TCRLA_Public/070518.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

             Friday, May 18, 2007, Vol. 8, Issue 98

                          Headlines

A R G E N T I N A

ACXIOM CORP: Agrees to Silver Lake & ValueAct's US$3-Bil. Buyout
ALITALIA SPA: Posts EUR147 Million Pre-Tax Loss for Q1 2007
ALITALIA SPA: Three Bidders Qualify to Submit Binding Offers
BANCO PINES: Fitch Affirms Low B Currency Issuer Default Ratings
BANCO MACRO: Moody's Rates US$100 Mil. Peso-Linked Notes at Ba1

CASASOLA MAYORISTA: Proofs of Claim Verification Ends on June 4
COMPANIA FRIGORIFICA: Claims Verification Deadline Is Aug. 6
COMPANIA LATINOAMERICANA: Fitch Affirms BB+ Rating
DAIMLERCHRYSLER: Taps Rainer Genes MBPC Production Planning Head
DAIMLERCHRYSLER: Net Profit Increases to EUR2 Bil. in First Qtr.

DANA CORP: To Terminate Non-Union Pension Benefits on July 1
DANA CORP: Wants To Buy Manufacturing Plants in Stockton, Calif.
DIEGO TRANS: Trustee To File Individual Reports in Court Today
DISTAR SRL: Proofs of Claim Verification Is Until July 18
NOBLE GROUP: Moody's Affirms Upcoming Bond Issue at Ba1

VITRAMED SRL: Trustee Verifies Proofs of Claim Until Aug. 6
YPF SA: Acquires Bidding Rules for San Luis' Hydrocarbons Blocks

* ARGENTINA: Obtains US$40-Million Financing from IDB

B A H A M A S

TUPPERWARE BRANDS: Board Declares 22 Cents Per Share Dividend

B E R M U D A

INTELSAT LTD: March 31 Balance Sheet Upside-Down by US$644.3MM
SCOTTISH RE: Dean Miller Resigns as CFO Effective Today

B O L I V I A

BRASKEM SA: Investing US$1.5B in Building Three Bolivian Plants

* BOLIVIA: In Talks with Braskem on Constructing Three Plants
* BOLIVIA: Ministry Creates Dept. for Energy Policies & Activity
* BOLIVIA: Wilmer Cardozo Doubts PDVSA's Hydrocarbons Expertise

B R A Z I L

BANCO G&T: S&P Holds Currency Counterparty & CD Ratings at BB-/B
BANCO NACIONAL: Grants BRL145.4-Million Loan to Jari Celulose
BAUSCH & LOMB: Inks US$4.5 Bil. Merger Deal with Warburg Pincus
BAUSCH & LOMB: US$4.5 Bil. Warburg Deal Cues S&P to Cut Ratings
BAUSCH & LOMB: Fitch Holds Watch Neg. Despite Warburg Sale Pact

BRASKEM SA: Closes DMT Production Facility in Camacari
CHEMTURA CORP: Moody's Cuts Rating on US$1.05-Bil. Notes to Ba2
COMPANHIA ENERGETICA: Earns BRL28 Million in First Quarter 2007
COMPANHIA PARANAENSE: Earns BRL283 Million in First Quarter 2007
NET SERVICOS: Discloses Anatel's Approval of Vivax Acquisition

NOVELIS INC: Launches US$1.4 Bil. of 7-1/4% Sr. Notes Offering
PETROLEO BRASILEIRO: CADE Okays Distribution Assets Agreement
STRATOS GLOBAL: Obtains Waiver Effective Until CIP Canada Buyout
PETROLEO BRASILEIRO: Will Drill Tupi Exploration Well

* BRAZIL: Currency, Stocks, Bonds Surge Upon S&P's Increase
* S&P Upgrades Brazil's Foreign Sovereign Credit Rating to BB+

C A Y M A N   I S L A N D S

ASIA PRINTING: Proofs of Claim Filing Is Until June 14
GANNET VII: Proofs of Claim Must be Filed by June 14
GRANADA DECEMBER: Proofs of Claim Filing Is Until June 14
HGOI HOLDINGS: Proofs of Claim Must be Filed by June 14
JAPAN PRAGMATIST: Proofs of Claim Filing Ends on June 14

JUPITER CAPITAL: Proofs of Claim Must be Filed by June 14
MILE ROCK: Proofs of Claim Filing Is Until June 14
MILE ROCK MASTER: Proofs of Claim Must be Filed by June 14
OD CORP: Proofs of Claim Filing Deadline Is June 14
SBL SUNFLOWER: Proofs of Claim Filing Ends on June 14

STARTS FUNDING: Proofs of Claim Must be Filed by June 14
SYNERGY OPPORTUNITIES: Final Shareholders Meeting Is on June 15
SYNERGY OPPORTUNITIES: Proofs of Claim Filing Ends on June 14
TCW GEM: Proofs of Claim Filing Is Until June 14
WINSTON FUNDING: Proofs of Claim Must be Filed by June 14

C H I L E

CONSTELLATION BRANDS: Names Robert P. Ryder as Exec. VP & CFO
EASTMAN KODAK: Board Ups Philip Faraci's Salary & Bonus
EASTMAN KODAK: Fitch Lifts Rating on US$1.15-Bil. Term Loan to B

C O L O M B I A

ARMOR HOLDINGS: Gets US$60.4 Mil. Armor Orders from AM General
CUMMINS INC: Earns US$143 Million in Quarter Ended March 31

C O S T A   R I C A

ANIXTER INTERNATIONAL: Earns US$53.6 Million in First Qtr. 2007
DIGICEL LTD: Wants More Central American Expansion Opportunities

D O M I N I C A N   R E P U B L I C

* DOMINICAN REPUBLIC: May Seek IMF Stand-By Agreement Extension

E C U A D O R

GENERAL MOTORS: Mulls Sale of Midsize Truck Unit to Navistar
PETROECUADOR: Unit's Production Drops to 166,467 Barrels Per Day

E L   S A L V A D O R

GRUPO CUSCATLAN: Citigroup Buy Cues Fitch To Lift Units' Ratings

H O N D U R A S

* HONDURAS: Will Launch Bidding for Storage Terminal Project

J A M A I C A

GOODYEAR TIRE: Prices Public Offering of 22.7 Mil. Common Stock
GOODYEAR TIRE: Unit Posts US$3.8 Million First Quarter Net Loss
KAISER ALUMINUM: UBS Maintains Buy Rating on Firm's Shares
NATIONAL WATER: Calling for Bids on Water Works for Port Antonio

M E X I C O

BENCHMARK ELECTRONICS: Pemstar Buy Cues S&P to Remove Watch
COLLINS & AIKMAN: Canadian Unit Files for CCAA Protection
CROWN HOLDINGS: March 31 Balance Sheet Upside-Down by US$513 Mln
ENESCO GROUP: Wants Until June 25 to File Chapter 11 Plan
FRESENIUS AG: Moody's Affirms Ba2 Corporate Family Rating

INT'L RECTIFIER: Reporting Delay Cues Fitch to Watch Ratings
KRONOS: Moody's Junks Rating on US$390 Mln Second Lien Term Loan
ODYSSEY RE: Declares US$0.0625 Per Share Quarterly Dividend
PERI-WERK: High Profitability Cues Moody's to Lift Rating to Ba1
SPANSION INC: Fitch Puts B+ Rating on US$550MM Sr. Secured Notes

U.S. STEEL: Plans US$900 Million Senior Notes' Offering
U.S. STEEL: S&P Rates Proposed US$900 Mil. Notes Offering at BB+

P A N A M A

* PANAMA: Conaval Will Fine Two HSBC Units for Filing Delays

P E R U

ALCATEL-LUCENT: Earns EUR199 Million for First Quarter 2007

P U E R T O   R I C O

ADVANCE AUTO: Reports US$76.1 Mil. Net Income in 2007 First Qtr.
CCS MEDICAL: Files IPO to Raise US$172.5 Million
CCS MEDICAL: Wants to Enter Into New US$415 Mil. Credit Facility
CCS MEDICAL: Likely Debt Reduction Cues S&P's Positive Watch
MAXXAM INC: March 31 Balance Sheet Upside-Down by US$224.3 Mil.

SUNCOM WIRELESS: Completes Exchange Agreement with Noteholders

T R I N I D A D   &   T O B A G O

DIGICEL GROUP: Subscriber Base Up by 144% at March 31

U R U G U A Y

AMC ENTERTAINMENT: Fitch Affirms B Issuer Default Rating
MARQUEE HOLDINGS: Fitch Affirms B Issuer Default Rating
NAVIOS MARITIME: Earns US$14.8 Million in Quarter Ended March 31
NAVIOS MARITIME: Commences Public Offering of 11.5 Mil. Shares

V E N E Z U E L A

CITGO PETROLEUM: Denies Reports That Rodriguez Left Post as CEO
DAIMLERCHRYSLER: No More Acquisition Plans for Now, Zetsche Says
DAIMLERCHRYSLER: Cerberus May Use US$17 Bil. for Chrysler Group
FERTINITRO FINANCE: Fitch Junks Rating on US$250-Million Bonds
FERTINITRO: Fitch To Hold Teleconference on Rating Downgrade

LEAR CORP: Michigan Judge Dismisses Lawsuits Over Icahn Deal
PETROLEOS DE VENEZUELA: Inks 20-Year Gas Supply Pact with Repsol
PETROLEOS DE VENEZUELA: Opposition Balks at Bolivian Operations
YPF SA: Parent Inks 20-Year Gas Supply Pact with PDVSA

* VENEZUELA: Can Seize Defiant Foreign Firms' Assets
* VENEZUELA: Will Comply with Repayment Schedules


                         - - - - -


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A R G E N T I N A
=================


ACXIOM CORP: Agrees to Silver Lake & ValueAct's US$3-Bil. Buyout
----------------------------------------------------------------
Acxiom(R) Corporation has entered into a definitive agreement to
be acquired by Silver Lake and ValueAct Capital.  Silver Lake
and ValueAct Capital will acquire 100% of the outstanding equity
interests in the company in an all-cash transaction valued at
US$3 billion, including the assumption of approximately
US$756 million of debt.

Under the terms of the agreement, Acxiom stockholders will
receive US$27.10 in cash for each outstanding share of stock.
This represents a premium of approximately 14% over the closing
share price on May 16, 2007, the last trading day before
disclosure of the agreement with Silver Lake and ValueAct
Capital with respect to the acquisition of the company and a
premium of approximately 20% per share over Acxiom's average
closing price per share during the 30 trading.

A special committee of the board made up of four independent
directors was responsible for managing the process and retained
independent legal and financial advisors to assist it in
connection with its deliberations.  Based on the unanimous
recommendation of the special committee, the board of directors
approved the merger agreement and recommended to Acxiom's
stockholders that they vote in favor of the transaction.

The merger agreement provides that Acxiom may solicit and
entertain proposals from other companies during the next 60
days.  In accordance with the agreement, the board of directors
of Acxiom, through the special committee and with the assistance
of its independent advisors, intends to actively solicit other
proposals during this period.

The transaction is expected to close in the next three to four
months and is subject to approval by the company's stockholders,
regulatory approvals and other customary closing conditions.
Silver Lake and ValueAct Capital have received customary debt
financing commitments from third-party financing sources.

"The company is pleased to reach this agreement because it gives
the company an opportunity to deliver excellent value to
Acxiom's shareholders," Charles D. Morgan, Acxiom's chairman and
chief executive officer, said.  "The company believes this deal
will benefit the company's clients, its associates and its
industry."

"ValueAct Capital has consistently contributed valuable
strategic insights to the company's business over the past four
years, and Jeffrey Ubben, ValueAct Capital's managing partner,
has provided further leadership since August 2006 as a member of
the company's board of directors, Morgan said.  "Silver Lake is
the premier investment firm in the technology sector, and their
deep domain expertise makes them an outstanding partner for
Acxiom."

"Clearly, ValueAct Capital have been an investor in Acxiom for
several years because the company is attracted by the foundation
that Charles and his team have put in place, and the company
continues to believe in the company," Mr. Ubben said.

"Silver Lake sees Acxiom as the clear leader in technology-
enabled marketing solutions," Michael Bingle, a managing
director of Silver Lake, said.  "The company believes that
through continued investments in its technology, people and
customer relationships, Acxiom will build on its history of
innovation and industry leadership."

Stephens Inc. and Merrill Lynch & Co. are acting as financial
advisors to the special committee of the Acxiom board and each
have a delivered a fairness opinion.  Other parties interested
in making a proposal are directed to contact the special
committee's financial advisors, Michael Costa of Merrill Lynch
and Noel Strauss of Stephens.

UBS Securities LLC is acting as financial advisor and providing
financing to Silver Lake and ValueAct Capital in connection with
the transaction.

For information concerning all of Acxiom's participants in the
solicitation contact:

          Investor Relations
          Acxiom Corporation
          No. 1 Information Way
          Little Rock, 72202
          Tel: (501) 342-3545

                      About Silver Lake

Silver Lake -- http://www.silverlake.com/-- is an investment
firm focused on large-scale investments in technology,
technology-enabled, and related growth industries.  Silver
Lake's mission is to function as a value-added partner to the
management teams of the world's leading technology franchises.
Its portfolio includes or has included technology industry as
Ameritrade, Avago, Business Objects, Flextronics, Gartner,
Instinet, IPC Systems, MCI, NASDAQ, Network General, NXP, Sabre
Holdings, Seagate Technology, Serena Software, SunGard Data
Systems, Thomson and UGS.

                    About ValueAct Capital

ValueAct Capital, with offices in San Francisco and Boston and
more than $5 billion in investments, seeks to make active
strategic-block value investments in a limited number of
companies.  The principals have demonstrated expertise in
sourcing investments in companies they believe to be
undervalued, and then working with management and/or the
company's board to implement strategies that generate superior
returns on invested capital.

                        About Acxiom

Based in Little Rock, Arkansas, Acxiom Corporation (Nasdaq:
ACXM) -- http://www.acxiom.com/-- integrates data, services and
technology to create and deliver customer and information
management solutions for many of the largest, most respected
companies in the world.  The core components of Acxiom's
solutions are Customer Data Integration technology, data,
database services, IT outsourcing, consulting and analytics, and
privacy leadership.

Founded in 1969, Acxiom has locations throughout the United
States, in Europe particularly in France and Germany, and in
Australia and China in the Asia-Pacific region.  Acxiom has a
team of specialists with sales and business development
associates based in the largest Latin American markets: Brazil,
Argentina and Mexico.

                        *     *     *

Acxiom Corp. carries Moody's Investor Services' 'Ba2' long-term
corporate family rating and 'Ba3' probability of default rating.

The company's long-term foreign and local credit is rated 'BB'
by Standard and Poor's.


ALITALIA SPA: Posts EUR147 Million Pre-Tax Loss for Q1 2007
-----------------------------------------------------------
Alitalia S.p.A. posted EUR147 million in pre-tax losses on
EUR1.06 billion in net revenues for the first quarter ended
March 31, 2007, The Wall Street Journal reports.

The results were slightly better than in 2005, when the carrier
posted EUR157 million in pre-tax losses on EUR965 million in net
revenues, WSJ adds.  Alitalia's operating results were also
better in 2006, when it reported a EUR107 million loss compared
with a EUR129 million loss in 2005.

Meanwhile, all three bidders eyeing the Italian government's
39.9% stake in Alitalia have advanced to the next phase of the
auction, Reuters reports.

Antonio Di Pietro, Italian infrastructure minister, told WSJ
that two of the bids for the stake are highly competitive but
can be improved.

                       About Alitalia

Headquartered in Rome, Italy, Alitalia S.p.A. --
http://www.alitalia.it/-- provides air travel services for
passengers and air transport of cargo on national, international
and inter-continental routes.  In Europe, the company reaches 45
airports, with 1,238 flights per week.  In the rest of the
world, the Alitalia Group's aircrafts operate out of 32 airports
with 255 flights per week.  The Alitalia Group network is
centered on two main airports, Rome Fiumicino and Milan
Malpensa, and includes, as of Sept. 30, 2006, an operating fleet
of 182 aircrafts.  The company also operates in Argentina,
China, and Japan.

The Italian government owns 49.9% of Alitalia.

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


ALITALIA SPA: Three Bidders Qualify to Submit Binding Offers
------------------------------------------------------------
All three consortia eyeing the Italian government's 39.9% stake
in Alitalia S.p.A. have qualified to participate in the next
round of auction, Reuters reports.

Entering the next phase of auction are:

   -- OAO Aeroflot and Unicredito Italiano S.p.A.;

   -- AirOne S.p.A. and Intesa-San Paolo S.p.A.; and

   -- TPG Capital, MatlinPatterson Global Advisers and
      Mediobanca

The government gave the bidders until June 30, 2007, to submit
binding offers, Reuters adds.  The bidders will be given access
to Alitalia's financial books starting May 24, 2007.

Italian infrastructure minister Antonio Di Pietro told the Wall
Street Journal that two of the bids for the stake are highly
competitive but can be improved.

TCR-Europe earlier reported that Aeroflot and Unicredit will not
seek a third partner to boost their bid, following a reiteration
of support from the Russian government, which owns a majority
stake in the carrier.

Italian press had suggested the TPG consortium might bow out
from the bidding fray after the Italian government barred firms
from entering any of the existing consortia, Reuters relates.
The consortium has earmarked EUR5 billion to acquire and turn
around Alitalia.

Carlo Toto, Air One CEO, however, said EUR5 billion is only
around half of the total investment needed for Alitalia, Reuters
adds.

                       About Alitalia

Headquartered in Rome, Italy, Alitalia S.p.A. --
http://www.alitalia.it/-- provides air travel services for
passengers and air transport of cargo on national, international
and inter-continental routes.  In Europe, the company reaches 45
airports, with 1,238 flights per week.  In the rest of the
world, the Alitalia Group's aircrafts operate out of 32 airports
with 255 flights per week.  The Alitalia Group network is
centered on two main airports, Rome Fiumicino and Milan
Malpensa, and includes, as of Sept. 30, 2006, an operating fleet
of 182 aircrafts.  The company also operates in Argentina,
China, and Japan.

The Italian government owns 49.9% of Alitalia.

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


BANCO PINES: Fitch Affirms Low B Currency Issuer Default Ratings
----------------------------------------------------------------
Fitch Ratings has upgraded the National ratings of Banco Pine
S.A. as:

     -- Long-term National rating to 'A-(bra)' from 'BBB(bra)';
     -- Short-term National rating to 'F2(bra)' from 'F3(bra)'.

Fitch also affirms these ratings:

     -- Long-term Foreign Currency Issuer Default Rating 'B+'
     -- Short-term Foreign Currency rating 'B';
     -- Long-term Local Currency Issuer Default Rating 'B+';
     -- Short-term Local Currency rating 'B';
     -- Individual 'D'
     -- Support '5'.

Additionally, Fitch has revised the Rating Outlook of the Issuer
Default Rating and National Rating to Positive from Stable.

The upgrade in Banco Pine's national ratings reflects the bank's
larger size due to the recent capitalization of BRL517 million
through an IPO in April 2007, which tripled its equity from
November 2006 to April 2007, and Fitch's opinion regarding the
effects of this change on its strategic planning, which has been
historically consistent.

In Fitch's view, the relatively larger size gives the bank room
to successfully expand its loan portfolio and gradually retain a
larger portion of the earnings originated in its consignment
lending portfolio.  The agency believes that the bank's larger
size will also benefit its strategy to seek greater
diversification in its financing sources, including increasing
limits with investors, at lower costs.  Fitch believes that the
new capital base and greater access to funding, aided by ample
market liquidity, make business development in its current
niches and future planning feasible.

The Positive Outlook for Banco Pine's ratings reflect Fitch's
expectations that this strategy will have a positive impact on
the bank's performance, maintaining its comfortable
capitalization and liquidity and providing improved credit
coverage in the medium term, compared with that seen up to 2006.
On the other hand, a Fitch remains concerned that the bank's
ambitious growth goals not pressure the institution to incur
greater risks over the long term.

Banco Pine's ratings further reflect its track record for
satisfactory profitability and asset quality, good liquidity and
capitalization ratios, its considerable capacity to originate
consignment lending, and the relative success of its shareholder
reorganization, which culminated in its going public.  On the
other hand, they also incorporate the modest volume of reserves
for asset losses and asset and liability concentrations, typical
of niche banks, which are normally more susceptible than large
banks to economic fluctuations.

Banco Pine is a medium-sized multiple bank and is ranked as the
28th largest private Brazilian bank in assets at December 2006.
It focuses its activities on lending to medium-sized companies,
secured by receivables, and consignment loans, basically to
civil servants.

Headquartered in Sao Paulo, Banco Pine was established in 1997
by the brothers Nelson and Noberto Pinheiro after the sale in
1996 of their participation in another family institution. A
comprehensive corporate and operational restructuring was
implemented and in the first half of 2005 Noberto Pinheiro
became the bank's majority shareholder.  In April 2007, Banco
Pine went public by placing non-voting preferred shares at the
Bovespa Level 1 on the New Brazilian Stock Market.  These shares
enjoy a tag-along privilege, giving minority shareholders 100%
of the value of the block of controlling shares in the event of
the sale of the institution.


BANCO MACRO: Moody's Rates US$100 Mil. Peso-Linked Notes at Ba1
---------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)Ba1 global
local currency rating to Banco Macro S.A.'s US$100 million
senior unsecured Argentine peso-linked notes due 2012, to be
issued under Macro's existing US$400 million Medium Term Note
Program.

Moody's also assigned a provisional (P)Aa1.ar local currency
debt rating on the Argentine national scale to the notes.  The
outlook on the ratings is stable.

Moody's said that the (P)Ba1 local-currency bond rating
incorporates Macro's fundamental credit quality, which is
reflected by its Ba1 global local-currency deposit rating.

The notes are denominated and payable in U.S. dollars.  However,
in the event of legal or regulatory restrictions or any other
reason beyond Banco Macro's control, payment on the notes can be
made in Argentine pesos.  Such option entails a local currency
debt rating on the notes.

Headquartered in Buenos Aires, Argentina, Banco Macro had
consolidated assets of Ar$ 16.8 billion (US$5.4 billion) and
consolidated deposits of Ar$ 11billion (US$3.5 billion) as of
March 2007.

Banco Macro S.A. carries these rating assignments:

   -- Provisional Global local currency debt rating: (P)Ba1,
      stable outlook

   -- Provisional National Scale Rating for local currency debt:
      (P)Aa1.ar, stable outlook


CASASOLA MAYORISTA: Proofs of Claim Verification Ends on June 4
---------------------------------------------------------------
Hector Eduardo Iriarte, the court-appointed trustee for Casasola
Mayorista S.A.'s bankruptcy proceeding, verifies creditors'
proofs of claim until June 4, 2007.

Mr. Iriarte will present the validated claims in court as
individual reports on Aug. 8, 2007.  The National Commercial
Court of First Instance in Cordoba 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 Casasola Mayorista 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 Casasola Mayorista's
accounting and banking records will be submitted in court.

Infobae did not state the general report submission date.

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

The debtor can be reached at:

          Casasola Mayorista S.A.
          La Rioja 1142, Ciudad de Cordoba
          Cordoba, Argentina

The trustee can be reached at:

          Hector Eduardo Iriarte
          Juan A. Lavalleja 1950, Ciudad de Cordoba
          Cordoba, Argentina


COMPANIA FRIGORIFICA: Claims Verification Deadline Is Aug. 6
------------------------------------------------------------
Maria M. Comba, the court-appointed trustee for Compania
Frigorifica del Plata SA's bankruptcy proceeding, verifies
creditors' proofs of claim until Aug. 6, 2007.

Ms. Comba will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 7 in Buenos Aires, with the assistance of Clerk
No. 13, 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 Compania Frigorifica 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 Compania
Frigorifica's accounting and banking records will be submitted
in court.

La Nacion did not state the reports submission dates.

Ms. Comba is also in charge of administering Compania
Frigorifica's assets under court supervision and will take part
in their disposal to the extent established by law.

The debtor can be reached at:

          Compania Frigorifica del Plata SA
          Alsina 1450
          Buenos Aires, Argentina

The trustee can be reached at:

          Maria M. Comba
          H. Irigoyen 1349
          Buenos Aires, Argentina


COMPANIA LATINOAMERICANA: Fitch Affirms BB+ Rating
--------------------------------------------------
Fitch Ratings has confirmed its BB+(arg) rating to Compania
Latinoamericana de Infraestructura & Servicios S.A.'s
Obligaciones Negociables for US$120 million (amount in
circulation is US$27.6 million).  It also assigned a BB+(arg)
rating to the following titles:

   -- US$15 million, maturity in 2008
   -- US$100 million, maturity in 2012

Fitch said the rating outlook is stable.

With same date, Fitch has withdrawn the rating of the ONs for
US$100 million (effective balance US$2.9 million), due to its
payment.

Compania Latinoamericana de Infraestructura & Servicios S.A.
(Clisa) is a holding company involved in passenger transport,
construction, road maintenance and environmental engineering.
The company operates in Buenos Aires, Argentina.


DAIMLERCHRYSLER: Taps Rainer Genes MBPC Production Planning Head
----------------------------------------------------------------
The DaimlerChrysler Board of Management has appointed Rainer
Genes, manager of the Bremen production plant, as the new head
of Production Planning Mercedes-Benz Passenger Cars, effective
June 1, 2007.  Rainer Genes will succeed Simon Boag, who will be
returning to Detroit, effective June 1, 2007.

"I would like to take this opportunity to thank Simon Boag for
his hard work and commitment over the past 15 months,
particularly in the ar-eas of standard inspections and
efficiency boosting," Rainer Schmuckle, COO of the Mercedes Car
Group, said.

Also on June 1, Peter Schabert, currently the director of the
Berlin production plant, will take over the responsibility for
the Bremen plant.

Thomas Uhr, at present head of the Production and Technology
Center "Casting and Metal Forming," will become the head of the
Berlin plant on June 1.

Based in Stuttgart, Germany, DaimlerChrysler AG --
http://www.daimlerchrysler.com/-- develops, manufactures,
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The Company has locations in Europe including some in Germany,
Belgium, Spain and Switzerland. Its operations in the Asia-
Pacific are in Thailand, China, Japan, Vietnam, India, Australia
and Indonesia. Its Latin American facilities are in Argentina,
Brazil, Mexico, and Venezuela.

DaimlerChrysler lowered its operating profit forecast for full-
year 2006 to be in the magnitude of EUR5 billion (US$6.4
billion) based on an expected full-year operating loss of
approximately EUR1 billion (US$1.2 billion) for its Chrysler
Group.

The Chrysler Group is facing a difficult market environment in
the United States with excess inventory, non-competitive legacy
costs for employees and retirees, continuing high fuel prices
and a stronger shift in demand toward smaller vehicles.  At the
same time, key competitors have further increased margin and
volume pressures - particularly on light trucks - by making
significant price concessions.  In addition, increased interest
rates caused higher sales & marketing expenses.  Chrysler Group
will take additional production cuts in the third and fourth
quarters to reduce dealer inventories and make way for its
current product offensive.


DAIMLERCHRYSLER: Net Profit Increases to EUR2 Bil. in First Qtr.
----------------------------------------------------------------
DaimlerChrysler AG reported a net profit of EUR1.97 billion on
revenues of EUR35.36 billion for the first quarter of 2007,
compared with a net profit of EUR781 million on revenues of
EUR37.4 billion for the first quarter of 2006.

DaimlerChrysler increased its EBIT (earnings before interest and
taxes) to EUR2.04 billion in the first quarter of this year,
compared with EBIT of EUR1.18 billion for the first quarter of
2006.  Earnings were reduced particularly by restructuring
expenses of EUR914 million related to the implementation of the
Chrysler Group's Recovery and Transformation Plan.  There were
additional charges of EUR120 million from the financial support
provided to troubled suppliers and EUR54 million from the
implementation of the new management model.  Income of
EUR1.56 billion, however, was realized in connection with
DaimlerChrysler's equity interest in the European Aeronautic
Defence and Space Company, partially offset by expenses of
EUR114 million from the Power8 restructuring program at EADS.

In the prior-year quarter, the discontinuation of the smart
forfour and headcount reductions at the Mercedes Car Group
caused expenses of EUR1.18 billion.  There were opposing effects
from the disposed off-highway business of EUR238 million and
from reductions in healthcare benefits at the Chrysler Group of
EUR390 million.

Improved operating results at the Mercedes Car Group and the
Truck Group largely offset the decline in earnings at the
Chrysler Group.

Within the context of the efficiency-improving programs,
measures were defined to further improve the utilization of
production facilities.  As a result, depreciation of property,
plant and equipment has been adjusted to the extended useful
lives.  In the first quarter of 2007, this led to a positive
impact on Group EBIT in an amount of EUR213 million; thereof
EUR151 million is considered at the Mercedes Car Group, EUR24
million at the Truck Group and EUR38 million at Van, Bus, Other.

             Unit Sales Below Prior-year Levels

In the first quarter of 2007, DaimlerChrysler sold 1.1 million
vehicles worldwide, 5% below the level of the prior-year
quarter.

At the end of the first quarter of 2007, DaimlerChrysler
employed a workforce of 356,749 people worldwide, compared to a
workforce of 368,853 at the end of the first quarter of 2006.
Of this total, 165,779 were employed in Germany and 91,170 were
employed in the United States.

At March 31, 2007, DaimlerChrysler AG and subsidiaries'
consolidated balance sheet showed EUR215.01 billion in total
assets, EUR174.96 billion in total liabilities, and $40.05
billion in total shareholders' equity.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with US$81.16 billion in total current assets
available to pay US$85.25 billion in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available
for free at http://researcharchives.com/t/s?1f37

Based in Stuttgart, Germany, DaimlerChrysler AG --
http://www.daimlerchrysler.com/-- develops, manufactures,
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The Company has locations in Europe including some in Germany,
Belgium, Spain and Switzerland. Its operations in the Asia-
Pacific are in Thailand, China, Japan, Vietnam, India, Australia
and Indonesia. Its Latin American facilities are in Argentina,
Brazil, Mexico, and Venezuela.

DaimlerChrysler lowered its operating profit forecast for full-
year 2006 to be in the magnitude of EUR5 billion (US$6.4
billion) based on an expected full-year operating loss of
approximately EUR1 billion (US$1.2 billion) for its Chrysler
Group.

The Chrysler Group is facing a difficult market environment in
the United States with excess inventory, non-competitive legacy
costs for employees and retirees, continuing high fuel prices
and a stronger shift in demand toward smaller vehicles.  At the
same time, key competitors have further increased margin and
volume pressures - particularly on light trucks - by making
significant price concessions.  In addition, increased interest
rates caused higher sales & marketing expenses.  Chrysler Group
will take additional production cuts in the third and fourth
quarters to reduce dealer inventories and make way for its
current product offensive.


DANA CORP: To Terminate Non-Union Pension Benefits on July 1
------------------------------------------------------------
Dana Corp. and its debtor-affiliates and the Official Committee
of Non-Union Retirees wish to avoid the expense and uncertainty
associated with litigating their disputes under Section
1113/1114 of the Bankruptcy Code.

Accordingly, the Debtors and the Retiree Committee agree to deem
resolved the Section 1113/1114 disputes, the Debtors' request to
terminate non-union pension benefits and the objections as to
all former employees who:

   -- while working for the Debtors were not represented or are
      not currently represented by a labor organization; and

   -- were receiving or eligible to receive Non-Pension Retiree
      Benefits from the Debtors as of March 31, 2007.

Any non-union employee that retired after March 31, 2007, is not
subject to the terms of the Stipulation but is subject to the
terms of the order authorizing the termination of the non-union
pension benefits entered on March 30, 2007.

Judge Lifland had authorized the Debtors to terminate, effective
as of April 1, 2007, all their non-pension retiree benefits for
non-union active employees that have not retired on or before
March 30, 2007.

The Debtors will terminate the non-union pension benefits
effective as of July 1, 2007, in consideration for the payment
of US$78,800,000 to fund a Voluntary Employees' Benefit
Association trust for the Non-Union Retirees.

The Debtors' obligation to contribute to the VEBA Trust will
have the status of an allowed administrative expense.

The Non-Union Retiree VEBA will bear all costs, fees and
expenses incurred for the creation of the Trust except with
respect to reasonable professional fees and expenses of Stahl
Cowen Crowley, LLC, the Retiree Committee's bankruptcy counsel,
and The Segal Company, the Retiree Committee's actuarial and
benefits claim.

The parties clarify that the Stipulation is not intended to
mandate or provide for the type, nature or duration of benefits
or payments that may be offered or provided by the Non-Union
Retiree VEBA.  All decisions with respect to the benefits will
be made within the sole discretion the trustees of the Non-Union
Retiree VEBA.

The parties mutually release all claims, lawsuits or causes of
actions they have against each other.

The parties further agree that the Debtors will provide the
Retiree Committee, at no cost, access to their counsel, their
actuary, and their human resources department for the formation
of the VEBA Trust.

The Debtors will provide information on life insurance
conversion options and will reasonably assist the non-union
retirees in the conversion of their life insurance policies;
provided that the Debtors will not be required to take any
actions that will result in the Debtors incurring out-of-pocket
expenses in respect of the assistance.

The Debtors will comply with Section 4980B of the Internal
Revenue Code of 1986 and the Employee Retirement Income Security
Act of 1974 with regard to making available to the non-union
retirees Consolidated Omnibus Budget Reconciliation Act
continuation coverage.

The Debtors will offer eligible non-union retirees an
opportunity to elect COBRA continuation coverage; the agreement,
however, will not apply if:

   (a) it is otherwise not required by, inconsistent with or
       contrary to applicable law;

   (b) the Debtors cease to provide any group health plan to
       their employees;

   (c) a non-union retiree fails to pay a COBRA premium; or

   (d) a non-union retiree becomes covered under any other group
       health plan.

As of May 7, 2007, there are approximately 7,300 non-union
retirees.  If it is later determined that the number of non-
union retirees increase by at least 100 individuals, then the
Debtors and the Retiree Committee, in consultation with the
Official Committee of Unsecured Creditors, will engage in good
faith negotiations to work out a fair and equitable compromise.

The Retiree Committee will elect or appoint a trustee or
trustees of the Non-Union Retiree VEBA.  The Debtors will have
no obligations regarding the establishment or administration of
the Non-Union Retiree VEBA.

The Retiree Committee agrees to support any Chapter 11 plan of
reorganization the Debtors may file, provided that that plan is
consistent with the terms of the Stipulation.

Claim Nos. 11384, 11388 though 11424, 11482 and 12912 filed by
the Retiree Committee will be deemed withdrawn.

                       About Dana Corp.

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in
the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies.  Dana employs 46,000
people in 28 countries.  Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually.  Dana has facilities in China in the Asia-
Pacific, Argentina in the Latin-American regions and Italy in
Europe.

The company and its affiliates filed for chapter 11 protection
on Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Sept. 30, 2005, the Debtors listed US$7,900,000,000 in total
assets and US$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represents the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP serves as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC serves as counsel to the Official Committee
of Non-Union Retirees.

The Debtors' exclusive period to file a plan expires on
Jan. 3, 2007.  They have until Mar. 5, 2007, to solicit
acceptances to that plan.

(Dana Corporation Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

Dominion Bond Rating Service downgraded Dana Corporation's Bank
Debt rating to D from CCC, and cut the Senior Unsecured Notes
rating to D from CC.  DBRS's rating action follows the company's
decision to file for Chapter 11 bankruptcy protection.  The
filing covers Dana and 40 U.S. subsidiaries of the company, and
excludes Dana's European, South American, Asia-Pacific,
Canadian, and Mexican subsidiaries.

Following Dana Corporation's announcement that it has filed for
Chapter 11 bankruptcy court protection and defaulted on its debt
agreements, Fitch downgraded Dana's issuer default rating to 'D'
from 'C'.

Fitch also affirms and removes from Rating Watch Negative the
'CC' rating and 'RR4' recovery rating on Dana's unsecured
notes.  These ratings will be withdrawn in 30 days.  The 'B-'
rating on the pre-petition senior secured facility and the
recovery rating of 'RR1' are being withdrawn, as the facility is
expected to achieve full recovery through the establishment of
US$1.45 billion in debtor-in-possession facilities.

Moody's Investors Service assigned B3 ratings to the US$1.45
billion debtor-in-possession financing of Dana Corporation as a
Debtor-in-Possession.  The DIP financing consists of a US$750
million super priority senior secured asset based revolving
credit and a US$700 million super priority senior secured term
loan B.


DANA CORP: Wants To Buy Manufacturing Plants in Stockton, Calif.
----------------------------------------------------------------
Dana Corp. and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to
purchase manufacturing plants located in Stockton, California,
and Danville, Kentucky, from their wholly owned non-debtor
subsidiary, Dana Commercial Credit Corporation.

Pursuant to separate purchase agreements, the Debtors will pay
US$1,327,210 for the Stockton Plant and US$6,108,365 for the
Danville Plant.

Moreover, the Purchase Agreements provides that DCCC will pay
one half of the expenses associated with title insurance for the
Plants and one half of an escrow agent's fees.  The Debtors will
pay the other half of the title insurance expenses and the
escrow agent fees.  DCCC will pay all transfer taxes associated
with the sale of the Plants and the Debtors will pay all the
recording fees associated with the transfer of the Plant's
ownership.

In connection with the purchase of the Plants, the real and
property leases associated with the Plants will be terminated
and no further claims will be due and owing under the Leases.

DCCC is in the process of winding down its business, Richard H.
Engman, Esq., at Jones Day, in New York, tells the Court.  In
connection with the winddown, the Debtors and DCCC agreed that
the Debtors would pay all rental payments due to DCCC under the
Leases associated with the Plants.

The Debtors currently pay DCCC US$45,013 per month in rent for
the Danville Plant and US$103,550 a month in rent for the
Stockton Plant, Mr. Engman says.

Mr. Engman asserts that pursuant to accounting rules, the
Debtors will show increased income once they purchase the Plants
resulting from the elimination of rental expense.  Purchasing
the Plants now, Mr. Engman notes, will accelerate the Debtors'
realization of the accounting benefits and make the Plants
available as collateral for any exit financing in the bankruptcy
cases.

The Debtors believe that the purchase price for the Plants is in
the range of likely market values for the Plants.

The Debtors also seek the Court's permission to waive any stay
of the effectiveness of the order approving the repurchase
request.  Mr. Engman says the Debtors would like to commence
closing the transactions as soon as possible to obtain the
accounting benefits contemplated under the transaction.

The Debtors would also like to avoid having to make lease
payments on June 1, 2007, which would ordinarily come due during
the automatic stay of effectiveness of the sought order,
Mr. Engman adds.

                       About Dana Corp.

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in
the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies.  Dana employs 46,000
people in 28 countries.  Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually.  Dana has facilities in China in the Asia-
Pacific, Argentina in the Latin-American regions and Italy in
Europe.

The company and its affiliates filed for chapter 11 protection
on Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Sept. 30, 2005, the Debtors listed US$7,900,000,000 in total
assets and US$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represents the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP serves as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC serves as counsel to the Official Committee
of Non-Union Retirees.

The Debtors' exclusive period to file a plan expires on
Jan. 3, 2007.  They have until Mar. 5, 2007, to solicit
acceptances to that plan.

(Dana Corporation Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

Dominion Bond Rating Service downgraded Dana Corporation's Bank
Debt rating to D from CCC, and cut the Senior Unsecured Notes
rating to D from CC.  DBRS's rating action follows the company's
decision to file for Chapter 11 bankruptcy protection.  The
filing covers Dana and 40 U.S. subsidiaries of the company, and
excludes Dana's European, South American, Asia-Pacific,
Canadian, and Mexican subsidiaries.

Following Dana Corporation's announcement that it has filed for
Chapter 11 bankruptcy court protection and defaulted on its debt
agreements, Fitch downgraded Dana's issuer default rating to 'D'
from 'C'.

Fitch also affirms and removes from Rating Watch Negative the
'CC' rating and 'RR4' recovery rating on Dana's unsecured
notes.  These ratings will be withdrawn in 30 days.  The 'B-'
rating on the pre-petition senior secured facility and the
recovery rating of 'RR1' are being withdrawn, as the facility is
expected to achieve full recovery through the establishment of
US$1.45 billion in debtor-in-possession facilities.

Moody's Investors Service assigned B3 ratings to the US$1.45
billion debtor-in-possession financing of Dana Corporation as a
Debtor-in-Possession.  The DIP financing consists of a US$750
million super priority senior secured asset based revolving
credit and a US$700 million super priority senior secured term
loan B.


DIEGO TRANS: Trustee To File Individual Reports in Court Today
--------------------------------------------------------------
Otmar F. Cavallo, the court-appointed trustee for Diego Trans
S.R.L.'s bankruptcy proceeding, will present creditors'
validated claims as individual reports in the National
Commercial Court of First Instance in Venado Tuerto, Santa Fe,
on May 18, 2007.

The court will determine if the verified claims are admissible,
taking into account the trustee's opinion and the objections and
challenges raised by Diego Trans and its creditors.

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

Mr. Cavallo verified creditors' proofs of claim until
April 11, 2007.

Mr. Cavallo will also submit to court a general report
containing an audit of Diego Trans' accounting and banking
records on July 31, 2007.

The debtor can be reached at:

          Diego Trans S.R.L.
          Italia 100, Diego de Alvear
          Santa Fe, Argentina

The trustee can be reached at:

          Otmar F. Cavallo
          Alvear 1438, Venado Tuerto
          Santa Fe, Argentina


DISTAR SRL: Proofs of Claim Verification Is Until July 18
---------------------------------------------------------
Abraham Elias Gutt, the court-appointed trustee for Distar SRL's
bankruptcy proceeding, verifies creditors' proofs of claim until
July 18, 2007.

Mr. Gutt will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 4 in Buenos Aires, with the assistance of Clerk
No. 8, 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 Distar 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 Distar's accounting
and banking records will be submitted in court.

La Nacion did not state the reports submission dates.

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

The debtor can be reached at:

          Distar SRL
          Maipu 359
          Buenos Aires, Argentina

The trustee can be reached at:

          Abraham Elias Gutt
          Tucuman 1484
          Buenos Aires, Argentina


NOBLE GROUP: Moody's Affirms Upcoming Bond Issue at Ba1
-------------------------------------------------------
Moody's Investors Service affirmed the Ba1 corporate family
rating and senior unsecured bond rating of Noble Group Ltd. The
outlook on both ratings is stable.

This affirmation follows Noble's announcement of its plan to
issue about US$200 million of zero coupon convertible bonds.
Proceeds from the bonds will mainly be used to refinance
existing short-term debt.

"Since the company's overall debt level is not expected to
increase, there is no immediate rating pressure," says Elizabeth
Allen, Moody's lead analyst for Noble.

"Noble's improved operating performance in the last six months
has not yet resulted in a strengthening of its credit profile
due to an increase in the company's debt to fund a combination
of increasing working capital requirements and fixed-asset
investments," says Ms. Allen.  "As a result, Noble's financial
position is at the lower end of its current Ba1 rating."

"While Noble continues to deliver high growth rate with 1Q07
revenues rising 47% compared to 1Q 2006, yet the company needs
to demonstrate it can continue to grow its earnings and cash
flow while limiting additional debt to fund its working capital
requirement," adds Ms. Allen.  "Failure to do so would pressure
the ratings."

Moody's will consider a rating downgrade if:

   1) Noble fails to sustain its profitability and improve its
      credit profile, such that retained cash flow/adjusted net
      debt is consistently below 12-15%;

   2) it adopts an aggressively debt-funded
      acquisition/investment plan for new businesses, thereby
      increasing its overall financial and business risk
      profile;

   3) there is material weakening in the company's balance sheet
      liquidity, with its cash balance plus available committed
      cash facilities falling below 15% of total assets, and/or
      its free cash falling below USD300m; and/or

   4) it incurs large trading or credit losses.

Headquartered in Hong Kong and listed on the Singapore Stock
Exchange, Noble Group Ltd is mainly engaged in the sourcing and
distribution of a wide range of commodity products in
agriculture, energy and metals as well as the logistics
management business.  It has over 70 offices in 42 countries
including Argentina, Brazil, Canada, Italy, Portugal, Spain,
Switzerland, Turkey, and the United States.


VITRAMED SRL: Trustee Verifies Proofs of Claim Until Aug. 6
-----------------------------------------------------------
Elena Beatriz Tancredo, the court-appointed trustee for Vitramed
S.R.L.'s reorganization proceeding, verifies creditors' proofs
of claim until Aug. 6, 2007.

The National Commercial Court of First Instance No. 6 in Buenos
Aires, with the assistance of Clerk No. 11, approved a petition
for reorganization filed by Vitramed, according to a report from
Argentine daily La Nacion.

Ms. Tancredo 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 Vitramed 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 Vitramed's accounting
and banking records will be submitted in court.

The debtor can be reached at:

          Vitramed S.R.L.
          R. E. de San Martin 4736
          Buenos Aires, Argentina

The trustee can be reached at:

          Elena Beatriz Tancredo
          Ecuador 1185
          Buenos Aires, Argentina


YPF SA: Acquires Bidding Rules for San Luis' Hydrocarbons Blocks
----------------------------------------------------------------
YPF SA has bought bidding rules for the three hydrocarbons
blocks being tendered by Argentine province San Luis, according
to a statement by the provincial government.

Business News Americas relates that the blocks include:

          -- 6,299-square-kilometer Bolson Beazley,
          -- 1,430-square-kilometer Bolson Estancia La Daisy,
             and
          -- 1,888-square-kilometer Bolson Pampa de Las Salinas.

Studies carried out during the 1970s indicated that the three
blocks showed positive results, BNamericas notes.

According to BNamericas, San Luis will sell bidding rules
through July.  It will accept technical bids in September.

Firms with approved technical bids will be able to present
economic bids in October.  The winning bidder will sign the
contract in December, the San Luis government said in a
statement.

Headquartered in Buenos Aires, Argentina, YPF S.A. (YPF) is an
integrated oil and gas company engaged in the exploration,
development and production of oil and gas, natural gas and
electricity-generation activities (upstream), the refining,
marketing, transportation and distribution of oil and a range of
petroleum products, petroleum derivatives, petrochemicals and
liquid petroleum gas (downstream).  The company is a subsidiary
of Repsol YPF, S.A., a Spanish company engaged in oil
exploration and refining, which holds 99.04% of its shares.  Its
international operations are conducted through its subsidiaries,
YPF International S.A. and YPF Holdings Inc.

                        *     *     *

Fitch Ratings assigned BB+ long-term issuer default rating on
YPF SA.  Fitch said the outlook is stable.

Moody's Investors Service assigned these ratings on YPF SA:

          -- B2 long-term foreign currency corporate family
             rating; and

          -- Ba2 foreign currency senior unsecured rating;

Moody's said the outlook was negative.


* ARGENTINA: Obtains US$40-Million Financing from IDB
-----------------------------------------------------
The Inter-American Development Bank has approved a US$40 million
loan to Argentina to promote environmental sustainability in the
productive sector.

The program will foster the adoption of cleaner production
practices by small and medium-sized enterprises -- SMEs -- as a
business environmental management strategy, especially in the
industrial sector, as well as promote mainstreaming
environmental management into the mining industry.

"Technical assistance will be provided to small and medium-sized
industries and to small miners and brick makers, to make their
processes and environmental performance more efficient," said
IDB Team Leader Maria Claudia Perazza.  "Staff of national and
provincial institutions will be trained to encourage the use of
preventive environmental management instruments."

"The program will also consolidate a framework for prevention
and remediation of negative environmental and social problems
related to the productive sector, particularly mining, by
generating specific instruments," added Ms. Perazza.  "The focus
will be to work with SMEs and small miners on the introduction
of measures that gradually reduce environmental impacts and
increase their productivity, such as better use of resources,
use of raw materials that are less harmful to the environment,
and use of environmentally friendly production technologies."

The program is also expected to have a positive impact on
working conditions by incorporating improved occupational health
and safety standards and creating opportunities to join the
formal economy.

Civil society organizations will be able to participate in
promoting the project, raising awareness, monitoring the project
and disseminating outcomes, both in cleaner production practices
by SMEs and in environmental management of mining activities.

The Secretariat of the Environment and Sustainable Development
and the National Secretariat of Mining of Argentina will carry
out the program.

The loan is for a 25-year term, with a six-year grace period, at
a variable interest rate.

Local counterpart funds for this loan total US$10 million.

                        *     *     *

Fitch Ratings assigned these ratings on Argentina:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     B+      Aug. 1, 2006
   Local Currency
   Long Term Issuer    B       Aug. 1, 2006
   Short Term IDR      B       Dec. 14, 2005
   Long Term IDR       RD      Dec. 14, 2005




=============
B A H A M A S
=============


TUPPERWARE BRANDS: Board Declares 22 Cents Per Share Dividend
-------------------------------------------------------------
Tupperware Brands Corporation's board of directors declared the
company's regular quarterly dividend of 22 cents per share,
payable on July 6, 2007, to shareholders of record as of
June 14, 2007.  In addition, the board authorized today the
repurchase over the next five years of up to US$150 million of
its common shares.  The company intends to repurchase shares
using stock option proceeds, which will partially offset
dilution related to the options.

                   About Tupperware Brands

Tupperware Brands Corporation -- http://www.tupperware.com/--
is a global direct seller of premium, innovative products across
multiple brands and categories through an independent sales
force of approximately 1.9 million.  Tupperware's product brands
and categories include design-centric preparation, storage and
serving solutions for the kitchen and home through theTupperware
brand and beauty and personal care products through its Avroy
Shlain, BeautiControl, Fuller, NaturCare, Nutrimetics, Nuvo and
Swissgarde brands.

The company has operations in Indonesia, Argentina, Australia,
Bahamas, Brazil, China, France, Germany, Philippines, Spain, and
Sweden, among others.

                        *     *     *

As reported on April 9, 2007, Standard & Poor's Ratings Services
raised its recovery ratings on the senior secured credit
facilities of Tupperware Brands Corp. to '2' from '3',
indicating the expectation for substantial (80%-100%) recovery
of principal in the event of a payment default.

S&P also affirmed the corporate credit and loan ratings at 'BB'.




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


INTELSAT LTD: March 31 Balance Sheet Upside-Down by US$644.3MM
--------------------------------------------------------------
Intelsat, Ltd.'s March 31 balance sheet showed total assets of
US$12.1 billion, total liabilities of US$12.8 billion, resulting
in a stockholders' equity deficit of US$644.3 million.

Results for the first quarter of 2007 reflect the impact of the
July 3, 2006, acquisition of PanAmSat Holding Corporation, which
was subsequently renamed Intelsat Holding Corporation.  Results
for the first quarter of 2006 are not pro forma for the PanAmSat
Acquisition.

Net loss of US$115.1 million for the three months ended
March 31, 2007, increased by US$25.0 million as compared to the
US$90.1 million of net loss for the three months ended
March 31, 2006.  The net loss reflects higher operating income
as a result of the acquired PanAmSat operations, offset by
higher net interest expense, which increased US$174.9 million to
US$280.7 million for the three months ended March 31, 2007 from
US$105.8 million for the same period in 2006.  The increase in
interest expense was principally due to the incurrence and
acquisition of additional debt in the PanAmSat Acquisition.
Interest expense during the three months ended March 31, 2007,
also included US$28.1 million associated with the write-off of
financing costs associated with refinancing activity and a
US$10.0 million redemption premium on the US$1.0 billion of
notes that were redeemed as part of the refinancing.

Intelsat, Ltd. reported revenue of US$518.2 million and a net
loss of US$115.1 million for the quarter ended March 31, 2007.
The company also reported Intelsat, Ltd. EBITDAi, or earnings
before interest, taxes and depreciation and amortization, for
the quarter of US$365.6 million.  The company reported Adjusted
EBITDA for Intelsat Bermuda of US$390.1 million, or 75 percent
of revenue, for the same quarterly period.

"First quarter results speak to the competitive global
positioning of Intelsat and the favorable momentum in our
industry," said Chief Executive Officer David McGlade.  "Our
services are in demand from network services customers, with
growth applications such as corporate networking and Internet
backbone access driving increased capacity requirements.  The
value of our video franchise continues to build, with new
channels added to our leading North American ethnic video
neighborhood, and important expansions to our direct-to-home
platforms in international markets.  Finally, our continued
strong revenue backlog of US$8.1 billion provides solid evidence
of the predictability of our future revenue streams.

"As we look ahead, Intelsat is poised to drive further operating
efficiencies as we complete the integration of the PanAmSat
assets, and we are executing a strategy that capitalizes on
favorable growth trends in applications and geographic segments
in which Intelsat is well-positioned," Mr. McGlade continued.
"The successful launch of the Galaxy 17 satellite on
May 4, 2007, supports this effort as we invest in our fleet and
provide our customers refreshed capacity at key orbital
locations.  Our integration activities are on-track, and we
expect to begin realizing more significant cost reductions later
this year as our operations centers move to a single platform."

                      Financial Results

Total revenue of US$518.2 million increased US$237.8 million, or
85 percent, for the three months ended March 31, 2007, from
US$280.4 million for the three months ended March 31, 2006.  The
operations of the former PanAmSat business contributed
approximately US$215.6 million to the increase in revenue,
including US$18.3 million for the operations of the G2 Satellite
Solutions government business, which was sold to Intelsat
General at the closing of the PanAmSat Acquisition.

Total revenue of US$518.2 million in the first quarter of 2007
advanced 5 percent as compared to the sum of reported revenues
(unadjusted) for Intelsat, Ltd. and PanAmSat Corporation for the
first quarter of 2006, or US$280.4 million and US$213.2
respectively.  Growth trends included increased sales of
transponder services, formerly known as lease services, and
managed solutions to network services customers, with revenue
increases generated by existing and new customers in Africa, the
Middle East and North America.

Transponder services revenue increased US$206.8 million to
US$396.6 million for the three months ended March 31, 2007, as
compared to US$189.8 million for the three months ended
March 31, 2006.  The growth was primarily due to revenues
associated with the acquired operations of the former PanAmSat
business of US$192.4 million, including US$12.3 million in G2
transponder services revenue, as well as growth of US$14.4
million, driven by applications such as broadband, corporate
networks, and wireless expansion services sold to network
services customers.

Managed solutions revenue increased US$27.0 million to US$58.3
million for the three months ended March 31, 2007, from US$31.3
million for the three months ended March 31, 2006.  Primary
contributors to this growth were US$14.8 million of managed
solutions revenues associated with the acquired operations of
the former PanAmSat business, including US$3.4 million in G2
managed solutions revenues, and new service growth of US$12.2
million generated by sales of private line and Internet backbone
access services.

Channel revenues of US$43.6 million in the first quarter of 2007
declined by US$5.0 million from US$48.6 million in the first
quarter of 2006, reflecting the continuing decline of this
legacy product.  Mobile satellite services, or MSS, and other
revenue increased by US$9.0 million, to US$19.7 million for the
three months ended March 31, 2007, as compared to US$10.7
million in the prioryear comparable period.  The primary
contributor to this growth was increases in satellite-related
services revenue of US$10.3 million, of which US$8.4 million was
related to the operations of the former PanAmSat business,
including US$2.6 million in G2 satellite-related services
revenue.  This increase was partially offset by reduced usage of
mobile satellite services sold to customers of Intelsat General
Corporation, which declined US$1.3 million to US$6.1 million for
the three months ended March 31, 2007.

Total operating expenses for the three months ended
March 31, 2007, increased US$93.8 million to US$343.4 million,
from US$249.7 million in the same period in 2006, with the
increase primarily due to the impact of the acquired PanAmSat
operations.

Direct cost of revenue increased by US$27.9 million, or 51%, to
US$83.0 million for the three months ended March 31, 2007, from
US$55.1 million for the same period in 2006.  The acquired
operations of PanAmSat accounted for substantially all of the
increase.  Increases included higher expenses of US$6.9 million
related to increased staff as a result of the acquisition, and
increases in cost of sales of US$11.1 million due to higher
costs associated with increased satellite-related services
revenue.  Other increased costs relating to the PanAmSat
acquisition included higher earth station operating expenses of
US$5.0 million and higher occupancy expenses of US$2.2 million.
Other increases included US$2.2 million in insurance costs
related to the launch of the Galaxy 16 satellite launched in
June 2006.

Selling, general and administrative expense for the first
quarter of 2007 was US$58.2 million, an increase of US$18.3
million, or 46 percent, from US$40.0 million in the three months
ended March 31, 2006.  The increase was due to costs associated
with the acquired operations of PanAmSat, including US$6.3
million of higher staff, occupancy, licensing fees, and
provisions for delinquent accounts associated with receivables
acquired in the PanAmSat Acquisition.  In addition, professional
fees increased by US$8.5 million to support the integration of
the businesses and transaction and financing related activity
during the first quarter of 2007.  In the first quarter of 2007,
the company also incurred approximately US$4.8 million in
restructuring costs associated with the PanAmSat Acquisition, as
compared to no expense for these items in the first quarter of
2006.

Depreciation and amortization increased by US$41.0 million, or
27%, to US$195.6 million for the three months ended
March 31, 2007, from US$154.6 million for the three months ended
March 31, 2006.  The increase primarily resulted from the
PanAmSat Acquisition: an increase of US$53.8 million of
satellite depreciation due to the addition of PanAmSat's 24
satellites to our fleet; and an increase of US$14.1 million in
amortization of intangible assets acquired in the PanAmSat
Acquisition.  These increases were offset by a US$21.3 million
reduction for two satellites that were fully depreciated at the
end of 2006 and a US$1.5 million decrease in depreciation for
ground segment assets related to the retirement of obsolete
assets during the later part of 2006.

The non-cash portion of interest expense was US$18.0 million,
which included the amortization and accretion of discounts and
premiums recorded on existing debt.  This was partially offset
by higher total capitalized interest for the period of US$11.7
million, as compared to US$2.4 million during the three months
ended March 31, 2006.

                 EBITDA, Adjusted EBITDA and
                   Other Financial Metrics

Intelsat, Ltd., EBITDA of US$365.6 million, or 71% of revenue,
for the three months ended March 31, 2007 reflected an increase
of US$185.8 million from US$179.8 million, or 64% of revenue,
for the same period in 2006.  This increase was primarily due to
the net impact of the acquired PanAmSat operations.

Intelsat Bermuda's adjusted EBITDA increased US$185.3 million to
US$390.1 million, or 75% of revenue, for the three months ended
March 31, 2007, from US$204.8 million, or 73% of revenue, for
the same period in 2006.

            Free Cash Flow And Capital Expenditures

Intelsat incurred negative free cash flow from operationsi of
US$19.2 million during the quarter ended March 31, 2007.  Free
cash flow from operations is defined as net cash provided by
operating activities, less payments for satellites and other
property, plant and equipment and associated capitalized
interest.  Payments for satellites and other property and
equipment during the three months ended March 31, 2007 included
US$131.4 million for capital expenditures.

Following the launch of the Galaxy 17 satellite as described
above, the company currently has orders outstanding for seven
satellites, which will be built over a period of two years and
two of which will be launched by the end of 2007.  For the
remainder of 2007, the company expects its remaining capital
expenditures to be approximately US$481.0 million, mostly
related to the construction and launch activities of the
satellites on order and US$28.6 million in integration related
activities.  As a result of the above factors, the company
continues to expect that capital expenditures in 2007 will total
approximately US$615.0 million.  At March 31, 2007, Intelsat's
backlog, representing expected future revenue under contracts
with customers, was US$8.1 billion.  At Dec. 31, 2006,
Intelsat's backlog was US$8.1 billion.

                     About Intelsat Ltd.

Headquartered in Bermuda, Intelsat, Ltd. --
http://www.intelsat.com/-- offers telephony, corporate network,
video and Internet solutions around the globe via capacity on 25
geosynchronous satellites in prime orbital locations.
Customers in about 200 countries rely on Intelsat's global
satellite, teleport and fiber network for high-quality
connections, global reach and reliability.

At Dec. 31, 2006, Intelsat Ltd.'s balance sheet reflected total
assets of USUS$12.4 billion and total liabilities of USUS$12.9
billion, resulting to a stockholders' deficit of USUS$541.3
million.  Accumulated deficit as of Dec. 31, 2006, stood at
USUS$571.2 million.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 18, 2007, Fitch Ratings affirmed Intelsat, Ltd.'s Issuer
Default Rating at 'B'.  Fitch said the rating outlook was
stable.

Fitch assigned these new ratings on Intelsat, Ltd. (Bermuda):

   -- US$600 million senior unsecured floating-rate notes due
      2015 'CCC+/RR6'; and

   -- Proposed US$1 billion guaranteed senior unsecured term
      loan due 2014 'BB-/RR2'.

Fitch affirmed these ratings:

Intelsat (Bermuda), Ltd.:

   -- Issuer Default Rating 'B';
   -- Senior unsecured guaranteed notes 'BB-/RR2'; and
   -- Senior unsecured non-guaranteed notes 'CCC+/RR6'.

Intelsat Intermediate Holding Company, Ltd:

   -- Issuer Default Rating 'B'; and
   -- Senior unsecured discount notes 'B-/'RR5'.

Intelsat Subsidiary Holding Company, Ltd.:

   -- Issuer Default Rating 'B';
   -- Senior secured credit facilities 'BB/RR1'; and
   -- Senior unsecured notes 'BB-/RR2'.

Intelsat Corp:

   -- Issuer Default Rating 'B';
   -- Senior secured credit facilities 'BB/RR1';
   -- Senior secured notes 'BB/RR1'; and
   -- Senior unsecured notes 'B/RR4'.

In addition, Fitch withdrew these ratings due to its
refinancing:

Intelsat (Bermuda), Ltd:

   -- US$600 million senior unsecured credit facility CCC+/RR6'.

Intelsat Holding Corporation (PanAmSat Holding Corporation):

   -- Issuer Default Rating 'B.


SCOTTISH RE: Dean Miller Resigns as CFO Effective Today
-------------------------------------------------------
Scottish Re Group Limited disclosed that Dean E. Miller,
Executive Vice President and Chief Financial Officer, will be
leaving the company effective May 18, 2007.

"Dean helped guide Scottish Re through a difficult and turbulent
period in its history culminating in the successful completion
of the US$600 million equity investment transaction by
MassMutual Capital Partners LLC and affiliates of Cerberus
Capital Management, L.P.," said Paul Goldean, Chief Executive
Officer of Scottish Re Group Limited.  "With the transaction
completed we are well positioned for the next chapter in the
company's business development and I am grateful to Dean for
helping us get to this point.  Dean's knowledge of the global
life reinsurance business, coupled with his extensive general
management and operating experience greatly benefited our
company during his tenure.  On behalf of the board of directors
and the employees of Scottish Re, we thank Dean for his service
and wish him every success in his future endeavors."

Scottish Re plans to announce the appointment of a successor to
Mr. Miller shortly.

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a
global life reinsurance specialist.  Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, the
United Kingdom, United States, and Singapore.  Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (US), Inc.  Scottish Re
Capital Markets, Inc., a member of Scottish Re Group Ltd., is a
registered broker dealer that specializes in securitization of
life insurance assets and liabilities.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 10, 2007, Fitch Ratings has revised the Rating Watch on
these ratings of Scottish Re Group Ltd. (NYSE:SCT) to Positive
from Evolving:

     -- Issuer Default Rating 'B+';
     -- 7.25% Non-cumulative perpetual preferred stock 'B-/RR6'.

The Rating Watch on SCT was revised following the completion of
the US$600 million investment transaction with MassMutual
Capital Partners LLC, and affiliates of Cerberus Capital
Management, L.P.

As reported in the Troubled Company Reporter-Latin America on
May 9, 2007, Standard & Poor's Ratings Services raised its
counterparty credit rating on Scottish Re Group Ltd. to 'B+'
from 'B' and removed it from CreditWatch with developing
implications, where it was placed on Dec. 6, 2006.




=============
B O L I V I A
=============


BRASKEM SA: Investing US$1.5B in Building Three Bolivian Plants
---------------------------------------------------------------
Braskem S.A. has been meeting with Bolivian officials over plans
to invest about US$1.5 billion for the construction of three
petrochemical plants in the country, Bolivian hydrocarbons
ministry said in a statement.

Business News Americas relates that Braskem's vice president of
development of international projects Roberto Ramos, along with
the company's other high-ranking executives, met with Bolivian
hydrocarbons and energy minister Carlos Villegas.

The project would involve two polyethylene plants and one
ethylene facility, Mr. Ramos told BNamericas.

According to BNamericas, the plants would run on five million
cubic meters per day of natural gas.  Discussions during the
meetings have concentrated on gas availability and prices, "with
the location of the project being linked closely to this."

Mr. Ramos told BNamericas that despite the nationalization of
the oil sector in Bolivia, Braskem is not afraid about investing
in the nation, partly due to the good relations between Bolivia
and Brazil.  The project had been studied since 2003.

Minister Villegas and Braskem will hold another meeting on the
subject within a month, BNamericas states.

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+'.


* BOLIVIA: In Talks with Braskem on Constructing Three Plants
-------------------------------------------------------------
The Bolivian hydrocarbons ministry said in a statement that the
country's officials have been meeting with Braskem S.A. over a
planned investment of US$1.5 billion for the construction of
three petrochemical plants in the country.

Business News Americas relates that Braskem's vice president of
development of international projects Roberto Ramos, along with
the company's other high-ranking executives, met with Bolivian
hydrocarbons and energy minister Carlos Villegas.

The project would involve two polyethylene plants and one
ethylene facility, Mr. Ramos told BNamericas.

According to BNamericas, the plants would run on five million
cubic meters per day of natural gas.  Discussions during the
meetings have concentrated on gas availability and prices, "with
the location of the project being linked closely to this."

Mr. Ramos told BNamericas that despite the nationalization of
the oil sector in Bolivia, Braskem is not afraid about investing
in the nation, partly due to the good relations between Bolivia
and Brazil.  The project had been studied since 2003.

Minister Villegas and Braskem will hold another meeting on the
subject within a month, BNamericas states.

                        About Braskem

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.

                        *     *     *

Fitch Ratings assigned these ratings on Bolivia:

                     Rating     Rating Date

   Country Ceiling    B-       Jun. 17, 2004
   Long Term IDR      B-       Dec. 14, 2005
   Local Currency
   Long Term Issuer


* BOLIVIA: Ministry Creates Dept. for Energy Policies & Activity
----------------------------------------------------------------
The Bolivian hydrocarbons ministry has formed a new department
in charge with creating new policies and planning energy
activity in the nation, government news agency Agencia Boliviana
de Informacion reports.

Business News Americas relates that the energy planning and
development department will be composed of:

          -- energy research and potential markets unit that
             will define prices; and

          -- energy planning and integration unit.

According to BNamericas, the department will manage exploration
and production as well as the commercialization and
industrialization departments.

Hortensia Jimenez, the ministry's general director of
hydrocarbons, is supervising the appointment of the new
department director, BNamericas states.

                        *     *     *

Fitch Ratings assigned these ratings on Bolivia:

                     Rating     Rating Date

   Country Ceiling    B-       Jun. 17, 2004
   Long Term IDR      B-       Dec. 14, 2005
   Local Currency
   Long Term Issuer


* BOLIVIA: Wilmer Cardozo Doubts PDVSA's Hydrocarbons Expertise
---------------------------------------------------------------
Bolivian parliamentarian Wilmer Cardozo told El Universal that
Venezuelan state-run oil firm Petroleos de Venezuela doesn't
have sufficient expertise in hydrocarbons.

Brazilian state oil company Petroleo Brasileiro SA and all of
the corporations operating in Bolivia operate in Venezuela too,
El Universal notes, citing Mr. Cardozo.

Agence France-Presse relates that rightwing opposition activists
in Bolivia were concerned at the envisioned launching of
Petroleos de Venezuela in the nation, saying that it is against
the laws governing bidding processes and contracting.

El Universal notes that Bolivia is implementing an oil
exploration and production plan where state-run company
Yacimientos Petroliferos Fiscales Bolivianos could bolster a
partnership with Petroleos de Venezuela.

Mr. Cardozo "rejected the non-disclosure of the types" of
accords Bolivia will sign with Petroleos de Venezuela, El
Universal states.

               About Petroleos de Venezuela

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.

                        *     *     *

Fitch Ratings assigned these ratings on Bolivia:

                     Rating     Rating Date

   Country Ceiling    B-       Jun. 17, 2004
   Long Term IDR      B-       Dec. 14, 2005
   Local Currency
   Long Term Issuer




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


BANCO G&T: S&P Holds Currency Counterparty & CD Ratings at BB-/B
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-/B' foreign
currency counterparty and CD ratings on Banco G&T Continental
S.A.  The outlook remains stable.  At the same time, S&P
affirmed its 'BBB-' Survivability Assessment on G&T Continental.

"The affirmation reflects our expectations that G&T
Continental's acquisition of Banco de Exportación S.A. will be
funded with a prudent amount of equity and equity-like capital
that will maintain capitalization levels adequate for the rating
category," said Standard & Poor's credit analyst Leonardo Bravo.

S&P expect that current and expected net capital injections, as
well as the issuance of hybrid instruments with strong equity
content, should be enough to improve the bank's capitalization
toward more reasonable levels.  S&P also expect debt at the
holding company to be extinguished in the next three years.  The
ratings could be lowered if any of the aforementioned components
do not strengthen the bank's capitalization, or if asset
quality, profitability, or liquidity deteriorates.  In addition,
S&P expect the bank will improve its capabilities of handling
operational risks.


BANCO NACIONAL: Grants BRL145.4-Million Loan to Jari Celulose
-------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social aka BNDES'
directors approved a BRL145.4 million financing to Jari Celulose
S.A, a company of the Orsa Group.  The funds will be used for
modernization of the industrial unit Monte Dourado, municipality
of Almerim and for plantation of up to 33.7 thousand hectares of
eucalyptus forests in the period 2006 to 2008.

BNDES participation corresponds to 70% of the total cost, of
BRL207 million.  The major project impact shall be to maintain
the company's international competitiveness, with basis on the
production cost reduction that shall result from industrial
investments and increased profitability of its forest assets.
The plant operation will also enable environmental benefits.
Reduced consumption, specifically, of wood, chemical products
and energy will also reduce effluents (industrial activity
residues) and enable better control over their emission.

The investments, divided in industrial and forest projects, will
allow, besides environmental improvements, higher operational
efficiency, with cost reduction and generation of foreign
currency to the country.  The project, which is in its execution
phase, will expand the plant pulp production capacity from 364.2
thousand tons to 410 thousand tons by 2009.

The comparative advantages resulting from these investments
include, among others, reduced distance between forest and
plant, in relation to other Brazilian pulp producers active in
the market, the great extension of land available for expansion
of plantation and sustainable handling projects, besides a
private port, near the pulp plant.

The forest project foresees increased forest basis -- Jari
Celulose owns a 132,000 thousand hectares area authorized for
plantation, with only 58 thousand hectares currently planted --
and increased forest average age.

The program includes forest fomentation, a structure form to
sustain forest preservation. The contract assures future
purchase of wood by Jari, which supplies eucalyptus saplings at
no cost.  The other raw materials and financial advances to
fomented parties are deducted upon the purchase of wood.  Jari
Forest Fomentation technical team monitors all activities
performed.  The scheme allows fomented parties to have an
alternative income and ensures wood supply to the company on a
sustainable basis.  The company is planning to plant 600
hectares in 2007, which should be increased to 2 thousand
hectares in the following years.

                       Social Projects

The Orsa Group companies allocate 1% of their annual gross
invoicing to Fundacao Orsa [Orsa Foundation], which mission is
to promote full formation of children and teen-agers living in a
situation of personal and social risk.  Known as "seed
resource," the investment guarantees basic conditions to manage
the initiatives and offers comfort for the planning and
development of a more effective social work in the long-term.

                           Market

The paper and pulp industry is important for the generation of
foreign currency to Brazil.  In 2006, it reached a trade balance
of US$2.9 billion.  A similar figure is projected for this year.
Brazil is the sixth larger pulp producer, worldwide.  The 220
sector companies directly employ 110 thousand people.

The forest is the major responsible for the Brazilian
competitiveness.  The rapid growth of trees, biotechnological
developments and forestry handling systems provide national
manufacturers with competitive advantages in pulp production.

                         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.


BAUSCH & LOMB: Inks US$4.5 Bil. Merger Deal with Warburg Pincus
---------------------------------------------------------------
Bausch & Lomb Inc. entered into a definitive merger agreement
with affiliates of Warburg Pincus, the global private equity
firm, in a transaction valued at approximately US$4.5 billion,
including approximately US$830 million of debt.

Under the terms of the agreement, affiliates of Warburg Pincus
will acquire all of the outstanding shares of Bausch & Lomb
common stock for US$65 per share in cash.  This represents a
premium of approximately 26% over the volume weighted average
price of Bausch & Lomb's shares for 30 days prior to press
reports of rumors regarding a potential acquisition of the
company.

Bausch & Lomb's Board of Directors, following the recommendation
of a Special Committee composed entirely of independent
directors, has unanimously approved the agreement and recommends
that Bausch & Lomb shareholders approve the merger.

"After extensive negotiations and careful and thorough analysis,
together with our independent advisors, the Special Committee
and our board have unanimously endorsed this transaction as in
the best interest of the Company and our shareholders," William
H. Waltrip, lead director and chairman of the Special Committee
of the Bausch & Lomb Board of Directors, said.  "We are pleased
that this transaction appropriately recognizes the value of
Bausch & Lomb's highly respected brand and innovative products
in the eye care industry, while providing our shareholders with
an immediate and substantial cash premium for their investment
in Bausch & Lomb."

"We believe this transaction with Warburg Pincus is good for the
Company's employees, partners in the eye care profession, and
customers, as well as our shareholders," Ronald L. Zarrella,
chairman and CEO of Bausch & Lomb, said.  "As a private company,
Bausch & Lomb will have greater flexibility to focus on our
long-term strategic direction to be a global leader in providing
innovative and technologically advanced eye health products to
eye care professionals and consumers.  We are proud to partner
with Warburg Pincus, a distinguished firm with a strong
reputation and proven track record of success in acquiring and
guiding healthcare companies.  Warburg Pincus understands our
industry and our business well, and will be a tremendous asset
as we build upon our leadership position and continue to
implement our strategic plan to deliver enhanced value for our
customers worldwide.  The firm shares our confidence in Bausch &
Lomb's future and will support our people in achieving our long-
term goals.  Our success is driven by the ongoing efforts of our
talented employees around the world and I thank them for their
continued hard work and dedication.  We look forward to working
with Warburg Pincus to quickly complete the transaction."

"Bausch & Lomb is an exceptional company, with significant
potential and a strong commitment to its employees, partners and
customers worldwide," Elizabeth H. Weatherman, a Warburg Pincus
managing director, said.

Ms. Weatherman, who leads the firm's medical device investment
activities, added, "This investment reflects a unique blend of
our deep domain expertise in medical technology, pharmaceuticals
and healthcare, which has been a focus area for Warburg Pincus
since 1973."

The transaction is subject to certain closing conditions,
including the approval of Bausch & Lomb's shareholders,
regulatory approvals and the satisfaction of other customary
closing conditions.  There is no financing condition to
consummate the transaction.  Bausch & Lomb expects to hold a
Special Meeting of Stockholders to consider and vote on the
proposed merger and merger agreement, among other things.  The
transaction is expected to close promptly following the
satisfaction of all closing conditions.

Under the merger agreement, Bausch & Lomb may solicit superior
proposals from third parties during the next 50 calendar days.
To the extent that a superior proposal solicited during this
period leads to the execution of a definitive agreement, Bausch
& Lomb would be obligated to pay a US$40 million break-up fee to
affiliates of Warburg Pincus.  In accordance with the agreement,
the Board of Directors of Bausch & Lomb, through its Special
Committee and with the assistance of its independent advisors,
intends to solicit superior proposals during this period.  In
addition, Bausch & Lomb may, at any time, subject to the
provisions of the merger agreement, respond to unsolicited
proposals.  Bausch & Lomb advises that there can be no assurance
that the solicitation of superior proposals will result in an
alternative transaction.

Bausch & Lomb does not intend to disclose developments with
respect to this solicitation process unless and until its Board
of Directors has made a decision regarding any alternative
proposals.

Morgan Stanley & Co. Incorporated is acting as financial advisor
to the Special Committee of the Bausch & Lomb Board of Directors
and has delivered a fairness opinion.  Wachtell Lipton Rosen &
Katz is acting as legal counsel to the Special Committee in this
transaction.  Banc of America, Citi, Credit Suisse and JPMorgan
served as the financial advisors to Warburg Pincus, and Cleary
Gottlieb Steen & Hamilton LLP is acting as legal advisor to
Warburg Pincus.

                     About Bausch & Lomb

Bausch & Lomb (NYSE:BOL) -- http://www.bausch.com/-- is the eye
health company, dedicated to perfecting vision and enhancing
life for consumers around the world.  Its core businesses
include soft and rigid gas permeable contact lenses and lens
care products, and ophthalmic surgical and pharmaceutical
products.  The Bausch & Lomb name is one of the best known and
most respected healthcare brands in the world.  Founded in 1853,
the company is headquartered in Rochester, New York, and employs
approximately 13,000 people worldwide.  Its products are
available in more than 100 countries.

The company manages its business through five business segments,
which include three regional commercial segments: the Americas;
Europe, Middle East and Africa (Europe), and Asia, and two
centralized functions: Global Operations and Engineering, and
Research and Development.  The company's international
operations include Brazil, Mexico, Australia, China, France, and
Germany, among others.


BAUSCH & LOMB: US$4.5 Bil. Warburg Deal Cues S&P to Cut Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Bausch
& Lomb Inc. and placed them on CreditWatch with negative
implications.  The corporate credit rating was lowered to 'BB+'
from 'BBB'.

"These actions reflect the announcement that B&L has entered
into a definitive merger agreement with affiliates of Warburg
Pincus in a transaction valued at about $4.5 billion, including
about US$830 million of debt," explained Standard & Poor's
credit analyst Cheryl Richer.  "The transaction is subject to
certain closing conditions, including the approval of B&L
shareholders, regulatory approvals, and the satisfaction of
other customary closing conditions."

Even if the transaction is not consummated (B&L may solicit
superior proposals from third parties during the next 50
calendar days under the merger agreement), management's
willingness to aggressively increase leverage to this extent is
not commensurate with an investment-grade rating.

Credit metrics were already marginally weak for the prior rating
as a result of the ReNu with MositureLoc recall.  Financial
strengthening, anticipated as the company rebuilds its brand
name and expands sales in unaffected lines of business, will be
insufficient to offset the increase in debt.  Pro forma for an
additional US$830 million of debt at year-end 2006, debt to
EBITDA would increase to 5.7x--a level more characteristic of a
rating that is more than one notch lower than the current 'BB+'
rating--from the actual 3.1x.  Standard & Poor's will monitor
the progress of this transaction to determine the extent to
which the rating will decline.

                    About Bausch & Lomb

Bausch & Lomb (NYSE:BOL) -- http://www.bausch.com/-- is the eye
health company, dedicated to perfecting vision and enhancing
life for consumers around the world.  Its core businesses
include soft and rigid gas permeable contact lenses and lens
care products, and ophthalmic surgical and pharmaceutical
products.  The Bausch & Lomb name is one of the best known and
most respected healthcare brands in the world.  Founded in 1853,
the company is headquartered in Rochester, New York, and employs
approximately 13,000 people worldwide.  Its products are
available in more than 100 countries.

The company manages its business through five business segments,
which include three regional commercial segments: the Americas;
Europe, Middle East and Africa (Europe), and Asia, and two
centralized functions: Global Operations and Engineering, and
Research and Development.  The company's international
operations include Brazil, Mexico, Australia, China, France, and
Germany, among others.


BAUSCH & LOMB: Fitch Holds Watch Neg. Despite Warburg Sale Pact
---------------------------------------------------------------
Following the announcement that Bausch & Lomb (NYSE: BOL) has
entered into a definitive agreement with affiliates of Warburg
Pincus to be acquired for approximately US$4.5 billion,
including approximately US$830 million of debt, Fitch maintains
its Negative Rating Watch on BOL.  The transaction would
significantly increase leverage and likely result in a multiple-
notch downgrade.  As currently contemplated, the transaction
would result in an Issuer Default Rating of no higher than
'BB-'.  Fitch now has an IDR of 'BBB-' on BOL and first placed
BOL on Negative Watch on April 12, 2006.  The Negative Watch
also reflects the fact that BOL has yet to file its first-
quarter 2007 10Q.

According to the agreement, BOL may shop for superior offers
during the next 50 calendar days.  Should BOL enter into a
superior agreement, Fitch will evaluate its impact on BOL's
credit rating at that time.  In addition, the current agreement
includes a US$40 million break-up fee.

Fitch's ratings for BOL are as:

     -- Issuer Default Rating 'BBB-';
     -- Bank credit facilities 'BBB-';
     -- Senior unsecured notes 'BBB-'.

Headquartered in Rochester, New York, Bausch & Lomb Inc.
(NYSE:BOL) -- http://www.bausch.com/-- develops, manufactures,
and markets eye health products, including contact lenses,
contact lens care solutions, and ophthalmic surgical and
pharmaceutical products.  The company is organized into three
geographic segments: the Americas; Europe, Middle East, and
Africa; and Asia (including operations in India, Australia,
China, Hong Kong, Japan, Korea, Malaysia, the Philippines,
Singapore, Taiwan and Thailand).  In Latin America, the company
has operations in Brazil and Mexico.


BRASKEM SA: Closes DMT Production Facility in Camacari
------------------------------------------------------
Braskem S.A., based on essential competitiveness criteria of the
world petrochemical industry -- global production scale, state
of the art technology and competitive costs, has decided to
close down its DMT production unit located in the state of Bahia
and put on hold its PET resin production, both of them installed
in the Camacari Petrochemical Complex.  Braskem will analyze the
possibility of resuming its PET production based on a new
technological route, which ensures competitive costs to the
polyester chain in Brazil.

The company is committed to the development and competitiveness
of the petrochemical and plastic chain in Brazil and has been
consistently investing to increase its production capacity and
modernize its industrial units in order to create value to its
shareholders, employees and customers.

Braskem will continue to supply PET resin to its customers by
means of an agreement entered into with M&G Polimeros Brasil
S.A., one of the main producers of this resin both in Brazil and
worldwide.  The Company will also maintain its current
commercial policy for this product, including technical
assistance, assuring the service excellence to all its
customers.

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+'.


CHEMTURA CORP: Moody's Cuts Rating on US$1.05-Bil. Notes to Ba2
---------------------------------------------------------------
Moody's Investors Service lowered Chemtura Corporation's
corporate family rating to Ba2 from Ba1 and also lowered the
company's outstanding debt ratings to Ba2.

Moody's also revised the ratings outlook to stable from
negative.

The rating action reflects that Chemtura's operational
performance has not resulted in credit metric improvement in
line with Moody's prior expectations.  The lowered Ba2 ratings
continue to reflect Chemtura's high pro forma leverage, weak
credit metrics and ongoing challenges at the non flame retardant
Plastic Additives segment.

Moody's believes the challenges of integrating two organizations
that had been individually challenged by their own unique
restructuring programs, combined with essentially a complete
changeover in senior management, are also factors in justifying
the Ba2 rating.  Chemtura's pro forma leverage as of
Dec. 31, 2006, was 4.3X (Debt/EBITDA - adjusted for unusual one
time items).  Moody's adjusted debt includes US$1.1 billion of
funded debt, US$294 million in unfunded pension obligations,
US$280 million of account receivable securitizations, and US$227
million in capitalized operating leases. This ratio maps to a
high "B" rating.  Moody's had been expecting retained cash flow
to be in excess of US$300 million or more.  Retained cash flow
in 2006 (adjusted for one time items) was only US$200 million
and was about 11% of total debt, a metric that maps to the low
end of the "Ba" category.

While much progress has been made in raising prices to cover
higher raw material costs in many of Chemtura's businesses, this
strategy has been challenged in the NFRPA portion of Chemtura's
business where margins have declined.  NFRPA represents about
30% of revenues.  As a result of aggressive pricing strategies
profitable volumes were lost and management has instituted steps
to restore volume and improve performance.

The move to a stable outlook is supported by Moody's belief that
there has been progress in managing process of integration and
remaining legacy issues.  Additionally, the prospect of somewhat
stronger retained cash flow generation over the next several
years is reflected in the move to a stable outlook. Moody's
expects that retained cash flow to total debt will average close
to 15% over the next two years, a metric that maps to the middle
of the "Ba" rating category.  Chemtura's improved capital
structure, with no material debt maturities until July 2009,
combined with adequate liquidity also support the Ba2 rating and
the stable outlook.

Ratings lowered:

   -- Corporate Family Rating: Ba2 from Ba1

   -- Senior notes, US$500 million due 2016: Ba2 from Ba1;
      LGD4 (53%)

   -- Senior Unsecured Notes, US$150 million due 2026: Ba2 from
      Ba1; LGD4 (53%)

   -- Senior Unsecured Notes, US$400 million due 2009: Ba2 from
      Ba1; LGD4 (53%)

Moody's last rating action on Chemtura was in April 2006, when
the Ba1 corporate family rating was affirmed and the company's
senior notes due 2016 were rated (also Ba1).  The negative
rating outlook was assigned in September of 2005.

Headquartered in Middlebury, Connecticut, Chemtura Corp.
(NYSE:CEM) -- http://www.chemtura.com/-- is a global
manufacturer and marketer of specialty chemicals, crop
protection, and pool, spa and home care products.  The company
has approximately 6,400 employees around the world and sells its
products in more than 100 countries.  The company has facilities
in Singapore, Australia, China, Hong Kong, India, Japan, South
Korea, Taiwan, Thailand, Brazil, Belgium, France, Germany,
Mexico, and The United Kingdom.


COMPANHIA ENERGETICA: Earns BRL28 Million in First Quarter 2007
---------------------------------------------------------------
Companhia Energetica de Sao Paulo said in a statement that it
had a BRL28 million net profit in the first quarter 2007,
compared to BRL78 million year-over-year.

Companhia Energetica told Business News Americas that increased
financial expenses resulting from "lower positive foreign
exchange variation put downward pressure on the bottom line."

BNamericas relates that Companhia Energetica's revenue increased
8.8% to BRL489 million in the first quarter 2007, from the first
quarter 2006.  Its operating profit dropped 33% to BRL60.4
million.

Companhia Energetica told BNamericas that its operating expenses
declined 0.9% to BRL302 million in the first quarter 2007,
compared to the first quarter 2006.  Its Ebitda grew 11.8% to
BRL323 million.

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
Dec. 5, 2006, Standard & Poor's Ratings Services raised its
corporate credit rating on electricity generator Companhia
Energetica de Sao Paulo and the ratings on several of Companhia
Energetica de Sao Paulo's debt issues to 'B-' from 'CCC+'.  At
the same time, Standard & Poor's raised its Brazil national
scale ratings on Companhia Energetica de Sao Paulo and several
of the company's issues to 'brBB' from 'brCCC+'.  S&P says the
outlook was positive on both scales.


COMPANHIA PARANAENSE: Earns BRL283 Million in First Quarter 2007
----------------------------------------------------------------
Companhia Paranaense de Energia SA said in a statement that its
net profits increased 66% to BRL283 million in the first quarter
2007, compared to the first quarter 2006.

According to BNamericas, Companhia Paranaense's net operating
revenue grew 6.4% to BRL1.25 billion in the first quarter 2007,
from the first quarter 2006.  Its operating profit increased 60%
to BRL439 million.

BNamericas relates that Companhia Paranaense's Ebitda rose 51%
to BRL571 million in the first quarter 2007, from the same
period in 2006.

The report says that total power use billed by Companhia
Paranaense increased 4.3% to 4.91 terra watt-hours in the first
quarter 2007, compared to last year's first quarter.

Companhia Paranaense's residential, commercial, rural and
industrial billing increased 5.7%, 6.4%, 4.2% and 3.4% in the
first quarter 2007 respectively, compared to the first quarter
2006, BNamericas states.

Headquartered in Parana, Brazil, COPEL aka Companhia Paranaense
de Energia SA -- http://www.copel.com/-- transmits and
distributes electricity to more than 3 million customers in the
state of Parana and has a generating capacity of nearly 4,600
MW, primarily from hydroelectric plants.  COPEL also offers
telecommunications, natural gas, engineering, and water and
sanitation services.  The company restructured its utility
operations in 2001 into separate generation, transmission, and
distribution subsidiaries to prepare for full privatization,
which has been indefinitely postponed.  In response, COPEL is
re-evaluating its corporate structure.  The government of Parana
controls about 59% of COPEL.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Moody's America Latina upgraded the corporate family rating of
Companhia Paranaense de Energia aka Copel to Ba2 from Ba3 on its
global scale and to Aa2.br from A3.br on its Brazilian national
scale.


NET SERVICOS: Discloses Anatel's Approval of Vivax Acquisition
--------------------------------------------------------------
Net Servicos de Comunicacao S.A. and Vivax S.A., informed their
shareholders, the market, and other interested parties, the
following Material Fact consisting of the decision issued on
May 16, 2007, in which the National Telecommunications Agency
-- ANATEL -- authorized the acquisition of the control of Vivax
by NET, pursuant to the terms and conditions set out in the
Share Purchase Agreement and Other Arrangements signed by NET
and Vivax's controllers shareholders on Oct. 11, 2006.

The Restructuring steps will be submitted to the management of
each company and then should be approved by BTVC, Vivax and
NET's shareholders at their respective shareholders' meetings,
to be called at an opportune time.  Dissenting shareholders,
except for NET's preferred shareholders, are ensured withdrawal
rights according to the parameters established by the applicable
legislation.

The corporate structure to be implemented of Vivax's control
acquisition will be the one indicated in item 4.2.1 of the
Material Fact published on Oct. 12, 2006, the incorporation of
BTVC by Vivax and, subsequently, the incorporation of shares
issued by Vivax to NET's capital, with the conversion of Vivax
into NET's wholly-owned subsidiary.

The exchange ratio indicated in item 3 of the Material Fact
published on Oct. 12, 2006, will be maintained and thus Vivax's
shareholders will receive 0.5678 preferred NET's share for each
Vivax share, irrespective of class.

The valuation reports for NET and Vivax, as well as all the
terms and conditions for the Restructuring will be released to
the market at an opportune moment.

Headquartered in Sao Paulo, Brazil, NET Servicos de Comunicacao
-- http://Nettv.globo.com/NETServ/br/home/indexNet.jsp?id=1--
is a subscriber TV multi-operator in Brazil, as it operates the
NET brand in major cities, including operations in the 4 largest
cities: Sao Paulo, Rio de Janeiro, Belo Horizonte and Porto
Alegre.

NET also offers Broadband Internet services through its NET
VIRTUA brand name.

                        *     *     *

Moody's America Latina assigned on May 22, 2006, a Baa2.br
Brazilian National Scale Rating and a B1 Global Local Currency
Rating to Net Servicos de Comunicacao S.A.'s BRL650 million
debentures due in 2011 issued in September 2005.  Concurrently,
Moody's Investors Service affirmed Net's B1 global local
currency scale corporate family rating.  Moody's said the
ratings outlook is stable.


NOVELIS INC: Launches US$1.4 Bil. of 7-1/4% Sr. Notes Offering
--------------------------------------------------------------
Novelis Inc. has commenced a cash tender offer to purchase all
of its outstanding US$1.4 billion principal amount of 7-1/4%
Senior Notes due 2015.

In conjunction with the tender offer, Novelis is also soliciting
consents to certain proposed amendments to the indenture
governing the senior notes that would eliminate substantially
all of the restrictive covenants and events of default contained
in the indenture.  Adoption of the proposed amendments to the
indenture requires the consent of holders of not less than a
majority in principal amount of the outstanding senior notes.

Holders of senior notes that validly tender their senior notes
and deliver their consents pursuant to the tender offer prior to
5:00 p.m., New York City time, on the early consent date of
May 31, 2007, will be entitled to receive the total tender offer
consideration of US$1,015 per US$1,000 principal amount of
senior notes, which is the sum of the offer consideration of
US$1,010 and the early consent payment of US$5.00.  Holders that
validly tender their senior notes and deliver their consents
pursuant to the tender offer on or after 5:00 p.m., New York
City time, on the early consent date of May 31, 2007, but prior
to 8:00 a.m., New York City time, on the tender offer expiration
date of June 15, 2007, will only be entitled to receive the
offer consideration of US$1,010 per US$1,000 principal amount of
senior notes.  In each case, holders will also receive accrued
and unpaid interest to, but excluding, the settlement date of
the tender offer.

Novelis' obligation to accept tendered senior notes for payment
is contingent, among other things, upon holders of a majority of
the senior notes consenting to the proposed amendments to the
indenture.  If any of the tender offer conditions are not
satisfied, Novelis is not obligated to accept for payment, or
may delay the acceptance for payment of, any senior notes
tendered pursuant to the tender offer and may terminate the
tender offer.

On May 15, 2007, Hindalco Industries Limited (BSE: HINDALCO)
completed its acquisition of Novelis through Hindalco's indirect
wholly owned subsidiary AV Metals Inc. pursuant to a Canadian
court-approved plan of arrangement.  As a result of the
arrangement, a change of control under the indenture has
occurred.  Therefore, Novelis also announced today the
commencement of a change of control offer to repurchase all of
the outstanding senior notes.  Holders that validly tender their
senior notes pursuant to the change of control offer prior to
8:00 a.m., New York City time, on the change of control offer
expiration date of June 15, 2007, will be entitled to receive
the offer consideration of US$1,010 per US$1,000 principal
amount of senior notes.  Holders will also receive accrued and
unpaid interest to, and including, the settlement date of the
change of control offer.  A senior note may be tendered in the
tender offer or the change of control offer, but not both.
Holders participating in the change of control offer will not be
eligible, under any circumstances, to receive the early consent
payment of US$5.00 per US$1,000 principal amount of senior
notes.

The tender offer and the change of control offer will expire on
June 15, 2007, unless extended by Novelis in its sole
discretion.  The terms and conditions of the tender offer and
change of control offer are set forth in an Offer to Purchase
and Consent Solicitation Statement dated May 16, 2007, and
related Consent and Letter of Transmittal.

UBS Investment Bank and ABN AMRO Incorporated are acting as
dealer managers in connection with the tender offer and the
change of control offer.  Questions about the tender offer and
the change of control offer may be directed to the Liability
Management Group of UBS Investment Bank at (888) 722-9555 ext.
4210 (toll free) or (203) 719-4210 (collect) and to Robert
Silverschotz at ABN AMRO Incorporated at (212) 409-6862.
Requests for documentation should be directed to Global
Bondholder Services Corporation, the information agent in
connection with the tender offer and the change of control
offer, at (212) 430-3774 or (866) 807-2200 (toll free).  The
depositary for the tender offer and the change of control offer
is The Bank of New York Trust Company, N.A.

                        About Novelis

Based in Atlanta, Georgia, Novelis, Inc., (NYSE: NVL) (TSX: NVL)
-- http://www.novelis.com/-- provides customers with a regional
supply of technologically sophisticated rolled aluminum products
throughout Asia, Europe, North America, and South America.  The
company operates in 11 countries and has approximately 13,000
employees.  Through its advanced production capabilities, the
company supplies aluminum sheet and foil to the automotive and
transportation, beverage and food packaging, construction and
industrial, and printing markets.

Novelis South America operates two rolling plants and primary
production facilities in Brazil.  The company's Pindamonhangaba
rolling and recycling facility in Brazil is the largest aluminum
rolling and recycling facility in South America and the only one
capable of producing can body and end stock. The plant recycles
primarily used beverage cans, and is engaged in tolling recycled
metal for its customers.

Novelis also has operations in Germany, Switzerland and Korea.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 16, 2007, Fitch Ratings placed the Issuer Default Ratings
of 'B' for Novelis Inc. and its subsidiary Novelis Corp. on
Rating Watch Negative.  The company's senior secured bank debt
ratings and senior unsecured debt ratings were affirmed as:

Novelis Inc.

   -- Senior secured revolver and term loan at 'BB/Recovery
      Rating 1'; and

   -- Senior unsecured notes at 'B/RR4'.

Novelis, Corp.

   -- Senior secured revolver and term loan B at 'BB/RR1'.

As reported in the Troubled Company Reporter-Latin America on
Dec. 15, 2006, Standard & Poor's Ratings Services affirmed all
of its ratings on Novelis Inc., including the 'BB-' long-term
corporate credit rating, and removed the ratings from
CreditWatch with negative implications, where they were placed
April 7, 2006.  S&P said the outlook is negative.


PETROLEO BRASILEIRO: CADE Okays Distribution Assets Agreement
-------------------------------------------------------------
Petroleo Brasileiro SA aka Petrobras has received approval from
the Administrative Economic Defense Council -- CADE -- an
agreement that substitutes for the items in the provisional
remedy that prevented Petrobras from participating in strategic
and commercial decisions related to the acquisition of Ipiranga
Group's distribution assets.

Named the "Operation Reversibility Preservation Agreement
(ORPA)," the document allows Petrobras to select a manager and
negotiate the deployment of governance content that will
guarantee asset preservation and the minority shareholders'
rights. The operation's implementation timeline remained
unaltered.

With the agreement, the distribution assets Petrobras acquired
will now be managed independently of the assets Ultrapar
acquired.

Petrobras' distribution asset manager will be selected in the
market and is expected to manage the business until the CADE
reaches its final decision regarding the operation.

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.


STRATOS GLOBAL: Obtains Waiver Effective Until CIP Canada Buyout
----------------------------------------------------------------
Stratos Global Corporation has received lender approval for a
waiver of the change of control and a related ancillary
amendment under the corporation's senior secured credit
facility, in connection with its pending transaction with CIP
Canada Investment Inc.

The waiver and amendment would be effective upon the completion
of the acquisition by CIP Canada pursuant to the plan of
arrangement contemplated by the arrangement agreement on
March 19, 2007.

As reported in the Troubled Company Reporter on March 26, 2007,
CIP Canada, under the terms of the agreement, would acquire
beneficial ownership of 100% of Stratos Global through a Plan of
Arrangement under the Canada Business Corporations Act for a
cash purchase price of CDN$6.40 per share.  The purchase price
represents a premium of 7% compared with the closing price of
Stratos shares on March 8, 2007, the day before an article
appeared in The Globe & Mail highlighting the possibility of a
sale of Stratos.  The premium is 15% compared with the most
recent 30-day average through March 8 and 25% compared with the
90-day average through that date.  The total transaction value,
including the assumption of net debt, is US$576 million at
current exchange rates.

The transaction will be indirectly financed by a wholly owned
subsidiary of Inmarsat PLC, Inmarsat Finance III Limited.  There
is no financing condition to the obligations of CIP Canada to
consummate the transaction.  Arrangements and plans are in place
from third parties and Inmarsat Finance to address any debt
refinancing requirements at Stratos.  Inmarsat Finance will have
a call option exercisable beginning in April 2009, and expiring
in December 2010, to acquire 100% of Stratos from CIP, but will
not have any legal ownership in, or managerial control of
Stratos.

                     About Stratos Global

Stratos Global Corporation -- http://www.stratosglobal.com/--
is a provider of a range of advanced mobile and fixed-site
remote telecommunications solutions for users operating beyond
the reach of traditional networks. The Company serves the voice
and high-speed data connectivity requirements of a diverse array
of markets, including government, military, energy, industrial,
maritime, aeronautical, enterprise, media and recreational users
throughout the world. Stratos operates in two segments: Mobile
Satellite Services, which provides mobile telecommunications
services, primarily over the Inmarsat plc satellite system, and
Broadband Services (Broadband), which provides very small
aperture terminal services, sourced on a wholesale basis from a
number of the fixed satellite system operators.

The company has offices the following regions:
Europe -- Italy, Germany, Norway, Spain, United Kingdom
Asia-Pacific -- India, Hong Kong, Singapore, Australia and Japan
Latin America -- Brazil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 9, 2007, Moody's Investors Service confirmed Stratos Global
Corporation's B1 corporate family, Ba2 senior secured and B3
senior unsecured ratings and lowered the company's speculative
grade liquidity rating to SGL-4 from SGL-3.  Moody's said the
outlook is negative.  The long term ratings reflect a B1
probability of default and loss-given default assessments of
LGD 2, 24% on the senior secured debt and LGD 5, 77% on the
senior unsecured notes.


PETROLEO BRASILEIRO: Will Drill Tupi Exploration Well
-----------------------------------------------------
Brazilian state-owned oil firm Petroleo Brasileiro S.A. Chief
Financial Officer Almir Barbassa told Bernd Radowitz at Dow
Jones Newswires that the company will drill another exploration
well in the Tupi field later this year.

The Tupi field is below a water depth of 2,140 meters, then a
2,000-meter-thick salt layer that is under 3,000 to 4,000 meters
of sand and rocks.

Dow Jones' Mr. Radowitz relates that Petroleo Brasileiro owns a
65% stake in the BM-S-11 Santos Basin exploration block that
contains the Tupi field.  U.K. energy firm BG Group PLC holds
25%, while Petroleos de Portugal owns 10%.

Petroleo Brasileiro said last year that production tests
indicated that there is a significant volume of 30 degrees API
crude at Tupi, Dow Jones' Mr. Radowitz notes.

Local press says that a second oil province the size of the
Campos Basin could lie below the salt layer.  The Campos Basin
represents 80% of the country's oil production.  However, output
comes from layers above the salt, as does all current offshore
production.  Brazil produces a little less than 1.8 million
barrels daily.

A Royal Dutch Shell official said in April that his firm and
Petroleo Brasileiro would drill an exploration well in the BM-S-
8 block, which is close to the BM-S-11 block where Petroleo
Brasileiro made the Tupi discovery, according to Dow Jones' Mr.
Radowitz.

Dow Jones' Mr. Radowitz notes that Petroleo Brasileiro began
drilling a well in the BM-S-9 block in April.  The block is
adjacent to the Tupi field, where oil was found.

Mr. Barbassa told Dow Jones' Mr. Radowitz that Petroleo
Brasileiro will drill two more wells in the Santos Basin this
year, and several wells off the coast of Espirito Santo, aiming
to find light oil and natural gas.

"Tests done in the (pre-salt) geological formation have
indicated good results and therefore we are stimulated to repeat
these tests in similar areas in the Campos Basin," Mr. Barbassa
commented to Dow Jones' Mr. Radowitz.

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.


* BRAZIL: Currency, Stocks, Bonds Surge Upon S&P's Increase
-----------------------------------------------------------
Standard and Poor's BB+ rating upgrade of Brazil's long-term
foreign sovereign credit rating caused a gain for the country's
currency, stocks and bonds, Bloomberg News reports.

"This is excellent news," Alexandre Lintz, senior economist at
BNP Paribas SA in Sao Paulo told Bloomberg.  "It will give more
room for the exchange rate to appreciate, reducing the risk of
inflation and will probably increase pressure for the central
bank to speed up rate cuts."

The real is up 1.5% to 1.9527 per dollar at the close of the
market on May 16 in New York, and reached the strongest since it
traded at 1.9510 to the dollar on Jan. 19, 2001.

The yield on the government's benchmark zero-coupon bond due in
January 2008 dropped 8 basis points, or 0.08 percentage point,
to 11.43%, according to Banco UBS Pactual SA.

Brazil's Bovespa index of the most-trade stocks on the Sao Paulo
exchange jumped 1,219.35, or 2.4 percent, to a record 51,737.56.

                        *     *     *

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.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 14, 2007, Fitch Ratings upgraded Brazil's long-term foreign
and local currency sovereign Issuer Default Ratings to 'BB+'
from 'BB' and the Country Ceiling to 'BBB-' from 'BB+'.  In
addition, Fitch affirmed Brazil's Short-term IDR at 'B'.  Fitch
said the rating outlook is stable.


* S&P Upgrades Brazil's Foreign Sovereign Credit Rating to BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term foreign
sovereign credit rating on the Federative Republic of Brazil one
notch, to 'BB+' from 'BB', and its long-term local currency
sovereign credit rating by two notches, to 'BBB' from 'BB+'.
Standard & Poor's also raised its short-term local currency
sovereign credit rating on Brazil to 'A-3' from 'B' and affirmed
its 'B' short-term foreign currency rating.  The outlook on the
long-term ratings remains positive.  The national scale credit
rating on the republic was raised to 'brAAA' from 'brAA+', and
the outlook on this rating is stable. Standard & Poor's also
raised its transfer and convertibility assessment for Brazil to
'BBB' from 'BBB-'.

According to Standard & Poor's credit analyst Lisa Schineller,
the upgrades on both the local and foreign currency long-term
ratings and maintenance of the positive outlook reflect the
continued decline in Brazil's fiscal and external
vulnerabilities and the expectation that the administration of
President Luiz Inacio Lula da Silva remains committed to further
reducing these vulnerabilities during his second term in office.
"The government's demonstrated commitment to pragmatic policy-
operational independence of the central bank and fiscal policy
calibrated to keep debt/GDP on a declining trend-is backed by
broad-based support across party lines," said Ms. Schineller.

Given the ongoing exceptional balance-of-payments performance,
Brazil's external indebtedness is forecast to drop to 28% of
current account receipts in 2007 and 26% in 2008, down from 48%
in 2006 and less than one-fifth the levels of 2000-2002.
Brazil's net general government debt and interest burdens,
projected at 43% of GDP and 16% of revenue in 2007,
respectively, are still high, but both have declined 20
percentage points since 2002.

"Proactive debt management has reduced Brazil's exposure to
interest- and exchange-rate fluctuations," explained
Ms. Schineller.  "The switch to higher cost domestic debt from
more market-sensitive external debt entails upfront costs and
highlights the importance of a continued policy commitment to
reduce fiscal vulnerabilities," she added.

Ms. Schineller explained that the two-notch upgrade in the long-
term local currency rating reflects the transformation occurring
in Brazil's local capital markets.  "Though still comparatively
high, real interest rates have fallen to below 10% and are
projected to decline further," said Ms. Schineller.  "The sharp
drop and convergence in Brazil's risk premium reflects price
stability and a broad-based improvement in credit fundamentals,
not just buoyant market liquidity," she said.

Brazil is entering a new phase of capital market development.
Credit growth of over 20% during each of the last three years is
also accompanied by lengthening of tenors.  Declining government
debt to GDP has created a more conducive environment for
corporate borrowing.  Local equity markets are providing a key,
new foundation for capital investment.  Over 20 IPOs have
occurred thus far in 2007, after about 26 in 2006.  As corporate
competitors and suppliers "go public," privately held companies
find themselves under pressure to also reorganize, strengthen
governance, and increase formalization of the private sector,
facilitating positive dividends for investment, growth, and tax
receipts.

"Brazil's ratings could be raised over the medium term, with
continued trend improvement in underlying fiscal and external
fundamentals amid pragmatic policy implementation," noted
Ms. Schineller.  "The pace at which fiscal dynamics strengthen,
however, would be enhanced by government efforts to limit the
growth in current expenditure and/or advance the tax reform
proposal being formulated by the Ministry of Finance.  Any
retrenchment of the government's fiscal commitment would thwart
future progress in creditworthiness and even put downward
pressure on the ratings," she concluded.




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


ASIA PRINTING: Proofs of Claim Filing Is Until June 14
------------------------------------------------------
Asia Printing Holdings Ltd.'s creditors are given until
June 14, 2007, to prove their claims to Thomas Andrew Corkhill
and Iain Ferguson Bruce, 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.

Asia Printing's shareholders agreed on April 19, 2007, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

          Thomas Andrew Corkhill
          Iain Ferguson Bruce
          8th Floor, Gloucester Tower
          The Landmark
          15 Queen's Road Central
          Hong Kong


GANNET VII: Proofs of Claim Must be Filed by June 14
----------------------------------------------------
Gannet VII Funding Corp's creditors are given until
June 14, 2007, to prove their claims to Steven O'Connor 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.

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

The liquidators can be reached at:

       Steven O'connor
       Emile Small
       Maples Finance Limited
       P.O. Box 1093
       Grand Cayman KY1-1102
       Cayman Islands


GRANADA DECEMBER: Proofs of Claim Filing Is Until June 14
---------------------------------------------------------
Granada December Seven Ltd.'s creditors are given until
June 14, 2007, to prove their claims to Alexander Frew, 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.

Granada December's shareholder agreed on May 2, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

          Alexander Frew
          c/o ITV plc, 200 Grays Inn Road
          London, WC1X 8HF
          England


HGOI HOLDINGS: Proofs of Claim Must be Filed by June 14
-------------------------------------------------------
HGOI Holdings Ltd.'s creditors are given until June 14, 2007, to
prove their claims to George C. Barry, 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.

Hgoi Holdings' shareholders agreed to place the company into
voluntary liquidation under The Companies Law (2004 Revision) of
the Cayman Islands.

The liquidator can be reached at:

          George C. Barry
          c/o PO Box 1043
          Grand Cayman KY1-1102
          Cayman Islands


JAPAN PRAGMATIST: Proofs of Claim Filing Ends on June 14
--------------------------------------------------------
The Japan Pragmatist Fund's creditors are given until
June 14, 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.

Japan Pragmatist's shareholders agreed on April 25, 2007, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

          Richard Gordon
          Joshua Grant
          Maples Finance Limited
          P.O. Box 1093
          George Town, Grand Cayman KY1-1102
          Cayman Islands


JUPITER CAPITAL: Proofs of Claim Must be Filed by June 14
--------------------------------------------------------
Jupiter Capital Holdings creditors are given until
June 14, 2007, to prove their claims to Piccadilly Cayman
Limited, 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.

Jupiter Capital's shareholders agreed on April 26, 2007, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

          Attention: Ellen J. Christian
          Piccadilly Cayman Limited
          c/o BNP Paribas Bank & Trust Cayman Limited
          P.O. Box 10632
          3rd Floor Royal Bank House
          Shedden Road, George Town
          Grand Cayman KY1-1006
          Cayman Islands
          Telephone: 345 945 9208
          Fax: 345 945 9210


MILE ROCK: Proofs of Claim Filing Is Until June 14
--------------------------------------------------
Mile Rock Distressed Receivables Offhsore Fund Ltd.'s creditors
are given until June 14, 2007, to prove their claims to Q&H
Nominees Ltd., 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.

Mile Rock's shareholder agreed on April 4, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

          Q & H Nominees Ltd.
          Quin & Hampson
          c/o P.O. Box 1348
          Grand Cayman KY1-1108
          Cayman Islands
          Telephone: (+1) 345 949 4123
          Fax: (+1) 345 949 4647


MILE ROCK MASTER: Proofs of Claim Must be Filed by June 14
----------------------------------------------------------
Mile Rock Master Fund I Ltd.'s creditors are given until
June 14, 2007, to prove their claims to Q&H Nominees Ltd., 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.

Mile Rock's shareholder agreed on April 4, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

          Q&H Nominees Ltd.
          Quin & Hampson
          c/o P.O. Box 1348
          Grand Cayman KY1-1108
          Cayman Islands
          Telephone: (+1) 345 949 4123
          Fax: (+1) 345 949 4647


OD CORP: Proofs of Claim Filing Deadline Is June 14
---------------------------------------------------
OD Corp.'s creditors are given until June 14, 2007, to prove
their claims to Cereita Lawrence and Sylvia Lewis, 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.

OD Corp.'s shareholder agreed on May 1, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

          Cereita Lawrence
          Sylvia Lewis
          P.O. Box 1109
          Grand Cayman KY-1102
          Cayman Islands
          Telephone: 345-949-7755
          Fax: 345-949-7634


SBL SUNFLOWER: Proofs of Claim Filing Ends on June 14
-----------------------------------------------------
SBL Sunflower Holdings creditors are given until June 14, 2007,
to prove their claims to Piccadilly Cayman Limited, 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.

SBL Sunflower's shareholders agreed on April 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:

          Attention: Ellen J. Christian
          Piccadilly Cayman Limited
          c/o BNP Paribas Bank & Trust Cayman Limited
          P.O. Box 10632
          3rd Floor Royal Bank House
          Shedden Road, George Town
          Grand Cayman KY1-1006
          Cayman Islands
          Telephone: 345 945 9208
          Fax: 345 945 9210


STARTS FUNDING: Proofs of Claim Must be Filed by June 14
---------------------------------------------------------
Starts Funding Corp.'s creditors are given until June 14, 2007,
to prove their claims to Piccadilly Cayman Limited, 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.

Starts Funding's shareholders agreed on May 4, 2007, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

          Attention: Ellen J. Christian
          Piccadilly Cayman Limited
          c/o BNP Paribas Bank & Trust Cayman Limited
          P.O. Box 10632
          3rd Floor Royal Bank House
          Shedden Road, George Town
          Grand Cayman KY1-1006
          Cayman Islands
          Telephone: 345 945 9208
          Fax: 345 945 9210


SYNERGY OPPORTUNITIES: Final Shareholders Meeting Is on June 15
---------------------------------------------------------------
Synergy Opportunities Fund Ltd. will hold its final shareholders
meeting on June 15, 2007, at 9:00 a.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 liquidator 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 liquidator can be reached at:

          Stuarts Corporate Services Ltd.
          4F, Cayman Financial Centre
          36A Dr. Roy's Drive, George Town
          P.O. Box 2510
          Grand Cayman, KY1-1104
          Cayman Islands
          Telephone: (345) 949 3344
          Fax: (345) 949 2888


SYNERGY OPPORTUNITIES: Proofs of Claim Filing Ends on June 14
-------------------------------------------------------------
Synergy Opportunities Fund Ltd.'s creditors are given until
June 14, 2007, to prove their claims to Stuarts Corporate
Services Ltd., 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.

Synergy Opportunities' shareholder agreed on May 1, 2007, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

          Stuarts Corporate Services Ltd.
          4F, Cayman Financial Centre
          36A Dr. Roy's Drive, George Town
          P.O. Box 2510
          Grand Cayman, KY1-1104
          Cayman Islands
          Telephone: (345) 949 3344
          Fax: (345) 949 2888


TCW GEM: Proofs of Claim Filing Is Until June 14
------------------------------------------------
TCW Gem V, Ltd.'s creditors are given until June 14, 2007, to
prove their claims to Carrie Bunton 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.

TCW Gem's shareholders agreed on April 20, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

          Carrie Bunton
          Emile Small
          Maples Finance Limited
          P.O. Box 1093
          Grand Cayman KY1-1102
          Cayman Islands


WINSTON FUNDING: Proofs of Claim Must be Filed by June 14
---------------------------------------------------------
Winston Funding Ltd.'s creditors are given until June 14, 2007,
to prove their claims to Andrew Millar 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.

Winston Funding's shareholders agreed on April 25, 2007, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

          Andrew Millar
          Emile Small
          Maples Finance Limited
          P.O. Box 1093
          George Town, Grand Cayman KY1-1102
          Cayman Islands




=========
C H I L E
=========


CONSTELLATION BRANDS: Names Robert P. Ryder as Exec. VP & CFO
-------------------------------------------------------------
Constellation Brands Inc. has appointed Robert P. Ryder
executive vice president and chief financial officer, replacing
Tom Summer, who has held that position for 10 years.

In October 2006, Mr. Summer announced he would be retiring from
the company.  Mr. Ryder's appointment, and Mr. Summer's
retirement, will be effective May 15, 2007.

"Bob has an excellent track record of creating shareholder value
throughout his career.  His demonstrated leadership abilities,
his broad financial background and his history of operating in
the global consumer products industry make him a terrific
addition as a key member of our executive management team,"
stated Richard Sands, Constellation Brands chairman and chief
executive officer.  "Tom has been a valued member of the
Constellation Brands management team and corporate family over
the past decade, whose contributions during this rapid growth
period of the company's history cannot be measured.  He will be
missed, and we wish him well in all of his future endeavors."

Mr. Ryder was most recently the chief administrative officer at
IMG, a major sports marketing and media company in Cleveland,
Ohio.  Prior to IMG, he was senior vice president and chief
financial officer at American Greetings, also in Cleveland.  He
previously spent 13 years in positions of increasing
responsibility with PepsiCo Inc.  His most recent positions with
PepsiCo were at its Frito-Lay division as vice president of
finance and controller at its Plano, Texas headquarters and,
preceding that, as vice president and chief financial officer
for Frito-Lay International's European developing markets group
headquartered in London.

A native of Scranton, Pa., in 1982 Mr. Ryder graduated from the
University of Scranton with a Bachelor of Science degree in
accounting.  He began his career with seven years at Price
Waterhouse in New York City, and he is a certified public
accountant.

                    About Constellation Brands

Headquartered in Fairport, New York, Constellation Brands Inc.
(NYSE:STZ, ASX:CBR) -- http://www.cbrands.com/-- produces and
markets beverage alcohol brands with a broad portfolio across
the wine, spirits and imported beer categories.  The company
also operates in the United Kingdom, Canada, Australia, Japan,
and New Zealand.   One of Constellation Brands wine and grape
processing facilities is located in Casablanca, Chile.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 15, 2007, Standard & Poor's Ratings Services assigned its
'BB-' senior unsecured debt rating to Constellation Brands
Inc.'s proposed US$700 million note offering due 2017, issued
under Rule 144A with registration rights.

As reported in the Troubled Company Reporter-Latin America on
May 11, 2007, Fitch Ratings has assigned a 'BB-' rating to
Constellation Brands Inc.'s proposed US$700 million 10-year
senior note offering.

As reported in the Troubled Company Reporter-Latin America on
May 10, 2007, Moody's assigned a Ba3 rating to Constellation
Brands Inc.'s US$700 million senior unsecured note issuance
which will be used to reduce outstanding borrowings under the
US$900 million revolving portion of the company's senior credit
facility.  All other ratings of the company are affirmed and the
rating outlook remains stable.


EASTMAN KODAK: Board Ups Philip Faraci's Salary & Bonus
-------------------------------------------------------
The Executive Compensation and Development Committee of
Eastman Kodak Company's Board of Directors increased Philip J.
Faraci's base salary and target bonus percentage under the
company's annual incentive plan.

The raise is in consideration of Mr. Faraci's additional
responsibilities associated with the establishment of the Chief
Operating Office.

On March 14, 2007, the company disclosed that the formation of
this office led by two Kodak executive officers, Mr. Faraci and
James T. Langley.

Effective March 14, 2007, Mr. Faraci's base salary is increased
from US$520,000 to US$600,000 per year and his target bonus
percentage is increased from 62% of his base salary to 75%.

                   About Eastman Kodak Company

Headquartered in Rochester, New York, Eastman Kodak Co. (NYSE:
EK)-- http://www.kodak.com/-- develops, manufactures, and
markets digital and traditional imaging products, services, and
solutions to consumers, businesses, the graphic communications
market, the entertainment industry, professionals, healthcare
providers, and other customers.

The company has operations in Argentina, Chile, Denmark, Greece,
Jordan, Yemen, Australia, China among others.

                        *     *     *

Eastman Kodak carries Moody's Investors Service's B1 corporate
family rating.


EASTMAN KODAK: Fitch Lifts Rating on US$1.15-Bil. Term Loan to B
----------------------------------------------------------------
Fitch Ratings has upgraded Eastman Kodak Company's senior
unsecured debt to 'B/RR4' from 'B-/RR5' due to improved recovery
prospects following the company's redemption on May 3, 2007, of
a US$1.15 billion secured term loan funded with a portion of the
proceeds from the sale of its Health Group to Onex Healthcare
Holdings, Inc., for US$2.35 billion on April 30, 2007.

In addition, Fitch has affirmed these Kodak ratings:

     -- Issuer Default Rating 'B';
     -- Secured credit facility 'BB/RR1'.

The Rating Outlook remains Negative and is reviewed quarterly
for signs of earnings stability, with particular near-term focus
on year-over-year revenue growth for digital products within the
Consumer Digital Imaging Group, improvement in operating profit
margin for the Graphic Communications Group, and sales trends,
retail distribution efforts and any manufacturing constraints
for the company's recently introduced lineup of consumer inkjet
printers.  In addition, Fitch continues to monitor the outcome
of Kodak's ongoing review of potential uses for the
approximately US$1.2 billion of remaining proceeds from the
divesture of the Health Group.  The company has indicated that a
portion of the remaining proceeds is located outside of the
U.S., requiring the development of a tax-efficient repatriation
strategy before the cash is available for acquisitions of U.S.-
based companies, share repurchases, further debt reduction, and
incremental dividends.  Fitch believes the most likely uses for
the US$1.2 billion of excess cash, which is based on the
company's stated minimum cash balance of US$1 billion, are
acquisitions and share repurchases.

The updated Recovery Ratings and notching reflect Fitch's
recovery expectations under a distressed scenario considering
Kodak's divestiture of the Health Group and full redemption of
its secured term loan.  Fitch continues to believe that the
enterprise value of the company, and thus, recovery rates for
its creditors, will be maximized in a restructuring scenario
(going concern) rather than a liquidation scenario.

In deriving a distressed enterprise value, Fitch applies a 50%
discount to Kodak's estimated operating EBITDA of approximately
US$1 billion for the latest 12 months ended March 31, 2007,
excluding the Health Group.  The EBITDA discount reflects the
estimated percentage decline in EBITDA necessary to violate the
secured credit agreement's leverage ratio of 3.5 times.  Fitch
then applies a 4x distressed EBITDA multiple, which considers
Kodak's current multiple and multiples paid for prior
acquisitions, given that a stress event would indicate business
model difficulties and multiple contraction.  As is standard
with Fitch's recovery analysis, the revolver is fully drawn and
cash balances fully depleted to reflect a stress event.  The
current 'RR1' Recovery Rating for Kodak's secured bank facility
reflects Fitch's belief that 100% recovery is realistic.  The
'RR4' Recovery Rating for the senior unsecured debt reflects
Fitch's estimate that a recovery of 30%-50% would be achievable,
up from previous recovery expectations of only 10%-30% prior to
the redemption of the secured term loan.

Total liquidity (cash and committed credit facility
availability) increased to approximately US$3.2 billion as of
May 3, 2007, from US$2.5 billion as of Dec. 31, 2006, due to the
net proceeds after debt reduction from the sale of the Health
Group less cash usage in Kodak's seasonally weak first quarter
of 2007.  Total liquidity includes an undrawn US$1 billion
secured revolving credit facility due Oct. 18, 2010 (US$856
million net of letters of credit as of March 31, 2007).  Free
cash flow for the LTM ended March 31, 2007, including the Health
Group, increased to US$587 million from US$396 million in the
year-ago period due primarily to a reduction in capital
expenditures and lower cash restructuring payments, which remain
significant for fiscal 2007 at approximately US$600 million.

Total debt declined to approximately US$1.6 billion subsequent
to the repayment of the secured term loan on May 3, 2007, down
from US$2.8 billion as of Dec. 31, 2006.  As a result, Fitch
estimates leverage (debt/operating EBITDA) declined to 1.6x
compared with approximately 2.9x at Dec. 31, 2006, excluding the
Health Group.  Fitch estimates interest coverage (operating
EBITDA/gross interest expense) improved to approximately 12x
from nearly 6x for the LTM ended Dec. 31, 2006, excluding the
Health Group.  Fitch believes the company's near-term debt
maturities are manageable, as the next material debt maturity is
not until 2008, when approximately US$250 million of debt
matures.

Headquartered in Rochester, New York, Eastman Kodak Co. (NYSE:
EK)-- http://www.kodak.com/-- develops, manufactures, and
markets digital and traditional imaging products, services, and
solutions to consumers, businesses, the graphic communications
market, the entertainment industry, professionals, healthcare
providers, and other customers.

The company has operations in Argentina, Chile, Denmark, Greece,
Jordan, Yemen, Australia, China among others.




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ARMOR HOLDINGS: Gets US$60.4 Mil. Armor Orders from AM General
--------------------------------------------------------------
Armor Holdings, Inc., has received new orders from AM General
valued at US$60.4 million under a blanket purchase agreement to
provide armor components for the M1151, M1152 and M1165 Up-
Armored HMMWV programs.  Armor Holdings Aerospace and Defense
Group will perform the work in 2007 at its facilities located in
Fairfield, Ohio.

Robert Schiller, President of Armor Holdings, Inc., said, "We
are pleased to continue to provide substantial support to AM
General on these U.S. Army programs.  Armor Holdings has
successfully transformed our business in Ohio to support high
volume armor component production and remains committed to AM
General's on-going effort to rapidly deliver the Up-Armored
HMMWV in order to meet the demands of increased deployments."

Headquartered in Jacksonville, Florida, Armor Holdings, Inc.
(NYSE: AH) -- http://www.armorholdings.com/-- manufactures and
distributes security products and vehicle armor systems for the
law enforcement, military, homeland security, and commercial
markets.  The company's mobile security division is located in
Mexico, Venezuela, Colombia and Brazil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 10, 2007, Moody's Investors Service placed its Ba3 Corporate
Family Rating of Armor Holdings Inc. on review for possible
upgrade.  The review was prompted by the announcement that it
has entered into a definitive merger agreement to be acquired by
BAE Systems, Inc., a wholly owned subsidiary of BAE Systems plc
(long term rating Baa2, short term rating, Prime-2) for total
consideration of US$4.5 billion.


CUMMINS INC: Earns US$143 Million in Quarter Ended March 31
-----------------------------------------------------------
Cummins Inc. reported that it experienced strong operating
performance in the first quarter of 2007 with net earnings of
US$143 million on net sales of US$2.8 billion, as compared with
first quarter 2006 net earnings of US$135 million on net sales
of US$2.7 billion.

First quarter net earnings and sales were up for Cummins led by
record sales and earnings in our Power Generation segment.  As
expected, sales in the company's Engine segment were down due to
decreased demand in its on-highway markets, led by the North
American heavy-duty truck market as a result of the 2007 change
in emissions standards.  In addition, the company continued to
see strong demand in its Components and Distribution segments.
Overall, its Power Generation segment net sales were up
US$139 million, and its Components segment net sales were up
US$102 million, compared to the first quarter of 2006.  Engine
segment net sales were down US$56 million, while Distribution
segment net sales were down US$8 million.  The company's
Distribution segment had organic growth in the first quarter,
however due to the deconsolidation of one of its North American
joint ventures beginning in 2007, net sales decreased as
compared to 2006.  Net sales for this joint venture were about
US$41 million during the first quarter of 2006.

As of March 31, 2007, the company's balance sheet showed total
assets of US$7.4 billion, total liabilities of US$4.2 billion,
minority interests of US$253 million, and total stockholders'
equity of US$2.9 billion.

                Overview of Capital Structure

Cash and cash equivalents decreased US$319 million during the
period to US$521 million at the end of the first quarter, as
compared with US$840 million at the beginning of the period.
Cash and cash equivalents were higher at the end of 2006 as a
result of an increase in cash provided by operations generated
primarily by higher net earnings for the full year in 2006 and
due to lower accounts receivable at the end of 2006.  The
company focused much of our efforts on improving our balance
sheet through debt reduction.  The company said it believes that
its net debt position is a strong indicator of how much progress
it has made in this area.

                First Quarter 2007 Highlights

Some of the transactions and events that highlight for the
quarter include:

     -- The Board of Directors authorized a two-for-one split of
        Cummins stock on March 8, 2007, which was distributed on
        April 9, 2007, to shareholders of record as of
        March 26, 2007.  All share and per share amounts in this
        filing have been adjusted to reflect the two-for-one
        stock split.

     -- About US$62 million of our US$120 million 6.75%
        debentures were repaid on Feb. 15, 2007, at the election
        of the holders.  Such election and notification was
        required to be made between Dec. 15, 2006, and
        Jan. 15, 2007.

     -- In July 2006, the Board of Directors authorized the
        acquisition of up to two million shares of Cummins
        common stock in addition to what has been acquired under
        previous authorizations.  For the quarter ended
        April 1, 2007, the company repurchased about US$13
        million of common stock, representing about 180,000
        shares.  As a result, at April 1, 2007, there were about
        2.8 million shares available to be acquired.

     -- During the first three months of 2007, the company made
        contributions of about US$61 million to our pension
        plans.

Full-text copies of the company's first quarter report are
available for free at http://ResearchArchives.com/t/s?1f32

                     About Cummins, Inc.

Headquartered in Columbus, Indiana, Cummins Inc. (NYSE: CMI)
-- http://www.cummins.com/-- designs, manufactures, distributes
and services engines and related technologies, including fuel
systems, controls, air handling, filtration, emission solutions
and electrical power generation systems.

Cummins has Latin-American operations, particularly in
Venezuela, Brazil, Peru, Colombia, and Argentina.  Its
operations in the Asia-Pacific are found in China, Japan and
Korea.  Its also has facilities in Europe, particularly in the
United Kingdom.

                        *     *     *

Cummins' Junior Convertible Subordinated Debentures carry
Fitch's 'BB' rating with a stable outlook.

Moody's Investors Service raised Cummins' convertible preferred
stock rating to Ba1 from Ba2 and withdrew the company's SGL-1
Speculative Grade Liquidity rating and its Ba1 Corporate Family
Rating.




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


ANIXTER INTERNATIONAL: Earns US$53.6 Million in First Qtr. 2007
---------------------------------------------------------------
Anixter International Inc. reported results for the quarter
ended March 30, 2007.

First Quarter Highlights

   * Sales of US$1.33 billion, including US$33.6 million from
     the acquisitions of IMS, Inc. in May 2006 and MFU Holdings
     S.p.A. in October 2006, rose 24% compared to sales of
     US$1.07 billion in the year ago quarter.

   * Quarterly operating income of US$90.4 million reflected a
     52% increase from the US$59.6 million reported in the
     first quarter of 2006.

   * Net income in the quarter, inclusive of income of
     US$3.4 million primarily related to the settlement of
     certain income tax audits, increased 71%, to US$53.6
     million, from US$31.3 million, in last year's first
     quarter.

   * Cash flow from operations was US$65.8 million as compared
     to US$12.9 million in the year ago quarter.

As of March 31, 2007, the company had total assets of US$2.7
billion and total liabilities of US$1.8 billion, resulting in a
total stockholders' equity of US$859.8 million.

Robert Grubbs, president and chief executive officer, stated,
"We are pleased to note that the same trends that drove record
performance in 2006 have remained largely intact through the
first few months of the new year.  At this time, all indications
are that these trends will continue for the next few quarters.
Assuming strong market conditions and continued success in our
ongoing initiatives to expand our business, we should be in a
position to have another very good year."

                    Cash Flow and Leverage

"In the first quarter we generated cash from operations of
US$65.8 million as compared to US$12.9 million in the year ago
quarter," said Dennis Letham, senior vice president of finance.

"In anticipation of continued positive cash flow and in order to
improve the effectiveness of our capital structure, we completed
two important capital structure transactions during the quarter.
We repurchased a total of 3 million shares, or approximately
7.6% of our outstanding shares, at an average price of US$54.23
per share.  To finance this repurchase the Company sold US$300
million, principal amount, of 1% Convertible Senior Notes, that
mature in 2013."

"As a result of these capital structure transactions our debt-
to-total capital ratio at the end of the first quarter has
increased to 52.5% as compared to 45.7% at the end of 2006.  For
the first quarter our weighted-average cost of borrowed capital
was 4.8%, however, compared to 5.2% in the year ago quarter.  At
the end of the first quarter, 80% of our total borrowings of
US$950.9 million were fixed, either by the terms of the
borrowing agreements or through hedging arrangements.  We also
had US$233.3 million of available, unused credit facilities at
March 30, 2007, which provides us with the resources to support
continued strong organic growth and to pursue other strategic
alternatives, such as acquisitions, in the coming quarters."

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1f2f

                      Business Outlook

Mr. Grubbs concluded, "2007 is off to a good start as most of
the same underlying trends that generated record performance in
2006 continue to drive the business.  If the underlying market
fundamentals remain healthy and we continue to make solid
progress on our strategic initiatives to build our security and
OEM business, add to our supply chain services offering, expand
the geographic presence of our electrical wire & cable business,
and expand our product offering, 2007 has the potential to be
another very strong year."

"As we move into the next three quarters of 2007, we will be
measuring our progress against three comparatively stronger
quarters of performance that will have the effect of slowing the
year-over-year reported rates of sales and earnings growth.
Nonetheless, we believe that the current market conditions will
allow us to continue growing organic sales in line with our
stated goal of 8% to 12%.  It is our expectation that sales
growth at these rates will enable us to continue achieving
better operating leverage over time."

                        About Anixter

Anixter International Inc. (NYSE: AXE) --
http://www.anixter.com/-- through its subsidiaries, distributes
communications and specialty wire and cable products, fasteners,
and small parts in the United States and internationally.  Its
communications products include voice, data, video, and security
products used to connect personal computers, peripheral
equipment, mainframe equipment, security equipment, and various
networks to each other.

The company has nearly US$725 million in inventory of more than
325,000 products, logistics network of 197 warehouses with more
than 5 million square feet of space.  It has operations in Latin
American countries including Mexico, Costa Rica, Brazil and
Chile.  Its Asia-Pacific operations are located in Indonesia,
Australia, China, Hong Kong, India, Malaysia, New Zealand, the
Philippines, Singapore, Taiwan, and Thailand.  It also operates
in Europe, particularly in Spain, France and the United Kingdom.

                        *     *     *

Anixter International Inc. carries Moody's Investors Service's
Ba2 corporate family rating.  Anixter Inc.'s US$200 million
guaranteed senior unsecured notes and its 3.25% LYON's notes
carry Moody's Ba1 and B1 ratings, respectively.  Moody's said
the rating outlook is stable.

Anixter International Inc. carries Fitch's 'BB+' Issuer Default,
senior unsecured notes and senior unsecured bank credit facility
Ratings.  Similarly, Anixter Inc. carries Fitch's 'BB+' issuer
default rating and 'BB-' senior unsecured debt rating.  Fitch's
action affects about US$700 million of public debt securities.
Fitch said the rating outlook is stable.


DIGICEL LTD: Wants More Central American Expansion Opportunities
----------------------------------------------------------------
Digicel Chief Executive Officer Colm Delves told Matthew Cowley
at Dow Jones Newswires that the company is looking for more
expansion opportunities primarily in Central America.

Dow Jones' Mr. Cowley relates that Digicel already made some
acquisitions across Central America, the latest of which was a
firm in El Salvador in 2006 that also has a license to operate
in Guatemala.

Mr. Delves commented to Dow Jones' Mr. Cowley, "Opportunities
come our way quite a bit.  We have completed a number of
acquisitions over the last few years.  We always look at any
opportunities that might arise and I don't think this year is
going to be any different."

Panama and Costa Rica are quite interesting markets that are
both continuing to open to private investors, Dow Jones' Mr.
Cowley says, citing Mr. Delves.

Digicel wants to continue building on its recent successes
through organic growth, Dow Jones' Mr. Cowley notes.

Mr. Delves told Dow Jones' Mr. Cowley, "We do see significant
organic growth opportunity in the 22 markets that we currently
operate in.  Organic investments are going to be quite
significant over the next year."

According to Dow Jones' Mr. Cowley, Digicel aims to continue
investing heavily to increase coverage and improve services.

Mr. Delves said that some of Digicel's rivals in Central America
have a stated strategy of repatriation of free cash flow back to
their parent firm, Dow Jones Mr. Cowley notes.  Meanwhile,
Digicel's strategy is continuous reinvestment in each of the
nations.  It has been aggressive in targeting new clients, but
not at any cost.

"A typical way to win over customers is to subsidize handsets,"
Mr. Delves told Dow Jones' Mr. Cowley.  "Whilst we do subsidize
handsets, that's only part of the overall Digicel strategy,"

Dow Jones' Mr. Cowley relates that Mr. Delves cite quality of
service, technology and customer care among other competitive
factors.  Mr. Delves said that with subsidies, Digicel looks at
a payback typically of three to four months.

Mr. Delves commented to Dow Jones' Mr. Cowley, "We continuously
monitor the financial aspect to ensure that we achieve the
desired return on investment whilst offering a service that is
demonstrably better than what had existed there before that."

The regulatory environment across Central America "continues to
improve, with many governments pushing liberalization and
competition," Dow Jones' Mr. Cowley notes, citing Mr. Delves.

"When countries and governments see the benefits of telecom
liberalization...I think they've welcomed that with open arms,"
Mr. Delves told Dow Jones' Mr. Cowley.

Digicel Ltd. is a wireless services provider in the Caribbean
region founded in 2000, and controlled by Denis O'Brien.  The
company started 0operations in Jamaica in April 2001 and now
offers GSM mobile services in Caribbean countries including
Jamaica, St. Lucia, St. Vincent, Aruba, Grenada, Barbados,
Bermuda, Cayman, and Curacao among others.  Digicel finished
FY2005 with 1.722 million total subscribers -- 97% pre-paid --
estimated market share of 67% and revenues and EBITDA of US$478
million and US$155 million, respectively.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 20, 2007, Fitch Ratings took these rating actions for
Digicel Group Ltd., Digicel Ltd. and Digicel International
Finance Ltd.:

Digicel Group Ltd.

   -- Proposed US$1.4 billion senior subordinated notes
      due 2015 assigned 'CCC+/RR5'

Digicel Ltd.

   -- Foreign currency Issuer Default Rating downgraded
      to 'B-' from 'B'; and

   -- US$450 million senior notes due 2012 downgraded
      to 'B-/RR4' from'B/RR4'.

Digicel International Finance Ltd.

   --US$850 million senior secured credit facility
     assigned 'B/RR3'.

Fitch said the outlook on all ratings was stable.




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


* DOMINICAN REPUBLIC: May Seek IMF Stand-By Agreement Extension
---------------------------------------------------------------
The Dominican Republic's government could be forced to ask an
extension of the stand-by agreement with the International
Monetary Fund, Dominican Today reports.

Dominican Today relates that the government met all the
quantitative goals in the stand-by agreement.  However, the
Congress has not ratified several bills, which include:

          -- the criminalization of electrical fraud, and
          -- the issuing of internal bonds to recapitalize the
             Central Bank.

The bills must be ratified before the end of May, Dominican
Today notes.  Economy Minister Temistocles Montas is worried
that the Congress wouldn't pass them on time.

According to Dominican Today, an IMF delegation headed by Andy
Wolfe will arrive in the Dominican Republic to review the
nation's first quarter economic results to draft the letter of
intent that would give continuity to the accord.

The agreement centers in economic stability programs and
structural reforms in different areas.

Minister Montas commented to Dominican Today, "I think that
where we could have some problems is in the part having to do
with the approval of some pending reforms on the part of
Congress."

The bill that alters the General Electricity Law 125-01 to
criminalize electrical fraud is still in the Chamber of
Deputies, as other aspects were introduced that offended
industrialists' and government officials' interest.  The
deputies are also still analyzing a bill to recapitalize the
Central Bank, Dominican Today states.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 4, 2007, Moody's Investors Service upgraded the Dominican
Republic government's foreign- and local-currency bond ratings
to B2 from B3.  The Dominican Republic's foreign-currency
country ceiling was upgraded to Ba3 from B1.  The country's
ceiling for foreign-currency bank deposits was also upgraded to
B3 from Caa1.  Moody's said all ratings have stable outlook.




=============
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GENERAL MOTORS: Mulls Sale of Midsize Truck Unit to Navistar
------------------------------------------------------------
General Motors Corp. is contemplating on the sale of its
medium-duty truck business -- which primarily makes the
Chevrolet Kodiak and GMC TopKick work trucks built in Flint,
Michigan -- to Navistar International Corp., various reports
say.

GM and Navistar are still in discussion and declined to comment.
However, analysts observe that the sale could potentially
benefit GM as Navistar may acquire engineering resources and
other assets needed to support the business.

The action, various sources relate, is in harmony with the GM's
restructuring, which includes cost cutting and job slashing and
the sale of the Allison Transmission unit in Indianapolis.

GM wants to focus on raising profit on the cars and light trucks
operations, after Toyota Motor Corp. outperformed GM in sales
worldwide last quarter.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries.

General Motors has Asia-Pacific operations in India, China,
Indonesia, Japan, the Philippines, among others. I t has
locations in European countries including Belgium, Austria, and
France.  In Latin-America, the company maintains locations in
Argentina, Brazil, Chile, Colombia, Ecuador, Venezuela, Paraguay
and Uruguay.

                        *     *     *

Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to General Motors Corp.'s proposed US$1.5 billion senior
term loan facility, expiring 2013, with a recovery rating of
'1'.  The 'B+' rating was placed on Creditwatch with negative
implications, consistent with the other issue ratings of GM,
excluding recovery ratings.

Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to General Motors Corp.'s proposed US$1.5 billion senior
term loan facility, expiring 2013, with a recovery rating of
'1'.  The 'B+' rating was placed on Creditwatch with negative
implications, consistent with the other issue ratings of GM,
excluding recovery ratings.

Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
proposed US$1.5 Billion secured term loan of General Motors
Corporation.  The term loan is expected to be secured by a first
priority perfected security interest in all of the US machinery
and equipment, and special tools of GM and Saturn Corporation.


PETROECUADOR: Unit's Production Drops to 166,467 Barrels Per Day
----------------------------------------------------------------
Ecuadorian state-owned oil firm Petroecuador said in a statement
that its subsidiary Petroproduccion's output decreased 2.64% to
an average 166,467 barrels per day in May, compared to the
average in January.

Business News Americas relates that the decrease in production
is due to the attacks on the Petroproduccion's operations by
Amazon residents.

According to BNamericas, Petroecuador wants to increase security
in Amazon by deploying armed forces.

However, the Ecuadorian mines and energy ministry thinks there
may be deeper problems affecting crude output.  It has asked
Petroecuador to give more details on the technical nature of the
production decline, BNamericas states.

Petroecuador, according to published reports, is faced with
cash-problems.  The state-oil firm has no funds for maintenance,
has no funds to repair pumps in diesel, gasoline and natural gas
refineries, and has no capacity to pay suppliers and vendors.
The government refused to give the much-needed cash alleging
inefficiency and non-transparency in Petroecuador's dealings.




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


GRUPO CUSCATLAN: Citigroup Buy Cues Fitch To Lift Units' Ratings
----------------------------------------------------------------
Fitch Ratings has upgraded the ratings of Grupo Cuscatlan's
subsidiaries, following the successful acquisition of these
entities by Citigroup from Corporacion UBC Internacional --
UBCI.  The following Banco Cuscatlan de El Salvador -- BCES --
ratings have been removed from Rating Watch Positive and the
Rating Outlook is Stable:

     -- Long-term Issuer Default Rating upgraded to 'BBB-' from
        'BB';
     -- Short-term rating upgraded to 'F2' from 'B';
     -- Support to '2' from '5';
     -- Individual affirmed at 'D'.

The national-scale ratings of Grupo Cuscatlan's subsidiaries in
Panama and Honduras were upgraded as follows and the Rating
Outlook is Stable:

   Banco Cuscatlan de Panama:

     -- National scale long-term rating upgraded to 'AAA(pan)'
        from 'A(pan)';

     -- National scale short-term rating upgraded to 'F1+(pan)'
        from 'F1(pan)'.

   Banco Cuscatlan de Honduras:

     -- National scale long-term rating upgraded to 'AAA(hnd)'
        from 'A+(hnd)';

     -- National scale short-term rating affirmed at 'F1+(hnd)'.

Going forward, Grupo Cuscatlan's subsidiaries will benefit from
strong potential support provided by the new and Fitch rated
'AA+' shareholder Citigroup.  Fitch believes this acquisition
provides Citigroup with a robust franchise in Central America.
Cuscatlan's subsidiaries, mostly focused on commercial and
corporate banking, complement the recent acquisition of Grupo
Financiero Uno, prominently focused on retail lending,
especially through credit cards.  Overall economic prospects
continue to be positive for the region.

BCES' Issuer Default Rating and Support rating are constrained
by El Salvador's country ceiling at 'BBB-'.  Its Individual
rating remains at 'D' due to the bank's challenges in terms of
capital adequacy, asset quality and profitability.  BCES' rating
could also benefit over time from the integration into
Citigroup, depending on the scope and timeframe of measures
implemented to enhance BCES' financial profile.




===============
H O N D U R A S
===============


* HONDURAS: Will Launch Bidding for Storage Terminal Project
------------------------------------------------------------
Honduras' oil administrative commission executive secretary Lucy
Bu de Bueso told Business News Americas that the government
could release next week details of plans to launch bidding for
the construction of fuel storage terminals.

Ms. Bu de Bueso said that the terminals are part of the
government's fuel supply project, BNamericas notes.  Though
information on the terminals was released last year, some
changes are being made.  Original plans called for awarding a
design, construct, run and transfer project for a terminal at
Puerto Castilla.

BNamericas relates that the government launched the tender in
2006 to guarantee the long-term supply of low-priced fuels
through a competitive process.

The fuel supply project's bidding process has been delayed due
to legal issues related to government plans to use existing
storage infrastructure, BNamericas says, citing Ms. Bu de Bueso.

US oil firm ConocoPhillips and Mexico's Gas del Caribe were the
best bidders in last year's tender.  ConocoPhillips will supply
premium and regular gasoline as well as diesel.  Gas del Caribe
will supply liquefied petroleum gas.  The two firms will stil
sign the contracts, BNamericas states.

                        *     *     *

Moody's Investor Service assigned these ratings on Honduras:

                     Rating     Rating Date

   Senior Unsecured    B2       Sept. 29, 1998
   Long Term IDR       B2       Sept. 29, 1998




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J A M A I C A
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GOODYEAR TIRE: Prices Public Offering of 22.7 Mil. Common Stock
---------------------------------------------------------------
The Goodyear Tire & Rubber Company disclosed that its public
offering of 22,727,272 shares of its common stock was priced at
US$33.00 per share.  In addition, Goodyear has granted the
underwriters a 30-day option to purchase up to an additional
3,409,091 shares of its common stock to cover any over-
allotments.  The offering is expected to close on May 22, 2007.

Net proceeds from this offering, after deducting underwriting
discounts and commissions, are expected to be approximately
US$725 million, or US$834 million if the underwriters exercise
their over-allotment option in full.

Goodyear intends to use the net proceeds from the offering to
redeem approximately US$175 million in principal amount of its
outstanding 8.625% senior notes due in 2011 and approximately
US$140 million in principal amount of its outstanding 9.00%
senior notes due in 2015.  The company expects to use the
remaining net proceeds of the offering for general corporate
purposes, which may include, among other things, investments in
growth initiatives within the company's core tire businesses and
the repayment of additional debt.

Deutsche Bank Securities, Citi and Goldman, Sachs & Co. served
as joint book-running managers of the offering.

A shelf registration statement was filed with the U.S.
Securities and Exchange Commission and became automatically
effective upon filing on May 9, 2007.  The offering of the
common stock may be made only by means of a prospectus
supplement and the accompanying prospectus, copies of which may
be obtained from:

          Deutsche Bank Securities Prospectus Department
          100 Plaza One
          Jersey City, NJ 07311
          Tel: (800) 503-4611

          Citigroup Global Markets Inc.
          Brooklyn Army Terminal
          140 58th Street, 8th Floor
          Brooklyn, NY 11220
          Tel: (718) 765-6732

          Goldman, Sachs & Co.
          Prospectus Department
          85 Broad St.
          New York, NY 10004
          Tel: (212) 902-1171
          Fax: (212) 902-9316

          Goodyear's Investor Relations Department
          1144 E. Market St.
          Akron, OH 44316,
          Tel: (330) 796-3751.

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear Tire has marketing operations in almost
every country around the world including Chile, Colombia,
Guatemala, Jamaica and Peru in Latin America.  Goodyear employs
more than 80,000 people worldwide.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 11, 2007, Moody's Investors Service upgraded Goodyear Tire &
Rubber Company's Corporate Family Rating to Ba3 from B1 and
maintained a positive rating outlook.  Moody's also affirmed
Goodyear's liquidity rating of SGL-2.  The actions follow an
announcement by Goodyear of plans to raise approximately US$750
million of new equity capital, which marks important further
progress in the company's plans to strengthen its balance sheet.


GOODYEAR TIRE: Unit Posts US$3.8 Million First Quarter Net Loss
---------------------------------------------------------------
Goodyear Jamaica Limited, The Goodyear Tire & Rubber Co.'s
Jamaican subsidiary, told the Jamaica Observer that it lost
about US$3.8 million in the first quarter 2007, compared to net
income of US$12.8 million in 2006.

The first quarter 2007 results were affected by increased costs
associated with the quick import of tyres from other locations
within Goodyear Tire's global network and import duties paid on
product that was re-exported to other markets in the Caribbean.
Export duties paid totaled US$17.1 million in the first quarter
and is expected to be fully recoverable within the year, The
Observer reports, citing Goodyear Jamaica.

The Observer notes that Goodyear Jamaica said its sales
decreased 11% in the first quarter 2007, compared to the same
quarter in 2006, due to a fire at its warehouse and offices on
Jan. 11.

Goodyear Jamaica General Manager Steve Miller told The Observer,
"The first quarter was an unusual period for Goodyear Jamaica.
Much of our efforts were concentrated on business continuity
activities.  However, we are very pleased with the customer
service resulting from these activities.  We thank our dealers
for their support and understanding during this period."

According to The Observer, sales decreased 11% to US$288 million
in the first quarter 2007, compared to the first quarter 2006,
primarily due to a reduction in product availability resulting
from the fire that destroyed a large percentage of Goodyear
Jamaica's inventory.

Goodyear Jamaica said in a news release, "In addition, Goodyear
Jamaica expects to receive insurance proceeds to compensate it
for lost revenue and increased costs resulting from the fire.
The company expects to have settlement by the third quarter of
this year."

Mr. Miller told The Observer, "In the immediate aftermath of the
January fire, after securing the safety of our associates, our
attention immediately turned to minimizing the business impact
on our dealers.  Although some of our alternative supply sources
were more expensive than our normal sources, we were able to
sharply decrease the cycle time from product order to customer
delivery, which minimized the impact on our dealers and on
consumers."

The Observer relates that Goodyear Jamaica said selling,
general, and administrative costs increased 41% to US$34.3
million in the first quarter 2007, from 2006, due, in part, to
fire-related office relocation expenses.

Mr. Miller commented to The Observer, "The prospects for the
remainder of 2007 look positive as our fill rates continue to
improve and our business strengthens its presence in the
Jamaican market."

                   About Goodyear Jamaica

Goodyear Jamaica Limited is a subsidiary of The Goodyear Tyre &
Rubber Company.  It manufactures tyres, engineered rubber
products and chemicals in over 90 facilities in 28 nations
around the world and has over 75,000 workers worldwide.

                    About Goodyear Tire

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear Tire has marketing operations in almost
every country around the world including Chile, Colombia,
Guatemala, and Peru in Latin America.  Goodyear employs more
than 80,000 people worldwide.  The company's European operation
is headquartered in Belgium.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 14, 2007, Moody's Investors Service upgraded Goodyear Tire &
Rubber Company's Corporate Family Rating to Ba3 from B1 and
maintained a positive rating outlook.  Moody's also affirmed
Goodyear's liquidity rating of SGL-2.

Ratings revised:

Goodyear Tire & Rubber Company

    * Corporate Family Rating to Ba3 from B1

    * US$1.5 billion first lien revolving credit facility to
      Baa3 (LGD-1, 3%) from Ba1 (LGD-1, 4%)

    * US$1.2 billion second lien term loan to Ba1 (LGD-2, 17%)
      from Ba2 (LGD-2, 20%)

    * Third lien secured term loan to Ba3 (LGD-4, 58%)
      from B2 (LGD-4, 59%)

    * 11% senior secured notes to Ba3 (LGD-4, 58%)
      from B2 (LGD-4, 59%)

    * Floating rate senior secured notes to Ba3 (LGD-4 58%)
      from B2 (LGD-4, 59%)

    * 9% senior notes to Ba3 (LGD-4, 58%) from B2 (LGD-4, 59%)

    * 8-5/8 % senior unsecured notes due 2011 to Ba3 (LGD-4,58%)
      from B2 (LGD-4, 59%)

    * Floating rate unsecured note due 2009, Ba3 (LGD-4, 58%)
      from B2 (LGD-4, 59%)

    * 6-3/8% senior notes to B2 (LGD-6, 94%) from B3 (LGD-6,
      94%)

    * 7-6/7% senior notes to B2 (LGD-6, 94%) from B3 (LGD-6,
      94%)

    * 7% senior notes to B2 (LGD-6, 94%) from B3 (LGD-6, 94%)

    * Senior unsecured convertible notes to B2 (LGD-6, 94%)
      from B3 (LGD-6, 94%)

Goodyear Dunlop Tyres Europe B.V. and certain subsidiaries

    * EUR505 million of first lien revolving credit facilities
      to Baa3 (LGD-1, 3%) from Ba1 (LGD-1, 4%)

Ratings affirmed:

Goodyear Tire & Rubber Company

    * Speculative Grade Liquidity rating, SGL-2

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 16, 2007, Standard & Poor's Ratings Services placed its 'B-'
ratings on the class A-1 and A-2 certificates from the $46
million Corporate Backed Trust Certificates Goodyear Tire &
Rubber Note-Backed Series 2001-34 Trust on CreditWatch with
positive implications.


KAISER ALUMINUM: UBS Maintains Buy Rating on Firm's Shares
----------------------------------------------------------
UBS analysts have kept their "buy" rating on Kaiser Aluminum
Corporation's shares, Newratings.com reports.

According to Newratings.com, the target price was decreased to
US$92 from US$100.

The analysts said in a research note published on May 16 that
Kaiser Aluminum's first quarter earnings per share and EBITDA
were short of the consensus.

UBS told Newratings.com that Kaiser Aluminum's operating margins
were flat in the first quarter 2007 sequentially due to cost
pressures.

Newratings.com relates that the analysts said there is low
transparency and visibility into the non-aerospace focused
fabricated business.

The earnings per share estimate for 2007 decreased to US$3.00
from US$3.70, while estimate for 2008 dropped to US$4.23 from
US$4.60, Newratings.com states.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corp. (NASDAQ:KALU) -- http://www.kaiseraluminum.com/-- is a
leading producer of fabricated aluminum products for aerospace
and high-strength, general engineering, automotive, and custom
industrial applications.  Kaiser Aluminum has subsidiaries in
Jamaica.

The company, along with its Jamaican subsidiaries, filed for
chapter 11 protection on Feb. 12, 2002 (Bankr. Del. Case No. 02-
10429), and has sold off a number of its commodity businesses
during course of its cases.  Corinne Ball, Esq., at Jones Day,
represents the Debtors in their restructuring efforts.  Lazard
Freres & Co. serves as the Debtors' financial advisor.  Lisa G.
Beckerman, Esq., H. Rey Stroube, III, Esq., and Henry J. Kaim,
Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, and William P.
Bowden, Esq., at Ashby & Geddes represent the Debtors' Official
Committee of Unsecured Creditors.  The Debtors' Chapter 11 Plan
became effective on July 6, 2006, and the company emerged from
Chapter 11.  On June 30, 2004, the Debtors listed
US$1.619 billion in assets and US$3.396 billion in debts.


NATIONAL WATER: Calling for Bids on Water Works for Port Antonio
----------------------------------------------------------------
National Water Commission's communications manager Charles
Buchanan told Business News Americas that the firm will call for
bids this year on the first stage of works for its water, sewage
and drainage project in Port Antonio.

Mr. Buchanan said that environmental impact assessments, or
EIAs, as well as engineering designs for stages 1 and 2 of the
project have been concluded, BNamericas notes.  Construction
works are awaiting authorization from environmental authorities.

According to BNamericas, the stage 1 works focus on improving:

          -- water distribution,
          -- sewage collection, and
          -- storm water drainage for the town.

Mr. Buchanan told BNamericas that the works will also involve
preparations for the construction of a wastewater treatment
plant and system.  Completion of these works could take 18
months.

BNamericas relates that stage 2 works concentrate chiefly on the
development of additional water resources, as well as the
delivery of collected sewage flows for treatment and disposal.

Mr. Buchanan told BNamericas that stage 2 will take 24 months to
complete.  Some of the works could be done at the same time as
stage 1, while others can't start until stage 1 works are
concluded.

Another National Water official said that the company hired
engineering and construction firm Kellog, Brown & Root to
conduct designs for the project, according to BNamericas.  The
total project was expected to cost J$3.7 billion, and would be
completed in 2009.

The project received a EUR15-million loan for the project from
the European Investment Bank in June 2002, National Water posted
on its Web site.

                        *     *     *

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.




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M E X I C O
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BENCHMARK ELECTRONICS: Pemstar Buy Cues S&P to Remove Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on
Angleton, Texas-based Benchmark Electronics Inc. from
CreditWatch, where they were placed with positive implications
on Nov. 1, 2006.  The 'BB-' corporate credit rating is affirmed;
the outlook is stable.

"The rating actions follow the company's stock-based acquisition
of Pemstar, Inc. and a review of 2006 results," said Standard &
Poor's credit analyst Lucy Patricola.  While Pemstar adds
complementary customers and programs to Benchmark's portfolio,
with a minimum of redundant facilities, Benchmark recently
experienced share erosion at its key customer, Sun Microsystems;
end-market softness in some of its largest sectors; and program
ramp delays.

The ratings reflect Benchmark's mid-tier industry position,
significant customer concentration, and challenges posed by
volatile computing and communications end-market demand.  These
concerns partly are offset by consistent operating performance
and a strong financial profile for the rating.  Benchmark had no
funded debt outstanding as of March 2007, and lease-related
adjustments are nominal at US$25 million.

Benchmark provides electronic manufacturing services, primarily
in the high-end computing and communications equipment markets,
although the company has made strides at diversifying its
revenue base organically and through its recent acquisition of
Pemstar.  Still, following the acquisition, computing and
telecommunications remain about 70% of total sales.  Medical
devices, industrial controls, and instrumentation accounted for
the balance.  At US$2.9 billion in 2006 annual revenue, the
company is the smallest in the rated EMS sector.

                About Benchmark Electronics

Based in Angleton, Texas, Benchmark Electronics Inc. (NYSE: BHE)
-- http://www.bench.com/-- manufactures electronics and
provides services to original equipment manufacturers of
computers and related products for business enterprises, medical
devices, industrial control equipment, testing and
instrumentation products, and telecommunications equipment.  The
company's global operations include facilities in The
Netherlands, Romania, Ireland, Brazil, Mexico, Thailand,
Singapore, and China.


COLLINS & AIKMAN: Canadian Unit Files for CCAA Protection
---------------------------------------------------------
Collins & Aikman Corporation disclosed that its Canadian Soft
Trim operations applied for creditor protection under the
Companies' Creditors Arrangement Act (Canada) in the Ontario
Superior Court of Justice.

The company's Canadian Soft Trim operations are comprised of
Collins & Aikman Holdings Canada Inc. and Collins & Aikman
Canada Inc.  The CCAA filing for Collins & Aikman's Canadian
Soft Trim operations is a necessary step in finalizing the
previously announced sale of its Soft Trim business unit to
International Automotive Components Group North America Inc.

"This CCAA filing is intended to facilitate efforts to finalize
our proposed Soft Trim sale to IAC NA," said John Boken, Collins
& Aikman's Chief Restructuring Officer.  "We expect to work
closely with IAC NA, our customers, suppliers and employees, as
well as the US and Canadian courts over the coming weeks to
close the Soft Trim transaction.  We look forward to completing
this transition and giving our Soft Trim employees the
opportunity to prosper under new ownership."

The Soft Trim sale transaction approval hearing is scheduled for
June 5, 2007.

In connection with the filing, Collins & Aikman sought and
obtained orders staying creditors and other third parties from
terminating agreements with the companies or otherwise taking
enforcement steps.  Additionally, as part of the initial court
order, Collins & Aikman Products Co. obtained an order under
section 18.6 of the CCAA recognizing Products Co.'s Chapter 11
bankruptcy proceedings in the United States, which will provide
Products Co. with a stay of proceedings in Canada.

Collins & Aikman's Canadian Soft Trim entities will continue
operations in the ordinary course during the CCAA proceedings
under the leadership of their existing management team.

Ernst & Young Inc. was appointed by the Court as the Monitor in
the CCAA proceedings.

                   About Collins & Aikman

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company
operates in Latin America through its facilities in Mexico.

The company and its debtor-affiliates filed for chapter 11
protection on May 17, 2005 (Bankr. E.D. Mich. Case No. 05-
55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael
S. Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP,
represents the Official Committee of Unsecured Creditors
Committee.  When the Debtors filed for protection from their
creditors, they listed US$3,196,700,000 in total assets and
US$2,856,600,000 in total debts.

                         Plan Update

On Aug. 30, 2006, the Debtors filed their chapter 11 plan and
disclosure statement explaining that plan.  On Dec. 22, 2006,
they filed an amended chapter 11 plan and on Jan. 24, 2007,
filed a modified chapter 11 plan.  On Jan. 25, 2007, the Court
approved the adequacy of the Debtors' amended disclosure
statement.  The confirmation hearing, originally set for
April 19, 2007, has been adjourned to May 24, 2007.


CROWN HOLDINGS: March 31 Balance Sheet Upside-Down by US$513 Mln
----------------------------------------------------------------
Crown Holdings Inc.'s balance sheet as of March 31, 2007,
reflected total assets of US$6.6 billion, total liabilities of
US$6.8 billion, and minority interest of US$288 million,
resulting in a total stockholders' deficit of US$513 million.

Net sales in the first quarter grew to US$1.7 billion, up 12.4%
over the US$1.5 billion in the first quarter of 2006.  The
increase in sales was primarily attributable to stronger sales
unit volumes, the pass-through of higher raw material costs and
foreign currency translation.

The company had a net income of US$16 million for the first
quarter 2007, as compared with a net income of US$10 million for
the first quarter 2006.  In 2005, the company recorded a loss
from discontinued operations of US$2 million.

Net income from continuing operations in the first quarter was
US$16 million, as compared with net income from continuing
operations of US$12 million in the first quarter of 2006.  In
last year's first quarter, the company reported a net charge of
US$6 million related primarily to the restructuring of food can
operations in Spain.

                     Debts and Borrowings

As of March 31, 2007, the company had US$411 million of
borrowing capacity available under its revolving credit
facility, equal to the total facility of US$800 million less
US$324 million of borrowings and US$65 million of outstanding
standby letters of credit.

The reduction of debt remains a principal strategic goal of the
company and is primarily dependent upon its ability to generate
cash flow from operations.  In addition, the company may
consider divestitures from time to time, the proceeds of which
may be used to reduce debt.  The company's total debt of US$3.7
billion at March 31, 2007, increased US$66 from US$3.6 billion
at March 31, 2006, including US$121 million of increase due to
foreign currency translation.

The company seeks to reduce its asbestos-related costs through
prudent case management.  Asbestos-related payments were US$26
million for the full year of 2006 and US$4 million for the first
three months of 2007, and the company expects to pay about US$25
million for the full year of 2007.

Full-text copies of the company's first quarter 2007 report are
available for free at http://ResearchArchives.com/t/s?1f1b

Commenting on the quarter, John W. Conway, chairman and chief
executive officer, stated, "I'm pleased to report that we have
started the year well.  Volumes were on plan and reflected
increases across most products and regions.  We recovered
previously lost volumes in our North American beverage can
business and our North American food can business continued its
improvements in product mix, operating efficiencies and volume.
Equally important, implementation of a cost recovery pricing
initiative in our European beverage can business is also on
plan. During the quarter, we completed and commercialized a
second beverage can line in Ho Chi Minh City, Vietnam.  In
addition, we began construction in Cambodia of a new beverage
can plant outside of the capital city Phnom Penh.  We believe
that these are fast growing markets with long-term potential and
we are pleased to be growing with our customers there."

                     About Crown Holdings

Philadelphia, Pa.-based Crown Holdings Inc. (NYSE: CCK)
-- http://www.crowncork.com/-- through its affiliated
companies, supplies packaging products to consumer marketing
companies around the world.  In Latin America, the Company has
operations in Mexico, and in South and Central America.  The
Company also maintains operations in Europe, particularly in the
United Kingdom and France. In the Asia-Pacific region, the
Company has an office in Singapore.

                        *     *     *

Standard & Poor's Ratings Services affirmed its 'BB-' rating and
its '2' recovery rating on Crown Holdings Inc.'s existing US$1.5
billion credit facilities including its US$200 million add-on
senior secured term loan B due 2012.


ENESCO GROUP: Wants Until June 25 to File Chapter 11 Plan
---------------------------------------------------------
Enesco Group Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the Northern District of Illinois to
extend their exclusive period to file a chapter 11 plan through
June 25, 2007.  The Debtors also ask the Court to extend their
exclusive period to solicit acceptance of that plan to
Aug. 27, 2007.

The Debtors tell the Court that they are in the process of
formulating a plan of liquidation.  The Debtors say that the
plan negotiation is complex since it involves various
constituencies including the Internal Revenue Service, equity
interests, prepetition lenders and the Official Committee of
Unsecured Creditors.

The Debtors need to resolve several significant issues before a
plan can be filed.  The Debtors contend that if all parties
agree to treatment under a plan, then they will be able to
maximize the value of their estates for all parties.

The Debtors disclose that they have also proceeded with
liquidation efforts that have resulted in substantial returns to
the estate.

The Debtors say that the Creditors Committee supports the
extension and that in return, they agree to file a plan
supported by the Committee.

The hearing to consider the Debtors' request is set for 10:00
a.m. on May 22, 2007.

Headquartered in Itasca, Illinois, Enesco Group, Inc. ---
http://www.enesco.com/-- is a producer of giftware, and home
and garden decor products.  Enesco's product lines include some
of the world's most recognizable brands, including Disney,
Heartwood Creek, Nickelodeon, Cherished Teddies, Lilliput Lane,
Border Fine Arts, among others.

Enesco distributes products to a wide array of specialty gift
retailers, home decor boutiques and direct mail retailers, as
well as mass-market chains.  The company serves markets
operating in Europe, particularly in the United Kingdom and
France, as well in the Asia Pacific in Australia and Hong Kong.
The Company also has Latin-American operations in Mexico.

Enesco Group and its two affiliates, Enesco International Ltd.
and Gregg Manufacturing, Inc., filed for chapter 11 protection
on Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).
Shaw Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps,
Slate, Meagher & Flom LLP, represent the Debtors.  The Debtors'
financial condition as of Nov. 30, 2006, showed total assets of
US$155,350,698 and total debts of US$107,903,518.


FRESENIUS AG: Moody's Affirms Ba2 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed all ratings of Fresenius AG,
and changed the outlook to positive from stable.  Concurrently,
Moody's has also affirmed the ratings of Fresenius's subsidiary,
Fresenius Medical Care & Co KGaA, and changed the outlook to
positive from stable.

According to Moody's, the rating affirmations for Fresenius and
FME reflect the successful integration of the Helios acquisition
by Fresenius AG and the acquisition of Renal Care Group by FME.

"The positive outlooks for FME and Fresenius reflect the
constant improvements in the operating performance of the two
companies driven by organic growth supported by the favorable
demographic fundamentals for healthcare services and medical
equipment and the progress in de-leveraging of both entities
capital structures.

"While both ratings carry positive outlooks we expect a faster
rating migration for Fresenius than for FME, given the broader
diversification of cash flow sources and a more pronounced
improvement in credit metrics expected for the next twelve
months than for FME," says Christian Hendker, Moody's lead
analyst for Fresenius and FME.

The affirmation of Fresenius's Ba2 Corporate Family Rating
(Ba2 PDR) reflects:

  (1) the group's sizeable scale as a global provider of
      healthcare services and medical products and the recurring
      nature of the revenue base;

  (2) its balanced level of geographical diversification;

  (3) its segmental diversification in the healthcare market
      supported by strong market positions; and

  (4) good financial flexibility.

However, the rating is constrained by:

  (1) still relatively high financial leverage following a
      number of sizeable acquisitions in recent years;

  (2) ongoing acquisition risk and the expectation for
      acquisition-related cash flow constraints over the medium
      term;

  (3) shareholder orientation; and

  (4) exposure to regulatory changes and pricing pressure from
      governments and healthcare organizations worldwide.

The positive outlook for Fresenius AG reflects the benefits of
an improved segmental diversification due to increasing
performance contributions of ProServe and Kabi which are
somewhat reducing the historical dependency on the operating
performance of FME.  Additionally, the group's credit metrics
are approaching historical levels, as reflected by Debt to
EBITDA of 3.7x in the fiscal year ending Dec. 31, 2006.  An
upgrade in Fresenius's ratings could be triggered by a clear
trend of improving CFO to Debt towards the high teens and
reducing Debt to EBITDA below 3.5x.

The affirmation of the Ba2 Corporate Family Rating for FME
(Ba2 Probability of Default or PDR) is supported by:

  (1) FME's absolute scale and a strong market position as a
      leading global provider of dialysis products and private
      dialysis services;

  (2) continued favorable industry growth trends as well as the
      recurring nature of FME's revenues;

  (3) high profitability levels; and

  (4) good financial flexibility.

FME's rating is constrained by:

  (1) its relatively high adjusted financial leverage;

  (2) the potential risks from the company's pure-play focus on
      the dialysis market, albeit mitigated by its position as a
      provider of both products and services;

  (3) the company's exposure to regulatory changes, government
      investigations and pricing pressure from governments and
      healthcare organisations worldwide; and

  (4) regional concentration on the North American market.

The positive outlook for FME incorporates Moody's view of the
stability of the dialysis market and is underpinned by
favourable demographic demand drivers the rating remains
constrained by relatively high financial leverage (Debt to
EBITDA of 3.9x in the fiscal year ending Dec. 31, 2006).  Given
a relatively more concentrated business profile than Fresenius,
FME's metrics would need to show a track record of Debt to
EBITDA below 3.5x and CFO to Debt in the high teens on a
sustained basis to accommodate a rating upgrade.

Moody's notes that the rating levels for Fresenius' Ba2
Corporate Family Rating and the Ba2 Corporate Family Rating of
its key subsidiary FME are not directly linked.  However,
Fresenius' consolidated operating performance and financial
leverage are highly correlated to FME, given the full
consolidation of FME's financial results (Fresenius AG holds a
36% economic interest in FME, but as result of FME's legal
status as a KGaA Fresenius has 100% management control of this
entity).  FME remains fully controlled and hence fully
consolidated by Fresenius AG as long as Fresenius owns more than
25% of FME.  Moody's notes that, although a change in the
consolidation method would affect the group's consolidated
operating performance and cash generation, it would also result
in a reduction in absolute debt levels.

The previous rating action for these issuers was on
March 31, 2006, when Moody's affirmed the ratings for Fresenius
and FME following US anti-trust approval and the expected
completion of the acquisition of Renal Care Group, Inc.

Outlook Actions:

* FMC Trust Finance S.a.r.l.

   -- Outlook, Changed To Positive From Stable

* Fresenius AG

   -- Outlook, Changed To Positive From Stable

* Fresenius Finance BV

   -- Outlook, Changed To Positive From Stable

* Fresenius Medical Care AG & KGaA

   -- Outlook, Changed To Positive From Stable

* Fresenius Medical Care Capital Trust II

   -- Outlook, Changed To Positive From Stable

* Fresenius Medical Care Capital Trust III

   -- Outlook, Changed To Positive From Stable

* Fresenius Medical Care Capital Trust IV

   -- Outlook, Changed To Positive From Stable

* Fresenius Medical Care Capital Trust V

   -- Outlook, Changed To Positive From Stable

Headquartered in Bad Homburg, Germany, Fresenius Medical Care AG
is the world's leading provider of dialysis products and
services.

Fresenius AG is a global health care company with products and
services for dialysis (through Fresenius Medical Care),
international healthcare services and facilities management
(Fresenius ProServe) and nutrition and infusion therapies
(Fresenius Kabi).  The company also operates facilities in
Australia, Brazil, Canada, China, France, Korea, Mexico,
Portugal and Sweden, among others.


INT'L RECTIFIER: Reporting Delay Cues Fitch to Watch Ratings
------------------------------------------------------------
Fitch Ratings has placed International Rectifier Corp.
(NYSE: IRF) on Rating Watch Negative following the company's
announcement that it will not meet U.S. Securities and Exchange
Commission financial reporting requirements due to an ongoing
investigation into accounting irregularities relating to
premature revenue recognition at one of IR's foreign
subsidiaries.

These ratings are placed on Rating Watch Negative:

     -- Issuer Default Rating of 'BB';
     -- Senior secured bank credit facility rating of 'BB+';
     -- Subordinated debt rating of 'BB-'.

International Rectifier has disclosed that, as a result of
accounting irregularities, the company's reported financial
results for the preceding eight quarters and the fiscal years
ended June 30, 2006, and June 30, 2005, are not reliable and may
require restating.  The accounting irregularities specifically
related to unsubstantiated orders, resulted in recording sales
with no associated customer obligations and shipping products to
warehouses not in the company's logistical system.  While these
activities have been discontinued, the investigation into the
extent of potential restatements of past operating results is
ongoing.  Pending the conclusion of the investigation,
International Rectifier has obtained amendments to its credit
facilities, pursuant to which the company will not be considered
in default for failing to meet its reporting requirements or
certain representations and warranties.  Fitch anticipates
resolving the Rating Watch upon International Rectifier
concluding the investigation, quantifying the impact to its
financial reports of the aforementioned relevant periods, and
filing its 10Q for the fiscal third quarter ended
March 31, 2007.  Material restatements could result in negative
rating actions.

Fitch believes the company's ability to draw down on its US$150
million senior secured revolving credit facility expiring 2011
may be limited until financial reporting requirements have been
met.  Nonetheless, Fitch believes International Rectifier's
liquidity position remains sufficient and supported by:

      i) approximately US$1.1 billion of cash and cash
         equivalents, including investments in securities with
         long-term maturities, and

     ii) approximately US$290 million of gross proceeds from the
         recent divestiture of its Power Systems Group.

Fitch expects annual free cash flow will be limited over the
next two years due to heightened capital spending.  As of
Dec. 31, 2006, total debt consisted of the US$550 million 4.25%
convertible subordinated notes due July 2007, which Fitch
believes will be repaid with available cash balances at
maturity, and approximately US$88 million of foreign bank loans.

Headquartered in El Segundo, Calif., International Rectifier
Corporation (NYSE:IRF) -- http://www.irf.com/-- provides
enabling technologies for products that work smarter, run
cooler, and raise the world's productivity-per-watt.  It has
manufacturing facilities in the U.S., Mexico, United Kingdom,
Germany and Italy; and has subsidiaries in Japan and Singapore.


KRONOS: Moody's Junks Rating on US$390 Mln Second Lien Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned Kronos, Inc. a first time B2
corporate family rating and a stable rating outlook.  Moody's
also assigned a first time Ba3 rating to the company's:

   -- first lien credit facilities (US$665 million term loan,
      due 2014, and US$60 million revolving credit facility,
      expires 2013); and

   -- a Caa1 rating to its US$390 million second lien term loan,
      due 2015.

On March 23, 2007, Kronos signed a definitive agreement to be
acquired by the private equity firm Hellman & Friedman Capital
Partners VI, L.P. and its related funds in a transaction valued
at approximately US$1.8 billion, of which approximately US$720
million of common equity will be funded by the equity sponsor.
Under the terms of the agreement, Kronos shareholders will
receive US$55.00 in cash for each share of Kronos common stock,
representing a 34.4% premium over Kronos' pre-announcement share
price.  Kronos' Board of Directors voted and has approved the
merger agreement.  The transaction remains subject to the
receipt of shareholder approval as well as the satisfaction of
other closing conditions.  The transaction is expected to close
in Kronos' fiscal 2007 fourth quarter (corresponding to the
third calendar quarter of 2007).

Kronos' B2 rating reflects the company's leadership position in
the workforce management software market, client diversity,
modest pretax income, low asset returns, and high financial
leverage.  The company's high geographic concentration, high
business line concentration, and good client diversity are
similar to business services peers rated Ba3.  At the same time,
Kronos' overall size (as measured by pre tax income),
profitability (as measured by return on assets) and financial
leverage (as measured by ratios of debt to EBITDA and free cash
flow to debt) are similar to B3 rated business services peers,
contributing to the company's overall B2 corporate family
rating.

The stable outlook reflects Moody's expectation that the company
will maintain market share and pricing power, contributing to a
gradual reduction in its financial leverage over the next
eighteen months.

What Could Change the Rating - Up

Kronos' B2 rating could experience upward rating pressure if the
company were to demonstrate consistent organic revenue and
profit growth in the mid to high single digits and reduce its
financial leverage such that its ratio of debt to EBITDA
adjusted for leases was 5.0 times or less on a consistent basis.

What Could Change the Rating - Down

Kronos' B2 rating could experience downward rating pressure if
its revenues or operating profits were to decline on a twelve
month basis, were there a substantial reduction in free cash
flow such that acquisition spending exceeded free cash flow on
an annual basis, or were there a large dividend distribution to
its equity sponsors.

Ratings assigned:

   -- Corporate Family Rating - B2

   -- US$60 million revolving credit facility (due 2013):
      Ba3, LGD 3, 30%

   -- US$665 million first lien term loan (due 2014): Ba3,
      LGD 3, 30%

   -- US$390 million second lien term loan (due 2015: Caa1,
      LGD 5, 84%

With about US$617 million of revenues for the twelve months
ended March 31, 2007, Kronos, Inc., headquartered in Chelmsford,
Massachusetts, is a provider of workforce management software,
including time and attendance software and talent management
(recruiting) software.

Headquartered in Chelmsford, Mass., Kronos Inc. --
http://www.kronos.com/-- provides a suite of solutions that
automate employee-centric processes, as well as tools to
optimize the workforce.  It provides workforce management
software, including time and attendance software and talent
management (recruiting) software.  The company offers its
products primarily in the United States, Canada, Mexico, the
United Kingdom, Australia, and New Zealand.

The company posts about US$617 million of revenues for the
twelve months ended March 31, 2007.


ODYSSEY RE: Declares US$0.0625 Per Share Quarterly Dividend
-----------------------------------------------------------
Odyssey Re Holdings Corp.'s Board of Directors declared a
quarterly cash dividend of US$0.0625 per common share, payable
on June 29, 2007, to shareholders of record at the close of
business on June 15, 2007.

In addition, the Board declared a cash dividend of US$0.5078125
per share on OdysseyRe's 8.125% non-cumulative Series A
preferred shares and US$0.5380081 per share on OdysseyRe's
floating rate non-cumulative Series B preferred shares.  The
dividends will be payable on July 20, 2007, to Series A and
Series B preferred shareholders of record on June 30, 2007.

Odyssey Re Holdings Corp. (NYSE: ORH) is an underwriter of
property and casualty treaty and facultative reinsurance, as
well as specialty insurance.  Odyssey Re operates through its
subsidiaries, Odyssey America Reinsurance Corp., Hudson
Insurance Co., Hudson Specialty Insurance Co.  Clearwater
Insurance Co., Newline Underwriting Management Limited and
Newline Insurance Co. Ltd.  The Company underwrites through
offices in the United States, London, Paris, Singapore, Toronto
and Mexico City.  Odyssey Re Holdings Corp. is listed on the New
York Stock Exchange under the symbol ORH.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2006,
Standard & Poor's affirmed its 'BBB-' counterparty credit and
'BB' preferred stock ratings on Odyssey Re Holdings Corp. and
removed them from CreditWatch negative.


PERI-WERK: High Profitability Cues Moody's to Lift Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded both the corporate family
rating and the senior unsecured debt ratings of Peri-Werk Artur
Schwoerer GmbH & Co. KG to Ba1 from Ba2.  The outlook has been
changed to stable.

"The upgrade reflects the company's ability to manage its
double-digit sales growth while maintaining a high level of
profitability and cash flow generation," said Matthias
Hellstern, Moody's lead analyst for Peri.

At the time of the last rating action in January 2006 when
Moody's had changed the outlook on the company's Ba2 ratings to
positive from stable, key criteria that Moody's set for an
upgrade to Ba1 was that Peri could cope with an ongoing strong
sales growth in 2006 (which at 21% was even stronger than
expected in FY 2006) without compromising its profitability. The
concern had been that profitability could have come under
pressure from the need to add further production and rental
capacities. However, the upgrade to Ba1 reflects the strength of
the company's business model allowing it to cope with such a
significant growth while at the same time maintaining high EBIT
margins.

The rating also reflects the company's well-diversified
geographical operations covering more than 55 countries and its
leading position in a strongly growing, albeit fragmented part
of the construction market, which should provide some resilience
to regional demand swings.

Moody's notes that the company's strong business model --
supported by clear management continuity within the family --
should allow Peri to continue to benefit from the current strong
global demand environment, resulting in double-digit growth
rates, profit margins above 15% and reduction in leverage as a
result of improving free cash flows.  However, the stable
outlook reflects Moody's caution that for an upgrade into
investment grade Peri would need to demonstrate some resilience
to cyclical demand swings, as the current strong performance and
significantly expanded business profile of Peri has not yet been
tested in a less benign market environment.  Moody's believes
that even in the case of another strong performance in 2007,
such a track record would need to be established over some time.

Ratings affected by this upgrade are:

* Peri-Werk Artur Schwoerer GmbH & Co. KG

   -- Long-term corporate family rating: Ba1, upgrade from Ba2;

   -- the PD rating has also been upgraded to Ba1, with a group
      LGD-assessment of 4 with a LGD rate of 50%

* Peri GmbH

   -- EUR250 million of Senior Fixed Rate Notes due in 2011:
      Ba1, upgrade from Ba2;

   -- LGD-assessment of 4 remains unchanged, with a
      LGD-rate of 53%

The last rating action on Peri was on January 16, 2006, when the
outlook was changed from stable to positive.

Headquartered in Weissborn, Germany, Peri is one of the world's
leading developers, manufacturers and suppliers of formwork
systems for cast-in-place concrete and providers of related
engineering and technical services.  As a family-owned business,
Peri employs over 4,000 staff and engages in the direct sale and
rental of formwork and scaffolding systems to the construction
industry and also offers supporting services which complement
its core businesses including clean-up, repair and logistics.
With more than 70 sales and rental parks worldwide, Peri is
considered to operate the largest rental stock of formwork
systems, enabling it to offer just in time delivery to more than
25,000 customers. Revenues generated in 2006 accounted for
EUR922 million, an increase of 21% compared to 2005.

The company has operations in Australia, Canada, India, Japan,
Denmark, Italy, Mexico and the United States.


SPANSION INC: Fitch Puts B+ Rating on US$550MM Sr. Secured Notes
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B+/RR2' to Spansion
Inc.'s (Nasdaq: SPSN) US$550 million senior secured floating-
rate notes due 2013 issued pursuant to Rule 144A, the net
proceeds from which will be used to repay the outstanding
obligations under the company's US$500 million senior secured
term loan facility due 2012.  The remainder of net proceeds will
be used for general corporate purposes, including capital
expenditures and working capital.

Fitch has withdrawn the 'BB-/RR1' rating of the approximately
US$500 million senior secured term loan facility in anticipation
of Spansion's repayment of this tranche of debt.  Additionally,
Fitch has downgraded the US$175 million senior secured revolving
credit facility due 2010 to 'B+/RR2' from 'BB-/RR1.'  In
conjunction with the refinancing, Fitch has affirmed these
ratings:

    -- Issuer Default Rating of 'B-';
    -- US$250 million of 11.75% senior unsecured notes due 2016
       at 'CCC+/RR5'; and
    -- US$207 million of 2.25% convertible senior subordinated
       debentures due 2016 at 'CCC/RR6'.

The Rating Outlook remains Negative.  Approximately US$1.1
billion of total debt is affected by Fitch's actions.

The recovery ratings continue to incorporate Fitch's
expectations that recovery would be maximized under
reorganization rather than liquidation in a distressed scenario.
The lower recovery ratings for the secured debt reflect the
company's increased debt levels in conjunction with lower
profitability for the most recent 4-quarter period.  Pro forma
for the private placement and repayment of the term loan,
Spansion's secured and total debt increased by US$50 million to
US$1.15 billion from US$1.10 billion while operating EBITDA
declined to a Fitch estimated US$419 million for the latest 12
months ended March 31, 2007, from US$455 million for fiscal year
2006.  Fitch believes Spansion's US$725 million of secured
facilities, including the US$550 million senior secured notes
and assumption of a fully drawn US$175 million revolving credit
facility, would recover 71-90% in a reorganization scenario,
resulting in a rating of 'RR2.'  The waterfall analysis provides
0%-10% recovery for the approximately US$229 million of rated
senior unsecured debt and approximately US$207 million of senior
subordinated notes, which result in recovery ratings of 'RR6.'
Nonetheless, the 'RR5' recovery rating for the senior unsecured
notes is affirmed reflecting its superior position in the
capital structure and, therefore, recovery prospects.

Pro forma for the private placement, Fitch believes Spansion's
liquidity improved slightly and was sufficient to meet near-term
financial obligations.  Pro forma liquidity as of March 31, 2007
was supported by:

    i) approximately US$702 million of cash and cash equivalents
       and

   ii) approximately US$256 million of available borrowings
       under the company's various existing credit facilities
       (subject to certain borrowing base and covenant
       limitations), including Spansion's undrawn US$175 million
       senior secured U.S. revolving credit facility expiring
       2010.  Fitch's expectations for cash burn of
       approximately US$500 million in 2007 should be partially
       offset by approximately US$150 million of gross proceeds
       from Spansion's recently closed sale of its JV1 and JV2
       manufacturing facilities to Fujitsu.

Pro forma for the refinancing, total debt at March, 31, 2007,
was approximately US$1.15 billion and consisted of:

    i) the aforementioned US$550 million senior secured notes
       due 2013;

   ii) US$250 million of 11.25% senior notes due 2016;

  iii) US$207 million of 2.25% convertible senior subordinated
       debentures due 2016;

   iv) obligations under capital leases; and v) borrowings under
       various foreign credit facilities.

Spansion Inc., -- http://www.spansion.com/--headquartered in
Sunnyvale, California, and parent of Spansion LLC, is a leading
provider of flash memory semiconductors that's after its initial
public offering in December 2005, is owned approximately 38% by
Advanced Micro Devices and 25% by Fujitsu Limited.

The company has European operations in France, Asia-Pacific
facilities in Japan, China, Malaysia and Thailand, as well as
sales offices in Latin American countries including Brazil and
Mexico.


U.S. STEEL: Plans US$900 Million Senior Notes' Offering
-------------------------------------------------------
United States Steel Corporation disclosed its intent to offer
US$900 million aggregate principal amount of Senior Unsecured
Notes.  The issuance of the Notes is subject to market and other
conditions.

The proceeds of the offering are intended to be used to redeem
all of the currently outstanding 9.75% Senior Notes due 2010 and
to fund a portion of the Lone Star Technologies, Inc.
acquisition.

J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated,
Banc of America Securities LLC and RBS Greenwich Capital will be
joint book runners for this offering.

Headquartered in Pittsburgh, Pennsylvania, United States Steel
Corporation (NYSE: X) -- http://www.ussteel.com/-- manufactures
a wide variety of steel sheet, tubular and tin products; coke,
and taconite pellets; and has a worldwide annual raw steel
capability of 26.8 million net tons. U. S. Steel's domestic
primary steel operations are: Gary Works in Gary, Ind.; Great
Lakes Works in Ecorse and River Rouge, Mich.; Mon Valley Works,
which includes the Edgar Thomson and Irvin plants, near
Pittsburgh and Fairless Works near Philadelphia, Pa.; Granite
City Works in Granite City, Ill.; Fairfield Works near
Birmingham, Ala.; Midwest Plant in Portage, Ind.; and East
Chicago Tin in East Chicago, Ind.  The company also operates two
seamless tubular mills, Lorain Tubular Operations in Lorain,
Ohio; and Fairfield Tubular Operations near Birmingham, Ala.

U. S. Steel produces coke at Clairton Works near Pittsburgh, at
Gary Works and Granite City Works. On Northern Minnesota's
Mesabi Iron Range, U. S. Steel's iron ore mining and taconite
pellet operations, Minnesota Taconite and Keewatin Taconite,
support the steelmaking effort, and its subsidiary ProCoil
Company provides steel distribution and processing services.

U.S. Steel's steelmaking subsidiaries U.S. Steel Kosice, s.r.o.,
in Kosice, Slovakia and U.S. Steel Serbia, d.o.o, in Sabac and
Smederevo, Serbia.  Acero Prime, the company's joint venture
with Feralloy Mexico, S.R.L. de C.V. and Intacero de Mexico,
S.A. de C.V., provides Mexico's automotive and appliance
manufacturers with total supply chain management services
through its slitting and warehousing facility in San Luis Potosi
and its warehouse in Ramos Arizpe.


U.S. STEEL: S&P Rates Proposed US$900 Mil. Notes Offering at BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured rating to the proposed offering of US$900 million in
senior unsecured notes of United States Steel Corp.
(BB+/Stable/--).

These notes, which will be issued in 6-, 10- and 30-year
tranches, are being issued under the company's unlimited shelf
registration filed on March 6, 2007.

Proceeds from the issuance are expected to be used to refinance
existing debt and to partially fund the acquisition of Lone Star
Technologies Inc. (BB-/Watch Pos/--).  Pro forma for this
financing and other related financings associated with the Lone
Star transaction, U.S. Steel will have about US$3.6 billion in
debt adjusted for operating leases and postretirement
obligations.

Ratings on U.S. Steel reflect the integrated steel producer's
capital-intensive operations, exposure to highly cyclical and
competitive markets, increased input costs, a high degree of
operating leverage and aggressive financial leverage, including
underfunded postretirement benefit obligations.  Ratings also
reflect the company's good liquidity, value-added product mix,
good scope and breadth of product and operations, and benefits
from its backward integration into iron ore and coke production.


Ratings List

United States Steel Corp.
Corporate Credit Rating         BB+/Stable/--
  US$900 mil Sr. Unsecured Notes        BB+

                       About U.S. Steel

Headquartered in Pittsburgh, Pennsylvania, United States Steel
Corporation (NYSE: X) -- http://www.ussteel.com/-- manufactures
a wide variety of steel sheet, tubular and tin products; coke,
and taconite pellets; and has a worldwide annual raw steel
capability of 26.8 million net tons. U. S. Steel's domestic
primary steel operations are: Gary Works in Gary, Ind.; Great
Lakes Works in Ecorse and River Rouge, Mich.; Mon Valley Works,
which includes the Edgar Thomson and Irvin plants, near
Pittsburgh and Fairless Works near Philadelphia, Pa.; Granite
City Works in Granite City, Ill.; Fairfield Works near
Birmingham, Ala.; Midwest Plant in Portage, Ind.; and East
Chicago Tin in East Chicago, Ind.  The company also operates two
seamless tubular mills, Lorain Tubular Operations in Lorain,
Ohio; and Fairfield Tubular Operations near Birmingham, Ala.

U. S. Steel produces coke at Clairton Works near Pittsburgh, at
Gary Works and Granite City Works. On Northern Minnesota's
Mesabi Iron Range, U. S. Steel's iron ore mining and taconite
pellet operations, Minnesota Taconite (Minntac) and Keewatin
Taconite (Keetac), support the steelmaking effort, and its
subsidiary ProCoil Company provides steel distribution and
processing services.

U.S. Steel's steelmaking subsidiaries U.S. Steel Kosice, s.r.o.,
in Kosice, Slovakia and U.S. Steel Serbia, d.o.o, in Sabac and
Smederevo, Serbia.  Acero Prime, the company's joint venture
with Feralloy Mexico, S.R.L. de C.V. and Intacero de Mexico,
S.A. de C.V., provides Mexico's automotive and appliance
manufacturers with total supply chain management services
through its slitting and warehousing facility in San Luis Potosi
and its warehouse in Ramos Arizpe.




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


* PANAMA: Conaval Will Fine Two HSBC Units for Filing Delays
------------------------------------------------------------
Panamanian securities regulator Conaval's national director of
securities registry Yolanda Real told Business News Americas
that the agency will fine Primer Banco del Istmo and Banistmo
Securities -- two subsidiaries of HSBC -- for failing to file
their audited financial statements on time.

Business News Americas relates that Banco del Istmo and Banistmo
Securities didn't submit their financial statements on
March 31, 2007, which was the deadline that Conaval set for
securities issuers.

According to BNamericas, Conaval initially exempted Banco del
Istmo and Banistmo Securities from the fines, extending the
filing deadline for their financial statements to May 15.

However, Banco del Istmo and Banistmo Securities told Conaval on
May 11 in a filing that they couldn't file their financial
statements on May 15 for reasons beyond their control,
BNamericas notes.

Banco del Istmo and Banistmo Securities told BNamericas that
they would be filing their financial statements on June 30 and
asked the regulator for exemptions from fines for the second
time.

Ms. Real commented to BNamericas, "Our response was they should
have foreseen the proposed deadline [May 15] was too soon to
file their statements, so this time we won't exempt them."

Ms. Real said that Conaval also considered that the audit
company responsible for Banistmo's statements --
PricewaterhouseCoopers -- is the same as in previous years,
according to the report.

The number of days of filing delay will be calculated from May
16, BNamericas says, citing Ms. Real.

BNamericas notes that the two HSBC units will be fined US$50 per
day for the first 10 working days after the expiry of the
deadline.  About 10-20 days after the deadline, the fines
imposed on the companies will be raised to US$100 daily and to
US$150 daily after that.

Banco del Istmo and Banistmo Securities must present their
financial statements to Conaval no later than 60 working days
after the deadline, otherwise the regulator will suspend trading
in the their securities, BNamericas states.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 8, 2007, Standard & Poor's Ratings Services revised its
outlook on its 'BB' long-term sovereign credit rating on the
Republic of Panama to positive from stable and affirmed its 'B'
short-term foreign currency sovereign credit rating on the
republic.




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


ALCATEL-LUCENT: Earns EUR199 Million for First Quarter 2007
-----------------------------------------------------------
Alcatel-Lucent posted EUR199 million in adjusted net profit on
EUR3.9 billion in net revenues for the first quarter of 2007,
compared with EUR404 million in adjusted net profit on EUR4.3
billion in net revenues for the same period in 2006.

"Having completed the largest merger in our industry, we are
encouraged by the progress we are making with our overall
integration plans," Patricia Russo, Alcatel CEO, said.  "Since
Dec. 1, 2006, we have finalized the product and technology
roadmaps for the combined company and are communicating these
decisions to our customers, helping reduce any uncertainty
regarding product plans.

"Additionally, during the first quarter we took costs out of the
business in areas such as procurement, information systems and
R&D, and have achieved a net headcount reduction of around 1,900
positions, before the impact of recently announced managed
services contract wins.  Based on this progress, we are on track
to achieve our planned pre-tax savings of at least EUR600
million this year, in line with our target of EUR1.7 billion
pre-tax savings within three years.  We will strategically
reinvest part of these savings in markets and technologies,
which we believe will enhance our position going forward.

                   Second Quarter Forecast

"Based on the strong order flow we are seeing across all
businesses, we anticipate solid sequential growth as the year
progresses, with our second quarter 2007 revenue expected to
grow approximately 10% from the first quarter 2007 at a constant
Euro/US$ exchange rate," Ms. Russo said.  "Looking forward to
the full year 2007, we expect revenues to increase on a
percentage basis at the carrier market growth rate of mid single
digits at a constant Euro/US$ exchange rate."

                    About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent
-- http://www.alcatel-lucent.com/-- provides solutions that
enable service providers, enterprises and governments worldwide
to deliver voice, data and video communication services to end
users.

Alcatel-Lucent maintains operations in 130 countries. In Europe,
it has operations in Austria, Germany, Hungary, Italy,
Netherlands, and Ireland. In Latin America, the Company operates
facilities in Costa Rica, Dominican Republic, El Salvador,
Guatemala, Peru and Venezuela. Asia-Pacific operations include
Australia, Brunei and Cambodia. The Company also operates in
Canada and the United States.

On Nov. 30, 2006, Alcatel and Lucent Technologies Inc. completed
their merger transaction, and began operations as a
communication solutions provider under the name Alcatel-Lucent
on Dec. 1, 2006.

                        *     *     *

As reported on April 13, Fitch Ratings affirmed Alcatel-Lucent's
ratings at Issuer Default 'BB' with a Stable Outlook, senior
unsecured 'BB' and Short-term 'F2' and simultaneously withdrawn
them.

As of Feb. 7, 2007, Moody's Investor Services puts a Ba2 rating
on Alcatel's Corporate Family and Senior Debt rating.  Lucent
carries Moody's B1 Senior Debt rating and B2 Subordinated debt &
trust preferred rating.

Alcatel-Lucent's Long-Term Corporate Credit rating and Senior
Unsecured Debt carry Standard & Poor's Ratings Services' BB
rating.  Its Short-Term Corporate Credit rating stands at B.




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


ADVANCE AUTO: Reports US$76.1 Mil. Net Income in 2007 First Qtr.
----------------------------------------------------------------
Advance Auto Parts, Inc., earned US$76.1 million of net income
for the three months ended April 21, 2007, compared to US$74
million of net income for the same period in 2006.

Earnings per diluted share for the first quarter were US$0.71,
compared to US$0.68 last year.  In the first quarter, sales
increased to US$1.47 billion from US$1.39 billion last year.
Comparable-store sales increased 1.1% in the quarter, comprised
of a 0.2% decrease in do-it-yourself (DIY) and a 5.2% increase
in do-it-for-me (DIFM).  The 1.1% comparable-store sales
increase compares to a 3.9% increase in last year's first
quarter.

"For the first quarter, our comp store sales came in at the low
end of our guidance range, which was disappointing," said Jack
Brouillard, interim Chairman, President and CEO.  "However,
largely due to our strong gross margin performance, our earnings
per share of US$0.71 came in at the higher end of our guidance
range of US$0.68 to US$0.72 per share."

First quarter gross margin was 48.3% of sales, a 57 basis-point
improvement compared to last year's quarter, primarily
reflecting improved procurement costs and lower logistics costs.

First quarter selling, general and administrative expenses were
39.1% of sales, compared to 38.7% in first quarter 2006, a 46
basis point increase.  This increase was primarily due to a 70
basis point loss of leverage on rent, depreciation and other
fixed costs from modest comparable-store sales.

                     Store Information

During the first quarter, the company opened 70 new stores, of
which eight were Autopart International stores.  The company
also relocated eight existing stores, remodeled 34 stores, and
closed two stores.

                        2007 Guidance

The company reiterates its earnings guidance on comparable-store
sales for the second quarter and the year in the low single-
digit range. Quarter-to-date results are tracking in that range.
The company forecasts second quarter 2007 earnings per diluted
share in the range of US$0.65 to US$0.69, which compares to
US$0.59 in last year's second quarter.  The company expects full
year 2007 earnings per diluted share in the range of US$2.38 to
US$2.48, an increase of 10% to 15% as compared to 2006.

For 2007, the company anticipates new-store growth in the
200-210 range, from the opening of both Advance and AI stores.

Jack Brouillard, interim Chairman, President and CEO stated. "I
will be serving as interim CEO while we undertake a nationwide
search for a new CEO.  I am proud to have served as a member of
Advance's board of directors since 2004 and look forward to
working with our very capable management team to pursue the many
opportunities we believe we have to continue our growth and
improve our performance."

"As a result of our comprehensive strategy review, we have been
able to take a more in-depth look at the industry and our
customers and we believe those understandings will help us to
improve our sales growth.  Through the lens of our strategy, we
will be creating a more efficient business model enabling us to
convert sales growth into increased profits."

                 Annual Meeting Announcements

The company held its annual meeting of stockholders on
May 16, 2007.

The following individuals will serve on the company's Board of
Directors:

   * John C. Brouillard
   * Lawrence P. Castellani
   * Darren R. Jackson
   * Nicholas J. LaHowchic
   * William S. Oglesby
   * Gilbert T. Ray
   * Carlos A. Saladrigas
   * William L. Salter
   * Francesca M. Spinelli

Michael N. Coppola was also elected to the Board and resigned
effective immediately following the annual meeting.  Other
proposals approved by the shareholders were the ratification of
the appointment by the audit committee of Deloitte & Touche LLP
as independent auditors for 2007, the approval of an amendment
to the 2004 Long-Term Incentive plan and approval of the 2007
Executive Incentive Plan.

                          Dividend

On May 16, 2007, the Board declared a regular quarterly cash
dividend of six cents per share to be paid on July 6, 2007, to
stockholders of record as of June 22, 2007.

                      About Advance Auto

Headquartered in Roanoke, Va., Advance Auto Parts (NYSE: AAP)
-- http://www.advanceautoparts.com/-- is the second-largest
retailer of automotive aftermarket parts, accessories,
batteries, and maintenance items in the United States, based on
store count and sales.  As of April 22, 2006, the Company
operated 2,927 stores in 40 states, Puerto Rico, and the Virgin
Islands.  The Company serves both the do-it-yourself and
professional installer markets.

                        *     *     *

As reported in the Troubled Company Reporter on April 3, 2007,
Standard & Poor's Ratings Services revised its outlook on auto
parts retailer Advance Auto Parts Inc. to stable from positive,
reflecting soft same-store sales growth and a retrenchment in
capital spending that may slow progress.  All ratings on
the company, including the 'BB+' corporate credit rating, were
affirmed.

As reported in the Troubled Company Reporter on Jan. 3, 2007,
Moody's Investors Service downgraded the speculative grade
liquidity rating of Advance Auto Parts, Inc. to SGL-2 from
SGL-1, affirmed its Ba1 corporate family rating, and upgraded
its probability of default rating to Ba1 from Ba2.  Moody's says
the outlook on its long-term ratings remains positive.


CCS MEDICAL: Files IPO to Raise US$172.5 Million
------------------------------------------------
CCS Medical Holdings Inc. last week filed with the U.S.
Securities and Exchange Commission an initial public offering
aimed at raising up to US$172.5 million, Reuters reports.

According to SEC filings, the IPO was underwritten by Lehman
Brothers, Goldman Sachs & Co., Wachovia Securities, and Raymond
James.  The company intends to list with the Nasdaq Global
Market under "CCSM."

A full-copy of the prospectus is available for free at:

              http://ResearchArchives.com/t/s?1f65

Headquartered in Clearwater, Florida, CCS Medical --
http://www.ccsmed.com/-- provides quality healthcare products
and services to patients with chronic conditions throughout the
United States including Puerto Rico.  The company has more than
1,600 employees nationwide and is owned by Warburg Pincus.


CCS MEDICAL: Wants to Enter Into New US$415 Mil. Credit Facility
----------------------------------------------------------------
CCS Medical disclosed that in connection with the completion of
its initial public offering, it expects to enter into a new
US$415 million senior secured credit facility with a group of
lenders that will include affiliates of some of the IPO's
underwriters.

The company says that the proposed initial public offering is
not conditioned on the closing of the new credit facility.

The facility is expected to consist of a six-year, US$50 million
revolving credit facility and a seven-year, US$365 million term
loan facility.  The size of the credit facility is subject to
change prior to its closing. The new term loan, together with
the proceeds of this offering, will be used to repay the
outstanding amounts under our existing credit facilities and pay
fees and expenses related to this offering.  The revolving
credit facility will not be drawn upon at the closing of the new
credit facility but will be available, subject to certain
conditions, for general corporate purposes in the ordinary
course of business and for other transactions permitted under
the credit agreement.  A portion of the revolving credit
facility will be available for letters of credit.  The
obligations under the senior secured credit facility will be
secured by a lien on substantially all of our assets.

The company will use the proceeds of the new credit facility to
repay a portion of its existing credit facilities.

As of Dec. 31, 2006, the company had outstanding indebtedness
of:

    * US$330.3 million under its First Lien Credit Agreement,
    * US$110 million under the Second Lien Credit Agreement, and
    * US$59.3 million under its unsecured note payable.

Headquartered in Clearwater, Florida, CCS Medical --
http://www.ccsmed.com/-- provides quality healthcare products
and services to patients with chronic conditions throughout the
United States including Puerto Rico.  The company has more than
1,600 employees nationwide and is owned by Warburg Pincus


CCS MEDICAL: Likely Debt Reduction Cues S&P's Positive Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on CCS
Medical, including the 'B-' corporate credit rating, on
CreditWatch with positive implications.  Clearwater, Florida-
based CCS is a mail-order diabetic and chronic care supplier.

"The CreditWatch listing reflects the possibility for meaningful
near-term debt reduction," explained Standard & Poor's credit
analyst Alain Pelanne.  "CCS has registered common stock with a
proposed maximum aggregate offering price of US$172.5 million,
and it also plans to enter into a financing transaction for a
US$50 million revolving credit facility and a US$365 million
term loan facility."

The proceeds from the IPO and the financing transaction are
expected to be used to refinance and reduce the company's
existing debt balances.  As of Dec. 31, 2006, CCS had US$330
million outstanding under its first-lien facility, US$110
million outstanding under its second-lien facility, and US$59
million outstanding under its unsecured note payable.

The products provided by CCS treat various disease states,
including those related to diabetes, ostomy, wound care,
incontinence, urology, and respiratory illness.

Standard & Poor's will meet with the company to review its
business and financial plans in light of the liquidity
improvement expected from these planned transactions.


MAXXAM INC: March 31 Balance Sheet Upside-Down by US$224.3 Mil.
---------------------------------------------------------------
MAXXAM Inc. incurred a net loss of US$12.3 million for the first
quarter of 2007, compared to a net loss of US$10.2 million for
the same period a year ago.  Net sales for the first quarter of
2007 totaled US$28.7 million, compared to US$80.2 million in the
first quarter of 2006.

The company's March 31 balance sheet showed US$559.5 million of
total assets, US$783.8 million in total liabilities, resulting
in a stockholders' equity deficit of US$224.3 million.

                 Forest Products Operations

On Jan. 18, 2007, The Pacific Lumber Company -- Palco -- and its
wholly owned subsidiaries, including Scotia Pacific Company LLC
-- Scopac -- (collectively, the Debtors) filed for
reorganization under Chapter 11 of the Bankruptcy Code.  As a
result, the company deconsolidated the Debtors' financial
results beginning Jan. 19, 2007, and began reporting its
investment in the Debtors using the cost method.  Accordingly,
the Company's consolidated financial results for the three
months ended March 31, 2007, only include activity for the
Debtors from Jan. 1, 2007 through Jan. 18, 2007.

                    Real Estate Operations

Real estate sales were US$11.6 million for the first quarter of
2007, as compared to US$29.0 million for the same period a year
ago, primarily due to the substantial sell-out of lots at the
company's Mirada development in 2006 and a reduction in deferred
profit at the company's Palmas del Mar development.

                      Racing Operations

Net sales and operating results for the company's racing
operations declined slightly for the first quarter of 2007, as
compared to the same period in 2006, principally due to a
decline in average daily attendance and attendance-dependent
wagering at Sam Houston Race Park.

                     Corporate And Other

The Corporate segment's operating losses represent general and
administrative expenses that are not specifically attributable
to the company's operating segments.  The Corporate segment's
operating losses increased US$0.9 million in the first quarter
of 2007, as compared to the prior year period, primarily due to
changes in stock-based compensation expense resulting from
fluctuations in the market price of the company's common stock.

Consolidated investment, interest and other income declined
US$3.2 million in the first quarter of 2007, as compared to the
prior year period, primarily from lower returns on marketable
securities and other short-term investments.

                Reorganization Proceedings Of Palco

Prior to the issuance of this press release, MAXXAM filed its
report on Form 10-Q with the Securities and Exchange Commission.
The Notes to Financial Statements and other sections of the Form
10-Q discuss the impact of Palco and Scopac on the Company's
consolidated financial results.

On Jan. 18, 2007, the Debtors, Palco and its five wholly owned
subsidiaries, including Scopac, filed separate voluntary
petitions in the United States Bankruptcy Court for the Southern
District of Texas for reorganization under Chapter 11 of the
Bankruptcy Code.  The six companies that filed for voluntary
protection are Palco, Scopac, Britt Lumber Co., Inc., Scotia
Development LLC, Salmon Creek LLC and Scotia Inn Inc.  The six
bankruptcy cases are being jointly administered, with the
Debtors managing their businesses in the ordinary course as
debtors-in-possession subject to the control and supervision of
the Bankruptcy Court.

The filing of the bankruptcy cases was precipitated by liquidity
shortfalls at Palco and Scopac and the resultant inability of
the two companies to make January 2007 interest payments on
their respective debt obligations.  These financial difficulties
arose from regulatory restrictions and limitations on timber
harvest, increased timber harvesting costs and cyclical lumber
prices.  Both Palco and Scopac undertook various efforts in 2006
to generate additional liquidity to satisfy their respective
debt obligations; however, the cash generated from their
efforts, together with their cash flows from operations, was not
sufficient to cover their respective interest payment shortfalls
in January 2007.

The Debtors' overall objectives in the bankruptcy cases are to
achieve an operational and financial restructuring of each of
the Debtors' long-term debt obligations in view of estimated
lower harvest levels, increased regulatory compliance costs and
cyclical lumber prices, and also to continue their businesses.
There can be no assurance that the Debtors will be able to
attain these objectives and achieve a successful operational and
financial reorganization.

                        Other Matters

As previously announced in prior earnings statements, MAXXAM may
from time to time purchase shares of its common stock on
national exchanges or in privately negotiated transactions.

Headquartered in Houston, Texas, MAXXAM Inc. (AMEX: MXM)
operates businesses ranging from aluminum and timber products to
real estate and horse racing.  MAXXAM's top revenue source is
Kaiser Aluminum, which has been in Chapter 11 bankruptcy since
2002.  MAXXAM's timber subsidiary, Pacific Lumber, owns about
205,000 acres of old-growth redwood and Douglas fir timberlands
in Humboldt County, California.  MAXXAM's real estate interests
include commercial and residential properties in Arizona,
California, Texas, and Puerto Rico.  The company also owns the
Sam Houston Race Park, a horseracing track near Houston.  Its
chairperson and chief executive officer, Charles Hurwitz,
controls 77% of MAXXAM.


SUNCOM WIRELESS: Completes Exchange Agreement with Noteholders
--------------------------------------------------------------
SunCom Wireless Holdings, Inc. has completed the previously
announced transactions under an Exchange Agreement between
SunCom Investment Co. LLC and holders of certain of SunCom
Wireless Inc.'s subordinated notes, as well as the merger
between the SunCom Wireless Holdings, Inc. and SunCom Merger
Corp.  Both transactions were approved by the Company's
shareholders on April 20, 2007, and have since been approved by
the Federal Communications Commission.

As a result of the Exchange Agreement, the Company has reduced
its consolidated debt by approximately US$731.6 million and
annual consolidated interest expense by approximately US$66.2
million, giving the Company greater financial flexibility.
Select bondholders who previously held or beneficially owned
approximately 98.3% of the aggregate outstanding 9-3/8% Senior
Subordinated Notes due 2011 and 8-3/4% Senior Subordinated Notes
due 2011 of the Company's indirect, wholly-owned subsidiary,
SunCom Wireless, Inc., have exchanged their Notes for
approximately 87.8% of SunCom Wireless Holdings' common stock.

In the merger transaction, each outstanding share of the
company's Class A Common Stock was converted into 0.1 share of
Class A Common Stock for the purpose, among others, of
implementing a 1-for-10 reverse stock split.

The SunCom Wireless senior management team -- including Chairman
and CEO Michael E. Kalogris, Executive Vice President and Chief
Financial Officer Eric Haskell and Executive Vice President of
Operations Bill Robinson -- remains in place.

A new SunCom Wireless Holdings Board of Directors has now been
constituted and includes:

   -- Michael E. Kalogris, chairman and CEO of SunCom (existing
      board member)

   -- Scott Anderson, Cedar Grove Partners, LLC (existing board
      member, audit committee chair)

   -- Edward Evans, Stelera Wireless; former chairman and CEO of
      Syniverse Technologies and COO of Dobson Communications
      Corporation

   -- Niles K. Chura, Highland Capital Management, L.P.

   -- Pat Daugherty, Highland Capital Management, L.P.

   -- Karim Samii, Pardus Capital Management L.P.

   -- Joe Thornton, Pardus Capital Management L.P.

   -- James Volk, CFO of VoiceVerified; former CFO of UbiquiTel.

Two additional independent Directors are expected to be
appointed soon.

"We are pleased to complete these transactions that
significantly strengthen SunCom's financial position.  We are
focused on the operations of our business and providing the best
possible wireless service to our more than one million
customers," said Mr. Kalogris.

"I'd like to express my appreciation to the outgoing directors
of the SunCom Board including Matt DeVito, Arnie Sheiffer and
Eric Haskell who served the company and its shareholders with
great distinction," added Mr. Kalogris.

                    About SunCom Wireless

Based in Berwyn, Pennsylvania, SunCom Wireless Holdings Inc.
(NYSE: TPC) (OTC: SWSH.OB) -- http://www.suncom.com/-- offers
digital wireless communications services to more than one
million subscribers in the southeastern United States, Puerto
Rico and the U.S. Virgin Islands.  SunCom is committed to
delivering Truth in Wireless by treating customers with respect,
offering simple, straightforward plans and by providing access
to the largest GSM network and the latest technology choices.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 12, 2007, Standard & Poor's Rating Services said it revised
its outlook for Berwyn, Pa.-based SunCom Wireless Holdings Inc.
to positive from negative following SunCom's announcement that
it had reached a consensual agreement with its largest
subordinated bondholders to exchange debt for common stock.

All ratings, including the 'CCC+' corporate credit rating and
those on wholly owned subsidiary SunCom Wireless Inc., were
affirmed.

As reported in the Troubled Company Reporter-Latin America on
Feb. 9, 2007, Moody's lowered the probability of default rating
of SunCom Wireless Inc. to LD, placed the company's Caa3
corporate family rating under review for possible upgrade and
placed its B2 senior secured, Caa2 senior unsecured and Ca
senior subordinate ratings under review direction uncertain.




=================================
T R I N I D A D   &   T O B A G O
=================================


DIGICEL GROUP: Subscriber Base Up by 144% at March 31
-----------------------------------------------------
Digicel has ended its fiscal year with a record 4.7 million
subscribers as of March 31, 2007, representing a 144 percent
increase when compared to the same quarter in the previous
fiscal year ended March 31, 2006.

Digicel Haiti also set new records of mobile growth in the
region.  Celebrating its first year anniversary since launching
new service on May 3, 2006, Digicel Haiti achieved a milestone
of 1.4 million customers.

Operating in 22 markets, Digicel continues to experience
sustained growth in existing markets as well as new markets.  In
April 2007, Digicel first entered the Central American market
with the launch of mobile service in El Salvador.  Later this
year, Digicel plans to further expand its presence with a
pending launch in Suriname.

"It's been an exciting financial year as we have expanded our
reach beyond the Caribbean and received a resounding vote of
confidence from the international financial community.  Digicel
enters the new financial year with strong growth prospects and a
dedicated workforce that is committed to realizing our goals for
2007 and beyond," said Mr. Colm Delves, Digicel Group CEO.

Digicel's key milestones for 2007 to date include:

   a) New Mobile Markets:

         i) Digicel Guyana launched under the Digicel brand name
            Feb. 14, 2007, after Digicel acquired Cel*Star U
            Mobile, the second wireless operator in Guyana, in
            November 2006.  The operation had 18,400 subscribers
            at the date of acquisition, which has now grown to
            more than 100,000 subscribers.

        ii) Digicel El Salvador formally launched under the
            Digicel brand name on April 12, 2007 after the
            October 2006 acquisition of the El Salvador mobile
            operator, Digicel Holdings Limited (an unrelated
            company).  The company has shown strong subscriber
            growth since acquisition.

       iii) On April 23, Digicel was awarded a license to
            operate a GSM network in the newly liberalized
            market of Suriname.  With a population of close to
            500,000, Suriname's mobile penetration is estimated
            at just over 40 percent, which offers strong
            potential for growth. Digicel Suriname is expected
            to launch later this year.

   b) New Partnerships:

         i) Vodafone - In February, Vodafone and Digicel entered
            into a partnership agreement to offer new roaming
            capabilities across Digicel's markets in the
            Caribbean and Bermuda and Vodafone's global network.
            Under the terms of the agreement, Vodafone and
            Digicel have become preferred roaming partners,
            offering customers a seamless world-class mobile
            experience while traveling on each others' network.
            Both companies are jointly developing innovative
            products and services that offer tremendous cost
            benefits, more solutions and greater value for
            customers.

        ii) Huawei Technologies - In March 2007, Digicel
            partnered with Huawei Technologies to offer CDMA
            roaming in the Caribbean and Bermuda, making it the
            first GSM mobile operator in the region to
            simultaneously offer GSM and CDMA on its mobile
            network.  In its initial stages, CDMA roaming is
            rolling out to five of Digicel's 22 markets, namely
            Jamaica, Bermuda, Aruba, Cayman Islands and
            Barbados.

   c) Capital Markets and Bond Offering:

      Digicel closed a US$1.4 billion corporate bond offering in
      February, representing the largest corporate bond offer in
      the Caribbean.  Five-times over-subscribed, the issue
      enabled Mr. Denis O'Brien, founder and chairman of
      Digicel, to drive future growth opportunities and acquire
      100 percent of ownership of the company.

      Digicel also launched the Digicel Haiti Foundation in
      March 2007 with a commitment to build 20 primary schools
      across the country.  The company's investment in the
      Caribbean and the Central American region exceeds
      US$1.5 billion.  Digicel directly employs over 3,000
      people across its 22 markets.

Digicel Group Limited -- http://www.digicelgroup.com/-- is a
wireless services provider in the Caribbean region.  The company
is a newly created Bermuda incorporated company formed by Mr.
Denis O'Brien, who previously owned 78% of the shares of Digicel
Limited on a fully diluted basis.  The company started
operations in Jamaica in April 2001 and now offers GSM mobile
services in 22 markets primarily in the Caribbean including
Jamaica, St. Lucia, St. Vincent, Aruba, Grenada, Barbados,
Cayman, Curacao, Martinique, Guadeloupe, Trinidad and Tobago and
Haiti among others.

As reported in the Troubled Company Reporter-Latin America on
Feb. 20, 2007, Fitch Ratings took these rating actions for
Digicel Group Ltd., Digicel Ltd. and Digicel International
Finance Ltd.:

Digicel Group Ltd.

   -- US$1.4 billion senior subordinated notes due 2015
      assigned 'CCC+/RR5'

Digicel Ltd.

   -- Foreign currency Issuer Default Rating downgraded
      to 'B-' from 'B'; and

   -- US$450 million senior notes due 2012 downgraded
      to 'B-/RR4' from'B/RR4'.

Digicel International Finance Ltd.

   --US$850 million senior secured credit facility
     assigned 'B/RR3'.

Fitch said the outlook on all ratings was stable.




=============
U R U G U A Y
=============


AMC ENTERTAINMENT: Fitch Affirms B Issuer Default Rating
--------------------------------------------------------
Fitch has affirmed the Issuer Default Ratings of Marquee
Holdings Inc. and its principal operating subsidiary AMC
Entertainment, Inc. at 'B'.  Approximately US$1.7 billion in
total debt is affected.  The Rating Outlook is Stable.

   AMC

     -- Issuer Default Rating 'B';
     -- Senior secured credit facilities 'BB/RR1';
     -- Senior unsecured notes 'B/RR4';
     -- Senior subordinated notes 'CCC+/RR6'.

   Marquee

     -- Issuer Default Rating 'B';
     -- Senior discount notes 'CCC/RR6'.

Ratings are supported by AMC's critical mass and competitive
positioning as the second largest domestic movie exhibitor with
a major presence in urban markets and a leading market share in
many of the largest designated market areas -- DMAs.  AMC boasts
the highest average screen count per theater of 14.7 compared to
the industry average of less than 7.  Given the high percentage
of existing megaplexes, Fitch believes AMC will continue to
modernize in a disciplined fashion and has some flexibility in
terms of scaling back in a downturn.  While AMC's theater
circuit results in a higher annual rent expense compared to its
peers, Fitch believes the strategy will somewhat mitigate the
cyclical and secular challenges in an increasingly hit-driven
industry which is pressured by increasing competition from the
improving at-home entertainment and the collapsing release
window.  The ratings also reflect AMC's involvement in the
digital cinema initiative and cinema advertising, which Fitch
believes provide some upside.  The potential for monetizing part
of the remaining 18.6% in National CineMedia, Inc., is also
viewed as positive.

Rating concerns include AMC's significant debt load despite the
meaningful reduction of US$600 million in senior and
subordinated notes following the public offering of NCM, the
joint venture for cinema advertising.  In addition, AMC has
significant operating lease commitments related to its theater
circuit resulting in pro forma lease-adjusted leverage of over 6
times and over US$400 million in annual rent expense.  Given the
high fixed cost structure, AMC's EBITDA may fluctuate on average
by 2x-3x any variation in the top line, which is exposed to both
cyclical and secular volatility.  The ratings also reflect the
current and prospective challenges facing the movie exhibitor
industry, including increasing indirect competition from other
distribution channels such as DVD, video on demand or the
Internet, as well as the shrinking release window and the
concentrated base of film distributors.  Industry attendance
trends in recent years demonstrate that exhibitor performance is
tied to the quality of the motion pictures produced and
distributed; a critical factor that is largely outside of
management's control.

The Stable Outlook is reflective of Fitch's outlook on the movie
exhibitor industry, which is supported by the expectation that
the strong film slate in the summer season of 2007, which
includes several sequels to successful franchises, will drive
revenue growth for AMC.  The Outlook also incorporates the
increased financial flexibility resulting from debt reduction
which somewhat offsets the long-term operational pressures and
risks associated with a potential AMC IPO and related dividend
payment.

In conjunction with the NCM IPO, AMC's US$850 million senior
secured credit agreement was initially amended to allow the use
of the NCM proceeds towards the redemption of US$600 million in
indebtedness subordinated to the credit facility.  The purpose
of the 2nd amendment was to revise the definition for change of
control so that the proposed AMC IPO and related transactions
would not constitute a change of control event.  The amendment
also lowered certain interest rates and fees and included a new
provision for the sponsors' right to cure if AMC were to breach
its covenant.

AMC allocated all proceeds from the NCM IPO and US$109 million
in cash toward debt repayment and fully redeemed approximately
US$600 million of its higher coupon senior and subordinated
notes in March 2007.  Pro forma leverage is estimated to be
slightly above 4x and pro forma lease-adjusted leverage (which
includes the estimated present value of AMC's significant
operating lease liabilities at US$3.6 billion) is estimated to
remain above 6x (compared to over 6.5x at the closing of
AMC/Loews merger).  While there is room for some additional
leverage at the current rating level, Fitch believes that
present and future financial policies are consistent with the
'B' rating.  Fitch does not expect significant future debt
reduction in the short term as free cash flow is not expected to
become material enough to significantly reduce the debt
balances.

On May 3, 2007, Marquee Holdings suspended its IPO citing market
conditions.  The private equity sponsors and other pre-existing
shareholders were set to receive all of the proceeds from the
suspended IPO while maintaining approximately 75% ownership of
AMC.  Fitch believes a public offering may still be considered
as an exit alternative for the sponsors, given the strength of
the film slate in 2007, general stock market conditions, and
since the holding period of the sponsors' US$1.2 billion
investment is approaching three years.  Fitch also notes that
the three largest exhibitors in the industry are all controlled
by private equity ownership.  Three of the four largest
exhibitors are currently publicly traded and initiated a
dividend payout immediately following their offerings.  Fitch
believes AMC would have the flexibility for a stable dividend
payment in favorable business conditions given its increased
capacity due to the debt reduction and the expanded larger size
of AMC's operations following the merger with Loews. However,
given the company's limited free cash flow, maintaining a
dividend through an economic or cyclical downturn would likely
result in increased borrowings.

AMC has meaningful liquidity, which is supported by cash of $362
million pro forma NCM IPO and US$177 million in availability
under its revolving credit facility as of Dec. 28, 2006.  The
company's maturity schedule is manageable with less than US$40
million of corporate borrowings due in each of 2008, 2009 and
2010.  The company's liquidity is further supported by the
working capital dynamics of the theater exhibition business.  In
the event of a liquidity crunch, AMC also has the ability to
meaningfully reduce the level of capital expenditures by
temporarily curtailing investment in new theater properties.

The Recovery Ratings and notching reflect Fitch's expectation
that under a distressed scenario the enterprise value of the
company and hence recovery rates for its creditors will be
maximized in a restructuring scenario (going concern), rather
than a liquidation given the company's limited tangible asset
base.  The 'RR1' assigned to AMC's US$850 million guaranteed
senior secured facilities reflects that 100% recovery including
the fully drawn revolver commitment is possible under distress
scenario.  The 'RR4' rating assigned to AMC's remaining US$250
million guaranteed senior unsecured notes reflects Fitch's
belief that 31%-50% recovery is reasonable.  The 'RR6' rating
for the operating company senior subordinated notes and
Marquee's nonrecourse senior discount notes reflects Fitch's
estimate that negligible recovery would be achievable due to
their lower ranking despite the reduction in outstanding senior
OpCo notes.  The notching on the HoldCo notes reflects their
deep subordination to other securities in the capital structure.

Headquartered in Kansas City, Mo., AMC Entertainment Inc. --
http://www.amctheatres.com/-- is one of the world's leading
theatrical exhibition companies with interests in approximately
382 theatres with 5,340 screens as of Dec. 28, 2006.  About 87
percent of the company's theatres are located in the U.S. and
Canada, and 13 percent in Mexico, Argentina, Brazil, Chile,
Uruguay, Hong Kong, France, and the United Kingdom.


MARQUEE HOLDINGS: Fitch Affirms B Issuer Default Rating
-------------------------------------------------------
Fitch has affirmed the Issuer Default Ratings of Marquee
Holdings Inc. and its principal operating subsidiary AMC
Entertainment, Inc. at 'B'.  Approximately US$1.7 billion in
total debt is affected.  The Rating Outlook is Stable.

   AMC

     -- Issuer Default Rating 'B';
     -- Senior secured credit facilities 'BB/RR1';
     -- Senior unsecured notes 'B/RR4';
     -- Senior subordinated notes 'CCC+/RR6'.

   Marquee

     -- Issuer Default Rating 'B';
     -- Senior discount notes 'CCC/RR6'.

Ratings are supported by AMC's critical mass and competitive
positioning as the second largest domestic movie exhibitor with
a major presence in urban markets and a leading market share in
many of the largest designated market areas -- DMAs.  AMC boasts
the highest average screen count per theater of 14.7 compared to
the industry average of less than 7.  Given the high percentage
of existing megaplexes, Fitch believes AMC will continue to
modernize in a disciplined fashion and has some flexibility in
terms of scaling back in a downturn.  While AMC's theater
circuit results in a higher annual rent expense compared to its
peers, Fitch believes the strategy will somewhat mitigate the
cyclical and secular challenges in an increasingly hit-driven
industry which is pressured by increasing competition from the
improving at-home entertainment and the collapsing release
window.  The ratings also reflect AMC's involvement in the
digital cinema initiative and cinema advertising, which Fitch
believes provide some upside.  The potential for monetizing part
of the remaining 18.6% in National CineMedia, Inc., is also
viewed as positive.

Rating concerns include AMC's significant debt load despite the
meaningful reduction of US$600 million in senior and
subordinated notes following the public offering of NCM, the
joint venture for cinema advertising.  In addition, AMC has
significant operating lease commitments related to its theater
circuit resulting in pro forma lease-adjusted leverage of over 6
times and over US$400 million in annual rent expense.  Given the
high fixed cost structure, AMC's EBITDA may fluctuate on average
by 2x-3x any variation in the top line, which is exposed to both
cyclical and secular volatility.  The ratings also reflect the
current and prospective challenges facing the movie exhibitor
industry, including increasing indirect competition from other
distribution channels such as DVD, video on demand or the
Internet, as well as the shrinking release window and the
concentrated base of film distributors.  Industry attendance
trends in recent years demonstrate that exhibitor performance is
tied to the quality of the motion pictures produced and
distributed; a critical factor that is largely outside of
management's control.

The Stable Outlook is reflective of Fitch's outlook on the movie
exhibitor industry, which is supported by the expectation that
the strong film slate in the summer season of 2007, which
includes several sequels to successful franchises, will drive
revenue growth for AMC.  The Outlook also incorporates the
increased financial flexibility resulting from debt reduction
which somewhat offsets the long-term operational pressures and
risks associated with a potential AMC IPO and related dividend
payment.

In conjunction with the NCM IPO, AMC's US$850 million senior
secured credit agreement was initially amended to allow the use
of the NCM proceeds towards the redemption of US$600 million in
indebtedness subordinated to the credit facility.  The purpose
of the 2nd amendment was to revise the definition for change of
control so that the proposed AMC IPO and related transactions
would not constitute a change of control event.  The amendment
also lowered certain interest rates and fees and included a new
provision for the sponsors' right to cure if AMC were to breach
its covenant.

AMC allocated all proceeds from the NCM IPO and US$109 million
in cash toward debt repayment and fully redeemed approximately
US$600 million of its higher coupon senior and subordinated
notes in March 2007.  Pro forma leverage is estimated to be
slightly above 4x and pro forma lease-adjusted leverage (which
includes the estimated present value of AMC's significant
operating lease liabilities at US$3.6 billion) is estimated to
remain above 6x (compared to over 6.5x at the closing of
AMC/Loews merger).  While there is room for some additional
leverage at the current rating level, Fitch believes that
present and future financial policies are consistent with the
'B' rating.  Fitch does not expect significant future debt
reduction in the short term as free cash flow is not expected to
become material enough to significantly reduce the debt
balances.

On May 3, 2007, Marquee Holdings suspended its IPO citing market
conditions.  The private equity sponsors and other pre-existing
shareholders were set to receive all of the proceeds from the
suspended IPO while maintaining approximately 75% ownership of
AMC.  Fitch believes a public offering may still be considered
as an exit alternative for the sponsors, given the strength of
the film slate in 2007, general stock market conditions, and
since the holding period of the sponsors' US$1.2 billion
investment is approaching three years.  Fitch also notes that
the three largest exhibitors in the industry are all controlled
by private equity ownership.  Three of the four largest
exhibitors are currently publicly traded and initiated a
dividend payout immediately following their offerings.  Fitch
believes AMC would have the flexibility for a stable dividend
payment in favorable business conditions given its increased
capacity due to the debt reduction and the expanded larger size
of AMC's operations following the merger with Loews. However,
given the company's limited free cash flow, maintaining a
dividend through an economic or cyclical downturn would likely
result in increased borrowings.

AMC has meaningful liquidity, which is supported by cash of
US$362 million pro forma NCM IPO and US$177 million in
availability under its revolving credit facility as of
Dec. 28, 2006.  The company's maturity schedule is manageable
with less than US$40 million of corporate borrowings due in each
of 2008, 2009 and 2010.  The company's liquidity is further
supported by the working capital dynamics of the theater
exhibition business.  In the event of a liquidity crunch, AMC
also has the ability to meaningfully reduce the level of capital
expenditures by temporarily curtailing investment in new theater
properties.

The Recovery Ratings and notching reflect Fitch's expectation
that under a distressed scenario the enterprise value of the
company and hence recovery rates for its creditors will be
maximized in a restructuring scenario (going concern), rather
than a liquidation given the company's limited tangible asset
base.  The 'RR1' assigned to AMC's US$850 million guaranteed
senior secured facilities reflects that 100% recovery including
the fully drawn revolver commitment is possible under distress
scenario.  The 'RR4' rating assigned to AMC's remaining US$250
million guaranteed senior unsecured notes reflects Fitch's
belief that 31%-50% recovery is reasonable.  The 'RR6' rating
for the operating company senior subordinated notes and
Marquee's nonrecourse senior discount notes reflects Fitch's
estimate that negligible recovery would be achievable due to
their lower ranking despite the reduction in outstanding senior
OpCo notes. The notching on the HoldCo notes reflects their deep
subordination to other securities in the capital structure.

Based in Kansas City, Mo., Marquee Holdings Inc. is organized as
an intermediate holding company with no operations of its own.
The company's principal directly owned subsidiaries are American
Multi-Cinema, Inc., Grupo Cinemex, S.A. de C.V., and AMC
Entertainment, Inc.


NAVIOS MARITIME: Earns US$14.8 Million in Quarter Ended March 31
----------------------------------------------------------------
Navios Maritime Holdings Inc. reported its financial results for
the quarter ended March 31, 2007.

Net income for the first quarter ended March 31, 2007, was
US$14.8 million as compared to US$5.0 million for the comparable
period of 2006.  The resultant increase of net income was due to
the US$10.0 million increase in EBITDA.

Angeliki Frangou, Chairman and CEO of Navios, stated: "The first
quarter was a period of significant growth for Navios.  During
this period, we have enjoyed the market's remarkable health by
chartering-out vessels for relatively lengthy periods while
solidifying our balance sheet.  Navios is now well positioned to
capitalize on evolving industry fundamentals while continuing to
expand its fleet and business."

                 Highlights of Recent Events

Kleimar Acquisition

On Feb. 2, 2007, Navios acquired all of the outstanding share
capital of Kleimar N.V. for cash consideration of US$165.6
million (excluding direct acquisition costs), subject to certain
adjustments.  Kleimar, a Belgian maritime transportation
company, has 11 employees and is the owner and operator of
Capesize and Panamax vessels.  Kleimar also has an extensive
Contract of Affreightment business, a large percentage of which
involves transporting cargo to China.  Kleimar currently
controls 11 vessels (including two long-term chartered-in
vessels to be delivered), of which it has ownership interest on
three.  The active long-term chartered-in fleet consists of four
Capesize vessels and two Panamax vessels.  Kleimar has purchase
option on two Capesize vessels, the Beaufiks (2004 built) and
the Fantastiks (2005 built), exercisable at an average price of
US$35.7 million.

Vessels Acquisition

On Feb. 26, 2007, Navios took delivery of the Navios Hyperion, a
2004 built panamax vessel, by exercising its purchase option.
Previously the vessel was operating as part of the company's
chartered-in fleet.  The vessel's purchase price was
approximately US$20.3 million.

On April 19, 2007, Navios acquired all of the outstanding share
capital of White Narcissus Marine S.A. for a cash consideration
of approximately US$26 million.  White Narcissus Marine S.A. is
a Panamanian corporation, which held a 50% share of the
Asteriks, a 2005 built panamax vessel.  The remaining 50% is
held by Kleimar N.V.

Secured Cash Flow

During the quarter ended March 31, 2007, Navios chartered-out
seven vessels, of which four were panamaxes and three were
ultra-handymaxes, for an average period of approximately 2.5
years and an average daily charter-out rate of approximately
US$26,000.

NYSE Listing

On Feb. 22, 2007, the shares of common stock and warrants of
Navios began trading on the New York Stock Exchange under the
symbols "NM" and "NM WS", respectively.

Warrants

On Jan. 26, 2007, a tender offer to holders of warrants expired
under which 32,140,128 warrants were exercised, of which
14,237,557 were exercised by payment of the US$5.00 exercise
price and 17,902,571 were exercised by exchange of warrants.  As
a result, US$71.2 million of gross cash proceeds were raised and
19,925,580 new shares of common stock were issued.

Debt Refinancing

In February 2007, Navios entered into a new secured Loan
Facility with HSH Nordbank and Commerzbank AG maturing on
Oct. 31, 2014.  The new facility is composed of a US$280 million
Term Loan Facility and a US$120 million Revolving Credit
Facility.  The term loan facility has partially been utilized to
repay the remaining balance of the prior HSH Nordbank facility
with the remaining balance of the new term loan used to finance
the acquisition of Navios Hyperion.  The revolving credit
facility is available for future acquisitions and general
corporate and working capital purposes.

Annual Meeting

On Jan. 10, 2007, following stockholder approval at the annual
meeting held on Dec. 19, 2006, Navios filed with the Republic of
the Marshall Islands an amendment to its Articles of
Incorporation to effectuate the increase of its authorized
common stock from 120,000,000 shares to 250,000,000 shares.  In
addition at the annual meeting, the stockholders, among other
things, adopted Navios' 2006 Stock Plan, pursuant to which
Navios may issue options to acquire shares of its common stock
or make restricted stock awards covering an aggregate of up to
10,000,000 shares of common stock.

                     Financial Highlights

Navios grew EBITDA by 41%, to US$34.6 million in the first
quarter of 2007 from US$24.6 million in the first quarter in
2006.  Net Income grew by 197% to US$14.8 million from US$5.0
million. Revenue grew by 107% to US$101.8 million from US$49.2
million.

Revenue increased to US$101.8 million for the three-month period
ended March 31, 2007, as compared to the US$49.2 million for the
same period of 2006.  Revenues from vessel operations increased
by approximately US$52.3 million or 108.7% to US$100.4 million
for the three-month period ended March 31, 2007, from US$48.1
million for the same period of 2006.  This increase is mainly
attributable to the increase in the operating days as well as
the improvement in the market resulting in higher charter-out
daily hire rates in the first quarter of 2007 as compared to the
same period of 2006, and an increase in the number of COAs
serviced by Navios (acquired as part of the acquisition of
Kleimar).

Revenue from the port terminal increased by US$0.3 million to
US$1.4 million for the three-month period ended March 31, 2007,
as compared to US$1.1 million in the same period of 2006.  This
is due to the port terminal throughput volume increase of
approximately 20.4% to 391,500 tons for the three-month period
ended March 31, 2007, from 325,000 tons for the same period in
2006.

Income from FFAs increased by US$1.2 million to a gain of
US$2.9 million during the three-month period ended
March 31, 2007, as compared to US$1.7 million gain for the same
period in 2006.  Navios records the change in the fair value of
derivatives at each balance sheet date.  None of the FFAs
qualified for hedge accounting in the periods presented.
Accordingly, changes in fair value of FFAs were recognized in
the statement of operations.  The FFAs market has experienced
significant volatility in the past few years and, accordingly,
recognition of the changes in the fair value of FFAs has, and
can, cause significant volatility in earnings.  The extent of
the impact on earnings is dependent on two factors: market
conditions and Navios' net position in the market.  Market
conditions were volatile in both periods.

EBITDA increased by US$10.0 million to US$34.6 million for the
three month period ended March 31, 2007, as compared to US$24.6
million for the same period of 2006.  The increase is mainly
attributable to:

   a) a gain in FFAs trading of US$2.9 million in the first
      quarter of 2007 versus a gain of US$1.7 million in the
      same period in 2006, resulting in a favorable FFA
      variance of US$1.2 million,

   b) the increase in revenues by US$52.6 million from US$49.2
      million in the first quarter of 2006 to US$101.8 million
      in the same period of 2007.

The above increase was mitigated mainly by:

   a) the increase in time charter and voyage expenses by
      US$39.6 million from US$20.8 million in the first quarter
      of 2006 to US$60.4 million in the same period of 2007,

   b) the increase in the direct vessels expenses by US$2.5
      million due to the expansion of the owned fleet from 15
      vessels in the first quarter of 2006 to 18 vessels in the
      same period of 2007,

   c) the increase in general and administrative expenses by
      US$0.7 million and

   d) the net decrease in all other categories (other
      income or expenses, income from investments in finance
      leases, income from affiliate companies, etc.) by
      US$1.0 million.

Navios' cash and cash equivalents balance (including restricted
cash) on March 31, 2007, was US$100.8 million.  Navios also has
the ability to draw up to US$105.0 million on its revolving
credit facility.

                    Time Charter Coverage

Navios has extended its long-term fleet employment by recently
concluding agreements to charter out vessels for periods ranging
from one to three years.  As a result, as of March 31, 2007,
Navios has currently fixed 92.4%, 65.0% and 23.2% of its 2007,
2008 and 2009 available days, respectively, of its fleet
(excluding Kleimar's vessels, which are primarily utilized to
fulfill COAs), representing contracted fees (net of
commissions), based on contracted charter rates from the
company's current charter agreements of US$200.0 million,
US$171.9 million and US$61.5 million, respectively.  Although
these fees are based on contractual charter rates, any contract
is subject to performance by the counter parties and Navios.
Additionally, the fees above reflect an estimate of off-hire
days to perform periodic maintenance.  If actual off-hire days
are greater than estimated, these would decrease the level of
fees.  The average contractual daily charter-out rate for the
core fleet (excluding Kleimar's vessels, which are primarily
utilized to fulfill COAs) is US$20,761, US$22,924 and US$23,483
for 2007, 2008 and 2009, respectively.  The average daily
charter-in rate for the active long-term charter-in vessels for
2007 is US$9,622.

                          Dividend

Navios's board of directors declared a quarterly cash dividend
in respect of the period ended March 31, 2007, of US$.0666 per
share, payable on June 15, 2007, to record holders on
May 31, 2007.

                  Ted C. Petrone's Appointment

Navios today announced the appointment of Ted C. Petrone to its
Board, replacing Robert Shaw who resigned as director on
May 14, 2007.  Currently the President of Navios Corporation,
Mr. Petrone heads Navios' worldwide commercial operations.  Mr.
Petrone has worked in the maritime industry for 30 years, the
last 26 with Navios Corporation.  For the last 15 years, Mr.
Petrone has been responsible for all aspects of daily commercial
vessel activity, encompassing the trading of tonnage, derivative
hedge positions and cargoes.  Mr. Petrone graduated from New
York Maritime College at Fort Schuyler with a B.S. in Maritime
Transportation.  He served as a Third Mate aboard U.S. Navy
(Military Sealift Command) tankers for one year.

"We are delighted to add Ted's 30 years of industry experience
to our board," said Ms. Frangou.  "We look forward to continuing
to benefit from Ted's wisdom."

Mr. Petrone fills the seat made vacant by the resignation of
Robert Shaw. Mr. Shaw had been a director of Navios since
January 2001, and previously served as its President.  Ms.
Frangou commented, "Robert has played a key role in the success
of Navios.  Robert will continue to be affiliated with Navios
through our activities in South America."

                    About Navios Maritime

Navios Maritime Holdings Inc. (Nasdaq: BULK, BULKU, BULKW) --
http://www.navios.com/-- is a vertically integrated global
seaborne shipping company, specializing in the worldwide
carriage, trading, storing, and other related logistics of
international dry bulk cargo transportation.  The company also
owns and operates a port/storage facility in Uruguay and has in-
house technical ship management expertise.  It maintains offices
in Piraeus, Greece, South Norwalk, Connecticut and Montevideo,
Uruguay.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 5, 2007, in connection with Moody's Investors Service's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the existing non-financial
speculative-grade corporate issuers in Europe, Middle East and
Africa last week, the rating agency confirmed its B1 Corporate
Family Rating for Navios Maritime Holdings Inc.

The implementation of the LGD methodology in EMEA follows the
introduction of the methodology in September 2006.  Most of the
rating actions Moody's confirmed relate to senior secured loans.

                                                      Projected
                            Old POD  New POD  LGD     Loss-Given
   Debt Issue               Rating   Rating   Rating  Default
   ----------               -------  -------  ------  ----------
   Senior Unsecured
   Regular Bond/
   Debenture Due 2014       B2        B3      LGD5     80%


NAVIOS MARITIME: Commences Public Offering of 11.5 Mil. Shares
--------------------------------------------------------------
Navios Maritime Holdings Inc. has commenced a public offering of
11,500,000 shares of its common stock under Navios' effective
shelf registration statement.  J.P. Morgan Securities Inc. and
Merrill Lynch & Co. will act as joint book running managers. In
connection with the offering, the underwriters will be granted a
30-day option to purchase from Navios up to 1,725,000 additional
shares of common stock to cover any over-allotments.  Navios
intends to use the net proceeds of this offering to fund growth
and general corporate purposes.

This communication will not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
The offering of these securities will be made only by means of a
prospectus and related prospectus supplement.

When available, copies of the prospectus and prospectus
supplement relating to the offering may be obtained from:

        J.P. Morgan Securities Inc.
        National Statement Processing,
        Prospectus Library
        4 Chase Metrotech Center, CS Level
        Brooklyn, NY 11245
        Tel: (718) 242-8002

            -- or --

        Merrill Lynch & Co.
        4 World Financial Center
        New York, NY 10080
        Tel: (212) 449-1000.

Navios Maritime Holdings Inc. (Nasdaq: BULK, BULKU, BULKW) --
http://www.navios.com/-- is a vertically integrated global
seaborne shipping company, specializing in the worldwide
carriage, trading, storing, and other related logistics of
international dry bulk cargo transportation.  The company also
owns and operates a port/storage facility in Uruguay and has in-
house technical ship management expertise.  It maintains offices
in Piraeus, Greece, South Norwalk, Connecticut and Montevideo,
Uruguay.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 5, 2007, in connection with Moody's Investors Service's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the existing non-financial
speculative-grade corporate issuers in Europe, Middle East and
Africa last week, the rating agency confirmed its B1 Corporate
Family Rating for Navios Maritime Holdings Inc.

The implementation of the LGD methodology in EMEA follows the
introduction of the methodology in September 2006.  Most of the
rating actions Moody's confirmed relate to senior secured loans.

                                                      Projected
                            Old POD  New POD  LGD     Loss-Given
   Debt Issue               Rating   Rating   Rating  Default
   ----------               -------  -------  ------  ----------
   Senior Unsecured
   Regular Bond/
   Debenture Due 2014       B2        B3      LGD5     80%




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


CITGO PETROLEUM: Denies Reports That Rodriguez Left Post as CEO
---------------------------------------------------------------
Citgo Petroleum Corp.'s Juan Carlos Boue told Reuters in an
interview that there's no truth to press reports about the
resignation of Felix Rodriguez as chief executive officer.

As previously reported, El Universal reported that Mr. Rodriguez
has left his post and will be replaced by Alejandro Granado.

                        *     *     *

Standard and Poor's Ratings Services assigned a 'BB' rating on
Citgo Petroleum Corp. in Feb. 14, 2006.

Citgo Petroleum carries Fitch's BB- Issuer Default Rating.
Fitch also rates the company's US$1.15 billion senior secured
revolving credit facility maturing in 2010 at 'BB+', its US$700
million secured term-loan B maturing in 2012 at 'BB+', and its
senior secured notes at 'BB+'.


DAIMLERCHRYSLER: No More Acquisition Plans for Now, Zetsche Says
----------------------------------------------------------------
DaimlerChrysler AG's management will work hard to keep the
company's independence and won't likely be involved in the
ongoing consolidation of the auto industry in the wake of
Cerberus Capital Management LP's US$7 billion takeover of the
Chrysler Group, the Wall Street Journal reports, quoting Daimler
CEO Dieter Zetsche.

His remarks came as major shareholder Dubai International
Capital, controlled by Dubai's Maktoum family, disclosed it had
sold its US$1 billion stake in the company, ahead of Daimler's
announcement of a deal to relinquish control of Chrysler.  The
carmaker's shareholder structure has been under scrutiny
because, unlike its German car-making rivals, it doesn't have a
single large shareholder as a bulwark against a takeover, WSJ
observes.

Mr. Zetsche, who had expressed concerns that the company's low
share price because of Chrysler's burdens could make it a
takeover target, said that the recent rise in the company's
share price makes it a less attractive acquisition, WSJ notes.
"I don't know if a majority shareholder is exclusively helpful,
and it doesn't mean absolute protection," Mr. Zetsche said.

The deal to relinquish 80.1% of Chrysler to private-equity firm
Cerberus will allow DaimlerChrysler to focus on strengthening
its luxury Mercedes brand and on boosting its commercial-truck
business, WSJ states.  Mr. Zetsche said the company may seek
deals to expand its truck business, known as the Truck Group,
especially in the U.S. or India.  Earlier this year, Daimler's
Truck Group bought a 24% stake in China's Beiqi Foton Motor Co.,
which makes vans.

Mr. Zetsche has expressed his intent to concentrate on improving
efficiency and operations at Daimler, develop growth potential
and pursue new opportunities, WSJ relates.  He added that he has
more ambitious targets for Mercedes beyond the 7% return on
sales the company has as a goal this year.

Meanwhile, Bloomberg News reports that Juergen Schrempp,
architect of the US$36 billion takeover of Chrysler Corp. by
Daimler-Benz AG, was responsible for the US$12.6 billion loss in
the company's market value in the nine years following the
merger.  DaimlerChrysler shares have fallen 15% since Nov. 17,
1998, the day the combined company started trading.  The stock
in Germany peaked half a year after the merger and never
recovered.

"Schrempp was certainly the biggest destroyer of capital in
Daimler's history and most likely in the history of corporate
Germany," said Juergen Graesslin, head of the DaimlerChrysler
Critical Shareholders Association and an author of a biography
on Schrempp, who left as chief executive officer December 31,
2005, two years before his contract expired.

                      About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG --
http://www.daimlerchrysler.com/-- develops, manufactures,
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The Company has locations in Europe including some in Germany,
Belgium, Spain and Switzerland. Its operations in the Asia-
Pacific are in Thailand, China, Japan, Vietnam, India, Australia
and Indonesia. Its Latin American facilities are in Argentina,
Brazil, Mexico, and Venezuela.

DaimlerChrysler lowered its operating profit forecast for full-
year 2006 to be in the magnitude of EUR5 billion (US$6.4
billion) based on an expected full-year operating loss of
approximately EUR1 billion (US$1.2 billion) for its Chrysler
Group.

The Chrysler Group is facing a difficult market environment in
the United States with excess inventory, non-competitive legacy
costs for employees and retirees, continuing high fuel prices
and a stronger shift in demand toward smaller vehicles.  At the
same time, key competitors have further increased margin and
volume pressures - particularly on light trucks - by making
significant price concessions.  In addition, increased interest
rates caused higher sales & marketing expenses.  Chrysler Group
will take additional production cuts in the third and fourth
quarters to reduce dealer inventories and make way for its
current product offensive.


DAIMLERCHRYSLER: Cerberus May Use US$17 Bil. for Chrysler Group
---------------------------------------------------------------
A group of five banks has committed more than US$60 billion in
financing for Cerberus Capital Management LP, including
US$12 billion made available as an undrawn credit line for the
operating business of newly acquired Chrysler Group, plus the
US$5 billion Cerberus has pledged to put on the DaimlerChrysler
AG unit's balance sheet, The Financial Times discloses.

According to the report, the automaker could use the money to
secure an agreement on healthcare liabilities.  Analysts say
Cerberus-backed Chrysler may follow Goodyear's example in
striking a healthcare bargain with the United Auto Workers union
where both parties agree on the liability and the company
provides a fixed amount to settle it for good.

About US$50 billion of the funding will be needed to refinance
assets that will constitute Chrysler's financial services arm,
Chrysler Financial Services, FT notes.  The US$50 billion in
debt for Chrysler Finance will be backed by US$76 billion in
assets and in essence replaces the debt that Daimler currently
holds in the business.

The financing package is also a noteworthy backing of the
troubled US motor industry by the banks, FT observes.  JPMorgan
advised Daimler on the deal.  It also took part in the financing
team for Cerberus alongside Goldman Sachs, Citigroup, Morgan
Stanley and Bear Stearns.

                      About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG --
http://www.daimlerchrysler.com/-- develops, manufactures,
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The Company has locations in Europe including some in Germany,
Belgium, Spain and Switzerland. Its operations in the Asia-
Pacific are in Thailand, China, Japan, Vietnam, India, Australia
and Indonesia. Its Latin American facilities are in Argentina,
Brazil, Mexico, and Venezuela.

DaimlerChrysler lowered its operating profit forecast for full-
year 2006 to be in the magnitude of EUR5 billion (US$6.4
billion) based on an expected full-year operating loss of
approximately EUR1 billion (US$1.2 billion) for its Chrysler
Group.

The Chrysler Group is facing a difficult market environment in
the United States with excess inventory, non-competitive legacy
costs for employees and retirees, continuing high fuel prices
and a stronger shift in demand toward smaller vehicles.  At the
same time, key competitors have further increased margin and
volume pressures - particularly on light trucks - by making
significant price concessions.  In addition, increased interest
rates caused higher sales & marketing expenses.  Chrysler Group
will take additional production cuts in the third and fourth
quarters to reduce dealer inventories and make way for its
current product offensive.


FERTINITRO FINANCE: Fitch Junks Rating on US$250-Million Bonds
--------------------------------------------------------------
Fitch Ratings has downgraded FertiNitro Finance Inc.'s US$250
million 8.29% secured bonds due 2020 to 'CCC' from 'B-' and
placed the rating on Rating Watch Negative.

The downgrade considers the effect of Decree-Law No 5,218 of
March 6, 2007, which forces FertiNitro and other producers of
nitrogen-based fertilizers in Venezuela to direct their output
from global exports markets to the domestic market, where sales
are subject to pricing dictated by the government.  According to
the offtake agreement between Petroquimica de Venezuela, S.A. --
Pequiven -- and FertiNitro, Pequiven is obligated to re-sell, on
a gradually decreased percentage, its 50% share of the plant's
production outside Venezuela at market prices.  Fitch believes
that the decree-law is likely to cause project revenues to
decline substantially.

Fitch estimates that as little as half (approximately 445,797
metric tons) to as much as all (810,540 metric tons) of
Pequiven's urea offtake could be redirected to the domestic
market.  Local demand for urea remains unknown but it is evident
that Pequiven's wholly owned plants in the El Tablazo and Moron
complexes are not producing sufficiently to satisfy domestic
requirements.  Given the government's stance on agricultural
development and the designation of nitrogen fertilizer
production as "strategic," Koch Nitrogen's share of FertiNitro
production could also be subject to redirection.  Uncertainty
associated with the ultimate volume of diverted output ordered
by the decree underpins the Rating Watch Negative status.

The decree-law effectively dismisses the economic basis of the
project: the plant was conceived and developed to convert
associated natural gas of Petroleos de Venezuela S.A. into
ammonia and urea, with export sales of these products generating
dollar revenue for Pequiven.  Price controls will diminish the
economic viability of FertiNitro.  According to the law, the
redirected output must be sold in local currency for the
equivalent of US$72 per metric ton.  This price ceiling falls
significantly below FertiNitro's cost of producing one metric
ton of urea and constitutes only one-fourth of the current
market price.

The ratings downgrade also considers that the plant failed to
pass the second reliability test, which was deferred in 2003
until December 2005 and completed in May 2006.  The test is
designed to demonstrate and ensure that the project has the
ability to operate as initially represented to bondholders.
According to the independent engineer's opinion that was
released in the first quarter of this year, material
manufacturing defects in the ammonia plants are likely to cause
unplanned downtime in the urea trains that exceed expected
levels.  Fitch anticipates that future ammonia and urea
shipments can only approximate the monthly average observed
during the 2002-06 period.  Namely, recent improvements in the
plant's operating rate are likely to be short-lived.  In
consideration of the engineer's observations and in compliance
with the terms of debt, FertiNitro paid US$50 million of
principal on the senior bank loans in November 2006 in order to
preserve the equilibrium between the project's output capability
and debt sustainability.  The outstanding balance of bonded debt
remains at US$250 million, as the bonds are not scheduled to
begin to amortize until April 1, 2011.

Consistent with strong prices in 2006, collections rose 19% to
US$389.4 million; operating cash flow amounted to US$173.5
million.  After-tax income increased to US$53.3 million on
revenues of US$403.3 million, the fourth consecutive profit
achieved since 2003.  Despite the disbursement associated with
the debt reduction in November, cash balances remained at
approximately US$110 million at the end of the year, including a
debt service reserve of US$62.1 million.  Notwithstanding the
reduced debt burden, Fitch anticipates that the decree-law will
substantially diminish FertiNitro's capacity to meet future debt
obligations.  The law's effect during the remainder of 2007
should be relatively modest, but Fitch expects that a debt
payment default will occur by 2009 or earlier.  The magnitude of
the project's revenue loss and the timing of the payment default
will depend directly on the speed at which output volumes are
diverted by the government.

FertiNitro ranks as one of the world's largest nitrogen-based
fertilizer plants, with nameplate daily production capacity of
3,600 metric tons of ammonia and 4,400 metric tons of urea.  It
is owned 35% by a Koch Industries, Inc. subsidiary, 35% by
Pequiven (a state-owned petrochemicals company), 20% by a
Snamprogetti S.p.A. subsidiary, and 10% by a Cerveceria Polar,
C.A. subsidiary.


FERTINITRO: Fitch To Hold Teleconference on Rating Downgrade
------------------------------------------------------------
On May 18, Fitch Ratings will host a teleconference to discuss
the rationale behind the May 16 downgrade of FertiNitro Finance
Inc.'s US$250 million 8.29% secured bonds due 2020 to 'CCC' from
'B-'.

Gersan Zurita, a Senior Director and lead oil and gas analyst
for Latin America in Fitch's Project Finance Group, will address
the downgrade and the role of Decree-Law No 5,218 of March 6,
2007, which forces FertiNitro and other producers of nitrogen-
based fertilizers in Venezuela to direct their output from
global exports markets to the domestic market, where sales are
subject to pricing dictated by the government.  The decree-law
effectively dismisses the economic basis of the project,
developed to convert associated natural gas of Petroleos de
Venezuela S.A. into ammonia and urea, with export sales of these
products generating dollar revenue for Pequiven.  Price controls
will diminish the economic viability of FertiNitro.  According
to Zurita, "Fitch believes that the decree-law is likely to
cause project revenues to decline substantially."

To participate in the teleconference, interested parties should
call +1-877-241-2557 five minutes prior to the 10:30 a.m. start
time and give the title of the call "Venezuela's FertiNitro
Project"' or the call leader name "Gersan Zurita."  For
international participants, the dial-in number is +1-706-643-
7396.  To ensure there are sufficient telephone lines available,
use internal conferencing capabilities, if possible, for
multiple listeners at a single location.


LEAR CORP: Michigan Judge Dismisses Lawsuits Over Icahn Deal
------------------------------------------------------------
A judge has dismissed three lawsuits in Michigan that had been
brought on behalf of all Lear Corporation shareholders related
to the Merger Proposal with American Real Estate Partners, L.P.
on the grounds that there was a prior lawsuit filed in Delaware.
The consolidated Delaware action is scheduled for a preliminary
injunction hearing on June 6, 2007.

                         Class Actions

As previously reported in the TCR-Europe on March 19, 2007, Lear
Corporation is facing six purported class actions filed by
certain shareholders seeking to block the automotive parts
supplier's acquisition by billionaire investor Carl Icahn,
according to the company's Feb. 27, 2007 Form 10-K filing with
the U.S. Securities and Exchange Commission for the period ended
Dec. 31, 2006.

In February, the company agreed to a US$2.31 billion buyout
offer from Icahn-controlled American Real Estate Partners LP.
The transaction involves Mr. Icahn paying US$36 per share for
the shares he does not already own, according to reports.

Under the terms of the agreement, Lear was allowed to solicit
alternate proposals for 45 days.

Between Feb. 9, 2007 and Feb. 21, 2007, certain stockholders
filed six purported class actions against the company, certain
members of the board of directors and American Real Estate
Partners, L.P. and certain of its affiliates (AREP).

Three of the lawsuits were filed in the Delaware Court of
Chancery and have since been consolidated into a single action.
Another three were filed in Michigan Circuit Court.

The class action complaints, which are substantially similar,
generally allege that the Agreement and Plan of Merger unfairly
limits the process of selling Lear and that certain members of
the company's board of directors have breached their fiduciary
duties in connection with the Merger Agreement and have acted
with conflicts of interest in approving the Merger Agreement.

The lawsuits seek to enjoin the merger, to invalidate the Merger
Agreement and to enjoin the operation of certain provisions of
the Merger Agreement, a declaration that certain members of the
company's Board of Directors breached their fiduciary duties in
approving the Merger Agreement and an award of unspecified
damages or rescission in the event that the proposed merger with
AREP is completed.

On Feb. 23, 2007, the plaintiffs in the consolidated Delaware
action filed a consolidated amended complaint, a motion for
expedited proceedings and a motion to preliminarily enjoin
the merger contemplated by the Merger Agreement.

                  Annual Stockholders' Meeting

Meanwhile, the Board of Directors of Lear re-affirmed that the
company's 2007 annual meeting of stockholders will be held at
10:00 a.m. Eastern Time on Wednesday, June 27, 2007, at:

         Hotel du Pont
         11th and Market Streets
         Wilmington
         Delaware 19801
         United States

The record date for determination of stockholders entitled to
notice of, and vote at, the meeting is the close of business on
Monday, May 14, 2007.

                    About Lear Corporation

Headquartered in Southfield, Michigan, Lear Corporation (NYSE:
LEA) -- http://www.lear.com/-- supplies automotive   interior
systems and components.  Lear provides complete seat systems,
electronic products and electrical distribution systems and
other interior products.

Lear also operates in Latin American countries including
Argentina, Mexico, and Venezuela. Its European operations are
located in Czech Republic, United Kingdom, France, Germany,
Honduras, Hungary, Poland, Portugal, Romania, Russia, Slovakia,
Spain, Sweden, South Africa, Morocco, Netherlands, Tunisia and
Turkey.

Its Asian facilities are in China, India, Japan, Philippines,
Singapore, South Korea, and Thailand.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 16, 2007, Moody's Investors Service confirmed Lear's
existing ratings consisting of:

   -- Corporate Family, B2

   -- Senior Secured Term Loan, B2 (LGD-4, 50%)

   -- Senior Unsecured Notes, B3 (LGD-4, 61%)

   -- Shelf ratings for senior unsecured, subordinated and
      preferred, (P)B3, (P)Caa1(LGD-6, 97%), and (P)Caa1
      (LGD-6, 97%) respectively.


PETROLEOS DE VENEZUELA: Inks 20-Year Gas Supply Pact with Repsol
----------------------------------------------------------------
Venezuela's state-run oil company Petroleos de Venezuela SA
posted on its Web site that it has signed a 20-year gas supply
accord with Spain's Repsol YPF.

Prensa Latina relates that the deal lets Petroleos de Venezuela
acquire non-associated natural gas from Repsol's exploration and
exploitation of natural gas deposits in Deep Quiriquire, in the
Monagas State.

Petroleos de Venezuela's vice president for production and
exploitation told Prensa Latina that the contract is in line
with the Law of Gaseous Hydrocarbons and guarantees domestic
consumption of the fuel.  Besides contributing to the
sustainable development of the region, it will reinforce "the
industrial fabric of the area" and speed up investments that
will allow rising output to move forward with supplying gas to
the entire Venezuela.

The accord is another step in the company's projects in
Venezuela, Prensa Latina says, citing Repsol-Venezuela business
executive Delfin Fidalgo.  Repsol and Petroleos de Venezuela
have joint projects "in the south Andean flank, in Lake
Maracaibo basin and the eastern part of Venezuela."

                     About Repsol YPF

Repsol YPF, S.A., is an integrated oil and gas company engaged
in all aspects of the petroleum business, including exploration,
development and production of crude oil and natural gas,
transportation of petroleum products, liquefied petroleum gas
and natural gas, petroleum refining, petrochemical production
and marketing of petroleum products, petroleum derivatives,
petrochemicals and natural gas.  The company operates in four
segments: Exploration and Production, Refining and Marketing,
Chemicals, and Gas and Electricity.  Repsol YPF operates in 32
countries.

               About Petroleos de Venezuela

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.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 28, 2007, Fitch Ratings assigned a 'BB-' rating on
Petroleos de Venezuela S.A.'s aka PDVSA proposed senior note
issuance of up to US$5 billion.  The Rating Outlook is Stable.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 28, 2007, Standard & Poor's Ratings Services assigned its
'BB-' senior unsecured long-term credit rating to Petroleos de
Venezuela S.A. or PDVSA's proposed US$2 billion notes due 2017,
US$2 billion notes due 2027, and US$1 billion notes due 2037.


PETROLEOS DE VENEZUELA: Opposition Balks at Bolivian Operations
---------------------------------------------------------------
State-owned oil firm Petroleos de Venezuela S.A.'s operations in
Bolivia is being met with opposition from rightwing activists,
according to AFP.

Wilmer Cardozo, an opposition leader, was quoted by AFP as
saying that the Venezuelan oil firm "lacks expertise in
connection with hydrocarbons because (Brazilian state company)
Petrobras and all of the corporations operating in Bolivia
operate in Venezuela too."

Bolivia and Venezuela have entered into oil agreements, the
details of which were not disclosed.  To this, Mr. Cardozo
balked.

Meanwhile, Venezuela-funded works in Bolivia has started,
according to a report from El Universal.

Venezuelan President Hugo Chavez's administration has sent motor
graders, backhoes and shovels to aid the construction of a
second barrage in Trinidad, Department of Beni in north Bolivia,
El Universal relates.


YPF SA: Parent Inks 20-Year Gas Supply Pact with PDVSA
------------------------------------------------------
Venezuela's state-run oil company Petroleos de Venezuela SA aka
PDVSA posted on its Web site that it has signed a 20-year gas
supply accord with Spain's Repsol, YPF SA's parent company.

Prensa Latina relates that the deal lets PDVSA acquire non-
associated natural gas from Repsol's exploration and
exploitation of natural gas deposits in Deep Quiriquire, in the
Monagas State.

PDVSA's vice president for production and exploitation told
Prensa Latina that the contract is in line with the Law of
Gaseous Hydrocarbons and guarantees domestic consumption of the
fuel.  Besides contributing to the sustainable development of
the region, it will reinforce "the industrial fabric of the
area" and speed up investments that will allow rising output to
move forward with supplying gas to the entire Venezuela.

The accord is another step in the company's projects in
Venezuela, Prensa Latina says, citing Repsol-Venezuela business
executive Delfin Fidalgo.  Repsol and PDVSA have joint projects
"in the south Andean flank, in Lake Maracaibo basin and the
eastern part of Venezuela."

               About Petroleos de Venezuela

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.

                     About Repsol YPF

Repsol YPF, S.A., is an integrated oil and gas company engaged
in all aspects of the petroleum business, including exploration,
development and production of crude oil and natural gas,
transportation of petroleum products, liquefied petroleum gas
and natural gas, petroleum refining, petrochemical production
and marketing of petroleum products, petroleum derivatives,
petrochemicals and natural gas.  The company operates in four
segments: Exploration and Production, Refining and Marketing,
Chemicals, and Gas and Electricity.  Repsol YPF operates in 32
countries.

                       About YPF SA

Headquartered in Buenos Aires, Argentina, YPF S.A. (YPF) is an
integrated oil and gas company engaged in the exploration,
development and production of oil and gas, natural gas and
electricity-generation activities (upstream), the refining,
marketing, transportation and distribution of oil and a range of
petroleum products, petroleum derivatives, petrochemicals and
liquid petroleum gas (LPG) (downstream).  The company is a
subsidiary of Repsol YPF, S.A., a Spanish company engaged in oil
exploration and refining, which holds 99.04% of its shares.  Its
international operations are conducted through its subsidiaries,
YPF International S.A. and YPF Holdings Inc.

                        *     *     *

Fitch Ratings assigned BB+ long-term issuer default rating on
YPF SA.  Fitch said the outlook is stable.

Moody's Investors Service assigned these ratings on YPF SA:

          -- B2 long-term foreign currency corporate family
             rating; and

          -- Ba2 foreign currency senior unsecured rating;

Moody's said the outlook was negative.


* VENEZUELA: Can Seize Defiant Foreign Firms' Assets
----------------------------------------------------
Venezuelan Deputy Energy Minister Bernard Mommer told Karin
Strohecker at Reuters that Venezuela can confiscate energy
resources within the country and international firms that don't
accept the government's terms should leave.

Reuters' Ms. Strohecker notes that as part of the
nationalization drive, President Hugo Chavez ordered in February
that Orinoco belt projects should be converted to joint ventures
with a 60% stake held by state-run oil firm Petroleos de
Venezuela SA.  The Venezuelan sent workers accompanied by the
military to take over installations on May 1.

Minister Mommer told Reuters' Ms. Strohecker, "The law
established clearly that the national oil company needs to have
control over the operations.  We made this clear and we took
action.  It is written in the law -- there is nothing to
negotiate."

It was normal for Venezuela to strive for control over its
energy resources, Reuters' Ms. Strohecker says, citing Minister
Mommer.

"You get a globalized world of investments, but not of natural
resources.  The natural resources belong to the Venezuelan
people and I don't know one people who thinks differently,"
Minister Mommer commented to Reuters' Ms. Strohecker.

                        *     *     *

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.


* VENEZUELA: Will Comply with Repayment Schedules
-------------------------------------------------
Venezuelan Minister of Finance Rodrigo Cabezas told reporters
that the country won't have any trouble paying creditors once it
decides to leave the International Monetary Fund, El Universal
says.

Venezuela's scheduled repayment of its debts for about US$22
billion will present no problem, the finance minister
underscored, says El Universal.

In an interview with Bloomberg News, the finance minister said
that only President Hugo Chavez can make the final decision.

The Venezuelan leader said in April that the country is severing
ties with the multilateral lender.  The nation has made a
compulsory contribution to the IMF for US$250 million, and is
now asking for its return.

The IMF said in previous reports that Venezuela has yet to
formalize its withdrawal.

The country's bonds and currency went down after the presiden't
announcement over default concerns.  Under Venezuela's dollar
bond agreements, withdrawal from the IMF could result in a
default, meaning, investors could demand immediate repayment of
their capital.

Bloomberg cites a report from newspaper Descifrado, quoting a
government official it didn't identify, that says Pres. Chavez
has decided to scrap his plans to abandon the IMF.

                        *     *     *

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.


                         ***********


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.


           * * * End of Transmission * * *