TCRLA_Public/080418.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

             Friday, April 18, 2008, Vol. 9, No. 77

                            Headlines


A R G E N T I N A

CORDOBA COMPUTACION: Proofs of Claim Filing Deadline is June 12
CRATEC SRL: Proofs of Claim Filing is Until July 10
DELTA AIR: Northwest Merger Cues S&P to Put Ratings on Watch
DELTA AIR: Northwest Merger Cues Moody's Ratings Under Review
DELTA AIR: Northwest Merger Prompts Fitch to Affirm 'B' ID Rtg.

GOODYEAR TIRE: Sets June 30 as Conversion Period for US$4M Notes
POLYVEL SRL: Files for Reorganization in Buenos Aires Court
SUBTIL SA: Proofs of Claim Filing Deadline is June 9


B E R M U D A

ACES INTERNATIONAL: Losses & Debts Raise Going Concern Doubt
BRUNSWICK SPV: Will Hold Final Shareholders Meeting on May 16
FOSTER WHEELER: UK Subsidiary Bags Contract from Santos Ltd.
GP INVESTMENTS: Receives US$200 Mil. Financing from Banco Itau
OPTIMA ALTERNATIVE: Proofs of Claim Filing Deadline is April 30

OPTIMA ALTERNATIVE: Final Shareholders Meeting is on May 21
TYCO INT'NL: Inks Purchase Pact with FirsService for US$187 Mil.
TYCO INT'L: Reaches Agreement to Sell U.K. Business to CRH Plc
VULCAN OIL: Proofs of Claim Filing Deadline is May 7
VULCAN OIL: Sets Final Shareholders Meeting for May 30


B R A Z I L

AMR CORP: Posts US$328 Million Net Loss in First Quarter of 2008
AMR CORP: Selling Asset-Management Subsidiary for US$480 Million
BANCO INDUSTRIAL: Moody's Rates Cayman Unit's US$130MM Notes Ba1
BANCO ITAU BBA: Fitch Affirms Issuer Default Rating at BB-
BANCO PINE: Fitch Holds B+/B ID Ratings With Positive Outlook

DELPHI CORP: Wants Exclusivity Moved Beyond Plan Effective Date
DELPHI CORP: Mulls Suing Plan Investors for Reneging on New EPCA
GENERAL MOTORS: Brazilian Unit to Invest US$200MM for New Plant
GENERAL MOTORS: LatAm, et al. Unit Quarterly Sales Up 20%
JAPAN AIRLINES: Fitch Holds 'BB-' IDR; Revises Outlook to Stable

VALERO ENERGY: Petrobras to Continue Talks to Buy Aruba Plant
TAM SA: Renames Freight Unit From TAM Express to TAM CARGO
UAL CORP: Fitch to Hold 'B-' ID Ratings Due to Fuel Costs, Etc.


C A Y M A N  I S L A N D S

BANCREDIT CAYMAN: Tricom Wants Claim Pegged at US$120,000
BANCREDIT CAYMAN: Hearing for Tricom Case Examiner Adjourned
CAYMAN YACHT: Proofs of Claim Filing is Until April 21
CHINA MAGNESIUM: Proofs of Claim Filing Deadline is April 21
CL BRAZIL: Proofs of Claim Filing Deadline is April 21

CL BRAZIL HIGH: Proofs of Claim Filing is Until April 21
GLOBAL CHALLENGE: To Hold Final Shareholders Meeting on April 21
HONEYWELL INDUSTRIAL: Final Shareholders Meeting is on April 21
MYVATN INVESTMENT: Proofs of Claim Filing is Until April 21
MYVATN INVESTMENT: Final Shareholders Meeting is on April 21

SALAMANCA SA: To Hold Final Shareholders Meeting on April 21
SPRINGFLEET INT'L: Final Shareholders Meeting is on April 21


C O L O M B I A

BANCOLOMBIA SA: Earns COP332 Billion in First Quarter 2008
GRAN TIERRA: Closes Costayaco-3 Testing With 2,543 Barrels/Day


C O S T A  R I C A

US AIRWAYS: Fitch Affirms 'CCC/RR6' Senior Unsecured Debt Rating


D O M I N I C A N   R E P U B L I C

PRC LLC: Seeks May 8 Hearing to Consider Disclosure Statement
TRICOM SA: Hearing for Case Examiner Adjourned Sine Die
TRICOM SA: Wants Bancredit Claim Pegged at US$120,000
TRICOM SA: Gets Permission to Hire Chapter 11 Professionals


J A M A I C A

CASH PLUS: Carlos Hill May be Hiding US$4.6 Billion Abroad
CASH PLUS: Garwin Davies Denies Involvement in Possible Fraud


M E X I C O

BLOCKBUSTER INC: Fitch Won't Take Rating Actions on Circuit Deal
GREAT PANTHER: Net Loss Rises to C$19MM in Year ended Dec. 31
SOLO CUP: Turnaround Cues S&P to Lift Ratings by One Notch
SHARPER IMAGE: Levin Resigns from Board, Wants to Acquire Assets
SHARPER IMAGE: Asks Court to Extend Schedules Filing to May 2

* GUADALAJARA MUNICIPALITY: Moody's Puts Ba1 Global Curr. Rating
* MEXICO: S&P Says RBMS Market Stable Despite Global Volatility


P U E R T O  R I C O

MAXXAM INC: Posts US$47 Million Net Loss in Year ended Dec. 31
NUTRITIONAL SOURCING: Wants Until July 31 to File Ch. 11 Plan
PIER 1 IMPORTS: Earns US$13.7 Million in Quarter Ended March 1
SPANISH BROADCASTING: To Hold 1Q 2008 Conference Call on May 8


U R U G U A Y

NUEVO BANCO: Fitch Lifts Foreign Currency ID Rating to BB-


V E N E Z U E L A

NORTHWEST AIRLINES: Delta Merger Prompts S&P's Negative Watch
NORTHWEST AIRLINES: Moody's Places Ratings Under Review
NORTHWEST AIRLINES: Merger Prompts Fitch to Affirm Delta Rating


X X X X X X

* LatAM, Middle East & Africa Have More Moody's Upgrade Reviews
* Beard Presents "Understanding CDS Contract Risks" Seminar
* April 17 Webinar Virtual Discussion Focuses on Distress Retail


                         - - - - -


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

CORDOBA COMPUTACION: Proofs of Claim Filing Deadline is June 12
---------------------------------------------------------------
Julio Salaberry, the court-appointed trustee for Cordoba
Computacion SA's bankruptcy proceeding, will be verifying
creditors' proofs of claim until June 12, 2008.

Mr. Salaberry will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 26 in Buenos Aires, with the assistance of Clerk
No. 51, 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 Cordoba Computacion 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 Cordoba Computacion's
accounting and banking records will be submitted in court.

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

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

The debtor can be reached at:

           Cordoba Computacion SA
           Cordoba 3485
           Buenos Aires, Argentina

The trustee can be reached at:

           Julio Salaberry
           Uruguay 766
           Buenos Aires, Argentina


CRATEC SRL: Proofs of Claim Filing is Until July 10
---------------------------------------------------
Ricardo Bertoglis, the court-appointed trustee for Cratec SRL's
bankruptcy proceeding, will be verifying creditors' proofs of
claim until July 10, 2008.

Mr. Bertoglis will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 12 in Buenos Aires, with the assistance of Clerk
No. 24, 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 Cratec 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 Cratec's accounting
and banking records will be submitted in court.

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

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

The debtor can be reached at:

           Cratec SRL
           General Hornos 254
           Buenos Aires, Argentina

The trustee can be reached at:

           Ricardo Bertoglis
           Lavalle 1537
           Buenos Aires, Argentina


DELTA AIR: Northwest Merger Cues S&P to Put Ratings on Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' long-term corporate credit rating, on Delta Air Lines
Inc. on CreditWatch with positive implications, following
announcement of a merger agreement with Northwest Airlines Corp.
(B+/Watch Neg/--).  The CreditWatch listing affects enhanced
equipment trust certificates with various ratings, excepting
those that are insured by a bond insurer.  S&P's listing of
Delta ratings on CreditWatch with positive implications and
those of Northwest Airlines Corp. on CreditWatch with negative
implications implies that we foresee a corporate credit rating
of either 'B' or 'B+' for the combined entity.  The proposed
merger is subject to approval by Delta and Northwest
shareholders, and will be subject to antitrust review by the
U.S. Department of Justice and approval by various other
regulators.  Atlanta-based Delta has about US$16 billion of debt
and leases outstanding.
      
"The proposed merger of Delta and Northwest would create a more
comprehensive route network, with opportunities for revenue and
cost synergies, but entails risks in integrating employee groups
and information systems, and will result in higher labor costs
as labor contracts are reopened to secure employee support and
capture the benefits of operating as a single airline," said
Standard & Poor's credit analyst Philip Baggaley.  The
managements of both airlines suggest that cost and revenue
synergies of the combination should total at least US$1 billion
annually by 2012.  The proposed merger would be structured as an
exchange of shares, removing the need for additional debt to
finance a cash offer.

However, the companies anticipate one-time integration costs of
US$1 billion.  Despite statements earlier by the chief executive
of Air France Group that his company would consider an equity
investment in a merged Delta/Northwest, no such investment is
currently contemplated.
     
Standard & Poor's will evaluate the potential benefits and risks
of the transaction in resolving S&P's CreditWatch review.  S&P
will also consider overall airline industry prospects, as S&P
were already in the process of reviewing the rating outlooks on
both airlines, as well as on other U.S. airlines.  Ratings on
enhanced equipment trust certificates could change based on an
upgrade of our corporate credit rating on Delta and, in
addition, on S&P's review of how the merger could affect
incentives to affirm aircraft obligations in any future
bankruptcy of the combined airline.  

Thus, a merged Delta/Northwest may have a greater or reduced
incentive to keep certain aircraft within the context of the
combined fleet.  There is relatively limited overlap in aircraft
models between the two airlines, with Delta operating an all-
Boeing fleet, while Northwest uses a combination of Airbus and
Boeing planes.  Each airline currently uses certain aircraft
that could perform capably missions handled by a different model
in the other airline's fleet if the combined airline needed to
shrink its fleet.  Even if the merged airline preferred to keep
all of these models in bankruptcy, its ability to use
alternative planes would strengthen its bargaining position
versus creditors.
     
S&P will resolve its CreditWatch review when all or
substantially all preconditions to concluding a merger are
completed, and will indicate a likely outcome earlier than that,
if S&P have sufficient information and certainty to do so.

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: Northwest Merger Cues Moody's Ratings Under Review
-------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Delta Air
Lines, Inc. ("Delta", corporate family at B2) and Northwest
Airlines Corporation ("Northwest", corporate family rating at
B1) on review for possible downgrade.  The review was prompted
by the announcement that the two airlines have agreed to combine
in an all-stock transaction with a combined enterprise value of
approximately US$18 billion.

Moody's review period may be lengthy, given the time for the
necessary regulatory and shareholder approvals to effect the
corporate merger.  Moreover, there could be a considerable
additional time period to effect actual integration of the
airlines, which is the basis for achieving the expected
operating synergies.  The all-stock nature of the transaction is
viewed favorably as it precludes the need for incremental debt
that would need to be serviced by the combined airline
operation.    Nevertheless, the extended timeframe over which
cost and revenue synergies might be achieved, and the
significant hurdles that will need to be overcome to realize
these synergies are critical concerns that will be assessed in
the review.

Separately, both carriers are facing material near-term
operating pressures from high fuel and maintenance costs and
weakening passenger traffic that impair their ability to realize
adequate yields on ticket prices.  Even with the benefits of the
bankruptcy restructurings recently completed by both airlines,
the current industry conditions will likely make it difficult
for either carrier to earn an adequate profit.  Successful
implementation of the merger and realization of all expected
synergies could help the combined carriers deal with these
challenging conditions.  Yet the synergies will only be realized
over an extended period of time, and with the expectation of
near term net losses, combined with the still substantial debt
load (Delta at US$17.6 billion; Northwest at US$15.3 billion,
using Moody's standard adjustments), Moody's could take interim
downward rating actions on either carrier's debt prior to
completing the review.

Moody's will examine the timing and the magnitude of the various
cost and revenue synergies anticipated, and the degree to which
these incremental gains will affect credit metrics and enable
the new company to realize adequate returns.  Particularly
important will be the ability to effectively integrate the
workforces of Delta and Northwest, and combine the seniority
list in a way satisfactory to the work force, especially the
pilots.  The review will also consider the degree to which each
airline can preserve its liquidity during the challenging near
term operating conditions, prior to effecting the merger.

The merger does not contemplate additional debt, which is
helpful.   In addition, the four way anti-trust immunity (Delta,
Northwest, KLM, AirFrance) is also helpful as the airlines
operate with broader code-share arrangements.  There is limited
overlap in the domestic network, and Northwest's strength in
Pacific routes (particularly the Fifth Freedom rights in Japan)
complement Delta's service in Europe and elsewhere.  However,
Moody's is skeptical that simply joining the route networks will
create the revenue synergies needed to generate an adequate
return.  Cost savings, anticipated to reach a run-rate of about
US$1 billion by 2012, could be challenging in light of
unresolved labor negotiations, and the negative pressures from
fuel and maintenance costs.

Both airlines have aging fleets that are less efficient to
operate in the current high fuel cost environment.  The airlines
have a limited number of new aircraft on order and will need to
consider the considerable capital costs associated with
refleeting.

The secured debt ratings of Delta and Northwest, including
Enhanced Equipment Trust Certificates, but excluding ratings
supported by monoline insurance policies, will be reviewed in
relation to the review of the underlying implied rating as well
as to the asset values of aircraft equipment that provide
collateral support for the transactions.  The potential ratings
actions for these transactions may be of greater or less
magnitude than a change in the underlying airline rating, if
any.

On Review for Possible Downgrade:

Issuer: Delta Air Lines, Inc.

  -- Probability of Default Rating, Placed on Review for
Possible
     Downgrade, currently B2

  -- Speculative Grade Liquidity Rating, Placed on Review for
     Possible Downgrade, currently SGL-2

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B2

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba2 (19% - LGD2)

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba2 (19% - LGD2)

  -- Second Lien Term Loan, Placed on Review for Possible
     Downgrade, currently B2 (46% - LGD3)

  -- Series 2007-1 Pass Through Certificates, Placed on Review
     for Possible Downgrade:

  -- Class A, currently Baa1
  -- Class B, currently Ba2
  -- Class C, currently B1

Issuer: Northwest Airlines Corporation

  -- Probability of Default Rating, Placed on Review for
     Possible Downgrade, currently B1

  -- Speculative Grade Liquidity Rating, Placed on Review for
     Possible Downgrade, currently SGL-2

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B1

Issuer: Northwest Airlines, Inc.

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba3 (41% - LGD3)

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba3 (41% - LGD3)

  -- Series 2007-1 Pass Through Certificates, Placed on Review
     for Possible Downgrade:

  -- Class A, currently A3
  -- Class B, currently Ba1

Outlook Actions:

Issuer: Delta Air Lines, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Northwest Airlines Corporation

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Northwest Airlines, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Delta Air Lines, Inc. is headquartered in Atlanta, Georgia.

Northwest Airlines Corp. is headquartered in Eagan, Minnesota.

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: Northwest Merger Prompts Fitch to Affirm 'B' ID Rtg.
---------------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of Delta Air Lines,
Inc. following the announcement that Delta has agreed to merge
with Northwest Airlines Corp., subject to approval by the two
airlines' shareholders and the U.S. Department of Justice.  
Delta's ratings were affirmed as:

  -- Issuer Default Rating at 'B';
  -- First-lien senior secured credit facilities at 'BB/RR1';
  -- Second-lien secured credit facility (Term Loan B) at
     'B/RR4'.

The issue ratings apply to US$2.5 billion of committed credit
facilities.  The Rating Outlook for Delta has been revised to
Negative from Stable.

The affirmation reflects Fitch's view that the proposed
transaction is likely to drive a combined post-merger credit
profile that is similar to that of a stand-alone Delta.  
However, a successful completion of the merger is by no means a
certainty in light of potential opposition from organized labor
and Congress.  This uncertainty, together with potential
concerns raised by the DOJ in a lengthy antitrust review,
increases execution risk and diverts management attention at a
time of increasing stress in the U.S. airline operating
environment.  The Negative Outlook reflects Fitch's opinion that
extreme fuel cost pressure and slower unit revenue growth rates
in a U.S. recession will materially weaken Delta's credit
profile over the next year-whether or not the Delta-Northwest
merger is ultimately closed.

The merged carrier will face substantial fixed financing
obligations over the next several years in an industry operating
environment that will remain difficult as the U.S. economy heads
into recession.  However, should the merger receive regulatory
approval, the Delta-Northwest combination would likely drive
some material revenue synergies related primarily to fleet
optimization and greater revenue per available seat mile
premiums linked to the creation of a broadly diversified and
deep global route network.  Notably, the realization of full
revenue synergies would not be complete until 2012 as fleet and
schedule optimization benefits are pursued largely in the
absence of broad-based available seat mile capacity reduction.

Importantly, Delta management noted on this morning's investor
call that no hub closures are contemplated in connection with
the merger, raising the question of how much domestic capacity
could actually be removed post-closing.  Delta and Northwest
have each announced plans to pull back 2008 domestic capacity
(10% reduction at Delta and 5% at Northwest) in response to
accelerating jet fuel cost pressure since the start of the year.  
If no significant domestic capacity rationalization is
envisioned beyond 2008, it may be very difficult for the
combined Delta-Northwest to drive the type of RASM improvements
necessary to offset intensifying fuel cost pressure.

No material pull-backs in energy prices are assumed by Delta
management in its merger plan.  This fact, together with Delta's
revenue synergy target (US$700 million run rate) would appear to
limit any opportunities to drive substantially positive free
cash flow beyond 2008.  With large numbers of firm aircraft
deliveries keeping capital spending high, and with significant
scheduled debt maturities at both carriers, an extended industry
downturn could drive combined Delta-Northwest operating losses
and negative free cash flow in 2009.  This in turn could force
the merged carrier to seek new sources of capital next year if
current combined liquidity levels (approximately US$7 billion)
are to be maintained.  Given the currently constrained nature of
debt capital markets, there is little certainty about the
availability of external capital post-closing.

On the cost side, increasing pay rates linked to the tentative
agreement with Delta pilots will pressure non-fuel unit
operating costs.  Delta management, however, does see an
opportunity to realize US$300 million to US$400 million in cost
synergies net of new labor contract changes.  Savings linked to
the elimination of redundant operations appear to be broadly
attainable.  Still these savings could be offset in large part
by higher unit labor rates and productivity penalties if
integrated contracts are not finalized at the time of the
merger.  Delta has identified as much as US$1 billion of cash
merger transition costs, which will likely be front-loaded in
the 2008-2009 time period.  If a quick agreement with Northwest
pilots is to be reached, moreover, labor cost pressures could
increase beyond planned levels.

The current 'B' IDR for a stand-alone Delta reflects the high
levels of debt that remain on Delta's balance sheet even after
the Chapter 11 restructuring, reduced but still heavy cash
obligations over the next several years and the company's
exposure to demand and fuel price shocks in an industry that
remains highly vulnerable to changes in the macroeconomic
environment.  With domestic unit revenue growth expected to slow
throughout 2008 and jet fuel prices at record levels, intense
margin pressure will persist.  The airline's March plan to cut
domestic capacity and 2,000 jobs this year is unlikely to offset
the heavy cost pressure linked to US$110-plus per barrel crude
oil in 2008.  With some weakeninng of air travel demand and RASM
trends likely to appear by summer, therefore, Fitch expects full
year 2008 cash flow and liquidity results to fall well short of
bankruptcy exit plan assumptions for the stand-alone Delta.

Delta's post-reorganization capital structure was streamlined as
a result of pre-petition debt and lease rejection in Chapter 11.  
Recovery expectations for the first-lien revolver and term loan
are superior to those of the second lien term loan.  Recovery
expectations for first-lien lenders are excellent, reflecting a
deep collateral pool consisting of aircraft, engines, spare
parts and other assets, as well as a tight covenant package
protecting lenders via fixed charge coverage, minimum liquidity
and collateral coverage tests.  Taking into account the credit
facilities, aircraft-backed EETC obligations and private
mortgage agreements, Delta has virtually no unencumbered assets
remaining to support additional borrowing if liquidity
conditions tighten further.

Secured financing for firm aircraft deliveries (including Boeing
777-200s, Boeing 737 NGs and CRJ-900 regional jets) will need to
be secured if Delta's international growth strategy and fleet
overhaul are to be completed.  Similarly, on the Northwest side,
future mainline and regional jet deliveries must be financed,
since aircraft capital spending won't be funded from operating
cash flow in either a stand-alone or post-merger case.

A downgrade to 'B-' for the IDR could follow later in the year
if operating trends in the industry continue to worsen in
response to rising jet fuel costs and a fragile demand
environment.  With respect to the merger transition process,
Fitch will remain focused primarily on the risks related to
labor opposition at Northwest, where ALPA-represented pilots
have made it clear that a quick intergration of pilot contracts
is not likely.  Labor opposition at Northwest, if prolonged,
could complicate the task of realizing full merger synergies if
the deal gains necessary regulatory approvals.

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.


GOODYEAR TIRE: Sets June 30 as Conversion Period for US$4M Notes
----------------------------------------------------------------
The Goodyear Tire & Rubber Company's remaining 4.00% convertible
senior notes due June 15, 2034, are now convertible at the
option of the holders and will be convertible through June 30,
2008, the last business day of the current fiscal quarter.  

The notes became convertible because the last reported sale
price of the company's common stock for at least 20 trading days
during the 30 consecutive trading-day period ending on April 15,
2008, was greater than 120% of the conversion price in effect on
such day.  The notes have been convertible in previous fiscal
quarters.  

The company will deliver shares of its common stock or pay cash
upon conversion of any notes surrendered on or prior to June 30,
2008.  If shares are delivered, cash will be paid in lieu of
fractional shares only.  Issued in July 2004, the notes are
currently convertible at a rate of 83.0703 shares of common
stock per US$1,000 principal amount of notes, which is equal to
a conversion price of US$12.04 per share.  

During the fourth quarter of 2007, Goodyear completed an
exchange offer for outstanding notes for a cash payment and
shares of common stock.  Approximately 99% of the outstanding
notes were exchanged.  As a result, less than US$4 million in
aggregate principal amount of notes remain outstanding.  If all
remaining outstanding notes are surrendered for conversion, the
aggregate number of shares of common stock issued would be
approximately
0.3 million.  

The notes could be convertible after June 30, 2008, if the sale
price condition is met in any future fiscal quarter or if any of
the other conditions to conversion set forth in the indenture
governing the notes are met.  

                        About Goodyear Tire

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

                          *     *     *

As reported by the Troubled Company Reporter-Latin America on
March 7, 2008, Fitch Ratings upgraded The Goodyear Tire & Rubber
Company's Issuer Default Rating to 'BB-' from 'B+' and senior
unsecured debt rating   to 'B+' from 'B-/RR6'.


POLYVEL SRL: Files for Reorganization in Buenos Aires Court
-----------------------------------------------------------
Polyvel SRL has requested for reorganization approval after
failing to pay its liabilities since December 2007.

The reorganization petition, once approved by the court, will
allow Polyvel 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. 6 in Buenos Aires.  Clerk No. 12 assists the court
in this case.

The debtor can be reached at:

                     Polyvel SRL
                     Juan Bautista Alberdi 1035
                     Buenos Aires, Argentina


SUBTIL SA: Proofs of Claim Filing Deadline is June 9
----------------------------------------------------
Angel Miragaya, the court-appointed trustee for Subtil SA's
bankruptcy proceeding, will be verifying creditors' proofs of
claim until June 9, 2008.

Ms. Miragaya will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 10 in Buenos Aires, with the assistance of Clerk
No. 20, 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 Subtil 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 Subtil's accounting
and banking records will be submitted in court.

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

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

The debtor can be reached at:

           Subtil SA
           Rivadavia 5748
           Buenos Aires, Argentina

The trustee can be reached at:

           Angel Miragaya
           Lavalle 1718
           Buenos Aires, Argentina



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

ACES INTERNATIONAL: Losses & Debts Raise Going Concern Doubt
------------------------------------------------------------
ACeS International Limited's recurring significant operating
losses, negative operating cash flows, and significant levels of
debt has raised substantial doubt about its ability to continue
as a going concern, a filing with the U.S. Securities and
Exchange Commision by Philippine Long Distance Telephone Company
discloses.

As of  Dec. 31, 2007, ACeS Philippines Cellular Satellite
Corporation, PLDT's wholly-owned subsidiary, had a 36.99%
investment in ACes International.

According to the SEC filing, ACes International's financial
condition was partly due to the National Service Providers'
inability to generate the amount of revenues originally expected
as the growth in subscriber numbers has been significantly lower
than budgeted.

ACes International aims to develop and implement a satellite-
based communications system to provide services to users in the
Asia-Pacific region through the Garuda I satellite, or ACeS
System and ACeS Service.  The company has entered into
interconnection agreements and roaming service agreements with
PLDT and other major telecommunications operators that will
allow ACeS service subscribers to access GSM terrestrial
cellular systems in addition to the ACeS system.  In addition,
the company has an amended Air Time Purchase Agreement  with
National Service Providers in Asia, including PLDT.  ACes
International owns the Garuda I Satellite and the related system
control equipment in Batam, Indonesia.

ACeS International Limited -- http://www.acesinternational.com/
-- is a mobile phone satellite operator.  The company is
incorporated under the laws of Bermuda.


BRUNSWICK SPV: Will Hold Final Shareholders Meeting on May 16
-------------------------------------------------------------
Brunswick SPV Limited will hold its final shareholders' meeting
on May 16, 2008, at Leman Mangement Limited, Wessex House, 2nd
floor, 45 Reid Street, Hamilton HM 12, Bermuda, on May 16, 2008.

These matters will be taken up during the meeting:

   -- receiving an account showing the manner in which
      the winding-up of the company has been conducted
      and its property disposed of and hearing any
      explanation that may be given by the liquidator;

   -- determination by resolution the manner in
      which the books, accounts and documents of the
      company and of the liquidator shall be
      disposed; and

   -- passing of a resolution dissolving the
      company.

Brunswick SPV's shareholders agreed on April 15, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Edward Allanby
                 Leman Mangement Limited
                 Wessex House, 2nd floor
                 45 Reid Street, Hamilton HM 12
                 Bermuda


FOSTER WHEELER: UK Subsidiary Bags Contract from Santos Ltd.
------------------------------------------------------------
Foster Wheeler Ltd.'s UK-headquartered subsidiary, Foster
Wheeler Energy Limited, part of its Global Engineering and
Construction Group, has been awarded a contract to undertake a
six-month study for the pre-front-end engineering design (pre-
FEED) for Santos Ltd.’s planned Gladstone LNG(TM) project in
Queensland, Australia.  The proposed project is for a 3-4
million tonnes per annum liquefied natural gas processing
facility and associated infrastructure.  The GLNG(TM) facility
would be one of the first LNG facilities in the world to use
coal-bed methane as a feedstock for LNG production.

The Foster Wheeler contract value, which was not disclosed, will
be included in the company’s second-quarter 2008 bookings.

Foster Wheeler is one of two contractors appointed to undertake
pre-FEED studies to enable Santos to consider the optimum
technical design for, and cost and schedule implications of, two
different LNG process technologies for GLNG(TM).

Santos has announced that it anticipates making a decision to
move towards a formal FEED process by the end of 2008 or early
2009, a final investment decision by the end of 2009, and first
LNG cargoes early in 2014.

“This latest LNG award, which is our fourth LNG award in
Australia, reflects the depth of our liquefaction expertise, our
detailed knowledge of the Australian market, and the added value
and objectivity our Reading-based Midstream LNG Group is able to
bring to the early stages of LNG project development,” said
Michael J. Beaumont, chairman and chief executive officer,
Foster Wheeler Energy Limited.

“This is clearly a significant milestone, and further
demonstrates the momentum which is building around GLNG(TM).  
The dual pre-FEED contract awards have been achieved in line
with the project schedule and it is pleasing to have such
experienced, world-class contractors appointed to the project,”
commented David Knox, acting chief executive officer, Santos
Ltd.

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

                            *     *     *

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


GP INVESTMENTS: Receives US$200 Mil. Financing from Banco Itau
--------------------------------------------------------------
GP Investments Ltd. has obtained a 10-year US$200 million loan
from Nassau branch of Banco Itau BBA SA, the Bloomberg News
reports.

The company said in a regulatory filing that the money will be
used to boost its private-equity investments.  The loan will be
denominated in reais.

According to Bloomberg, the company has agreed to purchase dairy
producer Leitbom for BRL308 million (US$183 million).

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

                          *     *     *

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


OPTIMA ALTERNATIVE: Proofs of Claim Filing Deadline is April 30
---------------------------------------------------------------
The Optima Alternative Strategies Fund Limited's creditors have
until April 30, 2008, to prove their claims to Robin J. Mayor,
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.

The Optima Alternative's shareholders agreed on April 11, 2008,
to place the company into voluntary liquidation under The
Companies Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Robin J. Mayor
                 Messrs. Conyers Dill & Pearman
                 Clarendon House, 2 Church Street
                 Hamilton, HM 11, Bermuda


OPTIMA ALTERNATIVE: Final Shareholders Meeting is on May 21
-----------------------------------------------------------
The Optima Alternative Strategies Fund Limited will hold its
final shareholders' meeting on May 21, 2008, at 9:30 a.m. at
Messrs. Conyers Dill & Pearman, Clarendon House, Church Street,
Hamilton, Bermuda.

These matters will be taken up during the meeting:

   -- receiving an account showing the manner in which
      the winding-up of the company has been conducted
      and its property disposed of and hearing any
      explanation that may be given by the liquidator;

   -- determination by resolution the manner in
      which the books, accounts and documents of the
      company and of the liquidator shall be
      disposed; and

   -- passing of a resolution dissolving the
      company.

The Optima Alternative's shareholders agreed on April 11, 2008,
to place the company into voluntary liquidation under The
Companies Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Robin J. Mayor
                 Messrs. Conyers Dill & Pearman
                 Clarendon House, 2 Church Street
                 Hamilton, HM 11, Bermuda


TYCO INT'NL: Inks Purchase Pact with FirsService for US$187 Mil.
----------------------------------------------------------------
The Bloomberg News reports that Tyco International Ltd. will buy
the security unit of Toronto-based FirstService Corp. for about
US$187 million to increase sales in the banking and energy
markets.

Tyco said in a statement that FirstService Security, with 2,400
employees and 17 offices in the U.S. and Canada, had more than
US$200 million in revenue for the past 12 months.

According to Tyco, the ADT security systems unit has higher
sales when it raised its 2008 revenue and profitability
forecasts in January.  The ADT unit has shared more than 40
percent of the Tyco's revenue in 2007 fiscal year, Bloomberg
states.

The report shows that ADT has reported US$7.65 billion in sales
in the year ended in September and has 60,000 employees
worldwide, with 22,000 in North America.

FirstService disclosed that it will focus on its real estate
servoce operatioms by selling the unit.

Based in Pembroke, Bermuda, Tyco International Ltd. (NYSE: TYC)
-- http://www.tyco.com/-- provides security, fire protection
and detection, valves and controls, and other industrial
products and services to customers in four business segments:
Electronics, Fire & Security, Healthcare, and Engineered
Products & Services.  With 2007 revenue of US$18 billion, Tyco
employs approximately 118,000 people worldwide.  In Latin
America, Tyco has presence in Argentina, Brazil, Chile, Costa
Rica, Ecuador, Honduras, and the Bahamas.

Effective June 29, 2007, Tyco International Ltd. completed the
spin-offs of Covidien and Tyco Electronics, formerly its
Healthcare and Electronics businesses, respectively, into
separate, publicly traded companies in the form of a
distribution to Tyco shareholders.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2007,
in its annual report for the year ended Sept. 28, 2007, Tyco
said that on Nov. 8, 2007, The Bank of New York delivered to the
company a notice of events of default.  The notice claims that
the actions taken by the company in connection with its
separation into three public entities constitute events of
default under certain indentures.


TYCO INT'L: Reaches Agreement to Sell U.K. Business to CRH Plc
--------------------------------------------------------------
Tyco International Ltd. has entered into a definitive agreement
to sell its Ancon Building Products business to CRH plc for
approximately GBP88 million (US$174 million).  Ancon Building
Products designs and manufactures a range of building products
for the construction industry.  The business had revenue of
US$107 million in 2007, operating profit of US$23 million and
employs 370 people.  Ancon Building Products is headquartered in
Sheffield, United Kingdom and also has operations in continental
Europe, the Middle East and Australia.

The sale of Ancon Building Products is a further step in Tyco's
ongoing refinement of its portfolio and is consistent with the
company's strategy to divest certain non-core businesses.

Completion of the Ancon transaction is subject to customary
closing conditions and regulatory approvals.  In connection with
this sale, the financial results of this business, which have
previously been reported as part of Corporate and Other, will be
classified as discontinued operations when Tyco reports its
second quarter results on May 1, 2008.

Based in Pembroke, Bermuda, Tyco International Ltd. (NYSE: TYC)
-- http://www.tyco.com/-- provides security, fire protection  
and detection, valves and controls, and other industrial
products and services to customers in four business segments:
Electronics, Fire & Security, Healthcare, and Engineered
Products & Services.  With 2007 revenue of US$18 billion, Tyco
employs approximately 118,000 people worldwide.  In Latin
America, Tyco has presence in Argentina, Brazil, Chile, Costa
Rica, Ecuador, Honduras, and the Bahamas.

Effective June 29, 2007, Tyco International Ltd. completed the
spin-offs of Covidien and Tyco Electronics, formerly its
Healthcare and Electronics businesses, respectively, into
separate, publicly traded companies in the form of a
distribution to Tyco shareholders.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2007,
in its annual report for the year ended Sept. 28, 2007, Tyco
said that on Nov. 8, 2007, The Bank of New York delivered to the
company a notice of events of default.  The notice claims that
the actions taken by the company in connection with its
separation into three public entities constitute events of
default under certain indentures.


VULCAN OIL: Proofs of Claim Filing Deadline is May 7
----------------------------------------------------
Vulcan Oil Limited's creditors have until May 7, 2008, to prove
their claims to Jennifer M. Kelly, 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.

Vulcan Oil's shareholders agreed on April 15, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Jennifer M. Kelly
                 3rd Floor, Par La Ville Place
                 14 Par La Ville Road, Hamilton
                 Bermuda


VULCAN OIL: Sets Final Shareholders Meeting for May 30
------------------------------------------------------
Vulcan Oil Limited will hold its final shareholders' meeting on
May 30, 2008, at 3rd Floor, Par La Ville Place, 14 Par La Ville
Road, Hamilton, Bermuda.

These matters will be taken up during the meeting:

   -- receiving an account showing the manner in which
      the winding-up of the company has been conducted
      and its property disposed of and hearing any
      explanation that may be given by the liquidator;

   -- determination by resolution the manner in
      which the books, accounts and documents of the
      company and of the liquidator shall be
      disposed; and

   -- passing of a resolution dissolving the
      company.

Vulcan Oil's shareholders agreed on April 15, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Jennifer M. Kelly
                 3rd Floor, Par La Ville Place
                 14 Par La Ville Road, Hamilton
                 Bermuda



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

AMR CORP: Posts US$328 Million Net Loss in First Quarter of 2008
----------------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc.,
reported net loss of US$328 million for the first quarter of
2008.  The current quarter results compare to a net profit of
US$81 million for the first quarter of 2007.  

Record jet fuel prices contributed significantly to the
company's loss in the first quarter of 2008.  The company paid
US$665 million more for fuel in the first quarter of 2008 than
it would have paid at prevailing prices from the prior-year
period.  AMR paid US$2.74 per gallon for jet fuel in the first
quarter compared to US$1.85 a gallon in the first quarter of
2007, a 48% increase.

"The first quarter proved yet again that fuel prices remain one
of the biggest threats to our industry and our company, and we
also can't ignore the ongoing concerns about the U.S. economy
and the potential impact on travel demand," AMR Chairman and CEO
Gerard Arpey said.  

"Clearly, it has been a challenging start to 2008, and I want to
take this time to again apologize to our customers who were
inconvenienced by our recent cancellations and also thank all of
our employees who worked tirelessly through difficult weather
and maintenance challenges to take care of our customers.  While
our first quarter financial results were disappointing, through
our hard work in recent years to contain costs and strengthen
our balance sheet and liquidity we are better positioned to
withstand today's uncertainty.  However, we also recognize that
we have a lot more hard work ahead of us and that our efforts
must be ongoing," he said.

Mr. Arpey noted that the company is taking numerous steps to
address the challenging circumstances that it faces, including
its recent hiring freeze for management and support staff and
the announcements that AMR is making additional reductions to
its 2008 capacity plan and is accelerating the replacement of
its MD-80 fleet with more efficient Boeing 737-800s.  Mr. Arpey
also reiterated AMR's commitment to continue to work with the
FAA to demonstrate the company's ongoing commitment to safety
and compliance with the FAA's directives.

AMR's planned divestiture of its regional carrier, American
Eagle, also continues to move forward, Mr. Arpey said.

                      Operational Performance

AMR reported first quarter consolidated revenues of
approximately US$5.7 billion, an increase of 5.0% year over
year.  AMR estimates that weather and maintenance cancellations
reduced first quarter consolidated revenue by approximately
US$75 million to US$80 million.  American's mainline passenger
revenue per available seat mile (unit revenue) increased by 6.5%
in the first quarter compared to the year-ago quarter.

Mainline capacity, or total available seat miles, in the first
quarter decreased by 1.5% compared to the same period in 2007.  
The year-over-year decrease in capacity was largely the result
of higher-than-anticipated weather cancellations, pilot early
retirements, and maintenance cancellations.

American's mainline load factor -– or the percentage of total
seats filled -– was a record 79.1% during the first quarter,
compared to 78.1% in the first quarter of 2007.  American's
first-quarter yield, which represents average fares paid,
increased 5.1% compared to the first quarter of 2007, its 12th
consecutive quarter of year-over-year yield increases.

American's mainline cost per available seat mile (unit cost) in
the first quarter increased 15.8% year over year.  The largest
contributor to the year-over-year increase in unit costs in the
first quarter of 2008 was fuel.  Excluding fuel, mainline unit
costs in the first quarter of 2008 increased by 3.3% year over
year.

As part of its efforts to improve the cost and fuel efficiency
of its fleet, as well as lessen the company's impact on the
environment, AMR provided an update on its plans to replace MD-
80 aircraft with 737-800s.  The company expects to take delivery
of a total of 34 737-800 aircraft in 2009 and 36 737s in 2010.  
Of these, the company has firm commitments in place for 27 737s
to be delivered in 2009 and three 737s to be delivered in 2010.  
This compares to the company's fleet renewal update in January,
when it said that it had firm commitments to take delivery of 23
737s in 2009.

                        Balance Sheet Update

Mr. Arpey noted that the company's efforts to strengthen its
balance sheet in recent years have better positioned AMR to face
the current industry challenges.

AMR ended the first quarter with US$4.9 billion in cash and
short-term investments, including a restricted balance of US$426
million, compared to a balance of US$5.9 billion in cash and
short-term investments, including a restricted balance of US$471
million, at the end of the first quarter of 2007.  The year-
over-year decrease in the company's cash and short-term
investment balance is primarily related to AMR's total debt
payments of approximately US$2.3 billion in 2007, including
prepayment of approximately
US$1 billion.

AMR's Total Debt, which it defines as the aggregate of its long-
term debt, capital lease obligations, the principal amount of
airport facility tax-exempt bonds, and the present value of
aircraft operating lease obligations, was US$15.2 billion at the
end of the first quarter of 2008, compared to US$17.5 billion at
the end of the first quarter of 2007.  AMR's Net Debt, which it
defines as Total Debt less unrestricted cash and short-term
investments, was US$10.7 billion at the end of the first quarter
of 2008, compared to US$12.2 billion at the end of the first
quarter of 2007.

As a result of scheduled principal payments as well as
prepayments, refinancings and other efforts to strengthen its
balance sheet, AMR's net interest expense in the first quarter
of 2008 was US$23 million lower than in the year-ago period, a
14% reduction.

AMR contributed US$25 million to its employees' defined benefit
pension plans in the first quarter and made an additional
contribution of US$50 million on April 15. AMR has contributed
more than US$2 billion to its employee defined benefit pension
plans since the beginning of 2002.

                          About AMR Corp.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger          
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.  
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                          *     *     *

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.


AMR CORP: Selling Asset-Management Subsidiary for US$480 Million
----------------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc.,
reached a definitive agreement to sell American Beacon Advisors,
Inc., its wholly owned asset-management subsidiary, to
Lighthouse Holdings, Inc., which is owned by investment funds
affiliated with Pharos Capital Group, LLC and TPG Capital, two
private equity firms.  AMR will receive total consideration of
approximately US$480 million.  

While primarily a cash transaction, AMR will retain a minority
equity stake in the business.  AMR expects to close the sale
this summer subject to satisfactory completion of customary
closing conditions as well as the approval of the Board of
Trustees of the American Beacon family of mutual funds,
shareholders of the American Beacon family of mutual funds, and
consents from other American Beacon clients.

AMR, which has been engaged in an ongoing strategic value review
process related to certain businesses under the AMR umbrella,
believes that the sale is in the best interests of AMR and its
shareholders and will benefit American Beacon, its employees,
customers and other stakeholders.  The sale is intended to allow
AMR and its shareholders to recognize the full value of American
Beacon while allowing AMR to focus on its core airline business.  
American Beacon currently provides a number of services for AMR
and its affiliates, including cash management for AMR and
investment advisory services and investment management services
for American's pension, 401(k) and other health and welfare
plans.

AMR anticipates that it will continue its relationships with
American Beacon after the closing.  However, to ensure that
continuing relationships between American Beacon and American's
pension, 401(k) and other health and welfare plans after closing
satisfy the fiduciary duties and other rules that apply to these
plans, an independent third party has been engaged to review and
approve any such continuing relationships.

In addition to currently providing these investment management
services and asset oversight services to AMR, American Beacon
currently serves as the investment manager of the American
Beacon Funds, a family of mutual funds with both institutional
and retail shareholders, and provides customized fixed income
portfolio management services.  Subject to the approval of the
shareholders of the American Beacon family of mutual funds, it
is anticipated that American Beacon will continue to be
investment manager for the mutual funds.

American Beacon Advisors has consistently grown since its
creation in 1987, adding new products and growing average assets
under management to $65 billion in 2007.  For 2007, on a
separate company basis, American Beacon's gross revenue was $101
million and income before income taxes was approximately $48
million, both of which increased approximately 40% over 2006.

"The decision comes after a careful evaluation of the strategy
that we believe will deliver the most value to our shareholders
and create the ownership structure that makes the most sense for
American Beacon," AMR Chairman and CEO Gerard Arpey said.  "What
started out more than 20 years ago as a smart way to manage
AMR's benefit plans and cash has evolved and grown significantly
into a successful financial management and advisory firm that is
fully capable of standing on its own and is well positioned to
pursue further growth opportunities outside of AMR."  Mr. Arpey
added that AMR is looking forward to engaging American Beacon
for cash management services after the transaction closes and
will remain actively engaged with American Beacon through a 10%
ownership interest.

"Pharos and TPG believe that the asset management business is a
robust  sector, in which American Beacon is a strong leader,
with an outstanding, 20-year track record of performance in
multiple asset classes across a variety of investment cycles,"
Kneeland Youngblood, co-founder and managing partner of Pharos
Capital, said.  "We look forward to working with the American
Beacon team and TPG to fully leverage its strengths into
industry-leading growth as well as continuing its superior
customer service and performance.  And, we welcome the
opportunity to work with AMR not only as a significant client,
but also as a long-term partner."

"Having significantly grown our third-party revenue over the
past several years, we believe the timing of the divestiture is
just right for our company, our customers and our employees,"
American Beacon Advisors Chairman William F. Quinn said.  "We're
looking forward to focusing on growing our core business, while
continuing to serve the needs of our customers and building on
our successful history under a new ownership structure.  Our
management team and employees are excited about the many
opportunities that this transaction will present to American
Beacon, and our customers can rest assured that we intend to
provide the same high level of service and expertise that they
have come to expect from American Beacon in the past."

Credit Suisse advised AMR on the transaction and Rothschild Inc.
continues to advise AMR in its ongoing strategic value review.  
Merrill Lynch & Co. acted as exclusive financial advisor to
Pharos Capital and TPG Capital.

                          About AMR Corp.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger          
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.  
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                          *     *     *

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.


BANCO INDUSTRIAL: Moody's Rates Cayman Unit's US$130MM Notes Ba1
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 foreign currency
rating to Banco Industrial e Comercial S.A. (Cayman Islands)'
US$130 million senior unsecured notes due April 2010 being
issued under the bank's existing US$1 billion Global Euro
Medium-term Note Program.  The rating outlook is stable.

Moody's noted that Banco Industrial's foreign currency debt
ratings remain unconstrained by Brazil's foreign currency
country ceiling for bonds and notes.

These rating was assigned to Banco Industrial (Cayman Islands)'
US$130 million senior notes due 2010:

  -- Ba1 long-term foreign currency debt, with a stable outlook.

Banco Industrial e Comercial S.A. is headquartered in Sao Paulo,
Brazil with BRL11 billion in total assets and BRL1.6 billion in
equity as of Dec. 31, 2007.


BANCO ITAU BBA: Fitch Affirms Issuer Default Rating at BB-
----------------------------------------------------------
Fitch Ratings has affirmed Banco Itau BBA (Uruguay)'s ratings
as:

   -- Long-term foreign and local currency issuer default rating
      at 'BB-', with a positive outlook;

   -- Support rating at '4';

   -- National long-term rating at 'AA(uy)', with a stable
      outlook.

The bank's long-term ratings reflect its status as a branch of
Banco Itau BBA and the quality of its parent, Banco Itau Holding
Financiera, which has a Fitch long-term foreign currency IDR of
'BBB-', restricted by the country ceiling, and a national rating
of 'AAA(bra)' for the long-term national rating.

In addition, the ratings reflect Banco Itau BBA's upcoming
closure of its Uruguayan branch, following the acquisition of
Bank Boston N.A. (Uruguay) by the group, which is pending only
the authorization of the Banco Central de Uruguay.

The bank has had limited operations in Uruguay.  Its assets
consist mainly of Uruguayan treasury bonds totalling US$11
million and its equity represented over 99% of total assets at
end-2007.

Banco Itau BBA (Uruguay) is a branch of Banco Itau BBA S.A., one
of the largest banks operating in Brazil.  Banco Itau Holding
Financiera holds a 95.75% stake in Banco Itau BBA S.A. and a
100% stake in Banco Itau S.A.  Banco Itau Holding Financiera
reported total assets of US$132.7 billion and total equity of
US$14.8 billion at end-2007.


BANCO PINE: Fitch Holds B+/B ID Ratings With Positive Outlook
-------------------------------------------------------------
Fitch Ratings has affirmed Banco Pine S.A.'s ratings as:

  -- Long-term foreign and local currency issuer default rating:
     affirmed at 'B+'

  -- Short-term foreign and local currency issuer default
     rating: affirmed at 'B'

  -- Individual rating: affirmed at 'D'

  -- Support rating: affirmed at '5'

  -- Support rating floor: affirmed at 'No Floor'

  -- National long-term rating: affirmed at 'A-(A minus)(bra)'

  -- National short-term rating: affirmed at 'F2(bra)'

The outlooks for the long-term IDRs and national long-term
rating remain positive

Banco Pine's ratings reflect its track record of good
profitability levels with a history of satisfactory asset
quality, adequate liquidity and capitalisation ratios, and
proven capacity to originate secured consignment (payroll
discount) and receivables-based lending.  On the other hand,
they also take into consideration its modest size that makes it
more vulnerable to a financial crisis, evident in concentrations
in its loan portfolio and funding, as well as the efforts to
expand funding at lower costs and manage the strong loan
origination without compromising asset quality and
capitalisation ratios.

The positive outlook for Banco Pine's ratings reflect Fitch's
expectations that, over the next year, the bank can adequately
manage sustained and rapid loan growth, while maintaining its
track record of good asset quality and the profitability needed
to sustain an adequate level of capitalization, whilend further
diversifying its funding base.  Fitch will closely monitor the
bank's growth goals to ensure they do not deteriorate asset
quality and/or squeeze capitalisation levels.  Fitch believes
that Banco Pine's regulatory capital ratios, like those of
several of its local peers, have overstated the bank's effective
capitalisation to date, given the significant volume of loans
sold to other banks with recourse.  Regulatory changes expected
to be implemented shortly will require banks to fully include
loan sales with any form of recourse in regulatory capital
calculations.

Banco Pine is a medium-sized bank with commercial and investment
portfolios] primarily focused on lending to medium-sized
companies and specialises in consignment loans to civil
servants.  At fiscal year ended 2007, it had BRL5.7 billion in
assets and BRL800 million in equity.

Headquartered in Sao Paulo, Banco Pine was established in 1997
by the brothers Nelson and Noberto Pinheiro after the sale in
1996 of their participation in another family institution.  A
comprehensive corporate and operational restructuring was
implemented and in the first half of 2005 Noberto Pinheiro
became the bank's majority shareholder.  In April 2007, Banco
Pine went public by placing non-voting preferred shares at the
Bovespa Level 1 on the New Brazilian Stock Market.  These shares
enjoy a tag-along privilege, giving minority shareholders 100%
of the value of the block of controlling shares in the event of
the sale of the institution.


DELPHI CORP: Wants Exclusivity Moved Beyond Plan Effective Date
----------------------------------------------------------------
Delphi Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend their
exclusive periods to:

   (a) file a plan of reorganization until 30 days after
       substantial consummation of the confirmed First Amended
       Joint Plan of Reorganization or any modified Plan; and

   (b) solicit acceptances of that Plan until 90 days after
       substantial consummation of the First Amended Plan or
       modified Plan.

Out of an abundance of caution and to ensure clarity with their
stakeholders, including their customers and supplies, the
Debtors seek an extension of the Exclusive Periods to prevent
any lapse in exclusivity, John Wm. Butler, Jr., Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois,
clarifies.

A further extension of the Exclusive Periods, Mr. Butler says,
is justified by the significant progress the Debtors have made
toward emerging from Chapter 11.  After obtaining confirmation
of the First Amended Plan, the Debtors secured exit financing
and met all other conditions to the effectiveness of the Plan
and Investment Agreement and were prepared to emerge from
Chapter 11.

The Debtors' efforts to emerge from Chapter 11, however, were
affected by severe dislocations in the capital markets that
began late in the second quarter of 2007 and that have continued
through the present, according to Mr. Butler.  Although the
Debtors eventually obtained the exit financing required by the
First Amended Plan, the turbulence in the capital markets was a
principal cause of the delay in the Debtors' emergence from
Chapter 11 before the end of 2007, he maintains.  Moreover, the
decision by Appaloosa Management L.P. and the other Plan
Investors to not honor their commitments in the parties' New
Equity Purchase and Commitment Agreement prevented the Debtors
from emerging on April 4, 2008.

Nevertheless, the Debtors have accomplished numerous other tasks
related to many different aspects of the cases to emerge from
Chapter 11 protection, including:

   -- obtaining Court approval to perform under modified pension
      funding waivers issued by the Internal Revenue Service;

   -- reducing the aggregate amount of Trade and Other Unsecured
      Claims below the US$1,450,000,000 amount set by the Plan;

   -- obtaining the Court's permission to sell their bearings
      business;

   -- completing the sale of their interiors and closures
      business to Inteva Products, LLC; and

   -- commencing the offering of rights to purchase shares of
      Reorganized Delphi Corp. common stock, which closed
      March 31, 2008.

The unresolved contingencies relating to emergence
notwithstanding the Plan Investors' failure to perform, and the
size and complexity of the Debtors' cases, also justify a
further extension of the Exclusive Periods, Mr. Butler relates.

Under Section 1129(c) the Bankruptcy Code, the Court may confirm
only one plan of reorganization.  The Court confirmed the First
Amended Plan on Jan. 25, 2008.  Since the Plan Confirmation
Order cannot be revoked unless "procured by fraud," in
accordance with Section 1144, no other plan of reorganization
may now be filed or solicited in the Debtors' bankruptcy cases,
Mr. Butler asserts.  As a result, the Exclusivity Periods will
inevitably extend until the Debtors consummate the First Amended
Plan or any modified plan, he notes.

The Debtors are paying their bills as they come due, including
the statutory fees paid quarterly to the U.S. Trustee, Mr.
Butler assures Judge Drain.  The Debtors have also extended the
maturity date of their US$4,500,000,000 debtor-in-possession
financing facility to July 1, 2008, and anticipate negotiating
financing through Dec. 31, 2008, to provide additional comfort
to creditors and other stakeholders that they will continue to
meet their obligations as they come due.

Although the Debtors are seeking a further extension of the
Exclusivity Periods, they nonetheless anticipate emerging from
Chapter 11 "as soon as reasonably practicable."

The Court will convene a hearing to consider the Debtors'
request on April 30.  Objections are due April 23.

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

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

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

(Delphi Bankruptcy News, Issue No. 123; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)            

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 18, 2008, Standard & Poor's Ratings Services still expects
to assign a 'B' corporate credit rating to Delphi Corp. if the
company emerges from bankruptcy in early April.
      
S&P has revised its expected issue-level ratings because changes
to the structure of the proposed financings have affected
relative
recovery prospects among the various term loans.  S&P's expected
ratings are:

   a) The US$1.7 billion "first out" first-lien term loan B-1 is
      expected to be rated 'BB-', with a '1' recovery rating,
      indicating the expectation of very high recovery in the
      event of payment default.

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

   c) The US$825 million second-lien term loan is expected to be
      rated 'B-', with a '5' recovery rating, indicating the
      expectation of modest recovery in the event of payment
      default.


DELPHI CORP: Mulls Suing Plan Investors for Reneging on New EPCA
----------------------------------------------------------------
Delphi Corp. and its debtor-affiliates believes that Plan
Investors A-D Acquisition Holdings, LLC, Harbinger Del-Auto
Investment Company, Ltd., Merrill Lynch, Pierce, Fenner & Smith
Inc., UBS Securities LLC, Goldman, Sachs & Co., and Pardus DPH
Holding LLC wrongfully terminated the New Equity Purchase and
Commitment Agreement and disputes the allegations that it
breached the New EPCA or failed to satisfy any condition to the
Plan Investors' obligations.

At the time ADAH delivered its April 4 Termination Notice, the
representatives of Delphi's exit financing lenders, General
Motors Corp., the Official Committee of Unsecured Creditors, the
Official Committee of Equity Security Holders, and all other
parties needed for the Debtors' successful closing and emergence
from Chapter 11, other than the Plan Investors, were present and
were prepared to move forward.  Moreover, all actions necessary
to consummate the Plan, including obtaining US$6,100,000,000 of
exit financing, were taken other than the concurrent closing and
funding of the New EPCA.

Delphi Corp. Vice President and Chief Restructuring Officer John
D. Sheehan relates in a regulatory filing with the Securities
and Exchange Commission that Delphi's Board of Directors has:

   (a) formed a special litigation committee; and

   (b) engaged independent legal counsel to consider and pursue
       any and all available equitable and legal remedies,
       including the commencement of legal action in the U.S.
       Bankruptcy Court for the Southern District of New York to
       seek all appropriate relief, including the Plan
       Investors' specific performance of their obligations
       under the New EPCA.

Pursuant to the New EPCA, the Plan Investors committed to
purchase US$800,000,000 of convertible preferred stock and
approximately US$175,000,000 of common stock in the reorganized
company.  In addition, the Plan Investors committed to purchase
any unsubscribed shares of common stock in connection with an
approximately US$1,600,000,000 rights offering that was made
available to unsecured creditors subject to satisfaction of
other terms and conditions.

As of April 4, 2008, the Plan Investors collectively own
125,739,448 shares of Delphi common stock, representing 22.31%
of the 563,477,461 shares of Delphi Common Stock outstanding as
of Jan. 31, 2008.  Delphi shares traded at US$0.11 per share at
the close of business on April 11.

           ADAH Delivers Supplemental Termination Letter

As reported in the Troubled Company Reporter on April 7, 2008,
Delphi Corp.'s Plan Investors terminated the parties' New Equity
Purchase and Commitment Agreement on April 4, 2008, interrupting
Delphi's efforts to close its Plan of Reorganization.

The closing had been scheduled to occur on April 4 pursuant to
the New EPCA between Delphi and Plan Investors A-D Acquisition
Holdings, LLC, Harbinger Del-Auto Investment Company, Ltd.,
Merrill Lynch, Pierce, Fenner & Smith Inc., UBS Securities LLC,
Goldman, Sachs & Co., and Pardus DPH Holding LLC.

Several hours prior to the April 4 scheduled closing, ADAH,
affiliate of lead Plan Investor Appaloosa Management L.P.,
delivered to Delphi a letter, stating that that letter
"constitutes a notice of immediate termination" of the New EPCA.

The April 4 Termination Notice alleges that:

   (1) Delphi has breached certain provisions of the New EPCA;

   (2) ADAH is entitled to terminate the New EPCA; and

   (3) the Plan Investors are entitled to a US$82,500,000 fee
       plus certain expenses and other amounts.

ADAH subsequently delivered to Delphi a supplement to the April
4 Termination Notice on April 5, 2008, stating that that
supplemental letter constitutes a "notice of an additional
ground for termination" of the New EPCA.  The April 5 letter
cited Section 12(d)(iii) of the Investment Agreement based on
the Plan not having become effective on or before April 4, 2008.

The New EPCA provided that if the closing date under the
agreement has not occurred by April 4, 2008, ADAH may terminate
the agreement from and after April 5, 2008.

ADAH added that it would continue to actively engage in
discussions to resolve outstanding issues with Delphi in a
mutually acceptable manner, including considering mutually
acceptable alternative transactions wherein it would participate
in a capacity different than that envisioned by the New EPCA.

A full-text copy of the April 4 Termination Notice is available
for free at http://ResearchArchives.com/t/s?2ab1

A full-text copy of the April 5 Termination Notice is available
for free at http://ResearchArchives.com/t/s?2ab2

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

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

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

(Delphi Bankruptcy News, Issue No. 123; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)            

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 18, 2008, Standard & Poor's Ratings Services still expects
to assign a 'B' corporate credit rating to Delphi Corp. if the
company emerges from bankruptcy in early April.
      
S&P has revised its expected issue-level ratings because changes
to the structure of the proposed financings have affected
relative
recovery prospects among the various term loans.  S&P's expected
ratings are:

   a) The US$1.7 billion "first out" first-lien term loan B-1 is
      expected to be rated 'BB-', with a '1' recovery rating,
      indicating the expectation of very high recovery in the
      event of payment default.

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

   c) The US$825 million second-lien term loan is expected to be
      rated 'B-', with a '5' recovery rating, indicating the
      expectation of modest recovery in the event of payment
      default.


GENERAL MOTORS: Brazilian Unit to Invest US$200MM for New Plant
---------------------------------------------------------------
General Motors Brazil, along with officials from the Santa
Catarina State and Joinville City, announced today the company's
decision to build a new engine and automotive components plant
in that city.

The new plant will require investments of approximately
US$200 million and is scheduled to begin production in the 4th
quarter of 2009 -- only 19 months from the announcement.  The
plant will employ 500 people and is expected to generate 1,300
indirect jobs.

"The decision to build a new engine plant in Brazil is essential
to our ability to expand vehicle production capacity throughout
the Mercosul Region," said Jaime Ardila, President of General
Motors Brazil and Mercosul.

Jose Carlos Pinheiro Neto, vice-president of GM Brazil, said,
"The plant is part of GM Brazil's strategy to place facilities
in the most advantageous locations and Joinville City provides a
fantastic infrastructure and has highly skilled labor."

The facility will be approximately 500,000 square meters with
the plant itself comprising an area of approximately 60,000
square meters.  The plant will have the capability to produce
120,000 engines and 50,000 cylinder heads per year and, when at
full capacity, it will operate on 3 shifts.

The plant will include some of the most advanced processes in
the area of engine machining and assembly, and cylinder head
manufacturing.  The machining process incorporates flexible
machines with control systems that provide for rapid production
changes to volume, technical changes and product improvements.  
In addition, the sophisticated engine test system enables
operators to test engines without using fuel (gasoline or
ethanol).  As a result, the electrically-powered system
essentially eliminates the generation of contaminants inside the
plant.

Adhemar Nicolini, General Director of GM Powertrain for Latin
America, Africa and Middle East, said, "An example of
environmental responsibility at the plant is the closed looped
system that uses water and oil, but does not create industrial
waste -- meaning there is zero pollution in the production
process."

As with all GM facilities in Brazil, the new plant will be built
in accordance with the company's global environmental policies.  
For example, approximately 180,000 square meters of land will be
preserved as a natural habitat.

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.


GENERAL MOTORS: LatAm, et al. Unit Quarterly Sales Up 20%
---------------------------------------------------------
General Motors Latin America, Africa and Middle East region
posted an all-time Q1 record in 2008, selling 323,400 vehicles,
up 52,900 units over the same quarterly period in 2007.  GM’s
volume increase of 19.6 percent for the quarter outpaced the
11.7 percent industry growth rate for the region.  In addition,
LAAM’s market share increased to 17.9 percent for the quarter,
up 1.2 share points year-over-year.

In achieving the Q1 record sales level, GM LAAM sold an all-time
March monthly high of 111,300 units.  This equates to a 7.2
percent improvement year-over-year.

Maureen Kempston Darkes, GM group vice president and president
of GM LAAM said, “Our record first quarter sales illustrate GM’s
strength in key emerging markets.  Strong demand for Chevrolet
products and strong economies continued in our markets through
the first quarter.”

All-time quarterly GM sales records were posted in the
Argentina, Egypt and North Africa markets.  First quarter GM
sales records were set by Brazil, Chile, Ecuador, Venezuela,
Middle East and Israel.  Chevrolet Corsa, Celta and Aveo
continued as the top three sellers across the region in Q1 2008,
representing 38 percent of sales.

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, Chile, Colombia, Ecuador, Venezuela 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.


JAPAN AIRLINES: Fitch Holds 'BB-' IDR; Revises Outlook to Stable
----------------------------------------------------------------
Fitch Ratings revised the Outlook on Japan Airlines Corporation
and its wholly-owned operating subsidiary, JAL International
Co., Ltd.'s Long-term Issuer Default ratings to Stable from
Negative.  At the same time, Fitch has affirmed both companies'
Long-term IDRs and ratings of outstanding bonds at 'BB-'.  The
Outlook revision follows JAL's operational turnaround and better
liquidity.

"JAL's accelerated restructuring efforts since FYE06, including
an overhaul of flight networks, reduction of capacity, and
cutting of personnel expenses - as well as a favourable domestic
supply/demand balance and robust international demand - have
supported a steady improvement in yield and unit revenue," says
Satoru Aoyama, Director in Fitch's Asia-Pacific Corporate team.  
These improvements have enabled JAL to absorb high fuel costs
while boosting earnings and operating cash flow.  Moreover, the
impact of a series of safety errors in the second half of FYE05
to FYE06 has subsided.  These errors had caused a shift in
passengers away from JAL, which prompted JAL to expand discount
programs to gain passengers back, which resulted in a slow
turnaround in operating results.

The Outlook revision also reflects JAL's improved leverage and
better liquidity.  Disposals of non-core assets and a series of
common share and preferred share issues (July-August 2006 and
March 2008: JPY148 billion and JPY151.5 billion), combined with
an improved cash flow generation, led to a constant reduction in
debt and leverage.  Total adjusted debt declined to JPY1,627.1
billion at end-H108 (including Fitch Ratings' estimate of off-
balance sheet lease liabilities of JPY653 billion), from
JPY1,876.2 billion at FYE06.  Leverage also improved, to 5.8x in
the last 12 months to end-H108, from 7.8x in FYE07 and 9.2x in
FYE06.

Much-needed capital - to support significant capex requirements
- has also been provided by these new equity issues, combined
with state-owned Japan Bank for International Cooperation's
import programme which guarantees payments of an airline's
borrowing for up to 80% of the purchase prices of aircraft and
engines.  Moreover, the most recent capital raising indicates
better liquidity and solid relationships with its financiers,
having been subscribed by its key relationship banks and various
business counterparts.  This point is particularly important
since the previous rating action (Outlook revision to Negative
in December 2006) was prompted partly by Fitch's concerns over
JAL's ability to refinance maturing debt and fund its capex
requirements amidst reports of the safety errors and weak
earnings.

As JAL plans for another year of very high jet fuel prices, a
further increase in air fares is critically important to
achieving its earnings targets.  However, as concerns mount over
the resilience of the Japanese consumer in the face of rising
prices and stagnant wage trends, additional fare increases may
threaten positive demand trends.  Fitch is also concerned with
the increasing competition in the domestic air passenger market,
which has already weakened profitability of the domestic
passenger business.  Therefore, positive-rating trends depend
largely on the resilience of travel demand, a further increase
in yields and unit revenues, and reduction of non-fuel costs.

"As the Japanese airline sector faces a possible cyclical
downturn in the near future, it will become increasingly more
difficult to rely on air fare increases and fuel surcharges to
offset the impact of high jet fuel prices.  JAL would probably
need additional restructuring and efficiency improvement efforts
in order to maintain the current momentum in its earnings and
credit quality improvements," adds Mr. Aoyama.

                      About Japan Airlines

Tokyo-based Japan Airlines International Company, Limited --
http://www.jal.com/en/-- was created as a result of the merger  
of Japan Airlines and Japan Air Systems to boost domestic
coverage.  Japan Airlines flies to the United States, Brazil and
France.


VALERO ENERGY: Petrobras to Continue Talks to Buy Aruba Plant
-------------------------------------------------------------
Jorge Luiz Zelada, international operations director of Petroleo
Brasileiro SA, aka Petrobras, told Denise Luna at Reuters that
the firm will resume negotiations this month to purchase Valero
Energy Corp.'s plant in Aruba.

Mr. Zelada commented to the press, "A decision (on whether to
purchase the asset) is expected to be made by our directorate
and board in April."

Petrobras had agreed to purchase the plant for US$2.8 billion
before the fire that occurred at the plant's vacuum distillation
unit on Jan. 25, 2008, Reuters says, citing sources familiar
with the negotiation between the two firms.

According to Reuters, repairs at Valero Energy's plant in Aruba
will be completed this month.

Sources told Reuters that Petrobras won't take possession of the
plant until the repairs are complete.

Reuters notes that the plant lacks a catalytic cracking unit to
make gasoline and that Valero Energy has used it as a producer
of intermediate feedstocks that are shipped to other plants to
make finished products.  The company bought the plant from El
Paso Corp. for US$465 million in 2004.

According to Valero Energy, over US$640 million has been
invested in upgrading the Aruba plant in past five years.

A source commented to Reuters, "Whoever buys is buying a lot of
headaches.  Petrobras fortunately has a lot of money.  They're
going to have to spend a huge amount of money there."  The Aruba
plant also has difficulties with its electrical power supply,
Reuters adds.

Chi Chow at Tristone Capital Co. in Denver, Colorado, commented
to Dow Jones, "It would sure be a good deal for Valero.  Even if
refinery assets have appreciated a lot recently, this would
still be a decent return on investment."

Valero Energy identified several underperforming plants it wants
to sell and the Aruba plant is one of them, Dow Jones says,
citing Mr. Chow.  Valero Energy told Dow Jones that it wants to
keep only its most profitable plants and will retain large
refineries that can upgrade cheaper grades of crude into high-
value products like gasoline and diesel.

"Valero wants to improve returns and profitability," Mr. Chow
told Dow Jones.

                         About Petrobras

Headquartered in Rio de Janeiro, Brazil, Petroleo Brasileiro SA
aka Petrobras -- http://www2.petrobras.com.br/ingles/index.asp-
- was founded in 1953.  The company explores, produces,
refines, transports, markets, distributes oil and natural gas
and power to various wholesale customers and retail distributors
in Brazil.  Petrobras has operations in China, India, Japan, and
Singapore.

                       About Valero Energy

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

                           *     *     *

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


TAM SA: Renames Freight Unit From TAM Express to TAM CARGO
----------------------------------------------------------
TAM SA changed the name of its freight unit from TAM Express to
TAM Cargo.  "The change is part of the plan for restructuring
the  brand, and consequently, for a new definition of the
company's business units.  The freight division is growing in
business importance for TAM," said Marketing director Manoela
Amaro.

In 2007, gross revenues of TAM CARGO totaled BRL776.8 million, a
60% increase over 2006.  This accounted for 9.2% of the
company's total billing of BRL8.5 billion.  International
freight receipts totaled BRL416.7 million last year, a 153%
increase from the previous year, accounting for 54% of TAM CARGO
billing, while in the domestic market, freight revenues climbed
11.9%, totaling BRL360.1 million.

"The result was attained through sales efforts to strengthen
customer loyalty, expansion of agreements with corporate
customers, new customers and partnerships with airlines and
ground transport companies that extend the coverage of our
services," said TAM Cargo director, Marcelo Rodrigues.

Structured as a business unit, TAM Linhas Aereas has been
enjoying double digit growth in revenues since 2004, when it
billed BRL307 million, which then shot up to nearly BRL777
million in 2007, more than tripling receipts of BRL239 million
garnered in 2003.

Another point emphasized by Mr. Rodrigues was the change in the
sales model for freight services in Europe.  "Previously, space
in cargo holds was rented to other companies at fixed monthly
rates.  Our billing was satisfactory, but limited.  With TAM's
expansion in Europe, together with market knowledge gained over
the years, the option of changing our sales strategy and
entering into partnerships with General Sales Agents -- TAM's
sales representatives -- has proven to be right on the money."

In 2007, TAM began offering new flights to Milan, Madrid,
Frankfurt, Montevideo and Caracas, and now has more than 700
daily domestic and international flights, on which TAM Cargo
ships everything from small bags, documents and items, to huge
amounts of all kinds of freight such as foodstuffs, footwear,
pharmaceutical products, auto parts and electronic appliances.

TAM CARGO uses the cargo holds of the TAM Linhas Aereas fleet,
which currently consists of 110 aircraft.  The current freight
capacity for import and export by TAM CARGO in the international
market is 440 tons per day (from Brazil to other countries and
vice versa), broken down as follows: 228 tons to Europe; 160
tons to the United States and 52 tons to Mercosur countries.

                     Investments in 2008

"In 2008, we plan to invest approximately BRL22 million in
infrastructure for domestic freight terminals all over the
country.  We also expect to invest another BRL8 million in
national and international freight systems.  This will enable
TAM CARGO to increase its ability to move freight and integrate
operational, sales and financial management more fully," said
Mr. Rodrigues.

For 2008, in addition to acquiring more planes from the Airbus
family, the arrival of four Boeing 777-300ER is scheduled, with
greater capacity in the hold for shipping freight and will
strengthen the international expansion envisioned by the
company.  The current fleet has 110 planes, and the company
expects to end the year at 123.  Projections for the close of
2012 are for 147 aircraft in operation.

In the international market, three new destinations or routes --
still on the drawing board -- and new agreements with airlines
and ground transportation companies should expand even further
the range of options available to freight unit customers.

For the domestic market, the installation of advance stations --
TAM Cargo outlets set up on site at customer facilities -- will
be extended.  These outlets will make it possible to strengthen
still further the bond between TAM Cargo and its customers,
offering more flexible and personalized service.

                          TAM CARGO

TAM Cargo serves -- http://www.tamcargo.com.br-- 42 Brazilian  
airports with direct flights, takes on cargo in more than 400
cities and delivers to  more than 3,900 locations throughout the
country.  TAM International Cargo reaches some 45 countries and
more than 120 cities scattered across Mercosur countries, North
America, Europe and the Far East.

TAM Cargo offers customer service channels via its web site and
24-hour Call Center, which allows users to obtain general
information about shipping merchandise, price quotes, scheduling
pickups and tracking shipments in real time.  Service for Sao
Paulo and Greater Sao Paulo is done by phone at (11) 5079-9999;
other locations should call 0800 562211.  Starting May 1, the
call center will begin providing service to all of Brazil at
0300 115 9999.

                         About TAM

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

The company's international operations include direct flights to
17 destinations: New York and Miami (USA), Paris (France),
London (England), Milan (Italy), Frankfurt (Germany), Madrid
(Spain), Buenos Aires and Cordoba (Argentina), Santiago (Chile),
Caracas (Venezuela), Montevideo and Punta del Este (Uruguay),
AsunciOn and Ciudad del Este (Paraguay), and Santa Cruz de la
Sierra and Cochabamba (Bolivia)

                        *     *     *

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


UAL CORP: Fitch to Hold 'B-' ID Ratings Due to Fuel Costs, Etc.
---------------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of UAL Corp. and its
principal operating subsidiary United Airlines, Inc. as:

UAL Corp.
  -- Issuer Default Rating at 'B-';

United Airlines, Inc.
  -- IDR at 'B-';
  -- Secured bank credit facility (term loan and revolving
credit
     facility) at 'BB-/RR1'.

The Rating Outlook for UAL and United has been revised to Stable
from Positive.

Fitch has also assigned a senior unsecured rating of 'CCC' with
a recovery rating of 'RR6' to United's outstanding unsecured
debt.  The bank facility rating applies to approximately US$1.3
billion of funded term loan debt, and the unsecured rating
applies to approximately US$1.4 billion of outstanding notes.

Ratings for UAL and United reflect the airline's highly levered
balance sheet, volatile cash flow generation capacity, and
ongoing susceptibility to intense fuel and revenue shocks in an
industry that remains particularly vulnerable to macroeconomic
risk.   Following two years of improvements in cash flow
generation and steady debt reduction in 2006 and 2007, United
faces an increasingly difficult operating environment in 2008
that will likely lead to some deterioration in credit quality
over the next few quarters.

The rapid rise in crude oil and jet fuel prices since the start
of the year has highlighted the unique vulnerability of the
airline industry to energy price spikes at a time when the onset
of a U.S. recession may undermine U.S. carriers' ability to pass
on rising fuel costs in the form of higher fares.  Despite the
steady progress made toward balance sheet repair since United
emerged from bankruptcy protection in 2006, Fitch believes that
the worsening industry operating environment and the carrier's
weakened free cash flow generation potential will preclude
credit profile strengthening over the near term.

In a prolonged high fuel cost scenario that assumes no
significant pull-back in crude oil and jet fuel prices through
early 2009, United 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.  
However, it is important to note that United's substantial cash
balances and unencumbered asset holdings give it some room to
maneuver with respect to liquidity preservation in a deep
industry downturn.  Estimated March 31 unrestricted cash
balances in the US$2.9 billion to US$3.0 billion range provide a
significant cushion for United to absorb a heavy energy and
demand shock without reaching distressed liquidity levels.  
Moreover, United's current unencumbered fleet of 113 aircraft
could be financed to shore up cash balances if free cash flow
trends deteriorate further.

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.

In its late March investor update, United estimated Q1 average
jet fuel prices of US$2.74 per gallon.  This compares with a
2007 average mainline fuel price of US$2.18 per gallon.  Fitch
estimates that the annual mainline fuel cost impact of a 10-cent
change in jet fuel prices is approximately US$220 million.  A
full year 2008 average fuel price of US$3.00 per gallon,
therefore, would translate into approximately US$1.8 billion of
incremental mainline fuel costs this year.

Credit metrics will likely worsen this year as free cash flow
turns negative and opportunities for further debt reduction
beyond the US$678 million in scheduled 2008 maturities
disappear.  United's empty aircraft order book is a positive
now, with no near-term aircraft capital commitments that would
require access to debt capital markets.  In light of the need to
focus on liquidity management in the current operating
environment, Fitch believes it is unlikely that additional cash
will be returned to shareholders in 2008.  United made a US$257
million cash distribution to shareholders in January.

A tight fixed charge coverage covenant in United's bank facility
could become an issue later in the year if fuel prices remain at
or above current levels and revenue trends weaken.  United does
not face similar risks with respect to two other credit facility
covenants.

The Delta-Northwest merger announcement increases the likelihood
of a follow-on consolidating transaction involving United or
other U.S. carriers. Execution risk related to the closing of
any airline merger by early 2009 is significant, particularly in
light of the weakening operating environment and organized
labor's skepticism about the merits of consolidation.  
Importantly, any capacity rationalization and cost savings
linked to mergers would have to wait until early 2009 at the
earliest-following a lengthy antitrust review by the U.S.
Department of Justice.  In Fitch's view, industry consolidation
could lay the foundation for more rational capacity decision-
making in highly competitive domestic markets and should
mitigate the impact of economic cycles on airline cash flow.

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$3.00 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 and force United to borrow
heavily to avoid intensifying liquidity pressure moving into
2009.

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

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



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

BANCREDIT CAYMAN: Tricom Wants Claim Pegged at US$120,000
---------------------------------------------------------
Pursuant to Section 502(c) of the Bankruptcy Code, Tricom SA and
its debtor-affiliates seek authority from the U.S. Bankruptcy
Court for the Southern District of New York to:

   (i) estimate the claim of Bancredit Cayman Limited at no more
       than US$120,000; and

  (ii) estimate the claim of Bancredito (Panama), S.A., at zero.

Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New
York, says the proposed estimation of the claims is merely to
avoid delay in the confirmation of the Debtors' Prepackaged
Joint Chapter 11 Plan of Reorganization.

"Although the deadline to file objections to the reorganization
plan has yet to expire, the [Debtors] fully anticipate that
[Bancredit Cayman's] representatives will continue their  
obstructionist tactics in a misguided attempt to derail the  
reorganization," Mr. Nashelsky points out.

Bancredit Cayman, and Bancredito Panama have proposed the
appointment of an examiner in Tricom's case before confirmation
proceedings related to Tricom's plan commences.  They also
proposed the deposition of the Debtors, GFN Corp., Ltd., and
its affiliates.  Bancredit Cayman seeks to recover
US$120,000,000, while Bancredito Panama asserts a claim for
US$70,000,000.

The Debtors say they cannot afford to wait for the outcome of a
determination on the merit of those claims since it would delay
and impede the reorganization.

In connection with the proposed estimation of claims, the
Debtors seek the Court's authority to:

   (i) hear legal argument concerning the legal obstacles that
       representatives of Bancredit Cayman and Bancredito
       Panama will face in pursuing their claims in terms of
       venue and ability to state legally cognizable claims;
       and

  (ii) submit declarations concerning foreign law without
       requiring foreign legal experts to travel to the United
       States of America for live testimony.

The Ad Hoc Committee supports the Debtors' request.

                         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)  

                        About Bancredit

Bancredit (Cayman) Limited is a Cayman Islands banking
institution within a Dominican Republic group of companies.  
Bancredit is in liquidation proceedings before the Grand Court
of the Cayman Islands since 2004.  Richard E L Fogerty and G
James Cleaver of Kroll (Cayman) Limited were appointed by the
Cayman Islands Court to act as Bancredit's Joint Official
Liquidators on May 31, 2004. The Liquidators, on the estate's
behalf, filed a petition under Chapter 15 of the Bankruptcy Code
on May 10, 2006, before the U.S. Bankruptcy Court for the
Southern District of New York in Manhattan (Case No.: 06-11026).  
Timothy T. Brock, Esq., at Satterlee Stephens Burke & Burke LLP
in New York, represents the Liquidators in the Chapter 15 case.  
The Liquidators estimated that the company had more than US$100
million in total assets and US$215 million in total debts at the
time of the Chapter 15 filing.

On November 16, 2007, a complaint was lodged against Tricom SA
under docket reference Bancredit Cayman Limited v. Tricom, SA
Adversary No. 7-2595 before a New Jersey court.  Bancredit
asserted at least US$120,552,000 in claims against Tricom.

The Liquidators, in a January 2008 report to Bancredit unsecured
creditors, said Bancredit may be unlikely to receive repayment
in full of the amounts it provided to Tricom given Tricom's
apparent insolvency.  However, the Liquidators said they would
maintain the claims so that Bancredit would have the right to be
involved in restructuring negotiations.


BANCREDIT CAYMAN: Hearing for Tricom Case Examiner Adjourned
------------------------------------------------------------
Chief U.S. Bankruptcy Judge Stuart Bernstein of the U.S.
Bankruptcy Court for the Southern District of New York, on
April 2, 2008, adjourned indefinitely the hearing on the
proposed appointment of an examiner filed by Bancredit Cayman
Limited, according to a report by Bloomberg News.

Bancredit Cayman has sought the appointment of an examiner to
investigate the alleged misconduct of Tricom SA and its debtor-
affiliates, the Ad Hoc Committee formed by certain holders of
Unsecured Financial Claims against Tricom, and other parties who
had anything to do with the negotiation and formulation of the
Debtors' Prepackaged Joint Chapter 11 Plan of Reorganization.

Bancredit Cayman seeks to recover US$120,000,000 from Tricom,
S.A., which was allegedly looted from the bank by its director,
Manuel Arturo Pallerano, who is also the majority controlling
owner of Tricom.  The alleged transfer of funds caused Bancredit
Cayman to be insolvent.

                      Examiner Appointment

On behalf of Bancredit Cayman, Timothy T. Brock, Esq., at
Satterlee Stephens Burke & Burke LLP, in New York, told the
Court that a special committee was appointed by the Debtors'
Board of Directors to investigate the transaction made by Manuel
Arturo Pellerano sometime in December 2002, wherein he allegedly
unlawfully transferred US$70,000,000 in funds from Bancredit
Cayman Limited to Tricom, S.A.  Hunton & Williams LLP and BDO
Seidman LLP were retained by the Special Committee to assist in
the investigation.

The Special Committee, Mr. Brock said, was not given authority
to obtain all of the information, which was necessary to do a
thorough investigation.  The Special Committee did not have any
subpoena powers, and it was thus not able to obtain all of the
documents and information it sought, he said.

According to Mr. Brock, the Special Committee was terminated in
May 2007, before it was able to provide its Final Report to
Tricom, and subsequently counsel to the Special Committee
completed the Final Report which was provided to Tricom in July
2007.  Nevertheless, the Special Committee made available to the
Tricom Board and senior management an initial report in
September 2005 which purported to summarize the Special
Committee's findings through that time.

Mr. Brock noted that Tricom characterizes the Special
Committee's findings in a "bewildering manner" when Tricom
stated that "[v]arying conclusions can be reached as to whether
we properly accounted for the [December 2002 Transaction] based
on different hypothetical fact scenarios" and that under certain
of those scenarios the December 2002 Transaction did not qualify
as equity, but "should be classified outside of permanent equity
as 'mezzanine financing'."

The Special Committee's findings were based only on hypothetical
fact scenarios, and not specific factual findings, Tricom
asserted.

Bancredit Cayman intends for the examiner to investigate and
report on:

   (i) the findings of the Special Committee and BDO Seidman,
       and the actions taken by the Debtors and the affiliates
       of Mr. Pellerano in response to the report; and

  (ii) the Debtors, the Ad Hoc Committee, and any self-dealing
       by Mr. Pellerano and his affiliates.

Mr. Brock said that a Court-approved examiner is necessary to
review the findings of the Special Committee, considering how
the Debtors' reacted to the findings and how the Special
Committee was prevented from obtaining pertinent information
from parties believed to be under the control of Mr. Pellerano,
his family members and affiliated companies, including GFN
Corp., Ltd.

Mr. Brock said that contrary to the Debtors' characterization of
the December 2002 transaction as equity in its financial
statements, the Special Committee's findings show that the
transaction yielded debt for accounting purposes.  He added that
if the transaction cannot be deemed to be equity but debt, the
Debtors' Prepackaged Joint Chapter 11 Plan of Reorganization
Plan, therefore, had not been proposed in good faith.

According to Mr. Brock, the Debtors have not also implemented
most of the Special Committee's recommendations, including the
creation of an independent audit committee and engagement with
an internationally recognized auditing firm.  

                     Debtors, et al. Object

Tricom S.A., and its affiliates want the Court to deny the
proposed appointment of an examiner.

Representing the Debtors, Larren M. Nashelsky, Esq., at Morrison
& Foerster LLP, in New York, says that Bancredit Cayman did not
provide facts sufficient to justify the cost and delay involved
with the appointment and the corresponding investigation.  He
adds that the bank merely relied on a selective discussion of
certain disclosures contained in the Debtors' Disclosure
Statement and annual reports.  

Mr. Nashelsky further says that the information requested by
Bancredit Cayman has long been available including the Special
Committee's reports, however, the bank chose to abandon its
effort to prove its claim against the Debtors.

"Admittedly, the representatives abandoned their effort to
discover the facts for about 14 months," Mr. Nashelsky notes.  
"They now ask the Court to remedy their own neglect because the
Debtors now seek to complete one of the last steps of their
restructuring, a goal publicly announced by the Debtors well
over a year ago."

Mr. Nashelsky says that all parties-in-interest are assured that
the Reorganization Plan was properly negotiated and provides
fair treatment.  

"No member of the Ad Hoc Committee is connected with the [6]
affiliated creditors," Mr. Nashelsky clarifies, adding that the
Ad Hoc Committee, the affiliated creditors, and the Debtors
retained separate legal counsel and financial advisors.

The affiliated creditors are Balking Trading, Inc., Eastern
Power Corporation, Editorial AA, S.A., Ellis Portfolio, S.A.,
Minstar Ventures, Ltd., and Porter Capital, Ltd.

Mr. Nashelsky also clarifies that the Reorganization Plan places
majority control of the reorganized Debtors to the holders of
unsecured financial claims not affiliated with Mr. Pellerano or
the affiliated creditors.

"Following confirmation of the [reorganization] plan, such
creditors will own the vast majority of the stock to be issued
by the parent company of the reorganized Debtors, and will
control the [reorganized Debtors] Board of Directors," Mr.
Nashelsky explains.  He adds that the affiliated creditors will
receive prescribed minority voting protections under the terms
of the Reorganization Plan.

Mr. Nashelsky further clarifies that Bancredit Cayman could
still pursue its claims against the Debtors even after the
confirmation, since nothing in the Reorganization Plan waives or
discharges the bank of its rights.  On the contrary, the Debtors
cannot survive a protracted proceeding that may result from the
appointment of an examiner in light of the cost and uncertainty
attendant to it, he points out.

In separate statements, the Ad Hoc Committee and the affiliated
creditors also urge the Court to deny the proposed appointment.

The parties contend that the appointment of an examiner merely
seeks to prove Bancredit Cayman's claim that does not have any
legal basis, and delay the confirmation of the Reorganization
Plan.  They point out that the Court is not required to appoint
an examiner to advance the litigation interests of one party to
a two party dispute, even under the mandatory provisions of
Section 1104(c)(2) of the Bankruptcy Code.

With respect to Bancredito (Panama), S.A.'s contention, the Ad
Hoc Committee says that Bancredito Panama has yet to file any
action against the Debtors.  Bancredito Panama's own public
filings show that its claim is not actually directed against the
Debtors but various third parties, says the Ad Hoc Committee.

                Bancredit Cayman Retaliates

Bancredit Cayman contends that the proposed appointment is not a
two-party dispute but is in the interests of all creditors,  
including the general unsecured creditors who are not
represented before the Court.

"The reorganization plan's basic scheme relegates the Class 7
creditors to proceeding against the equity of the reorganized
[Debtors], and the adequacy of that equity is not only unknown
but appears plainly inadequate," says Timothy T. Brock, Esq., at
Satterlee Stephens Burke & Burke LLP, in New York.

According to Mr. Brock, any diminution of estate property is
detrimental to Class 7 creditors, who have no voice in the
proceedings.  

"The reorganization plan accomplishes precisely such a
diminution of property, and does so for the benefit of insiders
by releasing and indemnifying them from potential claims and
paying the affiliated creditors directly in secured debt," Mr.
Brock points out.  He says that this disposition of estate
property has not been scrutinized and adequately disclosed, and
that only an independent examiner can provide the transparency
and assure that the distributions are proper.

Mr. Brock says that a 60 to 90-day investigation will not harm
the Debtors' reorganization.

With respect to the allegation that Bancredit Cayman did nothing
to pursue the discovery, Mr. Brock relates that the bank held
off pursuing any court action to enforce its subpoenas after it
was contacted by the Special Committee to ask about its claim.  

Believing that it would be the beginning of a genuine attempt to
resolve its claim, Bancredit Cayman's representative Richard
Fogerty met with the Special Committee in May 2007 to discuss
about the claim, Mr. Brock relates.  

Mr. Brock says that the bank also sent letters to the Special
Committee and to the Debtors' chief restructuring officer Kevin
Lavin, however, it did not receive any response from both
parties.

In late November 2007, Bancredit filed its adversary proceeding
against the Debtors, to which the Debtors did not answer and
instead filed a request for its dismissal in February 2008.   
The possibility of any discovery in the adversary proceeding was
stayed after the Debtors filed for Chapter 11.

                     Appointment is Warranted

Diana G. Adams, United States Trustee for Region 2, and
Bancredito Panama urge the Court to approve the appointment of
an examiner.

The U.S. Trustee generally argues that the appointment is
warranted given that the unsecured debts in the Debtors' cases
far exceed US$5,000,000.  Meanwhile, Bancredito Panama asserts
that the appointment serves the interest of all creditors by
ensuring that the valuations and claims supporting the
reorganization plan are not tainted by fraud.

                         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)

                        About Bancredit

Bancredit (Cayman) Limited is a Cayman Islands banking
institution within a Dominican Republic group of companies.  
Bancredit is in liquidation proceedings before the Grand Court
of the Cayman Islands since 2004.  Richard E L Fogerty and G
James Cleaver of Kroll (Cayman) Limited were appointed by the
Cayman Islands Court to act as Bancredit's Joint Official
Liquidators on May 31, 2004. The Liquidators, on the estate's
behalf, filed a petition under Chapter 15 of the Bankruptcy Code
on May 10, 2006, before the U.S. Bankruptcy Court for the
Southern District of New York in Manhattan (Case No.: 06-11026).  
Timothy T. Brock, Esq., at Satterlee Stephens Burke & Burke LLP
in New York, represents the Liquidators in the Chapter 15 case.  
The Liquidators estimated that the company had more than $100
million in total assets and $215 million in total debts at the
time of the Chapter 15 filing.

On November 16, 2007, a complaint was lodged against Tricom SA
under docket reference Bancredit Cayman Limited v. Tricom, SA
Adversary No. 7-2595 before a New Jersey court.  Bancredit
asserted at least $120,552,000 in claims against Tricom.

The Liquidators, in a January 2008 report to Bancredit unsecured
creditors, said Bancredit may be unlikely to receive repayment
in full of the amounts it provided to Tricom given Tricom's
apparent insolvency.  However, the Liquidators said they would
maintain the claims so that Bancredit would have the right to be
involved in restructuring negotiations.


CAYMAN YACHT: Proofs of Claim Filing is Until April 21
------------------------------------------------------
Cayman Yacht Club Limited's creditors have until April 21, 2008,
to prove their claims to Christopher D. Johnson and Russell
Smith, the company's liquidators, or be excluded from receiving
any distribution or payment.

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

Messrs. Johnson and Smith, as joint liquidators, intend to pay a
final dividend to the creditors of the company no later than
Aug. 31, 2008.

Cayman Yacht's shareholders agreed on March 20, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

             Christopher D. Johnson and Russell Smith
             Attn: Sumitra Devi
             P.O. Box 2499, George Town
             Grand Cayman KY1-1104, Cayman Islands
             Telephone: (345) 946 0820
             Fax: (345) 946 0864


CHINA MAGNESIUM: Proofs of Claim Filing Deadline is April 21
------------------------------------------------------------
China Magnesium Co. Ltd.'s creditors have until April 21, 2008,
to prove their claims to Hugh Dickson, 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.

China Magnesium's shareholder decided on March 12, 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
            Grant Thornton Specialist Services (Cayman) Limited
            P.O. Box 1370, 7 Dr. Roy’s Drive
            Commerce House, 2nd Floor
            Grand Cayman KY1-1108, Cayman Islands
            Telephone: (345) 815 8242
            Fax: (345) 949 7120


CL BRAZIL: Proofs of Claim Filing Deadline is April 21
------------------------------------------------------
The CL Brazil Investment Fund Ltd.'s creditors have until
April 21, 2008, to prove their claims to Fabio de Aguiar Faria,
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.

The CL Brazil's shareholder decided on Jan. 9, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Fabio de Aguiar Faria
                 Alameda Itu, 852, 16th Floor
                 Jardim Paulista, 01409-010, Sao Paulo
                 Sao Paulo, Brazil

Contact for inquiries:

                 Sophie Gray
                 c/o Ogier
                 Queensgate House, South Church Street
                 P.O. Box 1234, Grand Cayman KY1-1108
                 Cayman Islands
                 Telephone: (345) 949 9876
                 Fax: (345) 949 1986


CL BRAZIL HIGH: Proofs of Claim Filing is Until April 21
--------------------------------------------------------
The CL Brazil High Yield Investment Fund Ltd.'s creditors have
until April 21, 2008, to prove their claims to Fabio de Aguiar
Faria, 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.

The CL Brazil's shareholder decided on Jan. 9, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Fabio de Aguiar Faria
                 Alameda Itu, 852, 16th Floor
                 Jardim Paulista, 01409-010, Sao Paulo
                 Sao Paulo, Brazil

Contact for inquiries:

                 Sophie Gray
                 c/o Ogier
                 Queensgate House, South Church Street
                 P.O. Box 1234, Grand Cayman KY1-1108
                 Cayman Islands
                 Telephone: (345) 949 9876
                 Fax: (345) 949 1986


GLOBAL CHALLENGE: To Hold Final Shareholders Meeting on April 21
----------------------------------------------------------------
Global Challenge Fund Ltd. will hold its final shareholders'
meeting on April 21, 2008, at 9:00 a.m. at Circle Partners,
Ultrechtseweg 31 D, P. O. Box 2052, 3800 CB Amersfoort, The
Netherlands.

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  
      above-named company for a period of five years from the
      dissolution of the company, after which they may be
      destroyed.

Salamanca's shareholders agreed 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:

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

Contact for inquiries:

                 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: Final Shareholders Meeting is on April 21
---------------------------------------------------------------
Honeywell Industrial Holdings will hold its final shareholders'
meeting on April 21, 2008, at 10:00 a.m. at Bessemer Trust
Company (Cayman) Limited, P.O. Box 694, Edward Street, George
Town, 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.

Honeywell Industrial's shareholders agreed 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


MYVATN INVESTMENT: Proofs of Claim Filing is Until April 21
-----------------------------------------------------------
The MYVATN Investment Corp. Inc.'s creditors have until
April 21, 2008, to prove their claims to MBT Trustees Ltd., the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

The MYVATN Investment's shareholder decided on Jan. 21, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 MBT Trustees Ltd.
                 P.O. Box 30622, Grand Cayman KY1-1203
                 Cayman Islands
                 Telephone: 945-8859
                 Fax: 949-9793/4


MYVATN INVESTMENT: Final Shareholders Meeting is on April 21
------------------------------------------------------------
The MYVATN Investment Corp. Inc. will hold its final
shareholders' meeting on April 21, 2008, at 12:00 noon at MBT
Trustees Ltd, 3rd Floor, Piccadilly Center, Elgin Avenue, 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) 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.

The MYVATN Investment's shareholder decided on Jan. 21, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 MBT Trustees Ltd.
                 P.O. Box 30622, Grand Cayman KY1-1203
                 Cayman Islands
                 Telephone: 945-8859
                 Fax: 949-9793/4


SALAMANCA SA: To Hold Final Shareholders Meeting on April 21
------------------------------------------------------------
Salamanca SA will hold its final shareholders' meeting on
April 21, 2008, at 10:00 a.m. at Bessemer Trust Company (Cayman)
Limited, P.O. Box 694, Edward Street, George Town, 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.

Salamanca's shareholders agreed 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


SPRINGFLEET INT'L: Final Shareholders Meeting is on April 21
------------------------------------------------------------
Springfleet International will hold its final shareholders'
meeting on April 21, 2008, at 10:00 a.m. at Bessemer Trust
Company (Cayman) Limited, P.O. Box 694, Edward Street, George
Town, 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.

Springfleet International's shareholders agreed 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



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

BANCOLOMBIA SA: Earns COP332 Billion in First Quarter 2008
----------------------------------------------------------
Bancolombia S.A.'s unconsolidated net income rose 49% to
COP332 billion in the first quarter 2008, from the first quarter
2007, Business News Americas reports.

According to Bancolombia, its net operating income grew 83.2% to
COP512 billion in the first quarter 2008, compared to the same
period last year.

As reported in the Troubled Company Reporter-Latin America on
April 15, 2008, Bancolombia reported unconsolidated net income
of COP219,621 million during the past month of March.  During
March, total net interest income, including investment
securities amounted to COP210,230 million.  Additionally, total
net fees and income from services totaled COP60,095 million.   
Total assets amounted to COP33.03 trillion, total deposits
totaled COP20.79 trillion and Bancolombia's total shareholders'
equity amounted to COP4.72 trillion.

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

                          *     *     *

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


GRAN TIERRA: Closes Costayaco-3 Testing With 2,543 Barrels/Day
--------------------------------------------------------------
Gran Tierra Energy Inc. had completed initial testing operations
on Costayaco-3, a new well drilled in the recently discovered
Costayaco Field in Colombia.  The company also updated progress
being made with additional drilling activities and production
infrastructure development.

                      Colombia Operations

Costayaco-3, Chaza Block:

On April 6, Gran Tierra completed initial testing operations for
Costayaco-3, the third well drilled in the Costayaco field, a
new oil field discovered in 2007.  The Costayaco field is
located in the Chaza Block in the Putumayo Basin, where the
company has a 50% interest and is the operator, with Solana
Resources holding the remaining 50% interest.  The well drilled
through the same reservoir sequences encountered in Costayaco-1
and -2, reaching a total depth of 8,620 feet on Feb. 20.  Log
interpretations from data acquired during drilling indicate
potential hydrocarbon pay in the Kg Sand Unit of the Rumiyaco
Formation, the U Sandstone Unit of the Villeta Formation, the T
Sandstone Unit of the Villeta Formation and the Caballos
Formation.  The company implemented a drill-stem test (DST) and
flow-test (FT) program to evaluate the Caballos Formation and
the T Sandstone Unit, the two primary reservoirs in the
Costayaco Field.  The shallower reservoirs will be tested and
considered for completion later in field life when the primary
reservoirs become depleted.

DST-1: (8,514 to 8,528 and 8,533 to 8,537 foot measured depth
interval; 18 feet of perforations) tested an apparent water leg
in the Lower Caballos Formation.  325 barrels of water with no
oil was obtained by swabbing.

DST-2: (8,490 to 8,502 foot measured depth interval; 12 feet of
perforations) further tested the apparent water leg in the Lower
Caballos Formation. 160 barrels of water with no oil was
obtained by swabbing.

DST-3: (8,470 to 8,480 foot measured depth interval; 10 feet of
perforations) tested an apparent oil leg in the Lower Caballos
Formation.  141 barrels of oil with no water was obtained by
swabbing.

FT-1: (8,376 to 8,386, 8,392 to 8,404, 8,406 to 8,424 and 8,436
to 8,458 foot measured depth intervals with 62 feet of
perforations in the Upper Caballos Formation; and 8,242 to
8,264, 8,270 to 8,282 and 8,295 to 8,305 foot measured depth
intervals with 44 feet of perforations in the T Sandstone Unit)
tested both the upper Caballos Formation and T-Sandstone Unit
combined.  A maximum natural flow rate of 2,543 oil barrels per
day of 30.2 API oil was obtained through a 128/64 inch choke
with only a trace (0.1%) of water.  At the end of the 36 hour
test the flow rate was still increasing.

Results of the testing program confirm an oil-water contact at
approximately 8,486 feet measured depth in the lower Caballos
Formation.  This is the first definitive identification of an
oil-water contact in the Costayaco field.  This data will allow
reserves in the Caballos Formation to be more accurately
calculated and will allow full-field development planning for
this interval to begin.  No evidence of an oil-water contact has
been identified in the shallower pay zones; further delineation
drilling will be required to determine the oil-water contact in
the T Sandstone Unit.  Final completion operations are currently
underway in preparation for selected interval testing and long
term testing in Costayaco-3.

Costayaco-4, Chaza Block:

Drilling operations are continuing at Costayaco-4.  This is a
deviated well being drilled from the Costayaco-2 pad, and will
have a bottom-hole location approximately 541 meters to the
north.  The drilling is expected to be completed in late May and
will include coring of key reservoir intervals.  Testing of
Costayaco-4 will follow.  The company plans to drill Costayaco-
5, -6 and -7 during 2008.

Putumayo Basin Operations:

The company has programmed a Long Term Test for Costayaco-2 in
the next four months.  Long Term Test production rates for
Costayaco-2 will vary from 1,800 oil barrels per day to 3,500
oil barrels per day from different zones which will be
determined and adjusted during the testing period.  A Long Term
Test is currently being designed for Costayaco-3 as well.

Gran Tierra expects construction of an 8 inch 10 kilometer
pipeline from Costayaco-1 to Uchupayaco to begin in mid-April
and to be completed in mid-July.  This production line will
replace the current trucking operations.

The company is continuing work to reduce production constraints
beyond Uchupayaco in order to accommodate planned production
growth from Costayaco, which is expected to rise to 6,000 to
9,000 oil barrels per day gross during the second half of 2008.

The company is currently evaluating a second stage of
infrastructure expansion to incorporate additional drilling
through the balance of 2008 and potentially into 2009.

Popa-2 Exploration Well, Rio Magdalena Block:

The company has nearly completed location construction for the
Popa-2 exploration well in the Rio Magdalena Block in the Middle
Magdalena Basin, with drilling expected to begin April 24.  This
well will be drilled near a non-commercial oil discovery made by
Gran Tierra in 2006 at Popa-1, which tested approximately 160
oil barrels per day.  The company is the operator of the Rio
Magdalena Block and has a 100% working interest.  Under the
terms of a recently completed farmin agreement, Omega Energy
Colombia will earn a 60% share of the company's interest.  In
the event of a commercial discovery, Ecopetrol S.A. has a right
to back in for a 30% working interest, to be split
proportionally between Gran Tierra Energy and Omega Energy
Colombia.

Azar Block:

The company is continuing planning for the work-over of the
Palmera-1 well, an exploration well drilled in 1996 that had
potential oil pay indicated on logs but which was never tested.  
Operations are scheduled to begin in late April.  In addition,
the company is continuing to interpret newly acquired 3-D
seismic data in preparation for drilling an exploration well in
the fourth quarter of 2008.  Gran Tierra is operator of the Azar
Block and has a 40% working interest.

                        Peru Operations

The company is continuing to acquire approximately 20,000 linear
kilometers of new high definition airborne gravity and magnetic
data over the entire area of Blocks 122 and 128.  Approximately
16,926 linear kilometers, or 85% of the program, has been
acquired to date.  This data will be used to define exploration
leads over which 2-D seismic data will be acquired in the Second
Exploration Period of each block.  Block 122 encompasses
approximately 1.2 million acres and Block 128 encompasses
approximately 2.2 million acres of land.  Gran Tierra is
operator and holds a 100% working interest in both exploration
blocks.

                     Argentina Operations

The company is continuing with well design, rig contracting, and
planning for the drilling of the Proa-1 exploration well in the
Surubi Block in the Noroeste Basin of northern Argentina during
the third quarter of 2008.  Gran Tierra is operator and has a
100% working interest in this block.  In addition, technical
evaluation work and a variety of well work-overs continue in the
company's other six landholdings in the basin.

Commenting on progress,  Gran Tierra Energy Inc. President and
Chief Executive Officer, Dana Coffield stated, "The extension of
high-quality, oil-bearing reservoir further down the flanks of
the Costayaco field increases the recoverable reserve potential
of the field.  In addition, the identification of an oil-water
contact in the lower of two major reservoirs in the Costayaco
oil discovery should allow us to quantify those additional
reserves and accelerate the pace of field development planning.  
We are on track in executing our strategy of continuing field
delineation drilling and production testing operations, new
exploration drilling operations, and new exploration data
acquisition operations taking place across our three operating
arenas of Colombia, Peru, and Argentina."

                    About Gran Tierra Energy

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

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

                     Successive Net Losses

As reported in the Troubled Company Reporter on Jan. 4, 2008,
the company disclosed in the regulatory filing that it "has a
history of net losses."  The company said it expects to incur
substantial expenditures to further its capital investment
programs and the company's existing cash balance and cash flow
from operating activities may not be sufficient to satisfy its
current obligations and meet its capital investment commitments.

According to the company, its ability to continue as a going
concern is dependent upon obtaining the necessary financing to
acquire, explore and develop oil and natural gas interests and
generate profitable operations from its oil and natural gas
interests in the future.




==================
C O S T A  R I C A
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US AIRWAYS: Fitch Affirms 'CCC/RR6' Senior Unsecured Debt Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of US Airways Group,
Inc. as:

  -- Issuer Default Rating at 'B-';
  -- Secured term loan rating at 'BB-/RR1';
  -- Senior unsecured rating at 'CCC/RR6'.

Fitch's ratings apply to approximately US$1.7 billion in
outstanding debt.  The Rating Outlook has been revised to Stable
from Positive.

Similar to the ratings of other U.S. network airlines, US
Airways' ratings reflect its highly leveraged capital structure
and ever-present industry risks.  However, these risks are
mitigated somewhat by US Airways' solid liquidity position and
manageable cash obligations over the near to medium term.  Over
the past year, the U.S. airline industry environment has fallen
back into a period of significant uncertainty, as jet fuel
prices have risen to record levels.  At the same time, the
weakening U.S. economy has heightened concern that demand among
both business and leisure travelers could decline in 2008.

Although the airline is working to grow its ancillary revenue
streams, the unfavorable combination of potentially slower
passenger unit revenue growth and much higher fuel costs could
result in a decline in US Airways' cash liquidity by year-end
2008, and liquidity could be significantly challenged in 2009
should weak revenue trends and high fuel costs persist into next
year.  Adding to the cost and revenue challenges facing the
carrier in the current environment, significant cash needs tied
to heavy aircraft deliveries over the next several years will
drive an increase in the airline's debt levels.  However, cash
needs tied to debt maturities are expected to remain relatively
low over the medium term.

Assuming no significant decline in jet fuel prices through early
2009, US Airways, along with all of the major U.S. carriers,
will face intensifying liquidity pressures, particularly if a
prolonged economic slowdown results in a sharp reduction in air
travel demand.  Despite having a relatively strong fuel hedging
position, Fitch estimates that US Airways' fuel costs alone
could rise by nearly US$800 million in 2008, while non-fuel unit
costs are forecast to rise by 3% to 5%, partially due to reduced
capacity.  It is important to note, however, that US Airways'
substantial liquidity position provides a cushion to help it
withstand near-term cash pressures.  Excluding US$353 million of
investments in noncurrent auction-rate securities, US Airways'
unrestricted cash and marketable securities balance stood at
US$2.2 billion at
Dec. 31, equal to 19% of the company's full-year 2007 revenue.

US Airways' most significant financial covenant is a requirement
in its term loan agreement to maintain an unrestricted cash and
marketable securities balance of at least US$1.25 billion, well
below its current level.  Longer term, however, Fitch remains
cautious about the risk of a further spike in fuel prices 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 possible if operating trends
worsen.

Compared with the other network carriers, US Airways' near-term
cash obligations tied to debt maturities are relatively low.  
Debt maturities do not rise above US$145 million in any year
prior to 2014, when the company's secured term loan comes due.  
Debt levels will likely rise over the next several years,
however, as the airline continues to overhaul its fleet and take
delivery of new Embraer and Airbus aircraft.  US Airways
currently has 148 aircraft on firm order, more than any other
legacy carrier, with 19 deliveries scheduled in 2008.  US
Airways plans to use the new aircraft largely to replace
retiring aircraft, primarily Boeing 737s and 767s, although it
could also use new aircraft to grow capacity somewhat, if
needed.  Deliveries stretch out to 2017 and include 22 of
Airbus's future A350-XWB wide body aircraft.  Cash capital
spending is forecast to be US$385 million in 2008.

Although US Airways successfully merged its US Airways and
America West operations under a single Federal Aviation
Administration operating certificate last year, the airline
continues to work through challenges related to its union-
represented employees.  Among its major workgroups, the airline
currently has a unified contracts in place with is passenger
service workers and its mechanics and just reached a tentative
contract with its fleet service workers last week.  However, US
Airways' pilots and flight attendants continue to work under the
terms of their respective US Airways or America West contracts.  

Discussions among the pilots on a combined seniority list have
bogged down as a group of former US Airways pilots seeks to form
a new union separate from the Air Line Pilots Association.  
Although the airline can operate indefinitely with the current
labor situation, reaching single contracts with the remaining
work groups will help the airline achieve further productivity
savings among its unionized employees.

With a relatively small international network, US Airways is
more exposed to the strength of the domestic market than other
U.S. network carriers.  Currently, only about 20% of the
airline's mainline capacity is deployed internationally, and of
that 44% is in Latin American and Caribbean markets that cater
primarily to leisure travelers.  Load factors on the more
lucrative Atlantic routes have improved significantly over the
past year, however, with the airline reporting a March mainline
load factor of 81.5% on its European flights, in-line with the
other network carriers.  

To further diversify its revenue base, US Airways plans to
continue adding international routes over the next several
years, with a goal of adding three to four international
destinations annually from its Philadelphia hub.  In March, the
carrier launched its Philadelphia to London-Heathrow flight, and
next year it plans to begin flying from Philadelphia to Beijing.  
Although these additional flights will help to reduce the
airline's reliance on the U.S. domestic market somewhat, it will
not approach the level of international flying seen at the other
legacy carriers in the near term.

The Delta-Northwest merger announcement could drive other U.S.
carriers into similar follow-on transactions.  Although US
Airways continues to be a vocal proponent of industry
consolidation, it is unclear how the airline would participate
in any potential mergers or acquisitions.  Execution risk
related to the closing of any airline merger by early 2009 is
significant, particularly in light of the weakening operating
environment and organized labor's skepticism about the merits of
consolidation.  Importantly, any capacity rationalization and
cost savings linked to mergers would have to wait until at least
early next year, following a lengthy antitrust review by the
U.S. Department of Justice.  In Fitch's view, industry
consolidation could lay the foundation for more rational
capacity decision-making in highly competitive domestic markets
and should mitigate the impact of economic cycles on airline
cash flow.

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.  Legacy carrier liquidity remains
relatively strong, however, and the U.S. airlines have entered
the downward part of the cycle in a better financial position
than they were in during the last downturn.

Fitch could revise US Airways' Rating Outlook to Negative or
downgrade the IDR to 'CCC' if high fuel prices, combined with
weakening revenue trends through the summer, pressure free cash
flow levels and erode liquidity later in the year.

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

US Airways has operations in Japan, Australia, China, Costa
Rica, Philippines, and Spain, among others.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for US$240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11
petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).
Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J.
Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken,
Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent
the Debtors in their restructuring efforts.  In the Company's
second bankruptcy filing, it lists US$8,805,972,000 in total
assets and US$8,702,437,000 in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.




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D O M I N I C A N   R E P U B L I C
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PRC LLC: Seeks May 8 Hearing to Consider Disclosure Statement
-------------------------------------------------------------
PRC LLC and its debtor-affiliates asked the Honorable Martin
Glenn of the U.S. Bankruptcy Court for the Southern District of
New York  to convene a hearing on May 8, 2008, to consider
approval of the Disclosure Statement explaining their Joint Plan
of Reorganization dated April 1, 2008.

Any party-in-interest who opposes the Disclosure Statement may
file a formal objection no later than May 1, 2008.  Any
Disclosure Statement Objection should be filed in writing in the
English language, stating (i) the name and address of objecting
party, (ii) the amount and nature of the party's claim or
interest, and (iii) the basis and nature of the objection to the
Disclosure Statement.  

The Debtors also urged the Court to set a hearing for the
confirmation of the Plan on June 19, 2008.  

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, asserted that the Debtors' Disclosure Statement
provides "adequate information" regarding the Debtors' Plan
pursuant to Section 1125 of the Bankruptcy Code.

Mr. Perez maintained that the Disclosure Statement contains,
among others, a discussion of an overview of the Plan, the
operation of the Debtors' businesses, the Debtors' indebtedness,
and information regarding pending claims and administrative
expenses.

The Debtors informed the Court that on April 10, 2008, they
provided a copy of the Disclosure Statement to (i) the U.S.
Trustee; (ii) the SEC; (iii) the attorneys for the Official
Committee of Unsecured Creditors; and (iv) all other parties-in-
interest.

                       Solicitation Package

The Debtors proposed to mail solicitation packages no later than
May 15, 2008, to the Voting Classes of creditors.  They include
creditors holding Class 4 Allowed Prepetition First Lien Claims,
Class 5 Allowed Prepetition Second Lien Claims, Class 6A General
Unsecured Claims, and Class 6B Convenience Claims.

The Solicitation Package will consist of:

   (a) the Disclosure Statement Order;

   (b) the Confirmation Hearing Notice;

   (c) the appropriate form of ballot to accept or reject the
       Plan, in substantially the forms prescribed in the
       Disclosure Statement Order, with instructions and with a
       return envelope;

   (d) the Disclosure Statement, together with the Plan; and

   (e) other materials as the Court may direct.

Solicitation Packages distributed to holders of claims and
interests in the unimpaired classes or a non-voting impaired
class will contain a copy of (i) the Confirmation Hearing Notice
and (ii) a Notice of Non-Voting Status.

The Debtors will also serve these parties a copy of the
Disclosure Statement Order, the Confirmation Hearing Notice, the
Disclosure Statement and other materials as the Court may direct
to:

     * the U.S. Trustee;
     * the attorneys for the Creditors' Committee;
     * the Securities and Exchange Commission;
     * the District Director;
     * all persons or entities listed in the Schedules;
     * parties entitled to notice pursuant to the Court\u2019s
       Case Management Order; and
     * any other known holders of claims against or equity
       interests in the Debtors.

                        Voting Record Date

Pursuant to Rule 3017(d) of the Federal Rules of Bankruptcy
Procedures, the Debtors ask the Court to set May 8, 2008, as the
Voting Record Date for purposes of determining which creditors
are entitled to vote on the Plan.

                     Ballots & Voting Deadline

The Debtors proposed to distribute ballots based on Official
Form No. 14, modified to include certain additional appropriate
and relevant information for the Voting Class, to creditors in
classes entitled to vote on the Plan.
                                                                         
The Debtors further proposed that each Ballot must be properly
executed, completed, and delivered to Epiq Bankruptcy Solutions,
LLC, as the Debtors' voting and tabulation agent no later than
4:00 p.m. on June 9, 2008, by by first-class mail, overnight
courier, or hand delivery.

Any Ballot that is (i) received after the Voting Deadline, (ii)
illegible or contains insufficient information to permit
identification of the claimant, (iii) cast by a person or entity
that holds a non-voting claim, (iv) unsigned, (v) transmitted to
Epiq by facsimile or other means will not be considered valid
ballots.

                  Tabulation & Voting Procedures

For purposes of voting, each claim within a class of claims
entitled to vote to accept or reject the Plan may be temporarily
allowed in an amount equal to the amount of the claim as set
forth in the Schedules.

If any creditor seeks to challenge the allowance of its claim
for voting purposes, that creditor may seek to have its claim
temporarily allowed in a different amount pursuant to Rule
3018(a) of the Federal Rules of Bankruptcy Procedure by filing a
motion in Court.

The last ballot cast by a voting creditor that is received
before the Voting Deadline be deemed to reflect the voter's
intent, and thus, to supersede any prior Ballots.

Whenever a creditor casts a Ballot that is properly completed,
executed, and timely returned to Epiq, but does not indicate
either an acceptance or rejection of the Plan, that Ballot will
be deemed to reflect the voter's intent to accept the Plan.

Whenever a creditor casts a Ballot that is properly completed,
executed, and timely returned to Epiq, but indicates both an
acceptance and a rejection of the Plan, that Ballot will be
deemed to reflect the voter's intent to accept the Plan.

                   Confirmation Objections

Any response or objection to the approval of the Plan must be
filed with the Court by June 12.  The Debtors intend to serve
replies to any confirmation objections no later than June 17.

Any confirmation objection must be:

  -- filed in writing with the Court;

  -- state the nature of the objection or response and its legal
     basis; and

  -- be served upon the Debtors' counsels, the U.S. Trustee, and
     other professionals retained by the Debtors including
     Chadbourne & Park LLP, Bingham McCutchen LLP, Blank Rome
     LLP, and Paul, Weiss, Rifkind, Wharton & Garrison LLP.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC
-- http://www.prcnet.com/-- is a leading provider of customer          
management solutions.  PRC markets its services to brand-
focused, Fortune 500 U.S. corporations and delivers these
services through a global network of call centers in the U.S.,
Philippines, India, and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of
Access Direct Telemarketing, Inc., each of which is a debtor and
debtor-in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring
and turnaround advisor.  Additionally, Evercore Group LLC
provides investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31,
2007 showed total assets of US$354,000,000 and total debts of
US$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


TRICOM SA: Hearing for Case Examiner Adjourned Sine Die
-------------------------------------------------------
Chief U.S. Bankruptcy Judge Stuart Bernstein of the U.S.
Bankruptcy Court for the Southern District of New York, on
April 2, 2008, adjourned indefinitely the hearing on the
proposed appointment of an examiner filed by Bancredit Cayman
Limited, according to a report by Bloomberg News.

Bancredit Cayman has sought the appointment of an examiner to
investigate the alleged misconduct of Tricom SA and its debtor-
affiliates, the Ad Hoc Committee formed by certain holders of
Unsecured Financial Claims against Tricom, and other parties who
had anything to do with the negotiation and formulation of the
Debtors' Prepackaged Joint Chapter 11 Plan of Reorganization.

Bancredit Cayman seeks to recover US$120,000,000 from Tricom,
S.A., which was allegedly looted from the bank by its director,
Manuel Arturo Pallerano, who is also the majority controlling
owner of Tricom.  The alleged transfer of funds caused Bancredit
Cayman to be insolvent.

                      Examiner Appointment

On behalf of Bancredit Cayman, Timothy T. Brock, Esq., at
Satterlee Stephens Burke & Burke LLP, in New York, told the
Court that a special committee was appointed by the Debtors'
Board of Directors to investigate the transaction made by Manuel
Arturo Pellerano sometime in December 2002, wherein he allegedly
unlawfully transferred US$70,000,000 in funds from Bancredit
Cayman Limited to Tricom, S.A.  Hunton & Williams LLP and BDO
Seidman LLP were retained by the Special Committee to assist in
the investigation.

The Special Committee, Mr. Brock said, was not given authority
to obtain all of the information, which was necessary to do a
thorough investigation.  The Special Committee did not have any
subpoena powers, and it was thus not able to obtain all of the
documents and information it sought, he said.

According to Mr. Brock, the Special Committee was terminated in
May 2007, before it was able to provide its Final Report to
Tricom, and subsequently counsel to the Special Committee
completed the Final Report which was provided to Tricom in July
2007.  Nevertheless, the Special Committee made available to the
Tricom Board and senior management an initial report in
September 2005 which purported to summarize the Special
Committee's findings through that time.

Mr. Brock noted that Tricom characterizes the Special
Committee's findings in a "bewildering manner" when Tricom
stated that "[v]arying conclusions can be reached as to whether
we properly accounted for the [December 2002 Transaction] based
on different hypothetical fact scenarios" and that under certain
of those scenarios the December 2002 Transaction did not qualify
as equity, but "should be classified outside of permanent equity
as 'mezzanine financing'."

The Special Committee's findings were based only on hypothetical
fact scenarios, and not specific factual findings, Tricom
asserted.

Bancredit Cayman intends for the examiner to investigate and
report on:

   (i) the findings of the Special Committee and BDO Seidman,
       and the actions taken by the Debtors and the affiliates
       of Mr. Pellerano in response to the report; and

  (ii) the Debtors, the Ad Hoc Committee, and any self-dealing
       by Mr. Pellerano and his affiliates.

Mr. Brock said that a Court-approved examiner is necessary to
review the findings of the Special Committee, considering how
the
Debtors' reacted to the findings and how the Special Committee
was prevented from obtaining pertinent information from parties
believed to be under the control of Mr. Pellerano, his family
members and affiliated companies, including GFN Corp., Ltd.

Mr. Brock said that contrary to the Debtors' characterization of
the December 2002 transaction as equity in its financial
statements, the Special Committee's findings show that the
transaction yielded debt for accounting purposes.  He added that
if the transaction cannot be deemed to be equity but debt, the
Debtors' Prepackaged Joint Chapter 11 Plan of Reorganization
Plan, therefore, had not been proposed in good faith.

According to Mr. Brock, the Debtors have not also implemented
most of the Special Committee's recommendations, including the
creation of an independent audit committee and engagement with
an internationally recognized auditing firm.  

                     Debtors, et al. Object

Tricom S.A., and its affiliates want the Court to deny the
proposed appointment of an examiner.

Representing the Debtors, Larren M. Nashelsky, Esq., at Morrison
& Foerster LLP, in New York, says that Bancredit Cayman did not
provide facts sufficient to justify the cost and delay involved
with the appointment and the corresponding investigation.  He
adds that the bank merely relied on a selective discussion of
certain disclosures contained in the Debtors' Disclosure
Statement and annual reports.  

Mr. Nashelsky further says that the information requested by
Bancredit Cayman has long been available including the Special
Committee's reports, however, the bank chose to abandon its
effort to prove its claim against the Debtors.

"Admittedly, the representatives abandoned their effort to
discover the facts for about 14 months," Mr. Nashelsky notes.  
"They now ask the Court to remedy their own neglect because the
Debtors now seek to complete one of the last steps of their
restructuring, a goal publicly announced by the Debtors well
over a year ago."

Mr. Nashelsky says that all parties-in-interest are assured that
the Reorganization Plan was properly negotiated and provides
fair treatment.  

"No member of the Ad Hoc Committee is connected with the [6]
affiliated creditors," Mr. Nashelsky clarifies, adding that the
Ad Hoc Committee, the affiliated creditors, and the Debtors
retained separate legal counsel and financial advisors.

The affiliated creditors are Balking Trading, Inc., Eastern
Power Corporation, Editorial AA, S.A., Ellis Portfolio, S.A.,
Minstar Ventures, Ltd., and Porter Capital, Ltd.

Mr. Nashelsky also clarifies that the Reorganization Plan places
majority control of the reorganized Debtors to the holders of
unsecured financial claims not affiliated with Mr. Pellerano or
the affiliated creditors.

"Following confirmation of the [reorganization] plan, such
creditors will own the vast majority of the stock to be issued
by the parent company of the reorganized Debtors, and will
control the [reorganized Debtors] Board of Directors," Mr.
Nashelsky explains.  He adds that the affiliated creditors will
receive prescribed minority voting protections under the terms
of the Reorganization Plan.

Mr. Nashelsky further clarifies that Bancredit Cayman could
still pursue its claims against the Debtors even after the
confirmation, since nothing in the Reorganization Plan waives or
discharges the bank of its rights.  On the contrary, the Debtors
cannot survive a protracted proceeding that may result from the
appointment of an examiner in light of the cost and uncertainty
attendant to it, he points out.

In separate statements, the Ad Hoc Committee and the affiliated
creditors also urge the Court to deny the proposed appointment.

The parties contend that the appointment of an examiner merely
seeks to prove Bancredit Cayman's claim that does not have any
legal basis, and delay the confirmation of the Reorganization
Plan.  They point out that the Court is not required to appoint
an examiner to advance the litigation interests of one party to
a two party dispute, even under the mandatory provisions of
Section 1104(c)(2) of the Bankruptcy Code.

With respect to Bancredito (Panama), S.A.'s contention, the Ad
Hoc Committee says that Bancredito Panama has yet to file any
action against the Debtors.  Bancredito Panama's own public
filings show that its claim is not actually directed against the
Debtors but various third parties, says the Ad Hoc Committee.

                Bancredit Cayman Retaliates

Bancredit Cayman contends that the proposed appointment is not a
two-party dispute but is in the interests of all creditors,  
including the general unsecured creditors who are not
represented before the Court.

"The reorganization plan's basic scheme relegates the Class 7
creditors to proceeding against the equity of the reorganized
[Debtors], and the adequacy of that equity is not only unknown
but appears plainly inadequate," says Timothy T. Brock, Esq., at
Satterlee Stephens Burke & Burke LLP, in New York.

According to Mr. Brock, any diminution of estate property is
detrimental to Class 7 creditors, who have no voice in the
proceedings.  

"The reorganization plan accomplishes precisely such a
diminution of property, and does so for the benefit of insiders
by releasing and indemnifying them from potential claims and
paying the affiliated creditors directly in secured debt," Mr.
Brock points out.  He says that this disposition of estate
property has not been scrutinized and adequately disclosed, and
that only an independent examiner can provide the transparency
and assure that the distributions are proper.

Mr. Brock says that a 60 to 90-day investigation will not harm
the Debtors' reorganization.

With respect to the allegation that Bancredit Cayman did nothing
to pursue the discovery, Mr. Brock relates that the bank held
off pursuing any court action to enforce its subpoenas after it
was contacted by the Special Committee to ask about its claim.  

Believing that it would be the beginning of a genuine attempt to
resolve its claim, Bancredit Cayman's representative Richard
Fogerty met with the Special Committee in May 2007 to discuss
about the claim, Mr. Brock relates.  

Mr. Brock says that the bank also sent letters to the Special
Committee and to the Debtors' chief restructuring officer Kevin
Lavin, however, it did not receive any response from both
parties.

In late November 2007, Bancredit filed its adversary proceeding
against the Debtors, to which the Debtors did not answer and
instead filed a request for its dismissal in February 2008.   
The
possibility of any discovery in the adversary proceeding was
stayed after the Debtors filed for Chapter 11.

                     Appointment is Warranted

Diana G. Adams, United States Trustee for Region 2, and
Bancredito Panama urge the Court to approve the appointment of
an examiner.

The U.S. Trustee generally argues that the appointment is
warranted given that the unsecured debts in the Debtors' cases
far exceed US$5,000,000.  Meanwhile, Bancredito Panama asserts
that the appointment serves the interest of all creditors by
ensuring that the valuations and claims supporting the
reorganization plan are not tainted by fraud.

                        About Bancredit

Bancredit (Cayman) Limited is a Cayman Islands banking
institution within a Dominican Republic group of companies.  
Bancredit is in liquidation proceedings before the Grand Court
of the Cayman Islands since 2004.  Richard E L Fogerty and G
James Cleaver of Kroll (Cayman) Limited were appointed by the
Cayman Islands Court to act as Bancredit's Joint Official
Liquidators on May 31, 2004. The Liquidators, on the estate's
behalf, filed a petition under Chapter 15 of the Bankruptcy Code
on May 10, 2006, before the U.S. Bankruptcy Court for the
Southern District of New York in Manhattan (Case No.: 06-11026).  
Timothy T. Brock, Esq., at Satterlee Stephens Burke & Burke LLP
in New York, represents the Liquidators in the Chapter 15 case.  
The Liquidators estimated that the company had more than US$100
million in total assets and US$215 million in total debts at the
time of the Chapter 15 filing.

On November 16, 2007, a complaint was lodged against Tricom SA
under docket reference Bancredit Cayman Limited v. Tricom, SA
Adversary No. 7-2595 before a New Jersey court.  Bancredit
asserted at least US$120,552,000 in claims against Tricom.

The Liquidators, in a January 2008 report to Bancredit unsecured
creditors, said Bancredit may be unlikely to receive repayment
in full of the amounts it provided to Tricom given Tricom's
apparent insolvency.  However, the Liquidators said they would
maintain the claims so that Bancredit would have the right to be
involved in restructuring negotiations.

                         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)


TRICOM SA: Wants Bancredit Claim Pegged at US$120,000
-----------------------------------------------------
Pursuant to Section 502(c) of the Bankruptcy Code, Tricom SA and
its debtor-affiliates seek authority from the U.S. Bankruptcy
Court for the Southern District of New York to:

   (i) estimate the claim of Bancredit Cayman Limited at no more
       than US$120,000; and

  (ii) estimate the claim of Bancredito (Panama), S.A., at zero.

Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New
York, says the proposed estimation of the claims is merely to
avoid delay in the confirmation of the Debtors' Prepackaged
Joint
Chapter 11 Plan of Reorganization.

"Although the deadline to file objections to the reorganization
plan has yet to expire, the [Debtors] fully anticipate that
[Bancredit Cayman's] representatives will continue their  
obstructionist tactics in a misguided attempt to derail the  
reorganization," Mr. Nashelsky points out.

Bancredit Cayman, and Bancredito Panama have proposed the
appointment of an examiner in Tricom's case before confirmation
proceedings related to Tricom's plan commences.  They also
proposed the deposition of the Debtors, GFN Corp., Ltd., and
its affiliates.  Bancredit Cayman seeks to recover
US$120,000,000, while Bancredito Panama asserts a claim for
US$70,000,000.

The Debtors say they cannot afford to wait for the outcome of a
determination on the merit of those claims since it would delay
and impede the reorganization.

In connection with the proposed estimation of claims, the
Debtors seek the Court's authority to:

   (i) hear legal argument concerning the legal obstacles that
       representatives of Bancredit Cayman and Bancredito
       Panama will face in pursuing their claims in terms of
       venue and ability to state legally cognizable claims;
       and

  (ii) submit declarations concerning foreign law without
       requiring foreign legal experts to travel to the United
       States of America for live testimony.

The Ad Hoc Committee supports the Debtors' request.

                        About Bancredit

Bancredit (Cayman) Limited is a Cayman Islands banking
institution within a Dominican Republic group of companies.  
Bancredit is in liquidation proceedings before the Grand Court
of the Cayman Islands since 2004.  Richard E L Fogerty and G
James Cleaver of Kroll (Cayman) Limited were appointed by the
Cayman Islands Court to act as Bancredit's Joint Official
Liquidators on May 31, 2004. The Liquidators, on the estate's
behalf, filed a petition under Chapter 15 of the Bankruptcy Code
on May 10, 2006, before the U.S. Bankruptcy Court for the
Southern District of New York in Manhattan (Case No.: 06-11026).  
Timothy T. Brock, Esq., at Satterlee Stephens Burke & Burke LLP
in New York, represents the Liquidators in the Chapter 15 case.  
The Liquidators estimated that the company had more than US$100
million in total assets and $215 million in total debts at the
time of the Chapter 15 filing.

On November 16, 2007, a complaint was lodged against Tricom SA
under docket reference Bancredit Cayman Limited v. Tricom, SA
Adversary No. 7-2595 before a New Jersey court.  Bancredit
asserted at least US$120,552,000 in claims against Tricom.

The Liquidators, in a January 2008 report to Bancredit unsecured
creditors, said Bancredit may be unlikely to receive repayment
in full of the amounts it provided to Tricom given Tricom's
apparent insolvency.  However, the Liquidators said they would
maintain the claims so that Bancredit would have the right to be
involved in restructuring negotiations.

                         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)


TRICOM SA: Gets Permission to Hire Chapter 11 Professionals
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Tricom S.A. and its affiliates to employ
professionals in their bankruptcy cases:

   1. Morrison & Foerster LLP as bankruptcy counsel;

   2. Squire, Sanders & Dempsey Pena Prieto Gamundi as Special
      Dominican Counsel;

   3. Thompson Hine LLP as U.S. Corporate and Securities Counsel
      and Conflicts Counsel;

   4. FTI Consulting, Inc. as restructuring consultants;

   5. Sotomayor & Associates LLP as Auditors, Tax Advisors and
      Regulatory Compliance Advisors; and

   6. Kurtzman Carson Consultants LLC as Claims and Balloting
      Agent.

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



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

CASH PLUS: Carlos Hill May be Hiding US$4.6 Billion Abroad
----------------------------------------------------------
The Jamaican police will be investigating on the possible
existence of Cash Plus Limited President Carlos Hill's over
US$4.6 billion cash outside the country, The Jamaica Gleaner
reports.

As reported in the Troubled Company Reporter-Latin America on
April 17, 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 also face fraud
charges.  The Hill brothers and Mr. Wilson were charged with
five counts of fraudulent conversion and one count of
conspiracy.  The police also arrested Cash Plus'
Public Relations Consultant Garwin Davis.

The Jamaica Constabulary Force told reporters that it was
continuing its probe to determine Cash Plus' financial status
and assets.

Investigations may have to be made in Europe, the Caribbean, and
the Far East to assess Mr. Hill's financial affairs, Les Green,
assistant commissioner of police, told journalists.

Mr. Green told The Gleaner that some materials and documents
found at Mr. Hill's residence showed over US$4.6 billion lodged
in various countries, in the name of Galina Trust Limited, which
is registered in the Turks and Caicos, and these funds will have
to be confirmed.

"I urge restraint regarding what appears to be vast sums of
money as it will take time to confirm their existence.  
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 British Virgin Islands, UK (United
Kingdom), Spain, Kuwait and China," Mr. Green commented to The
Gleaner.

According to The Gleaner, the documents also indicate that a
US$1 billion loan had been secured in January 2008 "on at least
US$2.5 billion held in five accounts in Germany."

The Gleaner notes that the police also found 186 firms either
directly connected to Cash Plus or may be affiliated with Mr.
Hill.

Mr. Green told The Gleaner that the investigations are headed
by:

         -- Major Investigations Taskforce,
         -- Organized Crime Investigation Division, and
         -- Fraud Squad.

International police assistance will be sought as the
investigations progress, The Gleaner states.

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.


CASH PLUS: Garwin Davies Denies Involvement in Possible Fraud
-------------------------------------------------------------
Garwin Davis denies being part of the alleged fraud in Cash Plus
Limited, Radio Jamaica reports.

As reported in the Troubled Company Reporter-Latin America on
April 17, 2008, the police arrested Cash Plus' Public Relations
Consultant Garwin Davis.  Detectives raided Mr. Davis' home at
St. Ann and found, among others, a forged U.S. passport.  Mr.
Davis "traveled extensively on the forged passport" over three
years as immigration stamps listed departure and arrival dates
from 1992 to 1995, investigators were quoted as saying.  Mr.
Davis was charged with:

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

Radio Jamaica relates that Mr. Davies, who was a freelance
journalist and public relations consultant, has sought to
distance himself from Cash Plus.  Mr. Davies is adamant that he
knew nothing of Cash Plus' inner workings, nor the firm's
business transactions.

Mr. Davies commented to Radio Jamaica, "Police came saying I was
a person of interest.  I was brought into OCID and was
questioned.  I cooperated fully with police and told them
everything that I knew."

Mr. Davis explained to Radio Jamaica that his interaction with
the company was part of a formal business arrangement similar to
any other client.  "The documents found at my home and, what is
happening with Cash Plus Limited are two unrelated incidents,"
Mr. Davis 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
===========


BLOCKBUSTER INC: Fitch Won't Take Rating Actions on Circuit Deal
----------------------------------------------------------------
Fitch Ratings will not take any rating action following
Blockbuster's (IDR rated 'CCC'; Stable Outlook) announcement
that it is pursuing an acquisition of Circuit City Stores, Inc.
in an all cash offer in the range of $6 to $8 per share, subject
to due diligence.  The bid represents a total enterprise value
of approximately $1.1 billion to $1.4 billion.  The all cash
proposal is intended to be funded with the issuance of
additional Blockbuster equity, probably in a rights offering to
the company's existing shareholders.  A portion of the financing
will likely come from its credit facility.  Blockbuster expects
the closing of the transaction to be the beginning of 2009.

Blockbuster is the leading player in the home video rental
industry with $5.5 billion in revenues in 2007.  The company's
strong brand recognition and broad geographical coverage have
resulted in Blockbuster capturing approximately 40% market share
in the rental market.  However, operating performance continued
to soften in 2007 with EBITDA margin decreasing 250 basis points
to 3.2% as a result of store closures and investments in the
online business.  Therefore, credit metrics have deteriorated
with 2007 adjusted debt/EBITDAR and EBITDAR coverage of interest
and rents at 7.1 times and 1.1x, respectively.  Given the weak
2007 operating results, the company implemented a turnaround
strategy which includes cost-containment efforts and modified
pricing on its Total Access, Unlimited Total Access and mail-
order-only plans.  Fitch expects the initiatives will help
improve operating EBITDA margin in 2008.

Circuit City, a consumer electronics retailer, produced net
sales of $11.7 billion and an operating loss of $353.6 million
in 2007.  The company's gross margin contracted 291 basis points
to 20.7% due to decreases in product margins and extended
warranty net sales.  Circuit City had approximately $68 million
of debt outstanding at the end of fiscal 2007.  At Feb. 29,
2008, the company's domestic segment operated 682 Superstores
and 11 other locations and its international segment operated
through 779 retail stores and dealer outlets in Canada.

Beyond the weak operating results of Blockbuster and Circuit
City and concerns regarding Blockbuster's ability to
successfully integrate the acquired operations, Fitch needs to
understand the operational strategy of the combined entity.  In
addition, while an equity infusion could be beneficial, the
combined entity would still be highly leveraged.  Fitch will
continue to evaluate any impact to the ratings upon disclosure
of the final purchase price, financing for the transaction and
potential synergies to be realized if a definitive agreement can
be reached.

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.


GREAT PANTHER: Net Loss Rises to C$19MM in Year ended Dec. 31
-------------------------------------------------------------
Great Panther Resources Limited reported results for its fourth
quarter and year ended Dec. 31, 2007.

The company reported loss of C$6.515 million in three months
ended Dec. 31, 2007 compared to loss of C$7.785 million for the
same period in the prior year.

For full year 2007, the company's loss was C$19.701 million
compared to loss of C$15.084 million in 2006.

Financial highlights for the period included:
      
   -- raised C$9.4 million from the exercise of options and
      warrants;

   -- positive working capital as of Dec. 31, 2007 of
      C$10.7 million.

   -- repaid all debt related to the acquisition of a 100%
      interest in the Topia Mine.

At Dec. 31, 2007, the company's balance sheet showed total
assets  of C$31.053 million compared to C$32.132 million in
2006.

                      About Great Panther

Headquartered in Vancouver, Canada, Great Panther Resources
Limited (TSX: GPR) -- http://www.greatpanther.com/-- is a  
mining and exploration company.  The company's activities are
focused on the mining of precious and base metals from its
wholly owned properties in Mexico.  In addition, Great Panther
is also involved in the acquisition, exploration and development
of other properties in Mexico.

                      Going Concern Doubt

KPMG LLP, in Vancouver, Canada, expressed substantial doubt
about Great Panther Resources Ltd.'s ability to continue as a
going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2006, and 2005.  
The auditing firm pointed to the company's recurring losses and
operating cash flow deficiencies.


SOLO CUP: Turnaround Cues S&P to Lift Ratings by One Notch
----------------------------------------------------------
Standard & Poor's Ratings Services raised all its ratings on
Solo Cup Co. by one notch and removed them from CreditWatch
where they had been placed with positive implications on Oct.
24, 2007.  The corporate credit rating was raised to 'B-' from
'CCC+'.  The outlook is stable.
     
At the same time, S&P assigned a recovery rating of '6' to the
company's subordinated debt.  The 'CCC' subordinated debt rating
and recovery rating of '6' indicate S&P's expectations for
negligible (0% to 10%) recovery for subordinated debtholders in
a payment default.
      
"The upgrade reflects management's successful turnaround of
operations via various initiatives and significant debt
reduction with asset sale proceeds," said Standard & Poor's
credit analyst Cynthia Werneth.
     
Importantly, S&P believe that with improving operating
performance and continued modest debt reduction, the company has
a reasonable chance of remaining in compliance with increasingly
restrictive covenants in its bank credit facilities during the
next several quarters.  S&P also note that the improving
financial trends are likely to facilitate a more favorable
renegotiation of these covenants, if necessary.
     
At Dec. 30, 2007, total adjusted debt was about US$965 million.  
S&P adjust debt to include about US$200 million of capitalized
operating leases and US$10 million of after-tax unfunded
postretirement liabilities.  Although debt leverage has
declined, it remains aggressive, above 6x on an adjusted basis.
     
With annual revenues from continuing operations of about
US$2.1 billion, Highland Park, Illinois-based Solo is one of the
largest providers of disposable paper and plastic cups, plates,
and cutlery to foodservice distributors, quick-service
restaurants, and retailers in the U.S.

Headquartered in Highland Park, Illinois, Solo Cup Company --
http://www.solocup.com/-- manufactures disposable foodservice
products for the consumer and retail, foodservice, packaging,
and international markets.  Solo Cup has broad expertise in
plastic, paper, and foam disposables and creates brand name
products under the Solo, Sweetheart, Fonda, and Hoffmaster
names.  The company was established in 1936 and has a global
presence with facilities in Asia, Canada, Europe, Mexico, Panama
and the United States.


SHARPER IMAGE: Levin Resigns from Board, Wants to Acquire Assets
----------------------------------------------------------------
Jerry W. Levin, the Chairman of the Board of Sharper Image
Corporation, informed the Company on April 10, 2008, that he is
interested in participating with other investors to acquire
some or all of the Company's businesses or assets.  

Accordingly, Mr. Levin stepped down as a member and Chairman of
the Board of Directors effective immediately.

Mr. Levin served as chairman of Sharper Image since Sept. 2006,
and later stepped in temporarily as chief executive after the
retailer let go of its 1977 founder, Richard Thalheimer, reports
Forbes.com.

Robert Conway, the recently appointed Chief Executive Officer of
the Company, stated that the Company would "give full
consideration to any proposal that may be made to acquire the
Company's business or assets."  

The Company stated that there can be no assurances that such a
proposal will be forthcoming.

The Associated Press says it's unclear how much Sharper Image or
parts of it could fetch from a Levin-led consortium or other
private buyer.

                   About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  The Court agreed to extend
the Debtor's time to file schedules of assets and liabilities,
executory contracts and unexpired leases and statements of
financial affairs until April 4, 2008.  The Debtor asked the
Court to further extend the deadline to May 2, 2008.  An
Official Committee of UnsecuredCreditors has been appointed in
the case.  When the Debtor filed for bankruptcy, it listed total
assets of US$251,500,000 and total debts of US$199,000,000.


SHARPER IMAGE: Asks Court to Extend Schedules Filing to May 2
-------------------------------------------------------------
Sharper Image Corp. asked the U.S. Bankruptcy to further extend
the Debtor's time to file schedules of assets and liabilities,
executory contracts and unexpired leases and statements of
financial affairs until May 2, 2008.

As reported by the Troubled Company Reporter on Feb. 29, 2008,
the United States Bankruptcy Court for the District of Delaware  
granted a request by the Debtor to extend a deadline for the
Debtor to submit Schedules for an additional 15 days, or until  
April 4, 2008.   

However, the Debtor believes that although its employees are
doing what they can to gather, review, and analyze the
information necessary to complete the Schedules, the process
requires the expenditure of substantial time and effort.  

Furthermore, besides preparing the Schedules, the Debtor's
employees also need to address other more pressing matters which
require immediate and substantial attention, Steven K. Kortanek,
Esq., at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington,
Delaware, tells the Court.

The Debtor relates that the time required to perform these tasks
limited the amount of time the employees were able to commit to
preparing the Schedules.  Nevertheless, despite these time
constrains, substantial progress were made in compiling the
Schedules, Mr. Kortanek says.

Accordingly, the Debtor asks the Court to further extend the
deadline to May 2, 2008, so that it can accurately finalize the
Schedules and file them in an expeditious but organized manner.

Judge Kevin Gross will convene a hearing on April 23, 2008, at
10:00 a.m., to consider the Debtor's request.  Pursuant to
Del.Bankr.LR 9006-2, the Debtors' request to extend the time to
file schedule and statements of financial affairs is
automatically extended until the conclusion of that hearing.

                   About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  When the
Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.


* GUADALAJARA MUNICIPALITY: Moody's Puts Ba1 Global Curr. Rating
----------------------------------------------------------------
Moody's Investors Service has assigned issuer ratings of Ba1
(Global scale, local currency) and A1.mx (Mexican national
scale) to the Municipality of Guadalajara, Jalisco.  The ratings
incorporate the municipality's mixed financial performance over
the years, which has begun to stabilize in the last two years;
adequate operating margins; and increasing debt levels.  The
ratings also consider the municipality's important role as an
economic development center in the state of Jalisco and in the
nation.

During the past five years, Guadalajara's financial performance
has been mixed, posting surpluses in years in which it had lower
capital spending.  In three of the past five years, Guadalajara
has registered financial deficits equivalent to an average of 7%
of total revenues.  Since 2006, however, the municipality's
financing results have been positive, due partly to an increase
in revenues as well as to a decrease in capital expenses.  In
2007, the municipality posted a financial surplus equivalent to
2.4% of total revenues.  The budget for 2008 projects an
aggressive increase in capital expenses, which is expected to be
equivalent to 20% of total expenditures.  This expenditure level
will be financed in great part with borrowing, given that 2008
expected revenues show only a moderate increase of 5% in nominal
terms, which is insufficient to cover this level of capital
spending plan.

Operating margins gradually deteriorated from 17% of operating
revenues in 2002 to 10% in 2005, a level considered relatively
low.  This change resulted from a structural imbalance between
operating revenues and current expenditures, the latter of which
increased 41% in nominal terms during the period, compared to a
25% increase in revenue.  Nevertheless, the municipality
succeeded in beginning to reverse such trend.  In 2006, the
operating margin improved (12% of operating revenues) and
remained practically unchanged by the end of 2007.  The uneven
results during the past six years indicates that sustaining this
trend will represent an important challenge for the
municipality.

Guadalajara's cash position has been moderately negative in
three of the last five fiscal years ending in 2007 but its
financial situation has not been greatly compromised, as the
municipality has been able to address its cash flow needs
without incurring short-term debt.

Guadalajara manages one of the largest budgets among Mexican
municipalities and its revenue per capita indicator (MXN$2,265)
places it above the average for Moody's-rated municipalities in
Mexico.  During the past five years, the city has experienced a
moderate increase in total revenues, averaging approximately 8%
growth in nominal terms.  Throughout that same period, revenue
composition has been quite stable, with 35% coming from own
collections and 65% from federal transfers and state
contributions, which points to the city's dependence on such
sources.

The notable growth from year-to-year in current expenditure
dissipated in 2006, although the indicator of current
expenditures to operating revenues remains high and negatively
affects the municipality's financial flexibility.  For the past
six years and until 2005, current expenditures increased
continuously until they consumed 93% of operating revenues that
year, compared to 83% of 2002.  This situation gradually limited
the municipality's ability to finance capital spending with its
own source revenues.  In 2007 this indicator recovered
moderately, reaching 89%.

In the 2002-2007 period capital spending was been highly
associated with the evolution of the city's debt.  The lowest
capital expenditure level occurred in 2007 (11%), together with
a reduction in the debt indicator to 31% of total revenue.

Despite Guadalajara's relatively high debt levels, debt service
requirements are slightly above the average level for Mexican
municipalities rated by Moody's.  During the past five years,
Guadalajara's debt levels have remained at around 30% of total
revenues since 2002.  The borrowing of MXN1,700 million expected
this year will bring this indicator to about 45% of total
estimated revenues in 2008. Debt service decreased gradually
after an increasing trend that peaked at 8% of total revenue in
2005 reaching 6% in late 2007.  Although this level is
manageable for this municipality, the increases in borrowing
will raise it again to nearly 7% in coming years, which could
put pressure on Guadalajara's financial flexibility if operating
margins narrowed once again.

Guadalajara does not have any pension liabilities, since
retirement of municipal employees is covered by the State's
pension system.  The share of municipal contributions to this
system has kept quite stable during the past five years,
accounting for 2.5% of operating revenues.

Reflecting the application of Moody's Joint Default Analysis
rating methodology, the ratings incorporate a baseline credit
assessment of 11 on a scale of 1 to 21 (1 represents the lowest
credit risk) and a moderate likelihood that the State of Jalisco
would act to prevent a default by Guadalajara.

The municipality of Guadalajara is located in the central-east
part of the state of Jalisco, which is the fourth largest
economy in the country in terms of its contribution to the
national GDP.  In addition, it is also the state with the fourth
largest population in Mexico.  As a capital city, Guadalajara is
the population center of the state (24% of total) and
contributes 37% of total state gross production. Its economic
base is strong and well diversified, mainly based on commerce
and services, although the manufacturing sector plays an
important role as well.


* MEXICO: S&P Says RBMS Market Stable Despite Global Volatility
---------------------------------------------------------------
Mexico's residential mortgage-backed securities (RMBS) market
has exhibited stable performance and steady growth since
issuance began in 2003, and 2007 was no exception, according to
Standard & Poor's Ratings Services' recently published Mexican
RMBS index.  On a year-to-year comparison, issuance grew 98.8%
to more than MXN32 billion in 2007, from approximately MXN18.5
billion in 2006.  In addition, new participants debuted in the
market, fueling growth; the underlying mortgage pools'
performance was stable; and nonbank financial institutions and
the government-related agency, Instituto del Fondo Nacional de
la Vivienda para los Trabajadores, or Workers' National Housing
Fund Institution (Infonavit) maintained steady issuance levels.
     
"The Mexican RMBS market has gotten off to a slow start in 2008,
but that's typical of the market for the first few months of the
year," said credit analyst, Maria Tapia.  "This slower trend
also reflects, to some extent, the global market volatility.  
Regardless, we expect growth to pick up in the second and third
quarters, provided that Mexican investors remain confident in
the decoupling of the U.S. and Mexican RMBS markets," Ms. Tapia
added.
     
Highlights during the period of Aug. 1, 2007, through Feb. 29,
2008 included:

   -- The 2004 and 2005 vintages exhibited a slightly better
      performance than the 2006 and 2007 vintages.

   -- Most Mexican mortgage borrowers made regular payments on
      their loans, and S&P sees no indication of significant
      deterioration in any specific vintage's performance.

   -- Delinquencies showed less volatility in the six months
      preceding March 2008.

   -- On an absolute time scale, RMBS portfolio performance
      defaults climbed in the three months preceding March 2008
      due to three main factors: seasonality, increases in
      recently acquired consumer credit payments, and a global
      rise in commodity prices.

   -- On a relative time scale, seasonality defaults grew at an
      expected pace.  S&P expects them to stabilize within four
      to six years after issuance.

   -- As the transactions age, prepayments will continue to
      grow.  The transactions showed some seasonality related to
      national holiday periods, such as the end of December, and
      additional payments received at year-end 2007.

S&P's Mexican RMBS index report focuses on the housing market's
performance from January 2003 to February 2008.  It includes
data from Aug. 1, 2007, through Feb. 29, 2008, from 12 credit
institutions.  The index tracks 49 transactions, 33 of which are
from NBFIs, 12 are from Infonavit, and four are from commercial
banks.



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

MAXXAM INC: Posts US$47 Million Net Loss in Year ended Dec. 31
--------------------------------------------------------------
MAXXAM Inc. reported a net loss of US$17.4 million for the
fourth quarter ended Dec. 31, 2007, compared to a net loss of
US$22.9 million for the same period a year ago.  

For 2007, MAXXAM Inc. reported a net loss of US$46.9 million
compared to net income of US$374.4 million for 2006.  The 2006
results included a net gain of US$430.9 million due to the
cancellation of the company's interest in Kaiser Aluminum
Corporation, resulting in the reversal of the company's losses
in excess of its investment in Kaiser.

On Jan. 18, 2007, Maxxam's affiliate, The Pacific Lumber company
and its subsidiaries, including Scotia Pacific company LLC,
filed for reorganization under Chapter 11 of the Bankruptcy
Code.  As a result, the company deconsolidated the Debtors'
financial results beginning Jan. 19, 2007, and began reporting
its investment in the Debtors using the cost method.  

Accordingly, the company's consolidated financial results for
the three months ended Dec. 31, 2007, include no activity for
the Debtors.  The company's consolidated financial results for
the twelve months ended Dec. 31, 2007, include the Debtors'
financial results only for the period from Jan. 1, 2007, thru
Jan. 18, 2007.

                    Annual Report Filing Delay

The company related that it will be unable to file its Annual
Report on Form 10-K for the year ended Dec. 31, 2007, by the
extended filing date under Rule 12b-25 of the Securities
Exchange Act of 1934.  As the company has not yet received all
of the necessary information from its equity method investees,
the company has not been able to complete certain disclosures in
the notes to the company's consolidated financial statements.  

The company intends to file its Form 10-K soon as practicable
after the required information is obtained on or before April
30, 2008.

The audit report of Deloitte & Touche LLP on MAXXAM's
consolidated financial statements for the year ended Dec. 31,
2007, is expected to contain an explanatory paragraph indicating
that the uncertainty surrounding the ultimate outcome of the
Bankruptcy Cases and its effect on the company, well as the
company's operating losses at its remaining subsidiaries, raise
substantial doubt about the company's ability to continue as a
going concern.

On April 1, 2008, the company advised the American Stock
Exchange that the company would not be able to file the Form 10-
K by the extended filing date under Rule 12b-25 of the
Securities Exchange Act of 1934 due to the inability of the
company to obtain all of the necessary information required to
complete disclosures related to its equity method investees.  

On April 1, 2008 the AMEX furnished the company with a letter
indicating that the failure to timely file the Form 10-K is a
violation of Sections 134 and 1101 of the AMEX company Guide and
the company's listing agreement with the AMEX.  As a result of
the filing delay, AMEX will broadcast an indicator over its
market data dissemination network noting the company's
noncompliance.  The presence of an indicator does not constitute
a trading halt or delisting.

The AMEX Letter, among other things, requires the company to
submit a plan by April 15, 2008, advising the AMEX of the action
the company has taken, or will take by June 30, 2008, to bring
the company into compliance with above-referenced sections.  

The AMEX Letter also indicates that the AMEX may initiate
delisting procedures if (a) the company does not submit the
Compliance Plan, (b) submits a Compliance Plan that is not
accepted by the AMEX, (c) does not make sufficient progress
under the Compliance Plan during the plan period, or (d) the
company is not in compliance with the above-referenced sections
by June 30, 2008.

                         About MAXXAM

Headquartered in Houston, Texas, MAXXAM Inc. (AMEX: MXM)  
operates businesses ranging from aluminum and timber products to  
real estate and horse racing.  MAXXAM's top revenue source is  
Kaiser Aluminum, which has been in Chapter 11 bankruptcy since  
2002.  MAXXAM's timber subsidiary, Pacific Lumber, owns about  
205,000 acres of old-growth redwood and Douglas fir timberlands  
in Humboldt County, California.  MAXXAM's real estate interests  
include commercial and residential properties in Arizona,  
California, Texas, and Puerto Rico.  The company also owns the  
Sam Houston Race Park, a horseracing track near Houston.  Its  
chairperson and chief executive officer, Charles Hurwitz,  
controls 77% of MAXXAM.

At Sept. 30, 2007, the company's balance sheets showed total
assets of US$543.7 million and total liabilities of
US$785.3 million resulting to total stockholders' deficit
US$241.6 million.


NUTRITIONAL SOURCING: Wants Until July 31 to File Ch. 11 Plan
-------------------------------------------------------------
Nutritional Sourcing Corporation and its debtor-affiliates ask
the United States Bankruptcy Court for the District of Delaware
to further extend the exclusive periods to:

   a) file a Chapter 11 plan until July 31, 2008; and
   b) solicit acceptances of that plan until Oct. 6, 2008.

The Debtors' exclusive rights to file a plan will expire on
May 2, 2008.

Pursuant to papers filed the Court, the extension would provide
enough time to the Official Committee of Unsecured Creditor
appointed in these cases to consider the Debtors' responses to
its several information request, and permits the Debtors to
evaluate each of 4,200 claims gathered by their claims agent,
Administar Services Group LLC.

The Debtors are presently selling their De Diego Grocery store
and certain unimproved real estate for US$26.5 million.  An
auction is set on April 30, 2008, followed by a sale hearing
scheduled to take place on May 1, 2008.  The Debtors expect the
sale to complete by June 1, 2008.

A hearing is set on May 1, 2008, at 4:00 p.m., to consider the
Debtors' request.  Objections, if any, are due April 25, 2008.

                    About Nutritional Sourcing

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba
Pueblo Xtra International, Inc. -- http://www.puebloxtra.com/--  
owns and operates supermarkets and video rental shops in Puerto
Rico and the US Virgin Islands.  The company and two affiliates,
Pueblo International, L.L.C., and F.L.B.N., L.L.C., filed for
chapter 11 protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos.
07-11038 through 07-11040).  Kay Scholer LLC represents the
Debtors in their restructuring efforts.  Pepper Hamilton LLP
serves as their Delaware counsel.  Skadden, Arps, Slate, Meagher
& Flom LLP represent the Official Committee of Unsecured
Creditors.  The company has disclosed US$130.8 million in assets
and debt totaling US$266.5 million with the Court.


PIER 1 IMPORTS: Earns US$13.7 Million in Quarter Ended March 1
--------------------------------------------------------------
Pier 1 Imports Inc. released Thursday its financial results for
the fourth quarter and fiscal year ended March 1, 2008.

The company reported net income from continuing operations of
US$13.7 million for the fourth quarter ended March 1, 2008,
versus a net loss of US$58.7 million for the year ago period.  
In the fourth quarter, the company generated EBITDA of US$24.9
million.

Comparable store sales increased 2.5% for the quarter.  Total
sales for the fourth fiscal quarter declined 7.8% to
US$436.7 million from US$473.7 million in the year ago quarter.  
Total sales were negatively impacted by the net closure of 79
stores as well as the additional week that was included in the
fourth quarter results in fiscal 2007.

Merchandise margins in the fourth quarter were 48.1% of sales,
up from 40.6% in the year ago quarter.  Merchandise margins
during the quarter were impacted by the winter sale, including
the clearance of holiday merchandise.  Gross profit margins for
the fourth quarter were 31.8% of sales, up from 24.6% in the
year ago period, and although the store count was significantly
reduced from the year ago period, gross profit dollars improved
over US$22 million.

Selling, general and administrative expenses for the fourth
quarter were US$50.2 million less than the year ago period, and
were 26.2% of sales compared to 34.8% of sales last year.  The
primary contributors to the decrease in on-going costs were
savings of approximately US$13.6 million in payroll, US$9.0
million in marketing expense and US$11.9 million in other
general administrative costs when compared to the same period
last year.

Additionally, during the fourth quarter, selling, general and
administrative expenses included a decrease of US$15.7 million
in special charges, when compared to the same period last year.
Excluding the impact of these charges, adjusted selling, general
and administrative expenses for the fourth quarter declined
US$34.5 million from the year ago period.

                     Fiscal Year 2008 Results

For the fiscal year, total sales declined 6.9% to US$1.5
billion, down from US$1.6 billion in fiscal 2007.  Additionally,
the company reported a net loss from continuing operations of
US$96.0 million. During the fiscal year, the company improved
EBITDA by US$127.4 million over fiscal 2007.  Fiscal 2008
reported EBITDA includes special charges of US$21.1 million.

For the year, selling, general and administrative expenses
declined US$161.1 million when compared to fiscal 2007.  Expense
savings included US$53.4 million in marketing, US$46.5 million
in payroll, US$25.0 million in other general and administrative
costs, and US$36.2 million reduction in special charges.  
Management expects to continue to realize these on-going savings
and on an annualized basis expects these savings to total US$160
million during Fiscal 2009 when compared to Fiscal 2007.

                  Sale of Headquarters Facility

On March 31, 2008, the company announced the sale of its
corporate headquarters facility to Chesapeake Energy
Corporation.  As part of the transaction, the company will lease
approximately 250,000 square feet for an initial term of seven
years, with an option to extend for a period of three years, and
a right to terminate the lease after five years.  While the
terms of the lease have not been disclosed, it is anticipated
that the net result of the transaction will have a positive
impact on earnings per share.  The transaction is expected to
close no later than June 30, 2008.

                      Management's Comments

Alex W. Smith, the company's president and chief executive
officer, said, "To see our customers respond so enthusiastically
to our merchandise and in-store experience during the fourth
quarter was very energizing for all of us at Pier 1 Imports.  

"We have confidence that if we concentrate on developing
powerful assortments that speak to our customer base and further
enhance our customer service and in-store presentation, that we
will continue making progress in returning our Company to
profitability and beyond.  I look forward to discussing our
opportunities for Fiscal 2009 later this morning on our
conference call."

                       About Pier 1 Imports

Based in Fort Worth, Texas, Pier 1 Imports Inc. (NYSE: PIR)
-- http://www.pier1.com/-- is a specialty retailer of imported
decorative home furnishings and gifts with Pier 1 Imports(R)
stores in 49 states, Puerto Rico, Canada, and Mexico, and Pier 1
kids(R) stores in the United States.   

                    Cash and Cash Equivalents

Cash and cash equivalents at March 1, 2008, decreased to
US$93.4 million from US$167.2 million at March 3, 2007.  This
was primarily due to the net loss from continuing operations of
US$96.0 million in fiscal 2008.  

Net cash used in operating activities was US$83.1 million for
the year ended March 1, 2008.  This compares with net cash used
in operating activities of US$104.9 million in fiscal 2007.

                          Balance Sheet

The company reported consolidated assets of US$821.9 million,
total liabilities of US$554.2 million, and total shareholders'
equity of US$267.7 million at March 1, 2008.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2007,
Standard & Poor's Ratings Services lowered its ratings on Pier 1
Imports Inc. to 'CCC+' from 'B-' and removed them from
CreditWatch, where they had been placed with negative
implications
on Dec. 19, 2005.  The outlook is negative.

At the same time, Standard & Poor's withdrew all its ratings on
Pier 1 at the company's request.


SPANISH BROADCASTING: To Hold 1Q 2008 Conference Call on May 8
--------------------------------------------------------------
Spanish Broadcasting System, Inc. will announce its financial
results for the first quarter ended March 31, 2008 on May 8,
2008, before United States market hours.

The company will host a conference call to discuss first quarter
2008 financial results on May 8, 2008 at 1:00 p.m. ET.  To
access the teleconference, please dial (973) 935-2407 ten
minutes prior to the start of the call and reference passcode
42812440.

A live webcast of the teleconference will be available on the
investor section of the company's corporate web site at
http://www.spanishbroadcasting.com/webcasts.shtml.

A replay of the teleconference will be available via telephone
through May 15, 2008.  U.S. participants can access the replay
by dialing (800) 642-1687 and international participants can
dial (706) 645-9291.  The passcode for the replay is 42812440.  
A webcast of the teleconference will be archived on the
company's Web site for seven days.

Spanish Broadcasting System Inc. (NasdaqGM: SBSA)--
http://www.spanishbroadcasting.com/--  operates as a media and   
entertainment company in the United States.  The company owns
and operates 20 radio stations and 2 television stations.  Its
television stations operate under the MEGA TV brand, serving the
south Florida market.  The company also operates LaMusica.com,
Mega.tv, and a radio station web sites, which are bilingual web
sites that provide content related to Latin music,
entertainment, news, and culture.  In addition, it produces live
concerts and events throughout the United States and Puerto
Rico.

                         *      *      *

As reported on the Troubled Company Reporter-Latin America on
March 14, 2008, Spanish Broadcasting System, Inc., reported
US$4,964 million net loss for the fourth quarter ended Dec. 31,
2007, compared to US$6,945 million net loss for the fourth
quarter ended Dec. 31. 2006.

As reported on the Troubled Company Reporter-Latin America on
Oct. 8, 2007, Moody's Investors Service downgraded Spanish
Broadcasting System, Inc.'s Corporate Family Rating to B2 from
B1.  In addition, Moody's downgraded Spanish Broadcasting's
US$350 million first lien secured credit facility (US$25 million
secured revolver due 2010, US$325 million first lien secured
term loan due 2012) to B2 from B1 and 10 _% series B cumulative
exchangeable redeemable preferred stock to Caa1 from B3.



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

NUEVO BANCO: Fitch Lifts Foreign Currency ID Rating to BB-
----------------------------------------------------------
Fitch Ratings has upgraded Nuevo Banco Comercial's Foreign
currency long-term issuer default rating to 'BB-' from 'B+' and
its national long term rating to 'AA(ury)' from 'AA-(ury)'
positive outlook.

In addition, Fitch has affirmed these ratings of Nuevo Banco
Comercial:

   -- Local currency long-term issuer default rating at 'BB-',
   -- Support Rating at '4';
   -- Support Floor at 'B'.

The rating outlook is stable.

The upgrade in Nuevo Banco Comercial's foreign currency IDR and
national long-term rating reflects the bank's steadily improving
operating performance, while maintaining high liquidity and
capitalization levels.  As the former rating is not constrained
by the sovereign since this was upgraded, it is now aligned to
the bank's local currency IDR.

While Nuevo Banco Comercial's net earnings declined in 2007 as a
result of the impact of foreign exchange losses on the bank's
significant asset position in US$, its operating revenues have
grown significantly, with interest income and fees growing
strongly.  Fitch Ratings expects the bank's operating
performance to continue to improve, although its net income
could be affected again by variations in the foreign exchange
rate.  While Fitch recognizes that the bank's position in US$ is
generated by the main shareholder's decision to maintain its
investment in US$, this is considered negative for Nuevo Banco
Comercial as it adds volatility to its profitability.

Nuevo Banco Comercial's asset quality is adequate and its ratios
have improved.  Although a significant proportion of loans
(21.8% at end-2007) fall under the higher risk categories 3, 4
and 5 due to stringent classification rules imposed by the
Central Bank of Uruguay, only 2.2% of the loan book is past-due
-- 60 days or more overdue, under local definitions.  Loan loss
reserves covered 4.4% of total loans and 200% of past-due loans
at end-2007, which is considered adequate.

Nuevo Banco Comercial's funding is mainly through deposits;
liquidity continues to be high, with liquid assets representing
54.2% of deposits and short-term funds.

The bank's capitalization is adequate.  Total equity represented
15.2% of assets and 21.7% of risk-weighted assets at end-2007.  
Fitch expects these ratios to go down as lending keeps on
growing.

NBC is the second-largest private bank in Uruguay.  Its market
presence is significant in all segments and it had 16.9% of the
system's assets at end-2007.

Advent International controls 60% of the bank's equity, with the
Uruguayan government still owning the remainder in the form of
preferred stock.  Fitch is aware of negotiations being held by
Advent to sell the bank and will evaluate the potential effect
on the bank's ratings if this operation takes place.

Nuevo Banco, Uruguay's second largest private sector bank, was
formed in March 2003 from the assets of three local banks that
were intervened and suspended due to a "run on deposits" during
Uruguay's financial crisis in 2002.  The Uruguayan government
sold Nuevo Banco to a group led by Advent International for
US$167 million in September 2005.  Nuevo Bank has
UYU29.7 billion in assets and some 106,000 customers.



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

NORTHWEST AIRLINES: Delta Merger Prompts S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' long-term corporate credit rating, on Northwest
Airlines Corp. on CreditWatch with negative implications,
following announcement of a merger agreement with Delta Air
Lines Inc. (B/Watch Pos/--).  The CreditWatch listing affects
enhanced equipment trust certificates with various ratings,
excepting those that are insured by a bond insurer.  S&P's
listing of Northwest ratings on CreditWatch with negative
implications and those of Delta on CreditWatch with positive
implications implies that S&P foresee a corporate credit rating
of either 'B' or 'B+' for the combined entity.  

The proposed merger is subject to approval by Northwest and
Delta shareholders, and will be subject to antitrust review by
the U.S. Department of Justice and approval by various other
regulators.   Eagan, Minnesota-based Northwest has about US$13
billion of debt and leases outstanding.
      
"The proposed merger of Northwest and Delta would create a more
comprehensive route network, with opportunities for revenue and
cost synergies, but entails risks in integrating employee groups
and information systems, and will result in higher labor costs
as labor contracts are reopened to secure employee support and
capture the benefits of operating as a single airline," said
Standard & Poor's credit analyst Philip Baggaley.  The
managements of both airlines suggest that cost and revenue
synergies of the
combination should total at least US$1 billion annually by 2012.  
The proposed merger would be structured as an exchange of
shares, removing the need for additional debt to finance a cash
offer.  

However, the companies anticipate one-time integration costs of
US$1 billion. Despite statements earlier by the chief executive
of Air France Group that his company would consider an equity
investment in a merged Delta/Northwest, no such investment is
currently contemplated.
     
Standard & Poor's will evaluate the potential benefits and risks
of the transaction in resolving our CreditWatch review.  S&P
will also consider overall airline industry prospects, as S&P
were already in the process of reviewing the rating outlooks on
both airlines, as well as on other U.S. airlines.  Ratings on
enhanced equipment trust certificates could change based on any
downgrade
of S&P's corporate credit rating on Northwest and, in addition,
on our review of how the merger could affect incentives to
affirm aircraft obligations in any future bankruptcy of the
combined airline.  Thus, a merged Delta/Northwest may have a
greater or reduced incentive to keep certain aircraft within the
context of the combined fleet.  

There is relatively limited overlap in aircraft models between
the two airlines, with Delta operating an all-Boeing (including
McDonnell Douglas aircraft) fleet, while Northwest uses a
combination of Airbus and Boeing planes.  Each airline currently
uses certain aircraft that could perform capably missions
handled by a different model in the other airline's fleet if the
combined airline needed to shrink its fleet.  Even if the
merged airline preferred to keep all of these models in
bankruptcy, its ability to use alternative planes would
strengthen its bargaining position versus creditors.

S&P will resolve its CreditWatch review when all or
substantially all preconditions to concluding a merger are
completed, and will indicate a likely outcome earlier than that,
if S&P have sufficient information and certainty to do so.

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: Moody's Places Ratings Under Review
-------------------------------------------------------
Moody's Investors Service placed the debt ratings of Delta Air
Lines, Inc. ("Delta", corporate family at B2) and Northwest
Airlines Corporation ("Northwest", corporate family rating at
B1) on review for possible downgrade.  The review was prompted
by the announcement that the two airlines have agreed to combine
in an all-stock transaction with a combined enterprise value of
approximately US$18 billion.

Moody's review period may be lengthy, given the time for the
necessary regulatory and shareholder approvals to effect the
corporate merger.  Moreover, there could be a considerable
additional time period to effect actual integration of the
airlines, which is the basis for achieving the expected
operating synergies.  The all-stock nature of the transaction is
viewed favorably as it precludes the need for incremental debt
that would need to be serviced by the combined airline
operation.    Nevertheless, the extended timeframe over which
cost and revenue synergies might be achieved, and the
significant hurdles that will need to be overcome to realize
these synergies are critical concerns that will be assessed in
the review.

Separately, both carriers are facing material near-term
operating pressures from high fuel and maintenance costs and
weakening passenger traffic that impair their ability to realize
adequate yields on ticket prices.  Even with the benefits of the
bankruptcy restructurings recently completed by both airlines,
the current industry conditions will likely make it difficult
for either carrier to earn an adequate profit.  Successful
implementation of the merger and realization of all expected
synergies could help the combined carriers deal with these
challenging conditions.  Yet the synergies will only be realized
over an extended period of time, and with the expectation of
near term net losses, combined with the still substantial debt
load (Delta at US$17.6 billion; Northwest at US$15.3 billion,
using Moody's standard adjustments), Moody's could take interim
downward rating actions on either carrier's debt prior to
completing the review.

Moody's will examine the timing and the magnitude of the various
cost and revenue synergies anticipated, and the degree to which
these incremental gains will affect credit metrics and enable
the new company to realize adequate returns.  Particularly
important will be the ability to effectively integrate the
workforces of Delta and Northwest, and combine the seniority
list in a way satisfactory to the work force, especially the
pilots.  The review will also consider the degree to which each
airline can preserve its liquidity during the challenging near
term operating conditions, prior to effecting the merger.

The merger does not contemplate additional debt, which is
helpful.   In addition, the four way anti-trust immunity (Delta,
Northwest, KLM, AirFrance) is also helpful as the airlines
operate with broader code-share arrangements.  There is limited
overlap in the domestic network, and Northwest's strength in
Pacific routes (particularly the Fifth Freedom rights in Japan)
complement Delta's service in Europe and elsewhere.  However,
Moody's is skeptical that simply joining the route networks will
create the revenue synergies needed to generate an adequate
return.  Cost savings, anticipated to reach a run-rate of about
US$1 billion by 2012, could be challenging in light of
unresolved labor negotiations, and the negative pressures from
fuel and maintenance costs.  

Both airlines have aging fleets that are less efficient to
operate in the current high fuel cost environment.  The airlines
have a limited number of new aircraft on order and will need to
consider the considerable capital costs associated with
refleeting.

The secured debt ratings of Delta and Northwest, including
Enhanced Equipment Trust Certificates, but excluding ratings
supported by monoline insurance policies, will be reviewed in
relation to the review of the underlying implied rating as well
as to the asset values of aircraft equipment that provide
collateral support for the transactions.  The potential ratings
actions for these transactions may be of greater or less
magnitude than a change in the underlying airline rating, if
any.

On Review for Possible Downgrade:

Issuer: Delta Air Lines, Inc.

  -- Probability of Default Rating, Placed on Review for
Possible
     Downgrade, currently B2

  -- Speculative Grade Liquidity Rating, Placed on Review for
     Possible Downgrade, currently SGL-2

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B2

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba2 (19% - LGD2)

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba2 (19% - LGD2)

  -- Second Lien Term Loan, Placed on Review for Possible
     Downgrade, currently B2 (46% - LGD3)

  -- Series 2007-1 Pass Through Certificates, Placed on Review
for
     Possible Downgrade:

  -- Class A, currently Baa1
  -- Class B, currently Ba2
  -- Class C, currently B1

Issuer: Northwest Airlines Corporation

  -- Probability of Default Rating, Placed on Review for
Possible
     Downgrade, currently B1

  -- Speculative Grade Liquidity Rating, Placed on Review for
     Possible Downgrade, currently SGL-2

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B1

Issuer: Northwest Airlines, Inc.

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba3 (41% - LGD3)

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba3 (41% - LGD3)

  -- Series 2007-1 Pass Through Certificates, Placed on Review
     for Possible Downgrade:

  -- Class A, currently A3

  -- Class B, currently Ba1

Outlook Actions:

Issuer: Delta Air Lines, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Northwest Airlines Corporation

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Northwest Airlines, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

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: Merger Prompts Fitch to Affirm Delta Rating
---------------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of Delta Air Lines,
Inc. following the announcement that Delta has agreed to merge
with Northwest Airlines Corp., subject to approval by the two
airlines' shareholders and the U.S. Department of Justice.  
Delta's ratings were affirmed as:

  -- Issuer Default Rating at 'B';
  -- First-lien senior secured credit facilities at 'BB/RR1';
  -- Second-lien secured credit facility (Term Loan B) at
     'B/RR4'.

The issue ratings apply to US$2.5 billion of committed credit
facilities.  The Rating Outlook for Delta has been revised to
Negative from Stable.

The affirmation reflects Fitch's view that the proposed
transaction is likely to drive a combined post-merger credit
profile that is similar to that of a stand-alone Delta.  
However, a successful completion of the merger is by no means a
certainty in light of potential opposition from organized labor
and Congress.  This uncertainty, together with potential
concerns raised by the DOJ in a lengthy antitrust review,
increases execution risk and diverts management attention at a
time of increasing stress in the U.S. airline operating
environment.  The Negative Outlook reflects Fitch's opinion that
extreme fuel cost pressure and slower unit revenue growth rates
in a U.S. recession will materially weaken Delta's credit
profile over the next year-whether or not the Delta-Northwest
merger is ultimately closed.

The merged carrier will face substantial fixed financing
obligations over the next several years in an industry operating
environment that will remain difficult as the U.S. economy heads
into recession.  However, should the merger receive regulatory
approval, the Delta-Northwest combination would likely drive
some material revenue synergies related primarily to fleet
optimization and greater revenue per available seat mile
premiums linked to the creation of a broadly diversified and
deep global route network.  Notably, the realization of full
revenue synergies would not be complete until 2012 as fleet and
schedule optimization benefits are pursued largely in the
absence of broad-based available seat mile capacity reduction.

Importantly, Delta management noted on this morning's investor
call that no hub closures are contemplated in connection with
the merger, raising the question of how much domestic capacity
could actually be removed post-closing.  Delta and Northwest
have each announced plans to pull back 2008 domestic capacity
(10% reduction at Delta and 5% at Northwest) in response to
accelerating jet fuel cost pressure since the start of the year.  
If no significant domestic capacity rationalization is
envisioned beyond 2008, it may be very difficult for the
combined Delta-Northwest to drive the type of RASM improvements
necessary to offset intensifying fuel cost pressure.

No material pull-backs in energy prices are assumed by Delta
management in its merger plan.  This fact, together with Delta's
revenue synergy target (US$700 million run rate) would appear to
limit any opportunities to drive substantially positive free
cash flow beyond 2008.  With large numbers of firm aircraft
deliveries keeping capital spending high, and with significant
scheduled debt maturities at both carriers, an extended industry
downturn could drive combined Delta-Northwest operating losses
and negative free cash flow in 2009.  This in turn could force
the merged carrier to seek new sources of capital next year if
current combined liquidity levels (approximately US$7 billion)
are to be maintained.  Given the currently constrained nature of
debt capital markets, there is little certainty about the
availability of external capital post-closing.

On the cost side, increasing pay rates linked to the tentative
agreement with Delta pilots will pressure non-fuel unit
operating costs.  Delta management, however, does see an
opportunity to realize US$300 million to US$400 million in cost
synergies net of new labor contract changes.  Savings linked to
the elimination of redundant operations appear to be broadly
attainable.  Still these savings could be offset in large part
by higher unit labor rates and productivity penalties if
integrated contracts are not finalized at the time of the
merger.  Delta has identified as much as US$1 billion of cash
merger transition costs, which will likely be front-loaded in
the 2008-2009 time period.  If a quick agreement with Northwest
pilots is to be reached, moreover, labor cost pressures could
increase beyond planned levels.

The current 'B' IDR for a stand-alone Delta reflects the high
levels of debt that remain on Delta's balance sheet even after
the Chapter 11 restructuring, reduced but still heavy cash
obligations over the next several years and the company's
exposure to demand and fuel price shocks in an industry that
remains highly vulnerable to changes in the macroeconomic
environment.  With domestic unit revenue growth expected to slow
throughout 2008 and jet fuel prices at record levels, intense
margin pressure will persist.  The airline's March plan to cut
domestic capacity and 2,000 jobs this year is unlikely to offset
the heavy cost pressure linked to US$110-plus per barrel crude
oil in 2008.  With some weakeninng of air travel demand and RASM
trends likely to appear by summer, therefore, Fitch expects full
year 2008 cash flow and liquidity results to fall well short of
bankruptcy exit plan assumptions for the stand-alone Delta.

Delta's post-reorganization capital structure was streamlined as
a result of pre-petition debt and lease rejection in Chapter 11.  
Recovery expectations for the first-lien revolver and term loan
are superior to those of the second lien term loan.  Recovery
expectations for first-lien lenders are excellent, reflecting a
deep collateral pool consisting of aircraft, engines, spare
parts and other assets, as well as a tight covenant package
protecting lenders via fixed charge coverage, minimum liquidity
and collateral coverage tests.  Taking into account the credit
facilities, aircraft-backed EETC obligations and private
mortgage agreements, Delta has virtually no unencumbered assets
remaining to support additional borrowing if liquidity
conditions tighten further.

Secured financing for firm aircraft deliveries (including Boeing
777-200s, Boeing 737 NGs and CRJ-900 regional jets) will need to
be secured if Delta's international growth strategy and fleet
overhaul are to be completed.  Similarly, on the Northwest side,
future mainline and regional jet deliveries must be financed,
since aircraft capital spending won't be funded from operating
cash flow in either a stand-alone or post-merger case.

A downgrade to 'B-' for the IDR could follow later in the year
if operating trends in the industry continue to worsen in
response to rising jet fuel costs and a fragile demand
environment.  With respect to the merger transition process,
Fitch will remain focused primarily on the risks related to
labor opposition at Northwest, where ALPA-represented pilots
have made it clear that a quick intergration of pilot contracts
is not likely.  Labor opposition at Northwest, if prolonged,
could complicate the task of realizing full merger synergies if
the deal gains necessary regulatory approvals.

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.



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

* LatAM, Middle East & Africa Have More Moody's Upgrade Reviews
---------------------------------------------------------------
Overall credit quality for corporate, sovereign, and banking
debt issuers on a global basis worsened as downgrade-to-upgrade
ratio rose to about 3:1 from about 2:1 in the previous quarter,
says Moody's Investors Service in a new report.  The pace of
deterioration has been rapid since as recently as the second
quarter of 2007, the number of upgrades and the number of
downgrades were approximately equal.

"The environment continues to be cautious, with a greater
percentage of issuers on review for downgrade than upgrade, as
well as more issuers holding negative outlooks than positive
ones," says Moody's Analyst Jennifer Tennant.

Specifically, Moody's reports that the end of the first quarter
of 2008, 3.8% of rated issuers were on review for downgrade,
compared with 1.8% on review for upgrade.  Similarly, 13.1% of
rated issuers were given negative outlooks, compared with 6.1%
with positive outlooks.

The rating actions, reviews and outlooks also show investment-
grade issuers facing a slightly more positive credit outlook
than do the speculative-grade issuers, continuing a trend from
the previous quarter.  While both categories had more issuers on
review for downgrade than for upgrade, investment-grade issuers
show more stability, and speculative-grade issuers were more
likely than investment-grade issuers to experience downgrades
and upgrades in the first quarter of 2008.  Speculative-grade
issuers were also much more likely than investment-grade issuers
to hold negative outlooks.

The Middle East, Africa and Latin American regions have more
issuers on review for upgrade than on review for downgrade, says
Moody's.  For Asia Pacific (e.g. Japan), negative outlooks
outnumbered positive outlooks whereas for Japan, there were
still more positive outlooks than negative outlooks though the
gap has narrowed.

Additionally, more European issuers are on review for downgrade
than review for upgrade, and three times as many issuers in the
United States and Canada have negative outlooks as opposed to
positive outlooks.

Among industries, Real Estate & Construction and Finance,
Securities & Leasing had the largest proportion of downgrades in
the first quarter of 2008.  The Building Materials and Real
Estate and Construction industries have substantially more
issuers with negative outlooks than positive ones.

The title of this Moody's Special Comment is "Moody's Rating
Actions, Reviews and Outlooks: Quarterly Update -- First Quarter
2008."


* Beard Presents "Understanding CDS Contract Risks" Seminar
-----------------------------------------------------------
Beard Audio Conferences presents a new audio seminar on
"Understanding CDS Contract Risks."  

The live 90-minute telephone conference with interactive Q&A
session is hosted by the Beard Group Law and Business Publishers
and Troubled Company Reporter.

Enroll today in this international audio conference and let
noted restructuring attorney Andrea Pincus help you better
understand the make-up of your CDS portfolio. She'll provide a
plain-English explanation of the structure of CDS transactions,
then analyze the state of today's market, empowering you to
better manage CDS contract risks, tap into potential rewards,
and spot warning signs along the way.

Register now at http://researcharchives.com/t/s?2954   

Learn more by visiting http://researcharchives.com/t/s?2955  

Today's $45 trillion CDS market is roughly twice the size of the
entire U.S. stock market. Yet despite its staggering size, the
unregulated over-the-counter CDS market and its vast
underpinnings remain a mystery to even the most sophisticated of
investors.

What's more, the spider's web of connections between Credit
Default Swaps and global subprime failures, ratings downgrades,
monoline exposure, and billion-dollar losses by commercial banks
and insurers means your potential CDS risks are greater than
ever.

The conference agenda includes:

   * What's behind the curtain? What you need to know about the
     structure of today's CDS contracts and their evolution -
     from hedging vehicle to highly customized alternative
     investment vehicle,

   * Mechanics of a typical CDS transaction, including required
     documentation and critical contract terms

   * Special challenges and concerns for CDS written on asset-
     backed securities and backed by financial guaranty policies

   * What is counterparty risk? How is it affected in the face  
     of subprime meltdowns, concentration of major players, the
     ongoing liquidity crisis, and shaken investor confidence?

   * Changing dynamic for troubled companies due to the high
     volume of CDS trading in the secondary market and related
     pressure on CDS buyers to push troubled companies into
     Chapter 11

   * New initiatives from ISDA, including modifications to
     standard forms

   * Prospects for regulation and changing accounting principles

   * Emerging areas of dispute and litigation - like ambiguous
     documentation, valuation methodologies, and conflicts over
     collateral obligations. Learn how to identify them before
     they sabotage your portfolio

   * Hedging your hedge - potential upsides for distressed
     investors.

Who Should Attend:

All those participating in today's Credit Default Swap market -
both buyers and sellers of CDS protection - and their legal and
financial advisors. This easy-to-attend audio briefing is
designed to help you better understand the latest market
dynamics affecting ways to value your holdings - or unload them.

About Your Presenter:

Andrea Pincus joined the law firm of Reed Smith LLP as a lateral
partner in February 2008, and is a member of the firm's
Commercial Restructuring & Bankruptcy Group and the firm's
Financial Industries Group.

In her practice, Andrea represents hedge funds, banks and other
institutional investors, bondholders and trustees, as well as ad
hoc and official committees, secured creditors, governmental
entities, private individuals and debtors-in-possession in all
aspects of Chapter 11 cases as well as out-of-court workouts
involving private and publicly-held companies.

In the related areas of capital markets and structured finance,
Andrea represents hedge funds, banks and other financial
institutions in connection with distressed investing strategies,
structured debt, and derivative transactions based on ISDA
documentation, with a particular focus on credit default swaps
and valuation disputes.

Andrea is a member of 100 Women in Hedge Funds, a global
association of women in the hedge fund industry, and serves on
its Philanthropy Committee and Governance Committee. In
addition, she is a member of the American Bankruptcy Institute
as well as the Turnaround Management Association.

HOW TO REGISTER:

   1. Call 240-629-3300 and charge your tuition investment of
      $295 to a major credit card, or

   2. Visit www.beardaudioconferences.com for fast and
      convenient online registration.

   3. Mail your check payable to Beard Audio Conferences to:  
      Beard Group, P.O. Box 4250, Frederick, MD 21705-4250  
     (checks must be received 48 hours prior to       
      conference).

Can't make the scheduled date and time? Order the Audio CD
recording of this conference. Or get the CONFERENCE PLUS option
that allows you to attend the audio conference AND get the Audio
CD recording at a discounted price. For either option, visit
http://www.beardaudioconferences.com or call (240) 629-3300.


* April 17 Webinar Virtual Discussion Focuses on Distress Retail
----------------------------------------------------------------
Restructuring professionals who focus on the retail business
share the inside story on why there's a "Sale on Everything: The
Changing Nature of Distressed Retail," part of the TMA Webinar
series sponsored by the Turnaround Management Association. This
virtual discussion is on Thursday, April 17, 2008, from noon to
1 p.m. Eastern.

                           Description

In March 2008, consumer confidence hit its lowest level in the
past five years. Cautious consumers have led to a significant
decline in retail spending. The plight of retailers has been
exacerbated by the tightening of lending standards, existing
heavy debt loads and failed repositioning strategies.

This panel of retail experts will discuss the dramatic rise in
bankruptcy filings by national and regional retailers and the
trend toward Chapter 11 filings resulting in contracted
businesses, going concern sales and, often, outright
liquidations. They will focus on the practical issues affecting
retail businesses undergoing a Chapter 11 liquidation or
reorganization and the real life solutions that have been
implemented to
address those issues.

                        Presenters

Moderator: Deborah Piazza, a partner in the restructuring,
bankruptcy and commercial litigation group of Hodgson Russ LLP
in New York

Panel:

    -- Michael A. O'Hara, president and managing member of
       Consensus Advisors LLC, in Boston, an investment banking
       and financial advisory services firm exclusively serving
       retailer and consumer products companies.

    -- Adam C. Rogoff, partner in Cooley Godward Kronish LLP's
       bankruptcy and restructuring practice in New York

The Turnaround Management Association
(http://www.turnaround.org)is the only international non-profit  
association dedicated to corporate renewal and turnaround
management. With international headquarters in Chicago, TMA has
8,100 members in 45 regional chapters who comprise a
professional community of turnaround practitioners, attorneys,
accountants, investors, lenders, venture capitalists,
appraisers, liquidators, executive recruiters and consultants.

Register online at http://www.turnaround.org/



                            ***********


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.  Tara Eliza Tecarro, Sheryl Joy P. Olano, Rizande
delos Santos, and Pamella Ritah K. Jala, Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.

Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.

The TCR Latin America subscription rate is US$625 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are US$25 each.  For
subscription information, contact Christopher Beard at
240/629-3300.


           * * * End of Transmission * * *