TCRLA_Public/080402.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

            Wednesday, April 2, 2008, Vol. 9, No. 65

                            Headlines


A R G E N T I N A

ALITALIA SPA: Air France Refuses to Trim Planned Job Cuts
ALITALIA: Italian Unions Reject Air France-KLM's New Offer
CLINICA PRIVADA: Proofs of Claim Verification is Until May 5
CREDITO IMPERIAL: Trustee to File Individual Reports on June 25
LIWIN SA: Files for Reorganization in Buenos Aires Court

MOLISE SA: Proofs of Claim Verification Deadline is June 24
RED HAT: Revenue Growth Cues S&P's Rating Upgrade to 'BB-'
RUTLIN SA: Files for Reorganization in Buenos Aires Court
SUPERVIELLE BANEX: Moody's Junks Subordinated Certificate Rating


A R U B A

VALERO ENERGY: Deutsche Bank Upgrades Firm's Shares to 'Buy'


B E R M U D A

FOSTER WHEELER: Unit Bags Entergy Steam Generator Contract
MAKENA LTD: Liquidators to Seek Release
NORTON RE: Proofs of Claim Filing Deadline is April 11
NORTON RE: Sets Final Shareholders Meeting for May 5
PEREGRINE INVESTMENTS: Proofs of Claim Filing is Until April 7

SECURITY CAPITAL: S&P Lowers Preference Shares Rtng. to D From C
SUNRISE CAPITAL: Proofs of Claim Filing Deadline is April 4


B R A Z I L

BANCO BRADESCO: Regulator Okays BMC's Transfer of Unit to Bank
BANCO NACIONAL: Grants US$270 Million Loan for Montegrande Dam
BRASIL TELECOM: Denies Successful Closure of Tele Norte Talks
BRASKEM SA: To Invest BRL334MM for Copesul Maintenance & Upgrade
BRASKEM SA: Will Pay BRL278 Million in Dividends to Shareholders

COMPANHIA DE SANEAMENTO: 2007 Net Income Grows to BRL1.05 Mln.
INDEPENDENCIA SA: Moody's Reviews B3 Ratings for Likely Upgrade
NOVELIS INC: S&P Changes Outlook to Stable; Confirms 'BB-' Rtng.
REALOGY CORP: Low EBITDA Cues S&P to Revise Outlook to Negative
TAM SA: Reports BRL49.8 Mln. Net Income in Fourth Quarter 2007

TELE NORTE: Denies Successful Closure in Brasil Telecom Talks


C A Y M A N  I S L A N D S

ALPHA VISION: Sets Final Shareholders Meeting for April 4
ALPHA VISION CAPITAL: Final Shareholders Meeting is on April 4
CC CAYCO: Proofs of Claim Filing Deadline is April 4
CLOUDVIEW OFFSHORE: Sets Final Shareholders Meeting for April 3
COREL CORP: Cayman-Based Firm Bid Prompts S&P's Negative Watch

CRESCENT AIR: Proofs of Claim Filing Deadline is April 3
EAST LANE: S&P Puts BB Sr. Debt Rating on US$75MM Variable Notes
FDVG BALANCED: Proofs of Claim Filing Deadline is April 3
LASALLE STRATEGIC: Proofs of Claim Filing Deadline is April 4
NGF LTD: Proofs of Claim Filing is Until April 3

SAPIC-98 REFERENCE: Proofs of Claim Filing Deadline is April 3
THE DRAKE GLOBAL: Proofs of Claim Filing is Until April 4


C H I L E

AES GENER: Inks Contract With Escondida for Electricity Plant
GRUPO POSADAS: Tender Offer for 8-3/4% Sr. Notes to Expire


C O L O M B I A

BANCOLOMBIA: Supreme Court Suspends Superior Court's Ruling
BANCOLOMBIA: Unit Eyes Up to 33 Transactions This Year


D O M I N I C A N   R E P U B L I C

FLOWSERVE: S&P Changes Outlook to Positive; Holds BB- Rating


E C U A D O R

PETROECUADOR: Seeking Bids for Oriente & Napo Crude


H A I T I

DYNCORP INT'L: Expands US Training Contract to Haiti & Liberia


M E X I C O

AMERICAN AXLE: Likely to Outsource Work if Union Talks Fail
ASARCO LLC: Bankruptcy Court OKs Chapter 11 Interim Procedures
CLEAR CHANNEL: Trial on Financing of Merger Set for April 8
DEUTSCHE: Moody's Puts Ba2 Rating on Class B Loan Certificates
INTERNATIONAL RECTIFIER: NYSE Grants 3-Month Listing Extension  

MERISANT COMPANY: Moody's Rates US$245 Million Loans at B3
PROPEX INC: Wants to Implement Employee Incentive Plan
PROPEX INC: Court Approves Navigant Capital as Financial Advisor


P E R U

GRAN TIERRA: Nadine Smith Resigns From Board; Names Audit Chair
QUEBECOR WORLD: Wants to Employ Three Real Estate Consultants


P U E R T O  R I C O

SIMMONS CO: Earns US$6 Million in Fourth Quarter Ended Dec. 29


T R I N I D A D  &  T O B A G O

HILTON HOTELS: Tobago Unit to Undergo US$45-Million Repair


U R U G U A Y


PERNOD RICARD: To Acquire Vin & Spirit for EUR5.6 Billion
PERNOD RICARD: S&P Revises Outlook on Vin & Spirits Acquisition


V E N E Z U E L A

PETROLEOS DE VENEZUELA: Will Close Some Gas Stations


X X X X X X

* S&P Says Carribbean Political Changes May Affect Ratings


                         - - - - -


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

ALITALIA SPA: Air France Refuses to Trim Planned Job Cuts
---------------------------------------------------------
Air France-KLM SA reiterated its planned 2,100 job cuts at
Alitalia S.p.A. in its revised proposal submitted to the Italian
carrier's unions, various reports say.

According to Bloomberg News, Air France maintained plans to cut
1,600 jobs in Alitalia Fly and 500 more in Alitalia Servizi.  

Air France, BBC reports, also maintained plans to:

    * ground some flights;

    * close Alitalia's cargo unit by 2010; and

    * terminate contract out of ground handling and aircraft
      maintenance.

The French carrier, however, proposed new measures, which it
said would offer affected employees greater benefits, BBC News
reports.  Under the revised proposal, Air France will grant
Alitalia's employees more early retirement benefits or transers
to other positions or duties.

Eight of Alitalia's unions -- FILT CGIL, FIT CISL, Uiltrasporti,
UGL Trasporti, SDL inter-category, Union Piloti, ANPAV, and Avia
-- described the revised as "unacceptable," Bloomberg News
reports.

In a statement published by Agenzia Giornalitica Italia, the
unions said Air France "re-proposes in substance and in format
what was already shown to unions in the meeting of March 25, for
which reason the evaluation that the proposal was insufficient,
already made at that time, is re-confirmed by us."

As recently reported in the TCR-Europe, Alitalia and the present
government have accepted Air France-KLM SA's binding offer,
subject to several conditions including union approval.  Air
France, so far, has yet to convince the unions to accept its
business plan, which foresees 2,100 job cuts.

Air France had set a March 31, 2008, deadline for an agreement.

The effectiveness conditions for Air France's offer include:

    * formal approval of the Industrial Plan 2008-2010 by
      Alitalia’s Board of Directors;

    * formal agreement in a manner satisfactory for
      Air France-KLM between Alitalia and the trade unions
      representing the majority of each category of Alitalia’s
      employees, regarding the implementation of the Industrial
      Plan, the rules of employment, the plan related to the
      social shock absorbers and the contemplated transaction;

    * formal agreement in a manner satisfactory for
      Air France-KLM between Alitalia and the trade unions of
      Alitalia Servizi representing the majority of each
      category of Alitalia Servizi’s employees on the necessary
      restructuring measures and the related shock absorbers
      plan;

    * Italy's Ministry of Economy and Finance to grant Alitalia
      a credit line, or the necessary guarantees to obtain a
      credit line in favor of Alitalia of EUR300 million to be
      repaid immediately after the capital increase;

    * formal agreement between Alitalia and Aeroporti di Roma on
      the Rome Fiumicino Airport and on the service levels
      required for the implementation of the Industrial Plan
      2008-2010;

    * with respect to the claim brought on by SEA against
      Alitalia to the tribunal of Busto Arsizio, either:

      -- the official withdrawal from the claim;

      -- its settlement in a manner satisfactory to Air France;

      -- the granting by the MEF to Alitalia of appropriate
         indemnification commitments, in case necessary by
         enacting an appropriate law decree, or any other
         applicable solution satisfactory to Air France-KLM to
         definitely remove the risk attached to the claim;

    * formal agreement between Alitalia, Fintecna and Alitalia
      Servizi, for what concerns the interest of each party,
      among other things, to re-internalize in Alitalia certain
      activities and to renegotiate certain clauses of the
      service agreements;

    * formal written confirmation from the MEF that the general
      interests are properly safeguarded in the context of the
      contemplated transaction and it shall, subject to
      certain conditions, tender its Alitalia shares and
      Alitalia convertible bonds in the tender offers;

    * formal written undertaking from the competent Italian
      governmental authority to maintain the current portfolio
      of the current Alitalia’s air traffic rights, continue to
      address in a fair, transparent and non discriminatory
      manner any future requests form Alitalia for new air
      traffic rights, and provide cooperation and assistance in
      the case of any major difficulties with extra-European
      Community countries.

                          About Alitalia

Headquartered in Rome, Italy, Alitalia S.p.A. --
http://www.alitalia.it/-- provides air travel services for
passengers and air transport of cargo on national, international
and inter-continental routes.  The Italian government owns 49.9%
of Alitalia.  The company has operations in Argentina.

Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million
in 2000 and 2001 respectively.  Alitalia posted EUR93 million in
net profits in 2002 after a EUR1.4 billion capital injection.
The carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, and
EUR625.6 million in 2006.

Italian Transport Minister Alessandro Bianchi has warned that
Alitalia may file for bankruptcy if the current attempt to sell
the government's 49.9% stake fails.


ALITALIA: Italian Unions Reject Air France-KLM's New Offer
----------------------------------------------------------
Italian unions rejected Air France-KLM's takeover offer for
Alitalia, the Financial Times reports.  Air France's bid is
subject to a condition that all nine unions must accept the
offer.

In a joint statement, according to the report, eight unions said
that the new offer was essentially the same as before and still
inadequate.  They agreed however to further talks.

The main pilot's union did not sign the joint statement to show
that they are not happy with the offer.

                          About Alitalia

Headquartered in Rome, Italy, Alitalia S.p.A. --
http://www.alitalia.it/-- provides air travel services for
passengers and air transport of cargo on national, international
and inter-continental routes.  The Italian government owns 49.9%
of Alitalia.  The company has operations in Argentina.

Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million
in 2000 and 2001 respectively.  Alitalia posted EUR93 million in
net profits in 2002 after a EUR1.4 billion capital injection.
The carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, and
EUR625.6 million in 2006.

Italian Transport Minister Alessandro Bianchi has warned that
Alitalia may file for bankruptcy if the current attempt to sell
the government's 49.9% stake fails.


CLINICA PRIVADA: Proofs of Claim Verification is Until May 5
------------------------------------------------------------
Roque Alberto Pepe, the court-appointed trustee for Clinica
Privada Pilar S.A.'s bankruptcy proceeding, verifies creditors'
proofs of claim until May 5, 2008.

Mr. Pepe will present the validated claims in court as
individual reports on June 25, 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 Clinica Privada 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 Clinica Privada's
accounting and banking records will be submitted in court on
Aug. 22, 2008.

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

The trustee can be reached at:

         Roque Alberto Pepe
         Argentina 5785
         Buenos Aires, Argentina


CREDITO IMPERIAL: Trustee to File Individual Reports on June 25
---------------------------------------------------------------
Hector Rodolfo Arzu, the court-appointed trustee for Credito
Imperial Argentina SA's bankruptcy proceeding, will submit
individual reports in the National Commercial Court of First
Instance No. 5 in Buenos Aires on June 25, 2008.

Mr. Arzu will be verifying creditors' proofs of claim until
May 13, 2008.  He will file a general report containing an audit
of Credito Imperial's accounting and banking records in court on
Aug. 22, 2008.

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

The debtor can be reached at:

         Credito Imperial Argentina SA
         Maipu 1300
         Buenos Aires, Argentina

The trustee can be reached at:

         Hector Rodolfo Arzu
         Junin 55
         Buenos Aires, Argentina


LIWIN SA: Files for Reorganization in Buenos Aires Court
--------------------------------------------------------
Liwin SA has requested for reorganization approval after failing
to pay its liabilities since July 2007.

The reorganization petition, once approved by the court, will
allow Liwin to negotiate a settlement with its
creditors in order to avoid a straight liquidation.

The case is pending in the National Commercial Court of First
Instance No. 14 in Buenos Aires.  Clerk No. 27 assists the court
in this case.

The debtor can be reached at:

          Liwin SA
          Alicia Moreau de Justo 1848
          Buenos Aires, Argentina


MOLISE SA: Proofs of Claim Verification Deadline is June 24
-----------------------------------------------------------
Eduardo Zalutzky, the court-appointed trustee for Molise S.A.'s
bankruptcy proceeding, will be verifying creditors' proofs of
claim until June 24, 2008.

Mr. Zalutzky will present the validated claims in court as
individual reports on Aug. 20, 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 Molise 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 Molise's accounting
and banking records will be submitted in court on Oct. 1, 2008.

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

The debtor can be reached at:

          Molise SA
          La Pampa 5981
          Buenos Aires, Argentina

The trustee can be reached at:

          Eduardo Zalutzky
          Lavalle 1523
          Buenos Aires, Argentina


RED HAT: Revenue Growth Cues S&P's Rating Upgrade to 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Raleigh, North Carolina-based Red Hat Inc. to 'BB-'
from 'B+'.  The upgrade reflects Red Hat's consistent growth in
revenues and operating earnings and improving financial profile.  
The outlook is stable.
   
"The ratings on Red Hat reflect the company's relatively narrow
business profile, modest scale relative to other rated software
companies, rapid technology evolution, and high leverage--based
on total debt," said Standard & Poor's credit analyst Molly
Toll-Reed.  "These concerns are offset partially by barriers to
entry provided by the large number of independent software and
hardware vendors, who certify their products to work with Red
Hat, and liquidity and cash flow that are strong for the rating
level."
   
Red Hat provides open-source operating and middleware software
and related services predominantly to large enterprise
customers.

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


RUTLIN SA: Files for Reorganization in Buenos Aires Court
---------------------------------------------------------
Rutlin SA has requested for reorganization approval after
failing to pay its liabilities since March 25, 2008.

The reorganization petition, once approved by the court, will
allow Rutlin to negotiate a settlement with its
creditors in order to avoid a straight liquidation.

The case is pending in the National Commercial Court of First
Instance No. 17 in Buenos Aires.  Clerk No. 33 assists the court
in this case.

The debtor can be reached at:

          Rutlin SA
          Amenabar 1662
          Buenos Aires, Argentina


SUPERVIELLE BANEX: Moody's Junks Subordinated Certificate Rating
----------------------------------------------------------------
Moody's Latin America has assigned a rating of Aaa.ar (Argentine
National Scale) and of Ba1 (Global Scale, Local Currency) to the
Fixed Rate and Floating Rate Debt Securities of Fideicomiso
Financiero Supervielle Creditos Banex XXI issued by Deutsche
Bank S.A. -- acting solely in its capacity as Issuer and
Trustee.  This issuance is not an obligation of Deutsche Bank
S.A. and therefore the rating assigned does not reflect the
credit quality of Deutsche Bank S.A.

Moody's also assigned ratings of Ba1.ar (Argentine National
Scale) and Caa1 (Global Scale, Local Currency) to the
subordinated Certificates.

The assigned ratings are based on these factors:

  -- The credit quality of the securitized personal loans

  -- The ability and willingness of Administracion Nacional de
     la Seguridad Social to make monthly pensions

  -- The ability of Banco Supervielle to act as the servicer of
     the pool.

  -- The ability of Deutsche Bank S.A. to act as trustee in this
     transaction

  -- Initial credit enhancement of 15% for the Fixed Rate and
     Floating Rate Debt Securities, provided through
     subordination

  -- The availability of various reserve accounts, and

  -- The legal structure of the transaction.

                         Securitized Pool

The rated securities are payable from the cash flow coming from
the assets of the trust, which is an amortizing pool of
approximately 34,993 eligible personal loans denominated in
Argentine pesos, with a fixed interest rate, originated by Banex
(now Banco Supervielle), in an aggregate amount of
ARS62,373,702.  Approximately 3.80% of the securitized pool will
be constituted by loans formerly included in the pool of Banex
IX.  As of January 31st, 2008 those loans exhibited
delinquencies no higher than 90 days past due.  Moody's has
assigned a local currency deposit
rating of Aa2.ar in the Argentine National Scale to Banco
Supervielle S.A.  These personal loans are granted to pensioners
that receive their monthly pensions from Argentina's national
governmental agency of social security, Administracion Nacional
de la Seguridad Social (ANSES).  Banco Supervielle is the
payment agent for this government entity and deducts the monthly
loan installment directly from the borrower's paycheck.  The
pool is also constituted by loans granted to government
employees of the Province of San Luis.

Moody's considered the risk that a disruption in the flow of
payments from ANSES to pensioners could severely affect the
performance of the pool.  Moody's believes that the ratings
assigned are consistent with this risk.

                            Structure

Deutsche Bank S.A. (Issuer and Trustee) issued two classes of
Debt Securities and one class of Certificates, all denominated
in Argentine pesos.

The Fixed Rate Debt Securities will bear a fixed interest rate
of 11%.  The Floating Rate Debt Securities will bear a BADLAR
interest rate plus 298 basis points.  The Floating Rate Debt
Securities' interest rate will never be higher than 18% or lower
than 10%.

Overall credit enhancement is comprised of 15% subordination for
the Fixed Rate and Floating Rate Debt Securities; various
reserve funds; and excess spread.

Payment of principal on the Floating Rate Debt Securities has a
grace period of nine months.  During the grace period, interest
on the Floating Rate Debt Securities will be paid on a quarterly
basis.  Starting on the first principal payment date for the
Floating Rate Debt Securities, interest will be paid monthly.  
The Fixed Rate Debt Securities are expected to be paid off in
nine months.  The Certificates are entitled to receive repayment
of
principal by the legal final maturity date of the transaction
only after Fixed Rate and Floating Rate Debt Securities are paid
in full.

                           Rating Action

Banco Banex S.A. (now Banco Supervielle SA):

ARS31,301,000 in Fixed Rate Debt Securities of "Fideicomiso
Financiero Supervielle Creditos Banex XXI", rated Aaa.ar
(Argentine National Scale) and Ba1 (Global Scale, Local
Currency)

ARS21,722,894 in Floating Rate Debt Securities of "Fideicomiso
Financiero Supervielle Creditos Banex XXI", rated
Aaa.ar (Argentine National Scale) and Ba1 (Global Scale, Local
Currency)

ARS9,578,106 in Certificates of "Fideicomiso Financiero
Supervielle Creditos Banex XXI", rated Ba1.ar (Argentine
National Scale) and Caa1 (Global Scale, Local Currency)

   -- Fixed Rate Debt Securities, Assigned Ba1
   -- Floating Rate Debt Securities, Assigned Ba1
   -- Certificates, Assigned Caa1



=========
A R U B A
=========

VALERO ENERGY: Deutsche Bank Upgrades Firm's Shares to 'Buy'
------------------------------------------------------------
Deutsche Bank Securities analyst Paul Sankey has upgraded Valero
Energy Corp.'s shares to "buy" from "hold," Newratings.com
reports.

Newratings.com relates that the target price for Valero Energy's
shares was decreased to US$72 from US$76.

Mr. Sankey said in a research note that the asset market for the
U.S. plants is strong and Valero Energy is disposing its assets
"aggressively."

Valero Energy would be able to conclude US$3.5 billion in asset
sales this year, though based on the recent reports by competing
bidders the amount might be "conservative," Mr. Sankey told
Newratings.com.

Headquartered in San Antonio, Texas, Valero Energy Corporation
is North America's largest independent refining and marketing
company, currently owning 16 oil refineries with nameplate crude
oil distillation capacity of 2.6 barrels per day (bpd) and,
including intermediate feedstock, 3.1 million bpd.  VLO has one
of the largest deep conversion capacities in North America.  Its
current portfolio of refineries displays a somewhat above
average Nelson Complexity Index of 11.1 . Valero Energy
Corporation is evaluating strategic alternatives for one to
three refineries and each of the potential pro-forma scenarios
would increase its current Nelson index.  The pending major
capital spending programs would further increase Valero Energy
Corporation value adding capacity and complexity downstream from
crude oil distillation.  The company has operated an oil
refinery in Aruba.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service placed Valero Energy
Corporation's ratings on review for upgrade.  Moody's previously
confirmed Valero Energy Corporation's Ba1 rated subordinated
debentures and Ba2 rated mandatory convertible preferred stock.  
The ratings still hold to date, subject to the conclusion of
Moody's rating review for possible upgrade.  Moody's said the
outlook is still positive.



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

FOSTER WHEELER: Unit Bags Entergy Steam Generator Contract
----------------------------------------------------------
Foster Wheeler Ltd.'s Global Power Group subsidiary has been
awarded a contract by Entergy Louisiana, LLC, a subsidiary of
Entergy Corporation, for the design and supply of two
circulating fluidized-bed (CFB) steam generators.

The two CFBs and associated auxiliary equipment will be a part
of the Little Gypsy 3 Repowering Project located in Montz,
Louisiana, near New Orleans.  Foster Wheeler has received a full
notice to proceed on this contract.  The terms of the award were
not disclosed, and the contract will be included in the
company’s bookings for the first-quarter of 2008.

Unit 3, which will be designed to deliver a baseload of 538 MWe
(net megawatt electric output), will have the capability of
using petroleum coke, a plentiful and inexpensive refining
byproduct, as well as coal to produce electricity.  Commercial
operation of the plant is scheduled for the first quarter of
2012.

"We are pleased to be selected by Entergy Louisiana to play a
part in this important project," said Foster Wheeler North
America Corp. president and chief executive officer, Gary
Nedelka. "A fundamental benefit of CFB technology is its
naturally low emission level of nitrogen oxide and sulfur
dioxide –- a benefit that is especially dramatic when compared
to the older equipment that is replaced in a repowering project
such as Little Gypsy 3."

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

                            *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 5, 2008, Standard & Poor's Ratings Services revised its
outlook on Foster Wheeler Ltd. to positive from stable.  At the
same time, S&P affirmed its 'BB' corporate credit rating on the
company.  The company reported total debt of approximately
US$150 million at Sept. 30, 2007.


MAKENA LTD: Liquidators to Seek Release
---------------------------------------
Makena Ltd.'s joint liquidators Peter C.B. Mitchell and Nigel
Chatterjee will apply to the Supreme Court of Bermuda for their
release.  Those who object for the granting of their release
must notify the court by April 8, 2008.


NORTON RE: Proofs of Claim Filing Deadline is April 11
------------------------------------------------------
Norton Re Insurance Limited's creditors are given until
April 11, 2008, to prove their claims to John C. McKennathe
company's liquidator, or be excluded from receiving any
distribution or payment.

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

Norton Re's shareholders agreed on March 25, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

      John C. McKenna
      c/o Leonell Lightbourne  
      Messrs. Conyers Dill & Pearman, Clarendon House
      Church Street, Hamilton, HM DX
      Bermuda


NORTON RE: Sets Final Shareholders Meeting for May 5
----------------------------------------------------
Norton Re Insurance Limited will hold its final general meeting
on May 5, 2008, at 9:30 a.m. at Messrs. Conyers Dill & Pearman,
Clarendon House, Church Street, Hamilton, Bermuda.

These matters will be taken during the meeting:

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

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

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


PEREGRINE INVESTMENTS: Proofs of Claim Filing is Until April 7
--------------------------------------------------------------
Peregrine Investments Holdings Limited's creditors must file
proofs of their claims by April 7, 2008, to David Richard Hague,
the company's liquidator.  Creditors who fail to do so won't be
included in a seventh dividend that the firm will declare.  

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

Peregrine Investments' shareholders agreed on March 7, 2008,
to place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

      David Richard Hague
      c/o Pricewaterhouse-Coopers
      22/F Prince’s Building
      Central, Hong Kong
      Telephone: (852) 2289 8888
      Fax: (852) 2890 8345


SECURITY CAPITAL: S&P Lowers Preference Shares Rtng. to D From C
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Security Capital Assurance Ltd.'s series A perpetual
noncumulative preference shares to 'D' from 'C'.  At the same
time, S&P removed the rating from CreditWatch with negative
implications.  The rating action follows the company's failure
to make its March 31, 2008, dividend payment.

Security Capital Assurance Ltd. (NYSE: SCA) --
http://www.scafg.com-- is a Bermuda-domiciled holding company
whose primary operating subsidiaries, XL Capital Assurance Inc.
and XL Financial Assurance Ltd, provide credit enhancement and
protection products to the public finance and structured finance
markets throughout the United States and internationally.


SUNRISE CAPITAL: Proofs of Claim Filing Deadline is April 4
-----------------------------------------------------------
Sunrise Capital Diversified II, Ltd.'s creditors have until
April 4, 2008, to prove their claims to Olympia Capital (Cayman)
Limited, the company's liquidator, or be excluded from receiving
any distribution or payment.

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

Sunrise Capital's shareholder decided on Dec. 31, 2007, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Olympia Capital (Cayman) Limited
                 Attn: Tammy Robinson
                 Williams House, 20 Reid Street
                 Hamilton, Bermuda
                 Telephone: 1 441 298 5034



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

BANCO BRADESCO: Regulator Okays BMC's Transfer of Unit to Bank
--------------------------------------------------------------
Brazilian insurance regulator Susep has authorized Banco BMC's
transfer of private pension division to BAnco Bradesco, Business
News Americas reports, citing insurance federation Fenaseg.

As reported in the Troubled Company Reporter-Latin America on
Jan. 26, 2007, Banco Bradesco signed a "Private Instrument for
Commitment of Merger of Stocks and Other Covenants," with the
controlling stockholders of Banco BMC for the acquisition of
subsidiaries BMC Asset Management Ltda. -- Distribuidora de
Titulos e Valores Mobiliarios, BMC Previdencia Privada SA and
Credicerto Promotora de Vendas Ltda.

According to BNamericas, Banco Bradesco purchased Banco BMC last
year for BRL800 million in new shares.  Banco BMC approached
Banco Bradesco about underwriting an initial public offering but
was later convinced to sell.

Banco Bradesco now has indirect control over BMC Previdencia
Privada, Fenaseg told BNamericas.

                     About Banco Bradesco

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 NACIONAL: Grants US$270 Million Loan for Montegrande Dam
--------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social has
authorized a US$270 million loan to the Dominican Republic for
the construction of a dam in Monte Grande, Azua.

Business News Americas relates that the planned dam will provide
water for irrigation and human consumption in the Dominican
Republic's southern region.

According to BNamericas, extracting water from the dam will
allow "the replacement of pump-based irrigation systems with
gravity operated ones."  The government will be able to save
some US$1.63 million in electricity costs yearly to run the
pumps.  The dam will irrigate over 700,000 plots of land,
benefiting over 340,000 people and creating about 12,000 jobs.

BNamericas notes that the project includes the improvement of  
flood prevention measures in:

          -- Barahona,
          -- Bahoruco, and
          -- Independencia.

Rehabilitation works will also be carried out on the Sabana
Yegua reservoir, Azua, BNamericas states.

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

                           *     *     *

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


BRASIL TELECOM: Denies Successful Closure of Tele Norte Talks
-------------------------------------------------------------
Brasil Telecom has denied that it has come to a successful
closure in talks for its sale to Tele Norte Leste Participacoes
S.A.

As reported in the Troubled Company Reporter-Latin America on
April 1, 2008, Tele Norte reached a preliminary agreement with
Citigroup and national bank Opportunity for the acquisition of
Brasil Telecom.

No final accord has been made yet, Business News Americas
relates.

BNamericas notes that Tele Norte was allegedly aware of the
advanced stage of talks among Brasil Telecom's controllers,
Citigroup and Opportunity.  Once those talks are concluded, Tele
Norte will intensify negotiations for Brasil Telecom.

Brasil Telecom told BNamericas that its controllers were
informed of the possibility of sale to Tele Norte but the deal
depends on shareholder and regulatory approvals.

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

                         *     *     *

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


BRASKEM SA: To Invest BRL334MM for Copesul Maintenance & Upgrade
----------------------------------------------------------------
Braskem SA will invest some BRL334 million for a month of
maintenance works and technology upgrades at plant 1 of raw
materials center Copesul.

Business News Americas relates that 60% of the ethane produced
by Copesul comes from plant 1.

The maintenance is aimed at the prevention of accidents, Braskem  
reportedly said.

BNamericas says that Copesul has had one shutdown for every six
years of non-stop production since it first began operations in
1982.

According to Copesul, about BRL93 million of the BRL334 million
investment will go to cleaning, inspections, and replacing
equipment.

BNamericas relates that about BRL241 million on the investment
will be allotted to updating technology and operating systems,
and production and environmental controls.

Once plant 1 resumes operations, Copesul will have additional
production capacity of 28,000 tons per year of ethane and 16,600
tons per year of propane, bringing its total capacity to 1.25
million tons per year, compared to the current 1.22 million tons
per year, Copesul said.

Braskem SA (BOVESPA: BRKM5; NYSE: BAK; LATIBEX: XBRK) --
http://www.braskem.com.br/-- is a thermoplastic resins
producer in Latin America, and is among the three largest
Brazilian-owned private industrial companies.  The company
operates 13 manufacturing plants located throughout Brazil, and
has an annual production capacity of 5.8 million tons of resins
and other petrochemical products.  The company reported
consolidated net revenues of about US$9 billion in the trailing
twelve months through Sept. 30, 2007.

                           *     *    *

As reported in the Troubled Company Reporter-Latin America on
Jan. 17, 2008, Fitch Ratings affirmed the 'BB+' foreign and
local currency issuer default ratings of Braskem S.A.  Fitch
also affirmed the 'BB+' ratings on the company's senior
unsecured notes 2008, 2014, and senior unsecured notes 2017.


BRASKEM SA: Will Pay BRL278 Million in Dividends to Shareholders
----------------------------------------------------------------
Braskem SA will pay BRL278 million in dividends to its
shareholders related to fiscal year 2007.

Business News Americas relates that Braskem will start paying
the dividends on April 7, 2008, without withholding income tax.

The BRL278 million in dividends account for 51% of Braskem's
2007 net profits.

Braskem SA (BOVESPA: BRKM5; NYSE: BAK; LATIBEX: XBRK) --
http://www.braskem.com.br/-- is a thermoplastic resins
producer in Latin America, and is among the three largest
Brazilian-owned private industrial companies.  The company
operates 13 manufacturing plants located throughout Brazil, and
has an annual production capacity of 5.8 million tons of resins
and other petrochemical products.  The company reported
consolidated net revenues of about US$9 billion in the trailing
twelve months through Sept. 30, 2007.

                           *     *    *

As reported in the Troubled Company Reporter-Latin America on
Jan. 17, 2008, Fitch Ratings affirmed the 'BB+' foreign and
local currency issuer default ratings of Braskem S.A.  Fitch
also affirmed the 'BB+' ratings on the company's senior
unsecured notes 2008, 2014, and senior unsecured notes 2017.


COMPANHIA DE SANEAMENTO: 2007 Net Income Grows to BRL1.05 Mln.
--------------------------------------------------------------
Companhia de Saneamento Basico do Estado de Sao Paulo reported
its financial results for 2007.

In 2007, net operating revenue totaled BRL6 billion, an 8%
increase compared to 2006.  Costs and expenses stood at BRL3.9
billion, 4.6% higher than in 2006.  EBITDA moved up by 10.3%,
from BRL2.4 billion in 2006 to BRL2.7 billion in 2007 as
revenues outgrew costs.

Earnings before financial expenses (EBIT) climbed by 15.1%, from
BRL1.8 billion in 2006 to BRL2.1 billion in 2007.  Net income
reached BRL1.05 billion, 34.6% higher than the BRL778.9 million
recorded in 2006.  In the fourth quarter of 2007, net income
totaled BRL78.1 million, down by 2.4% the same period of the
previous year.

Gross operating revenue grew by BRL464.2 million, or 7.8%, from
BRL6 billion in 2006 to BRL6.4 billion in 2007.  The main
reasons for this increase were: (i) the 5.7% impact derived from
the 6.7% tariff readjustment in 2006, with a 4.7% impact in
2007, and the 4.1% tariff readjustment in September 2007, with a
1% impact in the period; and (ii) the 3.1% increase in billed
volume.

Companhia de Saneamento Basico do Estado de Sao Paulo, aka
Sabesp (Bovespa: SBSP3; NYSE: SBS) -- http://www.sabesp.com.br
-- is one of the largest water and sewage service providers in
the world based on the population served in 2005.  It operates
water and sewage systems in Sao Paulo, Brazil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 12, 2007, Fitch Ratings has affirmed the 'BB' Local
Currency and Foreign Currency Issuer Default Ratings and the
Long-Term National Scale Rating 'A+(bra)' of Companhia de
Saneamento Basico do Estado de Sao Paulo.  In addition, Fitch
has affirmed the 'BB' Long-Term International Rating for US$140
million in notes issued by the company, as well as the 'A+(bra)'
on National Scale for its sixth debenture issuance.  Fitch said
the rating outlook is stable.


INDEPENDENCIA SA: Moody's Reviews B3 Ratings for Likely Upgrade
---------------------------------------------------------------
Moody's Investors Service placed the B3 local currency corporate
family rating and the B3 foreign currency senior unsecured
rating of Independencia S.A. under review for possible upgrade.

"The review of Independencia's B3 ratings reflects primarily the
successful reduction of its susceptibility to a trade embargo
from importing countries due to animal disease by expanding the
number of slaughterhouses from five to twelve and slaughter
operations from three to seven states, both by the end of 2008
and compared to when Moody's first assigned the ratings," says
Moody's AVP-Analyst Soummo Mukherjee.

Additionally, the review is based on the company's ability to
meet the factors set out in Moody's last published credit
opinion that would trigger upward pressure on its ratings.  
"These factors included Independencia's demonstrated ability to:
consistently grow revenues and earnings, improve financial
disclosure standards and maintain Debt/EBITDA below 5 times,"
added Mr. Mukherjee.

In July 2007, Independencia acquired Goias Carne, the largest
beef processor in the state of Goias, with a slaughter capacity
of 1,200 heads per day, and began the construction and leased or
acquired four other new facilities that will significantly
increase Independencia's daily slaughter capacity in 2008 to
approximately 11,000 heads per day from 6,900 heads per day at
the end of 2007, and improve its cattle sourcing and production
in terms of geographic diversification.

Moody's review will focus on the company's projections and
liquidity for the next twelve months with a focus on the
expected capital expenditure requirements, debt levels and
EBITDA generation in 2008, as it incorporates Goias Carne and
operates its new facilities.  The review will also consider the
company's longer-term growth and financial strategy and the
expected cushion the company is likely to maintain with its Net
Debt/EBITDA financial covenant in its US$225 million bond due in
2017 that steps-down from 4.25 times to 4.0 times at the end of
2008, to 3.75 times at the end of 2009 and to 3.5 times at the
end of 2010.

These ratings were placed under review for possible upgrade:

   -- US$225 million of 9.875% senior guaranteed unsecured notes
      due in 2017 at B3

   -- Local currency corporate family rating at B3

Headquartered in Cajamar, Sao Paulo, Brazil, Independencia SA is
Brazil's fourth largest producer of fresh and frozen beef and
the second largest producer of wet blue leather with twelve beef
slaughtering and deboning facilities, two jerked beef plants and
four storage facilities located in the following seven Brazilian
States: Goias, Mato Grosso do Sul, Mato Grosso, Minas Gerais,
Sao Paulo, Rondonia and Tocantins.


NOVELIS INC: S&P Changes Outlook to Stable; Confirms 'BB-' Rtng.
----------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on
Atlanta-based Novelis Inc. to stable from negative.  At the same
time, S&P affirmed its ratings, including the 'BB-' long-term
corporate credit rating, on Novelis.  Standard & Poor's also
withdrew its 'B-2' short-term counterparty credit rating on the
company, due to lack of market need.
   
"The outlook revision to stable factors in an expected
improvement in Novelis' financial performance, the parent-
subsidiary link between Hindalco and Novelis, and expected
support from the parent to the subsidiary entity," said Standard
& Poor's credit analyst Donald Marleau.  "As the credit quality
of Novelis and Hindalco are linked to some extent, any change in
the credit quality of Hindalco would have a similar effect on
the Novelis ratings in the short-to-medium term," Mr. Marleau
added.
   
The ratings on Novelis reflect the company's aggressive
financial risk profile, characterized by a heavy debt burden,
poor cash generation, and unstable margins.  Alleviating these
weaknesses are the company's leading position in the global
aluminum rolled products market, and extensive geographic and
product diversity.  The ratings also reflect the support of its
parent, Hindalco Industries Ltd., for which Novelis is a long-
term, strategically important investment.  Standard & Poor's
believes that this strategic importance provides good incentive
for Hindalco to support its US$3.5 billion investment.
   
Notwithstanding poor results in the last two years, Novelis'
weak financial performance should improve through 2008 despite
the economic slowdown in North America and Europe, as the
company improves its ability to manage the operating margin and
liquidity risks associated with can-sheet price ceilings and
strong aluminum prices.  Hindalco acquired Novelis in May 2007,
only two years after Novelis was spun out of integrated aluminum
producer Alcan Inc. (BBB+/Watch Pos/A-2).
   
The outlook is stable.  The outlook factors in an expected
improvement in Novelis' financial performance, the parent-
subsidiary link between Hindalco and Novelis, and expected
support from the parent to the subsidiary entity.  Nevertheless,
Novelis' standalone credit quality will continue to face
pressure from debt that is persistently high for the rating, as
well as slowing core markets.  

Downward pressure on the Novelis ratings is likely if
the combination of hedging strategies and changes to its sales
contracts does not effectively reduce its exposure to commodity
metals prices in the next 12-18 months, such that cash flow
stability and the debt reduction pace do not improve.  With some
debt reduction in the next several years, the company's capital
structure could better correspond to its satisfactory business
risk, thereby putting upward pressure on the ratings.

Based in Atlanta, Georgia, Novelis Inc., (NYSE: NVL) (TSX: NVL)
-- http://www.novelis.com/-- is the global provider of aluminum
rolled products and aluminum can recycling.  The company
operates in 11 countries and has approximately 12,900 employees.
Novelis has the capability to provide its customers with a
regional supply of technologically sophisticated rolled aluminum
products throughout Asia, Europe, North America and South
America.  Through its advanced production capabilities, the
company supplies aluminum sheet and foil to the automotive and
transportation, beverage and food packaging, construction and
industrial, and printing markets.

Novelis South America operates two rolling plants and primary
production facilities in Brazil in the Latin American region.
Novelis also has operations in Germany, Switzerland and Korea.


REALOGY CORP: Low EBITDA Cues S&P to Revise Outlook to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Realogy Corp. to negative from stable.  Ratings on the company,
including the 'B' corporate credit rating, were affirmed.
     
"The outlook revision reflects a significantly lower expectation
for EBITDA generation in 2008 than we had previously
anticipated, as well as the resultant narrowing of the EBITDA
cushion in the company's senior secured credit facilities
leverage covenant," said Standard & Poor's credit analyst Emile
Courtney.

The rating reflects Realogy's highly leveraged capital
structure, thin expected EBITDA coverage of interest expense,
and reduced cash flow generating ability as a result of the
residential real estate downturn and the close of the US$9
billion LBO of the company by Apollo Management L.P. in April
2007.  The current rating is based on the expectation that
Realogy has sufficient available liquidity sources to withstand
the current downturn in the U.S. residential real estate cycle.
   
At this time, the most important component of Realogy's
liquidity profile is its US$750 million senior secured revolver,
which had US$713 million in availability at December 2007 after
accounting for outstanding letters of credit.  The company's
senior secured leverage (as measured by its bank facility) was
3.8x at December 2007, which compares with the 5.6x covenant
that becomes effective March 31, 2008.  However, in the March
2008 quarter, the expected pace of declines is steeper than
expected in transaction sides (down 25% to 28%), price (down 4%
to 6% in the company's franchising business, which represented a
meaningful amount of EBITDA in 2007), and cash flow (EBITDA is
expected to decline meaningfully to break even, although the
March 2008 quarter is seasonally weak).  In addition, S&P
expects Realogy to use nearly $100 million in excess cash
balances and borrow about $50 million on its revolver in the
March 2008 quarter to fund negative cash flow.
   
Realogy had about US$6.2 billion in funded debt and US$7.7
billion in lease-adjusted debt (including borrowings related to
accounts receivable securitizations) at the end of 2007.  Over
the intermediate term, S&P expects total adjusted leverage to be
more than 10x, and interest coverage to be near 1x.  Over the
near term, S&P expects discretionary cash flow to be negative.  
These measures assume significant reductions in capital
expenditure and acquisition spending, as well as limited net
cash outlays for contingent liabilities.

Headquartered in Parsippany, New Jersey, Realogy Corporation
(NYSE: H)-- http://www.realogy.com/-- is a real estate  
franchisor and a member of the S&P 500.  The company has a
diversified business model that also includes real estate
brokerage, relocation, and title services.  Realogy's world-
renowned brands and business units include CENTURY 21(R),
Coldwell Banker(R), Coldwell Banker Commercial(R), ERA(R),
Sotheby's International Realty(R), NRT Incorporated, Cartus, and
Title Resource Group.  Realogy has more than 15,000 employees
worldwide.  The company operates in Australia, Brazil and
France.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 13, 2007, Moody's Investors Service assigned an SGL-3
speculative grade liquidity rating to Realogy Corporation and
changed the rating outlook from stable to negative.  At the same
time, Moody's affirmed the B3 corporate family rating and all
other credit ratings.


TAM SA: Reports BRL49.8 Mln. Net Income in Fourth Quarter 2007
--------------------------------------------------------------
TAM S.A. reports its fourth quarter results for 2007.  
Operational and financial data, except where otherwise
indicated, are presented based on amounts consolidated in Reais
(BRL) and prepared in accordance with accounting principles
generally accepted in Brazil (BR GAAP).

                            Highlights

   -- 7.3 million passengers transported -- an increase of 10%

   -- Decrease in block hours/day per aircraft from 13 to 12.3

   -- Gross Revenues of BRL2.4 billion, an increase of 15.9%

   -- Begin operations of two A340, two A330, seven A320 and one
      A321 compensated by three F100 returned in fourth quarter
      2007 vs. in third quarter 2007

   -- New daily flight to Frankfurt since Nov. 30

   -- New daily flight to Madrid since Dec. 21

   -- Begin of code share operations with United Airlines, LAN
      and signature of contract with Lufthansa

   -- Loan agreement with BNP Paribas to finance up to US$117
      million in pre-delivery payment operations for 30 Airbus
      aircraft

   -- BRL83 million EBIT and BRL353 million EBITDAR, margins of
      3.6% and 15.4% respectively in fourth quarter 2007
      Domestic Operations

                        Domestic Operations

   -- TAM reached 48.2% average market share in fourth quarter
      2007.

   -- ASKs (capacity) increased 9.3% in fourth quarter 2007
      compared to fourth quarter 2006 as a result of the
      increase in the operating fleet of 20 A320, one A319 and
      three A321, compensated by nine F100 returned and other
      five in redelivery and the reduction in block hours by
      aircraft from 13 hours/day to 12.3 hours/day (total
      operation).

   -- RPKs (demand) increased 9.9% in fourth quarter 2007
      compared to fourth quarter 2006.

   -- TAM's domestic load factor increased to 71.1% in fourth
      quarter 2007, compared to 70.7% in fourth quarter 2006.

                     International Operations

   -- TAM reached 71.5% average market share in fourth quarter
      2007

   -- ASKs (capacity) increased 71.6% in fourth quarter 2007,
      due to the increase of two A340, two A330 and three MD11
      into TAM's international operating fleet allowing the
      beginning of daily flights to Milan, Frankfurt and Madrid
      and the third daily flight to Paris.  In South America,
      TAM started daily flights to Cordoba, Caracas and
      Montevideo through the increase in the narrow body fleet
      in the region.

   -- RPKs (demand) increased 65.3% comparing fourth quarter
      2007 with fourth quarter 2006.

   -- TAM's international load factor decreased 2.7p.p. to 70.8%
      in fourth quarter 2007 compared to 73.5% in fourth quarter
      2006.

                        Financial Performance

   -- Total CASK increased by 1.4% in fourth quarter 2007
      compared to fourth quarter 2006.

   -- EBIT and EBITDAR margins of 3.6% and 15.4% respectively.

   -- Net income of BRL49.8 million, a positive margin of 2.2%.

   -- TAM's total cash and cash equivalents equalled BRL2,607
      million.

   -- Return on Assets (ROA) of 2%

   -- Return on Equity (ROE) of 8.4%

TAM currently -- http://www.tam.com.br/-- has business  
agreements with the regional airlines Pantanal, Passaredo, Total
and Trip.  As of Jan. 14, the daily flight on the Corumba --
Campo Grande route in Mato Grosso do Sul began to be operated by
a partnership with Trip.  With the expansion of the agreement
with NHT, TAM will now be serving 82 destinations in Brazil, 45
of which with its own flights.  In addition, the company is
strengthening its presence in Rio Grande do Sul and Santa
Catarina.

                          *     *     *

On July 23, 2007, Fitch Ratings affirmed the 'BB' foreign
currency and local currency Issuer Default Ratings of TAM S.A.
Fitch has also affirmed the 'BB' rating of its US$300 million of
senior unsecured notes due 2017 as well as the company's
'A+(bra)' national scale rating and for its first debentures
issuance (BRL500 million).  Fitch said the rating outlook is
stable.


TELE NORTE: Denies Successful Closure in Brasil Telecom Talks
-------------------------------------------------------------
Tele Norte Leste Participacoes S.A. has denied that it has come
to a successful closure in talks for the acquisition of Brasil
Telecom.

As reported in the Troubled Company Reporter-Latin America on
April 1, 2008, Tele Norte reached a preliminary agreement with
Citigroup and national bank Opportunity for the acquisition of
Brasil Telecom.

No final accord has been made yet, Business News Americas
relates.

BNamericas notes that Tele Norte was allegedly aware of the
advanced stage of talks among Brasil Telecom's controllers,
Citigroup and Opportunity.  Once those talks are concluded, Tele
Norte will intensify negotiations for Brasil Telecom.

Brasil Telecom told BNamericas that its controllers were
informed of the possibility of sale to Tele Norte but the deal
depends upon shareholder and regulatory approval.

Headquartered in Rio de Janeiro, Brazil, Tele Norte Leste
Participacoes SA -- http://www.telemar.com.br-- is a provider
of fixed-line telecommunications services in South America.  The
company markets its services under its Telemar brand name.  Tele
Norte's subsidiaries include Telemar Norte Leste SA; TNL PCS SA;
Telemar Internet Ltda.; and Companhia AIX Participacoes SA.

                        *     *     *

As reported on April 27, 2007, Standard & Poor's Ratings
Services placed on CreditWatch with negative implications the
'BB+' corporate credit rating on Tele Norte Leste Participacoes
S.A.  The creditwatch resulted from TmarPart's decision to buy
out its holding company's preferred shares.



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

ALPHA VISION: Sets Final Shareholders Meeting for April 4
---------------------------------------------------------
Alpha Vision Capital Offshore Fund Ltd. will hold its final
shareholders' meeting on April 4, 2008, at 10:00 a.m., at 600
West Broadway, 32nd Floor, San Diego, California, U.S.A.

These matters will be taken up during the meeting:

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

Alpha Vision's shareholders decided on Feb. 27, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Michele Baker
                 600 West Broadway, 32nd Floor
                 San Diego, California, USA


ALPHA VISION CAPITAL: Final Shareholders Meeting is on April 4
--------------------------------------------------------------
Alpha Vision Capital Master Fund Ltd. will hold its final
shareholders' meeting on April 4, 2008, at 10:00 a.m., at 600
West Broadway, 32nd Floor, San Diego, California, U.S.A.

These matters will be taken up during the meeting:

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

Alpha Vision's shareholders decided on Feb. 27, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Michele Baker
                 600 West Broadway, 32nd Floor
                 San Diego, California, USA


CC CAYCO: Proofs of Claim Filing Deadline is April 4
----------------------------------------------------
CC Cayco Limited's creditors have until April 4, 2008, to prove
their claims to Richard L. Finlay, the company's liquidator, or
be excluded from receiving any distribution or payment.

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

CC Cayco's shareholder decided on Jan. 30, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Richard L. Finlay
                 Attn: Krysten Lumsden
                 Conyers Dill & Pearman
                 P.O. Box 2681, Cricket Square
                 Hutchins Drive, Grand Cayman KY1-1111
                 Cayman Islands
                 Telephone: (345) 945 3901
                 Fax: (345) 945 3902


CLOUDVIEW OFFSHORE: Sets Final Shareholders Meeting for April 3
---------------------------------------------------------------
Cloudview Offshore Fund will hold its final shareholders'
meeting on April 3, 2008, at 12:00 a.m. at Kinetic Partners
Cayman LLP, Harbor Center, 42 North Church Street, Grand Cayman,
Cayman Islands.

These agendas will be taken 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 six years from
             the dissolution of the company, after which they
             may be destroyed.

Cloudview Offshore's shareholders decided on Jan. 8, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

            Geoffrey Varga
            Attn: Bernadette Bailey-Lewis
            Kinetic Partners
            P.O. Box 10387, Grand Cayman KY1-1004
            Cayman Islands
            Telephone: (345) 623 9900
            Fax: (345) 623 0007


COREL CORP: Cayman-Based Firm Bid Prompts S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' long-term
corporate credit and senior secured debt ratings on Corel Corp.
on CreditWatch with negative implications.  The recovery rating
on the senior secured debt is unchanged at '3'.
     
The CreditWatch placement follows the unsolicited bid by Cayman
Islands-based Corel Holdings L.P. to acquire all of Corel's
common shares outstanding that it doesn't hold already for a
price of US$11 per share.  Corel Holdings is controlled by an
affiliate of San Francisco-based private equity investment
company Vector Capital Corp.  Corel Holdings has indicated that
its offer is conditional upon, among other things, confirmed
satisfactory due diligence and Corel's existing credit facility
remaining in place following the close of any transaction.  In
response to the
bid, Corel's board of directors has formed a special committee
to evaluate Corel Holdings' proposal and other related strategic
considerations.
     
"The CreditWatch listing primarily reflects our lack of
sufficient information about CHLP including its existing assets,
operations, and capital structure, as well as its plans to
finance the estimated US$84 million acquisition," said S&P's
credit analyst Madhav Hari.  S&P's notes that pursuant to Corel
Holdings LP's purchase of Corel Corp., Corel Holdings' financial
policy and capital structure become germane to the ratings of
100%-owned subsidiary Corel.
     
S&P will resolve the CreditWatch listing once it has an
opportunity to fully evaluate the transaction, including details
of Corel Holdings LP's operations and the new owners' strategy.

Ottawa, Ontario-based Corel Corporation (NASDAQ: CREL) (TSX:
CRE) -- http://www.corel.com/-- is a packaged software company    
with an estimated installed base of over 40 million users.  The
company provides productivity, graphics and digital imaging
software.  Its products are sold in over 75 countries through a
scalable distribution platform comprised of original equipment
manufacturers, Corel's international websites, and a global
network of resellers and retailers.  The company's product
portfolio features CorelDRAW(R) Graphics Suite, Corel(R)
WordPerfect(R) Office, WinZip(R), Corel(R) Paint Shop(R) Pro,
and Corel Painter(TM).

The company has operations in Germany, Italy, the United
Kingdom, Australia, Japan, Korea, Brazil, and Mexico, among
others.


CRESCENT AIR: Proofs of Claim Filing Deadline is April 3
--------------------------------------------------------
Crescent Air Asia Investments, Ltd.'s creditors have until
April 3, 2008, to prove their claims to Linburgh Martin and Jeff
Arkley, the company's liquidators, or be excluded from receiving
any distribution or payment.

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

Crescent Air's shareholder decided on Jan. 30, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                 Linburgh Martin and Jeff Arkley
                 Attn: Neil Gray
                 P.O. Box 1034, Grand Cayman KY1-1102
                 Cayman Islands
                 Telephone: (345) 949 8455
                 Fax: (345) 949 8499


EAST LANE: S&P Puts BB Sr. Debt Rating on US$75MM Variable Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'BB' senior
secured debt rating to East Lane Re II Ltd.'s US$75 million
Series 2008-1 Class A variable-rate notes and US$70 million
Series 2008-1 Class B variable-rate notes, and assigned its 'B-'
senior secured debt rating to the company's US$55 million Series
2008-1 Class C variable-rate notes.  All these notes are due
April 7, 2011.
     
The Class A and Class B notes provide multi-year reinsurance
protection on a per occurrence indemnity basis against certain
first and subsequent hurricanes, earthquakes, thunderstorms,
winter storms, wildfires, or other peril loss events in the
northeast United States.
     
The Class C notes provide multi-year reinsurance protection on a
per occurrence indemnity basis against loss events in the
contiguous 48 states, D.C., and Canada.
     
Losses to East Lane II will be based on the actual losses
incurred by Federal Insurance Co. and other companies commonly
referred to as the Chubb Group of Insurance Companies (a/k/a
Chubb; the ceding insurer).  The risk period for each series
will begin at 12:00 a.m. the day after closing and end on
March 31, 2011.  The reinsurance agreement, which is effectively
supported by the proceeds from the issuance of the notes, will
provide the Federal
Insurance Co. and other associated Chubb companies
(AA/Stable/--) with a source of indemnity catastrophe coverage
on certain commercial and personal lines business for loss
events in the covered areas over a three-year risk period.
      
"East Lane II represents the first occasion that Standard &
Poor's will have assigned a rating to notes issued in connection
with a catastrophe bond in which the offering expressly includes
the modeled peril of wildfire," said S&P's credit analyst Gary
Martucci.  S&P's review of modeling associated with the modeled
peril of wildfire was complicated by the fact that nonnatural
factors (e.g., arson or the ability or desire of communities to
finance and enforce fire suppression measures) could directly
impact the inherent risk of the peril.  To address this
challenge, S&P considered detailed data provided to it by the
ceding insurer and AIR Worldwide Corp. regarding wildfires
frequency, severity, and probable cause.  Importantly, according
to the modeling undertaken by AIR Worldwide, the modeled peril
of wildfire contributed nominally to the modeled probability of
attachment.  S&P was able to conclude that the inclusion of this
peril would present a minimal contribution to the overall risk
to the transaction.  For this transaction, the addition of
wildfires increased the modeled probability of attachment for
the Class C notes by one basis point, and had no effect on the
Class A and B notes.  In addition to the modeled data, the
rating agency also considered the peril of wildfire impact on
the overall risk of the transaction in a historical context.  
For example, current estimates from the ceding insurer for the
October 2007 wildfires in southern California indicate a
projected loss of US$85 million; meaning that for the Class C
attachment point of US$900 million to be breached, the ceding
insurer would have to suffer a loss due to wildfire that is
approximately 10.5 the size of that event or 6.5 the largest
wildfire losses (the 1991 Oakland fires) observed.  S&P would
find it challenging to include this peril in this or future
transactions if it were to conclude that wildfire represented
more than a negligible risk to the note holders for the reasons
noted.
     
This offering is also subject to losses from an other peril loss
event, which includes, though is not limited to, loss events
such as fire, explosion, lightning, volcanic actions, mudslide,
the overflowing of a body of water, falling objects, direct
impact of aircraft, and collapse of building.  Collectively, an
Other peril loss event impacts the probability of attachment to
the Class A, Class B, and Class C notes by 0 bps, 10 bps, and 24
bps, respectively.  However, the contribution of any individual
loss within the category of an Other peril loss event is
significantly less.  Note that strikes, riots, or civil
commotion, unless a consequence of a loss event, are excluded;
any loss arising from nuclear reaction, radiation, or
radioactive contamination, as well as any loss arising out of an
act of terrorism, are specifically excluded.  S&P's observations
above related to the challenges of modeling the peril wildfire,
insofar as they may be subject to nonnatural factors, are
likewise applicable to a man-made Other peril loss event.

East Land Re Ltd. is a newly created Cayman Islands exempted
special purpose company licensed as a Class B insurer in the
Cayman Islands.


FDVG BALANCED: Proofs of Claim Filing Deadline is April 3
---------------------------------------------------------
FDVG Balanced Company Limited's creditors have until
April 3, 2008, to prove their claims to Scott Aitken and Connan
Hill, the company's liquidators, or be excluded from receiving
any distribution or payment.

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

FDVG Balanced's shareholder decided on Jan. 30, 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 Connan Hill
                 Attn: Alex Johnston
                 P.O. Box 1109, George Town
                 Grand Cayman, Cayman Islands
                 Telephone: (345) 949-7755
                 Fax: (345) 949-7634


LASALLE STRATEGIC: Proofs of Claim Filing Deadline is April 4
-------------------------------------------------------------
Lasalle Strategic Fund Trust's creditors have until
April 4, 2008, to prove their claims to UBS Fund Services
(Cayman) Ltd., the company's liquidator, or be excluded from
receiving any distribution or payment.

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

Lasalle Strategic's shareholder decided on March 5, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 UBS Fund Services (Cayman) Ltd.
                 Attn: Jodi Jones
                 P.O. Box 258, Grand Cayman KY1-1104
                 Cayman Islands
                 Telephone: (345) 914 8694
                 Fax: (345) 945 4237


NGF LTD: Proofs of Claim Filing is Until April 3
------------------------------------------------
NGF Ltd.'s creditors have until April 3, 2008, to prove their
claims to Linburgh Martin and Jeff Arkley, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

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

The liquidators can be reached at:

                 Linburgh Martin and Jeff Arkley
                 Attn: Neil Gray
                 P.O. Box 1034, Grand Cayman KY1-1102
                 Cayman Islands
                 Telephone: (345) 949 8455
                 Fax: (345) 949 8499


SAPIC-98 REFERENCE: Proofs of Claim Filing Deadline is April 3
--------------------------------------------------------------
SAPIC-98 Reference Fund (48) Limited's creditors have until
April 3, 2008, to prove their claims to Peter D. Anderson and S.
Alan Milgate, the company's liquidators, or be excluded from
receiving any distribution or payment.

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

SAPIC-98 Reference's shareholder decided on Feb. 11, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                 Peter D. Anderson and S. Alan Milgate
                 Rawlinson & Hunter
                 P. O. Box 897
                 Third Floor, One Capital Place
                 Shedden Road, George Town
                 Grand Cayman KY1-1103, Cayman Islands
                 Telephone: (345) 949 7576
                 Fax: (345) 949 8295


THE DRAKE GLOBAL: Proofs of Claim Filing is Until April 4
---------------------------------------------------------
The Drake Global Bond Fund - Euro, Ltd.'s creditors have until
April 4, 2008, to prove their claims to John Cullinane and
Derrie Boggess, the company's liquidators, or be excluded from
receiving any distribution or payment.

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

The Drake Global's shareholder decided on July 20, 2007, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

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



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

AES GENER: Inks Contract With Escondida for Electricity Plant
-------------------------------------------------------------
AES Gener has signed a contract with Escondida for the
construction of a 460-megawatt coal-fired electricity plant in
region II.

According to Escondida, the deal ensures the firm some 220
megawatts of electricity for 18 years from the plant, which will
begin production in 2011.

AES Gener's unit Norgener has agreed with Escondida the
extension of 62-megawatt electricity supply until 2029, Business
News Americas states.

AES Gener is the second-largest electricity generation group in
Chile in terms of generating capacity (20% market share) with an
installed capacity of 2,428 megawatts.  Gener serves both the
Central Interconnected System or SIC and the Northern
Interconnected System or SING through various subsidiaries and
related companies, including affiliate Guacolda and the
TermoAndes subsidiary.  TermoAndes has a generation capacity of
642.8 megawatts, which while located in Argentina serves Chile's
SING via InterAndes transmission line.  Gener also participates
in electricity generation in Colombia through Chivor
hydroelectric plant of 1,000 megawatts, and a 25% participation
in Itabo's facilities in the Dominican Republic (432.5
megawatts).  Gener is 91.2% owned by AES (IDR rated 'B+' by
Fitch).

                           *     *     *

To date, AES Gener carries Moody's Investors Service's Ba2 long-
term foreign bank deposit rating with a stable outlook.  The
firm also carries Standard & Poor's Ratings Services' BB+ long-
term foreign issuer credit rating with a positive outlook.


GRUPO POSADAS: Tender Offer for 8-3/4% Sr. Notes to Expire
----------------------------------------------------------
As previously announced, Grupo Posadas, S.A.B. de C.V. has
launched an offer to purchase for cash any and all of its
outstanding 8-3/4% senior notes due 2011 and a solicitation of
consents from the holders of the notes, upon the terms and
subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation Statement dated March 17, 2008, and in the
related Consent and Letter of Transmittal.  Pursuant to the
Tender Offer and Consent Solicitation, as of 5:00 p.m., New York
City time, on March 28, 2008, a majority in aggregate principal
amount of the company's outstanding notes had been tendered and
not withdrawn.  In addition, as of March 28, 2008, the company
had obtained consents to the Proposals from holders of notes
representing a majority in principal amount of the outstanding
notes.

The Tender Offer will expire at 12:00 midnight, New York City
time, on Friday, April 11, 2008, unless extended or earlier
terminated.  Registered holders of the notes who validly tender,
and do not validly withdraw their notes after 5:00 p.m., New
York City time, on March 28, 2008, and prior to 12:00 midnight,
New York City time, on April 11, 2008, will receive only the
Offer Price, and will not be eligible to receive the total
consideration.

The total consideration offered for notes validly tendered and
not validly withdrawn pursuant to the Tender Offer shall be
US$1,050 per US$1,000 principal amount of such notes.  The total
consideration includes a consent payment of US$15.00 per
US$1,000 principal amount of such notes.  The total
consideration minus the consent payment is referred to as the
"Offer Price."

In connection with the Tender Offer, the company intends to
issue senior unsecured floating rate and fixed rate notes due
2013 and 2018 in the form of Certificados Bursatiles under
applicable Mexican law, to be registered and listed exclusively
in Mexico through the Mexican Stock Exchange (new notes).  The
company is currently in the process of registering the new notes
before the National Securities Registry of the Mexican
Securities and Banking Commission, and expects this registration
to occur before April 11, 2008.  The company intends to use the
proceeds from the offering of the new notes and other sources of
funding to consummate the Tender Offer.

The obligation of the company to accept for payment and to pay
for any notes validly tendered pursuant to the Tender Offer is
conditioned upon (1) the execution by the company, certain
subsidiaries of the company who have guaranteed the notes and
The Bank of New York, as trustee, New York paying agent,
registrar and New York transfer agent, under the indenture dated
as of Oct. 4, 2004 under which the notes were issued, of a
supplemental indenture implementing the proposed amendments to
the Indenture pursuant to the terms of the Indenture, (2) there
having been validly tendered and not validly withdrawn prior to
12:00 midnight, New York City time, on April 11, 2008, not less
than a majority in aggregate principal amount of the notes
outstanding under the Indenture, excluding notes owned by the
company or any of its affiliates, (3) the receipt by the company
of proceeds from the issuance of the new notes on terms and
conditions satisfactory to the company and in an amount that,
together with other sources of funding, would be sufficient to
consummate the Tender Offer, (4) the amendment and restatement
of the US$80,000,000 amended and restated credit agreement dated
Nov. 10, 2006, among the company, certain of the company's
subsidiaries named therein, as guarantors, ING Capital LLC, as
administrative agent, and the lenders listed on schedule 1.1(a)
thereto (and any subsequent lenders, to the extent they are
lenders as of such time), so as to waive, delete or eliminate,
among other provisions, any section thereof requiring pari passu
payment of indebtedness under such
agreement along with the notes, becoming effective prior to
12:00 midnight, New York City time, on April 11, 2008, and (5)
satisfaction of the other conditions to the Tender Offer and
Consent Solicitation set forth in the Offer to Purchase.

The company has engaged Credit Suisse Securities (USA) LLC to
act as the Dealer Manager and Solicitation Agent in connection
with the Tender Offer and Consent Solicitation, and D.F. King &
Co., Inc. to act as the tender agent and information agent for
the Tender Offer and Consent Solicitation.

Any questions or requests for assistance regarding the Tender
Offer and Consent Solicitation may be made to:

   Dealer Manager and Solicitation Agent, Credit Suisse,
   Attention: Liability Management Group
   Tel. numbers: (800) 820-1653 or (212) 538-0652.

Questions or requests for assistance or additional copies of the
Offer to Purchase and the related Letter of Transmittal may be
directed to:

   Information Agent, D.F. King & Co., Inc.
   Tel. numbers: (800) 290-6429 (toll free) and
                      (212) 269-5550 (collect).

Copies of the Offer Documents are also available at the offices
of the Luxembourg Listing Agent, Paying Agent and Transfer Agent
for the notes:

   The Bank of New York (Luxembourg) S.A.,
   Aerogolf Center, 1A, Hoehenhof,
   L-1736 Senningerberg, Luxembourg.

Grupo Posadas SA de CV (BMV: POSADAS) -- http://www.posadas.com
-- is the largest hotel operator in Mexico, specializing for
over 37 years in providing high-quality hotel services aimed at
covering the specific needs of its hotel customers, currently
operates 102 hotels and approximately 18,800 rooms in some of
the most important and most highly visited urban and coastal
destinations in Mexico, the United States and South America.  
Grupo Posadas
operates under its Aqua, Fiesta Americana Grand, Fiesta
Americana, Fiesta Americana Vacation Club, Fiesta Inn, One
Hotel, Caesar Park, Caesar Business and The Explorean brands in
Brazil, Argentina and Chile.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 22, 2007, Fitch Ratings upgraded the foreign currency and
local currency Issuer Default Ratings of Grupo Posadas, S.A.B.
de C.V. as well as the issue rating on Posadas' US$225 million
senior notes due 2011 to 'BB' from 'BB-'.  Fitch has also
upgraded the national scale rating of Posadas to 'A+(mex)' from
'A(mex)' including MXN250 million 'Certificados Bursatiles'
issuance due 2009.  Fitch's rating outlook is stable.



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

BANCOLOMBIA: Supreme Court Suspends Superior Court's Ruling
-----------------------------------------------------------
On March 28, 2008, the Civil Chamber of the Colombian Supreme
Court of Justice temporarily suspended the decision of the
Tribunal Superior de Bogota dated Feb. 26, 2008, that annulled
an award granted by an arbitral tribunal in March 30, 2006
(Arbitral Award) requiring Mr. Jaime Gilinski to pay
COP63,216,447,152 to Bancolombia S.A.  This amount included
accrued interest and adjustments for inflation.

The arbitral tribunal that granted the Arbitral Award, had ruled
in favor of Bancolombia, and the validity and enforceability of
a guaranty granted by the former Banco de Colombia S.A. for
payment of specific contingencies and liabilities, the value of
which is now US$30 million.  Bancolombia had filed the
complaint, in the context of the merger between Banco de
Colombia S.A. and Bancolombia.

In a decision dated Feb. 26, 2008, the Superior Court annulled
the Arbitral Award, based solely on procedural matters.  The
Supreme Court temporarily suspended the Superior Court decision,
rejecting the Superior's Court reasoning and holding that an
annulment of the Arbitration Award violated the constitutional
rights of Bancolombia.

Bancolombia will continue to enforce its rights and those of its
shareholders before the competent forums.  Bancolombia will
continue to defend the validity and the transparency of the
actions of the bank and its officers in the acquisition of Banco
de Colombia S.A. and the subsequent merger.

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.


BANCOLOMBIA: Unit Eyes Up to 33 Transactions This Year
------------------------------------------------------
Bancolombia's investment banking unit Banca de Inversion
Bancolombia's President Rodrigo Velasquez told Business News
Americas that the unit aims to have up to 33 transactions this
year.

BNamericas relates that Banca de Inversion had 24 transactions
of over COP14 trillion in 2007, compared to 20 deals for
COP4.4 trillion in 2006.  Much of the unit's activity last year
was  from initial public offerings, which accounted for
COP6.8 trillion.  The star project in 2007 was the initial
public offering of a 10.1% stake of Ecopetrol, which raised some
US$2.8 billion.

Mr. Velasquez told BNamericas that the Ecopetrol share offer
split the history of Colombia's stock exchange in two, as it
added over 500,000 Colombians to its ownership.

BNamericas notes that increased activity increased Banca de
Inversion's fee income to COP21.7 billion last year.

Mr. Velasquez commented to BNamericas, "Last year was
exceptionally good in terms of fees thanks to complex project
finance transactions and the IPOs [initial public offerings] of
these state-owned companies."

Banca de Inversion wants an up to COP25 billion fee income in
2008, BNamericas says, citing Mr. Velasquez.

The report says that merger and acquisition deals accounted for
COP6.5 trillion for Banca de Inversion last year, with the
takeover of local retail chain Almacenes Axito by French
supermarket retailer Casino Guichard and Bancolombia's purchase
of El Salvador's Banco Agricola as the largest deals.

Mr. Velasquez told BNamericas that Banca de Inversion is
advising major local groups from the financial, foods, chemical,
plastics and pharmaceutical sectors to try the Central American
and Peruvian markets.  Banca de Inversion is seeing increased
interest by private equity groups, Brazilians, Chileans, and
Peruvians in making purchases in the Colombian market.

"We believe the level of M&A [merger and acquisition] in
Colombia will be higher this year despite tough economic
conditions and the availability of financing and market
volatility seems to point in the opposite direction," Mr.
Velasquez commented to BNamericas.

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.



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

FLOWSERVE: S&P Changes Outlook to Positive; Holds BB- Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Flowserve Corp. to positive from stable.  At the same time, S&P
affirmed all ratings, including the 'BB-' corporate credit
rating.
     
"The outlook revision reflects the improved credit quality
resulting from Flowserve's progress in alleviating certain
regulatory and investigative issues while achieving good
operating performance and maintaining financial discipline,"
said Standard & Poor's credit analyst John R. Sico.

S&P could raise the rating one notch in the near term if these
conditions continue absent any significant debt-funded
acquisition or large shareholder-friendly cash uses.
   
The ratings on Irving, Texas-based Flowserve, a manufacturer of
engineered pumps, valves, and mechanical seals, reflect the
company's satisfactory business risk profile and somewhat
aggressive financial risk profile.  The financial risk stems
partially from the company's past debt-financed acquisitions,
and has been mitigated somewhat by the resolution of certain
legal and investigatory issues.  Management has focused on
managing debt and improving internal cash generation, resulting
in better credit metrics.  Meanwhile, the company's end markets
are good, with the oil and gas markets robust, and should
sustain over the intermediate term.
   
S&P could raise the ratings by one notch in the near term if
Flowserve maintains acquisitive and financial discipline.  Given
its geographic and product diversity, along with its substantial
aftermarket business, Flowserve should maintain its strong
internal cash generation.  Current managers have demonstrated
financial discipline by keeping debt reduction a priority, to
the benefit of credit measures.  S&P could lower the ratings if
management's financial policies and the company's performance
deteriorate beyond current expectations.

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


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

PETROECUADOR: Seeking Bids for Oriente & Napo Crude
---------------------------------------------------
Petroecuador is seeking bids for the sale of 7.92 million
barrels of Oriente crude and 1.44 million barrels of Napo crude.

Dow Jones Newswires relates that Petroecuador will sell Oriente
crude in 11 cargoes of 720,000 barrels each and Napo in two
cargoes of 720,000 barrels each.  The crude will be delivered in
May and June.

Petroecuador will accept offers for the crude until April 4, Dow
Jones states.

Headquartered in Quito, Ecuador, Petroecuador --
http://www.petroecuador.com.ec-- is an international oil
company owned by the Ecuador government.  It produces crude
petroleum and natural gas.

                           *     *     *

In previous years, Petroecuador, according to published reports,
was faced with cash-problems.  The state-oil firm has no funds
for maintenance, has no funds to repair pumps in diesel,
gasoline and natural gas refineries, and has no capacity to pay
suppliers and vendors.  The government refused to give the much-
needed cash alleging inefficiency and non-transparency in
Petroecuador's dealings.  In 2008, a new management team was
appointed to turn around the company's operations.



=========
H A I T I
=========

DYNCORP INT'L: Expands US Training Contract to Haiti & Liberia
--------------------------------------------------------------
DynCorp International Inc. is expanding its work under its
Civilian Police contract with the United States State Department
to include new training missions in Haiti and Liberia.  The
expanded work has a value of more than US$7 million.

Under the Haiti Stabilization Initiative task order, DynCorp
International will provide training support for up to 444
Haitian National Police.  The task order includes DynCorp
International procurement of the Haitian police force’s basic
and specialized non-lethal equipment, vehicles and
communications equipment.  The value of this work is US$3
million.  The company has also been tasked to refurbish the main
police station in Cite Soleil.  This station will function as
the primary location for this new specialized unit.  The
refurbishment work will be more than US$600,000.

In Liberia DynCorp International will also train and equip up to
500 Liberian National Police members who will establish an
Emergency Response Unit with the United Nations Police and the
United Nations Mission in Liberia.  To support the unit, the
company will also undertake new building construction and the
renovation of existing LNP facilities.  The value of this work
is US$3.5 million.

The award in Liberia follows DynCorp International’s successful
work of training a professional army for the Ministry of
National Defense in Liberia under its Security Sector Reform
program with the State Department.

                   About DynCorp International

DynCorp International Inc. -- http://www.dyn-intl.com/-- (NYSE:  
DCP) through its operating company DynCorp International LLC, is
a provider of specialized mission-critical technical services,
mostly to civilian and military government agencies.  It
operates major programs in law enforcement training and support,
security services, base operations, aviation services and
operations, and logistics support worldwide.  Headquartered in
Falls Church,
Virginia, DynCorp International LLC has approximately 15,000
employees worldwide including Haiti.

                        *     *     *

DynCorp still carried Standard and Poor's BB- rating assigned on
June 15, 2006.  S&P said the outlook is stable.



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

AMERICAN AXLE: Likely to Outsource Work if Union Talks Fail
-----------------------------------------------------------
American Axle & Manufacturing Holdings Inc.'s Chief Executive
Officer Richard Dauch berated United Auto Workers union
representatives for the work stoppage that has caused a chain
reaction in the U.S. auto industry, Tom Walsh of the Detroit
Free Press reports.  The CEO added that the auto parts
manufacturer may end up outsourcing its manufacturing division
if talks with the UAW negotiations fail.

CEO Dauch said that the company has the right to outsource its
work since they have facilities all over the globe -- Mexico,
South America, Europe, and Asia, Mr. Walsh recounts.  Mr. Dauch
added that Axle will not be forced into bankruptcy.

Since the resumption of talks between Axle and UAW on March 13,
2008, as reported in the Troubled Company Reporter, the
discussions have been on and off, Mr. Walsh relates.

Axle spokeswoman Renee Rogers said letters were sent informing
workers, who were laid off before the strike, to come back to
work, The Associated Press reports.  If not, she added, these
workers could lose benefits.

As previously reported in the TCR, labor talks ceased on March
11 after a bargaining that lasted three days failed to produce
results.  Union officials weren't happy with the terms proposed
by the auto parts company.

Axle is demanding wage reductions of up to US$14 an hour as well
as elimination of future retiree health care and defined benefit
pensions for active workers.  Axle, which earned US$37 million
on US$3.25 billion sales in 2007, wanted a deal like those UAW
gave General Motors Corp., Ford Motor Co., Chrysler LLC, and
parts makers Delphi Corp. and Dana Corp., insisting that cutting
labor costs is essential to be competitive.  The auto parts
supplier is asking the union to approve US$20 to US$30 hourly
wage cuts from US$73 per hour to US$27 per hour, arguing that
its original U.S. locations incurred losses for three years.

The March 11 talks would have resolved a strike, which started
Feb. 26, 2008, of the 3,650 employees at master-contract plants
in Michigan and New York.

                     American Axle Statement

As previously reported, according to the company, it is not, and
never has been, an original equipment manufacturer.  AAM is a
Tier 1, Tier 2 and Tier 3 supplier to the automotive industry.  
Yet, 14 years after the company was founded, AAM continues to
work under an uncompetitive OEM-style labor agreement with the
UAW.  

The company disclosed that its "all-in labor costs" at the
original U.S. locations covered by this agreement with the UAW
are approximately 300% of the market rate of its competitors in
the United States.  AAM's UAW-represented facilities currently
affected by the work stoppage are not profitable and have not
been for years.

In formal and informal discussions that have occurred for more
than two years, AAM has presented the UAW with many alternatives
to address the company's need to transition to a market
competitive labor cost structure in the United States.  

AAM has proposed to make a significant financial commitment to
fund retirement incentives, buy-outs and buy-downs to help
associates make the transition to a market competitive labor
cost structure.  This is AAM's preferred approach.  This
approach would allow AAM to continue operating at the original
U.S. locations and retain significant employment at these UAW-
represented facilities.

If a market competitive labor cost structure cannot be attained
at the original U.S. locations, AAM has advised the UAW that it
will consider additional capacity rationalization initiatives.  

                     Strike Impact on Automakers

GM has about 29 facilities affected by the strike at Axle as the
supplier attempts to negotiate with the union.  GM president and
COO Frederick Henderson said GM won't meddle in the labor
dispute between AAM and the UAW.  

As reported in the TCR on March 27, 2008, the month-long work
protest of union members at Axle is taking its toll on GM,
threatening the automaker's brake part plant in Lordstown, Ohio,
which has 2,400 workers.

Chrysler LLC is temporarily closing its vehicle assembly
facility in Newark, Delaware as the strike among UAW union
members at AAM  stretches.  AAM supplies Chrysler components for
the Dodge Durango and Chrysler Aspen sport utility vehicles in
Newark and two versions of the Dodge Ram pickup made in
Saltillo, Mexico.

                        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 on March 24, 2008,
Standard & Poor's Ratings Services placed the ratings on
American Axle & Manufacturing Holdings Inc. (BB/Watch Neg/--)  
on CreditWatch with negative implications to reflects S&P's
decision to review the ratings in light of the extended American


ASARCO LLC: Bankruptcy Court OKs Chapter 11 Interim Procedures
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas today approved ASARCO LLC’s proposed interim procedures
for selecting a plan sponsor and exiting chapter 11.  The
company may now proceed with the proposed bidding for its assets
over the objection of its parent company, Grupo Mexico.

"The judge found the procedures to be fair, reasonable and
appropriate and designed to maximize the value of ASARCO LLC’s
estate," said ASARCO President and Chief Executive Officer,
Joseph F. Lapinsky.  "The order entered today by the Bankruptcy
Court clearly demonstrates that the press release Grupo Mexico
issued on March 20, 2008 contained a description of the court’s
action that was untrue."

The company said the Bankruptcy Court’s Order:

   * Approves a process and bid procedures designed to identify
     a potential acquirer of the company and to maximize the
     value of ASARCO LLC’s assets.

   * Permits bidding to proceed in accordance with ASARCO LLC’s
     proposed procedures, regardless of whether Grupo Mexico
     elects to participate in that bidding process.

   * Preserves the rights of all parties to object to any
     bidding procedures in a final hearing to be conducted after
     the selection of a plan sponsor under the terms of the
     Court-approved bid procedures.

The approved bidding procedures are detailed in an attachment to
the court’s order.

The company noted that Grupo Mexico, along with all other
potential plan sponsors, is encouraged to participate in the
bidding in order to maximize recoveries for parties in interest.  
However, Grupo Mexico’s suggestion that the Court has blessed
its efforts to present a plan outside of the bidding process is
inaccurate.

Contrary to Grupo Mexico’s earlier release, the order does not
address the issue of what role, if any, an examiner may play in
the bidding proceedings.

                          About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/
-- is an integrated copper mining, smelting and refining
company.  Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  
The Company filed for chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq.,
Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker
Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A.
Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden,
Womble & Culbreth, P.C., represent the Debtor in its
restructuring efforts.  Lehman Brothers Inc. provides the ASARCO
with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the
Official Committee of Unsecured Creditors and David J. Beckman
at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed US$600 million in total assets and
US$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-
20521 through 05-20525).  They are Lac d'Amiante Du Quebec Ltee,
CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304),
Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex.
Case No. 05-21346) also filed for chapter 11 protection, and
ASARCO has asked that the three subsidiary cases be jointly
administered with its chapter 11 case.  On Oct. 24, 2005,
Encycle/Texas' case was converted to a Chapter 7 liquidation
proceeding.  The Court appointed Michael Boudloche as
Encycle/Texas, Inc.'s Chapter 7 Trustee.  Michael B. Schmidt,
Esq., and John Vardeman, Esq., at Law Offices of Michael B.
Schmidt represent the Chapter 7
Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

The Court gave the Debtors until April 11, 2008, to file a plan
of reorganization.


CLEAR CHANNEL: Trial on Financing of Merger Set for April 8
------------------------------------------------------------
A full trial on a temporary restraining order issued by a Texas
court to force financiers of the proposed acquisition of Clear
Channel Communications Inc. to honor a financing deal is set on
April 8, 2008.

As reported in the Troubled Company Reporter-Europe on March 28,
2008, District Court Judge John D. Gabriel of Bexar County,
Texas, on March 26, awarded a Temporary Restraining Order in
favor of Clear Channel.

Judge Gabriel ordered that the banks, among other things, must
not “interfere with or thwart consummation of the Merger
Agreement” by:

     1) refusing to fund the Merger transaction,

     2) insisting on terms that are inconsistent with the
        Commitment Letter, or

     3) refusing to act in good faith in the drafting of
        definitive loan documents.

Clear Channel, jointed by CC Media Holdings, Inc., a unit of
Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC,
sued the banks who had committed to financing the debt connected
to their US$26 billion merger for tortious interference on
March 26, 2008.

The lawsuit alleges that the banks are "refusing to execute
necessary documents in an overt effort to 'run out the clock'
and cause [their] merger agreement to collapse" and are
"fabricating false reasons to refuse to proceed with the
transaction – all in an effort to deprive Plaintiffs’ of their
vested contractual rights under the Merger Agreement which
Defendants know must close by June 12, 2008."

Adding that the opportunity for CC Media Holdings to acquire
Clear Channel is "uniquely valuable and irreplaceable", the suit
further claims that the banks' recent actions create
"immeasurable damages exceeding the parties' agreement for US$26
billion".

The defendants are Citigroup, Morgan Stanley, Credit Suisse,
RBS, Wachovia, and Deutsche Bank.

                       About Bain Capital

Boston, Massachussetts-based Bain Capital Partners LLC --
http://www.baincapital.com/-- is a private investment firm with
approximately US$40 billion in assets under management.  Its
family of funds includes private equity, venture capital, public
equity and leveraged debt assets.  Absolute Return Capital LLC
is the global macro affiliate of Bain Capital. Bain Capital
Private Equity has raised nine funds and invested in more than
200 companies.  Bain Capital (Europe) Limited, an affiliate, is
dedicated to investment opportunities in the European market.
Bain Capital Venture Partners LLC is the venture capital arm of
Bain Capital.  Sankaty Advisors LLC, the credit affiliate of
Bain Capital LLC, is a private manager of high-yield debt
obligations.

In October 2006, Michaels Stores Inc. announced the completion
of its merger with affiliates of Bain Capital Partners LLC and
The Blackstone Group.  As a result, Bain Capital Partners LLC
and Blackstone own equal stakes in Michaels, and funds
affiliated with Highfields Capital Management own a minority
stake.

                     About Thomas Lee Partners

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

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

                       About Clear Channel

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media and
entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays.
Outside the United States, the company has operations in France,
Italy, Spain and the United Kingdom, Australia, China, and
Mexico.

                        *     *     *

As reported in the Troubled Company Reporter-Europe on March 31,
2008, Standard & Poor's Ratings Services said its ratings on
Clear Channel Communications Inc., including the 'B+' corporate
credit rating, remain on CreditWatch with negative implications.  
S&P originally placed them on CreditWatch on Oct. 26, 2006,
following the company's announcement that it was exploring
strategic alternatives to enhance shareholder value.  The
company's proposed leveraged buyout, led by Thomas H. Lee
Partners L.P. and Bain Capital Partners LLC, received FCC
approval on Jan. 24, 2008.

As reported in the Troubled Company Reporter-Europe on March 28,
2008, in line with previous guidance, Fitch Ratings stated that
Clear Channel's 'BB-' Issuer Default Rating and Senior Unsecured
Ratings would remain in place if the going-private transaction
is not completed.

Similarly, Moody's Investors Service's said that the company's
ratings remain under review for possible downgrade pending
closing of the acquisition.  Moody's will continue to monitor
developments in order to assess the likelihood that the
transaction will close.  Moody's had previously stated in
December 2007 that it would likely downgrade the company's
Corporate Family Rating to B2 when its change of control is
completed.  


DEUTSCHE: Moody's Puts Ba2 Rating on Class B Loan Certificates
--------------------------------------------------------------
Moody's de Mexico S.A. de C.V. has assigned a rating of Baa1
(Global Scale, Local Currency) and a rating of Aaa.mx (Mexican
National Scale) to the Class A-1 and Class A-2 certificates and
a rating of Ba2 (Global Scale, Local Currency) and A2.mx
(Mexican National Scale) to Class B certificates of the Mexico
Auto Loan Trust, Deutsche Bank Irrevocable Trust F/781 that were
issued by Deutsche Bank Mexico, S.A. Institucion de Banca
Multiple, Division
Fiduciaria, acting solely in its capacity as trustee.

Interest and principal to certificate holders will be primarily
payable with cash flow from vehicle loan contracts originated by
the Mexican financial arm of a car manufacturer and assigned to
the trust, which was established under the laws of Mexico.

The ratings are based upon the credit quality of the pool, and
credit enhancement in the form of subordination,
overcollateralization, a reserve fund, and a yield supplement
account.

The complete rating action:

Issuer: Deutsche Bank Mexico, S.A. Institucion de Banca
Multiple, Division Fiduciaria, acting solely as trustee.

Mexico Auto Loan Trust, Deutsche Bank Irrevocable Trust F/781

  -- Class A-1 Notes in an amount of MXN1,685,920,000 rated Baa1
     (Global Scale, Local Currency) and Aaa.mx (Mexican National
     Scale).

  -- Class A-2 Notes in an amount of MXN947,290,000 rated Baa1
     (Global Scale, Local Currency) and Aaa.mx (Mexican National
     Scale).
  
  -- Class B Notes in an amount of MXN266,060,000 rated Ba2
     (Global Scale, Local Currency) and A2.mx (Mexican National
      Scale).


INTERNATIONAL RECTIFIER: NYSE Grants 3-Month Listing Extension  
--------------------------------------------------------------
International Rectifier Corporation received a three-month
extension for continued listing and trading on the New York
Stock Exchange.  The extension, which is subject to reassessment
by the NYSE on an ongoing basis, provides the company until
June 17, 2008, to file its Annual Report on Form 10-K for the
year ended June 30, 2007, with the Securities and Exchange
Commission.

The NYSE has advised the company that it will closely monitor
the company's progress regarding the completion of its June 30,
2007, Annual Report.  If the company does not complete and file
the Annual Report by June 17, 2008, the company can once again
be reassessed by the NYSE for an additional trading period of up
to three additional months.

The delay in the company's June 30, 2007, Annual Report arises
from the investigation being conducted by the Audit Committee of
the company's board of directors, and the reconstruction and
restatement of financial statements and other matters.  

The company's shares remain listed on the NYSE, and the company
is working diligently to file its Annual Report on Form 10-K for
the fiscal year ended June 30, 2007, in compliance with the
June 17, 2008, date established by the NYSE.

                  About International Rectifier

Based in El Segundo, California, International Rectifier
Corporation (NYSE:IRF) -- http://www.irf.com/-- is a designer,      
manufacturer and marketer of power management product devices,
which use power semiconductors.  The company's products are used
in a variety of end applications, including computers,
communications networking, consumer electronics, energy-
efficient appliances, lighting, satellites, launch vehicles,
aircraft and automotive diesel injection.  Its products consist
of Power Management Integrated Circuits (Power Management ICs),
Power
Components and Power Systems.  It summarizes its segments in two
groups: Focus Products and Non-Focus Products.  The company has
manufacturing facilities in the U.S., Mexico, United Kingdom,
Germany and Italy; and has subsidiaries in Japan and Singapore.

                         *     *     *

As reported in the Troubled Company Reporter on March 25, 2008,
On March 17, 2008, International Rectifier Corp. and the
Revolver Banks, certain lenders and JPMorgan Chase Bank National
Association, entered into Amendment No. 5 to the Revolving
Agreement, pursuant to which the term of the Amendment Period
was extended on substantially identical terms as the Fourth
Amendment) through July 31, 2008.


MERISANT COMPANY: Moody's Rates US$245 Million Loans at B3
----------------------------------------------------------
Moody's Investors Service rated Merisant Company's proposed new
US$35 million bank revolving credit agreement and US$210 million
bank term loan at B3.  The new bank facilities will replace the
existing US$35 million revolving credit agreement and
approximately US$206 million in outstanding bank term loans,
whose ratings will be withdrawn when the new facilities are
executed.  Moody's affirmed Merisant's other ratings, including
its corporate family rating of Caa3 and its probability of
default rating of Caa3.  The rating outlook remains stable.

Rating assigned

Merisant Company

     -- New US$35 million senior secured revolving credit
        agreement at B3 (LGD2,16%)

     -- New US$210 million senior secured term loans at B3
        (LGD2,16%)

Ratings affirmed:

Merisant Worldwide, Inc.

     -- Corporate family rating at Caa3

     -- Probability of default rating at Caa3

     -- US$137 million senior subordinated discount notes
        maturing May 2014 at Ca (LGD6,91%)

Merisant Company

     -- US$35 million first lien senior secured revolving credit
        expiring in January 2009 at B3 (LGD2,16%)

     -- US$190 million first lien senior secured Term Loan B
        maturing in January 2010 at B3 (LGD2, 16%)

     -- US$15.7 million (original EU 50 million) 1st lien senior
        secured Term Loan A maturing in January 2009 at B3
        (LGD2, 16%)

Rating affirmed, and LGD % revised

Merisant Company

     -- US$225 million senior subordinated notes maturing in
        July 2013 at Ca (LGD4). LGD % to 63% from 65%

The new bank facilities, like the existing ones, will be senior
secured obligations.  Borrower will likewise be Merisant
Company, with guarantees from holding company Merisant Worldwide
and Merisant Company's direct and indirect domestic subsidiaries
and material foreign subsidiaries.  Security will be a first
priority lien on capital stock of Merisant Company, and
substantially all of the personal property assets of Merisant
Company and each guarantor (limited to 65% for first tier
foreign subsidiaries).  The proposed new revolving credit
agreement will expire in January 2012, and the new term loan
will mature in January 2013; this lengthening of maturities is a
credit positive.  However, the maturities of the new bank
facilities will be accelerated to the earliest date on or after
April 15, 2009, if the holding company or Merisant Company would
not be permitted by the terms of any indebtedness to make the
next scheduled cash payment of interest on the holding company's
senior subordinated discount notes due 2014, whose interest will
no longer be pay-in-kind as of May 2009.

The affirmation of Merisant's existing ratings is based on the
greater stability in the company's operating performance.  
Reported operating profit margin in each of the first three
quarters of fiscal 2007 was stronger than in the same period in
the prior year, even when excluding US$30 million in other
income in the second quarter of fiscal 2007.  Profitability has
benefited from supply chain programs to streamline manufacturing
and from the introduction of new products such as Sweet
Simplicity(R).  Cost structure has also been helped by the
current excess of global aspartame supply.  Further cost savings
and the leveraging of manufacturing capacity through the
production of private label goods represent opportunities to
enhance profitability, while greater international expansion
could boost sales over the intermediate term.  Merisant is
anticipated to be able to fund working capital, capital
expenditures, and modest term debt repayments with cash on hand
(US$51 million at Dec. 31, 2007), its US$35 million revolving
credit agreement, and modest operating cash flow.

Merisant's Caa3 corporate family rating reflects the company's
very heavy debt burden relative to its earnings and cash flow
and the likelihood, in Moody's view, that the company might need
to further restructure its debt in order to be able to meet
fierce competition and to invest in growth opportunities.

The rating outlook is stable, given that the current corporate
family rating adequately captures debt recovery expectations for
the enterprise.

Headquartered in Chicago, Merisant Worldwide, Inc. is a leading
global producer and marketing of low-calorie tabletop
sweeteners. Its premium-priced brands are Equal and Canderel,
which are sweetened with aspartame. Merisant has an estimated
21% dollar share of the global retail market for low-calorie
tabletop sweeteners, and sales of approximately $290 million for
the fiscal year ended December 31, 2007.

The company also has offices in Mexico City and Switzerland.


PROPEX INC: Wants to Implement Employee Incentive Plan
------------------------------------------------------
Propex Inc. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Eastern District of Tennessee to
implement the Propex Employee Incentive Program.

Many of the Debtors' employees have developed valuable
institutional knowledge regarding relationships that are
critical to the Debtors' successful operations, Henry J. Kaim,
Esq., at King & Spalding, LLP, in Houston, Texas, states.  
Likewise, a large portion of the Debtors' workforce holds highly
skilled and critical industry-specific positions necessary to
run the Debtors' day-to-day businesses.

The Debtors state that the successful management of their
ongoing business activities depends on maintaining a consistent,
focused, and enthusiastic effort by their employees and others.  
However, Mr. Kaim says the Debtors' employees are currently
without any incentive compensation opportunity due to the lack
of an approved bonus program for 2008 and beyond.  Because of
this, the Debtors believe that their employees are likely to
experience increased employee distraction and, consequently,
reduced efficiency and productivity and uncontrolled attrition.

Mr. Kaim says the Incentive Program has been carefully
structured to balance the need to motivate and provide
appropriate market-competitive compensation to the Debtors'
workforce, while at the same time ensuring that the estates
receive enhanced value in exchange for payments made under the
Incentive Program.

The Incentive Program consists of (i) a "Rank and File" Bonus
Program, and (ii) a Key Employee Incentive Plan.  The core
components of the Incentive Program require the achievement of
certain levels of earnings before interest, taxes, depreciation,
and amortization for the Debtors before payments will be made.

                       Rank and File Plan

The Rank and File Plan is the historical standard annual bonus
program that is put in place each year and provides an incentive
compensation opportunity for all employees, from executives down
to plant workers.  The proposed Rank and File Program
essentially mirrors the Rank and File bonus programs established
in 2006 and 2007, Mr. Kaim says.

For 2008, the Rank and File Program has a minimum EBITDA
threshold of US$35,000,000.  Bonuses payable under this program
range from US$2,200,000 for EBITDA of US$35,000,000 to
US$4,300,000 for EBITDA of US$44,000,000.  The average amount
that an employee will receive will be between US$1,165 and
US$2,280 depending on EBITDA.

All bonus payments due under the Rank and File Program will be
made upon completion of the 2008 audit, expected to be completed
around March 31, 2009, except that if the company earns
US$35,000,000 of year to date EBITDA by November 30, 2008, bonus
payments will be paid on December 20, 2008.  All remaining bonus
payments due will be paid around March 31, 2009.

                 Key Employee Incentive Plan

The KEIP is a program that provides incentives to key employees
integral to maintaining operational stability, driving
profitability, and managing the Debtors' bankruptcy cases.

The KEIP provides for a cash-only award contingent upon the
achievement of certain financial performance thresholds.  KEIP
payments are separate from the payments made under the Rank and
File Program although participants in the KEIP are also eligible
for payments under the Rank and File Program.

The Debtors have identified 45 senior employees who will be
eligible to participate in the KEIP.  The key employees under
the KEIP are tiered into four categories, with each group (i)
having an ability to earn up to a certain percentage of base
salary depending on EBITDA performance, and (ii) remaining in
compliance with all covenants contained in the Debtors'
postpetition loan documents.

Group 1 is made up of five of the most senior level executives,
Group 2 has five employees, Group 3 has 17 employees, and
Group 4 has 18 employees.

Up to US$3,500,000 of payments made under the KEIP will be
excluded from Consolidated EBITDA for purposes of testing
financial covenants for the Debtors under the DIP Loan
Documents.  Payments due under the KEIP in excess of
US$3,500,000 will not be paid until the date the Debtors emerge
from bankruptcy, or upon the sale of substantially all of their
assets.  The Debtors' employees are projected to receive amounts
ranging from US$17,000 to US$300,000, based on US$35,000,000
EBITDA.  Amounts are projected to be higher at greater EBITDA
levels.

All payments due under the KEIP are due on the earlier of
March 31, 2009, or the emergence date, except that an interim
payment will be made on April 30, 2009, for participants of
Groups 2, 3, and 4 of the KEIP if the minimum EBITDA threshold
of US$4,600,000 is reached.  

Moreover, to the extent that substantially all of the Debtors'
assets are sold before the outside payment date of March 31,
2008, payments will be made under the KEIP as though target
EBITDA thresholds have been met if year to date EBITDA is at
least at the minimum levels.

                           About Propex

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 also has
manufacturing facilities in Brazil, Mexico, Germany, Hungary and
the United Kingdom.

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

   
PROPEX INC: Court Approves Navigant Capital as Financial Advisor
----------------------------------------------------------------
Propex Inc. and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the Eastern
District of Tennessee to employ Navigant Capital Advisors, LLC,
as their financial advisor, nunc pro tunc to Feb. 6, 2008.

The Court also approved the terms and conditions contained in a
letter of agreement dated Feb. 20, 2008, with respect to  
Navigant's employment, pursuant to Sections 327 and 328 of the
Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy
Procedure.

Navigant is a national financial advisory firm, with seven
offices in the United States, and more than 100 professionals.  
Navigant provides financial advisory services, as well as
execution capabilities, in a variety of areas, including
financial restructuring.  Navigant is an affiliate of Navigant
Consulting, Inc., a publicly traded consulting firm, which
focuses on providing services to companies in various types of
distress, risk or litigation.  Additionally, Navigant's
Financial Restructuring Group has assisted numerous Chapter 11
Debtors in some of the largest and most complex restructuring
matters in the United States, including Beth Israel Hospital
Association of Passaic, among others.

Under the Engagement Agreement, Navigant is expected to:

   (a) assist the Debtors in the preparation and review of
       reports or filings as required by the Court or the Office
       of the United States Trustee, including schedules of
       assets and liabilities, statement of financial affairs,
       mailing matrix, and monthly operating reports; and

   (b) assist the Debtors in other matters requested for and
       agreed upon, consistent with Navigant's expertise.

The Debtors and Navigant have agreed to these compensation
rates:

          Professional                  Hourly Rate
          ------------                  -----------
          Senior Managing Directors     US$545 - US$695
          Managing Directors            US$545 - US$695
          Directors/Senior Advisors     US$475 - US$525
          Associate Directors           US$375 - US$475
          Managing Consultants          US$345 - US$375
          Consultants/Associates        US$235 - US$345
          Paraprofessionals             US$95

Lee McCarter, executive vice president and chief financial
officer of Propex, Inc., states that Navigant is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.  Mr. McCarter adds that Navigant has no
interest materially adverse to the Debtors, their creditors, and
shareholders, on matters for which Navigant is employed.

                           About Propex

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 also has
manufacturing facilities in Brazil, Mexico, Germany, Hungary and
the United Kingdom.

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



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

GRAN TIERRA: Nadine Smith Resigns From Board; Names Audit Chair
---------------------------------------------------------------
Gran Tierra Energy Inc. said that Nadine Smith has resigned from
the Board of Directors effective March 27, 2008.  Ms. Smith
recently became the Chair of the Board of Directors of La Cortez
Energy, Inc., where she will need to devote her time and
efforts.

Nick Kirton, FCA, ICD.D has joined the company's Board of
Directors effective March 27, 2008, and will also assume the
role of Chairperson of the Audit Committee.  Mr. Kirton is a
Chartered Accountant and retired after a thirty-eight year
career at KPMG.  He currently sits on the boards of directors of
four public companies and one private company.  In addition, he
is also a member of the Board of Governors of the University of
Calgary and is a member of the Education and Qualifications
Committee of the Canadian Institute of Chartered Accountants.

Gran Tierra Energy Inc. President and Chief Executive Officer,
Dana Coffield stated, "The Board of Directors wishes to thank
Ms. Smith for her past contribution to the Board of Gran Tierra
Energy and wish her success in her new endeavor.  We look
forward to having the experience and skills of Mr. Kirton as we
continue to grow our international oil and gas company."

Headquartered in Calgary, Canada, Gran Tierra Energy Inc.
(OTCBB: GTRE.OB) -- http://www.grantierra.com/-- is an  
international oil and gas exploration and production company
with substantial interests and prospective properties in
Argentina, Colombia and Peru.

                            *     *     *

In a 10-Q filing dated Nov. 8, 2007 with the U.S. Securities and
Exchange Commission, Gran Tierra Energy Inc.'s management
disclosed that the company's ability to continue as a going
concern is dependent upon obtaining the necessary financing to
acquire, explore and develop oil and natural gas interests and
generate profitable operations from its oil and natural gas
interests in the future.

The company incurred a net loss of US$10,630,571 for the nine
months ended Sept. 30, 2007, and had an accumulated deficit of
US$18,673,955 as at Sept. 30, 2007.  The company expects to
incur substantial expenditures to further its capital investment
programs and the company's existing cash balance and cash flow
from operating activities may not be sufficient to satisfy its
current obligations and meet its capital investment commitments.

To provide financing for Gran Tierra's ongoing operations, the
company said it secured a US$50 million credit facility with
Standard Bank Plc on Feb. 28, 2007, which will provide
additional financing for the company's future operations.  As at
Sept. 30, 2007, the company said it has not drawn-down on this
facility.

The company's intention is to build a portfolio of oil and
natural gas production, development, and exploration
opportunities using the capital raised during 2006, cash
provided by future operating activities and by using the
available credit facility.  However, the company said it may
need to secure additional sources of capital to fund its future
operating activities.


QUEBECOR WORLD: Wants to Employ Three Real Estate Consultants
-------------------------------------------------------------
Quebecor World Inc. and its affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to
employ (a) Prime Locations, LLC, (b) George Comfort & Sons, Inc.
and (c) The CORE Network for various real estate consulting
services, nunc pro tunc to March 1, 2008.

CORE is a non-profit national network of approximately 40 real
estate firms and approximately 1,000 individual brokers and
consultants.  CORE is experienced in representing clients in
numerous aspects of chapter 11 business operations and is well
qualified to represent the Debtors in the Chapter 11 cases.
CORE's national reach enables it to provide services to clients
with real estate interests across the United States.

Prime is affiliated with CORE's network of real estate firms and
is a nationally recognized real estate consulting firm with
extensive and specific experience in valuing portfolios,
negotiating leases, effecting sales of assets in Chapter 11 and
Chapter 7 cases, reduction of landlord claims and expert
testimony.

Comfort is a national real estate firm, with extensive knowledge
of the Debtors' real estate portfolio and vast experience in
maximizing value and minimizing liabilities related to leased
and owned properties.

Under Work Authorization #1, the RE Consultants will prepare a
Real Market Valuation report setting forth the market rent or
market value for 96 sites identified by the Debtors.  The
Valuation Services will include, as appropriate:

  (a) review of all applicable leases, lease summaries, charts,
      deeds, title documents and related documents provided by
      the Debtors;

  (b) communications with real estate professionals and retail
      operators knowledgeable with respect to the locations of
      the Debtors' sites;

  (c) determination of the market value and market rent for each
      site; and

  (d) determination of the marketability, financing and
      disposition potential of the sites based on an analysis of
      the market and documents provided by the Debtors.

With respect to Work Authorization #2, the services to be
provided by the RE Consultants relate to lease negotiations and
modifications, and, to the extent advisable, arranging for sales
of certain of the Debtors' leasehold and fee interests.  The
Restructuring Services will include:

  (i) re-negotiating certain of the Debtors' leases;

(ii) selling certain leasehold interests and fee interests; and

(iii) locating and negotiating leases for replacement locations
      for existing leases.

The Debtors have determined that the joint retention of CORE,
Prime and Comfort will enable them to undertake a restructuring
of their real estate interests quickly and efficiently, and that
access to more than one professional firm will increase the
speed with which the Debtors can undertake an analysis of their
real estate interests and begin to make decisions regarding
restructuring or disposing of certain assets.

According to Michael Canning, Esq., at Arnold & Porter LLP, in
New York, the need for multiple real estate advisors arises in
large part from the fact that the Debtors have a large number of
geographically dispersed real estate holdings, and the Debtors
believe that there is little risk of duplication of effort by
CORE, Prime and Comfort.  Nevertheless, the Debtors are mindful
of concerns with respect to duplication of efforts when multiple
professionals are retained.  In this regard, the Debtors, CORE,
Prime and Comfort have agreed to communicate regularly and work
closely to ensure that no such duplication occurs and, in all
events, the Debtors will only be responsible for one fee in
connection with each transaction.

The Debtors and the RE Consultants have negotiated separate
compensation arrangements for each of the Valuation Services and
the Restructuring Services.

For the Valuation Services, the RE Consultants will charge the
Debtors US$250 for each of the 96 locations to be the subject of
the Real Market Valuation report, for a total fee of US$24,000.  
This fee will be a comprehensive fee for the Valuation Services,
with the exception of any travel expenses incurred by the RE
Consultants on account of visits to the Debtors at their offices
or elsewhere at the Debtors' request.

As compensation for the Restructuring Services, the RE
Consultants will receive fees based on value realized from
successful transactions:

  (a) 5% of the first US$200,000 in savings realized from
      each lease renegotiation and 4% of any savings in excess
      of $200,000 realized from the lease renegotiation;

  (b) 5% of the first US$200,000 in cash proceeds realized from
      the sale of a leasehold interest and 4% of any cash
      proceeds in excess of US$200,000 realized from the sale of
      the leasehold interest;

  (c) 5% of the first US$200,000 of gross cash proceeds realized
      from the sale of a fee interest and 4% of any gross cash
      proceeds in excess of US$200,000 realized from the sale of
      the fee interest; and

  (d) a flat fee of US$2,500 if the RE Consultants are
      successful in arranging, at the express request, and to
      the satisfaction of, the Debtors, a transaction where the
      additional value is unquantifiable, such as an option to
      purchase, extend or terminate a lease.

The RE Consultants will not be entitled to any fee in the event
that the Debtors reject a leasehold interest or do not realize
savings or cash proceeds.  The Debtors believe that the fee
structure will be beneficial to their estates because the
ability of the RE Consultants to earn a fee of 4% on all savings
realized above US$200,000 creates a strong incentive for the RE
Consultants' professionals to maximize the Debtors' savings in
each restructuring or asset disposition.

With respect to both the Valuation Services and the
Restructuring Services, the fees are aggregate fees payable to
the RE Consultants collectively.  In no event will multiple fees
be payable to more than one of the RE Consultants on account of
a single valuation or restructuring transaction.

The parties do not presently contemplate that the RE
Consultants' professionals will be compensated on an hourly
basis, other than in the event it becomes necessary for one of
the RE Consultants' professionals to provide expert testimony in
connection with the RE Consultants' services to the Debtors.  To
the extent that hourly compensation is applicable, the RE
Consultants will be entitled to receive compensation from the
Debtors' bankruptcy estates at these rates:
                                                                           
         Level                         Rate Per Hour
         -----                         -------------
         Managing Directors            US$400 to US$450
         Directors                     US$300 to US$350
         Associates                    US$100 to US$250

According to Mr. Canning, CORE and Dana Pike, senior vice
president of Comfort, have both performed services for the
Debtors in the past.  Mr. Pike holds a longstanding relationship
with the Debtors and is familiar with their business operations
and real estate interests, Mr. Canning adds.  

Mr. Canning assures the Court that none of the RE Consultants
hold any claim against the Debtors on account of any unpaid fees
or unreimbursed expenses.  Prime, Comfort and CORE are each a
"disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code as modified by Section 1107(b),
Mr. Canning asserts.  The RE Consultants do not hold or
represent any interest adverse to the estate that would impair
their ability to objectively perform professional services for
the Debtors in accordance with Section 327, Mr. Canning says.

                     About Quebecor World

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

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

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

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

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

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

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to May 12, 2008.  (Quebecor World Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

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


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

SIMMONS CO: Earns US$6 Million in Fourth Quarter Ended Dec. 29
--------------------------------------------------------------
Simmons Company released operating results for the fourth
quarter and full year ended Dec. 29, 2007.

For the fourth quarter of 2007, net income was US$6.2 million  
compared to a net loss of US$2.8 million for the same period in
2006.  

For 2007, net income was US$23.9 million for 2007 compared to
US$16.6 million for the prior year, exclusive of the gain on the
sale of SCUSA net of related taxes.  

"During the year we gained considerable market share and the
fourth quarter was the eighth consecutive quarter that our sales
growth exceeded the growth rate for the industry," Charlie
Eitel, Simmons chairman and chief executive officer, said.  
"Looking forward, our mid-year 2007 acquisition of ComforPedic
should position us well for further growth in the specialty
bedding area."

"We are starting 2008 in a very challenging retail and
manufacturing environment but we believe our sales momentum,
strong product offerings and keen focus on cost management put
us in position to be successful -- despite a soft economy and
higher raw material costs," Mr. Eitel continued.

As of Dec. 29, 2007, Simmons' working capital as a percentage of
net sales for 2007 was 1.0% compared to 0.7% at the beginning of
the year.  During the fourth quarter, Simmons' total debt, less
cash on hand, decreased by US$35.9 million.  For the fourth
quarter of 2007, Simmons Bedding's leverage ratio decreased to
4.2 from 4.5, as a result of the company's improved financial
performance and debt reduction.

At Dec. 29, 2007, the company's balance sheet showed total
assets of US$1.477 billion, total liabilities of US$1.289
billion and total stockholder's equity of US$0.188 billion.

                      About Simmons Company

Headquartered in Atlanta, Georgia, Simmons Company --
http://www.simmons.com/-- is a mattress manufacturer and  
marketer of a range of products through its indirect subsidiary
Simmons Bedding Company.  Products includes Beautyrest(R),
Beautyrest Black(TM), ComforPedic by Simmons(TM), Natural
Care(TM), BackCare(R), Beautyrest Beginnings(TM) and Deep
Sleep(R).  Simmons Bedding Company operates 21 conventional
bedding manufacturing facilities and two juvenile bedding
manufacturing facilities across the United States, Canada and
Puerto Rico.  Simmons also serves as a key supplier of bedding
to hotel groups and resort properties.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2007,
Standard & Poor's Ratings Services assigned its 'CCC+' debt
rating to Simmons Super Holding Company proposed $275 million
senior unsecured PIK toggle term loan due 2012.  At the same
time, Standard & Poor's lowered its long term corporate credit
rating on Simmons Company to 'B' from 'B+'.  The outlook is
stable.



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

HILTON HOTELS: Tobago Unit to Undergo US$45-Million Repair
----------------------------------------------------------
The Cabinet in Trinidad & Tobago has authorized a US$45 million
face-lift for Hilton Hotels Corp.'s unit in the country, The
Trinidad Guardian reports, citing Trade and Industry Minister  
Keith Rowley.

According to The Guardian, Hilton Tobago has deteriorated to an
extent that it needs a significant injection of state funds.  
The US$45 million fund is part of a government-negotiated deal
to take over full ownership of the Hilton unit.

Hilton Tobago was a major part of Tobago’s economy and the
government, which holds a 49% stake in the hotel, must also
protect the tourism industry in Tobago "by negotiating a new
ownership arrangement in a trade-off against capital injection"
to repair the hotel, The Guardian says, citing Minister Rowley.

Minister Rowley commented to The Guardian, "As the government
intervenes with respect to ownership, the hotel is in such state
of disrepair at the moment that the Cabinet has been advised
that it would require US$45 million worth of immediate
renovation to bring the hotel up to an acceptable standard, not
the least of which is complete renovation of the roof of the
hotel and to bring back some rooms that have been out of
compliance and so on."

The Cabinet had authorized Eteck -- Hilton Trinidad owner and --
to negotiate with the owners of Hilton International, The
Guardian notes, citing Minister Rowley.

Minister Rowley told The Guardian, "Eteck has gone ahead and
initiated those negotiations and as of now we have had some
significant success with respect to the role of the Hilton
International in any new arrangement that would arise out of
government’s involvement to save the situation.  So as the
government takes ownership by negotiation of the project and the
asset, those arrangements of management and lease would be
removed or improved."

Hilton had agreed to a smaller management fee if it decides to
keep Hilton Tobago, The Guardian relates, citing Minister
Rowley.

The Gleaner notes that the Cabinet agreed to authorize Eteck to
continue negotiations with Hilton International principals to
conclude the deal in which the government would buy interest
"with respect to the rest of the lease."

Minister Rowley commented to the report, "Government will accept
the Hilton’s offer to give up its shareholding.  Government will
accept Hilton’s offer to give up the long lease and the
government will provide a US$45 million worth of renovation to
ensure that Tobago has a major tourism plant like what we know
as the Tobago Hilton, whether it is going to be run by the
Hilton or some other body, but we need to retain in Tobago these
rooms of an acceptable standard so as to ensure that Tobago’s
tourism economy is not damaged any further."

Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,     
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally,
including Australia, Austria, Barbados, Costa Rica, Finland,
India, Indonesia, Trinidad and Tobago, Philippines and Vietnam.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 29, 2007, Moody's Investors Service downgraded Hilton
Corporation's  Corporate Family Rating and senior unsecured
ratings to B3 and  Caa1, respectively.



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

PERNOD RICARD: To Acquire Vin & Spirit for EUR5.6 Billion
---------------------------------------------------------
Pernod Ricard disclosed the signing of a contract with the
Kingdom of Sweden for the acquisition of 100% of the shares of
the Vin & Sprit Group, the owner of Absolut vodka.

The acquisition does not include V&S’ 10% interest in Beam
Global Spirits & Wine, Inc.  This acquisition represents an
outstanding opportunity for Pernod Ricard and will result in the
Group becoming co-leader in the global wine & spirits industry.

The acquisition of V&S also provides Pernod Ricard with a
leading position in the Nordic wine & spirits market through its
portfolio of local brands.  In addition, V&S also brings other
attractive opportunities, notably Cruzan rum, a dynamic brand in
the United States (circa 600,000 cases sold in 2007 up +27%) and
Level, the number 4 brand in the super-premium vodka category in
the United States.

With the acquisition of V&S, Pernod Ricard becomes the co-leader
in the global wine & spirits industry with:

  -- Global spirits volumes of 91 million cases.

  -- The number 1 position in premium spirits with a 27% market
     share.

In the United States, the largest spirits market worldwide,
Pernod Ricard’s position increases from number 4 to number 2
with a market share of close to 14%.  V&S brands are currently
distributed in the US by Future Brands (a joint venture held 49%
by V&S and 51% by Fortune Brands) through a distribution
agreement currently in place until beginning of 2012. From an
operating stand point, V&S controls the marketing and A&P
strategy for its brands.  Furthermore, Absolut distributors are
already largely aligned with Pernod Ricard’s distributors in the
US.

In the rest of the world, Absolut will benefit from the strength
of Pernod Ricard’s globally integrated distribution network,
both in mature Western European markets as well as in high-
growth emerging regions.  Excluding the US and Nordic countries,
V&S’ brands are currently distributed through Maxxium, a joint
venture between V&S, Fortune Brands, The Edrington Group and
Remy Cointreau, each partner having a 25% shareholding.  Pernod
Ricard will exit Maxxium within 2 years from closing for a low
contractual cost.

Pernod Ricard will therefore enhance the growth of Absolut in
every region by combining its role as a brand-owner and its
global footprint in conjunction with the existing distribution
efforts of Future Brands and Maxxium.  Pernod Ricard will
immediately reap the benefit of Absolut’s presence in its
portfolio.

The acquisition of V&S will result in the end of the Stolichnaya
distribution contract which Pernod Ricard will continue to
perform during a short transitional period until SPI identifies
a new distributor.

                       Transaction Value

The price paid for V&S by Pernod Ricard will be EUR1,450 million
plus US$6,050 million, i.e. EUR5,280 million at the current
Euro/USD exchange rate.  Pernod Ricard will also assume net debt
of EUR346 million as of Dec. 31, 2007 resulting in a total
enterprise value of EUR5,626 million.

V&S will pay the Swedish government a dividend of EUR85 million
before closing of the transaction, and the purchase price of the
shares will be increased by a pro-rated annual interest charge
of 2.0% from 1st January 2008 until the effective closing date
of the transaction.  In exchange, Pernod Ricard will benefit
from the full cash flow generated by V&S over this period.

The transaction will be financed through a new syndicated loan
underwritten by six first-class banks: BNP Paribas, Calyon,
JPMorgan, Natixis, The Royal Bank of Scotland plc and Societe
Generale.  Pernod Ricard’s opening leverage will be at circa 6x
the new group’s pro forma EBITDA, in line with leverage levels
of the group after the Seagram and Allied Domecq transactions.
Strong cash flow generation and strong EBITDA growth will allow
for a fast deleveraging.  The initial cost of debt should be
around 5%.

This transaction will generate significant pre-tax synergies
estimated at between EUR125 and 150 million on an annual basis.  
These synergies are expected to be fully extracted over two to
four years, depending on the timing of exit from the Future
Brands and Maxxium distribution agreements.

Based on V&S 2007 EBITDA of EUR270 million, the price paid
corresponds to implied multiples of 20.8x EBITDA pre-synergies,
or 14.2x post-synergies.

Based on a V&S 2007 CAAP(5) of EUR400 million estimated by
Pernod Ricard, the price implies CAAP multiples of 14.1x pre-
synergies and 12.4x post-synergies.  These multiples compare
favorably to those observed on recent comparative transactions.

Altogether, this acquisition will reinforce the growth profile
of Pernod Ricard and will generate significant value creation
for Pernod Ricard’s shareholders.  The impact of the transaction
on the earnings per share, excluding non-recurring items, is
expected to be neutral in year one and significantly positive
thereafter.  The return on investment should exceed Pernod
Ricard’s cost of capital by year 4 at the latest.

Pernod Ricard is confident the transaction will be completed
during summer 2008 after receiving the necessary regulatory
clearances.

Patrick Ricard, Chairman and CEO of Pernod Ricard, stated:
“The acquisition of V&S by Pernod Ricard is a fantastic
opportunity and represents our third transformational
acquisition since the Seagram and Allied Domecq transactions.
Absolut is an exceptional brand.  Its integration within our
portfolio of premium brands combined with the strength of our
worldwide distribution network paves the way for outstanding
growth prospects.  We become thus the co-leader of the global
wine and spirits industry.”

Pierre Pringuet, Managing Director, added:

“We are eager to welcome the V&S teams into the Pernod Ricard
Group.  The integration will be made easier by our decentralised
organisation model.  The integrity of the V&S group will be
maintained and it will become a new “brand-owner” and a
distribution platform for the Group in Nordic countries.”

Pernod Ricard has been assisted by the following advisers on
this transaction:

     -- JP Morgan, Deutsche Bank, and PK Partners as financial
        advisors

     -- Gernandt & Danielsson, Debevoise & Plimpton,
        Macfarlanes, and Gide Loyrette Nouel as legal advisors

     -- Ernst & Young as financial advisor

     -- Springtime as communication advisor

                    About Pernod Ricard

Headquartered in Paris, France, Pernod Ricard --
http://www.pernod-ricard.com/-- produces and distributes
spirits and wines.  The Company operates in Europe, North
America, Central and South America, and the Asia-Pacific region.
In Latin America and South America, the company operates in
Argentina, Brazil, Chile, Colombia, Mexico, Uruguay and
Venezuela.

Pernod Ricard benefits from a portfolio comprising some of the
most prestigious brands in the sector: Ricard aniseed,
Ballantine’s, Chivas Regal and The Glenlivet Scotch whiskies,
Jameson Irish Whiskey, Martell cognac, Havana Club rum, ,
Beefeater gin, Kahlúa and Malibu liqueurs, Mumm and Perrier-
Jouët champagnes, as well as Jacob’s Creek and Montana wines.
The Group favours a decentralised organisation, with "Brand
Owners" and "Distribution" companies established in each key
market, and employs a workforce of around 18,000 in 70
countries.

In addition, Pernod Ricard is strongly committed to a policy of
Corporate Social Responsibility and encourages responsible
consumption in order to prevent alcohol misuse and abuse.


PERNOD RICARD: S&P Revises Outlook on Vin & Spirits Acquisition
---------------------------------------------------------------
Standard & Poor's Ratings Services changed the outlook on French
spirits manufacturer Pernod Ricard S.A. to negative from stable,
due to a deterioration in Pernod's financial profile following
the group's announcement of its fully debt-financed acquisition
of Swedish Vin & Sprits Group for about EUR5.6 billion.

At the same time, Standard & Poor's affirmed its 'BB+/B' long-
and short-term corporate credit and 'BB+' debt ratings on the
group.

"The ratings on Pernod continue to reflect its highly leveraged
capital structure and opportunistic acquisition strategy," said
Standard & Poor's credit analyst Michael Seewald. "They benefit,
however, from Pernod's enhanced position as a leading
manufacturer and marketer in the stable and cash-generative
spirits industry.

The group's adjusted net debt was EUR7 billion at Dec. 31, 2007.

"The negative outlook reflects Pernod's high post-acquisition
leverage of more than 6x, which compares with our guidance of 5x
for the current rating," said Mr. Seewald.

In order to maintain a 'BB+' rating, S&P expects the group to
deleverage back to adequate levels in a reasonable time frame,
in line with its track record from previous transactions.  S&P
also expects the group to keep its enhanced business risk
profile, which should ensure the resilience of the group's cash
generation capacity.

In addition, Standard & Poor's expects Pernod to sustain sales
momentum at least in line with the industry, notwithstanding its
increased exposure to potentially slowing U.S. markets, while
improving profitability through economies of scale and an
enhanced product mix.

S&P might revise the outlook back to stable if the group
restores and maintains leverage of fully adjusted net debt to
EBITDA at less than 5x, which we do not expect in the short
term.

The ratings could come under pressure if the group loses sales
momentum, or if reaching and sustaining adjusted net debt to
EBITDA of about 5x and FFO to net debt at about 15% within the
24 months following the acquisition becomes unrealistic.




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

PETROLEOS DE VENEZUELA: Will Close Some Gas Stations
----------------------------------------------------
Petroleos de Venezuela SA will close some of its gas stations
near Venezuela's borders and coast, Energy Business Review
reports.

Energy Business relates that Petroleos de Venezuela found the
stations unnecessary compared to what the country really needs.  
It also wants to stop fuel smuggling in the region.

Petroleos de Venezuela's President and Venezuelan Oil Minister
Rafael Ramirez told Energy Business that the firm is assessing
the real requirement in the areas near the nation's borders and
admitted that there is a serious problem of fuel smuggling in
the region.

According to Energy Business, Petroleos de Venezuela also
reportedly joined efforts with the Venezuelan army and the
national guard to work on the authorized volumes of fuel.

Petroleos de Venezuela told Energy Business that it will
implement controlling measures at gas stations and adjust
shipment quotas.

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 is negative.



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

* S&P Says Carribbean Political Changes May Affect Ratings
----------------------------------------------------------
The political landscape in the Caribbean region has changed
considerably over the past several months, making room for
opposition parties and signifying an end to the often long-
standing rule of the outgoing administrations, said Standard &
Poor's Ratings Services in a commentary.  The article, entitled
"Political Change Reflects Country-Risk Dynamics In The
Caribbean," examines the importance of country-risk indicators
in explaining the changing political winds in the region.
     
According to S&P's credit analyst Olga Kalinina, an overview of
the trend in country-risk indicators over the past several years
provides a useful illustration of the growth in popular
dissatisfaction that ultimately resulted in the widespread shift
in political power in the Caribbean region.  The article
examines crime statistics, corruption perception index,
governance indicators, and other socioeconomic variables and
their influence on the electorate's preferences, as well as
sovereign creditworthiness.  
      
"Interestingly, sociopolitical trends correlate highly to
changes in creditworthiness in the low speculative-grade rating
category, which should come as no surprise," said Ms. Kalinina.  
"Political factors, including the predictability and
transparency of policymaking, are a prominent risk in
speculative-grade countries.  Therefore, any noticeable change,
either upward or downward, in country-risk indicators is likely
to cause a reassessment of the credit quality of these low-rated
sovereigns," Ms. Kalinina concluded.


                            ***********


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

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