TCRLA_Public/070604.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

            Monday, June 4, 2007, Vol. 7, Issue 109

                            Headlines


A R G E N T I N A

AES CORP: Acquires Two Wind Farm Projects from GE Energy
ALTO PARANA: S&P Assigns BB Corporate Credit Rating
ANTARES SA: Proofs of Claim Verification Deadline Is June 25
ARIZONA SACIFIA: Proofs of Claim Verification Is Until June 29
LA ESQUINA: Files for Bankruptcy in Buenos Aires Court

LIDER TEXTIL: Proofs of Claim Verification Deadline Is Aug. 6
PAESTUM SACIFI: Proofs of Claim Verification Ends on June 25
RED HAT: Robert W. Baird Raises Rating on Shares to Outperform
ROL CART: Trustee Verifies Proofs of Claim Until July 17
SUPERMERCADOS SHALOM: Individual Reports Filing Is on Aug. 28

TELECOM ARGENTINA: Capital Markets Holds Buy Rating on Firm
ZUG SA: Proofs of Claim Verification Is Until Aug. 22

* ARGENTINA: To Buy Back Debt Using Budget Surplus

B A H A M A S

PINNACLE ENTERTAINMENT: Sterne Reiterates Buy Rating on Shares
PINNACLE ENTERTAINMENT: Moody's Rates US$350-Mil. Notes at B3

B A R B A D O S

INTERPOOL INC: To Pay US$0.25 Per Share Cash Dividend on July 10

B E R M U D A

DIGICEL LTD: Challenges Rival’s Claims on Market Leadership
DIGICEL LTD: Introduces BlackBerry Handsets in Guyana

B O L I V I A

* BOLIVIA: Issuing Bonds with Venezuela

B R A Z I L

BANCO ITAU: Amends Services Pact with Rio de Janiero
BANCO NACIONAL: Board Approves BRL22-Mil. Financing to J. Shayeb
BROWN SHOE: Closes Amended & Restated Credit Pact w/ PNC Bank
HEXION SPECIALTY: S&P Affirms B- Rating on US$825-Million Notes
JABIL CIRCUIT: Moody's Confirms Ba1 Corporate Family Rating

JBS S.A.: S&P Puts B+ Credit Rating on Negative Watch
LYONDELL CHEMICAL: Sells US$510 Million of 6.785% Senior Notes
LYONDELL CHEMICAL: S&P Rates Proposed US$500-Million Notes at B+
NRG ENERGY: Paying Preferred Stock Dividends on June 15
PETROLEO BRASILEIRO: Investing BRL227MM in 3 Biodiesel Plants

C A Y M A N   I S L A N D S

ALTAIR NAVIGATOR: Sets Final Shareholders Meeting for June 29
CABLE & WIRELESS: Digicel Challenges Claims on Market Leadership
CEMENT HOLDINGS: Will Hold Final Shareholders Meeting on June 28
CITRINE SPECIAL: Sets Final Shareholders Meeting for June 29
COOPERNEFF (CAYMAN): Sets Final Shareholders Meeting for June 29

CREDIT SUISSE: Will Hold Final Shareholders Meeting on June 28
FERN INVESTMENTS: Sets Final Shareholders Meeting for June 28
FREEBIRD OFFSHORE: Sets Final Shareholders Meeting for July 3
FREEBIRD OFFSHORE: Proofs of Claim Filing Ends on July 3
GREAT PRESTIGE: Will Hold Final Shareholders Meeting on June 28

INNFIELD INVESTMENTS: Final Shareholders Meeting Is on June 28
JOSE CARTELLONE: Sets Final Shareholders Meeting for June 29
KAZIMIR NON-DOLLAR: Proofs of Claim Filing Is Until June 14
KAZIMIR NON-DOLLAR: Sets Final Shareholders Meeting for June 29
MW STRAND: Sets Final Shareholders Meeting for June 29

NEMO INT’L: Will Hold Final Shareholders Meeting on June 28
NEWOAK LIMITED: Sets Final Shareholders Meeting for June 28
OAKHAVEN INT’L: Will Hold Final Shareholders Meeting on June 28
STIR FUND: Sets Final Shareholders Meeting for June 29
THUNDER BAY: Sets Final Shareholders Meeting for June 29

TRW HOLDING: Will Hold Final Shareholders Meeting on June 29

C H I L E

NOVA CHEMICALS: Provides Update on Cost Reduction Measures
TECH DATA: First Quarter 2008 Net Income Narrows to US$9.9 Mil.
VTR GLOBALCOM: S&P withdraws B Credit Rating

C O L O M B I A

BANCOLOMBIA: Unit Lines Up COP20-Billion Five-Year Bond Issue

D O M I N I C A N   R E P U B L I C

FLOWSERVE CORP: Gets Garyville Refinery Pump Deal for US$49 Mil.

E L  S A L V A D O R

ALCATEL-LUCENT: Inks Cooperation Pact with Cafes Malongo, et al.
ALCATEL-LUCENT: Will Advice Antel on Mobile Carrier Ancel

E C U A D O R

GEOKINETICS INC: Closes Amended & Restated Credit Pact w/ PNC

J A M A I C A

AIR JAMAICA: London Route Sale Gets Cabinet’s Approval
NATIONAL WATER: May Impose Tariff Increase

M E X I C O

BALLY TOTAL: To File for Chapter 11 with Prepackaged Plan
BERRY PLASTICS: S&P Junks Rating on US$500 Million Senior Notes
BEST MANUFACTURING: Trustee Taps McLaughlin as Special Counsel
DRESSER INC: Unit Completes ESCOR Acquisition
HIPOTECARIA CREDITO: Mulls Conversion of Firm to Bank

MYLAN LABS: Posts US$71.3 Mil. Net Loss in Qtr. Ended March 31
NAVISTAR INT’L: May File Form 10-K & Fin’l Restatements by Oct.
URS CORP: Washington Group Deal Cues S&P’s Negative Watch

P E R U

GERDAU SA: Will Invest US$150 Million in Peru
GOODYEAR TIRE: Bags Six-Year Supply Deal with Boeing Commercial

P U E R T O   R I C O

ADVANCED MEDICAL: Product Recall May Hold Expansion
DIRECTV GROUP: Wedbush Morgan Puts Hold Rating on Firm’s Shares
FOOT LOCKER: Removes Proposal to Acquire Genesco’s Common Stock
GAMESTOP CORP: Earns US$24.7 Million in First Qtr. Ended May 5
GENERAL MOTORS: Ups Convertible Securities Offering to US$1.3B

GENERAL MOTORS: Discloses Appointment of New Management
GENESCO INC: May Sell Business to Maximize Shareholder Value
GENESCO INC: Reports US$2.2 Mil. Net Income in 2007 First Qtr.
SEARS HOLDINGS: Earns US216 Million in Quarter Ended May 5

U R U G U A Y

BANKBOSTON URUGUAY: Moody's May Upgrade Ba2 Rating After Review

V E N E Z U E L A

CITGO PETROLEUM: Unit at St. Petersburg Station Out of Service
ELECTRICIDAD DE CARACAS: Will Appoint New Board on June 14
PETROLEOS DE VENEZUELA: Proposing Change in Power Unit

* VENEZUELA: Local Bonds Rise as RCTV-Related Protests Ease
* VENEZUELA: Mulls Joint Bond Issue with Bolivia


                         - - - - -


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


AES CORP: Acquires Two Wind Farm Projects from GE Energy
--------------------------------------------------------
AES Corp. told the Associated Press that it has purchased two wind farm
projects from General Electric Co. unit, GE Energy Financial Services.

According to the AP, AES did not disclose the financial terms of the
purchase.

The AP notes that the projects that AES bought from GE Energy were:

          -- Lake Benton I, a 106.5 megawatt wind farm in
             southwestern Minnesota; and

          -- Storm Lake II, a 79.5 megawatt wind farm in
             northwestern Iowa.

The two projects together can power 50,000 homes in the US, the AP says,
citing AES.

AES owns over 1,000 megawatts of wind facilities, in operation or under
construction, in the United States, the AP relates.

AES told the AP that it has finalized an accord to buy an additional 4.25
megawatts in wind generation assets in Tehachapi, California.

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.


ALTO PARANA: S&P Assigns BB Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate credit
rating to Argentina-based Alto Parana S.A.  The outlook is stable.  At the
same time, S&P assigned its 'BBB+' rating to the company's senior
unsecured proposed 10-year, US$270 million bullet notes.

These notes benefit from an unconditional full guarantee of payment
provided by its 99.97% controlling shareholder, Chile-based Celulosa
Arauco y Constitucion S.A.
(Arauco; BBB+/Stable/--).

"The rating on the US$270 million notes is aligned with that of Arauco,
considering the unconditional full guarantee of payment provided for the
notes," said Standard & Poor's credit analyst Luciano Gremone.  "Proceeds
from the issuance will be used to refinance existing indebtedness (about
US$220 million as of March 31, 2007, including accrued interests) and to
finance capital expenditures," added Mr. Gremone.  S&P do not expect
significant additional debt in the medium term.

The rating on Alto Parana reflects S&P’s belief that economic incentives
from Arauco exist, and will support Alto Paraná, given its strategic
importance as a key foreign subsidiary in Latin America, and thus
incorporates some level of potential parental support.  This is evidenced
partly through the guarantee granted to Alto Parana to support the
upcoming debt issuance.  As a result, S&P’s final rating on Alto Paraná is
two notches above its stand-alone credit rating and two notches above the
foreign currency rating on the Republic of Argentina (B+/Stable/B).

The stand-alone ratings reflect the inherent risks of operating in the
Republic of Argentina; a narrow, mostly commodity-oriented product mix; a
modest scale compared with that of globally rated peers; and an aggressive
dividend policy.  Those factors are partially offset by Alto Paraná's very
competitive cost position in forest management, pulp production, sawmill
products, and panels.

The stable outlook on the guaranteed notes reflects that of Arauco.  The
stable outlook on the corporate credit rating on Alto Parans reflects
S&P’s expectations that Arauco should continue using economic incentives
to support Alto Parana in a stress scenario, coupled with a manageable
debt maturity schedule in the next years.  S&P’s  outlook also assumes
that the company will not incur significant additional debt except from
the guaranteed notes.

Raising the rating would require an improvement of S&P’s perception of
Argentine country risk, which in turn would increase Arauco's incentives
to support Alto Paraná.  On the other hand, the rating and/or outlook
could come under pressure if significant government intervention in
Argentina materially affects the company's stand-alone business and/or
financial risk profile, or if the company assumes a more aggressive
financial profile.


ANTARES SA: Proofs of Claim Verification Deadline Is June 25
------------------------------------------------------------
Juan Emilio Cavalieri, the court-appointed trustee for Antares S.A.'s
bankruptcy proceeding, verifies creditors' proofs of claim until June 25,
2007.

Mr. Cavalieri will present the validated claims in court as individual
reports on Aug. 22, 2007.  The National Commercial Court of First Instance
in Quilmes, 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 Antares 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 Antares' accounting and banking
records will be submitted in court on Oct. 3, 2007.

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

The debtor can be reached at:

          Antares S.A.
          Calchaqui 567, Quilmes Oeste
          Buenos Aires, Argentina

The trustee can be reached at:

          Juan Emilio Cavalieri
          San Martin 528, Quilmes
          Buenos Aires, Argentina


ARIZONA SACIFIA: Proofs of Claim Verification Is Until June 29
--------------------------------------------------------------
Maria Josefa Messina, the court-appointed trustee for Arizona
S.A.C.I.F.I.A.'s reorganization proceeding, verifies creditors' proofs of
claim until June 29, 2007.

The National Commercial Court of First Instance in Mar del Plata, Buenos
Aires, approved a petition for reorganization filed by Arizona, according
to a report from Argentine daily Infobae.

Ms. Messina will present the validated claims in court as individual
reports 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 that will be raised by Arizona 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 Arizona’s accounting and
banking records will be submitted in court on Oct. 9, 2007.

The informative assembly will be held on April 28, 2008.
Creditors will vote to ratify the completed settlement plan during the
assembly.

The trustee can be reached at:

          Maria Josefa Messina
          San Martin 4141, Mar de Plata
          Buenos Aires, Argentina


LA ESQUINA: Files for Bankruptcy in Buenos Aires Court
------------------------------------------------------
The National Commercial Court of First Instance in Buenos
Aires is studying the merits of La Esquina de Moldes S.R.L.’s bankruptcy
petition after it stopped paying its obligations.

The petition, once approved by the court, will allow the transfer of
control of the company's assets to a court-
appointed trustee who will supervise the liquidation
proceedings.


LIDER TEXTIL: Proofs of Claim Verification Deadline Is Aug. 6
-------------------------------------------------------------
Julio Cesar Capotilla, the court-appointed trustee for Lider Textil SA's
bankruptcy proceeding, verifies creditors' proofs of claim until Aug. 6,
2007.

Mr. Capotilla will present the validated claims in court as individual
reports.  The National Commercial Court of First Instance No. 5 in Buenos
Aires, with the assistance of Clerk
No. 9, 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 Lider Textil 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 Lider Textil’s accounting and
banking records will be submitted in court.

La Nacion did not state the reports submission dates.

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

The debtor can be reached at:

          Lider Textil SA
          Avenida Corrientes 4595
          Buenos Aires, Argentina

The trustee can be reached at:

          Julio Cesar Capotilla
          Avenida Corrientes 3859
          Buenos Aires, Argentina


PAESTUM SACIFI: Proofs of Claim Verification Ends on June 25
------------------------------------------------------------
Maria Josefa Messina, the court-appointed trustee for Paestum
S.A.C.I.F.I.'s reorganization proceeding, verifies creditors' proofs of
claim until June 25, 2007.

The National Commercial Court of First Instance in Mar del Plata, Buenos
Aires, approved a petition for reorganization filed by Paestum, according
to a report from Argentine daily Infobae.

Ms. Messina will present the validated claims in court as individual
reports on Aug. 21, 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 Paestum 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 Paestum’s accounting and
banking records will be submitted in court on Oct. 2, 2007.

The informative assembly will be held on April 7, 2008.
Creditors will vote to ratify the completed settlement plan during the
assembly.

The debtor can be reached at:

          Paestum S.A.C.I.F.I.
          Avenida Champagnat 1679, Mar del Plata
          Buenos Aires, Argentina

The trustee can be reached at:

          Maria Josefa Messina
          San Martin 4141, Mar de Plata
          Buenos Aires, Argentina


RED HAT: Robert W. Baird Raises Rating on Shares to Outperform
--------------------------------------------------------------
Robert W. Baird analysts have upgraded Red Hat Inc.’s shares to
“outperform” from "neutral," Newratings.com reports.

According to Newratings.com, the target price for Red Hat’s shares was set
at US$28.

The analysts said in a research note that Red Hat’s EBIT margins will
likely increase due to improving performance of the JBoss unit.

The analysts told Newratings.com that Red Hat’s “ASPs are likely to
improve” due to an increase in the “product mix in the core operating
system business,” after the release of
RHEL 5.

Robert W told Newratings.com that Red Hat’s “risk/reward profile has
become favorable.”

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

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

                        *     *     *

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


ROL CART: Trustee Verifies Proofs of Claim Until July 17
--------------------------------------------------------
Rosa Irigoyen, the court-appointed trustee for Rol Cart SRL's bankruptcy
proceeding, verifies creditors' proofs of claim until
July 17, 2007.

Ms. Irigoyen will present the validated claims in court as individual
reports.  The National Commercial Court of First Instance No. 25 in Buenos
Aires, with the assistance of Clerk No. 50, 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 Rol Cart 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 Rol Cart’s accounting and
banking records will be submitted in court.

La Nacion did not state the reports submission dates.

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

The debtor can be reached at:

          Rol Cart SRL
          Lisandro de la Torre 2353
          Buenos Aires, Argentina

The trustee can be reached at:

          Rosa Irigoyen
          Avenida Cordoba 135
          Buenos Aires, Argentina


SUPERMERCADOS SHALOM: Individual Reports Filing Is on Aug. 28
-------------------------------------------------------------
Ruben Angel Scaletta, the court-appointed trustee for Supermercados Shalom
S.R.L.'s bankruptcy proceeding, will present creditors' validated claims
as individual reports in the National Commercial Court of First Instance
No. 17 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 Supermercados Shalom and its creditors.

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

Mr. Scaletta verifies creditors' proofs of claim until
June 29, 2007.

M. Scaletta will also submit to court a general report containing an audit
of Supermercados Shalom's accounting and banking records on Oct. 10, 2007.

Clerk No. 33 assists the court in this case.

The debtor can be reached at:

          Supermercados Shalom SRL
          Corrientes 4671/75
          Buenos Aires, Argentina

The trustee can be reached at:

          Ruben Scaletta
          Piedras 1077
          Buenos Aires, Argentina


TELECOM ARGENTINA: Capital Markets Holds Buy Rating on Firm
-----------------------------------------------------------
Capital Markets Argentina has kept its “buy” rating for Telecom
Argentina’s shares, Business News Americas reports.

Capital Markets said in a report that it has raised its target price for
Telecom Argentina to ARS20.93 this year from ARS15.85 per share due to a
positive outlook for the Argentine mobile business.

BNamericas relates that Capital Markets said the target price was
increased mainly due to a strong growth in quarterly sales in the first
quarter 2007 -- especially in the mobile segment
-- and moderate boost in the fixed line business.

The broadband segment expansion and the possible renegotiation of next
year’s fixed telephony rates would boost the fixed line business,
BNamericas says, citing Capital Markets.

“We previously forecasted an increase of 1.24 million subscribers in the
mobile business for 2007.  However, the company has already added nearly
85% of that figure since the beginning of the year.  We also believe the
company will continue expanding the mobile base this year thanks to the
recent launch of the first 3G zone in the country,” Capital Markets
analyst Carolina Kiernan commented to BNamericas.

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

                        *     *     *

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


ZUG SA: Proofs of Claim Verification Is Until Aug. 22
-----------------------------------------------------
Norberto Bonesi, the court-appointed trustee for Zug S.A.'s bankruptcy
proceeding, verifies creditors' proofs of claim until
Aug. 22, 2007.

Mr. Bonesi will present the validated claims in court as individual
reports on Oct. 5, 2007.  The National Commercial Court of First Instance
in Buenos Aires will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections and
challenges that will be raised by Zug 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 Zug’s accounting and banking
records will be submitted in court on Nov. 16, 2007.

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

The trustee can be reached at:

          Norberto Bonesi
          Avenida Juan B. Justo 5096
          Buenos Aires, Argentina


* ARGENTINA: To Buy Back Debt Using Budget Surplus
--------------------------------------------------
The Argentine government will use part of last year's budget surplus to
buy back debt, in a bid to cut by half the country's debt-to-gross
domestic product ratio.

Argentine Economy Minister Felisa Miceli was quoted by Bloomberg News as
saying that the government's primary budget surplus is equal to 3.5% of
GDP this year.  The government aims an overall surplus equal to one
percentage point of GDP.

"...two and a half percentage points will be destined for interest
payments on foreign debt.  The other percentage point will be used to
lower the value of debt," the economy minister was quoted by Bloomberg as
saying.

Bloomberg relates that Argentina's economy has grown at least 8.5% for the
past four years.  The country has defaulted on about US$95 billion in
bonds in 2001, but was able to bounce back and cut its debt-to-GDP ratio
to 60% from 140%.

                        *     *     *

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


PINNACLE ENTERTAINMENT: Sterne Reiterates Buy Rating on Shares
--------------------------------------------------------------
Sterne Agee analyst Nicholas A. Danna has reaffirmed his "buy" rating on
Pinnacle Entertainment’s shares, Newratings.com reports.

Newratings.com relates that the target price for Pinnacle Entertainment’s
shares was set to US$37.

Mr. Danna said in a research note that Pinnacle Entertainment would likely
succeed in developing a new casino at Baton Rouge.

Pinnacle Entertainment might be able to make US$50 million in EBITDA from
the new facility, indicating a strong return of 20% on the investment,
Newratings.com notes, citing Mr. Danna.

The market is likely to more accurately estimate the value of the casino
after it gets the approval of regulators, Sterne Agee told Newratings.com.

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment Inc. (NYSE:
PNK) -- http://www.pnkinc.com/-- owns and operates casinos in Nevada,
Louisiana, Indiana and Argentina, owns a hotel in Missouri, receives lease
income from two card club casinos in the Los Angeles metropolitan area,
has been licensed to operate a small casino in the Bahamas, and owns a
casino site and has significant insurance claims related to a
hurricane-damaged casino previously operated in Biloxi, Mississippi.
Pinnacle opened a major casino resort in Lake Charles, Louisiana in May
2005 and a new replacement casino in Neuquen, Argentina in July 2005.

                        *     *     *

Pinnacle Entertainment Inc. carries Moody's Investors Service's B2
Corporate Family Rating.

At the same time, the company carries Standard & Poor's Ratings Services
'BB-' rating and '1' recovery rating following Pinnacle's announcement of
a US$250 million senior secured bank facility add-on.


PINNACLE ENTERTAINMENT: Moody's Rates US$350-Mil. Notes at B3
-------------------------------------------------------------
Moody's Investors Service assigned a B3(LGD5,77%) rating to Pinnacle
Entertainment, Inc's new US$350 million guaranteed senior subordinated
notes due 2015.

At the same time, Moody's raised the company's existing guaranteed senior
subordinated note ratings to B3(LGD5,77%) from Caa1(LGD5,87%) and raised
the existing senior secured bank loan ratings to Ba2(LGD2,21%) from
B1(LGD3,34%).  Pinnacle's B2 corporate family rating, B2 probability of
default rating, and positive ratings outlook were affirmed.

A portion of the proceeds from the new senior subordinated debt offering
will be used to repay all outstanding term loans under the company's
existing credit agreement (US$275 million).  The remainder will be
invested in marketable securities and eventually used to fund subsequent
phases of current development projects as well as future development
projects being considered.  The new notes will rank pari-passu with the
company's existing guaranteed senior subordinated notes, but will have
more lenient terms with respect to permitted investments.  Both existing
senior subordinated note issues are callable in 2008.

The affirmation of Pinnacle's B2 corporate family rating considers the
company's limited diversification on a state wide basis (Louisiana
currently accounts for over 70% of total property-level EBITDA) and
competitive pressures at Belterra and Bossier City that resulted in lower
than expected first quarter results at those properties.  The rating also
takes into account the considerable development activity of the company.
Pinnacle will likely spend over US$1.5 billion over the next two years on
development capital expenditures.  Additionally, the ratings incorporate
the uncertainty associated with the ultimate scope, timing and financing
of other potential development projects including the company's Atlantic
City subsidiary, which is now part of the Pinnacle's restricted group
borrowing structure.  The company currently estimates the cost of the new
casino resort in Atlantic City, exclusive of site's purchase price, to be
at least US$1.5 billion.

The positive outlook recognizes the favorable risk/return profile of
development projects in St. Louis Missouri and Louisiana as well as
Pinnacle's pro forma liquidity profile which provides adequate funding for
the initial phases of current development projects.  Additionally, as a
result of several past equity offerings and overall operating improvements
made during the past few years, Pinnacle has managed to keep debt/EBITDA
near or below 4.0x during the past fifteen months, a level considered more
appropriate for a higher rating category. Although peak leverage based on
projects currently underway could be between 6.5x and 7.0x, and possibly
higher if certain other potential development projects are pursued,
ratings could improve with a successful initial ramp-up of Pinnacle's
US$495 million St. Louis City project and US$45 million L'Auberge du Lac
room addition, both scheduled to open in late 2007.  A return to a more
favorable EBITDA trend for Belterra and Bossier City along with continued
positive EBITDA trends at other properties would also have a positive
impact on ratings.

The assignment of a B3 rating (LGD5,77%) to Pinnacle's new US$350 million
senior subordinated notes along with the upgrade of the existing senior
subordinated notes and senior secured bank loan reflects the application
of Moody's Loss Given Default Methodology to the pro forma capital
structure which recognizes the simultaneous decrease in senior secured
debt and increase in unsecured debt.  Worth noting however, is that the
company eventually plans to amend its existing bank facility (re-borrow
additional term loans) at a later date when additional funds are needed
for subsequent phases of existing development projects as well as other
potential new development projects.  Depending on the amount and type of
an amended bank facility and/or any other type of debt-related financing,
ratings on both the senior secured bank debt and senior subordinated notes
could change at that future point in time based on the application of
Moody's LGD methodology.

Moody's most recent action on Pinnacle occurred on Sep. 28, 2006 when
Probability of Default ratings and LGD assessments were assigned to the
company as part of the general roll-out of the LGD product.

Pinnacle owns and operates casinos in Nevada, Louisiana, Indiana,
Missouri, Argentina and The Bahamas, owns a hotel in Missouri, and also
has two casino development projects under construction in the St. Louis,
Missouri area.  The company is also developing a second casino resort in
Lake Charles, Louisiana, to be called Sugarcane Bay, anticipates
developing a casino project in Baton Rouge, and is designing a hotel
casino resort to be built in Atlantic City, New Jersey.  Net revenues for
the latest 12-month period ended Mar. 31, 2007, were US$911 million.




===============
B A R B A D O S
===============


INTERPOOL INC: To Pay US$0.25 Per Share Cash Dividend on July 10
----------------------------------------------------------------
Interpool, Inc., will pay a cash dividend of US$0.25 per share for the
second quarter of 2007.  The dividend will be payable on July 10, 2007 to
stockholders of record on July 2, 2007.  The aggregate amount of the
dividend is expected to be approximately US$7.4 million.  The amount of
the quarterly dividend is based on the company's previously announced
annualized dividend rate of one dollar per share.

Interpool has terminated its existing dividend reinvestment plan,
effective immediately. Accordingly, the dividend to be paid on July 10,
2007, will not be reinvested in Interpool common stock.

The company also announced that it has scheduled a special meeting of
stockholders for Wednesday, July 18, 2007.  Details on the time and place
will be included in the definitive proxy statement when it becomes
available.  The purpose of the meeting is to vote on the company's
previously announced agreement to be acquired by certain private equity
funds managed by affiliates of Fortress Investment Group LLC.
Stockholders of record at the close of business on June 11, 2007, will be
entitled to vote at the special meeting, and all stockholders are invited
to attend the special meeting.

In connection with the proposed merger, Interpool has filed a preliminary
proxy statement with the Securities and Exchange Commission.  Investors
and Security Holders are advised to read the definitive proxy statement
when it becomes available because it will contain important information.
Investors and security holders may obtain a free copy of the proxy
statement (when available) and other documents filed by Interpool at the
U.S. Securities and Exchange Commission’s website at http://www.sec.gov/

The proxy statement and other documents may also be obtained for free from
the Financial Reports page on Interpool’s Web site at
http://www.interpool.com/or by directing a request to Investor Relations
at (609) 452-8900.

Interpool and its directors and executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies from Interpool stockholders in respect of the
proposed transaction.  Information regarding Interpool’s directors and
executive officers is included in the preliminary proxy statement relating
to the merger and in Interpool's proxy statement for its 2006 annual
meeting of stockholders, dated June 21, 2006.  Additional information
regarding the interests of such potential participants may be obtained by
reading the definitive proxy statement relating to the merger when it
becomes available.

Interpool, Inc. (NYSE: IPX) is one of the world's leading
lessors of intermodal dry containers, and the largest lessor of
intermodal container chassis in the U.S.  The company also has
operations in Barbados.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 19, 2007, Fitch places these ratings on Rating Watch
Negative:

   Interpool Inc.

   -- Long-term Issuer Default Rating 'BB+';
   -- Senior unsecured debt 'BB+'; and
   -- Senior secured credit facility 'BBB-'.

   Interpool Containers Limited

   -- Long-term IDR 'BB+'.

   Interpool Capital Trust

   -- Preferred stock 'BB-'.




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


DIGICEL LTD: Challenges Rival’s Claims on Market Leadership
-----------------------------------------------------------
Digicel Ltd. said in a statement that it has called on its main rival
Cable & Wireless to support claims that it is almost leading the market in
Grenada and St. Vincent & the Grenadines.

Business News Americas relates that Cable & Wireless disclosed last week
strong gains for fiscal year 2007 in the Caribbean.  Across the 24 markets
in Latin America and the Caribbean where the firm has operations, it
boosted its clients by 44% to over five million at the end of fiscal year
2007, compared to the previous period.

Digicel Chief Executive Officer Colm Delves told BNamericas that Cable &
Wireless’ claims that it leads the Grenadan market and is “one percentage
point behind Digicel in terms of market share in St. Vincent & the
Grenadines” are groundless.  Digicel's numbers and that of other parties
contest the claims.

Digicel said that it leads Cable & Wireless by 21% in Grenada with a 60.5%
market share compared to 39.5% for Cable & Wireless, BNamericas notes.  In
St. Vincent & the Grenadines, Digicel holds a 63% market share compared to
Cable & Wireless' 37%.

                   About Cable & Wireless

Headquartered in London, Cable & Wireless Plc --
http://www.cw.com/new/-- provides voice, data and IP (Internet
Protocol) services to business and residential customers, as
well as services to other telecoms carriers, mobile operators
and providers of content, applications and Internet services.
The company has operations are in the United Kingdom, India,
China, the Cayman Islands and the Middle East.

                       About Digicel

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.


DIGICEL LTD: Introduces BlackBerry Handsets in Guyana
-----------------------------------------------------
Digicel Ltd. has launched its BlackBerry handsets during a press
conference at Le Meridien Pegasus Hotel in Guyana, Stabroek News reports.

Stabroek News relates that BlackBerry was produced by Canada-based firm
Research In Motion.  These smart phones caters to  corporate executives
who complete office tasks like checking E-mails, conference calls and
tie-up business deals while traveling or at home.

Digicel Marketing Director Richard Gill told Stabroek News that the phones
are also for small and medium-sized enterprises as well as individual use.

According to Stabroek News, the BlackBerry 7130 and 8700 are sold at
US$55,000 and US$60,000 respectively.  The BlackBerry Pearl 8100 is sold
at US$65,000.  The phones have various packages.  One package for
accessing data and all night and all day and sending E-mails, photos, and
text messages starts at US$10,000 monthly.  There is also a package for
accessing voice and data on the BlackBerry for US$17,600.

Digicel was providing Guyana an access to up-to-date services and
innovation in the telecommunications market.  The new access can drive
economic growth, Stabroek News says, citing Mr. Gill.  According to him,
the product has great demand.

Digicel Chief Executive Officer Tim Bahrani told Stabroek News that he
thinks that the Pearl is very useful.  Before the product was launched, it
was tested in the market.  Banks DIH was the largest and first corporate
client to sign on.  Digicel was collaborating with all major corporations.
All organizations it has contacted so far are interested on the product.

The report says that Mr. Bahrani indicated that the target audience would
include:

          -- up to 20 senior managers at each commercial bank,
          -- Guyana Sugar Corporation executives,
          -- Banks DIH, and
          -- individuals.

Mr. Bahrani told Stabroek News that the BlackBerry data service didn’t
depend on the Americas 11 cable.  The company doesn’t have to go through
incumbent telecom GT&T.  This service is offered through Digicel, based on
an ongoing contract with RIM.

The product provides the security and management required by institutions
and corporations.  The phone has access to the Internet and optimized Web
browsing, which allows the user to see Web pages, Stabroek News reports,
citing Lori Mulder, the RIM relationship manager assigned to Digicel.  She
said that the return on investment was significant since the BlackBerry
lets the user access 10 E-mail accounts.  It could put the user in contact
with 100,000 persons all over the world.

Stabroek News states that the features of BlackBerry Pearl include:

          -- voice activated dialing,
          -- conference calling,
          -- speed dialing and call forwarding,
          -- E-mail and text messaging,
          -- camera,
          -- media player,
          -- Web browsing,
          -- instant messaging like Yahoo!,
          -- downloading maps, and
          -- access to authentic BlackBerry accessories,
             wallpapers and ringtones.

According to the report, the services vary on the BlackBerry model.

Stabroek News underscores that corporations using the BlackBerry
Enterprise Solution will be provided with:

       -- wireless access to business applications;

       -- support to third party applications like ERP, Time and
          Billing, CRM, Inventory; and

       -- support to specific applications like finance, legal,
          healthcare and manufacturing.

Meanwhile, no information technology support and installation or in-house
server software is needed under the BlackBerry Internet solution for
individual users, Stabroek News states.

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.




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


* BOLIVIA: Issuing Bonds with Venezuela
---------------------------------------
The Venezuelan government is considering a joint bond issue with its close
ally Bolivia, El Universal reports.

The proposed issuance would be between US$500 million to US$1 billion,
where the Venezuelan Ministry thinks of:

     i) making a joint debt issue with Bolivia;

    ii) a third issue of the Bond of the South; the first two
        tranches of which were issued jointly with Argentina; or

   iii) issuing the debt bond of the Bolivarian Alternative for
        the Americas, where member countries would take part in
        the issue; ALBA members include Cuba and Bolivia.

                        *     *     *

Fitch Ratings assigned these ratings on Bolivia:

                     Rating     Rating Date

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




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


BANCO ITAU: Amends Services Pact with Rio de Janiero
----------------------------------------------------
Banco Itau Holding Financeira S.A. has amended until
Dec. 31, 2011, the Services Contract with the state of Rio de Janeiro for
the payment of all active and inactive civil servants, collection and
distribution of tax payments, payments to suppliers of goods and services
on behalf of the State, its representative organs and entities.

The amendment provides for the disbursement of BRL750 million in cash.

In accordance with Brazilian accounting principles and in line with
current practice, this payment will be recognized in the results
proportionally over the tenor of the contract.

For the Bank, this operation translates into the maintenance of about 460
thousand civil servant customers from the state of Rio de Janeiro (with
the 2nd largest GDP in Brazil).

The State, state civil servants, suppliers of goods and services, the
municipalities and the entire population of the state of Rio de Janeiro
will continue to enjoy the convenience of Itau's services through its 324
branches (the largest branch network in the state), together with 2,000
ATMs and differentiated financial services.

This operation is consistent with the allocation of capital of ITAU
HOLDING for businesses which create stockholder value, together with the
Bank's vision of sustainability and reaffirming its confidence in the
future of Brazil.

Banco Itau Holding Financeira SA -- http://www.itau.com.br/--
is a private bank in Brazil.  The company has four principal
operations: banking -- including retail banking through its
wholly owned subsidiary, Banco Itau SA(Itau), corporate banking
through its wholly owned subsidiary, Banco Itau BBA SA (Itau
BBA) and consumer credit to non-account hold customers through
Itaucred -- credit cards, asset management and insurance,
private retirement plans and capitalization plans, a type of
savings plan.  Itau Holding provides a variety of credit and
non-credit products and services directed towards individuals,
small and middle market companies and large corporations.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 12, 2007, Fitch changed the outlook of these ratings of
Banco Itau Holding Financiera S.A.:

   -- Foreign currency IDR at 'BB+'; Outlook to Positive from
      Stable;

   -- Local currency IDR at 'BBB-'; Outlook to Positive
      from Stable; and

   -- National Long-term rating at 'AA+(bra)'; Outlook to
      Positive from Stable.


BANCO NACIONAL: Board Approves BRL22-Mil. Financing to J. Shayeb
----------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social's board of directors
approved a BRL22 million financing to J. Shayeb & Cia. Ltda., from Bauru,
Sao Paulo, for the installation of a buckle production unit in the
penitentiary Dr. Eduardo de Oliveira Vianna, located in that same city.
The project will create 30 direct jobs and offer to around 400 prisoners
interns an opportunity to perform a remunerated activity.  BNDES will have
a 70% participation in the total BRL33.3 million-project cost.

The project includes the implementation of a galvanization unit in the
penitentiary Dr. Eduardo de Oliveira Vianna, for the finishing of metallic
buckles.  The parts of the buckles will be injected at the current plant,
in Bauru, and sent to the penitentiary unit where, after assembled, they
should receive the metallic coating finishing.

Part of the financing funds will also be used for construction of an
industrial facility at the company current unit, where equipment will be
installed to incinerate industrial residues from the laminating unit.  The
residues are presently sent to a company in Paulinia.

The initiative also forecasts the installation of an industrial cafeteria
in company facilities, in addition to a fire protection system.

J. Shayeb main products are synthetic laminates, belts and purses.  The
largest synthetic laminate consumer is the shoe sector that uses these
laminates in tennis shoes and women shoes.

At J. Shayeb's industrial unit is where laminates are produced, buckle
parts injected and belts assembled.  The company also imports most of the
belts it commercializes.  The initiative will enable expansion of
synthetic belt production at company's industrial facilities and the
consequent substitution of imports by internal production.

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.


BROWN SHOE: Closes Amended & Restated Credit Pact w/ PNC Bank
-------------------------------------------------------------
Brown Shoe Company, Inc., has appointed Thomas Lucas to the position of
Senior Vice President of Finance and Corporate Development effective June
11.  In this newly created role, he will oversee treasury, investor
relations, credit and corporate development.

"Tom's expertise in business development will enhance our capabilities and
provide deeper bench strength to support the initiatives we currently have
under way," said Chief Financial Officer Mark Hood.

Mr. Lucas joins Brown Shoe with an extensive background in M&A and retail
finance.  He was with The May Company for more than 20 years, most
recently as Vice President of Corporate Development and Strategy.  In that
capacity, he was responsible for coordinating and executing mergers,
acquisitions and strategic planning.  Earlier, Mr. Lucas held the posts of
Director of Corporate Development and Director of Corporate Accounting.
Before joining The May Company, he was an auditor with Deloitte.

Mr. Lucas holds a Bachelor of Arts degree in Accounting and graduated
magna cum laude from the University of Missouri - St. Louis.  He is also a
Certified Public Accountant and a member of the American Institute of
Certified Public Accountants and the Missouri Society of Certified Public
Accountants.

He will report to Brown Shoe Chief Financial Officer Mark Hood.

Headquartered in St. Louis, Missouri, Brown Shoe Company, Inc.
-- http://www.brownshoe.com/-- is a US$2.3 billion footwear
company with global operations including Brazil, Italy, China,
Hong Kong, and Taiwan.  The Company operates the 900+ store
Famous Footwear chain, which sells brand name shoes for the
family.  It also operates 300+ specialty retail stores in the
U.S. and Canada under the Naturalizer, FX LaSalle and Via Spiga
names, and Shoes.com, the Company's e-commerce subsidiary.
Brown Shoe, through its Wholesale divisions, owns and markets
leading footwear brands including Via Spiga, Naturalizer,
LifeStride, Nickels Soft, Connie and Buster Brown; it also
markets licensed brands including Franco Sarto, Dr. Scholl's,
Etienne Aigner, Bass and Carlos by Carlos Santana for adults,
and Barbie and Disney character footwear for children.

                        *     *     *

As reported in the Troubled Company Reporter on April 3, 2007,
Moody's Investors Service changed the outlook of Brown Shoe
Company, Inc., to positive from stable and affirmed its
Ba3 corporate family rating on the company.  Ratings that were
affirmed also include the company's Probability-of-default
rating at Ba3; US$150 Million guaranteed senior unsecured notes
due 2012 at B1, LGD5, 72%; and Speculative Grade Liquidity
Rating at SGL-2.


HEXION SPECIALTY: S&P Affirms B- Rating on US$825-Million Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its loan and recovery ratings
on Hexion Specialty Chemicals Inc.'s senior secured first-lien bank credit
facilities, including a proposed US$200 million add-on to its existing
term loan, and a proposed US$10 million add-on to its existing synthetic
letter of credit facility.

Pro forma for the proposed changes to the existing facilities, the senior
secured first-lien bank facilities will increase to approximately US$2.5
billion, from US$2.3 billion.  The first-lien bank loan rating is 'B' (the
same as the corporate credit rating) and the recovery rating is '2',
indicating the expectation for substantial (80%-100%) recovery of
principal in the event of a payment default.

At the same time, S&P affirmed its ratings on Hexion's
US$825 million second-lien notes due 2014.  The 'B-' notes rating (one
notch lower than the corporate credit rating) and '3' recovery rating
indicate a meaningful recovery (50%-80%) recovery of principal in the
event of a payment default.

Ratings List

Hexion Specialty Chemicals Inc.

Corporate credit rating                          B/Stable/--
Senior secured first-lien bank credit facilities B
  Recovery rating                                 2
US$825 million second-lien notes due 2014          B-
  Recovery rating                                 3

Based in Columbus, Ohio, Hexion Specialty Chemicals, Inc. –
http://www.hexion.com/-- serves the global wood and industrial markets
through a broad range of thermoset technologies, specialty products and
technical support for customers in a diverse range of applications and
industries.  Hexion Specialty Chemicals is owned by an affiliate of Apollo
Management, L.P.  The company has locations in China, Australia,
Netherlands, and Brazil.


JABIL CIRCUIT: Moody's Confirms Ba1 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service confirmed Jabil Circuit, Inc.'s Ba1 corporate
family rating and revised the outlook to negative following the recent
filing of its fiscal 2006 (August yearend) 10-K and fiscal 2007 first and
second quarter tenth-quarters. Simultaneously, Moody's upgraded the rating
on the existing US$300 million senior unsecured notes to Ba1 from Ba2.

This concludes the review for possible downgrade that was first initiated
in November 2006 and continued in February 2007 when Moody's lowered the
CFR to Ba1.

The confirmation reflects the company's filing of its 10-K and tenth
quarters.  The 10-K included cumulative non-cash pre-tax restatement
charges totaling US$54.3 million related to improper accounting treatment
of prior stock options awarded to employees and a non-employee director.
Moody's views these charges to be immaterial.

The negative outlook reflects Jabil's reduced financial flexibility as a
result of increased financial leverage, profitability weakness and
expectations of diminished free cash flow over the next several quarters.
It also considers the increase in working capital consumption over the
past year without a commensurate increase in profitability, and continued
high levels of capital expenditures targeted for fiscal 2007. Hence, we
anticipate free cash flow to continue to be negative in fiscal 2007 as the
company continues to spend to add higher margin capacity.  Management
expects to be free cash flow positive in fiscal 2008, however Moody's
believes Jabil will be challenged to achieve this.  The negative outlook
factors only a modest amount of refinancing risk related to the bridge
facility maturing December 2007.

The Ba1 CFR reflects the excess capacity, competitive pricing pressures
and inherent volatility that currently plague the EMS industry, as well as
rising capital expenditures and working capital associated with Jabil's
transition to a more vertically integrated business model to compete more
effectively against its competitors.  The rating is constrained by the
company's mid-single digit gross margins, US$200-250 million 3-year
restructuring program that is expected to conclude in fiscal 2008 and the
associated near-term negative impact on already thin operating margins.
Moody's notes that although roughly 60% of the charges have occurred, the
remaining realignment costs coupled with the challenges associated with
the need to make considerable up-front investments for new vertical
programs before commensurate return on capital is realized, will likely
keep operating margins below 2% over the next 12 months. Additionally,
current weakness in the consumer segment, unfavorable product mix and the
winding down of old OEM programs prior to full ramp-up of the higher
margin vertical programs will pressure revenue growth rates (estimated to
be 15%/annum going forward versus 30% historically) and operating margins.
Finally, financial leverage of 3.7x associated with the recent
debt-financed acquisition of Taiwan Green Point Enterprises, weakly
positions Jabil in the Ba1 rating category.  Moody's observes that these
various challenges could place increased demand on senior management,
stretch resources and cause distractions as the company seeks to become
more efficient and acquire core competencies in the non-traditional part
of the EMS value chain.

Notwithstanding these challenges in the near-term, we expect Jabil will
maintain a solid market position longer-term, benefiting from the secular
OEM outsourcing trend (especially in the Asian and Eastern European
regions), its Tier 1 leadership status, historic quality execution and
customer service in the traditional EMS space, growing market share and
global footprint with facilities located near OEM customer sites.  Going
forward, the company expects to de-emphasize its historic focus on lower
margin commodity activities in favor of an operating model concentrating
on end-to-end solutions, vertical component production and emerging EMS
segments with higher margin low volume characteristics.  Consideration is
given to the company's rationalization of its manufacturing footprint, the
shift of production to lower cost regions and the expected costs savings
associated with the restructuring program.

Moody's could stabilize the outlook upon Jabil's achievement of
sustainable cash flow from operations and generation of free cash flow to
reduce leverage and achieve total debt to EBITDA commensurate with the Ba1
rating. Additionally, the outlook could stabilize upon:

   (i) sustaining current market share levels relative to
       competitors;

  (ii) management focus on improved operational execution
       especially in non-traditional EMS segments;

(iii) an increase in revenue contribution from value-added EMS
       activities, resulting in higher sustainable operating
       margins;

  (iv) improvement in operating income ROA (net cash) above 7%
       (Moody's adjusted);

   (v) minimization of restructuring charges and realization of
       associated cost savings; and

  (vi) successful incorporation of Green Point as part of the
       new vertical integration and product development
       strategy.

The one-notch upgrade of the senior notes reflects a lower
loss-given-default point estimate than previously (52% from 83%) under the
LGD framework and Moody's' revised view that the notes are not
structurally subordinated to the liabilities at Jabil's operating
subsidiaries.  Based upon new information, it is evident that Jabil
Circuit, Inc., the issuer of the notes, is not a parent holding company,
but rather an operating entity with hard assets, receivables and payables.
As such, although the notes do not benefit from upstream guarantees,
because they are located at a first-tier operating entity, in a bankruptcy
scenario they would share the same collateral pool as the trade creditors
and bank lenders residing at the operating subsidiaries.

These ratings/assessments were upgraded:

   -- US$300 million 5.875% Senior Unsecured Notes due 2010 to
      Ba1 (LGD-4, 52%) from Ba2 (LGD-5, 83%)

These ratings were confirmed:

   -- Corporate Family Rating at Ba1;
   -- Probability of Default Rating at Ba1.

Jabil Circuit, Inc., headquartered in St. Petersburg, Florida --
http://www.jabil.com/-- is an electronic product solutions company
providing comprehensive electronics design, manufacturing and product
management services to global electronics and technology companies.  Jabil
Circuit has more than 50,000 employees and facilities in 20 countries,
including Brazil, Mexico, United Kingdom and Japan.  Revenues for the 12
months ended Feb. 28, 2007 were US$11.7 billion.


JBS S.A.: S&P Puts B+ Credit Rating on Negative Watch
-----------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term corporate
credit rating on Brazil-based meat-processing company JBS S.A. on
CreditWatch with negative implications.

The CreditWatch placement follows JBS' announcement that its holding
company, J&F Participações has signed an agreement and plan of merger for
the acquisition of 100% of U.S.-based Swift & Co. for US$1.4 billion.
"The CreditWatch indicates that S&P could potentially lower or affirm the
ratings on JBS after the completion of the acquisition, depending on the
increased leverage and combined financial risk," said Standard & Poor's
credit analyst Vivian Zietemann.

At the same time, S&P placed its ratings on Swift, including its 'B'
long-term corporate credit rating, on CreditWatch with developing
implications, indicating that the ratings may be raised, affirmed, or
lowered following the completion of S&P’s review of the consolidated new
entity.  S&P could raise its rating on Swift if S&P affirm its ratings on
JBS.  However, the ratings on Swift could also be affirmed if the ratings
on JBS are lowered one notch.  While less likely, the ratings on Swift
could also be lowered if the ratings on JBS are lowered by more that one
notch.

The acquisition will be financed with US$400 million in cash and
additional US$1.0 billion in nonrecourse debt, which should be used to
refinance Swift's existing debt.  JBS expects to refinance this additional
debt with a US$700 million revolving facility and two US$300 million
long-term bonds to be issued in the international market after the
transaction closes.  S&P believe the deal could result in
higher-than-projected debt levels, increasing JBS' financial ratios much
more than expected for the current rating.

S&P understand this strategic acquisition puts JBS at a more competitive
level globally, contributing to an enhanced business profile by reducing
its dependence on its Brazilian and Argentinean operations.  Nonetheless,
S&P expect the company to face several consolidation and execution issues,
including
turning around the relatively weaker operational performance in the U.S.
and capturing synergy gains.

The resolution of the CreditWatch listings depend on the closing of the
transaction and further clarity on the resulting financial profile for the
consolidated entity.


LYONDELL CHEMICAL: Sells US$510 Million of 6.785% Senior Notes
------------------------------------------------------------
Lyondell Chemical Company has sold US$510 million of 6.875% senior
unsecured notes in an offering.

The notes will mature on June 15, 2017.  Lyondell will use the net
proceeds, together with available cash, to redeem in full the US$500
million outstanding principal amount of its 10.875% senior subordinated
notes, which mature May 1, 2009.  The offering closed June 1, 2007.

The group of underwriters for the offering is led by Citigroup Global
Markets Inc.  Copies of the prospectus relating to the offering may be
obtained from:

         Citigroup Global Markets Inc., Prospectus Department
         Brooklyn Army Terminal
         140 58th Street, 8th Floor
         Brooklyn, NY 11220

or by calling toll-free 1-877-858-5407.

Headquartered in Houston, Texas, Lyondell Chemical Company (NYSE:LYO) --
http://www.lyondell.com/-- is North America's third-largest independent,
publicly traded chemical company. Lyondell manufactures chemicals and
plastics, a refiner of heavy, high-sulfur crude oil and a significant
producer of fuel products. Key products include ethylene, polyethylene,
styrene, propylene, propylene oxide, gasoline, ultra low-sulfur diesel,
MTBE and ETBE.

The company also has locations in Austria, France, Italy, The Netherlands,
Belgium, Germany, Spain, United Kingdom, Brazil, China, Japan, Taiwan,
India and Singapore.


LYONDELL CHEMICAL: S&P Rates Proposed US$500-Million Notes at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to the
proposed Lyondell Chemical Co.'s US$500 million of unsecured notes due
2017, issued pursuant to Lyondell's Rule 415 shelf registration.

At the same time, S&P affirmed its corporate credit rating on Lyondell
(BB-/Stable/B-1).  The outlook is stable.

Lyondell will use proceeds from the proposed notes offering, together with
cash on hand, to refinance the existing US$500 million of 10.875% senior
subordinated notes, which mature
May 1, 2009.

"We view this financing as a favorable step to extend the debt maturity
profile and fully consistent with Lyondell's objective to improve its
overall financial profile during the current business cycle," said
Standard & Poor's credit analyst Kyle Loughlin.

Lyondell is the world's largest producer of propylene oxide, with about
30% of global production capacity.

Generally favorable business conditions in petrochemicals and
meaningfully higher contributions from the refining business are likely to
provide the free cash flow necessary to improve Lyondell's highly
leveraged capital structure, even if petrochemical business conditions
begin to deteriorate somewhat during the next few years.

Mr. Loughlin said, "If Lyondell maintains a strong focus on debt
reduction and continues to extend its debt maturity profile, credit
metrics could improve to levels considered strong for the ratings.  If we
conclude that Lyondell can sustain these improvements, we could revise the
outlook to positive within the next 12 months."

On the other hand, faster-than than-expected deterioration of the
chemicals business cycle would limit debt reduction somewhat.

"But ratings are not likely to come under pressure unless the refining
cycle weakens unexpectedly or management again departs from its stated
objectives to reduce debt," Mr. Loughlin said.

Headquartered in Houston, Texas, Lyondell Chemical Company (NYSE:LYO) --
http://www.lyondell.com/-- is North America's third-largest independent,
publicly traded chemical company. Lyondell manufactures chemicals and
plastics, a refiner of heavy, high-sulfur crude oil and a significant
producer of fuel products. Key products include ethylene, polyethylene,
styrene, propylene, propylene oxide, gasoline, ultra low-sulfur diesel,
MTBE and ETBE.

The company also has locations in Austria, France, Italy, The Netherlands,
Belgium, Germany, Spain, United Kingdom, Brazil, China, Japan, Taiwan,
India and Singapore.


NRG ENERGY: Paying Preferred Stock Dividends on June 15
-------------------------------------------------------
NRG Energy Inc. has announced the following preferred stock dividends,
payable on June 15, 2007, to holders of record of its preferred stock as
of June 1, 2007:

   * A US$10 per share cash dividend on its 4% Convertible
     Perpetual Preferred Stock issued in December 2004; and

   * A US$3.59375 per share cash dividend on its 5.75% Mandatory
     Convertible Preferred Stock issued on February 2, 2006.

All inquiries and correspondence regarding NRG common and preferred
stock—relating to shareholder records, transfer of shares, lost
certificates, or change of address—should be addressed to:

             Bank of New York
             P.O. Box 11258
             Church Street Station
             New York, NY 10286
             Tel: (800) 524-4458

In addition, NRG will complete its previously announced two-for-one common
stock split, in the form of a stock dividend paid on May 31, 2007, to
holders of record as of May 22, 2007.  The Company’s common stock will
begin trading on a split-adjusted basis on the New York Stock Exchange
when the market opens for trading on June 1, 2007.

The number of common shares outstanding upon completion of the stock split
will be approximately 242 million shares.

                         About NRG

A Fortune 500 company, NRG Energy, Inc. (NYSE: NRG) --
http://www.nrgenergy.com/-- owns and operates a diverse
portfolio of powergenerating facilities, primarily in Texas and
the Northeast, South Central and West regions of the United States.  Its
operations include baseload, intermediate,
peaking, and cogeneration and thermal energy production
facilities.  NRG also has ownership interests in generating
facilities in Australia, Germany and Brazil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 9, 2007, Moody's Investors Service affirmed the ratings of
NRG Energy, Inc., including its Corporate Family Rating at Ba3,
the Probability of Default Rating at Ba3, the senior unsecured
debt at B1, and its Speculative Grade Liquidity Rating of SGL-2,
following the company's announcement to return more capital to
shareholders in the form of existing and future share repurchases and to
begin paying a common dividend during the first quarter of 2008.

Standard & Poor's Ratings Services raised its rating on NRG
Energy Inc.'s US$4.7 billion unsecured bonds to 'B' from 'B-'
and assigned its 'B-' rating to the proposed US$1 billion
delayed-draw term loan B at NRG Holdings Inc., a newly created
holding company that would own 100% of NRG's equity.


PETROLEO BRASILEIRO: Investing BRL227MM in 3 Biodiesel Plants
-------------------------------------------------------------
Mozart de Queiroz, Brazilian state-run oil firm Petroleo Brasileiro SA’s
manager, said in a conference in Rio de Janeiro that the company is
investing BRL227 million in three biodiesel plants that use cotton, palm
and castor seed oil for production, Business News Americas reports.

Mr. de Queiroz said that the plants will also use animal fat and soy oil,
the same report says.  It will launch operations late in 2007.

BNamericas relates that the plants will have total biodiesel production
capacity of 170,000 mil cubic meters per year.  They will be situated in:

          -- Quixada, Ceara;
          -- Candeias, Bahia; and
          -- Montes Claros, Minas Gerais.

Mr. de Queiroz commented to BNamericas, "We are studying other projects in
several regions in Brazil to be implemented either by Petrobras or through
partnerships with other companies."

According to BNamericas, Mr. de Queiroz said that Brazil has plenty of
room to increase its biofuel output as it is yet a net importer of diesel.

"Brazil is a country that stands out in the biofuels worldwide scenario
for its ethanol production.  The country's size and weather conditions are
perfect for the use of biomass," Mr. de Queiroz told BNamericas.

Mr. de Queiroz said “biomass production can be optimized in Brazil as 38%
of sugarcane's energy content is not used properly,” BNamericas notes.

BNamericas relates that Brazil has 22 biodiesel plants producing 880,000
cubic meters per year and 28 units under construction that will bring
total capacity to 2.71 million cubic meters yearly.

Petroleo Brasileiro expects Brazilian ethanol exports to total 850 million
liters in 2007 and 3.500 billion liters in 2011, BNamericas says, citing
Mr. de Queiroz.

Petroleo Brasileiro is developing technologies for ethanol production
using sources like manioc and castor seeds, 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.

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.




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


ALTAIR NAVIGATOR: Sets Final Shareholders Meeting for June 29
-------------------------------------------------------------
Altair Navigator International Ltd. will hold its final shareholders
meeting on June 29, 2007, at 9:00 a.m., at the company's offices.

These agendas will be taken during the meeting:

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

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

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

The liquidators can be reached at:

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


CABLE & WIRELESS: Digicel Challenges Claims on Market Leadership
----------------------------------------------------------------
Digicel Ltd. said in a statement that it has called on its main rival
Cable & Wireless to support claims that it is almost leading the market in
Grenada and St. Vincent & the Grenadines.

Business News Americas relates that Cable & Wireless disclosed last week
strong gains for fiscal year 2007 in the Caribbean.  Across the 24 markets
in Latin America and the Caribbean where the firm has operations, it
boosted its clients by 44% to over five million at the end of fiscal year
2007, compared to the previous period.

Digicel Chief Executive Officer Colm Delves told BNamericas that Cable &
Wireless’ claims that it leads the Grenadan market and is “one percentage
point behind Digicel in terms of market share in St. Vincent & the
Grenadines” are groundless.  Digicel's numbers and that of other parties
contest the claims.

Digicel said that it leads Cable & Wireless by 21% in Grenada with a 60.5%
market share compared to 39.5% for Cable & Wireless, BNamericas notes.  In
St. Vincent & the Grenadines, Digicel holds a 63% market share compared to
Cable & Wireless' 37%.

                       About Digicel

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.

                    About Cable & Wireless

Headquartered in London, Cable & Wireless Plc --
http://www.cw.com/new/-- provides voice, data and IP (Internet
Protocol) services to business and residential customers, as
well as services to other telecoms carriers, mobile operators
and providers of content, applications and Internet services.
The company has operations are in the United Kingdom, India,
China, the Cayman Islands and the Middle East.

                        *     *     *

In connection with Moody's Investors Service's implementation of its new
Probability-of-Default and Loss-Given-Default rating methodology for the
corporate families in the
Telecommunications, Media and Technology sectors last week, the rating
agency confirmed its Ba3 Corporate Family Rating for Cable & Wireless Plc.

Moody's also assigned a Ba3 Probability-of-Default rating to the company.

* Issuer: Cable & Wireless Plc
                                             Projected
                           Debt     LGD      Loss-Given
   Debt Issue              Rating   Rating   Default
   ----------              -------  -------  --------
   4% Senior Unsecured
   Conv./Exch.
   Bond/Debenture
   Due 2010                B1       LGD4     60%

   GBP200 million
   8.75% Senior
   Unsecured Regular
   Bond/Debenture
   Due 2012                B1       LGD4     60%

* Issuer: Cable & Wireless International Finance B.V.

                                             Projected
                           Debt     LGD      Loss-Given
   Debt Issue              Rating   Rating   Default
   ----------              -------  -------  --------
   GBP200 million
   8.625% Senior Unsecured
   Regular Bond/Debenture
   Due 2019                B1       LGD4     60%

Cable & Wireless Plc's long-term and short-term foreign issuer
credit carried Standard & Poor's BB- ratings.  Its short-term
foreign and local issuer credit were rated at B.  The outlook was negative.


CEMENT HOLDINGS: Will Hold Final Shareholders Meeting on June 28
----------------------------------------------------------------
Cement Holdings Ltd. will hold its final shareholders meeting on June 28,
2007, at:

         CIBC Financial Centre
         George Town, Grand Cayman
         Cayman Islands

These agendas will be taken during the meeting:

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

     2) hearing any explanation that may be given by the
        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:

        Buchanan Limited
        P.O. Box 1170
        Grand Cayman KY1-1102
        Cayman Islands


CITRINE SPECIAL: Sets Final Shareholders Meeting for June 29
------------------------------------------------------------
Citrine Special Opportunities Fund will hold its final shareholders
meeting on June 29, 2007, at 10:00 a.m., at the office of the company.

These agendas will be taken during the meeting:

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

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

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

The liquidators can be reached at:

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


COOPERNEFF (CAYMAN): Sets Final Shareholders Meeting for June 29
----------------------------------------------------------------
Cooperneff (Cayman) Ltd. will hold its final shareholders meeting on June
29, 2007, at 10:30 a.m., at the office of the company.

These agendas will be taken during the meeting:

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

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

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

The liquidators can be reached at:

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


CREDIT SUISSE: Will Hold Final Shareholders Meeting on June 28
--------------------------------------------------------------
Credit Suisse First Boston Investco UK No 1 Ltd. will hold its final
shareholders meeting on June 28, 2007, at:

         Queensgate House, George Town
         Grand Cayman, Cayman Islands

These agendas will be taken during the meeting:

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

     2) hearing any explanation that may be given by the
        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:

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


FERN INVESTMENTS: Sets Final Shareholders Meeting for June 28
-------------------------------------------------------------
Fern Investments Ltd. will hold its final shareholders meeting on June 28,
2007, at:

         CIBC Financial Centre
         George Town, Grand Cayman
         Cayman Islands

These agendas will be taken during the meeting:

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

     2) hearing any explanation that may be given by the
        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:

        Buchanan Limited
        P.O. Box 1170
        Grand Cayman KY1-1102
        Cayman Islands


FREEBIRD OFFSHORE: Sets Final Shareholders Meeting for July 3
-------------------------------------------------------------
Freebird Offshore Fund Ltd. will hold its final shareholders
meeting on July 3, 2007, at 10:00 a.m., at:

         Third Floor, Harbour Centre
         P.O. Box 1348
         Grand Cayman KY1-1108
         Cayman Islands

These agendas will be taken during the meeting:

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

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

     3) manner in which the books, accounts
        and documentation of the Company and of the
        Liquidator should be maintained and
        subsequently disposed.

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:

        Q & H Nominees Ltd.
        Third Floor, Harbour Centre
        P.O. Box 1348
        Grand Cayman KY1-1108
        Cayman Islands


FREEBIRD OFFSHORE: Proofs of Claim Filing Ends on July 3
--------------------------------------------------------
Freebird Offshore Fund, Ltd. creditors are given until
July 3, 2007, to prove their claims to Q & H Nominees Ltd., the company's
liquidators, or be excluded from receiving any distribution or payment.

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

Freebird Offshore’s shareholders agreed on May 7, 2007, to place
the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

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


GREAT PRESTIGE: Will Hold Final Shareholders Meeting on June 28
---------------------------------------------------------------
Great Prestige Holdings Ltd. will hold its final shareholders
meeting on June 28, 2007, at:

         CIBC Financial Centre
         George Town, Grand Cayman
         Cayman Islands

These agendas will be taken during the meeting:

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

     2) hearing any explanation that may be given by the
        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:

        Buchanan Limited
        P.O. Box 1170
        Grand Cayman KY1-1102
        Cayman Islands


INNFIELD INVESTMENTS: Final Shareholders Meeting Is on June 28
--------------------------------------------------------------
Innfield Investments Ltd. will hold its final shareholders meeting on June
28, 2007, at:

         CIBC Financial Centre
         George Town, Grand Cayman
         Cayman Islands

These agendas will be taken during the meeting:

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

     2) hearing any explanation that may be given by the
        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:

        Buchanan Limited
        P.O. Box 1170
        Grand Cayman KY1-1102
        Cayman Islands


JOSE CARTELLONE: Sets Final Shareholders Meeting for June 29
------------------------------------------------------------
Jose Cartellone Caribbean Co. will hold its final shareholders meeting on
June 29, 2007, at 2:00 p.m., at the office of the company.

These agendas will be taken during the meeting:

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

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

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

The liquidator can be reached at:

        David A.K Walker
        Attention: Miguel Brown
        P.O. Box 258
        Grand Cayman KY1-1104
        Cayman Islands
        Telephone: (345) 914 8665
        Fax: (345) 945 4237


KAZIMIR NON-DOLLAR: Proofs of Claim Filing Is Until June 14
----------------------------------------------------------
Kazimir Non-Dollar Yield Fund Ltd.'s creditors are given until
June 14, 2007, to prove their claims to John Cullinane and
Derrie Boggess, the company's liquidators, or be excluded from
receiving any distribution or payment.

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

Kazimir Non-Dollar’s shareholders agreed on Feb. 16, 2007, to place the
company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

         John Cullinane
         Derrie Boggess
         c/o Walkers SPV Limited, Walker House
         87 Mary Street, George Town
         Grand Cayman KY1-9002
         Cayman Islands
         Telephone: (345) 914-6305


KAZIMIR NON-DOLLAR: Sets Final Shareholders Meeting for June 29
---------------------------------------------------------------
Kazimir Non-Dollar Yield Fund Ltd. will hold its final shareholders
meeting on June 29, 2007, at 12:00 p.m., at the office of the company.

These agendas will be taken during the meeting:

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

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

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

The liquidators can be reached at:

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


MW STRAND: Sets Final Shareholders Meeting for June 29
------------------------------------------------------
MW Strand Fund will hold its final shareholders meeting on
June 29, 2007, at 11:00 a.m., at the office of the company.

These agendas will be taken during the meeting:

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

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

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

The liquidators can be reached at:

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


NEMO INT’L: Will Hold Final Shareholders Meeting on June 28
-----------------------------------------------------------
Nemo International will hold its final shareholders meeting on June 28,
2007, at 10:00 a.m., at:


         City of São Paulo, State of São Paulo
         Avenue Brigadeiro Faria Lima
         1355, 6th (part)
         7th and 8th Floor

These agendas will be taken during the meeting:

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

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

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

The liquidator can be reached at:

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


NEWOAK LIMITED: Sets Final Shareholders Meeting for June 28
-----------------------------------------------------------
Newoak Ltd. will hold its final shareholders meeting on
June 28, 2007, at:

         CIBC Financial Centre
         George Town, Grand Cayman
         Cayman Islands

These agendas will be taken during the meeting:

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

     2) hearing any explanation that may be given by the
        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:

        Buchanan Limited
        P.O. Box 1170
        Grand Cayman KY1-1102
        Cayman Islands


OAKHAVEN INT’L: Will Hold Final Shareholders Meeting on June 28
---------------------------------------------------------------
Oakhaven International Ltd. will hold its final shareholders meeting on
June 28, 2007, at:


         CIBC Financial Centre
         George Town, Grand Cayman
         Cayman Islands

These agendas will be taken during the meeting:

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

     2) hearing any explanation that may be given by the
        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:

        Buchanan Limited
        P.O. Box 1170
        Grand Cayman KY1-1102
        Cayman Islands


STIR FUND: Sets Final Shareholders Meeting for June 29
------------------------------------------------------
The Stir Fund Ltd. will hold its final shareholders meeting on June 29,
2007, at 9:30 a.m., at the office of the company.

These agendas will be taken during the meeting:

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

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

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

The liquidators can be reached at:

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


THUNDER BAY: Sets Final Shareholders Meeting for June 29
--------------------------------------------------------
Thunder Bay Al-Hudda Fund Ltd. will hold its final shareholders meeting on
June 29, 2007, at 11:30 a.m., at the office of the company.

These agendas will be taken during the meeting:

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

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

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

The liquidators can be reached at:

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


TRW HOLDING: Will Hold Final Shareholders Meeting on June 29
------------------------------------------------------------
TRW Holding Ltd. will hold its final shareholders meeting on June 29,
2007, at 9:00 a.m., at:

        Fourth Floor Harbour Place
        George Town, Grand Cayman
        Cayman Islands

These agendas will be taken during the meeting:

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

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

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

The liquidator can be reached at:

        Linburgh Martin
        Attention: Kim Charaman
        Close Brothers (Cayman) Limited
        Fourth Floor, Harbour Place
        P.O. Box 1034
        Grand Cayman KY1-1102
        Cayman Islands
        Telephone: (345) 949 8455
        Fax: (345) 949 8499




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


NOVA CHEMICALS: Provides Update on Cost Reduction Measures
----------------------------------------------------------
NOVA Chemicals Corporation has defined the impact of actions the company
is taking to further improve its business performance.  Approximately 90
NOVA Chemicals positions in the U.S. and Europe will be eliminated during
2007 as part of ongoing fixed-cost reductions.

The actions will result in cost savings of US$12 million per year.  The
company expects to take an after-tax charge of approximately US$6 million
in the second quarter of 2007 related to these actions.

Headquartered in Calgary, Alberta, Canada, Nova Chemicals Co.
(NYSE:NCX) (TSX:NCX) -- http://www.novachem.com/-- is a leading
producer of ethylene, polyethylene, styrene, polystyrene, and
expanded polystyrene.  NOVA Chemicals' manufacturing sites are
strategically situated throughout Canada, the US and South
America.  Its South American operations are located in Chile.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 5, 2007,
Fitch has downgraded NOVA Chemicals Corp.'s Issuer Default
Rating to BB- from BB; Senior unsecured notes and debentures to
BB- from BB; Senior unsecured revolving credit facility to BB-
from BB; Senior secured revolving credit facility to BB+ from
BBB-; and Retractable preferred shares to 'BB+ from BBB-.

In addition, Fitch has assigned a BB- rating to the US$100
million senior unsecured revolving credit facility due
Dec. 2007.  The ratings apply to approximately US$1.9 billion of
debt.  Fitch said the rating outlook is stable.


TECH DATA: First Quarter 2008 Net Income Narrows to US$9.9 Mil.
---------------------------------------------------------------
Tech Data Corporation had net sales for the first quarter ended April 30,
2007, of US$5.4 billion, an increase of 9.3% from
US$4.9 billion in the first quarter of fiscal 2007.  The company recorded
income from continuing operations of US$9.9 million for the first quarter
ended April 30, 2007.  This compares to US$8.9 million for the prior-year
period.  Net income for the first quarter 2008 was US$9.9 million, as
compared with a net income for the first quarter 2007 of US$12.9 million.

Results for the first quarter of fiscal 2008 include an
US$8.8 million charge related to the company’s closure of its operations
in the United Arab Emirates.  Results for the comparable first quarter of
fiscal 2007 included US$6.5 million of restructuring charges and US$4.1
million of consulting costs related to the company’s European
restructuring program completed in the third quarter of fiscal 2007.

The company’s balance sheet as of April 30, 2007, showed total assets of
US$4.8 billion, total liabilities of US$3 billion, and total stockholders’
equity of US$1.8 billion.  The company’s cash and cash equivalents at
April 30, 2007, were US$453.9 million, up from US$265 million at Jan. 31,
2007.

“Our first quarter progress validates that our strategic initiatives are
on the right track.  We continue to hone our position for long-term
success, and while we know we still have work to do, it is clear that our
renewed focus on the marketplace and our efforts to optimize our product
and customer portfolio mix are beginning to take hold,” commented Robert
M. Dutkowsky, Tech Data’s chief executive officer.  “We will continue to
assess all of our operations and make appropriate adjustments as we strive
to optimize our investments worldwide, leverage our infrastructure and
achieve improved profitability and return on capital employed.”

                  First-Quarter Financial Summary

Net sales in the Americas, including the U.S., Canada, Latin America and
export sales to the Caribbean, were US$2.5 billion, or 46% of worldwide
net sales, representing an increase of 6.1% over the first quarter of
fiscal 2007 and a decrease of 1% over the fourth quarter of fiscal 2007.
Net sales in Europe, including Europe, the Middle East and export sales to
Africa, totaled US$2.9 billion, or 54% of worldwide net sales,
representing an increase of 12.2% over the first quarter of fiscal 2007
and a decrease of 19.3% over the seasonally stronger fourth quarter of
fiscal 2007.

Gross margin for the first quarter of fiscal 2008 was 4.72% compared to
4.8% in the prior-year first quarter.  The decline in gross margin was
attributable to higher inventory costs, including those related to the
closure of the UAE operations.

Selling, general and administrative expenses were US$217.2 million or
4.02% of net sales, compared to US$201.6 million or 4.08% of net sales in
the first quarter of fiscal 2007.  SG&A in the first quarter of fiscal
2007 included US$4.1 million, or about 0.08% of net sales, in consulting
costs associated with the European restructuring program completed in the
third quarter of fiscal 2007.

For the first quarter of fiscal 2008, operating income was
US$29.7 million or 0.55% of net sales.  This compared to operating income
of US$29 million or 0.59% of net sales in the first quarter of fiscal
2007.

                        Business Outlook

For the second quarter ending July 31, 2007, the company anticipates net
sales to be in the range of US$5.20 billion to
US$5.35 billion.  This assumes year-over-year mid-single digit growth in
the Americas and low-to-mid single digit growth in Europe on a local
currency basis.  The company expects to incur additional costs during the
second quarter of fiscal 2008 to complete the closure of its UAE
subsidiary and certain other operations as well as the closure of a
European logistics center to drive further efficiencies.  These costs are
expected to include operating losses in the range of US$2 million to US$3
million and a loss on the disposal of subsidiaries and restructuring
charges totaling in the range of US$15 million to US$18 million.  The
company anticipates an effective tax rate for the second quarter of fiscal
2008, excluding the loss on disposal of subsidiaries and restructuring
charges, in the range of 45% to 50%.

                      About Tech Data

Founded in 1974, Tech Data Corporation (NASDAQ GS: TECD) --
http://www.techdata.com/-- distributes IT products, with more than 90,000
customers in over 100 countries.  The company's business model enables
technology solution providers, manufacturers and publishers to
cost-effectively sell to and support end users ranging from
small-to-midsize businesses to large enterprises.  Tech Data is ranked
107th on the FORTUNE 500(R).  The company and its subsidiaries operate
centers in Latin America, including Brazil and Chile.

                          *     *     *

Tech Data Corporation's US$350 million convertible senior notes due 2026
carry Moody's Investors Service’s 'Ba2' rating.  The company also carries
Moody’s Ba1 corporate family rating and Ba1 probability of default rating.


VTR GLOBALCOM: S&P withdraws B Credit Rating
--------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' long-term corporate
credit rating on VTR GlobalCom S.A. at the company's request.

"VTR is the largest pay-TV provider and a leading broadband Internet
supplier in Chile," said Standard & Poor's credit analyst Ivana Recalde.
The company is 80% indirectly owned by LGI, one of the largest global
pay-TV and broadband companies, and 20% owned by Cristalerias de Chile
S.A., the largest glass container producer in Chile.




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


BANCOLOMBIA: Unit Lines Up COP20-Billion Five-Year Bond Issue
-------------------------------------------------------------
Bancolombia said in a filing with the financial regulator Superfinanciera
that its factoring unit has lined up a
COP20-billion five-year bond issue.

Factoring Bancolombia told Business News Americas that the bonds are
convertible into subordinated shares.  It will be offered to shareholders.

The paid-in capital of Factoring Bancolombia was COP17.6 billion as of May
31, BNamericas states.

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

                        *     *     *

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

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

In addition, Fitch affirms these ratings:

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

Fitch says the rating outlook is stable.




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


FLOWSERVE CORP: Gets Garyville Refinery Pump Deal for US$49 Mil.
----------------------------------------------------------------
Flowserve Corporation has secured a contract to provide nearly 400 pumps,
seals and a hydraulic de-coking system for Marathon Oil Corporation’s
refinery expansion in Garyville, Louisiana.  The expansion will increase
production by 180,000 barrels per day, bringing total capacity to 425,000
bpd.

The value of this order should exceed US$49 million.  Construction at the
Garyville refinery is scheduled to begin in mid-2007, and should be
completed in the fourth quarter of 2009.

“We are proud and honored that Flowserve will supply this facility with
the majority of pumps and seals for this project,” says Flowserve Pump
Division President Tom Ferguson. “We expect that our long-standing
relationship with Marathon will enable us to provide a strong team
alliance.  Flowserve is also well positioned to support this refinery 24/7
directly from our operations in Baton Rouge.”

Headquartered in Irving, Texas, Flowserve Corp. (NYSE: FLS) --
http://www.flowserve.com/-- provides fluid motion and control
products and services.  Operating in 56 countries, the company
produces engineered and industrial pumps, seals and valves as
well as a range of related flow management services.  In Latin
America, Flowserve operates in 36 countries such as the
Dominican Republic, Guatemala, Guyana and Belize.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2007, Fitch Ratings initiated coverage of Flowserve
Corp. and assigned these ratings:

   -- Issuer Default Rating (IDR) 'BB'; and
   -- Senior secured bank facilities 'BB'.

Fitch said the rating outlook is stable.




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


ALCATEL-LUCENT: Inks Cooperation Pact with Cafes Malongo, et al.
----------------------------------------------------------------
Alcatel-Lucent has signed a two-year cooperation agreement with Cafes
Malongo, the University of Nice Sophia Antipolis, and Haiti's mobile
telephone operator ComCEL to offer broadband Internet access to the
isolated rural areas of Cap Rouge in Haiti.

This pilot project called "Traabilite du Cafe" (Coffee Traceability) will
give Haiti's coffee cooperatives Internet access from their plantations by
applying WiMAX and RFID (Radio Frequency Identification) technologies.  By
having such access to the latest information technologies, they will be
able to monitor the traceability of their fair trade labeled production
and sell their coffee on optimum terms by reducing the number of
intermediaries. Training in information technology for the staff and
members of Haiti's cooperatives is also being planned.  This project again
demonstrates Alcatel-Lucent's commitment to narrowing the digital divide
and combining economic development with social responsibility.

The project's main goals are to:

          -- help Haiti's farming communities so that they can
             manage coffee production to meet demand and
             improve production techniques through appropriate
             remote learning in order to ensure that the
             cooperatives are more profitable,

          -- help to develop expertise in two advanced
             technologies (universal WiMAX for broadband
             Internet and RFID labels for traceability) to
             support the development of agricultural
             telecenters in Haiti,

          -- pioneer a range of innovative services in
             agricultural telecenters to serve education,
             health, e-government and ecotourism.

The four partners have mutually supportive roles to ensure that this
unprecedented cooperative venture in Haiti succeeds:

          -- Alcatel-Lucent has undertaken to supply the
             telecommunication equipment free of charge (a
             WiMAX station and the associated terminals), and
             will help to set up and run the project;

          -- Cafes Malongo, operating in Haiti, is providing
             the financing and designing the software for the
             coffee traceability system, while maintaining its
             medium-term presence in the country in order to
             help finalize the project's applications;

          -- the University of Nice, which has had a presence
             in Haiti since 1998 when it created the MBDS
             (Interactive Multimedia, Database and Systems
             Integration) masters qualification and has
             initiated the project, is committed to providing
             project management, developing the necessary
             software applications and finding local partners
             to ensure that Haiti's agricultural cooperatives
             and an non-government organization get involved
             in the project; and

          -- ComCEL has undertaken to bear all the connection
             costs for two years for the three planned sites,
             from the time when the connection is first set
             up, and to operate the WiMAX station supplied by
             Alcatel-Lucent.

Alcatel-Lucent's Digital Bridge director Thierry Albrand commented, "We
are particularly happy, through our partnership with Cafes Malongo, the
University of Nice and ComCEL, to play an active part in this project in
Haiti.  This action fits perfectly into Alcatel-Lucent's commitment to
narrow the digital divide in regions that receive little or no service,
since it will provide broadband Internet access to the isolated rural
areas of Cap Rouge in Haiti, thereby promoting the economic and social
development of the communities involved."

                      About Cafes Malongo

Cafes Malongo -- http://www.mbds-fr.org-- has been operating in Haiti for
more than six years, is working closely with 40 cooperatives accounting
for more than 10,000 farmers.  Its aim is to set up training in the
cooperatives and in schools, via WiMAX, so that small producers can gain
access to training, information and communication.  The University of Nice
Sofia Antipolis and the University of the State of Port au Princehave
created a Masters qualification in new technologies, "Multimedia, Database
and Systems."  As a result, two Haitian students and a French student have
produced the traceability software that forms the basis of the project.

                        About ComCEL

ComCEL is Haiti's largest mobile telephone network.  It is dubbed as the
"People's Company."  It aims to help improve the quality of life of
Haiti's people and will manage and maintain the WiMAX networks.

                    About Alcatel-Lucent

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

Alcatel-Lucent maintains operations in 130 countries, including, Austria,
Germany, Hungary, Italy, Netherlands, Ireland, Canada, United States,
Costa Rica, Dominican Republic, El Salvador, Guatemala, Peru, Venezuela,
Australia, Brunei and Cambodia.

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

                        *     *     *

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

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

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


ALCATEL-LUCENT: Will Advice Antel on Mobile Carrier Ancel
---------------------------------------------------------
Alcatel-Lucent was awarded a contract to supply Uruguayan telecom firm
Antel with “UMTS/HSPA gear” and deployment expertise for its mobile
carrier Ancel, Joni Morse at WirelessWeek reports.

According to WirelessWeek’s Mr. Morse, Ancel aims for a “3G build-out” to
boost capacity and allow high-speed Internet access from handsets and
next-generation services like:

          -- mobile broadband,
          -- multimedia streaming, and
          -- mobile television.

Ancel Division Manager Marcelo Erlich told WirelessWeek’s Mr. Mores, "With
Alcatel-Lucent's UMTS/HSPA network that Ancel will deploy, we will be the
first operator in Uruguay to offer broadband access to advanced mobile
data services at a very high throughput.  Creativity is a key factor to
maintain our leadership and now our customers will have the possibility to
access to a multimedia device with almost the same capacities offered by a
PC [personal computer].  This will be a qualitative change for people and
modern society."

The contract with Ancel is the first commercial introduction of 3G
Universal Mobile Telecommunications System in the region.  It strengthens
Alcatel-Lucent's worldwide leadership in mobile broadband and its position
in Latin America market, WirelessWeek’s Mr. Morse notes, citing Oliver
Picard, Alcatel-Lucent's Europe and South activities chief.

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

Alcatel-Lucent maintains operations in 130 countries, including, Austria,
Germany, Hungary, Italy, Netherlands, Ireland, Canada, United States,
Costa Rica, Dominican Republic, El Salvador, Guatemala, Peru, Venezuela,
Australia, Brunei and Cambodia.

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

                        *     *     *

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

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

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




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


GEOKINETICS INC: Closes Amended & Restated Credit Pact w/ PNC
-------------------------------------------------------------
Geokinetics Inc. had completed an Amended and Restated Credit Agreement
with PNC Bank, National Association. The new credit agreement increases
the Company's existing US$21,000,000 credit facility to a US$60,000,000
revolving line of credit, which may be increased to US$70,000,000 at the
request of Geokinetics.  Geokinetics plans to use the proceeds from the
increased credit facility for capital expenditures and general corporate
purposes.

Headquartered in Houston, Texas, Geokinetics Inc. --
http://www.geokineticsinc.com/-- is a global leader of seismic
acquisition and high-end seismic data processing and
interpretation services to the oil and gas industry.
Geokinetics provides seismic data acquisition services in North
America, South America, Africa, Asia, Australia and the Middle
East.  Geokinetics operates in some of the most challenging
locations in the world from the Arctic to mountainous jungles to
the transition zone environments.  The company has operations in
Brazil, Colombia, Ecuador, Peru and Venezuela.

                        *     *     *

Moody's Investors Service assigned on Dec. 6, 2006, a B3
corporate family rating and probability of default rating to
Geokinetics Inc., and a SGL-3 speculative liquidity rating.
Moody's also assigned a B3, LGD 4 (53%) rating to Geokinetics'
proposed offering of US$100 million second priority senior
secured floating rate notes due 2012.  The outlook is stable.
Proceeds from the notes will be used to retire an existing
US$100 million senior loan.

Standard & Poor's Ratings Services also assigned its 'B-'
corporate credit rating to Geokinetics Inc. At the same time,
Standard & Poor's assigned its 'CCC+' rating and '3' recovery
rating to Geokinetics' US$100 million in second lien floating
rate notes.




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


AIR JAMAICA: London Route Sale Gets Cabinet’s Approval
------------------------------------------------------
The Jamaican Cabinet has authorized the sale of Air Jamaica’s London route
operations to Virgin Atlantic, Information and Development Minister Donald
Buchanan said during a post-Cabinet press briefing at the Jamaica House.

Finance and Planning Minister Omar Davies will further disclose details of
the new accord between Air Jamaica and Virgin Atlantic, the Jamaica
Information Service relates, citing Minister Buchanan.

According to the Jamaica Information, Air Jamaica will end its service to
London in October, when the sale accord will come into effect.  It will
enter into a code share pact with Virgin Atlantic.  Air Jamaica's code
will be placed on all Virgin Atlantic’s Jamaica-London flights.

Virgin Atlantic aircraft will fly twice per week between London Gatwick
and Kingston.  It will also have two flights per week between Gatwick and
Montego Bay, the Jamaica Information states.

The two A340 planes that serve the London route will be returned to lessor
Airbus in October, the Jamaica Gleaner relates, citing Air Jamaica head
Mike Conway.

Mr. Conway told The Gleaner that dropping the route would affect plans to
reshape Air Jamaica’s fleet, which comprises:

          -- eight A320s,
          -- six A321s, and
          -- two A340s.

Data from the finance ministry indicated that Air Jamaica's lease costs
are estimated at US$82.3 million in 2007, about 17% higher compared to
US$70 million over the past two years, The Gleaner says.

According to The Gleaner, Mr. Conway and Air Jamaica chairperson OK
Melhado have been in negotiations with Boeing to replace Airbus planes
with American made craft.

Earlier reports say that Air Jamaica was considering a full reshaping of
the fleet.  However, Mr. Conway said that the plan now was to replace six
A321s with six Boeing 757-200s under lease, The Gleaner relates.

The planned replacement and cancellation of the A340 contracts shows that
Air Jamaica will continue for now to run European and American carriers in
its over 20 markets in North America and the Caribbean, The Gleaner
states.

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.


NATIONAL WATER: May Impose Tariff Increase
------------------------------------------
The National Water Commission could raise monthly bills, Radio Jamaica
reports.

Information in the Ministry Paper says that a tariff increase is imminent.
The Ministry Paper was presented to Parliament for authorization on a
government guarantee for a multi-million dollar loan to the National
Water, Radio Jamaica relates.

According to Radio Jamaica, the parliament has ratified a government
guarantee for a US$16 million loan to the National Water.  The loan was
provided by a consortium of international banks.  It will be used to fund
work on the North Western Parishes Water Supply Improvement Project.

The loan “was disbursed with favorable repayment terms,” Radio Jamaica
notes, citing Fitz Jackson, the State Minister in the Ministry of Finance.
Mr. Jackson said, “Interest rates available vary depending on the nature
of the projects being financed from time to time and at all times the
government seeks to obtain the most attractive and lowest interest rates
in the capital market that it seeks to finance from time to time.”

The report says that the National Water will provide US$2.5 million to the
“project plans to recover its investment, by charging impact fees to new
developments that will benefit from the water supply project.”

The National Water has had operating deficits, Radio Jamaica reports,
citing the Ministry Paper.

The tariff raise should boost the National Water’s performance in the
fiscal year 2007, according to Radio Jamaica.

The Ministry Paper says that the expected tariff increase should improve
the National Water's cash surplus and boost its ability to service the
US$16-million loan, Radio Jamaica states.

                        *     *     *

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




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


BALLY TOTAL: To File for Chapter 11 with Prepackaged Plan
---------------------------------------------------------
Bally Total Fitness has reached an agreement in principle on the proposed
terms of a consensual restructuring with certain holders of over 80% in
amount of its 9-7/8% Senior Subordinated Notes due 2007.  The company
plans to implement the proposed restructuring through a pre-packaged
Chapter 11 bankruptcy filing of the parent company, Bally Total Fitness
Holding Corporation, and certain of its subsidiaries.  The restructuring
will reduce the principal outstanding on the Existing Senior Subordinated
Notes by US$150 million by exchanging all existing Senior Subordinated
Notes for a new class of subordinated notes, common equity and the right
to participate in the US$77.5 million rights offering.

The consenting Senior Subordinated Noteholders, including affiliates of
Tennenbaum Capital Partners, LLC, Goldman Sachs & Co., and Anschutz
Investment Company, have agreed in principle, subject to the execution of
definitive documentation and satisfaction of conditions precedent by the
company, to consent to the proposed restructuring plan and to subscribe to
their pro rata portion of new senior subordinated notes to be issued in a
US$77.5 million rights offering as part of the proposed plan.  The right
to participate in the rights offering will be available to all holders of
the Existing Senior Subordinated Notes and certain other unsecured
creditors.  The consenting Senior Subordinated Noteholders have agreed to
purchase any notes not subscribed for in the rights offering, assuring
that the full US$77.5 million is raised by the company.  The company
intends to enter into a plan support agreement with the consenting Senior
Subordinated Noteholders providing for their commitment to vote for the
plan and to backstop the rights offering and containing customary
provisions governing interim operations of the company and restricting the
terms of compensation arrangements, new contracts, and modifications to
bank financing agreements.

Don R. Kornstein, Bally's Chief Restructuring Officer and Interim
Chairman, stated, "We are pleased to have achieved such strong support for
a consensual restructuring that reduces our debt, reduces our annual cash
interest obligations by approximately US$29 million and provides the new
cash and cash availability to continue to serve our members and invest in
our fitness centers.  This agreement in principle with the consenting
Senior Subordinated Noteholders lays the foundation for a restructuring
process that will enable us to invest in our clubs and upgrade our
business model to provide a superior fitness experience for our 3.5
million members and a top-quality work environment for our 20,000
employees."

The Chapter 11 filing is conditioned upon, among other things, receipt of
the approval of the proposed plan of reorganization by 66-2/3% in
principal amount and a majority in number of the holders of the company's
10-1/2% Senior Notes due 2011 who vote on the plan.  The company expects
to commence the formal process of vote solicitation in mid-June.  If the
necessary votes are received, the restructuring would be implemented
through a voluntary pre-packaged bankruptcy filing under Chapter 11 of the
U.S. Bankruptcy Code to be commenced in July 2007.  Absent superior
proposals from other funding sources or existing constituencies, the
company expects to complete its reorganization within 60 days of filing
its bankruptcy petition.

Under the proposed plan:

   * Subject to the consent of its senior lenders, the company's
     senior secured credit facility would be amended to waive
     all existing defaults and any provision triggered by
     implementation of the proposed plan, and to provide
     increased covenant flexibility.  Although such funding is
     not necessary for its continued operations, the company may
     enter into a debtor-in-possession financing facility.

   * The principal, interest rate, maturity and guarantees on
     the company's Senior Notes would remain the same.  Holders
     of the Senior Notes will be asked to consent to certain
     waivers and amendments  to the indenture governing the
     Senior Notes, and upon the effectiveness of the proposed
     plan, holders of Senior Notes would receive a fee equal to
     1% of the face value of their notes.

   * The Senior Note Indenture would be amended to (i) waive all
     existing defaults and any provisions triggered by
     implementation of the proposed plan (including the change
     of control put option), (ii) eliminate the requirement that
     the company file and provide SEC reports (but the company
     will be required to provide annual (audited, to the extent
     available) and quarterly financials, including MD&A and 8-K
     reportable events), and (iii) increase the permitted debt
     basket for the senior credit facility to US$325 million
     (with no reduction for any asset sales) and the debt basket
     for purchase money debt and capital leases to US$100
     million.

   * Holders of the Existing Senior Subordinated Notes and
     certain unsecured creditors (which may include lease
     rejection claims) would receive in exchange for their
     claims their pro-rata share of (i) New Subordinated Notes
     in the principal amount of US$150 million, representing 50%
     of their existing principal, (ii) non-detachable rights to
     participate in the rights offering for the New Senior
     Subordinated Notes, and (iii) shares of common stock
     representing 100% of the equity in the reorganized company.
     The New Subordinated Notes would mature five years from the
     effective date of the proposed plan and would bear interest
     at 13% per annum if paid in kind or 11.5% per annum if paid
     in cash, at the company's option upon satisfaction of a
     toggle covenant of 2.25:1.00 minimum interest coverage and
     US$50 million minimum liquidity, which will be determined
     on a pro forma basis after giving effect to the proposed
     payment of interest on the New Subordinated Notes and the
     New Senior Subordinated Notes.  The New Senior Subordinated
     Notes to be issued in the rights offering will rank senior
     to the New Subordinated Notes, but otherwise will have
     similar economic terms.

   * The company and its subsidiaries may reject selected leases
     and other contracts in the bankruptcy.

   * Existing equity would be cancelled for no consideration.

The company expects to continue normal club operations during the
restructuring process and would emerge from Chapter 11 no longer subject
to public reporting obligations.

The company also announced that it believes it will be able to file its
Annual Report on Form 10-K for the year ended
December 31, 2006, by the end of June.

                   About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial
operator of fitness centers in the U.S., with over 400
facilities located in 29 states, Mexico, Canada, Korea, China
and the Caribbean under the Bally Total Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada (R) brands.  Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                        *     *     *

As reported in the Troubled Company Reporter on April 19, 2007,
Moody's Investors Service downgraded all the credit ratings
of Bally Total Fitness Holding Corporation after its failure to
make the April 16, 2007 interest payment on US$300 million
principal amount of senior subordinated notes.


BERRY PLASTICS: S&P Junks Rating on US$500 Million Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Berry Plastics
Holding Corp., a wholly owned subsidiary of Berry Plastics Group Inc., to
negative from stable.

S&P affirmed all the ratings, including the 'B' corporate credit rating.

"The outlook revision follows the announcement that Berry has
established a holding company, Berry Plastics Group Inc., and intends to
enter into a seven-year US$500 million senior unsecured term loan
facility," said Standard & Poor's credit analyst Liley Mehta.  "Proceeds
from the loan along with cash on hand will be used to pay a dividend to
its shareholders."

S&P assigned a 'CCC+' rating to the proposed US$500 million senior
unsecured term loan due 2014.  The proposed unsecured term loan is rated
two notches below the corporate credit rating, based on the lenders'
limited prospects for any recovery in the event of a default.  Pro forma
for the debt-financed dividend distribution, total debt (adjusted to
include capitalized operating leases and unfunded postretirement
liabilities) was about US$3.2 billion at April 3, 2007.

The 'B' corporate credit rating reflects Berry's very aggressive
financial policy and willingness to incur a significant amount of debt to
fund a dividend.  These actions result in a highly leveraged capital
structure, leaving no cushion for integration challenges related to the
recently completed merger with Covalence Specialty Materials Holding
Corp., or disappointing operating results at the Covalence legacy
operations that would forestall the company's efforts to preserve
acceptable liquidity and to gradually improve the financial profile.

Following completion of the proposed debt-financed dividend, the
company's financial profile will be significantly weakened, and free cash
generation will be greatly reduced in 2008 owing to the company's heavy
cash interest burden.  The company's ability to generate the expected
synergies within the expected timeframe is critical to achieving improved
earnings and adequate cash generation to meet internal needs in the next
few years.  The
negative outlook indicates that we would lower ratings if market or
operating factors forestall improvement in credit metrics or if liquidity
levels decline within the next 12 months.

With more than US$3.2 billion in annual sales pro forma for the merger
with Covalence, Berry ranks among the largest packaging companies in North
America, with leading positions in both the rigid and flexible plastic
packaging segments.

Based in Evansville, Indiana, Berry Plastics Corporation --
http://www.berryplastics.com/-- manufactures and markets rigid
plastic packaging products.  Berry Plastics provides a wide
range of rigid open top and rigid closed top packaging as well
as comprehensive packaging solutions to over 12,000 customers,
ranging from large multinational corporations to small local
businesses.  The company has more than 6,800 employees and 25
manufacturing facilities in the United States, Mexico, Canada, Europe and
China.

Pro forma for the recent merger with Covalence Specialty Materials
Corporation, net sales for the twelve months ended March 31, 2007 amounted
to approximately US$3.0 billion.


BEST MANUFACTURING: Trustee Taps McLaughlin as Special Counsel
--------------------------------------------------------------
Stacey L. Meisel, Chapter 7 Trustee for Best Manufacturing Group LLC and
its debtor-affiliates' cases, seeks authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ Norris McLaughlin and
Marcus PA as her special counsel.

Norris McLaughlin will:

   a) represent the Trustee as Special Litigation Counsel, in
      connection with the potential causes of action held by the
      Debtors' against insiders and others;

   b) represent the Trustee in connection with matters involving
      BMG Investors LLC and baker Realty of New Jersey LLC; and

   c) perform tasks assigned by the Trustee, in connection with
      the Debtors' cases, which are not duplicative with the
      Trustee's general counsel.

Morris S. Bauer, Esq., a member at Norris McLaughlin and Marcus PA, tells
the Court of the firm's hourly rate:

      Professional                  Hourly Rate
      ------------                  -----------
      Morris Bauer                    US$415
      Member                      US$240 - US$515
      Associate                   US$175 - US$285
      Paralegal                   US$125 - US$150

Mr. Bauer assures the Court that the firm is "disinterested" as that term
is defined in Section 101(14) of the Bankruptcy Code.

Mr. Bauer can be reached at:

          Norris McLaughlin and Marcus PA
          P.O. Box 1018
          No. 721 Route 202 - 206
          Somerville, NJ 08876-1018
          Tel: (908) 722-0700

Headquartered in Jersey City, New Jersey, Best Manufacturing
Group LLC -- http://www.bestmfg.com/-- and its subsidiaries
manufacture and distribute textiles, career apparel and other
products for the hospitality, healthcare and textile rental
industries with satellite operations located across the United
States, Canada, Mexico and Asia.  The company and four of its
subsidiaries filed for chapter 11 protection on Aug. 9, 2006
(Bankr. D. N.J. Case No. 06-17415).  The case was converted to Chapter 7
on May 3, 2007.  Stacey L. Meisel was appointed as Chapter 7 Trustee on
May 4, 2007.  Michael D. Sirota, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Debtors.  Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, and Brian L. Baker, Esq., and Stephen B. Ravin,
Esq., at Ravin Greenberg PC, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of more than
US$100 million.


DRESSER INC: Unit Completes ESCOR Acquisition
---------------------------------------------
Dresser Roots, a division of Dresser, Inc., has acquired the assets of
ESCOR, a Milwaukee, Wis.-based engineering and design firm that provides
control systems for use in wastewater treatment systems.

Dresser Roots air and gas moving equipment is used in a wide variety of
applications worldwide, including wastewater treatment.  “With the
acquisition of ESCOR, Dresser Roots will significantly expand its controls
expertise and position itself as the single source supplier of both
blowers and aeration systems for wastewater treatment facilities around
the world,” said John S. Parrish, president of Houston-based Dresser
Roots.

Established in 2001, ESCOR, which is composed of Energy Strategies
Corporation and Jenkins Engineering, Inc., is well-respected within the
industry and is recognized for its advanced blower/system control scheme
that reduces the electrical power requirement of the aeration system in
treatment plants.  “Consulting engineers and wastewater treatment
operators find the energy-saving features of the ESCOR control system
increasingly important as energy costs rise,” noted Mr. Parrish.

Terms of the acquisition were not announced. ESCOR offices will remain in
Milwaukee.

                     About Dresser Roots

Dresser Roots, a division of Dresser, Inc., is a leading supplier of ROOTS
rotary positive blowers and centrifugal compressors systems. Dresser
Roots(R) air and gas moving equipment is used in a wide variety of
applications, including wastewater treatment, flue gas desulphurization,
petrochemical and chemical processes, and other general industrial
applications.

                      About Dresser, Inc.

Based in Addison, Texas, Dresser, Inc. --
http://www.dresser.com/-- designs, manufactures and markets
equipment and services sold primarily to customers in the flow
control, measurement systems, and compression and power systems
segments of the energy industry.  The company has a
comprehensive global presence, with over 8,500 employees and a
sales presence in over 100 countries worldwide including Brazil,
Mexico and Puerto Rico.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 16, 2007, Standard and Poor's Ratings Services affirmed
its 'B' corporate credit rating on Dresser Inc., based on the
expectation that the company's debt leverage will improve,
following its acquisition, to levels consistent with the ratings
over the medium term.  The outlook is negative.  At the same
time, the ratings on Dresser were removed from CreditWatch with
developing implications, where they were placed on
March 12, 2007.

Standard & Poor's also assigned its 'B' rating and '2' recovery
rating (indicating the expectation of substantial (80%-100%)
recovery of principal in the event of a payment default) to
Dresser's proposed US$1.3 billion first-lien bank facilities,
and its 'CCC+' rating and '5' recovery rating (indicating the
expectation of negligible (0%-25%) recovery of principal in the
event of a payment default) to Dresser's proposed US$750 million
second-lien bank facilities.


HIPOTECARIA CREDITO: Mulls Conversion of Firm to Bank
-----------------------------------------------------
Reports in Mexico say that Hipotecaria Credito y Casa is considering
converting itself into a bank or Sofom to decrease funding expenses.

According to Business News Americas, a Sofom is an unregulated entity that
can provide financial services like lending, factoring and financial
leasing.

BNamericas relates that Hipotecaria Credito is a Sofol or a special
purpose finance firm.  Sofoles are non-bank financial intermediaries that
can provide one type of funding including:

          -- mortgage lending,
          -- consumer credit, or
          -- auto financing.

Hipotecaria Credito is also analyzing a partnership with a strategic
shareholder, reports say.

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

                        *     *     *

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


MYLAN LABS: Posts US$71.3 Mil. Net Loss in Qtr. Ended March 31
--------------------------------------------------------------
Mylan Laboratories Inc. reported a net loss of US$71.3 million for the
fourth quarter ended March 31, 2007, as a result of purchase accounting
adjustments for the Matrix acquisition which included the write-off of
US$147 million of acquired in- process research and development, which is
recorded without tax effect.  This compares with net income of US$57.6
million reported for the fourth quarter of fiscal 2006.

Mylan's total revenues for the fourth quarter of fiscal 2007 were US$487.3
million, including US$79.4 million of third party sales contributed by
Matrix.  This compares with total revenues of US$315.8 million for the
fourth quarter of fiscal 2006.

For the fiscal year, total revenues were US$1.61 billion, a 28% increase
over total revenues of US$1.26 billion in the prior fiscal year.  Net
earnings for the current year were US$217.3 million, which includes a net
gain of US$50.1 million from the settlement of certain litigation.  Net
earnings for fiscal 2006 were US$184.5 million, which includes a loss of
US$12.4 million with respect to a contingent legal liability.

Robert J. Coury, Mylan's vice chairman and chief executive officer
commented: "Fiscal 2007 was truly a historic year for Mylan on many
fronts.  Even with the deferral of the revenue related to substantially
all of our fiscal 2007 amlodipine launch quantities into fiscal 2008, we
once again exceeded the top end of the third upward revision to our fiscal
2007 guidance.

At the same time we were generating these record breaking results we also
achieved the first major step in our global expansion with the successful
acquisition and integration of Matrix Laboratories.  Most importantly, all
of our success in fiscal 2007 positioned us to transform the global
generic pharmaceutical industry with the acquisition of Merck Generics
which will establish Mylan as a global generic and specialty
pharmaceutical industry leader well positioned to deliver even greater
long term growth which will substantially enhance shareholder value."

On May 12, 2007, Mylan and Merck KGaA announced the signing of a
definitive agreement under which Mylan will acquire Merck's generics
business for EUR4.9 billion euros in an all-cash transaction.  The
transaction remains subject to regulatory review in relevant jurisdictions
and certain other customary closing conditions, and is expected to close
in the second half of calendar 2007.

Net revenues for the fourth quarter increased US$167.9 million or 53% to
US$483.7 million from US$315.8 million in the same prior year period.
Products launched subsequent to April 1, 2006, contributed revenues of
US$42.8 million, primarily due to the launch of oxybutynin in the
company's third quarter.  Additionally, Mylan's fentanyl transdermal
system continues to be the only AB- rated generic alternative on the
market and accounted for over 14% of fourth quarter net revenues while
continuing to be a key growth driver for both net revenues and gross
profit.

The company completed its acquisition of a majority interest in Matrix
Laboratories Limited on Jan. 8, 2007, and began consolidating Matrix's
results of operations from that date.  In line with the company's
expectations, excluding certain non-cash charges related to the
transaction (e.g. write-off of in-process research and development,
amortization of intangible assets and inventory step-up) but including the
impact of financing related to the acquisition, the impact of Matrix on
the consolidated financial results was not significant.

Gross profit for the fourth quarter was US$234.8 million, an increase of
US$74.1 million or 46% from the same prior year period, while gross
margins decreased from 49.5% to 48.2%.  This decrease was primarily due to
purchase accounting adjustments recorded in the fourth quarter of
approximately US$16.6 million, which consisted of incremental amortization
related to the intangible assets and the inventory step-up associated with
the Matrix acquisition. Excluding such items, gross margins were 51.5%.
The increase over the prior year was due to the contribution from fentanyl
and oxybutynin.

The company reported a loss from operations of US$7.8 million for the
three months ended March 31, 2007, a decrease of US$99.6 million from the
same prior year period.  Excluding purchase accounting adjustments of
approximately US$16.6 million and the US$147 million one-time charge to
write-off acquired in-process research and development, earnings from
operations would have been US$155.8 million, an increase of US$64 million
from the prior year. This is the result of the increase in gross profit,
partially offset by higher operating expenses.

Other income for the fourth quarter of fiscal 2007 was
US$10.4 million compared to US$4.1 million in the same prior year period.
Interest expense was US$21 million, an increase of 79% from the prior year
as a result of additional financing incurred with respect to the Matrix
acquisition in January 2007 and the issuance of US$600 million in
convertible notes.

At March 31, 2007, the company's balance sheet showed
US$4.25 billion in total assets, US$2.56 billion in total liabilities,
US$43.2 million in minority interest, and US$1.65 billion in total
stockholders' equity.

                  About Mylan Laboratories

Mylan Laboratories Inc. (NYSE: MYL) -- http://www.mylan.com/-- is a
global pharmaceutical company with market leading positions in generic
pharmaceuticals, transdermal technology and unit dose packaged products.
Mylan operates through three principal subsidiaries: Mylan
Pharmaceuticals, a world leader in generic pharmaceuticals; Mylan
Technologies, the largest producer of generic and branded transdermal
patches for the U.S. market; and UDL Laboratories, the top U.S.-supplier
of unit dose pharmaceuticals.

Mylan also owns a controlling interest in Matrix Laboratories, one of the
world's premier suppliers of active pharmaceutical ingredients.  Mylan
also has a European platform through Docpharma, a Matrix subsidiary, which
is a marketer of branded generics in Europe.  The company also has a
production facility in Puerto Rico.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 16, 2007, Standard & Poor's Ratings Services said it lowered its
corporate credit and senior unsecured debt ratings on Mylan Laboratories
to 'BB+' from 'BBB-' and placed all the ratings on CreditWatch with
negative implications.

The actions come on the heels of the company's announcement that
it is acquiring Merck KGaA's generic business for EUR4.9 billion
(US$6.7 billion) in an all-cash transaction.


NAVISTAR INT’L: May File Form 10-K & Fin’l Restatements by Oct.
---------------------------------------------------------------
Navistar International Corporation has expected to file its fiscal 2005
Form 10-K, which will include restated financial reporting for fiscal
years 2003, 2004 and the first three quarters of 2005, within the next
four months.  Once the 2005 filing is complete, Navistar expects to
complete and file Form 10-Ks for 2006 and for the fiscal year ending Oct.
31, 2007, by early next calendar year.  The company’s wholly owned finance
subsidiary, Navistar Financial Corporation, also expects to file its
annual reports for 2005, 2006 and 2007 within those same time periods.

As previously reported, Navistar continues to make the accuracy of the
financial statements its number one priority.  To date, the prior years’
restatement work is nearly complete and is in review with Navistar’s
independent auditing firm, KPMG LLP.  During this phase, management,
working with KPMG, has reviewed numerous accounting issues, prepared and
issued position papers and recorded corrections to Navistar’s financial
systems.  The company has begun reviewing the output of this work and the
accuracy of the restated financial statements.  The 2005 Form 10-K will
include a reaudit of the restated financial statements for fiscal years
2003 through 2005.

Bill Caton, Navistar executive vice president and chief financial officer,
said in addition to expanding and strengthening its internal accounting
and audit team, over the last 12 months the company has utilized more than
two hundred outside consultants, including accountants from other public
accounting firms, to help with the restatement process.  He said the
company has been spending a significant amount every month on costs
associated with the restatement and reaudit.  However, with the progress
made on completing the restatement work, these costs have already begun to
decrease over the last few months and will continue to steadily decline
over the next 12 months.

Mr. Caton said in addition to the progress made with the restatement work
and report preparation, the company has also made significant progress
implementing its remediation plan.

“We have restructured the Corporate Controller’s department, realigned our
finance, accounting and internal audit resources throughout the company
and continue to invest in control environment improvements,” Mr. Caton
said.  “While the accuracy of our restatement is our number one priority,
our on-going objective is to strengthen our accounting and control
environment to allow for timely and accurate financial filings going
forward.”

In addition to the matters previously disclosed in an April 2006, filing
with the Securities and Exchange Commission, the company’s restatement
review process has included the accounting and reporting for derivatives,
restructuring related costs, post retirement benefits, the sale of
receivables, acquisitions, income tax reserves and foreign currency
matters related to its affiliates that operate outside of the United
States.  Since the company’s review process is not yet complete, any
assessment of the nature or scope is preliminary and subject to change.
Navistar intends to disclose the financial impact of the restatement on
prior years when the information is definitive and audited.

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans,
and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV market.  The company
also provides truck and diesel engine parts and service sold
under the International brand.  A wholly owned subsidiary offers
financing services.  Its Latin America operations include
Argentina, Brazil and Mexico.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2006,
Fitch assigned a 'BB-' rating to Navistar International Corp.'s
proposed US$1.3 billion senior unsecured credit facility.

Fitch also withdrew the 'BB-' rating on the company's senior
unsecured notes, the 'B' rating on company's senior subordinated
debt, and the senior unsecured debt rating at Navistar Financial
Corp., all of which have been substantially retired.  Fitch
expected to withdraw the 'BB-' rating on company's existing
credit facility upon the closing of the new US$1.3 billion
facility.


URS CORP: Washington Group Deal Cues S&P’s Negative Watch
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including its 'BB+'
corporate credit rating, on URS Corp. on CreditWatch with negative
implications.  As of March 30, 2007, the San Francisco–based engineering
firm had total debt of roughly US$168 million.

"The CreditWatch placement follows URS' announcement yesterday that it has
signed a definitive agreement to acquire fellow engineering & construction
concern Washington Group International Inc.," said Standard & Poor's
credit analyst James Siahaan.  The purchase price of roughly US$2.6
billion will be financed through a mix of approximately 55% cash and 45%
stock.  Following the close of the acquisition in the second half of 2007,
the company indicates that it expects to have roughly US$1.5 billion of
debt on its balance sheet.

The acquisition grants URS some improved business capabilities, such as
additional scale, diversity, and nuclear power expertise.  However, the
increased leverage will weaken the company's financial risk profile.  At
the current rating, S&P expect URS to maintain average total debt to
EBITDA and funds from operations to total debt ratios of 2.5x–3.0x and
25%, respectively.

The resolution of the CreditWatch will follow a discussion with URS
management in which Standard & Poor's will address the financing of the
transaction, the company's post-acquisition strategic and financial
policies, and other details.

URS Corporation – http://www.urscorp.com/-- (NYSE:URS) offers a
comprehensive range of professional planning and design, systems
engineering and technical assistance, program and construction management,
and operations and maintenance services for transportation, facilities,
environmental, water/wastewater, industrial infrastructure and process,
homeland security, installations and logistics, and defense systems.
Headquartered in San Francisco, the company operates in more than 20
countries with approximately 29,500 employees providing engineering and
technical services to federal, state and local governmental agencies as
well as private clients in the chemical, pharmaceutical, oil and gas,
power, manufacturing, mining and forest products industries.  The company
also has offices in Argentina, Australia, Belgium, China, France, Germany,
and Mexico, among others.




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


GERDAU SA: Will Invest US$150 Million in Peru
---------------------------------------------
Gerdau SA will invest about US$150 million in Peru to boost its capacity
to 750,000 tons per year by 2010, Business News Americas reports, citing
Deutsche Bank.

Deutsche Bank said that Gerdau will also invest some US$160 million in
Chile to boost its capacity to 550,000 tons yearly in three years,
BNamericas notes.

BNamericas relates that Gerdau Aza, Gerdau’s Chilean unit, is implementing
plans to raise production to 550,000 tons per year from 400,000 tons
yearly.

Gerdau’s production accounts for 40% of Chile's steel consumption.  The
firm exports about 8% of its output.  Meanwhile, Gerdau operates in Peru
through the Siderperu unit in the Ancash department.  The subsidiary has
an installed capacity of 400,000 tons yearly, BNamericas states.

Headquartered in Porto Alegre, Brazil, Gerdau SA --
http://www.gerdau.com.br/-- produces and distributes crude
steel and related long rolled products, drawn products, and long
specialty products.  In addition to Brazil, Gerdau operates in
Argentina, Canada, Chile, Colombia, Uruguay and the United
States.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Tampa, Fla.-based Gerdau
Ameristeel Corp. on CreditWatch with positive implications.


GOODYEAR TIRE: Bags Six-Year Supply Deal with Boeing Commercial
---------------------------------------------------------------
The Goodyear Tire & Rubber Company has received an award of a six-year
contract from Boeing Commercial Airplanes to supply new original-equipment
aviation tires for the Boeing Next-Generation 737 family of aircraft.

Goodyear will supply Flight Leader and Flight Radial tires for the Boeing
737 nose gear and Flight Leader tires for the main gear.  The tires
deliver low operating cost-per-landing through reduced tire weight and a
unique body cord shape that minimizes stress as the tire cycles from
tension to compression.

Pierre Jambon, general manager for Goodyear global aviation tires, said,
"This contract is significant, due to the importance of Boeing 737
aircraft in the world's airline fleets.

"Because of Goodyear's global footprint, this supply arrangement also
allows us to expand our position with replacement tires and tire
services," Mr. Jambon said.

Few tire manufacturers can satisfy the performance demands posed by Boeing
and its customers.  "Our tires must withstand the stress of repeated
takeoffs and landings and the substantial speeds and loads of large
aircraft.  Thus, aircraft tires are a showcase for Goodyear's substantial
technological capabilities," he added.

Major airlines - such as Ryanair, Southwest, AirTran, SkyEurope,
AirEuropa, Aeromexico, ANA, AMC, China United Airlines, Continental and
Lion Air - will operate their Boeing 737 family aircraft on Goodyear
aviation tires, Mr. Jambon said.

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.

Goodyear maintains Asia-Pacific facilities in Australia, China
and Korea. Its European bases are located in Austria, Belgium,
France, Germany, Italy, Russia, Spain, and the United Kingdom.
Goodyear's Latin American operations are located in Argentina,
Brazil, Chile, Colombia, Jamaica, Mexico, and Peru.

As reported in the Troubled Company Reporter-Latin America on May 31,
2007, Fitch Ratings upgraded the Issuer Default Rating for The Goodyear
Tire & Rubber Company to 'B+' from 'B'.  In addition, these debt ratings
have been upgraded:

  The Goodyear Tire & Rubber Company

     -- Issuer Default Rating 'B+' from 'B';

     -- US$1.5 billion first lien credit facility to 'BB+/RR1'
        from 'BB/RR1';

     -- US$1.2 billion second lien term loan to 'BB+/RR1' from
        'BB/RR1';

     -- US$300 million third lien term loan to 'BB-/RR3' from
        'B/RR4';

     -- US$650 million third lien senior secured notes to 'BB-
        /RR3' from 'B/RR4';

     -- Senior unsecured debt to 'B-/RR6' from 'CCC+/RR6'.

  Goodyear Dunlop Tires Europe B.V.

     -- EUR505 million European secured credit facilities to
        'BB+/RR1' from 'BB/RR1'.

The Rating Outlook is Positive.  GT had approximately US$5.8 billion of
debt outstanding at March 31, 2007.

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

Standard & Poor's Ratings Services placed its 'B+' long-term and
'B-2' short-term corporate credit ratings and certain other
ratings on Goodyear Tire & Rubber Co. on CreditWatch with
positive implications, reflecting the company's announcement
that it intends to issue common equity and use a substantial
amount of proceeds for debt reduction.




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


ADVANCED MEDICAL: Product Recall May Hold Expansion
---------------------------------------------------
Results from an inquiry by the U.S. Centers for Disease Control and
Prevention may deter plans of Advanced Medical Optics Inc.'s CEO James
Mazzo for expansion, according to Julie Creswell of the New York Times.  A
day after expressing interest to buy rival Bausch and Lomb Inc., AMO
received information from CDC that its Complete(R) MoisturePlus(TM)
contact lens solutions caused eye infections.  AMO immediately and
voluntarily recalled its contact lens solutions.

CDC data was made available to AMO showing that it had completed
interviews with 46 patients who had developed Acanthamoeba keratitis, from
Acanthamoeba, a naturally occurring water-borne organism which can
contribute to serious corneal infections, since January 2005.  A total of
39 of these patients were soft contact lens wearers, 21 of whom reported
using Complete(R) MoisturePlus(TM) products.  The CDC estimates a risk of
at least seven times greater for those who used Complete(R)
MoisturePLUS(TM) solution versus those who did not.

While AMO continues to work with the CDC and the U.S. Food and Drug
Administration to further assess the data, it is acting with an abundance
of caution to voluntarily recall Complete(R) MoisturePlus(TM) from the
market.  There is no evidence to suggest that the voluntary recall is
related to a product contamination issue and this does not impact any of
AMO's other contact lens care products, including our family of hydrogen
peroxide disinfecting solutions.  As patient safety is paramount to AMO,
the company is taking decisive action to stop shipments, recall product
from the marketplace, and encourage consumers to discontinue the use of
AMO Complete(R) MoisturePlus(TM) until further information is available.
Given the potential seriousness of the reported Acanthamoeba infections,
AMO is working in close partnership with the CDC, the FDA and others to
make sure consumers are aware of the need for proper contact lens
disinfection and proper lens handling.

As reported in the Troubled Company Reporter on Nov. 23, 2006, AMO
anticipated a financial impact associated with its voluntarily recall of
certain eye care product lots and the related manufacturing capacity
constraints caused by a production-line issue at its manufacturing plant
in China.

AMO expected the recall to reduce revenue for the
remainder of 2006 and 2007 by a total of US$40 million to
US$45 million.  This is due to expected product returns, supply
shortages and temporary lost market share, primarily in Japan and Asia
Pacific where the vast majority of products produced at the China facility
are shipped.

Consumers who believe they are in possession of the recalled product
should discontinue use immediately and call 1-888-899-9183.  The company
is currently contacting retailers, customers and distributors regarding
return and replacement instructions.  Reply cards and mailing slips are
being provided for return of product.  Retailers may also call
1-888-899-9183 for more information.

                   About Advanced Medical

Headquartered in Santa Ana, California, Advanced Medical Optics
-- http://www.amo-inc.com/-- develops, manufactures and markets
ophthalmic surgical and contact lens care products.  Sales for the twelve
months ended June 24, 2005 were approximately US$921 million.  The company
has operations in Germany, Japan, Ireland, Puerto Rico and Brazil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 22, 2007, Standard & Poor's Ratings Services assigned its
'B' rating on Advanced Medical Optics Inc.'s US$200 million
senior subordinated notes due 2017.

Standard & Poor's also assigned its 'BB' bank loan rating (one
notch above the corporate credit rating on Advanced Medical) to
the company's proposed US$700 million senior secured credit
facility, consisting of a US$400 million term loan B due 2014
and a US$300 million revolving credit facility due 2013.  The
facility is rated 'BB', with a recovery rating of '1',
indicating the expectation for full (100%) recovery of principal
in the event of a payment default.

As reported in the Troubled Company Reporter-Latin America on
March 22, 2007, Moody's Investors Service affirmed Advanced
Medical Optics, Inc.'s B1 Corporate Family Rating and all of its
existing debt ratings.  These ratings were confirmed:

   -- Ba1 rating on the US$300 million Senior Secured Revolver
      due 2009 (LGD 1/7%);

   -- B2 rating on the US$246 million Convertible Senior
      Subordinated Notes due 2024 (changed to LGD 5/71%
      from LGD 4/66%);

   -- B1 Probability of Default rating; and

   -- B1 Corporate Family Rating.

Moody's also assigned these new ratings:

   -- Ba1 rating to a US$300 million six-year senior secured
      revolver,

   -- Ba1 rating to a US$400 million seven-year senior secured
      term loan B, and

   -- B2 rating to US$200 million senior subordinated notes
      due 2017.

Moody's said the rating outlook is stable.


DIRECTV GROUP: Wedbush Morgan Puts Hold Rating on Firm’s Shares
---------------------------------------------------------------
Wedbush Morgan analysts have assigned a "hold" rating on The DirecTV Group
Inc.’s shares, Newratings.com reports.

According to Newratings.com, the one-year target price for DirecTV Group’s
shares was set at US$25.

The analysts said in a research note that due to the absence of
competition issues, DirecTV Group’s operating performance is likely to
stay healthy in the next quarters.

The analysts told Newratings.com that DirecTV Group's performance is
likely to be hurt by competition in the RBOC video and cable bundle in the
long term.

Wedbush Morgan is positive that DirecTV GRoup would try to boost the
profile of its operations in Latin America, in the wake of competitive
issues in the US, Newratings.com states.

Headquartered in El Segundo, California, The DIRECTV Group
(NYSE:DTV) -- http://www.directv.com/--, Inc. provides digital
television entertainment in the United States and Latin America.
It has two segments, DIRECTV U.S. and DIRECTV Latin America.
The DIRECTV U.S. segment provides direct-to-home digital
television services in the multichannel video programming
distribution industry in the United States.  The DIRECTV Latin
America segment provides digital direct-to-home digital
television services to approximately 1.6 million subscribers in
27 countries, including Brazil, Argentina, Venezuela, and Puerto
Rico.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 5, 2007, Standard & Poor's Ratings Services affirmed the
'BB' corporate credit and 'BB-' senior unsecured debt rating on
The DIRECTV Group Inc.  S&P said the outlook is stable.


FOOT LOCKER: Removes Proposal to Acquire Genesco’s Common Stock
---------------------------------------------------------------
Foot Locker Inc. had proposed to Genesco Inc. to acquire all of the
outstanding common stock of Genesco for US$51 per share.

In light of Genesco's public release, Foot Locker announced that it was no
longer pursuing its proposal.

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.


GAMESTOP CORP: Earns US$24.7 Million in First Qtr. Ended May 5
--------------------------------------------------------------
GameStop Corp. disclosed financial results for the first quarter ended May
5, 2007.  GameStop's net earnings were US$24.7 million for the first
quarter of 2007, including debt retirement costs of US$6.7 million, or
US$4.2 million, net of tax benefits, a 111% increase over net earnings of
US$11.7 million for the first quarter of 2006.

Total company sales increased 23% to US$1.3 billion in comparison to US$1
billion in the prior year quarter.  Comparable store sales increased 15.3%
during the first quarter, also beating previously released guidance of 12%
to 14%.  Hardware sales grew 75.1% in the first quarter, driven by
overwhelming demand for Nintendo's Wii and DS Lite systems, and strong
sales of Microsoft's Xbox 360 and Sony's PS3.

As of May 5, 2007, the company’s balance sheet showed total assets of
US$3.2 billion, total liabilities of US$1.7 billion, and total
stockholders’ equity of US$1.5 billion.

The company held US$307.3 million in cash and cash equivalents at May 5,
2007, as compared with US$224.9 million at
April 29, 2006.

R. Richard Fontaine, GameStop's chairman and chief executive
officer, stated, "Our first quarter results were driven by the strong
growth of next generation hardware despite both Nintendo products, the Wii
and DS Lite, being in short supply throughout the quarter.  Our business
is benefiting from unmatched platform expansion.  For much of the quarter,
seven different platforms were represented among our top 25 best sellers.
Not only was this unprecedented, but there is every indication that the
Wii and DS Lite titles are attracting a new audience of gamers, while the
allure of genre breakthrough titles like Guitar Hero II are expanding the
audience for video game product.

"The quarter also reflected strong operational control and efficiencies.
Our operating margins increased by 100 basis points even in the face of
lower gross margins due to the very strong sale of lower margin hardware.
SG&A expenses decreased by 260 basis points due to the excellent expense
leveraging of our increasing sales, continued distribution efficiencies as
a result of our synergies from the EB Games merger, and an improved system
of in-store scheduling.

"I am also happy to announce that during the first quarter GameStop was
added to the Fortune 500 list of largest U.S. corporations," concluded
Fontaine.

The top selling video games during the quarter were Nintendo's
POKEMON DIAMOND and PEARL, Sony's GOD OF WAR II, Activision's  GUITAR HERO
II, Microsoft's CRACKDOWN, and Ubisoft's GHOST RECON: ADVANCED WARFIGHTER
2.

The company had a Class B share conversion and two-for-one stock split
subsequent to Feb. 3, 2007.

                      Updated Guidance

For the second quarter of fiscal 2007, the company expects comparable
store sales to range from +16% to +18%.

                     About GameStop Corp.

Headquartered in Grapevine, Texas, GameStop Corp. (NYSE:GME)
-- http://www.gamestop.com/-- sells video games.  The company
operates 4,778 retail stores throughout the United States,
Austria, Australia, Canada, Denmark, Finland, Germany, Italy,
Ireland, New Zealand, Norway, Puerto Rico, Spain, Sweden,
Switzerland and the United Kingdom.  The company also owns
commerce-enabled Web properties, GameStop.com and ebgames.com,
and Game Informer(R) magazine, a leading video and computer game
publication.  GameStop sells the most popular new software,
hardware and game accessories for the PC and next generation
video game systems from Sony, Nintendo, and Microsoft.  In
addition, the company sells computer and video game magazines
and strategy guides, action figures, and other related
merchandise.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 23, 2007, Standard & Poor's Ratings Services raised its corporate
credit and senior unsecured debt ratings on Grapevine, Texas-based
GameStop Corp., a retailer of video game products and PC entertainment
software, to 'BB-' from 'B+'.

At the same time, the ratings on the US$475 million fixed-rate
and the US$475 million floating-rate notes were also changed to
'BB-'.


GENERAL MOTORS: Ups Convertible Securities Offering to US$1.3B
--------------------------------------------------------------
General Motors has priced its convertible securities offering.   The size
of the offering was increased to US$1.3 billion from
US$1.1 billion due to a favorable response from the market.   In
connection with the offering, GM also has granted the underwriters an
over-allotment option to purchase up to US$195 million aggregate principal
amount of additional notes.

Interest on the notes will be paid semiannually on June 1 and
Dec. 1 of each year at a rate of 1.50%  per year.  Upon the occurrence of
certain events, the notes will be convertible by holders based on an
initial conversion rate of approximately
0.68 shares of common stock per US$25 principal amount of notes, which is
equivalent to an initial conversion price of approximately US$36.57 per
share.  This initial conversion price represents a premium of
approximately 20% relative to the last reported sale price on May 24,
2007, of GM’s common stock of US$30.47.

In connection with this offering, GM entered into capped call transactions
with affiliates of the underwriters of the offering.   The capped call
transactions are expected to reduce the potential dilution upon conversion
of the notes and effectively increase the conversion premium to 50% higher
than last reported sale price of GM’s common stock.  This is equivalent to
an effective conversion price of US$45.71 per share.

The net proceeds to GM from this offering will be approximately US$1.2
billion including the cost of the capped call transaction but excluding
any proceeds attributable to the underwriters' possible exercise of their
over-allotment option.

The notes mature on June 1, 2009, and the offering is expected to close on
May 31, 2007, subject to customary closing conditions.  The joint-book
running managers for the offering are Citi, Deutsche Bank Securities and
Goldman, Sachs & Co.

GM has filed a registration statement, including a prospectus, with the
SEC for the offering.

The prospectus are available by calling Citi at 1-800-831-9146, Deutsche
Bank Securities at 1-800-503-4611or Goldman, Sachs & Co. at
1-866-471-2526.

Headquartered in Detroit, GM General Motors Corp. (NYSE: GM) –-
http://www.gm.com/-- was  founded in 1908, GM employs about 280,000
people around the world.  With global manufactures its cars and trucks in
33 countries.  In 2006, nearly 9.1 million GM cars and trucks were sold
globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM
Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall.  GM’s
OnStar subsidiary is the industry leader in vehicle safety, security and
information services.

                        *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Standard & Poor's Ratings Services placed General Motors Corp.’s
corporate credit rating at B/Negative/B-3.

At the same time, Moody's Investors Service affirmed GM's B3 Corporate
Family Rating and B3 Probability of Default Rating, and maintained its
SGL-3 Speculative Grade Liquidity Rating.  S&P said the rating outlook
remains negative.


GENERAL MOTORS: Discloses Appointment of New Management
-------------------------------------------------------
General Motors' chairman and CEO Rick Wagoner disclosed a series of
management appointments affecting GM's global product development
organization and regional leadership.

The new leaders consisted:

   * Denny Mooney, currently chairman and managing director
     of GM Holden Ltd. in Port Melbourne, Australia, has been
     named vice president, global vehicle systems and
     integration, effective Aug. 1.  Mooney will oversee the
     implementation of best practices for GM's global
     engineering organization and work with regional engineering
     leaders to better leverage the benefits of GM's global
     vehicle development system.  He will report to Jim Queen,
     GM group vice president, global engineering.

   * Chris Gubbey will become chairman and managing director of
     GM Holden Ltd, effective July 1.  Mr. Gubbey, is
     currently executive vice president, Shanghai GM.  In his
     new role, he will report to Nick Reilly, GM group vice
     president and president, GM Asia Pacific.

   * Bob Socia, currently president and managing director,
     GM South Africa, will become executive vice president,
     Shanghai GM, effective July 1.  He will report to Kevin
     Wale, president and managing director, GM China Group.

   * Steve Koch, currently GM Latin America, Africa and Middle
     East vice president and regional director, Africa and
     Middle East Operations, will become GM LAAM vice president,
     African Operations and president and managing director, GM
     South Africa.  Mr. Koch, will report to Maureen Kempston
     Darkes, GM group vice president and president, GM Latin
     America, Africa and Middle East.  The appointment is
     effective July 1.

   * Terry Johnsson, currently regional sales and marketing
     director, Middle East Operations, will become GM LAAM vice
     president, Middle East Operations, effective June 1.
     Johnsson will also report to Maureen Kempston Darkes.

"GM's global product development organization and strong regional
management have contributed to record sales in three of four regions and
to improved performance in North America," said Mr. Wagoner.  "In their
new positions, these leaders will play key roles in continuing the
momentum and helping to meet the specific demands of customers in each
region."

Headquartered in Detroit, General Motors Corp. (NYSE: GM) --
http://www.gm.com/-- founded in 1908, GM employs about 280,000 people
around the world.  With global, GM manufactures its cars and trucks in 33
countries. In 2006, nearly 9.1 million GM cars and trucks were sold
globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM
Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall. GM's
OnStar subsidiary is the industry leader in vehicle safety, security and
information services.

                        *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Standard & Poor's Ratings Services placed General Motors Corp.’s
corporate credit rating at B/Negative/B-3.

At the same time, Moody's Investors Service affirmed GM's B3 Corporate
Family Rating and B3 Probability of Default Rating, and maintained its
SGL-3 Speculative Grade Liquidity Rating.  The rating outlook remains
negative.


GENESCO INC: May Sell Business to Maximize Shareholder Value
------------------------------------------------------------
Genesco Inc.'s Board of Directors has authorized the company and its
advisors to explore strategic alternatives which maximize shareholder
value, including a possible sale of the company.

The company also noted that last Thursday it received a conditional
proposal from Foot Locker, Inc. to acquire all the company's outstanding
common stock for US$51.00 per share in cash, subject to due diligence.  In
consultation with its financial advisor, Goldman Sachs & Co., the
considered the proposal and, following a thorough review, unanimously
rejected the proposal having concluded that it was not in the best
interests of the company's shareholders.

The Board of Genesco invited Foot Locker to participate in the company's
process on the same terms as other interested parties to date, but Foot
Locker has declined to do so.

Going forward, the Boardwill work together with the company's management
team and its legal and financial advisors to evaluate the company's
available alternatives and determine the course of action it believes is
in the best interests of all its shareholders.

In making the announcement, the company stated that there can be no
assurance that the exploration of strategic alternatives will result in
any transaction.  The company undertakes no obligation to make any further
announcements regarding the exploration of strategic alternatives unless
and until a final decision is made.

Goldman, Sachs & Co. is acting as financial advisor to Genesco and Bass,
Berry & Sims PLC is acting as legal advisor.

                        About Genesco

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE: GCO)
-- http://www.genesco.com/-- is a specialty retailer of
footwear, headwear and accessories in more than 1,900 retail
stores in the U.S. and Canada, principally under the names
Journeys, Journeys Kidz, Shi by Journeys, Johnston & Murphy,
Underground Station, Hatworld, Lids, Hat Zone, Cap Factory, Head
Quarters and Cap Connection, and on Internet websites
http://www.journeys.com,http://www.journeyskidz.com/,
http://www.undergroundstation.com/,
http://www.johnstonmurphy.com/,http://www.lids.com/,
http://www.hatworld.com/and http://www.lidscyo.com/. The
company also sells footwear at wholesale under its Johnston &
Murphy brand and under the licensed Dockers.  As of June 9,
2006, it operated a total of 1,773 stores: 1,755 stores
throughout the United States and Puerto Rico, and 18 stores in
Canada.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 24, 2007, Moody's Investors Service placed the ratings of
Genesco Inc. on review for possible downgrade following the
announcement by Foot Locker that it had made an unsolicited
proposal to purchase all of the outstanding shares of Genesco
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 Ba3;
    * Probability of default rating of Ba3;
    * Convertible senior subordinated debentures of B1.

As reported in the Troubled Company Reporter-Latin America on
April 24, 2007, Standard & Poor's Ratings Services placed its
ratings, including the 'BB-' corporate credit rating, on
specialty footwear and headwear retailer Genesco Inc. on
CreditWatch with developing implications.  This rating action
follows the announcement that Foot Locker Inc.
(BB+/Watch Neg/--) has launched a bid to acquire Nashville,
Tennesse-based Genesco for US$1.2 billion.


GENESCO INC: Reports US$2.2 Mil. Net Income in 2007 First Qtr.
--------------------------------------------------------------
Genesco Inc. reported earnings before discontinued operations of US$2.2
million for the first quarter ended May 5, 2007, including primarily
non-cash, pretax fixed asset impairment charges of US$6.6 million,
primarily related to the company's previously announced plan to close up
to 57 underperforming stores in urban markets.  For the quarter ended
April 29, 2006, earnings before discontinued operations were US$10.7
million.  Net sales for the first quarter of fiscal 2008 increased 6% to
US$335 million, compared to US$315 million for the first quarter of fiscal
2007.

Genesco Chairman and Chief Executive Officer Hal N. Pennington said,
"During the first quarter the Journeys Group posted solid sales growth and
the positive momentum in the Johnston & Murphy and Dockers Footwear
businesses continued.  Hat World's business improved consistently
throughout the quarter, with the successful transition to the new Major
League Baseball on-field hat.  However, the challenges in the urban market
were once again a negative factor in our overall results for the quarter.

"As we previously announced, we plan to close or convert up to 57
underperforming urban stores, primarily in the Underground Station Group,
that have been most negatively impacted by the downturn in that market.
We remain confident that Underground Station is a viable concept and
believe that closing these stores will provide us with a stronger platform
on which to rebuild and improve that business.

"Net sales in the Journeys Group increased 10% to approximately US$156
million and same store sales rose 3% in the first quarter, with a 7%
increase in comparable footwear unit sales, which strengthens our
confidence in our merchandising position for the summer and back to school
season.  Journeys' store growth plans remain on track, as we continue to
target 50 to 60 new stores for fiscal 2008."

"Net sales at Journeys Kidz increased 35% to US$11 million, same store
sales rose 6% and comparable footwear unit sales were up 11% during the
quarter.  We continue to work toward a target of 40 new Kidz stores this
fiscal year.  We opened 11 new Shi by Journeys stores during the first
quarter and ended the period with 23 Shi by Journeys stores in operation.
Our target is to have 50 Shi stores open by the end of the fiscal year."

"Net sales in the Hat World Group increased 12% to approximately US$79
million and same store sales declined 4%, compared to a decline of less
than 1% in the first quarter last year.  As expected, Hat World continued
to be affected by the difficult urban market.  Additionally, the quarter
saw the planned transition to the new Major League Baseball on-field hat.
This transition hurt sales early in the quarter, but the introduction of
the new hat at the beginning of April sparked a positive sales trend that
has continued into the second quarter.  Based on both our positioning in
the market and moderating comparisons, we expect an improving sales trend
at Hat World through the balance of the year.  We expect to open 100 to
105 new stores in the Hat World Group in Fiscal 2008."

"Net sales for the Underground Station Group, which includes the remaining
Jarman stores, were US$30 million and same store sales declined 22%.  The
weak urban market, ongoing softness in the athletic category and a tough
Nike comparison negatively affected sales comparisons during the quarter.
We expect improvements at Underground Station in the latter part of the
year, as we continue to re-merchandise the stores towards more women's and
casual products, as the absence of Nike products becomes a less
significant factor in the year-over-year comparisons, and as overall
comparisons moderate as we mark the anniversary of the onset of the urban
market downturn."

"Johnston & Murphy Group's net sales increased 5% to approximately US$46
million in the first quarter.  Wholesale sales rose 3%, same store sales
for the shops were up 3% and operating margin increased 330 basis points
to 9.7%. Johnston & Murphy's footwear line continues to gain customer
acceptance.  At the same time, we continue to see strength in all our
non-footwear categories. Johnston & Murphy's momentum remains strong."

"First quarter sales of Licensed Brands increased 25% to approximately
US$24 million, after a 37% gain for the same period last year.  According
to The NPD Group's Retail Tracking Service, Dockers Footwear was the #1
ranked brand for men's dress casual footwear in national chains and shoe
chains for the 12 months ended March 2007."

The company also updated its guidance for the fiscal year ending
Feb. 2, 2008.  It now expects to report net sales of US$1.59 billion and
earnings per diluted share of US$2.37 to US$2.40 for fiscal 2008,
including charges of US$0.35 related to the store closing program.  The
company's fiscal 2008 guidance does not include the impact of any costs
associated with the company's review of strategic alternatives.

                        About Genesco

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE: GCO)
-- http://www.genesco.com/-- is a specialty retailer of
footwear, headwear and accessories in more than 1,900 retail
stores in the U.S. and Canada, principally under the names
Journeys, Journeys Kidz, Shi by Journeys, Johnston & Murphy,
Underground Station, Hatworld, Lids, Hat Zone, Cap Factory, Head
Quarters and Cap Connection, and on Internet websites
http://www.journeys.com,http://www.journeyskidz.com/,
http://www.undergroundstation.com/,
http://www.johnstonmurphy.com/,http://www.lids.com/,
http://www.hatworld.com/and http://www.lidscyo.com/. The
company also sells footwear at wholesale under its Johnston &
Murphy brand and under the licensed Dockers.  As of June 9,
2006, it operated a total of 1,773 stores: 1,755 stores
throughout the United States and Puerto Rico, and 18 stores in
Canada.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 24, 2007, Moody's Investors Service placed the ratings of
Genesco Inc. on review for possible downgrade following the
announcement by Foot Locker that it had made an unsolicited
proposal to purchase all of the outstanding shares of Genesco
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 Ba3;
    * Probability of default rating of Ba3;
    * Convertible senior subordinated debentures of B1.

As reported in the Troubled Company Reporter-Latin America on
April 24, 2007, Standard & Poor's Ratings Services placed its
ratings, including the 'BB-' corporate credit rating, on
specialty footwear and headwear retailer Genesco Inc. on
CreditWatch with developing implications.  This rating action
follows the announcement that Foot Locker Inc.
(BB+/Watch Neg/--) has launched a bid to acquire Nashville,
Tennesse-based Genesco for US$1.2 billion.


SEARS HOLDINGS: Earns US216 Million in Quarter Ended May 5
----------------------------------------------------------
Sears Holdings Corporation reported net income of US$216 million for the
first quarter ended May 5, 2007, compared with net income of US$180
million for the first quarter ended
April 29, 2006.  Excluding these items, earnings per diluted share were
US$1.10 for the first quarter of fiscal 2007, as compared to US$1.11 per
diluted share for the first quarter of fiscal 2006.  For the quarter,
improved operating results at Sears Canada and lower expenses at Sears
Domestic were offset by reduced operating results at Kmart, where a
decline in sales resulted in reduced gross margin dollars.

"In part, our domestic operating results reflect the impact of some of the
same challenges being faced by our customers, such as rising energy costs
and a slower housing market," said Aylwin Lewis, Sears Holdings' chief
executive officer and president.  "However, as an organization, we need to
overcome these factors by better controlling costs and developing
innovative solutions that better meet our customers' needs and allow us to
generate a more reasonable level of profitability even in the face of such
challenges."

                   First Quarter Revenues

Domestic comparable store sales declined 3.9% during the first quarter of
fiscal 2007.  Sears Domestic comparable store sales declined 3.4% for the
quarter, while Kmart comparable store sales declined 4.4%.  The company
believes these declines reflect both increased competition and the impact
of external factors such as rising energy costs, a slower housing market
and poor weather conditions during the latter part of the first quarter of
fiscal 2007.  Kmart experienced lower transaction volumes across most
merchandise categories, most notably within home goods, health and beauty
products, and food and consumables.  Similarly, Sears Domestic recorded
comparable store sales declines across most merchandise categories and
formats, with a notable decline in home appliance sales, which the company
believed reflects both a slower U.S. housing market and the impact of
increased competition.

The company's fiscal 2007 first quarter was comprised of the 13-week
period ended May 5, 2007, while its fiscal 2006 first quarter was
comprised of the 13-week period ended
April 29, 2006.  This week shift in sales, while having a somewhat
favorable impact on total revenues recorded during the first quarter of
fiscal 2007 as compared to the first quarter of fiscal 2006, had no impact
on the comparable store sales results reported herein.  This is due to the
fact that, for purposes of reporting comparable sales for the first
quarter, weeks 1 through 13 of fiscal 2007 have been compared to weeks 2
through 14 of fiscal 2006, thereby eliminating the impact of the week
shift.

For the quarter, total revenues declined US$0.3 billion, or 2.5%, to
US$11.7 billion in fiscal 2007, as compared to US$12.0 billion for the
first quarter of fiscal 2006.  This decline reflects the above-noted
impact of lower comparable store sales partially offset by sales increases
within both its Lands' End and home services businesses.  In addition, the
week shift in reporting as detailed above had a favorable impact on total
revenues for the first quarter of fiscal 2007, by approximately 0.5%.  The
largest sales decline for the quarter was recorded at Kmart, where
revenues declined US$239 million, or 5.6%, primarily as a result of the
above-noted comparable store sales declines, as well as a decrease in the
total number of Kmart stores in operation.

                       Operating Income

For the quarter, the company's operating income increased US$62 million to
US$393 million in fiscal 2007, as compared to US$331 million in the first
quarter of fiscal 2006.  This increase primarily reflects:

   1) a gain of US$30 million for a legal settlement reached in
      connection with a contractual dispute,

   2) a US$27 million curtailment gain recorded for amendments
      made by Sears Canada to its post-retirement benefit plans,
      and

   3) a US$15 million gain for insurance recoveries received on
      claims filed for certain of its property damaged by
      hurricanes during fiscal 2005

The favorable impact of these items, as well as improved operating results
at Sears Canada and lower expenses at Sears Domestic, were partly offset
by lower operating income at Kmart.

                      Significant Items

As noted above, a number of items significantly impacted the company's
fiscal 2007 and fiscal 2006 first quarter diluted earnings per share.
While these types of items periodically affect its results, they vary
significantly in amount from period to period, and had a disproportionate
effect on the company’s results for the periods presented.  Management
considers the total impact of these items, along with reported results,
when it reviews and evaluates its financial performance.

During the first quarter of fiscal 2007, the company recognized:

   1) a US$30 million gain (US$18 million after tax or US$0.12
      per diluted share) related to the legal settlement of a
      contractual dispute,

   2) a curtailment gain of US$27 million (US$16 million after
      tax or US$0.11 per diluted share) related to certain
      amendments made to Sears Canada's post-retirement benefit
      plans,

   3) a gain of US$15 million (US$9 million after tax or US$0.06
      per diluted share) for insurance recoveries received on
      claims filed for certain of its property damaged by
      hurricanes during fiscal 2005, and

   4) a US$20 million (US$12 million after tax or US$0.08 per
      diluted share) dividend the company received on its
      investment in Sears Mexico.

These gains were partially offset by investment losses of US$21 million
(US$13 million after tax or US$0.08 per diluted share) incurred during the
quarter on its total return swap investments.  In addition, the first
quarter of fiscal 2007 included US$5 million (US$2 million after tax or
US$0.01 per diluted share) of gains on sales of assets, as compared to
US$17 million (US$10 million after tax or US$0.06 per diluted share) of
such gains in the first quarter of fiscal 2006.  The first quarter of
fiscal 2006 also included restructuring charges of US$9 million (US$5
million after tax or US$0.03 per diluted share).  There were no
restructuring charges in the first quarter of fiscal 2007.

                        Financial Position

The company had cash and cash equivalents of US$3.4 billion at
May 5, 2007 (of which US$3.1 billion is domestic and US$0.3 billion is at
Sears Canada) as compared to US$3.2 billion at April 29, 2006 and US$4.0
billion at Feb. 3, 2007.  The decline from Feb. 3, 2007 primarily reflects
increased merchandise inventories given seasonal shifts in its inventory
levels in support of the spring/summer-selling season.  Additionally, the
company spent US$113 million on capital expenditures and made debt
repayments of US$47 million, net of new borrowings, during the first
quarter of fiscal 2007.

Merchandise inventories at May 5, 2007 were approximately US$10.3 billion,
as compared to US$9.6 billion at
April 29, 2006.  The increase primarily reflects planned increases
resulting from efforts aimed at improving in-stock levels and expanding
product assortments this year as well as, acquisition of previously
consigned pharmacy inventory at Kmart, earlier receipt of products and
lower than forecast sales levels.  Merchandise payables were US$3.5
billion at
May 5, 2007, as compared to US$3.6 billion as of April 29, 2006.

                       Share Repurchase

During the first quarter of 2007, the company did not repurchase any
shares of its common stock through its share repurchase program, although
the company received approximately 114,000 shares of its common stock
during the quarter in connection with bankruptcy-related settlements.  As
of May 5, 2007, the company had remaining authorization to repurchase
US$604 million of common shares under its existing share repurchase
program.  The remaining shares may be purchased in the open market,
through self-tender offers or through privately negotiated transactions.
Timing will depend on prevailing market conditions, alternative uses of
capital and other factors.

                     About Sears Holdings

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-'.




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


BANKBOSTON URUGUAY: Moody's May Upgrade Ba2 Rating After Review
---------------------------------------------------------------
Moody's Investors Service placed on review for possible upgrade the Ba2
long-term global local currency deposit ratings of BankBoston Uruguay S.A,
as well as its Aa3.uy local-currency national scale deposit ratings.

The rating action is the direct result of the sovereign rating action on
the Brazilian Ba2 foreign currency government bond rating, which was
placed under review for possible upgrade on May 24.  The global local
currency deposit rating of BankBoston Uruguay, set at Ba2, reflects the
assessment of the probability of support from its parent bank, Banco Itau
Holding Financeira, and it is derived from Brazil's Ba2 foreign currency
government bond rating

BankBoston Uruguay S.A. is a multi-product commercial bank, with a branch
network throughout the country.  As of December 2006, the bank had UrUS$
20.2 billion of assets and UrUS$ 1.6 billion of equity.

These rating was placed under review for possible upgrade:

   -- Long Term Global Local Currency Deposits: Ba2;
   -- National Scale Rating for Local Currency Deposits: Aa3.uy.




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


CITGO PETROLEUM: Unit at St. Petersburg Station Out of Service
--------------------------------------------------------------
Dave Balut at Tampa Bay's 10 News reports that regular pump #2 in Citgo
Petroleum Corporation’s station on 54th Avenue North in St. Petersburg is
out of service.

Bill Coddington, a former customer of the station, told Tampa Bay’s Mr.
Balut that he tried to get premium gas from pump #2 last week.  He said,
“As soon as I turned on the lever to run the pump, the dollar amount
started ringing up started spinning it got up to 89 cents.”

Premium pump two worked when it was checked, while regular pump two
increased seven cents, Tampa Bay’s Mr. Dave Balut notes, citing Sherri
Harvester, one of the state’s petroleum inspector.  According to the
inspector, the same pump rose nine cents when it was rechecked.   She said
it was likely due to a bad anti-drain valve.

The station owners promised to repair the pump as soon as possible, Tampa
Bay’s Mr. Balut 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+'.


ELECTRICIDAD DE CARACAS: Will Appoint New Board on June 14
----------------------------------------------------------
Electricidad de Caracas said in a statement that it will hold an
extraordinary shareholder meeting on June 14 to appoint a new board of
directors.

Business news Americas relates that this will be the first board
appiontment since Electricidad de Caracas’ nationalization this year.

An Electricidad de Caracas official told BNamericas that the firm’s owner,
Venezuelan state-run oil company Petroleos de Venezuela SA, will present a
proposal at the meeting to change the electric firm’s legal structure.

Electricidad de Caracas is the largest private-sector electric
utility in Venezuela and generates, transmits, distributes, and markets
electricity primarily to metropolitan Caracas and its surrounding areas.
The AES Corp. owns 86% of EDC and acquired its stake in June 2000, through
a public-tender offer.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 16, 2007, Standard & Poor's Ratings Services revised the
CreditWatch implications for its 'B' foreign currency corporate credit
rating on C.A. La Electricidad de Caracas to developing from negative.
Standard & Poor's also revised the CreditWatch implications for its 'B'
senior unsecured debt rating on Electricidad de Caracas Finance B.V.'s
notes due 2014 to developing from negative.


PETROLEOS DE VENEZUELA: Proposing Change in Power Unit
------------------------------------------------------
Venezuelan state-owned oil firm Petroleos de Venezuela SA will present a
proposal during power company Electricidad de Caracas’ extraordinary
shareholder meeting to change the unit’s legal structure, Business News
Americas reports, citing an Electricidad de Caracas official.

Electricidad de Caracas said in a statement that it will hold the meeting
to appoint a new board of directors.

BNamericas relates that this will be the first board appiontment since
Electricidad de Caracas’ nationalization this year.

               About Electricidad de Caracas

Electricidad de Caracas is the largest private-sector electric
utility in Venezuela and generates, transmits, distributes, and markets
electricity primarily to metropolitan Caracas and its surrounding areas.
The AES Corp. owns 86% of EDC and acquired its stake in June 2000, through
a public-tender offer.

               About Petroleos de Venezuela

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

                        *     *     *

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


* VENEZUELA: Local Bonds Rise as RCTV-Related Protests Ease
-----------------------------------------------------------
Guillermo Parra-Bernal at Bloomberg News reports that Venezuela's public
debts rose after being negatively affected by protests against the
government's decision not to renew the broadcasting license of Radio
Caracas Television.

The unpopular decision sparked criticisms from local and international
bodies, lowering the bolivar and the government's publicly-traded debts.

As demonstrations ease, the yield on the government's 6.25% dollar bond
due in 2017, known as a TICC, fell 4 basis points, or 0.04 percentage
point, to 4.91%, Bloomberg says, citing Banco Bilbao Vizcaya Argentaria
SA.  The yield jumped 19 basis points yesterday on fears of widening
disobedience.  Price, which moves inversely to the yield, rose 0.3 cents
to 110.50 cents on the dollar.

President Hugo Chavez has been firm over the non-renewal of RCTV's license
alleging that the network has been in league with sectors plotting for his
overthrow.

                        *     *     *

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


* VENEZUELA: Mulls Joint Bond Issue with Bolivia
------------------------------------------------
The Venezuelan government is considering a joint bond issue with its close
ally Bolivia, El Universal reports.

The proposed issuance would be between US$500 million to US$1 billion,
where the Venezuelan Ministry thinks of:

     i) making a joint debt issue with Bolivia;

    ii) a third issue of the Bond of the South; the first two
        tranches of which were issued jointly with Argentina; or

   iii) issuing the debt bond of the Bolivarian Alternative for
        the Americas, where member countries would take part in
        the issue; ALBA members include Cuba and Bolivia.

                        *     *     *

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 de los Santos, and
Christian Toledo, Editors.

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

This material is copyrighted and any commercial use, resale or publication
in any form (including e-mail forwarding, electronic re-mailing and
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Information contained herein is obtained from sources believed to be
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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
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           * * * End of Transmission * * *