TCRLA_Public/080311.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

             Tuesday, March 11, 2008, Vol. 9, No. 50

                             Headlines


A R G E N T I N A

GREID SA: Trustee Will Verify Proofs of Claim Until March 25
IDS SA: Trustee to File Individual Reports in Court on May 29
SUPERCLICK INC: Jan. 31 Balance Sheet Upside-Down by US$1.3 Mil.
SUPER NATURAL: Proofs of Claim Verification Deadline Is April 17
TELECOM ARGENTINA: Earns ARS884 Million in 2007

TERRAMED SRL: Trustee to File Individual Reports on June 12


B A H A M A S

ISLE OF CAPRI: S&P Puts 'BB-' Rating on CreditWatch Negative


B E L I Z E

CONTINENTAL AIRLINES: Pilots Rally on March 12 to Support Talks


B E R M U D A

SCOTTISH RE: Will File 2007 Financial Statements Late


B R A Z I L

BANCO BRADESCO: Completes US$500MM Future Flow Securitization
BANCO BRADESCO: Agora Corretora Will Become BBI's Unit
BANCO ITAU: Plans to Offer Private Banking Services in Mexico
COMPANHIA ENERGETICA: To Conduct Hydro & Wind Power Studies
ENERGIAS DO BRASIL: To Conduct Feasibility Studies With Cemig

FORD MOTOR: Luxury Brands Buyer Says Won't Flip Jaguar
FORD MOTOR: To Give Out Performance Bonuses to All Employees
GENERAL MOTORS: Shuts Wentzville Plant Over Axle Workers' Strike
GENERAL MOTORS: 18 Plants to Lay Off Workers Due to Axle Strike
GENERAL MOTORS: Laid Off Union Workers Will Be Paid Under Pacts

GENERAL MOTORS: Restores CEO's Pay to 2003 Level of US$2.2 Mil.
OSI RESTAURANT: Weak Performance Cues Moody's to Hold B2 Rating
PROPEX INC: Committee Wants FTI Consulting as Financial Advisor


C A Y M A N  I S L A N D S

336275 LIMITED: To Hold Final Shareholders' Meeting on March 18
BEAR STEARNS: Whicker & Breighton Continue as Joint Liquidators
ESPRIT GENERAL: Sets Final Shareholders' Meeting for March 18
REDWOOD CAPITAL VII: Final Shareholders' Meeting Is on March 18
REDWOOD CAPITAL VIII: To Hold Shareholders' Meeting on March 18

SCR MARKET: Will Hold Final Shareholders' Meeting on March 18


C H I L E

DIRECTV GROUP: Will Launch High Definition TV in Latin America

C O L O M B I A

BANCOLOMBIA: Unit Earns COP23.3 Billion in 2007


C O S T A  R I C A

CHARLES JOURDAN: Court Approves EUR2.5 Million Sale to Finzurich
SIRVA INC: Triple Net Seeks Appointment of Class 5 Committee
SIRVA INC: Asks Authority from Court to Sell UK & Ireland Units


C U B A

SHERRITT INT'L: Will Drill 12 Wells in Cuba This Year
SHERRITT IN'L: Will Expand Boca de Jaruco Plant in Cuba


D O M I N I C A N   R E P U B L I C

INVACARE CORP: Names Robert K. Gudbranson as CFO


M E X I C O

AMERICAN AXLE: Strike Cues GM to Close Missouri Plant
CASA DE CAMBIO: Case Summary & 20 Largest Unsecured Creditors
CLEAR CHANNEL: Extends Notes Tender Offer to March 18
DURA AUTOMOTIVE: Files Revised Plan of Reorganization
DURA AUTOMOTIVE: Wants to Hire SRR as Valuation Consultant

FEDERAL-MOGUL: Inks New Stock Option Pact With CEO Jose Alapont
GRUPO GIGANTE: Moody's Withdraws Rating at Company's Request
KANSAS CITY: Realigns Transportation Divisions & Leadership Team
MOVIE GALLERY: Court Okays US$4.7 Mil. Employee Incentive Plan
MOVIE GALLERY: Committee Supports Second Amended Chapter 11 Plan

MOVIE GALLERY: Judge Tice Approves Phase 2 Sale Procedures
SHARPER IMAGE: Landlords Object to US$60M DIP Financing Motion
SHARPER IMAGE: Wants to Employ Conway Del Genio as Managers
SHARPER IMAGE: Wants to Employ Weil Gotshal as Lead Counsel
SHARPER IMAGE: Wants to Employ Womble Carlyle as Co-Counsel

SHARPER IMAGE: Director Steven A. Lightman Resigns
USG CORP: Completes Payment to Asbestos Personal Injury Trust
USG CORP: Pays US$40 Mln in Property Damage Settlements in 2007
* Fitch Publishes 2008 Mexican RMBS Performance & Outlook Report


P U E R T O  R I C O

AEROMED SERVICES: Files Schedules of Assets and Liabilities
R&G FINANCIAL: Gets Regulatory Approval to Pay March Dividends
UNIVISION COMMS: Sells Recording and Publishing Business to UMG


V E N E Z U E L A

CA LA ELECTRICIDAD: Unit Launches Purchase Offer of 10.25% Notes
PETROLEOS DE VENEZUELA: Unit Hikes Crude Oil Production by 17.6%


X X X X X X

* Large Companies with Insolvent Balance Sheet


                          - - - - -


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

GREID SA: Trustee Will Verify Proofs of Claim Until March 25
------------------------------------------------------------
Victor Hugo Sanchez, the court-appointed trustee for Greid SA's
reorganization proceeding, will be verifying creditors' proofs
of claim until March 25, 2008.

Mr. Sanchez will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance in Pergamino, Buenos Aires, will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Greid SA and its creditors.

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

A general report that contains an audit of Greid SA's accounting
and banking records will be submitted in court.

Infobae didn't state the submission deadlines of the reports.

The trustee can be reached at:

          Victor Hugo Sanchez
          25 de Mayo 663, Pergamino
          Buenos Aires, Argentina


IDS SA: Trustee to File Individual Reports in Court on May 29
-------------------------------------------------------------
Estudio Israelson y Kohan, the court-appointed trustee for IDS
SA's reorganization proceeding, will present validated claims as
individual reports before the National Commercial Court of First
Instance No. 25 in Buenos Aires on May 29, 2008.

Estudio Israelson will be verifying creditors' proofs of claim
until April 16, 2008.  The trustee will also submit in court a
general report containing an audit of IDS' accounting and
banking records on July 18, 2008.

Creditors will vote to ratify the completed settlement plan
during the assembly on Feb. 4, 2009.

The debtor can be reached at:

          IDS SA
          Cervino 3707
          Buenos Aires, Argentina

The trustee can be reached at:

          Estudio Israelson y Kohan
          Lavalle 1672
          Buenos Aires, Argentina


SUPERCLICK INC: Jan. 31 Balance Sheet Upside-Down by US$1.3 Mil.
----------------------------------------------------------------
Superclick Inc.'s consolidated financial statements at Jan. 31,
2008, showed US$1,926,284 in total assets and US$3,253,879 in
total liabilities, resulting in a US$1,327,595 total
stockholders' deficit.

At Jan. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with US$1,627,196 in total current
assets available to pay US$3,240,739 in total current
liabilities.

The company reported net income of US$178,348 on net revenue of
US$1,447,855 for the first quarter ended Jan. 31, 2008, compared
with a net loss of US$61,471 on net revenue of US$761,635 in the
same period ended Jan. 31, 2007.

Net sales increased US$493,832 or 207.7%, while services revenue
increased US$192,388 or 36.7% due to a greater number of rooms
under support.

Income from operations for the three months ended Jan. 31, 2008,
was US$208,776 or 14.4% of net revenue, compared to US$12,416 or
1.6% of net revenue, respectively.

Interest expense for the three months ended Jan. 31, 2008, and
2007, was US$47,880 and US$82,637, respectively.

                      Going Concern Disclaimer

Bedinger & Company in Concord, Calif., expressed substantial
doubt about Superclick Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Oct. 31, 2007.  The auditing firm
pointed to the company's accumulated capital deficit and
significant debt.

                       About Superclick Inc.

Headquartered in Montreal, Quebec, Superclick Inc., (OTC BB:
SPCK.OB) -- http://www.superclick.com/ -- through its wholly
owned, Montreal-based subsidiary Superclick Networks Inc.,
develops, manufactures, markets and supports the Superclick
Internet Management System, Monitoring and Management
Application and Media Distribution System in worldwide
hospitality, conference center and event, multi-tenant unit and
university markets.  Current clients include MTU residences and
Candlewood Suites, Crowne Plaza, Fairmont Hotels, Four Points by
Sheraton, InterContinental Hotels Group PLC, Hilton, Holiday
Inn, Holiday Inn Express, Hampton Inn, Marriott, Novotel,
Radisson, Sheraton, Westin and Wyndham hotels in Canada, the
Caribbean and the United States.

Superclick has operations in Argentina, Aruba, Australia,
Bahamas, Barbados, Belgium, Bermuda, Brazil, Cayman Islands,
Chile, Colombia, Costa Rica, Dominica, Dominican Republic, El
Salvador, France, Guatemala, Jamaica, Luxembourg, Martinique,
Mauritius, Netherlands, Portugal, Puerto Rico, Sweden,
Switzerland, Trinidad and Tobago, Turks and Caicos Islands,
United States, Virgin Islands, British, Virgin Islands, and the
United States.


SUPER NATURAL: Proofs of Claim Verification Deadline Is April 17
----------------------------------------------------------------
Anibal Diego Carrillo, the court-appointed trustee for Super
Natural S.R.L.'s bankruptcy proceeding, will be verifying
creditors' proofs of claim until April 17, 2008.

Mr. Carrillo will present the validated claims in court as
individual reports on May 29, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Super Natural and its creditors.

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

A general report that contains an audit of Super Natural's
accounting and banking records will be submitted in court on
July 10, 2008.

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

The trustee can be reached at:

          Anibal Diego Carrillo
          Juncal 615
          Buenos Aires, Argentina


TELECOM ARGENTINA: Earns ARS884 Million in 2007
-----------------------------------------------
Telecom Argentina reported net income of ARS884 million for the
fiscal year ended Dec. 31, 2007.

                           Highlights:

    -- During 2007, the Telecom Argentina Group continued with an
       important expansion of its business. Consolidated Net
       Revenues grew 23% vs. the previous year 2006, amounting to
       ARS9,074 million.  Major revenue increase came from the
       Cellular business with an expansion of 34% and from
       Internet businesses with a growth of 23%, both with
       respect to 2006.

    -- The cellular customer base reached 12.3 million (+28%),
       Broadband subscribers totaled 783,000 (+71%), while fixed
       lines in service increased by 3% to 4.2 million.

    -- Operating Profit before Depreciation and Amortization
       (OPBDA) reached ARS3,052 million (+34% vs. 2006),
       equivalent to 34% of Net Revenues, mainly fueled by
       cellular telephony growth.  On the contrary, fixed
       telephony profitability continues weakening due to frozen
       tariffs and the inflation effect on the general cost
       structure.

    -- Net Income reached ARS884 million (2.6 more than 2006).
       This result includes ARS102 million from the sale of the
       subsidiary Publicom, occurred during the first months of
       2007.

    -- The Telecom Group continued developing its strong
       investment plan, allocating ARS1,441 million during 2007
       (+18% vs. 2006), where ARS799 million were allocated to
       fixed telephony (+35% vs. 2006).

     -- Net Financial Debt (before NPV effect) declined to
        ARS2,055 million (-ARS1,443 million vs. December 2006),
        primarily as a result of the cash flow generated by
        operations.  The Net Financial Debt to OPBDA ratio
        declined from 1.5 as of the end of 2006, to 0.7 as of the
        end of 2007.

     -- On Feb. 19, 2008, Fitch Ratings upgraded the long-term
        debt rating of Telecom Argentina and Telecom Personal to
        B+ on the International Scale and to AA- on the Local
        Scale.

During 2007, Consolidated Net Revenues increased 23% (+ARS1,702
million vs. 2006) to ARS9,074 million, mainly fueled by the
cellular and Broadband businesses.

Moreover, OPBDA increased by 34% (+ARS767 million) to ARS3,052
million (34% of Consolidated Net Revenues).  This level of
operating profits before depreciation and amortization is
consequence of the substantial improvement in revenues, together
with a better efficiency in costs.

                    Consolidated Net Revenues

The evolution in Consolidated Net Revenues by reportable segment
was as:

    * Voice, Data Transmission & Internet:

Revenues generated by these services amounted to ARS3,302
million, +8% vs. 2006.

    * Voice:

Total Revenues for this service reached ARS2,601 million (+5%
vs. 2006), despite there was no increase in regulated tariffs
during the period.

Monthly Charges and Supplementary Services increased by ARS30
million or 4%, to ARS746 million, as a consequence of higher
number of lines in service (+3%), reaching 4.2 million of lines.

Revenues generated by traffic (Local Measured Service, Domestic
Long Distance and International Telephony) totaled ARS1,230
million, with an increase of 4% vs. 2006.

Interconnection revenues amounted to ARS373 million (+17%),
mainly fueled by traffic originating in cellular lines but
transported by and terminated in fixed-line network.

    * Public Telephony & Other:

Other revenues reached ARS252 million, barely exceeding ARS250
million in 2006.  This amount was affected by an increase in
billing & collecting commission and handset sales but partially
compensated by a decrease in Public Telephony revenues.

    * Internet and Data Transmission:

Total revenues coming from Internet services reached ARS528
million (+23% vs. 2006), due to the increase in the Broadband
business, driven by commercial promotions, innovation of service
portfolio and better network coverage.

Moreover, Telecom's Broadband subscribers reached 783,000 as of
December 2007(+71% vs. December 2006).  Therefore, lines with
this type of connections represent approximately 19% of
Telecom's fixed-lines in service.

Telecom confirms its market oriented approach, based on
delivering higher velocity solutions, allowing its customers
to access increasingly complex multimedia content as well as new
value- added services.  Since October, Telecom Argentina has
improved its Broadband portfolio by automatically upgrading its
Arnet 640 K customers to Arnet 1 Mb product.  In addition,
Telecom launched the Arnet 20 Mb product, the fastest connection
available in the Argentine market.

Revenues generated by Data transmission amounted to ARS173
million, (+11% vs. 2006).  The company continues actively
working with the corporate market, as well as with the
Government sector, providing know-how and experience in
telecommunication skills, supplying tailor-made and converging
systems that integrate voice & data services -- for both fixed
and cellular services -- together with multimedia solutions, all
with the latest generation technology, leading the development
of Virtual Private Net on Internet Protocol (VPN-IP) and Multi
Protocol Label Switching (MPLS) networks.

In connection with the Government sector, Telecom assists on e-
government enterprises, such as solution for administrative
management, 911, emergency services and cameras for security and
medical treatment.  Furthermore, regarding ICT, the company has
endorsed the development of data networks.  Therefore, Telecom
Datacenter experienced an important growth, assuring high
availability of Broadband connectivity, outsourcing and
contingency solutions to its clients.

    * Cellular Telephony:

The Cellular Telephony business achieved consolidated growth and
increased its participation in the group's total revenues (64%
vs. 59% in 2006).  During 2007 this business generated revenues
of ARS5,772 million (+34% vs. 2006). Total subscribers reached
12.3 million.

                   Telecom Personal in Argentina

As of Dec. 31, 2007, Personal's subscribers reached 10.7 million
in Argentina (+2.2 million or +27% vs. 2006).  Approximately 66%
of the overall subscriber base was prepaid and 34% was postpaid.

Total voice traffic increased by 31% vs. 2006 while outgoing SMS
traffic confirming its higher usage increased from an average of
741 million messages in fourth quarter 2006 to an average of
1,016 million (+37%) in the fourth quarter of 2007.  Because of
this enhancement in traffic and the use of value added services,
the Average Monthly Revenue per User (ARPU) increased by ARS42
in fourth quarter 2007, compared to ARS40 in fourth quarter
2006, positioning the company as one of the highest ARPUs in the
market.  Consequently, ARPU determined on an annual basis
remained stable at ARS39 in 2007 compared to 2006.

Revenues totaled ARS5,339 million (+ARS1,375 million or +35% vs.
2006).  Service revenues increased by ARS1,328 million or 39%
vs. 2006, while handset sales grew by 9% in the period.

Reconfirming its strong focus on technological innovation,
Personal continued the expansion of its Third Generation Network
(3G/3.5G).  In anticipation to the summer season, during fourth
quarter 2007, the company introduced the latest services for 3G
in main Argentine tourist cities and also in Uruguay, adding
them to those existing coverage available in Buenos Aires,
Cordoba and Rosario.

In terms of products and services, further agreements to
introduce exclusive mobile content to the Multimedia Portal
WAP were executed.  The development of innovative value-added
services was also such enhanced, with Full Track Download (MP3)
and instant messages, together with MSN.

In addition, Personal continued with the expansion of its
commercial network by opening new customer offices.  As of
December 2007, Personal counted with 45 commercial offices,
gaining commercial capillarity and confirming its institutional
presence throughout Argentina.  Accordingly, customer
satisfaction was enhanced, mainly by improving waiting time and
increasing dedicated attention.

                             Nucleo:

Personal's controlled subsidiary that operates in Paraguay,
generated revenues equivalent to ARS433 million (+22% vs. 2006).

By the end of the year 2007, the subscriber base reached
approximately 1.6 million, +40% vs. 2006.  Prepaid and Postpaid
customers represented 90% and 10%, respectively.

                   Consolidated Operating Costs

The Cost of Services Provided, Administrative Expenses and
Selling Expenses totaled ARS7,438 million in 2007, which
represents an increase of ARS960 million or +15% vs. 2006.
Notwithstanding, as a percentage of net revenues, this evolution
represents a decrease of 600 basis points (88% in 2006 vs. 82%
in 2007) which means an improvement in efficiency and better use
of costs.

The breakdown of costs is:

    -- Salaries and Social Security Contributions: ARS960 million
       (+16%), affected by raising salaries and an increase of
       cellular business personnel (+283 in 2007 vs. 2006).

    -- Taxes: ARS660 million (+22%), in line with the general
       evolution of revenue volume.

    -- Agents and Prepaid Card Commissions: ARS704 million(+28%),
       due to the expansion of subscribers and the volume of the
       prepaid cards sold.

    -- Advertising: ARS306 million (+36%) to support commercial
       activity in cellular telephony and internet.

    -- Cost of Voice, Data & Cellular handsets: decreased to
       ARS893 million (-11%) as a consequence of fewer handset
       sales, taking into account the level of market penetration
       reached and due to a lower number of handsets upgrade from
       TDMA to GSM.

    -- TLRD and Roaming: ARS760 million (+31%) due to increased
       traffic among cellular operators.

    -- Depreciation of Fixed and Intangible Assets:  ARS1,416
       million, stable when compared to 2006.  Fixed-line
       telephony totaled ARS828 million and Cellular telephony
       ARS588 million.

           Consolidated Financial and Holding Results

Financial and Holding Results resulted in a loss of ARS441
million, as compared to the ARS484 million loss registered in
2006. Although net interest decreased by ARS145 million such
reduction was compensated by the effect of foreign currency
exchange (-ARS42 million) and holding losses on handsets
inventories (ARS54 million).

                       Net Financial Debt

As of Dec. 31, 2007, Net financial debt (Loans before the effect
of NPV valuation, minus cash, cash equivalents and other credits
from derivative investments) amounted to ARS2,055 million, a
reduction of ARS1,443 million as compared to December 2006.
This decrease is due to the generation of operating cash flow
and the result of Publicom sale that permitted debt cancellation
for ARS1,290 million (ARS889 million in Telecom Argentina and
ARS401 million in Telecom Personal).

                 Consolidated Capital Expenditures

A total amount of ARS1,441 million (including material by ARS139
million) was invested in fixed and intangibles assets.  Such
amount was allocated between the Voice, Data and Internet
businesses (ARS799 million) and the cellular business (ARS642
million).

Main Capex projects the Voice, Data and Internet Businesses
related to the expansion of Broadband services and the upgrade
of the network for services of a new generation, while in the
cellular business, improvement of the network, and the launch of
new and innovative value-added services, were areas of focus.

                       Commercial Initiatives

Within the technological upgrade initiated by Telecom in the
fixed-line business, three outstanding announcements were made:

In connection with SMEs target, Telecom renewed its portfolio of
services, with integrated solutions that combine fixed and
mobile telephony, data transmission and internet, thus
strengthening its position as integrated provider of
telecommunication solutions.

Regarding the mass market, the company launched for the first
time in the country, the Short Message Service (SMS) for fixed
lines, as a first step of several innovations that Telecom will
offer its residential clients, and which will change home
communications.

In addition, in December 2007 Telecom Argentina launched video-
call product, becoming then the first operator in South America
to provide a service that integrates voice and video for mass
market.

                      Recent Relevant Matters

The Board of Directors of Telecom Personal has submitted for
consideration of its Shareholder's Meeting a cash distribution
of dividends for an amount of ARS220 million.

On Feb. 19, 2008, Fitch Ratings upgraded the long-term debt
rating of Telecom Argentina and Telecom Personal to B+ from B on
the International Scale and to AA- from A on the Local Scale.

                       About Telecom Argentina

Headquartered in Buenos Aires, Telecom Argentina S.A. --
http://www.telecom.com.ar/index-flash.html-- provides
telephone-related services, such as international long-distance
service and data transmission and Internet services, and through
its subsidiaries, wireless telecommunications services,
international wholesale services and telephone directory
publishing.  As of Dec. 31, 2006, its telephone system included
approximately 4.09 million lines in service.

As of 2007, current approximate ownership of Telecom Argentina
is: * 54.74% by Nortel Inversora S.A., itself a consortium made
up of: -- Werthein Group (48%) -- Telecom Italia  -- France
Telecom group (2%); * 41.5% publicly traded; and * 4.21%
employee stock ownership program France Telecom sold its part of
Telecom Argentina to the WertheinGroup, an Argentine
agricultural concern owned in part by vice chairman Gerardo
Werthein.  As of 2007, current approximate ownership of Telecom
Argentina is: * 54.74% by Nortel Inversora S.A., itself a
consortium made up of: -- Werthein Group (48%) -- Telecom Italia
group (50%) -- France Telecom group (2%); * 41.5% publicly
traded; and * 4.21% employee stock ownership program.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 21, 2008, Fitch Ratings upgraded Telecom Argentina SA's
Foreign currency Issuer Default Rating to 'B+' from 'B', Local
currency IDR upgraded to 'B+' from 'B' and Senior unsecured
notes upgraded to 'B+/RR4' from 'B'/RR4.

Fitch's rating outlook for the local currency IDR and national
scale rating for Telecom Argentina remained positive and the
rating outlook for the foreign currency IDR is revised to stable
from positive.


TERRAMED SRL: Trustee to File Individual Reports on June 12
-----------------------------------------------------------
Mirta Haydee Addario, the court-appointed trustee for Terramed
SRL's reorganization proceeding, will present validated claims
as individual reports before the National Commercial Court of
First Instance in Buenos Aires on June 12, 2008.

Ms. Addario will be verifying creditors' proofs of claim until
April 30, 2008.  She will also file in court a general report
containing an audit of Terramed's accounting and banking records
on Aug. 8, 2008.

Creditors will vote to ratify the completed settlement plan
during the assembly on Feb. 18, 2009.

The debtor can be reached at:

         Terramed SRL
         Terrada 1242
         Buenos Aires, Argentina

The trustee can be reached at:

         Mirta Addario
         Lavalle 1454
         Buenos Aires, Argentina



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

ISLE OF CAPRI: S&P Puts 'BB-' Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Service placed its ratings for Isle of
Capri Casinos Inc., including the 'BB-' corporate credit rating,
on CreditWatch with negative implications.

"The CreditWatch listing follows a slower-than-expected ramp up
at the company's Pompano Park, Waterloo, and Coventry
properties, as well as continued EBITDA declines at several of
the company's other facilities, including all of those in
Mississippi and Louisiana," said Standard & Poor's credit
analyst Ariel Silverberg.  "As a result, credit measures are not
likely to improve over the intermediate term to the extent that
we previously had expected.  Credit measures are currently very
weak for the rating."

For the first nine months of fiscal 2008 (ending Jan. 27, 2008),
property level EBITDA was up 1.1%, primarily due to
contributions from properties opened in the first quarter of
2008.  When comparing only those properties in operation for the
full nine month period in both 2007 and 2008, property level
EBITDA was down 8.6%, primarily as a result of significant
declines in Mississippi, partially mitigated by EBITDA
improvements in Black Hawk.  S&P expects these properties will
continue to be challenged over the intermediate term given the
softness in the U.S. economy, which has resulted in revenue
declines in several of the markets in which Isle operates.

In resolving the CreditWatch listing, S&P will discuss with new
management its plans associated with managing expenses and
driving future revenue growth.  S&P notes that this management
team has had success in turning around other challenged gaming
companies.   Other factors that will be considered in S&P's
review are Isle's financial strategies and its intermediate
liquidity position.

Based in Biloxi, Mississippi and founded in 1992, Isle of Capri
Casinos Inc. (Nasdaq: ISLE) -- http://www.islecorp.com/-- owns
and operates casinos in Biloxi, Lula and Natchez, Mississippi;
Lake Charles, Louisiana; Bettendorf, Davenport, Marquette and
Waterloo, Iowa; Boonville, Caruthersville and Kansas City,
Missouri and a casino and harness track in Pompano Beach,
Florida.  The company also operates and has a 57% ownership
interest in two casinos in Black Hawk, Colorado.  Isle of Capri
Casinos' international gaming interests include a casino that it
operates in Freeport, Grand Bahama, a casino in Coventry,
England, and a two-thirds ownership interest in casinos in
Dudley and Wolverhampton, England.



===========
B E L I Z E
===========

CONTINENTAL AIRLINES: Pilots Rally on March 12 to Support Talks
---------------------------------------------------------------
Pilots at Continental Airlines Inc., represented by the Air Line
Pilots Association International, will hold a rally to tell
management: "the loan is due."

The rally will be from 8:00 a.m. to 9:15 a.m. ET on Wednesday,
March 12, 2008, at the Newark Airport Hotel at 1000 Spring
Street, in Elizabeth, New Jersey.  Pilots will also hold
informational picketing lines at the NYC Financial District in
Broad Street and Exchange Pl from 11:00 a.m. to 1:00 p.m. ET and
a rally in Battery Park, Clinton Castle from 1:30 p.m. to 2:25
p.m. ET.  Speakers at Battery Park will include Continental
union leader Capt. Jay Pierce, local union representative Capt.
Al Brandano, and ALPA president Capt. John Prater.

Continental Airlines pilots gave up more than US$200 million
annually in concessions in their last contract as a "loan" to
help Continental Airlines overcome the threat of bankruptcy and
help management achieve success.  Continental is now one of the
most prosperous airline carriers, achieving a 2007 pre-tax
profit of US$566 million.  Continental pilots believe the time
for repayment of their "loan" is now due and they should share
in the rewards and profits made possible by their sacrifices
that are now being enjoyed by management.  Continental pilots
are preparing for the start of negotiations for the economic
items of their contract (pay, benefits, etc.), which becomes
amendable Dec. 31, 2008.

                    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 Belize, Mexico, 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.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 27, 2007, Fitch Ratings affirmed Continental Airlines 'B-'
issuer default rating with a stable outlook.



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

SCOTTISH RE: Will File 2007 Financial Statements Late
-----------------------------------------------------
Scottish Re Group Limited will delay the filing of its Form 10-K
for the year ended Dec. 31, 2007.  The company will submit a
Form 12b-25 to the Securities and Exchange Commission for an
extension of time to file the Form 10-K and currently expects to
make the filing on or about April 1, 2008.

The company is unable to file the Form 10-K by the prescribed
due date of March 17, 2008, because of the additional work
necessary to complete the Dec. 31, 2007, financial statements
and address accounting and disclosure requirements related to
the company's holdings in sub-prime and Alt-A securities as well
as the company's recently announced change in strategic focus.
The company's independent auditors also need the additional time
to complete their audit of the financial statements and the
audit of internal control over financial reporting.

The company currently expects to report results for the fourth
quarter of 2007 after the market closes on March 27, 2008 and
expects to host an earnings conference call to discuss the
fourth quarter and full year results at 8:30 am Eastern Time on
Friday, March 28, 2008.

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

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 4, 2008, Standard & Poor's Ratings Services lowered its
counterparty credit rating on Scottish Re Group Ltd. to 'B' from
'B+'.  At the same time, it lowered its counterparty credit and
financial strength ratings on Scottish Re's operating companies
to 'BB' from 'BB+' and also lowered the ratings on all these
companies' dependent unwrapped securitized deals by one notch.
In addition, S&P placed the ratings on all these companies on
CreditWatch with negative implications.

As reported in the Troubled Company Reporter-Latin America on
Feb. 19, 2008, Moody's Investors Service placed Scottish Re
Group Limited's Senior unsecured  shelf of (P)Ba3; subordinate
shelf of (P)B1; junior subordinate shelf of (P)B1; preferred
stock of B2; and preferred stock shelf of (P)B2 ratings on
review for downgrade.



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

BANCO BRADESCO: Completes US$500MM Future Flow Securitization
-------------------------------------------------------------
Banco Bradesco's Managing Director Jose Guilherme told Business
News Americas that the bank completed on Friday a US$500
million, six-year future flow securitization.

The securitization was placed with a coupon equal to three-month
Libor plus 60 basis points, BNamericas says, citing Mr. Lembi de
Faria.  Mr. Lembi de Faria told BNamericas that Banco Bradesco
will use proceeds in import and export financing for Brazilian
firms.

According to BNamericas, the placement agent was the Bank of
Tokyo-Mitsubishi UFJ.

Headquartered in Sao Paulo, Brazil, Banco Bradesco S.A. (NYSE:
BBD) -- http://www.bradesco.com.br/-- prides itself on serving
low-and medium-income individuals in Brazil since the 1960s.
Bradesco is Brazil's largest private bank, with more than 3,000
banking branches, and also a leader in insurance and private
pension management.  Bradesco has branches throughout Brazil as
well as one in New York, and Japan.  Bradesco offers Internet
banking, insurance, pension plans, annuities, credit card
services (including football-club affinity cards for the soccer-
mad population), and Internet access for customers.  The bank
also provides personal and commercial loans, along with leasing
services.

                             *     *     *

On Nov. 12, 2007, Moody's Investors Service assigned a Ba2
foreign currency deposit rating to Banco Bradesco.


BANCO BRADESCO: Agora Corretora Will Become BBI's Unit
------------------------------------------------------
Agora Corretora will become a subsidiary of Banco Bradesco's
investment bank BBI and shareholders will receive 8% of capital
in BBI, Business News Americas reports.

BNamericas relates that Banco Bradesco acquired Agora Corretora
in a BRL830 million all-share deal, with BRL500 million for the
brokerage business and BRL330 million for Agora Corretora shares
in Bovespa and derivatives market BM&F.  Banco Bradesco expects
to wrap up the new acquisition in the first six months of this
year, after getting regulatory approval.

Banco Bradesco Chief Executive Officer Marcio Cypriano told
reporters that the bank has "positioned itself as a leading
broker" in Brazil through the Agora Corretora acquisition.

UBS Pactual analyst Bruno Pereira told BNamericas that Banco
Bradesco paid a "reasonable price for a fast-growing business"
although the payment in shares was "surprising."

According to BNamericas, Mr. Cypriano said that "the impact of
the acquisition will likely be nil the first year but likely
show returns during the second year.  Banco Bradesco would like
to write off the acquisition as a whole but that depends on new
accounting rules from the central bank and securities regulator
Comissao de Valores Mobiliarios, which could make write-offs
more complicated."

Agora Corretora will operate as a separate entity with
headquarters in Rio de Janeiro.  There is no overlap of
customers, Mr. Cypriano told BNamericas.

Headquartered in Sao Paulo, Brazil, Banco Bradesco S.A. (NYSE:
BBD) -- http://www.bradesco.com.br/-- prides itself on serving
low-and medium-income individuals in Brazil since the 1960s.
Bradesco is Brazil's largest private bank, with more than 3,000
banking branches, and also a leader in insurance and private
pension management.  Bradesco has branches throughout Brazil as
well as one in New York, and Japan.  Bradesco offers Internet
banking, insurance, pension plans, annuities, credit card
services (including football-club affinity cards for the soccer-
mad population), and Internet access for customers.  The bank
also provides personal and commercial loans, along with leasing
services.

                             *     *     *

On Nov. 12, 2007, Moody's Investors Service assigned a Ba2
foreign currency deposit rating to Banco Bradesco.


BANCO ITAU: Plans to Offer Private Banking Services in Mexico
-------------------------------------------------------------
Banco Itau Holding Financeira SA is planning to offer private
banking services in Switzerland and Mexico to attract investors
for Brazilian assets purchase, Heloiza Canassa and Flavia Lima
of Bloomberg News report.

Lywal Salles, Itau's director for private banking, told
Bloomberg that the bank wanted to take advantage of rising
demand for Brazilian securities.

In an interview with Bloomberg Television, Mr. Salles disclosed
that foreign investors increased their interest for emerging
markets, adding that "It is very interesting to have investments
in reais since real interest rates are at 7 percent."

According to the report, Itau and other Brazilian banks expanded
their services as faster economic growth in Latin America's
biggest economy and appreciation of the Brazilian currency have
increased demand for the country's assets.  Mr. Salles added
that about 31 percent of Itau's US$26 billion in assets under
management by its private banking unit are from non-Brazilian
clients, Bloomberg relates.

                          About Banco Itau

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

                         *     *     *

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

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

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

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


COMPANHIA ENERGETICA: To Conduct Hydro & Wind Power Studies
-----------------------------------------------------------
Companhia Energetica de Minas Gerais aka Cemig has signed a
partnership agreement with Energias do Brasil to conduct
feasibility studies for hydro and wind power projects, Business
News Americas reports.

Energias do Brasil said that it will study wind and hydro
projects with Cemig to add 500 megawatts and 360 megawatts in
installed capacity respectively.  BNamericas relates that
Energias do Brasil also entered into partnership accords for the
projects with engineering firms Andrade Gutierrez and Concremat
Engenharia e Tecnologia.

Cemig, Andrade Gutierrez, and Concremat Engenharia will study
the feasibility of hydro projects totaling 674 megawatts,
BNamericas says.

BNamericas notes that once the feasibility of the projects are
proven, Energias do Brasil and Cemig will have 51% and 49%
stakes in the projects, respectively.  The studies will conclude
in the first half of 2009, BNamericas states, citing Energias do
Brasil.

                      About Energias do Brasil

Energias do Brasil S.A. is an integrated utility group
controlled by Energias de Portugal, with activities in
generation, distribution and commercialization of electricity.
Its power distribution subsdiaries Bandeirante, Escelsa and
Enersul represent altogether some 64% of consolidated total
assets, while the power generation assets represent some 31%.

                    About Companhia Energetica

Companhia Energetica de Minas Gerais aka Cemig --
http://www.cemig.com.br/-- is one of the largest and most
important electric energy utilities in Brazil due to its
strategic location, its technical expertise and its market.
Cemig's concession area extends throughout nearly 96.7% of the
State of Minas Gerais, Brazil.  Cemig owns and operates 52 power
plants, of which six are in partnership with private
enterprises, relying on a predominantly hydroelectric energy
matrix.  Electric energy is produced to supply more than 17
million people living in the state's 774 municipalities.  In
addition to those 52 plants, another three are currently under
construction.

Cemig is also active in several other states, through ventures
for the generation or the commercialization of energy in these
Brazilian states: in Santa Catarina (generation), Rio de Janeiro
(commercialization and generation), Espirito Santo (generation)
and Rio Grande do Sul (commercialization).

                         *     *     *

As reported on March 8, 2007, Moody's Investors Service assigned
corporate family ratings of Ba2 on its global scale and Aa3.br
on its Brazilian national scale to Companhia Energetica de Minas
Gerais aka CEMIG.  The rating action triggered the upgrade of
CEMIG's outstanding debentures due in 2009 and 2011, and of the
BRL250 million 2014 senior unsecured guaranteed debentures of
its wholly owned subsidiary, Cemig Distribuicao S.A. to Ba2 from
B1 on the global scale and to Aa3.br from Baa2.br on the
Brazilian national scale, concluding the review process
initiated on Aug. 8, 2006.


ENERGIAS DO BRASIL: To Conduct Feasibility Studies With Cemig
-------------------------------------------------------------
Energias do Brasil has signed a partnership agreement with
Companhia Energetica de Minas Gerais aka Cemig to conduct
feasibility studies for hydro and wind power projects, Business
News Americas reports.

Energias do Brasil said that it will study wind and hydro
projects with Cemig to add 500 megawatts and 360 megawatts in
installed capacity respectively.

BNamericas relates that Energias do Brasil also entered into
partnership accords for the projects with engineering firms
Andrade Gutierrez and Concremat Engenharia e Tecnologia.

Cemig, Andrade Gutierrez, and Concremat Engenharia will study
the feasibility of hydro projects totaling 674 megawatts,
BNamericas says.

BNamericas notes that once the feasibility of the projects are
proven, Energias do Brasil and Companhia Energetica will have
51% and 49% stakes in the projects, respectively.  The studies
will conclude in the first half of 2009, BNamericas states,
citing Energias do Brasil.

                    About Companhia Energetica

Companhia Energetica de Minas Gerais aka Cemig --
http://www.cemig.com.br/-- is one of the largest and most
important electric energy utilities in Brazil due to its
strategic location, its technical expertise and its market.
Cemig's concession area extends throughout nearly 96.7% of the
State of Minas Gerais, Brazil.  Cemig owns and operates 52 power
plants, of which six are in partnership with private
enterprises, relying on a predominantly hydroelectric energy
matrix.  Electric energy is produced to supply more than 17
million people living in the state's 774 municipalities.  In
addition to those 52 plants, another three are currently under
construction.

Cemig is also active in several other states, through ventures
for the generation or the commercialization of energy in these
Brazilian states: in Santa Catarina (generation), Rio de Janeiro
(commercialization and generation), Espirito Santo (generation)
and Rio Grande do Sul (commercialization).

                      About Energias do Brasil

Energias do Brasil S.A. is an integrated utility group
controlled by Energias de Portugal, with activities in
generation, distribution and commercialization of electricity.
Its power distribution subsdiaries Bandeirante, Escelsa and
Enersul represent altogether some 64% of consolidated total
assets, while the power generation assets represent some 31%.

                           *     *     *

In May 2007, Moody's Investors Service placed a Ba2 long-term
corporate family rating on Energias do Brasil.


FORD MOTOR: Luxury Brands Buyer Says Won't Flip Jaguar
------------------------------------------------------
Tata Motors Ltd. denied speculations that it may sell Jaguar
after it closes the acquisition deal with Ford Motor Co., Mike
Spector and Edward Taylor of The Wall Street Journal report.
Tata Group Chairman Ratan Tata said that Tata Motors Ltd. won't
flip Jaguar, and assured workers at Ford's Jaguar and Land Rover
luxury brands that the company won't introduce drastic changes
to the brands' business structure.

"These are two iconic brands . . . the plan would be to retain
the image and not to tamper it in any way," Reuters quoted a
Tata spokesperson, who spoke to reporters at the Geneva auto
show last week.  According to the unnamed spokesperson, Tata
intends to "nurture and grow" the brands.

A Financial Times report last week said that Mr. Tata expects
Jaguar and Land Rover's management to integrate with Tata
Motors', but he promises his executives would not get involved
with "Indianising" the company.

                          Deal Delayed

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the announcement of the sale of the two luxury brands to Tata
Motors is expected to be out soon.

According to the Indo-Asian News Service, the purchase has been
delayed  by more than 10 days.  "We have been told that the
memorandum of sales will now take place in the week beginning
March 17, after the Geneva Motor Show is over," IANS quoted a
spokesman for Unite workers as saying.

Ford noted in its U.S. Securities and Exchange Commission annual
report filing that the sale deal with Tata Motors for the two
units is expected to close in the second quarter.

                        About Tata Motors

India's largest automobile company, Tata Motors Limited --
http://www.tatamotors.com/-- is mainly engaged in the business
of automobile products consisting of all types of commercial and
passenger vehicles, including financing of the vehicles sold by
the Company.  The Company's operating segments consists of
Automotive and Others.  In addition to its automotive products,
it offers construction equipment, engineering solutions and
software operations.

Tata Motors has operations in Russia and the United Kingdom.

                        About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F)
-- http://www.ford.com/-- manufactures or distributes
automobiles in 200 markets across six continents.  With about
260,000 employees and about 100 plants worldwide, the company's
core and affiliated automotive brands include Ford, Jaguar, Land
Rover, Lincoln, Mercury, Volvo, Aston Martin, and Mazda.  The
company provides financial services through Ford Motor Credit
Company.

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

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 15, 2008, Fitch Ratings affirmed the Issuer Default Ratings
of Ford Motor Company and Ford Motor Credit Company at 'B', and
maintained the Rating Outlook at Negative.

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but
changed the rating outlook to Stable from Negative and raised
the company's Speculative Grade Liquidity rating to SGL-1 from
SGL-3.  Moody's also affirmed Ford Motor Credit Company's B1
senior unsecured rating, and changed the outlook to Stable from
Negative.  These rating actions follow Ford's announcement of
the details of the newly ratified four-year labor agreement with
the UAW.


FORD MOTOR: To Give Out Performance Bonuses to All Employees
------------------------------------------------------------
Ford Motor Co. will dole out performance bonuses to all its
hourly and salaried employees in North America despite incurring
a US$2.7 billion loss in 2007, various sources report citing
Ford CEO Allan Mulally.

Hourly workers will get a lump sum payment of US$1,000 beginning
March 13, while salaried employees' perk will be based on
payment grade and leadership level, The Wall Street Journal
reports.  The move was instigated to boost morale amid a
difficult turnaround.

While Ford didn't meet profit and market share goals for 2007,
it did improve its cost performance, quality, automotive cash
flow and financial results, Mr. Mulally said in the e-mail
message cited by WSJ's source.

As reported in the Troubled Company Reporter on March 9, 2007,
Ford Motor paid hourly and salaried employees a bonus of between
US$300 and US$800.

In addition, Tom Krisher of The Associated Press relates that
Ford will defer salaried worker merit increases to July 1 from
April 1 for the company to attain cost objectives.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F)
-- http://www.ford.com/-- manufactures or distributes
automobiles in 200 markets across six continents.  With about
260,000 employees and about 100 plants worldwide, the company's
core and affiliated automotive brands include Ford, Jaguar, Land
Rover, Lincoln, Mercury, Volvo, Aston Martin, and Mazda.  The
company provides financial services through Ford Motor Credit
Company.

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

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Fitch Ratings affirmed the Issuer Default Ratings of Ford Motor
Company and Ford Motor Credit Company at 'B', and maintained the
Rating Outlook at Negative.

As reported in the TCR on Nov. 19, 2007, Moody's Investors
Service affirmed the long-term ratings of Ford Motor Company (B3
Corporate Family Rating, Ba3 senior secured, Caa1 senior
unsecured, and B3 probability of default), but changed the
rating outlook to Stable from Negative and raised the company's
Speculative Grade Liquidity rating to SGL-1 from SGL-3.  Moody's
also affirmed Ford Motor Credit Company's B1 senior unsecured
rating, and changed the outlook to Stable from Negative.  These
rating actions follow Ford's announcement of the details of the
newly ratified four-year labor agreement with the UAW.


GENERAL MOTORS: Shuts Wentzville Plant Over Axle Workers' Strike
----------------------------------------------------------------
General Motors Corp. on Thursday ceased operations at another
plant -- GM's Wentzville, Missouri facility -- over the
continuing strike at its supplier, American Axle & Manufacturing
Inc., according to various reports.

The strike at American Axle is already at its two-week stretch
and no agreement has been reached as of press time.   American
Axle indicated on its Web site that it will resume contract
negotiations with the United Auto Workers union at noon on
Thursday, March 6, 2008.  No further details on the American
Axle-UAW negotiation was provided.

GM has about 20 facilities affected by the strike at American
Axle as the supplier attempts to negotiate with the United Auto
Workers.

The Wentzville facility is one of the five additional facilities
that GM intends to close, apart from the already closed six
facilities.  The other four facilities will be closed this week,
reports relate.

The Wentzville facility manufactures Chevrolet Express and GMC
Savanna and has 2,000 workers.

Around 20%, or more than 20,000, of GM's workers at its North
American operations have been affected by the plant closures.

                Two Plants Idled Over Axle Dispute

As reported in the Troubled Company Reporter on March 5, 2008,
two additional production facilities in Moraine, Ohio, and
Mishawaka, Indiana, have been affected by the labor dispute
between the UAW and key supplier American Axle, according to a
GM production statement.  A Toledo Transmission plant is
anticipated to be shutdown on March 10, 2008, and is expected
1,444 hourly and 219 salaried workers to be laid off.

The TCR related on March 3, 2008, two more GM plants are likely
to shutter this week as supplier American Axle continues to
negotiate with UAW union workers on strike.  GM's production of
Chevrolet Silverado and GMC Sierra pickups at the Pontiac
Assembly Center, which has 2,500 hourly and salaried employees,
in Michigan, ceased after the first shift on February 28.  A day
after, GM production factories in Flint, Michigan, Fort Wayne,
Indiana, and Oshawa, Ontario, were idled after the second shift,
displacing a total of 9,503 hourly and salaried workers.

UAW president Ron Gettelfinger and Vice President James Settles
disclosed that members at American Axle began an unfair labor
practices strike at on Feb. 26, 2008, following expiration of a
four-year master labor agreement.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle &
Manufacturing Holdings Inc. (NYSE:AXL) -- http://www.aam.com/--
and its wholly owned subsidiary, American Axle & Manufacturing,
Inc., manufactures, engineers, designs and validates driveline
and drivetrain systems and related components and modules,
chassis systems and metal-formed products for light trucks,
sport utility vehicles and passenger cars.  In addition to
locations in the United States (in Michigan, New York and Ohio),
the company also has offices or facilities in Brazil, China,
Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea
and the United Kingdom.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2007, nearly 9.37 million
GM cars and trucks were sold globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's
OnStar subsidiary is the industry leader in vehicle safety,
security and information services.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 28, 2008, Fitch Ratings affirmed the Issuer Default Rating
of General Motors at 'B' with a Rating Outlook Negative.

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured and SGL-1 Speculative Grade Liquidity
rating) but changed the outlook to Stable from Positive.  In an
environment of weakening prospects for US auto sales, GM
announced that it will take a non-cash charge of US$39 billion
for the third quarter of 2007 related to establishing a
valuation allowance against its deferred tax assets in the US,
Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on a new
labor contract.  The outlook is stable.


GENERAL MOTORS: 18 Plants to Lay Off Workers Due to Axle Strike
---------------------------------------------------------------
General Motors Corp. disclosed that 18 North American
manufacturing facilities will be partially or fully affected by
an ongoing labor dispute between GM's key supplier American Axle
and Manufacturing Inc. and the United Auto Workers union.
Around 16,336 hourly workers and 2,476 salaried employees will
be displaced, according to a GM production statement.

Plants that are partially affected are those still producing
parts for GM facilities not affected by the strike.  These
plants are:

    * South Engine plant in Flint, Michigan;
    * Engine/Components plant in St. Catharines, Ontario;
    * Transmission plant in Baltimore, Maryland;
    * Components plant in Bay City, Michigan;
    * Casting plant in Bedford, Ohio;
    * Casting plant in Defiance, Ohio;
    * Components plant in Fredericksburg, Virginia;
    * Components plant in Parma, Ohio;
    * Transmission plant in Willow Run, Michigan;
    * Transmission plant in Ypsilanti, Michigan;
    * Engine plant in Tonawanda, New York;
    * Stamping plant in Flint, Michigan;
    * Stamping plant in Grand Rapids, Michigan;
    * Stamping plant in Indianapolis, Indiana;
    * Stamping plant in Mansfield, Ohio;
    * Stamping plant in Marion, Indiana; and
    * Stamping plant in Parma, Ohio.

An engine plant in Romulus, Michigan will be fully affected by
the strike and will cease producing V6 and V8 engines on
March 10, 2008.

                 Two Plants Idled Over Axle Dispute

As reported in the Troubled Company Reporter on March 5, 2008,
two additional production facilities in Moraine, Ohio, and
Mishawaka, Indiana, have been affected by the rally of Axle
union members.  A Toledo Transmission plant is anticipated to be
shut down on March 10, 2008, and is expected to lay off 1,444
hourly and 219 salaried workers.

UAW president Ron Gettelfinger and Vice President James Settles
disclosed that members at American Axle began an unfair labor
practices strike at on Feb. 26, 2008, following expiration of a
four-year master labor agreement.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle &
Manufacturing Holdings Inc. (NYSE:AXL) -- http://www.aam.com/--
and its wholly owned subsidiary, American Axle & Manufacturing,
Inc., manufactures, engineers, designs and validates driveline
and drivetrain systems and related components and modules,
chassis systems and metal-formed products for light trucks,
sport utility vehicles and passenger cars.  In addition to
locations in the United States (in Michigan, New York and Ohio),
the company also has offices or facilities in Brazil, China,
Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea
and the United Kingdom.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2007, nearly 9.37 million
GM cars and trucks were sold globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's
OnStar subsidiary is the industry leader in vehicle safety,
security and information services.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 28, 2008, Fitch Ratings affirmed the Issuer Default Rating
of General Motors at 'B' with a Rating Outlook Negative.

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured and SGL-1 Speculative Grade Liquidity
rating) but changed the outlook to Stable from Positive.  In an
environment of weakening prospects for US auto sales, GM
announced that it will take a non-cash charge of US$39 billion
for the third quarter of 2007 related to establishing a
valuation allowance against its deferred tax assets in the US,
Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on a new
labor contract.  The outlook is stable.


GENERAL MOTORS: Laid Off Union Workers Will Be Paid Under Pacts
---------------------------------------------------------------
Tom Wickman, General Motor Corp.'s Global Manufacturing
Communications Manager, disclosed that its labor contracts with
the United Auto Workers union, the Canadian Auto Workers union
and the International Union of Electronic, Electrical, Salaried,
Machine and Furniture Workers provide compensation for people on
a short work week or regular layoff due to the impact of
American Axle and Manufacturing Inc.'s workers union strike on
GM facilities.

In addition, plants listed as "partially impacted" are still
producing parts for GM facilities not impacted by the strike.

GM's practice, Mr. Wickham relates, is to notify its employees
first when a particular plant will be affected by the protest.
Once the employee notification occurs, the company provides
basic information about the affected plant.

Not all plants affected by the strike shuts down completely.
Even though production stops, GM requires salaried employees to
report to their jobs and may need to retain hourly employees to
handle maintenance, sanitation or other work assignments.  Some
plants may have employees continue reporting to work for
training purposes.  These are reasons why the automaker is
unable to release layoff figures -- numbers vary on a day-to-day
basis.

Mr. Wickham elaborates that with a handful of assembly plants
idled by the strike, the company is experiencing some impact at
its Powertrain and Stamping operations.  Still, the layoffs are
minor in scope as the plants continue to produce parts for other
GM assembly plants that have not been impacted by the strike.

Mr. Wickham says its still premature to confirm on the amount of
production lost to date and GM's plans of recovery.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2007, nearly 9.37 million
GM cars and trucks were sold globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's
OnStar subsidiary is the industry leader in vehicle safety,
security and information services.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 28, 2008, Fitch Ratings affirmed the Issuer Default Rating
of General Motors at 'B' with a Rating Outlook Negative.

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured and SGL-1 Speculative Grade Liquidity
rating) but changed the outlook to Stable from Positive.  In an
environment of weakening prospects for US auto sales, GM
announced that it will take a non-cash charge of US$39 billion
for the third quarter of 2007 related to establishing a
valuation allowance against its deferred tax assets in the US,
Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on a new
labor contract.  The outlook is stable.


GENERAL MOTORS: Restores CEO's Pay to 2003 Level of US$2.2 Mil.
---------------------------------------------------------------
General Motors Corp. restored the salary of G. Richard Wagoner,
Jr., its chairman and chief executive officer, to 2003 level of
US$2,200,000.  His 2008 Annual Incentive Plan target will be
US$3,520,000 and long-term incentive opportunity under the
2008-2010 Stock Performance Plan will be a grant of 165,563
shares of GM Common Stock.

In addition, Mr. Wagoner will receive 500,000 stock options and
75,000 restricted stock units.  The stock options will vest
ratably over a three-year period.  The restricted stock units
will vest 1/3 in year three, 2011, with the remaining 2/3
vesting through year five.

Grants of performance contingent stock options were approved for
Messrs. Wagoner and Frederick Henderson, president and chief
operating officer, in amounts of 500,000 shares and 200,000
shares, respectively.  These options were granted at US$23.13 on
the date of grant, March 5, 2008, and will vest following the
first anniversary date of the grant if the price of GM common
stock reaches US$40.00, or 173% of the grant price, prior to
March 5, 2013, and this price is maintained for a ten day period
within 30 consecutive trading days.  Vested performance options
may be exercised through March 5, 2015, a seven year term.

Net shares acquired upon exercise must be held for at least a
two year period while the executive is actively employed.
Shares acquired upon exercise after retirement are not subject
to this holding requirement.  Options that do not vest before
March 5, 2013 will be forfeited.

                Newly Appointed Officers and Their Pay

As reported in the Troubled Company Reporter on March 4, 2008,
GM board of directors appointed these officers effective
immediately, at its meeting on March 3:

    * Frederick (Fritz) A. Henderson, 49, vice chairman and chief
      financial officer, is elected president and chief operating
      officer;

    * Ray Young, 46, currently group vice president - finance, is
      elected executive vice president and chief financial
      officer, replacing Mr. Henderson; and

    * Thomas G. Stephens, 59, currently group vice president,
      global powertrain and global quality, is also elected
      executive vice president.

As president and COO, Mr. Henderson's base salary will be
US$1,800,000.  His 2008 annual incentive plan target will be
US$2,430,000 and long-term incentive opportunity under the 2008
-- 2010 stock performance plan will be a grant of 110,376 shares
of GM common stock.  In addition, he will receive 250,000 stock
options and 60,000 restricted stock units.  The stock options
will vest ratably over a three year period.  The restricted
stock units will vest 1/3 in year three, 2011, with the
remaining 2/3 vesting through year five.

Mr. Henderson's brother, Douglas L. Henderson, is a non-
executive employee of the company, with annual compensation of
less than US$200,000.  Other than that relationship, there is no
reportable relationship between the company or its affiliates
and Mr. Henderson.

As CFO, Mr. Young's base salary will be US$900,000.  His 2008
annual incentive plan target will be US$945,000 and long-term
incentive opportunity under the 2008-2010 stock performance plan
will be a grant of 16,557 shares of GM common stock.  In
addition, he will receive 87,500 stock options and 30,354 cash-
based restricted stock units.  The stock options will vest
ratably over a three year period.  The cash-based restricted
stock units will vest ratably over a three year period.

               Exec Bonuses a Sensitive Issue for UAW

Reuters and The Wall Street Journal ran separate reports citing
that bonuses and compensation awarded to executives at GM are
delicate matters for the United Auto Workers union.  Both
reports noted UAW president Ron Gettelfinger's move to question
the large amounts of money that company executives get amid the
company's losses.

GM spokesman, Renee Rashid-Merem, explained that a large amount
of the compensation afforded to the executives was dependent on
the financial performance of the company, Reuters said.

Analysts complimented GM's efforts of reducing its fixed costs
by US$9 billion and of reaching an agreement with the UAW, which
is projected to result in yearly savings of US$500 million for
GM, Reuters added.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2007, nearly 9.37 million
GM cars and trucks were sold globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's
OnStar subsidiary is the industry leader in vehicle safety,
security and information services.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 28, 2008, Fitch Ratings affirmed the Issuer Default Rating
of General Motors at 'B' with a Rating Outlook Negative.

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured and SGL-1 Speculative Grade Liquidity
rating) but changed the outlook to Stable from Positive.  In an
environment of weakening prospects for US auto sales, GM
announced that it will take a non-cash charge of US$39 billion
for the third quarter of 2007 related to establishing a
valuation allowance against its deferred tax assets in the US,
Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on a new
labor contract.  The outlook is stable.


OSI RESTAURANT: Weak Performance Cues Moody's to Hold B2 Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the long-term ratings of OSI
Restaurant Partners, Inc., CFR rated B2.  In addition, Moody's
lowered OSI's speculative grade liquidity rating to SGL-3 from
SGL-2 and changed the outlook on all ratings to negative from
stable.

The negative outlook reflects OSI's weaker than anticipated
operating performance and debt protection metrics that are weak
for the current ratings.  It is Moody's view that soft consumer
spending, high operating costs, and competitive pressures may
make it challenging for OSI to materially improve debt
protection metrics over the intermediate term to levels required
for OSI to maintain its current ratings.  "The combination of a
financially challenged consumer, higher operating costs, and
competitive pressures will make it difficult for OSI to maintain
margins, earnings, and cash flow without negatively impacting
traffic patterns over the intermediate term" said Moody's Senior
Analyst Bill Fahy,

The downgrade of the speculative grade liquidity rating to SGL-3
(adequate liquidity) reflects Moody's view that weaker operating
performance will result in lower than expected free cash flow
and a more modest cushion under the company's financial
covenants.

The B2 corporate family rating reflects OSI's relatively weak
operating performance and sizeable debt levels that have
resulted in persistently weak debt protection metrics and
limited free cash flow.

The ratings also incorporate Moody's belief that current
challenges impacting the restaurant industry, particularly
casual dining, such as a financially challenged consumer,
historically high commodity prices and operating costs, and
increasing competition will persist for the intermediate term.
However, the ratings also incorporate OSI's meaningful scale,
the significant brand awareness of Outback Steakhouse,
geographic diversity within the United States, and adequate
liquidity.

Ratings affirmed are:

   -- B2 corporate family rating,

   -- B2 probability of default rating,

   -- US$150 million working capital revolver maturing in 2013,
      rated B1 (LGD 3, 33%)

   -- US$100 million pre-funded revolver maturing in 2013, rated
      B1 (LGD 3, 33%)

   -- US$1.310 billion term loan B maturing in 2014, rated B1
      (LGD 3, 33%)

   -- US$550 million senior unsecured notes maturing in 2015,
      rated Caa1 (LGD 5, 85%)

Rating lowered is;

   -- Speculative Grade Liquidity rating, lowered to SGL-3 from
      SGL-2

The outlook has been changed to negative from stable

OSI Restaurant Partners, Inc., headquartered in Tampa, Florida,
is one of the largest casual dining restaurant companies in the
world with eight concepts located throughout all 50 states and
in 20 countries internationally, including Thailand, Brazil and
the United Kingdom, internationally.  Revenues for LTM period
ended Sept. 30, 2007 totaled approximately US$4.1 billion.


PROPEX INC: Committee Wants FTI Consulting as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Propex Inc. and
its debtor-affiliates seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Tennessee to retain FTI
Consulting, Inc., as its financial advisors, effective as Jan.
31, 2008.

Stephen Cooke, chairperson of the Creditors Committee, relates
that they selected FTI because the firm has a lot of experience
in providing financial advisory services in restructurings and
reorganizations in large and complex Chapter 11 cases on behalf
of debtors and creditors throughout the United States.

Mr. Cooke points out FTI's services are necessary to enable the
Creditors Committee to assess and monitor the efforts of the
Debtors and their professional advisors to maximize the value of
their estates and to reorganize successfully.

As the Creditors Committee's financial advisors, FTI will:

    * assist the Creditors Committee in the review of financial
      related disclosures required by the Court, including the
      Schedules of Assets and Liabilities, the Statement of
      Financial Affairs and Monthly Operating Reports;

    * assist the Creditors Committee with information and
      analyses required pursuant to the Debtors' DIP financing;

    * assist and advice the Creditors Committee with respect to
      the Debtors' identification of core business assets and the
      disposition of assets or liquidation of unprofitable
      operations;

    * review the Debtors' performance of cost or benefit
      evaluations with respect to the affirmation or rejection of
      various executory contracts and leases;

    * evaluate the present level of operations and identification
      of areas of potential cost savings, including overhead and
      operating expense reductions and efficiency improvements;

    * review the financial information distributed by the Debtors
      to creditors and others;

    * attend meetings and assist in discussions with the Debtors,
      potential investors, banks, other secured lenders, the
      Creditors Committee and any other official committees
      organized in the Chapter 11 proceedings, the United States
      Trustee, other parties in interest;

    * review and prepare information and analysis necessary for
      the confirmation of a plan in these chapter 11 proceedings;

    * assist in the valuation of the business and review of
      capital structure alternatives;

    * assist in the evaluation and analysis of avoidance actions,
      including fraudulent conveyances and preferential
      transfers; and

    * render all other general business consulting or assistance
      as the Creditors Committee or its counsel may deem
      necessary that are consistent with the role of a financial
      advisor and not duplicative of services provided by other
      professionals in this proceeding.

For its services, FTI will be paid:

    (1) a fixed monthly rate of US$150,000 for the first three
        months of the bankruptcy cases;

    (2) US$125,000 per month thereafter; plus

    (3) a completion fee payable of US$1,000,000, at the option
        of the Creditors Committee, upon the occurrence of the
        effective date of a Chapter 11 Plan of Reorganization.

In addition, FTI will be reimbursed for actual and necessary
expenses it has incurred or will incur, including any legal fees
related to the firm's retention and defense of fee applications
in the Debtors' cases.

Steven Simms, Esq., a partner at FTI, assures the Court that his
firm is a "disinterested person," as the term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-
10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of US$585,700,000 and total
debts of US$527,400,000.  The Debtors' exclusive period to file
a plan of reorganization expires on May 17, 2008.

(Propex Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)



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

336275 LIMITED: To Hold Final Shareholders' Meeting on March 18
---------------------------------------------------------------
336275 Limited will hold its final shareholders' meeting on
March 18, 2008, in the registered office of the company.

These matters will be taken up during the meeting:

             1) accounting of the winding-up process; and

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

336275's shareholders agreed on Feb. 7, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

                Royhaven Secretaries Limited
                Attn: Andrew Leggatt
                c/o P.O. Box 707
                Grand Cayman KY1-1107, Cayman Islands
                Telephone: 945-4777
                Fax: 945-4799


BEAR STEARNS: Whicker & Breighton Continue as Joint Liquidators
---------------------------------------------------------------
Recent articles in the Hedge Funds Review have incorrectly
stated that Simon Whicker and Kris Beighton have been replaced
as Joint Official Liquidators of the two Bear Stearns Master
Funds that were placed into Official Liquidation on July 31,
2007.  To clarify, Messrs. Whicker & Beighton continue in their
roles as JOLs of Bear Stearns High-Grade Structured Credit
Strategies Master Fund Ltd. & Bear Stearns High-Grade Structured
Credit Strategies Enhanced Leverage Master Fund, Ltd.  There
have been no challenges to the appointment of Messrs. Whicker &
Beighton as JOLs of the MASTER Funds.

The MASTER Funds are insolvent and therefore the JOLs' primary
duty is to maximise realisations for the benefit of the MASTER
Funds' creditors.  To date no objections to the JOLs'
appointment have been received from any of the MASTER Funds'
creditors.  The creditors themselves are represented in the
liquidations by Liquidation Committees that are composed of the
significant majority of known creditors on the High-Grade and
Enhanced Leverage Master Funds respectively.

External investors gained access to the MASTER Funds by
investing into FEEDER Funds registered in either the US or the
Cayman Islands.

On Nov. 2007, Messrs Whicker & Beighton were appointed as Joint
Voluntary Liquidators for certain of the Cayman Islands
registered FEEDER Funds.  The FEEDER Funds are completely
separate legal entities to the MASTER Funds.

Subsequent to a poll of the external investors, the results of
which favoured the replacement of Messrs. Whicker & Beighton,
the JVLs have been replaced by Mr. Geoffrey Varga & Mr. Bill
Cleghorn of Kinetic Partners Cayman LLP.  Kinetic has no role in
the Official Liquidation of the MASTER Funds.

Mr. John Milsom & Mr. Richard Heis, of KPMG UK LLP were
appointed as Joint Liquidators of the US registered FEEDER Funds
on Nov. 1, 2007 (High-Grade US Feeder) and Nov. 16, 2007
(Enhanced Leverage US Feeder).  No challenges to their
appointment have been received.

                     About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon
Lovell Clayton Whicker and Kristen Beighton at KPMG were
appointed joint provisional liquidators.  The joint liquidators
filed for Chapter 15 petitions before the U.S. Bankruptcy Court
for the Southern District of New York the next day.  On
Aug. 30, 2007, the Honorable Burton R. Lifland denied the Funds
protection under Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent
the liquidators in the United States.  The Funds' assets and
debts are estimated to be more than US$100,000,000 each.  (Bear
Stearns Funds Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


ESPRIT GENERAL: Sets Final Shareholders' Meeting for March 18
-------------------------------------------------------------
Esprit General Partner will hold its final shareholders' meeting
on March 18, 2008, at HSBC Financial Services (Cayman)
Limited, P.O. Box 1109, Grand Cayman KY1-1102, Cayman Islands.

These matters will be taken up during the meeting:

             1) accounting of the winding-up process; and

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

Esprit General's shareholders agreed on Jan. 29, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               Connan Hill and Alex Johnston
               Attn: Isabel Mason
               HSBC Financial Services (Cayman) Limited
               P.O. Box 1109, Grand Cayman KY1-1102
               Cayman Islands
               Telephone: 345 949-7755
               Fax: 345 949-7634


REDWOOD CAPITAL VII: Final Shareholders' Meeting Is on March 18
---------------------------------------------------------------
Redwood Capital VII, Ltd., will hold its final shareholders'
meeting on March 18, 2008, at 10:30 a.m. at HSBC Financial
Services (Cayman) Limited, P.O. Box 1109, Grand Cayman KY1-1102,
Cayman Islands.

These matters will be taken up during the meeting:

             1) accounting of the winding-up process; and

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

Redwood Capital's shareholders agreed on Jan. 29, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               Scott Aitken and Sylvia Lewis
               P.O. Box 1109, Grand Cayman KY1-1102
               Cayman Islands
               Telephone: 949-7755
               Fax: 949-7634


REDWOOD CAPITAL VIII: To Hold Shareholders' Meeting on March 18
---------------------------------------------------------------
Redwood Capital VIII, Ltd., will hold its final shareholders'
meeting on March 18, 2008, at 10:30 a.m. at HSBC Financial
Services (Cayman) Limited, P.O. Box 1109, Grand Cayman KY1-1102,
Cayman Islands.

These matters will be taken up during the meeting:

             1) accounting of the winding-up process; and

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

Redwood Capital's shareholders agreed on Jan. 29, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               Scott Aitken and Sylvia Lewis
               P.O. Box 1109, Grand Cayman KY1-1102
               Cayman Islands
               Telephone: 949-7755
               Fax: 949-7634


SCR MARKET: Will Hold Final Shareholders' Meeting on March 18
-------------------------------------------------------------
SCR Market Neutral (Cayman) Fund, Ltd., will hold its final
shareholders' meeting on March 18, 2008, at 11:00 a.m. at DMS
Corporate Services Ltd, Ansbacher House, 20 Genesis Close,
George Town, Grand Cayman.

These matters will be taken up during the meeting:

             1) accounting of the winding-up process; and

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

SCR Market's shareholders agreed on Feb. 18, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                DMS Corporate Services Ltd.
                Attn: Neil Ross
                Ansbacher House, 2nd Floor
                P.O. Box 1344, Grand Cayman KY1-1108
                Cayman Islands
                Telephone: (345) 946 7665
                Fax: (345) 946 7666



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


DIRECTV GROUP: Will Launch High Definition TV in Latin America
--------------------------------------------------------------
Bruce Churchill, president of The DirecTV Group Inc.'s Latin
American unit, told Business News Americas that the company will
launch high definition television in Latin America in the second
half of this year.

The unit doesn't expect high definition television to become
widespread for several years until there is more local
programming content, BNamericas says, citing Mr. Churchill.

Mr. Churchill commented to BNamericas, "Overhead costs of
ramping up high definition television in Latin America isn't
sizeable, unlike for a stand-alone cable operator in Latin
America, which would have to invent the whole system from soup
to nuts.  The reality is that there are just not that many high
definition TV sets, but even more importantly there isn't that
much high definition content in Latin America, particularly if
you talk about local content, which is what ultimately drives
viewership.  So I think Latin America is probably three to five
years behind the US. We've just launched in the US 100 HD [high
definition] channels.  We're not talking about anything like
that for Latin America, we're talking fewer than 10 for sure.
There's nobody out there aggressively putting together HD
channels because there's no audience for it.  It's a very high-
end product and it will be important for certain people, as it
will be for us because we've always been the premium product and
the leader from a technology and TV experience perspective.
We'll have it on offer but I think it will be a while before it
becomes a meaningful part of the market."

BNamericas relates that DirecTV Chile's General Manager
Francisco Mandiola is positive that the company will have an
edge due to its focus on flexibility, based on high technology.
Mr. Mandiola told BNamericas, "They tend to focus on sending you
all three things [triple play] cheaply or sending you an amalgam
of supposedly high quality channels that you don't really want.
It's a bit like the banking industry, you choose your bank and
the service that best suits your needs."  The DirecTV Group will
create actual channels that are 100% high definition, BNamericas
says, citing Mr. Mandiola.  "Every aspect is provided by the
programmer in HD and no one else will be doing that in Latin
America. I think our clients like to be ahead of the crowd," Mr.
Mandiola commented to BNamericas.

Headquartered in El Segundo, California, The DirecTV Group Inc.
(NASDAQ:DTV) -- http://www.DirecTV.com/-- provides digital
television entertainment in the United States and Latin America.
The company's two business segments, DirecTV U.S. and DirecTV
Latin America, are engaged in acquiring, promoting, selling
and/or distributing digi]tal entertainment programming via
satellite to residential and commercial subscribers.  DirecTV
Holdings LLC and its subsidiaries are a provider of direct-to-
home digital television services and a provider in the multi-
channel video programming distribution industry in the United
States.  DTVLA is a provider of DTH digital television services
throughout Latin America.  In January 2007, the company acquired
Darlene Investments LLC's 14.1% equity interest in DirecTV Latin
America, LLC.  DirecTV Latin America LLC is a multinational
company, which, as a result of this transaction, became a wholly
owned subsidiary of the company.  The DIRECTV Latin America
segment provides digital direct-to-home digital television
services to approximately 1.6 million subscribers in 27
countries, including Brazil, Argentina, Caribbean, Chile,
Colombia, Ecuador, Peru, Puerto Rico, Venezuela and Uruguay.

                            *     *     *

The DIRECTV Group Inc. still carries Standard & Poor's Ratings
Services' 'BB' corporate credit and 'BB-' senior unsecured debt
rating given on April 3, 2007.  The outlook remains stable.



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


BANCOLOMBIA: Unit Earns COP23.3 Billion in 2007
-----------------------------------------------
Bancolombia's investment banking unit Banca de Inversion
Bancolombia's net profits increased 8.2% to COP23.3 billion in
2007, compared to 2006, Business News Americas reports.

BNamericas relates that Banca de Inversion increased commission
fees to COP21.7 billion in 2007, from 2006.  According to
Bancolombia, Banca de Inversion led 24 transactions of over
COP14 trillion in 2007.

BNamericas relates that Banca de Inversion offered in 2007 about
COP6.8 trillion in shares from:

           -- state power generator Isagen,
           -- retailer Almacenes Axito,
           -- state oil company Ecopetrol, and
           -- Bancolombia.

Banca de Inversion managed some COP6.5 trillion in merger and
acquisition deals, BNamericas states.

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

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 27, 2007, Moody's Investors Service changed the outlook to
positive from stable on its Ba3 long-term foreign currency
deposit ratings and Ba1 long-term foreign currency subordinated
bond rating for Bancolombia, S.A.



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


CHARLES JOURDAN: Court Approves EUR2.5 Million Sale to Finzurich
----------------------------------------------------------------
The Commercial Court in Romans-sur-Isere approved the sale of
Charles Jourdan SAS to investment fund Finzurich for EUR2.5
million, Bloomberg News reports citing Les Echos.

According to the report, Costa-Rica-based Finzurich, proposed
immediate investment of EUR15 million to resume production at
Charles Jourdan.  Finzurich also plans to keep 130 Charles
Jourdan workers.  Finzurich aims to produce 150,000 pairs of
shoes in the next three years and to launch two new lines, Les
Echos relates.

Headquartered in Romans Sur Isere, France, Charles Jourdan --
http://www.charles-jourdan.fr/-- manufactures luxury footwear.

As reported in the TCR-Europe, the commercial court in Romans-
sur-Isere placed Charles Jourdan into liquidation on Dec. 17,
2007, after U.S. firm Omniscent withdrew its offer to acquire
the company's assets.  The court placed Charles Jourdan in
compulsory administration on Sept. 12, 2007, after it filed for
redressment judiciaire, the French equivalent of Chapter 11
bankruptcy protection, for the second time.  The company first
filed for bankruptcy on Aug. 22, 2005.  Avendis and Finaluxe
bought the company on Nov. 2, 2005.


SIRVA INC: Triple Net Seeks Appointment of Class 5 Committee
------------------------------------------------------------
Triple Net Investments IX, LP, asks the U.S. Bankruptcy Court
for the Southern District of New York to (i) appoint an Official
Committee of Unsecured Creditors for Class 5 Claimants of Sirva
Inc. and its debtor-affiliates, and to (ii) stay all proceedings
pending the appointment of the Class 5 Committee.

Triple Net Investments IX, LP, holds a claim against one of the
Debtors, North American Van Lines, Inc.  According to Triple
Net, there is an inherent and irreconcilable conflict of
interest in having one law firm represent, as part of the
Official Committee of Unsecured Creditors, the interests of both
Class 4 and Class 5 claimants under Debtors' proposed plan of
reorganization.

The Class 5 Claimants of the Debtors are those that hold General
Unsecured Claims.  Class 4 consists of all Unsecured Ongoing
Operations Claims.

Robert E. Nies, Esq., at Wolff & Samson PC, in New York, relates
that two Class 4 members in the Committee have already been paid
in full, or will be paid in full upon confirmation of the Plan.

On the other hand, Class 5 claimants will receive nothing, Mr.
Nies explains.  The counsel representing Class 4's interests
cannot advocate for Class 5 claimants without jeopardizing Class
4's guaranteed recovery.

Mr. Nies submits that committee members often have varying
interests in a bankruptcy case, and often disagree over the
committee's strategic objectives.  However, he argues that the
Class 4 claimants, who are unimpaired under the Plan, require no
Committee representation.  Accordingly, the Class 4 Claimants
should be dismissed from the Committee, or in the alternative,
the Court should direct the formation of a separate Class 5
committee, he says.

In addition, given the fast track process of the Debtors'
bankruptcy cases, Triple Net asks Judge Peck to shorten the time
for notice and a hearing on its request.

The United States Trustee for Region 2 has objected to Triple
Net's request.

                         About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


SIRVA INC: Asks Authority from Court to Sell UK & Ireland Units
---------------------------------------------------------------
Sirva Inc. and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Southern District of New York to
sell their ownership shares in certain foreign non-Debtors
subsidiaries, pursuant to Section 363 of the Bankruptcy Code.

SIRVA UK Limited, organized under the laws of England and Wales
and a non-Debtor in the Chapter 11 cases, is the Debtors'
principal operating company and a parent company of their U.K.
moving services businesses.

Douglas V. Gathany, senior vice-president and treasurer of
Debtor DJK Residential LLC, relates that SIRVA UK had relied on
funding from the Debtors to meet its short term cash
obligations.  SIRVA UK is experiencing a severe "liquidity
crunch," and has sufficient liquidity to fund its operations
only until March 20, 2008.  Absent cash infusions of
approximately US$8,000,000 after March 20, it will have to
commence U.K. insolvency proceedings, Mr. Gathany says.

The Debtors' DIP financing will allow only a US$3,000,000
funding for non-Debtor parties.  Hence, SIRVA UK has two options
-- an expedited sale of the business, or administration under
U.K. insolvency laws.

Mr. Gathany states that a forced administration in the U.K. will
not maximize value for the Debtors' estates, which will result
in a zero net recovery for equity holders.  Mr. Gathany adds
that the potential loss of control of the "Pickfords" brand and
trademark rights, currently owned by SIRVA UK, will have a
severe negative effect on the Debtors' other international
businesses.  The Debtors' regional managers have advised that if
SIRVA's international moving businesses will lose the use of the
brand, the value of those businesses, and thus the value of
their bankruptcy estates, will sharply decline.

Debtor North American International Holding Corporation, in
conjunction with other foreign non-Debtor shareholders, have
agreed to a private sale of the foreign moving services
businesses -- SIRVA Group Holdings Limited and SIRVA Ireland,
including The Baxendale Insurance Company Limited, their
affiliated Irish insurance business -- to companies managed by
TEAM Relocations Limited.  In 2007, the Debtors had successfully
concluded a similar transaction with TEAM, in connection with
the Debtors' assets in continental Europe.

TEAM's associated companies will acquire all of the Debtors'
capital stock in their U.K. and Irish businesses for
GBP2,108,000, pursuant to the Share Purchase Agreement dated
March 2, 2008 between North American, NA (UK) Limited
Partnership and NA (UK) GP Limited, and Picot Limited and Irving
Holdings Limited.  The Sale is guaranteed by TEAM Relocations
Limited, in a separate guarantee agreement.

The Sale Proceeds will be used to offset existing intercompany
indebtedness:

    * GBP1,054,000 for 100 ordinary shares of SIRVA Group
      Holdings Limited;

    * GBP1,053,999 for 13,999,999 ordinary shares of SIRVA
      Ireland Limited; and

    * GBP1 for 1 ordinary share of SIRVA Ireland Limited.

Under the terms of the proposed sale, TEAM will provide SIRVA UK
with GBP5,000,000 of immediately available funding, with a 3%
interest rate, to avoid insolvency proceedings.  In addition,
TEAM has agreed to take over SIRVA UK's GBP1,600,000 April
payment obligation under the pension scheme funding agreement.
TEAM will not object to the extinguishment of either the
Debtors' pension scheme guarantees or a GBP8,400,000
intercompany debt from the Debtors to SIRVA UK, pursuant to the
Debtors' proposed plan of reorganization.  The Purchasers will
own the  "Pickfords" trademark, and will grant the Debtors the
right to use "Pickfords" in 30 countries outside the United
Kingdom.

Prior to the closing of the sale, the Foreign Moving Businesses
will be operated in the ordinary course of business consistent
with past practice and will not, among other things, declare or
pay any dividends, issue any share capital, or make any loans,
other than between those companies.

The Guarantee Agreement caps the Guarantor's liability to
GBP3,053,000 for replacement letters of credit and scheduled
third party assurances, and GBP2,000,000 for unknown third party
assurances.

Mr. Gathany tells Judge James M. Peck that the Debtors'
prepetition and postpetition lenders have approved the Sale, and
have consented to the release of their liens on the Shares.
Furthermore, Mr. Gathany says that on February 18, 2008, the
Debtors' board of directors approved the potential Sale and the
Debtors' entry into the Share Purchase Agreement, which was
subsequently confirmed by their unanimous written consent dated
February 29.

The Debtors maintain that the Sale has been proposed and entered
into by the Debtors and the Purchasers without collusion, in
good faith, and from arm's-length bargaining positions, and
therefore, ask Judge Peck to waive the 10-day stay under Rule
6004(g) of the Federal Rules of Bankruptcy Procedure.

                  Sale Motion Hearing Set March 21

The Court has scheduled a hearing to consider the Sale Motion on
March 21, 2008 at 10:00 a.m. Eastern Time.  Responses or
objections to the Sale Motion must be received by the
appropriate parties by March 19, at 4:00 p.m. Eastern Time.

         Sale of U.K. and Ireland Operations to TEAM Group

As reported by the Troubled Company Reporter on March 5, 2008,
SIRVA, Inc., reached an agreement to sell its moving services
operations in the United Kingdom and the Republic of Ireland to
a company managed by The TEAM Group, Europe's leading corporate
international moving company and a member of the Allied
International moving network.  The transaction is subject to
certain closing conditions, including the receipt of regulatory,
court and other approvals.

The sale includes Pickfords, the U.K.'s leading moving and
storage business, and Allied Pickfords' international moving
services business in the U.K. TEAM will manage Pickfords without
any interruption to service to existing and future customers.

SIRVA's relocation operations in the U.K. and Continental Europe
are not part of the transaction.  SIRVA remains committed to a
continued presence in the relocation market in Europe.  SIRVA
will also continue to own and operate the Allied Pickfords
business in Australia, New Zealand and Asia.

The sale reflects SIRVA's strategy of pursuing a business model
in which the Company works with representatives around the world
to ensure that Allied network customers receive seamless, high-
quality service to and from virtually any country in the world,
SIRVA said in a statement.

Last year, SIRVA sold its moving services operations in 13
European countries to TEAM, which subsequently became the Allied
network's representative in those countries.  Since then, the
two companies have worked together successfully to offer
customers integrated international moving services.

By selling the U.K. business to an existing Allied
representative, SIRVA further strengthens the Allied network and
ensures service to customers -- either relocating to the U.K. or
moving within the country -- will be unaffected.

"We are pleased to announce this transaction, which allows SIRVA
to focus on our core businesses.  As TEAM are already members of
the Allied network in Europe, SIRVA ensures customers in the
U.K. will continue to receive global coverage and the highest
levels of service; and Pickfords becomes part of another trusted
organization," said SIRVA President and Chief Executive Officer
Robert W. Tieken.

Cees Zeevenhooven, TEAM Allied Group CEO, said, "Pickfords has a
great heritage, and we look forward to growing the company.
This transaction builds on the process which we began one year
ago to increase our presence in the European marketplace, and we
anticipate expansion of the TEAM Allied network throughout the
continent."

The TEAM Group is Europe's leader and one of the world's largest
international moving and relocation companies, with over 40
operations in 14 countries.  The Group employs over 900
specialist staff and provides a comprehensive range of
innovative cost-effective mobility solutions.

                       About the TEAM Group

The TEAM Group --  http://www.teamgoc.com-- is Europe's leader
and one of the world's largest international moving and
relocation companies, with over 40 operations in 14 countries.
The Group employs over 900 specialist staff and provides a
comprehensive range of innovative cost-effective mobility
solutions.

                         About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)



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

SHERRITT INT'L: Will Drill 12 Wells in Cuba This Year
-----------------------------------------------------
Sherritt International Corp. will drill 11 development wells and
one exploratory well this year, Business News Americas reports.

According to BNamericas, Sherritt International is also
continuing negotiations for an enhanced oil recovery concession
and new exploration block in Cuba.

Sherritt International's Chief Financial Officer Dean Chambers
told BNamericas that the company expects this year's production
volumes to be similar to 2007.  BNamericas notes that Sherritt
International's net production in Cuba increased 9.13% to 18,248
barrels of oil equivalent per day in 2007, compared to 2006.

According to Sherritt International, it holds up to 100%
indirect working interests in 10 production-sharing contracts in
Cuba.  Sherritt International expects oil capital expenditure to
total US$153 million, BNamericas states.

Headquartered in Toronto, Ontario, Canada -- Sherritt
International Corporation -- http://www.sherritt.com-- is a
diversified natural resource company.  The company directly and
through its subsidiaries has interests in thermal coal
production, a vertically integrated nickel/cobalt metals
business, oil and gas exploration, development and production,
and electricity generation.  It also has interests in soybean-
based food processing, tourism and agriculture.  The company's
coal business comprises the sale of thermal coal, primarily to
domestic utilities as fuel to generate electricity.  Sherritt
International's Metals segment is comprised of its 50% indirect
interest in the Metals Enterprise and its marketing and trading
activities in commodity metals, as well as the company's
fertilizer and utilities assets.  Sherritt International
explores for, develops and produces oil and gas, primarily from
oil fields situated in Cuba.  The company, through a wholly
owned subsidiary Powerco, holds a one-third interest in Energas.

Sherritt International, in a joint venture with the Cuban
government, has been drilling for oil in Cuba for over 10 years,
gradually increasing production to the point that domestic
output provides almost 50% of Cuba's petroleum needs.  Sherritt
International doesn't have offshore wells.  Its onshore
equipment drills horizontally into petroleum reservoirs located
under the water.

                         *     *     *

On Dec. 13, 2007, Dominion Bond Rating Service Limited confirmed
the rating of Sherritt International Corp. at BB (high).
Dominion Bond says the rating remains stable.


SHERRITT IN'L: Will Expand Boca de Jaruco Plant in Cuba
-------------------------------------------------------
Sherritt International Corp. Chief Executive Officer Jowdat
Wahee said in a webcast that the company will start a 150-
megawatt combined cycle expansion at the Boca de Jaruco thermo
plant in Cuba.  Mr. Waheed told Business News Americas that the
plant will be operating with 526 megawatts of capacity in 2010.

According to BNamericas, the Boca de Jaruco expansion works will
cost an estimated CDN247 million, of which CDN59 million will be
invested this year.  BNamericas notes that Sherritt
International wants the project to qualify for certified
emission credits through the UN Framework Convention on Climate
Change's Clean Development Mechanism.  The UNFCCC is an
international environmental treaty produced at the United
Nations Conference on Environment and Development.  The treaty
is aimed at reducing emissions of greenhouse gases in order to
combat global warming.

Sherritt International expects its power output to be 2.4 terra
watt-hours this year, BNamericas states.

Headquartered in Toronto, Ontario, Canada -- Sherritt
International Corporation -- http://www.sherritt.com-- is a
diversified natural resource company.  The company directly and
through its subsidiaries has interests in thermal coal
production, a vertically integrated nickel/cobalt metals
business, oil and gas exploration, development and production,
and electricity generation.  It also has interests in soybean-
based food processing, tourism and agriculture.  The company's
coal business comprises the sale of thermal coal, primarily to
domestic utilities as fuel to generate electricity.  Sherritt
International's Metals segment is comprised of its 50% indirect
interest in the Metals Enterprise and its marketing and trading
activities in commodity metals, as well as the company's
fertilizer and utilities assets.  Sherritt International
explores for, develops and produces oil and gas, primarily from
oil fields situated in Cuba.  The company, through a wholly
owned subsidiary Powerco, holds a one-third interest in Energas.

Sherritt International, in a joint venture with the Cuban
government, has been drilling for oil in Cuba for over 10 years,
gradually increasing production to the point that domestic
output provides almost 50% of Cuba's petroleum needs.  Sherritt
International doesn't have offshore wells.  Its onshore
equipment drills horizontally into petroleum reservoirs located
under the water.

                         *     *     *

On Dec. 13, 2007, Dominion Bond Rating Service Limited confirmed
the rating of Sherritt International Corp. at BB (high).
Dominion Bond says the rating remains stable.



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

INVACARE CORP: Names Robert K. Gudbranson as CFO
------------------------------------------------
Invacare Corporation appointed Robert K. Gudbranson as senior
vice president and chief financial officer, effective
April 1, 2008.  Recently, Mr. Gudbranson served as vice
president of strategic planning and acquisitions for Lincoln
Electric Holdings Inc., a US$2 billion manufacturer of welding,
brazing and soldering products located in Cleveland, Ohio.
Prior to joining Lincoln Electric, Mr. Gudbranson was the
director of business development and investor relations at
Invacare.

In his new role, Mr. Gudbranson, 44, will be responsible for all
aspects of Invacare's Finance, Treasury, Internal Audit,
Investor Relations, and Information Technology functions.

"We are extremely pleased to have Rob Gudbranson joining
Invacare Corporation as chief financial officer," A. Malachi
Mixon, III, chairman and chief executive officer, said.  "His
extensive background in strategic planning and business
development, well as his financial experience with Invacare,
will be instrumental in helping guide Invacare Corporation as we
work toward our growth agenda for 2008 and beyond."

Mr. Gudbranson began his career in finance at JP Morgan,
progressing through positions of increased responsibility in
corporate financial management and banking.  Prior to joining
Lincoln Electric, he held various financial roles of increasing
responsibility for Invacare including: director, business
development and investor relations; assistant treasurer; and
European finance director.  Mr. Gudbranson holds a bachelor of
arts degree in applied mathematics from Yale University and a
master of arts in politics and economics from Oxford University.

Mr. Gudbranson replaces Gregory C. Thompson who resigned as
Invacare's CFO in February 2008 to join Georgia Gulf
Corporation, Inc.

"We are also taking this opportunity to reaffirm our 2008
guidance," Mr. Mixon added.  "Specifically, while it is still
very early in the year, the business is progressing consistently
with our internal expectations.  We are comfortable with our
adjusted earnings per share(a) guidance of US$1.35 to US$1.50
with organic growth of approximately 4% to 5%, excluding the
impact from acquisitions and foreign currency translation
adjustments.  We expect that historical seasonal patterns of the
business, which generally favor the latter half of the year,
will essentially repeat in 2008, but that modest quarterly
improvements on a year-over-year basis should continue."

                        About Invacare Corp.

Headquartered in Elyria, Ohio, Invacare Corporation (NYSE: IVC)
-- http://www.invacare.com/-- manufactures and distributes
innovative home and long-term care medical products.  The
company has 5,700 associates and markets its products in 80
countries around the world.  In the Caribbean, Invacare products
are distributed in Barbados, the Dominican Republic, and
Trinidad and Tobago.

                           *     *     *

Moody's Investors Service placed Invacare Corporation's long
term corporate family and probability of default ratings at 'B1'
in January 2007.  The ratings still hold to date with a stable
outlook.



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


AMERICAN AXLE: Strike Cues GM to Close Missouri Plant
-----------------------------------------------------
The continuing strike at American Axle & Manufacturing Inc.
prompted General Motors Corp. to cease operations at its
Wentzville, Missouri facility on Thursday, according to various
reports.

The strike at American Axle is already at its two-week stretch
and no agreement has been reached as of press time.   American
Axle indicated on its Web site that would resume contract
negotiations with the United Auto Workers at noon on Thursday,
March 6, 2008.  No further details on the American Axle-UAW
negotiation was provided.

GM has about 20 facilities affected by the strike at American
Axle as the supplier attempts to negotiate with the United Auto
Workers.

The Wentzville facility is one of the five additional facilities
that GM intends to close, apart from the already closed six
facilities.  The other four facilities will be closed this week,
reports relate.

The Wentzville facility manufactures Chevrolet Express and GMC
Savanna and has 2,000 workers.

Around 20%, or more than 20,000, of GM's workers at its North
American operations have been affected by the plant closures.

                Two Plants Idled Over Axle Dispute

As reported in the Troubled Company Reporter on March 5, 2008,
two additional production facilities in Moraine, Ohio, and
Mishawaka, Indiana, have been affected by the labor dispute
between the UAW union and key supplier American Axle, according
to a GM production statement.  A Toledo Transmission plant is
anticipated to be shutdown on March 10, 2008, and is expected
1,444 hourly and 219 salaried workers to be laid off.

The TCR related on March 3, 2008, two more GM plants are likely
to shutter this week as supplier American Axle continues to
negotiate with UAW union workers on strike.  GM's production of
Chevrolet Silverado and GMC Sierra pickups at the Pontiac
Assembly Center, which has 2,500 hourly and salaried employees,
in Michigan, ceased after the first shift on February 28.  A day
after, GM production factories in Flint, Michigan, Fort Wayne,
Indiana, and Oshawa, Ontario, were idled after the second shift,
displacing a total of 9,503 hourly and salaried workers.

UAW president Ron Gettelfinger and Vice President James Settles
disclosed that members at American Axle began an unfair labor
practices strike at on Feb. 26, 2008, following expiration of a
four-year master labor agreement.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars
and trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security
and information services.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle &
Manufacturing Holdings Inc. (NYSE:AXL) -- http://www.aam.com/--
and its wholly  owned subsidiary, American Axle & Manufacturing,
Inc., manufactures, engineers, designs and validates driveline
and drivetrain systems and related components and modules,
chassis systems and metal-formed products for light trucks,
sport utility vehicles and passenger cars.  In addition to
locations in the United States (in Michigan, New York and Ohio),
the company also has offices or facilities in Brazil, China,
Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea
and the United Kingdom.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 28, 2008, Standard & Poor's Ratings Services said that its
ratings on American Axle and Manufacturing Holdings Inc.
(BB/Negative/--) are not immediately affected by reports that
the United Auto Workers labor union, elected to conduct a work
stoppage at the expiration of its four-year master labor
agreement with American Axle.

As reported in the Troubled Company Reporter-Latin America on
Nov. 27, 2007, Moody's Investors Service affirmed American Axle
& Manufacturing Holdings, Inc.'s Corporate Family rating of Ba3
as well its senior unsecured rating of Ba3 to American Axle &
Manufacturing Inc.'s notes and term loan.  At the same time, the
rating agency revised the rating outlook to stable from negative
and renewed the Speculative Grade Liquidity rating of SGL-1.


CASA DE CAMBIO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Casa de Cambio Majapara S.A. de C.V.
         aka Majapara Casa de Cambio
         Lago Margarita No. 16
         Colonia Granada, C.P. 11520
         Mexico, D.F.

Bankruptcy Case No.: 08-05230

Type of Business: The Debtor is engaged in financial
                   transactions processing, reserve, and clearing
                   house activities.
                   See http://www.majapara.com.mx

Chapter 11 Petition Date: March 5, 2008

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: Andrew L. Wool, Esq.
                      (andrew.wool@kattenlaw.com)
                   Katten Muchin Rosenman, LLP
                   525 West Monroe Street
                   Chicago, IL 60661
                   Tel: (312) 902-5623
                   http://www.kattenlaw.com

Estimated Assets: US$10 million to US$50 million

Estimated Debts:  US$10 million to US$50 million

Debtor's 20 Largest Unsecured Creditors:

    Entity                      Nature of Claim      Claim Amount
    ------                      ---------------      ------------
Wachovia Bank N.A.             contract, disputed, US$24,197,000
Attention: Carlos Perez        quasi-contract,
200 South Biscayne Boulevard,  trade
12 Floor
Miami, FL 33131
Tel: (305) 789-6920

Blanca Nieves Luisa            contract,            US$2,009,944
Valle Villazon                 quasi-contract,
Navegantes 234 Esq.            trade
Jacarandas
Col. Virginia
Boca del Rio C.P. 94294
Veracruz, Mexico
Tel: 52-229-935-1909

Adquira Mexico S.A. de C.V.    contract,            US$1,674,436
Attention: Miguel Angel        quasi-contract,
Escalona                       trade
Paseo de la Reforma No. 1200
Piso 2, Cruz Manca
Cuajimalpa C.P. 5349
Mexico, D.F.
Tel: 52-55-5-16169714

Zions First National Bank      contract,            US$1,670,690
Attention: Lourdes Vega        quasi-contract,
1 South Main Street            trade
Salt Lake City, UT 84111-1904
Tel: (801) 844-7876

Andamios Cimbras Y Casetone    contract,              US$730,580
S.A. de C.V.                   quasi-contract,
Attention: Marcelo Vazquez     trade
Stringel
Patricio Sanz No.33 Desp. 101
Col. del Valle
Mexico, D.F. C.P. 03100
Tel: 52-55-5-669-1188

Secrimex, S.A. de C.V.         contract,              US$618,192
Attention: Ana Maria Amador    quasi-contract,
Lopez                          trade
Calle 2 No. 16
Col. Alce Blanco
Naucalpan de Juarez C.P. 53370
Estado de Mexico

Piso Prestigio S.A. de C.V.    contract,              US$614,590
Attention: Adan Esparza        quasi-contract,
Sanchez                        trade
Calz. Lazaro Cardenas 4145
Col. Camino Real
Zapopan, Jal. C.P. 45040
Mexico
Tel: 52-33-3647-4088

Su Casa Produce, LLC           contract,              US$580,134
Attention: Victor Manuel Diaz  quasi-contract,
188 Old Tucson Road            trade
P.O. Box 1381
Nogales, AZ 85628
tel: 520-281-1409

Agencia de Viajes K            contract,              US$478,749
Attention: Rosa Maria Lopez    quasi-contract,
Ramirez                        trade
Baedeker S.A. de C.V.
Tlacotalpan 96 Esquina
Tehuantepec
Col. Roma Sur C.P. 6760
Mexico, D.F.
Tel: 52-55-5-5574-4040

Promedia Computer S.A. de      contract,              US$416,105
C.V.                           quasi-contract,
Attention: Evangelina Reyes    trade
Perez
Av. Baja California 196-201
Del. Benito Juarez C.P. 6700
Mexico, D.F.
Tel: 52-55-5-5564-3994

Industrias John Crane          contract,              US$400,000
de Mexico S.A de C.V.          quasi-contract,
Attention: Lic. Jesus Urdaneta trade
Poniente 152 No. 667
Col. Industrial Vallejo
C.P. 02300
Mexico, D.F.
Tel: 52-55-5-5385-0525

Taurus-Espa A, S.a. de C.V.    contract,              US$396,585
Attention: José Luis Fernandez quasi-contract,
Henriquez                      trade
Rosas Moreno 4-203
Col. San Rafael C.P. 6470
Mexico, D.F.
Tel: 52-55-5-5546-8162
      ext. 239

Standard Machinery and Supply  contract,              US$394,000
Co. S.A. de C.V.               quasi-contract,
Attention: Barbara Hernandez   trade
Larrieta
Tenayuca 82
Fracc. Ind. Tlalnepantla C.P.
54030
Estado de Mexico
Tel: 52-55-5-565-6741

Suspension Y Direccion S.A. de contract,              US$329,071
C.V.                           quasi-contract,
Attention: Luis Becerril       trade
Colorado
Dr. Lucio 211
Col. Doctores C.P. 06720
Mexico, D.F.
Tel: 52-55-5134-0700

Instituto Tecnologico          contract,              US$278,311
Autonomo de Mexico             quasi-contract,
Attention: Monica de Lourdes   trade
Arrieta Blanco
Rio Hondo No. 1
Col Tizapan, San Angel C.P.
01000
Mexico, D.F.
Tel: 52-55-5-5628-4000

Grupo Plastico Nova S.A. de    contract,              US$277,872
C.V.                           quasi-contract,
Attention: Laura Garcia        trade
Carrillo
San Juan 768
Col. Granjas Modernas C.P.
07460
Mexico, D.F.
Tel: 52-55-5-5748-0583

Suyun Yan Hu                   contract,              US$270,964
Dr. Salvador Garcia Diego      quasi-contract,
209, Col. Doctores C.P. 06720  trade
Mexico, D.F.
Tel: 52-55-5-3096-8108

America Maria Luisa Taracido   contract,              US$247,880
Berea                          quasi-contract,
                                trade

Rittal, S.A. de C.V.           contract,              US$240,524
                                quasi-contract,
                                trade

Catalizadores Salh Mon S.A. de contract,              US$213,495
C.V.                           quasi-contract,
                                trade


CLEAR CHANNEL: Extends Notes Tender Offer to March 18
-----------------------------------------------------
Clear Channel Communications Inc. has extended dates for price
determination, offer expiration and consent payment in
connection with its tender offer for outstanding 7.65% Senior
Notes due 2010 and its subsidiary AMFM Operating Inc.'s tender
offer for its outstanding 8% Senior Notes due 2008.

The pricing of the Notes is extended to March 14, 2008.  The
expiration of the tender offers is extended to 8:00 a.m. New
York City time on March 18, 2008.  The consent payment deadline
for the Notes is extended to to 8:00 a.m. New York City time on
March 18, 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 for its outstanding 7.65%
Senior Notes due 2010 (CUSIP No. 184502AK8) and Clear Channel's
subsidiary AMFM Operating Inc.'s 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
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.  The closing of the Merger is subject to customary
closing conditions.

                         About Clear Channel

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, 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.


DURA AUTOMOTIVE: Files Revised Plan of Reorganization
-----------------------------------------------------
DURA Automotive Systems, Inc. and its debtor-affiliates filed
its revised Chapter 11 Plan of Reorganization with the U.S.
Bankruptcy Court for the District of Delaware.  The Plan
reflects a consensual agreement among DURA'S key creditor
constituencies.  DURA intends to proceed on an expedited basis
to obtain Court approval of the Plan and emerge from Chapter 11.

"The filing marks an important milestone in the company's
efforts to emerge from its Chapter 11 reorganization process in
the very near term," Larry Denton, Chairman and Chief Executive
Officer of DURA Automotive Systems, said.  "Though weak credit
markets delayed the emergence process during the fourth quarter
of 2007, we have worked productively with our creditors to
develop a revised Plan that places the company on an even firmer
footing by reducing the amount of required exit financing."

The Plan filed is a revision of the previous version of DURA's
Plan, filed on Aug. 22, 2007.  The Plan is supported by DURA's
key creditor constituencies.  Although certain supporting
documentation continues to be refined, the Official Committee of
Unsecured Creditors and the Ad Hoc Committee of Certain Second
Lienholders have agreed in principle to support the Plan.

The Plan provides, among other things, details on how the
company intends to treat more than US$1.3 billion in claims,
which takes into account changed economics.

In light of these events, key terms of DURA'S revised Plan are:

Second Lien Claims will receive approximately US$225 million in
new Convertible Preferred Stock Senior Notes and Other General
Unsecured Claims will receive 100% of New Common Stock (without
giving effect to the conversion of the Convertible Preferred
Stock) Debtor-in-Possession claims, administrative expenses, and
certain other priority claims will receive a full cash recovery
Funding for the revised Plan will include a committed
US$80 million second lien loan facility, provided by certain of
the company's creditors, in addition to a US$150 million first
lien term loan.  Upon emergence, DURA expects to be a publicly
reporting company under SEC rules.  The company's pre-bankruptcy
subordinated notes, convertible preferred securities and
existing equity will not receive recoveries under the Plan.

Within the next few days, DURA intends to file a revised
Disclosure Statement, which will provide additional information
about the Plan.  DURA will request that the Court approve the
adequacy of that Disclosure Statement at a hearing to be
scheduled in early April, with a solicitation of creditor
acceptances to follow shortly thereafter.

DURA is advised by AlixPartners, Kirkland & Ellis and Miller
Buckfire in connection with its Chapter 11 reorganization.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive industry.  The company is also a supplier of similar
products to the recreation vehicle and specialty vehicle
industries.  DURA sells its automotive products to North
American, Japanese and European original equipment manufacturers
and other automotive suppliers.

The company has three locations in Asia -- China, Japan and
Korea.  It has locations in Europe and Latin-America,
particularly in Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006
(Bankr. D. Del. Case No. 06-11202).  Richard M. Cieri, Esq.,
Marc Kieselstein, Esq., Roger James Higgins, Esq., and Ryan
Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead counsel
for the Debtors' bankruptcy proceedings.  Mark D. Collins, Esq.,
Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors' co-
counsel.  Baker & McKenzie acts as the Debtors' special counsel.

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.
Miller Buckfire & Co., LLC is the Debtors' investment banker.
Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.

As of July 2, 2006, the Debtor had US$1,993,178,000 in total
assets and US$1,730,758,000 in total liabilities.  The Debtors
have asked the Court to extend their plan filing period to
April 30, 2008.

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


DURA AUTOMOTIVE: Wants to Hire SRR as Valuation Consultant
----------------------------------------------------------
DURA Automotive Systems Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Stout Risius Ross, Inc., as valuation
consultant, nunc pro tunc to Feb. 8, 2008.

Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Debtors have previously
retained SRR as one of their ordinary course professional.

As OCP, SRR has billed and received from the Debtors US$36,942,
as payment for fees and reimbursement of expenses for services
it rendered from the Petition Date through Dec. 31, 2007, Mr.
Madron tells the Court.  However, the OCP Order has limited
payment to OCPs at US$25,000 per month on average over a rolling
two-month period.

Mr. Madron says the Debtors expect that SRR's fees in relation
to the valuation and related consulting services for the Debtors
will exceed the OCP Cap, thus the Debtors are seeking to employ
SRR pursuant to Sections 327(a) and 328(a) so that the firm can
be adequately compensated for their services.

As valuation consultants, SRR will:

    * estimate the fair value of certain tangible and intangible
      assets, equity interests, and reporting units of the
      Debtors for fresh-start accounting purposes;

    * estimate the Fair Value of the Debtors' body and glass
      reporting unit and assets in support of their compliance
      with the Statement of Financial Accounting Standards No.
      142, which addresses accounting and reporting of acquired
      goodwill and intangible assets;

    * provide an indication of the reproduction cost of the
      tangible assets for property insurance placement purposes;
      and

    * provide analysis with respect to the Debtors' assets as of
      the Petition Date.

In exchange for the contemplated legal services, the Debtors
will pay SRR based on the firm's applicable hourly rates:

              Professional             Hourly Rate
              ------------             -----------
              Managing Director      US$300 - US$500
              Director               US$255 - US$300
              Manager                US$200 - US$225
              Senior Analyst         US$150 - US$200
              Associate              US$100 - US$150
              Analyst                US$100 - US$150

The Debtors estimate that professional services to be provided
by SRR will total approximately US$360,000.  Mr. Madron says the
fee estimate does not include any out-of-pocket expenses which
will be billed at the actual amounts incurred.

The Debtors have also agreed to provide SRR a US$50,000
retainer, which retainer will be applied against SRR's final
invoice.

John N. Ross, Esq., a partner at SRR, assures the Court that his
firm does not represent any interest adverse to the Debtors and
their estates, and is a "disinterested person,"as the term is
defined in Section 101(14).

                             About DURA

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive industry.  The company is also a supplier of similar
products to the recreation vehicle and specialty vehicle
industries.  DURA sells its automotive products to North
American, Japanese and European original equipment manufacturers
and other automotive suppliers.

The company has three locations in Asia -- China, Japan and
Korea.  It has locations in Europe and Latin-America,
particularly in Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006
(Bankr. D. Del. Case No. 06-11202).  Richard M. Cieri, Esq.,
Marc Kieselstein, Esq., Roger James Higgins, Esq., and Ryan
Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead counsel
for the Debtors' bankruptcy proceedings.  Mark D. Collins, Esq.,
Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors' co-
counsel.  Baker & McKenzie acts as the Debtors' special counsel.

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.
Miller Buckfire & Co., LLC is the Debtors' investment banker.
Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.

As of July 2, 2006, the Debtor had US$1,993,178,000 in total
assets and US$1,730,758,000 in total liabilities.  The Debtors
have asked the Court to extend their plan filing period to
April 30, 2008.

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


FEDERAL-MOGUL: Inks New Stock Option Pact With CEO Jose Alapont
---------------------------------------------------------------
Subject to the approval of its shareholders, Federal-Mogul Corp.
and its debtor-affiliates entered into a new Stock Option
Agreement with Jose Maria Alapont, its president and chief
executive officer, on Feb. 15, 2008.

On Dec. 27, 2007, the Debtors entered into a President and CEO
Stock Option Agreement with Mr. Alapont.

On Feb. 15, 2008, the Old Stock Option Agreement and the Old
Stock Option Agreement Amendment were canceled by mutual written
agreement of the company and Mr. Alapont, Federal-Mogul Corp.
senior vice president Robert L. Katz reports in a regulatory
filing with the U.S. Securities and Exchange Commission.

The New President and CEO Stock Option Agreement grants Mr.
Alapont a non-transferable, non-qualified option to purchase up
to 4,000,000 shares of the company's Class A Common Stock
subject to certain terms and conditions.  The exercise price for
the Option is US$19.50 per share, which is at least equal to the
fair market value of a share of the company's Class A Common
Stock on the date of grant of the Option, according to Mr. Katz.

The Option will expire on Dec. 27, 2014.

The New President and CEO Stock Option Agreement also provides
for vesting.  Specifically, 40% of the shares of Class A Common
Stock subject to the Option are vested, and an additional 20% of
the shares of Class A Common Stock subject to the Option will
vest on each of March 23, 2008; March 23, 2009; and
March 23, 2010.

If prior to March 23, 2010, Mr. Alapont's employment with the
company (1) terminates by reason of death or disability, (2) is
terminated by the company without cause, or (3) is terminated by
Mr. Alapont for good reason, the Option will be exercisable with
respect to all of the shares of Class A Common Stock subject to
the Option on the date of Mr. Alapont's termination of
employment.  Mr. Alapont or his legal representative may
thereafter exercise the Option until and including the earlier
of (i) the date which is 90 days after the Employment
Termination Date, and (ii) the Expiration Date.

If Mr. Alapont's employment with the company terminates for any
other reason, the Option will be exercisable only to the extent
it is exercisable on Mr. Alapont's Employment Termination Date
and may thereafter be exercised by Mr. Alapont or his legal
representative until and including the earlier of (i) the date
which is 90 days after the Employment Termination Date, and (ii)
the Expiration Date.

If the company's shareholders do not approve the grant of the
Option pursuant to the New President and CEO Stock Option
Agreement before Dec. 31, 2008, then (a) the Option will not
become exercisable with respect to any shares of Class A Common
Stock subject to the Option, and (b) the Option and the New
President and CEO Stock Option Agreement will terminate on
Dec. 31, 2008.

The Option only will become exercisable with respect to any
shares of Class A Common Stock subject to the Option after the
approval of the Option by the company's shareholders, Mr. Katz
clarifies.

A full-text copy of the New President and CEO Stock Option
Agreement is available for free at the SEC:

                http://ResearchArchives.com/t/s?28e2

                      About Federal-Mogul

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's
foremost original equipment manufacturers of automotive, light
commercial, heavy-duty, agricultural, marine, rail, off-road and
industrial vehicles, as well as the worldwide aftermarket.
Founded in Detroit in 1899, the company is headquartered in
Southfield, Michigan, and employs 45,000 people in 35 countries.
Aside from the U.S., Federal-Mogul also has operations in other
locations which includes, among others, Mexico, Malaysia,
Australia, China, India, Japan, Korea, and Thailand.

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

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on
June 6, 2004, the Bankruptcy Court approved the Third Amended
Disclosure Statement for their Third Amended Plan.  On
July 28, 2004, the District Court approved the Disclosure
Statement.  The estimation hearing began on June 14, 2005.  The
Debtors submitted a Fourth Amended Plan and Disclosure Statement
on Nov. 21, 2006, and the Bankruptcy Court approved that
Disclosure Statement on Feb. 6, 2007.  The Fourth Amended Plan
was confirmed by the Bankruptcy Court on Nov. 8, 2007, and
affirmed by the District Court on Nov. 14.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 10, 2008, Moody's Investors Service confirmed the ratings
of the reorganized Federal-Mogul Corporation -- Corporate Family
Rating, Ba3; Probability of Default Rating, Ba3; and senior
secured bank credit facilities, Ba2.  The outlook is stable.
The financing for the company's emergence from Chapter 11
bankruptcy protection has been funded in line with the structure
originally rated by Moody's in a press release dated Nov. 28,
2007.

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Southfield, Michigan-based Federal-Mogul Corp.
following the company's emergence from Chapter 11 on
Dec. 27, 2007.  S&P said the outlook is stable.


GRUPO GIGANTE: Moody's Withdraws Rating at Company's Request
------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its ratings on
Grupo Gigante S. A. B. de C.V. at the company's request,
including the 'BB' corporate credit rating and the 'BB' rating
on the company's US$260 million 8.75% notes due 2016.  "This
action follows the company's repurchase of all of its
outstanding senior notes," said S&P's credit analyst Juan Pablo
Becerra.

In December 2007, Grupo Gigante reached an agreement with
Organizacion Soriana S.A.B. de C.V. (not rated) to acquire the
operation of 198 stores in Mexico and the United States.
Currently the company is debt free and in the process of
analyzing different strategic alternatives.

Grupo Gigante SAB de CV (MXK:GIGANTE) --
http://www.gigante.com.mx/content/gigante/tienda/intro.html--
is one of Mexico's leading retailers with about 280 outlets that
sell food, apparel, and general merchandise in 19 Mexican
states.  It also has about a half a dozen stores in Southern
California.  A joint venture between Grupo Gigante and
RadioShack operates nearly 150 RadioShack outlets in Mexico and
is growing at a rate of about 20 stores per year.  The company's
joint venture with Office Depot runs about 140 of those stores
in Mexico and Central America.  Grupo Gigante also operates 60-
plus Toks restaurants.  The father of chairperson Angel Losada
Moreno, founded Gigante around 1940; it is controlled by the
Losada family.


KANSAS CITY: Realigns Transportation Divisions & Leadership Team
----------------------------------------------------------------
Kansas City Southern and its U.S. subsidiary, The Kansas City
Southern Railway Company has promoted two employees and
realigned its transportation divisions and leadership team.

     * David R. Ebbrecht was promoted from assistant vice
       president network operations to vice president
       transportation, reporting to Scott E. Arvidson, executive
       vice president and chief operating officer.

     * Jeff M. Crandall has moved from vice president
       transportation to vice president engineering, reporting to
       Jerry W. Heavin, senior vice president international
       engineering.

     * Mitchell S. Whitmire was promoted from general director
       materials logistics to general manager locomotive
       operations, reporting to John E. Foster, vice president
       and chief mechanical officer.

"In everything that we do, we are implementing a methodical,
repeatable, measurable approach to planning and execution – both
for today's and for tomorrow's needs," said Mr. Arvidson.  "We
are fortunate to have a talented group of individuals already in
house with the expertise to produce the kind of results our
customers and shareholders expect."

In his new role, Mr. Crandall is responsible for maintenance of
way for KCSR.  He joined KCSR in November 2006 to lead the
planning and scheduling area of the international engineering
department and was promoted to vice president transportation for
KCSR in November 2007.  Prior to joining KCSR, he spent 28 years
with Union Pacific in a variety of engineering, mechanical and
transportation roles.  Mr. Crandall holds a bachelor of science
in business management from Iowa State University.

In his new role, Mr. Ebbrecht is responsible for all KCSR field
operations, System Transportation Center and tactical rail asset
distribution functions.  He joined KCSR in 2001 and has held
positions in strategic planning, materials logistics,
transportation management and network operations.  He has 12
years experience in the transportation logistics industry with
KCSR and CSX, and an additional nine years which were spent as
an aviation officer in the U.S. Army.  Mr. Ebbrecht is a
candidate for a master of business administration from the
University of Missouri Kansas City and holds a bachelor of
science in general engineering and psychology from the U.S.
Military Academy at West Point.

In this newly created position, Mitchell S. Whitmire is
responsible for improving the availability, reliability and
quality of the locomotive fleet.  He joined KCSR in 2006, after
spending a year as an owner/operator of Whitmire Sawmill. Prior
to that, he was a captain in the U.S. Army.  Over the course of
an 18-year military career, Mr. Whitmire was on active duty as
an enlisted infantryman and quartermaster officer, serving in
Georgia, Iraq, Kentucky, California and Kuwait.  He holds a
bachelor of general studies degree from Arkansas State
University and an associate's degree in arts and sciences from
Black River Technical College.

In addition to these promotions, the territories of the three
transportation divisions have been realigned, as have their
leaders.  The Midwest Division territory is now defined as East
St. Louis, Illinois, west to Kansas City and south to
Shreveport, Louisiana.  The new general manager for this
division is Kevin D. McIntosh, who most recently served as
assistant vice president personnel services.

Mr. McIntosh joined KCSR in 1996. In addition to his personnel
services role, he has served as general director safety, health
and operating practices, has held a variety of transportation
management positions and has worked in the accounting
department.  He holds a master of business administration from
the Rockhurst University Executive Fellows Program and a
bachelor of science in business management from the University
of Missouri Columbia.

The Southeast Division territory is defined as Dallas, Texas,
east to Shreveport, including Shreveport terminal, east to
Meridian, Miss., and north to Counce, Tenn., as well as the line
from Hattiesburg to Gulfport, Mississippi.  The new general
manager for this division is Claude N. Friesland, who most
recently served as general manger for the Midwest Division.

Mr. Friesland joined KCSR in 2003 and has served in a variety of
transportation management positions.  Prior to joining KCSR, he
spent eight years with Norfolk Southern.  Mr. Friesland is a
candidate for a bachelor of science in business administration
from Phoenix University.

The Texas Division territory is now defined as Laredo, Texas,
north to Shreveport and from Shreveport south to New Orleans.
The new general manger for this division is Mark A. Redd, who
most recently served as general manger for the Southeast
Division.

Mr. Redd joined KCSR in 1993 with KCSR's purchase of the Mid-
South Railroad and has held a variety of transportation
management positions.  He holds a bachelor of science in
management from the University of Phoenix.

Headquartered in Kansas City, Missouri, Kansas City Southern --
http://www.kcsouthern.com/en-us-- is an international
transportation holding company comprised of three primary
railroads: The Kansas City Southern Railway Company, Kansas City
Southern de Mexico, and Panama Canal Railway Company.

                            *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 28, 2008, Fitch Ratings upgraded the foreign and local
currency Issuer Default Ratings of Kansas City Southern de
Mexico, S.A. de C.V. to 'BB-'from 'B+'.  Fitch said the Rating
Outlook is stable.  Fitch also upgraded Kansas City Southern de
Mexico's US$165 million 7.375% senior notes due 2014; US$460
million 9.375% senior notes due 2012; US$175 million 7.625%
senior notes due 2013 to 'BB-' from 'B+' rating.


MOVIE GALLERY: Court Okays US$4.7 Mil. Employee Incentive Plan
--------------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for
the Eastern District of Virginia approved Movie Gallery Inc. and
its debtor-affiliates' Key Employee Incentive Plan.

The Plan has two components -- the Management Incentive Plan and
the Supplemental Incentive Plan.

Judge Tice rules that payments made in contemplation of the
Debtors' Key Employee Incentive Plan constitute transfers and
obligations permitted by Sections 363(b) and 503(c)(3) of the
U.S. Bankruptcy Code.  Every payment and distribution obligation
of the Debtors under the Incentive Plan will be treated as an
administrative expense pursuant to Section 503(b)(1)(A).

The Debtors will make payments under the Incentive Plan without
further notice to the Court.

As reported in the Troubled Company Reporter on Feb. 20, 2008,
the Management Incentive Plan which provides a potential bonus
computed -- in a similar manner to the Debtors' historical bonus
plan -- based on a percentage of each participant's salary, to
be awarded if the Debtors achieve certain levels of earnings
before interest, taxes, depreciation and amortization.  The
bonus is computed and awarded on a quarterly or semi-annual
basis depending upon the participant's position.

On the other hand, the Supplemental Incentive Plan provides a
bonus computed as a percentage of earnings to be awarded to
after June 30, 2008, to participants who have satisfied the
tailored objectives established accordingly.

The Debtors maintained that the KEIP creates a fair, objective
and incentive-based compensation structure for their employees
that aligns employee interests with those of the Debtors'
stakeholders to encourage maximum effort and  performance during
the restructuring process.

                         About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment
specialty retailer.  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. 21; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Committee Supports Second Amended Chapter 11 Plan
----------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates' Second Amended
Chapter 11 Plan of Reorganization found support from their
Official Committee of Unsecured Creditors.

The Committee, in a letter addressed to Movie Gallery, Inc.'s
unsecured creditors, stated that it has found that the Debtors'
Second Amended Plan of Reorganization "provides the best
recoveries to, its acceptance is in the best interest of all
creditors, and any alternative would result in unnecessary
delay, uncertainty, and expense."

The Creditors Committee encouraged unsecured creditors to vote
to accept the Plan.

To enable landlords to have a meaningful opportunity to vote on
the Plan, the Debtors -- at the Committee's behest -- have
agreed to determine on March 10, 2008, whether they will assume
or reject store leases, and notify landlords of rejection
decisions at that time, said Committee chairman, William Kaye.

Mr. Kaye added that the Debtors also agreed that landlords to
unassumed leases will be entitled to vote with respect to those
leases.

The Creditors Committee believes that the procedures negotiated
between the Debtors and Sopris Capital Advisors LLC provide a
reasonable compromise that will afford landlords with claims
based on currently or potentially rejected leases a fair
opportunity to vote on the Debtors' Plan while, at the same
time, enabling the Debtors to make final decisions on lease
assumptions and rejections up until the latest possible date.

The Creditors Committee said an alternative to the negotiated
procedures will require the Debtors to make potentially
premature decisions on the leases and consequently delay their
exit from bankruptcy.

The Creditors Committee added that it has actively negotiated
with the Debtors and Sopris regarding the terms of the Plan,
including the recoveries to be provided to and as among general
unsecured creditors, which recoveries vary depending on numerous
factors.

Mr. Kaye noted that under the Plan:

    * Classes 6, 7A, 7B and & E will receive stock, warrants and
      net proceeds from a litigation trust;

    * Classes 7C, 7D and 7F will receive cash;

    * Class 6 bondholders are offered an opportunity to buy more
      stock in the Debtors through the Rights offering, which
      will raise US$50,000,000 for the Reorganized Debtors due to
      a guaranteed backstop by Sopris; and

    * Classes 7A, 7B and & E are offered an aggregate
      US$10,000,000 cash-out election, which entitles the Classes
      to make irrevocable election in connection with voting to
      forgo any stock, warrants or litigation proceeds and
      instead receive 42% to 50% in cash of the implied value of
      the shares of stock to be received otherwise.

                         About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment
specialty retailer.  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. 21; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Judge Tice Approves Phase 2 Sale Procedures
----------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for
the Eastern District of Virginia approved the bidding and second
auction procedures governing the disposition of the Debtors'
interests in certain unexpired leases of non-residential
property in Phase 2 locations and the lease cure procedures to
determine the Debtors' cure amounts with respect to the Phase 2
Leases.

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

              http://researcharchives.com/t/s?28de

The Court further authorized the Debtors to enter into
agreements  for the sale of their designation rights associated
with the Phase 2 Leases, subject to Court approval.  Any
executed Sale Agreement constitutes a sale free and clear of any
interest including, without limitation, any liens, claims or
encumbrances or other interests on or in the Phase 2 Leases that
are subject to Sale Agreements.  A purchaser under a Designation
Rights agreement will be entitled to the protections afforded to
good-faith purchasers.

The Debtors will have no further liability for any breach of a
Phase 2 Lease occurring after the closing of a sale, transfer,
termination or assignment for a Phase 2 lease.

Judge Tice will convene a hearing on March 20, 2008, at 2:00
p.m., prevailing Eastern Time, to consider approval of the Sale
Agreements and the sale of designation rights, including
objections to proposed cure amounts.

Objections to the Sale Agreements and designation rights must be
filed on March 18.  Cure amount objections are due March 4.

                      Cure Amount Objections

More than 60 landlords filed objections to the proposed Phase 2
Leases cure amounts and asserted alternative cure amounts on
account of unpaid rent or arrears, and repair and maintenance
charges:

    * 2005 Main Street Plaza 1, LLC,
    * Artzibushev-University One, Limited,
    * Bammel Interests Ltd.,
    * BBS Associates, LLC,
    * BC Wood Properties,
    * Bellevue Properties Group,
    * Benderson Development Company, Inc.,
    * Cedar Springs Station, LLC,
    * Centro Properties Group,
    * CH Realty, IV,
    * Desert Mountain Enterprises,
    * Developers Diversified Realty Corporation,
    * Excel Enterprise, LLC,
    * Equity One, Inc.,
    * GGF Pico Rivera, LLC,
    * Gould Investors, L.P.,
    * Harvest Properties, LLC,
    * Highlands Plaza LLC,
    * Hollywood-Anniston, LLC,
    * Inland American Retail Management, LLC,
    * Inland Commercial Property Management, Inc.,
    * Inland Southwest Management LLC,
    * Kenneth and Theresa Barber,
    * Liberty Station, Inc.,
    * Lynchburg II, LLC,
    * Mattatuck Plaza (E&A) LLC,
    * Mesa Town Center, LLC,
    * National Retail Properties, L.P.,
    * N.O.M. Franklin, Ltd.,
    * North Hampton Properties, LLC,
    * Parkway Plaza, L.P.,
    * Parr Financial Partners LLC,
    * PepperLane-SE Square Loop, LLC,
    * PBKE-Gitt, LLC,
    * Piedmont Old Alabama Partners, L.P.,
    * Primestor Los Jardines, LLC,
    * PK III San Dimas Marketplace,
    * PMT Partners V, LLC,
    * Range Five, LLC,
    * Regency Centers, LP,
    * Realty Income Corporation,
    * Realty Income Texas Properties, LP,
    * Rebkee Partners New Kent, LLC,
    * SEMLAK, LLC,
    * SHAG of Mississippi, Inc.,
    * Silvia Yanez-Salazar,
    * Steve and Carol Lin,
    * Scottsdale Fiesta Plaza, L.P.,
    * Stephen L. Horowitz,
    * Table Mesa Shopping Center Partnership, LLP,
    * The Morris Companies Affiliates,
    * The Slane Company, Ltd.,
    * Twiss Realty Co, Inc.,
    * U.S. Retail Income VI, L.P.,
    * Urstadt Biddle Properties, Inc.,
    * Vestar California, XXII, L.L.C.,
    * Weingarten Realty Advisors,
    * White Flint Plaza, LLC,
    * Whiteville Properties, LLC,
    * Windsor Hills Station, Inc.,
    * WMS, LLC, Boston Road Property, LLC, et al., and
    * Yorkshire Village Properties, LLC

                         About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment
specialty retailer.  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. 21; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


SHARPER IMAGE: Landlords Object to US$60M DIP Financing Motion
--------------------------------------------------------------
Several parties lodged objections to the US$60,000,000 debtor-
in-possession financing Sharper Image Corp. obtained from Wells
Fargo Retail Finance, LLC, as the arranger and administrative
agent for the DIP Lenders.

As reported in the Troubled Company Reporter on Feb. 28, 2008,
the proceeds of the DIP Facility, net of any amounts used to pay
fees, costs and expenses under the DIP Credit Agreement, will be
used, solely for:

    (a) working capital and general corporate purposes,

    (b) payment of costs of administration of the Case,

    (c) all prepetition letters of credit issued under the
        Prepetition Financing Agreements will be deemed issued
        under the DIP Credit Agreement, and

    (d) payment in full of the Prepetition Debt.

A full-text copy of the DIP Credit Agreement is available for
free at http://bankrupt.com/misc/SIDIPFinancingPact.pdf

The Debtor and Wells Fargo have agreed on a budget projecting
cash flow for 13 weeks.  On a weekly basis, the Debtor will
provide to Wells Fargo an updated budget.  The Debtor believes
that the Budget is achievable and will allow it to operate and
pay its postpetition obligations as they mature.

A full-text copy of the 13-week budget is available for free at

           http://bankrupt.com/misc/SI13WeekBudget.pdf

The U.S. Bankruptcy Court in Delaware has authorized the Debtor
to borrow up to US$35,000,000 pursuant to the terms of the DIP
Financing Agreement, pending a final hearing.

                             Objections

(A) EklecCo, Taubman, Westfield and Greenway

Pursuant to the DIP financing agreement, the Debtor intends to
grant Wells Fargo Retail Finance a security interest in the real
property leased by the Debtor in EklecCo Newco, L.L.C.'s
Palisades Center, in West Nyack, New York.

Susan E. Kaufman, Esq., at Heiman, Gouge & Kaufman, LLP, in
Wilmington, Delaware, relates that the Debtor cites no
authority, and EklecCo believes no authority exists, for the
proposed pledge of the Debtor's state law contractual rights.
Therefore, Wells Fargo, as lender, has no right to enter into
and occupy the Premises.  Moreover, any proposed grant of a
security interest in the Lease is essentially a de facto
assignment of the Lease given the broad remedies granted to the
Lender should there be a default.

EklecCo and the Debtor are parties to the Lease, whereby the
Lender is not, Ms. Kaufman notes.  The Debtor is essentially
asking the Court to create landlord and tenant relationship
between non-debtor parties.

"Any final order on the Financing Motion should prohibit the
Lender from entering and using the Premises absent the express
written consent of the Objecting Landlord or further court
order," Ms. Kaufman adds.

Accordingly, EklecCo asks the Court that any final order
granting the Debtor's proposed DIP financing be modified
pursuant to the terms of EklecCo's objection, or otherwise deny
it in its entirety.

The Taubman Landlords, by their counsel, Andrew S. Conway, Esq.,
joins EklecCo in objecting to the Debtor's proposed DIP
financing for the same reasons disclosed.

Westfield, LLC, and certain of its affiliates, and Greenway
Center, LLC, a landlord of the Debtor for a retail store space
at a shopping center in Middleton, Wisconsin joins EklecCo's
objection.  The Debtor is a tenant with regard to 10 unexpired
leases of nonresidential real properties owned by the Westfield
landlords.

The Westfield Landlords are:

  Landlord                                 Location
  --------                                 --------
  Annapolis Mall Limited Partnership       Annapolis, Maryland
  Citrus Park Venture Limited Partnership  Tampa, Florida
  Westland Garden State Plaza Ltd. Partn.  Paramus, New Jersey
  Hawthorn, L.P                            Vernon Hills, Illinois
  Horton Plaza LP                          San Diego, California
  Mainplace Shoppingtown LLC               Santa Ana, California
  Montgomery Mall LLC                      Bethesda, Maryland
  Old Orchard Urban Limited Partnership    Skokie, Illinois
  Santa Anita Shoppingtown LP              Arcadia, California
  V F Mall LLC                             Santa Clara, Calif.

(B) The Macerich Company, et al.

The Macerich Company, RREEF Management Company, Cousin
Properties Incorporated, and The Forbes Company are the lessors
under 16 leases of nonresidential real property with the Debtor
for retail sales space in shopping centers located in Arizona,
California, Colorado, Connecticut, Florida, Georgia, Michigan,
Minnesota, New Jersey, and Oregon.

Pursuant to the terms of the Interim DIP order, and as stated on
the record at the February 20, 2008 hearing on the Debtor's
first day motions, the final order on the Debtor's proposed DIP
financing should also reflect that the DIP liens extend only to
the proceeds of the leases, if ever a lien on the Leases is
prohibited by applicable non-bankruptcy law, or the terms of the
Leases themselves, Leslie C. Heilman, Esq., at Ballard Spahr
Andrews & Ingersoll, LLP, in Wilmington, Delaware, states.

Given the fact that the Landlords' shopping centers effectively
house a substantial portion of retail -- the inventory subject
to the DIP Liens -- neither the DIP secured parties nor their
agents should be allowed to use or occupy any portion of the
Premises as part of exercising their rights under the
prepetition financing agreement or the DIP Financing Agreements
without a Court order, after notice to the Landlords, and a
hearing, Ms.  Heilman relates.

Accordingly, Macerich, et al. ask the Court to deny the Debtor's
proposed DIP financing unless the protections requested are
incorporated into the final form of order.  In addition,
Macerich, et al. also join in the objections of other real
properly lessors.

(C) BP 111

BP 111 Huntington Avenue LLC leases non-residential real
property to the Debtor within the shopping center known as The
Shoppes at the Prudential Center pursuant to a lease agreement
dated February 26, 2003.  BP 111 and the Debtor are also parties
to two agreements for use and occupancy of storage space dated
October 23, 2006 and November 19, 2007.  The Debtor has not
assumed or rejected the Lease or the Storage Agreements as of
February 29, 2008.

William D. Sullivan, Esq., at Sullivan Hazeltine Allinson LLC,
in Wilmington, Delaware, states that the Debtor could not simply
assume the Lease and the Storage Agreements and then assign them
to third parties without first going before the Court and
proving that it had provided BP 111 with the adequate assurance
of future performance.

"Whether or not the Debtor is in default of its obligations
under the DIP Financing Agreement, in order for any third
parties to obtain any rights in the Lease, the Debtor must
appear before the Court and demonstrate that it has provided the
Landlord with adequate assurances," Mr. Sullivan said.

Mr. Sullivan notes that if an event of default occurs and the
DIP lenders exercise their rights and remedies under the DIP
financing agreement, then the DIP Lenders must timely comply
with all of the Lease obligations until the date the Lease is
assumed or rejected.

Mr. Sullivan relates that BP 111's Lease prohibit the Debtor
from granting a lien on its leasehold interest.  Therefore,
BP 111 reserves the right to enforce the prohibition in the
Lease.

Accordingly, BP 111 asks the Court that any final order
authorizing the DIP Financing Agreement should prohibit the lien
notwithstanding the terms of the DIP Financing Agreement.  BP
111 also joins the objections filed by the Debtor's other
landlords.

(D) Stopen

Stopen, LLC and the Debtor are parties to a lease of non-
residential real property for a unit in a shopping center known
as The Avenue of the Peninsula located in Rolling Hills Estates,
California.

In light of the Debtor's DIP motion, Jeffrey C. Wisler, Esq., at
Connolly Bove Lodge & Hutz LLP, in Wilmington, Delaware, states
that the Debtor has no right to place a lien on Stopen's Lease.
Furthermore, the Avenue of the Peninsula's own financing
prohibits Stopen from allowing any liens to be placed upon the
Lease.  "If any lien is placed, the Center's lender could demand
that the lien be immediately paid and discharged," Mr. Wisler
said.

Mr. Wisler relates that granting a lien on the leasehold
interests may result in a de facto assignment of the Lease to
the DIP Lenders upon an occurrence of default under the DIP
financing agreement.

Additionally, section 9.1(j) of the DIP Financing Agreement
provides that the DIP Lenders may sell the borrower collateral
at either a public or private sale, or both, by way of one or
more contracts or transactions, for cash or on terms, in a
manner and at places as the agent determines is commercially
reasonable.

The Court cannot permit a lien that would authorize the DIP
Lenders to become the assignee of, or foreclose upon, the Lease
or the Debtor's leasehold interests in the Lease, Mr. Wisler
points out.

At most, the Court may permit the Debtor to grant the DIP
Lenders liens upon the proceeds of the Debtor's leasehold
interests, but only in a manner that assures landlords the
protections of Section 365 of the Bankruptcy Code.

Accordingly, Stopen asks the Court to deny the DIP Motion unless
it is modified to eliminate any right of the Debtor to grant any
lien on, or security interest in, the Lease.

(E) Kravco and UBS Realty

Kravco Simon Company and UBS Realty Investors, LLC, as agent for
Century Square Limited Partnership, are the owners or agents for
the owners of two shopping centers in which the Debtor operates
retail stores.

David L. Pollack, Esq., at Ballard Spahr Andrews & Ingersoll,
LLP, in Philadelphia, Pennsylvania, states that Kravco's and
UBS's leases prohibit the Debtor from assigning, transferring,
mortgaging or otherwise encumbering the Leases.

While Kravco and UBS do not object to the granting of a lien on
and security interest in the proceeds of the sale or other
disposition of their Leases, they do object to any attempt to
grant a security interest in, mortgage or otherwise hypothecate
the Leases, contrary to the provisions.

Kravco and UBS further object to any use of their leaseholds
except as provided in the Leases or pursuant to a further order
of the Court.  Moreover, no liens whatsoever should be granted
on Kravco's and UBS's Leases.

In addition to the strict prohibition in most leases against the
granting of liens on the leasehold interests, one or both of the
subject properties may be encumbered by mortgages which
specifically prohibit the landlord from allowing any
encumbrances to be granted upon the various tenant leases.

Mr. Pollack relates that neither the Debtor nor the lenders have
cited any authority which would allow the Court to override the
prohibitions in the leases against granting liens -- for the
simple reason that no authority exists.  Kravco and UBS are
entitled to have the prohibitions in their Leases fully enforced
by the Court.

Kravco and UBS, hence, ask the Court to deny the DIP Motion
unless it is modified.

(F) Inland

Inland Southwest Management, LLC is the managing agent for Town
Square Ventures, L.P. and the premises located in Southlake Town
Square in Southlake, Texas, that Town Square leases to the
Debtor.

Christina M. Thompson, Esq., at Connolly Bove Lodge & Hutz LLP,
in Wilmington, Delaware, states that Inland objects to the
granting of any lien by the Debtor on the Lease as requested in
the DIP motion.

The Premises are subject to a mortgage and other financial
agreements, which may prohibit Inland from allowing any liens,
including prepetition replacement liens, to be placed upon the
Premises and the Lease, Ms.  Thompson relates.  "The Debtor
should not be able to grant any liens on the leaseholds to the
detriment of Inland and its mortgagees, especially if the liens
would supersede any existing mortgage liens granted by Inland to
its mortgagees or other parties,"  Ms. Thompson said.

Although the interim DIP order provides that the DIP Lenders
only receive a lien on leases of real property to the extent not
prohibited by applicable non-bankruptcy law or by the express
terms of a lease, this exception is not sufficient because it
permits the Debtor and the DIP Lenders to decide whether the
Lease or applicable law prohibit the granting of a lien, Ms.
Thompson explains.

Instead, the Court should permit the Debtor to grant liens only
upon the proceeds of the Debtor's leasehold interests, Ms.
Thompson notes.  Moreover, the Debtor has failed to present any
facts or evidence that suggests why, precisely, a lien upon the
proceeds of the Debtor's leasehold interests is not sufficient
in this case.

If a lien on the Lease is permitted, a de facto assignment of
the Lease will result upon an occurrence of default under DIP
Agreement.  The Lease expressly prohibits any assignment of the
Lease without Inland's prior consent.

Ms. Thompson further asserts that any foreclosure by the DIP
Lenders on the leasehold interests would circumvent the express
requirements for assumption and assignment of the Lease.

Ms. Thompson argues that the Debtor has cited no authority for
circumventing the protections that are afforded to landlords by
Section 365 of the Bankruptcy Code and the heightened
requirements contained therein with respect to assignments of
shopping center leases in order to benefit the Debtor's lenders.

Accordingly, any final Court order that would permit a lien on
the Debtor's leasehold interest (i) must expressly prohibit the
DIP Lenders from entering and occupying the Premises, (ii) must
expressly require the DIP Lenders to comply with all provisions
of the Lease including, but not limited to, the full and timely
payment of rent, and (iii) must expressly require that the DIP
Lenders comply with all provisions of the Bankruptcy Code
pertaining to, among other things, the assignment of the Lease.

(G) Chagrin

Chagrin Retail, LLC, leases non-residential real property to the
Debtor within Eton Chagrin Boulevard, Woodmere Village, Ohio.

Tiiara N. A. Patton, Esq., at Calfee, Halter & Griswold LLP, in
Cleveland, Ohio, relates that Chagrin opposes the relief
requested in the DIP Motion because it appears that the Lender
is to be granted a security interest in the Lease pursuant to
the DIP Financing Agreements.

Ms. Patton states that the Debtor cites no authority for the
proposed pledge of the Debtor's state law contractual rights.
Therefore, the Lender has no right to enter and occupy the
Premises.

Moreover, any proposed grant of a security interest in the Lease
is essentially a de facto assignment of the Lease given the
broad remedies granted to the lender should there be a default.
Section 365(b)(3) of the Bankruptcy Code requires that
assumption or assignment of a lease be subject to all the
provisions of a lease.

Ms. Patton further states that the Lease Agreement does not
permit the Debtor's pledge of its leasehold interest or
assignment of the interest without the Chagrin's consent.
Chagrin and the Debtor are parties to the Lease, whereby the
Lender is not.  The Debtor is essentially asking the Court to
create landlord and tenant relationship between non-debtor
parties, Ms. Patton relates.

(H) Texas Tax Authorities

The local Texas tax authorities in Bexar County, Cypress-
Fairbanks ISD, Dallas County, Fort Bend County, Harris County,
Montgomery County, Sugar Land, and Tarrant County, have filed
secured claims aggregating US$119,000 against the Debtor for
unpaid  2007 and 2008 ad valorem property taxes.  The claims of
the Local Texas Tax Authorities are secured by first priority
liens on the Debtor's personal property.

Elizabeth Weller, Esq., at Linebarger Goggan Blair & Sampson,
LLP, in Dallas, Texas, states that the tax lien takes priority
over the claim of any holder of a lien on property encumbered by
the tax lien, whether or not the debt or lien existed before the
attachment of the tax lien.

"The Tax Authorities liens should not be subordinated or primed,
and their liens being senior to those of the prepetition and DIP
lenders, the Tax Authorities claims should be paid in full prior
to any proceeds being released to other parties," Ms. Weller
says.

The Local Texas Tax Authorities ask the Court to deny the
Debtor's DIP Motion until appropriate provisions are included to
adequately protect the priority of the liens of the Local Texas
Tax Authorities and their interest in the proceeds from the sale
of their collateral.

         General Growth et al. Files Reservation of Rights

General Growth Properties, Inc., Developers Diversified Realty
Corp., Turnberry Associates, and Weingarten Realty Investors
have informally raised with the Debtor various related issues,
and worked with the Debtor on certain language to incorporate
clarifications from the first day hearing into the final DIP
order and resolve any other issues.

Robert R. LeHane, Esq., at Kelley Drye & Warren LLP, in New
York, relates that General Growth et al. believe their concerns
have been substantially resolved and that the parties will reach
agreement on consensual language for the final DIP order.
However, they have not received confirmation that the Debtor and
Lenders have agreed to all of their proposed language prior to
their objection deadline.

Out of an abundance of caution, General Growth et al. reserve
their rights to be heard at the final hearing in connection with
the DIP Motion in the event that the parties are unable to reach
agreement on consensual language for the final DIP order.

                      About Sharper Image Corp.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble,
Carlyle, Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  An official Committee of Unsecured
Creditors has been appointed in the case.  When the Debtor filed
for bankruptcy, it listed total assets of US$251,500,000 and
total debts of US$199,000,000.

(Sharper Image Bankruptcy News Issue No. 5, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHARPER IMAGE: Wants to Employ Conway Del Genio as Managers
-----------------------------------------------------------
Sharper Image Corp. seeks the authority of the United States
Bankruptcy Court for the District of Delaware to employ Conway,
Del Genio, Gries & Co., LLC to provide restructuring management
services.  The Debtor also seeks to employ Robert P. Conway as
its chief executive officer, as of the Petition Date, pursuant
to a letter agreement dated February 12, 2008.

The Debtor's proposed counsel, Steven K. Kortanek, Esq., at
Womble Carlyle Sandridge & Rice, PLLC, in Wilmington, Delaware,
relates that the Debtor selected CDG and Mr. Conway because of
their vast experience in providing restructuring management
services to financially troubled organizations.

Moreover, the Debtor believes that the restructuring management
services provided by CDG and the appointment of Mr. Conway as
CEO are necessary to enable the Debtor to maximize the value of
its estate and enhance its ability to successfully reorganize
and are therefore in the best interests of its estate.

Mr. Kortanek states that CDG will manage all aspects of the
Debtor's Chapter 11 case leading to a possible refinancing,
restructuring, or modification of any or all of the Debtor's
existing debt, other obligations, or equity.  In addition, CDG
will manage the Debtor's day-to-day operations including
business strategy, supplier relationships, expansion or
contraction of the retail footprint, and all employee related
matters.

As the Debtor's restructuring managers, CDG will:

    * gather and analyze data, interview appropriate management
      and evaluate the Debtor's existing financial forecasts and
      budgets to determine the extent of the Debtor's financial
      challenges;

    * review the Debtor's current liquidity forecast and assist
      management in modifying and updating the forecasts based
      upon current information, CDG's observations and other
      information as it becomes available;

    * assist the Debtor in the development of a business plan,
      which would be shared with creditors, partners, and
      investors in discussions concerning a potential
      restructuring of some or all of the Debtor's current
      indebtedness, obligations or liabilities;

    * provide financial advice and assistance to the Debtor in
      structuring and effecting a financing, identify potential
      lenders and, at the Debtor's request, contact lenders;

    * assist the Debtor in developing and preparing evaluation
      materials for potential lenders;

    * lead negotiations with potential lenders;

    * assist the Debtor in the preparation, design, and
      presentation of a formal Restructuring proposal to
      accompany the business plan;

    * provide financial advice and assistance to the Debtor in
      structuring any new securities to be issued under the
      proposal;

    * lead negotiations with entities or groups affected by the
      proposal;

    * make CDG personnel available to serve as officers of the
      Debtor;

    * participate in the Debtor's board meetings as appropriate,
      and provide periodic status reports and advice with respect
      to the presentation of any proposals; and

    * perform other services and analyses relating to the
      restructuring effort.

As chief executive officer, Mr. Conway and other CDG personnel
made available to serve as officers of the Debtor will be
responsible for day-to-day executive management and operational
issues of the Debtor, including but not limited to:

    * addressing any and all operational issues as they arise;

    * managing all supplier relationships;

    * implementing operational changes including store openings
      and closings;

    * managing inventory purchasing and the supply of merchandise
      to the Debtor's stores;

    * addressing promotional and advertising strategies and
      determining the appropriate strategy for the Debtor's
      business going forward;

    * implementing any necessary supply chain changes; and

    * addressing all employee related matters.

CDG will be paid US$150,000 monthly.  Also, CDG will be
reimbursed monthly for its reasonable out-of-pocket expenses.

If the Debtor is restructured or its debt refinanced, or if a
substantial portion of its stock or assets are sold, CDG will
receive, without duplication a fee equal to 1% of the amount of
the obligation restructured, the new debt raised in the
financing, and the consideration received in the sale.

CDG is entitled to indemnity.  However, CDG will not be entitled
to indemnification, other than to the fullest extent that the
CDG employees and principals serving the Debtor as officers may
be entitled under the Bylaws of the Debtor and applicable law.
CDG employees serving the Debtor will also be entitled to
coverage under the Debtor's D & 0 insurance policies.

Robert P. Conway Esq., a partner at CDG, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                      About Sharper Image Corp.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble,
Carlyle, Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  An official Committee of Unsecured
Creditors has been appointed in the case.  When the Debtor filed
for bankruptcy, it listed total assets of US$251,500,000 and
total debts of US$199,000,000.

(Sharper Image Bankruptcy News Issue No. 5, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHARPER IMAGE: Wants to Employ Weil Gotshal as Lead Counsel
-----------------------------------------------------------
Sharper Image Corp. seeks the authority of the United States
Bankruptcy Court for the District of Delaware to employ Weil,
Gotshal & Manges LLP as its attorneys to perform the extensive
legal services that will be necessary during the Debtor's
Chapter 11 case.

According to Rebecca L. Roedell, executive vice president and
chief financial officer of Sharper Image, the Debtor selected
WG&M because of the firm's extensive general experience and
knowledge and, in particular, its recognized expertise in the
field of debtor's protections, creditors' rights and business
reorganizations under Chapter 11 of the Bankruptcy Code.

Ms. Roedell further relates that WG&M has become familiar with
the Debtor's business, affairs, and capital structure because
prior to the Petition Date, in February 2008, WG&M has provided
assistance and advice to the Debtor with respect to formulating,
evaluating, and implementing various restructuring,
reorganization, and other strategic alternatives.  Also, WG&M
assisted and advised the Debtor in connection with the
preparation for the Chapter 11 case.

WG&M will represent the Debtor in coordination with Womble
Carlyle Sandridge & Rice, PLLC.  WG&M and Womble have discussed
a division of responsibilities in connection with representation
of the Debtor and will make every effort to avoid and minimize
duplication of services in the representation of the Debtor, Ms.
Roedell adds.

As the Debtor's attorneys, WG&M will:

    * take all necessary or appropriate actions to protect and
      preserve the Debtor's estate, including the prosecution of
      actions on the Debtor's behalf, the defense of any actions
      commenced against the Debtor, and more;

    * prepare on behalf of the Debtor, all necessary or
      appropriate motions, applications, answers, orders,
      reports, and other papers in connection with the
      administration of the Debtor's estate;

    * negotiate and prepare on behalf of the Debtor any Plan of
      Reorganization and all related documents; and

    * perform all other necessary legal services in connection
      with the Chapter 11 case.

The Debtor propose to pay WG&M its customary hourly rates for
services rendered that are in effect from time to time and to
reimburse WG&M according to its customary reimbursement
policies.

Ms. Roedell notes that a year before the Petition Date, the
Debtor provided advances aggregating US$400,000 to WG&M for
services to be performed and expenses incurred and to be
incurred in connection with services to be provided by WG&M,
including the commencement and prosecution of the Chapter 11
case.

As of the Petition Date, the fees and expenses incurred by WG&M
and debited against the amounts advanced to it by the Debtor
approximated US$376,054.  The precise amount will be determined
upon the final recording of all time and expense charges.
Accordingly, as of the Petition Date, WG&M had a remaining
credit balance in favor of the Debtor in the approximate amount
of US$23,946 for additional professional services performed and
to be performed and expenses incurred and to be incurred in
connection with the Chapter 11 case.  After application of
amounts for payment of any additional prepetition professional
services and related expenses, the excess advance amount will be
held by WG&M for application to and payment of postpetition fees
and expenses that are allowed by the Court.

Harvey R. Miller, Esq., a partner at WG&M, assures the Court
that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                     About Sharper Image Corp.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble,
Carlyle, Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.  When the Debtor filed
for bankruptcy, it listed total assets of US$251,500,000 and
total debts of US$199,000,000.

(Sharper Image Bankruptcy News Issue No. 5, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHARPER IMAGE: Wants to Employ Womble Carlyle as Co-Counsel
-----------------------------------------------------------
Sharper Image Corp. seeks the authority of the United States
Bankruptcy Court for the District of Delaware to employ Womble
Carlyle Sandridge & Rice, PLLC as its counsel, effective as of
Feb. 19, 2008.

Rebecca L. Roedell, executive vice president and chief financial
officer of Sharper Image, states that the Debtor selected Womble
Carlyle because of its extensive experience and knowledge of
bankruptcy matters and the Court's Local Rules and practices.

Ms. Roedell relates that the Debtor is seeking to retain Womble
Carlyle to serve as co-counsel with Weil, Gotshal & Manges LLP
in connection with the Debtor's Chapter 11 case.  In order to
avoid any duplication of efforts, Womble Carlyle and WG&M have
discussed each firm's responsibilities in connection with
representation of the Debtor, Ms. Roedell adds.

Moreover, to the extent that any conflicts arise that impair
WG&M's ability to act as counsel to the Debtor on a given
matter, the Debtor may call upon Womble Carlyle to act as
special conflicts counsel.

As co-counsel to the Debtor, Womble Carlyle will:

    * provide legal advice regarding the rules and practices of
      the Court applicable to the Debtor's powers and duties as a
      debtor-in-possession under the Bankruptcy Code;

    * take all necessary or appropriate actions to protect and
      preserve the Debtor's estate, including the prosecution of
      actions on the Debtor's behalf, the defense of any actions
      commenced against the Debtor, the negotiation of disputes
      in which the Debtor is involved, and the preparation of
      objections to claims filed against the Debtor's estate;

    * prepare on behalf of the Debtor, all necessary or
      appropriate motions, applications, answers, orders,
      reports, and other papers in connection with the
      administration of the Debtor's estate;

    * negotiate and prepare on behalf of the Debtor, any Plan of
      Reorganization and all related documents; and

    * perform all other necessary legal services in the
      Chapter 11 case.

In exchange for the contemplated legal services, Womble Carlyle
will be paid based on its applicable hourly rates:

        Professional              Hourly Rate
        ------------              -----------
        Attorney               US$120 to US$750
        Paraprofessionals       US$30 to US$450

Steven K. Kortanek, Esq., a member of Womble Carlyle whose
current hourly rate is US$450, will be primary responsibility
for providing legal services to the Debtor.  Womble Carlyle
paraprofessionals and legal assistants will provide additional
supporting legal services on behalf of and as directed by the
Debtor and WG&M.

Ms. Roedell states that Womble Carlyle received a US$40,000
retainer from the Debtor as security for payment of the firm's
fees and expenses for professional services to be performed
relating to the preparation for and prosecution of the Chapter
11 case.

Prior to the Petition Date, Womble Carlyle incurred a total of
US$19,341 in fees and expenses which was paid prepetition from
the Retainer.  As to the Petition Date Retainer balance, Womble
Carlyle's retention terms with the Debtor provide for
maintaining the Retainer on an "evergreen" basis, which would
not be applied to postpetition fees and expenses of the firm
until the conclusion of the firm's engagement.

Steven K. Kortanek, Esq., a partner at Womble Carlyle, assures
the Court that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

                   About Sharper Image Corp.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble,
Carlyle, Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.  When the Debtor filed
for bankruptcy, it listed total assets of US$251,500,000 and
total debts of US$199,000,000.

(Sharper Image Bankruptcy News Issue No. 5, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHARPER IMAGE: Director Steven A. Lightman Resigns
--------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, James M. Sander, senior vice president and
general counsel of Sharper Image Corp., reports that Steven A.
Lightman, a member of the board of directors of Sharper Image,
informed them on February 28, 2008, that he is resigning from
the board, effective immediately.

Mr. Sander relates that Mr. Lightman's resignation is not the
result of a disagreement with the Company on any matter relating
to the Company's operations, policies or practices.

                     About Sharper Image Corp.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble,
Carlyle, Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.  When the Debtor filed
for bankruptcy, it listed total assets of US$251,500,000 and
total debts of US$199,000,000.

(Sharper Image Bankruptcy News Issue No. 5, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


USG CORP: Completes Payment to Asbestos Personal Injury Trust
-------------------------------------------------------------
USG Corporation states that it has no further payment
obligations to a trust created and funded under Section 524(g)
of the U.S. Bankruptcy Code for the payment of all of the
present and future asbestos personal injury liabilities of the
company and its debtor-affiliates.

The Company's plan of reorganization confirmed in 2006 resolved
the Debtors' liability for all present and future asbestos
personal injury and related claims, according to the Company's
annual report filed with the U.S. Securities and Exchange
Commission on Feb. 15, 2008.

Under the Plan, the Company created and funded the trust. In
2006, the Company made payments totaling US$3.95 billion to the
asbestos personal injury trust.

The asbestos personal injury trust is administered by
independent trustees appointed under the Plan.  The Asbestos
Trust will pay qualifying asbestos personal injury and related
claims against the Debtors pursuant to trust distribution
procedures that are part of the confirmed Plan.

A key component of the Company's Plan is the channeling
injunction which provides that all present and future
asbestos personal injury claims against the debtors must be
brought against the trust and no one may bring such a claim
against the Debtors.

This channeling injunction applies to all present and future
asbestos personal injury claims for which any Debtor is alleged
to be liable, including any asbestos personal injury claims
against U.S. Gypsum, L&W Supply or Beadex, as well as any
asbestos personal injury claims against the Debtors relating to
A.P. Green Refractories Co., which was formerly one of the
Company's subsidiaries.

The Company's Plan and the channeling injunction do not apply to
any of its non-U.S. subsidiaries, any companies it acquired
during its reorganization proceedings, or any companies that it
acquired or may acquire after its emergence from reorganization.

(USG Bankruptcy News, Issue No. 141; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/
-- through its subsidiaries, manufactures and distributes
building materials producing a wide range of products for use in
new residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.  The company has manufacturing and distribution
facilities in Argentina, Aruba, Bahamas, Barbados, Belize,
Bermuda, Bolivia, Brazil, Cayman Islands, Chile, Colombia, Costa
Rica, Curacao, Dominican Republic, Ecuador, El Salvador,
Guatemala, Haiti, Honduras, Jamaica, Mexico,  Nicaragua, Panama,
Paraguay, Peru, Puerto Rico, Suriname, Trinidad, Uruguay and
Venezuela.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they listed US$3,252,000,000 in
assets and US$2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

                      *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 29, 2008, Moody's Investors Service downgraded the debt
ratings of USG to Ba2 reflecting the ongoing pressure on the
company's financial performance caused by the sharp contraction
in the new home construction market.  At the same time a
corporate family rating of Ba2 and a speculative grade rating of
SGL-2 were assigned.  The ratings outlook is negative.

As reported by the TCR on Feb. 1, 2008, USG reported fourth
quarter 2007 net sales of US$1.2 billion and a net loss of
US$28 million.


USG CORP: Pays US$40 Mln in Property Damage Settlements in 2007
---------------------------------------------------------------
USG Corporation made total payments of about US$40,000,000 in
2007 for asbestos property damage settlements, according to the
Company's annual report filed with the U.S. Securities and
Exchange Commission on Feb. 15, 2008.

Asbestos property damage claims against the company were not
part of the Asbestos Trust or the channeling injunction.  The
Company's Plan of Reorganization provided that all settled or
otherwise resolved asbestos property damage claims that were
timely filed in its reorganization proceedings would be paid in
full.

During the Company's reorganization proceedings, the Court
established a deadline for filing asbestos property damage
claims against the Debtors.  About 1,400 asbestos property
damage claims were timely filed.  More than 950 of those claims
were disallowed or withdrawn.

In 2006 and 2007, the Company reached agreements to settle all
of the open asbestos property damage claims filed in its
reorganization proceedings.

In 2006, the Company made total payments of about US$99,000,000
for certain of those settlements.  Based on its evaluation of
the asbestos property damage settlements, the Company reversed
US$44,000,000 of its reserve for asbestos-related claims in
2006.

The current estimate of the cost of the one remaining asbestos
property damage settlement that has not yet been paid, and
associated legal fees, is about US$8,000,000 and is included in
accrued expenses and other liabilities on the consolidated
balance sheet as of Dec. 31, 2007.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/
-- through its subsidiaries, manufactures and distributes
building materials producing a wide range of products for use in
new residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.  The company has manufacturing and distribution
facilities in Argentina, Aruba, Bahamas, Barbados, Belize,
Bermuda, Bolivia, Brazil, Cayman Islands, Chile, Colombia, Costa
Rica, Curacao, Dominican Republic, Ecuador, El Salvador,
Guatemala, Haiti, Honduras, Jamaica, Mexico,  Nicaragua, Panama,
Paraguay, Peru, Puerto Rico, Suriname, Trinidad, Uruguay and
Venezuela.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they listed US$3,252,000,000 in
assets and US$2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.  (USG Bankruptcy News,
Issue No. 141; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                      *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 29, 2008, Moody's Investors Service downgraded the debt
ratings of USG to Ba2 reflecting the ongoing pressure on the
company's financial performance caused by the sharp contraction
in the new home construction market.  At the same time a
corporate family rating of Ba2 and a speculative grade rating of
SGL-2 were assigned.  The ratings outlook is negative.

As reported by the TCR on Feb. 1, 2008, USG reported fourth
quarter 2007 net sales of US$1.2 billion and a net loss of
US$28 million.


* Fitch Publishes 2008 Mexican RMBS Performance & Outlook Report
----------------------------------------------------------------
Fitch Ratings released a special report titled "Mexican RMBS
Performance and Outlook for 2008".  The report presents an
overview of the 2007 residential mortgage-backed securities
(RMBS) market in Mexico, Fitch's 2008 sector outlook, as well as
a detailed performance analysis of the transactions currently
rated by Fitch.

During the second half of 2007, investors scrutinized the
Mexican mortgage and RMBS market, questioning the isolation of
the Mexican mortgage market from the United States subprime
crisis.  In September, Fitch performed a review of its current
portfolio and affirmed 27 series of notes, and in general
delinquency and prepayment levels have been in line with Fitch's
initial expectations.  "Fitch concluded that many of the factors
leading to the destabilization of the U.S. RMBS market are not
present in either the Mexican mortgage market or securitized
mortgage pools," said Fitch's Latin America Structured Finance
Group Senior Director, Matias Acevedo.

For example, adjustable-rate loans and general arm products have
not yet been securitized in Mexico; origination policies and the
underlying borrower's credit metrics are relatively standard,
particularly given the fact that the Sociedad Hipotecaria
Federal reunderwrites all loans; and mortgage brokers and other
credit shortcuts do not exist, which helps to avoid the
disalignment of interests between market participants.
Additionally, there is a large housing deficit in Mexico, while
a strong demand profile mitigates the risk of market value
declines.

Nevertheless, the local market was not immune to the subprime
crisis unfolding in the United States.  During the second half
of the third quarter 2007, crisis repercussions caused a
constraint on liquidity with just one RMBS transaction closed.
Although issuance rebounded in the fourth quarter in Mexico,
local investors have been pulling back from this sector,
monoline activity has ceased and Fitch expects a further
repricing of risk during 2008.

Going forward in 2008, in an effort to improve surveillance on
RMBS transactions in Mexico, Fitch will introduce quarterly
newsletters that will provide investors with a detailed and
periodic analysis on market developments and performance on
Fitch-rated transactions.



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


AEROMED SERVICES: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Aeromed Services Corp. filed with the U.S. Bankruptcy Court for
the District of Puerto Rico, its schedules of assets and
liabilities, disclosing:

      Name of Schedule               Assets       Liabilities
      ----------------             -----------    -----------
   A. Real Property                $135,000.00
   B. Personal Property           2,504,407.12
   C. Property Claimed as
      Exempt
   D. Creditors Holding
      Secured Claims                                 $78,780.50
   E. Creditors Holding
      Unsecured Priority
      Claims                                          11,648.70
   F. Creditors Holding
      Unsecured Non-priority
      Claims                                       3,756,833.25
                                   -----------     ------------
      TOTAL                       $2,639,407.12   $3,847,262.45

                  About Aeromed Services Corp.

Headquartered in San Juan, Puerto Rico -- Aeromed Services Corp.
-- http://www.aeromedems.com/-- offers ambulance services.  The
company filed for protection on Jan. 31, 2008 (Bankr. D. P.R.
Case No. 08-00518).  Alexis Fuentes Hernandez, Esq. represents
the Debtor in its restructuring efforts.  When the company filed
for protection against it creditors, it listed US$1 million to
US$100 million in assets and US$1 million to US$100 million in
debts.


R&G FINANCIAL: Gets Regulatory Approval to Pay March Dividends
--------------------------------------------------------------
R&G Financial Corporation has received regulatory permission to
make dividend payments for March on its four outstanding series
of preferred stock and distributions for March on its trust
preferred securities issues.

Regulatory approvals are necessary as a result of the company's
previously announced agreements with the Board of Governors of
the Federal Reserve System, the Federal Deposit Insurance
Corporation and Commissioner of Financial Institutions of the
Commonwealth of Puerto Rico.  The permission granted by the
Federal Reserve was conditioned upon the financial support
provided by R&G Financial director and former Chairperson and
Chief Executive Officer, Victor Galan, through his purchase of
US$5.2 million of delinquent loans, which will assist in the
funding of the company's March dividend payments.  Based upon
these events, the company believes it is very uncertain that
future dividends and distributions will be approved absent
material improvements to the company's liquidity, capital and
cash flows.  While it is possible that approval may be obtained
and the company is taking steps to apply for further approvals,
the company currently expects that the payment of dividends and
distributions on its outstanding preferred stock or its trust
preferred securities is unlikely in the foreseeable future.

As of Feb. 29, 2008, the company and its Puerto Rico bank
subsidiary, R-G Premier Bank of Puerto Rico, maintained capital
ratios that comply with the numerical requirements for "well
capitalized" status within the meaning of the federal bank
regulations.

Headquartered in San Juan, Puerto Rico, R&G Financial Corp.
(PNK: RGFC.PK) -- http://www.rgonline.com/-- is a financial
holding company with operations in Puerto Rico and the United
States, providing banking, mortgage banking, investments,
consumer finance and insurance through its wholly owned
subsidiaries, R-G Premier Bank, R-G Crown Bank, R&G Mortgage
Corporation, Puerto Rico's second largest mortgage banker, R-G
Investments Corporation, the company's Puerto Rico broker-
dealer, and R-G Insurance Corporation, its Puerto Rico insurance
agency.  The company operates 37 bank branches in Puerto Rico,
36 bank branches in the Orlando, Tampa/St. Petersburg and
Jacksonville, Florida and Augusta, Georgia markets, and 44
mortgage offices in Puerto Rico, including 36 facilities located
within R-G Premier Bank's banking branches.

                          *     *     *

As of September 2007, R&G Financial carried Fitch Ratings' CCC
long-term issuer default rating.


UNIVISION COMMS: Sells Recording and Publishing Business to UMG
---------------------------------------------------------------
On Feb. 27, 2008, Univision Communications Inc. entered into a
purchase agreement with UMG Recordings Inc. for the sale of
Univision’s music recording and publishing businesses.

The total consideration due to Univision under the purchase
agreement is US$153 million, including approximately US$13
million for working capital, payable in cash:

    (i) approximately US$113 million upon the closing,

   (ii) US$11.5 million upon the first anniversary of the
        closing,

  (iii) US$12.5 million upon the second anniversary of the
        closing,

   (iv) US$6 million upon the third anniversary of the closing,
        and

   (v) US$10 million upon the fourth anniversary of the closing,
       subject to purchase price adjustments.

Univision is expected to incur fees and certain obligations of
approximately US$10 million in connection with the transaction.

Under the purchase agreement, Univision committed to provide
both preemptible and non-preemptible advertising support through
broadcast commercials that will be aired on the Univision and
Telefutura Networks, and Univision’s owned and operated
television stations, for the Universal Music Group and its Latin
artists over the five year period following the closing.  The
total consideration includes amounts payable to Univision for
such advertising support.

Univision is required to indemnify Universal from and against
losses it may incur arising out of breaches by Univision of
representations, warranties and covenants set forth in the
purchase agreement, subject to certain limitations as set forth
in the purchase agreement.  Between the date of the purchase
agreement and the closing, Univision has to operate the music
business in all material respects, in the ordinary course
consistent with past practice and may not take certain actions,
as specified in the purchase agreement, without Universal’s
prior consent.

Consummation of the transaction is conditioned upon the
expiration or termination of any waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
the Mexican Federal Competition Law, and there must not have
been a Material Adverse Effect since Sept. 30, 2007.  Univision
expects the transaction to close in the second quarter of 2008.

Univision intends to use approximately US$113 million in gross
proceeds from the sale of its music recording and publishing
businesses together with the proceeds from the sale of certain
non-core television and radio stations, investments and real
estate, and may potentially use borrowings under its bank senior
secured revolving credit facility, to pay down its US$500
million bank second-lien asset sale bridge loan due March 29,
2009.

                    About Univision Communications

Headquartered in Los Angeles, California, Univision
Communications -- http://www.univision.com-- owns and operates
more than 60 TV stations in the US and Puerto Rico offering a
variety of news, sports, and entertainment programming.  Its
Univision Network, which is also carried by more than 1,700
cable affiliates, reaches about 99% of US Hispanic households.
The company also operates a smaller broadcast network,
TeleFutura, and cable network Galavisión, while its Univision
Radio division boasts about 70 stations.  Founded in 1961 as
Spanish International Network, Univision was acquired in 2007 by
a group of private investment firms led by TPG Capital and
Thomas H. Lee Partners.

                      *     *     *

The proceeds expected to be received for the music assets are
lower than Fitch's initial expectations.  Fitch currently
expects the company can generate an additional approximately
US$175 million in gross proceeds from the sale of assets that
produce little or no cash flow.  As such, Fitch does expect
there to be a shortfall between proceeds from the initial non-
cash-flow producing asset sales and the second-lien loan.  Fitch
believes the company has smaller-market cash-flow producing
stations that are non-core assets which could be divested to
take care of any remaining shortfall of the second-lien loan,
including its radio stations in the San Diego and Las Vegas
markets.  Also, the company had US$123 million in cash on its
balance sheet at Sept. 30, 2007.  Fitch would expect year-end
cash balances to be disclosed on this week's earnings release
and/or conference call.

These combined sources should partially mitigate the total
amount that the company may need from its credit facility.
Fitch notes that the credit facility does have a MAC clause
prior to each borrowing.  The company also has a near-term
US$200 million 2008 maturity that is expected to be covered by a
committed delay-draw facility which also has a MAC clause.
Beyond these maturities, the company does not have another
significant maturity until US$500 million due July 2011.

Assuming the PIK option is used, Fitch estimates cash interest
coverage to be below 1.5 times which is lower than Fitch's
initial expectations and weak for Fitch 'B' IDR rating.  This is
balanced by Fitch's continued expectations for strong growth
over the intermediate term.  Fitch will continue to monitor the
company's quarterly results, including this week's release, and
any impact the softening economic environment may have on
expected future cash flows.  Given the high leverage, any
meaningful variances from Fitch expectations of the next 18
months including maturities, could result in negative rating
action or outlook revisions.



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

CA LA ELECTRICIDAD: Unit Launches Purchase Offer of 10.25% Notes
----------------------------------------------------------------
C.A. La Electricidad de Caracas' wholly owned subsidiary,
Electricidad de Caracas Finance B.V., has commenced an offer to
purchase for cash any and all of the company's 10.25% senior
guaranteed notes Due 2014.  Approximately US$260 million in
aggregate principal amount of notes are currently outstanding.
Concurrently with the Offer, the company is soliciting consents
to certain proposed amendments to the indenture governing the
Notes that would eliminate substantially all the restrictive
covenants contained in the indenture and the notes and, as a
result of such amendments, thereby eliminate certain events of
default and would modify other related provisions of the
indenture.  Adoption of the proposed amendments requires the
delivery of consents from holders of notes constituting a
majority in aggregate principal amount of the notes outstanding,
other than notes owned by CA La Electricidad or its affiliates
(requisite consents).  The terms and conditions of the Offer and
consent solicitation are set forth in an offer to purchase and
Consent Solicitation Statement dated March 7, 2008.

The offer will expire at midnight, New York City time, on
April 8, 2008, unless extended or earlier terminated by the
company at its sole discretion.  Holders of the notes must
tender, and not withdraw, their notes and deliver their consents
on or prior to 5:00 p.m., New York City time, on March 24, 2008,
unless extended or earlier terminated by the company in its sole
discretion to be eligible to receive the Total Consideration.
Holders of the Notes must tender their notes and deliver their
consents on or prior to the Expiration Date to be eligible to
receive the Tender Offer Consideration.  Validly tendered notes
may be withdrawn and consents revoked until 5:00 p.m., New York
City time, on March 24, 2008.

The total consideration for each US$1,000 principal amount of
notes validly tendered and accepted for payment pursuant to the
offer will be an amount equal to (i) the present value on the
Settlement Date of US$1,051.25 per US$1,000 principal amount of
the notes (the redemption price payable for the notes on
Oct. 15, 2009, the first date on which the Notes are redeemable
at a fixed redemption price (Earliest Redemption Date) and the
present value of all scheduled interest payments on the notes
from the Settlement Date up to and including the Earliest
Redemption Date, calculated based on the assumption that the
notes will be redeemed in full on the Oct. 15, 2009, discounted
on the basis of a yield to the Earliest Redemption Date equal to
the sum of (a) the yield to maturity on the 33/8% United States
Treasury Note due Oct. 15, 2009 (Reference Security), as
calculated by the Dealer Manager, in accordance with standard
market practice, based on the bid side price for such Reference
Security as of 2:00 p.m., New York City time, on the second
business day immediately preceding the Expiration Date, as
displayed on the Bloomberg Government Pricing Monitor on Page
"PX4" or any recognized quotation source selected by the Dealer
Manager in its sole discretion if the Bloomberg Government
Pricing Monitor is unavailable or is manifestly erroneous, plus
(b) 50 basis points, minus (ii) accrued and unpaid interest from
the latest  payment date to, but not including, the Settlement
Date, plus (iii) US$20 per US$1,000 principal amount of the
notes (Early Consent Payment), being rounded to the nearest cent
per US$1,000 principal amount of the notes.  The Total
Consideration minus the Early Consent Payment is referred to
herein as the "Tender Offer Consideration."

Holders whose Notes are tendered and accepted for payment by the
company pursuant to the offer will be paid accrued and unpaid
interest on such notes from the most recent payment of interest
preceding the Settlement Date to, but not including, the
Settlement Date.  The "Settlement Date" is the date on which the
company will pay to holders who have validly tendered their
Notes the Total Consideration or the Tender Offer Consideration,
as applicable.  Payments with respect to the Offer will be made
promptly following the Expiration Date.

Holders who tender their notes in the offer, by tendering such
notes, will have consented to the proposed amendments.  A holder
may not consent to the proposed amendments without tendering its
notes, and may not tender notes without having consented to the
proposed amendments.  A holder may not revoke its consent unless
such holder validly withdraws its previously tendered notes
prior to the Withdrawal Date.

The company's obligation to accept for purchase and to pay the
Total Consideration or Tender Offer Consideration, as
applicable, for each of the notes validly tendered in the tender
offer is subject to, and conditioned upon, the satisfaction or
waiver of the following: (i) the receipt of the requisite
consents and the execution of amendments to the indenture and
each of the other related transaction documents implementing the
proposed amendments; (ii) the issuance and receipt of funds from
a new issuance of debt securities in transactions exempt from
registration under the United States Securities Act of 1933, as
amended, or receipt of funds from other financing sources, in an
amount sufficient to fund the purchase of any and all validly
tendered and not withdrawn notes accepted for purchase in
accordance with the terms of the offer to purchase and all
related fees and expenses; and (iii) certain other customary
conditions set forth in the offer to purchase.

The company, however, may accept tenders and pay the Total
Consideration or Tender Offer Consideration, as applicable, even
if it does not receive the requisite consents.

The company reserves the right to extend, amend or terminate the
Offer and Consent Solicitation at any time.

The company has retained ABN AMRO Bank N.V. to serve as the
Dealer Manager for the offer and the consent solicitation.
Questions concerning the terms of the offer may be directed to:

            ABN AMRO Bank N.V.
            Tel. Number: 1-212-409-7530.

Copies of the Offer to Purchase may be obtained by calling the
information agent:

            D.F. King & Co., Inc.,
            Tel. Number: 1-800-829-6551 (toll-free) or
                 1-212-269-5550 (banks and brokerage firms).

Headquartered in Caracas, Venezuela, CA La Electricidad De
Caracas is a subsidiary of AES Corporation and is engaged in
providing electricity services.  The company operates in
Caracas, Guarenas, Guatire in Miranda State and San Felipe in
Yaracuy State.  As of May 11, 2007, CA La Electricidad de
Caracas is a subsidiary of Petroleos de Venezuela, S.A.


PETROLEOS DE VENEZUELA: Unit Hikes Crude Oil Production by 17.6%
----------------------------------------------------------------
Petroleos de Venezuela SA's Petromonagas JV has produced 113,500
barrels per day of upgraded crude.

The Calgary Herald relates that Petromonagas was formally known
as Cerro Negro.  It was confiscated from Exxon Mobil Corp. and
is now operated by Petroleos de Venezuela SA in a venture with
BP Plc.  The Calgary Herald notes that Petromonagas can produce
about 120,000 barrels per day.

According to Business News Americas, Petromonagas production
increased 17.6% to about 5.3 million barrels of upgraded crude
in January and February 2008 -- an average of over 88,000
barrels per day -- from 4.5 million barrels in the same months
of 2007, due to the nationalization of the joint venture.

Petroleos de Venezuela told BNamericas that Petromonagas has
seen increased commercialization of coke.  Petromonagas has sold
since its nationalization about 179,860 tons of the upgrading
byproduct to Turkey, Holland and Spain for power generation
purposes, BNamericas says, citing Petroleos de Venezuela.

Petromonagas sold some 6,850 tons of sulfur to Brazil,
BNamericas states.

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

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.



===========
X X X X X X
===========

* Large Companies with Insolvent Balance Sheet
----------------------------------------------

                                       Total
                                    Shareholders    Total
                                       Equity      Assets
   Company               Ticker        (US$MM)     (US$MM)
   -------                ------    ------------   -------
Arthur Lange             ARLA3       (23.61)        52.76
Kuala                    ARTE3       (33.57)        11.86
Bombril                  BOBR3      (472.88)       413.81
Caf Brasilia             CAFE3      (876.27)        42.83
Chiarelli SA             CCHI3       (63.93)        50.64
Ceper-Inv                CEP          (7.77)       120.08
Ceper-B                  CEP/B        (7.77)       120.08
Telefonica Hldg          CITI     (1,481.31)       307.89
Telefonica Hldg          CITI5    (1,481.31)       307.89
SOC Comercial PL         COME       (793.61)       439.83
Marambaia                CTPC3        (1.38)        79.73
DTCOM-DIR To Co          DTCY3       (14.16)         9.24
Aco Altona               ESTR        (49.52)       113.90
Estrela SA               ESTR3       (62.09)       118.58
Bombril Holding          FPXE3    (1,064.31)        41.97
Fabrica Renaux           FTRX3        (5.55)       136.60
Cimob Partic SA          GAFP3       (63.56)        94.60
Gazola                   GAZ03       (43.13)        22.28
Haga                     HAGA3      (114.40)        17.96
Hercules                 HETA3      (240.65)        37.34
Doc Imbituba             IMB13       (20.49)       209.80
IMPSAT Fiber Networks    IMPTQ       (17.16)       535.01
Minupar                  MNPR3       (39.46)       154.47
Nova America SA          NOVA3      (300.97)        41.80
Recrusul                 RCSL3       (59.33)        25.19
Telebras-CM RCPT         RCTB30     (149.58)       236.49
Rimet                    REEM3      (219.34)        93.47
Schlosser                SCL03       (75.19)        47.05
Semp Toshiba SA          SEMP3        (4.68)       153.68
Tecel S Jose             SJ0S3       (13.24)        71.56
Sansuy                   SNSY3       (67.08)       201.64
Teka                     TEKA3      (331.28)       536.33
Telebras SA              TELB3      (149.58)       236.49
Telebras-CM RCPT         TELE31     (149.58)       236.49
Telebras SA              TLBRON     (148.58)       236.49
TECTOY                   TOYB3        (3.79)        38.65
TEC TOY SA-PREF          TOYB5        (3.79)        38.65
TEC TOY SA-PF B          TOYB6        (3.79)        38.65
TECTOY SA                TOYBON       (3.79)        38.65
Texteis Renaux           TXRX3      (103.01)        76.93
Varig SA                 VAGV3    (8,194.58)     2,169.10
FER C Atlant             VSPT3      (104.65)     1,975.79
Wiest                    WISA3      (140.97)        71.37




                             ***********


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.  Sheryl Joy P. Olano, Rizande delos Santos,
Pamella Ritah K. Jala, Tara Eliza Tecarro, Frauline S. Abangan,
and Peter A. Chapman, Editors.

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

This material is copyrighted and any commercial use, resale or
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members of the same firm for the term of the initial
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                 * * * End of Transmission * * *