TCRLA_Public/080410.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

            Thursday, April 10, 2008, Vol. 9, No. 71

                            Headlines


A N T I G U A  &  B A R B U D A

AMERICAN AIRLINES: Adds Miami-Antigua Non-Stop Flight Schedule


A R G E N T I N A

ACELSUD ACEROS: Proofs of Claim Verification Deadline is May 9
AL-DIST SRL: Proofs of Claim Verification Deadline is May 21
ALITALIA SPA: Air France-KLM May Resume Talks
AMERICAN AIRLINES: Cancels Flights for Fed. Aviation Inspection
AUTOMOTORES SAN TELMO: Claims Verification Deadline is June 3

CLINICA MARIANO: Proofs of Claim Verification is Until Aug. 4
DELTA AIR: BNY Says 1982 Indenture Not a "True Lease"
DELTA AIR: Court Approves Stipulation to Clarify Aircraft Claims
ENVASADORA DEL OESTE: Claims Verification Deadline is June 19
FARMA SISTEM: Proofs of Claim Verification Deadline is May 9

FINCA MARILIA: Files for Reorganization in Buenos Aires Court
FORD MOTOR: Plastech Can Get Funding from Lender Consortium
FORD MOTOR: Integrates Global Product Dev't and Purchasing Teams
FORD MOTOR: Details 2007 Executive Compensation
GMAC LLC: Buys US$1.2 Billion of Residential Capital's Debt

GMAC LLC: To Terminate Remainder of CARAT 2005-SN1 on April 15
GUACAMOLE COMPANY: Proofs of Claim Verification is Until June 6
ITALPANAL SA: Buenos Aires Court Concludes Reorganization
MUNDO CARTOGRAFICO: Trustee to Verify Claims Until June 25
OR MAZAL: Files for Reorganization in Buenos Aires Court

ROSAC SA: Files for Reorganization in Buenos Aires Court
TELECOM ARGENTINA: Intends to Pay 26.4% of Remaining Notes
WR GRACE: Inks US$250MM Deal to Settle Asbestos-Related Claims
WR GRACE: MassDEP et al. Mulls Liability Transfer Agreement
WR GRACE: BoA's DIP Financing Decreased to US$165 Million

* ARGENTINA: Meeting With France May Help Paris Club Debt Talks


B E R M U D A

SECURITY CAPITAL: Receives NYSE Notice of Non-Compliance


B R A Z I L

ABITIBIBOWATER INC: Unit's Exchange Offer for 3 Notes Ends
ABITIBIBOWATER INC: Bowater Unit Amends Credit Agreements
AMAZONIA CELLULAR: S&P Lifts Foreign Currency Credit Rtng to BB+
ASPEN TECH: ATF II Completes Payments to Key Bank Facility
ATARI INC: Curtis Solsvig Resigns as Chief Restructuring Officer

BANCO ITAU: Buys Back 14.1MM Preferred Shares for BRL41.05 Each
BANCO ITAU: Increases Stake in Banco BPI to 18.8%
BANCO NACIONAL: Okays BRL35.3 Billion Energy Projects Financing
BRASKEM SA: Will Pay BRL278 Million in Dividends to Shareholders
CA INC: Cuts 2,800 Jobs in Expanded 2007 Restructuring Plan

CONSTRUTORA NORBERTO: S&P Holds Corporate Credit Rating at BB
DELPHI CORP: Court Extends Indemnification Agreement with GM
DELPHI CORP: Court Extends Time on IRS Pension Funding Waivers
ENERGIAS DO BRASIL: Holds Conference on Enersul's Tariff Review
GENERAL MOTORS: Plastech Can Get Funding from Lender Consortium

GENERAL MOTORS: Court Extends Indemnification Pact with Delphi
GENERAL MOTORS: Deutsche Bank Keeps Hold Rating on Firm's Shares
GRAPHIC PACKAGING: Fitch Junks Rating on Sr. Subordinated Notes
ODEBRECHT FINANCE: S&P Assigns BB Rating on US$200 Million Notes
RHODIA SA: S&P Ups Long-Term Corporate Credit Rating to BB

TAM SA: Inaugurates Exclusive VIP Lounge at Sao Paulo Airport
TELEMIG CELLULAR: S&P Raises Rating on Five-Year Notes to BB+
TELEMIG CELULAR: Vivo Offers for Up to One-Third of Firm
TELE NORTE: Controller to Issue BRL1.61BB Non-Convertible Bonds
TELE NORTE: Deutsche Bank Downgrades Firm to Hold from Buy

XERIUM TECHNOLOGIES: Obtains Default Waiver Until May 31


C A Y M A N  I S L A N D S

BASIS YIELD: Stops Plea for US Court Protection From Creditors
BLACK BEAR: Proofs of Claim Filing Deadline is April 16
BOMBAY CO: Wants to Hire A.S.K. Financial as Special Counsel
CL ASSETS: Proofs of Claim Filing is Until April 17
KINGSWAY PROPERTY: Proofs of Claim Filing Deadline is April 17

MORLEY BALANCED: Sets Final Shareholders Meeting for April 17
SKK HOLDING: Proofs of Claim Filing Deadline is April 16


C H I L E

COUER D'ALENE: Cerro Bayo Mine Upgrades Electrical Systems
FREEPORT-MCMORAN: Strong Liquidity Cues Fitch to Lift Ratings


C O S T A  R I C A

EXIDE TECH: Board Appoints Lou Martinez as Corporate Controller


D O M I N I C A N   R E P U B L I C

TRICOM SA: Court Adjourns Confirmation Hearing to August 6


G U A T E M A L A

BRITISH AIRWAYS: BALPA Demands Management Change Over T5 Chaos


M E X I C O

ADVANCED MICRO: Expects 15% Decrease in First Quarter Revenues
CASA DE CAMBIO: Wants to Hire Luis V. Echeverria as Consultant
CHALCO (MEXICO): Moody's Withdraws B1 Rating for Business Reason
CHRYSLER LLC: Mexico Unit Sales Increase in 2008 First Quarter
CLEAR CHANNEL: Trial on Case Over Sale Set May; Banks Countersue

COREL CORP: Randall Eisenbach Resigns as EVP of Operations
DURA: Wants Court Nod on Atwood Capital Adjustment Pact
LA BARCA: Moody's Withdraws B1 Curr. Rating for Business Reasons
PRIDE INT'L: Redeems US$300 Million of 3.25% Senior Notes
SANLUIS CORP: Rep Uno Extends Expiration Date of Tender Offer


N I C A R A G U A

INFINITY ENERGY: Receives Deficiency Notice From NASDAQ


P E R U

GRAN TIERRA: American Stock Exchange Lists Common Stocks


P U E R T O  R I C O

W HOLDING: NYSE Will Give Firm Six Months to File 10-K Form


V E N E Z U E L A

CHRYSLER LLC: Outsources IT Management Department
CHRYSLER LLC: Plastech Can Get Funding from Lender Consortium
HARVEST NATURAL: CEO To Present at Louisiana Energy Conference
INTERPUBLIC GROUP: Fitch Lifts ID Rating to BB+ from BB-
PETROLEOS DE VENEZUELA: Will Explore Oil & NatGas with ONGC


                         - - - - -


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

AMERICAN AIRLINES: Adds Miami-Antigua Non-Stop Flight Schedule
--------------------------------------------------------------
American Airlines Inc. will begin daily nonstop service from
Miami to Antigua this fall -- the only nonstop service currently
scheduled between Miami and the eastern Caribbean island.

American will begin flying the Miami-Antigua route on
Nov. 20, 2008, using Boeing 737-800 aircraft configured with 16
seats in First Class and 132 seats in the Main Cabin.

The new service from Miami complements existing flights to
Antigua from San Juan, Puerto Rico, offered by American and its
regional affiliate, American Eagle.

Located approximately 290 miles southeast of San Juan, Antigua
is known for its sunny climate, beautiful beaches, outstanding
sailing and yachting facilities, and well-preserved coral reefs
that offer excellent snorkeling and diving opportunities.

"We are very excited to add Antigua to American Airlines
extensive list of destinations served nonstop from Miami," said
American's Senior Vice President for Miami, Caribbean and Latin
America, Peter J. Dolara.  "It's the perfect place for a
relaxing getaway.  And now, it's just a convenient nonstop
flight away from South Florida on American Airlines, as well as
a convenient connecting flight from dozens of other destinations
via our Miami hub."

"Antigua entices visitors with wonderful scenery, beautiful
beaches, numerous activities, and warm, friendly people," said
the Antigua's Minister of Tourism and Civil Aviation, Hon.
Harold Lovell.  "We look forward to the start of American's
nonstop service from Miami and the opportunity it offers to
showcase the many things that make Antigua such a special place
for residents and visitors alike.  We are confident that once
visitors experience Antigua, they will want to return again and
again."

Here is American's schedule between Miami and Antigua, effective
Nov. 20.  Flights operate daily.  All times shown are local.

From Miami to Antigua:

     Flight #             Departs               Arrives
     1907                 11:00 a.m.            3:00 p.m.

From Antigua to Miami:

     Flight #             Departs               Arrives
     1906                 4:15 p.m.             6:40 p.m.

Antigua joins a growing list of destinations to have nonstop
service from South Florida on American or American Eagle.  This
past December, American began nonstop flights from Miami to
Barranquilla, Colombia, and Santa Cruz, Bolivia, as well as from
Fort Lauderdale to San Jose, Costa Rica.  In addition, December
also saw the start of nonstop service from Miami to Phoenix on
American, and from Miami to Sarasota/Bradenton, Florida, and
Savannah, Georgia, on American Eagle.

Last month, American Eagle began nonstop flights from Miami to
Tallahassee, Florida, while in June, American will begin flying
from Fort Lauderdale to Kingston, Jamaica.

With the addition of these new routes, American and American
Eagle combine to offer more than 275 daily flights from Miami
and Fort Lauderdale, serving 100 destinations.

                   About American Airlines

Based in Fort Worth, Texas, American Airlines Inc., a wholly
owned subsidiary of AMR Corp., operates the largest scheduled
passenger airline in the world with service throughout North
America, the Caribbean, Latin America, Europe and Asia.  The
airline flies to Belgium, Brazil, Japan, among others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 26, 2008, Standard & Poor's Ratings Services revised its
outlook on the long-term ratings on AMR Corp. (B/Negative/B-3)
and subsidiary American Airlines Inc. (B/Negative/--) to
negative from positive.   S&P also lowered its short-term rating
on AMR to 'B- 3' from 'B-2' and affirmed all other ratings on
AMR and American.      



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

ACELSUD ACEROS: Proofs of Claim Verification Deadline is May 9
--------------------------------------------------------------
Carlos Federico Berger, the court-appointed trustee for Acelsud
Aceros Elaborados Sudamericanos S.A.'s bankruptcy proceeding,
will be verifying creditors' proofs of claim until May 9, 2008.

Mr. Berger will present the validated claims in court as
individual reports on June 23, 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 Acelsud Aceros 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 Acelsud Aceros'
accounting and banking records will be submitted in court on
Aug. 19, 2008.

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

The trustee can be reached at:

           Carlos Federico Berger
           Santiago del Estero 112
           Buenos Aires, Argentina


AL-DIST SRL: Proofs of Claim Verification Deadline is May 21
------------------------------------------------------------
Salomon Wilhelm, the court-appointed trustee for Al-Dist
S.R.L.'s bankruptcy proceeding, will be verifying creditors'
proofs of claim until May 21, 2008.

Mr. Wilhelm will present the validated claims in court as
individual reports on July 2, 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 Al-Dist 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 Al-Dist's accounting
and banking records will be submitted in court on Aug. 27, 2008.

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

The trustee can be reached at:

           Salomon Wilhelm
           Lavalle 1290
           Buenos Aires, Argentina


ALITALIA SPA: Air France-KLM May Resume Talks
---------------------------------------------
Air France-KLM SA is giving Alitalia S.p.A. and its unions a
chance to accept its binding offer to acquire the Italian
government's 49.9% stake in the national carrier, various
reports say citing the French airline's CEO Jean Cyril Spinetta.

"`It's now up to Alitalia and its employees and unions to say
how they view the future of their airline," Mr. Spinetta said in
a statement.

Mr. Spinetta said that Air France will not submit a new offer,
stressing that the plans amended bid presented to unions during
the negotiations "is the only one that would enable Alitalia to
return to profitable growth within a rapid time frame."

Unions, meanwhile, expressed willingness to resume talks with
Air France.

"The main road to follow is to start negotiating again
immediately," the CGIL and FILT-CGIL unions said in a joint
statement published by Agenzia Giornalistica Italiana.

"It's a deadlock but it's not a definite halt [from Air
France]," SDL union told Bloomberg News. "We confirm our
availability to real negotiations."

"If Air France's position can be interpreted as a willingness to
resume the negotiation, we are ready to discuss [the issues],"
UIL leader Luigi Angeletti was quoted by Apcom as saying.

The unions will meet with Alitalia today and with the Finance
Ministry tomorrow to discuss the carrier's future, ANSA News
reports.

As reported in the TCR-Europe on April 3, 2008, Alitalia S.p.A.,
labor unions, professional associations, and Air France-KLM SA
stopped negotiations after failing to reach an agreement
that would accomplish the sale's effectiveness conditions,
satisfaction of which would finalize the acceptance by Alitalia
and Italy of Air France's binding offer.

Alitalia's board had said it would review financial options
before deciding whether to continue its operations or to file
for bankruptcy proceedings.

Italian Finance Minister Tommaso Padoa-Schioppa had said that if
the sale to Air France fails, Alitalia may seek protection from
creditors and the government would appoint a special
commissioner to initiate bankruptcy proceedings.  The government
had pledged to grant Alitalia a EUR300 million bridging loan if
Air France's takeover pushes through.  Alitalia badly need more
funds as it had less than EUR200 million in cash and credit
available at March 31, 2008.

                          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.


AMERICAN AIRLINES: Cancels Flights for Fed. Aviation Inspection
---------------------------------------------------------------
American Airlines Inc. cancelled several hundred flights to
conduct additional inspections of its MD-80 fleet to ensure
precise and complete compliance with the Federal Aviation
Administration's airworthiness directive related to the bundling
of wires in the aircraft's wheel wells.  These inspections --
based on Federal Aviation Administration audits -- are related
to detailed, technical compliance issues and not safety-of-
flight issues.

"We've been working in good faith to ensure that we are in
complete compliance with this airworthiness directive," said  
American Airlines Chairperson and Chief Executive Officer,
Gerard Arpey.  "We regret and apologize that we are once again
causing inconvenience to our customers, but we will continue to
work in good faith until we satisfy all of the technical issues
related to this airworthiness directive."

It is not known at this time how many cancellations will result,
but it could be as many as 500.  Additional cancellations are
likely today.

American Airlines will re-accommodate customers on its other
flights or on flights operated by airlines in the same market.  
Customers may be automatically notified of flight changes; they
should also check AA.com or with their travel agents for flight
status.

The Federal Aviation Administration raised additional concerns
regarding the recent inspection of American Airlines' aircraft
and the manner in which the company followed the engineering
change order that had been written for the airworthiness
directive related to the wiring in the MD-80s wheel wells.  
Specifically, some areas of concern included the spacing of the
ties on the wiring bundle and the direction in which the
retention clips and lacing cords were facing.

American Airlines has assigned teams of employees that include
aviation maintenance technicians, quality assurance inspectors,
and engineers to inspect the aircraft and ensure full
compliance, as well as to make the necessary adjustments.

Any aircraft that does not completely comply with the detailed
technical specifications of installation will be removed from
service until all specifications have been met.  Aircraft will
return to service as they have been inspected and all necessary
work completed.

Additionally, American Airlines has applied for and received
Federal Aviation Administration approvals of an alternative
method of compliance for this airworthiness directive that has
already been applied to the MD-80 fleet of other carriers.

                   About American Airlines

Based in Fort Worth, Texas, American Airlines Inc., a wholly
owned subsidiary of AMR Corp., operates the largest scheduled
passenger airline in the world with service throughout North
America, the Caribbean, Latin America, Europe and Asia.  The
airline flies to Belgium, Brazil, Japan, among others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 26, 2008, Standard & Poor's Ratings Services revised its
outlook on the long-term ratings on AMR Corp. (B/Negative/B-3)
and subsidiary American Airlines Inc. (B/Negative/--) to
negative from positive.   S&P also lowered its short-term rating
on AMR to 'B- 3' from 'B-2' and affirmed all other ratings on
AMR and American.


AUTOMOTORES SAN TELMO: Claims Verification Deadline is June 3
-------------------------------------------------------------
Daniel Contador, the court-appointed trustee for Automotores San
Telmo SA's bankruptcy proceeding, will be verifying creditors'
proofs of claim until June 3, 2008.

Mr. Contador will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 11 in Buenos Aires, with the assistance of Clerk
No. 21, 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 Automotores San Telmo 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 Automotores San
Telmo's accounting and banking records will be submitted in
court.

La Nacion didn't state the submission dates for the reports.

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

The debtor can be reached at:

           Automotores San Telmo SA
           Entre Rios 1244
           Buenos Aires, Argentina

The trustee can be reached at:

           Daniel Contador
           Cordoba 392
           Buenos Aires, Argentina


CLINICA MARIANO: Proofs of Claim Verification is Until Aug. 4
-------------------------------------------------------------
Auzmendi-Palma, the court-appointed trustee for Clinica Mariano
Moreno S.A.'s bankruptcy proceeding, will be verifying
creditors' proofs of claim until Aug. 4, 2008.

Auzmendi-Palma will present the validated claims in court as
individual reports on Sept. 15, 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 Mariano 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 Mariano's
accounting and banking records will be submitted in court on
Oct. 27, 2008.

Auzmendi-Palma is also in charge of administering Clinica
Mariano's assets under court supervision and will take part in
their disposal to the extent established by law.

The trustee can be reached at:

           Auzmendi-Palma
           Jose E. Uriburu 1632
           Buenos Aires, Argentina


DELTA AIR: BNY Says 1982 Indenture Not a "True Lease"
-----------------------------------------------------
The Bank of New York and the Hillsborough County Aviation
Authority ask the U.S. Bankruptcy Court for the Southern
District of New York to:
     
   * declare that a 1982 Indenture Agreement with Delta Air
     Lines Inc. is not a "true lease"; and

   * declare that the claims of HCCA and BNY are not subject to
     the limitations under in Section 502(b)(6) of the
     Bankruptcy Code; and

   * enter a summary judgment denying a counter-motion by Delta.

Pursuant to the 1982 Indenture, HCAA issued bonds to Delta, with  
BNY as the Indenture Trustee.  Delta used the proceeds to
construct a hanger, a maintenance facility and other
improvements to a Tampa International Airport property in
Florida.  The bonds were refinanced in 1988 and 1993.

HCAA and BNY filed an US$8,110,311 claim for debt service
payments when Delta discontinued its periodic rent payments upon
rejection of the Lease.  HCCA also has a separate US$4,181,735
claim for periodic payments, which the Debtors also refuse to
pay.

Delta's analysis "recharacterization" cases does not refute the
Plaintiffs' argument that the Agreement, taken as a whole, is
not a "true lease" and must be deemed a "financing transaction,"
Edward P. Zujkowski, Esq., at Emmet, Marvin & Martin, LLP,in New
York, says.

Mr. Zujkowski relates that Delta, HCCA and BNY drafted the 1982
Service Agreement to insure that the capital costs of
construction -- the financing provisions -- had priority over
and were paid prior to the current ongoing occupancy costs or
the ground rent relating to the Project.

Accordingly, Delta's basic argument that a single agreement can
never be deemed a financing if it contains provision for the
payment of both ground rent and debt service, is fundamentally
flawed, Mr. Zujkowski says, citing United Air Lines, Inc. v.
HSBC Bank USA 453 F.3d 436, 471 (7th Cir. 2006).

HCCA and BNY assert that they do not dispute that the HCCA
entitlement to receive ground rents under the Agreement, but the
payments of debt service were solely for the benefit of the
holders of the Bonds, which (i) did not oblige the HCCA to pay
the Bonds and (ii) from which HCCA received no benefit from the
amounts paid that Delta paid.

Accordingly, the debt service payments had no relation to the
occupancy cost of the Property and were in the exact amount
necessary to make payment due under the Bonds.  Hence, Delta's
assertion that "the basic rent and the assigned debt secure
payments were both designed to compensate the authority for the
value of Delta's possessory interest" indicates the Debtors'
attempt to "mischaracterize" the economic substance of the
Agreement, Mr. Zujkowski says.

Delta's requirement under the Agreement to make interest only
payments on the Bonds until January 1, 2024 -- at which time, a
balloon payment in the principal amount of US$8,000,000 would be
due -- has no parallel in a true lease and is a significant
element of a financing, Mr. Zujkowski maintains, pointing the
Court to United/San Francisco, 416 F. 3d at 617; In re
Wingspread Corp. 116 B.R. at 923; In re Winston Mills, 6 B.R. at
594.

Moreover, he continues, the Agreement provides that Delta's
obligation to make debt service payments is unconditional,
absolute and survives the destruction or condemnation of the
Tampa Property.

Mr. Zawojski notes that contrary to Delta's argument, there was
no need to structure the Agreement as a "lease-leaseback" or a
"sale-leaseback" since the HCCA, which would issue the tax-
exempt bonds, was already the owner of the Property.

Mr. Zawojski also says that the debt service cap established by
Section 502(b)(6) of the Bankruptcy Code was never intended to
apply to a "financing transaction," and that debt service
payments under the Agreement were intended to compensate the
holders of the Bonds for advances made for the benefit of Delta.

According to Mr. Zawojski, the holders of Bonds -- as Delta's
prepetition creditors -- should be treated like Delta's other
general unsecured creditors.  To this end, satisfying HCCA's and
BNY's claims would not be inequitable but would recognize the
true nature of the their claim., he says.

                          Delta Responds

Sharon Katz, Esq., at Davis Polk & Wardwell, in New York,
reiterates that the Lease is a "true lease" because:

   -- the HCAA owned both the Premises and imposed numerous
      restrictions on Delta's use and occupancy of that property
      in order to protect its ownership interest, which makes it
      "a typical landlord";

   -- the basic rent payments were meant to compensate the HCAA
      for Delta's use and occupancy of the Lease Premises,  
      contrary to HCAA's contention that it "received no
      benefit" from the Delta's payments under the Agreement;
      and

   -- based on the Agreement records, the HCAA was expected to
      have a reversionary interest of at least 10% of the
      economic life of the maintenance base facility, in
      addition to the HCAA's reversionary interest in the Land;

   -- does not have a purchase option to acquire the Leased
      Property;

   -- the tax-exempt nature of the Bonds was not dependent on
      the lease structure in the transaction under the
      Agreement; and

   -- the interest that Delta was permitted to assign, and that
      was subject to the HCAA's right of first refusal, was
      Delta's leasehold right to the use and occupancy of the
      property.

Ms. Katz maintains that the Plaintiffs can seek to
recharacterize
the Lease as a financing, but cannot deny that they refused to
accept the risk that any damages claim they might have upon
rejection of the Lease would be capped.

Accordingly, the Debtors ask the Court to declare that (i) the
Lease is a "true lease", and (ii) claims of the HCAA and the BNY
are subject to the limitations under Section 502(b)(6) of the
Bankruptcy Code.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on
April 30, 2007.  The Court entered a final decree closing 17
cases on Sept. 26, 2007.  (Delta Air Lines Bankruptcy News,
Issue No. 94; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

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


DELTA AIR: Court Approves Stipulation to Clarify Aircraft Claims
----------------------------------------------------------------
The Bank of New York, acting as indenture trustee and
AT&T Credit Holdings, Inc., as owner participant, filed claims
against Delta Air Lines Inc. and its debtor-affiliates with
respect to certain leveraged lease transactions involving
aircraft bearing Tail Nos. N131DN, N178DN, N660DL,
N962DL,N963DL, N964DL and N965DL.

Specifically, BNY filed Claim No. 5335.  AT&T filed Claim Nos.
4901, 4902, 4903, 4904, 4909, 4922 and 4942 which were amended
and superseded by Claim Nos. 8273, 8274, 8275, 8276, 8277, 8278
and 8279.

In February 2008, the U.S. Bankruptcy Court for the Southern
District of New York disallowed and expunged the Original AT&T
Claims.  As a result, AT&T filed an appeal with the District
Court from Judge Adlai S. Hardin's Order.

In an effort to resolve the dispute, the Debtors, AT&T and BNY
agree that the Court's Order respect to the Objection is
corrected to state that "AT&T's Claim Nos. 8273, 8274, 8275,
8276, 8277, 8278 and 8279 filed, which amended and superseded
Claim [Nos.] 4909, 4904, 4942, 4922, 4901, 4902 and 4903, are
disallowed and expunged except for the portions of [the] claims
that seek amounts owed pursuant to prepetition agreements to
rebate certain payments."

Accordingly, the parties stipulate that the portions of AT&T's
amended claims which seek amounts owed pursuant to prepetition
agreements to rebate certain payments will be assigned as new
Rebate Claims:

   Original Claim No.   New Rebate Claim No.     Claim Amount
   -----------------    --------------------     ------------
         8273                 8273-[x]           US$1,997,065
         8274                 8274-[x]              1,294,215
         8275                 8275-[x]              1,874,835
         8276                 8276-[x]              2,826,022
         8277                 8277-[x]              1,294,215
         8278                 8278-[x]              1,294,215
         8279                 8279-[x]              1,294,215

The parties agree that the Stipulation will not affect (i) BNY's
Claim No. 5335 as it relates to the Aircraft, and (ii) any other
claims for stipulated loss values or tax indemnification, or
other claims, asserted against the Debtors relating to other
aircraft or transactions, and the Debtors' defenses and
objections to the Claims.

Subsequently, Judge Hardin approved the parties' stipulation.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on
April 30, 2007.   The Court entered a final decree closing 17
cases on Sept. 26, 2007.  (Delta Air Lines Bankruptcy News,
Issue No. 94; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 18, 2008, Standard and Poor's said that media reports that
Delta Air Lines Inc. (B/Positive/--) entered into merger talks
with UAL Corp. (B/Stable/--) and Northwest Airlines Corp.
(B+/Stable/--) will have no effect on the ratings or outlook on
Delta, but that confirmed merger negotiations would result in
S&P's placing ratings of Delta and other airlines involved on
CreditWatch, most likely with developing or negative
implications.


ENVASADORA DEL OESTE: Claims Verification Deadline is June 19
-------------------------------------------------------------
Ricardo Lisio, the court-appointed trustee for Envasadora del
Oeste SA's bankruptcy proceeding, will be verifying creditors'
proofs of claim until June 19, 2008.

Mr. Lisio will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 11 in Buenos Aires, with the assistance of Clerk
No. 21, 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 Envasadora del Oeste 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 Envasadora del
Oeste's accounting and banking records will be submitted in
court.

La Nacion didn't state the submission dates for the reports.

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

The debtor can be reached at:

           Envasadora del Oeste SA
           Sanabria 2009
           Buenos Aires, Argentina

The trustee can be reached at:

           Ricardo Lisio
           Alcaraz 5177
           Buenos Aires, Argentina


FARMA SISTEM: Proofs of Claim Verification Deadline is May 9
------------------------------------------------------------
Mirta Ana Calfun de Bendersky, the court-appointed trustee for
Farma Sistem S.A.'s bankruptcy proceeding, will be verifying
creditors' proofs of claim until May 9, 2008.

Ms. de Bandersky will present the validated claims in court as
individual reports on June 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 Farma Sistem 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 Farma Sistem's
accounting and banking records will be submitted in court on
Aug. 15, 2008.

Ms. de Bandersky is also in charge of administering Farma
Sistem's assets under court supervision and will take part in
their disposal to the extent established by law.

The trustee can be reached at:

           Mirta Ana Calfun de Bendersky
           Avenida Santa Fe 2521
           Buenos Aires, Argentina


FINCA MARILIA: Files for Reorganization in Buenos Aires Court
-------------------------------------------------------------
Finca Marilia S.A. has requested for reorganization approval
after failing to pay its liabilities.

The reorganization petition, once approved by the court, will
allow Finca Marilia 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 in Buenos Aires.  

The debtor can be reached at:

                     Finca Marilia S.A.
                     Uruguay 1037
                     Buenos Aires, Argentina


FORD MOTOR: Plastech Can Get Funding from Lender Consortium
-----------------------------------------------------------
Crain's Detroit Business and The Detroit Free Press report that
the Honorable Phillip Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan has granted Plastech Engineered
Products, Inc., and its debtor-affiliates authorization to:

  i) transfer the DIP facility to a new lender selected and
     formed by their Debtors' major customers General Motors
     Corporation, Ford Motor Company, Johnson Controls Inc.; and

ii) continue to draw under the interim facility provided  
      provide for a continuation of the interim postpetition
      facility provided by Bank of America, N.A., pending the
      transfer.

A draft amendment, dated March 31, 2008, to the Postpetition
Loan and Security Agreement signed by Plastech and Bank of
America provides that the maturity date of the revolving credit
facility will be extended to April 30, 2008, and the maximum
amount available under the facility will be raised to
US$51,500,000 equal to:

   -- US$44,703,000, plus

   -- additional amounts delivered by the major customers.

A full-text copy of the proposed Fifth Amendment to the DIP
Agreement is available for free at:

               http://researcharchives.com/t/s?2a08

Crain's Detroit Business said Judge Shefferly approved the
transfer of post-April 30 financing responsibilities to
Plastech's major customers -- GM, Ford, Johnson Controls and
possibly Chrysler.  Details of the agreement remain subject to
further negotiation and final judicial approval, according to
the report.

According to the Detroit Free Press, bankruptcy experts say
Plastech's decision to obtain loans from its customers -- and
not banks or equity firms -- is an example of the alternatives
that reorganizing companies are turning to as more traditional
lenders tighten their lending and require more onerous terms for
bankruptcy loans.  The credit crunch has made it difficult for
firms in bankruptcy to find loans to exit court protection,
leading to longer stays and greater need for financing while
under Chapter 11, it added.

The Final DIP Facility is scheduled for hearing on April 30,
2008.

The Debtors have filed a budget for the period from March 24,
2008 to May 4, 2008.  A copy of the budget is available for
free:

               http://researcharchives.com/t/s?2a09

                   Parties Consent to New Funding

Key parties-in-interest, including some objections, in the
Chapter 11 cases have signed a statement of consent to an
interim order allowing the Debtors' entry into a DIP facility
sponsored by the Debtors' major customers.  The parties who
signed the document, which was posted in the Court's docket on
April 3, 2008, include:

   -- The Steering Committee of First Lien Term Loan Lenders;

   -- Bank of America

   -- Goldman Sachs Credit Partners L.P., as Pre-Petition First
      Lien Term Agent;

   -- The Official Committee of Unsecured Creditors;

   -- Asahi Kasei;

   -- M&I Equipment Finance Company;

   -- Wells Fargo Equipment Finance, Inc. and The Huntingdon
      National Bank;

   -- RBS Asset Finance, Inc.;

   -- Johnson Controls, Inc.;

   -- Chrysler, LLC, Chrysler Motors Counsel to General Motors
      Corporation LLC and Chrysler Canada Inc.;

   -- Ford Motor Company; and

   -- U.S. Bancorp Equipment Finance, Inc.

Under the proposed transactions, the New DIP Lender will
purchase the BofA Facility and provide the Debtors with
additional funding pursuant to an US$80,000,000 DIP Financing.

                        About Chrysler LLC

Based in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc.
-- http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded
plastic products primarily for the automotive industry.  
Plastech's products include automotive interior trim, underhood
components, bumper and other exterior components, and cockpit
modules.  Plastech's major customers are General Motors, Ford
Motor Company, and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is
certified as a Minority Business Enterprise by the state of
Michigan.  Plastech maintains more than 35 manufacturing
facilities in the midwestern and southern United States.  The
company's products are sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The
Debtors chose Jones Day as their special corporate and
litigation counsel.  Lazard Freres & Co. LLC serves as the
Debtors' investment bankers, while Conway, MacKenzie & Dunleavy
provide financial advisory services.  The Debtors also employed
Donlin, Recano & Company as their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed
in the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling US$729,000,000 and total liabilities
of US$695,000,000.  (Plastech Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                       About General Motors

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

                    About Ford Motor Company

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

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

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 31, 2008, Standard & Poor's Ratings Services said that the
ratings and outlook on Ford Motor Co. and Ford Motor Credit Co.
(both rated B/Stable/B-3) were not affected by Ford's
announcement of an agreement to sell its Jaguar and Land Rover
units to Tata Motors Ltd. (BB+/Watch Neg/--) for US$2.3 billion
(before US$600 million of pension contributions by Ford for
Jaguar-Land Rover).

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


FORD MOTOR: Integrates Global Product Dev't and Purchasing Teams
----------------------------------------------------------------
Ford Motor Company is taking further steps to align its product
development and purchasing organizations into an integrated
global team to accelerate the creation of vehicles customers
really want, reduce costs, enhance quality, and improve
efficiency by eliminating duplicate engineering and purchasing
efforts.

Under changes effective April 1, 2008, Ford is reorganizing
senior leaders in the product development and purchasing
organizations to assign global responsibility for key vehicle
segments and major purchasing functions.  In addition, Ford is
designating a global network of engineering centers that will be
responsible for developing the core attributes of Ford brand
vehicles worldwide.  These changes will allow Ford to more
effectively and efficiently support the company's regional
business units in the Americas, Europe and Asia Pacific and
Africa.

"We have successfully shared technologies across many of our
product lines in the past," Derrick Kuzak, Ford's group vice
president, Global Product Development, said.  "These changes
will allow us to fully leverage Ford's global product
development and purchasing organizations to create more
customer-focused vehicles faster."

Ford consolidated its global product development activities
under Kuzak in December 2006.  Since then, work has been
underway with the purchasing organization under Tony Brown,
group vice president, Global Purchasing, to more closely
integrate the two organizations and eliminate duplication in how
vehicles are created, engineered and sourced.

"Better alignment of our resources not only helps Ford -- it
will also improve the way we do business with our global supply
base by simplifying our sourcing process," Mr. Brown said.  
"This is consistent with the principles of our Aligned Business
Framework, which is strengthening collaboration with our key
suppliers."

Under the new structure, Ford is designating global product
development leads for different vehicle segments, such as small,
mid-size and large cars, leveraging the company's engineering
expertise around the world.

At the same time, Ford is assembling joint product development
and purchasing teams around the world with responsibility for
the company's core engineering and purchasing functions.  Teams
in North America will be responsible for electrical and body
(interior and exterior) engineering for vehicles worldwide, as
well as select powertrains such as V-6 and V-8 engines, hybrids
and automatic transmissions.  Teams in Europe will be
responsible for chassis engineering, and certain powertrains,
including 4-cylinder gasoline and diesel engines, and manual
transmissions.

Asia Pacific and Africa engineering and purchasing resources
will be integrated into Ford's global core engineering and
purchasing groups in Europe and the Americas.  APA will remain
responsible for specific global product development programs and
all regional programs.  The global core engineering teams will
ensure that all Ford brand vehicles around the world share
common DNA, including consistent driving dynamics, interior
quietness and other vehicle attributes.  The core engineering
and purchasing teams also will improve interaction with Ford's
global supply base to leverage economies of scale through common
sourcing, reduce complexity and increase sharing of common
parts.

The changes are designed to further enhance the speed at which
Ford is bringing new vehicles to market.  In the past four
years, Ford has shaved eight to 14 months off the time its takes
to bring a new vehicle to market depending on program
complexity.  The average age of the product portfolio in North
America will improve by 35 percent by 2009.  By the end of 2008
in Europe, the complete product portfolio will have been
replaced or refreshed within the last three years.

While Ford is moving rapidly to a global product development
system, certain vehicle systems will continue to be developed on
a regional basis.  For example, chassis engineering for F-Series
trucks will remain in North America.  Teams in Asia Pacific and
Africa will also continue to be responsible for Ford's global
compact pickup truck development program.  However, going
forward there will be closer coordination on a core engineering
and commodity purchasing level to improve efficiency and
eliminate duplication of work.

The organization changes supporting the new structure will start
in April and continue as new vehicle programs are started.  They
will not result in layoffs or large-scale relocations.

"This is a crucial part of the plan that we started more than a
year ago," Alan Mulally, Ford president and CEO, said.  "We need
product development and purchasing organizations that are
aligned on a global scale.  This is an important step in
fostering a One Ford approach that leverages our global
resources and expertise."

                       About Ford Motor

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

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

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Standard & Poor's Ratings Services said that the ratings and
outlook on Ford Motor Co. and Ford Motor Credit Co. (both rated
B/Stable/B-3) were not affected by Ford's announcement of an
agreement to sell its Jaguar and Land Rover units to Tata Motors
Ltd. (BB+/Watch Neg/--) for $2.3 billion (before $600 million of
pension contributions by Ford for Jaguar-Land Rover).

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

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


FORD MOTOR: Details 2007 Executive Compensation
-----------------------------------------------
Ford Motor Company reiterated the significant progress it is
making on its plan to transform and position the company to grow
profitably around the world with the release of its 2007 Annual
Report and notice of its 2008 Annual Meeting of Shareholders and
Proxy Statement.

The Annual Report and Proxy Statement were mailed to
approximately 730,000 shareholders and the Proxy Statement was
filed with the U.S. Securities and Exchange Commission.  The
documents outline the company's performance in 2007, announce
information about the company's Annual Meeting to be held on
May 8, 2008, and proposals to be presented there, as well as
provide details of compensation
for select corporate officers.

"The year 2007 marked a major turning point for Ford Motor
Company," Ford Executive Chairman Bill Ford writes in the Annual
Report.  "We made significant progress toward our plan to return
to profitability in North America and in our total operations in
2009.  At the same time, we laid the foundation for future
growth."

"To achieve profitable growth, we need to take advantage of
every potential economy of scale and best practice we can find,"
President and CEO Alan Mulally added.  "In the months ahead, you
will see more of the building blocks of the new Ford Motor
Company start to emerge -- as we work together to create a
dynamic global enterprise growing profitably around the world."

During 2007, Ford made significant progress toward its
transformation plan.  All Ford automotive operations were
profitable outside of North America, excluding special items, as
was the company's Financial Services sector.  Specifically, the
company achieved a US$10 billion year-over-year improvement in
overall financial performance before taxes, positive total
automotive operating-related cash flow, significant improvements
in vehicle quality, further cost reductions and successful
introductions of new products and innovative technologies around
the world.

The improved performance and results also will be discussed
during Ford's Annual Meeting of Shareholders, which will begin
at 8:30 a.m. Eastern Time, on May 8, 2008, at the Hotel du Pont,
11th and Market Streets in Wilmington, Delaware.

In addition to information about the Annual Meeting, the 2008
proxy provides a detailed review of total 2007 compensation
provided, granted to or received by five named executive
officers during the year -- based on the company's 2007
performance.  Details include:

   * Alan Mulally, Ford president and chief executive officer,
     earned US$2 million in salary and received incentive bonus
     awards of US$7 million.  Total 2007 compensation was
     US$21,670,674, which includes salary, bonuses, the company-
     recognized expense for stock options and other stock-based
     awards, as well as all other compensation.

   * Don Leclair, Ford executive vice president and chief
     financial officer, earned US$1,005,633 in salary and
     received incentive bonus awards of US$3 million.  His 2007
     compensation totaled US$11,703,127.

   * Mark Fields, Ford executive vice president and president,
     The Americas, earned US$1,255,634 in salary and received
     incentive bonus awards of US$2,850,000.  His 2007
     compensation totaled US$8,389,898.

   * Lewis Booth, Ford executive vice president, Ford of Europe
     and Premier Automotive Group, earned US$868,133 in salary
     and received incentive bonus awards of US$2,250,000.  His
     2007 compensation totaled US$10,264,463.

   * Mike Bannister, Ford executive vice president and CEO, Ford
     Motor Credit Company earned US$708,700 in salary and
     received incentive bonus awards of US$2,150,000.  His 2007
     compensation totaled US$8,677,747.

                         About Ford Motor

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

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

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 31, 2008, Standard & Poor's Ratings Services said that the
ratings and outlook on Ford Motor Co. and Ford Motor Credit Co.
(both rated B/Stable/B-3) were not affected by Ford's
announcement of an agreement to sell its Jaguar and Land Rover
units to Tata Motors Ltd. (BB+/Watch Neg/--) for US$2.3 billion
(before US$600 million of pension contributions by Ford for
Jaguar-Land Rover).

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

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


GMAC LLC: Buys US$1.2 Billion of Residential Capital's Debt
---------------------------------------------------------
GMAC LLC purchased US$1.2 billion of Residential Capital LLC's
notes in open market.  The notes have a fair value of
approximately US$607,192,000 to ResCap in exchange for 607,192
ResCap Preferred units with a liquidation preference of US$1,000
per unit.

ResCap canceled the US$1.2 billion face amount of notes.  GMAC
may, in its sole discretion, on or before May 31, 2008,
contribute up to an additional approximately US$340 million of
ResCap notes, having a fair value of approximately
US$265,779,000, for additional ResCap Preferred units.
     
The ResCap Preferred ranks senior in right of payment to
ResCap's common membership interests with respect to
distributions and payments on liquidation, winding-up or
dissolution of ResCap.

The ResCap Preferred pays quarterly distributions at the rate of
13% of the liquidation preference when, as and if authorized by
ResCap's board of directors.  ResCap may not pay distributions
on its common membership interests if any Preferred
Distributions have not been paid, or sufficient funds have not
been set aside for such payment, for the then-current quarterly
period.  Preferred Distributions are not cumulative.

ResCap is prohibited by the Operating Agreement between it and
GMAC from paying distributions on any of its membership
interests.  The ResCap Preferred is redeemable at ResCap's
option on any Preferred Distribution payment date if approved by
ResCap's board of directors, including a majority of the
independent directors, in whole or in part for 100% of its
liquidation preference plus any authorized but unpaid dividends
on the ResCap Preferred being redeemed.
     
The ResCap Preferred is exchangeable at GMAC's option on a unit-
for-unit basis into preferred membership interests in IB
Financing Holdings LLC at any time on or after Jan. 1, 2009, so
long as neither ResCap nor any of its significant subsidiaries
was the subject of any bankruptcy proceeding on or before that
date.

The ResCap Preferred has no voting rights, except as required by
law, and is not transferable by GMAC to any party other than a
wholly-owned affiliate of GMAC without the consent of ResCap's
board, including a majority of the independent directors.
     
IB Finance owns GMAC Bank, an industrial loan corporation.  
ResCap owns the non-voting common interests and GMAC owns the
voting common interests in IB Finance.  ResCap and GMAC
contribute capital to and share earnings and distributions from
IB Finance based on the performance of the mortgage division and
the automotive division of GMAC Bank.

ResCap, GMAC and IB Finance have entered into an agreement that
provides that, if GMAC elects to exchange the ResCap Preferred
for IB Preferred, IB Finance will allocate capital attributable
to the IB Mortgage Common to the IB Preferred in an amount equal
to the liquidation preference of the ResCap Preferred being
exchanged, which will then be issued to GMAC.

The IB Preferred ranks senior in right of payment to the IB
Mortgage Common with respect to distributions and payments on
liquidation, winding-up or dissolution of IB Finance.  The IB
Preferred has no claims to the assets attributable to the IB
Automotive Common.  

The IB Preferred pays quarterly distributions at the rate of 10%
of the liquidation preference when, as and if authorized by IB
Finance's board out of funds attributable to IB's mortgage
finance operations.  IB Finance may not pay distributions on the
IB Mortgage Common interests if preferred distributions on the
IB Preferred have not been paid, or sufficient funds for such
payments have not been set aside, for the then-current quarterly
period.

Preferred distributions on the IB Preferred are not cumulative.
The IB Preferred is redeemable at the option of ResCap's
independent directors on any preferred distribution payment date
in whole, or in part for 100% of its liquidation preference plus
any authorized but unpaid distributions on the IB Preferred.

The IB Preferred has no voting rights, except as required by
law, and is not transferable by GMAC to any party other than a
wholly-owned affiliate of GMAC without the consent of ResCap's
independent directors.

                    About Residential Capital

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit  
of GMAC Financial Services, which is in turn wholly owned by
GMAC LLC.

                        About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.  Cerberus Capital
Management LP bought 51% GMAC LLC stake from General Motors
Corp. on December 2006.  Its Latin American operations are
located in Argentina, Brazil, Chile, Colombia, Mexico and
Venezuela.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 6, 2008, Fitch Ratings downgraded and removed from Rating
Watch Negative the long-term Issuer Default Rating GMAC LLC and
related subsidiaries to 'BB' from 'BB+'.  Fitch has also
affirmed the 'B' short-term ratings.  Fitch originally placed
GMAC on Rating Watch Negative on Nov. 14, 2007.  The Rating
Outlook is Negative.  Approximately US$100 billion of unsecured
debt is affected by this action.

As reported in the Troubled Company Reporter-Latin America on
Feb. 26, 2008, Standard & Poor's Ratings Services lowered its
ratings on Residential Capital LLC and GMAC LLC.  Residential
Capital LLC was downgraded to 'B/C' from 'BB+/B'.  GMAC LLC was
downgraded to 'B+/C' from 'BB+/B'.  The outlook for both
entities is negative.


GMAC LLC: To Terminate Remainder of CARAT 2005-SN1 on April 15
--------------------------------------------------------------
GMAC Financial Services will exercise its option to purchase the
remainder of Capital Auto Receivables Asset Trust 2005-SN1 on
April 15, 2008.  This will result in a termination of all of the
outstanding CARAT 2005-SN1 Class B-1, B-2, and C asset backed
notes.

The Class B-1 and B-2 notes will be purchased at US$1,000 per
US$1,000 face amount, plus accrued interest from March 17, 2008.  
A total of US$10.0 million Class B-1 4.830 percent asset backed
notes, and  US$70.0 million Class B-2 Libor + 0.750 percent
asset backed notes were sold to the public in April 2005, of
which US$6,185,994.24 Class B-1 asset backed notes and
US$43,301,959.69 Class B-2 asset backed notes remain
outstanding.

The Class C notes will be purchased at US$1,000 per US$1,000
face amount, plus accrued interest from March 17, 2008.  A total
of US$70.0 million Class C Libor + 1.250 percent asset backed
notes were sold to the public in April 2005.

The notes may be presented and surrendered for payment to:

     Citibank N.A.
     Agency & Trust Services
     15th Floor, 111 Wall Street
     New York, NY 10005

Interest on the notes will cease to accrue on and after
April 15, 2008.

                          About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.  Cerberus Capital
Management LP bought 51% GMAC LLC stake from General Motors
Corp. on December 2006.  Its Latin American operations are
located in Argentina, Brazil, Chile, Colombia, Mexico and
Venezuela.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 6, 2008, Fitch Ratings downgraded and removed from Rating
Watch Negative the long-term Issuer Default Rating GMAC LLC and
related subsidiaries to 'BB' from 'BB+'.  Fitch has also
affirmed the 'B' short-term ratings.  Fitch originally placed
GMAC on Rating Watch Negative on Nov. 14, 2007.  The Rating
Outlook is Negative.  Approximately US$100 billion of unsecured
debt is affected by this action.

As reported in the Troubled Company Reporter-Latin America on
Feb. 26, 2008, Standard & Poor's Ratings Services lowered its
ratings on Residential Capital LLC and GMAC LLC.  Residential
Capital LLC was downgraded to 'B/C' from 'BB+/B'.  GMAC LLC was
downgraded to 'B+/C' from 'BB+/B'.  The outlook for both
entities is negative.


GUACAMOLE COMPANY: Proofs of Claim Verification is Until June 6
---------------------------------------------------------------
Oscar Alfredo Arias, the court-appointed trustee for Guacamole
Company SA's bankruptcy proceeding, will be verifying creditors'
proofs of claim until June 6, 2008.

Mr. Arias will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 1 in Buenos Aires, with the assistance of Clerk
No. 1, 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 Guacamole Company 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 Guacamole Company's
accounting and banking records will be submitted in court.

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

The debtor can be reached at:

           Guacamole Company SA
           Sarmiento 643
           Buenos Aires, Argentina

The trustee can be reached at:

           Oscar Alfredo Arias
           Carlos Pellegrini 1063
           Buenos Aires, Argentina


ITALPANAL SA: Buenos Aires Court Concludes Reorganization
---------------------------------------------------------
Italpanal S.A. concluded its reorganization process, according
to data released by Infobae on its Web site.  The closure came
after the National Commercial Court of First Instance in Buenos
Aires, homologated the debt plan signed between the company and
its creditors.

The company can be reached at:

         Italpanal S.A.
         Esmeralda 740
         Buenos Aires, Argentina


MUNDO CARTOGRAFICO: Trustee to Verify Claims Until June 25
----------------------------------------------------------
Estudio Solis, Castellani, Sajuli y Asociados -- the court-
appointed trustee for Mundo Cartografico SRL's reorganization
proceeding -- will be verifying creditors' proofs of claim until
June 25, 2008.

Estudio Solis will present the validated claims in court as  
individual reports.  The National Commercial Court of First  
Instance No. 7 in Buenos Aires, with the assistance of Clerk  
No. 14, 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 Mundo Cartografico 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 Mundo Cartografico's
accounting and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

Creditors will vote to ratify the completed settlement plan  
during the assembly on April 8, 2009.

The debtor can be reached at:

        Mundo Cartografico SRL
        Benjamin Matienzo 2426
        Buenos Aires, Argentina

The trustee can be reached at:

        Estudio Solis, Castellani, Sajuli y Asociados
        Corrientes 1515
        Buenos Aires, Argentina


OR MAZAL: Files for Reorganization in Buenos Aires Court
--------------------------------------------------------
Or Mazal S.A. has requested for reorganization approval after
failing to pay its liabilities.

The reorganization petition, once approved by the court, will
allow Or Mazal 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. 10 in Buenos Aires.  Clerk No. 20 assists the court
in this case.

The debtor can be reached at:

                     Or Mazal S.A.
                     Catamarca 2221
                     Buenos Aires, Argentina


ROSAC SA: Files for Reorganization in Buenos Aires Court
--------------------------------------------------------
Rosac S.A. Servicios Empresarios has requested for
reorganization approval after failing to pay its liabilities
since Oct. 25, 2007.

The reorganization petition, once approved by the court, will
allow Rosac S.A. 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. 11 in Buenos Aires.  Clerk No. 21 assists the court
in this case.

The debtor can be reached at:

                     Rosac S.A. Servicios Empresarios
                     Rodriguez Pena 736
                     Buenos Aires, Argentina


TELECOM ARGENTINA: Intends to Pay 26.4% of Remaining Notes
----------------------------------------------------------
Telecom Argentina S. A., subject to any change in Argentine
Central Bank regulations, it intends to make a
Note Payment on April 15, 2008, or as soon as practicable
thereafter.  This Note Payment will result in the payment
of the remaining 26.4% of the principal amortization payment
scheduled to be paid on Oct. 15, 2010, the payment in whole of
the principal amortization payment scheduled to be paid on
April 15, 2011 and the payment of 45% of the principal
amortization payment scheduled to be paid on Oct. 15, 2011.  On
the same date, Telecom Argentina intends to make the
corresponding interest payment.

Series    Curr. Due Date  ISIN No.  % of the     % of Original
                                     Original   Principal Amount
                                     Principal Outstanding after
                                      Amount      Note Payment

Series A   US$    2014  US879273AK60 12.2380%      45.0870%
                         XS0218481744
                          Not Listed

            EUR    2014  XS0218482122 12.2380%       45.0870%
                         XS0218482395
                          Not Listed

            ARS    2014    Not Listed 12.2380%       45.0870%

            JPY    2014    Not Listed 12.2380%       45.0870%

Series B   US$    2011    US879273AM27 12.8550%      4.125%
                           XS0218482981
                            Not Listed
    
The payment will be made to the holders of the Notes held in
global form through the settlement systems of DTC, Euroclear or
Clearstream, as applicable.  Payments to holders of Notes in
certificated form will be made by wire transfer to the accounts
of the respective holders.

Nortel Inversora S.A., which acquired the majority of the
Company from the Argentine government, holds 54.74% of Telecom's
common stock.  Nortel is a holding company where the common
stock (approximately 68% of capital stock) is owned by Sofora
Telecomunicaciones S.A.  Additionally, Nortel capital stock is
comprised of preferred shares that are held by minority
shareholders.  As of Dec. 31, 2007, Telecom had 984,380,978
shares outstanding.

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

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

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 21, 2008, Fitch Ratings upgraded Telecom Argentina's
foreign and local currency issuer default ratings to 'B+' from
'B'.  Fitch said the outlook is positive.


WR GRACE: Inks US$250MM Deal to Settle Asbestos-Related Claims
--------------------------------------------------------------
W. R. Grace & Co. disclosed an agreement in principle that would
settle all present and future asbestos-related personal injury
claims.  The agreement, reached with the Official Committee of
Asbestos Personal Injury Claimants, the Future Claimants
Representative and the Official Committee of Equity Security
Holders, requires these assets to be paid into a trust to be
established under Section 524(g) of the United States Bankruptcy
Code:

   -- Cash in the amount of US$250 million;

   -- Warrants to acquire 10 million shares of Grace common
      stock at an exercise price of US$17 per share, expiring
      one year from the effective date of a plan of
      reorganization;

   -- Rights to proceeds under Grace's asbestos-related
      insurance coverage;

   -- The value of cash and stock under the litigation
      settlement agreements with Sealed Air Corporation and
      Fresenius Medical Care Holdings Inc.; and

   -- Deferred payments at US$110 million per year for five
      years beginning in 2019, and US$100 million per year for
      ten years beginning in 2024; the deferred payments would
      be obligations of Grace backed by 50.1% of Grace's common
      stock to meet the requirements of Section 524(g).

The agreement in principle contemplates the filing of a plan of
reorganization and related documents with the Bankruptcy Court.
The plan will be subject to approval of its co-proponents, exit
financing, and Bankruptcy Court and District Court approvals.

"This agreement in principle is a very important step in
emerging from Chapter 11," Fred Festa, Grace's chairman,
president and chief executive officer, said.  "In this
challenging global marketplace, we need to be able to focus all
of our efforts on increasing shareowner value and continued
improvement in our core businesses."  

"The agreement and the Plan of Reorganization that will be based
on it will be good for our shareholders, customers, creditors,
and our employees," Mr. Festa added.  "A lot of work remains to
be done before we can confirm a Plan of Reorganization, but I am
optimistic we will be successful in reaching that goal by the
end of this year or early in 2009."

"Also, I want to point out that the Plan of Reorganization will
preserve all employee benefits. During the seven years we have
been in Chapter 11, our people have nearly doubled Grace's sales
and dramatically improved the core businesses, Mr. Festa
continued.  "We look forward to final approval of our Plan of
Reorganization when we can once again operate without the
constraints of Chapter 11."

                     About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally, including Argentina,
Australia and Ireland.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and
Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the
Official Committee of Asbestos Personal Injury Claimants.  The
Asbestos Committee of Property Damage Claimants tapped Scott
Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena
Price & Axelrod, LLP, to represent it.  Thomas Moers Mayer,
Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the
Official Committee of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure
Statement on Nov. 13, 2004.  On Jan. 13, 2005, they filed an
Amended Plan and Disclosure Statement.  The hearing to consider
the adequacy of the Debtors' Disclosure Statement began on Jan.
21, 2005.  The Debtors' exclusive period to file a chapter 11
plan expired on July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of US$3,620,400,000 and total debts of US$4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of US$3,335,000,000, and total debts of US$3,712,000,000.  


WR GRACE: MassDEP et al. Mulls Liability Transfer Agreement
-----------------------------------------------------------
Five parties-in-interest filed separate objections to the
liability transfer agreement between W.R. Grace & Co. and its
debtor-affiliates, and Environmental Liability Transfer, Inc.,
pursuant to which the Debtors will transfer almost US$12,500,000
of environmental liabilities to ELT.

The U.S. Government points out that the the Liability Transfer
Motion is silent as to what impact the transaction will have
with regard to the Debtors' obligations under the December 2007
settlement resolving the Government's environmental claims or
under state and federal environmental laws and regulations.

The Government, supported by the Massachusetts Department of
Environmental Protection, further points out that the Motion
does not disclose several information that would give parties-
in-interest an informed judgment as the Liability Transfer
Motion, including:

   (a) the nature and extent of contamination at the Properties,
       the status of environmental remediation, and the Debtors'
       estimate of future clean-up costs;

   (b) the current financial condition of ELT or an analysis of
       its financial condition after assumption of the Debtors'
       liabilities; and

   (c) an analysis of whether the funds placed in trust will be
       adequate to fund clean-up of the Properties.

The MassDEP and UniFirst Corporation, a jointly liable party,
point out that the Motion is not clear whether the Debtors will
remain responsible for their environmental liabilities at the
Woburn, Massachusetts Superfund Site, in the event the proposed
Trust funding proves inadequate and ELT fails to satisfy the
liabilities from its own assets.  

UniFirst suggests that the Debtors should be required to state
unequivocally (i) whether they will remain responsible for all
liabilities transferred to ELT, and (ii) whether they will seek
to be released or discharged from any of their liabilities
absent their satisfaction by ELT.

A third party, Hampshire Chemical Corp., seeks clarification to
the effect that the liability transfer agreement does not intend
or will be interpreted to expunge or in any way implicate its
US$6,500,000 claim against the Debtors with respect to the
Owensboro, Kentucky Site; or impair Hampshire's rights to pursue
its Claim.

Hampshire also asks that the definition of "Permitted Title
Exceptions" as to the Owensboro Site be amended to include and
encompass all easements and restrictions of record
notwithstanding whether an easement or a restriction is
specifically identified in the liability transfer agreement.

The New York State Department of Environmental Conservation
contends that the Debtors did not state what effect the Motion
will have on their continuing obligations to the state with
respect to the site located in Waterloo, Seneca County, New
York.

The NYDEC complains that the Debtors did not provide sufficient
information to determine the current condition of the 10
properties for parties-in-interest to determine whether the
funds to be deposited in the Trust would be adequate to meet the
Debtors' remediation obligations for the Site.  The Debtors also
did not include an estimate of the costs they are obligated to
cover under the terms of the Consent Order governing the clean-
up of the Waterloo Site or the costs the Debtors are obligated
to incur with respect to the other nine properties to allow the
state to determine whether the funds to be deposited in the
Trust would be adequate to meet the Debtors' remediation
obligations at the Site, the NYDEC notes.

                       About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally, including Argentina,
Australia and Ireland.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and
Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the
Official Committee of Asbestos Personal Injury Claimants.  The
Asbestos Committee of Property Damage Claimants tapped Scott
Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena
Price & Axelrod, LLP, to represent it.  Thomas Moers Mayer,
Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the
Official Committee of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure
Statement on Nov. 13, 2004.  On Jan. 13, 2005, they filed an
Amended Plan and Disclosure Statement.  The hearing to consider
the adequacy of the Debtors' Disclosure Statement began on Jan.
21, 2005.  The Debtors' exclusive period to file a chapter 11
plan expired on July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of US$3,620,400,000 and total debts of US$4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of US$3,335,000,000, and total debts of US$3,712,000,000.  
(W.R. Grace Bankruptcy News, Issue No. 155; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


WR GRACE: BoA's DIP Financing Decreased to US$165 Million
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Amendment No. 6 to the DIP Facility between W.R. Grace & Co. and
its debtor-affiliates and a syndicate of lenders led by Bank of
America, N.A., which reduces the amount of revolving loans and
face amount of letters of credit permitted to a maximum of
US$165,000,000, and extends the expiration date of the DIP
Facility to the earlier of April 1, 2010, or the Debtors'
emergence from Chapter 11.

Three lenders committed to provide US$165,000,000, of DIP Loans
to
the Debtors:

   Lender                                    Commitment
   ------                                    ----------
   Bank of America, N.A.                 US$100,000,000
   The CIT Group/Business Credit, Inc.       40,000,000
   PNC Bank, National Association            25,000,000

The Amendment also permits the increase of commitments of
existing lenders and commitments by new lenders up to an
aggregate maximum amount of US$250,000,000.  

The Debtors disclose in a regulatory filing with the Securities
and Exchange Commission that they have no revolving loans and
US$61,400,000 of standby letters of credit issued are
outstanding under the DIP Facility.  The letters of credit and
other holdback provisions under the DIP Facility reduce the
aggregate unused availability for revolving loans and letters of
credit to US$103,600,000, the Debtors say.  The letters of
credit were issued mainly for trade-related matters like
performance bonds, as well as certain insurance and
environmental matters.

A full-text copy of DIP Amendment No. 6 is available for free
at http://ResearchArchives.com/t/s?2a0a

                       About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally, including Argentina,
Australia and Ireland.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and
Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the
Official Committee of Asbestos Personal Injury Claimants.  The
Asbestos Committee of Property Damage Claimants tapped Scott
Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena
Price & Axelrod, LLP, to represent it.  Thomas Moers Mayer,
Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the
Official Committee of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure
Statement on Nov. 13, 2004.  On Jan. 13, 2005, they filed an
Amended Plan and Disclosure Statement.  The hearing to consider
the adequacy of the Debtors' Disclosure Statement began on Jan.
21, 2005.  The Debtors' exclusive period to file a chapter 11
plan expired on July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of US$3,620,400,000 and total debts of US$4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of US$3,335,000,000, and total debts of US$3,712,000,000.  
(W.R. Grace Bankruptcy News, Issue No. 155; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


* ARGENTINA: Meeting With France May Help Paris Club Debt Talks
---------------------------------------------------------------
Argentina's President Cristina Fernandez de Kirchner's meeting
with French President Nicolas Sarkozy may bring "new stimulus"
to negotiations with the Paris Club over Argentina's
US$6.3 billion debt, Reuters reports.

Argentine Economy Minister Martin Lousteau told journalists
during the Inter-American Development Bank meeting in Miami,
"The trip of the Argentine president to France, where she is
expected to meet the French president, means a change in the
quality (of the talks)."

Reuters relates that Argentina defaulted in debt payments in
late 2001 and made an early repayment of about US$10 billion
owed to the International Monetary Fund in 2005.  It is still
negotiating its remaining debt with the Paris Club, which is
composed of 19 creditor nations.

Argentina had met twice with creditors in Paris early this year,
with the first meeting taking place in February and was followed
by talks in March, Reuters says, citing Minister Lousteau.

Minister Lousteau told Reuters that the two meetings were aimed
at setting the pace for an agreement for Argentina to pay what
it owes Paris Club.  The Minister denied to Reuters that
Argentina made a cash offer to pay some of its debt.

"The technical meeting [in March] discussed issues related to
the macroeconomic situation of Argentina and a sustainability
analysis," Minister Lousteau commented to Reuters.

Reuters notes that since defaulting in its debt payments,
Argentina's economy has boomed and the nation has been facing
increasing pressures to pay its debt as it has accumulated over
US$50 billion in reserves.

Any agreement with the Paris Club would have to respect
Argentina's sovereignty and give the nation time to pay the
debt, Minister told Reuters.  

According to Reuters, Minister Lousteau ruled out any
involvement of the IMF as part the negotiations.   He told
Reuters that it's "non-negotiable."



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

SECURITY CAPITAL: Receives NYSE Notice of Non-Compliance
--------------------------------------------------------
Security Capital Assurance Ltd. has received notification from
the New York Stock Exchange advising it that the company was not
in compliance with a NYSE continued listing standard applicable
to its common shares.

In the notification received on April 3, 2008, the NYSE advised
Security Capital that its common shares were "below criteria"
for the average price of a security.  According to the NYSE
Price Criteria for Common Shares, a company is considered to be
below compliance standards if the average closing price of a
security as reported on the consolidated tape is less than
US$1.00 over a consecutive 30 trading-day period.  As of
April 1, 2008, the company's common shares reached a 30 trading-
day average closing price of US$0.98.

The company notified the NYSE that it intends to cure the
average price deficiency and maintain its listing.  However,
there can be no assurance that the company will be successful in
its attempt to cure the deficiency.

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.

                          *      *      *

As reported in the Troubled Company Reporter-Latin America on
April 2, 2008, 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.



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

ABITIBIBOWATER INC: Unit's Exchange Offer for 3 Notes Ends
----------------------------------------------------------
AbitibiBowater Inc. disclosed that the exchange offers by
Abitibi-Consolidated Company of Canada, an indirect subsidiary
of AbitibiBowater, expired at 12:00 midnight, New York City
time, on April 4, 2008.  The exchange offers were for the 6.95%
Senior Notes due 2008, 5.25% Senior Notes due 2008 and 7.875%
Senior Notes due 2009.

Approximately 89.4% of the outstanding 6.95% Senior Notes,
92.1% of the outstanding 5.25% Senior Notes and 94.8% of the
outstanding 7.875% Senior Notes were validly tendered in the
exchange offers. As a result, ACCC issued an aggregate of
approximately US$292.9 million principal amount of 15.5% Senior
Notes due 2010 and approximately US$217.7 million in cash
including payment of accrued interest to tendering note holders
in connection with the exchange offers.

As reported in the Troubled Company Reporter on March 12, 2008,
AbitibiBowater Inc. commenced private offers to exchange notes
in a private placement for a combination of cash and new 15%
Senior Notes due 2010 to be issued by Abitibi-Consolidated
Company of Canada.

Old notes include: (i) 6.95% Senior Notes due 2008 of Abitibi-
Consolidated Inc., a subsidiary of ABH; (ii) 5.25% Senior Notes
due 2008 of ACCC, a subsidiary of ACI; and (iii) 7.875% Senior
Notes due 2009 of Abitibi-Consolidated Finance L.P., a
subsidiary
of ACI.
    
                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc.
(NYSE:ABH) -- http://www.abitibibowater.com/-- was formed as a  
result of the combination of Abitibi-Consolidated Inc. and
Bowater Incorporated.  Pursuant to the transaction, Abitibi-
Consolidated Inc. and Bowater Incorporated became subsidiaries
of AbitibiBowater.  The company produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products and markets these products to more than 90 countries.

Following the required divestiture agreed to with the U.S.
Department of Justice, AbitibiBowater will own or operate 27
pulp and paper facilities and 35 wood products facilities
located in the United States, Canada, the United Kingdom and
South Korea. The company also has newsprint sales offices in
Brazil and Singapore.  The company's shares also trade at the
Toronto Stock Exchange under the stock symbol ABH.

                          *     *     *

As reported in the Troubled Company Reporter on April 3, 2008,
Fitch Ratings expects to assign a 'CCC/RR1' rating to Abitibi-
Consolidated Inc.'s new US$400 million 364-day senior secured
term loan and new US$413 million senior secured 13.75% notes due
2011.  ACI's new 15.5% senior unsecured notes due 2010 being
issued as partial consideration for the tender of upcoming
maturing bonds have been assigned an expected rating of
'CC/RR4'.


ABITIBIBOWATER INC: Bowater Unit Amends Credit Agreements
---------------------------------------------------------
Bowater Incorporated, a subsidiary of AbitibiBowater Inc., and
certain of Bowater's direct and indirect subsidiaries, entered
into amendments, dated as March 31, 2008, to Bowater's U.S. and
Canadian credit agreements.

The Amendment to the U.S. credit agreement was entered into
among Bowater and certain of the company's subsidiaries; certain
lenders; and Wachovia Bank, National Association, as
Administrative Agent for the various lenders under that credit
agreement.

The Amendment to the Canadian credit agreement was entered into
among Bowater; Bowater Canadian Forest Products Inc., an
indirect subsidiary of Bowater; and certain of the company's  
subsidiaries; certain lenders; and The Bank of Nova Scotia, as
Administrative Agent for the lenders.

The Amendments principally:

    i) withdraw the requirement that Bowater transfer the
       Catawba, South Carolina mill assets and related
       operations to a new subsidiary of Bowater;

   ii) require that Bowater transfer the stock in subsidiaries
       owning the Coosa Pines and Grenada assets to
       AbitibiBowater and grant the lenders first-ranking
       mortgages on such assets before April 30, 2008;

  iii) amend the "change in control" definition so that
       following the conversion into equity of the
       US$350 million aggregate principal amount of
       AbitibiBowater 8.0% Convertible Notes due 2013 issued to
       Fairfax Financial Holdings Limited on April 1, 2008, no
       person or group may own more than 50% of the voting stock
       of AbitibiBowater, as compared to 30% prior to the
       Amendments;
   
   iv) provide an unsecured guarantee by AbitibiBowater of
       obligations under the U.S. credit agreements;

    v) permit AbitibiBowater to incur the AbitibiBowater
       Convertible Debt and permit Bowater to send distributions
       to AbitibiBowater to service interest on such debt so
       long as certain conditions are satisfied;
  
   vi) permit Bowater to send distributions to AbitibiBowater to
       fund 50% of AbitibiBowater's overhead expenses plus, if
       no default exists, up to US$10,000,000 per year;

  vii) impose additional reporting obligations on Bowater and
       implement more extensive eligibility criteria for the    
       assets that may be used in determining the borrowing base
       under the facility, thereby reducing the funds available
       under the credit facility; and

viii) extend until April 15, 2008, the time for delivery of   
       Bowater's 2007 audited financial statements, related
       compliance and other certificates and its 2008 annual
       business plan and projections.

A full-text copy of the Fourth Amendment, dated as of
March 31, 2008, to the U.S. Credit Agreement dated as of
May 31, 2006, is available for free at
http://researcharchives.com/t/s?2a1e

A full-text copy of the Fourth Amendment, dated as of
March 31, 2008, to the Canadian Credit Agreement dated as of
May 31, 2006, is available for free at
http://researcharchives.com/t/s?2a1f

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc.
(NYSE:ABH) -- http://www.abitibibowater.com/-- was formed as a  
result of the combination of Abitibi-Consolidated Inc. and
Bowater Incorporated.  Pursuant to the transaction, Abitibi-
Consolidated Inc. and Bowater Incorporated became subsidiaries
of AbitibiBowater. The company produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products and markets these products to more than 90 countries.  

Following the required divestiture agreed to with the U.S.
Department of Justice, AbitibiBowater will own or operate 27
pulp and paper facilities and 35 wood products facilities
located in the United States, Canada, the United Kingdom and
South Korea.  The company also has newsprint sales offices in
Brazil and Singapore.  The company's shares also trade at the
Toronto Stock Exchange  under the stock symbol ABH.

                          *     *     *

As reported in the Troubled Company Reporter on April 3, 2008,
Fitch Ratings expects to assign a 'CCC/RR1' rating to Abitibi-
Consolidated Inc.'s new US$400 million 364-day senior secured
term loan and new US$413 million senior secured 13.75% notes due
2011.  ACI's new 15.5% senior unsecured notes due 2010 being
issued as partial consideration for the tender of upcoming
maturing bonds have been assigned an expected rating of
'CC/RR4'.


AMAZONIA CELLULAR: S&P Lifts Foreign Currency Credit Rtng to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its foreign currency
corporate credit rating on Brazil-based Amazonia Celular S.A. to
'BB+' from 'B+' and removed it from CreditWatch positive, where
it was placed on Aug. 9, 2007.  The outlook is stable.
     
The rating action follows Telemar Norte Leste S.A.'s (Telemar;
BB+/Stable/--) announcement on April 3, 2008, that it concluded
the acquisition of Amazonia.
     
At the same time, S&P raised its rating on the company's co-
issued five-year notes with Telemig Celular S.A. to 'BB' from
'B+'.  The note holders rely on the joint-and-several credit and
financial standing of both senior unsecured issuers, Telemig and
Amazonia, for servicing the debt, so the rating on the notes
reflects the capacity of Amazonia and Telemig to make the timely
interest payments during the lifetime of their respective
underlying notes and principal at maturity.
      
"With the acquisition, we expect Amazonia to benefit not only
from Telemar's business profile, as the company will be part of
one of the largest integrated telecom companies in the country
instead of a regional player, but also from the stronger
financial profile of its controlling shareholder," said S&P's
credit analyst Victor Saulytis.  "We view Telemar as
strategically well positioned to benefit from growth
opportunities in the constantly shifting telecom industry, as it
operates in a vast geographic area of Brazil that has more than
50% of the country's population."  It has already demonstrated
its capacity to deploy new services and offer bundled services,
while retaining sound liquidity to support its significant
annual capital expenditure requirements.
     
Amazonia is the third-largest mobile phone company in the state
of Amazonas, with approximately 328,000 connected subscribers
and a market share of 19.4% as of Dec. 31, 2007.  In 2007, the
company's revenues reached US$252 million (US$200 million in the
previous year).  Even with the fierce competition in the mobile
segment in its service area, S&P expects Amazonia to continue
posting moderate credit metrics as evidenced by total-debt-to-
EBITDA of about 1.5 and funds-from-operations-to-total-debt
ranging from 30% to 40% (1.1 and 47%, respectively, as of
December 2007).
     
Amazonia's liquidity position increased in the last year, but
still has high leverage with a short-term debt concentration of
50%.  In December 2007, the company had a cash position of US$17
million, compared with the short-term debt maturities of US$43
million.  The company depends on refinancing opportunities due
to a modest cash flow when compared with its short-term debt
concentration.
     
Amazonia also has a conservatively hedged policy to avoid losses
regarding foreign exchange variations, which is positive because
of the nature of its debt, which is totally concentrated in U.S.
dollars.  S&P expects the company to change its debt nature to
reduce its foreign exchange exposure, because its revenues are
entirely denominated in local currency.
     
The stable outlook reflects that of Telemar.  S&P expects that,
despite the fierce competitive environment and rapidly shifting
technologies, Telemar will sustain its leading position in its
service area.  This will be supported by its diversified
services portfolio, its clear strategic intention to be one of
the market consolidators, and the company's financial strengths,
including sound levels of liquidity and cash flow generation.  
The outlook could be revised to positive if the company can
continue delivering strong margins in an increasingly
competitive industry and S&P perceives a more conservative
financial policy.  Negative pressure on ratings would come from
a material shift in S&P's expectations, which could emerge from
a significant change in the company's financial policies or
deterioration in the competitive and economic environment
affecting its operations .

Headquartered in Belem, Brazil, Amazonia Celular SA provides
mobile communications services in the states of Maranhao, Para,
Amazonas, Amapa and Roraima in the northern region of Brazil.  
With 1.4 million subscribers and a 20% market share in its
concession area as of Dec. 31, 2007, Amazonia reported net
revenues of BRL487 million in 2007.


ASPEN TECH: ATF II Completes Payments to Key Bank Facility
----------------------------------------------------------
As reported on the company's Form 8-K filed on Oct. 2, 2006,
Aspen Technology Inc. and two of its special purpose entities
closed a revolving credit facility for US$75 million with Key
Bank National Association; Key Equipment Finance Inc., as Agent;
and Relationship Funding LLC, as CP Issuer.

The special purpose entities the company formed in connection
with this financing transaction are: Aspen Technology Funding
2006-I LLC, which is a direct subsidiary of the company; and
Aspen Technology Funding 2006-II LLC, which is a direct
subsidiary of ATF I.

Pursuant to a Letter Agreement dated March 28, 2008,
Relationship Funding received payment from ATF II on
March 31, 2008, in the aggregate amount of US$12,206,721.12, and
Key Equipment Finance received payment from ATF II in the
aggregate amount of US$780,155.39.

The Letter Agreement provides that all obligations under the
Loan Agreement were terminated and satisfied upon completion of
these payments, except for obligations arising under the terms
of the Loan Agreement and other applicable transaction documents
that, by its terms, survive the termination of the Loan
Agreement or such other transaction documents, as applicable.  
The Letter Agreement also provides that all of the liens or
security interests granted to the Agent were irrevocably and
unconditionally terminated and released in full.

A full-text copy of the March 28, 2008 Letter Agreement is
available for free at http://researcharchives.com/t/s?2a05

                      About Aspen Technology

Based in Cambridge, Massachusetts, Aspen Technology Inc.
(Nasdaq:AZPN) -- http://www.aspentech.com/-- provides software     
and professional services that help process companies improve
efficiency and profitability by enabling them to model, manage
and control their operations.  The company has locations in
Brazil, Malaysia and France.

The company has not yet completed the preparation of its
restated financial statements necessary to complete its Form 10-
K for the period ended June 30, 2007, and its Form 10-Q for the
periods ended Sept. 30, and Dec. 31, 2007.  As previously
disclosed, the company identified errors in its accounting for
sales of installments receivable.

                          *     *     *

Moody's Investor Service placed the company's long-term
corporate family rating at B2 and its equity-linked rating at
Caa1 in October 2001.  These ratings still hold to date with a
stable outlook.


ATARI INC: Curtis Solsvig Resigns as Chief Restructuring Officer
----------------------------------------------------------------
Following the appointment of Jim Wilson as chief executive
officer and president of Atari Inc., Curtis G. Solsvig III
resigned as Atari's chief restructuring officer effective
April 2, 2008.

Mr. Solsvig will continue to provide services to Atari pursuant
to an engagement letter previously entered into between Atari
and AlixPartners LLP, which was retained to assist Atari through
its restructuring process.

                         About Atari Inc.

Headquartered in New York, Atari Incorporated, (NASDAQ: ATAR) --
http://www.atari.com/-- publishes and distributes interactive   
entertainment software in the U.S.  The company's 1,000+
published titles distributed by the company include hard-core,
genre-defining franchises such as Test Drive(R); and mass-market
and children's franchises such Dragon Ball Z(R).  Atari Inc. is
a majority-owned subsidiary of France- based Infogrames
Entertainment SA, an interactive games publisher in Europe.  
Atari has offices in Brazil, the United Kingdom and Japan.

As reported in the Troubled Company Reporter on Feb. 20, 2008,
Atari Inc.'s consolidated balance sheet at Dec. 31, 2007, showed
US$43.5 million in total assets and US$60.3 million in total
liabilities, resulting in a US$16.8 million total stockholders'
deficit.

                       Going Concern Doubt

New York-based Deloitte & Touche LLP expressed substantial doubt
about Atari's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended March 31, 2007.  The auditing firm pointed to the
company's significant operating losses.

As disclosed on March 21, 2008, BlueBay High Yield Investments
(Luxembourg) S.A.R.L., the lender under Atari's senior secured
credit facility, had agreed to extend its forbearance from
exercising its remedies with respect to certain violations of
covenants under the credit facility until the earliest to occur
of (i) March 17, 2008, (ii) additional covenant defaults, other
than the ones existing as the date of the forbearance agreement
or (iii) any action that is viewed to be adverse to the position
of the lender.

This forbearance period has expired and Atari is currently in
discussions with BlueBay with respect to, among other things, an
extension of the forbearance period.


BANCO ITAU: Buys Back 14.1MM Preferred Shares for BRL41.05 Each
---------------------------------------------------------------
Banco Itau Holding Financeira SA has repurchased 14.1 million
preferred shares for an average price of BRL41.05 each last
month.

Banco Itau told Business News Americas that the share prices
varied between BRL38.65 and BRL44.00 in March.

According to BNamericas, Banco Itau's parent firm Itausa bought
back 8.00 million preferred shares in March for an average price
of BRL10.35.

BNamericas relates that Banco Itau shareholders will hold a
meeting on April 23 to discuss the cancellation of some 10.3
million common shares and 15.0 million preferred shares.  The
shareholders will also consider increasing capital to
BRL17.0 billion from BRL14.3 billion "through revenue reserves
and the issue of 605 million new shares -- 311 million common
shares and 294 million preferred shares -- to existing
shareholders at no price."

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

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 12, 2007, Fitch changed the outlook of Banco Itau Holding
Financiera S.A.'s 'BB+' foreign currency IDR rating to positive
from stable.


BANCO ITAU: Increases Stake in Banco BPI to 18.8%
-------------------------------------------------
Banco Itau Holding Financeira SA has increased its stake in
Banco BPI SA to 18.8%, Itau Europe's Vice President Carlos
Camara Pestana told Jornal de Negocios.

According to Jornal de Negocios, Banco Itau purchased 0.5% of
Banco BPI in the last few weeks.  Banco Itau owned 17.6% of
Banco BPI as of June 2007.

Jornal de Negocios relates that Mr. Pestana doesn't rule out
purchasing more Banco BPI shares.  

The Bank of Portugal has given Banco Itau permission to increase
its stake in Banco BPI to 20%, Jornal de Negocios states.

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

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 12, 2007, Fitch changed the outlook of Banco Itau Holding
Financiera S.A.'s 'BB+' foreign currency IDR rating to positive
from stable.


BANCO NACIONAL: Okays BRL35.3 Billion Energy Projects Financing
---------------------------------------------------------------
The portfolio of Banco Nacional de Desenvolvimento Economico e
Social, the Brazilian Development Bank, includes 122 energy
projects, which will demand financing amounting to BRL35.3
billion and will enable total investments in the Brazilian
economy of BRL62 billion.  The greatest portion, around 90%,
will be allocated to energy generation.

The Bank currently holds 101 ongoing electric power generation
projects, corresponding to and addition of 14.2 mil megawatts to
Brazilian current power plants, of 100 thousand MW.  The new
investments supported by BNDES will generate power energy to
supply a region sheltering roughly 30 million people.

Energy has become one of the major segments in BNDES's strategic
planning, which has brought changes to the Bank's operational
policy.  Interests charged in energy project financing dropped
from 3%, in 2005, to the current 0.5% per annum, one of the
lowest rates ever seen in BNDES credit facilities.  Broadly
speaking, the maximum basic spread charged by the Bank amounts
to 3% per annum.

Consolidated results - BNDES's portfolio in terms of energy
projects in 2003 up to 2008, including projects pending
approval, amounts to financing of BRL65 billion and investments
of BRL112.8 billion.  As many as 229 projects will add 29
thousand MW to the Brazilian power sector.

In terms of power transmission, the 48 projects of the Bank, in
the period analyzed provide BRL8,3 billion in financing.  The
facilities add to the Brazilian Interconnected System 15,2
thousand kilometers of transmission lines, which are critical to
address the growth in power demand in locations away from
large city centers.

PAC - Out of BNDES energy projects, 93 are included in the
Growth Acceleration Program (PAC), amounting to BRL36,5 billion
of financing and investments of BRL60,6 billion. From these, 59
have been approved, most of which, 53, consist of energy
generation projects, which financing of BRL10,9 billion and
installed capacity of 4,6 thousand MW.  The PAC energy
generation projects altogether, in BNDES, will provide
additional 15,4 thousand MW to the Brazilian installed capacity.

Among the main projects approved we can name the Estreito Power
Plant (UHE), with 1.087 MW (BRL2,7 billion financing), Foz do
Chapeco Power Plant, with 855 MW (BRL1,7 billion financing) and
Simplicio Power Plant, with 334 MW (BRL588 million financing).

In bioelectricity, BNDES holds eight projects, with total
generation capacity of 366 MW, corresponding to BRL819 million
financing. Among the leading projects approved we can highlight
the Beberibe wind power plant (BRL94,9 million financing and
generation of 26 MW), Santa Cruz power plant, powered by
sugarcane waste (BRL121,1 million financing and generation of 45
MW) and Lorenzetti power plant, supported by a BRL152,3 million
financing and 52 MW of capacity.

Annual performance - In 2007, the approvals granted totaled
BRL12,7 billion, representing an jump of 270% as compared to the
previous year.  Figures represent an addition of 3,6 thousand MW
of generation capacity and 2,8 thousand kilometers of
transmission lines.

In that period, 28 financing programs for Small Power Plants
(PCH) were approved, with generation capacity of 528 MW
(corresponding to a large-sized power plant), to which the Bank
financed BRL1,7 billion.  In biomass, approvals totaled an
installed capacity of 111 MW, with four projects and financing
amounting to BRL419 million.

                         About Banco Nacional

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.


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

According to Braskem, BRL278 million is 51% of the firm's net
profit last year.

Business News Americas relates that Braskem was set to start the
payment on April 7 with no withholding income tax.

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.


CA INC: Cuts 2,800 Jobs in Expanded 2007 Restructuring Plan
-----------------------------------------------------------
CA, Inc. approved additional cost reduction and restructuring
actions relating to its Fiscal 2007 Restructuring Plan disclosed
in August 2006, meant to improve the company's expense structure
and increase its competitiveness.

The objectives under the Fiscal 2007 Restructuring Plan now
include:

   (1) a total workforce reduction of approximately 2,800
       positions,

   (2) global facilities consolidations, and

   (3) other cost reduction initiatives.

CA, Inc. expects to incur additional pre-tax restructuring
charges of approximately US$75 million to 100 million, bringing
the total pre-tax restructuring charges that CA, Inc. expects to
incur in connection with the Fiscal 2007 Restructuring Plan to
US$275 million to 300 million, including termination costs of
approximately US$200 million to US$215 million and global
facilities consolidations of approximately US$75 million to
US$85 million.

                 Restructuring in August 2006

As reported in the Troubled Company Reporter on Aug. 15, 2006,
CA Inc. disclosed a fiscal year 2007 cost reduction and
restructuring plan designed to significantly improve the
company's expense structure and increase its competitiveness.  
The plan's objectives included a workforce reduction of
approximately 1,700 positions, including 300 positions
associated with consolidated joint ventures, and global
facilities consolidations and other cost reduction initiatives,
which CA expected to deliver about US$200 million in annualized
savings when completed in late fiscal year 2008.

The company expected to incur pre-tax restructuring charges of
US$200 million associated with the workforce reductions and
facilities consolidations, with the majority of these charges to
be incurred over the next two quarters.  The company also
expected to implement other programs over the remainder of its
fiscal year to further reduce costs throughout the organization
including tighter control of travel and a reduction in the use
of consultants.

The company estimated that half of the workforce reductions will
take place in North America.

"CA's senior management is focused on making the company's cost
structure competitive with that of its peers and aligning it
with CA's strategic market opportunities and initiatives," said
Michael Christenson, CA's chief operating officer.  "The
initiative we announced today reflects our ongoing commitment to
improve the efficiency of our operations, reduce our operating
expenses, improve our rate of return on invested capital and
deliver a stronger bottom-line performance."

                           About CA Inc.

Based in Islandia, New York, CA Inc. (NYSE:CA) --
http://www.ca.com/-- is an information technology management
software company that unifies and simplifies the management
ofenterprise-wide IT.  Founded in 1976, CA serves customers in
more than 140 countries.  The company has operations in Brazil,
Indonesia, Luxembourg, Philippines and Thailand.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 25, 2008, Standard & Poor's Ratings Services placed its
'BB' corporate credit and senior unsecured debt ratings on
Islandia, New York-based CA Inc. on CreditWatch with positive
implications.

As reported in the Troubled Company Reporter-Latin America on
Dec. 19, 2007, Fitch Ratings affirmed CA, Inc's Issuer Default
Rating at 'BB+'; Senior unsecured revolving credit facility at
'BB+'; and Senior unsecured debt at 'BB+'.

Additionally, Fitch revised the Rating Outlook on CA Inc. to
Stable from Negative.  Fitch's actions affect approximately
US$2.8 billion of total debt, including the company's
US$1.0 billion revolving credit facility.


CONSTRUTORA NORBERTO: S&P Holds Corporate Credit Rating at BB
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
the proposed senior unsecured notes issuance of Odebrecht
Finance Ltd.  The notes total US$200 million for a term of up to
10 years and have an unconditional and irrevocable guarantee by
Brazil-based heavy engineering and construction (E&C) company,
Construtora Norberto Odebrecht S.A. (CNO; BB/Stable/--).  The
notes will rank equally with the other senior unsecured
indebtedness of Construtora Norberto.
     
Odebrecht Finance Ltd. is offering the notes as additional debt
securities under an indenture pursuant to which, on
Oct. 18, 2007, it issued US$200 million in notes with the same
structure of this new issuance.
     
"The ratings on CNO reflect its exposure to the competitive,
volatile, and cyclical E&C business," said S&P's credit analyst
Eduardo Chehab.  "Also, we see some backlog concentration in
public works in economically and politically volatile countries
-- although projects are budgeted and usually prefunded -- and a
potentially more aggressive cash flow distribution to the
controlling shareholder."
     
Several factors partially offset these risks.  Construtora
Norberto Odebrecht has a strong operational track record.  Since
2005, its backlog has become significantly larger and more
diversified by location and business.  Competent risk management
has helped the company achieve better credit measures while
maintaining strong revenue growth.  Debt profile improvement,
adequate financial liquidity, and consistent cash flow
protection measures have also benefited Construtora Norberto.

Ratings List:

Construtora Norberto Odebrecht S.A.:

   -- Corporate Credit Rating              BB/Stable/--
   -- Brazil National Scale Rating         brAA-/Stable/brA-2

New Rating:

Odebrecht Finance Ltd.:

   -- US$200 million senior unsecured notes due Oct. 2017  BB

Construtora Norberto Odebrecht SA is a Latin American
engineering and construction company fully owned by the
Odebrecht Group, one of the 10 largest Brazilian private groups.  
Construtora Norberto is the world's largest builder of
hydroelectric plants, of sanitary and storm sewers, water
treatment and desalination plants, transmission lines and
aqueducts.  The Group's main businesses are heavy engineering
and construction based in Rio de Janeiro, Brazil, and Braskem
S.A., its chemicals/petrochemicals company, based in Sao Paulo,
Brazil.


DELPHI CORP: Court Extends Indemnification Agreement with GM
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended an indemnification agreement between Delphi Corp. and
General Motors Corp. for an additional 15 days up to
April 15, 2008, if GM extends its benefit guarantee agreement
with the United Automobile, Aerospace and Agricultural Implement
Workers of  America by at least the same period of time.

As reported in the Troubled Company Reporter on June 26, 2007,
the United Automobile, Aerospace and Agricultural Implement
Workers of America, Delphi, and GM entered into a memorandum of
understanding.  Among other things, the UAW-Delphi-GM Memorandum
of Understanding was designed to enable Delphi's continued
transformation to more competitive wage and benefit levels and
to address divestiture, work rules, and staffing level issues in
the Debtors' workforce.

Pursuant to the UAW-Delphi-GM Memorandum of Understanding, the
UAW, Delphi, and GM also agreed to the "Term Sheet#Delphi
Pension Freeze and Cessation of OPEB, and GM Consensual
Triggering of Benefit Guarantee," which facilitates the freezing
of Delphi's pension plan and the assumption of billions of
dollars of OPEB liabilities by GM, thereby dramatically reducing
Delphi's ongoing benefit costs.  The UAW-Delphi-GM Memorandum of
Understanding was ratified by the UAW membership on
June 28, 2007, and approved by the Court on July 19, 2007.

The UAW-Delphi-GM Memorandum of Understanding extended the time
period for certain of GM's obligations under the Sept. 30, 1999
Benefit Guarantee Agreement between GM and the UAW to
March 31, 2008, if Delphi commenced solicitation of acceptances
of a plan of reorganization prior to Dec. 31, 2007.  Delphi and
GM also agreed that the eighth anniversary date reference in the
Indemnification Agreement would be extended until
March 31, 2008, if Delphi commenced solicitation of acceptances
of a plan of reorganization prior to Dec. 31.  The Debtors'
Chapter 11 Plan, however, was not confirmed and substantially
consummated by Dec. 31.  Nonetheless, the UAW-Delphi-GM
Memorandum of Understanding additionally provided that the
March 31, 2008 UAW Benefit Guarantee extension date would be
extended to "such later date as Delphi and GM will agree to
extend the Indemnification Agreement expiration."

Under the provisions of the Memorandum of Understanding approved
by the Court on July 19, 2007, the Debtors believe that they
already have authority to extend the Indemnification Agreement
for additional time periods.  Out of an abundance of caution,
however, and as a result of GM's unique role in the Chapter 11
cases, the Debtors sought the Court's authority to extend the
Indemnification Agreement.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, said an extension will allow
Delphi's indemnification obligations under the Indemnity
Agreement to continue uninterrupted until it has emerged from
Chapter 11.  If the Plan is not consummated, the extension will
also provide additional time for the Debtors to consider whether
additional extensions are appropriate or viable.

The extension, in the exercise of the Debtors' business
judgment, is in the best interests of the Debtors' estates,
creditors, and other parties-in-interest, including Delphi's
employees, Mr. Butler asserted.

Mike Ramsey at Bloomberg News, citing a Deutsche Bank AG
analyst, reports that GM may give up cash and preferred shares,
and assume more pension liability, to help Delphi leave
bankruptcy.

Forfeiting the cash and shares would increase Delphi's liquidity
and make the company more attractive to investors, analyst Rod
Lache said in a research note on Monday, according to Bloomberg.

The report said more GM help may be needed after Appaloosa
Management LP, which led an investor group that was to provide
Delphi with US$2.55 billion in financing, pulled out last week
after stating that Delphi failed to meet conditions.

Delphi has said it had met all requirements, Bloomberg says.

Pursuant to Delphi's confirmed plan of reorganization, Bloomberg
notes, GM is to receive preferred shares worth US$1.07 billion
and US$175 million in cash, and will assume US$2 billion in
first-lien loans and up to US$825 million in second-lien loans.

Delphi could eliminate a US$1.25 billion pension contribution
required after exit if GM assumed that liability, the analyst's
report said, according to Bloomberg.  Dropping GM's other claims
would give Delphi more cash and lower the effective cost to
investors of buying the company, and also could slice the
required outside equity investment to US$1.3 billion from US$2.5
billion, Mr. Lache said, according to Bloomberg.  It also would
lower the effective price of the company to 3.5 times projected
earnings before interest, taxes, depreciation and amortization,
from the current multiple of 4.9, the research note indicated.

Bloomberg says the changes by GM would require Delphi to scrap
its bankruptcy plan and create a new one that would need the
approval of the U.S. bankruptcy court and creditors.

                          About GM

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

                          About Delphi

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

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

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

(Delphi Bankruptcy News, Issue No. 121; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)            

                           *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Moody's Investors Service raised the rating on Delphi Corp.'s
revised second lien term loan to (P)B2 from (P)B3 and affirmed
the company's Corporate Family Rating and Probability of Default
Ratings of (P)B2, Speculative Grade Liquidity rating of SGL-2,
first lien term loan rating of (P)Ba2, and stable outlook.   The
revision to the rating on the second lien facility follows a
change in the composition of the term loans from the structure
Moody's rated on March 14, 2008.

As reported in the Troubled Company Reporter on March 17, 2008,
Standard & Poor's Ratings Services still expects to assign a 'B'
corporate credit rating to Delphi Corp. if the company emerges
from bankruptcy in early April.
      
S&P has revised its expected issue-level ratings because changes
to the structure of the proposed financings have affected
relative recovery prospects among the various term loans.  S&P's
expected ratings are:

a) The US$1.7 billion "first out" first-lien term loan B-1 is
    expected to be rated 'BB-' (two notches higher than the
    expected corporate credit rating on Delphi), with a '1'
    recovery rating, indicating the expectation of very high
    (90%-100%) recovery in the event of payment default.

b) The US$2 billion "second out" first-lien term loan B-2 is
    expected to be rated 'B' (equal to the corporate credit
    rating), with a '4' recovery rating, indicating the
    expectation of average (30%-50%) recovery in the event of
    payment default.

c) The US$825 million second-lien term loan is expected to be
    rated 'B-' (one notch lower than the corporate credit
    rating), with a '5' recovery rating, indicating the
    expectation of modest (10%- 30%) recovery in the event of
    payment default.


DELPHI CORP: Court Extends Time on IRS Pension Funding Waivers
--------------------------------------------------------------
The Honorable Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York permitted Delphi Corp. and its
debtor-affiliates to:

   (a) extend until April 7, 2008, the time within which it
       may perform its obligations under the IRS Pension Funding
       Waivers;

   (b) extend the effectiveness of the letters of credit issued
       by the PBGC in connection with the IRS Waivers through
       April 22, 2008; and

   (c) increase the aggregate amount outstanding under the
       PBGC Letters of Credit by an additional US$2,500,000.

The Pension Benefit Guaranty Corp. agreed with Delphi Corp. that
modification of the pension funding waivers issued by the U.S.
Internal Revenue Service are absolutely essential to Delphi's
Plan of Reorganization.

The Debtors' pension plans, which are involuntary creditors of
the Debtors' estate, are among its largest creditors, Ralph L.
Landy, Esq., at Israel Goldowitz, pointed out, on the PBGC's
behalf.  He noted that throughout their bankruptcy, the Debtors
have paid only the normal cost portion of the statutorily
required minimum funding contributions that are owed to the
Pension Plans.  The funding waivers cover more than
US$2,000,000,000 in missed contributions.  In addition, missed
contributions not covered by waivers total at least
US$570,000,000.  Moreover, Delphi Corp. is not making
amortization payments on the minimum funding waivers that it has
received for its pension plan for hourly workers for plan years
2005 and 2006, and its pension plan for salaried workers for the
2005 plan year.  Those unpaid amortization amounts account for
about US$400,000,000 of the US$570,000,000 of missed
contributions, Mr. Landy related.  Thus, the funding level of
each Pension Plan has decreased
significantly over the course of the Debtors' bankruptcy.

The funding waiver extension Delphi is seeking is only for seven
days, through April 7, 2008, he emphasized.

To date, Delphi's waivers have been granted with PBGC support.  
When Delphi first sought funding waivers, the IRS and the PBGC
agreed to accept minimal security for the Pension Plans based on
assurances that the waivers were intended to provide only short-
term relief for Delphi.

If Delphi's emergence from bankruptcy is delayed beyond
April 4, 2008, the PBGC believes that it is highly likely that
an additional funding waiver extension will be necessary.  
According to Mr. Landy, the Pension Plans will be seriously and
adversely affected by an extension that does not provide
security that is realistic considering the increased liabilities
and risk to the Plans.  He pointed out that Section 412(f)(3) of
the Internal Revenue Code recognizes that an employer should
provide security to pension plans for contributions covered by a
waiver.

"If the waiver conditions are not met, the security provided to
the Pension Plans will become assets of the Pension Plan used to
pay Pension Plan benefits.  Thus, any security provided by
Delphi for an additional waiver extension will benefit Pension
Plan participants," he explained.

The PBGC recognizes that it is in the best interests of all
parties for Delphi to consummate its plan of reorganization and
emerge from bankruptcy in the near future with the Pension Plans
ongoing, thus making the need for future waiver extensions
unnecessary.  Nonetheless, the PBGC believes that if future
waiver extensions are necessary to effect emergence, the
security given to the Pension Plans -- not to the PBGC -- as a
condition of those waivers must be adequate to protect the
Pension Plans.

The PBGC shares in Delphi's goal of emerging from bankruptcy in
early April with its pension plans ongoing, and the PBGC will
continue to support Delphi's efforts to reorganize, Mr. Landy
informed the Court.

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

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

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

(Delphi Bankruptcy News, Issue No. 121; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)            

                           *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Moody's Investors Service raised the rating on Delphi Corp.'s
revised second lien term loan to (P)B2 from (P)B3 and affirmed
the company's Corporate Family Rating and Probability of Default
Ratings of (P)B2, Speculative Grade Liquidity rating of SGL-2,
first lien term loan rating of (P)Ba2, and stable outlook.   The
revision to the rating on the second lien facility follows a
change in the composition of the term loans from the structure
Moody's rated on March 14, 2008.

As reported in the Troubled Company Reporter on March 17, 2008,
Standard & Poor's Ratings Services still expects to assign a 'B'
corporate credit rating to Delphi Corp. if the company emerges
from bankruptcy in early April.
      
S&P has revised its expected issue-level ratings because changes
to the structure of the proposed financings have affected
relative recovery prospects among the various term loans.  S&P's
expected ratings are:

a) The US$1.7 billion "first out" first-lien term loan B-1 is
    expected to be rated 'BB-' (two notches higher than the
    expected corporate credit rating on Delphi), with a '1'
    recovery rating, indicating the expectation of very high
    (90%-100%) recovery in the event of payment default.

b) The US$2 billion "second out" first-lien term loan B-2 is
    expected to be rated 'B' (equal to the corporate credit
    rating), with a '4' recovery rating, indicating the
    expectation of average (30%-50%) recovery in the event of
    payment default.

c) The US$825 million second-lien term loan is expected to be
    rated 'B-' (one notch lower than the corporate credit
    rating), with a '5' recovery rating, indicating the
    expectation of modest (10%- 30%) recovery in the event of
    payment default.


ENERGIAS DO BRASIL: Holds Conference on Enersul's Tariff Review
---------------------------------------------------------------
Energias do Brasil S.A., a holding company in the Brazilian
utilities sector that integrates assets in the generation,
distribution and commercialization segments, and is listed on
"Bovespa's Novo Mercado" under the ticker ENBR3, will hold a
conference call regarding the final figures from Enersul's
Tariff Review:

    Conference Call

    Date:   April 8, 2008 (Tuesday)
    Time:   12:00 p.m. (New York time)
            5:00 p.m. (London time)
            1:00 p.m. (Brasilia Time)

    Connection numbers:

    Participants in the USA: (1) 888-700-0802
    Participants from other countries: (1) 786-924-6977
    Participants in Brazil: (55 11) 4688.6301
    Access code: Energias do Brasil

Please dial in 10 minutes prior to the start of the call.

The conference call will be simultaneously translated into
English.  A replay of the conference call will be available from
April 8, 2008 to April 14, 2008, which can be accessed by
dialing (55 11) 4688.6312 (access code: 659).

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

                          *     *     *

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


GENERAL MOTORS: Plastech Can Get Funding from Lender Consortium
---------------------------------------------------------------
Crain's Detroit Business and The Detroit Free Press report that
the Honorable Phillip Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan has granted Plastech Engineered
Products, Inc., and its debtor-affiliates authorization to:

   i) transfer the DIP facility to a new lender selected and
      formed by their Debtors' major customers General Motors
      Corporation, Ford Motor Company, Johnson Controls Inc.;
      and

  ii) continue to draw under the interim facility provided
      provide for a continuation of the interim postpetition
      facility provided by Bank of America, N.A., pending the
      transfer.

A draft amendment, dated March 31, 2008, to the Postpetition
Loan and Security Agreement signed by Plastech and Bank of
America provides that the maturity date of the revolving credit
facility will be extended to April 30, 2008, and the maximum
amount available under the facility will be raised to
US$51,500,000 equal to:

   -- US$44,703,000, plus

   -- additional amounts delivered by the major customers.

A full-text copy of the proposed Fifth Amendment to the DIP
Agreement is available for free at:

               http://researcharchives.com/t/s?2a08

Crain's Detroit Business said Judge Shefferly approved the
transfer of post-April 30 financing responsibilities to
Plastech's major customers -- GM, Ford, Johnson Controls and
possibly Chrysler.  Details of the agreement remain subject to
further negotiation and final judicial approval, according to
the report.

According to the Detroit Free Press, bankruptcy experts say
Plastech's decision to obtain loans from its customers -- and
not banks or equity firms -- is an example of the alternatives
that reorganizing companies are turning to as more traditional
lenders tighten their lending and require more onerous terms for
bankruptcy loans.  The credit crunch has made it difficult for
firms in bankruptcy to find loans to exit court protection,
leading to longer stays and greater need for financing while
under Chapter 11, it added.

The Final DIP Facility is scheduled for hearing on April 30,
2008.

The Debtors have filed a budget for the period from March 24,
2008 to May 4, 2008.  A copy of the budget is available for
free:

               http://researcharchives.com/t/s?2a09

               Parties Now Consent to New Funding

Key parties-in-interest, including some objections, in the
Chapter 11 cases have signed a statement of consent to an
interim order allowing the Debtors' entry into a DIP facility
sponsored by the Debtors' major customers.  The parties who
signed the document, which was posted in the Court's docket on
April 3, 2008, include:

   -- The Steering Committee of First Lien Term Loan Lenders;

   -- Bank of America

   -- Goldman Sachs Credit Partners L.P., as Pre-Petition First
      Lien Term Agent;

   -- The Official Committee of Unsecured Creditors;

   -- Asahi Kasei;

   -- M&I Equipment Finance Company;

   -- Wells Fargo Equipment Finance, Inc. and The Huntingdon
      National Bank;

   -- RBS Asset Finance, Inc.;

   -- Johnson Controls, Inc.;

   -- Chrysler, LLC, Chrysler Motors Counsel to General Motors
      Corporation LLC and Chrysler Canada Inc.;

   -- Ford Motor Company; and

   -- U.S. Bancorp Equipment Finance, Inc.

Under the proposed transactions, the New DIP Lender will
purchase the BofA Facility and provide the Debtors with
additional funding pursuant to an US$80,000,000 DIP Financing.

                     About Ford Motor Company

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

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

                        About Chrysler LLC

Based in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc.
-- http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded
plastic products primarily for the automotive industry.  
Plastech's products include automotive interior trim, underhood
components, bumper and other exterior components, and cockpit
modules.  Plastech's major customers are General Motors, Ford
Motor Company, and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is
certified as a Minority Business Enterprise by the state of
Michigan.  Plastech maintains more than 35 manufacturing
facilities in the midwestern and southern United States.  The
company's products are sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The
Debtors chose Jones Day as their special corporate and
litigation counsel.  Lazard Freres & Co. LLC serves as the
Debtors' investment bankers, while Conway, MacKenzie & Dunleavy
provide financial advisory services.  The Debtors also employed
Donlin, Recano & Company as their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed
in the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling US$729,000,000 and total liabilities
of US$695,000,000.  (Plastech Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                       About General Motors

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

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative
implications.  The CreditWatch placement reflects S&P's decision
to review the ratings in light of the extended American Axle
(BB/Watch Neg/--) strike.


GENERAL MOTORS: Court Extends Indemnification Pact with Delphi
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended an indemnification agreement between Delphi Corp. and
General Motors Corp. for an additional 15 days up to April 15,
2008, if GM extends its benefit guarantee agreement with the
United Automobile, Aerospace and Agricultural Implement Workers
of America by at least the same period of time.

As reported in the Troubled Company Reporter on June 26, 2007,
the United Automobile, Aerospace and Agricultural Implement
Workers of America, Delphi, and GM entered into a memorandum of
understanding.  Among other things, the UAW-Delphi-GM Memorandum
of Understanding was designed to enable Delphi's continued
transformation to more competitive wage and benefit levels and
to address divestiture, work rules, and staffing level issues in
the Debtors' workforce.

Pursuant to the UAW-Delphi-GM Memorandum of Understanding, the
UAW, Delphi, and GM also agreed to the "Term Sheet#Delphi
Pension
Freeze and Cessation of OPEB, and GM Consensual Triggering of
Benefit Guarantee," which facilitates the freezing of Delphi's
pension plan and the assumption of billions of dollars of OPEB
liabilities by GM, thereby dramatically reducing Delphi's
ongoing benefit costs.  The UAW-Delphi-GM Memorandum of
Understanding was ratified by the UAW membership on June 28,
2007, and approved by the Court on July 19, 2007.

The UAW-Delphi-GM Memorandum of Understanding extended the time
period for certain of GM's obligations under the Sept. 30, 1999
Benefit Guarantee Agreement between GM and the UAW to March 31,
2008, if Delphi commenced solicitation of acceptances of a plan
of reorganization prior to Dec. 31, 2007.  Delphi and GM also
agreed that the eighth anniversary date reference in the
Indemnification Agreement would be extended until March 31,
2008, if Delphi commenced solicitation of acceptances of a plan
of reorganization prior to Dec. 31.  The Debtors' Chapter 11
Plan, however, was not confirmed and substantially consummated
by Dec. 31.  Nonetheless, the UAW-Delphi-GM Memorandum of
Understanding additionally provided that the March 31, 2008 UAW
Benefit Guarantee extension date would be extended to "such
later date as Delphi and GM will agree to extend the
Indemnification Agreement expiration."

Under the provisions of the Memorandum of Understanding approved
by the Court on July 19, 2007, the Debtors believe that they
already have authority to extend the Indemnification Agreement
for additional time periods.  Out of an abundance of caution,
however, and as a result of GM's unique role in the Chapter 11
cases, the Debtors sought the Court's authority to extend the
Indemnification Agreement.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, said an extension will allow
Delphi's indemnification obligations under the Indemnity
Agreement to continue uninterrupted until it has emerged from
Chapter 11.  If the Plan is not consummated, the extension will
also provide additional time for the Debtors to consider whether
additional extensions are appropriate or viable.

The extension, in the exercise of the Debtors' business
judgment, is in the best interests of the Debtors' estates,
creditors, and other parties-in-interest, including Delphi's
employees, Mr. Butler asserted.

Mike Ramsey at Bloomberg News, citing a Deutsche Bank AG
analyst, reports that GM may give up cash and preferred shares,
and assume more pension liability, to help Delphi leave
bankruptcy.

Forfeiting the cash and shares would increase Delphi's liquidity
and make the company more attractive to investors, analyst Rod
Lache said in a research note on Monday, according to Bloomberg.

The report said more GM help may be needed after Appaloosa
Management LP, which led an investor group that was to provide
Delphi with US$2.55 billion in financing, pulled out last week
after stating that Delphi failed to meet conditions.  Delphi has
said it had met all requirements, Bloomberg says.

Pursuant to Delphi's confirmed plan of reorganization, Bloomberg
notes, GM is to receive preferred shares worth US$1.07 billion
and US$175 million in cash, and will assume US$2 billion in
first-lien loans and up to US$825 million in second-lien loans.

Delphi could eliminate a US$1.25 billion pension contribution
required after exit if GM assumed that liability, the analyst's
report said, according to Bloomberg.  Dropping GM's other claims
would give Delphi more cash and lower the effective cost to
investors of buying the company, and also could slice the
required outside equity investment to US$1.3 billion from US$2.5
billion, Mr. Lache said, according to Bloomberg.  It also would
lower the effective price of the company to 3.5 times projected
earnings before interest, taxes, depreciation and amortization,
from the current multiple of 4.9, the research note indicated.

Bloomberg says the changes by GM would require Delphi to scrap
its bankruptcy plan and create a new one that would need the
approval of the U.S. bankruptcy court and creditors.

                        About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 121; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           About GM

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

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative
implications.  The CreditWatch placement reflects S&P's decision
to review the ratings in light of the extended American Axle
(BB/Watch Neg/--)strike.
     
The work stoppage that began Feb. 25 at American Axle's U.S.
United Auto Workers plants has forced closure of many GM
(B/Watch Neg/B-3) plants, as well as plants of certain GM
suppliers.  The strike began after the expiration of the four-
year master labor agreement with American Axle.  Although S&P
still expects American Axle and the UAW to reach an agreement
that will reflect more competitive labor costs, the timing is
unknown.

To resolve the CreditWatch listings, S&P's will assess the
strike's impact on the companies' credit profiles, particularly
liquidity, once production resumes.  S&P could lower the ratings
any time prior to a resolution of the Axle strike if the
liquidity of the companies becomes compromised, although
downgrades are not likely for another several weeks.

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

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

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


GENERAL MOTORS: Deutsche Bank Keeps Hold Rating on Firm's Shares
----------------------------------------------------------------
Deutsche Bank Securities analysts have kept their "hold" rating
on General Motors, Newratings.com reports.

According to Newratings.com, the target price for General Motors
shares was decreased to US$29 from US$31.

The analysts said in a research note that Appaloosa has
withdrawn its commitment to invest equity of US$2.5 billion in
Delphi.  The analysts told Newratings.com that it isn't yet
clear if this would affect General Motors.

As reported in the Troubled Company Reporter-Latin America on
April 7, 2008, General Motors may assume more of Delphi's
pension liabilities to help its former unit and key auto parts
supplier emerge from bankruptcy.  General Motors already agreed
to assume US$1,500,000,000 in pension liabilities on Delphi's
books, and is now in talks to increase that.

"Uncertainties surrounding Delphi and other macroeconomic
concerns would  are likely to continue to exert pressure on
General Motors’ performance," Deutsche Bank told Newratings.com.

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

                         *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative
implications.  The CreditWatch placement reflects S&P's decision
to review the ratings in light of the extended American Axle
(BB/Watch Neg/--) strike.
   
The work stoppage that began Feb. 25 at American Axle's U.S.
United Auto Workers plants has forced closure of many GM
(B/Watch Neg/B-3) plants, as well as plants of certain GM
suppliers.  The strike began after the expiration of the four-
year master labor agreement with American Axle.  Although S&P
still expects American Axle and the UAW to reach an agreement
that will reflect more competitive labor costs, the timing is
unknown.

To resolve the CreditWatch listings, S&P's will assess the
strike's impact on the companies' credit profiles, particularly
liquidity, once production resumes.  S&P could lower the ratings
any time prior to a resolution of the Axle strike if the
liquidity of the companies becomes compromised, although
downgrades are not likely for another several weeks.

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

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

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


GRAPHIC PACKAGING: Fitch Junks Rating on Sr. Subordinated Notes
---------------------------------------------------------------
Fitch Ratings has taken rating action on Graphic Packaging
Corporation as shown below.  The rating of the company's senior
subordinated notes has been downgraded due to the likelihood of
a lower prospective recovery of principal in a default
situation.

Fitch affirmed these :

  -- Issuer Default Rating at 'B';
  -- Senior secured revolver at 'BB-/RR2';
  -- Senior secured term loan at 'BB-/RR2;
  -- Senior unsecured bonds at 'B/RR4'.

In addition, these rating has been downgraded:
  -- Senior subordinated notes to 'CCC/RR6' from 'B-/RR5.'

All ratings have been removed from Watch Evolving, where they
were placed on July 11, 2007.  The Outlook is Stable.

The merger of GPK with Altivity Packaging, LLC has only slightly
increased pro forma combined leverage metrics, after taking into
account the upcoming sales of the Wabash and Philadelphia mills
required by the Department of Justice.  Prospectively, the
merger has added greater dimension to GPK, in coated-recycled
boxboard, and new product lines in multi-wall bags and flexible
packaging.  The combination may give GPK some larger control
over CRB prices, accompanying a larger 30% share of the folding
carton market.  It will also, however, increase GPK's exposure
to recycled fiber costs which are being pulled upward as more
used fiber is exported to China.  Fitch believes the net effect
on GPK's operations will be a wash at worst.  GPK has a history
of wringing costs out of operations as does Altivity, and the
combination likely affords more opportunities.

With its products closely tied to non-durable consumer goods, in
particular food and beverage, GPK should not see substantially
weaker results due to a weak economy.  In the short run,
however, paperboard demand could pause while cost inflation
builds.  The affirmation of GPK's ratings considers the
possibility that financial leverage may not improve
substantially but rather hover near 6 times EBITDA.  Leverage
higher than this would cause Fitch to revisit the ratings'
Outlook.  The downgrade of GPK's senior subordinated debt is
based on a lower projected principal recovery given the larger
absolute amount of senior debt ahead of it.

Headquartered in Marietta, Georgia, Graphic Packaging
Corporation (NYSE:GPK) -- http://www.graphicpackaging.com/-- is    
a provides paperboard packaging solutions for a variety of
products to multinational and other consumer products companies.  
The company provides its customers paperboard, cartons and
packaging machines, either as an integrated solution or
separately.  Its packaging products are made from a variety of
grades of paperboard.  GPC manufactures its packaging products
from coated unbleached kraft paperboard and coated recycled
paperboard that it produces at its mills, and a portion from
paperboard purchased from external sources.  The company
operates in four geographic areas: the United States, Central
and South America (Brazil), Europe and Asia-Pacific.   GPC
conducts its business in two segments, paperboard packaging and
containerboard/other.


ODEBRECHT FINANCE: S&P Assigns BB Rating on US$200 Million Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
the proposed senior unsecured notes issuance of Odebrecht
Finance Ltd.  The notes total US$200 million for a term of up to
10 years and have an unconditional and irrevocable guarantee by
Brazil-based heavy engineering and construction company,
Construtora Norberto Odebrecht S.A. (CNO; BB/Stable/--).  The
notes will rank equally with the other senior unsecured
indebtedness of Construtora Norberto.
     
Odebrecht Finance Ltd. is offering the notes as additional debt
securities under an indenture pursuant to which, on
Oct. 18, 2007, it issued US$200 million in notes with the same
structure of this new issuance.
     
"The ratings on CNO reflect its exposure to the competitive,
volatile, and cyclical E&C business," said S&P's credit analyst
Eduardo Chehab.  "Also, we see some backlog concentration in
public works in economically and politically volatile countries
-- although projects are budgeted and usually prefunded -- and a
potentially more aggressive cash flow distribution to the
controlling shareholder."
     
Several factors partially offset these risks.  Construtora
Norberto Odebrecht has a strong operational track record.
Since 2005, its backlog has become significantly larger and more
diversified by location and business.  Competent risk management
has helped the company achieve better credit measures while
maintaining strong revenue growth.  Debt profile improvement,
adequate financial liquidity, and consistent cash flow
protection measures have also benefited Construtora Norberto.

Ratings List:

Construtora Norberto Odebrecht S.A.:

   -- Corporate Credit Rating              BB/Stable/--
   -- Brazil National Scale Rating         brAA-/Stable/brA-2

New Rating:

Odebrecht Finance Ltd.:

   -- US$200 million senior unsecured notes due Oct. 2017  BB

Construtora Norberto Odebrecht SA is a Latin American
engineering and construction company fully owned by the
Odebrecht Group, one of the 10 largest Brazilian private groups.  
Construtora Norberto is the world's largest builder of
hydroelectric plants, of sanitary and storm sewers, water
treatment and desalination plants, transmission lines and
aqueducts.  The Group's main businesses are heavy engineering
and construction based in Rio de Janeiro, Brazil, and Braskem
S.A., its chemicals/petrochemicals company, based in Sao Paulo,
Brazil.


RHODIA SA: S&P Ups Long-Term Corporate Credit Rating to BB
----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
corporate credit rating on France-based chemical producer Rhodia
S.A. to 'BB' from 'BB-'.

At the same time, S&P affirmed the 'B' short-term corporate
credit rating.  The outlook is stable.

"The upgrade reflects our expectations that the improved
operational and financial results achieved in 2007, coupled with
steady debt repayment, will continue in 2008 and 2009," said
Standard & Poor's credit analyst Lucas Sevenin.

S&P notably expects a ratio of funds from operations to adjusted
debt of about 20%, and positive free operating cash flow.  This
reflects the good polyamide supply and demand balance likely to
last until at least the end of 2009, the group's material
proceeds from carbon credits, very long-term debt amortization
profile, various liquidity sources, a continuing financial
policy of deleveraging, and ample financial covenant leeway.

S&P anticipates that Rhodia will demonstrate good operating
profit resilience in 2008, achieving FFO to debt of about 20%,
and positive FOCF.

"We expect that the polyamide cycle will remain favorable, that
the group will be able to offset a large part of the likely raw
materials and energy cost increases, and generate substantial
earnings and cash flow from carbon credits, as it did in 2007,"
said Mr. Sevenin.  "The stable outlook also reflects material
cash proceeds from asset sales and limited shareholder returns
and acquisitions, as per the group's financial policy."

The rating may come under pressure if operating performance and
market conditions deteriorate materially against expectations,
notably in the core polyamide market; if FFO to debt does not
improve to about 20%; or if FOCF becomes negative.

S&P may raise the rating if Rhodia demonstrates very good
resilience in a less favorable economic environment, if it is
able to improve its financial profile beyond expectations for
the current rating and reach FFO to debt comfortably above 20%
on a sustainable level, and if it generates positive and
growing FOCF.  This could be achieved if Rhodia grows sales by
more than 4% on an organic basis while maintaining current
profitability, or through a material increase in carbon credits
prices.

Headquartered in Paris, France, Rhodia S.A. (NYSE: RHA)
-- http://www.rhodia.com/-- is a global specialty chemicals
company partnering with major players in the automotive,
electronics, pharmaceuticals, agrochemicals, consumer care,
tires, and paints and coatings markets.  Rhodia offers tailor-
made solutions combining original molecules and technologies to
respond to customers' needs.  The group generated sales of
EUR4.8 billion in 2006 and employs around 16,000 people
worldwide.

Rhodia is listed on Euronext Paris and the New York Stock
Exchange.  The company has operations in Brazil.


TAM SA: Inaugurates Exclusive VIP Lounge at Sao Paulo Airport
-------------------------------------------------------------
TAM Linhas Aereas has inaugurated a new VIP lounge at Guarulhos
International Airport (Sao Paulo), exclusively for First Class
passengers flying to New York, Paris, Milan and London.  Focused
on high quality service, the new lounge guarantees customers
comfort and privacy in a relaxed one-of-a-kind atmosphere.  TAM
is the only airline in Brazil to offer this service, translating
the quest for excellence into service, one of the company's
three service promises, along with excellence in technical
operational matters and management.

A team has been specially trained to help passengers in
accordance with TAM's quality service.  The staff have perfected
professional and hospitality service and have been trained in
special procedures for First Class passengers for check-in and
ticket scanning.

"TAM is investing in modernization and expansion of its VIP
lounges so customers can have a place to relax, rest or work
while waiting for their flight," said TAM commercial vice
president, Wagner Ferreira.

In the new VIP lounge, passengers will have access to laptops
with free broadband and wireless internet.  The company will
also provide a wide selection of newspapers and magazines, both
national and international, as well as LCD TV and a TAM mini-
library with books and items from company collections.  If that
were not enough, there will be piano performances every night.

In the restrooms, moments after placing a request with the
hospitality team, passengers will find a bathrobe, heated
Trousseau towels, and special toiletries by Loccitane.

The new space covers an area of 130 square meters, and includes
a full buffet with snacks, fruit and cold cuts, as well as menus
prepared by French chef Yann Corderon for each meal of the day,
with three service cycles that change every month.  In the first
cycle, for instance, a salmon crepe is served along with croque
Monsieur, croissants, brioches, muffins, fresh fruit, bread,
pastry and cold cuts for breakfast.  The afternoon and evening
menu offers tomato tartare with cheese, smoked salmon carpaccio,
dried fruit, fresh fruit, mini sandwiches, pastry and cold cuts.

The menu will be accompanied by a selection of champagnes,
wines, liquor, cocktails, liqueurs and brandies hand selected by
wine steward Arthur Azevedo, president of the Brazilian
Association of Wine Stewards - Sao Paulo, and wine list
consultant for TAM's international flights.  Created by the
architectural and design firm of Aline Cobra, the First Class
VIP lounge is open daily from 6:00 a.m. to 12:00 noon and from
4:00 p.m. to 11:30 p.m.  It is located in the restricted area of
Terminal 1, Wing B, next to the Federal Police inspection
station.

                         TAM First Class

In December of 2007, TAM introduced the new configuration and
interior of the aircraft making long-distance flights.  The four
exclusive First Class seats are in shades of beige, green and
red.  The plush carpet lends a sense of enhanced elegance.
Curtains, blankets, towels and china were designed in the same
shades to provide a more harmonious setting, and give forth that
special Brazilian feeling.

Passengers flying TAM First Class may also arrange for free cell
phone usage with special rates, as well as deluxe car service
from the airport to hotel, residence or office, and back to the
airport.

                           About TAM

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.


TELEMIG CELLULAR: S&P Raises Rating on Five-Year Notes to BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services has raised its foreign
currency corporate credit rating on Brazil-based Amazonia
Celular S.A. to 'BB+' from 'B+' and removed it from CreditWatch
positive, where it was placed on Aug. 9, 2007.  The outlook is
stable.
     
The rating action follows Telemar Norte Leste S.A.'s (Telemar;
BB+/Stable/--) announcement on April 3, 2008, that it concluded
the acquisition of Amazonia.
     
At the same time, S&P raised its rating on the company's co-
issued five-year notes with Telemig Celular S.A. to 'BB' from
'B+'.  The note holders rely on the joint-and-several credit and
financial standing of both senior unsecured issuers, Telemig and
Amazonia, for servicing the debt, so the rating on the notes
reflects the capacity of Amazonia and Telemig to make the timely
interest payments during the lifetime of their respective
underlying notes and principal at maturity.
      
"With the acquisition, we expect Amazonia to benefit not only
from Telemar's business profile, as the company will be part of
one of the largest integrated telecom companies in the country
instead of a regional player, but also from the stronger
financial profile of its controlling shareholder," said S&P's
credit analyst Victor Saulytis.  "We view Telemar as
strategically well positioned to benefit from growth
opportunities in the constantly shifting telecom industry, as it
operates in a vast geographic area of Brazil that has more than
50% of the country's population."  It has already demonstrated
its capacity to deploy new services and offer bundled services,
while retaining sound liquidity to support its significant
annual capital expenditure requirements.
     
Amazonia is the third-largest mobile phone company in the state
of Amazonas, with approximately 328,000 connected subscribers
and a market share of 19.4% as of Dec. 31, 2007.  In 2007, the
company's revenues reached US$252 million (US$200 million in the
previous year).  Even with the fierce competition in the mobile
segment in its service area, S&P expects Amazonia to continue
posting moderate credit metrics as evidenced by total-debt-to-
EBITDA of about 1.5 and funds-from-operations-to-total-debt
ranging from 30% to 40% (1.1 and 47%, respectively, as of
December 2007).
     
Amazonia's liquidity position increased in the last year, but
still has high leverage with a short-term debt concentration of
50%.  In December 2007, the company had a cash position of US$17
million, compared with the short-term debt maturities of US$43
million.  The company depends on refinancing opportunities due
to a modest cash flow when compared with its short-term debt
concentration.
     
Amazonia also has a conservatively hedged policy to avoid losses
regarding foreign exchange variations, which is positive because
of the nature of its debt, which is totally concentrated in U.S.
dollars.  S&P expects the company to change its debt nature to
reduce its foreign exchange exposure, because its revenues are
entirely denominated in local currency.
     
The stable outlook reflects that of Telemar.  S&P expects that,
despite the fierce competitive environment and rapidly shifting
technologies, Telemar will sustain its leading position in its
service area.  This will be supported by its diversified
services portfolio, its clear strategic intention to be one of
the market consolidators, and the company's financial strengths,
including sound levels of liquidity and cash flow generation.  
The outlook could be revised to positive if the company can
continue delivering strong margins in an increasingly
competitive industry and S&P perceives a more conservative
financial policy.  Negative pressure on ratings would come from
a material shift in S&P's expectations, which could emerge from
a significant change in the company's financial policies or
deterioration in the competitive and economic environment
affecting its operations .

Headquartered in Belem, Brazil, Amazonia Celular SA provides
mobile communications services in the states of Maranhao, Para,
Amazonas, Amapa and Roraima in the northern region of Brazil.  
With 1.4 million subscribers and a 20% market share in its
concession area as of Dec. 31, 2007, Amazonia reported net
revenues of BRL487 million in 2007.


TELEMIG CELULAR: Vivo Offers for Up to One-Third of Firm
--------------------------------------------------------
Vivo Participacoes has launched a voluntary public tender offer
for up to one-third of Telemig Celular's and its controller
Telemig Celular Participacoes' preferred shares on the Bovespa
stock exchange.

Business News Americas relates that Vivo extended the offer for
Telemig Celular Participacoes shares to American Depositary
Shares to be negotiated through the Bank of New York.  Each of
these shares accounts for two preferred stocks.

BNamericas notes that the purchase price for Telemig Celular's
preferred share is BRL654.72, while the purchase price for
Telemig Celular Participacoes' preferred shares is BRL63.90.  

Vivo told BNamericas that the auction will be on May 12, 2008,
and "in no case will the maximum amount of shares be surpassed
so that, if there is excess demand at the auction, there will be
a proportional apportionment among the shareholders who accept
the VTO [Vivo]."

According to BNamericas, the purchase price is 25% higher than
the average trading price of Telemig's preferred stocks during
the 30 days before Aug. 1, 2007.

                           About Vivo

Officially launched in the first quarter of 2003, Vivo
Participacoes is the joint venture of the wireless operations
owned by Portugal Telecom and Telefonica Moviles in Brazil.
Operating under the brand name Vivo, it consolidates the
wireless operations of Telesp Celular (Sao Paulo state), Global
Telecom (Parana and Santa Catarina states), Tele Sudeste Celular
(Rio de Janeiro and Espirito Santo states), CRT Celular (Rio
Grande do Sul state), Tele Leste Celular (Bahia and Sergipe
states) and Tele Centro Oeste Celular (Acre, Rondonia, Mato
Grosso, Mato Grosso do Sul, Goias and Tocantins states, and the
Districto Federal).

                    About Telemig Celular
                      
Headquartered in Belo Horizonte, Brazil, Telemig Celular is the
leading provider of mobile communications services in the state
of Minas Gerais, Brazil.  As of November 2007, Telemig Celular
had 3.5 million customers, with a market share of 30% in its
concession area.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 19, 2008, Standard & Poor's Ratings Services disclosed that
its 'BB-' long-term corporate credit rating on Telemig Celular
S.A. and its 'B+' long-term corporate credit rating on Amazonia
Celular S.A. remain on CreditWatch with positive implications,
where they were placed on Aug. 6, 2007.  


TELE NORTE: Controller to Issue BRL1.61BB Non-Convertible Bonds
---------------------------------------------------------------
Tele Norte Leste Participacoes S.A.'s controller Telemar
Participacoes will issue BRL1.61 billion in non-convertible
bonds, Brazilian newswire Agencia Estado reports.

Business News Americas relates that Telemar Participacoes'
shareholders approved the planned issue during a meeting last
Tuesday.

According to BNamericas, the bonds have a face value of
BRL10,000 each.  They will be issued in two tranches:

          -- the first comprising 115,000 bonds for
             BRL1.15 billion, and

          -- the second comprising 46,000 bonds totaling
             BRL460 million.

Proceeds from the issue will be used for debt payment,
BNamericas states.

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.


TELE NORTE: Deutsche Bank Downgrades Firm to Hold from Buy
----------------------------------------------------------
Deutsche Bank has downgraded its recommendation on Tele Norte
Leste Participacoes S.A.'s shares to "hold" from "buy" due to
limited upside through year-end.

Business News Americas relates that Deutsche Bank set the year-
end target price for Tele Norte at US$29 per American Depositary
Receipt.  

According to BNamericas, Tele Norte's valuation "can improve
from potential cost synergies with fellow operator Brasil
Telecom."  Deutsche Bank told BNamericas that due to ongoing
talks between shareholders of the two firms and an expected
drawn out regulatory process to approve the deal, it may be a
while before the merger is completed.

BNamericas notes that Tele Norte's cash flow could be affected
in the short-term by its debut in the Sao Paulo wireless market.

Tele Norte's acquisition of Brasil Telecom will take until the
end of the year and delays in the process may increase
uncertainty and disappoint investors, BNamericas states, citing
Deutsche Bank.

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.


XERIUM TECHNOLOGIES: Obtains Default Waiver Until May 31
--------------------------------------------------------
Xerium Technologies Inc. obtained a temporary waiver from its
lenders related to defaults under its credit facility, according
to the company's regulatory filing with the Securities and
Exchange Commission.

The waiver is in effect until May 31, 2008, according to the
filing.  Xerium expects to utilize the waiver period to seek to
make these waivers permanent and to seek to amend the financial
covenants and other parameters in its credit facility.

Xerium expects it will be in default of its leverage ratio
covenant and possibly its interest coverage ratio covenant for
the period ended March 31, 2008, although it expect to generate
cash flow from operations sufficient to service the debt under
the credit facility prior to the stated maturity of the debt if
there is not otherwise an event of default and acceleration of
the maturity of the debt.

Xerium has entered into a US$750 million credit facility
agreement and repaid US$752.5 million of principal and interest
on its previously existing senior bank debt, mezzanine bank debt
and certain non-interest bearing shareholder notes.

As reported in the Troubled Company Reporter on March 19, 2008,
Xerium said that it may file for bankruptcy if it failed to meet
the terms of a financial covenant with lenders under a credit
agreement.

Xerium took a slide from US$3.28 to US$1.15 in New York Stock
Exchange composite trading and its shares also dropped 78%.

                  About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/--manufactures and  
supplies  consumable products used primarily in the production
of paper: clothing and roll covers.  With 35 manufacturing
facilities in 15 countries, including Austria, Brazil and Japan,
Xerium Technologies has approximately 3,900 employees.

                          *     *     *

As of Dec. 31, 2007, Xerium's consolidated balance sheet showed
total asset of US$891,441,000 and total debts of US$892,493,000
resulting in a US$1,052,000 stockholders' deficit.

Xerium posted a US$168,007,000 net loss for the three months
ended Dec. 31, 2007, compared with a US$16,049,000 net income
the year earlier.



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

BASIS YIELD: Stops Plea for US Court Protection From Creditors
--------------------------------------------------------------
Basis Yield Alpha Fund has withdrawn a request for U.S. court
protection under Chapter 15 of the U.S. Bankruptcy Code, Tiffany
Kary at Bloomberg News reports, citing court documents filed in
the U.S. Bankruptcy Court in Manhattan.

The report relates that Basis Yield has withdrawn the request
for U.S. court protection from creditors as it liquidates in the
Cayman Islands.

According to Bloomberg, Basis Yield's foreign liquidators said
in the April 3 court filings, "It is in the best interest of the
foreign debtor's creditors and all parties in interest to now
request that this court dismiss the Chapter 15 case."

Bloomberg notes that a hearing on Basis Yield's request for
protection was previously set for April 30.

As reported in the Troubled Company Reporter-Latin America on
Jan. 23, 2008, the Hon. Robert Gerber of the U.S. Bankruptcy
Court for the Southern District of New York denied the summary
judgment request of Hugh Dickinson, Stephen John Akers, and Paul
Andrew Billingham, as joint official liquidators of Basis Yield,
for recognition of the company's Cayman Islands liquidation
proceeding as a "foreign main proceeding," under Section
1517(b)(1) of the U.S. Bankruptcy Code or as a "foreign
nonmain proceeding" under Section 1517(b)(2).

Basis Yield Alpha Fund (Master) is a Cayman Islands mutual fund.
It operates as a master-feeder structure that allows investors'
funds to be channeled through two companies operating in a
single jurisdiction to a "master" company operating in the same
jurisdiction.  These two feeder funds are Basis Yield Alpha Fund
(US), a U.S. feeder fund for US taxable investors, and Basis
Yield Alpha Fund, a non-U.S. feeder for all other investors.

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP represents the petitioners.
(Basis Yield Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000)


BLACK BEAR: Proofs of Claim Filing Deadline is April 16
-------------------------------------------------------
Black Bear Funding Limited's creditors have until
April 16, 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.

Black Bear's shareholder decided on March 17, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                      John Cullinane and Derrie Boggess
                      c/o Walkers SPV Limited
                      Walker House, 87 Mary Street
                      George Town, Grand Cayman KY1-9002
                      Cayman Islands


BOMBAY CO: Wants to Hire A.S.K. Financial as Special Counsel
------------------------------------------------------------
The Bombay Company Inc. and its debtor-affiliates ask permission
from the U.S. Bankruptcy Court for the Northern District of
Texas to employ A.S.K. Financial LLP as their special litigation
counsel.

A.S.K. Financial will collect, analyze, and litigate avoidance
claims that are filed, nunc pro tunc to March 12, 2008, in the
Debtors' Chapter 11 cases.

The Debtors tell the Court that the firm will charge an analysis
fee for performing initial analysis of potential avoidance
claims.  The firm will then provide these data to the Debtors
and their Official Committee of Unsecured Creditors to help them
decide which actions are worth pursuing.

The firm will be paid fees on a contingency basis:

   -- 15% for all gross collections obtained on cases settled
      prior to the filing of a complaint;

   -- 27% of all collections obtained on cases settled after the
      filing of a complaint, but prior to four weeks before the
      scheduled trial date or entry of a judgment; and

   -- 35% of all collections obtained on cases settled on the
      earlier of four weeks before the scheduled trial date or
      entry of a judgment.

The firm says that it is also entitled to be paid its
contingency fee for verified claim waivers that it obtains as
part of the settlement consideration.

Joseph L. Steinfeld, Jr., Esq., a co-managing principal of
A.S.K. Financial, assures the Court that the firm is
disinterested, as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

                       About Bombay Company

Based in Fort Worth, Texas, The Bombay Company Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/--  
designs, sources and markets a unique line of home accessories,
wall d,cor and furniture through 384 retail outlets and the
Internet in the U.S. and internationally, including Cayman
Islands.

The company and five of its debtor-affiliates filed for
Chapter 11 protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead
Case No. 07-44084).  Robert D. Albergotti, Esq., John D. Penn,
Esq., Ian T. Peck, Esq., and Jason B. Binford, Esq., at Haynes
and Boone, LLP, represent the Debtors.  Attorneys at Cooley,
Godward, Kronish LLP act as counsel for the Official Committee
of Unsecured Creditors.  Forshey & Prostok LLP is the
Committee's local counsel.

As of May 5, 2007, the Debtors listed total assets of
US$239,400,000 and total debts of US$173,400,000.


CL ASSETS: Proofs of Claim Filing is Until April 17
---------------------------------------------------
CL Assets Holdings Co., Ltd.'s creditors have until
April 17, 2008, to prove their claims to Guy Major and Emile
Small, 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.

CL Assets' shareholders agreed on March 6, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                      Guy Major and Emile Small
                      Maples Finance Limited
                      P.O. Box 1093, George Town
                      Grand Cayman, Cayman Islands


KINGSWAY PROPERTY: Proofs of Claim Filing Deadline is April 17
--------------------------------------------------------------
Kingsway Property Corporation's creditors have until
April 17, 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.

Kingsway Property'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 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


MORLEY BALANCED: Sets Final Shareholders Meeting for April 17
-------------------------------------------------------------
Morley Balanced Fund Limited will hold its final shareholders'
meeting on April 17, 2008, at 11:00 a.m. at Maricorp Services
Ltd.

These matters will be taken up during the meeting:

                   1) accounting of the winding-up process; and
                   2) authorizing the liquidator to retain the
                      records of the company for a period of
                      five years from the dissolution of the
                      company, after which time they may be
                      destroyed.

Morley Balanced's shareholders agreed on March 17, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                      Maricorp Services Ltd.
                      31 The Strand, 46 Canal Point Drive
                      Grand Cayman KY1-1105, Cayman Islands


SKK HOLDING: Proofs of Claim Filing Deadline is April 16
--------------------------------------------------------
SKK Holding Co., Ltd.'s creditors have until April 16, 2008, to
prove their claims to Daniel Rewalt and Giles Le Sueur, 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.

SKK Holding's shareholders agreed on Dec. 11, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                      Daniel Rewalt and Giles Le Sueur
                      Maples Finance Limited
                      P.O. Box 1093, George Town
                      Grand Cayman, Cayman Islands



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

COUER D'ALENE: Cerro Bayo Mine Upgrades Electrical Systems
----------------------------------------------------------
Coeur d’Alene Mines Corporation disclosed that, as part of the
ongoing operational improvement program at the company’s Cerro
Bayo mine in southern Chile, the mine will be upgrading its
electrical infrastructure, which will result in a temporary
suspension of mining operations for approximately six weeks.

Earlier this year, the company implemented a recovery plan at
Cerro Bayo to address the higher costs and lower production
rates experienced at the mine in 2007.  Key components of this
plan include increased underground mine development to provide
more operational flexibility, reducing the size of the
workforce, improving the training of the workforce using new,
more efficient mining methods, an organizational restructuring,
and a cost improvement program.  The temporary suspension of
mining operations is to allow the improvements of the contractor
installed electrical distribution systems for both the surface
and underground facilities to be undertaken to further improve
operational reliability and performance.  These investments will
also significantly improve worker safety at the mine, which
remains the company’s top priority at all of its operations and
projects.

The initiatives begun late last year have begun to be reflected
in the mine’s operational and financial results.

    * No lost time accidents year-to-date

    * US$5.14 cash costs per ounce of silver this year through
      the end of February–a 34% decline compared to the 4th
      quarter 2007

    * A 50% increase in the average silver grade and a 20%
      increase in the average gold grade this year through
      February compared to full year 2007.

Previously, the company had projected that production at Cerro
Bayo during 2008 would be approximately 2.5 million ounces of
silver and 40,000 ounces of gold–47% and 8% increases over 2007
levels, respectively.  The company now anticipates these
production targets to be reduced by approximately 180,000
ounces of silver and approximately 4,000 ounces of gold due to
this temporary suspension of mining activities to upgrade the
electrical systems.

Production and costs at Cerro Bayo are expected to show
significant improvement over 2007, particularly during the third
and fourth quarters of this year.  Cash costs for 2008 are still
expected to be approximately US$3.14 per ounce of silver–62%
lower than 2007 cash costs.

As of Dec. 31, 2007, Cerro Bayo contained an estimated 7.2
million ounces of proven and probable silver mineral reserves
and 112,000 ounces of proven and  probable gold reserves.  
Silver mineral reserves increased 18% from Dec. 31, 2006 levels.  
In addition to these reserves, Cerro Bayo contains an estimated
10.2 million additional ounces of measured and indicated silver
mineral resources and 180,000 ounces of measured and indicated
gold mineral resources and 16.3 million ounces of inferred
silver mineral resources and 217,000 ounces of inferred gold
mineral resources.

Active exploration activities will continue at the mine during
the upgrade work, with continued focus on the five new vein
systems discovered in the second half of 2007 near the Cerro
Bayo mill facility to expand the known mineralization and define
new mineral reserves.

Cerro Bayo’s Vice President and General Manager, Don Gray, has
been implementing the improvement program at the mine.

                     About Coeur d'Alene

Coeur d'Alene Mines Corp. (NYSE:CDE) (TSX:CDM) --
http://www.coeur.com/-- is the world's largest primary silver
producer, as well as a significant, low-cost producer of gold.
The company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile, Bolivia and Australia.

                         *     *     *

Coeur d'Alene Mines Corp.'s US$180 Million notes due
Jan. 15, 2024, carry Standard & Poor's Ratings Services B-
rating.


FREEPORT-MCMORAN: Strong Liquidity Cues Fitch to Lift Ratings
-------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating and debt
ratings of Freeport-McMoRan Copper & Gold Inc. and its
subsidiary Phelps Dodge Corporation, as:

FCX
  -- Issuer Default Rating upgraded to 'BBB-' from 'BB+';

  -- Unsecured notes due 2015 and 2017 upgraded to 'BBB-' from
     'BB+'.

  -- 7% convertible notes due 2011 upgraded to 'BBB-' from
     'BB+'.

  -- Convertible Preferred Stock upgraded to 'BB' from 'BB-'.

Phelps Dodge
  -- 8.75% senior unsecured notes due 2011 upgraded to 'BBB-'
     from 'BB+';

  -- 7.125% senior unsecured debentures due 2027 upgraded to
     'BBB-' from 'BB+';

  -- 9.50% senior unsecured notes due 2031 upgraded to 'BBB-'
     from 'BB+';

  -- 6.125% senior unsecured notes due 2034 upgraded to 'BBB-'
     from 'BB+'.

In addition, Fitch affirmed these ratings for FCX:

  -- US$1 billion Secured Bank Revolver affirmed at 'BBB-';
  -- 6.875% secured notes due 2014 affirmed at 'BBB-';
  -- US$500 million PT Freeport Indonesia/FCX Secured Bank
     Revolver at 'BBB-';

The Rating Outlook is Stable.

At year end, total debt of US$7.2 billion was 0.97 times 2007
operating EBITDA of US$7.8 billion.  Despite increased capital
spending (US$2.4 billion in 2008 compared with US$1.8 billion in
2007) and an expectation of borrowings in the first half of the
year (at Feb. 22, 2008, US$471 million was borrowed under the
revolver), Fitch expects FCX to be free cash flow positive over
the year and into the medium term.

Fitch notes that earnings and cash flows are highly leveraged to
metals prices and a US$0.20/lb.  decline in copper prices could
cut EBITDA by US$850 million over a 12-month period.  In
particular, FCX realized US$3.23/lb. of copper in 2007 including
the effect of hedging (US$3.28/lb. excluding hedging).  FCX
estimates operating cash flows to be about US$5 billion in 2008,
assuming price of US$3.00/lb. for copper, US$800/oz. for gold
and US$30/lb. for molybdenum.  Each US$0.20/lb. change in copper
could impact this estimate by approximately US$500 million.  
Strong metals prices should continue to drive earnings over the
next 12 to 18 months resulting in leverage as measured by Total
Debt/EBITDA of less than 1 times.  Fitch expects free cash flow
to be more than sufficient to cover dividends and capital
spending over the time period.

An unexpected downturn in metals prices, a substantial shortfall
in production or significant additional debt financing could
trigger a downward revision of the ratings.

The ratings reflect FCX's position as the world's second largest
copper producer, its diversified operations and strong liquidity
as well as the company's exposure to copper prices.  The outlook
is for copper producers to continue to benefit from a strong
pricing environment over the near term.

Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX)
-- http://www.fcx.com/-- is an international mining industry
leader based in North America with large, long-lived,
geographically diverse assets and significant proven and
probable reserves of copper, gold and molybdenum.  Freeport-
McMoRan has one of the most dynamic portfolios of operating,
expansion and growth projects in the copper mining industry.
The Grasberg mine in Indonesia, the world's largest copper and
gold mine in terms of reserves, is the company's key asset.
Freeport-McMoRan also operates significant mining operations in
North and South America and is developing the world-class Tenke
Fungurume project in the Democratic Republic of Congo.

The completion of Freeport-McMoran's acquisition further expands
the company's global operations.  The former Phelps Dodge Corp.
has mining operations in Chile, Peru, Colombia, Venezuela and
Ecuador, among others.



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

EXIDE TECH: Board Appoints Lou Martinez as Corporate Controller
---------------------------------------------------------------
On March 28, 2008, the Board of Directors of Exide Technologies
appointed Lou Martinez as Vice President, Corporate Controller
and Chief Accounting Officer.

In consideration of his appointment, Mr. Martinez will receive
increases in his base salary and target level under the
company's Economic Profit short-term cash incentive plan, as
well as become eligible to participate in the company's long-
term equity incentive plan.

Mr. Martinez, 42, has served as the company's assistant
corporate controller since joining the company in May 2005.  Mr.
Martinez served as corporate controller for Airgate PCS Inc.,
from March 2003 through May 2005.  Mr. Martinez has also served
as corporate controller for Cotelligent Inc., from March 2000
through February 2003 and as director of finance & controller
for Aegis Communications from 1996 through February 2000.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland
& Ellis, represented the Debtors in their successful
restructuring.  The Court confirmed Exide's Amended Joint
Chapter 11 Plan on April 20, 2004.  The plan took effect on
May 5, 2004.

The company has operations in 89 countries, including,
Argentina, Belize, Bolivia, Brazil, Chile, Colombia, Costa
Rica, Ecuador, El Salvador, Guatemala, Panama, Paraguay, Peru,
Uruguay, Venezuela, Trinidad and Puerto Rico.
                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 6, 2008, Moody's Investors Service affirmed the Corporate
Family Rating at Caa1 for Exide Technologies Inc. but changed
the outlook to positive from stable.   Moody's also raised the
rating on the company's asset based revolving credit facility to
Ba3 from B1.  Moody's also affirmed ratings of the senior
secured term loans, at B1; and the senior secured junior-lien
notes, at Caa1.  The Probability of Default remains Caa1.

Moody's Investor Service placed Exide Technologies' senior
secured debt and probability of default ratings at 'Caa1' in
September 2006.  The ratings still hold to date with a stable
outlook.



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

TRICOM SA: Court Adjourns Confirmation Hearing to August 6
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
moved the hearing to consider approval of Tricom S.A.'s
disclosure statement and confirmation of their Prepackaged
Chapter 11 Plan of Reorganization to August 6, 2008.

Bloomberg News says Judge Bernstein adjourned the hearing while
the Debtors, in the meantime, supply their schedules of assets
and liabilities and statements of financial affairs required by
U.S. bankruptcy law.  The Debtors previously wanted to file the
financial information on or after final approval of the plan.

The Debtors' current deadline to file their schedules and
statements is April 14, 2008.  Counsel for the Debtors said they
will provide the financial information by May 2, says Bloomberg
News.

Separately, Banco Multiple Leon, S.A., objects to the
confirmation of the Debtors' Prepackaged Joint Chapter 11 Plan
of Reorganization, and the approval of the disclosure statement.

Banco Leon is a holder of a general unsecured claim against
Tricom, S.A., having acquired lender's rights to loans made to
Tricom for US$22,000,000.  

John Drucker, Esq., at Cole Schotz Meisel Forman & Leonard,
P.A., in New York, says that the Reorganization Plan and the
Disclosure Statement does not provide adequate disclosure,
particularly about Banco Leon's liquidated claim, and how it
will be treated under the Plan.         

Mr. Drucker says that Banco Leon is concerned that its claim
will be treated as an unimpaired general unsecured claim in
Class 7.  He adds that the Debtor did not solicit a vote from
Banco Leon, an admission that the claim is to be treated as
unimpaired.

"The treatment of Banco Leon's claim as unimpaired Class 7 claim
raises serious doubt as to the [reorganization] plan's  
feasibility," Mr. Drucker asserts.

In the Disclosure Statement, the Debtors project that on or
about the anticipated effective date of the Reorganization Plan,
they will have cash of about US$10,000,000.

According to Mr. Drucker, there is no chance the Debtors can
demonstrate that the Reorganization Plan is feasible, when the
cash needed to satisfy their commitment to Banco Leon is more
than twice the amount available to the Debtors.  He further says
that it becomes more difficult to understand how the
Reorganization Plan can be confirmed if the claims of Bancredit
Cayman Limited and Bancredito (Panama), S.A., are taken into
account.

Bancredit Cayman seeks to recover US$120,000,000, while
Bancredito Panama asserts claim for US$70,000,000.

Mr. Drucker says that if the claim of Banco Leon is treated as a
general unsecured claim, the reorganization plan cannot be
confirmed.  "On the other hand, if the Debtors characterize
Banco Leon's claim as impaired claim, the Debtors' deliberate
failure to solicit Banco Leon should bar confirmation," he
points out.

According to Mr. Drucker, the Court should direct the Debtors
to:

   (a) discuss the nature of the claims of the affiliated
       creditors, when and how they came to be creditors, the
       claim amount, and the specific distributions they will
       receive;

   (b) explain why the Debtors have limited information about  
       their dominant stakeholder that appointed their  
       management;

   (c) disclose further the amount of the loans being borrowed  
       from GFN International Investments Corp. banking
       subsidiaries before 2004, the reasons for borrowing the
       loans, among others;       

   (d) make available the report of the Special Committee,
       which was appointed to investigate the US$70,000,000
       purchase of Tricom's Class A stock; and

   (e) further disclose the basis for, or effect of the
       provision of the Reorganization Plan that provides for
       a continuing commitment by the Debtors to indemnify and
       hold harmless its current and former officers and
       directors.

Banco Leon asserts that in the event the Court approves the
Disclosure Statement or confirms the Reorganization Plan, the
Plan should not enjoin or release any claim or right the bank
has against a nondebtor.

                         About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

(Tricom Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)



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

BRITISH AIRWAYS: BALPA Demands Management Change Over T5 Chaos
--------------------------------------------------------------
The British Airline Pilots' Association, on Tuesday, April 8,
2008, published an Open Letter to city institutions and to the
Government calling for a change in how British Airways plc is
managed.

"We have quietly gone about our jobs since the Terminal 5
debacle, but pilots can no longer stay silent.  It is their
company's reputation that is on the line and their futures.  BA
management has taken its eye of the ball and it is time UK plc
held them to account," Jim McAuslan, general secretary of BALPA,
said.

This is the text of the Open Letter:

"Failings on the opening days of T5 are symptomatic of BA's loss
of focus in delivering a sound operation.  This airline can and
should make Britain proud but a fundamental change of attitude
is required from the very highest levels of BA management."

"The British Airline Pilots' Association has for several years
pressed BA to focus on operational integrity –- punctuality,
baggage delivery and product quality.  Get that right and the
customers will keep coming back in today's highly competitive
aviation market and we can look to growth and exporting the
brand."

"It is with great sorrow and acute embarrassment that BA pilots
have witnessed the unhappy, distressing shambles that the
opening of T5 has become.  BA pilots have reacted in the right
way by once again going the extra mile to solve problems and
extend their working duties to maximum legal limits in order to
minimize the suffering of our customers and protect the Company
they love and the uniform they wear.  This has been done despite
the background of a pending Industrial dispute."

"This month sees a massive increase in direct competition on
BA's most lucrative routes from the home base at Heathrow.  We
also see consolidation in this industry on an unprecedented
scale; consolidation in the likes of Air France and KLM that has
yielded benefits from synergies of a level way beyond simple
direct cost reduction.  And BA's response?  Messing up its home
base and dabbling with aircraft operating from Paris and London
City to New York."

"Banks, institutional investors and analysts need to wake up to
the fact that there is something very wrong right at the heart
of this company that is making our once great brand a laughing
stock.  The margins may look good (for this industry anyway) but
the financial establishment's pre-occupation with the bottom
line has glossed over the warning signs.  These warning signs
have been there for some time for those with eyes to see and
ears to hear: holding up the punctuality table; reports from
many influential opinion formers of quality standards nose-
diving; a return to the 70s on lost baggage long before the T5
debacle; the growing reluctance to answering questions; the
clear irritability with differing points of view; fronting up,
in full public gaze, to the Prime Minister on the issue of a
religious cross; taking court cases to appeal, and still losing;
threatening its own pilot workforce's association with
bankruptcy when it should have been focused on exploiting the
gift-wrapped 'once in a lifetime' opportunity of a move to T5
(as we warned in January).  We want confidence in our
leadership, not arrogance."

"BA proclaims that 400 people (a massive 1% of the workforce)
turned up last weekend to help sort baggage, but two weekends
ago 1,300 pilots and their families marched on BA's headquarters
complaining about the creation of a new European offshoot
'OpenSkies' which will use BA money and BA aircraft but not BA
pilots because BA say they may 'contaminate' this start-up
operation.  No wonder team spirit and respect are in short
supply; and ironically the 'feather in the cap' of sorting out
BA's pension crisis was actually a team effort with a huge
injection of pilot ingenuity, common sense and pragmatism rather
than the new CEO on his white charger."

"The ramifications of what is going on in BA will be felt far
more widely.  Our reputation as a country has been harmed no
end.  Support for a 3rd runway has taken a direct hit.  
Questions at the IOC will be asked.  When you are running a
national icon you have responsibility for far more stakeholders
than shareholders."

"So my question to the UK's financial establishment and
Government of BA is this: when are you going to listen with all
your senses as to what is happening inside our business and when
are you going to act on how it is 'led'?"

                    About British Airways

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

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

                        *     *     *

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



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

ADVANCED MICRO: Expects 15% Decrease in First Quarter Revenues
--------------------------------------------------------------
Advanced Micro Devices Inc. expects revenue for the first
quarter ended March 29, 2008, to be approximately
US$1.5 billion, a 22% increase compared to the first quarter of
2007, and down 15% compared to the fourth quarter of 2007.  The
decrease is due to lower than expected sales across all business
segments.  AMD had previously anticipated first quarter revenue
to decline in line with seasonality.

As reported in the Troubled Company Reporter on Jan. 21, 2008,
AMD reported results of its fourth quarter and year ended
Dec. 29, 2007.  In the fourth quarter of 2007, AMD reported net
loss of US$1.772 billion and an operating loss of
US$1.678 billion.  Fourth quarter net loss included charges of
US$1.675 billion, of which US$1.669 billion were operating
charges.  The non-cash portion of the fourth quarter charges was
US$1.606 billion.  Fourth quarter 2007 revenue was
US$1.770 billion, an 8% increase compared to the  third quarter
of 2007 and flat compared to the fourth quarter of 2006.

AMD plans to adjust its cost structure by reducing its workforce
by approximately 10% by the end of the third quarter of 2008.  
As a result of these reductions, AMD expects to record a
restructuring charge in the second quarter of 2008.  At the time
of this release, AMD is unable to determine the estimated amount
of the charge as the details are still being finalized.

AMD will report first quarter 2008 results after market close on
April 17, 2008.

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.  The company has a facility in Singapore.
It has sales offices in Belgium, France, Germany, the United
Kingdom, Mexico and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 28, 2008, Fitch downgraded these ratings on Advanced Micro
Devices Inc., including its Issuer Default Rating to 'B-' from
'B'; and its Senior unsecured debt to 'CCC'/RR6 from 'CCC+/RR6'.  
Fitch said the rating outlook remains negative.


CASA DE CAMBIO: Wants to Hire Luis V. Echeverria as Consultant
--------------------------------------------------------------
Casa de Cambio Majapara S.A. de C.V. seeks permission from the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ Luis V. Echeverria as consultant and foreign
representative in its insolvency and bankruptcy proceedings in
the United States and in Mexico.

Mr. Echeverria is the president and CEO of JOM Corp., which is a
registered money transmitter and was a customer of the Debtor
before the bankruptcy filing.

Mr. Echeverria, efficient in reading, writing and speaking
Spanish and English, will:

   a) advise and assist the Debtor with the administration of
      its estate, operation of its business and management of
      its properties;

   b) consult the Debtor regarding the disposition of its assets
      and take actions, as may be necessary, to effectuate those
      dispositions;

   c) coordinate and take any actions in foreign countries,
      including the commencement and oversight of ancillary
      insolvency proceedings in Mexico;

   d) represent the Debtor with respect to inquiries and
      negotiations relating to its creditors and property of its
      estate;

   e) assist the Debtor with the formulation and confirmation of
      a plan of reorganization;

   f) participate on behalf of the Debtor in all proceedings
      before the United states Bankruptcy Court and any other
      Court including Courts in Mexico; and

   g) perform any and other consulting or representive services
      on behalf of the Debtor in the proper administration of
      the Debtor's estate.

Mr. Echeverria relates that the Debtor agreed to pay his
standard hourly rate of US$550 and will reimburse out-of-pocket
expenses incurred in relation to the consulting services.

The Debtor proposes to pay Mr. Escheverria a flat fee of
US$100,000 for services rendered between the bankruptcy filing
to June 30, 2008.  

Mr. Echeverria assures the Court that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Mexico City, Casa de Cambio Majapara S.A. de
C.V. aka Majapara Casa de Cambio is engaged in financial
transactions processing, reserve, and clearing house activities.  
The company filed for Chapter 11 protection on March 5, 2008
(Bankr. N.D. Illinois).  Andrew L. Wool, Esq., at Katten Muchin
Rosenman, LLP, in Chicago, Illinois, represent the Debtor.  When
the Debtor filed for protection from its creditors, it listed
assets and debts between US$10 million to US$50 million.


CHALCO (MEXICO): Moody's Withdraws B1 Rating for Business Reason
----------------------------------------------------------------
Moody's has withdrawn the long-term issuer ratings of Baa2.mx
(Mexico National Scale) and B1 (Global Scale, local currency)
assigned to the Municipality of Chalco, State of Mexico.  The
rating agency has withdrawn these ratings for business reasons.


CHRYSLER LLC: Mexico Unit Sales Increase in 2008 First Quarter
--------------------------------------------------------------
Chrysler Mexico reported first quarter sales of 31,124 Chrysler,
Jeep(R) and Dodge brand vehicles, an increase of three per cent
compared to the same period in 2007, marking the best first
quarter in more than five years. Sales for the month of March
were 9,886 units, a decrease of 11 per cent.

“The Chrysler sales team in Mexico has done an impressive job in
achieving sales growth during the first quarter, avoiding the
negative industry trend,” said Joseph ChamaSrour, President and
Managing Director of Chrysler Mexico.  “The strength of our
products, especially our trucks and sport utility vehicles, has
enabled our team to succeed in a challenging environment, and
win new customers for our brands.”

                   March 2008 Sales Highlights

In the first quarter, the Jeep brand sales grew 42 per cent, led
by the Jeep Patriot.

The popularity of the Dakota pickup, along with higher demand
for Patriot, contributed to the Company’s sales increase for
Trucks and Sport Utility Vehicles, which grew 13 per cent and 10
per cent respectively.

Chrysler de Mexico, headquartered in Santa Fe, Mexico, has 1,200
salaried employees and 5,000 hourly employees.

Based in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 12, 2007, Standard & Poor's Ratings Services affirmed its
'B' corporate credit rating on Chrysler LLC and DaimlerChrysler
Financial Services Americas LLC and removed it from CreditWatch
with positive implications, where it was placed Sept. 26, 2007.  
S&P said the outlook is negative.


CLEAR CHANNEL: Trial on Case Over Sale Set May; Banks Countersue
----------------------------------------------------------------
Justice Helen Freedman in New York Supreme Court has ruled that
a case filed by proposed buyers of radio operator Clear Channel
Communications Inc. against financiers of the deal will go to
trial in New York on May 5 or as soon after as can be scheduled,
reports say.

As previously reported in the Troubled Company Reporter, the
privatization of Clear Channel appeared in danger of collapsing
after Thomas H. Lee Partners LP and Bain Capital LLC and the
financial backers reportedly failed to reach agreement on the
final financing of the transaction. Clear Channel had
anticipated closing the merger agreement by March 31, 2008. The
company's shareholders approved the adoption of the merger
agreement, as amended. The deal includes US$19.4 billion of
equity and US$7.7 billion of debt.

Subsequently, CC Media Holdings Inc., a corporation formed by
private-equity funds co-sponsored by Thomas H. Lee and Bain
Capital, sued the group of banks that promised to finance the
acquisition to compel them to honor the agreement. CC Media
filed complaints in New York state court in Manhattan and in
Bexar County, Texas. The firms alleged the backers breached a
contract entered in May to fund the deal.  Clear Channel joined
the suit in Texas.  In Texas, Clear Channel asked for an order
banning the banks from interfering with the merger agreement and
sought more than US$26 billion in damages.

The banks that agreed to finance the deal include Citigroup
Inc., Morgan Stanley, Deutsche Bank AG, Credit Suisse Group,
Royal Bank of Scotland PLC and Wachovia Corp.

The consortium of banks asked that the Texas case be transferred
to a federal court, but was denied. Justice Freedman after a
hearing on Thursday signed an order noting the trial will begin
on May 5 at 9:30 am and also that a pretrial conference will be
held on May 2. The schedule also calls for the parties to submit
a list of deposition designations and an estimate of the length
of the trial by April 25.

The banks, with the exception of Deutsche Bank, filed a
countersuit in New York state court in Manhattan on Friday. The
banks stand to lose at least US$2.7 billion if forced to fund
the deal because loan prices have fallen since they agreed to
the transaction last April, according to Bloomberg News. They
are seeking to limit their liability to US$600 million. Deutsche
Bank AG filed a separate countersuit, said Tom Johnson, a
spokesman for the banks, Bloomberg reports.

The lenders argued they didn't violate the terms of a commitment
letter.  According to their countersuit filing, the financial
backers insisted they were "engaging in good faith
negotiations," and provided documents, which the Bain and Thomas
rejected, Bloomberg News recounts.

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

                            *     *     *

As reported in the Troubled Company Reporter on March 28, 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.

Fitch Ratings stated that in line with previous guidance, Clear
Channel Communications' 'BB-' Issuer Default Rating and Senior
Unsecured Ratings would remain in place if the going-private
transaction is not completed.

Moody's stated that assuming the transaction is completed as
currently contemplated, Clear Channel will likely be assigned a
Corporate Family Rating of B2 and the rating on the existing
senior notes is likely to be notched down to Caa1 based on their
expected subordination to the new senior secured debt facilities
and the new senior notes.


COREL CORP: Randall Eisenbach Resigns as EVP of Operations
----------------------------------------------------------
On April 3, 2008, Corel Corporation announced the resignation of
Randall Eisenbach as executive vice president of operations of
Corel, effective as of May 1, 2008.

There were no disagreements between Mr. Eisenbach and the
company on any matter relating to the company's operations,
policies or practices.  As of April 3, 2008, the company has not
appointed a replacement executive vice president of operations.

                     About Corel Corporation

Corel Corp. (NASDAQ: CREL)(TSX: CRE) -- http://www.corel.com/--  
is a developer of graphics,  productivity and digital media
software with more than 100 million users worldwide.  The
company's product portfolio includes some of CorelDRAW(R)
Graphics Suite, Corel(R) Paint Shop Pro(R) Photo, Corel(R)
Painter(TM), Corel DESIGNER(R), Corel(R) WordPerfect(R) Office,
WinZip)R), WinDVD(R) and iGrafx(R).

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

                          *     *     *

At Dec. 31, 2007, the company's consolidated balance sheet
showed US$255.9 million in total assets and US$273.6 million in
total liabilities, resulting in a US$17.7 million total
stockholders' deficit.


DURA: Wants Court Nod on Atwood Capital Adjustment Pact
-------------------------------------------------------
Dura Automotive Systems Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve a
settlement between the Debtors and Atwood Mobile Products LLC,
formerly known as Atwood Acquisition Co., LLC.

In August 2007, the Court approved the sale of the Debtors'
Atwood Mobile Products division, which manufactures parts and
specialty products for recreational and specialty vehicles,
housing, and associated niche markets, to Atwood.

The final asset purchase agreement provides for a purchase price
adjustment based on the amount of working capital delivered at
the closing of the sale, and the procedure for determining that
amount.  In October 2007, Atwood sent the Debtors a Closing
Statement asserting that Preliminary Closing Working Capital was
US$35,230,326, greater than Closing Working Capital.  The
following month, the Debtors, after reviewing papers related to
Atwood's preparation of the Closing Statement, in conjunction
with AlixPartners LLP and Ernst & Young LLP, sent Atwood a
Notice of Disagreement asserting that Preliminary Closing
Working Capital was US$2,752,000, greater than Closing Working
Capital.

The Debtors and Atwood, consistent with the spirit of the Final
APA, engaged in substantial arm's-length, good faith
negotiations to resolve the Preliminary Closing Working Capital
dispute, which resulted in a settlement.

The settlement provides that:

   (a) the Debtors will retain pre-closing real and personal
       property tax liability, consistent with the Final APA;

   (b) the Debtors will work with a vendor, Indalex, Inc., to
       transfer a credit to Atwood in the amount of
       approximately US$447,000;

   (c) the Debtors will pay US$3,000,000, in cash to Atwood in
       March 2008, and US$2,800,000 in May 2008;

   (d) the Debtors will work in good faith with Atwood to
       determine the actual accounts payable amount, if any,
       owed to Atwood by the Debtors, which amount will not
       exceed US$935,000; and

   (e) each party will grant the other a release relating to the
       working capital determination.

The Debtors, after considering alternative settlement terms,
determine that the terms of the settlement are both fair and in
the best interests of their estates.

Accordingly, the Debtors ask the Court to approve the
settlement.

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

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

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C.,
Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP are lead counsel for the Debtors'
bankruptcy proceedings. Daniel J. DeFranseschi, Esq., and Jason
M. Madron, Esq., at Richards Layton & Finger, P.A. Attorneys are
the Debtors co-counsel. Baker & McKenzie acts as the Debtors'
special counsel.  Togut, Segal & Segal LLP is the Debtors'
conflicts counsel.  Miller Buckfire & Co., LLC is the Debtors'
investment banker.  Glass & Associates Inc., gives financial
advice to the Debtor.  Kurtzman Carson Consultants LLC handles
the notice, claims and balloting for the Debtors and Brunswick
Group LLC acts as their Corporate Communications Consultants for
the Debtors.

As of Jan. 31, 2008, the Debtor had US$1,503,682,000 in total
assets and US$1,623,632,000 in total liabilities. (Dura
Automotive  Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


LA BARCA: Moody's Withdraws B1 Curr. Rating for Business Reasons
----------------------------------------------------------------
Moody's has withdrawn the long-term issuer ratings of Baa2.mx
(Mexico National Scale) and B1 (Global Scale, local currency)
assigned to the Municipality of La Barca, Jalisco.  The rating
agency has withdrawn this rating for business reasons.


PRIDE INT'L: Redeems US$300 Million of 3.25% Senior Notes
---------------------------------------------------------
Pride International Inc. is redeeming all US$300 million
outstanding principal amount of its 3.25% Convertible Senior
Notes Due 2033 on May 16, 2008.  The redemption price for the
notes is 100% of the principal amount, plus accrued interest
(including contingent interest, if any).

The notes may be converted at any time before the close of
business on May 15, 2008, the business day prior to the
redemption date.  The notes are currently convertible into the
Company's common stock at a rate of 38.9045 shares of common
stock per US$1,000 principal amount of notes.  In lieu of
delivery of shares of common stock upon conversion of any notes,
the Company may elect to pay holders surrendering notes an
amount in cash per note (or a portion of a note) equal to the
"applicable stock price" multiplied by the conversion rate.  
The "applicable stock price" is equal to the average of the
closing sales prices of a share of common stock on the NYSE over
the five trading day period starting on the third trading day
following the conversion date.  The company will inform any
holders converting notes no later than two business days
following the date of conversion of the Company's election to
deliver shares of common stock or to pay cash in lieu of
delivery of such shares or to do a combination thereof.  Shares
of common stock and cash deliverable upon conversion will be
delivered no later than the third business day following the
determination of the applicable stock price.

If holders convert all outstanding notes, the Company currently
intends to pay approximately US$300 million in cash in
connection with the conversion, with the remaining conversion
value being satisfied in shares of common stock.

Louis A. Raspino, President and Chief Executive Officer of Pride
International, Inc., stated, "We continue to experience an
exceptionally strong business environment, especially for the
deepwater rig sector, with further evidence to support a healthy
business cycle to the middle of the next decade.  The long-term
viability of the offshore business cycle continues to offer
opportunities to execute our stated strategy of building
critical mass in the ultra-deepwater sector, while exercising
strong financial discipline.  Our decision to redeem the 3.25%
convertible notes is another example of this discipline.  Our
repayment of the outstanding principal amount of the debt in
cash upon conversion rather than settling through the issuance
of shares essentially has the same effect as a $300 million
share repurchase, representing approximately 5% of our fully
diluted shares, thereby allowing us to achieve a balance between
long and short-term growth objectives while also driving down
our cost of capital."

                   About Pride International

Headquartered in Houston, Texas, Pride International Inc.
(NYSE: PDE) -- http://www.prideinternational.com/-- provides
onshore and offshore contract drilling and related services in
more than 25 countries, operating a diverse fleet of 277 rigs,
including two ultra-deepwater drillships, 12 semisubmersible
rigs, 28 jackups, 16 tender-assisted, barge and platform rigs,
and 214 land rigs.  The company maintains worldwide operations
in France, Mexico, Kazakhstan, India, and Brazil, among others.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 22, 2007, Standard & Poor's Ratings Service raised its
corporate credit rating on offshore contract drilling firm Pride
International Inc. to 'BB+' from 'BB'.  At the same time, S&P
raised the rating on the company's unsecured debt to 'BB+' from
'BB-'.  S&P said the outlook is stable.


SANLUIS CORP: Rep Uno Extends Expiration Date of Tender Offer
-------------------------------------------------------------
Rep Uno, S.A. de C.V., a subsidiary of Sanluis Corporacion,
S.A.B. de C.V., said that it is hereby amending and
supplementing its cash tender offer (SISA Note Offer) and
related consent solicitation for any and all outstanding 8%
Guaranteed Notes due 2010 (SISA Notes) issued by Sanluis Co-
Inter S.A. (SISA), another subsidiary of Sanluis Corp., to:

   -- extend the expiration date for the SISA Note Offer and the
      consent solicitation to July 15, 2008; and

   -- give the holders of tendered SISA Notes withdrawal rights
      from April 8, 2008 through midnight, New York City time,
      on April 22, 2008.
    
The SISA Note Offer and the consent solicitation were originally
set forth in an offer to purchase and consent solicitation
statement dated Oct. 10, 2007, which was amended and
supplemented on Oct. 24, 2007, Oct. 29, 2007, Nov. 7, 2007,
Dec. 7, 2007, Dec. 24, 2007, and Feb. 8, 2008.  The related
Letter of Transmittal and Consent was also appended to the Offer
to Purchase.

Except as set forth herein, the terms and conditions of the SISA
Note Offer and the consent solicitation remain as set forth in
the Offering Materials.  Unless otherwise indicated, terms used
herein have the meanings given to them in the Offering
Materials.

The information set forth herein should be read in conjunction
with the information contained in all of the Offering Materials.

       Extension of Expiration Date for SISA Note Offer

The expiration date for the SISA Note Offer is extended to 12:00
midnight, New York City time, on July 15, 2008.  The extension
is required because of the current difficult conditions in the
credit markets.  Completion of the SISA Note Offer is subject to
certain conditions described in the Offer to Purchase, including
but not limited to, satisfaction of the Financing Condition
through a New Offering.  As described in the Offering Materials,
Rep Uno expected to satisfy the Financing Condition following
completion of a proposed offering of debt securities by Sanluis
Rassini S.A. de C.V., a subsidiary of Sanluis Corp. and Rep
Uno's direct parent company.  The prospects for completing a New
Offering continue to be highly uncertain and depend on factors
beyond the control of Rep Uno and Sanluis Rassini.  If a New
Offering cannot be completed or does not result in the receipt
of net proceeds sufficient to purchase all SISA Notes tendered
pursuant to the SISA Note Offer, Rep Uno may not be able to
complete the SISA Note Offer and related consent solicitation,
and Rep Uno will not be required to accept for payment, or pay
for, any tendered SISA Notes (subject to Rule 14e-1(c) under the
Exchange Act).

           Withdrawal Rights for Tendered SISA Notes

Notwithstanding anything to the contrary set forth in the
Offering Materials, holders who validly tendered their SISA
Notes prior to 12:00 midnight, New York City time, on
April 7, 2008, will be entitled to withdraw their tendered SISA
Notes and revoke the related Consents during the period
(Withdrawal Period) from April 8, 2008, through 12:00 midnight,
New York City time, on April 22, 2008.  Any SISA Notes validly
tendered and not subsequently validly withdrawn prior to
April 22, 2008, may not be withdrawn thereafter unless: (a) Rep
Uno terminates the SISA Note Offer without accepting any SISA
Notes for purchase thereunder, (b) Rep Uno reduces the SISA Note
Tender Offer Consideration or the principal amount of the SISA
Notes subject to the SISA Note Offer or (c) otherwise provided
under the limited circumstances set forth in the Offer to
Purchase.
    
Procedures for validly withdrawing tendered SISA Notes and
revoking the related Consents are set forth in the Offer to
Purchase under the caption "The Tender Offer and the Consent
Solicitation-Withdrawal of Tenders and Revocation of Consents."

Withdrawals of tenders of SISA Notes may not be rescinded, and
any SISA Notes properly withdrawn will thereafter be deemed not
validly tendered for purposes of the SISA Note Offer.

Properly withdrawn SISA Notes may be re-tendered by following
the applicable procedures described in the Offer to Purchase
under the caption  "The Tender Offer and the Consent
Solicitation-Procedures for Tendering Subject Debt and
Delivering Consents" at any time on or prior to July 15, 2008.  
Only holders who tendered SISA Notes and provided the related
Consents on or prior to Dec. 7, 2007, and did not subsequently
validly withdraw them will be eligible to receive the Early
Tender Payment.  Therefore, holders of SISA Notes that are
validly withdrawn during the Withdrawal Period and then re-
tendered together with the related consents, will be ineligible
to receive the Early Tender Payment.

          Release of Year-End Financial Statements

On Feb. 27, 2008, Sanluis Corp. reported its consolidated
financial and operating results for the year-ended
Dec. 31, 2007.  Visit the website
http://www.sanluisrassini.com/Eng/,for additional information  
on the company's 2007 results.

Additionally, SISA's 2007 financial statements are available at
the company's website at
http://www.sanluisrassini.com/pdf/reporteanual_07.pdf).

                         Other Matters

Rep Uno has retained Morgan Stanley & Co. Incorporated to serve
as dealer manager and solicitation agent for the tender offer
and consent solicitation, Global Bondholder Services Corporation
to serve as the information agent and The Bank of New York to
serve as the depositary.  Questions regarding the tender offer
and consent solicitation may be directed to:

   Morgan Stanley & Co. Incorporated
   Tel. Numbers: (212) 761-5384 or
                 (800) 624-1808 (U.S. toll free).

Requests for documentation may be directed to the information
agent at (212) 430-3774 for banks and brokers and (866) 873-5600
for all others.  Questions may also be directed to Sanluis's
Investor Relations department, to the attention of Antonio
Olivo, at (+011-52-55) 5229-5844.

                        About Sanluis

Headquartered in Mexico, Sanluis Corporacion S.A.B De C.V. is
formerly known as Sanluis Corporacion S.A. de C.V.  The Group's
principal activities are manufacturing and selling automobile
suspension parts and brake components.  The Suspensions business
segment includes selling multi-leaf springs and parabolic leaf
springs, coil springs, torsion bars and stabilizing bars.  The
Brakes business segment includes selling rotors, disks, drums
and hubs for brake systems.  Clients include DaimlerChrysler,
Ford, General Motors, Agrale, Honda, Mitsubishi, Nissan, Scania,
Toyota, Volkswagen, Dana, Delphi, PBR, TRW, among others.  It
operates mainly in the United States and Canada markets.

Sanluis-Rassini has 89% share of the NAFTA market (U.S., Mexico
and Canada) for light truck suspensions.  In the Brake division,
Sanluis-Rassini has a 12% market share in the light truck and
automobile segment of the U.S. and Canada markets.  Its solid
and diversified client base includes General Motors, Ford Motor
Company, Daimler-Chrysler, Nissan, Volkswagen and Toyota.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 21, 2007, Fitch Ratings has affirmed the foreign currency
and local currency issuer default ratings of Sanluis
Corporacion, S.A.B. de C.V. at 'B-'.  In addition, Fitch has
affirmed its 'B-' issue rating and 'RR4' recovery rating on
Sanluis' senior secured bank loans held by Sanluis' operating
subsidiaries and its 'CCC+' issue rating and 'RR5' recovery
rating on the 8% senior unsecured notes due 2010 and on the
US$75 million 7% mandatory convertile debentures due 2011 issued
by Sanluis Co-Inter S.A., an intermediary holding company.  
Fitch said the rating outlook is stable.



=================
N I C A R A G U A
=================

INFINITY ENERGY: Receives Deficiency Notice From NASDAQ
-------------------------------------------------------
On April 3, 2008, Infinity Energy Resources, Inc., received a
deficiency notice from the NASDAQ Stock Market stating that,
based on the company's Annual Report on Form 10-K for the fiscal
year ended Dec. 31, 2007, its stockholders' equity was
US$7,725,000.  NASDAQ Marketplace Rule 4450(a)(3) requires all
companies listed on the NASDAQ Global Market to maintain a
US$10,000,000 minimum stockholders' equity standard.  In
accordance with the notice, NASDAQ is reviewing the company's
eligibility for continued listing on the NASDAQ Global Market.

The company has been requested to provide to NASDAQ, on or
before April 18, 2008, its specific plan to achieve and sustain
compliance with all NASDAQ Global Market listing requirements
and the company's time frame to complete its plan.  If after
completion of the review process, NASDAQ determines that such
plan is not sufficient, it will provide written notification
that the company's securities will be delisted.

Headquartered in Denver, Infinity Energy Resources Inc.
(NasdaqGM: IFNY) -- http://www.infinity-res.com/-- is an   
independent energy company engaged in the exploration,
development production of natural gas and oil and the
acquisition of natural gas and oil properties in Texas and the
Rocky Mountain region of the United States.  The company also
has a 1.4 million-acre oil and gas concession offshore Nicaragua
in the Caribbean Sea.

            Amegy Bank Deficiency and Defaults

Under the Forbearance Agreement entered into with Amegy Bank
N.A. in August, Infinity is required to repay an US$11.5 million
borrowing base deficiency by Nov. 30, 2007.  In order to satisfy
the US$11.5 million borrowing base deficiency, Infinity is
required to sell the assets of Infinity Oil & Gas of Wyoming
Inc., which holds its Rocky Mountain oil and gas assets, and may
be required to sell Infinity Oil and Gas of Texas Inc.

In addition, Infinity is currently in default under the loan
agreement with Amegy.  The company failed to meet certain
financial and other covenants during the three months ended
Sept. 30, 2007, including the interest coverage ratio and the
funded debt to EBITDA ratio.  Although Infinity intends to seek
waivers of existing and future defaults as they occur, Amegy
currently has the right to declare an event of default and
foreclose on substantially all of Infinity's assets.



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

GRAN TIERRA: American Stock Exchange Lists Common Stocks
--------------------------------------------------------
The American Stock Exchange (Amex) listed the common stock of
Gran Tierra Energy, Inc. under the ticker symbol GTE.

"We are pleased to welcome Gran Tierra Energy to the American
Stock Exchange," said Chairperson and Chief Executive Officer,
Neal Wolkoff.  "Many Canadian resource companies have chosen
Amex as their home and we look forward to providing Gran Tierra
with the solid support and services that are essential in
today's competitive marketplace."

Gran Tierra Energy Inc. Chief Executive Officer, Dana Coffield
stated, "Graduating to the American Stock Exchange represents a
significant milestone for Gran Tierra Energy, our shareholders,
and our employees.  We take great pride in this accomplishment,
which is a further step in the building of a solid foundation
upon which we can continue to grow our business.  We expect this
listing will provide the opportunity to broaden our investor
base and will create additional liquidity for our shareholders.  
In addition, the American Stock Exchange listing will provide
greater visibility for "GTE" in the investment community."

The specialist for Gran Tierra Energy, Inc. is AGS Specialist
Partners. For further information on GTE and other Amex-listed
companies, please visit http://www.amex.com.

                     About Gran Tierra Energy

Headquartered in Calgary, Alberta, Canada, Gran Tierra Energy
Inc. (OTC BB: GTRE.OB) -- http://www.grantierra.com/-- is an  
international oil and gas exploration and production company,
incorporated and traded in the United States and operating in
South America.  The company holds interests in producing and
prospective properties in Argentina, Colombia and Peru.

At Dec. 31, 2007, the company's balance sheet showed total
assets of US$112.79 million, total long term liabilities of
US$36 million and total shareholders' equity of US$76.79
million.

                     Successive Net Losses

As reported in the Troubled Company Reporter on Jan. 4, 2008,
the company disclosed in the regulatory filing that it "has a
history of net losses."  The company said it 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.

According to the company, its 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.



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

W HOLDING: NYSE Will Give Firm Six Months to File 10-K Form
-----------------------------------------------------------
W Holding Company, Inc. has been notified by the NYSE that the
company is not in compliance with NYSE Listed Company Manual
Section 802.01E because it has not timely filed its Annual
Report on Form 10-K for the year ended Dec. 31, 2007.  
Accordingly, the company is subject to the procedures specified
in Section 802.01E, which provides, among other things, that the
NYSE will monitor its filing status of the 2007 Form 10-K on an
ongoing basis for up to a six-month period from the date the
2007 Form 10-K was due to be filed, during which time the
company's common stock will continue to be listed.  If the
company has not filed the 2007 Form 10-K within six months of
such date, the NYSE may grant up to an additional six-month
trading period to file the 2007 Form 10-K based on an evaluation
of the company's specific circumstances, or may commence
suspension and delisting procedures against the company.  The
letter also notes that regardless of these procedures, the NYSE
may commence delisting proceedings at any time during any period
that is available to complete the filing, if circumstances
warrant.

The company was not able to timely file the 2007 Form 10-K
because it has not completed the previously announced
restatement of the financial statements of the company for the
year ended Dec. 31, 2006, and for the quarters ended
Sept. 30, 2006 and March 31, 2007, for the correction of an
error to recognize the impact of adjustments resulting from the
Inyx, Inc. loan impairment over such periods.  The company is
currently working expeditiously to conclude the restatement.  At
this time, the company is not able to predict when it will
complete the restatement and file the 2007 Form 10-K.

W Holding Company, Inc. (NYSE: WHI) -- http://www.wholding.com.
-- is the financial holding company for Westernbank Puerto Rico,
the second-largest commercial bank in Puerto Rico, based on
total assets, operating through 56 full-fledged branches,
including 20 Expresso of Westernbank branches), including 33 in
the southwestern region of Puerto Rico, 7 in the northeastern
region, 14 in the San Juan Metropolitan area and 2 in the
eastern region of Puerto Rico, and a fully functional banking
site on the Internet.  W Holding also owns Westernbank Insurance
Corp., a general insurance agent placing property, casualty,
life and disability insurance, whose results of operations and
financial condition are reported on a consolidated basis.

                         *      *      *

As reported in the Troubled Company Reporter-Latin America on
April 11, 2006, W Holding Company, Inc. received on
April 5, 2006, a notice from The Nasdaq Stock Market indicating
that the company's Series B, C, D, E, F, G and H preferred
securities are subject to potential delisting from The Nasdaq
Stock Market as a result of company's inability to file its
Annual Report on Form 10-K for the fiscal year ended
Dec. 31, 2005, on time, as required under Marketplace Rule
4310(c)(14).



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

CHRYSLER LLC: Outsources IT Management Department
-------------------------------------------------
Chrysler LLC completed its multi-year contracts with India-based
Tata Consultancy Services and Virginia-based Computer Sciences
Corp. to outsource some of its information technology
management, maintenance, and support, Reuters reports citing
company spokesman Kevin Frazier.

According to Reuters, the move will displace 20% of the 1,000
ITM  staff, beginning May and completing in the third quarter,
Mr. Frazier disclosed.

The job cuts are part of the automaker's three-year Recovery and
Transformation Plan, which will pursue and implement business
strategies critical to the success of The New Chrysler, Reuters
relates.

Based in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 12, 2007, Standard & Poor's Ratings Services affirmed its
'B' corporate credit rating on Chrysler LLC and DaimlerChrysler
Financial Services Americas LLC and removed it from CreditWatch
with positive implications, where it was placed Sept. 26, 2007.  
S&P said the outlook is negative.


CHRYSLER LLC: Plastech Can Get Funding from Lender Consortium
-------------------------------------------------------------
Crain's Detroit Business and The Detroit Free Press report that
the Honorable Phillip Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan has granted Plastech Engineered
Products, Inc., and its debtor-affiliates authorization to:

   i) transfer the DIP facility to a new lender selected and
      formed by their Debtors' major customers General Motors
      Corporation, Ford Motor Company, Johnson Controls Inc.;
      and

  ii) continue to draw under the interim facility provided
      provide for a continuation of the interim postpetition
      facility provided by Bank of America, N.A., pending the
      transfer.

A draft amendment, dated March 31, 2008, to the Postpetition
Loan and Security Agreement signed by Plastech and Bank of
America provides that the maturity date of the revolving credit
facility will be extended to April 30, 2008, and the maximum
amount available under the facility will be raised to
US$51,500,000 equal to:

   -- US$44,703,000, plus

   -- additional amounts delivered by the major customers.

A full-text copy of the proposed Fifth Amendment to the DIP
Agreement is available for free at:

               http://researcharchives.com/t/s?2a08

Crain's Detroit Business said Judge Shefferly approved the
transfer of post-April 30 financing responsibilities to
Plastech's major customers -- GM, Ford, Johnson Controls and
possibly Chrysler.  Details of the agreement remain subject to
further negotiation and final judicial approval, according to
the report.

According to the Detroit Free Press, bankruptcy experts say
Plastech's decision to obtain loans from its customers -- and
not banks or equity firms -- is an example of the alternatives
that reorganizing companies are turning to as more traditional
lenders tighten their lending and require more onerous terms for
bankruptcy loans.  The credit crunch has made it difficult for
firms in bankruptcy to find loans to exit court protection,
leading to longer stays and greater need for financing while
under Chapter 11, it added.

The Final DIP Facility is scheduled for hearing on
April 30, 2008.

The Debtors have filed a budget for the period from
March 24, 2008 to May 4, 2008.  A copy of the budget is
available for free:

               http://researcharchives.com/t/s?2a09

                 Parties Consent to New Funding

Key parties-in-interest, including some objections, in the
Chapter 11 cases have signed a statement of consent to an
interim order allowing the Debtors' entry into a DIP facility
sponsored by the Debtors' major customers.  The parties who
signed the document, which was posted in the Court's docket on
April 3, 2008, include:

   -- The Steering Committee of First Lien Term Loan Lenders;

   -- Bank of America

   -- Goldman Sachs Credit Partners L.P., as Pre-Petition First
      Lien Term Agent;

   -- The Official Committee of Unsecured Creditors;

   -- Asahi Kasei;

   -- M&I Equipment Finance Company;

   -- Wells Fargo Equipment Finance, Inc. and The Huntingdon
      National Bank;

   -- RBS Asset Finance, Inc.;

   -- Johnson Controls, Inc.;

   -- Chrysler, LLC, Chrysler Motors Counsel to General Motors
      Corporation LLC and Chrysler Canada Inc.;

   -- Ford Motor Company; and

   -- U.S. Bancorp Equipment Finance, Inc.

Under the proposed transactions, the New DIP Lender will
purchase the BofA Facility and provide the Debtors with
additional funding pursuant to an US$80,000,000 DIP Financing.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc.
-- http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded
plastic products primarily for the automotive industry.  
Plastech's products include automotive interior trim, underhood
components, bumper and other exterior components, and cockpit
modules.  Plastech's major customers are General Motors, Ford
Motor Company, and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is
certified as a Minority Business Enterprise by the state of
Michigan.  Plastech maintains more than 35 manufacturing
facilities in the midwestern and southern United States.  The
company's products are sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The
Debtors chose Jones Day as their special corporate and
litigation counsel.  Lazard Freres & Co. LLC serves as the
Debtors' investment bankers, while Conway, MacKenzie & Dunleavy
provide financial advisory services.  The Debtors also employed
Donlin, Recano & Company as their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed
in the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling US$729,000,000 and total liabilities
of US$695,000,000.  (Plastech Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                       About General Motors

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

                    About Ford Motor Company

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

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

                        About Chrysler LLC

Based in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 12, 2007, Standard & Poor's Ratings Services affirmed its
'B' corporate credit rating on Chrysler LLC and DaimlerChrysler
Financial Services Americas LLC and removed it from CreditWatch
with positive implications, where it was placed Sept. 26, 2007.  
S&P said the outlook is negative.


HARVEST NATURAL: CEO To Present at Louisiana Energy Conference
--------------------------------------------------------------
Harvest Natural Resources, Inc. President and Chief Executive
Officer, James A. Edmiston will present at the Howard Weil
Energy Conference, New Orleans in Louisiana at 9:30 a.m. E.D.T
today.

A copy of the presentation will be available on the company's
Web site at http://www.harvestnr.com.

Harvest Natural Resources, Inc. (NYSE: HNR) --
http://www.harvestnr.com/--  is an independent energy company     
engaged in the acquisition, exploration, development, production
and disposition of oil and natural gas properties.  The company
has acquired and developed significant interests in the
Venezuela, Russia and has also undeveloped acreage offshore of
China.  The company's only producing assets are in Venezuela.  
Its subsidiary, Harvest Vinccler S.C.A. has been providing
operating services to Petroleos de Venezuela SA (PDVSA).

                        *     *     *

As reported in December 2007, Harvest Natural Resources said in
a statement that it incurred a US$6.5 million loss in the first
quarter 2007, and a net loss of US$62.5 million as of Dec. 31,
2006.


Moody's Investors Service Upgraded the company's senior implied
rating to Caa1 from Caa2 in September 2004.  The rating still
hold to date.


INTERPUBLIC GROUP: Fitch Lifts ID Rating to BB+ from BB-
--------------------------------------------------------
Fitch Ratings has upgraded Interpublic Group of Companies'
Issuer
Default Rating to 'BB+' from 'BB-'.  Approximately US$2.1
billion in total debt and US$525 million in preferred stock as
of Dec. 31, 2007 is affected.  The Rating Outlook is Positive.

IPG's ratings are upgraded as:

  -- IDR to 'BB+' from 'BB-';

  -- Enhanced Liquidity Facility to 'BB+' from 'BB-';

  -- Senior unsecured notes (including convertibles) to 'BB+'
     from 'BB-';

  -- Cumulative convertible perpetual preferred stock to 'BB-'
     from 'B'.

The rating actions and Outlook reflect the meaningful progress
IPG has made in executing its turnaround.  Key considerations
included:

  -- Fitch believes the main issues that led to the dramatic
     downgrades in prior years are now behind the company.  The
     company achieved Sarbanes-Oxley compliance with the filing
     of its Form 10-K in March 2008.

  -- With the key event risk overhangs eliminated or minimized,
     Fitch is able to appropriately reflect IPG's dramatic
     business and financial risk improvements in the rating.  
     Net new business wins were over US$1 billion in 2007 and
     spending among existing clients has been healthy.  There is
     meaningful operating leverage in the business as modest
     increases in revenue and slight reductions in costs can
     drive significant profitability improvements.  Operating
     EBITDA for 2007 of US$627 million is up over 200% since
     2005 (when operating EBITDA was around US$200 million) and
     Fitch believes that even with some slow down in client
     spending that 2008 operating EBITDA could be up as much as
     300% over 2005 levels.

  -- Success at weathering the impact of financial reporting
     related issues and client losses emphasizes the industry's
     positive fundamentals.  With all of IPG's issues and high-
     profile client departures, organic revenue has only been
     negative one time out of the past eight quarters.  
     Significant recurring revenues and expanded client spending
     mean that ad agencies can grow organically even without
     major net new business wins.  The ad agency business is
     very scaleable, and is benefiting from positive secular
     trends related to the fragmenting media landscape.  There
     are a limited number of legitimate competitors for the
     business of major clients and competition is based on
     quality and service differentiation rather than price.  
     There is significant diversification by client, industry,
     geography and by discipline, which also contribute to the
     stability of the industry.

  -- With IPG's rapid pace of improvement and Fitch's
     expectations for 2008 and 2009 performance, it is Fitch's
     view that the business risk profile and credit metrics
     could begin to reflect investment grade characteristics in     
     late 2009 or 2010.  Fitch believes management has the
     willingness, ability and incentive to achieve investment
     grade ratings.  Fitch notes that the company's major peers     
     have investment grade ratings.

Concerns continue to reflect operational issues at its Lowe
division and within its media operations.  Also, while the
company has only utilized credit facility capacity for letters
of credit over the past several years, the company's Enhanced
Liquidity Facility expires in mid-2009 and Fitch would expect
the company to establish a facility for backup liquidity before
that expiration.  The rating also incorporates the risk that the
resolution of the pending SEC investigation could potentially
result in a modest cash outflow.

Also, while advertising is a cyclical industry, Fitch recognizes
that IPG and its ad holding-company peers have reduced exposure
to U.S. advertising cycles as they have diversified into
international markets and marketing services businesses that are
less volatile.  Fitch notes the ad agency business is much less
cyclical on both the top and bottom line than other media sub-
segments that have much less recurring revenue and significantly
more fixed costs.

The company's efforts at turning the business around have
continued to gain traction in the market.  Organic revenue was
slightly positive in 2006 and was up almost 4% in 2007
reflecting expanded spending among the existing clients and new
client wins.   Notable recent wins in the past two years include
Wal-Mart, Kmart, Verizon, Chili's, Hewlett Packard, Bank of
America Wealth Management, General Motors, Sony, Hyundai, and
Time Warner Cable.

In addition to revenue growth, material reductions in
professional fees, other cost containment actions, and operating
leverage from better staff utilization have made a significant
positive impact on financial performance.  EBITDA was up more
than 50% in 2007 compared to 2006.  Accordingly, operating
EBITDA margins have expanded more than 300 basis points in 2007
year over year to 9.6% and over 600 basis points since 2005.  
Fitch believes that IPG should be able to continue to make
meaningful progress in 2008 toward more normalized industry
levels.  While its 2008 goals of organic growth in the mid-
single digits and operating margin above 8.5% could be
attainable, Fitch is satisfied with the trajectory of progress
even without meeting these goals.  Fitch recognize that there
could be some slowdown in client spending in the current
economic environment and that taking on low-margin business or
cutting staff costs imprudently to meet growth or margin targets
may not be best for the longer term health of the company.

From 2005 to 2007, total gross debt to operating EBITDA improved
dramatically from 12.4 times to 4x.  Adjusted leverage improved
from 6.9x to 4.1x.  Fitch expects credit ratios to continue to
improve in 2008 on relatively flat debt levels as potential
revenue gains, moderate reductions in professional fees, and the
modest impact of operating leverage should positively affect
EBITDA and free cash flow.

In addition to approximately US$120 million in free cash flow,
IPG's liquidity position is supported by the US$2 billion in
cash and equivalents the company has maintained on its balance
sheet during its turnaround.  Net of US$223 million in letters
of credit, the company had approximately US$527 million
available under its US$750 million ELF as of Dec. 31, 2007.  
Near-term maturities include US$250 million notes and the ELF
facility, which mature in 2009.  Also, in 2010 its US$250
million floating-rate notes mature.  Most recently, the holders
of the company's US$200 million 4.5% convertible notes had the
option to put the bond to the company.  Approximately US$190
million of the bond was exercised for redemption.

Management has reiterated its intention to maintain significant
liquidity through its operational turnaround.  The rating
incorporates the possibility that as the business reaches more
normalized levels in 2009 and 2010 that the company could return
cash to shareholders by potential reducing its cash balance.  
Fitch notes that under more normalized conditions, prior to its
financial reporting and operational issues, it typically
retained between US$500 million and US$1 billion in cash on
hand.  Fitch also anticipates that the company will periodically
tap its liquidity to make smaller strategic acquisitions but
believes this activity will be executed prudently without
negatively impacting the rating.

Including the exchange notes described above, the capital
structure includes approximately US$600 million convertible
senior notes (post the US$190 million redemption of the 4.5%
note).  Fitch assigns these securities to class A (100% debt, no
equity) as defined under Fitch's hybrid securities guidelines.  
Per Fitch's guidelines, these units are not considered
mandatorily convertible units, and the underlying notes rank as
senior notes.  The capital structure also includes US$525
million series B cumulative convertible perpetual preferred
stock which Fitch has assigned class D (25% debt/75% equity)
given its perpetual nature, deferability features and the loss
absorption benefits that result due to this security's ranking
in the capital structure.

New York-based, Interpublic Group of Companies Inc. (NYSE: IPG)
-- http://www.interpublic.com/-- is one of the world's leading   
organizations of advertising agencies and marketing services
companies.  Major global brands include Draftfcb, FutureBrand,
GolinHarris International, Initiative, Jack Morton Worldwide,
Lowe Worldwide, MAGNA Global, McCann Erickson, Momentum, MRM
Worldwide, Octagon, Universal McCann and Weber Shandwick.  
Leading domestic brands include Campbell-Ewald, Carmichael
Lynch, Deutsch, Hill Holliday, Mullen, The Martin Agency and
R/GA.

The company has operations in Argentina, Brazil, Barbados,
Belize, Chile, Colombia, Costa Rica, Dominican Republic,
Ecuador, El Salvador, Guatemala, Honduras, Jamaica, Mexico,
Nicaragua, Panama, Paraguay, Puerto Rico, Peru, Uruguay and
Venezuela.


PETROLEOS DE VENEZUELA: Will Explore Oil & NatGas with ONGC
-----------------------------------------------------------
Petroleos de Venezuela SA has collaborated with ONGC Videsh Ltd.  
to explore and produce oil and natural gas in Eastern Venezuela,
the Associated Press reports.

As reported in the Troubled Company Reporter-Latin America on
April 8, 2008, ONGC Videsh was planning a joint venture with
Petroleos de Venezuela for the operation of the San Cristobal
oil block, which may hold 250 million metric tons in reserves.  

Venezuelan Oil Minister Rafael Ramirez told the AP that
Petroleos de Venezuela will hold a 60% stake in Petrolera
IndoVenezolana, its joint venture with ONGC Videsh, while ONGC
Videsh will hold the remaining 40%.

ONGC Videsh will invest some US$450 million in the project, the
AP says, citing Minister Ramirez.

The report says that with production at Petrolera IndoVenezolana
expected to begin within three years, Petroleos de Venezuela
expects the project to yield 232 million barrels of crude from
the San Cristobal oil field over the next 25 years.  Production
will begin within three years.

Minister Ramirez told the AP that the accord with ONGC Videsh is
"a first step" toward more energy cooperation between Venezuela
and India.

Venezuela wants to ship 150,000 barrels of heavy crude per day
to India, the AP notes, citing Minister Ramirez.

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.


                            ***********


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

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
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Maryland USA.  Marie Therese V. Profetana, Sheryl Joy P. Olano,
Rizande de los Santos, and Pamella Ritah K. Jala, Editors.

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

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