TCRLA_Public/070525.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

            Friday, May 25, 2007, Vol. 8, Issue 103

                          Headlines

A R G E N T I N A

ASOCIACION MEDICA: Trustee Verifies Proofs of Claim Until July 6
DISTRIBUIDORA INTERPROVINCIAL: Claims Validation Ends on June 5
EASTMAN KODAK: Inks Cross License Agreement with Chi Mei
FIRST LINE: Trustee To File Individual Reports on Aug. 28
JLJ SA: Trustee To File Individual Reports in Court on Sept. 3

RODRIGO RUIZ: Trustee To File Individual Reports on July 5
YPF SA: Repsol Gets Few Bids for 25% Stake in Argentine Unit

* ARGENTINA: Cordial Microfinanzas to Promote Fin'l Independence
* ARGENTINA: President To Conduct Corruption Probe at Enargas

B A H A M A S

COMPLETE RETREATS: Preferred Files March 2007 Operating Report
COMPLETE RETREATS: Legendary Files March 2007 Operating Report
COMPLETE RETREATS: Distinctive Files March 2007 Operating Report

B E R M U D A

FIRST SHIP: Sets Final General Meeting for July 2
FOSTER WHEELER: Appoints Scott Lamb as VP-Investor Relations
REFCO INC: Plan Administrators Want Bar Date Extended to June 29
REFCO INC: Plan Administrators Want Removal Period Extended
SCOTTISH RE: EVP Hugh McCormick to Return to Private Practice

B O L I V I A

PETROLEO BRASILEIRO: Will Ink Plant Sale Pact with Bolivian Firm

* BOLIVIA: Will Ink Plant Sale Pact with Petroleo Brasileiro

B R A Z I L

AMERICAN AIRLINES: S&P Junks Rating on US$125MM Refunding Bonds
AMERICAN TOWER: Fitch Puts BB+ Rating on US$1.25 Bil. Sr. Notes
AMERICAN TOWER: S&P Rates US$1.25 Billion Facility at BB+
BANCO MERCANTIL: S&P Rates US$100 Million Senior Notes at B
BANCO NACIONAL: Approves BRL350-Mil. Loan for Transmission Line

BANCO NACIONAL: Okays BRL48.3-Million Loan to Copasa
FORD MOTOR: Europe Unit Eyes 5.4 Percent Sales Growth in 2007
HAYES LEMMERZ: Rights Offering Expires; 3.2MM Shares to be Paid
NORTHWEST AIR: S&P to Put B+ Rating Upon Bankruptcy Emergence
NOVELL INC: Completes Independent Stock-Based Payment Review

TOWER AUTOMOTIVE: Wants Court Nod on Kemper Settlement Pact

C A Y M A N   I S L A N D S

HANTEC SUPERFX: Will Hold Final Shareholders Meeting on July 4
KENTAVROS CAPITAL: Sets Final Shareholders Meeting for June 22
MC & CIE: Will Hold Final Shareholders Meeting on July 16
MC & CIE: Proofs of Claim Must be Filed by July 16
NEMO INT'L: Sets Final Shareholders Meeting for June 29

PARMALAT SPA: Earns EUR111.1 Million for First Quarter 2007

C H I L E

QUANTUM CORP: Posts US$20.3 Mil. Net Loss in Qtr. Ended March 31

C O L O M B I A

ECOPETROL: Will Boost Planned Investment at Cartegena Refinery
PETROLEO BRASILEIRO: In Talks with Glencor for Refineria Stake
SOLUTIA INC: PR on Plan Misled Shareholders, Judge Beatty Says

* COLOMBIA: HSBC Eyes Expansion in Nation, Report Says

C O S T A   R I C A

PAYLESS SHOESOURCE: Stride Rite Deal Cues S&P's Neg. Watch

C U B A

* CUBA: Expects Up to US$150 Mil. Deal in U.S. Farm Goods

D O M I N I C A N   R E P U B L I C

AES CORP: Net Income Declines to US$51 Million in Fourth Quarter

E C U A D O R

* ECUADOR: To Hold Equal Stake in Bank of the South

E L   S A L V A D O R

HERBALIFE LTD: Hires Adriana Mendizabal as Senior VP-Mexico Area

G U A T E M A L A

SPECTRUM BRANDS: Kent Hussey to Replace David Jones as CEO

G U Y A N A

DIGICEL LTD: Calls for Liberalization of Fixed Line Sector

J A M A I C A

AIR JAMAICA: Allegedly Sells London Air Space to Virgin Atlantic
DIGICEL GROUP: Jamaican Subscriber Base Increase by 100,000
NATIONAL COMMERCIAL: Unit Will Seek To Raise Additional Capital

M E X I C O

AMERICAN AXLE: Paying US$0.15 Per Share Dividend on June 28
CINRAM INTERNATIONAL: First Quarter Earnings Down to US$7.2 Mil.
ENERSYS INC: Will Restructure Certain European Operations
FEDERAL-MOGUL: Anderson Memorial Can Vote on Plan Until May 31
FEDERAL-MOGUL: Claimants Has Until May 31 to Vote on Plan

FORMICA CORP: Fletcher Building to Buy Company for US$700 Mil.
FORMICA CORP: Moody's May Downgrade Low B Ratings After Review
GRUPO IUSACELL: Keeping Separate Commercial Brand from Unefon
INFOR GLOBAL: To Acquire Workbrain for US$227 Mil. by June 2007
INFOR GLOBAL: Agrees to Acquire Hansen Information Technologies

SATELITES MEXICANO: Telmex May Submit Bid to Acquire Company
SPECIALIZED TECH: High Leverage Cues S&P's B Credit Rating
TRIMAS CORP: Completed IPO Cues S&P to Lift Ratings

P A R A G U A Y

* PARAGUAY: To Hold Equal Stake in Bank of the South

P U E R T O   R I C O

FOOT LOCKER: Reports US$17 Mil. Net Income in Qtr. Ended May 5
SEARS HOLDINGS: Selects MPG as Media Planning & Buying Agency

V E N E Z U E L A

CITGO PETROLEUM: Worker Testifies on Clean Air Act Lawsuit
PETROLEOS DE VENEZUELA: JV To Produce 2K Barrels of Oil Daily
PETROLEOS DE VENEZUELA: Paying Private Partners for 2006 Output

* VENEZUELA: To Hold Equal Stake in Bank of the South


                          - - - - -


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


ASOCIACION MEDICA: Trustee Verifies Proofs of Claim Until July 6
----------------------------------------------------------------
Viviana Judith Feldman, the court-appointed trustee for
Asociacion Medica de Lomas de Zamora S.A.'s reorganization
proceeding, verifies creditors' proofs of claim until
July 6, 2007.

The National Commercial Court of First Instance in Lomas de
Zamora, Buenos Aires, approved a petition for reorganization
filed by Asociacion Medica, according to a report from Argentine
daily Infobae.

Ms. Feldman will present the validated claims in court as
individual reports on Sept. 14, 2007.  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 Asociacion Medica 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 Asociacion Medica's
accounting and banking records will be submitted in court on
Oct. 26, 2007.

The debtor can be reached at:

         Asociacion Medica de Lomas de Zamora S.A.
         Avenida Hipolito Yrigoyen 8439, Lomas de Zamora
         Buenos Aires, Argentina

The trustee can be reached at:

         Viviana Judith Feldman
         Saavedra 497, Lomas de Zamora
         Buenos Aires, Argentina


DISTRIBUIDORA INTERPROVINCIAL: Claims Validation Ends on June 5
---------------------------------------------------------------
Hugo Edgardo Borgert, the court-appointed trustee for
Distribuidora Interprovincial S.A.'s bankruptcy proceeding,
verifies creditors' proofs of claim until June 5, 2007.

Mr. Borgert will present the validated claims in court as
individual reports on July 18, 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 Distribuidora Interprovincial 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 Distribuidora
Interprovincial's accounting and banking records will be
submitted in court on Sept. 19, 2007.

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

The trustee can be reached at:

          Hugo Edgardo Borgert
          Montevideo 665
          Buenos Aires, Argentina


EASTMAN KODAK: Inks Cross License Agreement with Chi Mei
--------------------------------------------------------
Eastman Kodak Company has entered a cross licensing agreement
with Chi Mei Optoelectronics and Chi Mei EL of Taiwan.  CMEL
plans to incorporate Kodak's active matrix OLED display
technology in small panel, mobile displays.

"This agreement between Kodak, CMO and CMEL validates that the
active matrix OLED industry continues to gain substantial
momentum, and is the future for brilliant displays," said Mary
Jane Hellyar, President, Kodak Display Business, and Senior Vice
President, Eastman Kodak Company.  "Kodak has much to offer in
the active matrix OLED space in intellectual property, low-cost
strategic manufacturing know-how, and world class performing
materials for OLED products."

The license, which is royalty bearing to Kodak, enables CMEL to
use Kodak technology for active matrix OLED modules in a variety
of small to medium size display applications such as mobile
phones, digital cameras and portable media players.  The
agreement also enables CMEL to purchase Kodak's patented OLED
materials for use in manufacturing displays. Financial terms of
the agreement were not disclosed.

Organic light emitting diode displays offer a bright, full-
motion image display that is viewable from a very wide angle.  
The displays contain special organic thin-film materials that
emit light when stimulated by an electrical charge.  Recent
advances now enable OLED displays to emit light across the full
color spectrum of common NTSC or sRGB digital standards.  
Benefits over conventional display technologies include higher
contrast, fast response time that can deliver blur-free video
motion, industry-leading (180-degree) viewing angle, thinner
design for better ergonomics, and potentially lower
manufacturing costs.

Pioneered by Kodak in the late 1980s, OLED technology and its
practical applications have generated more than 1,800 issued and
pending Kodak patents worldwide.

                        About Chi Mei EL

Chi Mei EL Corporation, a subsidiary of Chi Mei Optoelectronics,
headquartered at the Southern Taiwan Science Park, Taiwan, is a
manufacturer of organic light-emitting diode (OLED) display
products.  Using its own mature product development capabilities
and advanced OLED process technology, as well as leveraging the
unique strengths of its parent CMO, CMEL is able to efficiently
mass produce state-of-the-art OLED products for a wide range of
applications.

                          About Chi Mei

Chi Mei Optoelectronics, headquartered at the Southern Taiwan
Science Park, Taiwan, is a worldwide manufacturer of TFT-LCD
display products.  CMO was founded in 1998 and seeks to combine
superior TFT-LCD technology with cost-effective expansion to
serve a global, diversified customer base.  Its key products
include large-size TFT-LCD panels for notebooks, desktop
monitors, and TV applications.  The company has 25,000 employees
worldwide and is listed on the Taiwan Stock Exchange.  In 2006,
CMO shipped 33.2-million TFT-LCD's and had revenues of US$5.8
billion.

                        About Eastman Kodak

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

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 18, 2007, Fitch Ratings has upgraded Eastman Kodak Company's
senior unsecured debt to 'B/RR4' from 'B-/RR5' due to improved
recovery prospects following the company's redemption on May 3,
2007, of a US$1.15 billion secured term loan funded with a
portion of the proceeds from the sale of its Health Group to
Onex Healthcare Holdings, Inc., for US$2.35 billion on April 30,
2007.

In addition, Fitch has affirmed these Kodak ratings:

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


FIRST LINE: Trustee To File Individual Reports on Aug. 28
---------------------------------------------------------
Eva Malvina Gorsd, the court-appointed trustee for First Line
S.R.L.'s bankruptcy proceeding, will present creditors'
validated claims as individual reports in the National
Commercial Court of First Instance in Buenos Aires on
Aug. 28, 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 First Line 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
May 10, 2007, Ms. Gords verifies creditors' proofs of claim
until July 3, 2007.

Ms. Gorsd will also submit to court a general report containing
an audit of First Line's accounting and banking records on
Oct. 9, 2007.

The debtor can be reached at:

          First Line SRL
          Dorrego 1639
          Buenos Aires, Argentina

The trustee can be reached at:

          Eva Gords
          Callao 1121
          Buenos Aires, Argentina


JLJ SA: Trustee To File Individual Reports in Court on Sept. 3
--------------------------------------------------------------
Alberto Jose Buceta, the court-appointed trustee for J.L.J.
S.A.'s bankruptcy proceeding, will present creditors' validated
claims as individual reports in the National Commercial Court of
First Instance in Buenos Aires on Sept. 3, 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 J.L.J. 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
May 11, 2007, Mr. Buceta verifies creditors' proofs of claim
until July 5, 2007.

Mr. Buceta will also submit to court a general report containing
an audit of J.L.J.'s accounting and banking records on
Oct. 16, 2007.

The debtor can be reached at:

          J.L.J. SA
          Bahia Blanca 2510
          Buenos Aires, Argentina

The trustee can be reached at:

          Alberto Buceta
          Avenida Rivadavia 1342
          Buenos Aires, Argentina


RODRIGO RUIZ: Trustee To File Individual Reports on July 5
----------------------------------------------------------
Gustavo Ariel Fiszman, the court-appointed trustee for Rodrigo
Ruiz Alcazar S.R.L's bankruptcy proceeding, will present
creditors' validated claims as individual reports in the
National Commercial Court of First Instance in General San
Martin, Buenos Aires, on July 5, 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 Rodrigo Ruiz Alcazar and its creditors.

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

Mr. Fiszman verified creditors' proofs of claim until
May 21, 2007.

Mr. Fiszman will also submit to court a general report
containing an audit of Rodrigo Ruiz Alcazar's accounting and
banking records on Sept. 4, 2007.

The debtor can be reached at:

          Rodrigo Ruiz Alcazar S.R.L
          Mendoza 4050, Puesto 93
          Caseros, Partido de Tres de Febrero
          Buenos Aires, Argentina

The trustee can be reached at:

          Gustavo Ariel Fiszman
          Avenida 101, Numero. 1753
          Casillero M 1398, General San Martin
          Buenos Aires, Argentina


YPF SA: Repsol Gets Few Bids for 25% Stake in Argentine Unit
------------------------------------------------------------
Bidders for a 25% stake in YPF SA are few, though the market is
likely to favor on parent firm Repsol's plan to lessen its
exposure to Latin America, Reuters reports.

According to Reuters, Repsol acquired YPF for US$15 billion when
it was privatized by the Argentine government in 1999.  

The acquisition was expected to transform Repsol into a major
producer, Reuters relates.  However, an economic crisis came to
Argentina and Repsol is now faced with:

          -- declining output,
          -- high taxes, and
          -- downstream gasoline prices that are capped and are
             unlikely to change before Argentina's elections in
             October.

Reuters notes that Repsol has been left seeking for a solution
and its first idea was to launch a public offer of up to 20% of
YPF's shares.  

The group was also seeking for a private partner to take a stake
of up to 25%, possibly worth US$4 billion, Reuters says, citing
Repsol Chairperson Antonio Brufau.

A European bank oil sector analyst commented to Reuters, "I
think the market welcomes this move because Repsol needs to
reduce its exposure to Latin America."

Reuters relates that there was a rumor that Repsol might
complete a takeover of Spain's Gas Natural in which it already
holds almost 31%.   However, some analysts aren't interested on
that deal, saying that Repsol should focus on getting its Latin
American exposure right.

Citigroup oil analyst David Thomas said in a note to customers,
"We hold that Repsol's management should resist a Gas Natural
merger, and focus instead on finding a palatable solution to the
Latam issues, ultimately via a graceful exit."

The analysts told Reuters that an initial public offering of 20%
added to a 25% sale would bring Repsol in a better position.

Reuters explains that with 55%, Repsol would maintain control
and keep YPF consolidated in its accounts.  However, it would
decrease its exposure to Latin American fiscal and political
risks.

According to the report, Mr. Brufau's announcement that he was
seeking for a private partner complicated the search for
potential buyers, because until then the Argentine state-owned
oil firm Enarsa seemed be the favorite in winning the 25% stake.  
This would bring Repsol closer to the Argentine government,
which some think would be an advantage.

Buenos Aires SBS brokerage chief economist Francisco Prack told
Reuters, "The natural candidate was the state through Enarsa.  
The fact that Brufau said (they were looking for) a private
company -- that was news -- and we are seeing several names
mentioned."

A US bank analyst commented to Reuters, "I don't see Enarsa as a
candidate because it would send the wrong signals to the
investor community."

An oil analyst commented to Reuters, "The 25% stake could cost
around US$4 billion.  That's a significant chunk of money and
it's possible that a kind of consortium would be got together."

Energy firms, banking groups and industrial firms mentioned in
Argentine reports are not likely to have the financial resources
to purchase the stake, Reuters says, citing Mr. Prack.

The report says that those mentioned in the press include
Quilmes brewery's former owner Carlos Miguens.  However, sources
denied interest, as did Pampa Holding -- a power group that has
generating plants and distribution firms.  Another name
mentioned was the Werthein family -- which owns a large stake in
Telecom Argentina and also has financial sector firms -- and the
banks Macro and Banco de Santa Cruz.  Bridas Corp was also
thought of as a possible investor in Repsol, especially because
its controllers Carlos and Alejandro Bulgheroni are close to the
government.  Bridas may be restricted by its Pan American Energy
joint venture with BP.

An analyst commented to Reuters, "Whoever takes this stake will
have to have the blessing of the Argentine government."

Reuters notes that analysts say the initial public offering of
the deal is not likely to happen before Argentine elections in
October.

An analyst told Reuters, "With (President Nestor) Kirchner back
in power, some respite might be expected on prices in Argentina
and Repsol would be in a position to maximize the price it might
get for YPF."

                        About Repsol

Repsol YPF, S.A. is an integrated oil and gas company engaged in
all aspects of the petroleum business, including exploration,
development and production of crude oil and natural gas,
transportation of petroleum products, liquefied petroleum gas
and natural gas, petroleum refining, petrochemical production
and marketing of petroleum products, petroleum derivatives,
petrochemicals and natural gas.  The company operates in four
segments: Exploration and Production, Refining and Marketing,
Chemicals, and Gas and Electricity.

                         About YPF SA

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

                        *     *     *

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

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

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

          -- Ba2 foreign currency senior unsecured rating;

Moody's said the outlook is negative.


* ARGENTINA: Cordial Microfinanzas to Promote Fin'l Independence
----------------------------------------------------------------
The Inter-American Development Bank's Multilateral Investment
Fund has approved a US$4 million loan and a US$815,000 technical
cooperation grant to Cordial Microfinanzas S.A. for a program to
promote financial democracy in Argentina.

"Cordial will offer microfinance products and services in urban
areas where middle and low- income formal and informal
microentrepreneurs are well represented, so that they can
develop their business through products tailored to their
needs," said IDB Team Leader Susana Garcia Robles.  "The program
will also facilitate Cordial's access to stable sources of long-
term financing so that it can consolidate and grow rapidly,
reaching more than 15,000 clients in two years."

Cordial Microfinanzas S.A. is a new institution that opened its
doors in Greater Buenos Aires in February 2007 and operates as a
business corporation.  It plans to open as many as 30 branches
over the next three years with a loan portfolio exceeding US$30
million by 2010 with MIF funding.

"Cordial belongs to a major financial group in Argentina, Grupo
Supervielle, that has decided to begin downscaling to serve the
country's low-income population," added Mr. Robles.  "The
project expects to improve the socioeconomic condition of
Argentine microentrepreneurs and their families, who lack access
to formal financing."

MIF, an autonomous fund administered by the IDB, supports
private sector development in Latin America and the Caribbean,
focusing on microenterprise and small business.

The IDB loan is for a six-year term at an interest rate of Libor
plus 300 basis points. Repayment of principal will take place on
the fifth and sixth year.  For the technical cooperation grant
Cordial Microfinanzas S.A. will provide US$1,320,000 counterpart
funding.

                        *     *     *

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


* ARGENTINA: President To Conduct Corruption Probe at Enargas
-------------------------------------------------------------
A statement posted on the Argentine presidential Web site says
that President Nestor Kirchner has signed a decree that will let
him investigate natural gas regulator Enargas on alleged
corruption at the firm.

Business News Americas relates that the move resulted from the
firing of Enargas head Fulvio Madaro last week over corruption
accusations.

Through the decree, President Kirchner named his deputy cabinet
chief Juan Carlos Pezoa as Enargas' supervisor for 180 days.  
The period could be extended, BNamericas notes.

Meanwhile, the Argentine judicial system is conducting a probe
on a local unit of Sweden's Skanska over alleged irregularities
in a 2005 pipeline expansion project.  Skanska has dismissed
workers at its Argentine subsidiary after an internal probe on
the corruption allegations, BNamericas states.

                        *     *     *

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: Preferred Files March 2007 Operating Report
--------------------------------------------------------------

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

                              ASSETS

Unrestricted Cash                                    US$219,925
Restricted Cash                                         326,530
                                                 --------------
Total Cash                                              546,455

Accounts Receivable (Net)                               755,449
Inventory                                             2,056,975
Notes Receivable                                        142,704
Prepaid Expenses                                      2,938,436
Other                                                 1,023,169
                                                 --------------
Total Current Assets                                  6,916,732

Property, Plant & Equipment                           9,060,515
Less: Accumulated Depreciation/Depletion             (3,387,345)
                                                 --------------
Net Property, Plant & Equipment                       5,673,170

Due from Insiders                                     2,222,941
Other Assets - Net of Amortization                        1,555
Other                                               100,553,642
                                                 --------------
Total Assets                                     US$115,914,496

                   LIABILITIES & OWNERS' EQUITY

Postpetition Liabilities
   Accounts Payable                               US$11,574,494
   Taxes Payable                                              -
   Notes Payable                                     75,009,390
   Professional Fees                                          -
   Secured Debt                                               -
   Other                                              8,131,861
                                                 --------------
Total Postpetition Liabilities                       94,715,746

Prepetition Liabilities
   Secured Debt                                          43,411
   Priority Debt                                              -
   Unsecured Debt                                    11,983,920
   Other                                            126,713,227
                                                 --------------
Total Prepetition Liabilities                       138,740,559
                                                 --------------
Total Liabilities                                   233,456,305

Equity
   Prepetition Owners' Equity                       (90,524,986)
   Postpetition Cumulative Profit or Loss           (31,016,823)
   Cash funded from UR LLC in excess of P&L losses    4,000,000
                                                 --------------
Total Equity                                       (117,541,809)
                                                 --------------
Total Liabilities & Owners' Equity               US$115,914,496

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

Revenues
   Gross Revenues                                     (US$9,039)
   Less: Returns & Discounts                             (1,000)
                                                 --------------
Net Revenue                                             (10,039)

Cost of Goods Sold
   Material                                             (14,055)
   Direct Labor                                               -
   Direct Overhead                                       84,110
                                                 --------------
Total Cost of Goods Sold                                 70,055
                                                 --------------
Gross Profit                                            (80,094)

Operating Expenses
   Officer/Insider Compensation                               -
   Selling & Marketing                                    2,290
   General Administration                               102,077
   Rent & Lease                                           9,910
   Other                                                310,137
                                                 --------------
Total Operating Expenses                                424,415
                                                 --------------
Income Before Non-Operating Income & Expenses          (504,509)

Other Income & Expenses
   Non-operating Income                                       -
   Non-operating Expense                                      -
   Interest Expense                                           -
   Depreciation/Depletion                                57,536
   Amortization                                               -
   Other                                               (118,132)
                                                 --------------
Net Other Income & Expenses                             (60,596)

Reorganization Expenses
   Professional Fees                                   (340,497)
   U.S. Trustee Fees                                          -
   Other                                                      5
                                                 --------------
Total Reorganization Expenses                          (340,492)
                                                 --------------
Income Tax                                                    -
                                                 --------------
Net Profit (Loss)                                  (US$103,420)

Preferred Retreats had approximately US$3,000,000 on hand as of
March 31, 2007.

Preferred Retreats obtained approximately US$5,900,000 in
immediately available cash for the period from March 1 to
March 31 from accounts receivables, asset sales and certain
loans.  During the same period, the company spent approximately
US$2,800,000 for its daily business operations, and paid
approximately US$14,000 on reorganization fees, including
fees for the U.S. Trustee and the company's bankruptcy
professionals.

Preferred Retreats filed with the Court an illegible copy of the
Debtors' consolidated cash receipts and disbursements for the
period March 1 to March 31 a full-text copy of which is
available at no charge at:

          http://researcharchives.com/t/s?1e02  

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: Legendary Files March 2007 Operating Report
--------------------------------------------------------------

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

                              ASSETS

Unrestricted Cash                                      US$8,375
Restricted Cash                                               -
                                                 --------------
Total Cash                                                8,375

Accounts Receivable (Net)                                     -
Inventory                                                     -
Notes Receivable                                      1,610,000
Prepaid Expenses                                         74,040
Other                                                   110,000
                                                 --------------
Total Current Assets                                  1,794,040

Property, Plant & Equipment                              26,936
Less: Accumulated Depreciation/Depletion                      -
                                                 --------------
Net Property, Plant & Equipment                          26,936

Due from Insiders                                             -
Other Assets - Net of Amortization                            -
Other                                                17,787,456
                                                 --------------
Total Assets                                      US$19,616,806

                   LIABILITIES & OWNERS' EQUITY

Postpetition Liabilities
   Accounts Payable                                           -
   Taxes Payable                                              -
   Notes Payable                                      US$11,366
   Professional Fees                                          -
   Secured Debt                                               -
   Other                                                      -
                                                 --------------
Total Postpetition Liabilities                           11,366

Prepetition Liabilities
   Secured Debt                                               -
   Priority Debt                                              -
   Unsecured Debt                                       482,432
   Other                                              3,887,743
                                                 --------------
Total Prepetition Liabilities                         4,370,176
                                                 --------------
Total Liabilities                                     4,381,541

Equity
   Prepetition Owners' Equity                        15,300,377
   Postpetition Cumulative Profit or Loss               (65,112)
   Cash funded from UR LLC in excess of P&L losses            -
                                                 --------------
Total Equity                                         15,235,265
                                                 --------------
Total Liabilities & Owners' Equity                US$19,616,806

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

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

Cost of Goods Sold
   Material                                                   -
   Direct Labor                                               -
   Direct Overhead                                     (US$686)
                                                 --------------
Total Cost of Goods Sold                                  (686)
                                                 --------------
Gross Profit                                               686

Operating Expenses
   Officer/Insider Compensation                               -
   Selling & Marketing                                        -
   General Administration                                     -
   Rent & Lease                                               -
   Other                                                    130
                                                 --------------
Total Operating Expenses                                    130
                                                 --------------
Income Before Non-Operating Income & Expenses               557

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                                 -
                                                 --------------
Income Tax                                                    -
                                                 --------------
Net Profit (Loss)                                        US$557

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: Distinctive Files March 2007 Operating Report
----------------------------------------------------------------

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

                              ASSETS

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

Accounts Receivable (Net)                                     -
Inventory                                             US$50,831
Notes Receivable                                        448,000
Prepaid Expenses                                        198,555
Other                                                         -
                                                 --------------
Total Current Assets                                    697,386

Property, Plant & Equipment                         104,613,316
Less: Accumulated Depreciation/Depletion             (3,598,186)
                                                 --------------
Net Property, Plant & Equipment                     101,015,130

Due from Insiders                                             -
Other Assets - Net of Amortization                      485,000
Other                                               117,093,266
                                                 --------------
Total Assets                                     US$219,290,782

                   LIABILITIES & OWNERS' EQUITY

Postpetition Liabilities
   Accounts Payable                                           -
   Taxes Payable                                              -
   Notes Payable                                              -
   Professional Fees                                          -
   Secured Debt                                               -
   Other                                          US$37,533,438
                                                 --------------
Total Postpetition Liabilities                       37,533,438

Prepetition Liabilities
   Secured Debt                                         452,027
   Priority Debt                                              -
   Unsecured Debt                                    30,713,743
   Other                                             16,851,100
                                                 --------------
Total Prepetition Liabilities                        48,016,870
                                                 --------------
Total Liabilities                                    85,550,308

Equity
   Prepetition Owners' Equity                       133,882,810
   Postpetition Cumulative Profit or Loss              (142,337)
   Cash funded from UR LLC in excess of P&L losses            -
                                                 --------------
Total Equity                                        133,740,473
                                                 --------------
Total Liabilities & Owners' Equity               US$219,290,781

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

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

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                                      -
                                                 --------------
Income Before Non-Operating Income & Expenses                 -

Other Income & Expenses
   Non-operating Income                                       -
   Non-operating Expense                                      -
   Interest Expense                                           -
   Depreciation/Depletion                             US$76,595
   Amortization                                               -
   Other                                                      -
                                                 --------------
Net Other Income & Expenses                              76,595

Reorganization Expenses
   Professional Fees                                          -
   U.S. Trustee Fees                                          -
   Other                                                      -
                                                 --------------
Total Reorganization Expenses                                 -
                                                 --------------
Income Tax                                                    -
                                                 --------------
Net Profit (Loss)                                   (US$76,595)

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


FIRST SHIP: Sets Final General Meeting for July 2
-------------------------------------------------
First Ship Lease Ltd.'s final general meeting is scheduled on
July 2, 2007, at 10:00 a.m., at:

         Thistle House, 4 Burnaby Street
         Hamilton, Bermuda

The purpose of the meeting is for shareholders to:

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

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

     -- by resolution dissolving the company.

The liquidators can be reached at:

             Cheong Chee Tham
             Peter Martin
             Thistle House, 4 Burnaby Street
             Hamilton, Bermuda


FOSTER WHEELER: Appoints Scott Lamb as VP-Investor Relations
------------------------------------------------------------
(BUSINESS WIRE)

Foster Wheeler Ltd.'s board of directors has elected W. Scott
Lamb to the position of vice president, investor relations,
effective June 4, 2007.  Mr. Lamb will succeed Kevin Hagan, who
will take up the position of vice president and treasurer of
Foster Wheeler Inc. to further strengthen the Company's treasury
team.  Mr. Lamb will report to John T. La Duc, executive vice
president and chief financial officer.

"This is a transformed company, delivering record-breaking
earnings and with a market capitalization approaching US$7
billion.  We firmly believe that Scott is the right person to
take our investor relations function to another level," said
Raymond J. Milchovich, chairman and chief executive officer.  
"Scott worked very closely with John and me for a number of
years at Kaiser Aluminum Corporation in the position of vice
president of investor relations and corporate communications.  
He is a highly talented and very experienced investor relations
professional, who will be a tremendous asset to the company as a
member of its senior management team."

Mr. Lamb, 52, was previously vice president of investor
relations for Coeur d'Alene Mines Corporation, a position he
held for approximately two years.  Previously, he worked for
Kaiser Aluminum Corporation for approximately 14 years where he
served as Kaiser's vice president of investor relations and
corporate communications.  Prior to joining Kaiser, Mr. Lamb
held positions in financial, corporate, and marketing
communications with Boise Cascade Corporation and Datapoint
Corporation.

Mr. Lamb is a member of the National Investor Relations
Institute and completed the NIRI Investor Relations program at
the University of Michigan.  He holds a master's degree from the
University of Houston and a bachelor's degree from Weber State
University. He is also a member of the National Advisory Council
at Weber State University.

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

                        *     *     *

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

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


REFCO INC: Plan Administrators Want Bar Date Extended to June 29
----------------------------------------------------------------
The Plan Administrators for Refco Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Southern District of New
York to further extend the Administrative Claims Objection
Deadline through and including June 29, 2007.

When Refco, its affiliates, including Refco Capital Markets,
Ltd., filed for bankruptcy, about 210 administrative claims were
asserted.

To date, roughly 15 of those claims have not been objected to or
resolved by RJM, LLC, the duly appointed Plan Administrator of
the Reorganized Debtors' Chapter 11 cases, and Marc S.
Kirschner, as Plan Administrator of the RCM estate.

The Plan Administrators state that by virtue of filing their
request, the Administrative Claims Objection Deadline is
automatically extended until entry of an order approving or
denying the extension.

The Plan Administrators assert that an extension of the  
Administrative Claims Objection Deadline is appropriate to
complete the administrative claims reconciliation process and to
help ensure that all non-meritorious administrative claims are
appropriately challenged.

Furthermore, the Plan Administrators believe that the extension
is particularly important to ensure that no unwarranted
administrative expense claims are allowed simply by virtue of
the passage of time.  Allowed administrative expense claims are
required to be paid in full under the Plan, and, thus have a
greater relative impact upon recoveries to prepetition unsecured
creditors, who are expected to receive only a fraction of the
allowed amounts of their claims.

The Court will convene a hearing on June 6, 2007, to rule on the
Plan Administrators' request.

Headquartered in New York, Refco Inc. -- http://www.refco.com/  
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2007.  (Refco Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/   
or 215/945-7000)


REFCO INC: Plan Administrators Want Removal Period Extended
-----------------------------------------------------------
The Plan Administrators ask the U.S. Bankruptcy Court for the
Southern District of New York to extend until Aug. 14, 2007, the
period within which Refco, Inc., and its affiliates may file
notices of removal with respect to pending actions pursuant to
Rule 9027(a)(2) of the Federal Rules of Bankruptcy Procedure.

Jared R. Clark, Esq., at Bingham McCutchen LLP, in New York,
relates that as of the Petition Date, the Debtors were  
plaintiffs in 37 actions and proceedings in a variety of state
and federal courts throughout the country.

Since the Reorganized Debtors have continued to focus primarily
on winding down their businesses, administering claims and
implementing their confirmed Chapter 11 Plan, the Debtors have
not reviewed all the Actions to determine whether any of them
should be removed, Mr. Clark states.

Mr. Clark asserts that extension of the Removal Period will
afford the Debtors a sufficient opportunity to assess whether  
the Actions can and should be removed, hence, protecting the
Debtors' valuable right to adjudicate lawsuits under Section  
1452 of the Judiciary and Judicial Procedure Code.

The Court will convene a hearing on June 6, 2007, to rule on the
Plan Administrators' request.

Headquartered in New York, Refco Inc. -- http://www.refco.com/  
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2007.  (Refco Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/   
or 215/945-7000)


SCOTTISH RE: EVP Hugh McCormick to Return to Private Practice
-------------------------------------------------------------
Scottish Re Group Limited disclosed that Hugh T. McCormick,
Executive Vice President of Corporate Development, will be
leaving Scottish Re in June to return to the New York law office
of LeBoeuf, Lamb, Greene & MacRae, L.L.P., where he will resume
his long-standing role as a legal advisor to Scottish Re.

"Since joining Scottish Re in 2005, Hugh has been an important
part of the Scottish Re team making significant contributions to
the company's capital market initiatives and with regulatory
matters," said Paul Goldean, Chief Executive Officer of Scottish
Re Group Limited.  "We wish him continued success after his
return to public practice."

Mr. McCormick added, "It has been a pleasure working at Scottish
Re and I look forward to maintaining both the personal and
professional relationships with my colleagues at Scottish Re."

Prior to joining Scottish Re, Mr. McCormick was a partner in the
New York office of LeBoeuf, Lamb, Greene & MacRae L.L.P. where
he advised Scottish Re and other domestic and foreign insurance
and reinsurance companies on tax, regulatory and corporate
matters arising in connection with mergers and acquisitions,
demutualizations, reinsurance transactions and insurance
products.

From 1977 to 1981 he was an attorney-advisor with the
Interpretative Division of the Office of Chief Counsel of the
Internal Revenue Service.

                        About Scottish Re

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

                        *    *    *

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

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

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

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
Nov. 29, 2006, Moody's Investors Service disclosed that it
continues to review the ratings of Scottish Re Group Ltd. with
direction uncertain following the announcement by the company
that it has entered into an agreement to sell a majority stake
to MassMutual Capital Partners LLC, a member of the MassMutual
Financial Group and Cerberus Capital Management, L.P., a private
investment firm.

Moody's said the continuing review affects the debt rating of
Scottish Re (senior unsecured at Ba3), as well as the Baa3
insurance financial strength ratings of the company's core
insurance subsidiaries, Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (U.S.), Inc.  The
uncertain direction of the review indicates the possibility that
Scottish Re's ratings could be upgraded, downgraded, or
confirmed depending on future developments at Scottish Re.

These ratings continue on review with direction uncertain:

   Scottish Re Group Limited

   -- senior unsecured debt of Ba3;

   -- senior unsecured shelf of (P)Ba3; subordinate shelf of
      (P)B1;

   -- junior subordinate shelf of (P)B1;

   -- preferred stock of B2; and

   -- preferred stock shelf of (P)B2.

   Scottish Holdings Statutory Trust II

   -- preferred stock shelf of (P)B1

   Scottish Holdings Statutory Trust III

   -- preferred stock shelf of (P)B1

   Scottish Annuity & Life Insurance Co (Cayman) Ltd.

   -- insurance financial strength of Baa3

   Premium Asset Trust Series 2004-4

   -- senior secured debt of Baa3 (based on IFS of SALIC)

   Scottish Re (U.S.), Inc.

   -- insurance financial strength of Baa3

   Stingray Pass-Through Certificates

   -- senior secured debt of Baa3 (based on IFS rating of SALIC)

On Sept. 5, 2006 Moody's changed the direction of review for
Scottish Re's ratings to uncertain from possible downgrade




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


PETROLEO BRASILEIRO: Will Ink Plant Sale Pact with Bolivian Firm
----------------------------------------------------------------
(Sheryl)

Brazilian state-run oil company Petroleo Brasileiro SA will sign
on June 10 the official contract for the sale of its two plants
in Cochamba and Santa Cruz departments to Bolivian counterpart
Yacimientos Petroliferos Fiscales Bolivianos, according to a
statement by the Bolivian hydrocarbons ministry.

As reported in the Troubled Company Reporter-Latin America on
May 14, 2007, the Bolivian government and YPFB accepted Petroleo
Brasileiro's proposal for the sale of the refineries.  Bolivian
Hydrocarbons and Energy Minister Carlos Villegas sent Petroleo
Brasileiro a letter in which he agrees to the general terms
The company set forth for the full sale of its stake in the
plants for US$112 million.  

Business News Americas relates that YPFB will make the first
payment -- half the total US$112 million agreed upon -- for the
for the Guillermo Elder Bell and Gualberto Villarroel refineries
on June 10.  It will make the second payment two months after
the signing of the contract.

The Bolivian state doesn't have a proposal to pay for the plants
with natural gas, BNamericas notes, citing Minister Villegas.

According to a report by Agencia Boliviana de Informacion,
Petroleo Brasileiro would consider receiving gas for the
refineries.

Former hydrocarbons minister Andres Soliz Rada commented to
BNamericas, "If Bolivia can operate the refineries at full
capacity, it will already mean an important savings in the
imports of diesel that Bolivia is obligated to carry out from
Venezuela primarily, but also Argentina."

BNamericas notes that the two plants produce:

   -- 55,640 cubic meters of diesel a month,
   -- 11,324 cubic meters of liquefied petroleum gas a month,
      and
   -- 50,742 cubic meters of gasoline a month.

Guillermo Elder can process and refine some 5,000 barrels per
day more crude, while Gualberto Villarroel could process about
12,000 barrels per day more, BNamericas says, citing Mr. Rada.

According to BNamericas, Bolivia will also study whether to
increase the capacity of the plants or set up new refineries.

Mr. Rada commented to BNamericas, "It is probable that it will
not be as convenient to expand the current refineries too much,
but will be more suitable to install new and more modern
refineries that could be installed in southern Bolivia."

Meanwhile, Petroleo Brasileiro set a new refining record in May
2007, when crude processed in the plants reached an average of
41,752 barrels per day, mainly due to a boost from Gualberto
Villarroel, which refines 25,000 barrels daily, BNamericas
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 Investors Service.

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.


* BOLIVIA: Will Ink Plant Sale Pact with Petroleo Brasileiro
------------------------------------------------------------
(Sheryl)

Bolivian state-run oil company Yacimientos Petroliferos Fiscales
Bolivianos will sign on June 10 the official contract for the
sale of its two plants in Cochamba and Santa Cruz departments to
Brazilian counterpart Petroleo Brasileiro SA, according to a
statement by the Bolivian hydrocarbons ministry.

As reported in the Troubled Company Reporter-Latin America on
May 14, 2007, the Bolivian government and YPFB accepted Petroleo
Brasileiro's proposal for the sale of the refineries.  Bolivian
Hydrocarbons and Energy Minister Carlos Villegas sent Petroleo
Brasileiro a letter in which he agrees to the general terms
The company set forth for the full sale of its stake in the
plants for US$112 million.  

Business News Americas relates that YPFB will make the first
payment -- half the total US$112 million agreed upon -- for the
for the Guillermo Elder Bell and Gualberto Villarroel refineries
on June 10.  It will make the second payment two months after
the signing of the contract.

The Bolivian state doesn't have a proposal to pay for the plants
with natural gas, BNamericas notes, citing Minister Villegas.

According to a report by Agencia Boliviana de Informacion,
Petroleo Brasileiro would consider receiving gas for the
refineries.

Former hydrocarbons minister Andres Soliz Rada commented to
BNamericas, "If Bolivia can operate the refineries at full
capacity, it will already mean an important savings in the
imports of diesel that Bolivia is obligated to carry out from
Venezuela primarily, but also Argentina."

BNamericas notes that the two plants produce:

   -- 55,640 cubic meters of diesel a month,
   -- 11,324 cubic meters of liquefied petroleum gas a month,
      and
   -- 50,742 cubic meters of gasoline a month.

Guillermo Elder can process and refine some 5,000 barrels per
day more crude, while Gualberto Villarroel could process about
12,000 barrels per day more, BNamericas says, citing Mr. Rada.

According to BNamericas, Bolivia will also study whether to
increase the capacity of the plants or set up new refineries.

Mr. Rada commented to BNamericas, "It is probable that it will
not be as convenient to expand the current refineries too much,
but will be more suitable to install new and more modern
refineries that could be installed in southern Bolivia."

Meanwhile, Petroleo Brasileiro set a new refining record in May
2007, when crude processed in the plants reached an average of
41,752 barrels per day, mainly due to a boost from Gualberto
Villarroel, which refines 25,000 barrels daily, BNamericas
states.

                 About Petroleo Brasileiro

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.

                        *     *     *

Fitch Ratings assigned these ratings on Bolivia:

                     Rating     Rating Date

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




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


AMERICAN AIRLINES: S&P Junks Rating on US$125MM Refunding Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
American Airlines Inc.'s (B/Positive/--) US$125 million
Dallas/Fort Worth International Airport special facility revenue
refunding bonds, series 2007, due 2030.  The bonds are
guaranteed by American's parent, AMR Corp. (B/Positive/B-2), and
are secured by payments made by American to the airport
authority.  Proceeds are being used to refund the outstanding
revenue bonds, series 1992 (rated 'CCC+'), whose rating is
withdrawn.
      
"The DFW revenue bonds are the equivalent of unsecured debt of
American and parent AMR Corp., and are accordingly rated
'CCC+'," said Standard & Poor's credit analyst Philip Baggaley.  
"Unsecured debt of American and AMR is rated two notches lower
than the 'B' corporate credit ratings on the companies, due to
the large amount of secured debt and leases that effectively
rank senior to unsecured obligations."
     
Ratings on Fort Worth, Texas-based AMR and American reflect
participation in the competitive, cyclical, and capital-
intensive airline industry; erosion of financial strength by
substantial losses during 2001-2005; and a heavy debt and
pension burden.  Satisfactory liquidity, with US$5.4 billion of
unrestricted cash and short-term investments at March 31, 2007,
and an improving earnings trend, are positives.  In the first
quarter of 2007, AMR earned US$81 million, compared with a US$92
million loss in the same period in 2006, driven by stronger
revenue generation.  Earnings and cash flow are expected to
improve further during the remainder of 2007, but a soft
domestic economy and high and volatile fuel prices represent
risks.
     
A healthy cash balance and solid internal cash generation
support credit quality, despite substantial debt maturities.  
Further gains in earnings and cash flow, if they appear
sustainable, could prompt an upgrade over the coming year.  The
outlook could be revised to stable if airline industry
conditions weaken, curtailing expected earnings improvements.

American Airlines, Inc. (NYSE:AMR) -- http://www.AA.com/--
American Eagle, and the AmericanConnection regional airlines
serve more than 250 cities in over 40 countries with more than
3,800 daily flights.  The combined network fleet numbers more
than 1,000 aircraft.  American Airlines, Inc. and American Eagle
are subsidiaries of AMR Corporation.


AMERICAN TOWER: Fitch Puts BB+ Rating on US$1.25 Bil. Sr. Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to American Tower
Corporation's proposed five-year US$1.25 billion senior
unsecured revolving credit facility.  The ratings at AMT have
been affirmed and include:

  American Tower Corp.;

     -- Issuer default rating (IDR) at 'BB+';
     -- Senior Unsecured notes at 'BB+';

In addition, these ratings will be withdrawn:

  American Towers, Inc.:

     -- Issuer default rating 'BB';
     -- Senior secured credit facility 'BBB-';
     -- Senior subordinated debt 'BB+'.

  SpectraSite Communications Inc.:

     -- Issuer default rating 'BB';
     -- Senior secured credit facility 'BBB-'.

The IDR and secured credit facility ratings at ATI will be
withdrawn once the new credit facility closes and the secured
facility is repaid. The Rating Outlook is Stable.

American Tower's ratings reflect the strong operating
performance, which Fitch's expects to continue as well as the
increased scale that has resulted in improved free cash flow.  
AMT's operating characteristics remain favorable, resulting in
some of the highest profitability measures for all of corporate
credits and reflective of the lower business risk.  This has
translated into a predictable and growing cash flow stream
generated primarily from investment grade national wireless
operators.  Fitch believes these characteristics more than
offset AMT's sizable share repurchase program and the higher
financial leverage for its rating category.  AMT should continue
to meaningfully improve its operating metrics due to scale
benefits and the expectations for continued wireless industry
demand.  Industry demand is currently driven by footprint
expansion, improved coverage, minute growth, and increasing
demand for wireless data services as operators focus
infrastructure upgrades on high-speed wireless data.

During 2007, AMT has taken several steps to address its longer
term financial strategy.  In the first quarter, AMT completed a
cash tender offer for its 5.0% Convertible Notes due 2010 with
76% of the notes repurchased.  In the second quarter, AMT
successfully securitized the majority of its SpectraSite assets
with US$1.75 billion of commercial mortgage pass-through
certificates.  AMT used proceeds from the securitization to
repay US$765 million under the SpectraSite credit facility and
US$325 million of its 7.25% senior subordinated notes at ATI due
2011.  As a result, all but US$0.2 million of senior
subordinated debt at ATI has been retired.  Fitch expects any
new long-term debt to be issued by AMT.

Based on current capital allocation plans, Fitch expects
leverage for 2007 in the range of 4.0x-4.5x.  The liquidity
position is solid owing to its free cash flow, cash on hand and
undrawn revolver capacity.  The sizable $1.5 billion share
repurchase program will be funded by free cash flow, existing
cash and debt.  As of the first-quarter conference call, AMT had
repurchased US$289 million of shares and expects to complete the
share repurchase program by February of 2008.

When the new unsecured credit facility closes, AMT will draw
down on the facility to refinance the existing US$1.6 billion
senior secured credit facility at ATI.  Currently, the company
has drawn US$1 billion of the secured facility.  The proposed
facility will have substantially similar terms as the ATI
facility.

Headquartered in Boston, Massachusetts, American Tower Corp.
(NYSE: AMT) -- http://www.americantower.com/-- is an   
independent owner, operator and developer of broadcast and
wireless communications sites in the United States, Mexico and
Brazil.  American Tower owns and operates over 22,000 sites in
the United States, Mexico, and Brazil.  Additionally, American
Tower manages approximately 2,000 revenue producing rooftop and
tower sites.


AMERICAN TOWER: S&P Rates US$1.25 Billion Facility at BB+
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Boston-based American Tower Corp.'s US$1.25 billion senior
unsecured revolving credit facility.
     
The company expects to use borrowings under this new credit
facility in part to repay all amounts outstanding under the
existing bank loan at American Tower Operating Co., which
currently totals about US$1 billion.  The balance of the new
credit facility would be available for general corporate
purposes, including repurchases of common stock.  Pro forma for
the new bank debt, American Tower, a wireless tower operator,
will have about US$4 billion of total debt outstanding.
     
At the same time, S&P raised the rating on the company's
US$1.2 billion of outstanding unsecured notes to 'BB+' from
'BB-'. With the upcoming repayment of the American Tower
Operating Co. bank facility, there will be significantly less
priority debt in the capital structure.  S&P also affirmed the
'BB+' corporate credit rating on American Tower.  The outlook is
stable.
      
"The ratings on American Tower reflect the promising prospects
of its wireless tower leasing business, which is expected to
generate stronger levels of net free cash flow after capital
expenditures," said Standard & Poor's credit analyst Catherine
Cosentino.
     
Despite these very favorable business-risk characteristics,
which are indicative of an investment-grade business risk
profile, ratings on American Tower are constrained by its
aggressive financial policy.  The company is expected to engage
in share repurchases over the next few years, now that it has
completed its review of its accounting practices related to
stock options and is current on its filings of financial
statements.  Management has indicated that it is targeting a
debt to EBITDA ratio of 4x-6x, before operating lease
adjustment, or in the mid-5x to 8x area, after adjustment.

American Tower Corp. -- http://www.americantower.com/--  
(NYSE:AMT) owns, operates and develops broadcast and wireless
communications sites.  American Tower owns and operates over
22,000 sites in the United States, Mexico, and Brazil.  
Additionally, American Tower manages approximately 2,000 revenue
producing rooftop and tower sites.


BANCO MERCANTIL: S&P Rates US$100 Million Senior Notes at B
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
senior unsecured debt rating to Banco Mercantil Do Brasil S.A.'s
US$100 million senior unsecured notes issued in April 2007, with
final maturity in five years.
     
The ratings reflect the challenges of a midsize bank operating
in the competitive Brazilian banking industry; the risk of
potential asset quality deterioration; and low profitability,
which is negatively affected by the bank's large and costly
operational structure and small scale.  These risk factors are
partially offset by BMB's tenure in and knowledge of its
core/niche market, which translates into good regional market
share and brand-name recognition.


BANCO NACIONAL: Approves BRL350-Mil. Loan for Transmission Line
---------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social said in a
statement that it has ratified a BRL350-million loan for the
construction of a 695-kilometer transmission line.

Business News Americas relates that the loan, which will fund
70% of the BRL499-million project, will go to the Integracao
Transmissora de Energia consortium, which is composed of:

          -- investment fund Brasil Energia,
          -- power firm Eletronorte,
          -- power company Chesf, and
          -- engineering firm Engevix.

The transmission line will connect Colinas in Tocantins and
Minacu in Goias, BNamericas states.

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

                        *     *     *

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


BANCO NACIONAL: Okays BRL48.3-Million Loan to Copasa
----------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social aka BNDES
posted on its Web site that it has authorized a BRL48.3-million
loan to the Minas Gerais state waterworks firm Companhia de
Saneamento de Minas Gerais aka Copasa.

A BNDES spokesperson commented to Business News Americas, "As
long as all the paperwork is approved, the resources should be
released at the end of the month."

The spokesperson confirmed to BNamericas that the BRL48.3
million is 81% of the total BRL59.4 million allotted for
investment in Copasa's basic sanitation project.  The remaining
BRL11.1 million, or 19% of the total, will come from Copasa.

According to BNamericas, the cities ministry already approved
the project as part of the Brazilian government's growth
acceleration plan.  It is aimed at the improvement of the
sewerage systems functioning in these six municipalities where
Copasa already holds contracts to provide services for 290,000
people:

          -- Para de Minas,
          -- Betim,
          -- Ribeirao das Neves,
          -- Vespasiano,
          -- Juatuba and Divinopolis

The resources will be used to improve and build sewage treatment
plants, as well as to modernize sewage collection systems,
BNamericas states.

                          About Copasa

The main activities of Companhia de Saneamento de Minas Gerais
aka Copasa comprise the planning, preparation, execution,
expansion, remodeling and provision of water supply and sanitary
sewage services.  The company also provides technical
cooperation services to several municipalities of the State of
Minas Gerais, Brazil, including to municipalities where the
company has not been granted water or sewage concessions, and to
the private sector.  The company's concession agreements are
negotiated with each municipality individually and for the most
part have a term of 30 years.

                           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.


FORD MOTOR: Europe Unit Eyes 5.4 Percent Sales Growth in 2007
-------------------------------------------------------------
Ford of Europe, the European division of Ford Motor Co., expects
to sell about 100,000 more vehicles in 2007, a 5.4 percent
growth, Bloomberg News reports.

Ford of Europe this week reported a 7.4 percent increase in its
April sales from the same month last year.  The company sold
143,700 cars and commercial vehicles across its main 21 markets,
with the Focus and Fiesta as the company's best-selling models
in April.  The sales growth is also supported by the growing
popularity of S-MAX, Car of the Year 2007, and Transit,
International Van of the Year 2007.

"I do believe we can keep a good sales track this year," Ford of
Europe CEO John Fleming told Bloomberg News in a telephone
interview.  "We're looking at having a similar level of sales
growth this year."

Bloomberg notes Mr. Fleming reiterated expectations of a fourth
consecutive year of profit in Europe this year.

According to the report, the profit-making division is
increasingly important in Ford Motor Co. CEO Alan Mulally's
turnaround efforts as it helped Ford Motor narrow its first-
quarter worldwide loss to US$282 million from US$1.42 billion
amid plunging sales in the North American unit.

                      About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Company --
http://www.ford.com/-- manufactures and distributes automobiles  
in 200 markets across six continents.  With more than 324,000
employees worldwide, the company's core and affiliated
automotive brands include Aston Martin, Ford, Jaguar, Land
Rover, Lincoln, Mazda, Mercury and Volvo.  Its automotive-
related services include Ford Motor Credit Company and The Hertz
Corporation.

The company has operations in Japan in the Asia Pacific region.
In Europe, the Company maintains a presence in Sweden, and the
United Kingdom.  The Company also distributes its brands in
various Latin American regions, including Argentina and Brazil.
  
                        *     *     *

Standard & Poor's Ratings Services placed its 'B' senior
unsecured debt issue ratings on Ford Motor Co. on CreditWatch
with negative implications.  At the same time, S&P affirmed all
other ratings on Ford, Ford Motor Credit Co., and related
entities, except the rating on Ford Motor Co. Capital Trust II
6.5% cumulative convertible trust preferred securities, which
was lowered to 'CCC-'from 'CCC.'

                        *     *     *

At the same time, Fitch Ratings placed Ford Motor's 'B+/RR3'
senior unsecured debt on Rating Watch Negative reflecting Ford's
intent to raise secured financing that would impair the position
of unsecured debt holders.  Under Fitch's recovery rating
scenario it was estimated that unsecured holders would recover
approximately 68% in a bankruptcy scenario, equating to a
Recovery Rating of 'RR3' (50-70% recovery).

                        *     *     *

Moody's Investors Service has disclosed that Ford's very weak
third quarter performance, with automotive operations generating
a pre-tax loss of US$1.8 billion and a negative operating cash
flow of US$3 billion, was consistent with the expectations which
led to the September 19 downgrade of the company's long-term
rating to B3.

                        *     *     *

Dominion Bond Rating Service placed long-term debt rating of
Ford Motor Company Under Review with Negative Implications
following announcement that Ford will sharply reduce its North
American vehicle production in 2006.  DBRS lowered on
July 21, 2006, Ford Motor Company's long-term debt rating to B
from BB, and lowered its short-term debt rating to R-3 middle
from R-3 high.  DBRS also lowered Ford Motor Credit Company's
long-term debt rating to BB(low) from BB, and confirmed Ford
Credit's short-term debt rating at R-3(high).


HAYES LEMMERZ: Rights Offering Expires; 3.2MM Shares to be Paid
---------------------------------------------------------------
Hayes Lemmerz International Inc. disclosed that the rights
offering expired at 5:00 p.m., Eastern Daylight Time, on
May 21, 2007.  The total number of shares subscribed for in the
basic and over-subscription privileges was 32,415,948 shares in
excess of the 55,384,615 shares offered in the rights offering
to record holders of the company's common stock as of
April 10, 2007.  

Subscribers in the rights offering subscribed 52,167,917 shares
of the company's common stock at a subscription price of US$3.25
per share pursuant to their basic subscription privilege and
approximately 35,632,946 shares pursuant to their over-
subscription privilege.    
    
The 3,216,698 shares available to fill over-subscription
requests will be allocated among rights holders exercising their
over-subscription rights in proportion to the number of shares
in their basic subscription privileges.  The subscription agent
will return any excess payments for unfilled over-subscription
requests, without interest.
    
The rights offering is part of a recapitalization of the company
and its subsidiaries that includes:

   a) the tender offer and consent solicitation for the 10 1/2%
      Senior Notes due 2010 of HLI Operating Company Inc., an
      indirect subsidiary of the company; and

   b) a proposed new senior secured credit facility in the
      aggregate principal amount of US$495 million that will be
      used, together with additional indebtedness of US$175.5
      million, to refinance debt under the company's Amended and
      Restated Credit Agreement dated as of April 11, 2005, to
      pay related transaction costs, fees, and expenses, to
      provide working capital, and for other general corporate
      purposes.  
    
Northville, Mich.-based Hayes Lemmerz International, Inc. --
http://www.hayes-lemmerz.com-- is a producer of aluminum and  
steel wheels for passenger cars and light trucks, and steel
wheels for commercial trucks and trailers. The company also
supplies automotive suspension, brake and powertrain components.

The company has operations in India, Brazil and Germany, among
others.

As reported in the Troubled Company Reporter-Latin America on
Feb. 7, 2007, Moody's Investors Service lowered HLI Operating
company, Inc.'s ratings:

   * Corporate Family to Caa1 from B3;
   * first lien senior secured to B1 from Ba3;
* second lien term loan to Caa1 from B3.

The Troubled Company Reporter reported on May 10, 2007 that
Fitch Ratings has initiated ratings for Hayes Lemmerz
International Inc. with an Issuer Default Rating of 'B'.


NORTHWEST AIR: S&P to Put B+ Rating Upon Bankruptcy Emergence
-------------------------------------------------------------
Standard & Poor's Ratings Services expects to assign its 'B+'
corporate credit rating to Northwest Airlines Corp. and
subsidiary Northwest Airlines Inc. (both rated 'D') upon their
emergence from bankruptcy, anticipated May 31, 2007.  The rating
outlook is expected to be stable.  In addition, S&P expect to
assign its 'BB-' bank loan rating to Northwest Airlines Inc.'s
US$1.225 billion secured exit financing bank credit facility.  
The expected 'BB-' bank loan rating would be one notch above the
expected 'B+' corporate credit rating, with a recovery rating of
'1', based on S&P's expectation of a full recovery of principal
in the event of a second Northwest bankruptcy.  S&P also intend
to resolve its CreditWatch review of various enhanced equipment
trust certificates, and withdraw its 'BBB-' rating on
Northwest's debtor-in-possession credit facility upon the
company's bankruptcy emergence.
      
"The expected 'B+' corporate credit rating reflects Northwest's
participation in the competitive, cyclical, and capital-
intensive U.S. airline industry, on a still highly leveraged
financial profile, and with substantial upcoming capital
expenditures to modernize its aircraft fleet," said Standard &
Poor's credit analyst Philip Baggaley.  "The rating also
incorporates the airline's improved operating cost structure and
reductions in debt and leases achieved in Chapter 11."
     
Northwest used the bankruptcy process to institute various
changes, many of them similar to those undertaken by other
reorganizing "legacy carriers": Reduce total costs by about
US$2.2 billion, of which US$1.4 billion relate to labor and
pension expense (a 37% reduction), with a further US$200 million
expected to be in place by 2008 (the cumulative total of US$2.4
billion would be equal to about 20% of 2004 pretax expenses);
Shrink its aircraft fleet and reduce capacity about 10%,
dropping certain unprofitable routes, though it also affirmed
existing aircraft delivery contracts and placed a new order for
large regional jets; and Reduce debt and leases by US$4.2
billion (about 30% of year-end 2004 debt and leases, though less
than one-quarter of fully adjusted debt, including pension and
other retiree liabilities).
     
S&P expect to assign a 'BB-' bank loan rating, with a '1'
recovery rating, to Northwest Airlines Inc.'s US$1.225 billion
bankruptcy exit financing, based on our expectation of a full
recovery of principal in the event of a second Northwest
bankruptcy.  The credit agreement will consist of a US$175
million revolving credit and a US$1.05 billion term loan, both
due May 31, 2012, and will be guaranteed by parent Northwest
Airlines Corp.  The facility will be secured by Northwest
Airlines Inc.'s valuable Pacific route authorities from the U.S.
to Japan, China, and Hong Kong (all restricted markets).  In a
simulated default scenario stressed collateral value is
sufficient to fully repay principal under the facility and also
cover US$300 million of pari passu claims by other parties.


NOVELL INC: Completes Independent Stock-Based Payment Review
------------------------------------------------------------
Novell, Inc., has completed its self-initiated, voluntary review
of its historical stock-based compensation practices and
determined the related accounting impact.  The review was
conducted under the direction of the Audit Committee of Novell's
Board of Directors, who engaged the law firm of Cahill Gordon &
Reindel LLP, with whom Novell has had no previous relationship,
as independent outside legal counsel to assist in conducting the
review.  The scope of the review covered approximately 400 grant
actions (on approximately 170 grant dates) from Nov. 1, 1996
through Sept. 12, 2006.  Within these pools of grants are more
than 58,000 individual grants.  In total, the review encompassed
awards relating to more than 230 million shares of common stock
granted over the 10-year period.  As a result of the review,
Novell delayed the filing of its Quarterly Reports on Form 10-Q
for the fiscal quarters ended July 31, 2006 and Jan. 31, 2007
and its Annual Report on Form 10-K for the fiscal year ended
Oct. 31, 2006.

The Audit Committee, together with its independent outside legal
counsel, did not find any evidence of intentional wrongdoing by
any former or current Novell employees, officers or directors.  
Novell has determined, however, that it utilized incorrect
measurement dates for some of the stock-based compensation
awards granted during the review period.  The incorrect
measurement dates can be attributed primarily to the following
reasons:

   * Administrative Corrections -- In the period of fiscal 1997
     to 2005, Novell corrected administrative errors identified
     subsequent to the original authorization by awarding stock
     options that Novell dated with the original authorization
     date.  The administrative errors included incorrect lists
     of optionees, generally new hires who were inadvertently
     omitted from the lists of optionees because of the delayed
     updating of Novell's personnel list, and miscalculations of
     the number of options to be granted to particular employees
     on approved lists.

   * Number of Shares Approved Not Specified -- Documented
     authorization for certain grants, primarily in the period
     from fiscal 1997 through 2000, lacked specificity for some
     portion or all of the grant.

   * Authorization Incomplete or Received Late -- For certain
     grants, primarily in the period from fiscal 1997 through
     2004, there is incomplete documentation to determine with
     certainty when the grants were actually authorized or the
     authorization was received after the stated grant date.

In light of the above findings, stock-based compensation expense
in a cumulative after-tax amount of approximately US$19 million
should have been reported in Novell's consolidated financial
statements during the period from fiscal 1997 through 2005,
approximately 90 percent of which resulted from adjustments to
measurement dates in periods prior to fiscal 2001.  Novell has
determined, however, that the amounts of stock-based
compensation expense that should have been recognized in each of
the applicable historical periods, including the interim periods
of fiscal 2005 and 2006, were not material to those periods on
either a quantitative or qualitative basis.  Therefore, Novell
will not restate its consolidated financial statements for prior
periods.

Novell implemented the guidance applicable to the initial
adoption of Staff Accounting Bulletin No. 108, "Considering the
Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements," as of
Nov. 1, 2005.  Accordingly, Novell will reflect cumulative
adjustments of approximately US$19 million for unrecorded stock-
based compensation expense, and related income tax effects, as a
decrease to retained earnings as of Nov. 1, 2005, the beginning
of Novell's 2006 fiscal year.  The adjustment to retained
earnings will reduce retained earnings as of the beginning of
the 2006 fiscal year from US$984 million to US$965 million, or a
reduction of 2 percent.

Novell expects to file its Quarterly Reports on Form 10-Q for
the fiscal quarters ended July 31, 2006 and Jan. 31, 2007, and
its Annual Report on Form 10-K for the fiscal year ended
Oct. 31, 2006, by May 31, 2007.  Furthermore, Novell expects to
file its Quarterly Report on Form 10-Q for the fiscal quarter
ended April 30, 2007 on a timely basis.

Novell previously implemented improvements to its processes for
granting stock-based compensation and plans to implement
additional improvements.  Novell believes these improvements
prevent errors of the kind uncovered during this review from
occurring again.

Headquartered in Waltham, Mass., Novell, Inc. (Nasdaq: NOVL) --
http://www.novell.com/-- delivers Software for the Open   
Enterprise.  With more than 50,000 customers in 43 countries,
Novell helps customers manage, simplify, secure and integrate
their technology environments by leveraging best-of-breed, open
standards-based software.

Novell has sales offices in Argentina, Brazil and Colombia.

                        *     *     *

Novell, Inc.'s Subordinated Debt carries Moody's Investors
Service's 'B1' rating.


TOWER AUTOMOTIVE: Wants Court Nod on Kemper Settlement Pact
-----------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to
approve their settlement agreement dated May 9, 2006, with
Lumbermens Mutual Casualty Company and its insurance company
subsidiaries and affiliates.

Lumbermens is Kemper Insurance Companies' flagship brand.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
recalls that commencing in 1997, Kemper and the Debtors entered
into various written proposals for, and contracts of, insurance
pursuant to which Kemper provided workers compensation, general
liability and automotive liability insurance protection and
insurance-related services to the Debtors.

The Debtors assumed various financial obligations -- the Tower
Payment Obligations -- to Kemper in connection with the
Policies, Mr. Sathy notes.  The Debtors are obligated under the
Policies to reimburse or otherwise fund a certain portion of
each claim or loss to which the Policies respond, some of which
losses are characterized as "deductible" losses and some of
which are characterized as "insured" losses subject to a
dividend plan -- the Tower Retained Losses.

In connection with the Policies, the Debtors procured from
Deutsche Bank, and had Kemper identified as the beneficiary on,
an unconditional evergreen letter of credit securing the Tower
Payment Obligations, including the Tower Retained Losses, Mr.
Sathy says.

According to Mr. Sathy, a dispute has arisen between Kemper and
the Debtors concerning the Tower Payment Obligations, including
the Debtors' alleged obligation to pay Kemper certain amounts
billed under invoice numbers DC70510 and DC87843.  Kemper
previously drew on the Collateral to secure payment from
Deutsche Bank of the 2004 Invoice, but the 2006 Invoice remains
unpaid.

Kemper contends, Mr. Sathy continues, and the Debtors dispute,
that the Debtors owe payment of the 2006 Invoice and that
certain Tower Payment Obligations, not limited to the Debtors'
obligations to pay the Tower Retained Losses, exist and will
continue to exist and become due and payable in the future.

In connection with the dispute, the Debtors filed an adversary
proceeding against Kemper in the Bankruptcy Court under Cause
No. 06-01481, which Lawsuit is presently in abeyance pending the
resolution of an arbitration of the dispute.

To resolve the dispute, the Debtors and Kemper entered into a
stipulation and a settlement agreement.

The salient terms of the Settlement Agreement are:

    (1) The net sum of all amounts previously paid to Kemper by
        the Debtors and Deutsche Bank, specifically including
        the proceeds of the Collateral Draw, constitutes a full
        and final negotiated accord and satisfaction of all of
        the Tower Payment Obligations whether presently existing
        or arising in the future;

    (2) Kemper will retain for its own account the proceeds of
        the Collateral Draw and all amounts paid to Kemper by
        the Debtors;

    (3) The Debtors will have no obligation to Kemper under the
        2006 Invoice or any Tower Payment Obligation whatsoever;

    (4) Neither Kemper nor the Debtors will invoice, account to,
        or have any financial obligations to the other under any
        circumstances whatsoever;

    (5) Beginning on the date of execution of the Settlement
        Agreement, Kemper will commence invoicing the Debtors on
        a monthly basis for reimbursement of all Tower Retained
        Losses actually paid by Kemper during the previous
        monthly period.  The Debtors expressly acknowledge their
        continuing obligation under the Policies to pay or
        reimburse Kemper for the Tower Retained Losses.
        Kemper's monthly invoices will contain sufficient claim
        detail to allow the Debtors to identify, verify and
        authenticate Kemper's actual payment of the Tower
        Retained Losses.  The Debtors will pay invoices within
        30 days of receipt, and any unpaid invoices not
        challenged or disputed in good faith within the period
        will be subject to the accrual of late fees or interest
        pursuant to the express provisions on the Policies;

    (6) Kemper has caused or authorized the reduction of the
        Collateral by US$12,879,967.  The amount of the
        remaining Collateral has been reduced from US$26,379,967
        to $13,500,000.  Within seven days of entry of a Court
        ruling approving the Stipulation, Kemper will take all
        necessary steps to cause and authorize the reduction of
        the Collateral by an additional US$2,500,000;

    (7) The parties exchange mutual releases.  However, Kemper
        does not release the Debtors from, and the Debtors agree
        to reimburse Kemper for, all Tower Retained Losses
        actually paid by Kemper;

    (8) Upon Court approval of the Stipulation, the Debtors will
        cause the Lawsuit to be dismissed with prejudice and
        will take steps necessary to secure vacatur of the
        corresponding injunction or temporary restraining order.
        The Debtors will also contemporaneously secure the
        discontinuation of the arbitration.  Each party will
        bear its own costs and fees;

    (9) On June 1, 2007, and at quarterly intervals after,
        Kemper will cause a reduction of Collateral in an amount
        equal to the Tower Retained Losses paid by Kemper and
        reimbursed by the Debtors during the preceding quarter.
        On November 1, and at annual intervals after, Kemper
        will perform a review to determine the adequacy of the
        Collateral at that time and will, when warranted,
        promptly cause an adjustment of the Collateral.  The
        annual adjustments will at all times be further subject
        to the terms of the Stipulation; and

   (10) The provisions of the Settlement Agreement specifically
        do not extend to any third-party claim administrator,
        including Broadspire, Inc., and the rights, duties and
        obligations of any third-party claim administrator
        remain unaffected.

The salient terms of the Stipulation include the terms of the
Settlement Agreement.  Furthermore, the Stipulation provides
that:

    * The Debtors will, as of each Annual Redetermination, be
      obligated to provide Kemper with Collateral in an amount
      no less than 115% of the then-existing amount of unpaid
      Tower Retained Losses;

    * In the event of an increase in the unpaid Tower Retained
      Losses that the amount of the Collateral at the time of
      any Annual Redetermination is less than 115% of the amount
      of the unpaid Tower Retained Losses, the Debtors are
      authorized to, and will, obtain additional Collateral;
      Kemper will have an administrative expense claim in an
      amount equal to 115% of the then-existing unpaid Tower
      Retained Losses less the then-existing amount of the
      Collateral; and

    * In the event the Debtors' reorganized entity or the
      Debtors' successor does not assume the Stipulation, Kemper
      will have an administrative expense claim equal to 130% of
      the then-existing unpaid Tower Retained Losses less the
      then-existing amount of the Collateral.

Mr. Sathy asserts that absent authorization to enter into the
Settlement Agreement, the parties would continue to proceed
along a litigious and time-consuming path with respect to the
disputes at issue.  While the Debtors believe that their case
against Kemper is strong, success on the merits is not
guaranteed.  The Debtors' settlement of the dispute, he
continues, enables them to further focus their collective
resources toward moving forward with development of their
Chapter 11 plan, and the ultimate resolution of the Debtors'
bankruptcy cases.

                   About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and         
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The company has operations in Korea, Spain and
Brazil.

The company and 25 of its debtor-affiliates filed voluntary
chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
US$787,948,000 in total assets and US$1,306,949,000 in total
debts.  

The Debtors' filed their Chapter 11 Plan of Reorganization and
Disclosure Statement explaining that plan on May 1, 2007.  The
Debtors' exclusive period to file a chapter 11 plan expires on
June 6, 2007.  (Tower Automotive Bankruptcy News, Issue No. 62;
Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000)




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


HANTEC SUPERFX: Will Hold Final Shareholders Meeting on July 4
--------------------------------------------------------------
Hantec Superfx Fund will hold its final shareholders meeting on
July 4, 2007, at 10:00 a.m., at:

          45/F Cosco Tower
          183 Queen's Road Central
          Hong Kong

These matters will be taken during the meeting:

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

   2) authorizing the liquidator to retain the company's
      records for a period of five years from its dissolution,
      after which they may be destroyed.
  
A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidator can be reached at:

         Walkers
         c/o Walkers, Walker House
         87 Mary Street, George Town
         Grand Cayman KY1-9001
         Cayman Islands


KENTAVROS CAPITAL: Sets Final Shareholders Meeting for June 22
--------------------------------------------------------------
Kentavros Capital Growth Fund will hold its final shareholders
meeting on June 22, 2007, at 10:00 a.m., at:

          8 Kennedy Avenue
          Suite 402, Nicosia
          Cyprus

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:

         Avyi Sarris
         c/o Maples and Calder
         P.O. Box 30
         Ugland House, South Church Street
         George Town, Grand Cayman KY1-1104
         Cayman Islands


MC & CIE: Will Hold Final Shareholders Meeting on July 16
---------------------------------------------------------
Mc & Cie Holdings Ltd. will hold its final shareholders meeting
on July 16, 2007, at 12:00 noon, at:

          5, Avenue de Chatelaine
          case postale 300 CH-1211
          Geneve 13

These matters will be taken during the meeting:

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

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

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

The liquidator can be reached at:

         Pennone & Partners SA
         5, avenue de Chatelaine
         Case postqale 300, CH-1211
         Geneve 13
         Telephone: +41 22 360 92 33
         Fax: +41 22 360 92 94


MC & CIE: Proofs of Claim Must be Filed by July 16
--------------------------------------------------
Mc & Cie Holdings Ltd.'s creditors are given until
July 16, 2007, to prove their claims to Pennone & Partners SA,
the company's liquidator, or be excluded from receiving any
distribution or payment.

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

Mc & Cie's shareholders agreed on April 16, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

       Pennone & Partners Sa
       5, avenue de Chatelaine
       Case postqale 300, CH-1211 Geneve 13
       Telephone: +41 22 360 92 33
       Fax: +41 22 360 92 94


NEMO INT'L: Sets Final Shareholders Meeting for June 29
-------------------------------------------------------
Nemo International will hold its final shareholders meeting on
June 29, 2007, at 10:00 a.m., at:

          Queensgate House,
          South Church Street, Grand Cayman
          Cayman Islands

These matters will be taken during the meeting:

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

   2) authorizing the 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: Martina de Lima
         Queensgate House,
         South Church Street, Grand Cayman
         Cayman Islands
         Telephone: (345) 949 9876
         Fax: (345) 949 1986


PARMALAT SPA: Earns EUR111.1 Million for First Quarter 2007
-----------------------------------------------------------
Parmalat S.p.A. posted EUR111.1 million in net profit on
EUR933.2 million in net revenues for the first quarter ended
March 31, 2007, compared with EUR13.4 million in net profit on
EUR953.2 million in net revenues for the first quarter ended
March 31, 2006, various reports say.

Parmalat attributed the first quarter profit hike to higher
sales of higher-priced products.  

"Higher unit sales and a better sales mix with a greater
percentage of products with higher value-added account for this
improvement," Bloomberg cited a Parmalat statement.

The company also attributed its higher sales the euro's rise
against foreign currencies.  Parmalat, however, warned that a
further euro rise against other currencies could harm its
results for 2007.

                      Zero Financial Debt

Parmalat also improved its net financial position from a
EUR170 million net indebtedness as of Dec. 31, 2006, to
EUR87.4 million in net financial assets, Reuters relates.

The company attributed the change to collection of EUR112
million in settlements with Banca Nazionale del Lavoro and of
EUR132.2 million in settlements with Deloitte & Touche S.p.A.,
Dianthus S.p.A. and the Banca Popolare di Milano Group.

Bloomberg News notes that Parmalat has been using funds gained
from lawsuits stemming from the bankruptcy to pay off debt and
possibly acquire new assets.  According to Bloomberg News, the
company has reached U.S. and Italian settlements totaling more
than US$800 million.

The company plans to invest up to EUR170 million this year,
EUR70 million of which will be for "strategic initiatives" to
improve plants in Australia and Canada, Reuters relates citing
Chief Operating Officer Carlo Prevedini.

                       About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that    
can be stored at room temperature for months.  It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

The Company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
or bankruptcy protection, they reported more than US$200 million
in assets and debts.  The U.S. Debtors emerged from bankruptcy
on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.




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


QUANTUM CORP: Posts US$20.3 Mil. Net Loss in Qtr. Ended March 31
----------------------------------------------------------------
Quantum Corp. reported that revenue for its fiscal fourth
quarter ended March 31, 2007, was US$277 million and that
revenue for the full fiscal year 2007 was slightly more than
US$1 billion.  Reflecting Quantum's acquisition of Advanced
Digital Information Corp. -- ADIC -- in August, these revenue
totals represented a 35 percent increase over the fourth fiscal
quarter last year and a 22 percent increase over fiscal year
2006, respectively.

The company reported a GAAP net loss of US$20 million for fiscal
fourth quarter, ended March 31, 2007, or 10 cents per share, a
2-cent improvement over the same quarter last year.  This US$20
million net loss included a number of major expense items
totaling US$22 million: US$13 million in amortization of
intangibles, US$7 million in restructuring and other transition
expenses related to the ADIC acquisition, and US$2 million in
stock-based compensation charges.  The net impact of these items
reduced earnings per share on a diluted basis by approximately
11 cents.

Quantum highlighted several significant financial
accomplishments in fiscal fourth quarter, ended March 31, 2007,
including generating US$72 million in cash from operations,
paying down US$120 million of its revolving line of credit and
US$6.2 million of its long-term debt, and achieving the goal of
approximately US$20 million in quarterly synergy savings two
quarters earlier than it had expected.

"The March quarter was the second full quarter of Quantum and
ADIC operating as a combined company, and we feel good about the
progress we've made toward our objective of building a more
valuable storage company," said Rick Belluzzo, chairman and CEO
of Quantum.  "Although the fourth quarter was not as strong as
expected, our operating income as a percentage of revenue in the
last two quarters was the best we've achieved in more than five
years, when amortization, stock-based compensation and
acquisition-related expenses are excluded."

Quantum's GAAP gross margin rate for fiscal fourth quarter,
ended March 31, 2007, was 29.5 percent, a solid increase over
the 28.3 percent rate in the same quarter last year.  Operating
expenses were US$88 million, up from US$63 million in 2006
fiscal fourth quarter, primarily as a result of the ADIC
acquisition.

For the full fiscal year 2007, the GAAP gross margin rate was
28.9 percent, up from 27.8 percent in 2006 fiscal year.  
Operating expenses in 2007 fiscal year totaled US$321 million,
an increase of US$68 million over the prior year, again largely
due to the ADIC acquisition.  Quantum had a GAAP net loss of
US$64 million, or 33 cents per share, in 2007 fiscal year.  This
compared to a net loss of US$41 million, or 23 cents per share,
in 2006 fiscal year, with the difference being largely due to
increased operating and interest expenses resulting from the
ADIC acquisition.  The US$64 million net loss in 2007 fiscal
year included a number of major expense items totaling US$84
million: US$42 million in amortization of intangibles; US$33
million in restructuring, in-process R&D and other transition
expenses related to the ADIC acquisition; and US$9 million in
stock-based compensation charges.  The net impact of these items
reduced 2007 fiscal year earnings per share on a diluted basis
by approximately 43 cents.

Quantum's product revenue, which includes sales of the company's
hardware and software products and services, totaled US$248
million in the March quarter.  This represented a net increase
of US$75 million over 2006 fiscal fourth quarter, with greater
contributions from tape automation, disk and software, and
service revenues offsetting a decline in royalties and device
and non-royalty media revenue.  Quantum continued to increase
the percentage of its product revenue coming from branded sales,
which rose to 57% in fourth fiscal quarter last year.

The components of product revenue were as follows:

   * Tape automation systems revenue totaled US$119 million in
     the March quarter, an increase of US$79 million from fourth
     fiscal quarter last year.

   * Disk and software revenue, which includes Quantum's disk
     systems and appliances as well as StorNext software and
     related disk revenue, was US$9 million, up US$7 million
     from fourth fiscal quarter last year.

   * Revenue from devices and non-royalty media sales totaled
     US$82 million in fiscal fourth quarter, ended
     March 31, 2007, down US$28 million from fourth fiscal
     quarter last year.

   * Revenue in the "services and other" category -- which
     includes hardware service contracts as well as repair,
     installation and professional services -- was US$38 million
     in the March quarter, an increase of US$17 million over
     fourth fiscal quarter last year.

Quantum had US$29.5 million in royalty revenue for fiscal fourth
quarter, ended March 31, 2007, down approximately US$3 million
from the same quarter last year.  The US$29.5 million in fiscal
fourth quarter, ended March 31, 2007 revenue included a US$3.3
million royalty that Data Domain paid in common stock to Quantum
as part of a patent cross-license agreement between the two
companies covering data de-duplication and other non-tape, data
storage technologies.

Along with the Data Domain agreement, Quantum pointed to the
significant interest in its new DXi-Series disk backup and
remote replication appliances with de-duplication technology as
evidence of the strong position it is establishing in one of the
highest growth segments in storage.  The company began shipping
the DXi-Series in the March quarter, and early customer wins
included a multi-unit deal with a major foreign government
social service agency, a large capacity sale to a name-brand
fashion retailer as a first step toward additional deployments
across twenty global offices, and a combined DXi-Series/Scalar
i500 tape library purchase by a leading data supplier to
financial services firms.

As part of its effort to capitalize on the increased market
opportunities in disk and software, Quantum has tripled the size
of its engineering team in this area over the last year.  This
included the March quarter hiring of Jeff Tofano as chief
architect.  Tofano has more than twenty years of systems
architecture, design and management experience on multiple
operating systems and hardware platforms, most recently as
technical director at Network Appliance where he was responsible
for all aspects of the company's secondary storage NAS and SAN
encryption/compression appliances.

As Quantum begins fiscal year 2008, the company said it will
pursue a more aggressive strategy to grow branded revenue by
shifting R&D spending from devices to disk and software and
expanding its customer-facing sales resources.  To support this
branded growth strategy, Quantum also expects to make changes in
its operations infrastructure.

                     About Quantum Corp.

Headquatered in San Jose, California, Quantum Corp. (NYSE: QTM)
-- http://www.quantum.com/-- is a global leader in storage,  
delivers highly reliable backup, recovery and archive solutions
that meet demanding requirements for data integrity and
availability with superior price/performance and comprehensive
service and support.  Quantum offers customers of all sizes an
unparalleled range of solutions, from leading tape drive and
media technologies, autoloaders and libraries to disk-based
backup systems.  In Latin America, the company has distributors
in Argentina, Brazil, Chile, Mexico and Puerto Rico.  In Europe,
the company maintains operations in Denmark, Czech Republic,
Romania, Portugal, France, Germany, and the United Kingdom.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 27, 2006,
Moody's Investors Service confirmed Quantum Corp.'s B3 Corporate
Family Rating.  Moody's also revised Quantum Corp.'s
probability-of-default rating on the US$150 million senior
secured revolver due 2009 to Ba3 from B2.




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


ECOPETROL: Will Boost Planned Investment at Cartegena Refinery
--------------------------------------------------------------
Colombian state-run oil firm Ecopetrol Chief Executive Officer
Javier Gutierrez told the Associated Press that the company and
Swiss firm Glencore International AG will increase planned
investment at the Refineria de Cartagena SA in the port of
Cartagena.

The AP relates that the firms will increase investment to US$2-
billion investment from US$880 million to increase the plant's
production to 150,000 barrels per day.  They initially planned
to produce 140,000 barrels of lower-quality fuel oil.

According to the report, the investment will be partly funded by
the proceeds from Ecopetrol's 51% stake sale to Glencore in
2006.  

The rest will be paid by the plant's earnings and by the debt
that will be sold by the new firm, the AP notes, citing
Ecopetrol Vice President Federico Maya.

Meanwhile, Brazilian state oil firm Petroleo Brasileiro SA is in
talks with Glencor to purchase a stake in the Refineria de
Cartagena, Mr. Gutierrez told the AP.

Petroleo Brasileiro lost the bidding for control of Refineria de
Cartagena to Glencore in an August 2006 auction, the AP states.

Ecopetrol is an integrated-oil company that is wholly owned by
the Colombian government.  The company's activities include
exploration for and production of crude oil and natural gas, as
well as refining, transportation, and marketing of crude oil,
natural gas and refined products.  Ecopetrol is Latin America's
fourth-largest integrated-oil concern.  Operations are organized
into Exploration & Production, Refining & Marketing,
Transportation, and International Commerce & Gas.

                        *     *     *

On June 27, 2006, Fitch Ratings revised the rating outlook of
the BB long-term foreign currency issuer default rating of
Ecopetrol SA to Positive from Stable.  This rating action
follows the recent revision in the Rating Outlook to Positive
from Stable of the 'BB' foreign currency IDR of the Republic of
Colombia.  Ecopetrol's IDR remain strongly linked with the
credit profile of the Republic of Colombia.


PETROLEO BRASILEIRO: In Talks with Glencor for Refineria Stake
--------------------------------------------------------------
Brazilian state oil firm Petroleo Brasileiro SA is negotiating
with Swiss company Glencor International AG to purchase a stake
in the Refineria de Cartagena SA in the port of Cartagena, the
Associated Press reports, citing Ecopetrol Chief Executive
Officer Javier Gutierrez.

According to the AP, Petroleo Brasileiro lost the bidding for
Ecopetrol's stake in Refineria de Cartagena to Glencore in an
August 2006 auction.

Mr. Gutierrez told the AP that the company and Swiss firm
Glencore will increase planned investment at the Refineria de
Cartagena.

The AP relates that the firms will increase investment to US$2-
billion investment from US$880 million to increase the plant's
production to 150,000 barrels per day.  They initially planned
to produce 140,000 barrels of lower-quality fuel oil.

According to the report, the investment will be partly funded by
the proceeds from Ecopetrol's 51% stake sale to Glencore in
2006.  

The rest will be paid by the plant's earnings and by the debt
that will be sold by the new firm, the AP states, citing
Ecopetrol Vice President Federico Maya.

                       About Ecopetrol

Ecopetrol is an integrated-oil company that is wholly owned by
the Colombian government.  The company's activities include
exploration for and production of crude oil and natural gas, as
well as refining, transportation, and marketing of crude oil,
natural gas and refined products.  Ecopetrol is Latin America's
fourth-largest integrated-oil concern.  Operations are organized
into Exploration & Production, Refining & Marketing,
Transportation, and International Commerce & Gas.

                 About Glencore International

Founded in 1974 as a marketer of ferrous and nonferrous metals
and other products, Glencore International is owned by
management and employees.  It trades in the stuff of which stuff
is made.  The company is a commodities trader (metals and
minerals, agricultural products, and energy) and a diversified
natural resources conglomerate with interests in companies
involved in mining, smelting, refining, and processing.  In the
energy sector, the company markets such products as coal, crude
oil, jet fuel, and gasoline.  Glencore International's ownership
stakes include a 14% share in Xstrata and a 12% interest in
RUSAL, the world's largest aluminum producer.  

                  About Petroleo Brasileiro

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.


SOLUTIA INC: PR on Plan Misled Shareholders, Judge Beatty Says
--------------------------------------------------------------
The Honorable Prudence Carter Beatty of the U.S. Bankruptcy
Court for the Southern District of New York said that Solutia
Inc. misled current stockholders in its news release dated
May 16, 2007, which announced the filing of the its First
Amended Joint Plan of Reorganization, Bloomberg News reports.

"At best, this is misleading," Judge Beatty said, referring to
the statement "creditors and equity interest holders will
receive the following distributions."

Judge Beatty stated that the news release should have provided
that existing stock of Solutia will be cancelled, and equity of
reorganized Solutia will be distributed to creditors or sold to
investors.

The news release, however, said with respect to the
distributions, "Holders of Equity Interests in Solutia will
receive no distributions on account of such equity interests."

The Amended Plan and the attached Disclosure Statement filed
before the Court note that while present equity holders in
Solutia will receive zero recovery on account of their
interests, unsecured creditors will recover 84.9 cents on the
dollar on account of their claims.

Shares of existing stock of Solutia continue to be traded over
the counter under the symbol SOLUQ.  A total of 104,460,000
shares are outstanding as of March 31, 2007.  According to data
from Bloomberg, Solutia held these closing prices during the
past seven business days:

    Date       Closing Price
    ----       -------------
    5/22/07      27.5 cents *************
    5/21/07      28.0 cents **************
    5/18/07      27.5 cents *************
    5/17/07      19.0 cents *********
    5/16/07      39.0 cents *******************
    5/15/07      39.0 cents *******************
    5/14/07      39.0 cents *******************

                 Legacy Liabilities Settlement
                   Due for Separate Hearing

Judge Beatty said that Solutia's settlement with former parent
Monsanto Co., relating to environmental liabilities created by
the long-term operation of Old Monsanto's chemical business,
must be considered for approval in a separate hearing.

The Amended Plan provides that Monsanto will accept financial
responsibility for environmental remediation and clean-up
obligations at all sites for which Solutia was required to
assume responsibility at the spin-off but which were never owned
or operated by Solutia.  Solutia will remain responsible for the
environmental liabilities at sites that it presently owns or
operates.  Solutia and Monsanto will share financial
responsibility with respect to two sites.

"This settlement is about money in the future, the amount of
which you can't now determine," Judge Beatty said, according to
Bloomberg News.  To confirm the Amended Plan, she needs to
decide whether "Solutia will be able to handle the liabilities
it has inherited."

The Official Committee of Equity Security Holders has vigorously
opposed the Monsanto settlement.  Its counsel, David A.
Crichlow, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in New
York, said Rothschild, Inc.'s valuation of Solutia at
US$2,500,000,000 to US$3,200,000,000 is conservative.  The
Equity Committee previously offered to seek "more viable"
alternatives, asserting that the Debtors have been unable to
develop a confirmable plan that realizes the full value of their
estates.

Should Solutia fail to obtain Court approval of the Settlement,
it "may have to go back to the drawing board", said Jonathan S.
Henes, Esq., at Kirkland & Ellis LLP, in New York, according to
Bloomberg.

                        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.


* COLOMBIA: HSBC Eyes Expansion in Nation, Report Says
------------------------------------------------------
Colombia is considered as the next country to get a possible
acquisition deal from HSBC, The Times reports, saying HSBC is
looking to expand into Colombia.

Sandy Flockhart, HSBC's president for Latin America said in an
interview that one option was to make an acquisition in the
country, the third most populous in the region after Brazil and
Mexico, at 43 million, The Times states.

According to the report, Mr. Flockhart commented that Colombia,
alongside Chile, was a priority target for HSBC.

Patrick Hosking of The Times says that HSBC has a 30-branch
presence in Colombia as a by-product of its US$1.77 billion
acquisition of the Panama bank Grupo Banistmo, but it wants a
much larger footprint in such an important economy.

Colombia, with 5.5% GDP growth, rising stability and improved
security, has been defined by the United Station as the worst
humanitarian crises outside Africa.

                        *     *     *

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




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


PAYLESS SHOESOURCE: Stride Rite Deal Cues S&P's Neg. Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB-' corporate credit rating, on specialty footwear
retailer Payless ShoeSource Inc. on CreditWatch with negative
implications.  This follows the announcement on May 22, 2007,
that Payless signed a definitive agreement to acquire Stride
Rite Corp. for approximately $800 million plus the assumption of
debt.

Although Topeka, Kansas-based Payless intends to use about
$200 million of cash on hand, Standard & Poor's anticipates a
significant portion of the transaction is likely to be funded
with debt.  While S&P expects the merger to have strategic
benefits for Payless as it pursues its house of brands strategy,
the increased leverage would result in a deterioration of credit
protection measures and a possible downgrade.  Standard & Poor's
will continue to monitor the rating as details of the
transaction become available.

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.




=======
C U B A
=======


* CUBA: Expects Up to US$150 Mil. Deal in U.S. Farm Goods
---------------------------------------------------------
Cuba is expecting to sign contracts for much as US$150 million
in American agricultural goods next week at the largest
gathering of U.S. farm producers, Anita Snow writes for The
Associated Press.

Pedro Alvarez, chairman of the island's food import company
Alimport, told the AP that the meeting, which is participated by
100 American farm groups and 22 companies from the U.S., should
produce enough deals to ensure Cuba purchases as much U.S.
products in 2007 as it did in 2006.

The AP reports that Cuba spent US$570 million for U.S. food and
agricultural goods, including shipping and banking costs.  The
government has spent US$225 million of buying and importing
American goods this year.

"We are hoping that by the end of the coming week we will have
between US$100 million to US$150 million in new contracts," Mr.
Alvarez said in an interview.  He is expecting more than 250
Americans at the meeting that will wind up with contract
signings on May 30.

The AP states that since Fidel Castro's illness, less than 80
American farm groups and companies met in November during the
annual International Fair of Havana.

Cuba generally used the gatherings to register its objection to
the U.S. trade embargo, with American farm producers anxious to
do more trade with the island chiming in with their own
objections, The AP adds.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 18, 2006, Moody's Investors Service said that Cuba's Caa1
foreign-currency issuer rating reflects the debt moratorium that
has been in place for more than 15 years, leading to the
accumulation of principal and interest arrears.

Moody's assigned these ratings on Cuba:

      -- CC LT Foreign Bank Deposit, Caa2
      -- CC LT Foreign Currency Debt, Caa1
      -- CC ST Foreign Bank Deposit, NP
      -- CC ST Foreign Currency Debt, NP
      -- Issuer Rating, Caa1




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


AES CORP: Net Income Declines to US$51 Million in Fourth Quarter
----------------------------------------------------------------
The AES Corporation disclosed its fourth quarter and full-year
2006 results with both record annual revenues and net cash from
operating activities.

The company's 2006 revenues totaled US$12.3 billion, up 12% from
US$11 billion in 2005.  Gross margin increased to US$3.6 billion
from US$3.2 billion in 2005.  Due to the previously announced
Brazil restructuring and an associated after-tax US$512 million
charge (US$0.76 diluted earnings per share), income from
continuing operations decreased to US$286 million, or US$0.43
diluted earnings per share.  This compares to income from
continuing operations of US$574 million in 2005, or US$0.87
diluted earnings per share in 2005.  Adjusted earnings per share
(a non-GAAP financial measure) increased to US$1.14 and include
US$0.06 per share of favorable impacts from the Brazil
restructuring.  This compares to adjusted earnings per share of
US$0.84 in 2005.  Net cash from operating activities increased
to US$2.4 billion as compared to US$2.2 billion in 2005 and free
cash flow (a non-GAAP financial measure) remained at US$1.5
billion in 2006.

During 2006, the company increased its business development
efforts in its core power business and its Alternative Energy
group expanded its efforts to pursue strategic opportunities
including greenhouse gas emissions offset projects, wind and
other renewable generation initiatives.

The company completed construction and began commercial
operations of new generation plants in Spain and Chile totaling
1,325 MW and began construction of four new power plants,
including two in Chile and one each in Bulgaria and Panama,
totaling 1,312 MW.  In May 2007, the Company expanded into
Jordan and began construction of a 370 MW gas-fired plant,
bringing the number of total MW in its core power business under
construction worldwide to 1,682.

In the area of alternative energy, AES began commercial
operation of its 121 MW Buffalo Gap wind facility in Texas,
commenced construction on Buffalo Gap 2, an adjacent 233 MW wind
facility, and acquired 73 MW of wind generation capacity in
California.  The company expanded its wind development pipeline
outside of the United States to more than 1,300 MW through the
acquisition of stakes in wind development businesses in France,
Scotland and Bulgaria.  The company also established a climate
change business that will develop greenhouse gas emissions
offset projects in the United States and in selected countries
in Asia, Europe and North Africa.

"2006 was another strong year for AES.  We met all of our
financial targets for the year and are continuing to take steps
to deliver strong long-term financial results," said AES
President and Chief Executive Officer Paul Hanrahan.  "The
appointment of Andres Gluski as our new Chief Operating Officer
brings additional focus to managing our core power business to
deliver these results.  We are investing in the future by
stepping up our spending in new business development in our core
power sector as well as in new areas, such as alternative
energy."

                  C.A. La Electricidad Sale

AES completed the previously announced sale of its interest in
its subsidiary in Venezuela, C.A. La Electricidad de Caracas,
consistent with its Feb. 15, 2007 definitive sale agreement with
Petroleos de Venezuela, S.A., and received US$739 million in
proceeds from the sale on May 16, 2007.  As a result of signing
this agreement, the Company concluded that a material impairment
of its investment in EDC has occurred, which will be recorded in
the first quarter ending March 31, 2007.  This material
impairment represents the net realizable value of the Company's
investment in EDC defined as the current book value at
Dec. 31, 2006, less the estimated purchase price.  Management
estimates that this pre-tax, non-cash charge will be in the
range of US$600 million to US$650 million.  As a result of this
sale, the company will report EDC as a discontinued business
effective in the first quarter of 2007.

On March 16, 2007, AES received the equivalent of approximately
US$99 million in local currency as its share of EDC's dividend.  
Under the terms of the sale agreement, this dividend will be
converted into dollars at the official exchange rate within 90
days of the dividend payment date.

                   Fourth Quarter Results

Fourth quarter results were in line with the company's
expectations.  Revenues totaled US$3.1 billion, up from US$3.0
billion in the fourth quarter of 2005.  Due to increased
spending to support business development activities, costs
associated with strategic refinancing and restructuring
initiatives in its Brazil and Panama businesses and the impact
of certain maintenance activities in North America, quarter over
prior year quarter earnings declined.  As a result, income from
continuing operations was US$46 million, or US$0.07 diluted
earnings per share, compared to US$139 million, or US$0.21
diluted earnings per share in the prior year.  Fourth quarter
2006 adjusted earnings per share (a non-GAAP financial measure)
was US$0.06 compared to US$0.23 in the fourth quarter of 2005.  
Gross margin was US$854 million, compared to US$933 million
during the same period in 2005.

                  FQ 2006 Consolidated Highlights

Revenue increased by US$191 million to US$3.1 billion,
reflecting the consolidation of Itabo, a Dominican Republic
business previously carried as an equity investment, higher
prices and demand primarily in Latin America and Europe & Africa
and favorable impacts of foreign currency translation.

Gross margin decreased by US$79 million to US$854 million,
primarily due to outages at various businesses in North America,
an increase in certain costs at our utilities in Latin America,
offset by favorable impacts of foreign currency translation.

General and administrative expense increased US$44 million to
US$125 million, largely from higher corporate overhead including
spending related to business development projects in our
Alternative Energy and Latin American businesses.

Interest expense decreased by US$55 million to US$449 million,
reflecting debt retirements and refinancings at various
subsidiaries primarily within Latin America, including the
retirement of US$568 million in debt principal at Brasiliana in
Brazil.

Other expense increased by US$101 million to US$148 million,
largely due to fees and deferred financing write-offs of US$73
million related to the Brazil restructuring and US$32 million
related to the Panama subsidiary refinancing.

The effective tax rate during the quarter was 27% as compared to
30% in 2005. This decrease was primarily due to favorable
impacts from the Brazil restructuring.

Net income for the fourth quarter was US$51 million, or US$0.08
diluted earnings per share, versus US$140 million, or US$0.21
diluted earnings per share in fourth quarter 2005.

During the quarter, free cash flow decreased by US$328 million
to US$258 million, primarily due to higher maintenance capex at
certain businesses in Latin America and North America and lower
net cash from operating activities.

                    FQ 2006 Segment Highlights

To better reflect how AES manages its business, primarily on a
geographic basis, the company has realigned its reportable
segments.  As of December 31, 2006, AES reports seven segments
comprised of its generation and distribution businesses in Latin
America, North America and Europe & Africa and generation
businesses in Asia.

Latin America Generation revenue increased by US$143 million to
US$711 million, primarily due to the consolidation of Itabo in
the Dominican Republic, and increased energy prices in Chile and
Argentina. Gross margin increased by US$42 million to US$274
million, primarily due to increased sales at Tiete in Brazil and
increased energy prices in Argentina.

Latin America Utility revenue increased by US$40 million to
US$1.3 billion as the positive impact of foreign currency
translation was offset by a mandatory advance annual payment
under an alternative energy efficiency program in Brazil.  Gross
margin decreased by US$79 million to US$241 million, primarily
due to increased fixed operating and maintenance costs and the
impact of the advanced energy fund payment in Brazil and an
increase in an EDC legal contingency.

North America Generation revenue decreased by US$48 million to
US$434 million, primarily due to planned outages and lower
emission sales at AES Eastern Energy in New York and a planned
outage at Merida III in Mexico, partially offset by a new
contract at Deepwater in Texas, resulting in higher tariff
rates.  Gross margin decreased by US$44 million to US$105
million, primarily due to the loss of revenue and increased
maintenance costs for the quarter associated with the timing of
outages at various plants including AES Eastern Energy in New
York and Merida III in Mexico.

North America Utility revenue increased by US$12 million to
US$253 million and gross margin increased by US$8 million to
US$65 million primarily due to higher wholesale revenues at IPL
in Indiana.

Europe & Africa Generation revenue increased by US$72 million to
US$262 million, primarily due to favorable foreign currency
gains, increased volume in Hungary and higher volume and prices
in Kazakhstan.  Gross margin increased by US$20 million to US$76
million, primarily due to higher revenues at Ekibastuz in
Kazakhstan and lower costs at Ebute in Nigeria.

Europe & Africa Utility revenue increased by US$6 million to
US$151 million, primarily due to foreign currency translation
gains.  Gross margin decreased by US$25 million to US$17 million
due to higher bad debt expense and administrative costs at SONEL
in Cameroon.

Asia Generation revenue remained at US$188 million as higher
dispatch in Pakistan was offset by lower volumes in Sri Lanka.  
Gross margin decreased by US$13 million to US$57 million,
primarily due to a regulatory fee accrual in China and higher
variable costs in Pakistan.

                   2007 Financial Guidance

In 2007 and beyond, the company will expand its business
development efforts to capitalize on growing global demand for
power and will pursue attractive opportunities in adjacent
markets such as alternative energy.  The company will also
devote additional resources to further strengthen its global
finance organization through training and staffing initiatives.

The company sold its ownership interest in its Venezuelan
subsidiary, EDC, in early 2007.  During 2006, EDC contributed
diluted earnings per share of US$0.17 and adjusted earnings per
share of US$0.16.  During the same period, EDC contributed net
cash from operating activities, free cash flow and subsidiary
distributions of US$261 million, US$191 million and US$100
million respectively.

AES expects 2007 diluted earnings per share from continuing
operations of US$1.04 and adjusted earnings per share of
US$1.07.  The guidance excludes any earnings contribution from
EDC, as it is expected to be reported as a discontinued business
in the first quarter 2007.  On the same basis, it expects net
cash from operating activities of US$2.2 billion to US$2.3
billion, free cash flow of US$1.2 billion to US$1.4 billion and
subsidiary distributions of US$1.1 billion (including EDC).  The
guidance for the year reflects incremental costs associated with
increased levels of business development and a further
strengthening of the company's global finance organization.

                        Restatement Summary

The company has completed the restatement of its previously
issued financial statements through its filing of the Form 10-K
for the year ended Dec. 31, 2006.  The cumulative restatement
impact for all prior periods through the third quarter of 2006
resulted in a decrease to previously reported net income of
approximately US$43 million.  Many of these adjustments were the
result of additional efforts focused by the company on its
remediation of its previously identified material weaknesses.  
The restatement did not materially impact any of the prior
periods presented.

                Remediation of Material Weaknesses

During 2006, the company continued execution of its program to
remediate the material weaknesses in internal control over
financial reporting that were previously identified and reported
in the company's 2005 Form 10-K.  Two of the five material
weaknesses reported in the 2005 Form 10-K were effectively
remediated in 2006.

Partly as a result of the increased scrutiny the company has
placed on disclosure controls and work performed by additional
finance personnel hired during 2006, the company identified five
additional material weaknesses in internal control over
financial reporting which existed in prior periods but had not
been identified or reported in the Company's 2005 Form 10-K.  
Two of these five newly identified material weaknesses were
effectively remediated within 2006 and a third was effectively
remediated prior to the filing of the 2006 Form 10-K.

Throughout 2007, the company is committed to its continual
improvement program including execution of the final steps in
the remediation plans for its three remaining previously
identified material weaknesses, as well as execution of
remediation plans for its two remaining newly identified
material weaknesses.

                          About AES Corp.

AES Corp. -- http://www.aes.com/-- is a global power company.  
The company operates in South America, Europe, Africa, Asia and
the Caribbean countries.  Generating 44,000 megawatts of
electricity through 124 power facilities, the company delivers
electricity through 15 distribution companies.

AES Corp.'s Latin America business group is comprised of
generation plants and electric utilities in Argentina, Brazil,
Chile, Colombia, Dominican Republic, El Salvador, Panama and
Venezuela.  Fuels include biomass, diesel, coal, gas and
hydro.  The group also pursues business development activities
in the region.  AES has been in the region since May 1993, when
it acquired the CTSN power plant in Argentina.

                        *     *     *

In Oct. 20, 2006, Moody's Investors Service's downgraded its B1
Corporate Family Rating for AES Corporation in connection with
the implementation of its new Probability-of-Default and Loss-
given-default rating methodology.  Additionally, Moody's revised
its probability-of-default ratings and assigned loss-given-
default ratings on the company's loans and bond debt obligations
including the B1 rating on its senior unsecured notes 7.75% due
2014, which was also given an LGD4 loss-given default rating,
suggesting noteholders will experience a 55% loss in the event
of a default.




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


* ECUADOR: To Hold Equal Stake in Bank of the South
---------------------------------------------------
The so-called Bank of the South that will be launched on June 26
will be equally owned by all founding members, as agreed Tuesday
in a meeting in Paraguay, The Financial Times reports.

The bank, advocated by Venezuelan President Hugo Chavez, will be
established to rival the services offered by the International
Monetary Fund and the World Bank, on much lower rates and better
financing conditions.

The FT relates that ministers from Brazil, Argentina, Venezuela,
Bolivia, Ecuador and Paraguay all agreed that founder members
will have equal stakes and decision-making power in the proposed
bank.

"We didn't define contributions.  This is a detail that will be
decided in the coming days," Brazilian Finance Minister Guido
Mantega said in a news conference.

The Brazilian finance minister previously said that
contributions would range between US$500 million to US$300
million.  But after the recently concluded meeting,
contributions would not be too big to allow for equal
participation among all countries.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2007,
Fitch Ratings downgraded the long-term foreign currency Issuer
Default Rating of Ecuador to 'CCC' from 'B-', indicating that
default is a real possibility in the near term.

In addition, these ratings were downgraded:

   -- Uncollateralized foreign currency bonds to 'CCC/RR4' from
      'B-/RR4';

   -- Collateralized foreign currency Par and Discount Brady
      bonds to 'CCC+/RR3' from 'B/RR3'; and

   -- Short-term foreign currency IDR to 'C' from 'B'.

Fitch also affirmed the Country ceiling rating at 'B-'.




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


HERBALIFE LTD: Hires Adriana Mendizabal as Senior VP-Mexico Area
----------------------------------------------------------------
Herbalife Ltd. has appointed Adriana G. Mendizabal as senior
vice president and managing director of its Mexico and Central
America region, effective June 1, 2007.

Ms. Mendizabal brings a stellar consumer marketing background to
Herbalife based upon best practices developed throughout her
career.  She joins the company from Johnson & Johnson Consumer
Mexico, where she served as general manager of the company's
consumer division. Under her leadership, the company achieved
share gains across core product categories for brands including
Neutrogena and Johnson's Baby.

Previously, Ms. Mendizabal served as general manager of the
consumer, professional and digital division of Kodak Mexico,
where she was instrumental in achieving high profit levels, and
led the redesign of the company's sales force, among other
accomplishments.

As vice president of marketing at Pepsico Mexico, Ms. Mendizabal
reversed the company's share erosion.  She enjoyed an ascending
career at Procter & Gamble where she ultimately served as
director of marketing operations and strategic planning for
Latin America.

"We are confident that Adriana's strong management background
will enable Mexico to remain one of our top two markets, and
under her leadership, we will further our brand-building efforts
and bring the market to the next stage of expansion," said Greg
Probert, president and chief operating officer.  "In Adriana,
our distributors will find a new partner to continue to build
their organizations."

The Mexico and Central America region, which includes Costa
Rica, Panama and El Salvador, is the company's third largest
region and represents approximately 19 percent of the company's
sales in first quarter of 2007.

Herbalife Ltd. (NYSE: HLF) -- http://www.herbalife.com/--  
Herbalife, now in its 26th year, conducts business in 62
countries.  The company does business with several manufacturers
worldwide and has its own manufacturing facility in Suzhou,
China as well as major distribution centers in Venray,
Netherlands, Japan, Los Angeles, Calif., Memphis, Tenn.,
Guadalajara, Mexico, and El Salvador.  The company also has
operations in Venezuela.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 05, 2007, Standard & Poor's Ratings Services said that its
'BB+' corporate credit rating on Herbalife Ltd. remains on
CreditWatch with negative implications following the company's
announcement that the company's board of directors has rejected
a bid to be acquired by Whitney V L.P.




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


SPECTRUM BRANDS: Kent Hussey to Replace David Jones as CEO
----------------------------------------------------------
Spectrum Brands, Inc., has hired Kent Hussey as its new Chief
Executive Officer.  David Jones will step down as CEO but will
continue to serve as non-executive Chairman of the Board of
Directors until the end of fiscal year 2007 to assist in the
management transition. Mr. Jones, 57, has served as CEO and
Chairman since September 1996.  Mr. Hussey, 61, most recently
Vice Chairman and director, has previously served in the
positions of President, Chief Operating Officer, and Chief
Financial Officer.

Thomas Shepherd, Lead Director, said, "Dave Jones has played a
vital role in transforming Rayovac from a US$400 million
domestic consumer battery company to the US$2.5 billion
diversified global consumer products company that Spectrum
Brands is today.  The Board respects Dave's decision to step
down and appreciates his willingness to stay on through the
transition period.  We wish him success in his future
endeavors."

"I am extremely proud of all that Spectrum Brands has
accomplished and, after managing the Company through recent
challenging times, am comfortable leaving knowing that Spectrum
Brands is well positioned for future growth and profitability,"
said Mr. Jones. "Kent is the ideal successor to lead Spectrum in
the next phase of its evolution.  He has worked alongside me in
the management of the Company for more than 10 years and has
been instrumental in guiding Spectrum's strategic, financial and
operational initiatives as well as its M&A strategy.  I am
confident that Kent, and the rest of our executive team, will
continue to execute on strategy and leverage Spectrum's
portfolio of strong brands and global platform to build value
for shareholders."

"The many initiatives implemented over the past 18 months to
revitalize our sales and improve profitability are beginning to
show in our ongoing financial results; our recently announced
second quarter performance gives me confidence we have turned
the corner," said Mr. Hussey.  "The corporate restructuring
announced in January is on track and our second quarter results
demonstrate that our business units are performing well under
strong operational leadership teams.  I have a long term
commitment to Spectrum and will be fully focused on executing
our strategy of improving operational performance while pursuing
asset sales to reduce our leverage and interest burden."

Mr. Hussey, who has over 37 years of management experience in
the manufacturing and consumer products industries, has been a
managing executive and director of Spectrum since 1996.  Since
January 2007, he has served as Vice Chairman, responsible for
spearheading the strategic direction of the company and for
corporate business development.  He joined the Company as
Executive Vice President of Finance and Administration and Chief
Financial Officer in October 1996, and served as President and
Chief Operating Officer from April 1998 to January 2007.  From
1994 to 1996, Mr. Hussey was Vice President and Chief Financial
Officer of ECC International, a producer of industrial minerals
and specialty chemicals. From 1991 to 1994, he served as Vice
President of Finance and Chief Financial Officer of The Regina
Company.  Previously he held financial management positions at
The Conair Group, Astechnologies, Inc. and United Technologies
Corporation. Hussey currently serves as a director of American
Woodmark Corporation and various privately-held companies.

                      About Spectrum Brands

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 30, 2007, Fitch Ratings affirmed these ratings of Spectrum
Brands, Inc:

   -- Issuer default rating 'CCC';

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

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

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




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


DIGICEL LTD: Calls for Liberalization of Fixed Line Sector
----------------------------------------------------------
Digicel Ltd. has called for the liberalization of the fixed line
industry in Guyana, as a way to provide alternatives and support
for international communications, Business News Americas
reports.

Guyanese daily The Stabroek News relates that a part of the
Americas II, the Caribbean undersea telecoms cable connecting to
Guyana, suffered another fault in less than three weeks, causing
further disruption to long distance and Internet services.

As reported in the Troubled Company Reporter-Latin America on
May 24, 2007, Digicel had secured a temporary international
license from the Guyana government.  Guyanese Prime Minister
Samuel 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.  
Digicel started using its earth station to route international
calls, with the permission of the prime minister.  However,
Prime Minister Hinds took back his decision to let Digicel use
its Kingston Earth Station to provide international traffic
originating and termination on its network when the Americas II
cable was restored.

BNamericas says that the cable failed again at the start of this
week.

"The second disruption in the Americas II cable, in less than 15
days, highlights the devastating effect that the reliance on a
single operator to provide international connectivity in and out
of the country can have," Digicel Guyana's Chief Executive
Officer Tim Bahrani told BNamericas.

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


AIR JAMAICA: Allegedly Sells London Air Space to Virgin Atlantic
----------------------------------------------------------------
Reports say that Air Jamaica has sold its air space and landing
slot for its London flight to Virgin Atlantic Airlines.

As reported in the Troubled Company Reporter-Latin America on
May 22, 2007, Air Jamaica would reduce its services on the
London to Kingston route.  Members of the Jamaican community
were reportedly informed of Air Jamaica's plan during a meeting
at the Jamaican High Commission in London on May 17.  A source
who attended the meeting said that the airline was at a delicate
stage with its plans, which includes the possible sale of its
air route to British Airways or Virgin Airlines.  Virgin
Airlines recently started flying from the United States into
Montego Bay, and was believed to be the leading bidder for the
purchase of Air Jamaica's Kingston to London route.  Air
Jamaica's decision to decrease its service is due to several
factors including:

          -- rising fuel bill,
          -- competition on the Kingston to London route, and
          -- huge financial losses,
          -- the possibility of further competition from other
             airlines.

Radio Jamaica relates that Virgin Atlantic allegedly settled the
deal with Air Jamaica over rival British Airways.

According to the reports, Air Jamaica will take its last daily
flight out of London Heathrow International Airport on Oct. 27.

Deon Green at Radio Jamaica notes that the deal will result in
Virgin Atlantic's increasing its flights to Montego Bay and
Kingston.

Radio Jamaica states that the Facilitators for a Better Jamaica,
a lobby group in England, is worried on the alleged sale.

The sale of the rights to Air Jamaica's London route to Virgin
Airlines was a "retrograde step," Deon P. Green at the Jamaica
Gleaner relates, citing Patsy Robertson, the Jamaica Diaspora
United Kingdom media spokesperson.

The Facilitators said in a statement, "Jamaicans in the UK are
being short-changed, first the visa fiasco and now this; yet
again the question is raised where was the consultation and with
whom.  Not that we could have made a difference but it would be
good to know if there was a possibility for making a difference
like maybe securing the same allowance deals which was enjoyed
by Jamaicans with Air Jamaica."

Radio Jamaica notes that the Facilitators questioned the failure
of officials to communicate with the Jamaican community in the
Diaspora before coming up with a final decision.

Ms. Robertson told The Gleaner's Mr. Green, "We were not
contacted on how we could help preserve the symbol of Jamaica
flying into Britain; many are left wondering why the Jamaican
government allows two large British carriers to be operating out
of Jamaica, they should have realized that that would bring
problems."

"Jamaicans in the UK going back home will have a problem with
the baggage allowance and our pride even though at the same time
there needs to be a balancing act as we cannot keep flogging a
dead horse," the Facilitators commented to The Gleaner's Mr.
Green.

Jamaicans in the UK traveling to Jamaica will be faced with a
problem with the baggage allowance as well as the possibility of
raised fares, Radio Jamaica says, citing the Facilitators.

Meanwhile, The Jamaica Hotel and Tourist Association were
concerned about Virgin Atlantic taking over Air Jamaica's London
route, according to Radio Jamaica.

JHTA President Horace Peterkin told Radio Jamaica that decreased
flights to Montego Bay could have an unfavorable effect on
hotels in the tourism belt.  Jamaica Tourist Board Chairperson
Dennis Morrison has rejected the reports on the sale of the
routes, but if the six flights to Montego Bay are taken out, it
would hurt tourism.  Lobbying efforts will be launched starting
with an urgent meeting with all stakeholders.

Radio Jamaica reports that New Look Travel Services, a London
travel agency, hinted that it would have to reduce its staff if
Air Jamaica lets go of the London route.

New Look Managing Director Winston Pickersgill told Radio
Jamaica that the agency deals with 75% of Air Jamaica's booking.  
It could lose about 30% of its overall income.

Headquartered in Kingston, Jamaica, Air Jamaica --
http://www.airjamaica.com/-- was founded in 1969.  It flies
passengers and cargo to almost 30 destinations in the Caribbean,
Europe, and North America.  Air Jamaica offers vacation packages
through Air Jamaica Vacations.  The company closed its intra-
island services unit, Air Jamaica Express, in October 2005.  The
Jamaican government assumed full ownership of the airline after
an investor group turned over its 75% stake in late 2004.  The
government had owned 25% of the company after it went private in
1994.  The Jamaican government does not plan to own Air Jamaica
permanently.

                        *     *     *

On July 21, 2006, Standard & Poor's Rating Services assigned B
long-term foreign issuer credit rating on Air Jamaica Ltd.,
which is equal to the long-term foreign currency sovereign
credit rating on Jamaica, is based on the government's
unconditional guarantee of both principal and interest payments.


DIGICEL GROUP: Jamaican Subscriber Base Increase by 100,000
-----------------------------------------------------------
Digicel Group told the Jamaica Gleaner that its Jamaican
customers base grew by 100,000, or 6.25%.

Maureen Rabbitt, Digicel Group's chief of communication,
commented to The Gleaner, "Both existing and new markets are
experiencing strong growth.  Digicel Jamaica currently has 1.7
million customers which represents an increase of 100,000 from
our announcement in December 2006."

Meanwhile, Digicel Group's clients in Haiti increased by 40%,
The Gleaner says.  Jamaica and Haiti together account for 66% of
the firm's worldwide subscribers.

The Gleaner notes that the growth in Jamaica added 400,000
subscribers in March 2007, building on the one million clients
that Digicel Group disclosed months into the startup of its
operation in Jamaica.

Digicel Group also disclosed strong growth in Guyana.  It told
The Gleaner that its subscribers increased to over 100,000 from
its 18,400 base at acquisition in November.

Clients of Digicel Group, overall, increased by 144%, The
Gleaner states.  The company said that it now has 4.7 million
clients across its 22 markets that span Central and South
America, the Caribbean and Samoa.

Digicel Group Limited -- http://www.digicelgroup.com/-- is a
wireless services provider in the Caribbean region.  The company
is a newly created Bermuda incorporated company formed by Mr.
Denis O'Brien, who previously owned 78% of the shares of Digicel
Limited on a fully diluted basis.  The company started
operations in Jamaica in April 2001 and now offers GSM mobile
services in 22 markets primarily in the Caribbean including
Jamaica, St. Lucia, St. Vincent, Aruba, Grenada, Barbados,
Cayman, Curacao, Martinique, Guadeloupe, Trinidad and Tobago and
Haiti among others.

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

Digicel Group Ltd.

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

Digicel Ltd.

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

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

Digicel International Finance Ltd.

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

Fitch said the outlook on all ratings was stable.


NATIONAL COMMERCIAL: Unit Will Seek To Raise Additional Capital
---------------------------------------------------------------
NCB Capital Markets, National Commercial Bank's unit, said that
it would seek to raise additional capital to finance its
expansion through a "renounceable rights issue" of its
preference stock, Ashford W. Meikle at the Jamaica Gleaner
reports.

NCB Capital Managing Director Christopher Williams commented to
The Gleaner's Mr. Meikle, "We are an investment bank and we
basically look for opportunities to invest funds.  It was always
our intention to consider a rights issue and the board has now
decided to pursue that."

However, NCB Capital will still decide on the date, terms and
other details, The Gleaner's Mr. Meikle says, citing Mr.
Williams.

The rights issue is an offer to shareholders to buy more of a
corporate stock usually at a discount, Mr. Willieams explained
to The Gleaner's Mr. Meikle.  It would give investors a chance
to invest in NCB Capital through a secure, tax-efficient product
that, within the current environment of declining interest
rates, would offer yield protection.

Mr. Willieams told The Gleaner's Mr. Meikle, "We continue to
look for ways to offer to our clients opportunities to achieve
above-average rates of returns, protection of their principal
and tax efficiency."

According to The Gleaner's Mr. Meikle, Mr. Williams said that
the market has to consider investing more outside of the
"traditional repo products."  He stated that the funds from the
rights issue would be invested in the same manner to the capital
raised from the preference-share issue in 2006.

Mr. Willieams told The Gleaner's Mr. Meikle, "The first set of
funds was used to invest in the securities market -- fixed
income and equities -- and we have done well with it.  And
that's we will do again. We are not into building block and
steel."

The Gleaner's Mr. Meikle notes that Mr. Williams believes that
the preference-share offer was a "creative product in the market
place."

NCB Capital thinks that the rights issue will do well when it
opens for subscription, The Gleaner's Mr. Meikle says, citing
Mr. Williams.

"We feel that the ordinary shares equity market is weak.  
However, as we predicted and which has been the case, the
preference-shares equities market is strong.  They are very
attractive in an environment in which equities are weak because
of the combined feature of equity and fixed return.  Clearly,
investors are making the distinction between ordinary equities
and preference-share equities, as they should, because they are
different," Mr. Willieams told The Gleaner's Mr. Meikle.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 18, 2006, Standard & Poor's Rating Services affirmed its
'B/B' counterparty credit and CD ratings on National Commercial
Bank Jamaica Ltd.  S&P said the outlook is stable.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 2, 2007, Fitch Ratings affirmed these ratings on Jamaica-
based National Commercial Bank Jamaica Limited:

          -- long-term foreign and local currency Issuer Default
             Ratings (IDR) at 'B+';

          -- short-term foreign and local currency rating at
             'B';

          -- individual at 'D';

          -- support at 4.

The Rating Outlook on the bank's ratings was Stable, in line
with Fitch's view of the sovereign's creditworthiness.  




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


AMERICAN AXLE: Paying US$0.15 Per Share Dividend on June 28
-----------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., which is traded as
AXL on the NYSE, reported a cash dividend of US$0.15 per share
payable on June 28, 2007, to stockholders of record on all of
the Company's issued and outstanding common stock as of
June 7, 2007.

American Axle & Manufacturing -- http://www.aam.com/--   
manufactures, engineers, designs and validates driveline and
drive train systems and related components and modules, chassis
systems and metal-formed products for light trucks, sport
utility vehicles and passenger cars.  In addition to locations
in the United States, AAM also has offices or facilities in
Brazil, China, England, Germany, India, Japan, Mexico, Poland,
Scotland and South Korea.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 28, 2007, Fitch has assigned a 'BB' rating to American Axle
& Manufacturing's (NYSE: AXL) new senior unsecured notes due
2017.  Fitch has also affirmed American Axle's existing ratings:

   -- Issuer Default Rating (IDR) 'BB';
   -- Senior unsecured bank facility 'BB'; and
   -- Senior unsecured 'BB'.


CINRAM INTERNATIONAL: First Quarter Earnings Down to US$7.2 Mil.
----------------------------------------------------------------
Cinram International Income Fund reported first quarter 2007
revenue of US$443.9 million compared with US$447.8 million in
2006, and earnings before interest, taxes and amortization of
US$69.6 million compared with US$72 million in the first quarter
of 2006.  Cash flow from operations increased to US$119.4
million in the first quarter of 2007 from US$83.8 million in the
comparable 2006 period.  Net earnings for the quarter decreased
to US$7.2 million from US$8 million or for the first quarter of
2006.

"First quarter DVD unit volumes were in line with our
expectations and were indicative of our customers' healthy
release schedules and the overall strength of the market for
DVDs," said Cinram chief executive officer Dave Rubenstein.  
"Cinram's first quarter DVD unit volumes were up nine per cent
over 2006; however, the positive impact of this increase was
offset by lower prices, a decline in our printing business and
lower CD volume during the period."

In the first quarter, the company generated distributable cash
of US$39.9 million and paid distributions of US$40.7 million
resulting in a payout ratio of 102%.  However, Cinram's first
quarter payout ratio is not indicative of its annual payout
ratio as distributable cash varies by quarter in line with the
seasonal fluctuations in its business.

"We have made significant strides on the business development
front since the beginning of the year, including the acquisition
of Ditan Corporation," added Mr. Rubenstein.  "We are
aggressively moving forward with our plans to leverage our core
competencies and continue to pursue strategic initiatives that
will be accretive to our unitholders and which will ensure the
long-term growth of our company."

On April 30, 2007, Cinram acquired substantially all of the
assets of Ditan Corporation, the leading third-party interactive
software and games distribution company in the United States,
for US$50 million in cash plus additional cash consideration
upon the achievement of certain future performance metrics.  The
Ditan acquisition provides Cinram with a strategic entry point
into the growing video game market as well as the opportunity to
take advantage of a number of synergies in manufacturing and
distribution.

                    Other financial highlights

Gross profit for the quarter ended March 31, 2007, declined six
per cent to US$76.5 million from US$81.8 million in 2006.  The
favorable gross profit impact of increased DVD units during the
quarter was more than offset by lower DVD pricing, product mix
and a reduction in CD and printing sales.  Amortization expense
from capital assets, which is included in the cost of goods
sold, decreased to US$35.3 million from US$36.8 million in the
first quarter of 2006.

                   Balance Sheet and Liquidity

Cinram's cash and cash equivalent position increased to
US$197.3 million at quarter end from US$152.7 million at
Dec. 31, 2006.  With debt of US$664.6 million, the Fund had a
net debt position of US$467.3 million at March 31, 2007,
compared with a net debt position of US$522.8 million at the end
of 2006.  Cinram's US$150-million revolving line of credit was
not used in the first quarter and currently remains undrawn.  
Working capital decreased to US$265.7 million at March 31, 2007,
from US$282.5 million at Dec. 31, 2006, as we used funds for
capital spending and debt repayments.  Subsequent to quarter
end, the company used US$50 million in cash to finance the
acquisition of Ditan Corporation.

                     Unit Repurchase Program

Cinram received regulatory approval and satisfactory amendments
to the Fund's credit facilities on March 30, 2007, enabling it
to proceed with the Normal Course Issuer Bid that was first
announced on March 5, 2007.  Under the NCIB, Cinram may purchase
up to a total of 5 million units for cancellation through the
facilities of the TSX during the 12-month period starting
March 30, 2007.  The actual number of units, which may be
purchased pursuant to the NCIB and the timing of any such
purchases will be determined by Cinram's management and in
accordance with applicable securities legislation.  To date,
Cinram has not made any purchases under the NCIB as the Fund has
been in a blackout period.

                    About Cinram International

Cinram International Inc. (TSX: CRW.UN) - http://www.cinram.com/
-- an indirect wholly owned subsidiary Cinram International
Income Fund, provides pre-recorded multimedia products and
related logistics services.  With facilities in North America
and Europe, Cinram International Inc. manufactures and
distributes pre-recorded DVDs, VHS video cassettes, audio CDs,
audio cassettes and CD-ROMs for motion picture studios, music
labels, publishers and computer software companies around the
world.  The company has sales offices in Mexico.

                        *     *     *

Cintram International Income Fund carries Moody's B1 long-term
corporate family and bank loan debt rating.  The ratings outlook
is stable.


ENERSYS INC: Will Restructure Certain European Operations
---------------------------------------------------------
EnerSys Inc., who has acquired Energia AD in Bulgaria, disclosed
a plan, subject to consultation with the appropriate labor
representatives, to restructure certain of its European
production and commercial operations.  In part, the
Restructuring will facilitate the integration of Energia AD into
EnerSys' operations.  Energia not only provides the company
additional access to the rapidly growing Eastern European and
Russian markets, but it also provides an additional low-cost
manufacturing platform for the company.

The Restructuring, approved today by the board of directors of
the company, is designed to improve operational efficiencies and
eliminate redundant costs primarily attributable to the Energia
transaction.  The Restructuring will commence upon the
completion of the requisite consultations, and the company
expects to substantially complete these actions by the end of
the company's current fiscal year, which ends on March 31, 2008.

As a result of the Restructuring, the company expects to incur
cash expenses of approximately US$12 million, primarily for
employee severance-related payments, and non-cash expenses of
approximately US$5 million, primarily for fixed asset write-
offs.  Approximately US$15 million will be charged to the
company's results of operations during fiscal year 2008, of
which about US$10 million will impact first quarter results with
an additional impact of between US$1 and US$2 million per
quarter for the remainder of fiscal 2008.  The remaining
expenses of approximately US$2 million will be charged to the
company's results of operations during fiscal year 2009.  Cost
savings realized from the Restructuring are anticipated to be
approximately US$5 million in fiscal 2008 and in excess of US$10
million in fiscal 2009.

The Energia acquisition is expected to be accretive by
approximately US$0.03 per share in fiscal 2008 and in excess of
US$0.07 per share in fiscal 2009.  These per share results
include roughly 60 percent of the total cost savings from the
restructuring, while they exclude the anticipated US$17 million
in earnings charges associated with these actions, equivalent to
US$0.21 per share in fiscal 2008 and US$0.03 per share in fiscal
2009.  The Restructuring's remaining cost savings benefits will
be included in the operating results of the Company's existing
European business.

EnerSys -- http://www.enersys.com/-- (NYSE: ENS) manufactures   
industrial battery through 21 manufacturing and assembly
facilities worldwide.  Headquartered in Reading, Pennsylvania,
the company is uniquely positioned to provide expertise in
designing, building, installing and maintaining a comprehensive
stored energy solution for industrial applications throughout
the world.  The company's products and services are focused on
two primary markets: Motive Power (North & South America) or
(Europe) and Reserve Power (Worldwide), (Aerospace & Defense) or
(Speciality Batteries).  The company's facilities are located at
China, France, Mexico, Germany, and the United Kingdom, among
others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 21, 2007, Standard & Poor's Ratings Services revised its
outlook on industrial battery manufacturer EnerSys to stable
from negative.  Standard & Poor's also affirmed all its ratings
on the company, including its 'BB' corporate credit rating.


FEDERAL-MOGUL: Anderson Memorial Can Vote on Plan Until May 31
--------------------------------------------------------------
The Hon. Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware, as agreed to by the parties, defers the
deadline for Anderson Memorial, and the asbestos property damage
claimants it represents, to vote on and object to Federal-Mogul
Corp. and its debtor-affiliates' Fourth Amended Joint Plan of
Reorganization to the earlier of:

   (a) one week after the Court rules on the Debtors' request to
       enter into their Settlement Agreement with Anderson
       Memorial; and

   (b) May 31, 2007.

The deadline for the Official Committee of Asbestos Property
Damage Claimants to object to the Fourth Amended Plan is also
extended to the earlier of (i) one week after the Court rules on
the Debtors' request; and (ii) May 31, 2007.

The Debtors have 10 days after Anderson Memorial and the
Asbestos PD Committee file their objections, if any, to respond
to those objections.

                       About Federal-Mogul

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is an automotive parts  
company with worldwide revenue of some $6 billion.  Federal-
Mogul also has operations in Mexico and the Asia Pacific Region,
which includes, Malaysia, Australia, China, India, Japan, Korea,
and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James
F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown
& Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they listed US$10.15 billion in assets and
US$8.86 billion in liabilities.  Federal-Mogul Corp.'s U.K.
affiliate, Turner & Newall, is based at Dudley Hill, Bradford.
Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and
Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M.
Sutty, Esq., at The Bayard Firm represent the Official Committee
of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on
June 6, 2004, the Bankruptcy Court approved the Third Amended
Disclosure Statement for their Third Amended Plan.  On
July 28, 2004, the District Court approved the Disclosure
Statement.  The estimation hearing began on June 14, 2005.  They
then submitted a Fourth Amended Plan and Disclosure Statement on
Nov. 21, 2006, and the Bankruptcy Court approved that Disclosure
Statement on Feb. 6, 2007.  The confirmation hearing is set for
June 8, 2007.  (Federal-Mogul Bankruptcy News, Issue No. 137;
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


FEDERAL-MOGUL: Claimants Has Until May 31 to Vote on Plan
---------------------------------------------------------
The Hon. Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware, as agreed to by the parties, deferred the
deadline for Anderson Memorial, and the asbestos property damage
claimants it represents, to vote on and object to Federal-Mogul
Corp. and its debtor-affiliates' Fourth Amended Joint Plan of
Reorganization to the earlier of:

   (a) one week after the Court rules on the Debtors' request to
       enter into their Settlement Agreement with Anderson
       Memorial; and

   (b) May 31, 2007.

The deadline for the Official Committee of Asbestos Property
Damage Claimants to object to the Fourth Amended Plan is also
extended to the earlier of (i) one week after the Court rules on
the Debtors' request; and (ii) May 31, 2007.

The Debtors have 10 days after Anderson Memorial and the
Asbestos PD Committee file their objections, if any, to respond
to those objections.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is an automotive parts  
company with worldwide revenue of some US$6 billion.  Federal-
Mogul also has operations in Mexico and the Asia Pacific Region,
which includes, Malaysia, Australia, China, India, Japan, Korea,
and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James
F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown
& Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they listed US$10.15 billion in assets and
US$8.86 billion in liabilities.  Federal-Mogul Corp.'s U.K.
affiliate, Turner & Newall, is based at Dudley Hill, Bradford.
Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and
Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M.
Sutty, Esq., at The Bayard Firm represent the Official Committee
of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on
June 6, 2004, the Bankruptcy Court approved the Third Amended
Disclosure Statement for their Third Amended Plan.  On
July 28, 2004, the District Court approved the Disclosure
Statement.  The estimation hearing began on June 14, 2005.  They
then submitted a Fourth Amended Plan and Disclosure Statement on
Nov. 21, 2006, and the Bankruptcy Court approved that Disclosure
Statement on Feb. 6, 2007.  The confirmation hearing is set for
June 8, 2007.  (Federal-Mogul Bankruptcy News, Issue No. 137;
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


FORMICA CORP: Fletcher Building to Buy Company for US$700 Mil.
--------------------------------------------------------------
Formica Corporation disclosed that it is being acquired by
Fletcher Building Limited.

The acquisition of Formica for US$700 million with additional
deferred payments of up to US$50 million from private equity
investors Cerberus Capital Management, L.P. and Oaktree Capital
Management, LLC represents growth opportunities for Formica and
for Fletcher Building.  The seller will retain the South America
operations and certain real estate in California.

"Our goal has been to establish an ownership structure that will
allow us to build upon our success and continue to invest in and
grow the business, and our people," said Frank Riddick,
President and Chief Executive Officer of Formica.  "Fletcher is
ideally aligned with this objective due to its broad-based
building material and construction business and experience in
the laminate and decorative surface market.  The combination of
Formica and Fletcher Building's Laminex businesses will create
the largest global manufacturer of decorative surfaces and high-
pressure laminates in the world."

Formica, based in Cincinnati, Ohio, has more than 3,800
employees in 14 manufacturing and 33 distribution facilities
spread across Asia, Europe and North America.  Riddick said
Formica's financial performance, product portfolio and employee
base have been revitalized in recent years and the business
outlook is promising.

"Formica is a recognized innovator in its industry, with an
excellent track record of new product development and successful
product introduction," said Fletcher Building Chief Executive
Officer Jonathan Ling.  "We are confident that this acquisition
will allow us to establish a truly global laminates platform,
providing new opportunities for us in Asia and creating
synergies across our manufacturing, sales and distribution
networks."

The transaction will be subject to regulatory approvals and is
expected to close in early July.

Formica does not expect the new ownership to have a significant
impact on day-to-day operations.  In the near term, Formica will
be structured as a business unit within the Fletcher Building
Laminates & Panels division.  Frank Riddick will remain as
President and Chief Executive Officer of Formica and the
management team will remain with the company.

Formica was represented in the transaction by Weil, Gotshal &
Manges LLP and Goldman, Sachs & Co.

                    About Fletcher Building

Based in Auckland, New Zealand, Fletcher Building Limited --
http://www.fletcherbuilding.com/-- (NZE:FBU) is the holding  
company of the Fletcher Building group.  The company has five
operating units: Laminates & Panels (principally involving
Laminex, which currently owns the rights to and sells under the
Formica(R) brand in Australia and New Zealand), Building
Products, Steel, Infrastructure and Distribution.

                      About Formica Corp.

Cincinnati, Ohio-based Formica Corp. -- http://www.formica.com/
-- designs, manufactures and distributes a full range of
surfacing products for commercial and residential applications,
including Formica(R) Brand Laminate, Formica(R) Solid Surfacing,
Formica Granite(R), Formica(R) Stone Natural Quartz Surfacing,
Formica(R) Veneer Premium Wood Surfacing and Formica(R)
DecoMetal.  The company has offices in Mexico, Spain, Sweden,
United Kingdom, Finland, France, Italy, Russia, China, Hong
Kong, Singapore, Taiwan, and Thailand.

                        *     *     *

As reported in the Troubled Company Reporter-Europe on
Oct. 13, 2006, in connection with Moody's Investors Service's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the Building Products sector, the
rating agency confirmed its B2 Corporate Family Rating for
Formica Corp.  Additionally, Moody's revised its probability-of-
default ratings and assigned loss-given-default ratings on these
loans:

                                                    Projected
                         Old POD  New POD  LGD      Loss-Given
   Debt Issue            Rating   Rating   Rating   Default
   ----------            -------  -------  ------   ----------
   US$60m Gtd. Sr. Sec.
   Revolving
   Credit Facility       B2       B1       LGD3     42%

   US$210m Gtd. Sr. Sec.
   Term Loan             B2       B1       LGD3     42%


FORMICA CORP: Moody's May Downgrade Low B Ratings After Review
--------------------------------------------------------------
Moody's Investors Service placed Formica Corporation on review
for possible downgrade.  The review was prompted by Fletcher
Building Limited's planned acquisition of Formica from private
equity firms Cerberus Capital Management and Oaktree Capital
Management for approximately US$700 million, with additional
deferred payments of up to US$50 million if Formica achieves
specific performance targets.  The purchase price excludes
Formica's South American operations and certain real estate in
California.

These ratings have been placed on review:

   -- Corporate family rating, rated B2;
   -- Probability of default rating, rated B2;
   -- US$210 million gtd. sr. sec. term loan, rated B1; and
   -- US$60 million gtd. sr. sec. revolving credit facility,
      rated B1.

The US$750 million total purchase price represents a multiple of
approximately 7.2 times June 2008 LTM EBITDA (with synergies).
The purchase is expected to initially be financed with bridge
financing, with a long-term capital structure to be put into
place after the close.  The transaction is anticipated to close
in the third quarter of 2007.

                     About Fletcher Building

Based in Auckland, New Zealand, Fletcher Building Limited --
http://www.fletcherbuilding.com/-- (NZE:FBU) is the holding  
company of the Fletcher Building group.  The company has five
operating units: Laminates & Panels (principally involving
Laminex, which currently owns the rights to and sells under the
Formica(R) brand in Australia and New Zealand), Building
Products, Steel, Infrastructure and Distribution.

                        About Formica Corp.

Headquartered in Cincinnati, Ohio, Formica Corp. --
http://www.formica.com/-- designs, manufactures and distributes  
a full range of surfacing products for commercial and
residential applications, including Formica(R) Brand Laminate,
Formica(R) Solid Surfacing, Formica Granite(R), Formica(R) Stone
Natural Quartz Surfacing, Formica(R) Veneer Premium Wood
Surfacing and Formica(R) DecoMetal.  The company has offices in
Mexico, Spain, Sweden, United Kingdom, Finland, France, Italy,
Russia, China, Hong Kong, Singapore, Taiwan, and Thailand.


GRUPO IUSACELL: Keeping Separate Commercial Brand from Unefon
-------------------------------------------------------------
Grupo Iusacell, S.A. de C.V.'s 3G product director Gustavo
Guevara told Business News Americas that under the Grupo Salinas
ownership, the company will maintain a separate commercial brand
from Unefon.

BNamericas notes that Grupo Iusacell was merged with Unefon.

According to BNamericas, Grupo Salinas owns a 90% stake in
Unefon.  It purchased in September 2006 a 45.6% share in Unefon
for US$300 million from the Saba family, its former partner.  
The group immediately began integrating the commercial,
administrative and technological systems of Grupo Iusacell and
Unefon.

The report says that the administration is still studying "how
to take advantage of operational synergies and optimize the use
of infrastructure."

Mr. Guevara told BNamericas that Grupo Salinas decided to let
Grupo Iusacell and Unefon keep their separate brands based on
the strong brand loyalty each operator has.  Though the brands
will continue to offer postpaid and prepaid services, Grupo
Iusacell will concentrate more on postpaid, while Unefon will
focus on prepaid.  This fits "the current subscriber make-up and
planned marketing efforts, rather than being based on technical
considerations."

BNamericas relates that Grupo Iusacell and Unefon can have
national coverage, greater economies of scale and can get rid of
redundant expenses through the merger.  The two operators
represent 7% of Mexico's mobile market.  They expect to bill
MXN11 billion in 2007, ending the year with 3.4 million clients.

Grupo Iusacell is not competing for market share, but is
targeting users with higher average revenue per user by offering
a wider portfolio of 3G data services.  It has a variety of
products available, from mobile television to broadband
Internet, BNamericas states, citing Mr. Guevara.

Headquartered in Mexico City, Mexico, Grupo Iusacell, SA de CV
(BMV: CEL) -- http://www.iusacell.com-- is a wireless cellular     
and PCS service provider in Mexico with a national footprint.
Independent of the negotiations towards the restructuring of its
debt, Grupo Iusacell reinforces its commitment with customers,
employees and suppliers and guarantees the highest quality
standards in its daily operations offering more and better voice
communication and data services through state-of-the-art
technology, including its new 3G network, throughout all of the
regions in which it operate.

As of Dec. 31, 2005, Grupo Iusacell's stockholders' deficit
widened to MXN2,076,000,000 from a deficit of MXN1,187,000,000
at Dec. 31, 2004.

Grupo Iusacell filed for bankruptcy protection on June 18 under
Mexican Law to prevent creditors from disrupting its debt
restructuring talks.  On July 14, 2006, Gramercy Emerging
Markets Fund, Pallmall LLC and Kapali LLC, owed an aggregate
amount of US$55,878,000 filed an Involuntary Chapter 11 Case
against Grupo Iusacell's operating subsidiary, Grupo Iusacell
Celular, SA de CV (Bankr. S.D.N.Y. Case No. 06-11599).  Alan M.
Field, Esq., at Manatt, Phelps & Phillips, LLP, represents the
petitioners.  Iusacell Celular then filed for bankruptcy
protection under Mexican Law on July 18.

The involuntary petition in the United States was dismissed in
December 2006.


INFOR GLOBAL: To Acquire Workbrain for US$227 Mil. by June 2007
---------------------------------------------------------------
Infor Global Solutions European Finance, SARL, an affiliate of
Infor Global Solutions Holdings Ltd., will acquire Workbrain
Corporation by June 2007, pursuant to a definitive agreement
between the parties.

Infor will acquire all of Workbrain's outstanding common shares
at a price of CDN$12.50 per share in cash pursuant to a
statutory plan of arrangement.  The transaction values
Workbrain, on a fully diluted basis, at approximately US$227
million dollars.

This all-cash transaction for 100% of the company's common
shares represents a 25.6% premium over Workbrain's volume
weighted average share price on the Toronto Stock Exchange on
March 30, 2007, and a 40% premium over the volume weighted
average price for the most recent 30 trading days on the Toronto
Stock Exchange.

The transaction has been unanimously approved by Workbrain's
Board of Directors, which recommends that shareholders vote in
favor of the transaction.

"In just over seven years, Workbrain has built the leading
workforce management software company based on innovation and
attention to the customer.  Joining Infor will accelerate our
current momentum by providing us access to Infor's 70,000
customers and extensive global distribution network.  We believe
that all of our stakeholders will benefit from this
combination," said David Ossip, CEO of Workbrain.

"Infor's successful business model combines the built-in
business experience of focused software providers like Workbrain
with the scale, stability and breadth of solutions of one of the
largest software providers," said Jim Schaper, Chairman and CEO
of Infor. "We will continue to invest and build upon Workbrain's
solutions.  Workbrain expands our current human capital
management offering with unmatched domain expertise in the areas
of time and attendance, scheduling, absence management and
workforce planning."

Mr. Roger Martin, the Chairman of the Board of Directors of
Workbrain stated, "We are extremely proud of the business that
our management team has been able to build, and the results that
are being delivered through this transaction to our
shareholders.  This announcement follows a comprehensive process
which has been supervised by our Board with the assistance of
our financial advisors."

Workbrain's Board of Directors was advised by Merrill Lynch and
Genuity Capital Markets, each of whom provided Workbrain's Board
of Directors with an opinion that the consideration to be
received by securityholders under the transaction is fair from a
financial point of view.   Stikeman Elliott LLP provided legal
advice to Workbrain.

Workbrain's CEO, David Ossip, and Alon Ossip, a Director of
Workbrain, have agreed to vote the 3,994,200 common shares that
they control in Workbrain, which represents approximately 22% of
Workbrain's issued and outstanding common shares, in favour of
the transaction.

The transaction is to be carried out by way of a statutory plan
of arrangement and will be subject to customary closing
conditions, including regulatory and security holder approval.  
The transaction is expected to close in June of 2007.

                      About Workbrain Corp.

Workbrain Corp. (TSX:WB) -- http://www.workbrain.com/-- is the  
only provider of Total Workforce Management.  Through its award-
winning Workbrain family of products, the company provides a
total suite of workforce management applications to help large
enterprises across multiple industries around the world meet the
complex challenge of planning, deploying, managing, and
measuring their workforce.  Workbrain Workforce Planning,
Workforce Scheduling, Time and Attendance, and Workbrain
Intelligence integrate seamlessly on a single, industry-
standard, web-based platform.

Approximately 3,000,000 employees around the world are managed
by Workbrain's Total Workforce Management applications every day
including British Airways, Target, RadioShack, Lifespan, and
General Mills.

                      About Infor Global

Headquartered in Alpharetta, Georgia and a Cayman Islands
exempted company, Infor Global Solutions Holdings Ltd., --
http://www.infor.com/-, is a global provider of financial and   
enterprise applications software.  The company has locations in
Japan, Australia, Austria, China, France, India, Mexico,
Singapore, and Spain, among others.

                        *     *     *

Moody's affirmed Infor Global Solutions Holdings Ltd.'s B3
corporate family rating following its recent acquisition
announcements and updated the company's individual debt ratings
reflecting the addition of US$225 million in new debt.


INFOR GLOBAL: Agrees to Acquire Hansen Information Technologies
---------------------------------------------------------------
Infor Global Solutions Holdings Ltd. said it will acquire Hansen
Information Technologies, which will strengthen Infor's ability
to serve the growing public sector, specifically local
government and municipal authorities.

The combination of Hansen and Infor's existing government
solutions will establish Infor as a leading provider of
enterprise applications that serve the specialized needs of
government entities.  Upon the closing of the transaction, Infor
will offer a compelling combination of Human Capital Management,
Revenue Management, and Enterprise Asset Management to
municipalities of all sizes.

"Infor's strategy is to address markets where customers want
solutions with functionality and expertise specific to their
needs, rather than the generic products of the large horizontal
software providers," said Jim Schaper, chairman and CEO of
Infor. "Hansen provides software that is built for the unique
needs of state and local government.  Following the close of
this transaction, Infor will provide a complete offering of
government-specific solutions from a vendor that has the size
and scale to be a long-term strategic partner."

"I am impressed by Infor's track record of investing in the
solutions they acquire and the value they place on the people
who create and support those solutions," said Chuck Hansen,
chairman and CEO of Hansen.  "For our users, this means that
they can expect continued high levels of support as well as a
renewed commitment to the evolution of their products."

The company said that it is well positioned to increase market
share with Hansen in both large and small municipalities as they
address key initiatives, like managing large staffs of shift-
based and hourly employees through Workforce Management, revenue
recognition through effective Performance Management, Permitting
and Utility Billing, and reducing budget shortfalls through
better asset maintenance via Enterprise Asset Management.

                    About Hansen Technologies

Based in Rancho Cordova, California, Hansen Information
Technologies -- http://www.hansen.com/-- is a substantial  
provider of intelligent and adaptive solutions that manage the
transactions of government.  Hansen's integrated suite of
performance management solutions includes Enterprise Resource
Planning, Enterprise Asset Management, Building Permit, Business
Licensing, Business Intelligence, CIS Billing, Citizen
Relationship Management, Code Enforcement, Financials, GIS, HR
and Payroll, Property Tax, Timesheet Reporting, Transportation,
and Web Portal applications.  Major customers include 15 of the
25 largest city and county governments in the United States, and
government entities in Canada, Australia, New Zealand, South
Africa and the U.K., all markets where Infor has a substantial
presence.

Headquartered in Alpharetta, Georgia and a Cayman Islands
exempted company, Infor Global Solutions Holdings Ltd., --
http://www.infor.com/-, is a global provider of financial and   
enterprise applications software.  The company has locations in
Japan, Australia, Austria, China, France, India, Mexico,
Singapore, and Spain, among others.

                        *     *     *

Moody's affirmed Infor Global Solutions Holdings Ltd.'s B3
corporate family rating following its recent acquisition
announcements and updated the company's individual debt ratings
reflecting the addition of US$225 million in new debt.


SATELITES MEXICANO: Telmex May Submit Bid to Acquire Company
------------------------------------------------------------
Telefono de Mexico S.A., the biggest telephone company in
Mexico, has registered for the bidding process of satellite
operator Satelites Mexicanos S.A.

Satmex has moved the bid submission deadline for the sale of the
firm to May 31 to answer queries from potential buyers.

Satmex emerged from a restructuring process in December 2006.  
Creditors acquired 76.4% of the firm and the Mexican government
owned 23.6%.  Much of the foreign ownership will be identified
as neutral investment and the government will have 55% of the
voting rights.  Satmex is considering transferring ownership to
a group led by a fixed satellite service provider in a process
supervised by investment bank Morgan Stanley and Raul Cisneros
Matusita, who was appointed as Satmex's Chief Executive Officer
after the restructuring process ended.  Nine firms as well as
several private investment funds expressed interest in owning
Satmex.  Among of the interested companies were:

          -- Grupo Medcom,
          -- Pegaso Comunicaciones,
          -- Intelsat,
          -- Echostar,
          -- Eutelsat,
          -- SES Global, and
          -- Grupo Televisa

"We are registered in the sale process, we have done the due
diligence," Telmex Elias Ayub told Reuters.

Telmex, controlled by Mexican billionaire Carlos Slim, hasn't
decided whether it will make an offer, Bloomberg News says.  The
company may bid for Satmex in a bid to lower satellite costs.

"By being a telecommunications company you spend a lot of money
with satellites.  Now if you bring it in-house you will cut
costs," Daniel Scalzi, an analyst at Matrix USA in New York who
has "strong buy" rating for Telmex told Bloomberg in an
interview.  "When you can't grow revenue you have to cut costs."

Satmex's shareholders are demanding at least US$500 million for
the company, El Financieiro reported on Feb. 28, citing a
government official.

                          About Telmex

Telefonos de Mexico S.A.B. de C.V. (NYSE: TMX), better known as
Telmex, is a Mexican telecommunications company that provides
telecommunication products and services in Mexico and in many
parts of Latin America, such as Argentina, Brazil, Chile,
Colombia, and Peru, and in North America to the United States.  
In addition to traditional fixed-line telephone service, Telmex
also offers Internet access.

                          About Satmex

Satelites Mexicanos, SA de CV, provides fixed satellite services
in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-
site transmission of live news reports, sporting events and
other video feeds.  Satmex also provides satellite transmission
capacity to telecommunications service providers for public
telephone networks in Mexico and elsewhere and to corporate
customers for their private business networks with data, voice
and video applications.  Satmex also provides the government of
the United Mexican States with approximately 7% of its satellite
capacity for national security and public purposes without
charge, under the terms of the Orbital Concessions.

The Debtor filed for chapter 11 petition on Aug. 11, 2006,
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice
in the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities
LLC and Valor Consultores, SA de CV, give financial advice to
the Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq.,
and Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld
LLP give legal advice to the Ad Hoc Existing Bondholders'
Committee.  Dennis Jenkins, Esq., and George W. Shuster, Jr.,
Esq., at Wilmer Cutler Pickering Hale and Dorr LLP give legal
advice to Ad Hoc Senior Secured Noteholders' Committee.  As of
July 24, 2006, the Debtor has US$905,953,928 in total assets and
US$743,473,721 in total liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the company (Bankr. S.D.N.Y. Case No. 05-13862).  On
June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was
assigned to the Second Federal District Court for Civil Matters
for the Federal District in Mexico City.

On Aug. 4, 2005, Satmex filed a petition, pursuant to
Section 304 of the Bankruptcy Code that commenced a case
ancillary to the Concurso Proceeding and a motion for injunctive
relief that sought among other things, to enjoin actions against
Satmex or its assets (Bankr. S.D.N.Y. Case No. 05-16103).

Satmex concluded its reorganization efforts on Nov. 30, 2006,
and emerged from its U.S. bankruptcy case.  The company
consummated its U.S. chapter 11 plan of reorganization, which
was confirmed by the United States Bankruptcy Court for the
Southern District of New York by order dated Oct. 26, 2006, and
implemented the restructuring approved in Satmex's Mexican
Concurso Mercantil proceeding by the Concurso Plan Order issued
on July 14, 2006.


SPECIALIZED TECH: High Leverage Cues S&P's B Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Enfield, Connecticut-based Specialized
Technology Resources Inc.  The outlook is stable.  In addition,
Standard & Poor's assigned its bank loan and recovery ratings to
STR's proposed $155 million first-lien senior secured credit
facility and $125 million second-lien term loan facility.  The
first-lien facility was rated 'B+', with a recovery rating of
'1', indicating that first-lien lenders could expect to receive
full (100%) recovery of principal in the event of a  payment
default or bankruptcy.  The second-lien facility was rated 'B-'
(one notch below the corporate credit rating), with a recovery
rating of '3', indicating that second-lien lenders could expect
to receive meaningful (50%-80%) recovery of principal in the
event of a payment default.
     
"The ratings on STR reflect its highly leveraged financial
profile, aggressive financial policy, narrow business focus,
small size, and highly competitive operating environment within
its two niche business segments, manufacturing solar
encapsulants and providing quality assurance services to
consumer product manufacturers and retailers," said Standard &
Poor's credit analyst Mark Salierno.  These factors are somewhat
offset by the company's established market positions in its
segments, favorable growth prospects in its solar business, and
modest capital expenditure requirements.

Specialized Technology Resources -- http://www.strlab.com/--
founded in 1944, is a recognized leader in testing and quality
assurance services for the consumer products industry and the
leading manufacturer of solar module encapsulants globally.  STR
Quality Assurance has established deep and longstanding
relationships with the leading global retailers and
manufacturers in the consumer and retail markets.  STR Solar is
the leading, long-term supplier of encapsulants to many of the
major solar module manufacturers in the industry.  STR has
sophisticated laboratories and offices in over 30 countries
across five continents.  The Company is headquartered in
Enfield, CT and has over 1,500 employees worldwide.  The company
has laboratories located in Mexico, Hong Kong, China, Taiwan,
Singapore, Indonesia, Korea, India, Sri Lanka, Switzerland,
United Kingdom, France, and Turkey, among others.


TRIMAS CORP: Completed IPO Cues S&P to Lift Ratings
---------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Bloomfield Hills, Michigan-based TriMas Corp., including its
corporate credit rating, which goes to 'B+' from 'B'.  At the
same time, all ratings were removed from CreditWatch, where they
were placed with positive implications on Aug. 4, 2006,
following the company's announcement that it had filed a
registration statement for an IPO.  The outlook is stable.
      
"The upgrade reflects the successful completion of the IPO,
proceeds of which will be principally applied to debt reduction,
and the expected improvement in credit protection measures,"
said Standard & Poor's credit analyst Gregoire Buet.
     
The company will use net proceeds of the IPO to redeem
approximately $100 million of its outstanding 9.875% senior
subordinated notes and to make a $10 million payment to
terminate annual management fees.
     
The ratings on TriMas reflect its somewhat highly leveraged
financial risk profile and weak, albeit improving, credit
protection measures.  The company's leading positions in niche
markets, its relative product and end-market diversity, as well
as improving operating performance and profitability in the past
year support the rating.
     
TriMas' products (transportation towing systems, packaging
systems, aerospace fastening systems, and industrial specialty
products) serve niche markets with diverse commercial,
industrial, and consumer applications.  About 70% of revenues
are from products that have number-one or number-two positions
in markets where the company is one of only two or three
manufacturers.

Headquartered in Bloomfield Hills, Mich., TriMas Corporation
(NYSE:TRS) -- http://www.trimascorp.com/-- is a diversified  
growth company of high-end, specialty niche businesses
manufacturing a variety of products for commercial, industrial
and consumer markets worldwide.  TriMas Corporation is organized
into five strategic business groups: Packaging Systems, Energy
Products, Industrial Specialties, RV & Trailer Products, and
Recreational Accessories.  TriMas Corporation has nearly 5,000
employees at 80 different facilities in 10 countries.  The
company has manufacturing facilities in Indiana, Mexico,
England, Germany, Italy, and China.




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


* PARAGUAY: To Hold Equal Stake in Bank of the South
----------------------------------------------------
The so-called Bank of the South that will be launched on June 26
will be equally owned by all founding members, as agreed Tuesday
in a meeting in Paraguay, The Financial Times reports.

The bank, advocated by Venezuelan President Hugo Chavez, will be
established to rival the services offered by the International
Monetary Fund and the World Bank, on much lower rates and better
financing conditions.

The FT relates that ministers from Brazil, Argentina, Venezuela,
Bolivia, Ecuador and Paraguay all agreed that founder members
will have equal stakes and decision-making power in the proposed
bank.

"We didn't define contributions.  This is a detail that will be
decided in the coming days," Brazilian Finance Minister Guido
Mantega said in a news conference.

The Brazilian finance minister previously said that
contributions would range between US$500 million to US$300
million.  But after the recently concluded meeting,
contributions would not be too big to allow for equal
participation among all countries.

                        *     *     *

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 Issue




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


FOOT LOCKER: Reports US$17 Mil. Net Income in Qtr. Ended May 5
--------------------------------------------------------------
Foot Locker, Inc., earned US$17 million of net income for the
first quarter ended May 5, 2007, compared to US$59 million of
net income for the same period in 2006.  Last year's results
benefited by US$1 million from a cumulative effect of accounting
change related to the company's required adoption of SFAS
123(R).

First quarter sales decreased 3.6 percent to US$1,316 million,
as compared with sales of US$1,365 million for the corresponding
prior year period.  Excluding the effect of foreign currency
fluctuations, total sales for the 13- week period decreased 5.3
percent.  First quarter comparable-store sales decreased 5.1
percent.

"Our first quarter financial results reflected a weak
performance in each of our U.S. businesses partially offset by a
solid profit increase at our international operations," stated
Matthew D. Serra, Foot Locker, Inc.'s Chairman and Chief
Executive Officer.  "Because of the disappointing sales at our
U.S. stores, we increased our promotional posture to help clear
older goods and reduce inventory levels.  As a result, our gross
margin in our U.S. store businesses fell significantly short of
our plan."

Mr. Serra continued, "While we are seeing signs of improvement
in our U.S. store businesses, we believe it is prudent to more-
conservatively plan our business for the balance of 2007.  
Therefore, for our second fiscal quarter, we currently expect
earnings to be in the range of US$0.15 to US$0.20 per share.  
This forecast includes higher markdowns than last year to ensure
that our inventory is well positioned for the fall season.  We
currently expect that our earnings for the full year will be in
the range of US$1.15 to US$1.25 per share."

                         Store Base Update

During the first quarter, the company opened 61 new stores;
remodeled/relocated 65 stores and closed 73 stores.  At
May 5, 2007, the company operated 3,930 stores in 20 countries
in North America, Europe and Australia.  The store openings
include 31 new Footquarters stores, the company's new value-
based footwear chain.  In addition, three additional Foot Locker
franchised stores were operating in the Middle East.

                        Financial Position

The company continued to strengthen its financial position while
also redeploying its strong cash flow with a goal of enhancing
shareholder value.  At the end of the first quarter, the
company's cash position, net of debt, was US$183 million, an
US$85 million improvement from the same time last year.  The
company's cash and short-term investments totaled US$418
million, while its total debt was US$235 million.  During the
first quarter, the company paid out US$19 million in shareholder
dividends and repurchased 1.2 million shares of its common stock
for US$26 million.

                         About Foot Locker

Headquartered in New York, Foot Locker, Inc. (NYSE: FL) ---
http://www.footlocker-inc.com/-- is a global retailer of   
athletic footwear and apparel, operated 3,942 primarily mall-
based stores in the United States, Canada, Europe, Australia,
and New Zealand as of Feb. 3, 2007.  The company also has about
350 Footaction stores in the US and Puerto Rico, which sell
footwear and apparel to young urbanites.

The Company, through its subsidiaries, operates in two segments:
Athletic Stores and Direct-to-Customers.  The Athletic Stores
segment is an athletic footwear and apparel retailer, whose
formats include Foot Locker, Lady Foot Locker, Kids Foot Locker,
Champs Sports and Footaction.  The Direct-to-Customers segment
reflects Footlocker.com, Inc., which sells, through its
affiliates, including Eastbay, Inc., to customers through
catalogs and Internet Websites.  The Foot Locker brand is the
Company's principal brand.  In March of 2006, Foot Locker, Inc.
entered into a 10-year area development agreement with the
Alshaya Trading Co. W.L.L., in which the Company agreed to enter
into separate license agreements for the operation of a minimum
of 75-foot Locker stores.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Apr 24, 2007, Standard & Poor's Ratings Services' ratings,
including the 'BB+' corporate credit rating, on Foot Locker Inc.
remain on CreditWatch with negative implications following the
company's announcement that it has launched a bid to acquire
Genesco Inc.

As reported in the Troubled Company Reporter-Latin America on
April 24, 2007, Moody's Investors Service placed the ratings of
Foot Locker, Inc. on review for possible downgrade following the
company's announcement that it had made an unsolicited proposal
to purchase all of the outstanding shares of Genesco Inc. for
US$46 per share cash representing a total consideration of
approximately US$1.2 billion.

These ratings are placed on review for possible downgrade:

   -- Corporate family rating of Ba1;
   -- Probability of default rating of Ba1; and
   -- Senior unsecured notes rating of Ba1.


SEARS HOLDINGS: Selects MPG as Media Planning & Buying Agency
-------------------------------------------------------------
Sears Holdings Corporation has chosen MPG, the US based media
company of global agency Havas, as the company's new media
planning and buying media services agency of record effective
May 23, 2007.

"We believe this agreement with MPG aligns us with an
organization that can help us connect with and profitably serve
our customers and achieve our goals of being a more efficient
and effective company," said Maureen McGuire, executive vice
president and chief marketing officer for Sears Holdings.  
"After a rigorous review process, we determined that MPG is the
right media services agency for Sears Holdings' business needs
going forward.  MPG has a proven track record in employing media
solutions grounded in insights and facts that will integrate
traditional and emerging media strategies seamlessly with the
Sears Holdings' creative and marketing processes.  MPG also has
considerable expertise in reaching multicultural audiences which
are extremely important to our business."

MPG's scope of work will include: media planning and buying for
all television, radio, magazines, out-of-home, online and
emerging media across all target customer audiences.

"This is a milestone day for our Company," said Charlie Rutman,
CEO of MPG North America.  "Throughout the pitch process the
marketing teams from Sears and Kmart proved their reputation for
being smart, fair and extremely professional.  What's most
exciting to us is that their commitment to using media to grow
their business is second to none.  Sears Holdings is exactly the
kind of client we want to partner with."

MindShare and MEC Interaction, which currently handle Sears
Holdings' media planning and buying services across offline and
online media channels will assist in an orderly transition.  "We
thank Mindshare and MEC Interaction for their contributions and
support," said Ms. McGuire.

Based in Hoffman Estates, Illinois, Sears Holdings Corp.
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- is a   
broadline retailer, with approximately US$55 billion in annual
revenues, and with approximately 3,800 full-line and specialty
retail stores in the United States, Canada and Puerto Rico.
Sears Holdings is a home appliance retailer as well as a
retailer of tools, lawn and garden, home electronics, and
automotive repair and maintenance.  Key proprietary brands
include Kenmore, Craftsman and DieHard, and a broad apparel
offering, including well-known labels as Lands' End, Jaclyn
Smith, and Joe Boxer, as well as the Apostrophe and Covington
brands.

                        *     *     *

As reported in the Troubled Company Reporter on June 23, 2006,
Standard & Poor's Ratings Services revised its outlook on Sears
Holdings Corp. to stable from negative.  All ratings, including
the 'BB+' corporate credit rating, and the 'B-1' short-term
rating for Sears Roebuck Acceptance Corp., are affirmed.

As reported in the Troubled Company Reporter on June 22, 2006,
Fitch affirms its ratings of Sears Holdings Corp. including its
Issuer Default Rating (IDR) at 'BB'; Senior notes at 'BB'; and
Secured bank facility at 'BBB-'.




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


CITGO PETROLEUM: Worker Testifies on Clean Air Act Lawsuit
----------------------------------------------------------
Rodolfo Salazar, an operations technician at Citgo Petroleum
subsidiary Citgo Refining and Chemicals Co., has testified for
the U.S. Department of Justice in the federal court about
wastewater containing oil released from Citgo Petroleum's tanks
in Corpus Christi between November 1997 and August 2003, Fanny
S. Chirinos at Caller-Times reports.

Caller-Times' Ms. Chirinos relates that Citgo and its
environmental manager Philip Vrazel were charged with violating
the Clean Air Act between 1993 and 2004.  

Court documents say that the government alleges that the tanks
didn't have the proper equipment to control the emission of
volatile organic compounds.

According to Caller-Times' Ms. Chirinos, Mr. Salazar, whose
tasks include checking all wastewater equipment and taking water
samples every four hours between August 1997 and April 2007,
told the court about what he saw, smelled and did.  According to
him, he smelled a sweet odor coming from the old storm sewer
designed to collect rainwater.  He didn't know what the smell
was.

The report says that the attorneys for the government asked Mr.
Salazar to verify hand-written daily logs, which they used as
evidence against Citgo Petroleum and Mr. Vrazel.  The logs
recorded:

          -- faulty equipment,
          -- oily wastewater,
          -- overflowed holding tanks, and
          -- notification of such incidents to shift
             supervisors, area managers and engineers.

Mr. Salazar wrote in numerous daily logs that the sewer
contained oil and sometimes dark, heavy oil, Caller-Times' Ms.
Chirinos relates, according to the report.  

Caller-Times' Ms. Chirinos notes that Citgo Petroleum was
indicted in August 2006 on two counts for operating its Corpus
Christi plant against "the national emissions standard for
benzene waste operations," and for operating open-top tanks as
oil water separators without first setting up the emission
controls that federal and state regulations require.  According
to the indictment, Mr. Vrazel failed to identify all of the
points in the plant wastewater system where benzene was produced
in 2000.

Citgo spokespersons told Caller-Times' Ms. Chirinos that the
firm said the charges were just a technical dispute over
regulations and should have never resulted to a criminal
indictment.

Caller-Times' Ms. Chirinos reports that the prosecution also
asked Mr. Salazar if he knew why he received the promotion he'd
been asking for years six weeks ago.  Mr. Salazar replied that
he didn't know.

Meanwhile, Citgo Refining and Mr. Vrazel were also indicted on
five counts of breaching the Migratory Bird Treaty Act by
illegally taking "protected birds" found covered.  The birds had
landed in the open-top tanks, Caller-times' Ms. Chirinos states.

Headquartered in Houston, Texas, Citgo Petroleum Corp. --
http://www.citgo.com/-- is owned by PDV America, an indirect,
wholly owned subsidiary of Petroleos de Venezuela SA, the state-
owned oil company of Venezuela.

Petroleos de Venezuela 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.

                        *     *     *

Standard and Poor's Ratings Services assigned a 'BB' rating on
Citgo Petroleum Corp. in Feb. 14, 2006.

Citgo Petroleum carries Fitch's BB- Issuer Default Rating.
Fitch also rates the company's US$1.15 billion senior secured
revolving credit facility maturing in 2010 at 'BB+', its US$700
million secured term-loan B maturing in 2012 at 'BB+', and its
senior secured notes at 'BB+'.


PETROLEOS DE VENEZUELA: JV To Produce 2K Barrels of Oil Daily
-------------------------------------------------------------
PetroCumarebo, Venezuelan state-owned oil firm Petroleos de
Venezuela SA's joint venture with Vinccler unit PetroFalcon,
will be producing about 2,500 barrels per day of oil and 20
million cubic feet per day of gas by the end of the year,
business news Americas reports, citing a Vinccler official.

According to BNamericas, PetroCumarebo is producing 900 barrels
per day of oil and eight million cubic feet per day of gas.  The
gas is mainly "shut-in as the ICO pipeline," which receives
deliveries, is undergoing repair.

Vinnccler Chief Financial Officer Garrett Soden told BNamericas
that PetroCumarebo has completed four wells at the La Vela field
in East Falcon.  The wells could boost output significantly.

Mr. Soden commented to BNamericas, "We have been drilling since
the end of November 2006.  We have four completed wells in La
Vela that we hope to test at the beginning of June."

BNamericas notes that Vinccler aims to increase production next
month.

Petroleos de Venezuela will soon give PetroCumarebo US$12.3
million for the April-December 2006 oil revenues, net of
royalties.  PetroCumarebo aims to bill Petroleos de Venezuela
for its natural gas deliveries last year, BNamericas states,
citing Mr. Soden.

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: Paying Private Partners for 2006 Output
---------------------------------------------------------------
Venezuelan state-owned oil firm Petroleos de Venezuela SA is
paying its private partners for the 2006 oil output, Business
News Americas reports, citing industry and company sources.

An official of one of Petroleos de Venezuela's partners
commented to BNamericas, "This is a very positive sign."

BNamericas relates that due to changes in joint operating deals
that granted Petroleos de Venezuela a majority stake in
projects, the company had not compensated its partners for
production last year.  They normally get paid 85% of the trading
price of a benchmark crude.  They last got paid in April 2006.

According to BNamericas, the partners pump around 300,000
barrels per day at prices above US$50 barrels per day.  

PetroFalcon, one o the partners, holds 40% in joint venture
PetroCumarebo.  It will receive US$12.3 million for April-
December 2006 production by the end of this month or early next
month.  It will invest the money in additional exploration and
production works to increase output to 2,500 barrels per day by
the end of 2007, BNamericas notes.

A source told BNamericas that Perenco and BP started getting
payments in the middle of this month for the April-December 2006
production.

However, firms like Inemaka and Chevron are still waiting for
payment for the April-December 2006 production, BNamericas
states.

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

                        *     *     *

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


* VENEZUELA: To Hold Equal Stake in Bank of the South
-----------------------------------------------------
The so-called Bank of the South that will be launched on June 26
will be equally owned by all founding members, as agreed Tuesday
in a meeting in Paraguay, The Financial Times reports.

The bank, advocated by Venezuelan President Hugo Chavez, will be
established to rival the services offered by the International
Monetary Fund and the World Bank, on much lower rates and better
financing conditions.

The FT relates that ministers from Brazil, Argentina, Venezuela,
Bolivia, Ecuador and Paraguay all agreed that founder members
will have equal stakes and decision-making power in the proposed
bank.

"We didn't define contributions.  This is a detail that will be
decided in the coming days," Brazilian Finance Minister Guido
Mantega said in a news conference.

The Brazilian finance minister previously said that
contributions would range between US$500 million to US$300
million.  But after the recently concluded meeting,
contributions would not be too big to allow for equal
participation among all countries.

                        *     *     *

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


                         ***********


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

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


           * * * End of Transmission * * *