TCRLA_Public/070524.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

            Thursday, May 24, 2007, Vol. 8, Issue 102

                          Headlines

A R G E N T I N A

AEROSOL SINTESIS: Trustee Verifies Proofs of Claim Until Aug. 10
BITS TOOLS: Trustee to File General Report Today
BODEGAS Y VINEDOS: Creditors To Vote on Settlement Plan Today
CLINICA DE LA COMUNIDAD: Trustee To File General Report Today
DIFUSION MARLE: Reorganization Proceeding Concluded

LA ESTAMPERIA: Trustee To File General Report Today
MATRAX SRL: Trustee To File General Report Today
MILLER ILUMINACION: Trustee Filing Individual Reports on July 12
NADAL TOLEDANO: Proofs of Claim Verification Ends on Aug. 24
RED HAT: Credit Suisse Ups Rating on Firm's Shares to Outperform

RED HAT: Matthew Szulik Says Software Patents Slowing Innovation
ROBERTO A. CARBONARI: Proofs of Claim Verification Ends May 30
RODRIGUEZ PENA: Proofs of Claim Verification Is Until Aug. 15
SIMON BROTHERS: Proofs of Claim Verification Deadline Is June 14
TRANSPORTES CADAM: Proofs of Claim Verification Ends on July 4

* ARGENTINA: Gov't Rescinds Metropolitano's Rail Concession

B A H A M A S

COMPLETE RETREATS: Files March 2007 Monthly Operating Report
COMPLETE RETREATS: Ultimate Resort Closes Acquisition Deal

B E R M U D A

FORMICA BERMUDA: Fletcher Deal Cues S&P's Developing Watch

B O L I V I A

COEUR D'ALENE: Gets Court Ruling on Kensington Gold Mine

B R A Z I L

AMRO REAL: Barclays Denies Plans of Selling ABN Amro Assets
BANCO NACIONAL: Approves BRL278.1 Mil. Financing to CPFL Group
EMI GROUP: Maltby Cash Offer Cues S&P to Cut Ratings
MRS LOGISTICA: Low Cargo Diversity Cues S&P to Hold BB Rating
PETROLEO BRASILEIRO: In Talks with PetroChina for Oil Agreements

PETROLEO BRASILEIRO: Will Launch Gas Pipeline Works in Amazon
TRANSAX INTERNATIONAL: Earns US$402,005 in Qtr. Ended March 31
WARNER MUSIC: EMI Move Cues S&P to Retain Negative Watch

* BRAZIL: Silas Rondeau Leaves Energy Minister Post

C A Y M A N   I S L A N D S

ARLINGTON HILL: Will Hold Final Shareholders Meeting on May 30
ARLINGTON HILL DEBT: Sets Final Shareholders Meeting for May 30
GROVE POINTE: Final Shareholders Meeting Is on May 28
HFT RE CDO: Sets Final Shareholders Meeting for May 31
KINGSFORD CAPITAL: Holding Final Shareholders Meeting on May 18

MULHOLLAND TWENTY: Will Hold Shareholders Meeting on June 4
PILGRIM INVESTMENTS: Final Shareholders Meeting Is on June 5
SPYGLASS CAPITAL: Will Hold Final Shareholders Meeting on June 8

C H I L E

CENTRAL PARKING: Completes Merger Pact for US$22.53 Per Share

C O L O M B I A

BANCOLOMBIA SA: Audit Committee Elects Three Board Members
HEXION SPECIALTY: March 31 Equity Deficit Tops US$1.4 Billion
SOLUTIA INC: Seeks Up To US$2,000,000,000 in Exit Financing

C O S T A   R I C A

HOLLINGER INC: Lord Black Used "Trump" Card at 2003 Meeting
US AIRWAYS: Pilots Balk at Concessionary Proposal; Start Strike

E C U A D O R

PETROECUADOR: Unit Will Launch Three New Drilling Platforms

E L   S A L V A D O R

PAYLESS SHOESOURCE: To Acquire Stride Rite for US$20.5 Per Share

G U A T E M A L A

BRITISH AIRWAYS: Joins Texas Pacific Group in Bidding for Iberia
BRITISH AIRWAYS: Dresdner Kleinwort Maintains Buy Rating on Firm
UNIVERSAL CORP: Reports US$19.5 Mil. Net Income in Fourth Qtr.

G U Y A N A

DIGICEL LTD: To Stop Using Earth Station for International Calls

J A M A I C A

KAISER ALUMINUM: Accrues US$8.4M at 4Q06 for Envt'l Matters
KAISER ALUMINUM: Authorities Wrap Up Probe at Trentwood Facility
NATIONAL WATER: To Impose Water Supply Restrictions on Clients

M E X I C O

CLEAN HARBORS: S&P Lifts US$80 Million Loans' Ratings to BB+
PORTRAIT CORP: Confirmation Hearing Put Off Pending Biz Sale
WERNER LADDER: Asks Until June 30 Exclusive Plan Filing Period
WERNER LADDER: Wants June 16 Set as Admin Claims Bar Date

N I C A R A G U A

XEROX CORP: Completes US$1.1 Bil. Senior Unsecured Note Offering

P A R A G U A Y

* PARAGUAY: Agrees Cross-Border Trade Plan with Brazil

P E R U

COMVERSE TECHNOLOGY: Two Independent Directors Join Board
DOE RUN: Hires Gary Mard as Controller; Promotes Wayne Rich
DOE RUN: Starts Buying Equipment to Build Sulfuric Acid Plant
PRIDE INTERNATIONAL: Capital One Reiterates Hold Rating on Firm

P U E R T O   R I C O

FERRELLGAS PARTNERS: Declares Third Quarter Cash Distribution
MUSICLAND HOLDING: Posts US$3.9 Mil. Net Loss in February 2007
MUSICLAND HOLDING: Posts US$2 Million Net Loss in March 2007
PEP BOYS: Reports US$3.2 Million of Net Income in First Quarter
R&G FINANCIAL: Sells R-G Crown to Fifth Third for US$288 Million

T R I N I D A D   &   T O B A G O

BRISTOW GROUP: Earns US$74.2 Million in Year Ended March 31

V E N E Z U E L A

DAIMLERCHRYSLER: Cerberus Adds Chrysler to Form Giant Auto Biz
DAIMLERCHRYSLER: Chrysler Breaks Ground on Marysville Axle Plant
DAIMLERCHRYSLER AG: Shoulders US$1 Billion Chrysler Pension Risk
PETROLEOS DE VENEZUELA: Acquires Eleval
PETROLEOS DE VENEZUELA: Unit Increases NatGas Supplies in May


                         - - - - -


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


AEROSOL SINTESIS: Trustee Verifies Proofs of Claim Until Aug. 10
----------------------------------------------------------------
Hector Palma, the court-appointed trustee for Aerosol Sintesis
SA's reorganization proceeding, verifies creditors' proofs of
claim until Aug. 10, 2007.

The National Commercial Court of First Instance No. 25 in Buenos
Aires, with the assistance of Clerk No. 49, approved a petition
for reorganization filed by Aerosol Sintesis, according to a
report from Argentine daily La Nacion.

Mr. Palma 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 Aerosol Sintesis 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 Aerosol Sintesis'
accounting and banking records will be submitted in court.

La Nacion did not state the reports submission dates.

The informative assembly will be held on April 30, 2008.
Creditors will vote to ratify the completed settlement plan
during the assembly.

The debtor can be reached at:

          Aerosol Sintesis SA
          Helguera 3641
          Buenos Aires, Argentina

The trustee can be reached at:

          Hector Palma
          Rodriguez Pena 694
          Buenos Aires, Argentina


BITS TOOLS: Trustee to File General Report Today
------------------------------------------------
Francisco Jose M. Costa, the court-appointed trustee for Bits
Tools SA's bankruptcy proceeding, will submit to court a general
report containing an audit of the company's accounting and
banking records on May 24, 2007.

Mr. Costa verified creditors' proofs of claim until
March 1, 2007.  He then presented the validated claims in court
as individual reports on April 12, 2007.  The National
Commercial Court of First Instance in Buenos Aires determined
the verified claims' admissibility, taking into account the
trustee's opinion and the objections and challenges raised by
Bits Tools and its creditors.

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

The trustee can be reached at:

          Francisco Jose M. Costa
          Sarmiento 1562
          Buenos Aires, Argentina


BODEGAS Y VINEDOS: Creditors To Vote on Settlement Plan Today
-------------------------------------------------------------
Bodegas y Vinedos Garbin S.A., a company under reorganization,
will present a settlement plan to its creditors on May 24, 2007.

Margarita Elisa Piastrellini de Pafumi, the court-appointed
trustee for Cabana Don Joaquin's reorganization proceeding,
submitted individual reports in court on July 28, 2006.  The
individual reports were based on creditors' claims that Ms.
Piastrellini de Pafumi verified until April 10, 2006.   The
National Commercial Court of First Instance in San Rafael
determined the verified claims' admissibility, taking into
account the trustee's opinion and the objections and challenges
raised by Bodegas y Vinedos and its creditors.  

Ms. Piastrellini de Pafumi also presented a general report
containing an audit of Bodegas y Vinedos' accounting and banking
records in court on Sept. 28, 2006.

The trustee can be reached at:

         Margarita Elisa Piastrellini de Pafumi
         Francia 76, San Rafael
         Mendoza, Argentina


CLINICA DE LA COMUNIDAD: Trustee To File General Report Today
-------------------------------------------------------------
Maximo C. A. Piccinelli, the court-appointed trustee for Clinica
de la Comunidad S.R.L.'s bankruptcy case, will submit to court a
general report containing an audit of the company's accounting
and banking records on May 24, 2007.

Mr. Piccinelli verified creditors' proofs of claim until
Dec. 21, 2006.  He then presented the validated claims in court
as individual reports on March 29, 2007.  The National
Commercial Court of First Instance in Buenos Aires determined
the verified claims' admissibility, taking into account the
trustee's opinion and the objections and challenges raised by
Clinica de la Comunidad and its creditors.

The debtor can be reached at:

          Clinica de la Comunidad S.R.L.
          Avenida Julio A. Roca 570
          Buenos Aires, Argentina

The trustee can be reached at:

          Maximo C. A. Piccinelli
          Montevideo 666
          Buenos Aires, Argentina


DIFUSION MARLE: Reorganization Proceeding Concluded
---------------------------------------------------
Buenos Aires-based company Difusion Marle S.R.L. concluded its
reorganization process, according to data released by Infobae on
its Web site.  The conclusion came after the National Commercial
Court of First Instance in Buenos Aires ratified the debt
restructuring plan agreed between the company and its creditors.


LA ESTAMPERIA: Trustee To File General Report Today
---------------------------------------------------
Ester Alicia Ferrara, the court-appointed trustee for La
Estamperia SA's bankruptcy proceeding, will submit to court a
general report containing an audit of the company's accounting
and banking records on May 24, 2007.

Ms. Ferrara verified creditors' proofs of claim until
Feb. 22, 2007.  She then presented the validated claims in court
as individual reports on April 11, 2007.  The National
Commercial Court of First Instance in Buenos Aires determined
the verified claims' admissibility, taking into account the
trustee's opinion and the objections and challenges raised by La
Estamperia and its creditors.

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

The debtor can be reached at:

         La Estemparia SA
         Ugarteche 3146
         Buenos Aires, Argentina

The trustee can be reached at:

         Esmeralda Alicia Ferrara
         Esmeralda 960
         Buenos Aires, Argentina


MATRAX SRL: Trustee To File General Report Today
------------------------------------------------
Anibal Hugo Rivero, the court-appointed trustee for Matrax SRL's
bankruptcy proceeding, will submit to court a general report
containing an audit of the company's accounting and banking
records on May 24, 2007.

Mr. Rivero verified creditors' proofs of claim until
Feb. 28, 2007.  He then presented the validated claims in court
as individual reports on April 12, 2007.  The National
Commercial Court of First Instance in Buenos Aires determined
the verified claims' admissibility, taking into account the
trustee's opinion and the objections and challenges raised by
Matrax and its creditors.

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

The debtor can be reached at:

         Matrax S.R.L.
         Avenida Lastra y La Portena
         Chascomus, Argentina

The trustee can be reached at:

         Anibal H. Rivero
         Rauch 295
         Dolores, Argentina


MILLER ILUMINACION: Trustee Filing Individual Reports on July 12
----------------------------------------------------------------
Anibal Diego Carrillo, the court-appointed trustee for Miller
Iluminacion S.A.C.I.'s bankruptcy proceeding, will present
creditors' validated claims as individual reports in the
National Commercial Court of First Instance No. 11 in Buenos
Aires on July 12, 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 Miller Iluminacion and its creditors.

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

As reported in the Troubled Company Reporter-Latin America on
April 18, 2007, Mr. Carrillo verifies creditors' proofs of claim
until May 31, 2007.

Mr. Carrillo will also submit to court a general report
containing an audit of Miller Iluminacion's accounting and
banking records on Aug. 30, 2007.

Clerk No. 22 assists the court in this case.

The debtor can be reached at:

          Miller Iluminacion SACI
          Tucuman 934
          Buenos Aires, Argentina

The trustee can be reached at:

          Anibal Carrillo
          Juncal 615
          Buenos Aires, Argentina


NADAL TOLEDANO: Proofs of Claim Verification Ends on Aug. 24
------------------------------------------------------------
Liliana Mabel Oliveros Peralta, the court-appointed trustee for
Nadal Toledano e Hijos S.A.'s bankruptcy proceeding, verifies
creditors' proofs of claim until Aug. 24, 2007.

Ms. Peralta will present the validated claims in court as
individual reports on Oct. 5, 2007.  The National Commercial
Court of First Instance in Buenos Aires 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 Nadal Toledano 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 Nadal Toledano's
accounting and banking records will be submitted in court on
Nov. 19, 2007.

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

The trustee can be reached at:

          Liliana Mabel Oliveros Peralta
          Viamonte 1337
          Buenos Aires, Argentina


RED HAT: Credit Suisse Ups Rating on Firm's Shares to Outperform
----------------------------------------------------------------
Credit Suisse analyst J. Maynard has upgraded his rating on Red
Hat Inc's shares to "outperform" from "neutral," Newratings.com
reports.

Newratings.com relates that the target price for Red Hat's
shares was increased to US$27 from US$25.

Mr. Maynard said in a research note published on May 22 that
recent field checks showed that Red Hat's bookings and billings
growth is expected to stay healthy and improve in the second
half of this year.

Red Hat's cash flow guidance looks conservative, in view of its
several field efforts in channel sales and new product plans,
Mr. Maynard told Newratings.com.

Credit Suisse thinks that billings at Red Hat's JBoss subsidiary
will increase significantly in the fiscal year 2007,
Newratings.com states.

Headquartered in Raleigh, North Carolina Red Hat, Inc. --
http://www.redhat.com/-- is an open source and Linux provider.
Red Hat provides operating system software along with
middleware, applications and management solutions.  Red Hat also
offers support, training, and consulting services to its
customers worldwide and through top-tier partnerships.

The company has offices in Singapore, Germany, and Argentina,
among others.

                        *     *     *

As reported on Nov. 3, 2006, Standard & Poor's Ratings Services
revised its outlook on Raleigh, N.C.-based operating systems
provider Red Hat Inc. to stable from positive, and affirmed its
'B+' corporate credit rating.


RED HAT: Matthew Szulik Says Software Patents Slowing Innovation
----------------------------------------------------------------
Red Hat Chief Executive Matthew Szulik told Stephen Shankland at
CNET News.com that software patents are slowing innovation.

CNET's Mr. Shankland relates that Mr. Szulik said during the
Open Source Business Conference, "In the last 30 years, we've
continued to see patents really being a challenge to innovation.  
The industry moves much faster than a remedy process.  There is
very little empirical evidence that builds a correlation between
patents and innovation."

Software patents hold back the pace of innovation, CNET's Mr.
Shankland says, citing Mr. Szulik.  However, he didn't call for
their abolition and instead urged reform of the patent process.

CNET's Mr. Shankland underscores that Mr. Szulik's patent reform
agenda includes:

          -- better searchable database,

          -- cleaner distinction between patents and trade
             secrets, and

          -- shorter review process for assigning patents.

Red Hat became one of the open-source Microsoft rivals accused
of breaching 235 of the software giant's patents, CNET's Mr.
Shankland states.  Microsoft would like to arrange patent
licensing deals, as it did last year with Linux seller Novell.  
However, a cordial resolution seems unlikely.

According to CNET's Mr. Shankland, Mr. Szulik argued that "open-
source programmers aren't running roughshod over others'
patents."

Mr. Szulik told CNET's Mr. Shankland, "I've had discussions with
most luminaries of the open-source industry.  They have always
been respectful of intellectual property, of originality and
invention."

It would be helpful for Microsoft to disclose the tally of 235
patents, as well as the list of patents, CNET's Mr. Shankland
says, citing Mr. Szulik.

Mr. Szulik commented to CNET's Mr. Shankland, "No responsible
vendor wants to violate patents or infringe.  Any access that
would allow workarounds to take place, so the respect for the
innovation is maintained, is a good thing."

Red Hat applies for software patents to use them "only
defensively," CNET's Mr. Shankland reports.

Headquartered in Raleigh, North Carolina Red Hat, Inc. --
http://www.redhat.com/-- is an open source and Linux provider.
Red Hat provides operating system software along with
middleware, applications and management solutions.  Red Hat also
offers support, training, and consulting services to its
customers worldwide and through top-tier partnerships.

The company has offices in Singapore, Germany, and Argentina,
among others.

                        *     *     *

As reported on Nov. 3, 2006, Standard & Poor's Ratings Services
revised its outlook on Raleigh, N.C.-based operating systems
provider Red Hat Inc. to stable from positive, and affirmed its
'B+' corporate credit rating.


ROBERTO A. CARBONARI: Proofs of Claim Verification Ends May 30
--------------------------------------------------------------
Cristina H. Giraudo, the court-appointed trustee for Roberto A.
Carbonari S.A.C.I.A.'s bankruptcy proceeding, verifies
creditors' proofs of claim until May 30, 2007.

Ms. Giraudo will present the validated claims in court as
individual reports on July 11.  The National Commercial Court of
First Instance in Lomas de Zamora, Buenos Aires, 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 Roberto A 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 Roberto A's
accounting and banking records will be submitted in court on
Sept. 5, 2007.

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

The trustee can be reached at:

          Cristina H. Giraudo
          Avenida Meeks 15, Lomas de Zamora
          Buenos Aires, Argentina


RODRIGUEZ PENA: Proofs of Claim Verification Is Until Aug. 15
-------------------------------------------------------------
Miguel Angel Drucaroff, the court-appointed trustee for
Rodriguez Pena 736 S.A.'s bankruptcy proceeding, verifies
creditors' proofs of claim until Aug. 15, 2007.

Mr. Drucaroff will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance in Buenos Aires 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 Rodriguez
Pena 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 Rodriguez Pena's
accounting and banking records will be submitted in court.

Infobae did not state the reports submission dates.

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

The trustee can be reached at:

          Miguel Angel Drucaroff
          Avenida Corrientes 2470
          Buenos Aires, Argentina


SIMON BROTHERS: Proofs of Claim Verification Deadline Is June 14
----------------------------------------------------------------
Marcos Urwicz, the court-appointed trustee for Simon Brothers
S.A.'s bankruptcy proceeding, verifies creditors' proofs of
claim until June 14, 2007.

Mr. Urwicz will present the validated claims in court as
individual reports on Aug. 6, 2007.  The National Commercial
Court of First Instance in Buenos Aires 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 Simon Brothers 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 Simon Brothers'
accounting and banking records will be submitted in court on
Sept. 17, 2007.

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

The trustee can be reached at:

          Marcos Urwicz
          Avenida Corrientes 1250
          Buenos Aires, Argentina


TRANSPORTES CADAM: Proofs of Claim Verification Ends on July 4
--------------------------------------------------------------
Hector Jorge Garcia, the court-appointed trustee for Transportes
Cadam SA's bankruptcy proceeding, verifies creditors' proofs of
claim until July 4, 2007.

Mr. Garcia will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 8 in Buenos Aires, with the assistance of Clerk
No. 15, 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 Transportes Cadam 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 Transportes Cadam's
accounting and banking records will be submitted in court.

La Nacion did not state the reports submission dates.

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

The debtor can be reached at:

          Transportes Cadam SA
          Esmeralda 351
          Buenos Aires, Argentina

The trustee can be reached at:

          Hector Jorge Garcia
          Uruguay 572
          Buenos Aires, Argentina


* ARGENTINA: Gov't Rescinds Metropolitano's Rail Concession
-----------------------------------------------------------
The Argentine government has rescinded a railroad concession
with Metropolitano S.A. after cancellations and delays sparked
rioting by stranded commuters, Eliana Raszewski and Matthew
Craze at Bloomberg News reports.

The line linking Buenos Aires and the southern suburbs will be
temporarily run by the government, Bloomberg says, citing
Planning Minister Julio de Vido.  The company's workers won't be
fired while ticket prices will remain as is.

In 2004, the government has also rescinded Metropolitano's
contract alleging that the operator failed to provide adequate
security and service on the San Martin line, which runs from
downtown Buenos Aires to the northern outskirts.

Metropolitano, which has held concessions for the Belgrano Sur
and General Roca lines since 1994, carries 11.5 million
passengers a month to 102 stations, according to the company's
Web site.

                        *     *     *

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


COMPLETE RETREATS: Files March 2007 Monthly Operating Report
------------------------------------------------------------

                      Complete Retreats, LLC
                          Balance Sheet
                       As of March 31, 2007

                              ASSETS

Unrestricted Cash                                             -
Restricted Cash                                               -
                                                 --------------
Total Cash                                                    -

Accounts Receivable (Net)                                     -
Inventory                                                     -
Notes Receivable                                              -
Prepaid Expenses                                              -
Other                                                         -
                                                 --------------
Total Current Assets                                          -

Property, Plant & Equipment                          US$528,774
Less: Accumulated Depreciation/Depletion               (127,342)
                                                 --------------
Net Property, Plant & Equipment                         401,432

Due from Insiders                                             -
Other Assets - Net of Amortization                            -
Other                                                 4,072,562
                                                 --------------
Total Assets                                       US$4,473,994

                   LIABILITIES & OWNERS' EQUITY

Postpetition Liabilities
   Accounts Payable                                           -
   Taxes Payable                                              -
   Notes Payable                                              -
   Professional Fees                                          -
   Secured Debt                                               -
   Other                                                      -
                                                 --------------
Total Postpetition Liabilities                                -

Prepetition Liabilities
   Secured Debt                                               -
   Priority Debt                                              -
   Unsecured Debt                                             -
   Other                                             US$428,115
                                                 --------------
Total Prepetition Liabilities                           428,115
                                                 --------------
Total Liabilities                                       428,115

Equity
   Prepetition Owners' Equity                         4,045,880
   Postpetition Cumulative Profit or Loss                     -
   Cash funded from UR LLC in excess of P&L losses            -
                                                 --------------
Total Equity                                          4,045,880
                                                 --------------
Total Liabilities & Owners' Equity                 US$4,473,994

                      Complete Retreats, LLC
                     Statement of Operations
                       March 1 to 31, 2007

Revenues
   Gross Revenues                                            $0
   Less: Returns & Discounts                                  -
                                                 --------------
Net Revenue                                                   0

Cost of Goods Sold
   Material                                                   -
   Direct Labor
   Direct Overhead                                            -
                                                 --------------
Total Cost of Goods Sold                                      -
                                                 --------------
Gross Profit                                                  -

Operating Expenses
   Officer/Insider Compensation                               -
   Selling & Marketing                                        -
   General Administration                                     -
   Rent & Lease                                               -
   Other                                                      -
                                                 --------------
Total Operating Expenses                                      0
                                                 --------------
Income Before Non-Operating Income & Expenses                 0

Other Income & Expenses
   Non-operating Income                                       -
   Non-operating Expense                                      -
   Interest Expense                                           -
   Depreciation/Depletion                                     -
   Amortization                                               -
   Other                                                      -
                                                 --------------
Net Other Income & Expenses                                   -

Reorganization Expenses
   Professional Fees                                          -
   U.S. Trustee Fees                                          -
   Other                                                      -
                                                 --------------
Total Reorganization Expenses                                 0
                                                 --------------
Income Tax                                                    0
                                                 --------------
Net Profit (Loss)                                          US$0

Complete Retreats, LLC, Preferred Retreats, LLC, and their
subsidiaries were founded in 1998.  Owned by Robert McGrath and
four minority owners, the companies operate a five-star
hospitality and real estate management business and are a
pioneer and market leader of the "destination club" industry.  
Under the trade name "Tanner & Haley Resorts," Complete
Retreats, et al.'s destination clubs have numerous individual
and company members.

Destination club members pay up-front membership deposits,
annual dues, and daily usage fees.  In return, members and their
guests enjoy the use of first-class private residences, and
receive an array of luxurious services and amenities in certain
exotic vacation destinations in the United States and locations
around the world, including: Abaco, Bahamas; Cabo San Lucas,
Mexico; Nevis, West Indies; Telluride, Colorado; and Jackson
Hole, Wyoming.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).  
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  
Michael J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in
the Debtors' schedules, however, the Debtors disclosed
US$308,000,000 in total debts.


COMPLETE RETREATS: Ultimate Resort Closes Acquisition Deal
----------------------------------------------------------
Ultimate Resort LLC has closed the acquisition of substantially
all of the real estate assets of Tanner & Haley, aka Complete
Retreats LLC.  CapitalSource and JDI Realty LLC provided over
US$100 million in debt and equity financing for the acquisition.

"We are extremely pleased that this important transaction has
now closed, adding many new resort destinations, spectacular new
club properties and hundreds of new members, greatly enhancing
our strategic platform for continued club growth in the future,"
said Ultimate Resort Founder, President and CEO Jim Tousignant.  
"This positive outcome benefits all parties involved, especially
the 650 new members who are now part of the growing Ultimate
Resort family. We are also pleased to welcome more than 100
former Tanner & Haley employees, many of whom have years of
experience providing five-star concierge and member services."

Ultimate Resort signed an asset purchase agreement with Tanner &
Haley in November 2006, whereby Ultimate Resort agreed to
acquire substantially all of the real estate assets of Tanner &
Haley after having been unanimously approved by the T&H
Unsecured Creditors' Committee.

Subsequently, Ultimate Resort won final sale approval from the
U.S. Bankruptcy Court for the District of Connecticut to acquire
Tanner & Haley's assets, and on May 4, 2007, the acquisition
closed with Ultimate Resort acquiring substantially all of the
real estate assets of Tanner & Haley's three former luxury
destination clubs (Private Retreats, Distinctive Retreats, and
Legendary Retreats).

As part of the transaction, more than 650 former members of
Tanner & Haley have agreed to become members in Ultimate
Resort(TM) and Ultimate Resort ELITE(TM) destination clubs.

Michael Szwajkowski, President of CapitalSource Structured
Finance said: "As the industry leader in destination club real
estate financing, CapitalSource is committed to helping finance
market leaders like Ultimate Resort.  We are strong believers in
Ultimate Resort's management team and their business model and
we are proud to lead the financing of Ultimate Resort's
acquisition of Tanner & Haley's luxury real estate portfolio,
creating one of the top destination clubs in the industry."

Jeff Aeder, Chairman of JDI Realty said: "In the last two years,
Ultimate Resort has grown substantially and has quickly become a
leader in the luxury resort, hospitality and destination club
market.  We are excited to be partnering with Ultimate Resort on
this important acquisition, and we are pleased to have made a
significant investment in the future growth of Ultimate Resort."

                   About Ultimate Resort

Ultimate Resort LLC -- http://www.UltimateResort.com/-- is the   
industry's second largest private destination club, and is
designed to provide individuals, families and corporate members
with exclusive club privileges and flexible access to a growing
portfolio of properties located in exciting resort destinations
throughout the United States, Mexico, the Caribbean and Europe.
The club's private homes are well- appointed luxury residences
that offer concierge services and the amenities of a private
country club.

                  About Complete Retreats

Complete Retreats, LLC, Preferred Retreats, LLC, and their
subsidiaries were founded in 1998.  Owned by Robert McGrath and
four minority owners, the companies operate a five-star
hospitality and real estate management business and are a
pioneer and market leader of the "destination club" industry.  
Under the trade name "Tanner & Haley Resorts," Complete
Retreats, et al.'s destination clubs have numerous individual
and company members.

Destination club members pay up-front membership deposits,
annual dues, and daily usage fees.  In return, members and their
guests enjoy the use of first-class private residences, and
receive an array of luxurious services and amenities in certain
exotic vacation destinations in the United States and locations
around the world, including: Abaco, Bahamas; Cabo San Lucas,
Mexico; Nevis, West Indies; Telluride, Colorado; and Jackson
Hole, Wyoming.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).  
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  
Michael J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in
the Debtors' schedules, however, the Debtors disclosed
US$308,000,000 in total debts.




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


FORMICA BERMUDA: Fletcher Deal Cues S&P's Developing Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, for Formica Bermuda Holdings
Ltd. on CreditWatch with developing implications following the
announcement that the company's parent, Formica Corp. had agreed
to be acquired by New Zealand-based Fletcher Building Ltd. for
US$700 million.  Fletcher will fund the purchase of Formica
using existing and new bank debt facilities and an underwritten
placement of 26 million ordinary shares, expected to raise some
US$218 million.
      
"In resolving the CreditWatch, we will continue to monitor
developments associated with the acquisition, specifically with
regard to FBHL's outstanding bank facility," said Standard &
Poor's credit analyst John Kennedy.
     
If the company refinances this facility in conjunction with the
closing of the acquisition, which S&P expect, S&P would withdraw
the ratings on FBHL.  However, S&P could lower the ratings if
some or all of the debt remain outstanding under a more highly
leveraged capital structure.




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


COEUR D'ALENE: Gets Court Ruling on Kensington Gold Mine
--------------------------------------------------------
Coeur d'Alene Mines Corporation disclosed that a three-judge
panel of the United States Court of Appeals for the Ninth
Circuit, consistent with its March 16, 2007 order, has issued a
ruling that overturns a lower court decision that had upheld the
validity of the 404 permit for the Kensington gold mine in
Alaska.  The United States Army Corps of Engineers, in
consultation with the United States Environmental Protection
Agency, had issued the tailings disposal permit to Coeur in 2005
pursuant to authority granted to the Corps of Engineers under
Section 404 of the Clean Water Act.

The company is continuing to review its options, including
possible appeals to a 15-judge panel of the Ninth Circuit and
the Supreme Court of the United States.

Coeur d'Alene Mines Corp. (NYSE:CDE) (TSX:CDM) --
http://www.coeur.com/-- is the world's largest primary silver     
producer, as well as a significant, low-cost producer of gold.  
The company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile, Bolivia and Australia.

                        *     *     *

Coeur d'Alene Mines Corp.'s US$180 Million notes due
Jan. 15, 2024, carry Standard & Poor's B- rating.




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


AMRO REAL: Barclays Denies Plans of Selling ABN Amro Assets
-----------------------------------------------------------
Barclays Bank has denied to Bobsguide that it is seeking to sell
any of the assets of ABN Amro Real once the purchase will be
completed.

As reported in the Troubled Company Reporter-Latin America on
May 23, 2007, ABN Amro and Barclays decided to increase the
purchase price of ABN Amro Real to ward off a rival bid.  The
amount of the deal was not disclosed.  ABN Amro had launched
merger negotiations with Barclays Plc.  Analysts differed as to
what Barclays would do with Amro Real if it eventually would
acquire ABN Amro.  Rodrigo Margela, an investment analyst at ARX
Capital Management, said, "Barclays is interested in entering
emerging markets as they've shown in India.  All signs point to
Barclays holding on to ABN Amro Real."  ABN AMRO and Barclays
agreed to merge in April.

Sources told Dutch daily Het Financieele Dagblad that Barclays
was considering the sale of Banco Real to increase its bid for
ABN Amro, and ward off the rival bid from a consortium led by
Royal Bank of Scotland.  

The Royal Bank-led consortium has proposed a US$98-billion bid,
according to Bobsguide.

Het Financieele says that ABN Amro and Barclays are working on
plans to sell Amro Real, which could also give ABN Amro extra
cash for its shareholders.

However, Barclays Chief Executive Officer John Varley told
Bobsguide, "Barclays is not engaged in or pursuing discussions
relating to major asset sales in connection with its recommended
merger with ABN Amro."

Bobsguide notes that should Barclays' US$87-billion bid be
accepted, it would be the largest cross border transaction ever.  
The merger would result to the creation of a bank with a US$160-
billion market capitalization.  

Thomson Financial relates that the consortium has until May 27
to present any offer it might have for ABN Amro.

Meanwhile, Barclays had until May 23 to inform the market on the
progress of its offer for ABN Amro, Times Online says.  Barclays
is allegedly preparing to publish its offer document for ABN
Amro in July.

According to Times Online, ABN Amro's rebel private investor
group Vereniging van Effectenbezitters, or VEB, is seeking
support to force ABN Amro to let shareholders vote on rival
bids.

VEB founder Peter Paul de Vries told Times Online that he had
met with various investors, including hedge funds, in London.  
Among the options he was considering was getting the 10% of
votes required to force ABN Amro to schedule an emergency
meeting where bids from Barclays and the Royal Bank consortium
would be voted on.

"We think there should be a meeting of shareholders to vote on
the best possible proposal for ABN," Mr. de Vries commented to
Times Online.

Mr. de Vries admitted to Times Online that he didn't yet have
the votes needed and had not met rebel hedge fund TCI, which won
a vote for a disintegration of ABN Amro at an emergency meeting
in April.

Sources told Carrick Mollenkamp and Jason Singer at the Wall
Street Journal that some banks contacted Barclays to express an
interest in ABN Amro's main Brazilian bank operations to
determine whether the unit would ever be put on sale.

Research company Credit Sights Inc. analyst David Hendler told
WSJ that Banco Real "would be sought after" as few independent
Brazilian banks are keen on selling.  

According to the WSJ report, Barclays had no plans to part with
Banco Real if it wins the ABN Amro bidding.  Sources said that
Barclays sees Banco Real as one of the real growth
opportunities.

WSJ notes that ABN Amro will hold a court-ordered shareholder
meeting to vote on the sale of its U.S. unit LaSalle to Bank of
America Corp.   However, Bank of America is suing ABN Amro in
the federal court in the Southern District of New York to put
into effect its contract to purchase LaSalle.  

Before Bank of America filed the lawsuit, the Royal Bank
consortium "sent out feelers" to Bank of America through
intermediaries "to see if there might be a way to accommodate
it," WSJ says, citing sources.

WSJ states that "one possible avenue" could be the splitting up
of LaSalle between the Royal Bank and Bank of America.  However,
"the feelers" didn't result to any action.

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

                        *     *     *

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


BANCO NACIONAL: Approves BRL278.1 Mil. Financing to CPFL Group
--------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social aka BNDES'
directors approved two financings to the CPFL Group, for a total
of BRL278.1 million.  Of the total loaned amount, BRL156.5
million will be given to Companhia Paulista de Forca e Luz --
CPFL Paulista, and the rest, for BRL121.6 million, is allotted  
Companhia Piratininga de Forca e Luz -- CPFL Piratininga, both
controlled by CPFL Energia.

The CPFL Paulista project is estimated at BRL267 million, in
which BNDES will have a 58.6% participation.  CPFL Piratininga
program is estimated at BRL207.9 million, and the Bank will
support 58.5% of the total.

The investments of both companies shall be destined to expansion
and modernization of the power system and services.  The two
distributors will invest in transmission lines, sub-stations,
distribution networks and research and development in order to
adjust the power system to market expansion and to the quality
and reliability levels established.

The program will support the companies to attend the increasing
number of consumers and demand for energy, with focus on the
whole area of concession.  The distributors will also invest in
improvements to customer service, information technology and
telecommunication and in energy efficiency.

CPFL Paulista distributes energy to 234 municipalities, covering
one of the most developed regions in the State of Sao Paulo.  
Within the concessionaire area of service are, for example, the
cities of Campinas, Ribeiro Preto, Bauru, Sao Jose do Rio Preto,
Araraquara, Piracicaba and Franca.  CPFL Paulista major clients
are in the industrial and commercial categories.

CPFL Piratininga network comprises 27 municipalities in the
State of Sao Paulo, with historic market increase rates above
the national average. Within its area of service are cities as
Cubatao, Indaiatuba, Itu, Sorocaba, Santos and Itupeva, among
others.  The major clients of the distributor are also the
industry and commerce of the region.

                         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.


EMI GROUP: Maltby Cash Offer Cues S&P to Cut Ratings
----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on U.K.-based music group EMI
Group PLC to 'B+' from 'BB-', following news of a recommended
cash offer for the entire capital of EMI by a private equity
buyout vehicle, Maltby Ltd.

At the same time, the senior unsecured debt ratings on related
entities Capitol Records Inc. and EMI Group Finance Ltd. were
also lowered to 'B+' from 'BB-'.  All long-term ratings on EMI
and related entities remain on CreditWatch with negative
implications.  In addition, the 'B' short-term corporate credit
rating on EMI was today placed on CreditWatch with negative
implications.
     
The cash offer for EMI from Maltby comes at a relatively high
multiple of 18.5x EBITDA (reported for the 12 months to
March 31, 2007) and carries limited regulatory risk--unlike the
previous offers from Warner Music Group Corp. (BB-/Watch
Neg/--).
     
"As a result, the takeover of EMI by Maltby is likely to succeed
and is likely to be refinanced with a highly leveraged funding
package," said Standard & Poor's credit analyst Anna Overton.  
"Competitive bids cannot be ruled out at this stage, including a
higher offer from Warner Music.  Nevertheless, weak operating
fundamentals in EMI's recorded music business, regulatory risks
associated with a combination with any other music major, and
the existing high debt burden and cash constraints of EMI's
ongoing cost restructuring program, make it unlikely that the
company's credit quality will be compatible with a 'BB-' long-
term rating in the near term."
     
Standard & Poor's will review its ratings on EMI as more
information over ownership and potential capital structures
becomes available.  Given that the documentation for all of
EMI's outstanding bonds treats change of control as a put event
at the option of the noteholders, S&P shall separately review
the rating implications of a change-of-control event on the
issue ratings.

                         About EMI

Headquartered in London, United Kingdom, EMI Group PLC --
http://www.emigroup.com/-- is the world's largest independent   
music company, operating directly in 50 countries and with
licensees in a further 20.  The group has operations in Brazil,
China, and Hungary.  The group employs over 6,600 people.
Revenues in 2005 were near EUR2 billion and operating profit
generated was over EUR225 million.


MRS LOGISTICA: Low Cargo Diversity Cues S&P to Hold BB Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' long-term
corporate credit rating on Brazil-based railroad company MRS
Logistica S.A.  The outlook was revised to positive from stable.  
MRS' total on-balance-sheet debt was $363.2 million in March
2007.
      
"The ratings on MRS reflect its low cargo diversity and some
client concentration, with reliance on iron ore captive cargoes;
the limited scope of its assets; and the capital-intensive
nature of the railroad business in the context of the fast-
growing strategy developed in recent years," said Standard &
Poor's credit analyst Beatriz Degani.  These aspects are
partially offset by MRS' favorable tariff model with its main
captive-cargo clients, which allows the company to pass on cost
increases and maintain strong profitability and cash flows.  In
addition, its main cargo, iron ore, is export-oriented, fairly
independent from economic conditions in Brazil, and is expected
to continue growing at a strong pace in the next several years.  
Furthermore, MRS' debt profile is long-term, with a substantial
portion of it consisting of concession payments throughout the
next 19 years, while its on-balance-sheet debt schedule is
smooth.  The railroad's condition has been improving, with a
focus on efficiency to support expected transport growth.
     
S&P expect the strong demand for seaborne iron ore to continue
indirectly benefiting MRS' results as its production in its
concession region intensifies with the ramp-up of several new
projects.  Because of expected strong iron ore growth, MRS'
cargo should remain concentrated in this product during the next
several years (accounting for 60%-70% of its total cargo)
despite the company's increasing capture of other cargo such as
soybean and containerized load.  Growth prospects are also
supported by the company's expansion strategy, with continuous
improvements in its operational efficiency via investments in
automation, new systems, railroad revamp, debottlenecking, and
the acquisition of new locomotives and wagons to increase
capacity and productivity, allowing for growing volumes despite
being a relatively short railroad.
     
The positive outlook reflects the continuing improvement in the
company's credit measures and the positive trend for the
company's main cargos.  S&P expect MRS to consistently sustain
adequate cash-flow credit measures (with OLA-adjusted EBITDA
coverage above 3x and OLA-adjusted FFO to total debt of more
than 25%) and strong profitability.  S&P also expect that the
company's favorable market position in iron ore transportation
will sustain the positive cash-flow trend, which is a key factor
for financing its investment strategy.
     
The ratings could be raised if MRS can deliver a relevant part
of its aggressive growth plan in the next year or so, by
increasing its cargo transportation at a strong pace as it adds
capacity as planned, while preserving its current capital
structure (with low on-balance-sheet debt and robust
profitability).
     
On the other hand, a reversal in the trend of cash-flow
protection measures because of more-than-expected incremental
debt (resulting in an adjusted total debt-to-EBITDA ratio of
more than 3x), reduction in the company's cargo transportation,
or other negative developments involving shareholders, captive
customers, or the tariff model could lead us to bring the
outlook back to stable.


PETROLEO BRASILEIRO: In Talks with PetroChina for Oil Agreements
----------------------------------------------------------------
Petroleo Brasileiro S.A., Brazil's state-owned oil firm, is in
talks with PetroChina Co. for possible oil exploration and
refining accords, Wang Ying and Winnie Zhu at Bloomberg News
reports.

Henyo T. Barretto, Petroleo Brasileiro's president consultant,
told Bloomberg that a deal maybe cinched at the end of this
year.

China National Petroleum, PetroChina's parent firm, inked an
initial pact on Feb. 1 with Petroleo Brasileiro on areas of
exploration, refining and other business in China and Brazil,
the same report relates.

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

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

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

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

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


PETROLEO BRASILEIRO: Will Launch Gas Pipeline Works in Amazon
-------------------------------------------------------------
Brazilian state-owned oil company Petroleo Brasileiro SA said in
a statement that it will begin work to lay two stretches of a
gas pipeline under a large tributary of the Amazon this week.

Bernd Radowitz at Dow Jones Newswires relates that the pipeline
will be about 16 kilometers long.  It will be connected to a
larger pipeline from the Urucu oil and gas production area in
the Amazon to a refinery and a thermoelectric power plant in
Manaus.

According to Dow Jones' Mr. Radowitz, Petroleo Brasileiro
expects the underwater pipeline works at Rio Negro to be
concluded in July.  It also expects the entire Urucu-Manaus
pipeline to be completed in April 2008.

The pipeline will be used for the transfer of 4.7 million cubic
meters of gas per day from Urucu to Manaus.  The gas will be
chiefly used as an alternative for electric-energy generation,
substituting the more polluting combustion oil, Dow Jones' Mr.
Radowitz states.

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.


TRANSAX INTERNATIONAL: Earns US$402,005 in Qtr. Ended March 31
--------------------------------------------------------------
Transax International Limited reported that its net income for
the three months ended March 31, 2007, was US$402,005 compared
to a net loss of US$691,704 for the three months ended
March 31, 2006.

For the three months ended March 31, 2007, the company generated
US$1,186,226 in revenues compared to US$981,058 in revenues
generated for the three months ended March 31, 2006.  The
increase in revenues is due to the continuing installation of
the company's software and/or hardware devices containing the
company's software at the healthcare providers' locations in
Brazil.

The company reported income from operations of US$113,900 for
the three months ended March 31, 2007, as compared to a loss
from operations of US$121,774 for the three months ended
March 31, 2006, an increase of US$235,674, or 193.5%.  Although
there can be no assurances, the company anticipates that during
fiscal year 2007, the company ongoing marketing efforts and
product roll out will result in an increase in the company's net
sales from those reported during fiscal year 2006.  To support
these increased sales, the company anticipates that its
operating expenses will also increase during fiscal year 2007 as
compared to fiscal year 2006.  It is, however, unable to predict
at this time the amount of any such increase in operating
expenses.

For the three months ended March 31, 2007, the company recorded
a deemed preferred stock dividend of US$0 compared to US$800,000
for the three months ended March 31, 2006, which related to the
company's Series A Preferred Stock.  These non-cash items relate
to the embedded conversion feature of those securities and the
fair value of the warrants issued with those securities.

As of March 31, 2007, the company's current assets were
US$836,767 and its current liabilities were US$4,825,415, which
resulted in a working capital deficit of US$3,988,648.

As of March 31, 2007, the company's total assets were
US$2,068,692, and its total liabilities were US$5,293,144.  
Stockholders' deficit decreased from US$3,528,064 at
Dec. 31, 2006, to US$3,224,452 at March 31, 2007.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?1f7b

              About Transax International Limited

Based in Miami, Florida, Transax International Limited (OTCBB:
TNSX) -- http://www.transax.com/-- provides health information   
management systems to hospitals, physicians and health insurance
companies.  The company's subsidiaries, TDS Telecommunication
Data Systems LTDA provides services in Brazil; Transax Australia
Pty Ltd. operates in Australia; and Medlink Technologies Inc.
initiates research and development.

At Sept. 30, 2006, the company's balance sheet showed
US$2,003,214 in total assets, US$6,179,904 in total liabilities,
resulting in a US$4,176,690 in total stockholders' deficit.


WARNER MUSIC: EMI Move Cues S&P to Retain Negative Watch
--------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on New
York City-based Warner Music Group Corp., including its 'BB-'
corporate credit rating, remain on CreditWatch with
negative implications, where they were initially placed on
Feb. 22, 2007, following the company's statement that it was
exploring a possible merger agreement with EMI Group PLC
(B+/Watch Neg/B).  The CreditWatch update follows the
announcement by EMI that it has accepted a cash offer from Terra
Firma Capital Partners for 265 pence per share, or 2.4 billion
pounds, excluding existing debt.  In February 2007, EMI had
rejected a bid by Warner for 260p per share.
      
"The CreditWatch status reflects continuing uncertainty
surrounding the final outcome of the bidding process, and Terra
Firma's ultimate plans for certain segments of EMI's business,"
explained Standard & Poor's credit analyst Michael Altberg.
     
In resolving the CreditWatch listing, Standard & Poor's will
continue to monitor developments related to EMI's potential
buyout.

                    About Warner Music Group

Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/--     
is a music company that operates through numerous international
affiliates and licensees in more than 50 countries.  Warner
Music maintains international operations in Argentina,
Australia, Brazil, Canada, Croatia, Denmark, France, Germany,
Greece, Hong Kong, Hungary, India, Ireland, Malaysia, Mexico,
Philippines, Thailand, and the United Kingdom, among others.


* BRAZIL: Silas Rondeau Leaves Energy Minister Post
---------------------------------------------------
Silas Rondeau has resigned as Brazil's energy minister, amid
accusations of corruption over a public works project, BBC News
reports.

BBC News relates that Mr. Rondeau decided to resign after he
held talks about the scandal with President Luis Inacio Lula da
Silva.

Mr. Rondeau believed it was the right thing to do, BBC News
says, citing Senator Roseana Sarney.

According to BBC News, Mr. Rondeau is the latest and most
prominent Brazilian public figure "to come under the spotlight,"
as part of a corruption probe.  The police investigation called
"Operation Navalha" has focused on fraud allegations involving
public works, including the construction of bridges in isolated
areas that were never completed.

The police arrested last week nearly 50 people -- including a
senior assistant to Mr. Rondeau -- suspected of taking money
from government contracts, BBC News notes.  An ex-governor,
incumbent mayors, former mayors and high-level state and federal
workers are among those arrested.

Reports say that the authorities suspected that Mr. Rondeau may
have received a payment of over US$50,000 from a firm that won a
contract to provide electricity to rural areas across Brazil.

The justice minister had confirmed that the report was
authentic, BBC News says.  However, he said there was no proof
to directly implicate Mr. Rondeau.

Mr. Rondeau has denied committing any wrongdoing, BBC News
states.  

                        *     *     *

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.




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


ARLINGTON HILL: Will Hold Final Shareholders Meeting on May 30
--------------------------------------------------------------
Arlington Hill Debt Strategies (Offshore), Ltd. will hold its
final shareholders meeting on May 30, 2007, at 10:05 a.m., at:

          Queensgate House,
          South Church Street, Grand Cayman
          Cayman Islands

These agendas 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:

          Ogier
          Attention: Colin MacKay
          Queensgate House,
          South Church Street, Grand Cayman
          Cayman Islands
          Telephone: (345) 949 9876
          Fax: (345) 949 1986


ARLINGTON HILL DEBT: Sets Final Shareholders Meeting for May 30
---------------------------------------------------------------
Arlington Hill Debt Strategies (Master), Ltd. will hold its
final shareholders meeting on May 30, 2007, at 10:00 a.m., at:

          Queensgate House,
          South Church Street, Grand Cayman
          Cayman Islands

These agendas 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:

          Ogier
          Attention: Colin MacKay
          Queensgate House,
          South Church Street, Grand Cayman
          Cayman Islands
          Telephone: (345) 949 9876
          Fax: (345) 949 1986


GROVE POINTE: Final Shareholders Meeting Is on May 28
-----------------------------------------------------
Grove Pointe will hold its final shareholders meeting on
May 28, 2007, at 10:00 a.m., at:

         Strathvale House
         P.O. Box 2636
         Grand Cayman KY1-1102,
         Cayman Islands

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

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

The liquidator can be reached at:

         Alan Craig
         Turner & Roulstone Management Ltd.
         Strathvale House
         P.O. Box 2636
         Grand Cayman KY1-1102
         Cayman Islands
         Telephone: (345) 943 5555


HFT RE CDO: Sets Final Shareholders Meeting for May 31
------------------------------------------------------
HFT RE CDO 2006-2 Ltd. will hold its final shareholders meeting
on May 31, 2007, at 10:00 a.m., at:

         Maples Finance Limited
         Queensgate House, George Town
         Grand Cayman, Cayman Islands

These agendas 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) hearing any explanation that may be given by the
      liquidators.

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

The liquidators can be reached at:

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


KINGSFORD CAPITAL: Holding Final Shareholders Meeting on May 18
---------------------------------------------------------------
Kingsford Capital Masterpiece Ltd. will hold its final
shareholders meeting on May 18, 2007, at 11:30 a.m., at the
company's offices.

These agendas will be taken during the meeting:

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

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

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

The liquidators can be reached at:

          John Cullinane
          Derrie Boggess
          c/o Walkers SPV Ltd., Walker House
          87 Mary Street, George Town
          Grand Cayman KY1-9002
          Cayman Islands


MULHOLLAND TWENTY: Will Hold Shareholders Meeting on June 4
-----------------------------------------------------------
Mulholland Twenty Five Fund Ltd. will hold its final
shareholders meeting on June 4, 2007, at 10:00 a.m., at:

          Queensgate House
          South Church Street, Grand Cayman
          Cayman Islands

These agendas 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 company, after which
      they may be destroyed.

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

The liquidator can be reached at:

          Ogier
          Attention: Martina de Lima
          Telephone: (345) 949 9876
          Fax: (345) 949 1986


PILGRIM INVESTMENTS: Final Shareholders Meeting Is on June 5
------------------------------------------------------------
Pilgrim Investments Ltd. will hold its final shareholders
meeting on June 5, 2007, at 10:00 a.m., at:

          4th Floor FirstCaribbean House
          Grand Cayman, Cayman Islands

These matters will be taken during the meeting:

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

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

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

The liquidator can be reached at:

          Condor Nominees Limited
          c/o Barclays Private Bank & Trust (Cayman) Limited
          4th Floor FirstCaribbean House
          25 Main Street, George Town
          Grand Cayman, Cayman Islands


SPYGLASS CAPITAL: Will Hold Final Shareholders Meeting on June 8
----------------------------------------------------------------
Spyglass Capital Offshore will hold its final shareholders
meeting on June 8, 2007, at 3:00 p.m., at:

          Ansbacher House, 2nd Floor
          #20 Genesis Close
          P.O. Box 1344
          George Town, Grand Cayman KY1-1108
          Cayman Islands

These matters will be taken during the meeting:

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

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

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

The liquidator can be reached at:

          DMS Corporate Services Ltd.
          Attention: Jenny Suto
          Ansbacher House, P.O. Box 1344
          Grand Cayman, KY-1108
          Telephone: (345) 946 7665
          Fax: (345) 946 7666




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


CENTRAL PARKING: Completes Merger Pact for US$22.53 Per Share
-------------------------------------------------------------
Central Parking Corporation has completed its previously
announced merger with an affiliate of Kohlberg & Company, LLC,
Lubert-Adler Partners, L.P., and Chrysalis Capital Partners,
L.P.

The shareholders of Central Parking voted to approve the
proposed merger agreement that the company entered into on
Feb. 20, 2007, at a special meeting held on May 21, 2007.  
Holders of approximately 28.4 million shares of Central Parking
voted in favor of approving the merger agreement and the
transactions contemplated thereby, representing approximately
88% of Central Parking's total outstanding voting shares and
over 99% of the total votes cast.  As a result of the
transaction, each issued and outstanding share of Central
Parking common stock was cancelled and converted automatically
into the right to receive US$22.53 in cash, without interest.  
Effective as of today, Central Parking's stock will no longer be
listed for trading on the New York Stock Exchange and trading
will be suspended prior to market open May 23, 2007.  
Shareholders of Central Parking who have stock certificates in
their possession will receive instructions by mail from
Computershare Shareholder Services, Inc., the paying agent,
concerning how to forward their certificates for payment.  
Shareholders who hold shares through a bank or broker will not
have to take any action to have their shares converted into cash
as such conversions will be handled by the bank or broker.

Emanuel J. Eads, Central Parking's president and chief executive
officer, said, "We are pleased with the overwhelming endorsement
of this transaction by our shareholders.  We look forward to
working with our new owners and our management team to continue
to provide the highest levels of customer service in the
industry."

                   About Kohlberg & Company

Kohlberg & Company, L.L.C., together with its affiliates, is a
U.S. private equity firm with offices in Mt. Kisco, New York and
Palo Alto, California.  Since its inception in 1987, Kohlberg
has completed over 90 platform and add-on acquisitions as the
control investor in a variety of industries, including
infrastructure, manufacturing, healthcare, consumer products and
service industries.  Kohlberg has invested a total of US$1.6
billion in equity across five private equity funds with an
aggregate transaction value of approximately US$6 billion.

                   About Chrysalis Capital

Chrysalis Capital Partners, L.P. is a private equity firm
managing US$300 million of committed capital and focused on
control investments in special situations involving middle-
market companies in a wide variety of industries across the
United States.

                About Lubert-Adler Partners

Lubert-Adler Partners, L.P. is a real estate private equity firm
headquartered in Philadelphia with offices in New York, Los
Angeles, London, Atlanta, and Baltimore.  Lubert-Adler was
founded in 1997 and has raised over US$4 billion of equity
across five funds and has invested in over US$20 billion of real
estate assets.  Lubert-Adler's current fund - Fund V -
represents US$1.7 billion of equity and commenced in 2006.

                    About Central Parking

Headquartered in Nashville, Tennessee, Central Parking
Corporation (NYSE: CPC) provides parking and transportation-
related services.  As of Dec. 31, 2006, the Company operated
more than 3,000 parking facilities containing approximately 1.5
million spaces at locations in 37 states, the District of
Columbia, Canada, Puerto Rico, Chile, Colombia, Peru, the United
Kingdom, the Republic of Ireland, Spain, Greece, Italy and
Switzerland.  Revenues (including reimbursed expenses related to
management contracts) for the twelve month period ending
Dec. 31, 2006, were about US$1.1 billion.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 2, 2007, Standard & Poor's Ratings Services lowered its
corporate credit rating on Nashville, Tennessee-based Central
Parking Corp. to 'B' from 'B+', and removed the ratings from
CreditWatch with negative implications.  Standard & Poor's also
assigned its bank loan and recovery ratings to CPC's proposed
first- and second-lien credit facilities.

The company's US$355 million first-lien credit facility was
rated 'B', with a recovery rating of '3', indicating first-lien
lenders could expect meaningful (50%-80%) recovery of principal
in the event of a payment default or bankruptcy.  The US$50
million second-lien facility was rated 'CCC+', with a recovery
rating of '5', indicating our expectation that second-lien
lenders can expect negligible (0%-25%) recovery of principal in
the event of a payment default.  

The ratings are based on preliminary terms and are subject to
review upon final documentation.  The rating on the company's
existing US$300 million senior secured credit facility was also
lowered to 'B+' from 'BB-', and the rating on Central Parking
Finance Trust's convertible trust issued preferred securities
was lowered to 'CCC' from 'CCC+'.  Both ratings will be
withdrawn upon the completion of the transaction.  S&P said the
outlook is negative.




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


BANCOLOMBIA SA: Audit Committee Elects Three Board Members
----------------------------------------------------------
Bancolombia S.A.'s Board of Directors, during its meeting on
Tuesday, decided that the Audit Committee will consist of three
members of the board, and consequently elected the following
directors:

   * Francisco Moncaleano Botero
   * Carlos Raul Yepes Jimenez
   * Alejandro Gaviria Uribe

Mr. Alejandro Gaviria Uribe and Mr. Francisco Moncaleano Botero
are independent members of the Board of Directors.  Pursuant to
U.S. applicable laws for foreign private issuers, Mr. Alejandro
Gaviria Uribe will serve as the financial expert for the Audit
Committee.

Bancolombia is Colombia's largest full-service financial
institution, formed by a merger of three leading Colombian
financial institutions.  Bancolombia's market capitalization is
over US$5.5 billion, with US$13.8 billion asset base and US$1.4
billion in shareholders' equity as of Sept. 30, 2006.  
Bancolombia is the only Colombian company with an ADR level III
program in the New York Stock Exchange.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 4, 2007, Fitch Ratings has downgraded and removed from
Rating Watch Negative Bancolombia's long-term and short-term
local currency Issuer Default Ratings and Individual rating:

   -- Individual rating to 'C/D' from 'C';
   -- Local currency long-term IDR to 'BB+' from 'BBB-'; and
   -- Local currency short-term rating to 'B' from 'F3';

In addition, Fitch affirms these ratings:

   -- Foreign currency long-term IDR at 'BB+';
   -- Foreign currency short-term rating at 'B'; and
   -- Support rating at '3'.

Fitch says the rating outlook is stable.


HEXION SPECIALTY: March 31 Equity Deficit Tops US$1.4 Billion
-------------------------------------------------------------
Hexion Specialty Chemicals Inc. at March 31, 2007, recorded
total assets of US$3.7 billion, total liabilities of US$5.1
billion, minority interest of US$10 million and a total
stockholders' deficit of US$1.4 billion.

For the first quarter of 2007, the company recorded revenues of
US$1.44 billion in 2007 compared to US$1.23 billion during the
prior year period, an increase of 17%.

Operating income of US$104 million for the first quarter 2007
compared with first quarter 2006 operating income of US$110
million. Last year's operating income, however, included a gain
of US$37 million from the sale of non-core assets, net of which
earnings were up 42%.

Net income of US$4 million for the 2007 quarter versus net
income of US$35 million in the prior year period.  The prior
year period included the gain from the sale of non-core assets,
which increased net income in the first quarter 2006 by US$31
million.

                   Sources and Uses of Cash

The company stated in its current quarterly report that it is a
highly leveraged company.  The company said that its liquidity
requirements are significant, primarily due to its debt service
requirements.  At March 31, 2007, the company had US$3.5 billion
of debt, including US$58 million of short-term maturities.  In
addition, the company had US$55 million of cash and equivalents.

At March 31, 2007, the company had additional borrowing capacity
under its senior secured revolving credit facilities of
US$134 million.  It has additional credit facilities at certain
domestic and international subsidiaries with various expiration
dates through 2008.  As of March 31, 2007, the company had
US$68 million available under these facilities to fund working
capital needs and capital expenditures.

A full-text copy of the company's first quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?1fa4

"Hexion's diverse product portfolio and increasing international
sales enabled us to post improved quarterly revenues and Segment
EBITDA compared to the same prior year period," said Craig O.
Morrison, chairman, president and chief executive officer.  "We
saw strong customer demand for a number of our products, such as
epoxy resins and intermediates, phenolic specialty resins,
versatic acid and derivatives, oilfield services and
international forest product resins and formaldehyde, which more
than offset some softening in our volumes in the North American
residential construction and automotive markets."

"We maintained our emphasis on pricing pass through to recover
the rapid rise in raw materials that occurred throughout 2006,"
Mr. Morrison said.  "With the leveling off of raw materials in
the first quarter 2007, the impact of our synergies, Six Sigma
projects and other initiatives were reflected in our bottom
line."

Hexion continued to realize its targeted synergies as planned,
with US$11 million in achieved synergies this quarter.  "We are
on track to achieve US$125 million by year-end 2007 from the
full synergy program targeting US$175 million in savings," Mr.
Morrison said.

"We continue to be encouraged by the prospects for a more
favorable raw material environment going forward and positive
demand from our global customers leading to revenue and Segment
EBITDA growth in 2007," Mr. Morrison said.

              Orica's Adhesives and Resins Business

As previously announced during the quarter, Hexion also
completed the purchase of the adhesives and resins business of
Orica Ltd. in February 2007.  The Orica adhesives and resins
business manufactures formaldehyde and formaldehyde-based
binding resins that are used primarily in the forest products
industry.  The integration of the Orica business into the global
Hexion network is proceeding as planned, according to Morrison.

                About Hexion Specialty Chemicals

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc.
-- http://hexionchem.com/-- makes thermosetting resins (or  
thermosets).  Thermosets add a desired quality (heat resistance,
gloss, adhesion) to a number of different paints and adhesives.
Hexion also makes formaldehyde and other forest product resins,
epoxy resins, and raw materials for coatings and inks.  The
company has 86 manufacturing and distribution facilities in 18
countries.  In Latin America, the company has operations in
Argentina, Brazil and Colombia.

The company has its Asian headquarters in Singapore, with
offices in Australia, China, Korea, Malaysia, New Zealand,
Taiwan, and Thailand.

The company has its European headquarters in Belgium, with
offices in Czech Republic, Finland, France, Germany, Italy,
Netherlands, Portugal, Spain, Sweden and UK.


SOLUTIA INC: Seeks Up To US$2,000,000,000 in Exit Financing
-----------------------------------------------------------
Pursuant to its First Amended Joint Plan of Reorganization,
Solutia Inc. will seek an exit financing facility of up to
US$2,000,000,000 to replace all of its existing secured debt
obligations, satisfy various bankruptcy related costs, and
provide adequate liquidity for on-going operations.

The Exit Financing Facility is expected to include some
combination of institutional term loans, a revolving loan, a
letter of credit facility, high yield bonds or second lien
loans, depending on many factors, including the strength of the
capital markets.

Jeffrey N. Quinn, Solutia's current chairman, president and
chief executive officer, said that the company has not yet
selected a lead exit facility lender but has received numerous
indications of interest.

As of its bankruptcy filing, Solutia reported, on a consolidated
basis, approximately US$1,200,000,000 in aggregate long-term
indebtedness, primarily consisting of secured and unsecured
notes, a bank credit facility and a synthetic lease financing
arrangement.  Solutia plans to satisfy this indebtedness
including indebtedness incurred under the DIP Credit Facility,
the Senior Secured Notes, the Euro Facility Agreement and the
Flexsys Secured Facilities Agreement from the proceeds of the
Exit Financing Facility and other sources.

Assuming an emergence on June 30, 2007, the Debtors anticipate
these sources and uses of cash:

       Anticipated Sources and Uses of Cash at Emergence
                        (in Millions)

   Sources:                        Uses:
   -------------------------       ----------------------------
   Surplus Cash       US$156       DIP (Drawn)           US$924
   Exit Revolver          59       Flexsys Term/Revolver    150
   Exit Term Loan B -
     USD Tranche         600       Senior Secured Notes     223
   Exit Term Loan B -
     Euro Tranche        600       Pension Funding          103
   Exit Subordinated
     Bonds               400       Euro Loan                213
   Maryville Note         20       Other cash outflows to
                                   facilitate emergence     172
   Rights Offering
     Proceeds            250       Maryville Note            20
                                   Retiree Trust            175
                                   Funding Co                75
                                   Minimum Cash Balance      30
   -------------------------       ----------------------------
   Total Sources    US$2,085       Total Uses          US$2,085
   =========================       ============================

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia, Inc.
(OTCBB:SOLUQ) -- http://www.solutia.com/-- with its  
subsidiaries, make and sell a variety of high-performance
chemical-based materials used in a broad range of consumer and
industrial applications.  Solutia has operations in Malaysia,
China, Singapore, Belgium, and Colombia.

The Company filed for chapter 11 protection on Dec. 17, 2003
(Bankr. S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed US$2,854,000,000 in
assets and US$3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee
of Unsecured Creditors, and Derron S. Slonecker at Houlihan
Lokey Howard & Zukin Capital provides the Creditors' Committee
with financial advice.




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


HOLLINGER INC: Lord Black Used "Trump" Card at 2003 Meeting
-----------------------------------------------------------
At a hearing on former Hollinger International Inc. Chairman,
Conrad Black's trial, Paul Healy, the company's former investor
relations chief, testified that Lord Black asked Donald Trump
for support during the 2003 shareholder meeting, according to
various reports.

According to Mr. Healy, Mr. Black had arranged for Mr. Trump to
receive a proxy for 100 shares for him to be able to appear at
the said meeting.

Mr. Trump, during the meeting, expressed his support to the
company and singled out his respect to both Mr. Black and David
Radler, Reuters reports.

Reuters relates that by putting Mr. Healy on the stand,
prosecutors hope to prove that Mr. Black, along with other
former executives, stole $60 million from the company, money
that should have gone to investors.

According to Bloomberg, Mr. Healy also testified that Mr. Black
played down investor concerns on issues facing the company and
even termed them, at a 2002 e-mail message, as an "epidemic of
shareholder idiocy."

                            Trial

As reported in the Troubled Company Reporter on March 21, 2007,
the trial is currently conducted at the U.S. District Court for
the Northern District of Illinois (U.S. v. Black, 05cr727).  

Mr. Black pleaded not guilty to 17 counts of fraud, money-
laundering, tax evasion, obstruction of justice and
racketeering.  Mr. Black, if found guilty, could face up to 101
years in jail, $164 million in fines, and $92 million in
possible forfeitures.

His co-accused are: former Hollinger Chief Financial Officer
Jack Boultbee, 63, of Vancouver; former Hollinger General
Counsel Peter Y. Atkinson, 59, of Toronto; and former Hollinger
Corporate Secretary Mark Kipnis, 60.

                            Odds

BetUS.com had said that the odds of Mr. Black being found guilty
on all charges was 2/1 with not guilty at 10/1.  BetUS further
said that the odds of Mr. Black being divorced before Dec. 31,
2008 was 5/1.

                      Ravelston's Plea

As reported in the Troubled Company Reporter on March 12, 2007,
Ravelston Corp. had pleaded guilty in a Chicago federal court to
fraud and agreed to pay a US$7 million fine in connection with
the diversion of funds from Hollinger Inc.  An indictment handed
down in 2005 charged that the Ravelston and four company
officers, including Mr. Black, diverted US$84 million from
Hollinger Inc.

Mr. Black had unsuccessfully fought in the Canadian courts to
block Ravelston from pleading guilty.

Ravelston is in receivership in Canada with RSM Richter Inc.
serving as its Receiver.

                      About Ravelston

Ravelston Corp. is a privately-held Canadian corporation and
beneficially owns approximately 78% of Hollinger, Inc.'s stock.
Ravelston is the controlling shareholder of Hollinger, Inc.
Ravelston is owned and controlled by Conrad Black and David
Radler.  Mr. Black, through the Conrad Black Capital
Corporation, indirectly owns 65.1% of Ravelston.  Mr. Radler,
through F.D. Radler, Limited, indirectly owns 14.2% of
Ravelston.  Mr. Black is the Chairman and CEO of Ravelston while
Mr. Radler is the President.

                   About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately     
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a newspaper
publisher with assets, which include the Chicago Sun-Times and a
large number of community newspapers in the Chicago area.
Hollinger also owns a portfolio of commercial real estate in
Canada.

The company has recently sold its shares in La Republica
newspaper in Costa Rica for US$2 million in cash to SRB CR
Limitada.  The sale is expected to close in May.

                      Litigation Risks

Hollinger Inc. faces various court cases and investigations
including: (1) a consolidated class action complaint filed in
Chicago, Illinois; (2) a class action lawsuit that was filed in
the Saskatchewan Court of Queen's Bench on Sept. 7, 2004; (3) a
US$425,000,000 fraud and damage suit filed in the State of
Illinois by International; (4) a lawsuit seeking enforcement of
a Nov. 15, 2003, restructuring proposal to uphold a
Shareholders' Rights Plan, a declaration that corporate by-laws
were invalid and to prevent the closing of a certain
transaction; (5) a lawsuit filed by International seeking
injunctive relief for the return of documents of which it claims
ownership; (6) a US$5,000,000 damage action commenced by a
lessor of an aircraft lease, in which Hollinger was the
guarantor; (7) an action commenced by the United States
Securities and Exchange Commission on Nov. 15, 2004, seeking
injunctive, monetary and other equitable relief; and (8)
investigation by the enforcement division of the OSC.


US AIRWAYS: Pilots Balk at Concessionary Proposal; Start Strike
---------------------------------------------------------------
The U.S. Airways pilots of the former America West, who are
represented by the Air Line Pilots Association, International,
initiated Operation Rolling Thunder this week to bring their
fight for a fair contract to the traveling public.  The pilots
will picket the Los Angeles International Airport on
May 22, 2007, Phoenix Sky Harbor International Airport on
May 24, 2007, and Las Vegas McCarran International Airport on
May 26, 2007.

In its press release, ALPA argued that U.S. Airway's management
had an opportunity recently to make significant progress toward
merging the two operations when they provided their first
comprehensive economic proposal to the pilots; the parties have
been engaged in joint negotiations for a fair, single contract
for the past 18 months.  "Unfortunately, management stuck true
to form and squandered the opportunity by providing the pilots
with a woefully inadequate proposal," complained ALPA.

America West and US Airways continue to operate separately,
which is a disservice to the U.S. Airways employees and
passengers who were promised a seamless airline when the merger
was announced nearly two years ago, ALPA said.

"It's unconscionable that US Airways management expects their
labor groups to pay for this merger," said Captain John
McIlvenna, America West MEC Chairman.  "Senior management was
quick to point out publicly that their proposal contained a
meager pay raise; however, they conveniently forgot to mention
that this raise would be paid for by gutting key sections of our
current contract.  Such antics seem to be in line with
management's mantra of 'lie, deny and justify.'  Our operations
are a disaster, employee morale is at an all-time low, and our
passengers are bearing the brunt of management's failed attempts
to implement patchwork solutions."

During the industry downturn following 9/11, the pilots of
America West and U.S. Airways agreed to significant reductions
in pay, benefits, and work rules to satisfy bankruptcy court
provisions and severe ATSB loan restrictions.  ALPA said that
these sacrifices were made to ensure the survivability of US
Airways, not to support inflated management compensation
packages.

U.S. Airways' financial success is undeniable, ALPA claimed.  
After the merger of U.S. Airways and America West, the airline
quickly became prosperous, posting an operating profit of $507
million in 2006.  U.S. Airways CEO Doug Parker received $14.4
million in compensation and benefits for 2006 and was also the
highest-paid airline CEO in 2005.

Operationally, however, U.S. Airways' performance has been
dismal, and passengers are growing weary of the airline's
inability to deal with these issues that cannot be addressed
simply by implementing quick-fix service initiatives.  Merging
America West and U.S. Airways into a single airline would go a
long way in eliminating many of the core operational issues and
would allow management to capture additional synergies for US
Airways' passengers, investors and employees, ALPA asserted.

                    About US Airways Group

Headquartered in Tempe, Arizona, US Airways' primary business
activity is the ownership of the common stock of US Airways,
Inc., Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA
Airlines, Inc., MidAtlantic Airways, Inc., US Airways Leasing
and Sales, Inc., Material Services Company, Inc., and Airways
Assurance Limited, LLC.

The company and its affiliates filed for chapter 11 protection
on Aug. 11, 2002 (Bank. E.D. Va. Case No. 02-83984).  Under a
chapter 11 plan declared effective on March 31, 2003, USAir
emerged from bankruptcy with the Retirement Systems of Alabama
taking a 40% equity stake in the deleveraged carrier in exchange
for US$240 million infusion of new capital.

US Airways and its subsidiaries filed their second chapter 11
petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  
Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J.
Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken,
Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent
the Debtors in their restructuring efforts.  In the company's
second bankruptcy filing, it listed US$8,805,972,000 in total
assets and US$8,702,437,000 in total debts.  The Debtors'
chapter 11 plan for its second bankruptcy filing became
effective on Sept. 27, 2005.  The Debtors completed their merger
with America West on the same date.

On March 31, 2006, the Court entered a final decree closing the
chapter 11 cases of four affiliates.  Only US Airways, Inc.'s
chapter 11 case remains open.

US Airways (NYSE: LCC) and America West's merger created the
fifth largest domestic airline employing nearly 35,000 aviation
professionals.  US Airways, US Airways Shuttle and US Airways
Express operate approximately 3,800 flights per day and serve
more than 230 communities in the U.S., Canada, Europe, the
Caribbean and Latin America.  US Airways is a member of Star
Alliance, which provides connections for our customers to 841
destinations in 157 countries worldwide.

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

                        *     *     *

The Troubled Company Reporter - Asia Pacific reported that
Standard & Poor's Ratings Services placed its ratings on US
Airways Group Inc., including the 'B-' corporate credit ratings
on US Airways Group Inc. and its major operating subsidiaries
America West Holdings Corp., America West Airlines Inc., and US
Airways Inc., on CreditWatch with developing implications.




=============
E C U A D O R
=============


PETROECUADOR: Unit Will Launch Three New Drilling Platforms
-----------------------------------------------------------
Ecuadorian state-run oil firm Petroecuador expects three new
drilling platforms to start operating in subsidiary
Petroproduccion's Amazon district this year, Business News
Americas reports.

Petroproduccion said in a statement that the platforms will join
the one that the firm currently runs.  They will help meet the
2007 production goal of 63.8 million barrels, or an average of
174,993 barrels per day.  

BNamericas notes that output is currently at 166,323 barrels per
day.

Petroproduccion Vice President Oscar Garzon told BNamericas that
the platforms will drill about 22 development and two
exploratory wells.

According to BNamericas, Petroecuador expects the first of the
three new platforms to start operating in July in Guanta and
Yuca.

BNamericas states that the other two platforms will start
drilling in October in the fields:

          -- Cononaco,
          -- Auca, and
          -- Sacha.

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.




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


PAYLESS SHOESOURCE: To Acquire Stride Rite for US$20.5 Per Share
----------------------------------------------------------------
Payless ShoeSource, Inc., and The Stride Rite Corporation have
signed a definitive agreement by which Payless will acquire
Stride Rite, which owns or licenses such key upscale brands as
Stride Rite(R), Keds(R), Sperry Top-Sider(R), Tommy Hilfiger
Footwear(R), Saucony(R) and Robeez(R), for approximately US$800
million plus the assumption of Stride Rite debt.  The all-cash
offer of US$20.50 per share represents a 32% premium over Stride
Rite's average stock price over the past 90 days and was
approved unanimously by the boards of directors of both
companies.

Concurrent with the closing of the transaction, Payless
ShoeSource intends to rename the company Collective Brands, Inc.
and, as a holding company, will operate three standalone
business units.

Collective Brands is expected to have stronger growth potential
than either Payless or Stride Rite alone as a result of a strong
portfolio of well-known footwear, lifestyle and athletic brands
and competitive advantages stemming from increased scope and
scale.

The new Collective Brands holding company will operate a
powerful business model with leading retail, wholesale,
licensing and e-commerce channels.  The three highly
complementary and separate business units have distinct missions
in terms of their product offering, distribution channels, and
target customer base:

   * Payless stores, focusing on democratizing fashion and
     design in footwear and accessories through its nearly 4,600
     store retail chain;

   * Stride Rite, centering on lifestyle and athletic branded
     footwear and high-quality children's footwear sold
     primarily through wholesaling arrangements and more than
     300 Stride Rite store locations; and,

   * Collective Licensing International, specializing in brand
     management and global licensing of its expanding portfolio
     of youth, lifestyle and high-quality fashion athletic
     brands.

                  Terms of the Transaction

Under the terms of the transaction, Payless ShoeSource would
acquire all of the outstanding shares of Stride Rite for
approximately US$800 million plus assumed debt.  The acquisition
will be financed through existing cash resources and committed
new financings.

Collective Brands will be built on the foundation of each
company's individual core competencies and outstanding heritage.
It will enjoy several competitive advantages:

   * The ability to target specific customer segments with
     branded products offered at a range of price points through
     the highly respected Payless and Stride Rite retail store
     chains and a vibrant wholesale distribution channel.

   * The preeminent position in children's footwear both at the
     premium and moderate level.

   * A stronger, more efficient organization with the scope and
     scale to manage all aspects of getting to market -- from
     interpretations of emerging trends through design,
     development, sourcing, logistics and distribution.

Following completion of the transaction, Matt Rubel, Payless'
Chief Executive Officer and President, will serve as CEO of
Collective Brands, Inc. overseeing the business units.  
Collective Brands, Inc. will remain listed on The New York Stock
Exchange and, along with Payless ShoeSource, have its
headquarters in Topeka, Kan.; Stride Rite's headquarters will
remain in Lexington, Mass.; and Collective Licensing will
continue to be headquartered in Denver, Colo.  Each of the
individual operating units will retain their own names,
identities and discrete operations.

"This transaction is squarely on strategy and driven by its
strong growth potential," said Mr. Rubel.  "Through this
acquisition and as indicated by the change in our name, we are
creating a leading, innovative global footwear, accessory and
lifestyle brand company that is well positioned to grow in both
our key domestic and international markets.  Together we can
provide the customers, employees and business partners of all
three business units with greater opportunities, and investors
with enhanced value."

"We believe this is the right strategic decision for Stride
Rite's shareholders, customers, and employees," said David
Chamberlain, Chairman and CEO of The Stride Rite Corporation.  
"This transaction will create substantial value for Stride Rite
shareholders, provide significant supply chain efficiencies and
greater resources to grow our business as a separate unit within
the holding company structure, and open up new opportunities for
our talented employees as part of a larger and more diversified
organization."

The outstanding Stride Rite and Payless teams operate in
distinct markets, which will enable Collective Brands to quickly
capitalize on the most promising growth opportunities in the
footwear and accessories industry:

   * Over the past five years, the branded footwear category has
     experienced higher growth than private label or designer
     categories.  Collective Brands will offer more brands to
     more customers.

   * Children's footwear is among the fastest growing footwear
     sectors.  Through its distinct and complementary operating
     units -- Payless and Stride Rite -- Collective Brands will
     have a strong leadership position with about 19% unit share
     in this growth segment.  The support of Collective Brands
     and its ability to invest and provide back-end efficiencies
     will enable Stride Rite to develop innovative new products
     and accelerate growth of well-located stores.

   * Casual footwear is one of the faster growing categories.
     Collective Brands will be in a strong position to
     capitalize in both men's and women's as Keds, Sperry
     Top-Sider and Tommy Hilfiger are all brands with cachet,
     authenticity and substantial growth potential.

   * Collective Brands can accelerate the growth of the Saucony
     business on a global basis by providing greater support for
     this leading technical running brand in the premium
     performance footwear market.

   * Off-mall retail locations such as in lifestyle and outlet
     centers are increasingly preferred by consumers.  Stride
     Rite stores are currently under-penetrated in these
     shopping venues and present a strong opportunity for growth
     by leveraging Collective Brands' strong real estate
     expertise and scale advantages.

   * Finally, the new company will be better positioned to
     compete in the global marketplace through expansion across
     all of its business channels -- retailing, wholesaling,
     licensing and e-commerce.

The combined company is expected to have strong pro-forma
financials:

   * The transaction is expected to be earnings per share
     accretive in fiscal year 2008.

   * The 2006 - 2009 compound annual growth rate in operating
     profit is expected to be in excess of 20%.

   * The debt leverage ratio for the new company is expected to
     return to Payless' pre-transaction level within two to
     three years of the acquisition's consummation.

The core Payless business unit should continue to achieve low
single-digit positive same-store sales on a consistent basis
through successful execution of its merchandising strategies.  
Over time, the Payless unit is expected to contribute operating
profit percentage growth in the mid-teens.

The transaction is subject to customary closing conditions and
regulatory approvals, as well as approval by Stride Rite
shareholders.  The transaction is expected to close in the third
fiscal quarter of 2007.  The intention to rename the company to
Collective Brands, Inc. is also subject to approval by Payless
ShoeSource shareholders.

Citi and Financo, Inc. are the financial advisors to Payless,
and Sullivan & Cromwell is the company's legal advisor.  Goldman
Sachs is the financial advisor to Stride Rite and Goodwin,
Procter is its legal advisor.

Headquartered in Topeka, Kansas, Payless ShoeSource Inc.
(NYSE:PSS) -- http://www.payless.com/-- is a family footwear     
specialty retailer with 4,605 retail stores, as of fiscal
yearend Jan. 28, 2006 (fiscal 2005), including 22 stores not
open for operations.  The Company's Payless ShoeSource retail
stores in the United States, Canada, the Caribbean, Central
America, South America and Japan sold 182 million pairs of
footwear, in fiscal 2005.  The Company operates its business in
two segments -- Payless Domestic and Payless International.  The
Payless Domestic segment includes retail operations in the
United States, Guam and Saipan.  The Payless International
segment includes retail operations in Canada; Puerto Rico; the
United States Virgin Islands; Japan; the South American Region,
which includes Ecuador, and the Central American Region, which
includes Costa Rica, Guatemala, El Salvador, the Dominican
Republic, Honduras, Nicaragua, Panama and Trinidad and Tobago.

                        *     *     *

In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US and Canadian Retail sector, the rating
agency confirmed its Ba3 Corporate Family Rating for Payless
ShoeSource, Inc., and upgraded its B2 rating on the company's
US$200 million 8.25% senior subordinated notes to B1.

Moody's also assigned an LGD4 rating to notes, suggesting
noteholders will experience a 64% loss in the event of a
default.




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


BRITISH AIRWAYS: Joins Texas Pacific Group in Bidding for Iberia
----------------------------------------------------------------
British Airways Plc told Newratings.com that it joined a
consortium headed by the Texas Pacific Group in bidding for
Iberia.

British Airways commented to Reuters, "British Airways has
joined with TPG Capital, Vista Capital, Inversiones Ibersuizas
and Quercus Equity to investigate a possible consortium offer
for Iberia."

Reuters relates that TPG and its associates made a EUR3.4-
billion bid, or EUR3.60 per share, for Iberia.  

A successful bid by TPG would guarantee that Iberia would still
be owned by Spanish entities, and its profitable routes with
Latin America wouldn't need to be renegotiated, Newratings.com
notes, citing British Airways.

Reuters explains that without Spanish control, Iberia would have
to renegotiate airport-landing contracts with Latin American
nations, where its most attractive routes are based.

A British Airways spokesperson told Reuters, "If a bid was
successful, Iberia would remain in Spanish control, and the
Spanish investors would put in more than 50% of the total
capital investment."

Newratings.com says that British Airways, which holds a 10%
stake in Iberia, has rejected the idea of presenting an
independent bid.  

However, the spokesperson told Reuters, "Our stake in Iberia has
been very beneficial to BA [British Airways], and we'd
anticipate that continuing.  But we're exploring our options and
haven't ruled out anything, including disposing of the stake."

According to Reuters, British Airways also has the right of
first refusal over another 27%, making it an essential player in
any battle for control.

A source told Reuters that "a bid is not expected until due
diligence finishes" in up to three months.  Iberia would open
its books to the consortium any time.

                        About Iberia

Headquartered in Madrid, Spain, Iberia Lineas Aereas de Espana
S.A. is an international company that is principally engaged in
the air transport of passengers and cargoes, as well as other
complementary activities.  It flies to 101 destinations in 39
countries.  The company specializes in flights connecting Spain
to the rest of Europe and Europe to Latin America.  It offers a
Frequent-Flyer program, Iberia Plus, and online booking
facilities via the iberia.com Website.  With an operating fleet
of 225 aircrafts, the company operates approximately 1,000
flights each day.  Iberia is also a founding partner in the
computerized air ticket reservation system, Amadeusn, which it
holds an 18.28% stake.  The company supplies express parcel
shipment services through Cacesa.  It has a business line in
aircraft maintenance, servicing its own fleet and those of
another 48 companies.  Iberia is also a supplier of handling
services at all Spanish airports.
                    
                   About British Airways

Headquartered in West Drayton, United Kingdom, British Airways
Plc -- http://www.ba.com/-- operates of international and
domestic scheduled and charter air services for the carriage of
passengers, freight and mail, and provides of ancillary
services.  The British Airways group consists of British Airways
Plc and a number of subsidiary companies including in particular
British Airways Holidays Limited and British Airways Travel
Shops Limited.  BA has offices in India and Guatemala.

                        *     *     *

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, the rating
agency confirmed its Ba1 Corporate Family Rating for British
Airways Plc.

Moody's also assigned a Ba1 Probability-of-Default Rating to the
company.

* Issuer: British Airways, Plc

                                                      Projected
                           Old      New      LGD      Loss-iven
   Debt Issue              Rating   Rating   Rating   Default
   ----------              -------  -------  ------   ----------
   GBP100-million 10.875%
   Sr. Unsec. Regular
   Bond/Debenture
   Due 2008                Ba2      Ba2      LGD5     84%

   GBP250-million 7.25%
   Sr. Unsec. Regular
   Bond/Debenture
   Due 2016                Ba2      Ba2      LGD5     84%

As reported on March 27, 2007, Standard & Poor's Ratings
Services said that its 'BB+' long-term corporate credit rating
on British Airways PLC remains on CreditWatch, with positive
implications, following a vote on March 22 by EU ministers
approving a proposed "open skies" aviation treaty with
the United States.


BRITISH AIRWAYS: Dresdner Kleinwort Maintains Buy Rating on Firm
----------------------------------------------------------------
Dresdner Kleinwort analyst Andrew Evans has kept his "buy"
rating on British Airways PLC's shares, Newratings.com reports.

Mr. Evans said in a research note published on May 22 that
British Airways has disclosed its decision to join the Texas
Pacific Group's consortium to bid for Iberia.

According to Newratings.com, Mr. Evans thinks that British
Airways' decision to join the consortium was good.  

A leveraged buyout with a bid price of EUR3.60 would result in
an internal rate return to equity of 17%, Newratings.com states,
citing Dresdner Kleinwort.

Headquartered in West Drayton, United Kingdom, British Airways
Plc -- http://www.ba.com/-- operates of international and
domestic scheduled and charter air services for the carriage of
passengers, freight and mail, and provides of ancillary
services.  The British Airways group consists of British Airways
Plc and a number of subsidiary companies including in particular
British Airways Holidays Limited and British Airways Travel
Shops Limited.  BA has offices in India and Guatemala.

                        *     *     *

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, the rating
agency confirmed its Ba1 Corporate Family Rating for British
Airways Plc.

Moody's also assigned a Ba1 Probability-of-Default Rating to the
company.

* Issuer: British Airways, Plc

                                                      Projected
                           Old      New      LGD      Loss-iven
   Debt Issue              Rating   Rating   Rating   Default
   ----------              -------  -------  ------   ----------
   GBP100-million 10.875%
   Sr. Unsec. Regular
   Bond/Debenture
   Due 2008                Ba2      Ba2      LGD5     84%

   GBP250-million 7.25%
   Sr. Unsec. Regular
   Bond/Debenture
   Due 2016                Ba2      Ba2      LGD5     84%

As reported on March 27, 2007, Standard & Poor's Ratings
Services said that its 'BB+' long-term corporate credit rating
on British Airways PLC remains on CreditWatch, with positive
implications, following a vote on March 22 by EU ministers
approving a proposed "open skies" aviation treaty with
the United States.


UNIVERSAL CORP: Reports US$19.5 Mil. Net Income in Fourth Qtr.
--------------------------------------------------------------
Universal Corporation recorded income from continuing operations
for the fourth quarter of fiscal year 2007, which ended on
March 31, 2007, was US$21.1 million.  That performance
represented a significant improvement over last year's results,
which reflected a loss of US$25.3 million from continuing
operations.  Fourth quarter earnings for fiscal year 2007
included about US$15.1 million in impairment costs, primarily
related to the company's decision to end its direct involvement
in its African flue-cured growing projects.  The impairment
costs also included charges related to the value of a corporate
aircraft currently being marketed.  Impairment charges and
related tax effects reduced earnings per diluted share by
US$0.17.  The same quarter in fiscal year 2006 included about
US$33.6 million in restructuring and impairment charges related
to investments in Zimbabwe and U.S. operations.  Results were
significantly improved over last year's fourth quarter largely
due to the reduced restructuring and impairment costs, as well
as improvements in the company's flue-cured and burley
operations.  Revenues in the quarter were US$504 million, up 24%
from the same period last year.  Net income for the quarter,
which includes results from discontinued operations, was US$19.5
million compared to a net loss of US$24.7 million last year.

For the fiscal year ended March 31, 2007, income from continuing
operations was US$80.4 million including the effect of the
restructuring and impairment charges recognized throughout the
fiscal year.  Those charges, which totaled about US$31 million,
were primarily composed of impairment charges on long-lived
assets and Company-managed farming operations in Africa and,
combined with related tax effects, reduced net income by US$24.2
million.  For last year, the company has reported a loss from
continuing operations of US$3.0 million, including the effect of
restructuring and impairment charges of US$57.5 million.  Income
from continuing operations showed a marked improvement over last
year, reflecting better results in all segments.  Revenues for
fiscal year 2007 increased by about 13%, to US$2 billion.  Net
income for the fiscal year, which includes results from
discontinued operations, was US$44.4 million compared to US$7.9
million last year.

Allen B. King, the company's Chairman and Chief Executive
Officer, noted, "We are very pleased with our recovery in fiscal
year 2007.  While it will take time to restore our profitability
to prior levels, we have made substantial progress.  Our
customers have supported us with margin improvement during this
difficult recovery year.  We have significantly reduced our debt
levels and strengthened our balance sheet, reflecting in part
our significant asset sale earlier in the year.  We are
beginning to see the results of our efforts reflected in
reported earnings and better cash flow.  Although we have seen
improvements this year from steps we took last year, we continue
our efforts to improve our worldwide operations and to eliminate
unproductive operations and assets.  We have made the decision
to end our direct involvement in various flue-cured growing
projects in Africa and are taking the necessary steps to right-
size the operations.  Looking ahead, we expect new challenges.  
We have reduced our Brazilian flue-cured production and the
quality of the crop is better, but smaller burley crops in
Africa along with higher costs in most of the major producing
areas of the world will present challenges for next year.  The
U.S. dollar continues to be weak against many currencies and,
although we work with our customers to mitigate the effect of
that where we can, it remains a source of higher costs in many
areas.  In addition, in the current year, our North American
operations benefited from the higher sales volume associated
with the sale of old-crop burley tobacco, but fiscal year 2008
will not have the same benefit.  Tobacco production in Canada
has fallen severely over the last few years and is forecast to
decline by about one third for fiscal year 2008.  We are
continuing to work to reduce our cost structure there.  Fiscal
year 2008 should not see the same level of impairment and
restructuring costs that we have recognized over the last two
years.  We believe that we have been taking the necessary
actions to improve our performance for the long term."

Flue-cured and burley operations earned US$37.8 million in the
fourth fiscal quarter, compared to last year's performance of
US$6.5 million.  Operating income for the North America segment
declined slightly primarily due to lower processing volume in
Canada where crops were smaller.  Revenues have increased by
US$22 million, reflecting higher shipments of U.S. leaf in the
quarter, in part due to last year's shipment delays. The Other
Regions segment reported significantly higher operating income
for the quarter, largely due to higher shipments in South
America and lower charges and improved performance in Africa.  
South America benefited from strong fourth quarter sales of
current year crop that historically occurred earlier in the
year.  Last year's fourth quarter results for Africa were
negatively impacted by large farmer receivable write-offs and
currency remeasurement losses.  The current quarter reflected
about US$3 million in provisions for farmer receivables compared
to last year's US$20 million for South America and Africa, and
remeasurement and foreign exchange items caused a US$9 million
favorable variance compared to last year since the Company did
not experience the rapid currency movements that were pervasive
in the prior year's fourth quarter.  The reduction in those
expenses caused selling, general and administrative expenses to
decline sharply in the fourth quarter.  Revenues for the Other
Regions segment were US$294 million, representing an increase of
US$72 million, or about 32%, reflecting higher shipments in
South America and increased pricing.

For the year ended March 31, 2007, flue-cured and burley
operations earned US$172 million, up US$73 million from last
year.  Results of the North America segment improved by US$15.2
million, and the primary factors causing that improvement were
increased export and processing volumes, cost savings related to
last year's closure of the Danville, Virginia, facility, one-
time sales of tobacco purchased from the stabilization
cooperatives, and better pricing.  The North America segment
also benefited from carryover sales of prior year tobacco. North
America revenues increased by US$92 million, or 36%, principally
due to sales of old crop tobacco.  The results of the Other
Regions segment increased by US$57.7 million, primarily due to
better pricing and sales mix.  Operating improvements were
evident in African operations, in Europe, and in South America.  
In addition, comparisons benefited from the absence of losses
incurred in the company's Zimbabwe operations prior to their
deconsolidation last year and the lower remeasurement losses.  
Finally, results of the Other Regions segment also reflected the
favorable resolution of a tax case in South America that
resulted in the recovery of US$8.5 million in revenue taxes and
interest.  The recovery was recorded as part of sales and other
operating revenues.  Provisions for farmer receivables totaled
US$32 million for Africa and South America, compared to US$28.5
million in fiscal year 2006.  Of these provisions, over half
related to African leaf growing projects that the Company is
exiting.  Results also included inventory valuation charges
related to African flue-cured tobacco of approximately US$13
million in fiscal year 2007 and US$10 million in fiscal year
2006.  Revenues of the Other Regions segment for the year
increased by 9% primarily due to higher sales prices in South
America, where the Company experienced increased farmer prices
and a strong local currency.

The Other Tobacco Operations segment also showed substantial
improvement for the fiscal year, but declined in the fourth
quarter due to shipment delays. The dark air-cured operations
benefited from higher sales volumes for wrapper and increased
leaf sales.  The operations also benefited from the company's
decision last year to reduce overhead and to close its Colombia
dark tobacco operation.  Volume attributed to the Company's 49%-
owned Oriental tobacco joint venture was lower for the quarter
and year primarily due to shipment timing.  Revenues for this
segment increased by US$3.0 million in the quarter and US$17.7
million in the fiscal year.

The consolidated effective income tax rates for continuing
operations for the three and twelve months ended March 31, 2007,
were approximately 54% and 45%, respectively.  The rate for the
quarter is higher than the 35% U.S. marginal corporate tax rate
due primarily to excess foreign taxes in countries where the tax
rate exceeds the U.S. tax rate, low tax benefits provided on a
foreign subsidiary with an operating loss in the quarter, and
high state income taxes due to improved earnings in the United
States.  For the year, in addition to the factors noted in the
quarter, the tax rate is higher because a limited income tax
benefit was provided on current year losses in Zambia.

The loss from discontinued operations in the fourth quarter of
fiscal year 2007 was US$1.6 million.  For the fiscal year ended
March 31, 2007, the loss from discontinued operations was US$36
million.  Results from discontinued operations for the fiscal
year reflected the operating results and estimated effects of
selling the Company's non-tobacco businesses, the largest part
of which occurred in the second fiscal quarter.  During that
quarter, Universal completed the sale of the non-tobacco
businesses managed by its wholly owned subsidiary, Deli
Universal Inc.  Those businesses were its lumber and building
products distribution segment and a substantial portion of its
agri-products segment.  The total value of the transaction was
approximately US$565 million.  After selling and other expenses,
the net value was approximately US$550 million.  The company's
financial statements now report the results and financial
position of the businesses that were sold as discontinued
operations for all periods.  The value of the transaction is
subject to refinement, which could result in future adjustments.  
Those adjustments could also affect the loss on the sale.

Based in Richmond, Virginia, Universal Corp., (NYSE:UVV) --
http://www.universalcorp.com/-- has operations in tobacco and  
agri-products.  The company, through its subsidiaries, is one of
two leading independent tobacco merchants in the world.
Universal Corp.'s gross revenues for the fiscal year that ended
on March 31, 2006, were approximately US$3.5 billion, which
included US$1.4 billion related to operations that were sold on
Sept. 1, 2006.

Universal Corp. has operations in India, Brazil, Argentina, the
United States, Guatemala, Brazil, the Netherlands, Belgium and
other countries in Europe.

In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Consumer Products, Beverage, Toy,
Natural Product Processors, Packaged Food Processors and
Agricultural Cooperative sectors, the rating agency confirmed
its Ba1 Corporate Family Rating for Universal Corporation, and
downgraded its Ba1 rating to Ba2 on the company's US$563 million
MTN.  Moody's assigned an LGD5 rating to the debt obligation,
suggesting noteholders will experience a 73% loss in the event
of a default.




===========
G U Y A N A
===========


DIGICEL LTD: To Stop Using Earth Station for International Calls
----------------------------------------------------------------
Guyanese Prime Minister Samuel Hinds has taken back his decision
to allow Digicel to use its Kingston Earth Station to provide
international traffic originating and termination on its
network, Stabroek News reports.

According to Stabroek News, the Americas II cable has been
restored.

As reported in the Troubled Company Reporter-Latin America on
May 15, 2007, Digicel said it started using its earth station to
route international calls.  According to Guyana Telephone and
Telegraph Company Limited, a cable ship would arrive off French
Guiana to repair damage to the Americas 11 cable.  After the
damage is repaired, full service would to resume in five days.  
Digicel had secured a temporary international license from the
Guyana government.  Prime Minister Hinds said that the decision
was made because the Americas II cable, about 15 kilometers off
French Guiana, was ruptured.  The break in the cable caused
difficulties in making and receiving international calls.  
Digicel was forced to route all international traffic through
The Guyana Telephone and Telegraph Company, which has the sole
international license.  Prime Minister Hinds said that Digicel
was allowed to use its earth station to provide international
traffic coming from and ending on its network.

Stabroek News relates that Prime Minister Hinds sent a letter to
Digicel saying, "I have been notified that international
communications originating from and terminating in Guyana via
the Americas II cable has been fully restored with effect from
May 20, 2007.  Accordingly, the authorization and direction
granted by way of my letter to you of May 9 is hereby rescinded
with immediate effect."

The report says that Prime Minister Hinds praised Digicel for
responding to the government's call to set up international
communications from May 8-22 to ease the difficulties resulting
from the disruption of the Americas II cable.

"We were given a directive to do it and now we're given a
directive to cease.  We will comply fully with the government,"
Digicel Chief Executive Officer Tim Bahrani told Stabroek News.

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.




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


KAISER ALUMINUM: Accrues US$8.4M at 4Q06 for Envt'l Matters
-----------------------------------------------------------
Kaiser Aluminum Corp., at Dec. 31, 2006, had accrued US$8.4
million for environmental matters.

The Company's environmental accruals relate to investigations
and potential remediation of the soil, groundwater and equipment
at its current operating facilities that may have been adversely
impacted by hazardous materials, including polychlorinated
biphenyls.

The Company said it is possible that costs associated with
environmental matters could to exceed current accruals by
amounts that could be, in the aggregate, up to an estimated
US$15.2 million.

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.


KAISER ALUMINUM: Authorities Wrap Up Probe at Trentwood Facility
----------------------------------------------------------------
Kaiser Aluminum Corp. reports that early this year, certain
regulatory authorities have informed the Company that their
investigation over contamination at its facility in the state of
Washington had been closed.

During April 2004, the Company was served with a subpoena for
documents and has been notified by Federal authorities that they
are investigating certain environmental compliance issues with
respect to the Company's Trentwood facility in Spokane, Wash.

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: To Impose Water Supply Restrictions on Clients
--------------------------------------------------------------
Radio Jamaica reports that some of the National Water
Commission's "corporate area" clients will experience
restrictions in water supply over the next two days.

The National Water told Radio Jamaica that the clients are
served by the Hermitage/Constant Spring water system.

The restrictions are due to low inflows to the system, Radio
Jamaica states, citing Charles Buchanan, the National Water's
Corporate Public Relations Manager.

"The restrictions are expected to result in either low water
pressure or no water to some of our customers served by the
system between the hours of 10:00 p.m. and 4:00 a.m.," Mr.
Buchanan told Radio Jamaica.

                        *     *     *

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




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


CLEAN HARBORS: S&P Lifts US$80 Million Loans' Ratings to BB+
------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings on Clean
Harbors Inc.'s senior secured US$50 million synthetic letter of
credit facility and US$30 million term loan.  The loan ratings
were raised to 'BB+' from 'BB' and the recovery ratings were
revised to '1' from '2', indicating our expectation that these
lenders would receive full recovery of principal in a payment
default.
     
At the same time, S&P revised its recovery rating on the
company's US$150 million second-lien senior secured notes (which
have US$91.5 million remaining) to '4' from '5', indicating
S&P's expectation that these noteholders would receive marginal
(25%-50%) recovery of principal in a payment default.  The
rating on the second-lien senior secured notes remains unchanged
at 'B+'.
      
"A reassessment of some of the assumptions used in our valuation
approach prompted these rating changes," said Standard & Poor's
credit analyst Robyn Shapiro.
     
The 'BB+' rating and '1' recovery rating on Clean Harbors'
US$70 million revolving credit facility are affirmed.
     
The corporate credit rating on the Norwell, Mass.-based company
is 'BB'.  The outlook is stable.
     
The ratings on Clean Harbors reflect an aggressive financial
risk profile, including significant environmental liabilities, a
growth strategy that could limit further improvement of the
balance sheet, and susceptibility to economic cycles.  Partially
offsetting these factors are a leading position in the hazardous
waste management industry and improved financial flexibility
with a favorable debt-maturity schedule.
     
With revenues of about US$850 million, Clean Harbors is one of
the largest providers of environmental services and the largest
operator of hazardous waste treatment facilities in North
America.

Headquartered in Norwell, Massachusetts, Clean Harbors Inc.
(NasdaqGS: CLHB) -- http://www.clenharbors.com/-- provides   
environmental and hazardous waste management services in North
America.  It operates through two segments, Technical Services
and Site Services.  The Technical Services segment collects,
transports, treats, and disposes hazardous and non-hazardous
wastes for commercial and industrial customers, health care
providers, educational and research organizations, and other
environmental services companies and governmental entities.  The
Site Services segment provides environmental site services to
maintain industrial facilities and process equipment, as well as
clean up of hazardous materials to chemical, petroleum,
transportation, utility, and governmental agencies.  Clean
Harbors has more than 100 locations strategically positioned
throughout North America in 36 U.S. states, six Canadian
provinces, Mexico and Puerto Rico.


PORTRAIT CORP: Confirmation Hearing Put Off Pending Biz Sale
------------------------------------------------------------
The hearing to consider confirmation of Portrait Corporation
of America Inc. at its debtor-affiliates' Amended Chapter 11
Plan of Reorganization has been deferred from May 21, 2007, to
an undetermined date pending the sale of the Debtors' business
to CPI Corp. for US$100 million, Bill Rochelle of Bloomberg News
reports.

St Louis, Mo.-based CPI engages in the manufacture and sale of
professional portrait photography.  It owns and operates the
Sears Portrait Studios under license agreements with Sears,
Roebuck and Co.

The U.S. Bankruptcy Court for the Southern District of New York
in White Plains is set to decide on the sale on June 4, 2007,
the source says.

              Treatment of Claims Under the Plan

The Plan, as published in the Troubled Company Reporter on
Feb. 8, 2007, provides that holders of Allowed Administrative
Expense Claims will be paid in full and in cash.

On the Plan's effective date, the DIP obligations will be deemed
allowed and paid indefeasibly in full in accordance with the
terms of the DIP Agreement and DIP Order.  Upon full payment of
all DIP Obligations, all liens and security interests granted to
secure those obligations will be terminated.  Provided, however,
that the particular provisions of the DIP Agreement that are
specified to survive will survive.  Existing letters of credit
issued pursuant to the DIP Agreement will be cancelled and
replaced with new letters of credit to be issued pursuant to the
Exit Facility.

Holders of Allowed Priority Tax Claim will receive cash on the
later of the plan effective date or the date the claim became
allowed, or equal annual cash payments together with interest to
be determined by the Bankruptcy Court.

Holders of Class A Allowed Priority Non-Tax Claims will also be
paid in full in cash.

At the sole option of the Debtors, holders of Class B Allowed
Other Secured Claims will:

   (a) receive payment in full in cash plus post-commencement
       date interest;

   (b) have a reinstated claim;

   (c) receive the collateral securing their claim; or

   (d) receive a treatment that renders the claim unimpaired
       pursuant to Section 1124 of the Bankruptcy Code.

Holders of Class C Allowed Second Lien Notes Claims will
receive, in full satisfaction of their claim, their pro rata
share of 100% of Reorganized Portrait Corp of America common
stock.

Holders of Class D Allowed Senior Notes and Other Unsecured
Claims will receive their pro rata distribution of new warrants.

Holders of Class E Allowed Convenience Class Claims will receive
1% of their allowed claim as payment.

Holders of Class F Allowed Goldman Note Claims, Class G Allowed
Old Preferred Equity Interests, Class H Allowed Old Common
Equity Interests, and Class I Allowed Old Common Subsidiary
Equity Interests will not receive anything under the plan.

Goldman Note Claims refer to:

   -- the 13.75% Senior Subordinated Notes due 2010, issued to
      GS Mezzanine Partners II L.P. and GS Mezzanine Partners II
      Offshore L.P.  These notes were guaranteed by Portrait
      Corporation of America Inc., American Studios Inc., PCA
      National LLC, PCA National of Texas LP, PCA Photo
      Corporation of Canada Inc., Photo Corporation of America
      Inc., and PCA Finance Corp; and

   -- the 16.5% Senior Subordinated Notes due 2010, issued to
      GS Mezzanine Partners II L.P. and GS Mezzanine Partners II
      Offshore L.P.

                     About Portrait Corp.

Portrait Corporation of America Inc. -- http://pcaintl.com/--     
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany, and the United Kingdom.  The company also
operates a modular traveling business providing portrait
photography services in additional retail locations and to
church congregations and other institutions.

Portrait Corporation and its debtor-affiliates filed for
Chapter 11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case
No. 06-22541).  John H. Bae, Esq., at Cadwalader Wickersham &
Taft LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' Financial Advisor
and Investment Banker.  Kristopher M. Hansen, Esq., at Stroock &
Stroock & Lavan LLP represents the Official Committee of
Unsecured Creditors.  Peter J. Solomon Company serves as
financial advisor for the Committee.  At June 30, 2006, the
Debtor had total assets of US$153,205,000 and liabilities of
US$372,124,000.


WERNER LADDER: Asks Until June 30 Exclusive Plan Filing Period
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
on April 25, 2007, the sale of substantially all of the assets
of Werner Holding Co. (DE) Inc. and its debtor-affiliates to New
Werner Holding Co. (DE) LLC and certain other entities for
approximately US$265,000,000.

In addition, the Court concurrently approved a stipulation
negotiated by the Official Committee of Unsecured Creditors with
a subset of lenders under the First Lien Credit Facility,
including BDCM Opportunity Fund II L.P., BDC Finance L.L.C.,
and Brencourt BD LLC and an investor group consisting of
lenders under the Second Lien Credit Facility.

Pursuant to the Sale Stipulation, the parties agreed to support
a Chapter 11 plan that is consistent with the terms of the
contract.  The Stipulation also contemplates a limited extension
of the Debtors' exclusive period to file their Chapter 11 plan
through May 29, 2007.

Moreover, the Sale Stipulation provides that if the Debtors do
not (i) file a plan within May 29, or (ii) effectuate that plan
within Aug. 3, 2007, the Committee is to be granted co-
exclusivity with the Debtors.

Currently, the Debtors and the Creditors Committee are working
together to prepare a joint Chapter 11 plan and disclosure
statement, Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, tells the Court.

Since the latest exclusivity extension request was filed, Mr.
Brady relates, the Debtors led an exhaustive marketing and
negotiation process to sell substantially all of their assets,
which the Court has approved.

Mr. Brady states that the complexity of the Sale process and the
protracted negotiations with the Black Diamond Group and the
Second Lien Investors consumed much of the Debtors' energy and
resources, leaving little or no time for them to focus on a
Chapter 11 plan.

In this regard, the Debtors ask the Honorable Kevin J. Carey to
further extend their exclusive periods to file a plan of
reorganization until June 30, 2007, and to solicit acceptances
of that plan until Aug. 1, 2007.

Should they fail to file a Chapter 11 plan on or before May 29,
the Debtors ask Judge Carey to grant the Committee co-
exclusivity with respect to the Exclusive Filing Period from May
30 through June 30, 2007, and with respect to the Exclusive
Solicitation Period from July 17 through Aug. 1, 2007.

The Debtors want the requested extension to be without prejudice
to their rights to seek further extensions of the Exclusive
Periods or other appropriate relief.

Mr. Brady asserts that if the Court denies the Motion, any
party-in-interest would be free to propose a Chapter 11 plan for
each of the Debtors, which would foster a chaotic environment
with no central focus.

Moreover, Mr. Brady says, denial of the proposed extension at
this critical juncture would, in effect, unravel all of the
negotiating that occurred throughout the Sale process.

Mr. Brady assures Judge Carey that the requested extension will
not prejudice the creditors' legitimate interests because the
Debtors continue to make timely payment on all of their
undisputed postpetition obligations as they become due.

The Court will convene a hearing on June 20, 2007, at 2:30 p.m.,
to consider the Debtors' request.  By application of Rule 9006-2
of the Local Rules of Bankruptcy Practice and Procedures of the
United States Bankruptcy Court for the District of Delaware, the
Debtors' Exclusive Periods is automatically extended through the
conclusion of that hearing.

                   About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--   
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates
filed for chapter 11 protection on June 12, 2006 (Bankr. D. Del.
Case No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-
counsel.  Jefferies & Company serves as the Creditor Committee's
financial advisor.  At March 31, 2006, the Debtors reported
total assets of US$201,042,000 and total debts of
US$473,447,000.  (Werner Ladder Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000)

The Debtors' exclusive period to file a plan expires on
June 20, 2007.


WERNER LADDER: Wants June 16 Set as Admin Claims Bar Date
---------------------------------------------------------
Werner Holding Co. (DE) Inc. aka Werner Ladder Company and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District
of Delaware to establish June 16, 2007, at 4:00 p.m. (Pacific
Time), as the final date and time by which all persons and
entities holding or wishing to assert a claim that:

   (i) may have arisen, accrued or otherwise become due
       and payable during the Petition Date through and
       including the Closing Date of the Sale;

  (ii) is allowable as an Administrative Expense Claim under
       Section 503(b) of the Bankruptcy Code; and

(iii) is entitled to first priority under Section 507(a)(1) must
       file a request for allowance of the Administrative
       Expense Claim.

Previously, the Court approved the sale of substantially all of
the Debtors' assets to New Werner Holding Co. (DE), LLC, and
other entities for US$265,000,000 pursuant to their Asset
Purchase Agreement.

The Debtors and Newco anticipated closing the Sale by
May 17, 2007.  Upon consummation of the Sale, the Debtors will
no longer conduct any business operations.

In connection with the Debtors' intention to file and prosecute
a Chapter 11 plan in the near future, it is essential for them
to ascertain the full nature, extent, and scope of all
administrative expense claims to be asserted against them and
their estates so that they can accurately determine
distributions and the amounts required to be reserved by the
terms of that plan, says Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.

Although the Debtors believe that most Administrative Expense
Claims were paid in the ordinary course of business or have been
assumed by Newco, certain Administrative Expense Claims may
remain or exist that the Debtors are unaware, Mr. Brady tells
the Court.

Under the proposed Administrative Bar Date Order, these claims
will be exempted from the Administrative Bar Date:

   (a) Administrative Expense Claims of the DIP Agent, the DIP
       Lender, the Prepetition Agents and the Prepetition
       Secured Lenders;

   (b) Administrative Expense Claims of any professional
       retained and employed by the Debtors or the Official
       Committee of Unsecured Creditors relating to professional
       services performed and expenses incurred on and after the
       Petition Date;

   (c) any claim of current employee of the Debtors who becomes
       an employee of Newco for payroll, bonus, commission pay,
       vacation pay and holiday pay;

   (d) any claim against the Debtors relating to trade
       obligations that arose in the ordinary course of the   
       Debtors' business on or after the Petition Date;

   (e) any claim of the Debtors' customers who are listed on the
       schedules of the Asset Purchase Agreement arising from
       the sale of products in the ordinary course of business
       pursuant to product warranties, product guarantees,
       product returns, customer programs and rebates;

   (f) any claim that otherwise is an Assumed Liability of
       Newco;

   (g) any Administrative Expense Claims that have been paid by
       the Debtors in the ordinary course of business, which
       have been satisfied or that can no longer be asserted;

   (h) any claim that has been allowed by stipulation or a Court
       order, or proof of which has been filed with the Court;
       and

   (i) fees payable to the United States Trustee pursuant to
       28 U.S.C. Section 1930.

The Debtors seek that all Administrative Expense Claim payment
requests will be deemed timely filed only if actually received
by Kurtzman Carson Consultants, LLC, on or before the
Administrative Bar Date.

Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, the Debtors propose that any Administrative Expense
Claimant who fails to file a request on or before the Bar Date
will:

   -- be forever barred, estopped, and enjoined from
      asserting a Claim against the Debtors, and the Debtors and
      their properties will be forever discharged from any and
      all indebtedness with respect to those Claims; and

   -- not be permitted to participate in any distribution in the
      Debtors' Chapter 11 cases on account of the Administrative
      Expense Claim, or to receive further notices regarding
      that Claim.

Moreover, the Debtors want that copies of the Bar Date Notice
will be sent by U.S. mail, first-class postage prepaid to:

   * the United States Trustee;

   * the Official Committee of Unsecured Creditors;

   * counsel to the Agent under the First Lien Credit Agreement,
     dated June 11, 2003;

   * counsel to the Ad Hoc Committee of Second Lien Lenders
     under the Credit Agreement, dated May 10, 2005;

   * the DIP Lenders' counsel;

   * all parties that have filed a notice of appearance in the
     Debtors' Chapter 11 cases pursuant to Rule 2002 of the
     Federal Rules of Bankruptcy Procedure; and

   * all known potential holders of Administrative Expense
     Claims.

The Debtors intend to publish the Bar Date Notice once in the
national edition of USA Today at least 25 days before the
Administrative Bar Date.

Mr. Brady states that the proposed Administrative Bar Date will
give all Claimants ample notice and opportunity to file Claim
payment requests.

               Illinois Revenue Department Objects

Representing the state of Illinois, Department of Revenue, Lisa
Madigan, Esq., Illinois Attorney General, states that since the
enactment of Bankruptcy Abuse Prevention and Consumer Protection
Act of 2005, the Bankruptcy Code now explicitly exempts tax
claims entitled to administrative expense priority from the
effect of any administrative claims bar date.

Ms. Madigan explains that Section 503(b)(a)(D) provides, in
part, that governmental unit will not be required to file a
request for payment of an expense as a condition for it to have
an allowed administrative expense.

To the extent that the Debtors' proposed Administrative Bar Date
Order acts to bar, estop and enjoin a taxing authority from
asserting administrative tax claims, or that order discharges
the Debtors and their property from those tax claims, that order
violates Section 503(b)(1)(D), Ms. Madigan maintains.

Accordingly, the Illinois Revenue Department asks Judge Carey to
deny the Debtors' Motion unless it includes an exception for
administrative tax claims.

                 About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--   
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates
filed for chapter 11 protection on June 12, 2006 (Bankr. D. Del.
Case No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-
counsel.  Jefferies & Company serves as the Creditor Committee's
financial advisor.  At March 31, 2006, the Debtors reported
total assets of US$201,042,000 and total debts of
US$473,447,000.  (Werner Ladder Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000)

The Debtors' exclusive period to file a plan expires on
June 20, 2007.




=================
N I C A R A G U A
=================


XEROX CORP: Completes US$1.1 Bil. Senior Unsecured Note Offering
----------------------------------------------------------------
Xerox Corporation closed a US$1.1 billion offering of senior
unsecured notes due in 2012 and bearing a coupon of 5.5 percent.

The offering was "upsized" from the initial US$750 million
offering announced previously and follows last week's investment
grade rating upgrade from Standard and Poor's Rating Services.  
Xerox is also rated investment grade by Moody's Investors
Service and Fitch Ratings.

Proceeds from the offering will be used to repay the company's
recent borrowings under its interim bridge credit facility.

"This successful transaction reflects investors' interest in the
strength of Xerox's financial position and our consistent
delivery of solid operating cash flow and steady earnings
growth," said Lawrence A. Zimmerman, chief financial officer of
Xerox.

Citi Markets & Banking, JPMorgan and Merrill Lynch and Co. are
acting as joint book-running managers for the offering.  Offers
for the notes are to be made only through the prospectus.

                      About Xerox Corp.

Headquartered in Stamford, Connecticut, Xerox Corporation
(NYSE: XRX) -- http://www.xerox.com-- develops, manufactures,  
markets, services, and finances document equipment, software,
solutions, and services worldwide.  It offers digital monochrome
and color systems for customers in the graphic communications
industry and enterprises, as well as various prepress and post-
press options.  Xerox Corporation markets its products through
direct sales force, as well as through a network of independent
agents, dealers, value-added resellers, and systems integrators.
The company has operations in Asia Pacific in Japan, in Italy
for Europe and in Nicaragua for Latin America.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 4, 2007, Fitch Ratings has affirmed Xerox Corp.'s and its
subsidiary's ratings:

   Xerox Corp.

     -- Trust preferred securities at 'BB';
     -- Issuer Default Rating at 'BBB-';
     -- Unsecured credit facility at 'BBB-'; and
     -- Senior unsecured debt at 'BBB-'.

   Xerox Credit Corp.

     -- Issuer Default Rating at 'BBB-'; and
     -- Senior unsecured debt at 'BBB-'.

As reported in the Troubled Company Reporter-Latin America on
April 4, 2007, Standard & Poor's Ratings Services placed its
ratings on Xerox Corp., including the 'BB+' corporate credit
rating, on CreditWatch with positive implications.  The
CreditWatch placement reflects the company's announcement that
it has reached an agreement in principle to acquire Global
Imaging Systems Inc. for approximately US$1.5 billion in cash.




===============
P A R A G U A Y
===============


* PARAGUAY: Agrees Cross-Border Trade Plan with Brazil
------------------------------------------------------
Paraguay and Brazil joined forces to simplify trade procedures
in the Triple Frontier region among Brazil, Argentina and
Paraguay, Tehrantimes.com reports.

According to media reports, Paraguayan President Nicanor Duarte
Frutos met with Brazilian President Luis Inacio Lula da Silva in
the Paraguayan capital Asuncion discussing joint agreements
about bio-fuels and defense mechanisms.  In addition, both
countries considered signing of agreements to tackle foot-and-
mouth desease.

Tehrantimes.com says that after the meeting, Duarte Frutos noted
that bilateral relations had enjoyed a new boost.

Under the border plan, President Lula will send his men a plan
to legalize and make more transparent trade between Ciudad del
Este in Paraguay and Foz de Iguazu in Brazil, at least 30 days.

Mr. Duarte commented that it will solve the problem of thousands
of citizens who make a living from Paraguay-Brazil trade,"
Tehrantimes.com relates.

Reports show that Paraguay will levy an 18% tax on border
traders and fix an upper limit of 300,000 reals (about
US$150,000) on cross-border trade by any person, a proposal made
for Brazil.

                        *     *     *

Moody's assigned these ratings on Paraguay:

     -- CC LT Foreign Bank Deposit, Caa2
     -- CC LT Foreign Currency Debt, Caa1
     -- CC ST Foreign Bank Deposit, NP
     -- CC ST Foreign Currency Debt, NP
     -- LC Currency Issuer Rating, Caa1
     -- FC Currency Issuer Rating, Caa1
     -- Local Currency LT Debt, WR

                        *     *     *

Standard & Poor's assigned these ratings on Paraguay:

     -- Foreign Currency LT Debt B-
     -- Local Currency LT Debt   B-
     -- Foreign Currency ST Debt C
     -- Local Currency ST Debt   C




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


COMVERSE TECHNOLOGY: Two Independent Directors Join Board
---------------------------------------------------------
Comverse Technology, Inc., has added two independent directors
to its Board, Augustus K. Oliver and A. Alex Porter.  In
conjunction with the election of Messrs. Oliver and Porter to
the Board, Oliver Press Partners, LLC has agreed with the
company to terminate its solicitation for a special meeting of
shareholders.

Augustus K. Oliver is founder and managing member of Oliver
Press Partners LLC, investment manager for Davenport Partners,
L.P., and related entities.  He serves on the Boards of
Scholastic Corporation, several private companies, and Lincoln
Center Theatre of New York City.

"Comverse Technology is an outstanding company with excellent
opportunities ahead," said Gus Oliver.  "I am pleased to join
the Board as a representative of a significant holder in
Comverse, and I look forward to working with the Board."

A. Alex Porter is a founder and principal of investment
management firm Porter, Orlin LLC, and a General Partner of
venture capital firm The Caroline Company.  He is a founder and
serves on the Board of Directors of Distribution Technology,
Inc., and also serves on the Boards of Student Loan Marketing
Association, the John Simon Guggenheim Foundation, the Library
of America, and Queens College. Mr. Porter is also a Trustee of
Davidson College.

"Comverse Technology is a company in which we have invested for
several years, and I believe it is well-positioned to deliver
superior shareholder returns," said Alex Porter.  "I look
forward to working with the Board to help build upon the
company's strong foundation."

"The Board and executive management team of Comverse Technology
welcome Gus Oliver and Alex Porter to our Board.  We look
forward to working with Gus and Alex for the benefit of all
shareholders.  Their addition is a testament to our commitment
to include shareholders on the Board," said Mark C. Terrell,
Chairman of the Board, Comverse Technology.  "Our new Board will
continue to seek shareholder input as the company seeks to
maximize shareholder value."

                 About Comverse Technology

Comverse Technology, Inc., -- http://www.cmvt.com/-- (Pink  
Sheets: CMVT.PK) through its Comverse, Inc. subsidiary, provides
software and systems enabling network-based multimedia enhanced
communication and billing services.  The company's Total
Communication portfolio includes value-added messaging,
personalized data and content-based services, and real-time
converged billing solutions.  Over 500 communication and content
service providers in more than 130 countries use Comverse
products to generate revenues, strengthen customer loyalty and
improve operational efficiency.  Other Comverse Technology
subsidiaries include: Verint Systems (VRNT.PK), which provides
analytic software-based solutions for communications
interception, networked video security and business
intelligence; and Ulticom (ULCM.PK), which provides service
enabling signaling software for wireline, wireless and Internet
communications.

In Latin America, Comverse has operations in Argentina, Brazil,
Mexico and Peru.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 5, 2007,
Standard & Poor's Ratings Services kept its 'BB-' corporate
credit and senior unsecured debt ratings on New York-based
Comverse Technology Inc. on CreditWatch with negative
implications, where they were placed on March 15, 2006.


DOE RUN: Hires Gary Mard as Controller; Promotes Wayne Rich
-----------------------------------------------------------
The Doe Run Company has hired Gary Mard as corporate controller
and the promoted Wayne Rich to treasurer within its finance
department.

"We're thrilled to have Gary and Wayne on our finance team,"
explained Terry Fox, Doe Run's chief financial officer.  "With
nearly 40 years of combined industry experience, they will be
instrumental in helping us leverage our unique position as a
global provider of premium metals and services."

With more than 30 years of industry experience, Mr. Mard comes
to Doe Run with a wealth of finance knowledge and expertise.  
Mr. Mard will oversee all aspects of the company's domestic
accounting and external financial reporting operations.  He will
report to Mr. Fox.

Previously, Mr. Mard served as chief financial officer for St.
Louis-based SBI Incorporated, where he oversaw treasury,
financial reporting and accounting responsibilities.  
Concurrently, Mr. Mard served as chief operating officer for
INDOX services, a division of SBI, specializing in integrated
document solutions.  Mr. Mard was with the SBI family for eight
years.  Previously, he worked for 13 years with
PricewaterhouseCoopers.  He holds a bachelor's degree in
accounting and a master's degree in business administration,
both from Saint Louis University.  He is a certified public
accountant.

In his new role, Mr. Rich will oversee U.S. cash management,
credit and collections, equipment leasing, insurance and
financial compliance activities.  He will also report to Mr.
Fox.

A Doe Run employee since 1998, Mr. Rich previously served as
assistant treasurer and charted upward movement through several
finance positions at Doe Run, including financial analyst,
internal audit manager, assistant to the chief financial officer
and director of treasury operations and financial compliance.  
With more than 8 years of corporate finance experience, Mr. Rich
built his finance career at Illinois Power, in Decatur, Ill.;
Emerson Electric in St. Louis; and KPMG Peat Marwick in Decatur.  
Mr. Rich holds a bachelor's degree in accounting from Eastern
Illinois University, and a master's degree in business
administration with a concentration in finance from Illinois
State University.  He is a certified public accountant and
certified internal auditor.

Based in St. Louis, Mo., The Doe Run Company --
http://www.doerun.com/-- is a privately held natural resources  
company dedicated to environmentally responsible mineral
production, metals fabrication, recycling and reclamation.  The
company and its subsidiaries deliver products and services
needed to provide power, protection and convenience through
premium products and associated metals including lead, zinc,
copper, gold and silver.  As the operator of one of the world's
only multi-metal facilities and the Americas' largest integrated
lead producer, Doe Run employs more than 5,000 people, with U.S.
operations in Missouri, Washington and Arizona, and Peruvian
operations in Cobriza and La Oroya.

Doe Run Peru S.R.L., an indirect Peruvian subsidiary, operates a
smelter in La Oroya, Peru, one of the largest polymetallic
processing facilities in the world, producing an extensive
product mix of non-ferrous and precious metals, including
silver, copper, zinc, lead and gold.  Doe Run Peru also has a
copper mining and milling operation in Cobriza, Peru in the
region of Huancavelica, which is approximately 200 miles
southeast of La Oroya in Peru.

              Doe Run Peru Going Concern Doubt

As reported in the Troubled Company reporter-Latin America on
Aug. 10, 2006, Doe Run Peru has significant capital requirements
under environmental commitments and guarantees and substantial
contingencies related to taxes and has significant debt service
obligations under the revolving credit facility, each of which,
if not satisfied, could result in a default under Doe Run Peru's
credit agreement and collectively raise substantial doubt about
Doe Run Peru's ability to continue as a going concern.

Doe Run Peru continues to have substantial cash requirements in
the future, including the maturity of the revolving credit
facility on Sept. 22, 2006, and significant capital requirements
under environmental commitments.  In addition, there are
substantial contingencies related to taxes.

The Doe Run Peru Revolving Credit Facility expires on
Sept. 22, 2006, and will require negotiations to extend its
terms.  There can be no assurance that Doe Run Peru will be
successful in extending the existing credit agreement or
negotiating a new agreement, or if it is successful, that the
extended or new credit agreement would be at terms that are
favorable to Doe Run Peru.

Any default under the requirements of the Environmental
Remediation and Management Program could result in a default
under the Doe Run Peru Revolving Credit Facility.  A default
under the requirements of the Doe Run Peru Revolving Credit
Facility results in defaults under the Doe Run Revolving Credit
Facility and the indenture governing the bonds.


DOE RUN: Starts Buying Equipment to Build Sulfuric Acid Plant
-------------------------------------------------------------
Doe Run said in a statement that it has started buying equipment
for the construction of a sulfuric acid plant for its Peruvian
La Oroya smelter's lead circuit.

Business News Americas relates that the plant will be
operational by September 2008.  Meanwhile, the construction of a
sulfuric acid plant for La Oroya's copper circuit will conclude
in October 2009.  A sulfuric acid plant at the La Oroya's zinc
circuit started operating in December 2006.

Doe Run said in a statement that it allotted over US$100 million
for the three acid plants.  It is promoting open dialogue with
residents who agreed to work with the company.

Doe Run told BNamericas that the plants are part of its final
Pama commitments.

According to BNamericas, Doe Run entered into a statutory
environmental cleanup accord called Pama upon acquiring the
smelter from the government 10 years ago.

BNamericas notes that the smelter has underwent intense
environmental and social scrutiny.  A study by St. Louis
University in December 2005 indicated that over 97% of the
children in the neighboring town of La Oroya had blood lead
levels over the US standard of 10 micrograms of lead per
deciliter of blood.

Doe Run had said it would conclude the Pama program by the end
of 2009, BNamericas states.

Based in St. Louis, Mo., The Doe Run Company --
http://www.doerun.com/-- is a privately held natural resources   
company dedicated to environmentally responsible mineral
production, metals fabrication, recycling and reclamation.  The
company and its subsidiaries deliver products and services
needed to provide power, protection and convenience through
premium products and associated metals including lead, zinc,
copper, gold and silver.  As the operator of one of the world's
only multi-metal facilities and the Americas' largest integrated
lead producer, Doe Run employs more than 5,000 people, with U.S.
operations in Missouri, Washington and Arizona, and Peruvian
operations in Cobriza and La Oroya.

Doe Run Peru S.R.L., an indirect Peruvian subsidiary, operates a
smelter in La Oroya, Peru, one of the largest polymetallic
processing facilities in the world, producing an extensive
product mix of non-ferrous and precious metals, including
silver, copper, zinc, lead and gold.  Doe Run Peru also has a
copper mining and milling operation in Cobriza, Peru in the
region of Huancavelica, which is approximately 200 miles
southeast of La Oroya in Peru.

                    Going Concern Doubt

Crowe Chizek and Company LLC raised substantial doubt about Doe
Run Peru's ability to continue as a going concern after auditing
the consolidated balance sheets of The Doe Run Resources
Corporation and subsidiaries as of Oct. 31, 2005, and 2004.  Doe
Run Peru has not filed financial reports for fiscal year ended
Oct. 31, 2006.

Crowe Chizek pointed to Doe Run Peru's significant capital
requirements under environmental commitments, which, if not met,
could result in defaults of the company's credit agreements; has
substantial contingencies related to tax; and has significant
debt service obligations.  

At Dec. 31, 2005, The Doe Run Resources' balance sheet showed
US$167,905,000 of stockholders' deficit.


PRIDE INTERNATIONAL: Capital One Reiterates Hold Rating on Firm
---------------------------------------------------------------
Capital One Southcoast analysts have reaffirmed their "hold"
rating on Pride International Inc's shares, Newratings.com
reports.

Newratings.com relates that the target price for Pride
International's shares was set at US$40.

The analysts said in a research note published on May 22 that
Brazilian state oil firm Petroleo Brasileiro SA has awarded a
contract to Pride International's Pride Mexico at maximum day
rates of almost US$264,000 for five years, starting from the
second quarter of 2008.

The analysts told Newratings.com that though the contracted rate
is short of estimates, it is appropriate to the contracted rates
for other rigs in the region.

Capital One said that Pride International's shipyard-
mobilization program has been extended by 120 days to 270 days,
according to Newratings.com.

The earnings per share estimate for 2007 was decreased to
US$2.75 from US$2.93, while the estimate for next year was
reduced to US$4.13 from US$4.29, to show lower-than-expected day
rates and additional yard time, Newratings.com states.

Headquartered in Houston, Texas, Pride International Inc. (NYSE:
PDE) -- http://www.prideinternational.com/-- provides onshore  
and offshore contract drilling and related services in more than
25 countries, operating a diverse fleet of 277 rigs, including
two ultra-deepwater drillships, 12 semisubmersible rigs, 28
jackups, 16 tender-assisted, barge and platform rigs, and 214
land rigs.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service affirmed its Ba1 Corporate Family
Rating for Pride International Inc.




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


FERRELLGAS PARTNERS: Declares Third Quarter Cash Distribution
-------------------------------------------------------------
Ferrellgas Partners, L.P., declared its third quarter cash
distribution of US$0.50 per partnership common unit.  The
distribution is payable June 14, 2007, to common unitholders of
record as of June 7, 2007.  

The distribution covers the period from Feb. 1, 2007 to
April 30, 2007, the end of the partnership's third quarter of
fiscal 2007.  Ferrellgas' annualized distribution is currently
US$2.00 per common unit.

Headquartered in Overland Park, Kansas, Ferrellgas Partners, LP
(NYSE: FGP) -- http://www.ferrellgas.com/-- through its   
operating partnership, Ferrellgas, LP, is a propane marketer in
the United States.  Ferrellgas serves more than 1 million
customers in all 50 states, the District of Columbia, Puerto
Rico, and Canada, and has annual sales volumes approaching 1
billion retail gallons.  Ferrellgas employees indirectly own
more than 20 million common units of the partnership through an
employee stock ownership plan.

                        *     *    *

In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and
other hydrocarbon products, the rating agency affirmed its Ba3
corporate family rating on Ferrellgas Partners L.P.


MUSICLAND HOLDING: Posts US$3.9 Mil. Net Loss in February 2007
--------------------------------------------------------------

                      Musicland Holding Corp.
                    Consolidated Balance Sheet
                     As of February 28, 2007

ASSETS
Current Assets
   Cash                                          US$11,757,000
   Letters of Credit/Other Deposits                    515,000
   Other
      Amounts due from TransWorld                    2,500,000
      Receivables from Sub-leases                      774,000
      Amounts due from GOB sales                             -
      Miscellaneous CC                                  29,000
      Vendors Credit due from services               2,608,000
                                                 -------------
      Total                                         18,183,000

Fixed Assets                                                 0
Other assets
   Transport Logistic deposit                                -
   Insurance Deposits                                3,977,000
   Utility and Tax Deposits                                  -
                                                 -------------
      TOTAL ASSETS                               US$22,160,000

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
   Accounts payable
      Due to Transworld                                      -
      Due to Deluxe                                          -
      Expense accruals                            US$2,840,000
   Other accrued liabilities
      Logistic Accrual                                       -
      Deferred Income                                        -
      Insurance Reserve                              3,380,000
      Accrued Payroll & Employee Benefits:
         Accrued Vacation                                    -
         Accrued Severance                                   -
         Accrued Employer Payroll Taxes                      -
         Accrued Benefits                                    -
      Sales Tax                                              -
      5% Admin. Fee on Wachovia L/C                    250,000
      FY06 Tax Return & Employee Benefit
         Audit Services                                      -
      Payroll/W2 & 1099 System                               -
      Miscellaneous                                     29,000
   Gift Card liabilities                                     -
                                                 -------------
      Total                                          3,659,000
                                                 -------------

DIP financing                                                -
Other LT Liabilities                                         -
Liabilities subject to compromise                  315,047,000
Shareholders' deficit                             (299,386,000)
                                                 -------------
      TOTAL LIABILITIES &
      SHAREHOLDERS' DEFICIT                      US$22,160,000

                       Musicland Holding Corp.
                       Statement of Operations
                For the Month Ended February 28, 2007


Merchandise revenue                                          -
Non-merchandise revenue                                      -

   Net sales                                                 -

Cost of good sold                                            -

   Gross Profit                                              -

Store operating expenses
   Payroll                                                   -
   Occupancy                                                 -
   Other                                            (US$58,000)
                                                 -------------
      Store expenses                                         0
                                                 -------------
General & administrative                               (58,000)
                                                 -------------
EBITDA (Loss)                                          (58,000)

Hilco 340 Store GOB                                          -
Chapter 11 & related charges                          (241,000)
Sale to Transworld                                           -
Hilco 65                                                     -
Media Play Wind down                                         -
Depreciation & Amortization                                  -
                                                 -------------
   Operating income (Loss)                            (299,000)

Interest income (expense)                               43,000
Other non-operating charges                         (3,711,000)
                                                 -------------
   Earnings before Taxes                            (3,967,000)
                                                 -------------
Income tax                                                   0
                                                 -------------
   Net earnings (Loss)                          (US$3,967,000)

                      Musicland Holding Corp.
                      Statements of Cash Flow
                For the Month Ended February 28, 2007

Operating activities
   Net earnings (Loss)                          (US$3,967,000)
   Adjustments to reconcile net earnings (loss)
      to net cash provided by (used in)
      operating activities:
         Loss on utility deposits write off                  -

   Changes in operating assets & liabilities:
      Inventory                                              -
      Other current assets                           3,779,000
      Other Non-current Assets                               -
      Accounts payable                                       -
      Other accrued liabilities                              -

      Liabilities subject to compromise                      -
                                                 -------------
   Net cash provided by (used in)
      operating activities                           (188,000)
                                                 -------------

Investing activities
   Change in other long term asset/liabilities               -
   Retirement of fixed assets                                -
      Net cash                                               -

Financing activities
   Distribution to Secured Creditors                         -
                                                 -------------
Increase/decrease in cash                             (188,000)
                                                 -------------
   Cash at the beginning of Period                  11,945,000
                                                 -------------
   Cash at the end of Period                     US$11,757,000

Headquartered in New York, New York, Musicland Holding Corp., is
a specialty retailer of music, movies and entertainment-related
products.  With 12,600 employees, the Musicland Business
operates approximately 869 retail stores in 48 states, Puerto
Rico and the Virgin Islands.  The Debtor and 14 of its
affiliates filed for chapter 11 protection on Jan. 12, 2006
(Bankr. S.D.N.Y. Lead Case No. 06-10064).  James H.M.
Sprayregen, Esq., at Kirkland & Ellis, represents the Debtors in
their restructuring efforts.   Mark T. Power, Esq., at Hahn &
Hessen LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they estimated more than US$100 million in assets and
debts.  (Musicland Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)

                         Plan Update

On May 12, 2006, the Debtors filed their Joint Plan of
Liquidation with the Court.  On Sept. 14, 2006, they filed an
amended Plan and a Second Amended Plan on Oct. 13, 2006.  The
Court approved the adequacy of the Amended Disclosure Statement
on Oct. 13, 2006.


MUSICLAND HOLDING: Posts US$2 Million Net Loss in March 2007
------------------------------------------------------------

                       Musicland Holding Corp.
                     Consolidated Balance Sheet
                        As of March 31, 2007

ASSETS
Current Assets
   Cash                                          US$12,026,000
   Letters of Credit/Other Deposits                    415,000
   Other
      Amounts due from TransWorld                    1,300,000
      Receivables from Sub-leases                      774,000
      Amounts due from GOB sales                             -
      Miscellaneous CC                                  29,000
      Vendors Credit due from services               1,600,000
                                                 -------------
      Total                                         16,144,000

Fixed Assets                                                 0
Other assets
   Transport Logistic deposit                                -
   Insurance Deposits                                3,977,000
   Utility and Tax Deposits                                  -
                                                 -------------
      TOTAL ASSETS                               US$20,121,000

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
   Accounts payable
      Due to Transworld                                      0
      Due to Deluxe                                          0
      Expense accruals                            US$2,840,000
   Other accrued liabilities
      Logistic Accrual                                       -
      Deferred Income                                        -
      Insurance Reserve                              3,380,000
      Accrued Payroll & Employee Benefits:
         Accrued Vacation                                    -
         Accrued Severance                                   -
         Accrued Employer Payroll Taxes                      -
         Accrued Benefits                                    -
      Sales Tax                                              -
      5% Admin. Fee on Wachovia L/C                    250,000
      FY06 Tax Return & Employee Benefit
         Audit Services                                      -
      Payroll/W2 & 1099 System                               -
      Miscellaneous                                     29,000
   Gift Card liabilities                                     0
                                                 -------------
      Total                                          3,659,000
                                                 -------------

DIP financing                                                0
Other LT Liabilities                                         0
Liabilities subject to compromise                  315,047,000
Shareholders' deficit                             (301,425,000)
                                                 -------------
      TOTAL LIABILITIES &
      SHAREHOLDERS' DEFICIT                      US$20,121,000

                       Musicland Holding Corp.
                       Statement of Operations
                 For the Month Ended March 31, 2007

Merchandise revenue                                          -
Non-merchandise revenue                                      -

   Net sales                                                 -

Cost of good sold                                            -

   Gross Profit                                              -

Store operating expenses
   Payroll                                                   -
   Occupancy                                                 -
   Other                                            (US$29,000)
                                                  -------------
      Store expenses                                         0
                                                  -------------
General & administrative                               (29,000)
                                                  -------------
EBITDA (Loss)                                          (29,000)

   Hilco 340 Store GOB                                       -
   Chapter 11 & related charges                       (733,000)
   Sale to Transworld                                        0
   Hilco 65                                                  0
   Media Play Wind down                                      0
   Depreciation & Amortization                               0
                                                 -------------
      Operating income (Loss)                         (762,000)

   Interest income (expense)                            45,000
   Other non-operating charges                      (1,321,000)
                                                 -------------
      Earnings before Taxes                         (2,038,000)
                                                 -------------
   Income tax                                                0
                                                 -------------
      Net earnings (Loss)                       (US$2,038,000)

                       Musicland Holding Corp.
                       Statements of Cash Flow
                  For the Month Ended March 31, 2007

Operating activities
   Net earnings (Loss)                           (US$2,038,000)
   Adjustments to reconcile net earnings (loss)
      to net cash provided by (used in)
      operating activities:
         Loss on utility deposits write off             (1,000)

   Changes in operating assets & liabilities:
      Inventory                                              -
      Other current assets                           2,308,000
      Other Non-current Assets                               -
      Accounts payable                                       -
      Other accrued liabilities                              -
                                                             -
      Liabilities subject to compromise                      -
                                                 -------------
   Net cash provided by (used in)
      operating activities                             269,000
                                                 -------------

Investing activities
   Change in other long term asset/liabilities               -
   Retirement of fixed assets                                -
      Net cash                                               -

Financing activities
   Distribution to Secured Creditors                         -
                                                 -------------
Increase/decrease in cash                              269,000
                                                 -------------
   Cash at the beginning of Period                  11,757,000
                                                 -------------
   Cash at the end of Period                     US$12,026,000

Headquartered in New York, New York, Musicland Holding Corp., is
a specialty retailer of music, movies and entertainment-related
products.  With 12,600 employees, the Musicland Business
operates approximately 869 retail stores in 48 states, Puerto
Rico and the Virgin Islands.  The Debtor and 14 of its
affiliates filed for chapter 11 protection on Jan. 12, 2006
(Bankr. S.D.N.Y. Lead Case No. 06-10064).  James H.M.
Sprayregen, Esq., at Kirkland & Ellis, represents the Debtors in
their restructuring efforts.   Mark T. Power, Esq., at Hahn &
Hessen LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they estimated more than US$100 million in assets and
debts.  (Musicland Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)

                         Plan Update

On May 12, 2006, the Debtors filed their Joint Plan of
Liquidation with the Court.  On Sept. 14, 2006, they filed an
amended Plan and a Second Amended Plan on Oct. 13, 2006.  The
Court approved the adequacy of the Amended Disclosure Statement
on Oct. 13, 2006.  


PEP BOYS: Reports US$3.2 Million of Net Income in First Quarter
---------------------------------------------------------------
The Pep Boys - Manny, Moe & Jack disclosed the following results
for the thirteen weeks (first quarter) ended May 5, 2007.

                            Sales

Sales for the thirteen weeks ended May 5, 2007, were
US$546,013,000, as compared to the US$556,601,000 for the
thirteen weeks ended April 29, 2006.  Comparable Sales decreased
2.3%, including a 3.1% comparable merchandise sales decrease and
a 1.5% comparable service revenue increase.  In accordance with
GAAP, merchandise sales includes merchandise sold through both
our retail and service center lines of business and service
revenue is limited to labor sales.  Recategorizing Sales into
the respective lines of business from which they are generated,
comparable Retail Sales (DIY and Commercial) decreased 4.6% and
comparable Service Center Revenue (labor plus installed
merchandise and tires) increased 1.0%.

                           Earnings

Net Earnings (Loss) from Continuing Operations Before Cumulative
Effect of Change in Accounting Principle increased from a Net
Loss of US$867,000 for the same period in 2006, to Net Earnings
of US$3,220,000 this first quarter.

                          Commentary

President & CEO Jeffrey Rachor said, "In my first 60 days, I
have visited nearly 100 of our stores, met talented and
knowledgeable store staff, engaged hundreds of customers and met
much of the store support center staff.  From what I have
learned, I am more encouraged by the long term opportunity for
Pep Boys and its shareholders than when I accepted this
position."

"While we have turned the corner on restoring the Company to
profitability, much work remains to realize the company's true
financial potential, including continued margin expansion, cost
management, and profitable sales growth.  These initiatives can
continue to improve operating performance, even before sales
productivity increases."

"In particular, I am excited about the scale of the opportunity
in service, a business I have worked in for 25 years, that has
struggled for Pep Boys.  It is encouraging that our financial
performance has started to turn, before we have begun to fully
seize upon these opportunities in service."

"Before I joined Pep Boys, the Company had already initiated
programs to improve its operational efficiency and take
advantage of asset monetization opportunities.  I plan to
accelerate both of these initiatives while I develop a longer
term strategic plan with our Board."

CFO Harry Yanowitz commented, "Operating margins remain an
important focus for Pep Boys.  This quarter, we improved gross
margin rates in both our retail and service center lines of
business.  SG&A expenses, especially if one excludes CEO
transition costs, were down significantly, as our productivity
initiatives launched last summer start to show through to our
results."

"As we announced on last quarter's earnings call, at the end of
4Q 2006, we ceased commercial sales in certain of our stores,
which while reducing our first quarter comparable sales (2007
vs. 2006) by approximately 1%, is consistent with our
prioritization of profits over sales."

"Q1 Operating Profit improved by US$8.8 million from US$7.2
million in 2006 to US$16.0 million in 2007. Operating Profit
included:

   (i) in Q1 2006, a US$0.4 million Net Loss from Dispositions
       of Assets and a US$2.3 million gain from the settlement
       of a product liability legal reserve and

  (ii) in Q1 2007, a US$3.7 million gain from an insurance claim
       for stores impaired during Hurricane Katrina in 2005
       (US$2.4 million recognized in Net Gains from Dispositions
       of Assets and US$1.3 million in merchandise margins) and
       a US$3.9 million charge to SG&A for CEO transition
       costs."

"EBITDA, a non-GAAP indicator of levels of our financial
performance that includes the gains and charges noted above,
improved in Q1 2007 by US$8.6 million to US$39.0 million, as
compared to Q1 2006."

"Our trailing four quarter Operating (Loss) Profit has improved
from a loss of US$7.3 million to a profit of US$44.9 million,
while our trailing four quarter EBITDA has nearly doubled from
US$76.9 million to US$139.4 million."

"During the quarter we repurchased US$50.8 million of our common
shares, retiring 5.0% of our shares outstanding as of
Feb. 3, 2007."

The Pep Boys - Manny, Moe & Jack (NYSE: PBY) --
http://pepboys.com/-- has 593 stores and more than 6,000  
service bays in 36 states and Puerto Rico.  Along with its
vehicle repair and maintenance capabilities, the Company also
serves the commercial auto parts delivery market and is one of
the leading sellers of replacement tires in the United States.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 22, 2006,
Standard & Poor's Ratings Services affirmed its 'B+' rating on
Pep Boys-Manny, Moe & Jack's term loan after the company
announced plans to increase the size of the facility by US$120
million to US$320 million.  Proceeds from the additional US$120
million term loan will be used to refinance its convertible
notes which mature in June 2007.  At the same time, the rating
on the US$357.5 million asset-based revolver was raised to 'B+'
from 'B' to properly realign its ratings with the term loan and
to reflect Standard & Poor's increased comfort with the
collateral and terms securing this facility.  The 'B-' corporate
credit and other ratings were affirmed; the outlook is negative.


R&G FINANCIAL: Sells R-G Crown to Fifth Third for US$288 Million
----------------------------------------------------------------
R&G Financial Corporation said in a press release that it sold
R-G Crown Bank, its federal savings bank subsidiary in Florida,
to Fifth Third Bancorp for US$288 million.

Business News Americas relates that the sale would conclude in
the fourth quarter 2007, subject to:

          -- cancellation of R-G Crown's "cease and desist
             order,"

          -- its maintenance of financial statements in
             accordance with GAAP, and

          -- minimum tangible equity.

The report says that the sale price is 0.87 times R-G Crown's
book value and 1.56 times its tangible book value.

Investment bank Sandler O'Neill & Partners stated in a report,
"On one hand, the transaction is accretive to R&G's tangible
book value and will materially improve the company's liquidity
position."

Fifth Third will also pay US$16 million to R-G Crown Real Estate
LLC to obtain "the underlying real estate" for 15 of the units
run by R-G Crown, BNamericas states.

Headquartered in Hato Rey, Puerto Rico, R&G Financial Corp.
(NYSE: RGF) -- http://www.rgonline.com/-- is a diversified
financial holding company with operations in Puerto Rico and the
United States, providing banking, mortgage banking, investments,
consumer finance and insurance through its wholly owned
subsidiaries, R-G Premier Bank, R-G Crown Bank, R&G Mortgage
Corporation, Puerto Rico's second largest mortgage banker, R-G
Investments Corporation, the Company's Puerto Rico broker-
dealer, and R-G Insurance Corporation, its Puerto Rico insurance
agency.  At June 30, 2006, the Company operated 37 bank branches
in Puerto Rico, 35 bank branches in the Orlando, Tampa/St.
Petersburg and Jacksonville, Florida and Augusta, Georgia
markets, and 49 mortgage offices in Puerto Rico, including 37
facilities located within R-G Premier Bank's banking branches.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 4, 2007, R&G Financial Corp. said in a press release that
it wouldn't file its 2004 amended report in the first quarter
this year as it planned to do.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 9, 2007, Fitch Ratings downgraded the long-term issuer
default rating of R&G Financial Corporation to 'BB-' from 'BB'.  
Fitch said the rating outlook remained negative.

Fitch downgraded these ratings with a negative outlook:

R&G Financial Corporation

    -- Long-term IDR to 'BB-' from 'BB';
    -- Preferred stock to 'B-' from 'B'.

R-G Premier Bank

    -- Long-term IDR to 'BB-' from 'BB';
    -- Long-term deposits to 'BB' from 'BB+';
    -- Individual to 'D' from 'C/D'.

R-G Crown Bank

    -- Long-term IDR to 'BB-' from 'BB';
    -- Long-term deposits to 'BB' from 'BB+';
    -- Individual to 'D' from 'C/D'.

R&G Mortgage

    -- Long-term IDR to 'BB-' from 'BB'.

Fitch affirms these ratings:

R&G Financial Corporation

    -- Individual at 'D';
    -- Support at '5'.

R-G Premier Bank

    -- Short-term Issuer at 'B';
    -- Short-term Deposits at 'B';
    -- Support at '5'.

R-G Crown Bank

    -- Short-term Issuer at 'B';
    -- Short-term Deposits at 'B';
    -- Support at '5'.




=================================
T R I N I D A D   &   T O B A G O
=================================


BRISTOW GROUP: Earns US$74.2 Million in Year Ended March 31
-----------------------------------------------------------
Bristow Group Inc. reported financial results for its fiscal
2007 fourth quarter and year ended March 31, 2007.

               Financial Results Highlights

For the fiscal year ended March 31, 2007:

   -- Bristow's results were the highest ever in the company's
      history for revenue, operating income, net income and
      earnings per share;

   -- Total revenue of US$897.9 million increased by 16.8% over
      the fiscal year ended March 31, 2006, due to increased
      flight hours, improved pricing and the addition of new
      aircraft;

   -- Operating income of US$115.3 million increased by 56.2%
      over the fiscal year ended March 31, 2006, primarily due
      to increases in revenue and gains on sales of aircraft,
      partially offset by higher maintenance and salary expense;

   -- Net income of US$74.2 million rose 28.3% versus net
      income for the fiscal year ended March 31, 2006;

   -- Diluted earnings per share increased 11.8% to US$2.74
      compared to the prior year.  Diluted earnings per share
      for the fiscal year ended March 31, 2007, assumes the
      conversion of the Company's Mandatory Convertible
      Preferred Stock, which adds approximately 3.4 million
      shares to the weighted average diluted shares outstanding
      for fiscal year 2007.

For the quarter ended March 31, 2007:

   -- Bristow achieved record quarterly revenue of US$228.7
      million, an increase of 13.6% over the fourth quarter
      of fiscal year 2006.  Revenue gains occurred in most
      of our business units, driven by a favorable change in
      mix of aircraft operating, improved pricing and the
      addition of new aircraft;

   -- Operating income of US$32.4 million increased by 71.2%
      over the fourth quarter of fiscal year 2006, primarily due
      to increases in revenue and gains on sales of aircraft,
      partially offset by higher maintenance and salary expense;

   -- Net income of US$27.4 million increased 54.0% versus net
      income for the fourth quarter of fiscal year 2006;

   -- Diluted earnings per share increased 21.3% to US$0.91
      compared to the fourth quarter of fiscal year 2006,
      primarily due to the higher level of operating income.
      Diluted earnings per share for the fourth quarter of
      fiscal year 2007 assumes the conversion of the company's
      Mandatory Convertible Preferred Stock, which adds
      Approximately 6.5 million shares to the weighted average
      diluted shares calculation for the fourth quarter of
      fiscal year 2007.

Capital and Liquidity:

   -- The March 31, 2007 consolidated balance sheet reflects
      US$871.7 million in stockholders' investment and US$259.1
      million of indebtedness, or 22.9% leverage;

   -- The company had US$184.2 million in cash and an undrawn
      US$100 million revolving credit facility;

   -- The company generated US$104.4 million in cash from
      operations and spent US$304.8 million on capital
      expenditures, primarily for aircraft, during the fiscal
      year ended March 31, 2007;

   -- Aircraft purchase commitments totaled US$331.6 million,
      with options totaling US$739.7 million as of
      March 31, 2007.

William E. Chiles, president and chief executive officer of
Bristow Group Inc., said, "We are very pleased with our latest
fiscal year and quarterly results.  This record performance is
the result of our strategic efforts over the past year to
improve our position, take advantage of expanding business
opportunities and to improve our financial performance.  I am
further encouraged that the Company is still at an early stage
of our growth plans, which call for an expansion of our fleet
capacity as well as improvements in margins and operating
efficiencies.  Based on continued robust demand for our services
and the limited supply of aircraft, we ordered additional large
aircraft during the fourth quarter of fiscal year 2007.  We
expect to realize the earnings power of our investments in these
and other new aircraft throughout fiscal 2008 and 2009, as we
place these new aircraft into service."

Headquartered in Houston, Texas, Bristow Group Inc. (NYSE:BRS)
-- http://www.bristowgroup.com/-- provides helicopter     
transportation services to the offshore oil and gas industry
worldwide.  Its services include helicopter transportation,
maintenance, search, and rescue and aviation support, as well as
oil and gas production management services.  The company
operates under the brand names of Air Logistics and Bristow
Helicopters for its helicopter services, and Grasso Production
Management for its production management services.  As of
March 31, 2006, the company operated 331 aircrafts and its
unconsolidated affiliates operated an additional 146 aircrafts.

The company has offices in Australia, China, India, Mexico, the
Netherlands, Singapore, Trinidad and Tobago, United Kingdom, and
the United States, among others.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 27, 2006,
Standard & Poor's Ratings Services assigned its 'B' rating to
the helicopter service company Bristow Group Inc.'s US$230
million 5.5% mandatory preferred convertible stock.  At
the same time, Standard & Poor's affirmed the 'BB' corporate
credit rating on the company.  S&P said the outlook is negative.




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


DAIMLERCHRYSLER: Cerberus Adds Chrysler to Form Giant Auto Biz
--------------------------------------------------------------
Cerberus Capital Management LP, the private equity firm buying
DaimlerChrysler AG's Chrysler Group, is assembling one of the
world's biggest automotive companies as it adds the carmaker to
holdings that include GMAC LLC, the former financing unit of
General Motors Corp., and the parent of the Alamo Rent-a-Car and
National Car Rental chains, Bloomberg News reports.

Cerberus has amassed a group of auto-related assets similar to
the ones GM and Ford Motor Co. owned before US$25 billion of
combined losses in 2005 and 2006 forced them to shed assets,
Bloomberg observes.  The absence of scrutiny from public
shareholders would permit the firm to reduce employee costs and
increase productivity before selling Chrysler at a profit.

           Acquisitions Mark Shift in Private Equity

According to the report, Cerberus led an investor group last
year that bought 51% of Detroit-based GMAC, which makes home and
auto loans.  The private-equity firm acquired bankrupt Vanguard
Car Rental Holdings LLC, the Tulsa, Oklahoma-based parent of
Alamo and National, in 2003 for US$290 million.  It paid US$147
million for GenCorp's GDX Automotive unit in 2004, after it lost
US$14 million in the first quarter.

Cerberus' focus on building another automotive giant from its
recent acquisitions is an important shift in the private-equity
industry, The Associated Press states, citing analysts as
saying.  It was common for private equity firms to manage a
portfolio of completely diverse companies before but these days,
many are forming their portfolio of companies around specific
sectors with a goal to become true industry players.

Cerberus is also part of a group that offered to invest US$3.4
billion in bankrupt auto-parts maker Delphi Corp, Bloomberg
relates.  Without giving a reason, Delphi said last month it
expects Cerberus to back out.

Bloomberg notes that Cerberus began showing interest in the
automobile industry in the 1990s, when it acquired stakes
including 5% in United Auto Inc., a New York-based auto
dealership chain.

              Cerberus -- in for the Long Haul

Cerberus Chairman John Snow said in an interview that the firm
"can put Chrysler on a sustainable path towards true
profitability.  We are able to take a longer view, we are able
to be patient."

"We don't buy with the intention to pursue an exit," Mr. Snow
told the AP in an interview.  "We buy with the intention, with
the clear intention, to help turn the company around, help it
achieve its potential."

                    About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:
DCX) -- 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's worldwide operations are located in: Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

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.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and
cut costs in the short term are being examined at all stages of
the value chain, in addition to structural changes being
reviewed as well.


DAIMLERCHRYSLER: Chrysler Breaks Ground on Marysville Axle Plant
----------------------------------------------------------------
DaimlerChrysler AG's Chrysler Group has broken ground on a
US$700 million axle plant in Marysville, Michigan, the unit's
first major investment since it was sold to Cerberus Capital
Management LP, Reuters states.

The TCR-Europe reported on April 19, 2007, that Chrysler would
boost the Michigan economy with an investment of US$1.78
billion, much of it to start a multi-product "Powertrain
Offensive."  The initiative will consist of:

   * US$730 million for a new plant in Trenton, Mich., to
     produce the "Phoenix" family of V-6 engines;

   * US$700 million in Marysville, Mich., to build a new axle
     plant;

   * US$300 million in the Sterling Heights (Mich.) Assembly
     Plant (SHAP) to expand its paint shop; and

   * US$50 million for retooling of Warren Truck Assembly Plant
     and Warren Stamping Plant for future product.

The US$1.78 billion Michigan program investment includes product
development costs and is part of the "Recovery and
Transformation Plan" that Mr. LaSorda announced on
Feb. 14, 2007.

The Chrysler restructuring plan is aimed at restoring the
company to profitability by 2008 and includes 13,000 job cuts
and the closure of an assembly plant dedicated to the slow-
selling Dodge Durango sport utility vehicle, Reuters says.

Chrysler said construction of the Marysville plant would begin
this summer and projects that the plant will employ 900 workers
when it reaches full volume in 2010 and produce 1.2 million
axles per year, Reuters relates.

"The investment in Marysville is a great start for the new
Chrysler Corporation," United Auto Workers Vice President
General Holiefield said in a statement.  "It shows that when we
work together, we can preserve good-paying manufacturing jobs in
the United States."

                    About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:
DCX) -- 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's worldwide operations are located in: Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

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.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and
cut costs in the short term are being examined at all stages of
the value chain, in addition to structural changes being
reviewed as well.


DAIMLERCHRYSLER AG: Shoulders US$1 Billion Chrysler Pension Risk
----------------------------------------------------------------
DaimlerChrysler AG has assumed extensive guarantees in the wake
of Chrysler Group's sale to Cerberus Capital Management LP, the
most significant of which is the US$1 billion risk it now
shoulders should the unit's pension plans be terminated before
an agreement with U.S. agency Pension Benefit Guaranty
Corporation expires in five years, a scenario that would come
into fruition in case of an insolvency, published reports claim.

The agency has said that Daimler and Cerberus made significant
financial commitments to boost Chrysler's pensions: Chrysler
will pay US$200 million more than legally required into pension
funds until 2012, The Financial Times reveals.  This will also
affect Daimler's figures, given that Daimler holds a 19.9
percent stake in Chrysler.  In mid-July discussions over payment
agreements, which expire in September, are due to begin, in
which pension funds and health insurance are key issues.

"We have said that with the closing of the transaction, the
topic of pension obligations is settled.  If there is something
coming, then we know what is coming," a Daimler spokesman said.  
The agreement was based on the agency's model, which calculates
risks in the event that the pension plans were terminated
immediately, Reuters relates, quoting the spokesman.

A federal corporation created under the Employee Retirement
Income Security Act of 1974, the PBGC monitors corporate
transactions that might jeopardize the financial security of
U.S. defined-benefit pension plans and arranges protection for
the plans and the pension insurance program, Reuters notes.  
PBGC receives no funds from general tax revenue but is financed
largely by insurance premiums paid by companies that sponsor
pension plans and by investment returns.

"I commend both Daimler and Cerberus on their willingness to
work with the PBGC to protect the retirement security of
Chrysler workers and retirees," PBGC Interim Director Vince
Snowbarger said in a recent statement.

                    About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:
DCX) -- 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's worldwide operations are located in: Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

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.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and
cut costs in the short term are being examined at all stages of
the value chain, in addition to structural changes being
reviewed as well.


PETROLEOS DE VENEZUELA: Acquires Eleval
---------------------------------------
A Venezuelan state-run oil company Petroleos de Venezuela SA
official told Business News Americas that the firm has acquired
power company Eleval from a group of investors for an
undisclosed amount.

As reported in the Troubled Company Reporter-Latin America on
May 17, 2007, the Venezuelan government notified private power
utility Eleval of Petroleos de Venezuela's plan to acquire it.  
Eleval told Ecuadorian regulators that it would cancel the
contract to run Categ, a utility in Guayaquil, Ecuador.  Eleval
was chosen to operate Categ during Ecuadorian President Alfredo
Palacio's administration, though officials under incumbent
President Rafael Correa had challenged the contract.  Eleval
said in a letter sent to the regulators that termination of the
contract could be negotiated between the governments of
Venezuela and Ecuador.

The official told BNamericas that Eleval President Gustavo
Gonzalez was in Caracas to meet with government officials to
finalize the acquisition.

The rest of the power sector is now owned by the government,
BNamericas states.

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

                        *     *     *

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


PETROLEOS DE VENEZUELA: Unit Increases NatGas Supplies in May
-------------------------------------------------------------
PDVSA Gas, Venezuelan state-owned oil company Petroleos de
Venezuela SA's natural gas unit, said in a statement that it has
increased natural gas supplies to the domestic market 78.5% in
May 2007, compared to May 2006, which could raise thermal
generation.

PDVSA Gas commented to Business News Americas, "The timely
delivery of this hydrocarbon boosts the nation's productive
sector, the electric industry, petrochemicals, steel making and
textiles, among others."

Petroleos de Venezuela is putting 2.51 billion cubic feet per
day of natural gas onto the domestic market, out of total output
of over seven billion cubic feet per day, BNamericas notes.  
Domestic supply in May last year was about 1.40 billion cubic
feet daily.

BNamericas relates that PDVSA Gas produces about 90% of the gas
used in Venezuela, which sits on over 152 trillion cubic feet
per day.  The nation is one of the world's largest natural gas
reserves.  However, inadequate exploration and production led to
a net deficit of about 700 million cubic feet per day.

Official estimates indicate that Venezuela will need another
year to solve the gas deficit and at least five before it could
begin gas exports, BNamericas states.

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

                        *     *     *

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


                         ***********


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
de los Santos, and Christian Toledo, Editors.

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

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

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

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


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