TCRLA_Public/080220.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

           Wednesday, February 20, 2008, Vol. 9, No. 36

                            Headlines


A R G E N T I N A

DELTA AIR: CEO Willing to Waive Accelerated Compensation
DELTA AIR: Membership Agreement Reached Among Pilots
DELTA AIR: JPMorgan Chase Holds 20.8% Stake in Reorganized Co.
FIAT SPA: Talks on Parts Venture with Daimler AG Continue
NORTHWEST AIRLINES: CEO To Waive Accelerated Compensation

NORTHWEST AIRLINES: Membership Agreement Reached Among Pilots
NORTHWEST AIRLINES: Wants Fuel Surcharge Class Actions Barred
NORTHWEST AIRLINES: Wellington Discloses 11.47% Equity Stake


B A H A M A S

HARRAH'S ENT: Inks US$950-Mln Katrina Insurance Claim Settlement


B E R M U D A

GP INVESTMENTS: Joining Auction to Buy Exxon Mobil Assets
REFCO INC: Former CEO Philip Bennett Pleads Guilty of Fraud
SEA CONTAINERS: Posts US$227,425 Earnings in Month Ended Dec. 31


B R A Z I L

AAR CORP: Purchasers Exercise US$25MM Over-Allotment Option
BANCO NACIONAL: Earns BRL7.3 Billion in 2007
BRASIL TELECOM: Getting Network Platform From Alcatel-Lucent
COMPANHIA SIDERURGICA: To Finish Long Steel Plant by Year End
DELPHI CORP: Wants Bankruptcy Ct. to Keep Stay of ERISA Lawsuit

GERDAU SA: 2007 Fin'l Results Meet Expectations, Says Brascan
GERDAU AMERISTEEL: CAIB Research Keeps Sector Outperform Rating
GERDAU AMERISTEEL: Unit Buying Century Steel for US$151.5 Mln
GERDAU SA: 2007 Fin'l Results Meet Expectations, Says Brascan
SITEL WORLDWIDE: To Launch Customer Care Facility in Nicaragua

UAL CORP: Continental Air Merger Discussions in "Advanced" Stage
UAL CORP: Court Approves Transfer of Escrow Funds to UMB Bank


C A Y M A N  I S L A N D S

AMARANTH GLOBAL: Sets Final Shareholders' Meeting for March 4
BLACKSTONE INVESTMENTS: Final Shareholders Meeting on March 4
DB ASTWOOD: Proofs of Claim Filing Is Until March 3
DB WILSTEAD: Proofs of Claim Filing Ends on March 3
EMPIRE INT'L: Sets Final Shareholders' Meeting for March 4

KUHN LIMITED: Sets Final Shareholders' Meeting for March 4
TELEWEB INC: Proofs of Claim Filing Deadline Is March 1
TORINOS CAPITAL: Final Shareholders' Meeting Is on March 14
TROPHOS INVESTMENTS: Final Shareholders' Meeting Is on March 4


C H I L E

QUEBECOR WORLD: U.S. Trustee Revises Creditors' Committee
QUEBECOR WORLD: Wants to Pay Accrued Prepetition Commissions


C O S T A  R I C A

ALCATEL-LUCENT SA: Supports AT&T's Wireless Network Expansion
ALCATEL-LUCENT SA: Deploys IP Solutions at Gloucestershire Hotel
ALCATEL-LUCENT SA: Providing Brasil Telecom Network Platform


E C U A D O R

SMURFIT KAPPA: Earns EUR166.4 Million in Year 2007


E L  S A L V A D O R

MILLICOM INTERNATIONAL: Kaupthing Bank Reaffirms Buy Rating


G U A T E M A L A

BRITISH AIRWAYS: Inks Agreement to Settle Class Action Lawsuits
GOODYEAR TIRE: Earns US$602 Million in Year Ended Dec. 31


G U Y A N A

DIGICEL GROUP: Has More Than 200,000 Subscribers in Guyana


J A M A I C A

NAT'L COMMERCIAL: Court to Rule on Olint's Complaint Next Week
NATIONAL COMMERCIAL: Opens Mandeville Branch


M E X I C O

BERRY PLASTICS: Inks US$520 Mil. Senior Secured Bridge Loan Pact
BERRY PLASTICS: Posts US$31.3-Mln Net Loss in Qtr. Ended Dec. 29
CLEAR CHANNEL: Extends Key Dates of Senior Notes Tender Offer
CLEAR CHANNEL: Expects CC Media Merger to Close March 31 at Most
CLEAR CHANNEL: U.S. DOJ Wants Radio Stations Divested

CLEAR CHANNEL: Sues to Compel Providence Equity to Close TV Deal
ENESCO GROUP: Plan Confirmation Hearing Moved to March 5
KRIPY KREME: Standard Pacific Divests 6.1% Stake in Company
MAXCOM TELECOM: To Launch Telephony Services in New State
MOVIE GALLERY: Can Perform Under Plan Support Agreement

MOVIE GALLERY: Wants Phase 2 Auction Process Approved
US STEEL: Senior VP John Connelly Will Retire at Month End


P E R U

QUEBECOR WORLD: Creditors' Committee Taps Akin Gump as Counsel


P U E R T O  R I C O

AVIS BUDGET: Posts US$916 Million Net Loss in Full Year 2007
AVIS BUDGET: Ernst & Young Settles Decade-Old Suit for US$300MM
NBTY INC: Reports US$178 Million Net Sales in January 2008


V E N E Z U E L A

PETROLEOS DE VENEZUELA: Vietnam Drillship to Arrive in March
PETROLEOS DE VENEZUELA: Says Exxon's Stake Is Worth US$1.2 Bln.
PETROLEOS DE VENEZUELA: Launches Distribution Site in Valencia


                         - - - - -


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


DELTA AIR: CEO Willing to Waive Accelerated Compensation
--------------------------------------------------------
As a goodwill gesture to employees and investors, Northwest
Airlines' and Delta Air Lines' chief executives said they will
voluntarily waive any accelerated compensation to which they are
entitled to in the event of a merger, Margarita Bauza at The
Free Press reports.

According to documents filed with the United States Securities
and Exchange Commission, Delta CEO Richard Anderson could
receive up to US$15,000,000 in accelerated compensation -- money
tied to the company's stock performance -- if there is a merger.

The personnel and compensation committee of Delta's board of
directors has accepted Mr. Anderson's offer, said Betsy Talton,
a Delta spokeswoman, reports The Wall Street Journal.

"He is committed to the culture of employees at Delta Air Lines.
He's willing to make decisions in the best long-term interest of
the company," Ms. Bauza quotes Delta spokeswoman Susan Elliott,
as saying.

Two days after Mr. Anderson's announcement, Northwest disclosed
that CEO Doug Steenland also said he will forgo any accelerated
compensation, Ms. Bauza notes.

Mr. Steenland would receive US$7,500,000 in pay and incentives
if Northwest were to be acquired, according to SEC documents.  
Details of his accelerated compensation were not provided,
however, says Ms. Bauza.

"In the event of a merger involving Northwest Airlines, if
Steenland remains with the merged airline in an executive
capacity, he will waive any acceleration of compensation that
would be triggered by the merger, including the acceleration of
vesting dates for restricted stock and stock options," Ms. Bauza
quotes Northwest spokeswoman Tammy Lee, as saying.

                  About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--   
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and US$17.9 billion in total
debts.  On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on March 26, 2007.  
On May 21, 2007, the Court confirmed the Debtors' Plan.  The
Plan took effect May 31, 2007.  (Northwest Bankruptcy News,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No. 89;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

As of Sept. 30, 2007, the company's balance sheet showed total
assets of US$32.7 billion and total liabilities of
US$23 billion, resulting in a US$9.7 billion stockholders'
equity.  At Dec. 31, 2006, deficit was US$13.5 billion.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 17, 2008, Standard and Poor's said that media reports that
Delta Air Lines Inc. (B/Positive/--) entered into merger talks
with UAL Corp. (B/Stable/--) and Northwest Airlines Corp.
(B+/Stable/--) will have no effect on the ratings or outlook on
Delta, but that confirmed merger negotiations would result in
S&P's placing ratings of Delta and other airlines involved on
CreditWatch, most likely with developing or negative
implications.


DELTA AIR: Membership Agreement Reached Among Pilots
----------------------------------------------------
To avoid a messy, protracted labor wrangle that could arise from
consolidation, Northwest Airlines and Delta Air Lines made
efforts to come up with a "common labor contract" for their
11,000 pilots before a merger deal is completed, The Wall Street
Journal reports.

The efforts resulted to an agreement on how to integrate both
airlines' membership and seniority lists if a merger between the
two carriers goes through as expected, Jessica Mador at the
Minnesota Public Radio, reports.

Delta and Northwest earlier shared details of their proposed
combination with each airline's Air Line Pilots Association
chapter so that union leaders will study how to mesh seniority
lists, a unnamed source familiar with the situation told
Bloomberg News.

If approved, the merger would provide that the two carriers'
pilot unions would get a voting seat on the new board of
directors, along with a share in equity totaling roughly 7%, to
be divided among management and employees, Ms. Mador says.

According to the paper, the merged airline would be called
Delta.  Its headquarters would remain in Atlanta, while
Northwest's current Minneapolis headquarters would become a
secondary operational center.

Although Northwest and Delta are poised to conclude merger talks
this week, the consolidation will be far from consummated,
Marilyn Geewax at The Atlanta Journal-Constitution, reports.

Any deal would need to win the approval of the U.S. Department
of Justice, which enforces antitrust law, and it must survive a
"political minefield," Ms. Geewax says.

Congress and unions could apply considerable political pressure
to block or shape the deal, according to the paper.

                Airlines' Board to Meet Wednesday

The Wall Street Journal said Tuesday that the boards of both
carriers are expected to meet tomorrow to vote on the merger
deal.  Delta and Northwest are in the final push toward a merger
agreement, according to Susan Carey and Paulo Prada.

The carriers, however, have yet to reach an accord with their
unionized pilots on all aspects of a plan to achieve a common
contract, a method for blending the pilots' seniority systems,
and the amount of equity the aviators would receive, the Journal
said, citing people familiar with the matter.  The pilots don't
have formal veto over a deal, yet failure to win their support
might make it more difficult to pull one off, the Journal said.

The deal might include some premium for Northwest shareholders,
one person with knowledge of the plan said, but that wasn't
certain, according to WSJ.  If the pilot deal isn't ready, the
board meetings will amount to little more than updates, those
sources told WSJ.

                  About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--   
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and US$17.9 billion in total
debts.  On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on March 26, 2007.  
On May 21, 2007, the Court confirmed the Debtors' Plan.  The
Plan took effect May 31, 2007.  (Northwest Bankruptcy News,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                         About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No. 89;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

As of Sept. 30, 2007, the company's balance sheet showed total
assets of US$32.7 billion and total liabilities of
US$23 billion, resulting in a US$9.7 billion stockholders'
equity.  At Dec. 31, 2006, deficit was US$13.5 billion.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 17, 2008, Standard and Poor's said that media reports that
Delta Air Lines Inc. (B/Positive/--) entered into merger talks
with UAL Corp. (B/Stable/--) and Northwest Airlines Corp.
(B+/Stable/--) will have no effect on the ratings or outlook on
Delta, but that confirmed merger negotiations would result in
S&P's placing ratings of Delta and other airlines involved on
CreditWatch, most likely with developing or negative
implications.


DELTA AIR: JPMorgan Chase Holds 20.8% Stake in Reorganized Co.
--------------------------------------------------------------
JP Morgan Chase & Co. owns 50,044,137 shares of Delta Air Lines,
Inc., common stock.

According to a Form 13G filed with the Securities and Exchange
Commission, the shares constitute 20.8% of the 269,115,474
shares of Delta common stock outstanding as of Sept. 30, 2007.

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No. 89;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

As of Sept. 30, 2007, the company's balance sheet showed total
assets of US$32.7 billion and total liabilities of
US$23 billion, resulting in a US$9.7 billion stockholders'
equity.  At Dec. 31, 2006, deficit was US$13.5 billion.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 17, 2008, Standard and Poor's said that media reports that
Delta Air Lines Inc. (B/Positive/--) entered into merger talks
with UAL Corp. (B/Stable/--) and Northwest Airlines Corp.
(B+/Stable/--) will have no effect on the ratings or outlook on
Delta, but that confirmed merger negotiations would result in
S&P's placing ratings of Delta and other airlines involved on
CreditWatch, most likely with developing or negative
implications.


FIAT SPA: Talks on Parts Venture with Daimler AG Continue
---------------------------------------------------------
Fiat SpA CEO Sergio Marchionne said that the company is having
talks with Daimler AG on a probable car parts partnership.

A report by Rosario Murgida of Marketwatch quoted Mr. Marchionne
saying, the two companies are holding discussions, which will go
on for a long time and are much more wide-ranging.

Citing Thompson Financial, Forbes reported that Daimler AG CEO
Dieter Zetsche said talks with Fiat SpA and Bayerische Motoren
Werke AG have led to the conclusion that a tie-up covering a
complete car model will not result into any advantages.

                       About Fiat S.p.A.

Headquartered in Turin, Italy, Fiat S.p.A. --
http://www.fiatgroup.com/-- is one of the largest industrial
groups in Italy and the fourth largest European-based automobile
manufacturer, with revenues of EUR33.4 billion in the first nine
months of 2005.  Fiat's creditors include Banca Intesa, Banca
Monte dei Paschi di Siena, Banca Nazionale del Lavoro,
Capitalia, Sanpaolo IMI, and UniCredito Italiano.

Fiat operates in Argentina, Australia, Austria, Belgium, Brazil,
Bulgaria, China, Czech Republic, Denmark, France, Germany,
Greece, Hungary, India, Ireland, Italy, Japan, Lituania,
Netherlands, Poland, Portugal, Romania, Russia, Singapore,
Spain, among others.

                          *     *     *

As reported on Nov. 6, 2007, Moody's Investors Service changed
the outlook on Fiat S.p.A. and subsidiaries' Ba3 Corporate
Family Rating to positive from stable and affirmed its Ba3 long-
term senior unsecured ratings as well as the short-term
non-Prime rating.

On Oct. 4, 2007, Fitch Ratings affirmed Fiat S.p.A.'s Issuer
Default and senior unsecured ratings at BB- and Short-term
rating at B.

The company carries Standard & Poor's Ratings Services' BB long-
term corporate credit rating.  The compay also carries B short-
term rating.  S&P said the outlook is stable.


NORTHWEST AIRLINES: CEO To Waive Accelerated Compensation
----------------------------------------------------------
As a goodwill gesture to employees and investors, Northwest
Airlines' and Delta Air Lines' chief executives said they will
voluntarily waive any accelerated compensation to which they are
entitled to in the event of a merger, Margarita Bauza at The
Free Press reports.

According to documents filed with the United States Securities
and Exchange Commission, Delta CEO Richard Anderson could
receive up to US$15,000,000 in accelerated compensation -- money
tied to the company's stock performance -- if there is a merger.

The personnel and compensation committee of Delta's board of
directors has accepted Mr. Anderson's offer, said Betsy Talton,
a Delta spokeswoman, reports The Wall Street Journal.

"He is committed to the culture of employees at Delta Air Lines.
He's willing to make decisions in the best long-term interest of
the company," Ms. Bauza quotes Delta spokeswoman Susan Elliott,
as saying.

Two days after Mr. Anderson's announcement, Northwest disclosed
that CEO Doug Steenland also said he will forgo any accelerated
compensation, Ms. Bauza notes.

Mr. Steenland would receive US$7,500,000 in pay and incentives
if Northwest were to be acquired, according to SEC documents.  
Details of his accelerated compensation were not provided,
however, says Ms. Bauza.

"In the event of a merger involving Northwest Airlines, if
Steenland remains with the merged airline in an executive
capacity, he will waive any acceleration of compensation that
would be triggered by the merger, including the acceleration of
vesting dates for restricted stock and stock options," Ms. Bauza
quotes Northwest spokeswoman Tammy Lee, as saying.

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No. 89;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

As of Sept. 30, 2007, the company's balance sheet showed total
assets of US$32.7 billion and total liabilities of
US$23 billion, resulting in a US$9.7 billion stockholders'
equity.  At Dec. 31, 2006, deficit was US$13.5 billion.

                  About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--   
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and US$17.9 billion in total
debts.  On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on March 26, 2007.  
On May 21, 2007, the Court confirmed the Debtors' Plan.  The
Plan took effect May 31, 2007.  (Northwest Bankruptcy News,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

In October 2007, Moody's Investors Service assigned ratings of
A3 and Ba1 to the Class A and Class B Certificates, respectively
of the Northwest Airlines Pass Through Certificates, Series
2007-1.  Each Certificate will represent 100% of the fractional
undivided interest in the assets of the corresponding Trust and
related Deposits.  Property of the Trust will be Equipment Notes
to be issued by Northwest Airlines, Inc., which will be secured
by a security interest in the aircraft being financed by this
transaction.  The Notes with respect to each aircraft will be
issued under a separate indenture with a separate loan trustee
for each indenture.  Moody's affirmed all ratings of Northwest,
corporate family rating at B1, and the outlook remains stable.


NORTHWEST AIRLINES: Membership Agreement Reached Among Pilots
-------------------------------------------------------------
To avoid a messy, protracted labor wrangle that could arise from
consolidation, Northwest Airlines and Delta Air Lines made
efforts to come up with a "common labor contract" for their
11,000 pilots before a merger deal is completed, The Wall Street
Journal reports.

The efforts resulted to an agreement on how to integrate both
airlines' membership and seniority lists if a merger between the
two carriers goes through as expected, Jessica Mador at the
Minnesota Public Radio, reports.

Delta and Northwest earlier shared details of their proposed
combination with each airline's Air Line Pilots Association
chapter so that union leaders will study how to mesh seniority
lists, a unnamed source familiar with the situation told
Bloomberg News.

If approved, the merger would provide that the two carriers'
pilot unions would get a voting seat on the new board of
directors, along with a share in equity totaling roughly 7%, to
be divided among management and employees, Ms. Mador says.

According to the paper, the merged airline would be called
Delta.  Its headquarters would remain in Atlanta, while
Northwest's current Minneapolis headquarters would become a
secondary operational center.

Although Northwest and Delta are poised to conclude merger talks
this week, the consolidation will be far from consummated,
Marilyn Geewax at The Atlanta Journal-Constitution, reports.

Any deal would need to win the approval of the U.S. Department
of Justice, which enforces antitrust law, and it must survive a
"political minefield," Ms. Geewax says.

Congress and unions could apply considerable political pressure
to block or shape the deal, according to the paper.

                Airlines' Board to Meet Wednesday

The Wall Street Journal said Tuesday that the boards of both
carriers are expected to meet tomorrow to vote on the merger
deal.  Delta and Northwest are in the final push toward a merger
agreement, according to Susan Carey and Paulo Prada.

The carriers, however, have yet to reach an accord with their
unionized pilots on all aspects of a plan to achieve a common
contract, a method for blending the pilots' seniority systems,
and the amount of equity the aviators would receive, the Journal
said, citing people familiar with the matter.  The pilots don't
have formal veto over a deal, yet failure to win their support
might make it more difficult to pull one off, the Journal said.

The deal might include some premium for Northwest shareholders,
one person with knowledge of the plan said, but that wasn't
certain, according to WSJ.  If the pilot deal isn't ready, the
board meetings will amount to little more than updates, those
sources told WSJ.

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No. 89;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

As of Sept. 30, 2007, the company's balance sheet showed total
assets of US$32.7 billion and total liabilities of
US$23 billion, resulting in a US$9.7 billion stockholders'
equity.  At Dec. 31, 2006, deficit was US$13.5 billion.

                  About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--   
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and US$17.9 billion in total
debts.  On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on March 26, 2007.  
On May 21, 2007, the Court confirmed the Debtors' Plan.  The
Plan took effect May 31, 2007.  (Northwest Bankruptcy News,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *
                        
In October 2007, Moody's Investors Service assigned ratings of
A3 and Ba1 to the Class A and Class B Certificates, respectively
of the Northwest Airlines Pass Through Certificates, Series
2007-1.  Each Certificate will represent 100% of the fractional
undivided interest in the assets of the corresponding Trust and
related Deposits.  Property of the Trust will be Equipment Notes
to be issued by Northwest Airlines, Inc., which will be secured
by a security interest in the aircraft being financed by this
transaction.  The Notes with respect to each aircraft will be
issued under a separate indenture with a separate loan trustee
for each indenture.  Moody's affirmed all ratings of Northwest,
corporate family rating at B1, and the outlook remains stable.


NORTHWEST AIRLINES: Wants Fuel Surcharge Class Actions Barred
-------------------------------------------------------------
Robert Casteel III, Uchenna Udemezue, Steve Ike, and Lolly
Randall commenced separate class action lawsuits against
Northwest Air Lines before the United States District of Court
for the Northern District of California.

The Class Action Claimants assert against the Debtors, and 11
other airlines, liabilities in connection with fuel surcharges,
and prices charged by the Airlines for transpacific flights to
and from the United States, beginning in 2004 -- before the
effective date of the Debtors' Plan of Reorganization.

The 11 Airlines are Air New Zealand, All Nippon Airways, Cathay
Pacific Airways, China Airlines, Eva Airlines, Japan Airlines
International, Malaysia Airlines, Qantas Airways, Singapore Air,
Thai Airways, United Airlines, and any unnamed alleged co-
conspirators.

Messrs. Casteel III, Udemezue and Ike are all residents of
California who allegedly purchased passenger air transportation
from certain of the Airlines, except the Debtors, Gregory M.
Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, relates on the Debtors' behalf.

Ms. Randall is a resident of Washington, who allegedly purchased
Passenger Air Transportation from one or more of the Airlines
prior to the Effective Date.

Mr. Petrick says the class actions were commenced without any
prior application to the U.S. Bankruptcy Court for the Southern
District of New York for relief from the Plan injunctions.   
Specifically, the Class Actions assert that collectively, the
Airlines engaged in a conspiracy in restraint of trade, to
suppress competition with respect to pricing of transpacific
Passenger Air Transportation and Fuel Surcharges.

Pursuant to the Debtors' Plan of Reorganization, (i) all debts
and claims against the Debtors, including those debts and claims
based on civil actions, were discharged on the Plan effective
date, and (ii) all claimholders are enjoined from, among other
things, asserting any further claim against the Debtors, or any
of their assets or properties, based upon any act or omission,
transaction or other activity of any kind or nature that
occurred prior to the Effective Date

"The Class Action violates the Discharge Injunction because the
Class Action is based on a claim arising prior to the Effective
Date," Mr. Petrick asserts.  "The Class Action violates the
Interference Injunction because it interferes with the discharge
of pre-Effective Date debts provided under the Plan."

Against this backdrop, the Debtors ask the Court to:

   (1) issue a preliminary and permanent injunction, restraining
       and enjoining the Class from pursuing the Class Actions
       against the Debtors;

   (2) direct the Class to file a notice of dismissal or
       withdrawal of the Class Actions as to the Debtors; and

   (3) award the Debtors sanctions in an amount to be
       determined, for the Class' violation of the Discharge
       Injunction and Interference Injunction.

                  About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--   
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and US$17.9 billion in total
debts.  On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on March 26, 2007.  
On May 21, 2007, the Court confirmed the Debtors' Plan.  The
Plan took effect May 31, 2007.  (Northwest Bankruptcy News,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *
                        
In October 2007, Moody's Investors Service assigned ratings of
A3 and Ba1 to the Class A and Class B Certificates, respectively
of the Northwest Airlines Pass Through Certificates, Series
2007-1.  Each Certificate will represent 100% of the fractional
undivided interest in the assets of the corresponding Trust and
related Deposits.  Property of the Trust will be Equipment Notes
to be issued by Northwest Airlines, Inc., which will be secured
by a security interest in the aircraft being financed by this
transaction.  The Notes with respect to each aircraft will be
issued under a separate indenture with a separate loan trustee
for each indenture.  Moody's affirmed all ratings of Northwest,
corporate family rating at B1, and the outlook remains stable.


NORTHWEST AIRLINES: Wellington Discloses 11.47% Equity Stake
------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Robert J. Toner, vice president of Wellington
Management Company, LLP, disclosed that as of December 31, 2007,
Wellington, in its capacity as investment adviser, may be deemed
to beneficially own 29,080,996 shares of Northwest Airlines
Corp. common stock, representing 12.44% of Northwest's
total outstanding shares.

According to Mr. Toner, the securities are owned of record by
clients of Wellington Management, and have the right to receive,
or the power to direct the receipt of, dividends from, or the
proceeds from the sale of, the securities.

Among these clients, only Vanguard Windsor Funds has the right
or power with respect to more than 5% of this class of
securities, Mr. Toner reported.  Wellington has shared power to
vote or direct the vote of 10,872,086 shares; and, shared power
to dispose or to direct the disposition of 28,997,696 shares, he
said.

In a separate filing, Vanguard Windsor Funds - Vanguard Windsor
Fund 51-0082711 disclosed that it beneficially owns 12,456,100
shares of Northwest Airlines Corp. common stock, at December 31,
2007, representing 5.3% of the total outstanding shares of
Northwest.

According to the SEC report, Vanguard has sole voting power of
all 2,456,100 shares.

Harbert Management Corporation also has disclosed that at
December 31, 2007, it owns 12,572,767 shares of common stock of
Northwest Airlines Corp., representing 5.4% of Northwest's total
outstanding shares.

The Common Stock reported in the filing is held in two accounts
-- Harbinger Capital Partners Master Fund I, Ltd. and Harbinger
Capital Partners Special Situations Fund, L.P.  The Master Fund
holds 9,744,493 shares, and the Special Situations Fund holds
2,828,274 shares.

HMC is the managing member of the managing member of the
investment manager of the Master Fund. HMC wholly owns the
managing member of the general partner of the Special Situations
Fund. Philip Falcone is the portfolio manager of both the Master
Fund and the Special Situations Fund, and is a shareholder of
HMC. Raymond J. Harbert and Michael D. Luce are shareholders of
HMC.

Messrs. Falcone, Harbert and Luce are deemed to beneficially own
the 12,572,767 shares of Northwest Common Stock.

HMC, Messrs. Falcone, Harbert and Luce also disclosed that they  
(i) have shared power to vote or direct the vote of all of the
shares that they individually own, and (ii) have shared power to
dispose or direct the disposition of all of the shares that they
individually own.

In another filing, Wayzata Investment Partners LLC, says it has
sole voting and dispositive power over 15,578,000 shares of
Northwest Airlines Corp. common stock.

Wayzata is an investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E) of the Securities Exchange Act of 1934,
and does not beneficially own any shares of Northwest Common
Stock.

There were 233,749,927 outstanding shares of Northwest Common
Stock, as of October 31, 2007.

                  About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--   
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and US$17.9 billion in total
debts.  On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on March 26, 2007.  
On May 21, 2007, the Court confirmed the Debtors' Plan.  The
Plan took effect May 31, 2007.  (Northwest Bankruptcy News,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *
                        
In October 2007, Moody's Investors Service assigned ratings of
A3 and Ba1 to the Class A and Class B Certificates, respectively
of the Northwest Airlines Pass Through Certificates, Series
2007-1.  Each Certificate will represent 100% of the fractional
undivided interest in the assets of the corresponding Trust and
related Deposits.  Property of the Trust will be Equipment Notes
to be issued by Northwest Airlines, Inc., which will be secured
by a security interest in the aircraft being financed by this
transaction.  The Notes with respect to each aircraft will be
issued under a separate indenture with a separate loan trustee
for each indenture.  Moody's affirmed all ratings of Northwest,
corporate family rating at B1, and the outlook remains stable.



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


HARRAH'S ENT: Inks US$950-Mln Katrina Insurance Claim Settlement
----------------------------------------------------------------
Harrah's Entertainment Inc. disclosed Friday that the company
and certain of its subsidiaries finalized on Feb. 13, 2008, a
settlement agreement with their insurance carriers related to
claims associated with damages incurred from Hurricane Katrina
in Mississippi.  

The insurance carriers agreed to pay the company and certain of
its subsidiaries approximately US$950.15 million to settle all
outstanding claims associated with damages incurred from the
hurricane, including all property damage and business
interruption claims.  Of the total settlement amount, the
company and certain of its subsidiaries have already received
payments totaling approximately US$612.0 million as of Feb. 1,
2008.  The company expects to receive all payments during the
first quarter of 2008.

                  About Harrah's Entertainment

Headquartered in Las Vegas, Nevada, Harrah's Entertainment
Inc.(NYSE: HET) -- http://www.harrahs.com/-- through its wholly   
owned subsidiary Harrah's Operating Company Inc., provides
branded casino entertainment.  Since its beginning in Reno,
Nevada 70 years ago, Harrah's has grown through development of
new properties, expansions and acquisitions, and now owns or
manages casinos on four continents.  The company's properties
operate primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos.  In January 2007, it signed a
joint venture agreement with Baha Mar Resorts Ltd. to operate a
resort in Bahamas.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 21, 2008, Standard & Poor's Ratings Services lowered its
ratings on Harrah's Entertainment Inc. and its wholly owned
subsidiary, Harrah's Operating Co. Inc.  The corporate credit
rating on each entity was lowered to 'B+' from 'BB'.  In
addition, S&P's senior unsecured and subordinated debt ratings
on approximately US$4.6 billion of existing notes, which will be
rolled over as part of the transaction, were both lowered to
'B-', from 'BB' and 'B+'.  The ratings were removed from
CreditWatch, where they were placed with negative implications
on Oct. 2, 2006.  The rating outlook is stable.



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


GP INVESTMENTS: Joining Auction to Buy Exxon Mobil Assets
---------------------------------------------------------
GP Investments Ltd. will participate in an auction process to
buy some Exxon Mobil Corp. assets in South America, Guillermo
Parra-Bernal of Bloomberg reports.

Bloomberg relates that GP Investments disclosed in a regulatory
filing that the bid for Esso gasoline stations in the region
depends on a "series of factors" that includes rival offers and
other legal and financial arrangements it didn't explain.

The firm expects to conclude the sale of 5.4 million depositary
receipts by Feb. 28.  Octavio Pereira Lopes, a director at the
fund in Sao Paulo, was unavailable for comment, Bloomberg
states.

Based in Hamilton, Bermuda, GP Investments Ltd. -
http://www.gpinvestments.com/-- is a leading
private equity player in Brazil.  The GP Investments' activities
consist of its core private equity business and its asset
management business, and its mission is to generate higher than
average long-term return to its investors and shareholders.
Since its inception in 1993, GP Investments raised more than
US$1.5 billion from Brazilian and international investors, and
acquired more than thirty-five companies in ten different
sectors.  On May 2006, GP Investments concluded its Initial
Public Offering -- IPO, becoming the first listed private equity
company in Brazil.

                         *     *     *

In October 2007, Fitch Ratings assigned a 'B/RR4' rating to GP
Investments Ltd's extension of its 2007 senior perpetual notes
program for US$40 million.  Fitch said the Rating Outlook is
Positive.


REFCO INC: Former CEO Philip Bennett Pleads Guilty of Fraud
-----------------------------------------------------------
Phillip R. Bennett, former chief executive officer, chairman,
and controlling shareholder of Refco, Inc., pleaded guilty to
conspiracy, money laundering and 17 other charges in a scheme
that cost investors more than US$2,400,000,000, David Glovin and
Patricia Hurtado of Bloomberg News reported.

"I know I was wrong, and I deeply regret it," Mr. Bennett told
District Judge Naomi Buchwald of the United States District
Court for the Southern District of New York.  "I take full
responsibility for my conduct.  I wish to publicly apologize to
my family and to all those I've harmed."

"Bennett has candidly acknowledged his involvement in the
matter," Gary Naftalis, Esq., counsel for the defendants, told
journalists.  "He was forthcoming and candid and wants to put
this matter behind him."

Robert Trosten, Refco's former chief financial officer, and Tone
Grant, Refco's former president, have pleaded not guilty to
helping Mr. Bennett, and will face trial on March 17, Bloomberg
News said.

Mr. Bennett joined Refco in 1981, and served as president, CEO
and chairman since September 1998, Bloomberg said.  Along with
Mr. Grant, who also served as president, Mr. Bennett transformed
Refco from a firm that focused on trading for itself to one that
executed transactions for clients.

According to Bloomberg, in 1997, Refco began hiding massive
losses sustained by clients in the Asian debt crisis.  With its
viability threatened, Refco began masking its true performance
by moving more than US$1,000,000,000 in debt off the company's
books to an entity controlled by Mr. Bennett, Refco Group
Holdings Inc., Michael Garcia, Manhattan U.S. Attorney said.  In
return, Refco Group Holdings gave Refco worthless IOUs,
according to the government.

In his plea, Mr. Bennett admitted that he conspired with other
Refco executives, whom he didn't name, to conceal the size of
the receivables owed to Refco, Bloomberg News reported.  Mr.
Bennett said he deceived his auditors, investors and lenders,
including Thomas H. Lee and a unit of HSBC Holdings Plc,
Europe's biggest banks by market value.

Under the U.S. guidelines, Mr. Bennett faces life imprisonment
of up to 315 years, as well as forfeiture of US$2,400,000,000,
Bloomberg said.

                         About Refco Inc.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2006.

Refco Commodity's exclusive period to file a chapter 11 plan
expired on Feb. 13, 2007.  (Refco Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


SEA CONTAINERS: Posts US$227,425 Earnings in Month Ended Dec. 31
----------------------------------------------------------------
                      Sea Containers, Ltd.
                     Unaudited Balance Sheet
                     As of December 31, 2007

                             Assets

Current Assets
   Cash and cash equivalents                       US$42,613,906
   Trade receivables, less allowances
      for doubtful accounts                              366,826
   Due from related parties                              678,431
   Prepaid expenses and other current assets           1,104,484
                                                    ------------
      Total current assets                            44,763,647

Fixed assets, net                                              -

Long-term equipment sales receivable, net                      -
Investments in group companies                       143,546,856
Intercompany receivables                                       -
Investment in equity ownership interests             219,264,558
Other assets                                           3,532,187
                                                    ------------
Total assets                                      US$411,107,248

              Liabilities and Shareholders' Equity

Current Liabilities
   Accounts payable                                  
US$11,248,427
   Accrued expenses                                   66,036,441
   Current portion of long-term debt                 173,147,423
   Current portion of senior notes                   385,436,121
                                                    ------------
      Total current liabilities                      635,868,412

Total shareholders' equity                         (224,761,164)
                                                    ------------
Total liabilities and shareholders' equity        US$411,107,248


                      Sea Containers, Ltd.
                Unaudited Statement of Operations
              For the Month Ended December 31, 2007

Revenue                                             (US$576,334)

Costs and expenses:
   Operating costs                                       104,364
   Selling, general and admin. expenses              (2,529,631)
   Professional fees                                 (4,188,223)
   Charges against intercompany accounts               5,504,075
   Impairment of investment in subsidy Co.                     -
   Forgiveness of intercompany debt                            -
   Depreciation and amortization                               -
                                                    ------------
      Total costs and expenses                       (1,109,415)
                                                    ------------

Gain or (Loss) on sale of assets                               -
                                                    ------------
Operating income (loss)                              (1,685,749)

Other income (expense)
   Investment income                                   1,714,999
   Foreign exchange gains or (losses)                   (32,636)
   Interest expense, net                             (4,504,861)
                                                    ------------
Income (Loss) before taxes                           (4,508,247)
Income tax expense                                     (519,900)
                                                    ------------
Net (Loss)                                        (US$5,028,147)


                     Sea Containers Services
                     Unaudited Balance Sheet
                     As of December 31, 2007

                             Assets

Current Assets
   Cash and cash equivalents                           US$54,206
   Trade receivables                                      16,230
   Due from related parties                              670,771
   Prepaid expenses and other current assets           2,739,916
                                                    ------------
      Total current assets                             3,481,123

Fixed assets, net                                         27,645

Investments                                            2,677,370
Intercompany receivables                              53,743,237
Other assets                                                   -
                                                    ------------
Total assets                                       US$59,929,375

              Liabilities and Shareholders' Equity

Current Liabilities
   Accounts payable                                 US$1,276,545
   Accrued expenses                                    1,065,629
   Current portion of long-term debt                   1,515,069
                                                    ------------
      Total current liabilities                        3,857,243

Total shareholders' equity                            56,072,132
                                                    ------------
Total liabilities and shareholders' equity         US$59,929,375


                     Sea Containers Services
                Unaudited Statement of Operations
              For the Month Ended December 31, 2007

Revenue                                             US$2,394,653

Costs and expenses:
   Operating costs                                             -
   Selling, general and admin. expenses                (277,060)
   Professional Fees                                   (454,102)
   Other charges                                               -
   Depreciation and amortization                     (1,352,681)
                                                    ------------
      Total costs and expenses                       (2,083,842)
                                                    ------------

Gains on sale of assets                                 (33,311)
                                                    ------------
Operating income (loss)                                  277,500

Other income (expense)
   Interest income                                            70
   Foreign exchange gains (losses)                         1,142
   Interest expense, net                                (51,286)
                                                    ------------
Income (Loss) before taxes                               227,425
Income tax credit                                              -
                                                    ------------
Net Income                                            US$227,425

Sea Containers Caribbean, Inc., reported zero assets and
accounts payable of US$3,530,094, as its sole liabilities in its
December 2007 balance sheet.

A full-text copy of the Debtors' schedules of cash receipts and
disbursements is available for free at:
http://bankrupt.com/misc/SeaCon_Dec2007_CashSchedule.pdf  

As of Feb. 8, 2008, Sea Containers Ltd. has not filed its
form 10-K report for fiscal year ended December 31, 2005, or
later, nor has it filed form 10-Q reports for the quarters ended
March 31, 2006, June 30, 2006, Sept. 30, 2006, Dec. 31, 2006,
March 31, 2007, June 30, 2007, Sept. 30, 2007, and Dec. 31,
2007.

                        About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of US$62,400,718 and total liabilities of
US$1,545,384,083.  The Court gave the Debtors until Feb. 20,
2008 to file a plan of reorganization.  (Sea Containers
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)



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

AAR CORP: Purchasers Exercise US$25MM Over-Allotment Option
-----------------------------------------------------------
AAR CORP. disclosed that the initial purchasers of the
convertible senior notes issued on February 11, 2008, have
exercised in full their over-allotment option to purchase an
additional US$25 million in aggregate principal amount of Notes.
The additional Notes will be allocated evenly between the two
tranches of Notes, resulting in a total of US$137.5 million
aggregate principal amount of 1.625% convertible senior notes
due 2014 and US$112.5 million aggregate principal amount of
2.25% convertible senior notes due 2016.  The company expects to
complete the sale of the additional Notes on February 19, 2008.

As with the initial US$225 million of Notes, the additional
US$25 million of Notes are subject to separate convertible note
hedge transactions between the company and an affiliate of one
of the initial purchasers of the Notes.  Separately, the company
will enter into additional warrant transactions with an
affiliate of one of the initial purchasers of the Notes.  These
convertible note hedge and warrant transactions are intended to
reduce potential dilution to the company's common stock upon
potential future conversion of the Notes and generally have the
effect on the company of increasing the conversion price of the
Notes to approximately US$48.83 per share, representing a 75.0%
premium based on the last reported sale price of US$27.90 per
share on February 5, 2008.

The Notes have not been registered under the Securities Act of
1933 or any state securities laws and, unless so registered, may
not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
securities laws.  

                       About AAR Corp.

AAR Corp. (NYSE: AIR) -- http://www.aarcorp.com/-- provides
products and value-added services to the worldwide aviation and
aerospace industry.  With facilities and sales locations around
the world, AAR uses its lose-to-the-customer business model to
serve airline and defense customers through Aviation Supply
Chain; Maintenance, Repair and Overhaul; Structures and Systems
and Aircraft Sales and Leasing.  In Asia Pacific, the company
has offices in Singapore, China, Japan and Australia.  In Latin
America, the company has a sales office in Rio de Janeiro,
Brazil.

                        *     *     *

AAR Corporation continues to carry Moody's Investors Service's
'Ba3' long-term corporate family rating, which was assigned in
November 2006.


BANCO NACIONAL: Earns BRL7.3 Billion in 2007
--------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social said its
net profits increased 15% to BRL7.3 billion in 2007, compared
with 2006.

Business News Americas relates that Banco Nacional said the
increase in its profits was due to:

          -- lower loan loss provisions,
          -- stronger lending, and
          -- "excellent performance" of its variable income
             investment portfolio.

Banco Nacional told BNamericas that it made BRL3.7 billion from
selling shares in 2007.

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Banco Nacional's disbursements summed up to
BRL64.9 billion, 24% higher than what was recorded in 2006, and
approvals were BRL98.8 billion, 33% above what was registered
last year.  The projects framed and the consultations that
account for the amount of future approvals and disbursements
totaled BRL117 billion and BRL126.8 billion in 2007, revealing
increases of 23% and 20%.

According to BNamericas, Banco Nacional's non-performing loan
ratio rose to 0.1% in 2007, from 0.68% in 2006.

Banco Nacional's assets increased 8.1% to BRL203 billion in
2007, compared to 2006, BNamericas states.

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

                          *     *     *

Banco Nacional currently carries a Ba2 foreign long-term bank
deposit rating from Moody's, and a BB+ long-term foreign issuer
credit rating from Standards and Poor's.  The ratings were
assigned in August and May 2007.


BRASIL TELECOM: Getting Network Platform From Alcatel-Lucent
------------------------------------------------------------
Brasil Telecom Participacoes SA said that Alcatel-Lucent will
provide it a "next generation network platform."

Business News Americas relates that Brasil Telecom is expanding
its next generation network due to a number portability that
will be implemented in August 2008.   The firm has been
operating this kind of platform in the Aguas Claras in Distrito
Federal for two years.

Alcatel-Lucent will have until August to install the platform in
Brasil Telecom's concession area, BNamericas notes.  Its
contract with Brasil Telecom covers:

          -- equipment,
          -- software, and
          -- services for implementation of the platform.

                     About Alcatel-Lucent

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, Indonesia, Australia, Brunei and
Cambodia.

                    About Brasil Telecom

Headquartered in Brasilia, Brazil, Brasil Telecom Participacoes
SA -- http://www.brasiltelecom.com.br-- is a holding company
that conducts substantially all of its operations through its
wholly owned subsidiary, Brasil Telecom SA.  The fixed-line
telecommunications services offered to the company's customers
include local services, including all calls that originate and
terminate within a single local area in the region, as well as
installation, monthly subscription, measured services, public
telephones and supplemental local services; intra-regional long-
distance services, which include intrastate and interstate
calls; interregional and international long-distance services;
network services, including interconnection and leasing; data
transmission services; wireless services, and other services.

                        *     *     *

To date, Brasil Telecom carries Moody's Investors Service's Ba1
senior unsecured and credit default swap ratings.


COMPANHIA SIDERURGICA: To Finish Long Steel Plant by Year End
-------------------------------------------------------------
Companhia Siderurgica Nacional said in a filing with the Sao
Paulo Bovespa Stock Exchange that it expects to wrap up works at
its long steel plant project by the end of 2008.

Reports say that in August 2006, the company disclosed plans to
include long steel products, like rebar and wire rods, to its
production portfolio.

In a presentation to financial services firm Morgan Stanley,
Companhia Siderurgica said that the objective of the plant is to
establish new businesses and markets.  The company expects
295,000 tons per year in rebar production and 205,000 tons per
year in wire rods from the total output, Business News Americas
says.

According to BNamericas, investments in the venture would likely
amount to US$113 million.

BNAmericas reports that Companhia Siderurgica has a crude steel
capacity of 5.6 million tons per year at its mill in Volta
Redonda city, Rio de Janeiro.  

Headquartered Sao Paolo, Brazil, Companhia Siderurgica Nacional
S.A. -- http://www.csn.com.br/-- produces, sells, exports and  
distributes steel products, like hot-dip galvanized sheets, tin
mill products and tinplate.  The company also runs its own iron
ore, manganese, limestone and dolomite mines and has strategic
investments in railroad companies and power supply projects.  
The group also operates in Portugal and the U.S.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 27, 2007, Standard & Poor's Ratings Services revised its
outlook on Brazil-based steel maker Companhia Siderurgica
Nacional and related entity National Steel S.A. to positive from
stable.  At the same time, Standard & Poor's affirmed its 'BB'
corporate credit rating on CSN and its 'B+' rating on NatSteel.


DELPHI CORP: Wants Bankruptcy Ct. to Keep Stay of ERISA Lawsuit
---------------------------------------------------------------
Delphi Corporation asks the U.S. Bankruptcy Court for the
Southern District of New York to deny a request by three former
employees to allow them to commence a lawsuit against Delphi
under the Employee Retirement Income Security Act.

Jimmy Mueller, David Gargis, and Keith Livingston want the
automatic stay under Section 362 of the Bankruptcy Code lifted
so that they could pursue claims against Delphi in the U.S.
District Court for the Northern District of Alabama.  Section
362 bars parties from filing lawsuits against companies
undergoing Chapter 11 reorganization.

Messrs. Mueller, Gargis, and Livingston said they agreed to be
transferred from being hourly employees to salaried employees
because certain high level managers made a promise that the
employees could retransfer to hourly employment at any any time.  
They were also assured that they would not lose years of service
as hourly employees, hence their pension benefits would not be
affected.  They sought to go back to being hourly employees, but
the Debtor refused to allow the transfers.

According to Delphi, Messrs. Mueller, Gargis and Livingston are
current or former non-degreed quality reliability engineers
employed at Delphi's production facility in Athens, Alabama.  
They sought to return to hourly-employee status so that they may
participate in one of the special hourly attrition programs
negotiated by the UAW, Delphi, and General Motors Corp.

"Delphi was decreasing, not increasing, the hourly workforce,
and was not willing to incur increased incentive attrition
program costs or to hire three replacements for the three
salaried positions," John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, explains.

Delphi asserts that it has sole discretion to determine whether
regular, full-time salaried employees will be transferred to
hourly status.

"The lawsuit that the [Messrs. Mueller, Gargis, and Livingston]
are contemplating is precisely the kind of postpetition
litigation against a debtor that the automatic stay was intended
to preclude," Mr. Butler contends.  "As a threshold matter,
[Messrs. Mueller, Gargis, and Livingston] have failed to carry
their burden to provide an initial showing that cause exists
under [Section 362(d)(1) of the Bankruptcy Code] to lift the
automatic stay . . . [Messrs. Mueller, Gargis, and Livingston]
have offered only a series of unsupported conclusory
pronouncements," he argues.

In the complaint they propose to file in the Alabama District
Court, the three employees seek a court order that allows each
of them the same benefits to which hourly employees are allowed
and have been allowed since the date of their requests for
retransfer.  Messrs. Mueller, Gargis, and Livingston's sought
benefits include those provided under the 2006 UAW-GM-Delphi
Special Attrition Programs or the 2007 program provided in the
June 22, 2007 memorandum of understanding among the UAW, Delphi,
and GM, Mr. Butler notes.  The Bankruptcy Court, however, has
retained exclusive jurisdiction over the UAW Settlement
Agreement and matters related thereto.  Thus, the Bankruptcy
Court is the only forum in which the Messrs. Mueller, Gargis,
and Livingston may properly file their Draft Complaint, Mr.
Butler asserts.

Delphi asks the Bankruptcy Court to deny Messrs. Mueller,
Gargis, and Livingston's request.

                        About Delphi Corp.

Headquartered in Troy, Michigan, Delphi Corporation (PINKSHEETS:
DPHIQ) -- http://www.delphi.com/-- is the single supplier of
vehicle electronics, transportation components, integrated
systems and modules, and other electronic technology.  The
company's technology and products are present in more than 75
million vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
March 31, 2007, the Debtors' balance sheet showed
US$11,446,000,000 in total assets and US$23,851,000,000 in total
debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.

(Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2008,
Moody's Investors Service assigned ratings to Delphi Corporation
for the company's financing for emergence from Chapter 11
bankruptcy protection:

   * Corporate Family Rating of (P)B2;
   * US$3.7 billion of first lien term loans, (P)Ba3; and
   * US$0.825 billion of 2nd lien term debt, (P)B3.  

In addition, a Speculative Grade Liquidity rating of SGL-2
representing good liquidity was assigned.  Moody's said the
outlook is stable.

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Standard & Poor's Ratings Services expects to assign its 'B'
corporate credit rating to Troy, Michigan-based automotive
supplier Delphi Corp. upon the company's emergence from Chapter
11 bankruptcy protection, which may occur by the end of the
first quarter of 2008.  S&P expects the outlook to be negative.  
In addition, Standard & Poor's expects to assign these
issue-level ratings:

   * a 'B+' issue rating (one notch above the corporate credit
     rating), and '2' recovery rating to the company's proposed
     US$3.7 billion senior secured first-lien term loan; and

   * a 'B-' issue rating (one notch below the corporate credit
     rating), and '5' recovery rating to the company's proposed
     US$825 million senior secured second-lien term loan.




GERDAU SA: 2007 Fin'l Results Meet Expectations, Says Brascan
-------------------------------------------------------------
Gerdau SA's financial results for 2007 met expectations,
Business News Americas reports, citing brokerage Brascan
Corretora.

As reported in the Troubled Company Reporter-Latin America on
Feb. 15, 2008, Gerdau reported consolidated net income of BRL4.3
billion for the 2007 fiscal year, an increase of 1.1% over 2006.  

Brascan said in a report, "Overall we observed growth in the
company's net revenue, as well as in its cash generation,"
according to BNamericas.  A strong demand growth in Brazil,
mainly from the civil construction segment is good for Gerdau,
BNamericas says, citing Brascan Corretora.  BNamericas notes
that shipments to the local market increased 16% in 2007 from
2006 and, this year, shipments will grow 10%.

Brascan Corretora told BNamericas that increased use of Gerdau's
iron ore sources at Brazilian operations "tends to ensure
sustainability or even an improvement of its margin in Brazil."

Gerdau's Latin American operations have not been performing well
due to economic problems in the countries where the steelmaker
operates or due to problems related to the operations,
BNamericas states, citing Brascan Corretora.

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, India and the
United States.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 26, 2007, Moody's Investors Service affirmed Gerdau S.A.'s
Ba1 corporate family rating and stable outlook.


GERDAU AMERISTEEL: CAIB Research Keeps Sector Outperform Rating
---------------------------------------------------------------
CAIB Research analysts have kept their "sector outperform"
rating on Gerdau Ameristeel Corp.'s shares, Newratings.com
reports.

Newratings.com relates that the target price for Gerdau
Ameristeel's shares was increased to US$17.00 from US$16.50.

CAIB Research said in a research note that Gerdau Ameristeel's
fourth quarter 2007 results, excluding one-time items, were
"broadly in-line with the estimates."

CAIB Research told Newratings.com that the increase in finished
steel prices would "more than offset by an increase in scrap
costs for Gerdau Ameristeel."

Gerdau Ameristeel's short-term prospects seem bright.  Its
shipments would continue to strengthen, Newratings.com states,
citing CAIB Research.

Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) -- http://www.ameristeel.com/-- is a
mini-mill steel producer in North America.  Through its
vertically integrated network of 17 mini-mills, 17 scrap
recycling facilities and 52 downstream operations, Gerdau
Ameristeel serves customers throughout North America.  The
company's products are sold to steel service centers, steel
fabricators, or directly to original equipment manufactures for
use in a variety of industries, including construction, cellular
and electrical transmission, automotive, mining and equipment
manufacturing.  Gerdau Ameristeel is a unit of Brazilian firm
Gerdau SA.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 26, 2007,
Moody's Investors Service affirmed the ratings of Gerdau
Ameristeel Corporation including its 'Ba1' Corporate Family
Rating and Probability of Default Rating, as well as the US$405
million Senior Unsecured Regular Bond issued.  Moody's outlook
for all ratings is stable.  Moody's also affirmed Gerdau
Brazil's (fictitious entity representing the Brazilian
operations of Gerdau S.A. Comprising Gerdau Acominas S.A.,
Gerdau Acos Longos S.A., Gerdau Acos Especiais S.A., and Gerdau
Comercial de Acos SA) Ba1 Global Local Currency Corporate Family
Rating.


GERDAU AMERISTEEL: Unit Buying Century Steel for US$151.5 Mln
-------------------------------------------------------------
Pacific Coast Steel, a Gerdau Ameristeel Corporation joint
venture, signed a definitive agreement to acquire all the assets
of Century Steel Inc. for consideration totaling US$151.5
million.

The transaction, which is subject to customary closing
conditions, including regulatory approval, is expected to close
before the end of the first quarter.

"This transaction supports our strategy for continued growth in
the downstream business," J. Neal McCullohs, vice president of
commercial and downstream operations for Gerdau Ameristeel,
remarked.  "Century is a fine company with a long history of
success in the fabrication and in-place business.  With proven
leadership, superior customer service, and excellent fabrication
facilities, they will bring immediate value to our PCS joint
venture, well as the Gerdau Ameristeel mills."

Gerdau Ameristeel also disclosed that, concurrently with the
acquisition of Century, Gerdau Ameristeel will pay approximately
$68 million to increase its equity participation in the PCS
joint venture to approximately 84%.

"Our venture on the west coast has been extremely successful and
we are excited about the opportunities Century brings and about
our increasing participation in the venture," Mario Longhi,
president and CEO of Gerdau Ameristeel commented.  "As with PCS,
we found that CSI has a strong management team with core values
consistent with ours.  The transaction is expected to be
immediately accretive to our earnings."

                     About Century Steel Inc.

Headquartered in Las Vegas, Nevada, Century Steel Inc. operates
reinforcing and structural steel contracting businesses in
Nevada, California, Utah and New Mexico.  With fabrication
facilities' that have an annual capacity in excess of 250,000
tons per year, CSI participates in virtually all segments of the
marketplace in the western United States.

                    About Gerdau Ameristeel
    
Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) -- http://www.ameristeel.com/-- is a
mini-mill steel producer in North America.  Through its
vertically integrated network of 17 mini-mills, 17 scrap
recycling facilities and 52 downstream operations, Gerdau
Ameristeel serves customers throughout North America.  The
company's products are sold to steel service centers, steel
fabricators, or directly to original equipment manufactures for
use in a variety of industries, including construction, cellular
and electrical transmission, automotive, mining and equipment
manufacturing.  Gerdau Ameristeel is a unit of Brazilian firm
Gerdau SA.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 26, 2007,
Moody's Investors Service affirmed the ratings of Gerdau
Ameristeel Corporation including its 'Ba1' Corporate Family
Rating and Probability of Default Rating, as well as the US$405
million Senior Unsecured Regular Bond issued.  Moody's outlook
for all ratings is stable.  Moody's also affirmed Gerdau
Brazil's (fictitious entity representing the Brazilian
operations of Gerdau S.A. Comprising Gerdau Acominas S.A.,
Gerdau Acos Longos S.A., Gerdau Acos Especiais S.A., and Gerdau
Comercial de Acos SA) Ba1 Global Local Currency Corporate Family
Rating.


GERDAU SA: 2007 Fin'l Results Meet Expectations, Says Brascan
-------------------------------------------------------------
Gerdau SA's financial results for 2007 met expectations,
Business News Americas reports, citing brokerage Brascan
Corretora.

As reported in the Troubled Company Reporter-Latin America on
Feb. 15, 2008, Gerdau reported consolidated net income of BRL4.3
billion for the 2007 fiscal year, an increase of 1.1% over 2006.  

Brascan said in a report, "Overall we observed growth in the
company's net revenue, as well as in its cash generation,"
according to BNamericas.  A strong demand growth in Brazil,
mainly from the civil construction segment is good for Gerdau,
BNamericas says, citing Brascan Corretora.  BNamericas notes
that shipments to the local market increased 16% in 2007 from
2006 and, this year, shipments will grow 10%.

Brascan Corretora told BNamericas that increased use of Gerdau's
iron ore sources at Brazilian operations "tends to ensure
sustainability or even an improvement of its margin in Brazil."

Gerdau's Latin American operations have not been performing well
due to economic problems in the countries where the steelmaker
operates or due to problems related to the operations,
BNamericas states, citing Brascan Corretora.

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, India and the
United States.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 26, 2007, Moody's Investors Service affirmed Gerdau S.A.'s
Ba1 corporate family rating and stable outlook.


SITEL WORLDWIDE: To Launch Customer Care Facility in Nicaragua
--------------------------------------------------------------
Sitel Worldwide Corp. will open a customer care facility in
Managua, Nicaragua, in April 2008.  Sitel's new multi-channel
contact center will strengthen the company's ability to provide
high-quality, multilingual customer care and technical support
solutions to leading companies worldwide.  The 14,747-square-
foot facility located at Torre Invercasa No. II, Frente al
Colegio la Salle, is expected to staff more than 250 associates
with the capacity for an additional 180 seats.  Sitel's recent
expansion to Nicaragua demonstrates growing demand among Sitel
clients for Latin America-based contact center support.

"Latin America is a key part of the growing near-shore horizon
to support English and Spanish bilingual customers in North
America," said Dave Garner, Sitel's Chief Executive Officer.  
"Nicaragua offers a talented bilingual workforce to support our
clients.  We're proud to expand Sitel's presence in the region."

Latin America is becoming the world's next BPO hot spot due to
the region's unique ability to offer dynamic, multilingual
contact center services for a wide range of global markets.  
Driving market forces include:

    * U.S. companies seeking BPO services in close proximity and
      time zone, as well as workforces with a similar business
      culture and strong English- and Spanish-speaking skills;

    * Spanish language companies looking to global sourcing
      options for affordable customer support services and
      skilled Spanish-speaking customer care agents; and

    * Global businesses looking to diversify beyond the confines
      of the traditional sourcing markets such as the
      Philippines and India, which are feeling the pressure of
      maturing competition for skilled labor.

For more information, please visit Sitel online to read the
white paper "Latin America: The Next India?" Additionally, Sitel
offers a podcast by the same title featuring commentary by
global outsourcing expert and Datamonitor Analyst Peter Ryan.

""As a rapidly emerging BPO center, Latin America offers a
logical and affordable choice for businesses looking to
outsource their customer care," said Mr. Ryan.  "The factors
driving market growth in this part of the world include the
availability of a skilled labor pool and the liberalization of
domestic economies.  Companies, including Sitel, with Latin
America-based operations offer their clients a competitive
advantage."

Headquartered in Nashville, Tennessee, Sitel Worldwide Corp. --
http://www.sitel.com/-- is a customer care business process   
outsourcing vendor for voice services.  It competes with larger
multinational companies (i.e. EDS, Accenture, and IBM) and a
host of like size companies (including Convergys, West,
Teletech, and Sykes) in the customer care call center and
business process outsourcing industry.  The company has an
approximate 80:20 ratio of on/near shore to off shore operating
capacit and operates more than 155 locations in 27 countries,
including Brazil, Mexico and the Philippines.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 18, 2008, Moody's Investors Service affirmed Sitel
Worldwide Corp.'s B2 Corporate family rating, B3 Probability of
default rating, US$85 million first lien revolving credit
facility at B2 rating  and US$675 million first lien term
loan at B2 rating.  Moody's also changed the outlook to negative
from stable due to the company's weak liquidity position, which
may require the company to seek relief in an available equity
cure under its credit agreement from its shareholders.


UAL CORP: Continental Air Merger Discussions in "Advanced" Stage
----------------------------------------------------------------
United Airlines and Continental Airlines are in "advanced
negotiations" for a possible consolidation, Julie Johnsson at
the Chicago Tribune reports.

According to Ms. Johnsson, the two carriers are poised to
quickly seal the deal, if Delta Airlines and Northwest Airlines
merge.  However, United still hasn't ruled out the possibility
of a tie-up with Delta, if Delta is unable to overcome labor
differences with Northwest, Ms. Johnsson notes.

As widely reported, Delta and United discussed a potential
merger last month, but Delta CEO Richard Anderson made it clear
that he preferred Northwest, his former employer and a close
partner in the global SkyTeam alliance.

Both Continental and Delta have large bases in New York -- where
United is weak --  and strong networks to Europe and Latin
American that would fit well with United's "robust" trans-
Pacific routes, Ms. Johnsson says.

Last year, United and Continental seriously considered a merger
but the talks foundered when the carriers were unable to agree
on which management team would lead the combined carrier,
according to the Tribune.

                    About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/   
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more
than 2,900 daily departures throughout the Americas, Europe and
Asia, serving 144 domestic and 139 international destinations.  
More than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No.
153 Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *     *

Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings
of UAL Corp. and its principal operating subsidiary United
Airlines Inc. at B-.


UAL CORP: Court Approves Transfer of Escrow Funds to UMB Bank
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois  
authorized and directed U.S. Bank National Association
to transfer the Escrow Funds related to the bankruptcy case of
UAL Corpoartion and its debtor-affiliates, plus any interest
that has accrued, to UMB Bank, N.A.

                UMB Wants Transfer of Escrowed Funds

UMB Bank, N.A., sought the Court's authority to transfer certain
escrow funds, plus any interest that has accrued, from U.S. Bank
National Association, to UMB.

UMB is the successor to U.S. Bank under a (i) supplemental and
restated indenture of mortgage and deed of trust dated Oct. 1,
1984, between the Regional Airports Improvement Corporation and
Crocker National Bank, and (ii) a third supplemental indenture
of mortgage and deed of trust dated October 1, 1992, between the
Regional Airports Improvement Corporation and First Trust of
California, N.A.

Pursuant to a prepaid capital lease rental escrow agreement
between United Air Lines, Inc., and U.S. Bank dated Nov. 14,
2002, U.S. Bank held, and continues to hold, funds deposited by
the City of Los Angeles.

At the time of the parties' execution of the Escrow Agreement,
the funds totaled US$19,852,109, Mark F. Hebbeln, Esq., at
Hennigan, Bennett Dorman LLP, in Los Angeles, California, told
Judge Eugene R. Wedoff.  However, as of Nov. 30, 2007, the
Escrow Funds totaled US$21,842,159.

According to Mr. Hebbeln, the Escrow Agreement provides that if
for any reason the Trustee is removed or resigns as trustee
under
the Indenture, the Trustee will also resign or be removed as
trustee under the Escrow Agreement.  Any successor Trustee under
the Indenture will be the successor Trustee under the Escrow
Agreement, Mr. Hebbeln points out.

Consistent with the provision, Mr. Hebbeln noted, when U.S. Bank
was removed as trustee under the Indenture, it was also removed,
and succeeded by UMB, as trustee under the Escrow Agreement.

UMB has requested U.S. Bank to transfer the Escrow Funds to UMB
-- an act that UMB believes to be ministerial in nature -- as it
is the successor to U.S. Bank as trustee under the Escrow
Agreement and the party charged with holding the Escrow Funds,
Mr. Hebbeln told the Court.

Consequently, U.S. Bank informed UMB that it does not object to
the transfer of funds.

                      U.S. Bank Responds

Mark E. Leipold, Esq., at Gould & Ratner LLP, in Chicago,
Illinois, representing U.S. Bank, National Association, stated
that the Escrow Agreement provides that if the escrow agent is
removed or resigns as trustee under the indenture, the Escrow
Agent will also resign or be removed as Escrow Agent under the
Escrow Agreement.

However, the Escrow Agreement provides that if the Escrow Agent
is removed or resigns for any reason, United Airlines, Inc.,
will
promptly appoint a successor escrow agent, Mr. Leipold tells the
Court.

Mr. Leipold relates that following its succession as Indenture
Trustee under the indenture, UMB Bank, N.A., asked U.S. Bank to
transfer the Escrow Funds to UMB.

Because the Escrow Agreement requires United's participation in
the appointment of a successor escrow agent, U.S. Bank responded
to UMB by asking for evidence that United has appointed UMB as
successor escrow agent, or that United had otherwise agreed that
the Escrow Funds could be transferred to UMB.

The evidence was never provided to U.S. Bank, Mr. Leipold told
Judge Wedoff.  Nevertheless, U.S. Bank will turn over the Escrow
Funds to UMB, if ordered by the Court, Mr. Leipold states.

However, Mr. Hebbeln explains, because the Escrow Funds are
currently the subject of a dispute between United and UMB, U.S.
Bank prefers to obtain from the Court authorization of the
transfer.

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No.
153 Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *     *

Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings
of UAL Corp. and its principal operating subsidiary United
Airlines Inc. at B-.



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


AMARANTH GLOBAL: Sets Final Shareholders' Meeting for March 4
-------------------------------------------------------------
Amaranth Global Equities Master Fund Limited will hold its final
shareholders' meeting on March 4, 2008, at 10:30 a.m. at the
registered office of the company.

These matters will be taken up during the meeting:

          1) approval of the conduct of the liquidation
             by the liquidators, S.L.C. Whicker and
             K. Beighton;

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

          3) accounting on the manner of winding up and how
             the property of the company has been disposed
             of as at the date of the final meeting and to
             approve such accounts; and

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

Amaranth Global's shareholders decided on Feb. 4, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

            S.L.C. Whicker and K. Beighton
            Attn: Blair Houston
            P.O. Box 493, Grand Cayman KY1-1106
            Cayman Islands
            Telephone: 345-914-4334 / 345-949-4800
            Fax: 345-949-7164


BLACKSTONE INVESTMENTS: Final Shareholders Meeting on March 4
-------------------------------------------------------------
Blackstone Investments Limited will hold its final shareholders
meeting on March 4, 2008, at Cititrust (Cayman) Limited, CIBC
Financial Center, George Town, Grand Cayman.

These matters will be taken up during the meeting:

          1) accounting of the winding-up process; and
          2) giving explanation thereof.

Blackstone Investments' shareholders decided on Jan. 24, 2008,
to place the company into voluntary liquidation under The
Companies Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

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


DB ASTWOOD: Proofs of Claim Filing Is Until March 3
---------------------------------------------------
DB Astwood Investments Limited's creditors have until March 3,
2008, to prove their claims to Jeremy Simon Spratt and Finbarr
Thomas O'Connell, 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.

DB Astwood's shareholder decided on Jan. 11, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

           Jeremy Simon Spratt and Finbarr Thomas O'Connell
           Attn: Jacqueline Edwards
           KPMG LLP, 8 Salisbury Square
           London EC4Y 8BB, United Kingdom
           Telephone: +44 (0) 20 7311 8563
           Fax: +44 (0) 20 7694 3533


DB WILSTEAD: Proofs of Claim Filing Ends on March 3
---------------------------------------------------
DB Wilstead Investments Limited's creditors have until March 3,
2008, to prove their claims to Jeremy Simon Spratt and Finbarr
Thomas O'Connell, 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.

DB Wilstead's shareholder decided on Jan. 11, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

           Jeremy Simon Spratt and Finbarr Thomas O'Connell
           Attn: Jacqueline Edwards
           KPMG LLP, 8 Salisbury Square
           London EC4Y 8BB, United Kingdom
           Telephone: +44 (0) 20 7311 8563
           Fax: +44 (0) 20 7694 3533


EMPIRE INT'L: Sets Final Shareholders' Meeting for March 4
----------------------------------------------------------
Empire International Ltd. will hold its final shareholders'
meeting on March 4, 2008, at Cititrust (Cayman) Limited, CIBC
Financial Center, George Town, Grand Cayman.

These matters will be taken up during the meeting:

          1) accounting of the winding-up process; and
          2) giving explanation thereof.

Empire International's shareholders decided on Jan. 24, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

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


KUHN LIMITED: Sets Final Shareholders' Meeting for March 4
----------------------------------------------------------
Kuhn Limited will hold its final shareholders' meeting on
March 4, 2008, at Cititrust (Cayman) Limited, CIBC Financial
Center, George Town, Grand Cayman.

These matters will be taken up during the meeting:

          1) accounting of the winding-up process; and
          2) giving explanation thereof.

Kuhn's shareholders decided on Jan. 24, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

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


TELEWEB INC: Proofs of Claim Filing Deadline Is March 1
-------------------------------------------------------
Teleweb, Inc.'s creditors have until March 1, 2008, 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.

Teleweb's shareholder decided on Jan. 17, 2008, 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 and Derrie Boggess
           c/o Walkers SPV Limited
           Walker House, 87 Mary Street
           George Town, Grand Cayman, KY1-9002
           Cayman Islands
           Telephone: (345) 914-6305


TORINOS CAPITAL: Final Shareholders' Meeting Is on March 14
-----------------------------------------------------------
Torinos Capital Ltd. will hold its final shareholders' meeting
on March 4, 2008, at Cititrust (Cayman) Limited, CIBC Financial
Center, George Town, Grand Cayman.

These matters will be taken up during the meeting:

          1) accounting of the winding-up process; and
          2) giving explanation thereof.

Torinos Capital's shareholders decided on Jan. 24, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

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


TROPHOS INVESTMENTS: Final Shareholders' Meeting Is on March 4
--------------------------------------------------------------
Trophos Investments Ltd. will hold its final shareholders
meeting on March 4, 2008, at Cititrust (Cayman) Limited, CIBC
Financial Center, George Town, Grand Cayman.

These matters will be taken up during the meeting:

          1) accounting of the winding-up process; and
          2) giving explanation thereof.

Trophos Investments' shareholders decided on Jan. 24, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

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



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


QUEBECOR WORLD: U.S. Trustee Revises Creditors' Committee
---------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, changed
Abitibi-Consolidated Inc. to Abitibi Consolidated Sales Corp.

The Committee is now composed of:

   (1) Wilmington Trust Company
       Attn: Suzanne Macdonald
       520 Madison Avenue, 33rd floor
       New York, NY 10022
       Tel: (212) 415-0500

   (2) Pension Benefit Guaranty Corp.
       Attn: Suzanne Kelly
       1200 K Street, NW
       Washington, DC 20005
       Tel: (212) 326-4070 x6367

   (3) The Bank of New York Mellon
       Attn: David M. Kerr
       101 Barclay Street - 8 West
       New York, NY 10286
       Tel: (212) 815-5650
  
   (4) MEGTEC Systems Inc.
       Attn: Gregory R. Linn
       830 Prosper Rd.
       De Pere, WI 54115
       Tel: (920) 337-1568

   (5) Abitibi Consolidated Sales Corp.
       Attn: Madeleine Fequiere
       1155 Metcalfe Street, Suite 800
       Montreal, Quebec
       H3B 5H2 CANADA
       Tel: (514) 394-3638

   (6) International Paper Company
       Attn: Steve K. Dunn
       6285 Tri-Ridge Blvd.
       Loveland, OH 45140
       Tel: (513) 965-2943
      
   (7) Cellmark Paper, Inc.
       Attn: Dominick J. Merole
       300 Atlantic Street
       Stamford, CT 06901
       Tel: (203) 251-9026

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtor is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market     
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.  In Canada it has 17
facilities in five provinces, through which it offers a mix of
printed products and related value-added services to the
Canadian market and internationally.  

Quebecor World has approximately 27,500 employees working in
more than 120 printing and related facilities in the United
States, Canada, Argentina, Austria, Belgium, Brazil, Chile,
Colombia, Finland, France, India, Mexico, Peru, Spain, Sweden,
Switzerland and the United Kingdom.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March
2007, it sold its facility in Lille, France.  Quebecor World
(USA) Inc. is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  They obtained creditor protection until Feb. 20,
2008.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of   
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.  The company has until May 20, 2008, to file a
plan of reorganization in the Chapter 11 case.  The Debtors'
CCAA stay expires on Feb. 20, 2008.  (Quebecor World Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service assigned a Ba2 rating
to the US$400 million super priority senior secured revolving
term loan facility of Quebecor World Inc. as a Debtor-in-
Possession.  The related US$600 million super priority senior
secured term loan was rated Ba3 (together, the DIP facilities).  
The RTL's better asset value coverage relative to the TL
accounts for the ratings' differential.


QUEBECOR WORLD: Wants to Pay Accrued Prepetition Commissions
------------------------------------------------------------
Quebecor World Inc. and its affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's approval to pay
accrued prepetition commissions due and owing as of Feb. 1,
2008, to their sales representatives.

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
relates that the Debtors' sales representatives are located in
plants or in regional offices throughout North America, Europe
and Latin America, and customers are able to coordinate
simultaneous printing throughout the Debtors' network through a
single sales representative.  The Debtors' sales representatives
are compensated primarily on a commission basis and are paid
from 30 to 90 days after a sale actually occurred.  Accordingly,
the sales representatives may go for long periods without
receiving commissions, at which point they may be entitled to
several months worth of commissions.   

According to Mr. Canning, the Debtors owe 59 sale
representatives, as of Feb. 1, US$1,792,993.  Of this amount,
US$1,234,641 reflects amounts in excess of US$10,950 per
employee, with the proposed prepetition payments per employee
ranging from US$933 to US$117,868.

Mr. Canning says that if the Debtors are unable to immediately
make the payments, these commissioned employees may seek
alternative employment, which would seriously hamper the
Debtors' reorganization efforts.

While these payments sought to be authorized exceed the $10,950
priority limitation per employee contained in Section 507(a)(4)
of the Bankruptcy Code, Mr. Canning asserts that these payments
are authorized by Section 105 because they are critical to the
maintenance of a strong and dedicated work force.

The Debtors say they will make available to the Office of the
United States Trustee and counsel to the Official Committee of
Unsecured Creditors a schedule showing for each employee
scheduled to receive sales commissions on Feb. 1, 2008, the
amount of payment and the amount of additional compensation
previously received by the employee on account of 2007.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market     
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.  In Canada it has 17
facilities in five provinces, through which it offers a mix of
printed products and related value-added services to the
Canadian market and internationally.

Quebecor World has approximately 27,500 employees working in
more than 120 printing and related facilities in the United
States, Canada, Argentina, Austria, Belgium, Brazil, Chile,
Colombia, Finland, France, India, Mexico, Peru, Spain, Sweden,
Switzerland and the United Kingdom.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March
2007, it sold its facility in Lille, France.  Quebecor World
(USA) Inc. is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  They obtained creditor protection until Feb. 20,
2008.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of   
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.  The company has until May 20, 2008, to file a
plan of reorganization in the Chapter 11 case.  The Debtors'
CCAA stay expires on Feb. 20, 2008.  (Quebecor World Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008 Moody's Investors Service assigned a Ba2 rating to
the US$400 million super priority senior secured revolving term
loan facility of Quebecor World Inc. as a Debtor-in-Possession.  
The related US$600 million super priority senior secured term
loan was rated Ba3 (together, the DIP facilities).  The RTL's
better asset value coverage relative to the TL accounts for the
ratings' differential.



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


ALCATEL-LUCENT SA: Supports AT&T's Wireless Network Expansion
-------------------------------------------------------------
Alcatel-Lucent has signed an agreement to support the expansion
of AT&T's Universal Mobile Telecommunications Service/High Speed
Packet Access (UMTS/HSPA) wireless network.  The expansion
includes the deployment of Alcatel-Lucent's UMTS/HSDPA
Distributed NodeB solution, which provides operators with the
flexibility to deploy third-generation radio network elements in
a wide array of locations including the sides of buildings,
existing cell sites, remote locations and more, helping
operators build out their networks more quickly and cost-
effectively.

This advanced mobile network project will enable AT&T to expand
capacity while offering sophisticated next-generation services,
including advanced multimedia, mobile broadband and converged
services such as audio and video streaming, video sharing and
high-speed mobile Internet access on 3G handsets.  The
technology also will help decrease AT&T's operating expenditures
due to the cost saving features of this compact, easy-to-deploy,
low-power solution.

As part of the agreement -- which builds on Alcatel-Lucent's
November 2004 UMTS/HSPA supply agreement with AT&T -- Alcatel-
Lucent has expanded the end-to-end, turnkey UMTS/HSPA solution,
including messaging, voice switching and network applications
and services.  Alcatel-Lucent also has previously supplied AT&T
with an IP Multimedia Subsystem service delivery solution --
TDM, ATM and MPLS networking solutions, as well as ADSL/VDSL
broadband access and optical advanced platforms.

"Alcatel-Lucent has had a longstanding relationship with AT&T,"
said Alcatel-Lucent's Americas business President, Cindy
Christy.  "The introduction of our Distributed NodeB reinforces
Alcatel-Lucent's worldwide leadership in mobile broadband,
highlights our strong footprint in the North America market and
underscores our commitment to helping service providers
transform their services, network and business to profitably
increase voice and data penetration, and enable mass-market
wireless broadband."

                     About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent S.A. --
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, Indonesia, Australia, Brunei and
Cambodia.

                          *     *     *

As reported on Nov. 9, 2007, Moody's Investors Service
downgraded to Ba3 from Ba2 the Corporate Family Rating of
Alcatel-Lucent.  The ratings for senior debt of the group were
equally lowered to Ba3 from Ba2 and the trust preferred notes of
Lucent Technologies Capital Trust I have been downgraded to B2
from B1.  At the same time, Moody's affirmed its Not-Prime
rating for short-term debt of Alcatel-Lucent.  Moody's said the
outlook for the ratings is stable.

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 SA: Deploys IP Solutions at Gloucestershire Hotel
----------------------------------------------------------------
Alcatel-Lucent's OmniPCX Enterprise platform IP telephony
solutions have been deployed at the new Cotswold Water Park Four
Pillars Hotel in Gloucestershire, United Kingdom.  The
installation, which was carried out by the company's business
partner NextiraOne UK, enables the four-star hotel to offer an
exceptional standard of guest services and provides staff with
improved internal communications.

All 219 bedrooms of the luxury resort are equipped with Alcatel-
Lucent digital handsets, providing ease of access to features
such as voicemail and wake-up services.  Conference rooms are
also fitted with Alcatel-Lucent handsets, while hotel managers
are equipped with Alcatel-Lucent DECT handsets, ensuring they
are always contactable regardless of their location in the
hotel.

Cotswold Water Park Four Pillars Hotel is also utilising the new
solution to manage and bill calls more effectively and
accurately.  The Alcatel-Lucent platform not only serves the
hotel guests and administration, but also links the hotel to the
head office and a centralised reservation contact centre.  This
allows Four Pillars to benefit from free internal calls between
the three centres, resulting in significant cost savings and
streamlining the hotel group's communications.

The hotel opted for the Alcatel-Lucent and NextiraOne UK
offering based on the companies' considerable experience in the
hospitality sector, and due to the dynamic and future proof
nature of the communications solution.

"Not only does the new Alcatel-Lucent solution enable our staff
to provide guests with superior services, it has also helped us
improve staff collaboration," said financial director of the
Four Pillars Hotel Group, Rex Clayton. "As an expanding hotel
company, we are continuing to grow and improve the services we
offer our customers.  The Alcatel-Lucent solution provides us
with the flexibility to accommodate this growth and can be
easily extended to cover new facilities, such as our new food
outlet due to open in 2008."

"The Cotswold Water Park Four Pillars Hotel has been quick to
utilise IP telephony to give customers immediate access to staff
for all their needs, providing an excellent customer
experience," said Alcatel-Lucent's regional support centre
director for enterprise activities in the UK and Ireland, Peter
Tebbutt.  "By leveraging its investment in IP telephony, the
hotel is able to integrate its network, people, processes and
collected knowledge of the staff to enhance its overall guest
experience."

"The hotel and leisure industry recognises the operational and
cost-reduction benefits that IP telephony can bring. NextiraOne
has strong expertise in delivering both large and small IP
installations across Europe, so we were able to extend our
expertise to Cotswold Water Park Four Pillars Hotel," said
NextiraOne managing director for UK and Ireland, Steven Skakel.  
"The group can now look forward to smoother operability and
further enhanced customer service."

                      About NextiraOne

Headquartered in Paris, NextiraOne-- http://www.nextiraone-
eu.com -- is a European expert in communications services.  The
company designs, installs, maintains and supports its customers'
communications needs from voice to mobility, security and
applications.  It provides seamless, end-to-end communications
solutions working with the leading technology vendors in the
industry to deliver maximum business benefit to its customers.

                    About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent S.A. --
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, Indonesia, Australia, Brunei and
Cambodia.

                          *     *     *

As reported on Nov. 9, 2007, Moody's Investors Service
downgraded to Ba3 from Ba2 the Corporate Family Rating of
Alcatel-Lucent.  The ratings for senior debt of the group were
equally lowered to Ba3 from Ba2 and the trust preferred notes of
Lucent Technologies Capital Trust I have been downgraded to B2
from B1.  At the same time, Moody's affirmed its Not-Prime
rating for short-term debt of Alcatel-Lucent.  Moody's said the
outlook for the ratings is stable.

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 SA: Providing Brasil Telecom Network Platform
------------------------------------------------------------
Alcatel-Lucent will provide Brasil Telecom Participacoes SA a
next generation network platform, Brasil Telecom said.

Business News Americas relates that Brasil Telecom is expanding
its next generation network due to a number portability that
will be implemented in August 2008.   The firm has been
operating this kind of platform in the Aguas Claras in Distrito
Federal for two years.

Alcatel-Lucent will have until August to install the platform in
Brasil Telecom's concession area, BNamericas notes.  Its
contract with Brasil Telecom covers:

          -- equipment,
          -- software, and
          -- services for implementation of the platform.

                    About Brasil Telecom

Headquartered in Brasilia, Brazil, Brasil Telecom Participacoes
SA -- http://www.brasiltelecom.com.br-- is a holding company
that conducts substantially all of its operations through its
wholly owned subsidiary, Brasil Telecom SA.  The fixed-line
telecommunications services offered to the company's customers
include local services, including all calls that originate and
terminate within a single local area in the region, as well as
installation, monthly subscription, measured services, public
telephones and supplemental local services; intra-regional long-
distance services, which include intrastate and interstate
calls; interregional and international long-distance services;
network services, including interconnection and leasing; data
transmission services; wireless services, and other services.

                       About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent S.A. --
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, Indonesia, Australia, Brunei and
Cambodia.

                          *     *     *

As reported in the TCR-Europe Nov. 9, 2007, Moody's Investors
Service downgraded to Ba3 from Ba2 the Corporate Family Rating
of Alcatel-Lucent.  The ratings for senior debt of the group
were equally lowered to Ba3 from Ba2 and the trust preferred
notes of Lucent Technologies Capital Trust I have been
downgraded to B2 from B1.  At the same time, Moody's affirmed
its Not-Prime rating for short-term debt of Alcatel-Lucent.
Moody's said the outlook for the ratings is stable.

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


SMURFIT KAPPA: Earns EUR166.4 Million in Year 2007
--------------------------------------------------
Smurfit Kappa Group Plc posted its annual financial results for
the year ended Dec. 31, 2007.

SKG reported net profit of EUR166.4 million on revenues of  
EUR7.27 billion for the year ended Dec. 31, 2007, compared with
a net loss of EUR153.62 million on EUR6.97 billion on revenues
for the year ended Dec. 31, 2006.

At Dec. 31, 2007, the group's balance sheet showed EUR8.74
billion in total assets, EUR6.55 billion in total liabilities
and EUR2.19 billion in total shareholders' equity.

               Capital Structure & Debt Reduction

SKG successfully returned to public equity markets through the
completion of an all primary IPO in March 2007.  The group
raised gross proceeds of EUR1.495 billion through a global
institutional offering.  Proceeds were applied to reduce debt
and optimize SKG's capital structure.

As a result of the IPO and the subsequent refinancing, SKG
achieved significant interest savings in terms of both cash and
PIK interest.  These savings amounted to around EUR115 million
in 2007 with a full year benefit of EUR150 million.

In July 2007, the Group successfully secured approval to amend
its senior credit facilities.  The amendment, together with a
successful cash tender offer for SKG's US dollar denominated
9.625% Senior Notes due 2012 and euro denominated 10.125% Senior
Notes due 2012, resulted in a further reduction in the group's
overall cost of debt of about EUR10 million per annum and gives
SKG greater financial flexibility.

In the third and fourth quarter, SKG's significant increase in
free cash flow further reduced net debt.  At Dec. 31, 2007,
SKG's net debt was EUR3.40 billion which compares to EUR3.61
million at June 30, 2007, and EUR4.88 billion at Dec. 31, 2006.

In November 2007, Smurfit Kappa Funding plc, a subsidiary of the
Group, filed with the US Securities and Exchange Commission to
terminate its duty under the Securities Exchange Act of 1934 to
file reports, thereby relieving it of the requirement to file
annual financial reports (Form 20-F) and other periodic
reports with the SEC.

The changes will have no impact on SKG's quarterly and annual
financial reports and will not reduce the current level of
financial disclosure provided by SKG.

In line with the objectives set at IPO, the financial focus of
the Group in 2007 has been leverage reduction.  At the end of
December, SKG delivered a net debt to EBITDA ratio of just under
3.2x, below the bottom end of the original target leverage range
it set itself at IPO of 3.25x to 4.25x.

"We are pleased to report strong earnings growth for 2007.  This
is the Group's first full year financial performance since its
successful IPO in March 2007," Gary McGann, SKG CEO commented.

"SKG has delivered EBITDA growth within the range of
expectations set at IPO, industry leading margins and has
exceeded both its leverage and synergy objectives.  This strong
performance reflects a generally positive price environment in
Europe, the continuing drive to maximize the benefits of the
merger and a strong contribution from the Group's Latin American
businesses," Mr. McGann added.

"Despite the uncertain economic outlook, our operations have
performed well year to date in an operating environment where
supply and demand are reasonably balanced. Assuming current
market conditions prevail, SKG expects modest EBITDA growth for
2008 together with continuing strong free cash flow generation,"
Mr. McGann concluded.

A full-text copy of SKG's financial results is available at
no charge at http://ResearchArchives.com/t/s?2820

                    About Smurfit Kappa Group

Headquartered in Dublin, Ireland, Smurfit Kappa Group --
http://www.smurfit-group.com/-- manufactures containerboard
containerboard and converts it into corrugated cases, folding
cartons, paper sacks, tubes, and composite cans. Other products
include boxboard, sack kraft paper, and printing and writing
paper.  The company produces 6 million tons of paper annually
and has 300 facilities worldwide.  In Latin America, the company
operates in Argentina, Brazil, Chile, Colombia, Costa Rica,
Dominican Republic, Ecuador, Mexico and Venezuela.

                          *    *    *

As of Feb. 18, 2008, Smurfit Kappa Group plc carries Moody's
long-term corporate family rating of 'Ba3' with stable outlook.

Standard & Poor's gave SKG 'BB-' rating for long-term foreign
issuer credit and 'BB-' rating on long-term local issuer credit
with stable outlook.



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


MILLICOM INTERNATIONAL: Kaupthing Bank Reaffirms Buy Rating
-----------------------------------------------------------
Kaupthing Bank analysts have reaffirmed their "buy" rating on
Millicom International Cellular S.A.'s shares, Newratings.com
reports.

Newratings.com relates that the target price for Millicom
International's shares was increased to US$130 from US$125.

Kaupthing Bank said in a research note that Millicom
International's subscriber intake for the fourth quarter 2007
was better than expected.

According to Newratings.com, Millicom International's fourth
quarter 2007 sales were in-line the consensus, and the company's
EBITDA was short.

The earnings per share estimates for 2008 and 2009 were
increased by 13.5% and 5.4%, respectively, Newratings.com
states.

The change in the earnings per share estimates indicates the
revised market growth assumptions, Kaupthing Bank told
Newratings.com.

Headquartered in Bertrange, Luxembourg, and controlled by
Sweden's AB Kinnevik, Millicom International Cellular S.A.
-- http://www.millicom.com/-- is a global telecommunications
investor with cellular operations in Asia, Latin America and
Africa.  It currently has cellular operations and licenses in 16
countries.  The Group's cellular operations have a combined
population under license of around 391 million people.

The Central America Cluster comprises Millicom's operations in
El Salvador, Guatemala and Honduras.  The population under
license in Central America at December 2005 is 26.4 million.
The South America Cluster comprises Millicom's operations in
Bolivia and Paraguay.  The population under license in South
America at December 2005 is 15.2 million.

                          *     *     *

As reported in the Troubled Company Reporter-Europe on Nov. 16,
2007, Moody's Investors Service upgraded ratings of Millicom
International Cellular S.A.  The corporate family rating was
upgraded to Ba2 from Ba3 and the rating on the existing senior
notes was upgraded to B1 from B2.  Moody's said the outlook on
the ratings is stable.



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


BRITISH AIRWAYS: Inks Agreement to Settle Class Action Lawsuits
---------------------------------------------------------------
Cohen, Milstein, Hausfeld & Toll negotiated on Friday,
February 15, 2008, a legal settlement that, for the first time
ever, resolves a class action lawsuit on a collective basis
under both U.S. and U.K. law.

The agreement, which affects more than eight million people in
the U.S. and U.K., provides US$59 million for American ticket
purchasers and GBP73.5 million for U.K. purchasers who bought
tickets from either British Airways plc or Virgin Atlantic
Airways Ltd. between August 11, 2004, and March 23, 2006, with
no deductions for attorneys' fees or other costs.  This
settlement marks the first collective settlement of its kind for
British consumers.

Passengers or businesses who wish to receive their refund should
go to http://www.airpassengerrefund.com/ (U.S.) or  
http://www.airpassengerrefund.co.uk/(U.K.) to provide their  
contact information or they may call 1-877-625-9432 (U.S.) or
0800-043-0343 (U.K.).  The entire claims process is free.

The settlement is the result of a class action lawsuit filed by
Cohen Milstein against both Virgin and BA on behalf of U.S. and
U.K. air passengers who purchased tickets from those airlines
during the aforementioned period.  These passengers overpaid for
their airline tickets because the airlines illegally agreed to
increase the amount of the "fuel surcharge" they added to the
ticket price.  Passengers were told that the surcharge was
necessary to cover the rising cost of fuel, but in reality it
was used to increase the airlines' profits.

One unique aspect of the settlement is that individual
passengers and businesses that purchased BA and/or Virgin
tickets in the U.S. will be paid in dollars, while passengers
who purchased such tickets in the U.K. will be paid in pounds
sterling.  The amount refunded will, of course, depend on the
amount of the surcharge paid, but will be up GBP10 (about US$20)
for each flight segment.  Thus, a family of four could receive
up to GBP80 (about US$160) for a round-trip flight.  According
to economic experts, the refund provided for in the settlement
constitutes 100% of the illegal overcharge that passengers paid.

The settlement comes in the wake of fines that were issued
against BA in August 2007 by both the U.K.'s Office of Fair
Trading and the U.S. Department of Justice for BA's
participation in the conspiracy.  Virgin escaped fines because
it broke the cartel by whistle-blowing to the authorities, but
has admitted that it violated both U.S. and U.K. law.  In the
U.S., BA and Virgin have agreed to donate any portion of the
settlement fund that is unclaimed to Miracle Flights for Kids.  
In the U.K., no such agreement has yet been reached.

"We are delighted to have achieved such a terrific settlement
for consumers.  BA and Virgin overcharged their customers for
almost two years, and this settlement recovers 100% of that
unlawful overcharge - with no deductions for attorneys' fees or
other costs.  Customers should demonstrate that such behavior is
unacceptable by making a claim to recover the amount they
overpaid," Michael Hausfeld, senior partner at Cohen Milstein,
commented.  "This is the first time non-U.S. citizens have been
rewarded on an equal footing to U.S. citizens in a case before
the U.S. courts, making this a legal precedent and a significant
milestone in both U.S. and U.K. legal history."

"This is a great victory for U.K. consumers that creates a
template for vindicating U.K. consumers' rights and deterring
violations of U.K .competition law.  Cohen Milstein will
continue in its efforts to redress violations of U.K. law, and
will also continue to seek reform of the current system to allow
consumers in the U.K. to seek redress on terms equal to those of
consumers in the United States," Anthony Maton, a partner at
Cohen Milstein's London office, added.

                   About British Airways

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

British Airways Holidays Ltd. and British Airways Travel
Shops Ltd.  BA has offices in India and Guatemala.

                        *     *     *

As of Jan. 2, 2008, British Airways Plc carries a senior
unsecured debt rating of Ba1 from Moody's Investors' Service
with a stable outlook.


GOODYEAR TIRE: Earns US$602 Million in Year Ended Dec. 31
---------------------------------------------------------
The Goodyear Tire & Rubber Company reported record sales for the
fourth quarter and the full year of 2007.

Goodyear's sales for 2007 were a record US$19.6 billion, a 5%
increase over 2006 despite a 6.2% decline in tire unit volume.  
All four of the company's tire businesses outside of North
America achieved all-time record annual sales during 2007.  
Segment operating income was US$1.2 billion, compared to US$712
million in 2006.

Goodyear's income from continuing operations of US$139 million
in 2007 compares to a 2006 loss of US$373 million.

Including discontinued operations, Goodyear had 2007 net income
of US$602 million, compared to a loss of US$330 million last
year.

Improvements in pricing and product mix of approximately
US$639 million offset higher raw material costs, which increased
3.5%, or approximately US$195 million, compared to 2006.  
Revenue per tire increased 8% compared to 2006.

                       Fourth Quarter 2007

Goodyear's fourth quarter 2007 sales were US$5.2 billion, an 11%
increase compared with the 2006 quarter, offsetting lower
volumes with higher prices and a richer product mix.  The
company estimates that a 12-week strike at its North American
facilities in 2006 reduced fourth quarter 2006 sales by US$318
million.

Improved pricing and product mix drove revenue per tire up 10%
over the 2006 quarter.  Lower volumes reflect weak winter tire
sale demand in Europe and the company's exit from certain
segments of the private label tire business in North America
along with weak conditions in several key markets.

Fourth quarter segment operating income was US$313 million in
2007. This compares to a segment operating loss of US$86 million
in the strike-impacted 2006 period.

Segment operating income benefited from improved pricing and
product mix of US$119 million in the fourth quarter of 2007,
which more than offset increased raw material costs of US$8
million.  Favorable foreign currency translation positively
impacted sales by US$315 million and segment operating income by
US$45 million in the quarter.

Gross margin was 19.4% for the 2007 quarter compared to 11.3% in
last year's strike-impacted quarter.

Fourth quarter 2007 income from continuing operations was US$61
million.  This compares to a loss of US$310 million in the
strike-impacted fourth quarter of 2006.

Including discontinued operations, Goodyear had fourth quarter
net income of US$52 million, compared to a net loss of US$358
million last year.

                        Financial Position

The company's balance sheet as of Dec. 31, 2007, showed total
assets of US$17.2 billion, total liabilities of US$14.3 billion,
and total shareholders' equity of US$2.9 billion.  The company
had total current assets of US$10.2 billion and total current
liabilities of US$4.6 billion as of Dec. 31, 2007.

At Dec. 31, 2007, it had US$3.4 billion in cash and cash
equivalents as well as US$2.2 billion of unused availability
under our various credit agreements, compared to US$3.9 billion
and US$533 million, respectively, at Dec. 31, 2006.  Cash and
cash equivalents decreased primarily due to US$2.3 billion of
repayments on its borrowings.

In aggregate, Goodyear had credit arrangements of US$7.4 billion
available at Dec. 31, 2007, of which US$2.2 billion were unused,
compared to US$8.2 billion available at Dec. 31, 2006, of which
US$533 million were unused.

A full-text copy of Goodyear's annual and fourth quarter
financial report for the period ended Dec. 31, 2007, is
available fro free at http://ResearchArchives.com/t/s?280c

                       Management's Comment

"Our fourth quarter results show significant gains as we drive
sales of our higher-margin premium product lines," said Robert
J. Keegan, chairman and chief executive officer.

"This is especially true in our emerging markets businesses in
Eastern Europe, Asia and Latin America.  In aggregate, these
three businesses grew sales 20% and segment operating income 41%
in the quarter," he said.

"Excluding the impact of the strike, North American Tire's focus
on innovative new products helped it achieve its highest full-
year segment operating income since 2000," he said.  "Our new
product engine will provide additional growth opportunities in
2008 and beyond."

Goodyear made further progress during the fourth quarter on its
plan to achieve $1.8 billion to $2 billion in gross cost savings
by the end of 2009.  "We have now achieved more than $1 billion
in savings in 2006 and 2007 and clearly remain on target to
reach our four-year goal," Mr. Keegan said.

"During 2007, we also made substantial progress on improving our
balance sheet with net debt decreasing more than $2 billion," he
said.  "We remain on track to achieve our next stage financial
metrics, which include an 8 percent segment operating income
return on sales globally, a 5% segment operating income return
on sales in North America and a target of 2.5 times debt-to-
EBITDA."

                       About Goodyear Tire

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear's operations are located in Argentina,
Austria, Chile, Colombia, France, Italy, Guatemala, Jamaica,
Peru, Russia, among others.  Goodyear employs more than 80,000
people worldwide.

                          *     *     *

In June 2007, Standard & Poor's Ratings Services raised its
ratings on Goodyear Tire & Rubber Co., including its corporate
credit rating to 'BB-' from 'B+'.  The ratings still apply to
date.



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


DIGICEL GROUP: Has More Than 200,000 Subscribers in Guyana
----------------------------------------------------------
Digicel Group reported a client base of more than 200,000 in
Guyana during its first year of operations, according to news
service Stabroek News.

Business News Americas relates that Digicel launched mobile
services in Guyana in February 2007 after a US$60 million
initial investment.  Digicel, through the acquisition of TWT
Guyana Holding and its mobile unit U-Mobile, gained the rights
to access the market in November 2006.

Digicel's Guyanese operations manager Mark Linehan told
BNamericas that the company is working to expand coverage in
remote areas of the country and is analyzing investment plans
for 2008.

Digicel Ltd. is a wireless services provider in the Caribbean
region founded in 2000, and controlled by Denis O'Brien.  The
company started operations 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 is stable.



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


NAT'L COMMERCIAL: Court to Rule on Olint's Complaint Next Week
--------------------------------------------------------------
Judge Roy Jones of the Supreme Court of Jamaica will rule on
Feb. 29 whether National Commercial Bank Jamaica Limited should
keep Michael Hylton as its legal representative, The Jamaica
Gleaner reports.

As reported in the Troubled Company Reporter-Latin America on
Feb. 1, 2008, Olint Corporation took out an injunction against
National Commercial on Jan. 11, when the bank decided to close
the investment club's accounts for being allegedly an
unregulated company operating in breach of the Securities Act.  
The Supreme Court granted Olint Corporation's injunction against
the National Commercial until Feb. 15.  

The Jamaica Gleaner relates that Judge Jones then extended the
injunction to Feb. 29.

According to The Gleaner, Olint Corporation is seeking to bar
Mr. Hylton from representing the National Commercial because he
was a former solicitor general and chairperson of the Financial
Services Commission.  The FSC had issued a cease-and-desist
order on Olint Corporation in March 2006.  

Radio Jamaica notes that Olint Corporation has concerns that Mr.
Hylton was a member of the FSC's board when that commission
issued the cease-and-desist order.

Judge Jones heard legal arguments in chambers last Thursday at
the Supreme Court and reserved his decision.  Georgia Gibson
Henlin and Maurice Manning argued Mr. Hylton's appointment on
behalf of Olint Corporation, while Dave Garcia defended the
National Commercial's hiring of the former FSC official, The
Gleaner states.

Georgia Gibson Henlin and Maurice Manning can be reached at:

          Nunes, Scholefield, DeLeon & Co.
          6A Holborn Road
          Kingston, Jamaica 10
          Telephone: +876-960-9008-9
          Fax: +876-968-9699
          Web site: http://www.nsdco.com

Headquartered in Kingston, Jamaica, the National Commercial Bank
Jamaica Limited  -- http://www.jncb.com/-- provides commercial   
and retail banking, wealth management services.  The company's
services include personal banking, business banking, mortgage
loans, wealth management and insurance services.  Founded in
1977, the bank primarily operates in West Indies and the UK.

                        *     *     *

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

As reported in the Troubled Company Reporter-Latin America on
May 2, 2007, Fitch Ratings affirmed these ratings on Jamaica-
based National Commercial Bank Jamaica Limited: long-term
foreign and local currency Issuer Default at 'B+'; short-term
foreign and local currency rating at 'B'; individual at 'D'; and
support at 4.  The rating outlook on the bank's ratings is
stable, in line with Fitch's view of the sovereign's
creditworthiness.


NATIONAL COMMERCIAL: Opens Mandeville Branch
--------------------------------------------
The National Commercial Bank Jamaica Limited has launched a new
branch in Mandeville, in a move to consolidate the activities of
the bank's retail banking offerings as well as the offices of
units NCB Insurance Company and NCB Capital Markets.

Banking operations at the new branch started on Feb. 11, 2008,
with a full range of financial products and services.  The new
branch is equipped with modern conveniences including, automated
banking machines, two drive thru tellers, an NCB Express Deposit
facility, a night deposit box, as well as Internet and self
service kiosks.

"At NCB [National Commercial] our main focus is to consistently
delight our customers.  Our new facility will enhance our
customers' experience tremendously.  This investment is symbolic
of NCB's enduring commitment to the residents of Mandeville and
all Jamaicans," the NCB Mandeville Branch's manager Winston
Lawson said.

Headquartered in Kingston, Jamaica, the National Commercial Bank
Jamaica Limited  -- http://www.jncb.com/-- provides commercial   
and retail banking, wealth management services.  The company's
services include personal banking, business banking, mortgage
loans, wealth management and insurance services.  Founded in
1977, the bank primarily operates in West Indies and the UK.

                        *     *     *

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

As reported in the Troubled Company Reporter-Latin America on
May 2, 2007, Fitch Ratings affirmed these ratings on Jamaica-
based National Commercial Bank Jamaica Limited: long-term
foreign and local currency Issuer Default at 'B+'; short-term
foreign and local currency rating at 'B'; individual at 'D'; and
support at 4.  The rating outlook on the bank's ratings is
stable, in line with Fitch's view of the sovereign's
creditworthiness.



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


BERRY PLASTICS: Inks US$520 Mil. Senior Secured Bridge Loan Pact
----------------------------------------------------------------
Berry Plastics Corporation disclosed that it obtained a
US$520.0 million bridge loan facility, pursuant to a Senior
Secured Bridge Loan Credit Agreement which it entered into on
Feb. 5, 2008, with Bank of America N.A., as administrative agent
and collateral agent, and various lenders, to finance its
purchase from Captive Holdings LLC of 100% of the outstanding
capital stock of Captive Holdings Inc., the parent company of
Captive Plastics Inc.

Berry Plastics' obligations under the bridge facility are
guaranteed by each of Berry Plastics' existing and future direct
or indirect domestic subsidiaries that is a restricted
subsidiary, subject to certain exceptions, and are secured by
pledges of certain of the assets of Berry Plastics and such
subsidiaries.  

The bridge facility contains negative covenants substantially
identical to those in the indenture relating to Berry Plastics'
existing second-priority notes, and contains affirmative
covenants,  representations and warranties and events of default
substantially identical to those in Berry Plastics' existing
term loan facility.

The bridge facility matures on the one-year anniversary of the
closing date thereof.  On that date, provided that an event of
default is not continuing with respect to Berry Plastics'
existing term loan facility, revolving facility or second
priority notes, and provided that no bankruptcy event of default
is continuing with respect to the bridge facility, any
outstanding bridge loans will convert into senior secured term
loans, and loans thereunder that mature on the seventh
anniversary of the closing date of the bridge facility.

A full-text copy of the Senior Secured Bridge Loan Credit
Agreement dated as of Feb. 5, 2008, is available for free at:

               http://researcharchives.com/t/s?2806

                       About Berry Plastics

Headquartered in Evansville, Nebraska, Berry Plastics
Corporation -- http://www.berryplastics.com/ -- is a  
manufacturer and supplier of a diverse mix of rigid plastics
packaging products focusing on the open top container, closure,
aerosol overcap, drink cup and housewares markets.  The company
sells a broad product line to over 12,000 customers.  Berry
Plastics concentrates on manufacturing high quality, value-added
products sold to marketers of institutional and consumer
products.  In 2004, the company created its international
division as a separate operating and reporting division to
increase sales and improve service to international customers
utilizing existing resources.  The international segment
includes the company's foreign facilities and business from
domestic facilities that is shipped or billed to foreign
locations.  The company has manufacturing facilities in the
United States, Mexico, Canada, Europe and China.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service affirmed the B3
Corporate Family Rating of Berry Plastics Corporation and
downgraded certain instrument ratings.  The outlook is stable.  


BERRY PLASTICS: Posts US$31.3-Mln Net Loss in Qtr. Ended Dec. 29
----------------------------------------------------------------
Berry Plastics Corp. reported a net loss of US$31.3 million for
the thirteen weeks ended Dec. 29, 2007, versus a net loss of
US$30.8 million in the comparable period of 2006.

Net sales increased 8.0% to US$762.7 million for the first
quarter of fiscal 2008 from US$703.6 million for the same
quarter in fiscal 2007.  This US$59.1 million increase is
primarily the result of strong base business organic volume
growth of 4.0% and 2.0% acquisition volume growth.  

Gross profit increased US$22.4 million to US$108.8 million for
the first quarter of fiscal 2008 from US$86.4 million for the
same quarter of fiscal 2007.  

Selling, general and administrative expenses increased
US$7.3 million to US$81.8 million primarily as a result of a
US$4.2 million increase in stock compensation expense, a US$4.1
million increase in amortization of intangible assets, and
increased expenses as a result of the organic and acquisition
volume growth partially offset by realization of synergies from
the Berry Covalence Merger.  

Restructuring and impairment charges were US$3.5 million in the
first quarter of fiscal 2008 primarily as a result of costs
incurred associated with the plant consolidations within the
flexible films segment.  Other expenses increased from
US$4.1 million in the first quarter of fiscal 2007 to US$13.0
million in the first quarter of fiscal 2008 primarily as a
result of expenses associated with the integration of Old
Covalence and the corresponding achievement of synergies.

Net interest expense increased US$1.6 million to US$61.5 million  
primarily as a result of increased borrowings to finance the
Rollpak acquisition.

The company recorded an income tax benefit of US$19.7 million or
an effective tax rate of 38.6%, which is a slight change from
the income tax benefit of US$19.5 million or an effective tax
rate of 37.1% in the prior quarter.

At Dec. 29, 2007, the company's cash balance was US$21.8
million, and the company had unused borrowing capacity of
US$297.2 million under its revolving line of credit.

                          Balance Sheet

At Dec. 29, 2007, the company's consolidated balance sheet
showed US$3.90 billion in total assets, US$3.48 billion in total
liabilities, and US$420.3 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the thirteen weeks ended Dec. 29, 2007, are
available for free at http://researcharchives.com/t/s?2809

                       About Berry Plastics

Headquartered in Evansville, Nebraska, Berry Plastics
Corporation -- http://www.berryplastics.com/ -- is a  
manufacturer and supplier of a diverse mix of rigid plastics
packaging products focusing on the open top container, closure,
aerosol overcap, drink cup and housewares markets.  The company
sells a broad product line to over 12,000 customers.  Berry
Plastics concentrates on manufacturing high quality, value-added
products sold to marketers of institutional and consumer
products.  In 2004, the company created its international
division as a separate operating and reporting division to
increase sales and improve service to international customers
utilizing existing resources.  The international segment
includes the company's foreign facilities and business from
domestic facilities that is shipped or billed to foreign
locations.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2008,
Moody's Investors Service affirmed the B3 Corporate Family
Rating of Berry Plastics Corporation and downgraded certain
instrument ratings.  The outlook is stable.


CLEAR CHANNEL: Extends Key Dates of Senior Notes Tender Offer
-------------------------------------------------------------
Clear Channel Communications Inc. extended:

   -- the date on which the pricing for the Notes will be
      established from 2:00 p.m. New York City time on Feb. 15,
      2008, to 2:00 p.m. New York City time on March 6, 2008;

   -- the date on which the tender offers are scheduled to
      expire from 8:00 a.m. New York City time on Feb. 20, 2008,
      to 8:00 a.m. New York City time on March 10, 2008; and

   -- the consent payment deadline for the Notes from 8:00 a.m.
      New York City time on Feb. 20, 2008, to 8:00 a.m. New York
      City time on March 10, 2008.

Each of the price determination date, the offer expiration date
and the consent payment deadline is subject to extension by
Clear Channel, with respect to the tender offer for its
outstanding 7.65% Senior Notes due 2010 (CUSIP No. 184502AK8)
and Clear Channel's subsidiary AMFM Operating Inc.'s tender
offer for its outstanding 8% Senior Notes due 2008 (CUSIP No.
158916AL0), in their sole discretion.

Clear Channel disclosed on Jan. 2, 2008, that it had received,
pursuant to its tender offer and consent solicitation for the
CCU Notes, the requisite consents to adopt the proposed
amendments to the CCU Notes and the indenture governing the CCU
Notes applicable to the CCU Notes, and that AMFM had received,
pursuant to its  tender offer and consent solicitation for the
AMFM Notes, the requisite consents to adopt the proposed
amendments to the AMFM Notes and the indenture governing the
AMFM Notes.

The Clear Channel tender offer and consent solicitation is being
made pursuant to the terms and conditions set forth in the Clear
Channel Offer to Purchase and Consent Solicitation Statement for
the CCU Notes dated Dec. 17, 2007, and the related Letter of
Transmittal and Consent.

The AMFM tender offer and consent solicitation is being made
pursuant to the terms and conditions set forth in the AMFM Offer
to Purchase and Consent Solicitation Statement for the AMFM
Notes dated Dec. 17, 2007, and the related Letter of Transmittal
and Consent.  

Clear Channel has retained Citi to act as the lead dealer
manager for the tender offers and lead solicitation agent for
the consent solicitations and Deutsche Bank Securities Inc. and
Morgan Stanley & Co. Incorporated to act as co-dealer managers
for the tender offers and co-solicitation agents for the consent
solicitations.
Global Bondholder Services Corporation is the Information Agent
for the tender offers and the consent solicitations.  

Questions regarding the transaction should be directed to Citi
at 800-558-3745 (toll-free) or 212-723-6106 (collect).  Requests
for documentation should be directed to Global Bondholder
Services Corporation at 212-430-3774 (for banks and brokers
only) or 866-924-2200 (for all others toll-free).

The tender offers and consent solicitations for the Notes are
being made in connection with the merger with BT Triple Crown
Merger Co. Inc.  The completion of the Merger and the related
debt financings are not subject to, or conditioned upon, the
completion of the tender offers or the related consent
solicitations or the adoption of the proposed amendments with
respect to the Notes.

The closing of the Merger is expected to occur during the first
quarter 2008 and concurrently with the consummation of the
Merger, Clear Channel expects to obtain US$18.525 billion of new
senior secured credit facilities, to be available to Clear
Channel and certain of its subsidiaries as borrowers, and to
issue  US$2.6 billion of new senior unsecured notes.

Clear Channel and one or more of its subsidiaries would also be
the borrowers under a separate receivables-backed revolving
credit facility with availability of up to US$1 billion.  The
closing of the Merger is subject to customary closing
conditions.

              About Clear Channel Communications

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

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 30, 2008, Standard & Poor's Ratings Services said its
ratings on Clear Channel Communications Inc., including the 'B+'
corporate credit rating, remain on CreditWatch with negative
implications.  S&P originally placed them on CreditWatch on
Oct. 26, 2006, following the company's announcement that it was
exploring strategic alternatives to enhance shareholder value.


CLEAR CHANNEL: Expects CC Media Merger to Close March 31 at Most
----------------------------------------------------------------
Clear Channel Communications Inc. reported that there are no
remaining regulatory approvals needed to close merger agreement
it had with Thomas H. Lee Partners LP and Bain Capital Partners
on Sept. 25, 2007.  The company anticipates closing of the
merger on or before March 31, 2008.

The company's shareholders approved the adoption of the merger
agreement, as amended, in which Clear Channel would be acquired
by CC Media Holdings Inc., a corporation formed by private
equity funds co-sponsored by Lee Partners and Bain Capital.

As reported in the Troubled Company Reporter on Dec. 5, 2007,
Clear Channel provided an update on the status of its merger
with an affiliate of a private equity group.  Both parties
continue to actively pursue the satisfaction of the conditions
to closing of the merger.  The remaining material condition to
be satisfied is obtaining the expiration or termination of the
waiting period under the Hart Scott Rodino Act.

In connection with the proposed acquisition, the company agreed
with the United States Department of Justice to enter into a
Final Judgment and Hold Separate Agreement in accordance with
and subject to the Tunney Act.  The applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
expired on Wednesday, Feb. 13, 2008.

                        About Bain Capital

Boston, Massachussetts-based Bain Capital Partners LLC --
http://www.baincapital.com/-- is a private investment firm with  
approximately US$40 billion in assets under management.  Its
family of funds includes private equity, venture capital, public
equity and leveraged debt assets.  Absolute Return Capital LLC
is the global macro affiliate of Bain Capital. Bain Capital
Private Equity has raised nine funds and invested in more than
200 companies.  Bain Capital (Europe) Limited, an affiliate, is
dedicated to investment opportunities in the European market.  
Bain Capital Venture Partners LLC is the venture capital arm of
Bain Capital.  Sankaty Advisors LLC, the credit affiliate of
Bain Capital LLC, is a private manager of high-yield debt
obligations. In October 2006, Michaels Stores Inc. announced the
completion of its merger with affiliates of Bain Capital
Partners LLC and The Blackstone Group.  As a result, Bain
Capital Partners LLC and Blackstone own equal stakes in
Michaels, and funds affiliated with Highfields Capital
Management own a minority stake.

                     About Thomas Lee Partners

Boston, Massachussetts-based Thomas H. Lee Partners LP --
http://www.thlee.com/-- Thomas H. Lee Partners is the teddy  
bear at the gate.  Known as a "friendly" leveraged buyout (LBO)
firm, the company uses a mix of debt, funds from institutional
investors, and its own money to buy companies.  Unlike the
fearsome LBO outfits of the 1980s, Thomas H. Lee Partners
eschews the axe for the handshake; it builds up a stake and
courts management cooperation.  Lee then usually sells the
revamped acquisitions or takes them public.  Thomas H. Lee, who
founded Thomas H. Lee Partners in 1974, left his namesake firm
in 2006 to start a long-planned rival hedge fund and private
equity venture.

The company has teamed up with Bain Capital to buy media titan
Clear Channel for almost US$20 billion.  

                About Clear Channel Communications

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays.
Outside U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.  As of Dec. 31, 2007, it owned 717 core radio
stations, 288 non-core radio stations which are being marketed
for sale and a leading national radio network operating in the
United States.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 30, 2008, Standard & Poor's Ratings Services said its
ratings on Clear Channel Communications Inc., including the 'B+'
corporate credit rating, remain on CreditWatch with negative
implications.  S&P originally placed them on CreditWatch on
Oct. 26, 2006, following the company's announcement that it was
exploring strategic alternatives to enhance shareholder value.


CLEAR CHANNEL: U.S. DOJ Wants Radio Stations Divested
-----------------------------------------------------
The U.S. Department of Justice has required Clear Channel
Communications Inc. to divest radio stations in four cities in
order for a group of private equity investors led by Bain
Capital and Thomas H. Lee Partners to proceed with their
acquisition of a controlling interest in Clear Channel.

The DOJ said that the transaction, as originally proposed,
likely would have resulted in higher prices to purchasers of
radio advertising in Cincinnati, Houston, Las Vegas and San
Francisco because Bain and THL already have substantial
ownership interests in two firms that compete with Clear Channel
in those cities.

The DOJ's Antitrust Division recently filed a civil lawsuit in
the U.S. District Court in Washington, D.C., to block the
proposed acquisition.  At the same time, the Division filed a
proposed settlement that, if approved by the court, would
resolve the lawsuit and the DOJ's competitive concerns.

The divestitures are required to assure continued competition in
markets where the transaction would otherwise result in a
significant loss of competition.  According to the complaint,
radio stations owned by Clear Channel and Cumulus compete head-
to-head in Cincinnati and Houston.  In addition, Clear Channel
and Univision own competing Spanish-language radio stations in
Houston, Las Vegas and San Francisco.  THL and Bain's
acquisition of a controlling interest in Clear Channel --
combined with their existing ownership interests in Cumulus and
THL's ownership interest in Univision -- gives them the
incentive and the ability to reduce competition between Clear
Channel and Cumulus and Univision, which would result in
increased prices and reduced levels of service in the sale of
radio advertising time.

Under the terms of the proposed settlement, Clear Channel must
divest stations in Cincinnati, Houston, Las Vegas and San
Francisco to buyers approved by the Department's Antitrust
Division.

"Without the divestitures obtained by the Department,
advertisers that rely on radio advertising in the affected
cities likely would have faced higher prices," said Thomas O.
Barnett, Assistant Attorney General in charge of the
Department's Antitrust Division. "The divestitures will ensure
that advertisers will continue to receive the benefits of
competition."

As reported in the Troubled Company Reporter on Jan. 31, 2008,
the buyers remained undaunted in their plans to buy Clear
Channel for US$39.20 per share amid market's worries.

Clear Channel said that the pending deal will be completed by
March 2008, as previously planned.

                About Clear Channel Communications

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

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 30, 2008, Standard & Poor's Ratings Services said its
ratings on Clear Channel Communications Inc., including the 'B+'
corporate credit rating, remain on CreditWatch with negative
implications.  S&P originally placed them on CreditWatch on
Oct. 26, 2006, following the company's announcement that it was
exploring strategic alternatives to enhance shareholder value.


CLEAR CHANNEL: Sues to Compel Providence Equity to Close TV Deal
----------------------------------------------------------------
Clear Channel Communications Inc. filed a lawsuit against
Providence Equity Partners Inc., to compel the private equity
firm to complete its acquisition of Clear Channel's 56
television stations, various sources say.

The Associated Press reports that Providence Equity was
"surprised and disappointed" by the lawsuit filed on Friday by
Clear Channel.  According to the contract terms, the litigation
has rendered the break-up fee void.

As reported in the Troubled Company Reporter on April 23, 2007,
Clear Channel agreed to sell its Television Group to Providence
Equity for approximately US$1.2 billion.  The sale includes 56
television stations, including 18 digital multicast stations,
located in 24 markets across the United States.  Also included
in the sale are the stations' associated Web sites, the
Television Operations Center, and Inergize Digital Media, which
manages the Television Group's online and wireless initiatives.

In November, the TCR reported that Providence had reservations
about the transaction because of its view of the long-term
prospects of Clear Channel's local TV stations.  Providence may
try to renegotiate the purchase price, and should the deal
fails, it would have to pay a US$45 million break-up fee.

According a filing with the Securities and Exchange Commission,
Clear Channel disclosed that the definitive agreement is in full
force and effect, has not been terminated and contains customary
closing conditions.  There have been no allegations that Clear
Channel has breached any of the terms or conditions of the
definitive agreement or that there is a failure of a condition
to closing the acquisition.  

               About Clear Channel Communications

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

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Standard & Poor's Ratings Services said its ratings on Clear
Channel Communications Inc., including the 'B+' corporate credit
rating, remain on CreditWatch with negative implications.  S&P
originally placed them on CreditWatch on Oct. 26, 2006,
following the company's announcement that it was exploring
strategic alternatives to enhance shareholder value.


ENESCO GROUP: Plan Confirmation Hearing Moved to March 5
--------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois continued to March 5, 2008, at 10:00 a.m. the hearing
to consider confirmation of Enesco Group, Inc. and its debtor-
affiliates' Second Amended Chapter 11 Plan of Liquidation.

The hearing will be held at 219 South Dearborn, Courtroom 613 in
Chicago, Illinois.

As reported in the Troubled Company Reporter on Jan. 23, 2008,
the Court originally set Jan. 30, 2008, to consider confirmation
of the Debtors' amended Chapter 11 plan.

                       Overview of the Plan

The Debtors related that the Plan proposes to liquidate the
remaining assets of the Debtors and distribute the proceeds to
the holders of the allowed claims.  The principal source of the
distributions will be:

   a) cash on hand as of the effective date of the Plan;

   b) proceeds from the Debtors' lender settlement;

   c) proceeds and tax refunds arising out of the resolution of
      the Hong Kong Tax Dispute;

   d) proceeds from the Contingency Litigation Agreement; and

   e) Litigation Trust Proceeds.

           Summary Treatment of Claims Under The Plan

The Plan proposes that all holders of allowed administrative
claims, allowed priority claims, other than the Internal Revenue
Service, and the allowed non-tax priority claims will have their
allowed claims paid in full on or about the effective date of
the plan from the proceeds of the Lender Settlement.

In addition, within 60 days of the effective date, general
unsecured creditors will receive their pro-rate share of
US$480,000 from the proceeds of the Lender Settlement.  The
Debtors say that general unsecured creditors are expected to
receive 27% of their claims.  Unsecured creditors will further
be entitled to receive additional future distribution.

Within the same time frame, the Internal Revenue Service will
receive US$650,000 from the proceeds of the Lender Settlement
and will be entitled to receive additional future distribution.

Additional contributions, the Debtors say, are however,
contingent on future recoveries by the Debtors and are not
guaranteed.  The Contingency Litigation Trust, the Debtors add,
are also not guaranteed.

        Summary Creditor Treatment if Plan is Not Confirmed

The Debtors tell the Court that if the Plan is not confirmed,
then they are not substantively consolidated for purposes of the
Plan or their cases are converted to ones under Chapter 7 of the
Bankruptcy Code.

At the conclusion of the Chapter 7 cases, administrative claims
will still be paid in full.  However, tax priority claims
holders will only receive 4.9% of their claims.  General
Unsecured Creditors on the other hand, will receive nothing.

The Debtors reveal that the primary reasons for the
significantly smaller distributions under this scenario are:

   1) the proceeds and other benefits from the:

      -- Lender Settlement;
      -- the Contingency Litigation Agreement; and
      -- the resolution of the Hong Kong Tax Dispute,

      will be substantially compromised or lost, resulting in a
      significantly smaller recovery by the Debtors' estates;
      and

   2) there will be additional administrative costs if the
      Plan is not confirmed.

                       About Enesco Group

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

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

Enesco Group and its two affiliates, Enesco International Ltd.
and Gregg Manufacturing, Inc., filed for chapter 11 protection
on Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).
Shaw Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps,
Slate, Meagher & Flom LLP, represent the Debtors.  Epiq
Bankruptcy Solutions, LLC, acts as the Debtors' claims and
noticing agent.  Adelman & Gettleman Ltd. represents the
Official Committee of Unsecured Creditors as bankruptcy counsel.  
In schedules of assets and debts filed with the Court, Enesco
disclosed total assets of US$61,879,068 and total debts of
US$231,510,180.


KRIPY KREME: Standard Pacific Divests 6.1% Stake in Company
-----------------------------------------------------------
Standard Pacific Capital, LLC, an investment adviser, disclosed
in regulatory filings with the Securities and Exchange
Commission that it has completely sold off its Krispy Kreme
Doughnuts, Inc. common shares.

Prior to that, Standard Pacific Capital beneficially owned
3,934,499, or 6.1%, of the outstanding shares of Krispy Kreme.

Standard Pacific Capital did not provide an explanation.  
Standard Pacific Capital also did not identify who acquired the
shares.

Tony Plath, a finance professor at UNC Charlotte, said that the
investment group "could have transferred the ownership stake to
the name of the party that really bought it, since there's no
transaction price listed in the filing," The Winston-Salem
Journal reports.

Meanwhile, Kuwait-based Mohamed Abdulmohsin Al Kharafi & Sons
W.L.L., disclosed in a separate filing that it has acquired
9,064,800 Krispy Kreme shares, representing a 13.8% equity stake
in the company.

Mohamed Abdulmohsin Al Kharafi & Sons W.L.L., is a limited
liability company organized under the laws of the state of
Kuwait.

Krispy Kreme has 65,532,322 shares of common stock issued and
outstanding, as reported in the company's Quarterly Report on
Form 10-Q for the quarterly period ended October 28, 2007.

ny has similarly released Mr. Brewster from all claims,
including claims relating to his employment with the company.

                       About Krispy Kreme

Headquartered in Winston-Salem, North Carolina, Krispy Kreme
Doughnuts Inc. (NYSE: KKD) -- http://www.krispykreme.com/--
retails doughnuts.  There are about 411 Krispy Kreme stores
including satellites operating system-wide in 41 U.S. states,
Australia, Canada, Hong Kong, Indonesia, Japan, Kuwait, Mexico,
the Philippines, the Republic of South Korea, the United Arab
Emirates and the United Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 17, 2007,
Moody's Investors Service lowered Krispy Kreme Doughnut
Corporation's Speculative Grade Liquidity rating to SGL-4 from
SGL-3, indicating weak liquidity.  Concurrently Moody's revised
the rating outlook to negative while affirming Krispy Kreme's
Caa1 corporate family rating and B3 rating of its US$160 million
senior secured credit facilities.


MAXCOM TELECOM: To Launch Telephony Services in New State
---------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V.'s head, Rene Sagastuy,
told Business News Americas that the firm will launch telephony
services in another Mexican state this year.

According to BNamericas, Maxcom Telecomunicaciones offers
telecommunications services in:

          -- Mexico City,
          -- Puebla,
          -- Queretaro,
          -- Guadalajara, and
          -- Toluca.

Maxcom Telecomunicaciones would continue expanding in all fixed
telephony segments, particularly on public telephony, which grew
53% in 2007, compared to 2006, BNamericas says, citing Mr.
Sagastuy.

BNamericas relates that Maxcom Telecomunicaciones' service
accounts rose 27% to 360,942 in 2007, compared to 2006.

In 2007, Maxcom Telecomunicaciones launched IPTV service in
Puebla, where the company now has 6,000 clients.  The firm will
extend the IPTV service to Tehuacan, Queretaro, and Toluca, Mr.
Sagastuy told BNamericas.

Maxcom Telecomunicaciones will also participate in the Mexican
telecoms regulator Cofetel's auction of spectrum for 3G, WiMax
and wireless backhaul services.  The company needs additional
spectrum for its future projects, including WiMax, BNamericas
notes, citing Mr. Sagastuy.

Headquartered in Mexico City, Mexico, Maxcom Telecomunicaciones,
SA de CV, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom Telecomunicaciones
launched commercial operations in May 1999 and is currently
offering Local, Long Distance and Internet & Data services in
greater metropolitan Mexico City, Puebla and Queretaro.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 4, 2008, Moody's Investors Service confirmed Maxcom
Telecomunicaciones, S.A. de C.V.'s corporate family rating at
B3.  At the same time, Moody's confirmed its B3 rating on the
company's US$200 million in Senior Unsecured notes due in 2014.  
Moody's said the outlook for all ratings is now positive.  
Moody's rating action concludes the review for upgrade initiated
in November 2007.


MOVIE GALLERY: Can Perform Under Plan Support Agreement
-------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates obtained permission
from the Honorable Douglas O. Tice of the U.S. Bankruptcy Court
for the Eastern District of Virginia to perform under a plan
support agreement with Sopris Capital Advisors LLC.

The Debtors related that the Plan Support Agreement is intended
to further their attempts to negotiate a consensual Plan of
Reorganization, in light of their Disclosure Statement and Plan  
filed on Dec. 22, 2007.

As reported in the Troubled Company Reporter on Jan. 30, 2008,
the Plan Support Agreement provides that:

   (a) Sopris, the first and second lien holders and the 11%
       senior noteholders agree to support the Plan; and

   (b) Sopris agrees to the Backstop Commitment in accordance
       with the Plan and the Rights Offering Term Sheet.  
       Pursuant to the Plan Support Agreement and a separate
       escrow agreement, Sopris has placed US$50,000,000 into
       escrow to secure the Backstop Commitment.

Sopris Capital holds the majority of the debt under the Second
Lien Credit Agreement and the 11% Senior Notes Indenture; the
first lien holders; the second lien holders; and the 11% senior
noteholders.

According to Ms. Pierro, securing the participation of the
consenting holders for a consensual Chapter 11 plan will allow
the Debtors to emerge from their cases successfully and
expeditiously and maximize value for the benefit of their
estates and creditors.

"By permitting the Debtors to perform under the Plan Support
Agreement, the Court will enable the Debtors to continue towards
confirmation and consummation of a Plan that is supported by the
consenting holders, who constitute several major constituencies
in the Chapter 11 cases," Ms. Pierro tells Judge Tice.

The Debtors have provided adequate and reasonable notice to
parties-in-interest regarding their request.  Moreover, the Plan
Support Agreement was negotiated in good faith and at arm's-
length with the consenting holders, Ms. Pierro adds.

Ms. Pierro avers that through the Plan Support Agreement, the
Debtors can continue their current progress with respect to
their various constituencies.  The Agreement, she continues, is
also deemed to help confirm the Plan for the Debtors to
consummate in a timely manner.

A full-text copy of the Plan Support Agreement is available for
free at http://researcharchives.com/t/s?277a

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment  
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.
It operates over 4,600 stores in the United States, Canada, and
Mexico under the Movie Gallery, Hollywood Entertainment, Game
Crazy, and VHQ banners.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kutzman Carson Consultants LLC.  
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The Debtors' spokeswoman, Meaghan Repko, said that the company
does not expect to exit bankruptcy protection before the second
quarter of 2008.  The Debtors have until June 13, 2008, to file
their plan of reorganization.  (Movie Gallery Bankruptcy News
Issue No. 19; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Wants Phase 2 Auction Process Approved
-----------------------------------------------------
Movie Gallery, Inc., and its debtor-affiliates ask the Honorable
Douglas O. Tice of the U.S. Bankruptcy Court for the Eastern
District of Virginia to approve their second auction process and
bidding procedures relating to the designation rights and
closures of underperforming and unprofitable stores in
approximately 400 locations.

The proposed Phase 2 Auction Procedures are substantially
similar to the Court-approved Phase 1 Auction Procedures that
the Debtors conducted on Nov. 15, 2007, Michael A. Condyles,
Esq., at Kutak Rock LLP, in Richmond, Virginia, tells Judge
Tice.

Mr. Condyles relates that the Debtors have already begun
substantial marketing efforts prior to the Phase 2 Auction with
the assistance of their advisors, Keen Consultants, the Real
Estate Division of KPMG Corporate Finance LLC.  He says Keen
Consultants will market and assist the Debtors with the
disposition of additional Movie Gallery and Hollywood Video
locations, which include include 17 fee-owned retail properties
and 328 of the company's retail leasehold interests, located
nationally.

"We are very excited to offer these leases and fee-owned
properties for sale.  These locations have not been on the
market before, and many of these stores are located in prime
shopping centers throughout the country," KPMG managing director
Matthew Bordwin told Bloomberg News.

Moreover, Mr. Condyles says that the designation rights compel
the Debtors to assume and assign one or more of the Phase 2
Leases to a party designated by the holder of a designation
right.

The Debtors intend to reject:

   i) any or all of the Phase 2 Leases that are unlikely to
      realize any value at the Phase 2 Auction; and

  ii) leases that are not actually sold pursuant to the Phase 2
      Auction.

A schedule of the Phase 2 Leases is available for free at:

              http://researcharchives.com/t/s?281a

                  Auction and Cure Procedures

According to Mr. Condyles, the Auction Procedures (i) identify
the requirements for entities to submit bids, terms and
conditions of bidding, the additional rules for the Phase 2
Auction and the list of the Phase 2 Leases, and (ii) include the
proposed forms of the Assumption, Assignment and Sale Agreement,
and the Lease Termination Agreement.

Mr. Condyles adds that the Phase 2 Auction Notice specifies the
manner and form in which Landlords and all other parties-in-
interest must file objections to the transactions contemplated
by the Phase 2 Auction Procedures.

The Debtors will provide landlords and other parties-in-interest
with the Phase 2 Auction Notice which includes a copy of the
Phase 2 Auction Procedures, which is available for free at:

              http://researcharchives.com/t/s?281b

In addition, the Debtors will serve the Phase 2 landlords with
the Notice of Disposition, which includes the Phase 2 Auction
Cure Procedures.                                                             
                              

The Cure Procedures identify:

   * the Debtors' outstanding obligations, specifically cure
     amounts, if any, on account of the Phase 2 Leases;

   * the date by which landlords must file cure amount
     objections; and

   * the form and manner in which cure objections must be filed.

A notice of the anticipated store closing sales at the Phase 2
premises will also be provided by the Cure Procedures, a copy of
which is available for free at:

              http://researcharchives.com/t/s?281c

                Hearings and Objection Deadlines

The Debtors further ask Judge Tice to schedule March 20, 2008,
as (i) a sale hearing for the final approval of the dispositions
and (ii) the cure hearing.  Furthermore, the Debtors also
request the Court to fix March 18 as the sale objection
deadline, and March 4 as the cure objection deadline.

At the Sale Hearing, the Debtors will demonstrate that any
proposed transfers consummated through the assumption and
assignment of the Phase 2 Leases are in accordance with Section
365(b)(f) of the Bankruptcy Code.  The Debtors believe that the
sale price for any Phase 2 Lease sold in the Phase 2 Auction
will be sufficient to cure applicable defaults, Mr. Condyles
asserts.

The Debtors seek Court approval to enter into Sale Agreements
and Designation Rights Agreements with non-landlords who have
submitted the highest or otherwise best bid for Phase 2 leases.
The Debtors request that (i) transactions documented by the
Agreements should constitute sales free and clear of any
interest in the Phase 2 Leases, and (ii) any party to the
Agreements will be entitled to the protections afforded to good-
faith purchasers.

A full-text copy of the Phase 2 Auction's Lease Termination
Agreement is available for free at:

              http://researcharchives.com/t/s?281d

A full-text copy of the Phase 2 Auction Sale Agreement is
available for free at:

              http://researcharchives.com/t/s?281e

Accordingly, the Debtors will distribute to affected landlords
the Sale Agreement Notice which will provide information
regarding the successful bidder and backup bidder's names, the
Bidders' submitted adequate assurance of future performance as
required by Section 365 of the Bankruptcy Code and the proposed
use of the affected Phase 2 premises, Mr. Condyles says.

The Debtors will also transmit the adequate assurance
information by electronic mail to requesting landlords within
one business day of the Bid Deadline.

                        Proposed Timeline

The Debtors have proposed a timeline of their Phase 2 Auction
process:

   Date                                     Event
   ----                                     -----
   February 8, 2008            Service of Phase 2 Auction Motion
                               Service of Notice of Disposition

   February 15 at 5:00 p.m.    Motion Objection Deadline

   February 19 at 10:00 a.m.   Hearing on the Motion,
                               if necessary

   February 21                 Service of Phase 2 Auction Notice
                                               
   March 4 at 12:00 p.m.       Bid Deadline

   March 4 at 5:00 p.m.        Cure Objection Deadline

   March 5                     Service of Adequate Assurance
                               Information to requesting
                               landlords

   March 7 at 10:00 a.m.       Phase 2 Auction

   March 8                     Service of Sale Agreement Notice

   March 18 at 4:00 p.m.       Sale Objection Deadline

   March 20 at 2:00 p.m.       Cure Hearing and Sale Hearing

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.
It operates over 4,600 stores in the United States, Canada, and
Mexico under the Movie Gallery, Hollywood Entertainment, Game
Crazy, and VHQ banners.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kutzman Carson Consultants LLC.
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company
does not expect to exit bankruptcy protection before the second
quarter of 2008.  The Debtors have until June 13, 2008 to file
their plan of reorganization.  (Movie Gallery Bankruptcy News
Issue No. 19; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


US STEEL: Senior VP John Connelly Will Retire at Month End
----------------------------------------------------------
United States Steel Corporation Chairperson and Chief Executive
Officer, John P. Surma, said that John J. Connelly has elected
to retire at the end of February following more than 37 years of
service to the company, most recently as its senior vice
president of strategic planning and business development.  The
strategic planning and business development team will continue
to work closely with the company's executive management until a
successor is determined.

"John Connelly has made many outstanding contributions to the
growth and development of our company throughout his career at
U.S. Steel," Mr. Surma said.  "His leadership was instrumental
in our acquisition of National Steel in 2003, our very
successful entry into Europe, and most recently in the
acquisitions of Lone Star Technologies, Inc. and Stelco Inc.  
While we accept the news of his retirement with regret, we thank
him for his many years of distinguished service and extend our
very best wishes to John and his family. "

Mr. Connelly, a native of Washington, D.C., graduated from
Duquesne University with a bachelor's degree in history and a
master's degree in African Affairs.  He began his career in the
commercial department of U.S. Steel International in New York as
a management trainee in 1971 and progressed through increasingly
responsible positions at U.S. Steel International and U.S.
Steel's commercial, marketing and tubular products departments
over the next seventeen years.

He was promoted to vice president of United States Steel
International, Inc., in 1988 and elected president in 1989,
a position he held until 1999.  Also during that time, he
assumed the additional role of vice resident of international
business in 1994 and served as president of USX Engineers and
Consultants, Inc. from 1994 to 1996.

In 1999, Mr. Connelly was named vice president of long range
planning and international business, and in 2001, vice president
of business development and long range planning.  He was named
vice president of strategic planning and business development in
2002 and senior vice president of strategic planning and
business development in 2004.

Mr. Connelly has been a long-time member of the American Iron
and Steel Institute, has been active with the International Iron
and Steel Institute, and serves on the board of directors of the
World Affairs Council of Pittsburgh.  Mr. Connelly previously
served on the board of directors for Duquesne University, where
he held the role of board chairperson for seven years while the
University enjoyed unprecedented academic quality and campus
growth.  He was also instrumental in implementing new
professional standards, including term limits, for directors
while chairperson.

                 About U.S. Steel Corporation

Headquartered in Pittsburgh, Pennsylvania, United States Steel
Corporation (NYSE: X) -- http://www.ussteel.com/-- manufactures  
a wide variety of steel sheet, tubular and tin products; coke,
and taconite pellets; and has a worldwide annual raw steel
capability of 31.7 million net tons.  U.S. Steel's domestic
primary steel operations are: Gary Works in Gary, Indiana; Great
Lakes Works in Ecorse and River Rouge, Michigan; Mon Valley
Works, which includes the Edgar Thomson and Irvin plants, near
Pittsburgh and Fairless Works near Philadelphia, Pennsylvania;
Granite City Works in Granite City, Illinois; Fairfield Works
near Birmingham, Alabama; Midwest Plant in Portage, Indiana; and
East Chicago Tin in East Chicago, Indiana.  The company also
operates two seamless tubular mills, Lorain Tubular Operations
in Lorain, Ohio; and Fairfield Tubular Operations near
Birmingham, Alabama.

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

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

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 11, 2007, Standard & Poor's Ratings Services assigned its
'BB+' senior unsecured rating to the proposed offering of up to
US$400 million in senior unsecured notes due Feb. 1, 2018, of
United States Steel Corp. (BB+/Negative/--).  These notes are
being issued under the company's unlimited shelf registration
filed on March 5, 2007.



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


QUEBECOR WORLD: Creditors' Committee Taps Akin Gump as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Quebecor World Inc.'s Chapter 11 cases seeks permission from the
U.S. Bankruptcy Court for the Southern District of New York to
retain Akin Gump Strauss Hauer & Feld LLP as its counsel, nunc
pro tunc to Jan. 31, 2008.

The Committee believes that Akin Gump possesses extensive
knowledge and expertise in the areas of law relevant to
bankruptcy cases, and that Akin Gump is well qualified to
represent the Committee in the Debtors' chapter 11 cases.  

Akin Gump was founded by Robert S. Strauss and Richard A. Gump
in
1945 and is one of the world's largest firms, providing legal
services to their clients on a 24/7 basis.  Akin Gump has 1,050
lawyers and professionals, and has offices in 15 cities
worldwide.  

Akin Gump has been involved in various chapter 11 cases
including:

   (a) Allegiance Telecom, Inc.;
   (b) American Commercial Lines LLC;
   (c) ATA Holdings Corp.;
   (d) Collins & Aikman Corporation; and
   (e) Delta Air Lines.

As counsel to the Committee, Akin Gump will:

   (a) advise the Committee with respect to its rights, duties
       and powers in the Debtors' chapter 11 cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors relative to the administration of the
       chapter 11 cases;

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure and
       in negotiating with holders of claims and equity
       interests;

   (d) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition of
       the Debtors and of the operation of the Debtors'
       businesses;

   (e) assist the Committee in its analysis of, and negotiations
       with, the Debtors or any third party concerning matters
       related to the assumption or rejection of certain leases
       of non-residential real property and executory contracts,
       asset dispositions, financing of other transactions and
       the terms of one or more plans of reorganization for the
       Debtors and accompanying disclosure statements and
       related plan documents;

   (f) assist and advise the Committee as to its communications
       to the general creditor body regarding significant
       matters in the Debtors' chapter 11 cases;

   (g) represent the Committee at all hearings and other
       proceedings before the Court and other courts;
  
   (h) review and analyze applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Committee for any course of action to be taken;

   (i) advise and assist the Committee with respect to any
       legislative, regulatory or governmental activities;

   (j) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives;

   (k) assist the Committee in its review and analysis of the
       Debtors' various commercial agreements;

   (l) assist the Committee in developing and implementing
       protocols for the coordination of the chapter 11 cases
       with the restructuring cases filed on behalf of the
       Debtors in Canada, and coordinating with counsel in those
       cases;

   (m) prepare, on behalf of the Committee, any pleadings,  
       including motions, memoranda, complaints, adversary
       complaints, objections and comments;

   (n) investigate and analyze any claims against the Debtors'
       non-debtor affiliates; and

   (o) perform other legal services as may be required by
       the Committee in accordance with the Committee's powers
       and duties as set forth in the Bankruptcy Code,
       Bankruptcy Rules or other applicable law.

Akin Gump's hourly rates are:

   Billing Category                    Range
   ----------------                    -----
   Partners                       US$460 - US$1,050
   Special Counsel and Counsel    US$250 - US$810
   Associates                     US$175 - US$580
   Paraprofessionals               US$75 - US$250

The current hourly rates of attorneys who will have primary
responsibility for providing services to the Committee are:

    Attorney                      Hourly Rate
    --------                      -----------
    Ira S. Dizengoff                 $825     
    David H. Botter                  $775
    Shuba Satyaprasad                $580
    Alexis Freeman                   $530     
    Ryan C. Jacobs                   $500
    Joanna F. Newdeck                $460
    Christina M. Moore               $410     
    Brad M. Kahn                     $325

Ira S. Dizengoff, Esq., a member of Akim Gump Strauss Hauer &
Feld LLP, assures the Court that his firm does not hold any
adverse interest and is not related to the Debtors, their
creditors, or any parties-in-interest; and that his firm is
capable of fulfilling its fiduciary duty to the Committee and
the unsecured creditors that the Committee represents.  "Based
upon information available to me, I believe that Akin Gump is a
'disinterested person' within the meaning of the Bankruptcy
Code," Mr. Dizengoff says.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market     
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.  In Canada it has 17
facilities in five provinces, through which it offers a mix of
printed products and related value-added services to the
Canadian market and internationally.

Quebecor World has approximately 27,500 employees working in
more than 120 printing and related facilities in the United
States, Canada, Argentina, Austria, Belgium, Brazil, Chile,
Colombia, Finland, France, India, Mexico, Peru, Spain, Sweden,
Switzerland and the United Kingdom.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March
2007, it sold its facility in Lille, France.  Quebecor World
(USA) Inc. is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  They obtained creditor protection until Feb. 20,
2008.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of   
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.  The company has until May 20, 2008, to file a
plan of reorganization in the Chapter 11 case.  The Debtors'
CCAA stay expires on Feb. 20, 2008.  (Quebecor World Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service assigned a Ba2 rating
to the US$400 million super priority senior secured revolving
term loan facility of Quebecor World Inc. as a Debtor-in-
Possession.  The related US$600 million super priority senior
secured term loan was rated Ba3 (together, the DIP facilities).  
The RTL's better asset value coverage relative to the TL
accounts for the ratings' differential.



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


AVIS BUDGET: Posts US$916 Million Net Loss in Full Year 2007
------------------------------------------------------------
Avis Budget Group Inc. reported results for its fourth quarter
and full year, which ended Dec. 31, 2007.  Full-year revenue
increased to a record US$6.0 billion, and the company's pretax
loss was US$1.0 billion due to a non-cash goodwill impairment
charge recorded in the fourth quarter.  For the fourth quarter,
revenue was US$1.4 billion, an increase of 4% versus fourth
quarter 2006, and the pretax loss was US$1.2 billion.  Excluding
unusual items, full-year EBITDA was US$409 million and pretax
income was US$198 million, and fourth-quarter EBITDA was US$86
million and pretax income was US$36 million.  The company
reported a net loss of US$916 million for the full year 2007 and
US$1.0 billion for the fourth quarter 2007.  It had a net income
of US$3 million for the full year 2006 and a net loss of US$2
billion for the fourth quarter of 2006.

"In a challenging competitive environment, our results are a
testament to the company's employees and their commitment to
being cost-efficient while still delivering world-class service
to our loyal customers," said Avis Budget Group Chairman and
Chief Executive Officer Ronald L. Nelson.  "In the fourth
quarter, although leisure pricing was below our expectations, we
continued to execute on key strategic initiatives. the company's
Performance Excellence process improvement initiative, growth in
ancillary revenues, and expansion of our off-airport business
all provide a strong base for growth in 2008 and beyond."

As of Dec. 31, 2007, the company's balance sheet reflected
US$214 million cash and cash equivalents, US$7.4 billion net
worth of vehicles, US$5.6 billion debt under vehicle program,
US$1.8 billion corporate debt, and US$1.5 billion stockholders'
equity.

                      Fourth Quarter Results

In the fourth quarter, the company's car rental revenues
increased 6% year-over-year, driven primarily by a 3% increase
in rental days and a 23% increase in ancillary revenues.  Time
and mileage revenue per day rates for the company's car rental
operations were virtually unchanged versus fourth quarter 2006
as leisure pricing was challenged.  Commercial time and mileage
rates per day increased and the company continued to achieve
modest price increases on the company's commercial contract
renewals.

The company's car fleet costs increased 9% due to a 3% increase
in its fleet to support volume growth, a 4% increase in its per-
unit fleet costs and a 2% increase due to foreign exchange
movements.  The company's disposition of risk cars progressed
well, and its fleet costs benefited from longer hold periods.  
Other operating expenses, excluding fleet-related costs,
declined 140 basis points to 50.5% of revenue, reflecting
continued savings in maintenance and damage expenses and reduced
self-insurance costs.

Truck rental revenue and EBITDA declined as the 2% increase in
rental days, lower fleet costs and increased utilization were
offset by price declines versus the prior year.  The increase in
rental days was driven by increased commercial rentals as the
company's growth initiatives began to take hold, while local
consumer and one-way rental volumes continued to experience
softness as the housing market remained weak.  Pricing declined
across all sectors of the company's business, and the reduction
in one-way rentals, which typically have a higher daily rate,
magnified the decline in average daily rate.

In the fourth quarter, the company recorded a US$1.2 billion
non-cash goodwill impairment charge (US$1.1 billion after-tax)
primarily due to the decline in market value of the company's
stock price at year-end compared with book value.  The company's
fourth quarter results also included US$6 million of vehicle
interest expenses related to the mark-to-market of derivatives
which hedge its exposure to interest rates in 2008.

                        Full-Year Results

For the full year, the company's car rental revenues increased
8% versus the previous year, driven by a 4% increase in rental
days and 17% growth in ancillary revenues.   It achieved price
increases in the company's commercial rentals while leisure
pricing pressures were intense throughout much of the year.  The
company's rental days increased due to domestic enplanement
growth, its off-airport expansion initiatives and solid growth
in its international operations.  The company's off-airport
revenues increased 9%, to US$820 million, and it opened 195 new
locations during the year, bringing total off-airport locations
to more than 1,500.  Ancillary revenue growth was driven by
Where2 GPS rentals, which contributed over US$45 million in
incremental revenue year-over-year, and increased customer
recoveries of airport-mandated fees.

The company's car fleet costs increased 11% year-over-year,
reflecting industry-wide cost increases for model-year 2007 and
2008 cars, a 4% increase in its average fleet size to
accommodate the company's rental day growth, a 6% increase in
its per-unit fleet costs and a 1% increase due to foreign
exchange movements.  Other operating expenses, excluding fleet-
related and separation-related costs, and selling, general and
administrative costs declined to 50.5% and 10.5% of revenue,
respectively, as it continues to focus on cost containment.

                           Other Items

Share Repurchase Program -- The company revealed on January 23
that its Board has authorized a share repurchase program of
US$50 million.  To date, Avis repurchased 1.4 million shares at
an average price of US$11.88 per share.

Domestic Vehicle Financing Facility -- The company has already
received bank commitments totaling more than US$800 million for
a new 364-day vehicle-backed funding facility that will
accommodate the company's peak 2008 funding needs.  The facility
is expected to close later this month and will carry borrowing
spreads that are approximately one-half percentage point higher
than the company's similar pre-existing facilities.

Newark Budget Licensee Acquisition -- On Jan. 29, 2008, it
completed the previously announced acquisition of the Budget
licensee operating at Newark Liberty International Airport.

Carey -- The company's fourth quarter results include the
company's equity in the results of Carey International, the
leading international provider of chauffeured ground
transportation services.  These results are included in the
Corporate and Other segment and did not have a meaningful
impact.

Separation Expenses -- Avis incurred US$2 million of expenses in
fourth quarter 2007 for activities related to the company's 2006
separation into four independent companies, versus US$38 million
in fourth quarter 2006.  Substantially all of these expenses
were funded with cash left with Avis Budget Group at the time of
the separation or cash received from Wyndham and Realogy for
this purpose.  It also recorded a US$7 million separation-
related credit for a reduction in tax refunds payable to Wyndham
and Realogy. Excluding separation-related expenses and
restructuring costs incurred in 2006, fourth quarter EBITDA was
US$86 million compared to pro forma EBITDA of US$88 million in
fourth quarter 2006.

Annual Stockholders Meeting -- Avis had scheduled its 2008
Annual Meeting of Stockholders for June 5, 2008 in Tulsa,
Oklahoma, which is the site of the company's largest contact
center.  Stockholders of record as of the close of business on
April 10, 2008, will be entitled to vote at the annual meeting.

Stockholder Rights Plan -- The company's Board of Directors has
determined that it will not ask shareholders to approve the
continuation of its existing stockholder rights plan at the 2008
Annual Meeting, and therefore the existing rights plan will
expire on the day of the annual meeting.

Discontinued Operations -- In its reported results, the company
classifies as discontinued operations the results of its former
Realogy, Travelport and Wyndham businesses for 2006.

                             Outlook

The company projects that domestic enplanements, which are a
principal determinant of on-airport rental volumes, will
increase modestly in 2008 compared to 2007 amid a relatively
weak macroeconomic environment in first half 2008.  In addition,
the company expects that its domestic time and mileage revenue
per rental day will increase and its domestic rental day volume
will increase approximately 3% to 5% in 2008 compared to 2007.  
Avis expects incremental year-over-year revenue growth from
Where2 GPS rentals and insurance replacement rentals.

Domestic fleet costs are expected to increase approximately 4%
to 6% per vehicle in 2008 compared to 2007.  For the 2008 model
year, the company expects the portion of its domestic fleet that
is not subject to manufacturer repurchase agreements to increase
to approximately 50%, from approximately 20% in model year 2007.  
In addition, the company has intensified its efforts to reduce
costs and enhance productivity through its Performance
Excellence and other initiatives and expects the impact of these
initiatives to exceed US$40 million over the course of 2008.

Based on these expectations, the company projects that its
revenue, EBITDA and pretax income for full year 2008 will
increase, compared to 2007 revenue of US$6.0 billion, EBITDA of
US$409 million and pretax income of US$198 million, excluding
unusual items.

A full-text copy of Avis' fourth quarter and full year 2007
financial report is available for free at:

   http://ResearchArchives.com/t/s?2818

                      About Avis Budget Group

Headquartered in Parsippany, N.J., Avis Budget Group Inc.
formerly Cendant Corporation (NYSE: CAR) --
http://www.avisbudgetgroup.com/-- provides vehicle rental  
services, with operations in more than 70 countries.  Through
its Avis and Budget brands, the company leases general-use
vehicles in North America, Australia, New Zealand and certain
other regions.  Avis Budget Group has more than 30,000
employees.

Avis Budget Group has expanded its electronic toll collection
with new services in Florida, Colorado and Puerto Rico.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 29, 2008, Standard & Poor's Ratings Services placed its
ratings on Avis Budget Group Inc., including the 'BB+' corporate
credit rating, on CreditWatch with negative implications.


AVIS BUDGET: Ernst & Young Settles Decade-Old Suit for US$300MM
---------------------------------------------------------------
Ernst & Young LLP paid US$300 million as settlement to a
litigation filed by Avis Budget Group Inc. formerly Cendant
Corporation, David Reilly and Nathan Koppel at The Wall Street
Journal report.

               Claims for Accounting Irregularities

As reported in the General Corporate Litigation Updates on
Dec. 27, 2007, Avis Budget was still involved in litigation
asserting claims associated with accounting irregularities
discovered in 1998 at former CUC International business units
outside of the principal common stockholder class action
litigation.

Cendant, a merger of CUC International Inc. and HFS Inc., lost
about "US$14 billion in value in one day" when it disclosed in
April 1998 that officers at CUC International inflated earnings
since 1986, and that the inflated amount from 1995 to 1997 had
reached US$500 million, WSJ recalls.  Ex-chairman and CEO at
CUC, Walter Forbes, was convicted and afforded more than 12
years in jail, WSJ adds.

On Sept. 7, 2007, in an action arising out of Cendant's
acquisition of the Credentials business in 1998, captioned CSI
Investment et al. vs. Cendant et al., the federal court in the
Southern District of New York granted summary judgment in the
amount of US$94 million plus attorneys' fees to the plaintiffs
on
their breach of contract claims.  A motion for reconsideration
was filed shortly after receipt of the adverse summary judgment
decision.

In October 2007, one of the two remaining cases related to In Re
Cendant Corporation Litigation was settled in principle for an
aggregate payment of US$26 million to the plaintiffs in that
action.

Avis had an additional accrued liability of about US$1 million
recorded on its consolidated condensed balance sheet as of
Sept. 30, 2007, for remaining claims based upon its best
estimates.  In connection with a spin-off in July 2006, Avis
entered into the separation agreement, under which Realogy
Corporation and Wyndham Worldwide Corporation have assumed all
liabilities related to the litigation.

                 Largest Settlement by an Auditor

WSJ notes that in 2000, E&Y calmed down Cendant shareholders
with US$335 million.  In turn, Cendant spent about US$2.85
billion in efforts to resolve the shareholder case.

E&Y told WSJ late last week that the Cendant lawsuit was "a
collusive" fraud committed by Cendant's officers over a decade
ago.  E&Y added that while they "had a strong case" in which
they could have won, the settlement permitted the Cendant
lawsuit to become water under the bridge.

Although, the large amount of pay out does not adversely affect
E&Y, WSJ notes, that it is "one of the largest" settlements by
an auditor.  WSJ recalls that PricewaterhouseCoopers LLP paid
US$225 million in 2007 to settle suit filed by Tyco
International Ltd. while Deloitte & Touche LLP paid US$210
million to settle suit filed by Adelphia Communications Corp.

                      About Avis Budget Group

Headquartered in Parsippany, N.J., Avis Budget Group Inc.
formerly Cendant Corporation (NYSE: CAR) --
http://www.avisbudgetgroup.com/-- provides vehicle rental  
services, with operations in more than 70 countries.  Through
its Avis and Budget brands, the company leases general-use
vehicles in North America, Australia, New Zealand and certain
other regions.  Avis Budget Group has more than 30,000
employees.

Avis Budget Group has expanded its electronic toll collection
with new services in Florida, Colorado and Puerto Rico.

On July 31, 2006, Avis Budget completed the spin-offs of Realogy
Corporation and Wyndham Worldwide Corporation, and on Aug. 23,
2006, the company completed the sale of Travelport Inc.  On Aug.
29, 2006, Cendant Corporation changed its name to Avis Budget
Group Inc.  In October 2007, the company acquired 45% interest
in Carey International Inc. that provides chauffeured ground
transportation services worldwide.  It also obtained a one-year
option to increase its ownership stake in Carey to about 80%.  
Avis Budget Car Rental LLC is Avis Budget Group Inc.'s car-
rental operating subsidiary.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 29, 2008, Standard & Poor's Ratings Services placed its
ratings on Avis Budget Group Inc., including the 'BB+' corporate
credit rating, on CreditWatch with negative implications.


NBTY INC: Reports US$178 Million Net Sales in January 2008
----------------------------------------------------------
NBTY Inc. has released preliminary unaudited net sales results
(in millions) for the month of January 2008 by segment:

                                  2008       2007     % Change
                                  ----       ----     --------
    Wholesale / US Nutrition     US$84      US$76          10%
    North American Retail        US$17      US$18          -6%
    European Retail              US$56      US$55           1%
    Direct Response/E-Commerce   US$21      US$18          19%
                                ------     ------          ---
    Total                       US$178     US$168           6%

European Retail net sales in local currency increased 1% in
January 2008.  North American Retail same store sales decreased
2% in January 2008.

Headquartered in Bohemia, New York, NBTY Inc. (NYSE: NTY) --
http://www.NBTY.com/-- manufactures, markets and distributes   
nutritional supplements in the United States and throughout the
world.  As of Sept. 30, 2005, it operated 542 Vitamin World and
Nutrition Warehouse retail stores in the United States, Guam,
Puerto Rico, and the Virgin Islands.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 18, 2008, Moody's Investors Service affirmed all ratings
for NBTY Inc. -- including its Ba2 corporate family rating --
and changed the rating outlook to positive from stable.



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


PETROLEOS DE VENEZUELA: Vietnam Drillship to Arrive in March
------------------------------------------------------------
Petroleos de Venezuela, S.A. Exploration and Production
Vice-President Luis Vierma disclosed that the first drillship
from Vietnam will arrive in March to start drilling in the
Mariscal Sucre Project run by the Offshore Division.  The
announcement was made at the opening session of the First
International Congress on Heavy Oil held in Maturin, eastern
Monagas state.

"The survey of the geological model in the area is almost
completed.  We are very proud, because Petroleos de Venezuela,
with its engineers, technicians and workers, and most important,
with the involvement of the national sector, is to start
developing oil and gas reserves in multiple areas offshore," he
said.

The senior official noted that by legal means and through the
People's Minister of Energy and Petroleum, the Bolivarian
Republic of Venezuela recovered national sovereignty over the
Orinoco Oil Belt, the largest reservoir of heavy oil in the
world.  "We are very proud to say that the oil contained in the
Orinoco Oil Belt is the Venezuelans' property, as it should
be always," added Mr. Vierma.

In reference to the energy resource appreciation, he noted that
now multinationals are paying no more a ludicrous 1-percent
royalty.  "We have increased the value of the hydrocarbons in
our subsoil.  Now, we can say that any future business related
to the Oil Belt deposits will have to pay the fair price needed
by Venezuelans.  In this way, this country will become a more
balanced nation, full of opportunities for everybody."

He said that PDVSA had taken significant steps in future
exploitation of heavy oil at the Orinoco Oil Belt.  For more
than two years, the Venezuelan Petroleum Corporation has been
working hard on a successful strategy.  The Orinoco Oil Belt has
been divided into exploration and production blocks, where more
than 15 foreign companies are involved in certification of
reserves.

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.

PDVSA is one of the top exporters of oil to the US with proven
reserves of 77.2 billion barrels of oil -- the most outside the
Middle East -- and about 150 trillion cu. ft. of natural gas.

PDVSA's exploration and production take place in Venezuela, but
the company also has refining and marketing operations in the
Caribbean, Europe, and the US.

                         *     *     *

As of Feb. 14, 2008, Fitch Ratings held Petroleos de Venezuela
SA's long term issuer default rating and local currency long
term issuer default rating at BB-.  Fitch said the ratings
outlook was negative.


PETROLEOS DE VENEZUELA: Says Exxon's Stake Is Worth US$1.2 Bln.
---------------------------------------------------------------
Venezuelan state-run oil firm Petroleos de Venezuela SA's head
and the country's energy minister, Rafael Ramirez, told James
Suggett at Venezuelanalysis.com that the maximum compensation
Exxon Mobil should get for its nationalized 41.6% stake in the
Cerro Negro Orinoco River belt project is US$1.2 billion.

As reported in the Troubled Company Reporter-Latin America on
Sept. 14, 2007, Exxon Mobil filed for arbitration with the
International Center for Settlement of Investment Disputes to
resolve a conflict over its seized assets in Venezuela's Orinoco
oil belt.  Exxon Mobil's 41.67% stake at Cerro Negro heavy-crude
project had a net-book value of about US$750 million before
Petroleos de Venezuela expropriated Exxon's assets in June 2007.  
Exxon Mobil walked away from Venezuela's offer of a minority
stake in the heavy-crude projects as a result of the
nationalization of the sector.  Petroleos de Venezuela is to
have at least 60% in each of the four Orinoco projects.

Minister Ramirez noted that Exxon Mobil is demanding ten times
its investment in Petroleos de Venezuela, Venezuelanalysis.com
relates.  Minister Ramirez described Exxon Mobil's US$12 billion
compensation claim as exaggerated, revealing that US$5 billion
was the largest amount to which the company had ever aspired in
previous talks, Venezuelanalysis.com says.  

According to Venezuelanalysis.com, Petroleos de Venezuela
suspended commercial relations with Exxon Mobil.

"[Petroleos de Venezuela] understand[s] there are a series of
commercial agreements that have been signed . . . and we will
respect them," Minister Ramirez commented to Reuters, explaining
that the Venezuelan firm will continue exporting 79,000 barrels
per day to the Chalmette plant in the US, which it co-owns with
Exxon Mobil.  Other exports to Exxon Mobil will stop.

According to Reuters, Petroleos de Venezuela exported up to
90,000 barrels per day of oil to Exxon Mobil last year.

European and Chinese oil firms have expressed interest in
acquiring the oil that used to be sold to Exxon Mobil and doing
business with these companies will be a step forward in the
market diversification that the Venezuelan government's "Sowing
the Oil" plan is promoting, Minister Ramirez told
Venezuelanalysis.com.

                        About Exxon Mobil

Exxon Mobil Corporation (ExxonMobil) is an international oil and
gas company.  ExxonMobil operates facilities or market products
in many countries, and explores for oil and natural gas on six
continents.  ExxonMobil is involved in the exploration and
production of crude oil and natural gas; the manufacture of
petroleum products, and the transportation and sale of crude
oil, natural gas and petroleum products.  ExxonMobil is a
manufacturer and marketer of commodity and specialty
petrochemicals, and also has interests in electric power
generation facilities.  In addition, the company conducts
research programs in support of these businesses.

                    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.

                          *     *     *

As of Feb. 14, 2008, Fitch Ratings held Petroleos de Venezuela
SA's long term issuer default rating and local currency long
term issuer default rating at BB-.  Fitch said the ratings
outlook was negative.


PETROLEOS DE VENEZUELA: Launches Distribution Site in Valencia
--------------------------------------------------------------
Petroleos de Venezuela, S.A., has distributed 13 tons of
powdered milk and 9,000 liters of liquid milk in the first stage
of PDVAL at Fort Paramacay in Valencia, the capital city of
central Carabobo state.  The move is part of the strategy set by
the Bolivarian Government to fight food stockpiling and
speculation.

PDVSA Gas, Deltaven, oil-sector workers, the armed forces and
Mission Ribas volunteers joined efforts to give Carabobo's
residents access to foodstuff on a permanent basis, at fair
prices, in accordance with the regulations set in the Official
Gazette.

The strategy seeks to overcome speculation and the capitalist
view of the private sector willing to make a profit without
understanding their appropriate role before the Venezuelan
people.  There are plans for marketing of 26 additional items,
as part of a strategy to ensure food sovereignty in our country.

Valencia residents expressed satisfaction for the PDVSA efforts
to fight speculation.  "This is the best way of countering
stockpiling. There is great satisfaction and it is expected to
continue," said Virgilio Briceno, a neighbor of Fort Paramacay.  
For his part, Manuel Escalona hailed the PDVAL initiative.  "It
is excellent and I expect it to go on in order to defeat
stockpiling."  As for Angel Mijares, the move "will give the
country's speculators a lesson."

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.

                         *     *     *

As of Feb. 14, 2008, Fitch Ratings held Petroleos de Venezuela
SA's long term issuer default rating and local currency long
term issuer default rating at BB-.  Fitch said the ratings
outlook was negative.




                            ***********


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.  Frauline Abangan, Sheryl Joy P. Olano, Rizande
delos Santos, and Pamella Ritah K. Jala, Editors.

Copyright 2008.  All rights reserved.  ISSN 1529-2746.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed
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                 * * * End of Transmission * * *