounting.  Ms. Pinard received her designation as a Chartered
Accountant in 1990 and obtained an MBA in Finance and
International Affairs from the University of Chicago in 1994.

Montreal, Canada-based Mega Brands Inc. fka Mega Bloks Inc.
-- http://www.megabloks.com/-- distributes a range of toys,
puzzles, and craft-based products worldwide.  The company has
offices in Mexico.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 24, 2007, Standard & Poor's Ratings Services placed its
'BB-' long-term corporate credit and bank loan ratings on MEGA
Brands Inc. on CreditWatch with negative implications.  The bank
loan's '2' recovery rating was also placed on CreditWatch.

As reported in the Troubled Company Reporter-Latin America on
April 23, 2007, Moody's placed the Ba3 corporate family rating
and other long-term ratings of MEGA Brands, Inc. on review for
possible downgrade after the company announced weaker than
expected results for the fourth quarter of 2006 and for the full
year.  The speculative grade liquidity rating was affirmed at
SGL-3

Ratings under review for possible downgrade:

  MEGA Brands Inc.

     -- Ba3 Corporate Family Rating

  MEGA Brands Inc.

     -- Ba2 rating on the 5-year revolving credit facility;
        LGD 2; 24%

  MEGA Blocks US

     -- Ba2 rating on the 5-year revolving credit facility;
        LGD 2; 24%

  MEGA Brands Inc.

     -- Ba2 rating on the US$40 million, 5-year term loan A
     facility; LGD 2; 24%

  MEGA Brands Finco

     -- Ba2 rating on the US$260 million 7-year term loan B
        facility; LGD 2; 24%

  MEGA Brands Inc.

     -- Probability of Default rating at B1


METROFINANCIERA SA: S&P Affirms BB- Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
foreign currency counterparty credit rating on Metrofinanciera
S.A. de C.V. SOFOM. ENR.  The outlook is stable.

"The ratings reflect a high level of indebtedness, relatively
high individual concentration on bridge loans in
Metrofinanciera's loan portfolio, its low coverage of operating
expenses with recurring revenues, and a low capital base to
support the riskier nature of a loan portfolio that is
construction -- and land loan-oriented," said Standard & Poor's
credit analyst Laurence Wattraint.  The ratings are supported by
its ability to maintain a high revenue stream, its capacity to
raise the coverage of nonperforming assets without significantly
affecting its overall profitability, and its access to financial
markets compared with that of its peers.

The outlook is stable.  Standard & Poor's expect Metrofinanciera
to reduce its leverage and restore its financial flexibility by
June 2007, while maintaining asset quality indicators and
improving cash flow generation.  The company's inability to
achieve a debt-to-equity level below 14x and improve its
liquidity position will determine future rating actions.

The privately held Metrofinanciera is Mexico's fourth largest
specialized housing lending company, with a portfolio of MXN13.3
billion (USUS$1.25billion) under administration at the end of
2005.  Founded in 1996 by local businessmen, the Monterrey-based
lender has developed a network of six regional offices and 50
branches that operates nationwide.


TV AZTECA: Reports MXN179 Million Net Income in 2007 First Qtr.
---------------------------------------------------------------
TV Azteca, S.A. de C.V. reported net sales of MXN1,781 million
during the first quarter, compared with MXN1,877 million
in the same period of 2006.  EBITDA this quarter was MXN595
million, from MXN696 million registered a year ago; EBITDA
margin was 33%.

"The results this quarter are not completely comparable with
those of the previous year, due to the strong ad investment
related to extraordinary events in 2006," said Mario San Roman,
CEO of TV Azteca.  "But beyond the market's cyclical behavior,
the company's solid fundamentals bring certainty to our
perspectives.  Audience share in Mexico was remarkable in the
quarter, and we are building even more competitive programming
grids.  Additionally, sales to the US Hispanic market have been
superior in the past five quarters."

On the strategic front, the company repurchased 66 million TV
Azteca CPOs in the quarter, equivalent to approximately 2% of
the company's outstanding shares, which represent a value of
MXN651 million, based on the April 24, 2007 CPO closing price.
The company plans to convey the benefits of this buyback to all
its shareholders.

Such benefits, together with the cash distributions of US$495
million since June 2003, a cancellation of 3% of the company's
shares in 2005, and the future distribution of a Grupo Iusacell
share for every 97 CPOs of TV Azteca -- as previously announced
-- represent an accumulated yield of 41% for the company's
shareholders, based on yesterday's closing price for the CPO and
the shares of Grupo Iusacell.

                    First Quarter Results

Net sales were MXN1,781 million, compared with MXN1,877 million
in the same quarter of 2006.  Total costs and expenses were
MXN1,186 million, from MXN1,181 million in the same period of
the previous year.  As a result, TV Azteca reported EBITDA of
MXN595 million, compared with MXN696 million in the first
quarter 2006.  The company registered net majority income of
MXN179 million, from MXN309 million in the same period of 2006.

                          Net Sales

"In addition to the absence of extraordinary events this
quarter, the Unefon contract was terminated, as previously
announced, which was crucial for the period sales performance,"
said San Roman.  "However, our 39% commercial audience share for
the full day during the period and its solid trend continued to
generate an unparalleled platform for the most successful ad
campaigns."

First quarter revenue includes net sales from Azteca America --
the company's wholly-owned broadcast television network focused
on the U.S. Hispanic market -- of MXN121 million, 6% higher than
MXN114 million in the same period a year ago.

TV Azteca also reported programming sales to other countries of
MXN24 million, compared with MXN20 million registered in the
first quarter 2006.  Exports this period were mainly due to
sales of the company's novelas "Amor sin Condiciones" y "Se
Busca un Hombre", and the program "Lo que Callamos las Mujeres"
to several Latin American countries.

Barter sales were MXN48 million compared with MXN57 million from
the previous year.  Inflation adjustment of advertising advances
was MXN53 million, compared with MXN46 million for the first
quarter of 2006.

During the period, the company did not register ad sales to
Unefon, while in the first quarter of 2006, such sales were
MXN21 million.  As previously announced, during the third
quarter of 2006, the board of directors approved the
cancellation of the ten-year advertising contract with Unefon,
which began in 1998.

                     Costs and Expenses

Costs and expenses did not show significant changes during the
first quarter.  This was the result of a combination of
programming, production and transmission costs of MXN925
million, compared with MXN922 million in the same period of the
previous year, as well as a 1% increase in administrative and
selling expenses to MXN261 million, from MXN258 million in the
same quarter of 2006.

"The stability in costs is the result of the strict control of
each of the outlays that relate to content production, while we
maintain the highest quality of these productions," said Carlos
Hesles, CFO of TV Azteca.  "Such stability is even more
significant considering the rent payment of our affiliate
station in Los Angeles."

As previously announced, the company's costs include an increase
in the rent payment for the Los Angeles station KAZA TV of
US$2.4 million in the quarter, as a result of Azteca America's
agreement with Pappas Telecasting.  Since July 2006, Azteca
America has been making cash payments equivalent to US$9.6
million annually to Pappas Telecasting for the rent of the
station, which is operated and managed by Azteca America.

The 1% rise in administrative and selling expense reflects
increases in personnel, operating and travel expenditures during
the period, as a result of a growing business volume in the US.

                    EBITDA and Net Income

The net sales reduction in the quarter, combined with total cost
and expense stability, generated EBITDA of MXN595 million,
compared with MXN696 million in the same quarter of the prior
year.

Below EBITDA, the company recorded depreciation and amortization
of MXN107 million from MXN89 million of the previous year,
mainly due to an increase of MXN12 million in the depreciation
account, as a result of a higher balance of fixed assets.

TV Azteca recorded other expenses of MXN76 million, compared
with MXN58 million of the prior year.  The main concepts
integrating the account were MXN54 million of donations, MXN23
million in legal fees, as well as other income of MXN1 million
from the net effect of the recognition of participation, through
the equity method, of the losses of Todito Card and Monarcas --
TV Azteca's soccer team -- and amortization of preoperative
expenses of Azteca America and other income.

Net comprehensive financing cost during the quarter was
MXN172 million, compared with MXN169 million in the same period
of 2006.  Interests paid in the period were MXN192 million,
unchanged from the prior year.  Other financial expense
decreased MXN14 million, mainly due to premiums from early debt
amortizations a year ago.  Interest income increased MXN11
million, due to a higher average cash balance in the quarter.
The company registered a foreign exchange loss of MXN1 million
this quarter, compared with a profit of MXN35 million a year
ago.  This quarter's exchange loss resulted from the combination
of a 2% depreciation of the peso against the dollar, and an
average net liability position in U.S. dollars in the period.
There was a MXN6 million monetary gain due to a liability
monetary position this quarter.

Provision for income tax was MXN46 million, practically the same
as the prior year.

Net income of minority stockholders was MXN15 million, compared
with MXN23 million a year ago.  Net income of minority
stockholders represents 50% of Azteca Web's net income, which TV
Azteca consolidates in its results, and that belongs to CNCI,
owner of half of that company.

Net income of majority stockholders in the quarter was MXN179
million, compared with MXN309 million in the same period of
2006.

                      Outstanding Debt

As of March 31, 2007, the company's total outstanding debt was
MXN7,765 million.  TV Azteca's cash balance was MXN1,912
million, resulting in net debt of MXN5,853 million.  The total
debt to last twelve months (LTM) EBITDA ratio was 1.9 times, and
net debt to EBITDA was 1.4 times.  LTM EBITDA to net interest
expense ratio was 6.3 times.

Excluding-for analytical purposes-MXN1,323 million debt due
2069, total debt was MXN6,442 million and total debt to EBITDA
ratio was 1.5 times.

                       About TV Azteca

TV Azteca (BMV: TVAZTCA) (Latibex: XTZA) is one of the two
largest producers of Spanish-language television programming in
the world, operating two national television networks in Mexico
-- Azteca 13 and Azteca 7 -- through more than 300 owned and
operated stations across the country.  TV Azteca affiliates
include Azteca America Network, a new broadcast television
network focused on the rapidly growing US Hispanic market, and
Todito, an Internet portal for North American Spanish speakers.

                        *     *     *

Moody's Investor Services rated TV Azteca's senior unsecured
debt at B1.


WENDY'S INTERNATIONAL: Mulls Firm's Sale Due to Drop in Profits
---------------------------------------------------------------
Newratings.com reports that a 71% decrease in Wendy's
International Inc's quarterly profits has caused the company to
consider its possible sale.

According to Newratings.com, Wendy's International said its net
profits in the three months ended April 1 dropped to US$14.7
million, from US$51.2 million in the same period last year.
Meanwhile, the firm's revenues increased 2% to US$590 million in
the latest quarter, from US$579 million in the same period in
2006.

Newratings.com relates that Wendy's International said its board
set up a special committee to review strategic options,
including a possible sale of the firm, to increase shareholder
value.

Wendy's International's share price increased US$4.12, or
12.61%, to US$36.80 on the New York Stock Exchange on April 25,
after it disclosed its possible sale, Newratings.com states.

Headquartered in Dublin, Ohio, Wendy's International Inc.
-- http://www.wendysintl.com/-- and its subsidiaries operate,
develop, and franchise a system of quick service and fast casual
restaurants in the United States, Canada, Mexico, Argentina,
among others.

                        *    *    *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Moody's Investors Service held its Ba2 Corporate Family Rating
for Wendy's International Inc.

Additionally, Moody's held its Ba2 ratings on the company's
US$200 million 6.25% Senior Unsecured Notes Due 2011 and US$225
million 6.2% Senior Unsecured Notes Due 2014.  Moody's assigned
the debentures an LGD4 rating suggesting noteholders will
experience a 54% loss in the event of default.


WENDY'S INTERNATIONAL: Moody's Reviews Ratings for Likely Cut
-------------------------------------------------------------
Moody's Investors Service placed all ratings of Wendy's
International, Inc. on review for possible downgrade.  The
review was prompted by the company's announcement that its board
of directors has formed a special committee to investigate all
strategic options for Wendy's International to enhance
shareholder value.  These options, among other things, may
include revisions to Wendy's International's strategic plan,
changes to its capital structure, a possible sale, merger or
other business combination.

These ratings were placed on review for possible downgrade;

   -- Corporate family rating of Ba2

   -- Senior unsecured notes rated Ba2/54%/LGD-4

   -- Senior unsecured shelf registration
      rated (P)Ba2/54%/LGD-4

   -- Subordinated shelf registration rated (P)Ba3/97%/LGD-6

   -- Preferred stock shelf registration rated (P)B1/97%/LGD-6

Moody's review will focus on the potential impact to bondholders
that could result from Wendy's International's various strategic
initiatives.

Headquartered in Dublin, Ohio, Wendy's International Inc.
-- http://www.wendysintl.com/-- and its subsidiaries operate,
develop, and franchise a system of quick service and fast casual
restaurants in the United States, Canada, Mexico, Argentina,
among others.


WENDY'S INTERNATIONAL: S&P Will Likely Cut Ratings After Review
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for
Wendy's International Inc., including the 'BB+' corporate credit
rating, on CreditWatch with negative implications.

The CreditWatch placement follows Wendy's International's
announcement that its Board of Directors has formed a special
committee of independent directors to investigate all strategic
options for the company.  These options, among other things, may
include revisions to the strategic plan, changes to the capital
structure, a possible sale, merger, or other business
combination.

After the company has announced its findings and its future
plans," said Standard & Poor's credit analyst Diane Shand, "we
could lower ratings if the company undertakes actions that cause
deterioration in cash flow protection measures or disadvantages
to bondholders."

Headquartered in Dublin, Ohio, Wendy's International Inc.
-- http://www.wendysintl.com/-- and its subsidiaries operate,
develop, and franchise a system of quick service and fast casual
restaurants in the United States, Canada, Mexico, Argentina,
among others.




===========
P A N A M A
===========


CHIQUITA BRANDS: Loss Prompts Firm Not To Issue Bonuses in 2006
---------------------------------------------------------------
Cliff Peale at The Enquirer reports that Chiquita Brands
International Inc. Chairperson and Chief Executive Officer
Fernando Aguirre and other company executives didn't get
performance-based bonuses for last year.

The Cincinnati Business Courier relates that Chiquita Brands'
proxy statement indicated that bonuses were denied because the
firm failed to meet net income goals.

The Enquirer's Mr. Peale relates that Chiquita Brands lost US$96
million in 2006.

Chiquita Brands said in its proxy statement filed with the U.S.
Securities and Exchange Commission that Mr. Aguirre's US$795,769
salary increased 6.7% in 2006 from 2005, but he received a bonus
of almost US$1.9 million in 2005.

The Enquirer's Mr. Peale notes that Mr. Aguirre's total
compensation, including stock awards and stock options, was
slightly over US$3 million in 2006.

The Business Courier relates that Mr. Aguirre took a 29% pay
reduction last year.

According to The Business Courier, Chiquita Brands had a US$28-
million operating loss in 2006 on net sales of US$4.5 billion,
compared to a US$188-million operating profit and net sales of
US$3.9 billion in 2005.  Last year's results included a US$43-
million goodwill impairment charge related to its acquisition of
Atlanta AG and a US$25-million charge to settle a criminal probe
involving protection payments that Chiquita Brands made to
Colombian terrorist groups.

Mr. Aguirre told Chron.com that the payments made were motivated
by concern for the workers' safety.

Chiquita Brands' board set earnings goals over a three-year
period that will result in the award of just over US$1 million
in shares, assuming that the company meets performance targets,
The Business Courier states.

Cincinnati, Ohio- based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- operates as an
international marketer and distributor of bananas and other
fresh produce sold under the Chiquita and other brand names in
over 70 countries including Panama, Philippines, Australia,
Belgium, Germany, among others.  It also distributes and markets
fresh-cut fruit and other branded, value-added fruit products.

                        *     *     *

Moody's Investors Service downgraded the ratings for Chiquita
Brands L.L.C., as well as for its parent Chiquita Brands
International, Inc.  Moody's said the outlook on all ratings is
stable.

Standard & Poor's Ratings Services also lowered its ratings on
Cincinnati, Ohio-based Chiquita Brands International Inc.,
including its corporate credit rating, from 'B+' to 'B'.




=======
P E R U
=======


* PERU: Block 129 Exploration & Dev. Pact with Burlington Okayed
----------------------------------------------------------------
Peru's government told Dow Jones Newswires that it has ratified
an exploration and development contract for block 129, which is
in the Loreto department, with Burlington Resources Peru Ltd.

Dow Jones relates that Peru is working to boost its oil and
natural gas output, which has been bolstered by the launching of
the Camisea natural gas project's operations.

Burlington Resources is also conducting explorations in other
blocks in Peru, Dow Jones states.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 2, 2007, Standard & Poor's Ratings Services assigned its
'BB+' foreign currency credit rating to the Republic of Peru's
(BB+/Stable/B foreign, BBB-/Stable/A-3 local currency sovereign
credit ratings) US$1.24 billion global bond due in 2037 issued
as part of a new liability management operation.




=====================
P U E R T O   R I C O
=====================


ALLIED WASTE: Unit Closes US$56.8-Million Offering of Bonds
-----------------------------------------------------------
Allied Waste Industries, Inc.'s wholly-owned subsidiary, Allied
Waste North America, Inc., and the Mission Economic Development
Corporation in Mission, Texas, successfully completed the
offering of US$56.8 million in aggregate principal amount of
5.20% Mission Economic Development Corporation Solid Waste
Disposal Revenue Bonds Series 2007A due 2018.

"We are pleased to be able to partner with the Mission Economic
Development Corporation in Texas," said Pete Hathaway, Executive
Vice President and Chief Financial Officer of Allied Waste.
"This attractive rate financing promotes continued economically
beneficial investment throughout the State of Texas."

Allied Waste North America, Inc., a wholly owned operating
subsidiary of Allied Waste Industries, Inc., is based in
Phoenix, Arizona.  Allied Waste is a vertically integrated, non-
hazardous solid waste management company providing collection,
transfer, and recycling and disposal services for residential,
commercial and industrial customers.  As of Dec. 31, 2006, the
company operated a network of 304 collection companies, 161
transfer stations, 168 active landfills and 57 recycling
facilities in 37 states and Puerto Rico.  The company had
revenues of approximately US$6.0 billion in fiscal 2006.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 04, 2007, Moody's Investors Service assigned B2 (LGD 4,
69%) to the proposed US$50 million Mission Economic Development
Corp. Solid Waste Disposal Revenue Bonds Series 2007A due 2018,
an Allied Waste North America, Inc. Project.  The borrower will
be Allied Waste North America, Inc. or Allied Waste NA and the
bonds will be unsecured obligations guaranteed by the parent,
Allied Waste Industries, Inc.  Concurrently, Moody's affirmed
other ratings of Allied Waste, Allied Waste NA and its wholly
owned subsidiary, Browning-Ferris Industries, LLC.  The outlook
for the ratings remains positive.

Moody's took these rating actions:

   -- assigned a B2 (LGD4, 69%) rating to the proposed
      US$50 million solid waste disposal revenue bonds
      series 2007A of Allied Waste NA due 2018;

   -- affirmed all other ratings of Allied Waste, Allied
      Waste NA, and Browning-Ferris Industries, LLC as
      set out in the recent press release dated March 27, 2007.

Moody's said the ratings outlook is positive.


COVENTRY HEALTH: Signs Definitive Buy Deal with Mutual of Omaha
---------------------------------------------------------------
Coventry Health Care, Inc., has signed a definitive agreement to
acquire certain group health insurance businesses from Mutual of
Omaha.  Coventry Health will acquire Mutual of Omaha's
commercial employer group health business in Nebraska and Iowa
as well as their national Federal Employees Health Benefits or
FEHB administration business, representing approximately 215,000
members in total.

"I am pleased to announce a significant transaction for our
Commercial Business Division," said Thomas P. McDonough,
President of Coventry Health.  "This acquisition will enhance
Coventry's position in both our Nebraska and Iowa local health
plan markets and our national FEHB administrative business.  We
look forward to carrying on Mutual of Omaha's commitment to the
local health plan business and their tradition of providing
superior service levels to employer groups and federal
programs."

Coventry Health will acquire Mutual of Omaha's group health
insurance businesses for US$120.0 million in an all-cash
transaction expected to close in 60 to 120 days, subject to
closing conditions, regulatory and other customary approvals.
The Nebraska and Iowa group health business, including both
fully-insured and self-funded customers, represents
approximately 100,000 members and approximately US$100 million
in revenue.  The FEHB business represents approximately 115,000
members and approximately US$30 million in fee-based revenue.
The transaction is projected to be slightly accretive to
earnings in the first year after closing.

Headquartered in Bethesda, Maryland, Coventry Health Care, Inc.
(NYSE: CVH) -- http://www.cvty.com/-- is a national managed
health care company operating health plans, insurance companies,
network rental/managed care and workers' compensation services
companies.  Coventry provides a full range of risk and fee-based
managed care products and services, including HMO, PPO, POS,
Medicare Advantage, Medicare Prescription Drug Plans, Medicaid,
Workers' Compensation services and Network Rental to a broad
cross section of individuals, employer and government-funded
groups, government agencies, and other insurance carriers and
administrators in all 50 states as well as the District of
Columbia and Puerto Rico.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 21, 2007, Fitch Ratings has upgraded the Issuer Default
Rating of Coventry  Health Care Inc. to 'BBB' from 'BB+'.
Existing senior notes are also upgraded to 'BBB-' from 'BB'.
Fitch also assigns a 'BBB-' rating to Coventry's recent issuance
of US$400 million of 5.95% senior unsecured notes.  The Rating
Outlook is Stable.

A.M. Best Co. has assigned a debt rating of "bb+" to Coventry
Health Care, Inc.'s US$400 million 5.95% senior unsecured notes,
which will mature in 2017.  The rating outlook is positive.
Coventry Health's and its subsidiaries' financial strength,
issuer credit and remaining debt ratings are unchanged.

As reported in the Troubled Company Reporter-Latin America on
March 19, 2007, Moody's Investors Service has assigned a Ba1
senior unsecured debt rating to Coventry Health Care, Inc.'s
(NYSE: CVH) issuance of $400 million of new long term debt.
Moody's said the outlook on the rating is positive.


DELTA AIR: S&P Keeps D Rating Until After Chapter 11 Emergence
--------------------------------------------------------------
Standard & Poor's Ratings Services said that Delta Air Lines
Inc.'s plan of reorganization does not affect its 'D' corporate
credit rating on the company, which is defined by the company's
bankruptcy status.  Delta Air's reorganization plan was
confirmed by the bankruptcy court overseeing its Chapter 11
proceedings last Wednesday, paving the way for emergence on
April 30.

Standard & Poor's announced on March 30, 2007, that it expect to
assign a 'B' corporate credit rating, with a stable outlook, to
Delta Air when it emerges from bankruptcy.  In addition, the
CreditWatch status of ratings on enhanced equipment trust
certificates or EETCs, excepting 'AAA' rated, bond-insured
certificates, was revised to positive from developing on March
30, 2007.  That CreditWatch status is unaffected by the plan
confirmation.  The ratings on EETCs will be reviewed and may be
raised upon Delta Air's emergence from Chapter 11.

"Delta's relatively rapid and successful reorganization should
leave the airline with lower operating costs, improving revenue
generation, and a reduced debt load," said Standard & Poor's
credit analyst Philip Baggaley.  Still, the airline's credit
profile and its anticipated 'B' corporate credit rating continue
to reflect also risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry; on below-average, albeit improving, revenue
generation; and on significant intermediate-term debt and
capital spending commitments.

Delta, the third-largest U.S. airline, entered Chapter 11
bankruptcy protection in September 2005, following the spike in
jet fuel prices caused by the Gulf hurricanes. Delta announced
April 16, 2007, that unsecured creditors had voted in favor of
its proposed plan of reorganization.

Headquartered in Atlanta, Ga., Delta Air Lines (OTC:DALRQ)
-- http://www.delta.com/-- is the world's second-largest
airline in terms of passengers carried and the leading U.S.
carrier across the Atlantic, offering daily flights to 502
destinations in 88 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  The
airline also serves Puerto Rico and the U.S. Virgin Islands.

                        Plan Update

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  Delta announced April 16, 2007, that
unsecured creditors had voted in favor of its proposed plan of
reorganization.




=================
V E N E Z U E L A
=================


PETROLEOS DE VENEZUELA: 5.25% Bond Yields Soar
----------------------------------------------
Guillermo Parra-Bernal at Bloomberg News reports that Venezuelan
state-owned oil firm Petroleos de Venezuela SA's bond yields
continued to rise as local investors progressively sold the
dollar-denominated securities in international markets to get
foreign currency.

According to Mr. Parra-Bernal at Bloomberg News, the Composite
Bloomberg Bond Trader said that the yield on Petroleos de
Venezuela's 5.25% bond due April 2017 increased 2 basis points,
or 0.02 percentage point, to 7.63% on April 27.   The bond's
price dropped 12.5 cents to US$83.60.

Bloomberg News' Mr. Parra-Bernal relates that Venezuelan
investors have limited access to dollars at the government-set
official exchange rate.  They are selling the 10-, 20- and 30-
year Petroleos bonds for dollars.  According to traders, the
pace of the sales accelerated last week, indicating the need for
the U.S. currency by individuals, importers and manufacturers
who bought the bond earlier in April.

Caracas-based Global Capital Valores Henry Travieso told
Bloomberg News' Mr. Parra-Bernal, "The sell-off is coming rather
strong at this point.  There's no doubt now that the Petroleos
bond was a short-term palliative for the dearth of dollars in
the country."

Mr. Parra-Bernal at Bloomberg News notes that Venezuela's
currency dropped for a third day, emphasizing an increase in
purchases of dollars by firms and investors.  The bolivar
weakened to VEB3,770 to the dollar in unregulated trading on
Friday, from VEB3,750 on Thursday.  The Petroleos de Venezuela
2017 bonds yield 69 basis points above the Venezuelan government
dollar bonds maturing in 2018.

Mr. Parra-Bernal at Bloomberg News says that Lehman Brothers
Inc. forecasted that the cost of default insurance on Petroleos
de Venezuela bonds will rise as Venezuelan President Hugo
Chavez's takeover of the four Orinoco joint-venture projects
threatens to burden the firm with defaulted debt.

The report notes that Lehman Brothers economists Joe Kogan and
Andres Pardo stated that President Chavez said he will take over
the heavy-oil ventures from private companies by May 1 and hand
over control to Petroleos de Venezuela.  The change in ownership
may provoke holders of the projects' bonds to declare default,
which could trigger payment on Petroleos de Venezuela credit
default swaps.

Mr. Kogan told Bloomberg News' Mr. Parra-Bernal, "Depending on
what bondholders do, there are scenarios under which it becomes
PDVSA debt or causes credit default swaps to trigger.  It's very
hard to know how creditors will respond to this, but clearly
this expropriation is a default because it violates a whole
number of the covenants."

Messrs. Kogan and Pardo said in a report that the price of
buying credit protection on US$10 million of Petroleos de
Venezuela 10-year bonds may increase to as much as US$133,000
more than protection on similar-maturity Venezuelan government
swaps.  According to them, that spread was US$33,000 as of
April 24.

Credit-default swaps are financial instruments based on bonds
and loans used to analyze the ability of the debtor to pay,
Bloomberg News' Mr. Parra-Bernal states.

Petroleos de Venezuela SA -- http://www.pdv.com/-- is
Venezuela's state oil company in charge of the development of
the petroleum, petrochemical and coal industry, as well as
planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.  The company has a commercial office in China.

                        *     *     *

Standard & Poor's said on July 17 that it may lower the
company's B+ foreign-currency debt rating in part because of the
absence of timely financial and operating information.


PETROLEOS DE VENEZUELA: To Launch Delta Caribe Offshore Auction
---------------------------------------------------------------
Venezuelan Energy and oil minister and state-run oil company
Petroleos de Venezuela SA president Rafael Ramirez told Business
News Americas that the firm will launch the Delta Caribe
offshore bidding round after it takes over several extra-heavy
crude oil projects in the Orinoco and Amacuro Delta.

According to BNamericas, Delta Caribe includes three blocks near
La Blanquilla and a block between the Orinoco river delta and
Trinidad & Tobago.  It was initially due for awarding Nov. 28.

Minister Ramirez explained to BNamericas that the government
continue implementing plans on Delta Caribe once it has
completed the nationalization process.  Delta Caribe could be
revitalized before the end of 2007.

The government wants to complete the nationalization by May 1.
The government will present the new Petroleos de Venezuela-
dominated joint ventures to the pro-government national assembly
by June 26, BNamericas states.

Petroleos de Venezuela SA -- http://www.pdv.com/-- is
Venezuela's state oil company in charge of the development of
the petroleum, petrochemical and coal industry, as well as
planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.  The company has a commercial office in China.

                        *     *     *

Standard & Poor's said on July 17 that it may lower the
company's B+ foreign-currency debt rating in part because of the
absence of timely financial and operating information.


* VENEZUELA: Ministry to Provide Tools to Generation Plants
-----------------------------------------------------------
The Venezuelan energy and oil ministry said in a statement that
it plans to provide new tools to all generation plants that burn
diesel and other liquid fuels from 2009-12 to operate on natural
gas.

Business News Americas relates that the plan is part of the
phase three of the "energy revolution," a fuel-saving campaign
that Venezuela's President Hugo Chavez started in November 2006.

The program would help Venezuela save on liquid fuels it could
sell abroad, BNamericas notes, citing analysts.

Figures from Caveinel, a group of electric firms, showed that
almost 40% of thermo generation in Venezuela operates on diesel,
fuel oil and other liquid fuels, BNamericas says.

According to BNamericas, Venezuela generates 89,412 giga watt-
hours, of which 29,877 giga watt-hours is thermo.  The thermo
plants use up 62.9 million barrels of oil equivalent per year,
of which 59.2% is natural gas.

Vicente Sanchez, an expert in power distribution who does
consulting work in Caracas, commented to BNamericas, "A gas-
fueled plant also is cheaper to upkeep.  But the question is, do
we have enough gas for the plan?"

The report says that Venezuela has a natural gas deficit.  It
will begin importing from Colombia as soon as the natural gas
pipeline between countries is completed.

Phase one concluded last week.  It involved replacing 53 million
incandescent light bulbs with high-efficiency ones, the ministry
told BNamericas.

                        *     *     *

Venezuela's foreign currency long-term debt is rated B1 by
Moody's, B+ by Standard & Poor's, and BB- by Fitch.


* VENEZUELA: Inks Deal with Int'l Oil Firms Over Orinoco Stakes
---------------------------------------------------------------
Major international oil companies have agreed to cede to the
Venezuelan government control over four heavy-crude projects in
the Orinoco oil belt, the Associated Press reports.

Venezuelan President Hugo Chavez issued a decree last month that
the government will hold majority stakes in the Orinoco River
basin projects beginning May 1.

Venezuelan Energy Minister Rafael Ramirez told the AP that
ConocoPhillips Co. had yet to sign a memorandum of understanding
while Exxon Mobile Corp. previously signed one of the
agreements.

Mr. Ramirez commented that if ConocoPhillips won't sign by
May 1, the state will take charge of its oil fields as Venezuela
moves to impose majority state control, Miami Herald relates.

According to Houston Chronicle, aside from Mr. Ramirez, company
officials of Chevron, BP, France's Total and Norway's Statoil
have signed contracts to commence turning over a majority stake
of the oil projects in the Orinoco River basin to the state.

Meanwhile, President Chavez has decreed that state firm
Petroleos de Venezuela SA will hold a minimum 60% stake in the
projects in the Orinoco River region and invited private
companies operating there to stay on as minority partners,
Houston Chronicle adds.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 20, 2006,
Fitch Ratings affirmed Venezuela's long-term foreign and local
currency Issuer Default Ratings at 'BB-'.  At the same time, the
agency also affirmed the short-term foreign currency IDR at 'B'
and the Country Ceiling at 'BB-'.  Fitch said the outlook on the
ratings remains stable.


* BOOK REVIEW: Treatise on the Right of Property in Tide Waters
---------------------------------------------------------------
Author:     Joseph K. Angell
Publisher:  Beard Books
Paperback:  440 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/158798105X/internetbankru
pt

Jospeh Angell's A Treatise on the Right of Property in Tide
Waters has been widely received as a leading authority on this
topic both in the United States and in England.

This was the first detailed work published in the United States
concerning principles which relate to the right of property in
tide waters, i.e., those waters in which there is an ebbing and
flowing of the tide.

There is a broad scope of topics covering such areas as the
development of common law doctrines, the right of fishery,
delimitation, the right to seaweed, rights acquired by
prescription and custom, statutes and usage, adjoining owner
rights, and wrecked property thrown on the shore.


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

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Marjorie C. Sabijon, Sheryl Joy P. Olano, Rizande
delos Santos, Christian Toledo, and Junald Ango, Editors.

Copyright 2007.  All rights reserved.  ISSN 1529-2746.

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


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