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        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 17, 2008, Vol. 9, No. 76

                            Headlines


A R G E N T I N A

ALEON SRL: Trustee to File Individual Reports on June 13
AMERICAN SOFT: Proofs of Claim Verification Deadline is April 30
BRASKEM SA: Won't Deploy Plant in Argentina Due to Lack of Gas
DELTA AIR: Northwest Pilots and Machinist Oppose Merger
DELTA AIR: Reaches US$17.7BB All-Stock Merger Pact w/ Northwest

DESARROLLO DE ACUERDOS: Trustee to Verify Claims by May 26
EDILTEL SRL: Proofs of Claim Verification is Until June 9
GLOBAL CROSSING: To Hold Conference Call on GC Impsat 4Q Earning
LIDJI SA: Files for Reorganization in Buenos Aires Court
PACKAGING PAPER: Proofs of Claim Verification is Until June 2

PESQUERA DIEGO: Buenos Aires Court Concludes Reorganization
PRICELINE.COM INC: Good Performance Prompts S&P to Lift Ratings
ROCCO VALENTI: Files for Reorganization in Court
SMURFIT KAPPA: Fitch Puts Long-Term Issuer Default Rating at BB
TRIOLA SRL: Proofs of Claim Verification Deadline is July 2

VALBAMAR SRL: Neuquen Court Concludes Reorganization


B A H A M A S

GLOBAL ENVIRONMENTAL: Gets License to Process Waste in Russia


B E R M U D A

SEA CONTAINERS: Court OKs Navigant as Pension Advisors
SEA CONTAINERS: Panel Obtains International Judicial Assistance


B R A Z I L

ALERIS INTERNATIONAL: Moody's Revises Outlook to Negative
AMERICAN AIRLINES: Fitch Retains Issuer Default Rating at B-
ASPEN TECH: Earns US$45.5 Million in Fiscal Year Ended June 30
BANCO BBM: Decreases Stake in Banco Cruzeiro
BANCO CRUZEIRO: Banco BBM Decreases Stake in Bank

BANCO NACIONAL: Approves BRL517 Million Loan for Acre Project
BANCO NACIONAL: L. Coutinho Opens BRL300 Mln Warehousing Program
BEAR STEARNS: JPMorgan Buys 3.9 Million Shares for US$33.1 Mln.
TELE NORTE: Launches First Quad Play Service in Belo Horizonte
UNIAO DE BANCOS: May Expand IFC Credit Line by US$25 Million


C A Y M A N  I S L A N D S

APEX ASIA: Will Hold Final Shareholders Meeting Tomorrow
ASC CENTRAL: Sets Final Shareholders Meeting for April 18
ASIAVEST PARTNERS: Proofs of Claim Filing Deadline is April 18
AVALON RE: Fitch Downgrades Class C Variable Notes Rating to C
GLOBAL CHALLENGE: Proofs of Claim Filing Deadline is April 18

HONEYWELL INDUSTRIAL: Proofs of Claim Filing is Until April 18
MARATHON POWER: Will Hold Final Shareholders Meeting Tomorrow
MARATHON POWER NICARAGUA: Final Shareholders Meeting on April 18
QATARGAS DOWNSTREAM: Final Shareholders Meeting is on April 18
QATARGAS DOWNSTREAM: Proofs of Claim Filing is Until April 18

QATARGAS UPSTREAM: Proofs of Claim Filing Deadline is April 18
QATARGAS UPSTREAM: Sets Final Shareholders Meeting for April 18
REFCO DIVERSIFIED: Final Shareholders Meeting is on April 18
SALAMANCA SA: Proofs of Claim Filing Deadline is April 18
SHIODOMETOWER FUNDING: Final Shareholders Meeting is on April 18

SKK HOLDING: Will Hold Final Shareholders Meeting Tomorrow
SPRINGFLEET INTERNATIONAL: Claims Filing Deadline is April 18
THE DRAKE GLOBAL: Sets Final Shareholders Meeting for April 18
UC PARTNERS: Sets Final Shareholders Meeting for April 18
VERITAS HIGH: Will Hold Final Shareholders Meeting Tomorrow

WESTWAYS FUNDING: Sets Final Shareholders Meeting for April 18
WESTWAYS FUNDING X: Final Shareholders Meeting is on April 18


C O L O M B I A

DIRECTV GROUP: Launches Triple Play Services with Emcali
POLYONE CORPORATION: Selling US$80-Mln Sr. Notes at 99.75% Par
POLYONE CORP: S&P Holds B+ Rating on US$80 Million Notes


D O M I N I C A N   R E P U B L I C

BANCO DOMINICANO: Court Rejects Motion to Acquit Pedro Castillo
TRICOM SA: Banco Multiple Leon Wants Bankruptcy Plan Revised


E L  S A L V A D O R

* EL SALVADOR: Fitch Issues Annual Review & Outlook for Banks


J A M A I C A

CASH PLUS: Carlos Hill to Appear in Court for Fraud Charges


M E X I C O

AMERICAN AXLE: Mexico Axle Plant Supplies Auto Parts to GM
ATSI COMMS: Accounts Receivable Financing Increased to US$5 Mil.
BALLY TOTAL: Discloses Plan Distribution for Former Stockholders
BERRY PLASTICS: S&P Rates US$530.6 Million Senior Notes at BB-
BLOCKBUSTER INC: Circuit City Bid Won't Affect S&P's Ratings Now

DIOMED HOLDINGS: To Pay Hercules US$6MM from Settlement Proceeds
FRONTIER AIRLINES: Files Voluntary Chapter 11 Protection in NY
FRONTIER AIRLINES: Case Summary & 60 Largest Unsecured Creditors
FRONTIER AIRLINES: Obtains Court Approval on First Day Motions
FRONTIER AIRLINES: Bankruptcy Filing Cues Securities Delisting

GENERAL MOTORS: Reopens Two Plants Supplied by Axle in Mexico
MOVIE GALLERY: Files Additional Supplements to 2nd Amended Plan
MOVIE GALLERY: Assumes More Leases to Appease Landlords
MOVIE GALLERY: Rejects 320+ Leases Including Hollywood Stores
REMY WORLDWIDE: Court Sets Hearing to Close Case on April 23


P A N A M A

CABLE & WIRELESS: Non-Dominance Request Cues OUR Market Study


P U E R T O  R I C O

DORAL FINANCIAL: R. Quinlan Hired as Director; O. Uziel Resigns


V E N E Z U E L A

HARVEST NATURAL: Taps Patrick Oenbring as VP-Western Operations
NORTHWEST AIRLINES: Reaches US$17.7BB All-Stock Pact with Delta
NORTHWEST AIRLINES: Pilots and Machinist Oppose Delta Merger
PETROLEOS DE VENEZUELA: President Promises 2 More Blocks to ONGC
REVLON INC: Posts Preliminary Results For the 2008 First Quarter

REVLON INC: Receives Requisite Approvals For Reverse Stock Split


X X X X X X

* S&P Issues Sovereign Credit Report on LatAm & Emerging Markets


                         - - - - -


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

ALEON SRL: Trustee to File Individual Reports on June 13
--------------------------------------------------------
Jorge Osvaldo Stanislavsky, the court-appointed trustee for
Aleon SRL's bankruptcy proceeding as individual reports in the
National Commercial Court of First Instance in Buenos Aires on
June 13, 2008.

Mr. Stanislavsky will be verifying creditors' proofs of claim
until May 2, 2008.  He will file a general report containing an
audit of Aleon's accounting and banking records in court on
Aug. 12, 2008.

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

The debtor can be reached at:

           Aleon SRL
           Moreno 1175
           Buenos Aires, Argentina

The trustee can be reached at:

           Jose Stanislavsky
           Talcahuano 768
           Buenos Aires, Argentina


AMERICAN SOFT: Proofs of Claim Verification Deadline is April 30
----------------------------------------------------------------
Bilenca, Ghiglione y Sabor, Contadores Publicos -- the court-
appointed trustee for American Soft S.A.'s bankruptcy
proceeding, will be verifying creditors' proofs of claim until
April 30, 2008.

Bilenca, Ghiglione y Sabor will present the validated claims in
court as individual reports on June 12, 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 American Soft 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 American Soft's
accounting and banking records will be submitted in court on
Aug. 11, 2008.

Bilenca, Ghiglione y Sabor is also in charge of administering
American Soft's assets under court supervision and will take
part in their disposal to the extent established by law.

The trustee can be reached at:

           Bilenca, Ghiglione y Sabor, Contadores Publicos
           Lavalle 1675
           Buenos Aires, Argentina


BRASKEM SA: Won't Deploy Plant in Argentina Due to Lack of Gas
--------------------------------------------------------------
Braskem SA's President Jose Carlos Grubisich told Buenos Aires
news daily La Nacion that the company is not interested in
installing a plant in Argentina due to insufficient natural gas
in that country.

Mr. Grubisich told Business News Americas that plants in
Argentina are using all the natural gas in the country.

Mr. Grubisich commented to BNamericas, "We look for
opportunities, but there isn't sufficient feedstock available
for new petrochemical projects to be started up in Argentina.  
For now, we're making different gambles.  We invested in our
local distributors so they can better ensure the supply of
products and technical assistance."

La Nacion notes that Braskem won't invest in an Argentine plant
even if the gas scarcity issue in the nation is resolved.
"I don't think there's a strong investment cycle in oil and gas
production in Argentina," Mr. Grubisich told La Nacion.

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.


DELTA AIR: Northwest Pilots and Machinist Oppose Merger
-------------------------------------------------------
The merger agreement between Northwest Airlines Corporation and
Delta Air Lines Inc. is disadvantageous to NWA pilots, Dave
Stevens, chairman of the Northwest chapter of the Air Line
Pilots Association, said in an e-mailed statement, reports
Bloomberg.  Mr. Stevens said pilot leaders at Northwest "will
use all resources available" to aggressively oppose the merger.

The International Association of Machinists and Aerospace
Workers' (IAM) General Vice President Robert Roach, Jr., on
April 14, 2008, issued this statement in response to the
proposed merger between Northwest Airlines and Delta Air Lines:

"Airline industry consolidation will come at tremendous public
expense.  The Machinists Union's Merger Committee has examined
the Northwest-Delta merger proposal, and we firmly believe this
merger is not in the best interest of passengers, employees or
the communities these airlines currently serve.

Northwest and Delta have both lobbied Congress for pension  
relief.  Both have also frozen their underfunded pension plans.
If this ill-advised mega venture fails, the liability for these
plans will fall on the Pension Benefit Guaranty Corporation, and
ultimately the American taxpayer.

We will do everything legally possible to oppose any merger that
threatens our members' jobs, labor contracts, pensions,
seniority, and their right to union representation."

Northwest's IAM members are the only employees at either airline
that still have an active, secure defined benefit pension
plan, the IAM National Pension Plan.  The IAM represents 12,500
Northwest Airlines Ramp Service Employees, Stores Clerks,
Customer Service Agents, Reservation Agents, Flight Simulator
Technicians and Plant Protection employees.  The Machinists
Union is currently organizing Delta Air Lines' Ramp Service,
Customer Service, Reservation and Maintenance employees.

The Machinists Union is the largest Airline and Rail Union in
North America, representing more than 170,000 Flight Attendants,
Customer Service Agents, Reservation Agents, Ramp Service
Personnel, Mechanics, Railroad Machinists and related
transportation industry workers.  Additional information about
the Machinists Union is available at
http://www.goiam.org/transportation/

                     MAC Chairman's Statement

In response to the announcement of a proposed merger
between Northwest and Delta Airlines, Metropolitan Airports
Commission Chairman Jack Lanners, said on April 15, 2008, that:
"Northwest Airlines has been a Minnesota institution for
more than 80 years, contributing greatly to the growth in air
service at Minneapolis-St. Paul International Airport and to the
region's economic vitality.

"In 1992 and again in 2007, Northwest Airlines made legally
binding commitments to the Metropolitan Airports Commission to
keep the airline's hub and headquarters, or that of its
successor, here.  In the days and weeks ahead, we will work to
the best of our ability to leverage those commitments and to
protect air service and jobs in Minnesota.

"I am confident Minneapolis-St. Paul International Airport
will remain a major hub for the consolidated airline.  We look
forward to working with Richard Anderson and Doug Steenland to
explore opportunities for continued growth in air service to the
Twin Cities and jobs in Minnesota."

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and US$17.9 billion in total
debts.  On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on March 26, 2007.  
On May 21, 2007, the Court confirmed the Debtors' Plan.  The
Plan took effect May 31, 2007.  (Northwest Airlines Bankruptcy
News, Issue No. 91; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services raised its ratings on
Northwest Airlines Corp. and its Northwest Airlines Inc.
subsidiary, including raising the long-term corporate credit
ratings on both entities to 'B+' from 'D', following their
emergence from Chapter 11 bankruptcy proceedings.  S&P said the
rating outlook is stable.

In addition, S&P assigned a 'BB-' bank loan rating, one notch
above the corporate credit rating, with a '1' recovery rating,
to Northwest Airlines Inc.'s $1.225 billion bankruptcy exit
financing, based on S&P's expectation of a full recovery of
principal in the event of a second Northwest bankruptcy.   That
bank facility converted from a debtor-in-possession credit
facility; S&P withdrew the 'BBB-' rating on the DIP facility.

                          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. 95; 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.


DELTA AIR: Reaches US$17.7BB All-Stock Merger Pact w/ Northwest
---------------------------------------------------------------
Delta Air Lines Inc. and Northwest Airlines Corporation reached
an agreement on April 14, 2008, in which the two carriers will
combine in an all-stock transaction with a combined enterprise
value of US$17,700,000,000.

Delta agreed to buy Northwest in a US$3.63 billion stock deal
that would create the world's largest carrier, according to
Bloomberg News.

The new airline, which will be called Delta, will provide
employees with greater job security, an equity stake in the
combined airline, and a more stable platform for future growth
in the face of significant economic pressures from rising fuel
costs and intense competition, the carriers said in a statement.  
Small communities throughout the United States will enjoy
enhanced access to more destinations worldwide.  According to
the news statement, customers also will benefit from the
combined carriers' complementary route networks, which together
will offer people greater choice, competitive fares and a
superior travel experience to more cities than any other
airline.  In addition, combining Delta and Northwest will create
a global U.S. flag carrier strongly positioned to compete with
foreign airlines that are continuing to increase service to the
United States.

Delta CEO Richard Anderson will be chief executive officer of
the combined company.  Delta Chairman of the Board Daniel Carp
will become chairman of the new Board of Directors and Northwest
Chairman Roy Bostock will become vice chairman.  Ed Bastian will
be president and chief financial officer.  

The Board of Directors will be made up of 13 members, seven of
whom will come from Delta's board, including Anderson, and five
of whom will come from Northwest's board, including Mr. Bostock
and Doug Steenland, the current Northwest CEO.  One director
will come from the Air Line Pilots Association.

Delta will have executive offices in Atlanta, Minneapolis/St.
Paul and New York, and international executive offices in
Amsterdam, Paris and Tokyo.  The company's world headquarters
will be in Atlanta.  Delta is committed to retaining significant
jobs, operations and facilities in Minnesota.

Combined, the company and its regional partners will provide
access to more than 390 destinations in 67 countries.  Delta and
Northwest, together, will have more than US$35,000,000,000 in
aggregate annual revenues, operate a mainline fleet of nearly
800 aircraft and employ approximately 75,000 people worldwide.

In an industry where the U.S. network carriers have shed more
than 150,000 jobs and lost more than US$29 billion since 2001,
the combination of Delta and Northwest creates a company with a
more resilient business model that is better able to withstand
volatile fuel prices than either can on a standalone basis.  
Merging Delta and Northwest is the most effective way to offset
higher fuel prices and improve efficiencies, increase
international presence and fund long-term investment in the
business.

The transaction is expected to generate more than US$1,000,000
in annual revenue and cost synergies from more effective
aircraft utilization, a more comprehensive and diversified route
system and cost synergies from reduced overhead and improved
operational efficiency.  The company expects to incur one-time
cash costs to not exceed US$1,000,000,000 to integrate the two
airlines.  The combined company will have a stronger, more
durable financial base and one of the strongest balance sheets
in the industry, with expected liquidity of nearly
US$7,000,000,000 at closing.

Under the terms of the transaction, Northwest shareholders will
receive 1.25 Delta shares for each Northwest share they own.  
This exchange ratio represents a premium to Northwest
shareholders of 16.8% based on April 14 closing prices.  The
transaction is expected to be accretive to current Delta
shareholders in year one excluding one-time costs.  The merger
is subject to the approval of Delta and Northwest shareholders
and regulatory approvals.  It is expected that the regulatory
review period will be completed later this year.

Richard Anderson, Delta CEO, stated: "We said we would only
enter into a consolidation transaction if it was right for all
of our constituencies; Delta and Northwest are a perfect fit.  
Today, we're announcing a transaction that is about addition,
not subtraction, and combines end-to-end networks that open a
world of opportunities for our customers and employees.  We
believe by partnering with our employees, including providing
equity to U.S.-based employees of Delta and Northwest, this
combination is off to the right start.  Together, we are
creating America's leading airline -- an airline that is
financially secure, able to invest in our employees and our
customers, and built to thrive in an increasingly competitive
marketplace."

Doug Steenland, Northwest CEO, said: "Today's announcement is
exciting for Northwest and its employees.  The new carrier will
offer superior route diversity across the U.S., Latin America,
Europe and Asia and will be better able to overcome the
industry's boom-and-bust cycles.  The airline will also be
better able to match the right planes with the right routes,
making transportation more efficient across our entire network.
In short, combining the Northwest and Delta networks will allow
the strengthened airline to realize its full global potential
and invest in its future."

    Customers, Communities to Benefit from Expanded Global        
   Route System, More Competitive, Financially Secure Airline

The Delta and Northwest merger will offer customers and
communities direct service between the United States and the
world's major business centers.  Specific benefits include:

     * Customers will be able to fly to more destinations, have
       more schedule options and more opportunities to earn and
       redeem frequent flyer miles in what will become the
       world's largest frequent flyer program.

     * The merged airline will maintain all hubs at Atlanta,
       Cincinnati, Detroit, Memphis, Minneapolis/St. Paul,
       New York-JFK, Salt Lake City, Amsterdam and Tokyo-Narita
       --  each of which will benefit from improved global
       connectivity.

     * Delta customers will benefit from Northwest's extensive
       service to Asian markets and Northwest's customers will
       have access to Delta's strengths across the Caribbean,
       Latin America, Europe, the Middle East and Africa.

     * Both airlines' customers will benefit from a strengthened
       SkyTeam alliance that more closely aligns the combined
       airline with its respective trans-Atlantic partners Air
       France and KLM.

Customers also will benefit from the combined carrier's
financial stability.  The merger creates one of the strongest
balance sheets among major U.S. airlines, permitting the
combined airline to invest in its fleet and services to enhance
the customer experience.  For instance:

     * The combination will accelerate the upgrading of existing
       international aircraft with lie-flat seats and personal
       on-demand entertainment.

     * The combined company will have the opportunity to
       exercise options for delivery of up to 20 widebody jets
       between 2010 and 2013 to provide more international
       service than ever before.

     * The combined company also will be able to improve
       customers' travel experience through new products and
       services, including enhanced self-service tools, better
       bag-tracking technology, new seats and refurbished cabin
       interiors.

         No Hub Closures; Improved International Access
                 to Benefit Small Communities

This combination will expand Delta's international and domestic
reach, and there will be no reductions in the number of hubs.  
In addition, building on both airlines' proud, decades-long
history of serving small communities, Delta will improve
worldwide connections to small towns and cities across the U.S.,
enhancing their access to the global marketplace.  Following the
merger, Delta will serve more than 140 small communities in the
United States -- more than any other airline.

"Delta and Northwest are an excellent strategic fit, with
complementary and geographically distinct route systems," said
Edward Bastian, Delta president and chief financial officer.

"Together, we will have a more robust platform for profitable
international growth. Combining both carriers' international and
domestic strengths, with our worldwide SkyTeam partners, we are
well positioned to lead the industry and deliver value to our
shareholders."

         Merger Helps Offset Record Oil Prices, Creates
  Stronger Global Airline to Compete in Open Skies environment

Record fuel prices have fundamentally changed the economics of
the airline industry.  Fuel is the highest single expense for
Delta and Northwest, significantly eroding the financial
benefits of restructuring and placing the airlines' new found
strength and stability at long-term risk.  At the beginning of
2007, oil prices were approximately US$55 a barrel.  Now, oil
prices have nearly doubled.  This dramatic run-up in the price
of oil makes the transaction even more compelling.

Internationally, the two carriers, along with their partners at
Air France and KLM, will have a broader global network similar
in scope and depth to what other foreign flag carriers already
possess – and a significant presence in key business centers,
with improved prospects for growing corporate business globally.
This presence is essential for U.S. network carriers due to Open
Skies agreements that have expanded aviation markets around the
world and have created a more competitive international
environment.

Merger combines Delta's strengths in the South, Mountain West,
Northeast, Europe and Latin America with Northwest's leading
positions in the Midwest, Canada and Asia; competition will be
preserved and enhanced as a result of complementary networks.

The Delta-Northwest combination will be pro-competitive.  There
is little overlap in the nonstop routes the two airlines serve,
with direct competitive service on only 12 of more than 1,000
nonstop city pair routes currently flown by both airlines. In
fact, the merger will create a stronger, more efficient global
competitor.  Discount carriers, which now carry one third of
domestic passengers, and other network airlines will remain
competitors in the airline's markets.

            Delta Pilot Leadership Reaches Agreement
                    on Post-Merger Contract

Delta also announced that it has reached agreement with the
company's pilot leadership to extend its existing collective
bargaining agreement through the end of 2012.  The agreement,
which is subject to pilot ratification, facilitates the
realization of the revenue synergies of the combined companies
once the transaction is completed.  It also provides the Delta
pilots a 3.5% equity stake in the new company and other
enhancements to their current contract.

Delta will use its best efforts to reach a combined Delta-
Northwest pilot agreement, including resolution of pilot
seniority integration, prior to the closing of the merger.

          Employees to be Provided Seniority Protection
                 and Equity In The New Airline

Frontline employees of both airlines will be provided seniority
protection through a fair and equitable seniority integration
process, as the airlines are combined.  In addition, U.S.-based
non-pilot employees of both companies will be provided a 4%  
equity stake in the new airline upon closing.  The company also
expects no involuntary furloughs of frontline employees as a
result of this transaction and the existing pension plans for
both companies' employees will be protected.  Additionally, all
Delta and Northwest employees will enjoy reciprocal pass
privileges on both airlines, beginning as soon as possible
during the regulatory review process.

"We are pleased that the people of Delta and Northwest will
participate directly in the growth and future success of the
combined company," Anderson said.  "Thanks to the hard work and
professionalism of the more than 75,000 Delta and Northwest
employees over the last few years, our new, combined company
will be positioned for a bright future as a leader in the global
airline industry."

          Integrated SkyTeam Frequent Flyer Programs
        and Partner Networks Enable Faster Integration;
            Existing Air France, KLM Joint Venture
                  Partnerships Strengthened

Delta and Northwest's complementary networks and common
membership in the SkyTeam alliance will ease the integration
risk that has complicated some airline mergers.  The carriers
participate in a joint SkyTeam frequent flyer program with
common customer lounges and airline partner networks.  In
addition, they share a common IT platform, which has already
been partially integrated through the existing alliance between
Delta and Northwest.  Further, the combination of Delta and
Northwest will enable an accelerated joint venture integration
with Air France/KLM, creating the industry's leading alliance
network.

Over the course of the regulatory process, a detailed
integration plan will be created by the transition committee
made up of leaders from both companies.  After closing of the
merger, the consolidation of overlapping corporate and
administrative functions will result in some job reductions or
company-paid transfers.  Involuntary reductions for management
and administrative employees will be minimized by normal
attrition.

                           Advisers

Financial advisers to Delta were Greenhill & Co. and Merrill
Lynch & Co. and legal advisers were Wachtell, Lipton, Rosen &
Katz and Hunton & Williams, LLP.  Financial advisers to
Northwest were Morgan Stanley and J.P. Morgan Securities and
legal advisers were Simpson Thacher & Bartlett LLP and O'Melveny
& Myers, LLP.

               Investor and Analyst Call Details

There will be a webcast for the investment community today,
April 15, at 9:00 a.m. EDT.  Participants will include Richard
Anderson, Delta's CEO; Doug Steenland, Northwest's President and
CEO; and Ed Bastian, Delta's President and CFO. webcast log-in
is available on:
       
   www.delta.com/about_delta/investor_relations/webcasts or

   http://ir.nwa.com

A replay of the webcast will be archived for 30 days.  Further
information is available in the investor relations section of
http://www.delta.com.

       Press Conference Details and Satellite Coordinates

Delta and Northwest will hold a joint press conference today,
April 15, at 10:30 a.m. EDT, at The Intercontinental, The
Barclay, New York, 111 East 48th St, New York, NY 10017.

Participants will include Richard Anderson, Delta's CEO; Doug
Steenland, Northwest's President and CEO; and Ed Bastian,
Delta's
President and CFO.

The press conference will be webcast LIVE over the internet at
http://www.newglobalairline.com. The replay of the webcast will  
be archived for 30 days.

                        Audio News Release

An audio news release will be available for download on
http://www.newglobalairline.com/

                           Photography

Photographs of both companies operations and management teams is
available on the news center section of
http://www.newglobalairline.com/

Further details regarding the combination can be found at
http://www.newglobalairline.com/

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and US$17.9 billion in total
debts.  On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on March 26, 2007.  
On May 21, 2007, the Court confirmed the Debtors' Plan.  The
Plan took effect May 31, 2007.  (Northwest Airlines Bankruptcy
News, Issue No. 91; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                          About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on
April 30, 2007.  The Court entered a final decree closing 17
cases on Sept. 26, 2007.  (Delta Air Lines Bankruptcy News,
Issue No. 95; 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.


DESARROLLO DE ACUERDOS: Trustee to Verify Claims by May 26
----------------------------------------------------------
Estudio Sadofschi y Urena, the court-appointed trustee for
Desarrollo de Acuerdos Comerciales S.A.'s reorganization
proceeding, will be verifying creditors' proofs of claim until
May 26, 2008.

Estudio Sadofschi will present the validated claims in court as  
individual reports.  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 Desarrollo
de Acuerdos 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 Desarrollo de
Acuerdos' accounting and banking records will be submitted in
court.

Infobae didn't state the submission dates for the reports.

The trustee can be reached at:

        Estudio Sadofschi y Urena
        Riobamba 496
        Buenos Aires, Argentina


EDILTEL SRL: Proofs of Claim Verification is Until June 9
---------------------------------------------------------
Maria Festugato, the court-appointed trustee for Ediltel SRL's
bankruptcy proceeding, will be verifying creditors' proofs of
claim until June 9, 2008.

Ms. Festugato 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. 22, 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 Ediltel 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 Ediltel's accounting
and banking records will be submitted in court.

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

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

The debtor can be reached at:

           Ediltel SRL
           Marcelo T. de Alvear 1261
           Buenos Aires, Argentina

The trustee can be reached at:

           Maria Festugato
           Lavalle 1667
           Buenos Aires, Argentina


GLOBAL CROSSING: To Hold Conference Call on GC Impsat 4Q Earning
----------------------------------------------------------------
Global Crossing Ltd. will conduct a conference call on April 18,
2008 at 9:00 a.m. EDT/10:00 a.m. Buenos Aires time.  Chief
Financial Officer Jean Mandeville and Latin America managing
director Hector Alonso, will discuss GC Impsat's financial
results for the fourth quarter and full year 2007.

The call may be accessed by dialing +1 212 231 2905.  Callers
are advised to dial in 15 minutes prior to the 9:00 a.m.
EDT/10:00 a.m. Buenos Aires start time.  The call will also be
Webcast at http://investors.globalcrossing.com/events.cfm.

A replay of the call will be available on April 18, 2008,
beginning at 11:00 a.m. EDT/12:00 p.m. Buenos Aires time and
will be accessible until April 25, 2008, at 11:00 a.m. EDT/12:00
p.m. Buenos Aires time.  To access the replay, callers should
dial +1 402 977 9140 or +1 800 633 8284 and enter reservation
number 21380586.

                       About GC Impsat

GC Impsat is a provider of private telecommunications network
and Internet services in Latin America, offering integrated
data, voice, data center and Internet solutions.  Its network
consists of owned fiber-optic and wireless links, teleports and
earth stations, and leased satellite links.  The company's
regional infrastructure also includes 15 metropolitan networks
and 15 world-class data centers located in the main business
centers of Latin America and has operations in Argentina,
Brazil, Chile, Colombia, Ecuador, Peru, Venezuela and the United
States.

                  About Global Crossing Ltd.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
(NASDAQ: GLBC) -- http://www.globalcrossing.com/-- provides  
telecommunication  services over the world's first integrated
global IP-based network.  Global Crossing serves many of the
world's largest corporations, providing a full range of managed
data and voice products and services.  The company filed for
chapter 11 protection on Jan. 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188).  When the Debtors filed for protection from their
creditors, they listed US$25,511,000,000 in total assets and
US$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003.

Global Crossing's Latin American business has operations in
Argentina, Brazil, Chile, Colombia, Ecuador, Panama, Peru,
Mexico, Venezuela and the United States (Florida).  It also has
operations in the United Kingdom.

                         *     *     *

At Sept. 30, 2007, Global Crossing Ltd.'s balance sheet showed
total assets of US$2.6 billion, total debts of US$2.7 billion
and a US$74 million stockholders' deficit.

As reported in the Troubled Company Reporter-Latin America on
Nov. 8, 2007, Global Crossing Ltd. said in a statement that its
net loss increased 75% to US$89 million in the third quarter
2007, compared to US$51 million in the third quarter 2006.


LIDJI SA: Files for Reorganization in Buenos Aires Court
--------------------------------------------------------
Lidji SA has requested for reorganization approval after failing
to pay its liabilities.

The reorganization petition, once approved by the court, will
allow Lidji 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 24 in Buenos Aires.  Clerk No. 47 assists the court
in this case.

The debtor can be reached at:

                     Lidji SA
                     Leandro N. Alem 1080
                     Buenos Aires, Argentina


PACKAGING PAPER: Proofs of Claim Verification is Until June 2
-------------------------------------------------------------
Ricardo Sukiassian, the court-appointed trustee for Packaging
Paper S.R.L.'s reorganization proceeding, will be verifying
creditors' proofs of claim until June 2, 2008.

Mr. Sukiassian will present the validated claims in court as  
individual reports.  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 Packaging
Paper 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 Packaging Paper's
accounting and banking records will be submitted in court.

Infobae didn't state the reports submission deadlines.

The debtor can be reached at:

          Packaging Paper SRL
          Uruguay 160
          Buenos Aires, Argentina

The trustee can be reached at:

          Ricardo Sukiassian
          San Martin 1009
          Buenos Aires, Argentina


PESQUERA DIEGO: Buenos Aires Court Concludes Reorganization
-----------------------------------------------------------
Pesquera Diego Primero 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.


PRICELINE.COM INC: Good Performance Prompts S&P to Lift Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Norwalk, Connecticut-based Priceline.com Inc., including the
corporate credit rating to 'BB-' from 'B+'.  At the same time,
S&P removed the ratings from CreditWatch with positive
implications, where they were placed on Dec. 17, 2007.  The
outlook is stable.
      
"The upgrade is based on continuing good operating performance
from a strong competitive position in Europe," said Standard &
Poor's credit analyst Andy Liu, "coupled with significant
improvement in the credit metrics."  While economic uncertainty
in the U.S. and Europe could dampen overall industry growth
somewhat, Standard & Poor's expects Priceline.com will continue
to gain market share and post good operating results.

Headquartered in Norwalk, Connecticut, Priceline.com
Incorporated (Nasdaq: PCLN) -- http://www.priceline.com/--   
operates priceline.com, a U.S. online travel service for value-
conscious leisure travelers, and Booking.com, an international
online hotel reservation service.

The company has acquired Agoda.com, an Asian online hotel
reservation service.  Agoda had hotel properties in in South
America, including Brazil, Chile, Argentina, Uruguay, Venezuela,
Peru, Colombia, Bolivia, Ecuador, Paraguay, French Guiana;  
Central America and the Caribbean, including Dominican Republic,
Jamaica, Bahamas, Costa Rica, Panama, Puerto Rico, Virgin
Islands (U.S.), Guadeloupe, Cayman Islands, Netherlands
Antilles, El Salvador and Trinidad & Tobago.


ROCCO VALENTI: Files for Reorganization in Court
------------------------------------------------
Rocco Valenti S.A. has requested for reorganization approval
after failing to pay its liabilities.

The reorganization petition, once approved by the court, will
allow Rocco Valenti 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:

                     Rocco Valenti S.A.
                     Andres Lamas 889
                     Buenos Aires, Argentina


SMURFIT KAPPA: Fitch Puts Long-Term Issuer Default Rating at BB
---------------------------------------------------------------
April 2008: Fitch Ratings has today upgraded UK-based Smurfit
Kappa Acquisitions' Long-term Issuer Default rating (IDR) to
'BB' from 'BB-' (BB minus) and affirmed SKA's senior secured
facilities at 'BB+'. It has also assigned a Long-term IDR of
'BB' to Smurfit Kappa Group plc, the ultimate holding company of
the group . The Outlooks on both IDRs are Stable.

At the same time, Fitch has also upgraded Smurfit Kappa
Funding's senior subordinated notes due 2015 to 'BB-' (BB minus)
from 'B+' and affirmed Smurfit Kappa Treasury Funding's
debenture notes due 2025 at 'BB+'.

"The upgrade reflects the group's improved debt measures and
financial flexibility, placing its leverage metrics at the 'BB'
rating level.  It also reflects the restructuring and synergy
benefits realised since FY06, enhancing SKG's cost position and
providing a moderate buffer against potential margin erosion in
the face of weakening market conditions," says Myriam Affri,
Director in Fitch's European Industrials team.

Savings realised in FY07 reached a run rate of EUR166m, ahead of
the group's original target of EUR160m for 2006-2009.  Despite
escalating fibre and energy costs, pre-exceptional EBITDA
increased EUR181m yoy to EUR1,064m in FY07 and EBITDA margin
rose to 14.6% from 12.7%.  Fitch acknowledges that market
conditions in 2008 are likely to become more challenging for
European containerboard producers, with signs of softening
demand, no relief from cost inflation and competitive pressures
from US producers.  In this context, the upgrade recognises
SKG's 'best-in-class' margins, management's pro-active approach
with regard to capacity adjustments in response to market
imbalances and Fitch's view that the group's improved efficiency
will enable it to maintain satisfactory margins and EBITDA
levels above those observed in the last down cycle.

Proceeds from SKG's successful IPO in March 2007 were used to
pre-pay EUR1.4bn of debt. Net debt reduced to EUR3.4bn and net
leverage decreased to 3.2x at FYE07 from 5.5x at FYE06 and 3.8x
at Q107 post-IPO.  This was below management's target range of
3.25x-4.25x and reflected the combination of higher earnings and
lower borrowings.  The group's coverage metrics also
strengthened as net costs reduced in line with debt levels. FFO
fixed charge coverage increased to 2.2x in FY07 from 1.7x in
FY06 and EBITDA/net interest rose to 3.5x from 2.2x.  While
those metrics place SKG at the weaker end of the 'BB' rating
level, Fitch notes that interest charges should reduce further
in FY08 compared to FY07 as the most expensive portion of the
group's debt was repaid in FY07 and the margin on the senior
secured credit facility (equal to approximately 76% of gross
debt at FYE07) has reduced quarterly in line with leverage.
Minimal scheduled repayments until 2011 imply adequate cash flow
headroom and liquidity.

Fitch takes further comfort in management's conservative
financial strategy as illustrated by the focus on operating
efficiency, cash flow generation, de-leveraging and the absence
of material capex projects when competitors are considering
bringing new capacity on stream.  SKG has publicly stated that
it aims to reduce net leverage to below 3x in FY08.

The rating is further supported by the group's leading market
positions ((#1 and #3 producer of corrugated paper and
containerboard, respectively, worldwide, and #1 kraftliner,
recycled containerboard and corrugated producer in Europe).  
Fitch also recognises SKG's integrated operations (approximately
70% of containerboard production is consumed internally) and its
presence in high-growth markets (#1 and #3 corrugated and
containerboard producer in Latin America).  Exposure to stable,
recession-proof end-markets (approximately 50% of revenues)
should mitigate the impact of a potential slump in demand in
Europe.

Key credit concerns in the medium term are market developments
both from a supply and demand perspective, with expected
pressure on margins resulting from slower growth, sustained cost
inflation and increased competitive pressures.  Containerboard
projects coming on stream in FY09-FY10 could further threaten
the market's balance in Europe and adversely impact pricing
power.

Headquartered in Dublin, Ireland, Smurfit Kappa --
http://www.smurfitkappa.com/-- is a paper based packaging
company with leading position in Europe and Latin America.  In
Latin America, the company operates in Argentina, Brazil, Chile,
Colombia, Costa Rica, Dominican Republic, Ecuador, Mexico and
Venezuela.

Smurfit Kappa operates in over 30 countries (22 in Europe) with
more than 40,000 employees.  It's products include
containerboard, solid board, corrugated and solid board
packaging, graphic board, sack paper and paper sacks.


TRIOLA SRL: Proofs of Claim Verification Deadline is July 2
-----------------------------------------------------------
Ernesto Bermann, the court-appointed trustee for Triola SRL's
bankruptcy proceeding, will be verifying creditors' proofs of
claim until July 2, 2008.

Mr. Bermann will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 21 in Buenos Aires, with the assistance of Clerk
No. 41, 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 Triola 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 Triola's accounting
and banking records will be submitted in court.

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

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

The debtor can be reached at:

           Triola SRL
           Triunvirato 4500
           Buenos Aires, Argentina

The trustee can be reached at:

           Ernesto Bermann
           Cordoba 817
           Buenos Aires, Argentina


VALBAMAR SRL: Neuquen Court Concludes Reorganization
----------------------------------------------------
Valbamar S.R.L. 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 Cutral-
Co, Neuquen, homologated the debt plan signed between the
company and its creditors.



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

GLOBAL ENVIRONMENTAL: Gets License to Process Waste in Russia
-------------------------------------------------------------
Global Environmental Energy Corp. has received notice from its
Russian client from the St. Petersburg-based Northwest Lawyer
Agency, that the company is permitted to process waste
throughout Russia.

In September 2007, Global licensed Northwest to market and
operate Biosphere systems in Russia.  The license included the
initial sale to Northwest of three 6MW/hr Biosphere Process
System's for US$30,000,000.  These first three systems are in
the final stage of design approval to meet the new operating
permit requirements and are being specifically designed to
handle the various specialized waste streams.

Northwest's permit, available at http://www.geecf.ruleads to an  
increased business scope as the permit allows them to operate
anywhere in Russia, which will lead to a great many more
Biosphere sales under the terms of the September 2007 license.

Headquartered in Nassau, Bahamas, Global Environmental Energy
Corp. (Deutsche Borse: GLI; OTC Bulletin Board: GEECF) --
http://www.geecf.ru-- is engaged in traditional oil and gas  
exploration and production, alternative energy sources,
environmental infrastructure and  electrical micro-power
generation through its subsidiaries, Sahara Petroleum
Exploration Corp. and Biosphere Development Corp.

                           *      *       *

As of May 31, 2007, Global Environmental Energy Corp. reported a
total stockholders' deficit of US$71,549,591 compared to
US$55,609,865 total stockholders' deficit on May 31, 2006.



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

SEA CONTAINERS: Court OKs Navigant as Pension Advisors
------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for
the District of Delaware gave authority to the Official
Committee of Unsecured Creditors in Sea Containers Ltd. and its
debtor-affiliates' Chapter 11 cases to employ Navigant
Consulting, Inc., nunc pro tunc, to Feb. 15, 2008.

The Court authorized the SCL Committee to use Navigant
Consulting's services in connection with any disputes concerning
the claims or rights of the various pension schemes in the
bankruptcy cases, including consulting and testifying expert in
adversary proceedings and contested matters.

Judge Carey ruled that Navigant Consulting may testify on
pending matters concerning the SCL Committee's objections to the
proofs of claim filed by the trustee of the pension schemes.  
However, Judge Carey reminded the SCL Committee to notify the
Debtors if it intends to use the firm's services for additional
matters because Navigant Consulting's services will not include
matters other than Pension Issues.

Navigant Consulting's services should not duplicate the efforts
of Houlihan, Lokey Howard & Zukin, the SCL Committee's financial
advisors, Judge Carey maintained.

The Debtors previously tried to block approval of the SCL
Committee's application.  They asserted, among other
contentions, that Navigant Consulting's retention will render
duplicative, overly broad services, which the firm may not be
qualified to provide.

"The SCL Committee seeks to use Navigant to establish the amount
of the Scheme's claims under the so-called "prudent investor"
rate applied in some U.S. bankruptcy cases.  But the hearing on
the Debtors' motion for approval of the pension settlement . . .  
is not a forum for the determination of the prudent investor
rate on the merits," the Debtors told the Court.

The Committee of Unsecured Creditors of Sea Containers Services
Limited supported and joined in the Debtors' objection.  The
SCSL Committee argued that it was unclear from the Application
whether Navigant Consulting and the firm's purported expert have
the experience and expertise to perform an appropriate rate
calculation on claims by the U.K. Pension Schemes, particularly
in light of the unique provisions of applicable U.K. law.

In response to the objections, the SCL Committee told the Court
that the Proposed Settlement is a compromise between "the
Debtors, the powerful Scheme's Trustee, and their surrogates on
their special-purpose SCSL Committee.  Only the SCL Committee is
left to raise a meaningful challenge on behalf of the estates'
unsecured creditors."

The SCL Committee explained that the only calculations that lie
behind the Settlement were performed by Mercer Human Resources
Consulting Limited on behalf of the Pension Schemes.  The SCL
Committee further asserted that expert advice and cross-border
experience are needed concerning the Mercer Human's
calculations, and that will be provided by Navigant Consulting.  
Hence, the SCL Committee asked the Court to approve the
Application.

                       About Sea Containers

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

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

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

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

In its schedules filed with the Court, Sea Containers disclosed
total assets of US$62,400,718 and total liabilities of
US$1,545,384,083.

The Court gave the Debtors until April 15, 2008 to file
a plan of reorganization.  (Sea Containers Bankruptcy News,
Issue No. 39; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Panel Obtains International Judicial Assistance
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Sea Containers
Ltd. and its debtor-affiliates' Chapter 11 cases obtained
permission from the Honorable Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware to issue certain
letters of request for international judicial assistance
pursuant to the Hague Convention of March 18, 1970, on taking of
evidence in civil or commercial matters regarding Mercer Human
Resources
Consulting Limited and Neville Hosegood.

William  H. Sudell, Jr., Esq., at Morris, Nichols, Arsht &
Tunnell LLP, in Wilmington, Delaware, related that the claims
asserted by the Sea Containers 1983 Pension Scheme and the Sea
Containers 1990 Pension Scheme are based almost exclusively on
work performed by the Pension Trustees' actuary, Mercer Human.  
Mercer Human calculated the Scheme Claims based on the estimated
cost of purchasing annuities to discharge the Pension Schemes'
liabilities pursuant to Section 75 of the U.K. Pensions Act of
2004.

The Debtors have produced Mercer Human's summary report for the
actuarial valuations, however, none of the work papers,
actuarial valuation program, methodology or other analysis
supporting Mercer Human's conclusions have been furnished to the
Court or the SCL Committee, Mr. Sudell told Judge Carey.

Mr. Sudell also related that in the Debtors' proposed settlement
of the Pension Claims, both the proposed accepted amount of the
Pension Claims, and the amount reserved by the Debtors for
certain equalization claims is based on work performed by Mercer
Human.

The Pension Trustees and the Official Committee of Unsecured
Creditors of Sea Containers Services Ltd. refused to accept
service of a subpoena on behalf of Mercer Human, Mr. Sudell
informed the Court.  Accordingly, the SCL Committee needs to
proceed through the Hague Convention to obtain relevant
documents
from Mercer Human, and depose Mr. Hosegood.  After obtaining
relevant documents from Mercer Human and Mr. Hosegood, the SCL
Committee intends to object to the Settlement, he added.

Mr. Suddell asserted that issuance of the Letters of Request is
procedurally authorized by Rule 28(b) of the Federal Rules of
Civil Procedure and Article 1 of the Hague Convention.

Judge Carey also rules that the attachments to each of the
Letters of Request may be modified to waive any portion without
further Court order upon agreement of the Debtors, the SCL
Committee, SCSL Committee and the Pension Schemes.

                       About Sea Containers

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

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

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

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

In its schedules filed with the Court, Sea Containers disclosed
total assets of US$62,400,718 and total liabilities of
US$1,545,384,083.

The Court gave the Debtors until April 15, 2008 to file
a plan of reorganization.  (Sea Containers Bankruptcy News,
Issue No. 39; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)



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

ALERIS INTERNATIONAL: Moody's Revises Outlook to Negative
---------------------------------------------------------
Moody's Investors Service revised the rating outlooks for Aleris
International Inc., and Aleris Deutschland to negative from
stable.  At the same time, Moody's affirmed Aleris's B2
corporate family rating, the B2 rating on the senior secured
term loans at Aleris International and Aleris Deutschland
Holding GMBH due 2013, the B3 rating on its 9% senior unsecured
notes due 2014, and the Caa1 rating on its 10% senior
subordinated notes due 2016.

The change in outlook reflects the company's ongoing performance
challenges in light of weak end market conditions, principally
in the U.S. residential and transportation markets, the
continued high degree of leverage under which the company is
operating, and expectations for limited to negative free cash
flow over the near term.  The outlook also incorporates Aleris's
earnings sensitivity to volume levels, which Moody's expects to
decline again in 2008, although not by the magnitude seen in
2007.

The downside risks associated with a continued deterioration in
housing starts, residential investment, and transportation
spending, as well as a more broad-based global contraction, are
important factors in the rating.  Given Aleris's limited history
as a combined entity following the Corus acquisition in 2006, as
well as its subsequent bolt-on acquisitions in 2007, a pro forma
comparison of year-over-year shipment levels is challenging.  
However, Moody's estimates that North American building and
construction volumes were down in the mid-teens during the
fourth quarter of 2007, challenging Aleris's sales and operating
margins.  As a result of these difficult operating conditions,
the company's interest expense exceeded its operating earnings
in FY2007.

Considering the "margin on metal" business model construct that
Aleris operates under, Moody's views Aleris's ability to
increase margins as limited resulting in the need to record
substantive volume improvements for earnings improvement, which
is viewed as unlikely over the near term.  However, we recognize
the company's efforts to improve its fixed cost position in
2008, including announcing multiple facility closures in
Tennessee, Ohio, Virginia, and Ontario.

Aleris's B2 corporate family rating reflects its high degree of
financial leverage, the sensitivity of its earnings to volume
levels, the ongoing execution risks for timely deleveraging,
particularly for a company with relatively thin margins and high
sensitivity to volume levels, and Aleris's propensity towards
acquisitions, which Moody's believes will be a continuing
impetus for growth over the intermediate term.  The rating also
considers the potential for increased supply of extruded
products from offshore sources, as well as competition from
other products.

At the same time, the ratings recognize Aleris's strong market
position as a major global supplier of aluminum rolled products,
its ability to pass through most of the cost pressures resulting
from changes in raw material prices, and its diverse geographic
and end market exposure, which helps protect the company from
regional or product specific weakness, demonstrated this year as
stronger European markets partially offset weakness in the North
American residential and transportation markets.  Also embedded
in the rating is Moody's expectation that Aleris will apply its
free cash flow generation to deleverage over the next several
years.  The B2 corporate family rating also considers the level
of liquidity available to Aleris under its asset backed bank
facility, which were it to dissipate significantly, could
negatively impact the rating.

Moody's last rating action on Aleris was November 29, 2006, when
its corporate family rating was downgraded to B2 from B1
following its merger with Texas Pacific Group in a leveraged
transaction.

Headquartered in Beachwood, Ohio, Aleris is a leading global
producer of aluminum rolled products. In 2007, the company
generated revenues of approximately US$6.0 billion.

The company's international segment provides aluminum metal to
customers through both tolling arrangements and product sales,
and the types of scrap that it recycles are similar to those
processed by Aleris’ U.S. recycling facilities.  In 2004 its
five plants have a rated annual capacity of 1.08 billion pounds.
The operations include two aluminum recycling and foundry alloy
plants in Germany as well as aluminum recycling facilities in
Brazil, Mexico and Wales.  The segment’s growth is largely a
result of its development and use of efficient scrap preparation
and recycling technologies that allow high recovery of metal and
delivery of a top-quality product.

Headquartered in Beachwood, Ohio, Aleris International Inc.
(NYSE: ARS) -- http://www.aleris.com/-- manufactures rolled
aluminum products and offers aluminum recycling and the
production of specification alloys.  The company also
manufactures value-added zinc products that include zinc oxide,
zinc dust and zinc metal.  The company operates 42 production
facilities in the United States, Brazil, Germany, Mexico and
Wales, and employs approximately 4,200 employees.


AMERICAN AIRLINES: Fitch Retains Issuer Default Rating at B-
------------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of AMR Corp. and its
principal operating subsidiary, American Airlines, Inc., as:

AMR Corp.:

   -- Issuer default rating at 'B-';
   -- Senior unsecured debt at 'CCC/RR6'.

American Airlines Inc.:

   -- Issuer default rating at 'B-';
   -- Secured bank credit facility at 'BB-/RR1'.

The rating outlook for both AMR Corp. and American Airlines has
been revised to stable from positive.

Ratings for both companies reflect the high degree of leverage
in the carrier's capital structure, its heavy fixed cash
obligations and the ever-present operating risks it faces in an
industry that remains uniquely vulnerable to fuel and demand
shocks.  Following two consecutive years of improving free cash
flow generation and significant debt reduction (US$2.3 billion
of debt payments in 2007 alone), AMR Corp. and the entire United
States airline industry now face a weakening operating
environment that will likely lead to some credit quality
deterioration over the next year.

In a prolonged high fuel cost scenario that assumes no
significant pull-back in crude oil and jet fuel prices through
early 2009, AMR Corp. and all of the major U.S. carriers will
face intensifying liquidity pressures -- particularly if an
extended economic slowdown drives a sharp reduction in air
travel demand.  Significantly, however, AMR Corp.'s large cash
balances and unencumbered asset holdings provide considerable
room to maneuver in response to a prolonged industry downturn.  
AMR Corp.'s estimated March 31 unrestricted cash balance of
US$4.4 billion provides a substantial liquidity cushion for the
carrier to absorb an extended fuel and revenue shock while
meeting 2008 fixed obligations (including approximately US$900
million of scheduled debt maturities and an estimated US$350
million of cash pension funding).  In addition, non-core assets
(AMR Eagle and the Beacon Investment Advisors unit) could be
monetized to shore up cash before liquidity reaches distressed
levels.

Still, Fitch remains cautious about the risk of a follow-on fuel
price spike and a slowdown in the airline's unit revenue growth
rate for 2008 and 2009.  A near-term revision of the rating
outlook to negative within the next few months is therefore a
real possibility if operating trends worsen.

For the first quarter, AMR Corp. has estimated that jet fuel
prices averaged US$2.73 per gallon.  This compares with a full
year 2007 average price of US$2.13 per gallon.  Fitch estimates
that a 10-cent change in the price of jet fuel drives
approximately US$310 million of annual consolidated costs.  
Based on an average 2008 fuel price scenario of US$3 per gallon,
therefore, the company would face approximately US$2.7 billion
of higher fuel costs this year compared with 2007.

In the wake of Chapter 11 restructurings at Delta, Northwest,
United and US Airways, AMR Corp.'s labor costs are the highest
in the U.S. airline industry, and along with Continental,
retains defined benefit pension plans for its unionized
employees.  With fuel costs soaring, pressure to control non-
fuel operating costs will intensify this year.  If additional
cuts in domestic capacity are made, however, pressure on unit
operating costs will increase. AMR Corp.'s pilot contract is now
open and amendable, and the pilots' union has called for
substantial raises.  The carrier therefore faces a more
difficult task in working with labor to pursue cost-saving
initiatives designed to offset fuel price pressure and a
potential softening of unit revenue trends.

Looking ahead, industry conditions are expected to remain
challenging for at least the next year, as airlines struggle to
offset record-high jet fuel prices with higher revenue and lower
non-fuel costs.  Although demand fundamentals have held up thus
far despite the weakening U.S. economy, concern is growing that
industry demand could weaken in the next few months.  
Potentially significant cutbacks in domestic capacity plans by
virtually all of the U.S. carriers will help to support industry
unit revenue in the face of a potential slackening in demand,
but the airlines will continue to struggle with rapidly
increasing unit costs. Any capacity rationalization linked to
industry consolidation would have to wait until early 2009 at
the earliest-following what is expected to be a lengthy
Department of Justice review of the Delta-Northwest merger and
any other follow-on transactions.

Negative rating actions (either an outlook revision to negative
or a downgrade of the IDR into the 'CCC' category) could follow
if sustained high jet fuel prices (above US$3 per gallon)
through the summer, coupled with weakening revenue per available
seat mile trends and softening air travel demand drive
substantially negative free cash flow, forcing AMR Corp. to
raise debt levels and shore up liquidity moving into 2009.

                    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.


ASPEN TECH: Earns US$45.5 Million in Fiscal Year Ended June 30
--------------------------------------------------------------
Aspen Technology Inc. filed on Friday its Annual Report on Form
10-K for the fiscal year ending June 30, 2007, including the
restatement of prior period results.  

Net income was US$17.9 million in the fourth quarter of fiscal
2007.  This represented a significant increase compared to net
income of US$3.9 million in the same period of fiscal 2006.  
Preferred stock discounts and dividends totaled US$3.9 million
in the fourth quarter of fiscal 2006 and zero in the fourth
quarter of fiscal 2007, resulting in net income applicable to
common shareholders of
US$17.9 million and US$52,000 in the fourth quarter of fiscal
2007 and 2006, respectively.

For the fourth quarter ended June 30, 2007, AspenTech reported
total revenue of US$101.4 million, an increase of 27% from the
fourth quarter of the prior fiscal year, and above the company's
original guidance of US$85 million to US$89 million.  Within
total revenue, license revenue was US$68.0 million, an increase
of 52%, and services revenue was US$33.4 million, a decrease of
4%, compared to the fourth quarter of fiscal 2006, respectively.

Brad Miller, chief financial officer of AspenTech, said "We are
pleased to bring approximately nine months of comprehensive
review of our financial accounts to a close with the filing of
our fiscal 2007 10-K and first quarter fiscal 2008 10-Q
financial statements.  Our work included a detailed examination
and restatement of prior financial statements, as well as a
review of all significant accounting policies and processes.

"Although it took longer than expected, we believe it was in the
long-term interest of our shareholders and will benefit the
company as we look to scale the business in the years ahead.  
With this significant body of work now behind us, we are highly
focused on completing our overall goal of bringing our financial
statements current and becoming relisted on a national
securities exchange."

Mark Fusco, chief executive officer of AspenTech, said "While
the finance department has been focused on completing our
financial statement filings, the company's customer facing
operations have continued to execute at a high level.  Following
a record fiscal 2007 performance, the company has generated
year-over-year license bookings growth of 25% during the first
nine months of fiscal 2008, including 31% year-over-year growth
during the third quarter."  

Fusco added, "The company ended the third fiscal quarter with a
strong financial position highlighted by US$137 million in cash,
an increase from US$132 million at Dec. 31, 2007, and net of
US$12 million used during the third quarter to retire our
previously existing Key Bank secured borrowing facility.  We
continue to be optimistic about the company's long-term
fundamental outlook based on our industry leading domain
expertise, unique suite of aspenONE solutions and solid demand
in our core markets."

AspenTech's income from operations, determined in accordance
with generally accepted accounting principles, was US$24.0
million in the fourth quarter of fiscal 2007, exceeding the mid-
point of the company's original guidance of approximately US$16
million and representing an operating margin of 23.7%.  This
compares to operating income of US$7.7 million in the fourth
quarter of fiscal 2006, which represented an operating margin of
9.7%.

GAAP operating expenses in the fourth quarter of fiscal 2007
included US$3.1 million of non-cash stock-based compensation,
US$1.3 million of non-cash amortization of intangibles
associated with previous acquisitions, US$1.0 million in
restructuring charges due to the company's continued office
consolidations, and US$800,000 in incremental auditing and
professional fees associated with bringing the company's
financial statements current - the combination of which reduced
the company's operating margin by approximately 6 percentage
points.  These items reduced the prior year's operating margin
by approximately 8 percentage points.

                Fiscal Year 2007 Financial Results

For the fiscal year ended June 30, 2007, AspenTech reported
total revenue of US$341.0 million, an increase of 16% from
fiscal 2006.  Within total revenue, license revenue was US$199.8
million, an increase of 30%, and services revenue was US$141.3
million, an increase compared to US$140.7 million, in fiscal
2006, respectively.

AspenTech's income from operations, determined in accordance
with GAAP, was US$55.4 million in fiscal 2007, representing an
operating margin of 16.2%.  This compares to operating income of
US$18.8 million in fiscal 2006, which represented an operating
margin of 6.4%.

GAAP operating expenses in fiscal 2007 included US$11.1 million
of non-cash stock-based compensation, US$6.5 million of non-cash
amortization of intangibles associated with previous
acquisitions, US$4.6 million in restructuring charges due to the
company's continued office consolidations, and US$800,000 in
incremental auditing and professional fees associated with
bringing the company's financial statements current - the
combination of which reduced the company's operating margin by
approximately 7  percentage points.  These items reduced the
prior fiscal year's operating margin by approximately 7
percentage points.

Net income was US$45.5 million in fiscal 2007, compared with net
income of US$6.5 million in fiscal 2006.

Net income applicable to common shareholders was US$38.2 million
in fiscal 2007, which was net of US$7.3 million in preferred
stock discounts and dividends.  This represented a significant
increase compared to a loss attributable to common shareholders
of US$8.9 million in fiscal 2006, which was net of
US$15.4 million in preferred stock discounts and dividends.

AspenTech had cash and cash equivalents of US$132.3 million at
June 30, 2007, an increase of approximately US$31.5 million from
US$100.8 million at the end of March 31, 2007.

                  Summary of Restatement Effects
                of Prior Period Financial Results

The company's Annual Report on Form 10-K for fiscal 2007
included the restatement of its financial statements for fiscal
years ended June 30, 2006, and 2005, in addition to the first
three quarters of the year ended June 30, 2007.

On June 11, 2007, the company announced that it had identified
errors related to the accounting for sales of installment
receivables.  In particular, the company determined that certain
sales of installments receivable did not meet criteria for true
sale accounting on an ongoing basis.

As a result, two new balance sheet accounts were created -
Collateralized Receivables and the related Secured Borrowing
liability.  The restated consolidated balance sheet as of
June 30, 2006, includes the recording of US$211.3 million in
collateralized receivables, the related recording of US$182.4
million in secured borrowings, and the elimination of US$19.0
million in retained interest in sold receivables.  

As previously stated, the company views this newly reported
liability as self funding, with collections of collateralized
receivables servicing the liability.  The company does not
believe that this accounting conclusion alters its arrangements
with its customers, and it has not changed its economic
relationship with the financial institutions.

The summary impact to income/loss from operations related to the
restatement of installments receivable, in addition to
correcting other errors in the company's previously reported
financial statements, was:

  -- Income from operations improved from US$28.1 million as
     previously reported to US$31.4 million as restated for the
     nine months ended March 31, 2007;

  -- Income from operations in fiscal 2006 was US$18.8 million
     both as previously reported and as restated;

  -- Loss from operations in fiscal 2005 improved from a
     previously reported operating loss of US$70.0 million to a
     restated operating loss of US$59.0 million.

On Feb. 11, 2008, the company announced it had identified errors
relating to its historical accounting for income taxes for
certain international tax obligations, primarily arising from
transactions among consolidated subsidiaries or from revaluation
of foreign currencies.  As a result, the company increased tax
provisions for these potential obligations in the applicable
period in the amounts of US$4.1 million for the nine months
ended March 31, 2007, US$3.2 million for the year ended
June 30, 2006, US$6.8 million for the year ended June 30, 2005,
and US$4.6 million as of June 30, 2004.

The summary impact on net income or loss as a result of the
restatement was:

  -- Net income for the nine months ended March 31, 2007 as
     restated was US$27.6 million, a decrease from
     US$31.9 million as previously reported;

  -- Net income for fiscal 2006 as restated was US$6.5 million,
     a decrease from US$12.8 million as previously reported;

  -- Net loss for fiscal 2005 as restated was US$69.1 million,
     an improvement from US$73.6 million as previously reported.

In addition, in the calculation and disclosure of deferred tax
balances, errors were identified for the book or tax accounting
treatment for certain items.  These errors resulted in the
incorrect disclosure of components of the company's deferred
taxes and the related offsetting valuation allowance within the
income tax footnote.  

Accordingly, the deferred tax balances included in the income
tax footnote and the offsetting valuation allowance has been
restated as of June 30, 2006.  As these net deferred tax assets
had a full valuation allowance, the adjustments to deferred tax
assets had no net impact on the company's consolidated balance
sheet or statements of operations.

Ending cash balances were not affected as a result of the
restatement; however, the presentation of the cash flow
statement was restated.  The net proceeds from the sale of
installments receivable were previously classified in cash flows
from operations and have been restated as cash flows from
financing activities.  Payments made on secured borrowings are
now similarly classified as cash flows from financing
activities.  

Annual collections relating to installments receivable that were
previously transferred to a financing institution are recognized
as cash flows from operations.  The company did not previously
recognize these collections within its cash flow statement
following the transfer of the installments receivable to the
financing institution.

                 Liquidity and Capital Resources

a) Operating Cash Flow

In fiscal 2007, operating activities provided US$55.7 million of
cash as net income, plus non-cash expenses for stock-based
compensation and depreciation and amortization totaling
US$30.5 million, was partially offset by a US$30.9 million
increase in installments receivables, primarily related to the
sale of receivables to Key Bank, the proceeds from which are
presented as a component of cash from financing activities.  
Accrued expenses increased by US$1.8 million due to increases in
accruals for income taxes and professional fees associated with
the restatement of the company's financial statements.

b) Borrowings Collateralized by Receivable Contracts

      (i) Traditional Programs

The company historically has maintained arrangements with
financial institutions providing for borrowings that are secured
by the company's installment and other receivable contracts, and
for which limited recourse exists against the company.  

As of June 30, 2007, the company had outstanding secured
borrowings of US$180.3 million that were secured by
collateralized receivables totaling US$183.2 million.

Availability under these arrangements is dependent upon the
company's generation of additional customer receivables and the
financial institutions' willingness to continue to enter into
these transactions.  The company estimates that there was in
excess of US$64.0 million available under the Traditional
Programs at June 30, 2007.  

     (ii) Securitization of Accounts Receivable

The securitization transactions in fiscal 2005 and 2007 include
collateralized receivables whose value exceeds the related
borrowings from the financial institutions.  The company
receives and retains collections on these securitized
receivables after all borrowing and related costs are paid to
the financial institution.  The financial institutions' rights
to repayment are limited to the payments received from the
collateralized receivables.  

The carrying value of the collateralized receivables at
June 30, 2007, under these arrangements was US$61.9 million and
the secured borrowings totaled US$25.8 million.  

    (iii) Fiscal 2005 Securitization

On June 15, 2005, the company securitized and transferred    
installments receivable with a net carrying value of 71.9
million and received cash proceeds of US$43.8 million.  The
transfers of installments receivable to the securitization
facility did not qualify as a sale for accounting purposes and
has been accounted for as a secured borrowing.  These borrowings
are secured by collateralized receivables and the debt and
borrowing costs are repaid as the receivables are collected.

     (iv) Fiscal 2007 Securitization

On Sept. 29, 2006, the company entered into a three-year
revolving securitization facility and securitized and
transferred installments receivable with a net carrying value of
US$32.1 million and received cash proceeds of US$20.0 million.  
The transfers of installments receivable to the securitization
facility did not qualify as a sale for accounting purposes and
have been accounted for as a secured borrowing.  These
borrowings are secured by collateralized receivables and the
debt and borrowing costs are repaid as the receivables are
collected.

In December 2007, the company paid the outstanding amount of the
Fiscal 2005 securitization at its carrying value.  

The company had been in violation of certain covenants related
to the Fiscal 2007 Securitization due to the delay in filing its
financial statements and other violations.  In March 2008, the
company paid the outstanding amount of the Fiscal 2007
Securitization at its carrying value plus a termination fee of
US$800,000, and this securitization is no longer available.

c) Credit Facility

In January 2003 and through subsequent amendments, the company  
executed a loan arrangement with Silicon Valley Bank.  This
arrangement provides a line of credit of up to the lesser of
(1) US$15.0 million or (2) 70% of eligible domestic receivables,
and a line of credit of up to the lesser of (1) US$10.0 million
or (2) 80% of eligible foreign receivables.  

As of June 30, 2007, there were US$7.4 million in letters of
credit outstanding under the line of credit, and there was
US$13.1 million available for future borrowing.  On
Oct. 16, 2007, the company executed an amendment to the Loan
Arrangement that adjusted the terms of certain financial
covenants, including modifying the date the company must provide
monthly unaudited and annual audited financial statements to the
bank.  

The loan arrangement expires in May 2008.  The company is
currently in negotiations to either: (i) extend this line of
credit with the company's current lender and amend the terms of
the facility; or (ii) obtain a facility from another lender.

                     Contractual Obligations

The company's total contractual obligations, which primarily
consisted of operating leases for the company's headquarters and
other facilities, sub-contractor purchase commitments, and other
debt obligations, totaled US$62.9 million at June 30, 2007.  
Other than these, there were no other commitments for capital or
other expenditures.

Total contractual future sublease rental income as of
June 30, 2007, was US$7.2 million, which is not included.

On Sept. 5, 2007, the company entered into an additional
sublease agreement related to its former office space in
Cambridge, Massachusetts, effective Oct. 1, 2007, for
approximately 50,000 square feet that expires on Sept. 30, 2012.  
This new sublease agreement represents US$5.5 million of
scheduled sublease payments not included in the total.

Effective Sept. 1, 2007, the landlord terminated a portion of
the company's lease in Houston, Texas with respect to
approximately 14,000 square feet of the original leased space.  
This termination agreement has not been included in the total
and represents future reductions of US$2.6 million in lease
payments.

                          Balance Sheet

At June 30, 2007, the company's consolidated balance sheet
showed US$528.9 million in total assets, US$391.7 million in
total liabilities, and US$137.2 million in total stockholders'
equity.

Full-text copies of the company's consolidated financial
statements for the year ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2a82

                         About AspenTech

Based in Cambridge, Massachusetts, Aspen Technology Inc.
(Nasdaq: AZPN) -- http://www.aspentech.com/-- provides process  
optimization software and services.  AspenTech's integrated
aspenONE(TM) solutions enable manufacturers to reduce costs,
increase capacity, and optimize operational performance end-to-
end throughout the engineering, plant operations, and supply
chain management processes.   The company has locations in
Brazil, Malaysia and France.

                          *     *     *

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.


BANCO BBM: Decreases Stake in Banco Cruzeiro
--------------------------------------------
Banco BBM S.A. has reduced its stake in Banco Cruzeiro do Sul to
3.59% of non-voting capital.

Business News Americas relates that Banco BBM has decreased its
preferred shares in Banco Cruzeiro to 1.63 million from
2.84 million, or 6.26% of non-voting capital.

According to BNamericas Banco Cruzeiro went public in June 2007
and soled some 36.1 million preferred shares for BRL560 million.

Banco Cruzeiro could sell US$100 million in bonds next week,
Brazilian financial daily Valor Economico states.

                      About Banco Cruzeiro

Headquartered in Sao Paulo, Brazil, Banco Cruzeiro do Sul SA
(Bovespa - CZRS4) -- http://www.bcsul.com.br/-- is a private-
sector multiple bank with operations in the consumer segment,
through paycheck-deductible loans to public employees and social
security beneficiaries, and in the corporate segment, offering
middle-market companies short-term loans usually backed by
receivables.  The bank's core business is lending to civil
servants, with payments automatically deducted from payrolls.

                        About Banco BBM

Banco BBM is headquartered in Rio de Janeiro, Brazil.  It is a
privately owned financial services firm that is primarily
engaged in wholesale banking and treasury activities.

                           *     *     *

In November 2007, Moody's Investors Services assigned a Ba2
foreign currency deposit rating on Banco BBM S.A.  


BANCO CRUZEIRO: Banco BBM Decreases Stake in Bank
-------------------------------------------------
Banco BBM S.A. has reduced its stake in Banco Cruzeiro do Sul to
3.59% of non-voting capital.

Business News Americas relates that Banco BBM has decreased its
preferred shares in Banco Cruzeiro to 1.63 million from
2.84 million, or 6.26% of non-voting capital.

According to BNamericas Banco Cruzeiro went public in June 2007
and soled some 36.1 million preferred shares for BRL560 million.

Banco Cruzeiro could sell US$100 million in bonds next week,
Brazilian financial daily Valor Economico states.

                        About Banco BBM

Banco BBM is headquartered in Rio de Janeiro, Brazil.  It is a
privately owned financial services firm that is primarily
engaged in wholesale banking and treasury activities.

                      About Banco Cruzeiro

Headquartered in Sao Paulo, Brazil, Banco Cruzeiro do Sul SA
(Bovespa - CZRS4) -- http://www.bcsul.com.br/-- is a private-
sector multiple bank with operations in the consumer segment,
through paycheck-deductible loans to public employees and social
security beneficiaries, and in the corporate segment, offering
middle-market companies short-term loans usually backed by
receivables.  The bank's core business is lending to civil
servants, with payments automatically deducted from payrolls.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 27, 2008, Moody's Investors Service assigned a Ba1 long-
term foreign currency debt rating to Banco Cruzeiro do Sul
S.A.'s existing US$30,000,000 senior unsecured notes due in May
2010.  Moody's said the outlook on the rating is stable.


BANCO NACIONAL: Approves BRL517 Million Loan for Acre Project
-------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social has
approved financing in the amount of BRL517 million for the
Programa Integrado de Desenvolvimento Sustentavel (Integrated
Program of Sustainable Development) - Phase III (PIDS III),
implemented by the State of Acre.  The financing corresponds to
90% of the project total investment, which is BRL575 million.

BNDES President Luciano Coutinho signed the financing contract
last Monday, the 14th, in a ceremony held at Palácio do Planalto
(seat of Brazilian Federal Government), in Brasilia, with the
presence of the President Luiz Inacio Lula da Silva.

Having a long-term strategic planning, PIDS III gathers a set of
structuring programs which aim to promote the sustainable
development of Acre.  PIDS III comprises 29 projects, which are
a priority for the State Government and that covers the state
seat of government, Rio Branco, as well as all the 21 cities
uptown.  These projects target several industries, urban and
regional infrastructure, sanitation, different types of basic
social services, and investments in health, education,
environment and modernization of the state management system.

The expansion of the sewerage service coverage in the city of
Rio Branco is one of the highlights among the projects
prioritized.  Included in the Growth Acceleration Program (PAC),
the project relies on BNDES financing of BRL60.7 million,
representing 90% of the total investment of BRL67.5 million.

This undertaking aims at extending the coverage of the sewage
collection system of the state seat of government, currently in
30%, and consolidating the implementation of the sewage
treatment system, providing the service to 65% of local people.  
The project will contribute to improve the quality of life, once
the cases of waterborne diseases will be reduced.

The water supply system project to the uptown cities, covering
as well the social-oriented housing infrastructure is also one
of the highlights.  They will comprise the construction, in Rio
Branco, of 1.2 thousand houses for the low-income population.

Hence, PIDS III will contribute to expand and modernize the
region infrastructure, generating sustainability conditions for
the economic development and the social inclusion.

In its implementation phase, PIDS III will create around 12.5
thousand direct and 14.3 thousand indirect employment
opportunities.  In the operation phase, the project will create
10.6 thousand indirect and 4.5 thousand direct employment
opportunities.

PIDS is being implemented in phases, all of them financed by
BNDES.  In the two prior phases (PIDS I and PIDS II), the State
of Acre obtained financial support of the Bank in the amount of
BRL177.7 million.

Simultaneously to the public investments of PIDS III, Acre
government promotes supplemental investments in the private
sector, whether by supplying raw material for the implementation
and operation of public projects or by the cost-effective use of
the infrastructure created.

The PIDS III implementation will extend the positive impacts of
three major undertakings being implemented in Acre and
surrounding area: paving of BR-364 Rio Branco-Cruzeiro do Sul
stretch; paving of Interoceânica (interoceanic) public road in
Peruvian territory - private concession that links Brazil to
Peru; and the Madeira River hydroelectric complex.

PIDS III is structured into seven parts:

   1. Strengthening of the Tourism and Consolidation of
      Acre/Peru/Bolivia Integration Circuits;
   2. Urban Infrastructure and Social Interest Dwelling;
   3. Health and Sanitation Infrastructure;
   4. Education Infrastructure;
   5. Economic Development and Integration Infrastructure;
   6. Communication and Social Development Infrastructure; and
   7. Modernization of the Management System.

Some projects of PIDS III:

   -- consolidation of tourist routes of Vale do Acre and Vale
      do Jurua and implementation of an international circuit,
      the Amazonia-Andes-Pacific International Tourist Route;

   -- construction of Centro de Convençőes do Acre (Acre
      Convention Center);

   -- Implementation of "Amazonia-Seringal Quixadá" Theme
      Amusement Park;

   -- urbanization of roadways in the cities located along the
      BR-364 and 317, implementation of urban environmental
      parks;

   -- construction health care units;

   -- infrastructure for education, constructing, expanding and
      reforming the schools and;

   -- extension of the Rio Branco industrial park and district
      and implementation of the Vale do Juruá forest industrial
      complex, with hardboard and floor tile plant;

   -- Implementation of Porto Seco do Acre;

   -- strengthening of the nut productive chain;

   -- paving of vicinal collector roadways;

   -- support to native communities in the areas of influence of
      federal roads BR 364 and 317; and

   -- construction of Cruzeiro do Sul soccer stadium.

                         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.


BANCO NACIONAL: L. Coutinho Opens BRL300 Mln Warehousing Program
----------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social President
Luciano Coutinho launched on April 14, the Warehousing Program
for Brazilian Cereal Companies.  The program is intended to
bolster the development and the streamlining of the cereal
industry and also to expand the Brazilian storage capacity in
the segment directly serving rural producers.

BNDES's support will contribute to improve the control of food
stock and reduce logistics pressures that often take place
during harvesting periods.  Cereal companies' representatives,
the President of Companhia Nacional de Abastecimento (Conab),
Wagner Rossi and Edilson Guimaraes, Secretary of Agricultural
Policy of the Ministry of Agriculture, Farming and Supply
attended the launch ceremony.

The new program will be assigned a budget of BRL300 million and
will be into force until December 31 this year.  The Bank will
provide support to companies earning annual gross income below
BRL500 million and those performing the activities of drying,
cleaning, standardizing, storing and commercializing vegetal
non-processed products.

As compared to the financing currently granted to this industry,
through BNDES operational facilities, there are relevant
differences in the conditions of the program: Low interest
rates, extended terms, limits to the accredited financial
institution spread and increased share level of the Bank upon
granting of credit.

The financial cost, which so far consisted of a portion in
currency basket, will be set out in Long Term Interest Rate
(TJLP) - which is currently at 6.25%.  The rate will be added to
1% per annum of basic spread of BNDES and 0.5% of financial
intermediation only for large-sized companies, resulting in a
cost of 8.75% per annum, plus the spread charged by the broker
limited to 3% per annum.

Loans granted so far had a financial intermediation rate of 0.8%
per annum (it dropped to 0.5% per annum for major companies -
micro, small and medium sized companies are exempt) and the
broker's spread was free (now it is set as 3% per annum).

The maximum BNDES share, limited to 70% on loans to particular
products, soared to 100% for all items and the terms for the
financing of machines and equipment alone has increased in a
six-month timeframe.  The total term will be 96 months,
including grace periods of as long as 36 months.

The new program has been designed to broaden infrastructure
capacity required for the storage and shifting of agriculture
production to several consuming centers.  Currently, the
Brazilian storage capacity is around 123,3 million tons for
harvests exceeding 130 million tons.

BNDES' support to this industry will reduce port, railroad and
road jamming problems during the harvesting period, due to the
lack of a proper warehousing structure.

                       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.


BEAR STEARNS: JPMorgan Buys 3.9 Million Shares for US$33.1 Mln.
---------------------------------------------------------------
Between April 11, 2008 and April 14, 2008, JPMorgan Chase & cO.
acquired 3,298,600 shares of Bear Stearns Companies Inc. common
stock in the open market for an aggregate purchase price of
US$33,154,017, according to a regulatory JPMorgan filed with the
Securities and Exchange Commission.

As of April 14, 2008, JPMorgan Chase beneficially owned
119,855,914 shares of common stock, or approximately 49.78% of
the outstanding shares of common stock of Bear Stearns.

Bear Stearns had 240,750,092 shares of common stock issued and
outstanding as of April 14, 2008.

Of these shares, JPMorgan Chase had the sole power to vote or to
direct the vote and the sole power to dispose of or to direct
the disposition of 118,380,394 shares of common stock, and
shared voting and dispositive power with respect to 1,475,520
shares.

As reported in the Troubled Company Reporter on April 9, 2008,
the share exchange between JPMorgan and Bear Stearns had been
completed.  Pursuant to the terms of the share exchange
agreement between the parties, on April 8, 2008, JPMorgan Chase
purchased 95 million newly issued shares of Bear Stearns common
stock, or 39.5% of the outstanding Bear Stearns common stock
after giving effect to the issuance, in exchange for 20,665,350
shares of JPMorgan Chase common stock.

Last month, as previously reported, investors Wayne County
Employees' Retirement System of Michigan and the Police and Fire
Retirement System of the City of Detroit asked the Delaware
Chancery Court in Wilmington to issue a restraining order to
prevent the purchase of 95 million new Bear Stearn shares by
JPMorgan, contending that the new shares will make JPMorgan a
major shareholder and will enable it to vote in favor of an
unsubtantial US$10 per share merger deal.

Yesterday's TCR reported that Bear Stearns submitted financial
results for the quarter ended Feb. 29, 2008 with the Securities
and Exchange Commission.  The company's net income decreased to
US$115 million for the quarter ended Feb. 29, 2008, compared to
US$554 million for the same quarter last year.  Total revenues
dipped to US$3.4 billion for the quarter ended Feb. 29, 2008,
compared to total revenues of US$4.7 billion for the same period
last year.

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- is a leading financial  
services firm serving governments, corporations, institutions
and individuals worldwide. The company's core business lines
include institutional equities, fixed income, investment
banking, global clearing services, asset management, and private
client services.  The company has approximately 14,000 employees
worldwide.  The company has office in Brazil.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings' affirmed its Negative Outlook for The Bear
Stearns Companies Inc. following the announcement of the
company's fiscal year earnings for 2007.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries. Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.


TELE NORTE: Launches First Quad Play Service in Belo Horizonte
--------------------------------------------------------------
Tele Norte Leste Participacoes SA has opened the first quadruple
play offer in Minas Gerais state capital Belo Horizonte,
Business News Americas reports, citing a company statement.

According to the company, the service consists of fixed and
mobile telephony, broadband and paid TV.  The prices of package
change depending on the client's choice of TV channels, the
report says.

The report states that the company has acquired cable TV
provider Way TV in 2006 for BRL132 million or US$78.3 million.

Luciana Leocadio, an analyst at brokerage Ativa Corretora,
commented that the company's future might include expansion to
other regions, adding that "the company is taking advantage of
the structure of former Way TV to perform the offer of quadruple
play services in those four cities," the report notes.

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.


UNIAO DE BANCOS: May Expand IFC Credit Line by US$25 Million
------------------------------------------------------------
Uniao de Bancos Brasileiros SA's Correspondent Banking and
Multilateral Organization Relations Chief Richard Bird told
Business News Americas that the bank could expand the
sustainability credit line it got from the International Finance
Corp. by US$25 million in the second half of this year.

As reported in the Troubled Company Reporter-Latin America on
April 16, 2008, the IFC authorized a US$75 million credit line
to Uniao de Bancos to finance sustainable business practices.  
According the IFC, the credit line to Uniao de Bancos is its
fourth project with the bank and the first to provide funding
for cleaner production, renewable energy, and sustainable
construction.

Mr. Bird told BNamericas that IFC granted an A/B loan of up to
US$200 million to Uniao de Bancos in December 2007 to help pay
for loans for environmentally sound projects.  Mr. Bird
commented to BNamericas, "There's certainly interest on both
sides to extend the facility but there is no commitment on
either side."

The US$75 million has a "10-year tenor" as part of the
sustainability credit line, "leaving US$25 million still
available from the A loan."  Uniao de Bancos will still discuss
a B loan with the IFC and it would depend on how fast Uniao de
Bancos disburses the initial US$75 million from the A loan, Mr.
Bird told BNamericas.

According to BNamericas, Uniao de Bancos agreed to supply
US$20 million in financing with money from the IFC credit line.

Uniao de Bancos will provide some "US$40 million from the credit
line in U.S. dollars and US$35 million in Brazilian real,"
BNamericas states.

Headquartered in Sao Paulo, Brazil, Uniao de Bancos Brasileiros
SA -- http://www.unibanco.com/-- is a full-service financial
institution providing a range of financial products and services
to a diversified individual and corporate customer base
throughout Brazil.  The company's businesses comprise segments:
Retail, Wholesale, Insurance and Pension Plans and Wealth
Management.  Uniao de Bancos and its associated companies
FinInvest, LuizaCred, PontoCred and Tecban (Banco 24 Horas)
offer a network composed of 17,000 points of service.  It also
counts on 7,580 automated teller machines and all 30 Hours'
products and services, including the telephone service and the
Internet banking.  The company's international network consists
of branches in Nassau and the Cayman Islands; representatives
offices in New York; banking subsidiaries in Luxembourg, the
Cayman Islands and Paraguay; and a brokerage firm in New York --
Unibanco Securities Inc.

                          *     *     *

To date, Standard & Poor's Ratings Services rated Unibanco-Uniao
de Bancos Brasileiros SA's long-term foreign issuer credit
rating and local issuer credit rating at 'BB+'.



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

APEX ASIA: Will Hold Final Shareholders Meeting Tomorrow
--------------------------------------------------------
Apex Asia LDC will hold its final shareholders' meeting on
April 18, 2008, at 10:00 a.m. at Walkers, Walker House, 87 Mary
Street, George Town, Grand Cayman KY1-9002, Cayman Islands.

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted; and

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

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

The liquidator can be reached at:

                 Jonathan Calley
                 Tax Manager
                 Apex Silver Mines Corporation
                 1700 Lincoln Street, Suite 3050
                 Denver CO 80203, USA


ASC CENTRAL: Sets Final Shareholders Meeting for April 18
---------------------------------------------------------
ASC Central America LDC will hold its final shareholders'
meeting on April 18, 2008, at 10:00 a.m. at Walkers, Walker
House, 87 Mary Street, George Town, Grand Cayman KY1-9002,
Cayman Islands.

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted; and

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

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

The liquidator can be reached at:

                 Jonathan Calley
                 Tax Manager
                 Apex Silver Mines Corporation
                 1700 Lincoln Street, Suite 3050
                 Denver CO 80203, USA


ASIAVEST PARTNERS: Proofs of Claim Filing Deadline is April 18
--------------------------------------------------------------
Asiavest Partners Global Strategy Fund Limited's creditors have
until April 18, 2008, to prove their claims to Richard L.
Finlay, the company's liquidator, or be excluded from receiving
any distribution or payment.

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

Asiavest Partners' shareholder decided on Feb. 22, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

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


AVALON RE: Fitch Downgrades Class C Variable Notes Rating to C
--------------------------------------------------------------
Fitch Ratings has downgraded the long-term credit ratings of the
class C variable-rate notes of Avalon Re Ltd. to 'C' from
'CCC-'.  Fitch has also revised the distressed recovery rating
of the class C notes to 'DR3' from 'DR4'.  The rating actions
affect US$135 million of Avalon Re variable-rate notes.

Avalon Re provides coverage to Oil Casualty Insurance, Ltd., a
Bermuda-based insurer, on a three-year excess of loss
reinsurance contract that attaches when losses exceed US$300
million.  Avalon Re received notification that the steam pipe
explosion that occurred in New York City on July 18, 2007, would
be a covered event under the terms of the reinsurance agreement
between Avalon Re and Oil Casualty.  The covered loss report
indicates that losses up to US$50 million could potentially be
ceded to Avalon Re.  This amount represents approximately one
third of the class C outstanding principal balance.  Fitch does
not currently anticipate further losses to the class C notes, or
losses to either the class A or B notes.  However, all three
classes of notes could incur additional losses if additional
insured events occur before the expiration of the reinsurance
agreement on May 31, 2008.

Fitch continues to monitor Oil Casualty's insurance losses.  If
the class C notes are exhausted by subsequent losses, holders of
the class B notes will then suffer a loss, followed by holders
of the class A notes if the class B notes are exhausted.

The affected notes are:

   -- US$135 million class C variable rate notes due June 6,
      2008 downgraded to 'C', distressed recovery rating revised
      to 'DR3' from 'DR4'.

Avalon Re Ltd. is a Cayman Islands-domiciled insurance company
formed solely to issue the variable-rate notes, enter into a
reinsurance contract with Oil Casualty Insurance Ltd., and to
conduct activities related to the notes' issuance.  The
variable-rate notes are insurance-linked collateralized
securities that will suffer a loss of principal if Oil Casualty
Insurance Ltd.'s aggregate insured losses exceed a specified
threshold that varies by note class.


GLOBAL CHALLENGE: Proofs of Claim Filing Deadline is April 18
-------------------------------------------------------------
Global Challenge Fund Ltd.'s creditors have until
April 18, 2008, to prove their claims to Luigi Colombo, the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

Global Challenge's shareholders agreed on Nov. 22, 2007, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Luigi Colombo
                 c/o Circle Partners, Utrechtseweg 31 D
                 P.O. Box 2052, 3800 CB Amersfoot
                 The Netherlands

                      or

                 Campbell Corporate Services Limited
                 P.O. Box 258 George Town
                 Scotia Center, Grand Cayman KY1-1104
                 Cayman Islands
                 Telephone: 345 949 2648
                 Fax: 345 949 8613


HONEYWELL INDUSTRIAL: Proofs of Claim Filing is Until April 18
--------------------------------------------------------------
Honeywell Industrial Holdings' creditors have until
April 18, 2008, to prove their claims to Bessemer Trust Company
(Cayman) Limited, the company's liquidator, or be excluded from
receiving any distribution or payment.

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

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

The liquidator can be reached at:

                 Bessemer Trust Company (Cayman) Limited
                 P.O. Box 694, George Town
                 Dr. Roy’s Drive, Grand Cayman
                 Cayman Islands
                 Telephone: (345) 949-6674
                 Fax: (345) 945-2722


MARATHON POWER: Will Hold Final Shareholders Meeting Tomorrow
-------------------------------------------------------------
Marathon Power ETA Limited will hold its final shareholders'
meeting on April 18, 2008, at 10:00 a.m. at Marathon Oil
Company, 5555 San Felipe Street, Houston, Texas 77056-2799, USA.

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted; and

   2) authorizing the report of the liquidator; and

   3) authorizing the remuneration of the liquidator.

Marathon Power's shareholders agreed on Feb. 28, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Yvonne Kunetka
                 Marathon Oil Company
                 5555 San Felipe Street
                 Houston, Texas 77056-2799
                 USA


MARATHON POWER NICARAGUA: Final Shareholders Meeting on April 18
----------------------------------------------------------------
Marathon Power Nicaragua Limited will hold its final
shareholders' meeting on April 18, 2008, at 10:00 a.m. at
Marathon Oil Company, 5555 San Felipe Street, Houston, Texas
77056-2799, USA.

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted; and

   2) authorizing the report of the liquidator; and

   3) authorizing the remuneration of the liquidator.

Marathon Power's shareholders agreed on Feb. 28, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Yvonne Kunetka
                 Marathon Oil Company
                 5555 San Felipe Street
                 Houston, Texas 77056-2799
                 USA


QATARGAS DOWNSTREAM: Final Shareholders Meeting is on April 18
--------------------------------------------------------------
Qatargas Downstream Holdings LDC will hold its final
shareholders' meeting on April 18, 2008, at Deutsche Bank
(Cayman) Limited, Boundary Hall, Cricket Square, Grand Cayman
KY1-1104, Cayman
Islands.

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted; and

   2) giving explanation thereof.

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

The liquidator can be reached at:

                 David Dyer
                 P.O. Box 1984
                 George Town, Grand Cayman KY1-1104
                 Cayman Islands
                 Telephone: 345-949-8244
                 Fax: 345-949-5223


QATARGAS DOWNSTREAM: Proofs of Claim Filing is Until April 18
-------------------------------------------------------------
Qatargas Downstream Holdings LDC's creditors have until
April 18, 2008, to prove their claims to David Dyer, the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

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

The liquidator can be reached at:

                 David Dyer
                 Deutsche Bank (Cayman) Limited
                 P.O. Box 1984, Boundary Hall
                 Cricket Square, Grand Cayman KY1-1104
                 Cayman Islands


QATARGAS UPSTREAM: Proofs of Claim Filing Deadline is April 18
--------------------------------------------------------------
Qatargas Upstream Holdings LDC's creditors have until
April 18, 2008, to prove their claims to David Dyer, the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

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

The liquidator can be reached at:

                 David Dyer
                 Deutsche Bank (Cayman) Limited
                 P.O. Box 1984, Boundary Hall
                 Cricket Square, Grand Cayman KY1-1104
                 Cayman Islands


QATARGAS UPSTREAM: Sets Final Shareholders Meeting for April 18
---------------------------------------------------------------
Qatargas Upstream Holdings LDC will hold its final shareholders'
meeting on April 18, 2008, at Deutsche Bank (Cayman) Limited,
Boundary Hall, Cricket Square, Grand Cayman KY1-1104, Cayman
Islands.

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted; and

   2) giving explanation thereof.

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

The liquidator can be reached at:

                 David Dyer
                 P.O. Box 1984
                 George Town, Grand Cayman KY1-1104
                 Cayman Islands
                 Telephone: 345-949-8244
                 Fax: 345-949-5223


REFCO DIVERSIFIED: Final Shareholders Meeting is on April 18
------------------------------------------------------------
Refco Diversified Futures Fund will hold its final shareholders'
meeting on April 18, 2008, at 11:00 a.m. at Kroll (Cayman)
Limited, 4th Floor, Bermuda House, Dr. Roy’s Drive, Grand
Cayman, for the accounting of the liquidation process showing
how the winding up has been conducted.

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

The liquidator can be reached at:

                 Gordon I. Macrae
                 Attn: Hadley Chilton
                 Kroll (Cayman) Limited
                 4th Floor, Bermuda House
                 P.O. Box 1102, Dr. Roy’s Drive
                 Grand Cayman KY1-1102, Cayman Islands
                 Telephone: (345) 946-0081
                 Fax: (345) 946-0082


SALAMANCA SA: Proofs of Claim Filing Deadline is April 18
---------------------------------------------------------
Salamanca SA's creditors have until April 18, 2008, to prove
their claims to Bessemer Trust Company (Cayman) Limited, the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

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

The liquidator can be reached at:

                 Bessemer Trust Company (Cayman) Limited
                 P.O. Box 694, George Town
                 Dr. Roy’s Drive, Grand Cayman
                 Cayman Islands
                 Telephone: (345) 949-6674
                 Fax: (345) 945-2722


SHIODOMETOWER FUNDING: Final Shareholders Meeting is on April 18
----------------------------------------------------------------
Shiodometower Funding Corporation will hold its final
shareholders' meeting on April 18, 2008, at 11:30 a.m. at the
registered office of the
company.

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted; and

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

Shiodometower Funding's shareholders agreed on March 3, 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


SKK HOLDING: Will Hold Final Shareholders Meeting Tomorrow
----------------------------------------------------------
SKK Holding Co., Ltd., will hold its final shareholders' meeting
on April 18, 2008, at Maples Finance Limited, Boundary Hall,
Cricket Square, George Town, Grand Cayman, Cayman Islands.

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted; and

   2) giving explanation thereof.

SKK Holding's 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:

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


SPRINGFLEET INTERNATIONAL: Claims Filing Deadline is April 18
-------------------------------------------------------------
Springfleet International's creditors have until April 18, 2008,
to prove their claims to Bessemer Trust Company (Cayman)
Limited, the company's liquidator, or be excluded from receiving
any distribution or payment.

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

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

The liquidator can be reached at:

                 Bessemer Trust Company (Cayman) Limited
                 P.O. Box 694, George Town
                 Dr. Roy’s Drive, Grand Cayman
                 Cayman Islands
                 Telephone: (345) 949-6674
                 Fax: (345) 945-2722


THE DRAKE GLOBAL: Sets Final Shareholders Meeting for April 18
--------------------------------------------------------------
The Drake Global Bond Fund-Euro, Ltd., will hold its final
shareholders' meeting on April 18, 2008, at 1:00 p.m. at the
office of the company.

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted; and

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

The Drake Global's shareholders agreed on Feb. 28, 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


UC PARTNERS: Sets Final Shareholders Meeting for April 18
---------------------------------------------------------
UC Partners, Ltd., will hold its final shareholders' meeting on
April 18, 2008, at 12:00 p.m. at the registered office of the
company.

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted; and

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

UC Partners' shareholders agreed on March 3, 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


VERITAS HIGH: Will Hold Final Shareholders Meeting Tomorrow
-----------------------------------------------------------
Veritas High Yield Arbitrage Fund Ltd. will hold its final
shareholders' meeting on April 18, 2008, at 10:00 a.m. at Grant
Thornton Specialist Services (Cayman) Ltd, 7 Dr. Roy’s Drive,
Commerce House, 2nd Floor, Grand Cayman, Cayman Islands.

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted; and

   2) deciding on the manner in which the company’s books and
      records will be maintained and ultimately disposed of.

Veritas High'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 liquidator can be reached at:

                 Hugh Dickson
                 Attn: Peter Bigwood
                 P.O. Box 1370, Grand Cayman KY1-1108
                 Cayman Islands
                 Telephone: (345) 815 8242
                 Fax: (345) 949 7120


WESTWAYS FUNDING: Sets Final Shareholders Meeting for April 18
--------------------------------------------------------------
Westways Funding VII, Ltd., will hold its final shareholders'
meeting on April 18, 2008, at 1:30 p.m. at the registered office
of the company.

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted; and

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

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

The liquidators can be reached at:

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


WESTWAYS FUNDING X: Final Shareholders Meeting is on April 18
-------------------------------------------------------------
Westways Funding X, Ltd., will hold its final shareholders'
meeting on April 18, 2008, at 2:00 p.m. at the registered office
of the company.

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted; and

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

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

The liquidators can be reached at:

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



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

DIRECTV GROUP: Launches Triple Play Services with Emcali
--------------------------------------------------------
Colombian news daily El Tiempo reports that the DirecTV Group
Inc.'s Latin American unit has launched triple play services
with Cali's multi-utility Emcali.

DirecTV Colombia's President Carmen Osorno told El Tiempo, "We
are very interested in the market potential in this region and
we see Emcali as a natural ally to achieve the growth we are
expecting."

Emcali is implementing a strategy similar to that of other local
operators like ETB, which also has an accord with DirecTV to
provide triple play package, BNamericas relates, citing Duff &
Phelps Credit Rating Co. analyst Bibiana Acuna.

Ms. Acuna told BNamericas that Colombian operators ETB and EPM
Bogota are planning investments to offer Internet protocol
television services.  Emcali is also concentrating on the
expansion of its broadband subscriber base.

Emcali had 40,000 broadband clients and 481,000 customers in the
fixed line telephony segment last year, BNamericas states.

                          About Emcali

Emcali is a multi-utility in Colombia.  It provides electricity,
telecoms as well as water and sewerage services.

                      About DirecTV Group

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

                          *     *     *

As of Feb. 9, 2008, The DIRECTV Group Inc. still carries
Standard & Poor's Ratings Services' 'BB' corporate credit and
'BB-' senior unsecured debt rating given on April 3, 2007.  The
outlook remains stable.


POLYONE CORPORATION: Selling US$80-Mln Sr. Notes at 99.75% Par
--------------------------------------------------------------
PolyOne Corporation has agreed to sell US$80 million of its
8.875% senior notes due 2012 to certain institutional investors
in an offering exempt from the registration requirements of the
Securities Act of 1933 at a price equal to 99.75% of their
principal amount.

The transaction is expected to close on April 10, 2008, subject
to customary closing conditions.

The company intends to use the net proceeds from the offering to
reduce a portion of the amount of receivables sold under its
receivables sale facility.

                       About PolyOne Corp.

Headquartered in Ohio, PolyOne Corporation (NYSE: POL)
-- http://www.polyone.com/-- provides of specialized polymer    
materials, services and solutions.   The company maintains
operations in China, Colombia, Thailand and Singapore.


POLYONE CORP: S&P Holds B+ Rating on US$80 Million Notes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' issue
rating and '4' recovery rating on PolyOne Corp.'s US$80 million
issuance of 8.875% unsecured notes due 2012, indicating
the expectation for average (30% to 50%) recovery in the event
of a payment default.  PolyOne will use the proceeds of these
notes to pay down a portion of its outstanding debt.  The notes
are an add-on to PolyOne's 8.875% senior unsecured notes, which
the company issued on April 23, 2002.

The issue and recovery ratings on PolyOne's 8.875% existing
senior unsecured notes and 7.5% unsecured debentures remain
unchanged at 'B+' (the same as the corporate credit rating on
the company) and '4', respectively.  PolyOne also has a
guarantee and security agreement and several unsecured debt
issuances, which we do not rate.

The corporate credit rating on the company is 'B+' and the
outlook is stable.

"The ratings on PolyOne reflect a weak business profile, low
margins, and a highly leveraged financial profile," said
Standard & Poor's credit analyst Paul Kurias.  "Partially
offsetting factors include the company's leading market
positions in several plastic product lines and its integration
into chlor-alkali through an affiliate company."

Headquartered in Ohio, PolyOne Corporation (NYSE: POL)
-- http://www.polyone.com/-- provides of specialized polymer    
materials, services and solutions.   The company maintains
operations in China, Colombia, Thailand and Singapore.



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

BANCO DOMINICANO: Court Rejects Motion to Acquit Pedro Castillo
---------------------------------------------------------------
The National District Appellate Court's First Penal Chamber of
the Dominican Republic has rejected a motion to acquit former
Banco Dominicano del Progreso S.A. President Pedro Castillo from
fraud charges, Dominican Today reports.

Dominican Today relates that Banco Dominicano's board of
directors accused Mr. Castillo of allegedly embezzling some
DOP14 billion from the bank.  According to news agency, defense
lawyers based their motion on the failure to conduct the
"preliminary conciliation process" as established by Banco
Dominicano’s "statutes."  

Dominican Today notes that because of the court’s decision, Mr.
Castillo must face criminal trial in the lower court.

The report says that Mr. Castillo's defense had previously filed
a motion for acquittance before the 7th Instruction Court, which
rejected it on Feb. 25, 2008.  Mr. Castillo’s lawyers in Miami,
where a civil case on Banco Dominicano is ongoing, decided to
abandon their client, who has had the services of at least four
law firms.  All of the four law firms have stopped representing
Mr. Castillo, Dominican Today states.

Banco Dominicano del Progreso S.A. is headquartered in the
Dominican Republic.  It is controlled by a number of well
known families in the Dominican Republic that also have
interests in other financial entities involved in insurance,
stock brokerage, factoring, and leasing.

In June 2007, Fitch Ratings assigned a 'C' short-term issuer
default rating on Banco Dominicano del Progreso S.A.  Fitch said
that rating outlook is placed in watch negative.


TRICOM SA: Banco Multiple Leon Wants Bankruptcy Plan Revised
------------------------------------------------------------
Banco Multiple Leon, S.A., objects to the confirmation of Tricom
SA and its debtor-affiliates' Prepackaged Joint Chapter 11 Plan
of Reorganization, and the approval of the disclosure statement
explaining the Joint Plan.

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, tells the U.S. Bankruptcy Court for the
Southern District of New York 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)



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

* EL SALVADOR: Fitch Issues Annual Review & Outlook for Banks
-------------------------------------------------------------
El Salvador's banking system exhibited moderate growth in 2007,
primarily aided by a continued increase in consumer loans and
mortgages, as well as faster commercial loan growth, according
to a Fitch special report titled, "Salvadoran Banks: Annual
Review and Outlook".

In 2007, El Salvadoran banks' total assets expanded by 11.4% in
nominal terms (5.8% in real terms), while overall net profits
declined by 12.4%, due to higher provisions.  Additionally, non-
performing loans increased to 2.1% of total loans as of
December 2007 (versus 1.9% in 2006), despite significant write-
offs throughout 2007.  However, loan loss reserves appear to be
adequate and relatively stable in terms of both non-performing
loans (120%) and total loans (2.5%).

"A significant increase in loan loss reserves negatively
affected El Salvador's banking system's overall performance in
2007, and the overall loan portfolio quality declined as a
result of deteriorating consumer loan quality," according to
Fitch's Latin America Financial Institutions Group Director,
Rene Medrano.

Nevertheless, Salvadorian banks continue to exhibit adequate
capitalization and liquidity levels.  The overall level of
capitalization, defined as total equity-over-total assets, was
11.8% as of December 2007, similar to the level reported in
2006.  Going forward, easier access to funding should allow the
banking system to expand its loan portfolio while maintaining
adequate liquidity.

In 2008, Fitch expects that the anticipated decline in interest
rates over the next few months may lead to further growth in the
demand for personal loans.  As a result, consumer loans and
mortgages should continue to drive overall loan portfolio
expansion.  Additionally, the arrival of well-established
international banks should lead to better business practices
throughout the system.

On the other hand, Fitch expects that greater political
uncertainty in El Salvador, due to upcoming general elections,
could limit private investment and loan portfolio growth in
2008, particularly during the second half of the year when the
Banco Central de Reserva de El Salvador may raise minimum
reserve requirements for local banks in order to ensure
stability in the system.

The full report is available on the Fitch Ratings Web site,
http://www.fitchratings.com



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

CASH PLUS: Carlos Hill to Appear in Court for Fraud Charges
-----------------------------------------------------------
Cash Plus Limited's President Carlos Hill will appear before the
Corporate Area Criminal Court of Jamaica to answer fraud
charges, Radio Jamaica reports.

As reported in the Troubled Company Reporter-Latin America on
April 16, 2008, Mr. Hill was charged with fraud after police
officers from the Mobile Reserve, Flying Squad, and the
Organized Crime Division raided his house in response to
complaints from investors who accused Cash Plus of fraud.
Specifically, investors complained that cheques received from
the firm bounced. Mr. Hill's brother Bertram Hill and Cash Plus'
Chief Financial Officer Peter Wilson will also face fraud
charges.

The Hill brothers and Mr. Wilson were charged with "five counts
of fraudulent conversion and one count of conspiracy," RJR News
Center says, citing the defendants' attorney, Churchill Neita.

Radio Jamaica relates that the investigation into Mr. Hill's
financial affairs uncovered "what appears to be an elaborate
pyramid scheme."

Investors provided funds to guarantee that club members who had
lodged funds could get returns, Radio Jamaica notes, citing
Assistant Commissioner of Police Les Green.

Mr. Green told Radio Jamaica that additional assets were
transferred overseas and that Cash Plus knew for some time that
the scheme would collapse. Investigators uncovered "a web of
complex financial activities involving billions of dollars."

"Documents found in the Cape (in South Africa, indicate) that a
loan of US$1 billion had been secured in January 2008 and at
least US$2.5 billion held in five accounts in Germany," Mr.
Green commented to Radio Jamaica.

Mr. Green told Radio Jamaica that the police are trying to find
out whether bank guarantees, loans or letters of credit exist
for:

-- US$450 million held in Ghana or London,
-- US$1 billion at ABM AMRO,
-- J$100 million at ISH Bank,
-- J$3 billion in KAS Bank together with US40 million
   cash, and
-- US$10 million from HSBC.

These funds were held under the name of Galina Trust Limited,
the report says, citing Mr. Green. Mr. Green further told
reporters that "Additional documentation has been assessed and
these indicate that other significant sums and bank accounts may
exist and are believed to be held in the Dominican Republic,
British Virgin Islands, the United Kingdom, Holland, Spain,
Kuwait, Spain and China."

It will take time to confirm if there are any funds and even
longer to recover the money for investors, Mr. Green admitted to
Radio Jamaica.

The Cash Plus officials' defense attorney Hugh Thompson told the
RJR News that he "was shocked that the police called a press
conference on the matter while he and his colleagues have been
kept in the dark on the status of his clients."

Mr. Thompson commented to Radio Jamaica, "I'm quite indignant
that these people have gone to the media and making all manner
of revelations which are unfounded as far as we're concerned.
They have chosen not to make any contacts with us, they have our
cell numbers, our telephone numbers and what they are doing is a
disgrace. We're most upset and will be dealing with this matter
as quickly as possible."

Radio Jamaica relates that the police also arrested Cash Plus'
Public Relations Consultant Garwin Davis.  Detectives raided Mr.
Davis' home at St. Ann.  Mr. Davis "traveled extensively on the
forged passport" over three years as immigration stamps listed
departure and arrival dates from 1992 to 1995, Radio Jamaica
says, citing investigators.

According to Radio Jamaica, Mr. Davis was charged with:

-- possession of a forged US passport,
-- forgery of a US passport, and
-- false declaration.

Police are seeking other persons of interest for questioning in
line with the investigation into Cash Plus' operations, Radio
Jamaica says, citing Mr. Green.

Investigators have "identified new lines of investigations" and
that another police operation was undertaken last Tuesday
outside the "Corporate Area," Mr. Green told Radio Jamaica.

Cash Plus Limited is an investment club in Jamaica. It
collapsed in 2007 after the Financial Services Commission moved
to regulate its operations. The company is a financial arm of
the Cash Plus Group of Companies, a business conglomerate
established in 2002 by mortgage banker Carlos Hill. The company
offers its participants the opportunity to participate in the
group's ventures which include mergers and numerous
acquisitions.

In April this year, the Supreme Court of Jamaica placed Cash
Plus into receivership. Cash Plus admitted that it wouldn't be
able to pay its lenders until April 14. The firm has 40,000
lenders with loans totaling J$4 billion. Cash Plus was unable
to repay its investors. The Financial Services Commission said
it was informed by the attorney acting on behalf of Cash Plus
that the investment club lacked the funds to start the repayment
of the principal and interest owing to its investors.
PricewaterhouseCoopers' accountant Kevin Bandoian was appointed
as joint receiver-manager for Cash Plus.



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

AMERICAN AXLE: Mexico Axle Plant Supplies Auto Parts to GM
----------------------------------------------------------
General Motors Corp. is reopening two assembly factories within
April with axles supplied by American Axle & Manufacturing
Holdings Inc.'s plant in Guanajuato, Mexico, according to David
Barkholz and Robert Sherefkin of Crain News Service citing
Automotive News sources.

GM continued manufacturing Chevrolet Silverados and GMC Sierras
in its plant in Fort Wayne, Indiana, last week, and plans to
resume pickup production in a plant in Oshawa, Ontario, on
April 21, 2008.

As reported in the Troubled Company Reporter on April 14, 2008,
the strike called by the United Auto Workers union at Axle's
original U.S. locations continues into its 47th day.  
Approximately 3,650 associates are represented by the UAW at
five facilities in Michigan and New York.

With the objective of reaching a compromise agreement, Axle
requested the Federal Mediator assigned by the Federal Mediation
& Conciliation Service to assist in the company's ongoing
negotiations with the UAW.  Axle had hoped that the involvement
of an impartial third party at the bargaining table could assist
both sides.  The UAW refused to allow the Federal Mediator to
help the parties reach agreement.  Axle was disappointed in the
UAW's decision.

"While the UAW had conversations with a representative of the
Federal Mediation and Conciliation Service, it was concluded
that a mediator could add little to the process at this
juncture; in fact, it would place the mediator in a no-win
situation," UAW President Ron Gettelfinger said.  "Throughout
these negotiations, the UAW has repeatedly offered responsible
proposals and counter-proposals to Axle in an attempt to bring a
conclusion to bargaining."

As reported in the Troubled Company Reporter on April 11, 2008,
negotiators representing AAM and the UAW met at the bargaining
table for the first time in over three weeks on April 9, 2008.  
At this meeting, the UAW presented a new economic proposal to
Axle.

Although it was a slight improvement from the UAW's previous
bargaining positions, the all-in labor cost proposed by the UAW
is still approximately 200% of the market rate of Axle's
competitors in the United States automotive supply industry.

Axle expressed disappointment over the UAW's failure to make
proposals that address the competitive reality Axle and its UAW-
represented associates jointly face in the U.S. driveline
marketplace.

Axle needs a structural change in labor costs at its original
U.S. locations that is comparable to the agreements the UAW has
previously made with Axle's competitors in the United States
automotive supply industry.  If the UAW continues to refuse to
make realistic economic proposals, Axle will be forced to
consider closing these facilities.

Axle has no desire to close the original U.S. locations.  Axle's
preferred approach is to reach an agreement with the UAW on a
new U.S. market competitive labor cost structure for these
facilities.  If such a market competitive agreement is
accomplished, these facilities will be able to bid competitively
for new business and Axle will be able to continue investing in
these operations.

Axle has offered generous buy-outs for associates who do not
wish to continue to work for Axle subject to a competitive wage
and benefits package.  Axle has also offered to make annual buy-
down cash payments to associates who accept a competitive wage
and benefits package.  Axle's proposed buy-outs and buy-downs
will provide its associates and families a financial cushion and
soft landing during the transition to a new U.S. market
competitive labor cost structure.  These proposals are similar
to those that have been successfully used by Chrysler, Ford, GM
and Delphi in recent agreements with the UAW.

Negotiations are continuing.  Axle remains hopeful that the
International UAW will soon put forward economic and operating
proposals that will allow Axle to compete on a level playing
field with its competitors in the United States automotive
supply industry and maintain its manufacturing operations in the
original U.S. locations.

GM has about 30 facilities affected by the strike at Axle as the
supplier attempts to negotiate with the union.

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

                             About 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 Axle

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

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 7, 2008, Moody's Investors Service placed American Axle &
Manufacturing Holdings, Inc.'s Ba3 Corporate Family Rating under
review for downgrade.  In a related action, American Axle's
Speculative Grade Liquidity Rating was lowered to SGL-2 from
SGL-1.  The review will consider the potential near term
implications of the protracted work stoppage by American Axle's
UAW employees on the company's financial metrics and liquidity,
balanced against the potential long term benefits of any
eventual settlement.


ATSI COMMS: Accounts Receivable Financing Increased to US$5 Mil.
----------------------------------------------------------------
On March 26, 2008, ATSI Communications Inc. amended its Account
Transfer Agreement with Wells Fargo Business Credit, a division
of Wells Fargo Bank, N.A. to increase the maximum amount that
may be outstanding at any time from US$3,000,000 to
US$5,000,000.

Under the terms of the amended Agreement, the company may offer
to sell with recourse not less than US$350,000 nor more than
US$5,000,000 in its accounts receivable to WFBC each month until
Dec. 6, 2008, up to a maximum amount outstanding at any time of
US$5,000,000.  The company is not obligated to offer accounts in
any month and WFBC has the option to decline to purchase any
accounts.

WFBC will pay the company the face amount of each domestic
account sold less a fee of 0.0349% of the face amount for each
day after the sale until the account is collected in full.  WFBC
will pay the company the face amount of each foreign account
sold less a fee 1.02% of the face amount for the 1st day
outstanding and an additional 0.0349% of the face amount of such
account for each additional day period that an account remains
unpaid thereafter.

If any account is not collected within 90 days after sale or
WFBC determines that the account debtor is not financially able
to pay the account, the company is required to repurchase such
account from WFBC for the face amount.  

Performance of the agreement is secured by a security interest
in all of the  company's accounts receivable and certain
officers of the company have provided a limited guaranty for the
benefit of WFBC in the event of a breach of representations by
the company with respect to any account sold or the improper
receipt and retention of payments under any account by any
person.

The agreement may be terminated by the the company or WFBC upon
30 days written notice before Dec. 6, 2008, and renews
automatically for an additional one-year term if not terminated
by either party. The company is required to pay a fee in the
amount of 0.3% of the Maximum Credit Facility (US$5,000,000), or
US$15,000, if the agreement is terminated by WFBC for default or
is terminated by the company.

                    About ATSI Communications

Headquartered in San Antonio, Texas, ATSI Communications Inc.
(OTC BB: ATSX) -- http://www.atsi.net/-- operates through two  
wholly owned subsidiaries, Digerati Networks Inc. and
Telefamilia Communications Inc.

Digerati is a global VoIP carrier serving markets in Asia,
Europe, the Middle East, Latin America and Mexico.  Telefamilia
provides retail communication services to the Hispanic market in
the United States.

ATSI also owns a minority interest of a subsidiary in Mexico,
ATSI Comunicaciones S.A. de C.V., which operates under a 30-year
government issued telecommunications license.

At Jan. 31, 2008, the company's consolidated balance sheet
showed US$2,516,000 in total assets and US$2,766,000 in total
liabilities, resulting in a US$250,000 total stockholders'
deficit.

                       Going Concern Doubt

Malone & Bailey, PC, in Houston, Tex., expressed substantial
doubt about ATSI Communications Inc.'s ability to continue as a
going concern after auditing the company's consolidated
financial statements for the years ended July 31, 2007, and
2006.  The auditing firm stated that ATSI has a working capital
deficit, has suffered recurring losses from operations and has a
stockholders' deficit.


BALLY TOTAL: Discloses Plan Distribution for Former Stockholders
----------------------------------------------------------------
Bally Total Fitness Holding Corp. and its debtor-affiliates
notified the U.S. Bankruptcy Court for the Southern District of
New York that, pursuant to their First Amended Joint Prepackaged
Chapter 11 Plan of Reorganization, they were set to make an
initial distribution to holders of Class 7 Old Common Stock.

Under the interim distribution, the Debtors were to distribute
US$12,778,669 to the holders of Old Common Stock, which
corresponds to US$0.31 per share.

The Debtors may make further distributions to the Holders of Old
Common Stock upon the resolution of remaining Claims under
Section 510(b) of the Bankruptcy Code filed against their
bankruptcy estates, Andrew K. Glenn, Esq., at Kasowitz, Benson,
Torres & Freidman LLP, in New York, informed Judge Lifland.

Approximately US$3.5 million has been reserved by Bally's
disbursing agent, pending disallowance of certain outstanding
claims that were filed in Bally's chapter 11 case.  These
reserved funds may fund a second distribution to holders of Old
Common Stock, but such a distribution is subject to satisfactory
resolution of the outstanding claims.

                    About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/--  
operates fitness centers in the U.S., with over 375 facilities
located in 26 states, Mexico, Canada, Korea, China and the
Caribbean under the Bally Total Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged chapter 11 plan.  Joseph Furst, III, Esq. at Latham &
Watkins, L.L.P. represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  On Aug. 13, 2007, they filed an
Amended Joint Prepackaged Plan and on Aug. 17 filed a Modified
Amended Prepackaged Plan.

(Bally Total Fitness Bankruptcy News Issue No. 14; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000)


BERRY PLASTICS: S&P Rates US$530.6 Million Senior Notes at BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' and '1'
recovery rating to Berry Plastics Corp.'s US$530.6 million
first-priority floating-rate senior secured notes due 2015.  The
'BB-' and '1' recovery rating indicate the expectation of very
high (90%-100%) recovery in the event of a payment default.
Proceeds from the proposed notes will be used to refinance the
company's existing US$520 million first-lien bridge loan, which
was issued to fund the acquisition of Captive Plastics Inc. in
February 2008.

S&P affirmed all the ratings on Berry, including the 'B'
corporate credit rating.  The outlook is negative.  At Dec. 29,
2007, Evansville, Indiana-based Berry had total debt (adjusted
to include capitalized operating leases and unfunded
postretirement liabilities) of about US$3.4 billion.

"The rating on Berry Plastics Group Inc. and its subsidiary
Berry Plastics Corp. reflects the company's highly leveraged
financial profile and acquisition driven growth strategy, which
offsets its fair business profile with large market shares in
niche segments, a well-diversified customer base, and strong
customer relationships," said Standard & Poor's credit analyst
Liley Mehta.

Berry Plastics Inc. --  http://www.berryplastics.com/--  
manufactures and markets plastic packaging products.  Berry
Plastics products include open-top and closed top packaging,
polyethylene-based plastic films, industrial tapes, medical
specialties, packaging, heat-shrinkable coatings and specialty
laminates.  The company's 17,000-plus customers range from large
multinational corporations to small local businesses.  Based in
Evansville, Indiana, the company has 71 manufacturing facilities
worldwide and nearly 14,000 employees.  Aside from the U.S., the
company also has locations in Mexico, Canada, Italy, Belgium,
and China.


BLOCKBUSTER INC: Circuit City Bid Won't Affect S&P's Ratings Now
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Dallas-based
Blockbuster Inc.'s (B-/Negative/--) bid for Circuit City will
not have an immediate effect on the video rental company's
ratings or outlook.  Blockbuster has launched a bid to acquire
Richmond, Virginia-based Circuit City for at least US$6 per
share, or approximately US$1 billion.  The company has stated
that financing would be a combination of cash and equity.  S&P
remain concerned that the acquisition could significantly
increase Blockbuster's leverage, and it may be difficult for the
company to secure the necessary funding to consummate the
transaction.
     
Blockbuster's operations have been challenged for a number of
years due to the declining video rental industry and increased
competition for the home entertainment market.  Circuit City has
performed poorly in the consumer electronics markets, especially
against its main competitor, Best Buy Co. Inc.  S&P will
continue to monitor the ratings as additional information about
the proposed transaction becomes available.

Based in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- is a leading global     
provider of in-home movie and game entertainment, with over
7,800 stores throughout the Americas, Europe, Asia and
Australia.  The company maintains operations in Brazil, Mexico,
Denmark, Italy, Taiwan, Australia, among others.


DIOMED HOLDINGS: To Pay Hercules US$6MM from Settlement Proceeds
----------------------------------------------------------------
Hercules Technology Growth Capital Inc. will receive repayment
of principal on the company's debt financing to Diomed Holdings
Inc., which is currently in Chapter 11 reorganization.

Diomed recently announced it has entered into a settlement
agreement with AngioDynamics Inc., for the purpose of resolving
the patent infringement lawsuit between the companies originally
filed in January 2004.

As a result of the settlement over varicose vein laser treatment
technology, AngioDynamics agreed to pay US$7.0 million to
Diomed.  

Of the US$7.0 million settlement proceeds, US$6.0 million will
be used to repay the outstanding loan principal balance to
Hercules per a settlement order approved by the United States
Court of Bankruptcy for the District of Massachusetts.

"Our anticipated repayment of our outstanding loan from Diomed
demonstrates Hercules' ability to minimize risks to our
investors, even amid distressed situations," said Manuel A.
Henriquez, co-founder, chairman and chief executive officer of
Hercules.

Additionally, Vascular Solutions Inc., said on April 9, 2008,
that it has entered into a separate settlement agreement with
Diomed for the purpose of resolving the patent infringement
lawsuit between the companies.  Pursuant to the settlement
agreement, all claims and appeals by each side will be dismissed
following a one-time payment of US$3.6 million from Vascular
Solutions to Diomed.

As reported in the Troubled Company Reporter on April 14, 2008,
Diomed Holdings entered into an asset purchase agreement with
AngioDynamics Inc. for the sale of Diomed's U.S. operations for
a cash purchase price of US$8 million.

The assets subject to the Agreement exclude the proceeds of
Diomed's settlement of its patent litigation with AngioDynamics,
under which AngioDynamics agreed to pay US$7 million, and the
proceeds of Diomed's anticipated US$3.6 million settlement with
Vascular, pending bankruptcy court approval, as well as certain
patents.

                       About AngioDynamics

AngioDynamics Inc. (NASDAQ: ANGO) --
http://www.angiodynamics.com/-- is a provider of medical  
devices used in minimally invasive, image-guided procedures to
treat peripheral vascular disease (PVD). The Company designs,
develops, manufactures and markets a line of therapeutic and
diagnostic devices that enable interventional physicians
(interventional radiologists, vascular surgeons and others) to
treat PVD and other non-coronary diseases. Its product lines
consist primarily of angiographic products and accessories,
dialysis products, vascular access products, venous products,
thrombolytic products, percutaneous transluminal angioplasty
(PTA) products and drainage products. During the fiscal year
ended June 3, 2006, 4.1% of the Company's net sales were in non-
United States markets. In January 2007, the Company completed
the acquisition of RITA Medical Systems, Inc.

                     About Vascular Solutions

Vascular Solutions Inc. (NASDAQ: VASC) --
http://www.vascularsolutions.com/-- is a medical device company  
focused on bringing clinically advanced solutions to
interventional cardiologists and interventional radiologists
worldwide.  The company's product lines consist of hemostat
(blood clotting) products, consisting of the D-Stat Dry
hemostat, a topical thrombin-based pad with a bandage used to
control surface bleeding, and the D-Stat Flowable, a thick yet
flowable thrombin-based mixture for preventing bleeding in
subcutaneous pockets; extraction catheters, principally
consisting of the Pronto extraction catheter, a mechanical
system for the removal of soft thrombus from arteries; Vein
products, principally consisting of the Vari-Lase endovenous
laser, a laser and procedure kit used for the treatment of
varicose veins; specialty catheters, consisting of a variety of
catheters for clinical uses, including the Langston dual lumen
catheters, Twin-Pass dual access catheter and Skyway support
catheters, and access product.

                    About Hercules Technology

Hercules Technology Growth Capital Inc. (NASDAQ: HTGC) --
http://www.herculestech.com/-- or -- http://www.htgc.com/-- is  
a specialty finance company that provides debt and equity growth
capital to technology related and life sciences companies at all
stages of development.  It primarily finances privately-held
companies backed by major venture capital and private equity
firms and also may finance certain select publicly-traded
companies that lack access to public capital or are sensitive to
equity ownership dilution.  Hercules invests primarily in
structured mezzanine debt and, to a lesser extent, in senior
debt and equity.  Its structured mezzanine debt investments will
be secured by some or all of the assets of the portfolio
company.

                      About Diomed Holdings

Headquartered in Andover, Massachusetts, Diomed Holdings Inc.  
-- http://www.diomedinc.com/-- develops and commercializes  
minimally invasive medical procedures that employ its laser
technologies and associated disposable products.  They offer
endovenous laser treatment, a minimally invasive laser procedure
for the treatment of varicose veins caused by greater saphenous
vein reflux.  They also develop and market lasers and disposable
products for photodynamic therapy cancer procedures; and
products for other clinical applications, including dental and
general surgical procedures.  In addition, they provide
customers with physician training and practice development
support.  They serve hospitals, private physician practices, and
clinics, as well as focus on specialists in vascular surgery,
interventional radiology, general surgery, phlebology,
interventional cardiology, gynecology, and dermatology.  They
sell their products through a direct sales force, and a network
of distributors in the EU, Latin America and Mexico, the UK, the
US, Japan, Australia, South Korea, the Peoples' Republic of
China, and Canada.

The company and its debtor-affiliate Diomed Inc. filed for
Chapter 11 protection on March 14, 2008 (Bankr. D. Mass. Case
Nos. 08-40750 and 08-40749).  Douglas R. Gooding, Esq., at
Choate, Hall & Stewart, in Boston, Massachusetts, represents the
Debtors.  When the Debtors filed for protection from their
creditors, they listed assets and debts between US$10 million
and US$50 million.


FRONTIER AIRLINES: Files Voluntary Chapter 11 Protection in NY
--------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 in U.S.
Bankruptcy Court for the Southern District of New York.

Frontier is the third airline that went belly up this month
after ATA Airlines Inc. ceased operations and filed for chapter
11 protection on April 2 and Skybus Airlines Inc. tumbled into
bankruptcy on April 5.  Aloha Airlines also commenced bankruptcy
proceedings in March.  

Frontier disclosed that the decision came after an unexpected
attempt by its principal credit card processor to substantially
increase a "holdback" of customer receipts, which threatened to
severely impact Frontier's liquidity.

Frontier intends to continue normal business operations
throughout its reorganization process.  Specifically, it expects
to continue to:

  -- operate its full schedule of flights;
    
  -- honor tickets and reservations and provide refunds and
     exchanges as usual;
    
  -- maintain its EarlyReturns frequent flyer program and other
     award-winning customer service programs;
    
  -- provide employee wages, healthcare coverage, vacation, sick
     leave and similar benefits without interruption; and,
    
  -- pay suppliers for goods and services received during the
     reorganization process.

"Frontier is committed to delivering exceptional customer
service and we intend to continue delivering on that promise
with normal operations throughout our reorganization process,"
Sean Menke, Frontier president and CEO, said.  "To be clear, we
filed for very different reasons than those of other recent
carriers, and our customers and employees can be confident that
we intend to keep on flying and providing outstanding service
and products.

"Given the recent progress we have made towards strengthening
our balance sheet and obtaining additional financing, it is
truly unfortunate that we have had to take this action," Mr.
Menke said.  "We felt that Frontier would be able to withstand
the challenges confronting the U.S. airline industry, which
include unprecedented and significant increases in the cost of
jet fuel and the impact of the credit crisis in the financial
markets, without seeking bankruptcy protection."

"Frontier has continued to perform relatively well in this
difficult environment, and contrary to the trend, we have not
seen a decrease in consumer demand, as demonstrated by our
record traffic and revenue in March," Mr. Menke added.  
"Unfortunately, our principal credit card processor, very
recently and unexpectedly informed us that, beginning on April
11, it intended to start withholding significant proceeds
received from the sale of Frontier tickets."

"This change in established practices would have represented a
material change to our cash forecasts and business plan," said
Mr. Menke.  "Unchecked, it would have put severe restraints on
Frontier's liquidity and would have made it impossible for us to
continue normal operations.  The automatic stay provision of the
bankruptcy code prohibits the credit card processor from
increasing its holdback, and we are prepared to litigate this
issue if necessary.

"By filing for Chapter 11, we will now have the time and legal
protection necessary to obtain additional financing and enhance
our liquidity," Mr. Menke concluded.  "Fortunately, we believe
that we currently have adequate cash on hand to meet our
operating needs while we take steps to further strengthen our
company."

Frontier filed motions with the Court seeking interim relief
that will ensure the company's continued ability to conduct
normal operations, including the ability to:

  -- Provide employee wages, healthcare coverage, vacation, sick
     leave and similar benefits without interruption.
    
  -- Honor pre-petition obligations to customers and continue
     customer programs including its EarlyReturns frequent-flyer
     program.
    
  -- Pay for fuel under existing fuel supply contracts, and
     honor existing fuel supply, distribution and storage
     agreements.
    
  -- Assume contracts relating to interline agreements with
     other airlines.
    
  -- Pay pre-petition obligations to foreign vendors, foreign
     service providers and foreign governments.
    
  -- Continue maintenance of existing bank accounts and existing
     cash management systems.
    
  -- Use its existing cash on hand to fund post-petition
     obligations.

Frontier's principal bankruptcy counsel is Davis Polk &
Wardwell.
    
Frontier's Court filings and claims information are available at  
http://Chapter11.epiqsystems.com/frontier.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation  
for passengers and freight.  They operate jet service carriers
linking their Denver, Colorado hub to 46 cities coast-to-coast,
8 cities in Mexico, and 1 city in Canada, as well as provide
service from other non-hub cities, including service from 10
non-hub cities to Mexico and one in Costa Rica.  As of May 18,
2007, they operated 59 jets, including 49 Airbus A319s and 10
Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk &
Wardwell represent the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is Debtors' Conflicts Counsel, Faegre &
Benson LLP is the Debtors' Special Counsel, Epiq Bankruptcy LLC
is Debtors' Notice & Claims Agent and Kekst and Company is the
Debtors' Communications Advisors.  Frontier Airlines Holdings
Inc. and its subsidiaries' financial condition as of Dec. 31,
2007, showed total assets of US$1,126,748,000 and total debts of
US$933,176,000.


FRONTIER AIRLINES: Case Summary & 60 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Frontier Airlines, Inc.
             7001 Tower Road
             Denver, CO 80249

Bankruptcy Case No.: 08-11297

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Frontier Airlines Holdings, Inc.           08-11298
        Lynx Aviation, Inc.                        08-11299

Type of Business: The Debtors provide air transportation for
                  passengers and freight.  They operate jet
                  service carriers linking their Denver,
                  Colorado hub to 46 cities coast-to-coast, 8
                  cities in Mexico, and 1 city in Canada, as
well
                  as provide service from other non-hub cities,
                  including service from 10 non-hub cities to
                  Mexico.  As of May 18, 2007 they operated 59
                  jets, including 49 Airbus A319s and 10 Airbus
                  A318s.  See http://www.frontierairlines.com

Chapter 11 Petition Date: April 10, 2008

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Hugh R. McCullough, Esq.
                     (hugh.mccullough@dpw.com)
                  Davis Polk & Wardwell
                  450 Lexington Avenue
                  New York, NY 10017
                  Tel: (212) 450-4536
                  Fax: (212) 450-3536
                  http://www.dpw.com/

Debtors'
Conflicts Counsel:  Togul, Segal & Segal, LLP

Debtors'
Special Counsel:    Faegre & Benson LLP

Debtors' Notice &
Claims Agent:       Epiq Bankruptcy LLC

Debtors'
Communications
Advisors:           Kekst and Company

Frontier Airlines Holdings, Inc., and Subsidiaries' financial
condition as of December 31, 2007:

Total Assets: US$1,126,748,000

Total Debts:  US$933,176,000

A. Frontier Airlines, Inc.'s 30 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Wells Fargo                    US$93,491,209

Treasurer City & County of     US$2,408,887
Denver

Total Petrochemicals, Inc.     US$2,366,875

Airport Revenue Fund           US$1,817,920

World Fuel Services, Inc.-     US$1,557,139
Wire

Servisair USA, Inc.            US$998,063

BE Aerospace, Inc.             US$758,647

Sabre, Inc.                    US$697,558

Morgan Stanley Capital Group,  US$662,655
Inc.

Gallileo International         US$613,523

Airbus Services                US$337,636

Pinnacol Assurance             US$312,669

LIEBHERR                       US$249,817

TRAX USA Corp.                 US$244,756

Contego Systems, LLC           US$232,708

BF Goodrich                    US$220,229
                                           
Thales Avionics, Inc.          US$183,436

City of Houston                US$177,490

Metropolitan Trustee           US$164,955

Vedder Price, PC               US$151,500

Civil Aviation Training        US$149,102
Solutions

ASIG                           US$139,599

SAN San Diego-Lindbergh        US$123,401
International Airport

G&K Services Lug, LLC          US$122,190

LaGuardia Airport              US$117,373

Tug Technologies Corp.         US$115,153

KPMG, LLP                      US$115,000

Michael Lewis Co.              US$111,106

Deloitte Consulting LLP        US$108,748

Vancouver International        US$106,769
Airport Authority

B. Frontier Airlines Holdings, Inc.'s 30 Largest Unsecured
Creditors:

   Entity                      Claim Amount
   ------                      ------------
Wells Fargo                    US$93,491,209

Treasurer City & County of     US$2,408,887
Denver

Total Petrochemicals, Inc.     US$2,366,875

Airport Revenue Fund           US$1,817,920

World Fuel Services, Inc.-     US$1,557,139
Wire

Servisair USA, Inc.            US$998,063

BE Aerospace, Inc.             US$758,647

Sabre, Inc.                    US$697,558

Morgan Stanley Capital Group,  US$662,655
Inc.

Gallileo International         US$613,523

Airbus Services                US$337,636

Pinnacol Assurance             US$312,669

LIEBHERR                       US$249,817

TRAX USA Corp.                 US$244,756

Contego Systems, LLC           US$232,708

BF Goodrich                    US$220,229
                                           
Thales Avionics, Inc.          US$183,436

City of Houston                US$177,490

Metropolitan Trustee           US$164,955

Vedder Price, PC               US$151,500

Civil Aviation Training        US$149,102
Solutions

ASIG                           US$139,599

SAN San Diego-Lindbergh        US$123,401
International Airport

G&K Services Lug, LLC          US$122,190

LaGuardia Airport              US$117,373

Tug Technologies Corp.         US$115,153

KPMG, LLP                      US$115,000

Michael Lewis Co.              US$111,106

Deloitte Consulting LLP        US$108,748

Vancouver International        US$106,769
Airport Authority

C. Lynx Aviation, Inc.'s 30 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Wells Fargo                    US$93,491,209

Treasurer City & County of     US$2,408,887
Denver

Total Petrochemicals, Inc.     US$2,366,875

Airport Revenue Fund           US$1,817,920

World Fuel Services, Inc.-     US$1,557,139
Wire

Servisair USA, Inc.            US$998,063

BE Aerospace, Inc.             US$758,647

Sabre, Inc.                    US$697,558

Morgan Stanley Capital Group,  US$662,655
Inc.

Gallileo International         US$613,523

Airbus Services                US$337,636

Pinnacol Assurance             US$312,669

LIEBHERR                       US$249,817

TRAX USA Corp.                 US$244,756

Contego Systems, LLC           US$232,708

BF Goodrich                    US$220,229
                                           
Thales Avionics, Inc.          US$183,436

City of Houston                US$177,490

Metropolitan Trustee           US$164,955

Vedder Price, PC               US$151,500

Civil Aviation Training        US$149,102
Solutions

ASIG                           US$139,599

SAN San Diego-Lindbergh        US$123,401
International Airport

G&K Services Lug, LLC          US$122,190

LaGuardia Airport              US$117,373

Tug Technologies Corp.         US$115,153

KPMG, LLP                      US$115,000

Michael Lewis Co.              US$111,106

Deloitte Consulting LLP        US$108,748

Vancouver International        US$106,769
Airport Authority


FRONTIER AIRLINES: Obtains Court Approval on First Day Motions
--------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York has approved the "first day
motions"
that Frontier Airlines Holdings Inc. and its subsidiaries
submitted as part of their voluntary filing for reorganization
under Chapter 11 of the U.S. Bankruptcy Code.  

Approval of these critical motions helps to ensure Frontier's
ability to conduct normal business operations during the
reorganization.

"We are grateful that Judge Drain granted the critical first day
motions that will enable Frontier to continue normal
operations,"
Sean Menke, Frontier president and CEO, said.  "Importantly, the
aviation professionals of Frontier are focused -- and will be
throughout the Chapter 11 process -- on delivering exceptional
customer service.  Our reorganization is off to a smooth start
and
we look forward to taking important steps to further strengthen
our company."

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation  
for passengers and freight.  They operate jet service carriers
linking their Denver, Colorado hub to 46 cities coast-to-coast,
8 cities in Mexico, and 1 city in Canada, as well as provide
service from other non-hub cities, including service from 10
non-hub cities to Mexico and one in Costa Rica.  As of May 18,
2007, they operated 59 jets, including 49 Airbus A319s and 10
Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk &
Wardwell represent the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is Debtors' Conflicts Counsel, Faegre &
Benson LLP is the Debtors' Special Counsel, Epiq Bankruptcy LLC
is Debtors' Notice & Claims Agent and Kekst and Company is the
Debtors' Communications Advisors.  Frontier Airlines Holdings
Inc. and its subsidiaries' financial condition as of Dec. 31,
2007, showed total assets of US$1,126,748,000 and total debts of
US$933,176,000.


FRONTIER AIRLINES: Bankruptcy Filing Cues Securities Delisting
--------------------------------------------------------------
Frontier Airlines Inc. received a Staff Determination Letter
from The Nasdaq Stock Market indicating that, as a result of the
company's filing for protection under Chapter 11 of the U.S.
Bankruptcy Code, Nasdaq has determined that the company's
securities will be delisted from Nasdaq in accordance with the
discretionary authority granted to Nasdaq under Marketplace
Rules 4300, 4450(f) and IM-4300.
    
The company does not intend to appeal this determination, and,
as a result, trading of the company's common stock will be
suspended at the opening of business on April 22, 2008, and a
Form 25-NSE will be filed with the Securities Exchange
Commission to remove the company's securities from listing and
registration on Nasdaq.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation  
for passengers and freight.  They operate jet service carriers
linking their Denver, Colorado hub to 46 cities coast-to-coast,
8 cities in Mexico, and 1 city in Canada, as well as provide
service from other non-hub cities, including service from 10
non-hub cities to Mexico and one in Costa Rica.  As of May 18,
2007, they operated 59 jets, including 49 Airbus A319s and 10
Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk &
Wardwell represent the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is Debtors' Conflicts Counsel, Faegre &
Benson LLP is the Debtors' Special Counsel, Epiq Bankruptcy LLC
is Debtors' Notice & Claims Agent and Kekst and Company is the
Debtors' Communications Advisors.  Frontier Airlines Holdings
Inc. and its subsidiaries' financial condition as of Dec. 31,
2007, showed total assets of US$1,126,748,000 and total debts of
US$933,176,000.


GENERAL MOTORS: Reopens Two Plants Supplied by Axle in Mexico
-------------------------------------------------------------
General Motors Corp. is reopening two assembly factories within
April with axles supplied by American Axle & Manufacturing
Holdings Inc.'s plant in Guanajuato, Mexico, according to David
Barkholz and Robert Sherefkin of Crain News Service citing
Automotive News sources.

GM continued manufacturing Chevrolet Silverados and GMC Sierras
in its plant in Fort Wayne, Indiana, last week, and plans to
resume pickup production in a plant in Oshawa, Ontario, on April
21, 2008.

As reported in the Troubled Company Reporter on April 14, 2008,
the strike called by the United Auto Workers union at Axle's
original U.S. locations continues into its 47th day.  
Approximately 3,650 associates are represented by the UAW at
five facilities in Michigan and New York.

With the objective of reaching a compromise agreement, Axle
requested the Federal Mediator assigned by the Federal Mediation
& Conciliation Service to assist in the company's ongoing
negotiations with the UAW.  Axle had hoped that the involvement
of an impartial third party at the bargaining table could assist
both sides.  The UAW refused to allow the Federal Mediator to
help the parties reach agreement.  Axle was disappointed in the
UAW's decision.

"While the UAW had conversations with a representative of the
Federal Mediation and Conciliation Service, it was concluded
that a mediator could add little to the process at this
juncture; in fact, it would place the mediator in a no-win
situation," UAW President Ron Gettelfinger said.  "Throughout
these negotiations, the UAW has repeatedly offered responsible
proposals and counter-proposals to Axle in an attempt to bring a
conclusion to bargaining."

As reported in the Troubled Company Reporter on April 11, 2008,
negotiators representing AAM and the UAW met at the bargaining
table for the first time in over three weeks on April 9, 2008.  
At this meeting, the UAW presented a new economic proposal to
Axle.

Although it was a slight improvement from the UAW's previous
bargaining positions, the all-in labor cost proposed by the UAW
is still approximately 200% of the market rate of Axle's
competitors in the United States automotive supply industry.

Axle expressed disappointment over the UAW's failure to make
proposals that address the competitive reality Axle and its UAW-
represented associates jointly face in the U.S. driveline
marketplace.

Axle needs a structural change in labor costs at its original
U.S. locations that is comparable to the agreements the UAW has
previously made with Axle's competitors in the United States
automotive supply industry.  If the UAW continues to refuse to
make realistic economic proposals, Axle will be forced to
consider closing these facilities.

Axle has no desire to close the original U.S. locations.  Axle's
preferred approach is to reach an agreement with the UAW on a
new U.S. market competitive labor cost structure for these
facilities.  If such a market competitive agreement is
accomplished, these facilities will be able to bid competitively
for new business and Axle will be able to continue investing in
these operations.

Axle has offered generous buy-outs for associates who do not
wish to continue to work for Axle subject to a competitive wage
and benefits package.  Axle has also offered to make annual buy-
down cash payments to associates who accept a competitive wage
and benefits package.  Axle's proposed buy-outs and buy-downs
will provide its associates and families a financial cushion and
soft landing during the transition to a new U.S. market
competitive labor cost structure.  These proposals are similar
to those that have been successfully used by Chrysler, Ford, GM
and Delphi in recent agreements with the UAW.

Negotiations are continuing.  Axle remains hopeful that the
International UAW will soon put forward economic and operating
proposals that will allow Axle to compete on a level playing
field with its competitors in the United States automotive
supply industry and maintain its manufacturing operations in the
original U.S. locations.

GM has about 30 facilities affected by the strike at Axle as the
supplier attempts to negotiate with the union.

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

                            About Axle

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

                            About 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-Latin America on
March 20, 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-Latin America 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-Latin America 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-Latin America 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.


MOVIE GALLERY: Files Additional Supplements to 2nd Amended Plan
---------------------------------------------------------------
In addition to previously filed supplements to their Chapter 11
Plan of Reorganization, Movie Gallery Inc. and its debtor-
affiliates delivered additional supplementary documents to the
U.S. Bankruptcy Court for the Eastern District of Virginia prior
to the confirmation hearing.

These documents include:

  * a copy of the Amended Non-Released Parties that reflect
    these entities:

      -- Boards, Inc. and any Affiliates;

      -- Boards Video Company, LLC and any Affiliates; and

      -- Mark J. Wattles and any relative, as defined in
         Section 101(45) of the Bankruptcy Code; and

  * a copy of the Registration Rights Agreement, which provides
    among others, that after the effective date of the Plan, the
    holders of a majority of the Registrable Securities then
    outstanding may request registration under the Securities
    Act with respect to up to three Long-Form Registrations and
    an unlimited number of registrations.

    A full-text copy of the Registration Rights Agreement is
    available at no charge at:

              http://researcharchives.com/t/s?2a8e

  * the Warrant Agreement, a full-text copy of which is
    available for free at:

              http://researcharchives.com/t/s?2a8f
  
  * the Exit Facility, a full-text copy of which is available
    for free at:  

              http://researcharchives.com/t/s?2a90

  * the Seasonal Overadvance Facility, a full-text copy of which
    is available for free at:

              http://researcharchives.com/t/s?2a91

  * a revised form of the Amended And Restated First Lien Credit  
    Agreement, a full-text copy of which is available for free
    at:  

              http://researcharchives.com/t/s?2a92

  * a revised form of the Amended and Restated Second Lien
    Credit Agreement,a full-text copy of which is available for
    free at:  

               http://researcharchives.com/t/s?2a93

  * the New Organizational Documents for Reorganized Debtor MG
    Real Estate, a full-text copy of which is available for free
    at:

               http://researcharchives.com/t/s?2a94

  * the Litigation Trust Agreement, a full-text copy of which is
    available for free at:

               http://researcharchives.com/t/s?2a95

  * the Plan Administrator Agreement, a full-text copy of which
    is available for free at:

               http://researcharchives.com/t/s?2a96

  * the Revised Schedule of Executory Contracts and Unexpired
    Leases, a full-text copy of which is available for free at:

               http://researcharchives.com/t/s?2a97

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment  
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.  
The company has operations in Mexico.

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

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

The Debtors' spokeswoman Meaghan Repko said that the company
does not expect to exit bankruptcy protection before the second
quarter of 2008.  The Court confirmed the Debtors' Second
Amended Chapter 11 Plan of Reorganization on April 9, 2008.  
(Movie Gallery Bankruptcy News Issue No. 24; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000)


MOVIE GALLERY: Assumes More Leases to Appease Landlords
-------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates entered into more
stipulations resolving objections filed by certain Landlords
with regard to the confirmation of the Debtors' Chapter 11 Plan.

Pursuant to the Stipulations, the Debtors, as of the effective
date of the Plan, will assume their Leases with:

   * EVP I, LLC, located at 1134 B S Clearview Parkway in
     Harahan, Louisiana.  

   * Macerich Company, et al., for:

     Store No.   Address                
     ---------   -------
      005725     4447 Candlewood Street, in Lakewood, CA
      046736     3925 Jefferson Davis Highway, in Alexandria, VA
      005829     100 East Compton Boulevard, in Compton, CA
      005653     7221 Van Nuys Blvd, Suite B2, in Van Nuys, CA
      005583     3105 El Cajon Boulevard, in San Diego, CA
      005408     1492 Fitzgerald Drive, in Pinole, CA
      005768     32160 Dyer Street, Union City, CA
      005538     3501 McHenry Avenue, Building K, in Modesto, CA
      005641     8610 Firestone Boulevard, in Downey, CA
      003956     6350 South McClintock Drive, in Tempe, AZ
      005411     2200 West Beverly Boulevard, in Montebello, CA
      203690     421 Village Drive, in Prestonsburg, KY

   * WRI/TEXLA, LLC and Weingarten Realty Investors, et al. for
     Store Nos. 18506, 043616, 043350, 005526, 006721, 047245,
     047220, 043323, 003402, 010517, 005892, 005961, 004734,
     043619, 009684, 009411, 200163, 051756, 032629, 032833,
     032612.

As a result, the Landlords have withdrawn their objections to
the confirmation of the Plan, with prejudice.

The stipulations are deemed approved upon entry of the
confirmation order.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment  
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.  
The company has operations in Mexico.

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

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

The Debtors' spokeswoman Meaghan Repko said that the company
does not expect to exit bankruptcy protection before the second
quarter of 2008.  The Court confirmed the Debtors' Second
Amended Chapter 11 Plan of Reorganization on April 9, 2008.  
(Movie Gallery Bankruptcy News Issue No. 24; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000)


MOVIE GALLERY: Rejects 320+ Leases Including Hollywood Stores
-------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates notified parties-
in-interest that they will reject around 320 leases nationwide.

The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for
the Eastern District of Virginia directed the Debtors to notify
the landlords and parties-in-interest of any lease abandonment
to allow third parties to retrieve any property deemed for
abandonment prior to the effective dates of lease rejection.

The Debtors related that they generally evaluated the designated
leases, on an individual basis, using current and projected
financial and qualitative data to determine the expected
profitability of the Debtors' store locations under each Lease.

To increase the likelihood that a store location under a lease
could be profitable, the Debtors generally attempted to
negotiate
rent concessions with counterparties to the leases; however, the
financial performance under these leases remained either
unprofitable or was projected to be unprofitable in the future.

The Debtors explained that, as of the effective dates of
rejection, they are deemed to have abandoned any furniture,
fixtures, equipment, inventory and other personal property to
the leases without any administrative expense liability to their
landlords for rental charges or occupancy of the leased
premises.

The landlords may, in their sole discretion and without further
notice, dispose of any abandoned property without liability to
the Debtors or any third party claiming any interest to the
property.  To the extent applicable, the automatic stay is
modified to allow the disposition.

Pursuant to the Debtors' Court-approved procedures for rejecting
executory contracts and unexpired leases, the Debtors sent
notices to interested parties that 94 leases of Movie Gallery
US, LLC stores and 83 leases of Hollywood Video stores.

A complete schedule of these 177 leases for rejection is
available
for free at:

              http://researcharchives.com/t/s?2a99

In addition, Judge Tice authorized the Debtors to reject 242
unexpired non-residential real property leases, a complete
schedule of which is available for free at:

              http://researcharchives.com/t/s?2a9a

The Debtors also obtained the Court's authority to reject the
following leases:

                                                    Rejection
  Lessor/Sublessor          Store Address              Date
  ----------------          -------------           ---------
  CVS EGL Hwy 190           3310 Highway 190         03/28/08
  Mandeville LA, Inc.,      Mandeville, Louisiana       
  CVS Pharmacy, Inc.

  Fruitvale Station LLC     3070 East 9th Street,    03/26/08
                            Suite A
                            Oakland, California                       

  Mala, LLC                 891 NE Street            03/27/08
                            Homestead, Florida           

Counterparties and lessors under the rejected leases must file
claims arising from rejection damages by the later of:

   (a) 30 days after the entry of the Rejection Order; and
   (b) 30 days after the Effective Date of Lease rejection.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment  
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.  
The company has operations in Mexico.

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

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

The Debtors' spokeswoman Meaghan Repko said that the company
does not expect to exit bankruptcy protection before the second
quarter of 2008.  The Court confirmed the Debtors' Second
Amended Chapter 11 Plan of Reorganization on April 9, 2008.  
(Movie Gallery Bankruptcy News Issue No. 24; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000)


REMY WORLDWIDE: Court Sets Hearing to Close Case on April 23
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing, on April 23, 2008, to consider the request of
Remy Worldwide Holdings Inc. for a final decree closing its
Chapter 11 case.

Douglas P. Bartner, Esq., at Shearman & Sterling LLP, in New
York, relates that as contemplated and required by the Plan and
the Confirmation Order, all documents and agreements necessary
to
implement and complete the Plan have been executed.  "After the
Effective Date, the Reorganized Debtors substantially
consummated
the Plan, and substantial distributions thereunder have been
made," he says.

On Dec. 20, 2007, all of the Chapter 11 case of each Debtor
other than Remy Worldwide Holdings Inc. were closed.  Mr.
Bartner
relates that Remy International's estate has been "fully
administered" and the Plan has been substantially consummated.  
He notes:

   -- the Confirmation Order has become final and the Effective
      Date of the Plan has occurred;

   -- there are no deposit requirements in the Plan;

   -- the property required to be transferred under the Plan has
      been substantially transferred in that all anticipated
      distributions have been made;

   -- to the extent required, Remy International has assumed the
      management of the property dealt with by the Plan; and

   -- Remy International has no remaining motions, contested
      matters, or pending adversary proceedings by or against
      them before the Court.

Remy Worldwide filed a final report for its case pursuant to
Local Rule 5009-1(c).  On or before April 30, Remy Worldwide
will: (i) complete all remaining quarterly reports, and (ii) pay
all quarterly fees due and owing to the U.S. Trustee.

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as
a holding company of all the outstanding capital stock of Remy
International Inc.  Remy International --
http://www.remyinc.com/-- manufactures, remanufactures and  
distributes Delco Remy brand heavy-duty systems and Remy brand
starters and alternators, locomotive products and hybrid power
technology.  The company also provides a worldwide component
core-exchange service for automobiles, light trucks, medium and
heavy-duty trucks and other heavy-duty, off-road and industrial
applications.  Remy has operations in the United Kingdom, Mexico
and Korea, among others.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to
07-11509).  Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and
Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent
the Debtors' in their restructuring efforts.  Pauline K. Morgan,
Esq., Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young
Conaway Stargatt & Taylor, LLP, serve as co-counsels to the
Debtors.  The Debtors' claims agent is Kurtzman Carson
Consultants LLC and their restructuring advisor is AlixPartners,
LLC.   Greenbert Traurig, LLP is the Debtors' special corporate
advisory and litigation counsel, and Ernst & Young LLP their
accountant, auditor and tax services provider.

The Debtors obtained confirmation from the Court of a Joint
Prepackaged Plan of Reorganization on Nov. 20, and the Plan
became effective December 5, 2007.

(Remy Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)  



===========
P A N A M A
===========

CABLE & WIRELESS: Non-Dominance Request Cues OUR Market Study
-------------------------------------------------------------
Business News Americas reports that Cable & Wireless Plc's
request for a declaration of non-dominance in the market has
resulted Jamaica's Office of Utilities Regulation to inform
tenders for a consultancy contract to carry out a survey of
local fixed telephony and international outgoing calls.

According to the report, OUR had declared C&W dominant in August
2003.

OUR in a press release said, "The market survey is expected to
provide critical statistical data on consumers' behavior as well
as the market conditions in which carriers and service providers
operate within the markets for telecommunications services in
Jamaica."

The contract is to last seven weeks.  Interested firms must
submit proposals to OUR by 3:00 p.m. local time on April 30, the
report says.

Headquartered in London, Cable & Wireless Plc
-- http://www.cw.com/new/-- operates through two standalone
business units -- International and Europe, Asia & US.  The
International business unit operates integrated
telecommunications companies in 33 countries offering mobile,
broadband, domestic and international fixed line services to
residential and business customers, with principal operations in
the Caribbean, Panama, Macau, Monaco and the Channel Islands.  
The Europe, Asia & U.S. business unit provides enterprise and
carrier solutions to the largest users of telecoms services
across the U.K., U.S., continental Europe and Asia -- and
wholesale broadband services in the U.K.

                        *     *     *

As of Feb. 12, 2008, Cable & Wireless Plc carried a Ba3 long-
term corporate family rating, a B1 senior unsecured debt rating
and a Ba3 probability of default rating from Moody's Investors
Service, which said the outlook is stable.

The company also carries a BB- long-term local and foreign
issuer credit ratings from Standard & Poor's Ratings Services,
which said the outlook is stable.  S&P rates its short-term
local and foreign issuer credit at B.



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

DORAL FINANCIAL: R. Quinlan Hired as Director; O. Uziel Resigns
---------------------------------------------------------------
Doral Financial Corp. said in a regulatory filing with the U.S.
Securities and Exchange Commission that Ori Uziel, on April 8,
2008, resigned from the company's board of directors.  The  
company further disclosed that its board has appointed Raymond
J. Quinlan to serve as a director of the company, effective the
same day.

Mr. Quinlan has been a financial management consultant since
2007.  Previously, Mr. Quinlan held various positions with
Citigroup, including Chairman & CEO, Retail Distribution North
America (2005-2007), Managing Director of M & A Execution (2002-
2005) and CEO, International Cards Division (2000-2002).

For his services as a Director, Mr. Quinlan will be entitled to
receive an annual retainer fee of US$50,000, payable in
quarterly installments of US$12,500, plus US$3,500 for each
board and committee meeting attended, subject to a maximum
attendance fee of US$25,000.  In addition, the company will
reimburse Mr. Quinlan for all reasonable travel expenses
incurred in connection with his attendance at meetings.  

Mr. Quinlan will also be entitled to receive a one-time grant of
options to purchase 20,000 shares of the company’s common stock,
vesting ratably over five years, at a purchase price equal to
the fair market value of the company’s common stock on the date
of grant.  In addition, Mr. Quinlan will be entitled to receive
an annual grant of 2,000 shares of restricted stock, which will
vest one year from the date of grant.  The grant of stock
options and restricted shares are subject to the approval of the
company’s 2008 Stock Incentive Plan at the annual meeting of
stockholders scheduled for May 7, 2008.

Based in New York City, Doral Financial Corp. (NYSE: DRL)
-- http://www.doralfinancial.com/-- is a diversified financial
services company engaged in mortgage banking, banking,
investment banking activities, institutional securities and
insurance agency operations.  Its activities are principally
conducted in Puerto Rico and in the New York City metropolitan
area.  Doral is the parent company of Doral Bank, a Puerto Rico
based commercial bank; Doral Securities, a Puerto Rico based
investment banking and institutional brokerage firm; Doral
Insurance Agency Inc. and Doral Bank FSB, a federal savings bank
based in New York City.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 3, 2008, Standard & Poor's Ratings Services raised its
long-term counterparty credit rating on Doral Financial Corp. to
'B+' from 'B' and removed it from CreditWatch Positive, where it
had been placed July 20, 2007.  S&P said the outlook is stable.



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

HARVEST NATURAL: Taps Patrick Oenbring as VP-Western Operations
---------------------------------------------------------------
Harvest Natural Resources, Inc. has elected Patrick R. Oenbring
as Vice President of Western Operations effective immediately.

Harvest President and Chief Executive Officer, James A.
Edmiston, said, "It is my pleasure to announce that Pat Oenbring
has joined Harvest as Vice President, Western Operations.  Pat's
wealth of North American and international upstream oil and gas
business experience will benefit Harvest as we continue to
expand our growth and diversification efforts."

Mr. Oenbring's most recent assignment was Chief Operating
Officer for Cygnus Oil and Gas Company.  He has 34 years of
experience in the oil and gas business in both technical and
management positions.  He began his career with Conoco in 1974
as a process engineer and quickly progressed to project manager
responsible for the design, construction, installation and
startup of facilities on the North Slope of Alaska, the Gulf of
Mexico, the North Sea, the Middle East, and the Far East.  After
serving as Executive Assistant to the Executive Vice President
of International Production and as Operations Coordinator for
Offshore and Frontier during 1987 to 1989, Mr. Oenbring became
the Engineering Manager for Conoco's offshore New Orleans
Division.

In 1991, Mr. Oenbring was named Vice President, Business
Development and Production, of Conoco Canada Ltd., where he was
responsible for all production operations and business
development activities, strategy development and implementation,
oil and gas marketing, property acquisitions and divestitures,
budgeting and financial accounting, and land administration.

In 1995, Mr. Oenbring was Manager of Infrastructure Technology
for Conoco's central engineering and construction organization
and became Manager of Conoco Energy Nigeria in 1996.

Mr. Oenbring joined Occidental Petroleum Corporation in 1997, as
President and General Manager, Occidental Petroleum of Qatar.  
He also assumed overall management responsibility for
Occidental's non-operated interests in Yemen and Pakistan.  
Following Occidental Petroleum's acquisition of Altura Energy
Ltd. in 2000, he returned to the United States as President and
General Manager, Occidental Permian.  He managed the due
diligence preparation, the transition and integration of the
Altura Energy staff and properties into Occidental, and managed
a three-fold increase in drilling activity.  In 2003, Mr.
Oenbring retired from Occidental Petroleum and became an
independent consultant to the oil and gas industry, serving
diverse clients in West Texas, Colombia, India, and Houston.  In
2005, he joined Technip Offshore Inc. as a senior project
manager, responsible for a large front end engineering design
project offshore Nigeria.

Mr. Oenbring holds a Bachelor of Science degree in Chemical
Engineering from the University of Kansas.  He is a graduate of
the University of Pittsburgh executive development program and
is a registered Professional Engineer in the state of Texas.

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.


NORTHWEST AIRLINES: Reaches US$17.7BB All-Stock Pact with Delta
---------------------------------------------------------------
Delta Air Lines Inc. and Northwest Airlines Corporation reached
an agreement on April 14, 2008, in which the two carriers will
combine in an all-stock transaction with a combined enterprise
value of US$17,700,000,000.

Delta agreed to buy Northwest in a US$3.63 billion stock deal
that would create the world's largest carrier, according to
Bloomberg News.

The new airline, which will be called Delta, will provide
employees with greater job security, an equity stake in the
combined airline, and a more stable platform for future growth
in the face of significant economic pressures from rising fuel
costs and intense competition, the carriers said in a statement.  
Small communities throughout the United States will enjoy
enhanced access to more destinations worldwide.  According to
the news statement, customers also will benefit from the
combined carriers' complementary route networks, which together
will offer people greater choice, competitive fares and a
superior travel experience to more cities than any other
airline.  In addition, combining Delta and Northwest will create
a global U.S. flag carrier strongly positioned to compete with
foreign airlines that are continuing to increase service to the
United States.

Delta CEO Richard Anderson will be chief executive officer of
the combined company.  Delta Chairman of the Board Daniel Carp
will become chairman of the new Board of Directors and Northwest
Chairman Roy Bostock will become vice chairman.  Ed Bastian will
be president and chief financial officer.  

The Board of Directors will be made up of 13 members, seven of
whom will come from Delta's board, including Anderson, and five
of whom will come from Northwest's board, including Mr. Bostock
and Doug Steenland, the current Northwest CEO.  One director
will come from the Air Line Pilots Association.

Delta will have executive offices in Atlanta, Minneapolis/St.
Paul and New York, and international executive offices in
Amsterdam, Paris and Tokyo.  The company's world headquarters
will be in Atlanta.  Delta is committed to retaining significant
jobs, operations and facilities in Minnesota.

Combined, the company and its regional partners will provide
access to more than 390 destinations in 67 countries.  Delta and
Northwest, together, will have more than US$35,000,000,000 in
aggregate annual revenues, operate a mainline fleet of nearly
800 aircraft and employ approximately 75,000 people worldwide.

In an industry where the U.S. network carriers have shed more
than 150,000 jobs and lost more than US$29 billion since 2001,
the combination of Delta and Northwest creates a company with a
more resilient business model that is better able to withstand
volatile fuel prices than either can on a standalone basis.  
Merging Delta and Northwest is the most effective way to offset
higher fuel prices and improve efficiencies, increase
international presence and fund long-term investment in the
business.

The transaction is expected to generate more than US$1,000,000
in annual revenue and cost synergies from more effective
aircraft utilization, a more comprehensive and diversified route
system and cost synergies from reduced overhead and improved
operational efficiency.  The company expects to incur one-time
cash costs to not exceed US$1,000,000,000 to integrate the two
airlines.  The combined company will have a stronger, more
durable financial base and one of the strongest balance sheets
in the industry, with expected liquidity of nearly
US$7,000,000,000 at closing.

Under the terms of the transaction, Northwest shareholders will
receive 1.25 Delta shares for each Northwest share they own.  
This exchange ratio represents a premium to Northwest
shareholders of 16.8% based on April 14 closing prices.  The
transaction is expected to be accretive to current Delta
shareholders in year one excluding one-time costs.  The merger
is subject to the approval of Delta and Northwest shareholders
and regulatory approvals.  It is expected that the regulatory
review period will be completed later this year.

Richard Anderson, Delta CEO, stated: "We said we would only
enter into a consolidation transaction if it was right for all
of our constituencies; Delta and Northwest are a perfect fit.  
Today, we're announcing a transaction that is about addition,
not subtraction, and combines end-to-end networks that open a
world of opportunities for our customers and employees.  We
believe by partnering with our employees, including providing
equity to U.S.-based employees of Delta and Northwest, this
combination is off to the right start.  Together, we are
creating America's leading airline -- an airline that is
financially secure, able to invest in our employees and our
customers, and built to thrive in an increasingly competitive
marketplace."

Doug Steenland, Northwest CEO, said: "Today's announcement is
exciting for Northwest and its employees.  The new carrier will
offer superior route diversity across the U.S., Latin America,
Europe and Asia and will be better able to overcome the
industry's boom-and-bust cycles.  The airline will also be
better
able to match the right planes with the right routes, making
transportation more efficient across our entire network. In
short, combining the Northwest and Delta networks will allow the
strengthened airline to realize its full global potential and
invest in its future."

    Customers, Communities to Benefit from Expanded Global        
   Route System, More Competitive, Financially Secure Airline

The Delta and Northwest merger will offer customers and
communities direct service between the United States and the
world's major business centers.  Specific benefits include:

     * Customers will be able to fly to more destinations, have
       more schedule options and more opportunities to earn and
       redeem frequent flyer miles in what will become the
       world's largest frequent flyer program.

     * The merged airline will maintain all hubs at Atlanta,
       Cincinnati, Detroit, Memphis, Minneapolis/St. Paul,
       New York-JFK, Salt Lake City, Amsterdam and Tokyo-Narita
       --  each of which will benefit from improved global
       connectivity.

     * Delta customers will benefit from Northwest's extensive
       service to Asian markets and Northwest's customers will
       have access to Delta's strengths across the Caribbean,
       Latin America, Europe, the Middle East and Africa.

     * Both airlines' customers will benefit from a strengthened
       SkyTeam alliance that more closely aligns the combined
       airline with its respective trans-Atlantic partners Air
       France and KLM.

Customers also will benefit from the combined carrier's
financial
stability.  The merger creates one of the strongest balance
sheets among major U.S. airlines, permitting the combined
airline
to invest in its fleet and services to enhance the customer
experience.  For instance:

    * The combination will accelerate the upgrading of existing
      international aircraft with lie-flat seats and personal
      on-demand entertainment.

    * The combined company will have the opportunity to exercise
      options for delivery of up to 20 widebody jets between
      2010 and 2013 to provide more international service than
      ever before.

    * The combined company also will be able to improve
      customers' travel experience through new products and
      services, including enhanced self-service tools, better
      bag-tracking technology, new seats and refurbished cabin
      interiors.

         No Hub Closures; Improved International Access
                 to Benefit Small Communities

This combination will expand Delta's international and domestic
reach, and there will be no reductions in the number of hubs.  
In addition, building on both airlines' proud, decades-long
history of serving small communities, Delta will improve
worldwide connections to small towns and cities across the U.S.,
enhancing their access to the global marketplace.  Following the
merger, Delta will serve more than 140 small communities in the
United States -- more than any other airline.

"Delta and Northwest are an excellent strategic fit, with
complementary and geographically distinct route systems," said
Edward Bastian, Delta president and chief financial officer.

"Together, we will have a more robust platform for profitable
international growth. Combining both carriers' international and
domestic strengths, with our worldwide SkyTeam partners, we are
well positioned to lead the industry and deliver value to our
shareholders."

         Merger Helps Offset Record Oil Prices, Creates
  Stronger Global Airline to Compete in Open Skies environment

Record fuel prices have fundamentally changed the economics of
the airline industry.  Fuel is the highest single expense for
Delta and Northwest, significantly eroding the financial
benefits
of restructuring and placing the airlines' new found strength
and
stability at long-term risk.  At the beginning of 2007, oil
prices were approximately US$55 a barrel.  Now, oil prices have
nearly doubled.  This dramatic run-up in the price of oil makes
the transaction even more compelling.

Internationally, the two carriers, along with their partners at
Air France and KLM, will have a broader global network similar
in
scope and depth to what other foreign flag carriers already
possess – and a significant presence in key business centers,
with improved prospects for growing corporate business globally.
This presence is essential for U.S. network carriers due to Open
Skies agreements that have expanded aviation markets around the
world and have created a more competitive international
environment.

Merger combines Delta's strengths in the South, Mountain West,
Northeast, Europe and Latin America with Northwest's leading
positions in the Midwest, Canada and Asia; competition will be
preserved and enhanced as a result of complementary networks.

The Delta-Northwest combination will be pro-competitive.  There
is little overlap in the nonstop routes the two airlines serve,
with direct competitive service on only 12 of more than 1,000
nonstop city pair routes currently flown by both airlines. In
fact, the merger will create a stronger, more efficient global
competitor.  Discount carriers, which now carry one third of
domestic passengers, and other network airlines will remain
competitors in the airline's markets.

            Delta Pilot Leadership Reaches Agreement
                    on Post-Merger Contract

Delta also announced that it has reached agreement with the
company's pilot leadership to extend its existing collective
bargaining agreement through the end of 2012.  The agreement,
which is subject to pilot ratification, facilitates the
realization of the revenue synergies of the combined companies
once the transaction is completed.  It also provides the Delta
pilots a 3.5% equity stake in the new company and other
enhancements to their current contract.

Delta will use its best efforts to reach a combined Delta-
Northwest pilot agreement, including resolution of pilot
seniority integration, prior to the closing of the merger.

          Employees to be Provided Seniority Protection
                 and Equity In The New Airline

Frontline employees of both airlines will be provided seniority
protection through a fair and equitable seniority integration
process, as the airlines are combined.  In addition, U.S.-based
non-pilot employees of both companies will be provided a 4%  
equity stake in the new airline upon closing.  The company also
expects no involuntary furloughs of frontline employees as a
result of this transaction and the existing pension plans for
both companies' employees will be protected.  Additionally, all
Delta and Northwest employees will enjoy reciprocal pass
privileges on both airlines, beginning as soon as possible
during the regulatory review process.

"We are pleased that the people of Delta and Northwest will
participate directly in the growth and future success of the
combined company," Anderson said.  "Thanks to the hard work and
professionalism of the more than 75,000 Delta and Northwest
employees over the last few years, our new, combined company
will be positioned for a bright future as a leader in the global
airline industry."

          Integrated SkyTeam Frequent Flyer Programs
        and Partner Networks Enable Faster Integration;
            Existing Air France, KLM Joint Venture
                  Partnerships Strengthened

Delta and Northwest's complementary networks and common
membership in the SkyTeam alliance will ease the integration
risk that has complicated some airline mergers.  The carriers
participate in a joint SkyTeam frequent flyer program with
common customer lounges and airline partner networks.  In
addition, they share a common IT platform, which has already
been partially integrated through the existing alliance between
Delta and Northwest.  Further, the combination of Delta and
Northwest will enable an accelerated joint venture integration
with Air France/KLM, creating the industry's leading alliance
network.

Over the course of the regulatory process, a detailed
integration plan will be created by the transition committee
made up of leaders from both companies.  After closing of the
merger, the consolidation of overlapping corporate and
administrative functions will result in some job reductions or
company-paid transfers.  Involuntary reductions for management
and  administrative employees will be minimized by normal
attrition.

                           Advisers

Financial advisers to Delta were Greenhill & Co. and Merrill
Lynch & Co. and legal advisers were Wachtell, Lipton, Rosen &
Katz and Hunton & Williams, LLP.  Financial advisers to
Northwest
were Morgan Stanley and J.P. Morgan Securities and legal
advisers
were Simpson Thacher & Bartlett LLP and O'Melveny & Myers, LLP.

               Investor and Analyst Call Details

There will be a webcast for the investment community today,
April 15, at 9:00 a.m. EDT.  Participants will include Richard
Anderson, Delta's CEO; Doug Steenland, Northwest's President and
CEO; and Ed Bastian, Delta's President and CFO.  Webcast log-in
is available on:
       
   www.delta.com/about_delta/investor_relations/webcasts or

   http://ir.nwa.com

A replay of the webcast will be archived for 30 days.  Further
information is available in the investor relations section of
http://www.delta.com.

       Press Conference Details and Satellite Coordinates

Delta and Northwest will hold a joint press conference today,
April 15, at 10:30 a.m. EDT, at The Intercontinental, The
Barclay, New York, 111 East 48th St, New York, NY 10017.

Participants will include Richard Anderson, Delta's CEO; Doug
Steenland, Northwest's President and CEO; and Ed Bastian,
Delta's President and CFO.

The press conference will be webcast LIVE over the internet at
http://www.newglobalairline.com. The replay of the webcast will  
be archived for 30 days.

                        Audio News Release

An audio news release will be available for download on
http://www.newglobalairline.com/

                           Photography

Photographs of both companies operations and management teams is
available on the news center section of
http://www.newglobalairline.com/

Further details regarding the combination can be found at
http://www.newglobalairline.com/

                          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. 95;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and US$17.9 billion in total
debts.  On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on March 26, 2007.  
On May 21, 2007, the Court confirmed the Debtors' Plan.  The
Plan took effect May 31, 2007.  (Northwest Airlines Bankruptcy
News, Issue No. 91; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

In June 2007, Standard & Poor's Ratings Services raised its
ratings on Northwest Airlines Corp. and its Northwest Airlines
Inc. subsidiary, including raising the long-term corporate
credit ratings on both entities to 'B+' from 'D', following
their emergence from Chapter 11 bankruptcy proceedings.  S&P
said the rating outlook is stable.

In addition, S&P assigned a 'BB-' bank loan rating, one notch
above the corporate credit rating, with a '1' recovery rating,
to Northwest Airlines Inc.'s US$1.225 billion bankruptcy exit
financing, based on S&P's expectation of a full recovery of
principal in the event of a second Northwest bankruptcy.   That
bank facility converted from a debtor-in-possession credit
facility; S&P withdrew the 'BBB-' rating on the DIP facility.


NORTHWEST AIRLINES: Pilots and Machinist Oppose Delta Merger
------------------------------------------------------------
The merger agreement between Northwest Airlines Corporation and
Delta Air Lines Inc. is disadvantageous to NWA pilots, Dave
Stevens, chairman of the Northwest chapter of the Air Line
Pilots Association, said in an e-mailed statement, reports
Bloomberg.  Mr. Stevens said pilot leaders at Northwest "will
use all resources available" to aggressively oppose the merger.

The International Association of Machinists and Aerospace
Workers' (IAM) General Vice President Robert Roach, Jr., on
April 14, 2008, issued this statement in response to the
proposed merger between Northwest Airlines and Delta Air Lines:

"Airline industry consolidation will come at tremendous public
expense.  The Machinists Union's Merger Committee has examined
the Northwest-Delta merger proposal, and we firmly believe this
merger is not in the best interest of passengers, employees or
the communities these airlines currently serve.

Northwest and Delta have both lobbied Congress for pension  
relief.  Both have also frozen their underfunded pension plans.
If this ill-advised mega venture fails, the liability for these
plans will fall on the Pension Benefit Guaranty Corporation, and
ultimately the American taxpayer.

We will do everything legally possible to oppose any merger that
threatens our members' jobs, labor contracts, pensions,
seniority, and their right to union representation."

Northwest's IAM members are the only employees at either airline
that still have an active, secure defined benefit pension
plan, the IAM National Pension Plan.  The IAM represents 12,500
Northwest Airlines Ramp Service Employees, Stores Clerks,
Customer Service Agents, Reservation Agents, Flight Simulator
Technicians and Plant Protection employees.  The Machinists
Union
is currently organizing Delta Air Lines' Ramp Service, Customer
Service, Reservation and Maintenance employees.

The Machinists Union is the largest Airline and Rail Union in
North America, representing more than 170,000 Flight Attendants,
Customer Service Agents, Reservation Agents, Ramp Service
Personnel, Mechanics, Railroad Machinists and related
transportation industry workers.  Additional information about
the Machinists Union is available at
http://www.goiam.org/transportation/

                     MAC Chairman's Statement

In response to the announcement of a proposed merger
between Northwest and Delta Airlines, Metropolitan Airports
Commission Chairman Jack Lanners, said on April 15, 2008, that:
"Northwest Airlines has been a Minnesota institution for
more than 80 years, contributing greatly to the growth in air
service at Minneapolis-St. Paul International Airport and to the
region's economic vitality.

"In 1992 and again in 2007, Northwest Airlines made legally
binding commitments to the Metropolitan Airports Commission to
keep the airline's hub and headquarters, or that of its
successor, here.  In the days and weeks ahead, we will work to
the best of our ability to leverage those commitments and to
protect air service and jobs in Minnesota.

"I am confident Minneapolis-St. Paul International Airport
will remain a major hub for the consolidated airline.  We look
forward to working with Richard Anderson and Doug Steenland to
explore opportunities for continued growth in air service to the
Twin Cities and jobs in Minnesota."

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

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed US$14.4
billion in total assets and US$17.9 billion in total debts.  On
Jan. 12, 2007 the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  On May 21,
2007, the Court confirmed the Debtors' Plan.  The Plan
took effect May 31, 2007.  (Northwest Airlines Bankruptcy News,
Issue No. 91; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

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

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

When the Debtors filed for bankruptcy, they listed US$14.4
billion in total assets and US$17.9 billion in total debts.  On
Jan. 12, 2007 the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  On May 21,
2007, the Court confirmed the Debtors' Plan.  The Plan
took effect May 31, 2007.  (Northwest Airlines Bankruptcy News,
Issue No. 91; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

In June 2007, Standard & Poor's Ratings Services raised its
ratings on Northwest Airlines Corp. and its Northwest Airlines
Inc. subsidiary, including raising the long-term corporate
credit ratings on both entities to 'B+' from 'D', following
their emergence from Chapter 11 bankruptcy proceedings.  S&P
said the rating outlook is stable.

In addition, S&P assigned a 'BB-' bank loan rating, one notch
above the corporate credit rating, with a '1' recovery rating,
to Northwest Airlines Inc.'s US$1.225 billion bankruptcy exit
financing, based on S&P's expectation of a full recovery of
principal in the event of a second Northwest bankruptcy.   That
bank facility converted from a debtor-in-possession credit
facility; S&P withdrew the 'BBB-' rating on the DIP facility.


PETROLEOS DE VENEZUELA: President Promises 2 More Blocks to ONGC
----------------------------------------------------------------
Venezuela's President Hugo Chavez has promised to grant two
additional blocks to ONGC Videsh Limited, which signed an
Orinoco investment deal with Petroleos de Venezuela S.A., The
Economic Times reports.

As reported in the Troubled Company Reporter-Latin America on
April 10, 2008, Petroleos de Venezuela collaborated with ONGC
Videsh to explore and produce oil and natural gas in Venezuela.  
ONGC Videsh was planning a joint venture with the company for
the operation of the San Cristobal oil block, which may hold 250
million metric tons in reserves.  Petroleos de Venezuela
reportedly will hold a 60% stake in Petrolera IndoVenezolana,
the joint venture with ONGC Videsh, while ONGC will hold the
remaining 40%.  ONGC Videsh will invest some US$450 million in
the project.

President Chavez told The Economic Times that the deal is
dependent upon the approval from Venezuela's "technical team"
and that he believes the team's technical evaluation "will be
positive."

Kerry Laird at Rigzone said the technical evaluation could take
up to six months.

President Chavez commented to Kerry Laird at Rigzone, "For some
time now, we have started diversifying our oil market.  In the
past, the sole market was US.  Today, apart from US, we have
markets in Caribbean, Africa, Europe and in Asia. And even in
China; 300,000 barrels per day oil is sent to China and the goal
is one million barrels per day.  Now, with India, we are happy
with the first step ... [a] very important step.  We have
approved the presence of India in an oilfield here."

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.


REVLON INC: Posts Preliminary Results For the 2008 First Quarter
----------------------------------------------------------------
Revlon Inc. reported preliminary results for the first quarter
of ended March 2008.

For the three months ended March 31, 2008 the preliminary
results reflected a net loss of US$5 million compared to the
final results for the three months ended March 31, 2007.

Net sales in the first quarter of 2007 benefited from the
initial shipments related to the launch of Revlon Colorist
haircolor, which was the primary driver of the change in net
sales year-over-year.

The significant improvement in preliminary operating income, net
loss and adjusted EBITDA in the first quarter of 2008 compared
to the same period last year was primarily driven by continuing
cost improvements, and the non-recurrence of brand support
related to the launch of Revlon Colorist haircolor in the first
quarter of last year.  The company continued to support brands
worldwide with comparable levels of dollar spending compared to
the first quarter of last year, excluding the brand support on
Revlon Colorist.

Operating income, net loss and Adjusted EBITDA in the first
quarter of 2008 include approximately US$6 million of proceeds
related to the sale of a non-core trademark.  Operating income,
net loss and Adjusted EBITDA in the first quarter of 2007
include US$4.3 million of restructuring charges and a US$4.4
million benefit from the reduction of lease liability related to
the consolidation of office space in New York.

"We believe that a reverse stock split is in the best interest
of our stockholders because we expect it will allow our stock to
be more attractive to a broader range of institutional and other
investors, would reduce certain of our costs, such as listing
fees, and would be intended to satisfy our compliance with the
NYSE's price criteria for continued listing," David Kennedy,
Revlon president and chief executive officer said.  "Our strong
preliminary financial results for the first quarter of 2008
continue to build upon our performance in 2007, which was our
best year in many years."

"These results continue to validate our strategy, and we remain
committed to our focus on increasing the value of our Company by
building the Revlon brand and generating profitable sales growth
and positive free cash flow," Mr. Kennedy said.

The Troubled Company Reporter reported on April 8, 2008 that
Revlon Inc.'s Dec. 31, 2007 balance sheet showed total assets of
US$889.3 million, total liabilities of US$1,971.3 million and
total stockholders' deficiency of US$1,082 million.

The report also cited a net loss in the full year 2007 was
US$16.1 million compared to a net loss of US$251.3 million in
the full year 2006.  Adjusted EBITDA in the full year 2007 was
US$224.5 million, compared to an Adjusted EBITDA of
US$78.2 million last year.

                        About Revlon Inc.

Headquartered in New York City, Revlon Inc. (NYSE:REV) --
http://www.revlon.com/-- conducts its business through its  
direct wholly owned operating subsidiary, Revlon Consumer
Products Corporation and its subsidiaries, which manufactures,
markets and sells an array of cosmetics, skincare, fragrances,
beauty tools, hair color and personal care products.  The
company is a mass-market cosmetics brand.  The company's Latin
American operations are located in Argentina, Brazil, Chile,
Mexico and Venezuela.

                           *     *     *

At Dec. 31, 2007, the company's balance sheet showed total
assets of US$889.3 million, total liabilities of
US$1,971.3 million and total stockholders' deficiency of
US$1,082 million.  


REVLON INC: Receives Requisite Approvals For Reverse Stock Split
----------------------------------------------------------------
Revlon Inc.'s board of directors approved the reverse stock
split.   MacAndrews & Forbes Holdings Inc. and certain of such
entity's affiliates and related parties also delivered to the
company an executed written consent of stockholders approving
the reverse stock split.

MacAndrews & Forbes, which is wholly owned by Ronald O.
Perelman, chairman of Revlon's board of directors, beneficially
owns approximately 58% of Revlon's class A common stock and
approximately 60% of Revlon's combined shares of class A and
class B common stock, which together represent approximately 74%
of the combined voting power of Revlon's class A and class B
common stock.  As a result of MacAndrews & Forbes' approval, no
further stockholder approval or action is necessary.

The same 1-for-10 reverse stock split ratio will be used to
effect the reverse stock split of both Revlon class A and class
B common stock; accordingly all stockholders will be affected
proportionately.  No fractional shares will be issued in
connection with the reverse stock split.  Shares that would
otherwise have resulted in fractional shares from the reverse
stock split will be collected and pooled by Revlon's transfer
agent and sold in the open market.  The proceeds will be
allocated to the stockholders' respective accounts who are
entitled to receive cash in lieu of fractional shares.

The number of common shares subject to Revlon's outstanding
employee and director stock options and unvested employee and
director restricted stock, as well as the relevant exercise
price per share, will be proportionately adjusted to reflect the
reverse split.  The number of shares authorized for issuance
under Revlon's stock plan will also be reduced by the same 1-
for-10 split ratio.

Revlon Inc. plans to file shortly with the SEC an information
statement on schedule 14C which will include additional
information about the reverse stock split.  The company's board
of directors set April 21, 2008 as the record date for
stockholders of record entitled to receive the information
statement on Schedule 14C.  It is expected that the reverse
stock split will be consummated in May or June of 2008.

While the company intends to effect the reverse stock split as
soon as practicable, subject to market and other customary
conditions, there can be no assurances that the reverse stock
split will be consummated or that it will achieve its intended
effect of resulting in an increased per share price of Revlon
class A common stock or its other intended effects.  The company
reserves the right, in its discretion, to abandon the reverse
stock split at any time prior to filing the applicable charter
amendment with the Delaware Secretary of State.

Investors may obtain a copy of the information statement on
Schedule 14C when and if it is made available, at the SEC's Web
site at http://www.sec.govor by contacting:  Abbe F. Goldstein,  
senior vice president, investor relations and corporate
communications, at (212) 527-4000.

                         About Revlon Inc.

Headquartered in New York City, Revlon Inc. (NYSE:REV) --
http://www.revlon.com/-- conducts its business through its  
direct wholly owned operating subsidiary, Revlon Consumer
Products Corporation and its subsidiaries, which manufactures,
markets and sells an array of cosmetics, skincare, fragrances,
beauty tools, hair color and personal care products.  The
company is a mass-market cosmetics brand.  The company's Latin
American operations are located in Argentina, Brazil, Chile,
Mexico and Venezuela.

                           *     *     *

At Dec. 31, 2007, the company's balance sheet showed total
assets of US$889.3 million, total liabilities of US$1,971.3
million and total stockholders' deficiency of US$1,082 million.



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

* S&P Issues Sovereign Credit Report on LatAm & Emerging Markets
----------------------------------------------------------------
A five year run of emerging market sovereign upgrades exceeding
downgrades may be nearing an end, according to an article by
Standard & Poor's Ratings Services titled, "Emerging Market
Sovereign Credit: Shifting Winds, Ebbing Current."  Although
upgrades still outnumber downgrades and emerging market
governments with positive outlooks are more than those with
negative outlooks, macroeconomic data are mixed and many
particular credit stories are nuanced.
      
"We forecast that for 27 of the 42 sovereigns, growth will slow
from 2007 to 2009," said S&P's Sovereign Ratings Committee
chairperson, John B. Chambers.  "The general government balances
of 21 will deteriorate between 2007 and 2009.  On the other
hand, fiscal and external debt dynamics for most emerging market
sovereigns will not worsen, according to our near-term
forecasts."
      
"Since we published our first semiannual emerging market report
card in September 2006, we've cautioned that global conditions
may become less benign, putting emerging market policymakers to
the test," Mr. Chambers continued.  "Last September, we wrote
that we don't believe conditions in the credit markets of
industrial economies will revert to the status quo ante, but we
believe the spillover effects to emerging markets will be
contained.  We continue to hold to that view."
     
As of April 14, Brazil, China, Malaysia, Peru, Poland, Russia,
Slovak Republic, Trinidad & Tobago, and Uruguay all had positive
outlooks, Mr. Chambers noted.  On the other hand, Hungary,
Pakistan, Serbia, Turkey, Ukraine, and Sri Lanka had negative
outlooks and the Dominican Republic was on CreditWatch with
negative implications.  "These six governments are poorly
placed, at their current rating levels, to trim their sails if
the winds shift," Mr. Chambers added.
     
The article includes data on rating trends, rating distribution,
and default experience.  It also contains a comment on the
factors that could change a rating or outlook on each of the 42
emerging market sovereigns and a bibliography of research
published on emerging market sovereigns by S&P during the past
six months.


                            ***********


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

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  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.

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