TCRLA_Public/080422.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

            Tuesday, April 22, 2008, Vol. 9, No. 79

                            Headlines


A R G E N T I N A

AGROGANADERA NORTE: Trustee to Verify Claims Until May 12
ANGELITE SA: Files for Reorganization in Buenos Aires Court
AUTOMOTORES SAN TELMO: Claims Verification Deadline is June 3
CULLIGAN INT'L: S&P Cuts Rating to B- on High Leverage
DON QUIJOTE: Seeks Bankruptcy Protection

ELIAGRO SA: Trustee to Verify Proofs of Claim Until June 24
FIDEICOMISO FINANCIERO: Subordinated Certificate Gets Moody's Ca
GOFFRE CARBONE: Files for Reorganization in Buenos Aires Court
MATI SA: Trustee to Verify Proofs of Claim Until June 3
MEIGA SA: Proofs of Claim Verification Deadline is July 2

THE LOOK: Proofs of Claim Verification Deadline is June 5
TYSON FOODS: Leases Production in Tyson Plant, Cuts 110 Jobs


B E L I Z E

CONTINENTAL AIRLINES: Posts US$80 Mil. Net Loss in 1st Qtr. 2008


B E R M U D A

ENERGY XXI: S&P Revs Outlook to Stable; Holds CCC+ Credit Rating
IPC HOLDINGS: Issues First Quarter 2008 Earnings Webcast Alert


B R A Z I L

BANCO BRADESCO: Unit to Provide BRL1.20B Coverage for New Plant
BANCO ITAU: Discloses Agenda for Extraordinary General Meeting
CAMARGO CORREA: Will Build Pipeline for Minas-Rio Iron Complex
COMPANHIA ENERGETICA: Signs US$6.32 Billion Deal with Votorantim
DELPHI: Plastech Wants to Return Tooling to Delphi Automotive

FIAT SPA: In Talks with Chrysler Over Alfa Romeo Production
GENERAL MOTORS: Plastech Complains About Tooling Repossession
GLOBAL CROSSING: Unit's Revenue Increases 9% in Fourth Quarter
NET SERVICOS: Earns US$19.4 Million in 2008 First Quarter
UAL CORPORATION: Remains Open to Industry Consolidation

UAL CORP: Kirkland & Ellis Has Custody of Restricted Files
UAL CORPORATION: March 2008 Status Report on Plan Consummation
UNIAO DE BANCOS: Secures US$210 Million Syndicated Loan


C A Y M A N  I S L A N D S

BAE SYSTEMS: Proofs of Claim Filing Deadline is April 28
BASIS YIELD: Foreign Reps Seek Dismissal of Chapter 15 Case
BASIS YIELD: Grant Thornton to Lodge Claim for Assets
BRASKEM CAYMAN: Will Hold Final Shareholders Meeting on April 29
CS OFFSHORE: Sets Final Shareholders Meeting for April 29

CY OFFSHORE: Will Hold Final Shareholders Meeting on April 29
GRAND CIRCLE: Moody's Withdraws All Ratings on Canceled Deal
TOKYO CRIMSON: Proofs of Claim Filing Deadline is April 28


C O L O M B I A

DOLE FOOD: S&P Lifts Debt Rating to B- & Puts '4' Recovery Rtng.


C O S T A  R I C A

SIRVA: Court Lifts Stay on 360networks Panel's Preference Case
SIRVA INC: OOIDA Wants to be Reclassified as Class 4 Claimants


D O M I N I C A N   R E P U B L I C

PRC LLC: Files Supplement Site Consolidation Incentive Plan
PRC LLC: Committee Wants to Employ Halperin as Conflicts Counsel
PRC LLC: Inks Stipulation Resolving Pact With Spirit Airlines


E C U A D O R

PETROECUADOR: Contributes US$1.48 Billion to Ecuador's Coffers


G U A T E M A L A

BRITISH AIRWAYS: May File Lawsuit vs BAA over Terminal Five


J A M A I C A

CABLE & WIRELESS: Unit to Invest US$5MM for 150 Retail Outlets
CASH PLUS: Businessman Seeks to Recover J$30MM from Carlos Hill
CASH PLUS: Court Grants J$5 Million Bail to Peter Wilson
CASH PLUS: Patrice Mitchell Gets Court Injunction Against Firm


M E X I C O

BLOCKBUSTER INC: CEO Keyes' US$5.6M Pay Lower than Predecessor's
BLUE WATER: Creditors Committee Appeals Final DIP Order
BLUE WATER: Wants to Pay Incentives to Critical Employees
DURA AUTOMOTIVE: Wants to Implement Canadian Restructuring
FLEXTRONICS: Completes Phase 1 of Arima Computer Acquisition

FOAMEX INT'L: Names David J. Lyon to Board of Directors
KRISPY KREME: Posts Fourth Quarter Net Loss of US$31.8 Million
METROFINANCIERA SA: Moody's Holds Global Scale ID Rating at B1
SHARPER IMAGE: Enters Into Premium Finance Agreement with AICCO
SHARPER IMAGE: Agent Asks Court to Enforce Sales Protocol

SHARPER IMAGE: Withdraws Motion Against Calif. Attorney General
SHARPER IMAGE: U.S. Trustee Objects to Conway Del Genio Hiring
WENDY'S INT'L: Drops Buyout Proposals of Trian Fund & Triarc Cos
* MEXICO: Fitch Sees Increased Risks in Housing Construction Biz


P E R U

DOE RUN: La Oroya Strike Ends, Work Resumes


P U E R T O  R I C O

FERNANDEZ MOLEDO: Case Summary & 37 Largest Unsecured Creditors
HORIZON LINES: S&P Rtg Unaffected by Puerto Rican Trade Subpoena


U R U G U A Y

BANCO SURINVEST: Fitch Assigns B Long-Term Issuer Default Rating
CHILDREN'S TRUST: Fitch Eyes BB Rtng on US$47MM Series B Bonds


V E N E Z U E L A

GOODYEAR TIRE: Board Approves 2008 Performance Plan, MIP
SHAW GROUP: Earns US$8.9 Million in Quarter Ended February 29
SHAW GROUP: Moody's Lifts Ratings to Ba1 on Strong Performance


X X X X X X

* S&P Publishes 2008 Industry Credit Outlook for LatAm Banks
* Large Companies with Insolvent Balance Sheet


                         - - - - -


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

AGROGANADERA NORTE: Trustee to Verify Claims Until May 12
---------------------------------------------------------
Eduardo Raul Duschkin, the court-appointed trustee for
Agroganadera Norte S.R.L.'s reorganization proceeding, will be
verifying creditors' proofs of claim until May 12, 2008.

Mr. Duschkin will present the validated claims in court as  
individual reports on June 12, 2008.  The National Commercial
Court of First Instance in Vera, Santa Fe, 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 Agroganadera Norte 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 Agroganadera Norte's
accounting and banking records will be submitted in court on
July 11, 2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on Sept. 11, 2009.

The debtor can be reached at:

        Agroganadera Norte S.R.L.
        San Martin 1840, Vera
        Santa Fe, Argentina

The trustee can be reached at:

        Eduardo Raul Duschkin
        Belgrano 1757, Vera
        Santa Fe, Argentina


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

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

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

The debtor can be reached at:

                     Angelite SA
                     Uruguay 651
                     Buenos Aires, Argentina


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

Mr. Contador will present the validated claims in court as  
individual reports on July 15, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Automotores San Telmo and its creditors.

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

A general report that contains an audit of Automotores San
Telmo's accounting and banking records will be submitted in
court on Sept. 9, 2008.

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

The trustee can be reached at:

           Daniel Guillermo Contador
           Tucuman 1657
           Buenos Aires, Argentina


CULLIGAN INT'L: S&P Cuts Rating to B- on High Leverage
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on water
services provider Culligan International Co., including the
corporate credit rating (to 'B-' from 'B') and the issue-level
and recovery ratings.  

S&P removed the ratings from CreditWatch, where they had been
placed with negative implications on Nov. 30, 2007, because of
fiscal 2007 operating results that were below our expectations.
The outlook is stable.  Total debt outstanding at the company
was about US$831 million as of Dec. 31, 2007.

"The downgrade primarily reflects a decline in financial
performance resulting from weak organic growth during the year,
and the company's high leverage," said Standard & Poor's credit
analyst Kenneth Shea.  For the full year 2007, adjusted EBITDA
declined 15%, reflecting a 1% decline in organic sales (total
sales increased a modest 3% due to favorable currency exchange
translations), narrowed gross margins, inventory
rationalization, and costs associated with the transition to a
new third-party distribution center.  These factors were
partially offset by the favorable impact of lower product costs
achieved from some manufacturing outsourcing initiatives.  

Culligan International Company is a U.S. operating subsidiary of
Culligan Holding S.ar.l., and the principal borrower under the
rated debt facilities.  Culligan is a global provider of water
treatment products and services for household and commercial
applications.

The company has operations in China, the United Kingdom, France,
Italy and Argentina, among others.


DON QUIJOTE: Seeks Bankruptcy Protection
----------------------------------------
The National Commercial Court of First Instance No. 22 in Buenos
Aires is studying the merits of Don Quijote Cereales SRL's
request to enter bankruptcy protection.

Don Quijote filed a "Quiebra Decretada" petition, after failing
to pay its debts since April 11, 2008.

The petition, once approved by the court, will transfer control
of the company's assets to a court-appointed trustee who will
supervise the liquidation proceedings.

Clerk No. 44 assists the court in this case.

The debtor can be reached at:

         Don Quijote Cereales SRL
         Armenia 2280
         Buenos Aires, Argentina


ELIAGRO SA: Trustee to Verify Proofs of Claim Until June 24
-----------------------------------------------------------
Juan Carlos Caro, the court-appointed trustee for Eliagro S.A.'s  
reorganization proceeding, will be verifying creditors' proofs  
of claim until June 24, 2008.

Mr. Caro will present the validated claims in court as   
individual reports on Aug. 20, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Eliagro 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 Eliagro's accounting  
and banking records will be submitted in court on Sept. 3, 2008.

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

The trustee can be reached at:

        Juan Carlos Caro
        Florida 470
        Buenos Aires, Argentina


FIDEICOMISO FINANCIERO: Subordinated Certificate Gets Moody's Ca
----------------------------------------------------------------
Moody's Latin America has assigned a rating of Aaa.ar (Argentine
National Scale) and Ba3 (Global Scale, Local Currency) to the
Debt Securities of Fideicomiso Financiero Tarjeta Privada X,
issued by Banco de Valores S.A. (acting solely in its capacity
as Trustee).  Moody's also assigned a rating of Ca.ar (Argentine
National Scale) and Ca (Global Scale, Local Currency) to the
subordinated Certificates.

The securities are backed by a pool of credit card receivables
originated by Banco Privado de Inversiones S.A. located in
Argentina. Interest and principal on the VDF are payable from
the cash flow of the credit card receivables.

The ratings assigned are based on these factors:

   -- The credit quality of the securitized pool;

   -- The credit enhancement provided through the 20% initial
      subordination level;

   -- The ability of Banco Macro Bansud to act as backup
      servicer in the transaction;

   -- The availability of several reserve funds; and,

   -- The legal structure of the transaction.

                            Structure

Banco de Valores S.A. (Issuer and Trustee) issued one class of
peso-denominated, floating-rate bonds (VDF) and a residual
certificate, all of them backed by a pool of credit card
receivables originated by Banco Privado de Inversiones SA.  The
VDF original balance is equal to 80% of the original issuance
amount. The transaction has an expected maturity of 11 months.

At closing, the VDF were backed by credit card outstanding
balances generated by eligible accounts.  The ownership of those
accounts remains with the originator but the receivables are
assigned to the trust.  The transaction has five reserve funds:
an expense fund, a liquidity reserve fund, a backup servicer
replacement fund, and sinking funds for interest and principal.

During the first four months after closing, only interest is
paid monthly to VDF investors.  The VDF will bear a floating
interest rate (Badlar + 375 bps) with a minimum rate of 13% and
a maximum rate of 21%.  If an early amortization event occurs,
the revolving period will terminate automatically.

Beginning in the fifth month after closing, scheduled interest
and principal will be paid in that order, on each payment date.  
Principal is scheduled to be paid in seven monthly installments.
If the scheduled principal is not paid on time, it will not
constitute an event of default under the terms of the
transaction documents, given that the promise to investors is to
receive ultimate principal before the legal final maturity date.

During the revolving period, collections will not be transferred
to the trust account but there will be an offset between the
collections to be submitted and the new receivables assigned to
the trust.  This procedure was established to minimize trust
expenses.

                      Seller And Servicer

Banco Privado de Inversiones SA is the seller of the receivables
and the primary servicer of the transaction.  The bank was
founded in 1993 to provide financial services to the middle-high
and high income segment of the market.  In 1996, the bank began
issuing MasterCard and Visa credit cards to its customers.

Banco Macro Bansud S.A. is the designated backup servicer.  If a
servicer replacement trigger is hit, the trustee is obligated to
immediately notify Banco Macro and Visa and MasterCard.  The
trustee, who receives pool and borrower data from the servicer
on a monthly basis, will transfer this information to the backup
servicer.  In addition, Visa and MasterCard will also have
duplicate data which they can transfer to Banco Macro, if
necessary.  Given that the bank is a member of the Visa and
MasterCard system, the transfer of data should be
straightforward.

Banco Macro will be entitled to receive this information as the
new owner of the accounts according to the conditional
assignment contract which will become effective upon the
occurrence of a servicer replacement event.  Thus, even if Banco
Privado de Inversiones SA's membership in the Visa and
MasterCard networks is terminated, credit card customers will
not have their credit lines suspended.

The servicer will transfer collections to the trust account on a
weekly basis.  As a result, there is one week of commingling
risk at the originator/servicer level which may affect the deal
should the originator/servicer enter into a reorganization
procedure.  This risk is mitigated by the ability of Banco
Macro, once it is appointed as backup servicer, to service the
receivables, and by the servicer replacement reserve account
that will be funded at closing with 0.5 times the next interest
payment.

                       Credit Enhancement

Moody's considered the credit enhancement provided in this
transaction through an initial subordination level of 20%, as
well as the historical performance of Banco Privado's pools.  In
addition, Moody's considered factors common to all credit card
securitizations such as payment rates, charge offs,
delinquencies and dilution; as well as specific factors related
to the Argentine market, such as the probability of a decrease
of the monthly payment rate and changes in the macroeconomic
scenario.  The factors mentioned above are simulated in stress
situations, based on the variability that they have shown in the
past and on stress scenarios consistent with the rating levels
assigned.

Rating Action:

Originator: Banco Privado de Inversiones S.A.

   -- ARS28 Million in Floating Rate Securities of "Fideicomiso
      Financiero Tarjeta Privada X", VDF rated Aaa.ar (National
      Scale Rating) and Ba3 (Global Scale, Local Currency).

   -- ARS7 Million in Certificates of "Fideicomiso Financiero
      Tarjeta Privada X", CP rated Ca.ar (National Scale Rating)
      and Ca (Global Scale, Local Currency).


GOFFRE CARBONE: Files for Reorganization in Buenos Aires Court
--------------------------------------------------------------
Goffre Carbone y Cia. SACI has requested for reorganization
approval after failing to pay its liabilities.

The reorganization petition, once approved by the court, will
allow Goffre Carbone 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. 15 in Buenos Aires.  Clerk No. 29 assists the court
in this case.

The debtor can be reached at:

                     Goffre Carbone y Cia. SACI
                     Uruguay 651
                     Buenos Aires, Argentina


MATI SA: Trustee to Verify Proofs of Claim Until June 3
-------------------------------------------------------
Hugo Cesar Gonzalez, the court-appointed trustee for Mati S.A.'s
reorganization proceeding, will be verifying creditors' proofs
of claim until June 3, 2008.

Mr. Gonzalez will present the validated claims in court as   
individual reports.  The National Commercial Court of First
Instance in San Francisco, Cordoba, 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 Mati 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 Mati's accounting  
and banking records will be submitted in court.

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

The debtor can be reached at:

        Mati S.A.
        Pueyrredon 1141, San Francisco
        Cordoba, Argentina

The trustee can be reached at:

        Hugo Cesar Gonzalez
        Iturraspe 2227, San Francisco
        Cordoba, Argentina


MEIGA SA: Proofs of Claim Verification Deadline is July 2
---------------------------------------------------------
Miguel Rudnitzky, the court-appointed trustee for Meiga SA's
bankruptcy proceeding, will be verifying creditors'
proofs of claim until July 2, 2008.

Mr. Rudnitzky will present the validated claims in court as  
individual reports.  The National Commercial Court of First
Instance No. 21 in Buenos Aires, with the assistance of Clerk
No. 41, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by Meiga 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 Meiga's accounting
and banking records will be submitted in court.

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

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

The debtor can be reached at:

           Meiga SA
           Terrero 1957
           Buenos Aires, Argentina

The trustee can be reached at:

           Miguel Rudnitzky
           Parana 426
           Buenos Aires, Argentina


THE LOOK: Proofs of Claim Verification Deadline is June 5
---------------------------------------------------------
Alberto Jose Buceta, the court-appointed trustee for The Look
S.A.'s bankruptcy proceeding, will be verifying creditors'
proofs of claim until June 5, 2008.

Mr. Buceta will present the validated claims in court as  
individual reports.  The National Commercial Court of First
Instance No. 3 in Buenos Aires, with the assistance of Clerk
No. 6, 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 The Look 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 The Look's accounting
and banking records will be submitted in court.

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

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

The debtor can be reached at:

           The Look SA
           Joaquin V. Gonzalez 1045.
           Buenos Aires, Argentina

The trustee can be reached at:

           Alberto Jose Buceta
           Avenida Rivadavia 1342
           Buenos Aires, Argentina


TYSON FOODS: Leases Production in Tyson Plant, Cuts 110 Jobs
------------------------------------------------------------
Tyson Foods Inc. has consolidated some of its prepared foods
business as part of its ongoing effort to improve production
efficiency.

Production will be discontinued at the Tyson plant in York,
Nebraska, and subsequently shifted to one of the company's other
meat processing operations.  The York closing will result in the
elimination of 110 jobs.

Affected Team Members will continue to receive pay and benefits
through June 17 and production at the plant will end on or
before June 17.  The workers will be given the opportunity to
transfer to other Tyson locations and, in some cases, will be
offered cash incentives.

"Given the dynamics of the meat business, we must continually
pursue ways to operate more efficiently," said Roy Slaughter,
vice president of Poultry and Prepared Foods Operations for
Tyson. "After careful consideration, we have decided it will be
more efficient for another, larger operation to absorb the work
done at York."

The York plant produces uncooked meats such as flat iron steak
and the Shaved Steak(r) brand, as well as other sliced beef and
pork items for various retail and foodservice customers.  Tyson
plans to move some of the equipment from York to the company's
recently restructured meat processing operation in Emporia,
Kansas, which employs more than 700 people.  company officials
currently believe the existing workforce at Emporia is capable
of handling York's production with very little additional
staffing.

"We want to thank our York Team Members for their hard work over
the years and also thank the York community for its support of
our operation," Mr. Slaughter said.

The York facility was originally built as a pork slaughter plant
in 1952.  It has since been remodeled and operated by numerous
companies over the years including IBP, inc., which was
purchased by Tyson Foods in 2001.

Based in Springdale, Arkansas, Tyson Foods, Inc. (NYSE:TSN) --
http://www.tysonfoods.com/-- is a processor and marketer of
chicken, beef, and pork.

The company makes a wide variety of protein-based and prepared
food products at its 123 processing plants.  Tyson has
approximately 114,000 Team Members employed at more than 300
facilities and offices in 26 states and 80 countries.

Tyson's U.S. beef plants are located in Amarillo, Texas; Dakota
City, Nebraska; Denison, Iowa; Finney County, Kansas; Joslin,
Illinois, Lexington, Nebraska and Pasco, Washington.  The
company also has a beef complex in Canada, and is involved in a
vertically integrated beef operation in Argentina.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 8, 2008, Moody's Investors Service confirmed Tyson Foods,
Inc.'s corporate family rating and probability of default rating
at Ba1.  Moody's said the rating outlook remains negative.



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

CONTINENTAL AIRLINES: Posts US$80 Mil. Net Loss in 1st Qtr. 2008
----------------------------------------------------------------
Continental Airlines Inc. reported a first quarter 2008 net loss
of US$80 million.  Excluding a US$5 million after tax gain from
the sale of aircraft, Continental recorded a net loss of
US$85 million.

Fuel costs increased 53.2% (US$364 million) in the first quarter
compared to the first quarter of last year, with crude oil
prices peaking at US$110.33 per barrel and Gulf Coast jet fuel
peaking at US$139.67 per barrel during the quarter.  Further,
during the quarter, the company incurred additional fuel costs
of US$69 million year-over-year that were included as part of
its regional capacity purchase cost.  As a result, the total
year-over-year impact of higher fuel costs on the company for
the first quarter was US$433 million.

Continental plans to remove from service an additional 14 older,
less fuel efficient 737-300 aircraft as leases expire on those
aircraft from September 2008 to April 2009.  These 14 737-300s
are in addition to the 34 737-300s and 500s that were already
planned to be removed from service in 2008 and 2009.

Continental also expects to reduce regional jet capacity
beginning in the fall 2008; however, its plans are fluid as it
is attempting to negotiate better economics with ExpressJet, and
as the CRJs flown for Continental by Chautauqua come off lease.

"Thanks to the continued hard work and dedication of my co-
workers, we ran a solid operation despite extremely challenging
times," Larry Kellner, Continental's chairman and chief
executive officer, said.  "In this rapidly changing competitive
environment, we will stay focused on running a clean, safe and
reliable airline with the best customer service in the
industry."

                First Quarter Revenue and Capacity

Total revenue for the quarter of US$3.6 billion increased 12.3%
(US$391 million) over the same period in 2007 as a result of
increased fuel surcharges on passenger tickets and cargo,
international growth and modest fare increases.  Passenger
revenue grew 11.3% (US$328 million) compared to the first
quarter of last year, an increase in all geographic regions.

As a result of record high fuel prices, a weakening economy and
a weak dollar, Continental plans to reduce domestic mainline
capacity 5.0% on an annual run-rate basis beginning this fall.
Continental expects that its 2008 mainline capacity, including
international growth, will increase about 2.0%, and that its
2009 mainline capacity, including international growth, will be
approximately flat compared to 2008.

Consolidated revenue passenger miles for the quarter increased
3.9% year-over-year on a capacity increase of 4.1%, resulting in
a first quarter consolidated load factor of 78.5%, 0.2 points
below the previous first quarter record set in 2007.  
Consolidated yield for the quarter increased 7.2% year-over-
year.  Consolidated revenue per available seat mile for the
quarter increased 7.0% year-over-year due to increased yields.

Mainline RPMs in the first quarter of 2008 increased 4.4% over
the first quarter 2007, on a capacity increase of 4.8%.  
Mainline load factor was 78.8 percent, down 0.3 points year-
over-year.  Continental's mainline yield increased 7.2% over the
same period in 2007.  As a result, first quarter 2008 mainline
RASM was up 6.7% over the first quarter of 2007.

             First Quarter Operational Accomplishments

Continental employees earned US$6 million in cash incentives for
twice finishing in the top three of the network carriers for
monthly on-time performance during the quarter.  The carrier
recorded a U.S. Department of Transportation on-time arrival
rate of 71.0% and a systemwide mainline segment completion
factor of 98.9% for the quarter.

"Despite the incredibly difficult industry environment, our co-
workers continued to deliver exceptional service, as our revenue
results show," Jeff Smisek, president of Continental, said.  
"However, in this fuel environment, we must reduce our domestic
capacity to help reduce our losses in the domestic system."

                    About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/     
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more
than 2,900 daily departures throughout the Americas, including
Belize, Mexico, Europe and Asia, serving 144 domestic and 139
international destinations.  More than 500 additional points are
served via SkyTeam alliance airlines.  With more than 45,000
employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with Continental Express,
carries approximately 69 million passengers per year.

                          *     *     *

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



=============
B E R M U D A
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ENERGY XXI: S&P Revs Outlook to Stable; Holds CCC+ Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on
oil and gas exploration and production company Energy XXI
(Bermuda) Ltd. to positive from stable and affirmed its 'CCC+'
corporate credit rating on the company.
      
"The outlook revision reflects the progress Energy XXI has made
integrating properties acquired from Pogo Producing Co. in
June 2007, which has helped improve operating results," said
S&P's credit analyst Paul Harvey.
     
The positive outlook also acknowledges the benefits to earnings
and cash flow over the near term that come from the currently
strong hydrocarbon price environment.  During first half of
fiscal 2008, Energy XXI's production averaged about 26,000
barrels per day, which is a 61% increase over average production
for fiscal year ended June 30, 2007.  The company should also
continue to have solid reserve replacement while repaying debt.

Headquartered in Hamilton, Bermuda, Energy XXI (Bermuda) Limited
(LSE:EGY) -- http://www.energyxxi.com/-- is an independent oil  
and natural gas exploration and production company founded in
2005, whose growth strategy emphasizes acquisitions, enhanced by
its value-added organic drilling program.  The company's
properties are primarily located offshore in the Gulf of Mexico
and onshore in the Louisiana Gulf Coast.


IPC HOLDINGS: Issues First Quarter 2008 Earnings Webcast Alert
--------------------------------------------------------------
IPC Holdings, Ltd. released these Webcast Alert:

   What:  IPC Holdings, Ltd.: First Quarter 2008 Conference Call

   When:  April 25, 2008 at 08:30 AM Eastern

   Where: http://www.videonewswire.com/event.asp?id=46856

   How:   Simply log on to the company's web site.
          Teleconference Number: 800-862-9098
          Telephone Number: 785-424-1051.  
          Conference ID: IPC.

          Contact:  Valerie T. Masters,
                    email: Valerie.Masters@ipcre.bm,
                    Tel. Number: (441) 298-5111

Headquartered in Bermuda, IPC Holdings, Ltd. through its wholly
owned subsidiary IPCRe Limited (Bermuda), provides property
catastrophe reinsurance and, to a limited extent, aviation,
property-per-risk excess and other short-tail reinsurance on a
worldwide basis, with a subsidiary in Dublin, Ireland.

                          *    *    *

IPC Holdings, Ltd. carried A.M. Best Co.'s BB+ rating on the
company's US$236,250,000 convertible preferred stock assigned on
Nov. 1, 2005.  The preferred stock will mature on Nov. 15, 2008.



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

BANCO BRADESCO: Unit to Provide BRL1.20B Coverage for New Plant
----------------------------------------------------------------
Banco Bradesco SA's Bradesco Auto/RE will provide
BRL1.20 billion in comprehensive coverage for a new 7.6 million
ton per year pellet plant.

According to Banco Bradesco, pellet producer Samarco Mineracao
SA launched the plant on April 18, 2008.

                    About Samarco Mineracao

Headquartered in Minas Gerais, Brazil, Samarco Mineracao S.A. is
a company that works in the exportation of iron ore and pellet
market, selling 100% of its products to over 15 countries in
Europe, Asia, Africa, Middle East and the Americas.  Samarco's
shareholding is equally divided between Companhia Vale do Rio
Doce and BHP Billiton.

                     About Banco Bradesco

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

                             *     *     *

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


BANCO ITAU: Discloses Agenda for Extraordinary General Meeting
--------------------------------------------------------------
Banco Itau Holding Financeira S.A. is making additional
information available on the Investor Relations Web site to
supplement the Convening Notice to an Ordinary and Extraordinary
General Meeting on April 23, which includes:

   -- Matters up for deliberation,

   -- Explanation of materials,

   -- Proposal of the Board of Directors

   -- Power of attorney template

   -- CV's of members of the Board of Directors and the Board of
      Oversight

   -- Comparative presentation of alterations in the By-laws,
      and

   -- Comparative presentation of alterations in the Plan for
      Granting Stock Options

This information will allow the bank's shareholders to adopt a
position ahead of time regarding the issues to be taken up at
the General Meeting, which will qualitatively enrich the debate
on the matters up for deliberation.

This material is intended, therefore, to expand the dialogue
with thousands of shareholders, extending the practices of
Corporate Governance adopted by Itau Holding.

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

                         *     *     *

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


CAMARGO CORREA: Will Build Pipeline for Minas-Rio Iron Complex
--------------------------------------------------------------
Camargo Correa SA has won the tender to construct a 525-
kilometer slurry pipeline for the Minas-Rio iron complex under
construction in Brazil.

Business News Americas relates that MMX is the majority owner of
the project.

According to BNamericas, the pipeline will connect the Minas-Rio
complex mines at Alvorada de Minas in Minas Gerais to the port
of Acu on the Rio de Janeiro coastline.  Output will be exported
from the coastline.

The report says that the project will be completed in the first
quarter of 2010.  Once it is completed, MMX will have the
capacity to transport some 26.6 million tons per year of pellet
feed, including 7.6 million tons of iron pellets.

Camargo Correa SA is one of the largest private industrial
conglomerates in Brazil.  The company is a holding company with
interests in cement, engineering and construction, textiles,
footwear and sportswear manufacturing.  It also owns non-
controlling equity interests in the energy, transportation
(highway concessions) and steel businesses.  During the last 12
months through June 2007, Camargo Correa had net sales of
BRL9.2 billion and EBITDA of BRL1.4 billion.

As reported in the Troubled Company Reported-Latin America on
Nov. 27, 2007, Fitch Ratings affirmed the foreign currency and
local currency Issuer Default Ratings of Camargo Correa S.A. at
'BB'.  Fitch also affirmed the 'BB' rating on the US$250 million
senior unsecured bonds due 2016 issued by CCSA Finance Limited
(a special-purpose vehicle wholly-owned by Camargo and
incorporated in the Cayman Islands), which is unconditionally
guaranteed by Camargo Correa.  In addition, Fitch has also
upgraded Camargo's national debt rating to 'AA-(bra)' from
'A+(bra)'.  Fitch said the rating outlook is stable.


COMPANHIA ENERGETICA: Signs US$6.32 Billion Deal with Votorantim
----------------------------------------------------------------
Business News Americas relates that Companhia Energetica de
Minas Gerais has entered into a 20-year contract with industrial
conglomerate Grupo Votorantim for US$6.32 billion or
BRL10.5 billion.

According to Cemig, it will supply power to Votorantim's
industrial plants in the southeast and midwest regions.

Under the contract, Votorantim's present and future supply
needs, which is based in Minas Gerais state, will be guaranteed,
said Cemig.

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

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

                          *     *     *

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


DELPHI: Plastech Wants to Return Tooling to Delphi Automotive
-------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the Eastern
District of Michigan to return certain tooling equipment to
Delphi Automotive Systems LLC.

Specifically, the Debtors seek authority to:

   (a) surrender certain tooling owned by Delphi Automotive
       Systems, LLC, that is in the Debtors' possession;

   (b) sell to Delphi certain de minimis finished goods
       inventory made with the Delphi tooling for US$4,671, free
       and clear of liens; and

   (c) lift the automatic stay to effectuate the release of
       tooling and the sale of the de minimis inventory to
       Delphi.

According to Deborah L. Fish, Esq., at Allard & Fish, P.C., in
Detroit, Michigan, the Debtors currently are in possession of
certain tooling which is fully paid for and is owned by Delphi
at a plant in Croswell, Michigan that was used to make service
parts for Delphi's Powertrain Division that are no longer in
production.

Ms. Fish informs that the Inventory represents idle assets that
are of little or no use or value to the Debtors' estates or
restructuring efforts, as the Inventory consists of service
parts that are no longer in production.  The Debtors have
determined in their sound business judgment that the sale of the
Inventory to Delphi is the most efficient way to convert idle
assets of de minimis value into cash, Ms. Fish relates.

Pursuant to Section 363(b)(1) of the Bankruptcy Code, "[t]he
trustee, after notice and a hearing, may use, sell or lease,
other than in the ordinary course of business, property of the
estate."  However, Ms. Fish states that the Debtors acknowledge
the Court's discretion in granting their request, giving due
consideration to the Debtors' exercise of sound business
judgment.

Furthermore, Ms. Fish notes Section 363(f) permits a debtor to
sell property free and clear of another party's interest in the
property if:

   (a) applicable non-bankruptcy law permits such a free and
       clear sale;

   (b) the holder of the interest consents;

   (c) the interest in a lien and the sales price of the
       property exceeds the value of all Liens on the property;

   (d) the interest is in bona fide dispute; or

   (e) the holder of the interest could be compelled in a legal
       or equitable proceeding to accept a monetary satisfaction
       of its interest.

The Debtors believe that the sale of the inventory to Delphi is
commercially reasonable in light of the assets being sold and as
a result, the value of the proceeds from the sale fairly
reflects the value of the Inventory sold, Ms. Fish maintains.  
The Debtors propose that any party with a lien on the Inventory
be given a corresponding security interest in the proceeds of
the sale.  In light of these, the requirements of Section 363(f)
of the Bankruptcy Code would be satisfied for any proposed sales
free and clear of liens, Ms. Fish says.

Moreover, because the Debtors have no further need for the
Delphi Tooling, the Debtors believe that the automatic stay
should be lifted pursuant to Section 362(d) of the Bankruptcy
Code to allow Delphi to take possession of the Delphi Tooling
and to deem the applicable purchase orders between Delphi and
the Debtors terminated upon the return of the Delphi Tooling and
payment for the Inventory, Ms. Fish asserts.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling US$729,000,000 and total liabilities
of US$695,000,000.  (Plastech Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        About Delphi Corp.

Based 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.

                           *     *     *

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.


FIAT SPA: In Talks with Chrysler Over Alfa Romeo Production
-----------------------------------------------------------
Chrysler LLC has initiated talks with Fiat SpA over a possible
cooperation agreement under which Chrysler will produce the
Italian auto manufacturer's Alfa Romeo cars in its U.S.
factories, Reuters reports, citing German newspaper
Handelsblatt.

The talks, Reuters says, is now in the advanced stage.

A Chrysler spokeswoman, however, dismissed the report as
speculation, saying "there could be other partnerships with
other carmakers," Reuters relates.

Chrysler earlier announced a production alliance with Japanese
automaker Nissan, the paper reveals.

A TCR-Europe reported on March 27, 2008 disclosed Fiat entered
into discussions with Detroit's auto manufacturers on
sharing production of Alfa Romeos in the U.S.

Fiat's chief executive officer Sergio Marchionne said that
production of Alfa cars will start by 2011 or 2012.  Meanwhile,
Alfa, which will start distributing and selling cars in the U.S.
cars next year, will have to absorb losses until production
starts with a partner.

Fiat had to manufacture in the U.S. because of the weakness of
the dollar against the euro.

Fiat is also preparing to transfer its Iveco division to the
U.S. along with the relaunched Fiat 500 compact car.

                          About Fiat

Turin, Italy-based Fiat SpA -- http://www.fiatgroup.com/--   
(BIT:F) is principally engaged in the design, manufacture and
sale of automobiles, trucks, wheel loaders, excavators,
telehandlers, tractors and combine harvesters.  Through its
subsidiaries, Fiat operates mainly in five business areas:
Automobiles, including sectors led by Maserati SpA, Ferrari SpA
and Fiat Group Automobiles SpA, which design, produce and sell
cars under the Fiat, Alfa Romeo, Lancia, Fiat Professional,
Abarth, Ferrari and Maserati brands; Agricultural and
Construction Equipment, which is led by Case New Holland Global
NV; Trucks and Commercial Vehicles, which is led by Iveco SpA;
Components and Production Systems, which includes the sectors
led by Magneti Marelli Holding SpA, Teksid SpA, Comau SpA and
Fiat Powertrain Technologies SpA, and Other Businesses, which
includes the sectors led by Fiat Services SpA, a publishing
house Editrice La Stampa SpA and an advertising agency
Publikompass SpA.

Outside Europe, the company has subsidiaries in the United
States, Japan, India, China, Mexico, Brazil and Argentina, among
others.

                        *     *     *

As of March 13, 2008, Fiat S.p.A. and its subsidiaries carries
Ba3 Corporate Family and Senior Unsecured ratings from Moody's
Investors Service, which said the outlook is positive.

The company carries Standard & Poor's Ratings Services' BB long-
term corporate credit rating.  The company also carries B short-
term rating.  S&P said the outlook is stable.


GENERAL MOTORS: Plastech Complains About Tooling Repossession
-------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan
to deny the request of General Motors Corporation to lift the
automatic stay to allow it to repossess tooling from the
Debtors.

General Motors seeks "contingent" relief from the automatic stay
to allow it to repossess the Tooling only in the event that the
Debtors reject a relevant purchase order, the Debtors close a
relevant plant, the Debtors' financing expires, or the Debtors
are unable to supply parts.

Matthew P. Ward, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, states that General Motors'
request is procedurally improper, as the relief must be sought
only through an adversary proceeding, pursuant to Rule 7001 of
the Federal Rules of Bankruptcy Procedure.

Bankruptcy Rule 7001 provides that, "a proceeding to recover
. . . property" and "a proceeding to determine the validity,
priority, or extent of a lien or other interest in property" are
adversary proceedings."

Mr. Ward contends General Motors' request is improper because it
seeks only prospective and "contingent" relief from the
automatic stay based upon speculative future events.  As these
"speculative" events have not occurred, the motion is merely an
advisory opinion rather than an actual case or controversy, and
therefore the Court lacks jurisdiction because there does not
presently exist any actual dispute that is ripe for
adjudication, Mr. Ward relates.

In addition, Mr. Ward says the standards applicable for
modifying the automatic stay under Section 362(d)(1) of the
Bankruptcy Code are not satisfied.  He cites that General Motors
has not afforded the Debtors with the breathing spell to which
they are entitled.  To the contrary, General Motors filed the
Stay Relief Motion within six weeks of the Petition Date, a
period when the Debtors' initial exclusivity period has not yet
expired, and the Debtors have been engaged in negotiating
restructuring proposals with their major creditor
constituencies, Mr. Ward maintains.

Mr. Ward tells the Court that General Motors has created issues
for vendors, moldbuilders, and other major customers by sending
a negative signal, such as the relief sought by Roush
Manufacturing, Inc., to lift the automatic stay in order to
exercise state law rights with respect to certain Tooling.

Mr. Ward avers that relief from the automatic stay would be
particularly inappropriate because General Motors is merely an
unsecured creditor.  He emphasizes ceding to GM's request would
be detrimental to other unsecured creditors, and other creditors
in general, and would put the collateral of the Debtors' secured
lenders in jeopardy, particularly those claims senior in
priority to General Motors, whose recovery depends on the
Debtors' continuing operations.  Mr. Ward maintains that lifting
the stay would affect the Debtors' production of GM's parts and
would, in turn, cause immediate shutdowns at GM's plants.  To
the Debtors' knowledge, Mr. Ward says there is no orderly
transition plan in place, and any transition plan would take
weeks, if not months, to implement procedures and protocols to
identify any Tooling and to safely remove it without causing
disruption to the Debtors' operations and its other customers'
production lines.

The Official Committee of Unsecured Creditors concurs with the
Debtors' contentions.  "The relief requested in the Motion is of
a contingent nature and based upon speculation as to future
events.  The Motion essentially seeks an advisory opinion on a
controversy that is not ripe for adjudication."

                   Goldman Sachs Joins Objection

Goldman Sachs Credit Partners L.P., the administrative and
collateral agent for the Debtors' Prepetition First Lien Term
Lenders, joins in the Debtors' objection to GM's request.

According to Richard A. Levy, Esq., at Latham Watkins LLP, in
Chicago, Illinois, Goldman Sachs asks the Court, in the event
the Court grants GM's request, to make clear that nothing in the
Court's order terminates or otherwise impairs any liens, claims
or other interests the Prepetition First Lien Term Agent and the
Prepetition First Lien Lenders may have in the Tooling under
applicable law.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling US$729,000,000 and total liabilities
of US$695,000,000.  (Plastech Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                            About GM

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

                          *     *     *


As reported in the Troubled Company Reporter-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.


GLOBAL CROSSING: Unit's Revenue Increases 9% in Fourth Quarter
--------------------------------------------------------------
Global Crossing Ltd.'s Chief Financial Officer Jean Mandeville
said in a conference call that the revenue of the firm's GC
Impsat rose 9% to US$95 million in the fourth quarter 2007, from
US$87 million in the third quarter 2007.

According to BNamericas, Mr. Mandeville said that GC Impsat was
created after Global Crossing acquired regional corporate
services provider Impsat, a process that was completed on May 9,
2007.  

Mr. Mandeville told BNamericas that GC Impsat generated
US$229 million revenues from May to Dec. 31, 2007.

The integration of the networks of Global Crossing and Impsat
would be complete by the middle of this year and with the merger
some US$10 million in savings "had already been made from
operational synergies," BNamericas says, citing GC Impsat's
Managing Director Héctor Alonso.

BNamericas relates that Mr. Alonso said that the data center and
managed services softwares continued to lead growth in the
region, increasing at 10% per year.  

The report says that from the time Impsat was acquired until the
end of 2007, about 66% of data center revenue was from value
added softwares like hosting and managed services.

Mr. Alonso commented to BNamericas, "An excellent example is the
network management operation launched in Brazil and Colombia in
November last year.  In 45 days we were able to sign six new
customers.  Our newly combined company has resulted in improved
capabilities and greater network reach and a company more
aligned with customers' needs than ever before.  These
advantages have provided us with better positioning within the
industry and we are increasingly able to provide a one-stop shop
that enterprise customers are demanding."

Customer revenues "were well diversified with no single customer
accounting for more than 10% of revenues," with Brazil, Colombia
and Argentina as the highest revenue-generating nations,
respectively contributing 29%, 19%, and 18% of the total,
followed by Venezuela with US$23 million -- accounting 10% of
total revenue, BNamericas says, citing Mr.  Mandeville.

Mr. Mandeville told BNamericas that Global Crossing's Venezuelan
network communications business was incorporated into GC Impsat
to "streamline operations" and GC Impsat will consider doing the
same for Global Crossing's networks in Chile, Brazil, and
Argentina.

                       About GC Impsat

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

                  About Global Crossing Ltd.

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

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

                         *     *     *

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

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


NET SERVICOS: Earns US$19.4 Million in 2008 First Quarter
---------------------------------------------------------
Net Servicos de Comunicacao SA reports BRL32.3 million or
US$19.4 million of net income for the first quarter of 2007, up
9% compared to BRL29.6 million for the same quarter of 2006,
Business News Americas reports.

For the first quarter of 2007, the company's net revenues
boosted 26.7% year-on-year to BRL830 million from
BRL655 million, the report adds.

According to the report, the company's operational costs moved
32.6% at BRL395 million in the 2008 first quarter, compared to
BRL298 million for the 2007 first quarter.  The increase
resulted from higher workforce expenses, up 73% year-on-year, as
well as efforts to sustain quality targets for customer care and
maintenance services.

Headquartered in Sao Paulo, Brazil, Net Servicos de Comunicacao
SA -- http://nettv.globo.com/NETServ/us/empr/sobr_visao.jsp--    
is the largest pay-television operator in Latin America.  The
company operates in 79 Brazilian cities, including Sao Paulo,
Rio de Janeiro, Belo Horizonte and Porto Alegre.  It is also the
leading provider of high-speed cable modem Internet access
through Net Virtua service.  Its advanced network of coaxial and
fiber-optic cable covers over 44,000 kilometers and passes
approximately 9 million homes.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 21, 2008, Moody's Investors Service assigned a Ba2 foreign
currency rating to the proposed up to US$200 million guaranteed
long term senior unsecured notes to be issued by Net Servicos de
Comunicacao S.A.  The rating outlook is stable.


UAL CORPORATION: Remains Open to Industry Consolidation
-------------------------------------------------------
Julie Johnsson of the Chicago Tribune reports that the merger
between Delta Air Lines Inc. and Northwest Airlines would allow
Continental Airlines and United Airlines to pursue a merger of
their own.

Two people briefed on the matter said that Continental Airlines
and United Airlines have already laid most of the groundwork for
a merger, and are prepared to move quickly to wrap up a deal if
ever the Delta-Northwest merger pushes through, says Reuters.

A person familiar with the talks also revealed that merging the
labor unions of United and Continental is not likely to present
a problem since extensive discussions have already been held
between the two sides, Ms. Johnsson reports.

Chris Walsh of the Rocky Mountain News notes that experts say a
merger with Continental is the best option for United, as the
two have complementary strengths, particularly when it comes to
their route networks.

According to The Australian, industry observers say both United
Airlines and American Airlines could do a merger that would make
them even larger than the proposed Delta-Northwest combination.  
The Australian's Melanie Trottman and Ann Keeton relate that
United has reportedly been in talks with Continental, and
American
could make a counterbid for Northwest, or try to interest
Continental in a deal.

According to various reports, Gerard Arpey, CEO of American
Airlines, has said his company "may or may not participate in
consolidation" and that the company "will remain competitive
irrespective of any consolidation that occurs."

            United's Statement on Consolidation

"The industry has changed dramatically -- both globally and
domestically -- and the old paradigms no longer apply; the
current fuel and economic environment are only accelerating the
need for a different approach," UAL Corporation Chairman,
President and Chief Executive Glenn Tilton said in a statement.

"Consolidation is but one of the changes necessary to achieve
sustained profitability, and we have been fully supportive.  As
the industry evolves, we will take the actions we need to
strengthen our global competitiveness, and we will participate
in consolidation when and if it is the right choice and provides
the right benefits for employees, customers and shareholders,"
Mr. Tilton added.

         UAL Union's Statement on Possible Consolidation

"United CEO Glenn Tilton's dream of finding a dance partner for
our airline appears, by most accounts, closer to becoming a
reality," said a statement issued by the Union Coalition at
United Airlines.

"Mr. Tilton and his executives need a reminder concerning any
merger or consolidation scenario that involves our airline.
Unlike bankruptcy, when Tilton and his minions exploited U.S.
Bankruptcy laws to squeeze every penny it could from its
employees, a merger would require United executives to address
employee concerns if it is to succeed.

"Mr. Tilton can no longer hide behind the robes of a bankruptcy
judge to get what he wants from labor.  Those days ended once
United exited bankruptcy.  Management now faces a group
empowered
by unity and a common determination of regaining what was taken
from us under the guise of duress.  CEO Glenn Tilton and his
executives have helped themselves to millions of dollars of
stock
options, bonuses, pay raises and dividends without any regard to
their employees or passengers.  Management's self-serving
approach to running this airline must end.

"We are firmly entrenched at the consolidation table.  The road
to any consolidation involving United Airlines must pass through
labor.  And traveling that road requires a hefty toll.

"United Airlines exists today only due to the sacrifices and
sweat equity the employees have invested, not from any heroic
efforts of Glenn Tilton and his executives.

"Today, their honeymoon is over.  It is now our turn to have a
say in the future and direction of our airline.  If the current
management at United expects our cooperation in any
consolidation
or merger action, they must address our needs.  The Union
Coalition at United Airlines, representing unionized employees,
has had enough of Mr. Tilton and his executives lining their
pockets at the expense of their employees and of management's
lack of permanent interest in the company they pretend to serve.

"Together, we will reclaim our careers and our collective
future.  The road toward a successful merger or consolidation
involving United Airlines goes through its unions.  Unless our
concerns are met; unless we are extended the respect we've
earned and are provided the future we so richly deserve, Mr.  
Tilton's merger dreams will remain just that."

The Union Coalition at United represents more than 48,900 United
employees.

                          About UAL Corp.

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
Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No.
155 Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/     
or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
Fitch Ratings has affirmed the debt ratings of UAL Corp. and its
principal operating subsidiary United Airlines Inc.  UAL Corp.'s
Issuer Default Rating was affirmed at 'B-' while United Airlines
Inc.'s IDR was confirmed at 'B-'; and 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.


UAL CORP: Kirkland & Ellis Has Custody of Restricted Files
----------------------------------------------------------
Under Rule 5005-4-D of the Local Rules of the United States
Bankruptcy Court for the Northern District of Illinois, the
Clerk of the Court must maintain sealed documents as restricted
documents for a period of 63 days following the closure of the
case in which the documents were filed.

At the end of the 63-day period, and so long as no appeal with
respect to the case is pending, the Bankruptcy Clerk is to place
the restricted documents in the public file, "[e]xcept where the
court orders otherwise in response to a request of a party,"
Erik W. Chalut, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, notes.

The Reorganized Debtors relate that on Jan. 28, 2008, they
received notice from the Bankruptcy Clerk that it would release
a document -- Referenced Filing -- that was filed under seal in
the adversary proceeding UAL Corporation v. State Street Bank &
Trust Company et al., Case No. 03A61, to the public file unless
an order from the Court directs otherwise.

The Referenced Filing is not the only document filed in the
Reorganized Debtors' Chapter 11 cases and the related adversary
proceedings that is currently in the Court's restricted files,
Mr. Chalut says.  During the course of the Chapter 11
proceedings, parties filed more than 870 confidential documents
under seal, the majority of which remain restricted as of
March 18, 2008.

The Restricted Documents contain highly confidential and
commercially sensitive information regarding the Reorganized
Debtors' business operations, Mr. Chalut tells the Court.  
Disclosure of these to the public would harm the Restricted
Debtors by giving its competitors and its customers access to
highly confidential commercial or other information, he asserts.

Due to the sensitive nature of the Restricted Documents, these
should not be released into the public record now or at a later
time after closure of the relevant Chapter 11 Proceedings, Mr.
Chalut maintains.

The Reorganized Debtors anticipate that they will receive
similar notices from the Bankruptcy Clerk regarding the
Restricted Documents in the future unless there is a Court order
directing the disposition of the Restricted Documents.

At the Reorganized Debtors' behest, Judge Eugene R. Wedoff
directs the release of the Restricted Documents to the custody
of Kirkland & Ellis on the Reorganized Debtors' behalf.  
Specifically:

     * With respect to the Restricted Documents filed in Chapter
       11 Proceedings that have satisfied the 5005-4-D
       Conditions, the Reorganized Debtors ask the Court to
       direct the Bankruptcy Clerk to release these documents to
       the possession of Kirkland & Ellis  as soon as
       practicable.

     * With respect to any Restricted Document filed in a
       Chapter 11 Proceeding that has not satisfied the 5005-4-D
       Conditions, the Reorganized Debtors ask the Court that
       these documents be released to the possession of Kirkland
       & Ellis as soon as practicable after the relevant Chapter
       11 Proceeding has satisfied the 5005-4-D Conditions.

                          About UAL Corp.

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
Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No.
155 Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  
215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
Fitch Ratings has affirmed the debt ratings of UAL Corp. and its
principal operating subsidiary United Airlines Inc.  UAL Corp.'s
Issuer Default Rating was affirmed at 'B-' while United Airlines
Inc.'s IDR was confirmed at 'B-'; and 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.


UAL CORPORATION: March 2008 Status Report on Plan Consummation
--------------------------------------------------------------
Erik W. Chalut, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, reports that:

   * as of March 14, 2008, United has authorized the issuance of
     approximately 112,300,000 shares which represents
     approximately 97.6% of the 115,000,000 shares of new UAL
     common stock available to United's employees and creditors;

   * as of Feb. 29, 2008, approximately 101,000 shares have
     been distributed in connection with the Director Equity
     Incentive Plan of a total 175,000 shares available and
     approximately 9,300,000 shares have been distributed in
     connection with the Management Equity Incentive Plan of a
     total 9,825,000 shares available; and

   * as of March 14, 2008, United will have distributed
     approximately 26,200,000 shares of New UAL Common Stock to
     its employees' 401(k) plans.  Additionally, after
monetizing
     2,100,000 shares to satisfy tax withholding obligations,
     employees and retirees will have received 4,200,000 net
     shares directly.

                        UMB Bank's Appeal

The Bankruptcy Court issued a ruling and a memorandum of
decision on the value of the secured claim of UMB Bank, NA on
Aug. 24, 2007.

UMB filed a notice of appeal to the District Court on Sept. 4,
2007, while Regional Airports Improvement Corp. filed its  
notice of appeal on September 5.  The Debtors cross-appealed on
the issue of the court's calculation of the discount rate, on
Sept. 14, 2007.

The District Court consolidated the appeals on Nov. 6, 2007, and
established a coordinated briefing schedule.  Briefing in
connection with the appeal and cross appeal was completed March
20, 2008.

Judge Harry D. Leinenweber has not yet set a date for hearing or
ruling.

                          About UAL Corp.

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
Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No.
155 Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  
215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 18, 2008, Fitch Ratings has affirmed the debt ratings of
UAL Corp. and its principal operating subsidiary United Airlines
Inc.  UAL Corp.'s Issuer Default Rating was affirmed at 'B-'
while United Airlines Inc.'s IDR was confirmed at 'B-'; and
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.


UNIAO DE BANCOS: Secures US$210 Million Syndicated Loan
-------------------------------------------------------
A Uniao de Bancos Brasileiros SA official told Business News
Americas that the bank has secured a US$210 million, five-year
syndicated loan.

BNamericas relates that Caja Madrid, HSBC, Intesa Sanpaolo, and
Mizuho Corporate Bank contributed US$25 million each.  Nordea,
JPMorgan Chase, Swedbank, and WGZ Bank each chipped in
US$10 million.  Chile's BancoEstado and Brussels-based Dexia
gave US$5 million each.

Uniao de Bancos' Correspondent Banking and Multiplateral
Organization Relations Chief Richard Bird told BNamericas that
the bank initially sought US$250 million "and now it is wrapping
up a US$45 million bilateral loan to complement the syndicated
loan."

According to BNamericas, Uniao de Bancos will use the money to
finance commercial loans to corporates and small and medium
sized enterprises.

Mr. Bird told BNamericas that Uniao de Bancos is negotiating
with two major financial institutions for another syndicated
loan.

"We're always looking for opportunities.  Tenors are shorter now
than just a couple of months ago but we still see demand from
our corporate clients," Mr. Bird commented to BNamericas.

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

                          *     *     *

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


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

BAE SYSTEMS: Proofs of Claim Filing Deadline is April 28
--------------------------------------------------------
BAE Systems (Hong Kong) Limited's creditors have until
April 28, 2008, to prove their claims to Thomas Andrew Corkhill
and Iain Ferguson Bruce, 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.

BAE Systems' shareholder decided on Feb. 8, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                 Thomas Andrew Corkhill and Iain Ferguson Bruce
                 c/o KCS Hong Kong Limited
                 8th Floor, Gloucester Tower, The Landmark
                 15 Queen's Road Central, Hong Kong


BASIS YIELD: Foreign Reps Seek Dismissal of Chapter 15 Case
-----------------------------------------------------------
Hugh Dickson, Stephen John Akers, and Paul Andrew Billingham,  
foreign representatives of Basis Yield Alpha Fund (Master), ask
the U.S. Bankruptcy Court for the Southern District of New York
to dismiss their request for protection of Basis Yield's U.S.-
based assets under Chapter 15 of the U.S. Bankruptcy Code.  The
Foreign Representatives also seek dismissal of their request for
recognition of Basis Yield's insolvency proceeding pending in
the Grand Court of the Cayman Islands.

On behalf of the Foreign Representatives, Karen B. Dine, Esq.,
at Pillsbury Winthrop Shaw Pittman LLP, in New York, notes that
Chapter 15 does not provide for a specific procedure to withdraw
or dismiss a Chapter 15 petition.  

She points out though that Section 105(a) of the U.S. Bankruptcy
Code provides, in relevant part, that "[t]he court may issue any
order, process or judgment that is necessary or appropriate to
carry out the provisions of this title."  She further notes that
Rule 1017 of the Federal Rules of Bankruptcy Procedure provides,
in relevant part, that "a case shall not be dismissed on motion
of the petitioner . . . before a hearing on notice as provided
in Rule 2002."

Accordingly, she contends that a case filed under Chapter 15 may
be dismissed by the Bankruptcy Court after hearing and notice of
motion.

"The Foreign Representatives have determined that it is in the
best interest of the Foreign Debtor's creditors and all parties
in interest to now request that this Court dismiss the
Chapter 15 case without prejudice," Ms. Dine says.

The Bankruptcy Court will convene a hearing on the Foreign
Representatives' dismissal request on April 30, 2008.  
Objections are due April 23.

If the Bankruptcy Court approves the dismissal request, Basis
Yield's liquidation will be carried out by the Cayman Court,
Bill Rochelle at Bloomberg News says.

The Foreign Representatives filed the Chapter 15 request in late
August 2007.  On the same day, the Bankruptcy Court issued a
temporary restraining order pending a hearing on a preliminary
injunction.  In September 2007, the Bankruptcy Court entered a
preliminary order pursuant to which all entities were, among
others, enjoined from commencing any legal proceedings against
the Foreign Representatives in connection with Basis Yield.  

In November 2007, the Foreign Representatives filed a summary
judgment regarding the recognition of the Cayman Islands case as
a foreign main proceeding.  Judge Robert Gerber of the Southern
New York Bankruptcy Court denied the Summary Judgment Request in
January 2008 after finding that none of the papers filed by the
Foreign Representatives have addressed, in any meaningful way,
any of the factors that would support recognition of Basis
Yield's Cayman Islands liquidation as a foreign main proceeding.  
Judge Gerber told the Foreign Representatives during the hearing
to return to Court with answers to questions where Basis Yield
actually conducted operations.

                        About Basis Yield

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

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP represents the petitioners.
(Basis Yield Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).


BASIS YIELD: Grant Thornton to Lodge Claim for Assets
-----------------------------------------------------
In a proceeding before the New South Wales Supreme Court in
Sydney, Australia, the legal counsel for Grant Thornton said
that the accounting firm is considering lodging a claim for a
proportion of Basis Yield Alpha Fund (Master)'s assets,
Madeliene Koo at InvestorDaily reports.  The New South Wales
proceeding seeks to clarify investor rights.

Grant Thornton is the official liquidator of Basis Yield.

According to the newspaper, legal counsel for Basis Capital
Group, Basis Yield Fund's parent, said Grant Thornton's interest
in the Cayman Islands-based Basis Yield Fund's assets may cause
the amount of money in the fund to be reduced, and more time is
needed to sort out the problem.

"This issue could adversely affect the interests of the
investments [the investors are] seeking clarification on,"
InvestorDaily said quoting Richard Gilbert, chief executive at
Investment and Financial Services Association.

The Basis Yield Fund, which invested in the United States
sub-prime mortgage market, is in an official liquidation
proceeding in the Cayman Islands after the collapse of the U.S.
sub-prime market.

InvestorDaily said that BT Financial Group, custodians for
Challenger Financial Group, the Commonwealth Bank of Australia,
and Melbourne-based teachers' superannuation fund Combined Funds
have joined in the New South Wales proceedings to claw back
investor funds in the Basis Yield Fund and the Basis Aust-Rim
Diversified Fund administered through their wrap platforms.

                        About Basis Yield

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

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP represents the petitioners.
(Basis Yield Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).


BRASKEM CAYMAN: Will Hold Final Shareholders Meeting on April 29
----------------------------------------------------------------
Braskem Cayman Limited will hold its final shareholders' meeting
on April 29, 2008, at 10:00 a.m. at Avenida das Nacoes Unidas,
4.777, Sao Paulo – SP, Brazil.

These matters will be taken up 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 three years from
      the dissolution of the company, after which they
      may be destroyed.

Braskem Cayman's shareholders agreed on March 25, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Joel Benedicto Junior
                 Avenida das Nacoes Unidas, 4.777
                 Sao Paulo – SP
                 Brazil


CS OFFSHORE: Sets Final Shareholders Meeting for April 29
---------------------------------------------------------
CS Offshore Fund, Ltd., will hold its final shareholders'
meeting on April 29, 2008, at 2100 McKinney, Suite 1770,
Dallas, Texas 75201 USA.

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.

CS Offshore's shareholders agreed on March 25, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 James W. Traweek, Jr.
                 2100 McKinney, Suite 1770
                 Dallas, Texas 75201
                 USA


CY OFFSHORE: Will Hold Final Shareholders Meeting on April 29
-------------------------------------------------------------
CY Offshore Fund, Ltd., will hold its final shareholders'
meeting on April 29, 2008, at 10:00 a.m. at Avenida das Nacoes
Unidas, 4.777, Sao Paulo – SP, Brazil.

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.

CY Offshore's shareholders agreed on March 25, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 James W. Traweek, Jr.
                 2100 McKinney, Suite 1770
                 Dallas, Texas 75201
                 USA


GRAND CIRCLE: Moody's Withdraws All Ratings on Canceled Deal
------------------------------------------------------------
Moody's Investors Service has withdrawn all the ratings for
Grand Circle Holdings, LLC, including the B2 Corporate Family
Rating, as well as the issue ratings of its subsidiaries.  The
ratings are being withdrawn because the transaction has been
canceled.  The last rating action occurred on March 20, 2008.

Ratings withdrawn are:

Grand Circle Holdings, LLC

  -- Corporate family rating at B2

  -- Probability of default rating at B2

  -- US$170 million senior secured second lien facilities rated
     B2 consisting of these:

Grand Circle River Cruise Lines, LLC

     - US$145 million senior secured second lien term loan
       guaranteed by Grand Circle Holdings, LLC at B2 (LGD 4,
       52%)

GC Cayman Holdings, LTD

     - US$25 million senior secured second lien term loan
       guaranteed by Grand Circle Holdings, LLC and Grand Circle
       River Cruise Lines, LLC at B2 (LGD 4, 52%)

Headquartered in Boston, Massachusetts, Grand Circle Holdings
LLC, through its brands: Grand Circle Cruise Line, Grand Circle
Travel and Overseas Adventure Travel, offers more than 100 river
cruise tours, river barge tours, small-ship ocean tours,
extended stay vacations, safaris, and adventure vacations.  Pro-
Forma revenues for the twelve-month period ended Dec. 31, 2007,
was approximately US$729 million.  The company has a subsidiary
in Cayman Islands.


TOKYO CRIMSON: Proofs of Claim Filing Deadline is April 28
----------------------------------------------------------
Tokyo Crimson Energy Holdings Corporation's creditors have until
April 28, 2008, to prove their claims to Takao Onuki, 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.

Tokyo Crimson's shareholders agreed on March 26, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                 Takao Onuki
                 CTC Building, 2232 Roxas Boulevard
                 1300 Pasay City, Philippines



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

DOLE FOOD: S&P Lifts Debt Rating to B- & Puts '4' Recovery Rtng.
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned recovery ratings to
Dole Food Co. Inc.'s unsecured debt issues and raised the issue-
level ratings on this debt.  The issue-level ratings on the
unsecured debt were raised to 'B-' from 'CCC+'.  Recovery
ratings of '4' were assigned to this debt, indicating the
expectation of average (30%-50%) recovery in the event of a
payment default.
     
The issue-level rating on Dole's secured loans is affirmed at
'B+'.  The recovery rating on this secured debt remains
unchanged at '1', indicating the expectation for very high (90%-
100%) recovery in the event of a payment default.
     
Both the senior unsecured and secured debt issue ratings are
removed from CreditWatch, where they were initially placed with
negative implications on Nov. 27, 2007.

Ratings List
Dole Food Co. Inc.
Corporate Credit Rating  B-/Negative/--

Ratings Removed From CreditWatch

                          To         From
                          --         ----
Dole Food Co. Inc.
Senior Secured
  Local Currency          B+         B+/Watch Neg
   Recovery Rating        1          1

Ratings Raised; Removed From CreditWatch
Dole Food Co. Inc.
Senior Unsecured
  Local Currency          B-         CCC+/Watch Neg

Rating Assigned
Dole Food Co. Inc.
Senior Unsecured
  Recovery Rating         4

Based in Westlake Village, California, Dole Food Company Inc. --
http://www.dole.com/-- is the world's largest producer and
marketer of high-quality fresh fruit, fresh vegetables and
fresh-cut flowers.  Dole markets a growing line of packaged and
frozen foods and is a produce industry leader in nutrition
education and research.  Dole's fresh-cut! Flowers segment
sources, imports and markets fresh-cut flowers, grown mainly in
Colombia and Ecuador, primarily to wholesale florists and
supermarkets in the U.S.



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

SIRVA: Court Lifts Stay on 360networks Panel's Preference Case
--------------------------------------------------------------
Judge James M. Peck approved a stipulation between Sirva Inc.,
its debtor-affiliates and the Official Committee of Unsecured
Creditors in their Chapter 11 cases, and the Official Committee
of Unsecured Creditors of 360networks (USA) Inc., lifting the
automatic stay with respect to a preference action pending
before Judge Allan L. Gropper in the United States Bankruptcy
Court.

In the Adversary Proceeding styled "The Official Committee of
Unsecured Creditors of 360networks (USA) Inc., et al. v. U.S.
Relocation Services, Inc., Adv. Pro. No. 03-03127 (ALG),"
360networks Committee seeks the return of US$1,863,014 in
preferential transfers.

Judge Peck ruled that the Stipulation will enable both sides to
avoid the expense of litigation concerning the Stay and the
liquidation of 360networks Committee's Claim in Sirva's Chapter
11 Cases.

The parties had agreed that:

   -- the payments will be treated as made under any plan of
      reorganization;

   -- neither the Creditors' Committee nor any other creditor
      will be estopped from objecting to the confirmation of a
      Plan, by virtue of entry of the Prepetition Claims Order;

   -- certain Class 4 Claims, or a similar unimpaired class of
      unsecured creditors, will remain outstanding at the time
      of confirmation;

   -- the Debtors will not argue that payments made under the
      Prepetition Claims Order will render moot any confirmation
      objection by the Creditors' Committee or any creditor;

   -- the Debtors will not amend a Plan to eliminate Class 4
      without the consent of Creditors' Committee and the
      360networks Committee.

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

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

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


SIRVA INC: OOIDA Wants to be Reclassified as Class 4 Claimants
--------------------------------------------------------------
The Owner Operator Independent Drivers Association Class asks
the U.S. Bankruptcy Court for the Southern District of New York
to issue an order entitling the Association to Class 4 Creditor
Treatment, in compliance with the classification criteria
contemplated in the Debtors' Prepackaged Joint Plan of
Reorganization.

The OOIDA Class -- composed of several owner-operator truck
drivers who have provided hauling and related services to the
Debtors -- is designated as Holders of Class 5 Claims, or
creditors "with whom the Debtors have ceased ongoing business
relationships" and are not entitled to any distribution under
the Plan.

Contrary to the Debtors' proposed treatment of the OOIDA Class,
the Debtors admit under the Plan that Owner-Operators are
indispensable partners in their operations, Daniel E. Cohen,
Esq., at The Cullen Law Firm, PLLC, in Washington, DC,
maintains.

Mr. Cohen further relates that the OOIDA Class Claim for
US$5,000,000 is based on a Settlement Agreement with the
Debtors,
which is different from the claims of Class 5 creditors.  

The Settlement Agreement, Mr. Cohen relates, is with respect to,
among others, unauthorized deductions from compensation due to
the Class members' operating agreement with SIRVA, Inc., Allied
Van Lines, Inc., North American Van Lines, Inc., and Global Van
Lines, Inc.  The Settlement Agreement was approved by the United
States District Court for the Northern District of Illinois in
September 2007.

Accordingly, Debtors' proposed treatment of OOIDA Class as Class
5 Creditors violates Section 1122 of the Bankruptcy Code, which
allows a plan to "place a claim or interest in a particular
class only if [it] is substantially similar to other claims or
interests in [that] class," Mr. Cohen points out.

For these reasons, the OOIDA Class asks Judge Peck to direct the
Debtors to comply with their classification criteria under the
Plan, entitling the Class to full payment as Class 4 Creditors.


The Official Committee of Unsecured Creditors supports the
request of the OOIDA Class.  

Representing the Committee, Ilan D. Scharf, Esq., at Pachulski
Stang Ziehl & Jones LLP in New York, relates that the Committee
will file an objection to the confirmation of the Debtors'
proposed Plan.  He says that one of the grounds for objection
will be that the classification scheme of the Plan is arbitrary,
incomprehensible, and violates Sections 1122 and 1129 of the
Bankruptcy Code.

Mr. Scharf emphasizes that the OOIDA Motion reflects one of the
many instances where the Debtors' designation of the creditors
under Class 5 is at odds with the actual language of the Plan.  
Accordingly, the Committee joins in the OOIDA Motion, to the
extent that it is deemed to object to the Plan.

                         Debtors Object

The Debtors tell Judge James M. Peck that Section 1122(a)
authorizes the Debtors to classify the OOIDA Claim as a Class 5
Claim.  However, Classification is a confirmation issue, to be
addressed at the Plan Confirmation Hearing.  The Debtors assert
that addressing this issue at this time is patently premature.

Counsel for the Debtors, Marc Kieselstein, P.C., at Kirkland and
Ellis LLP, in Chicago, Illinois, argues that the OOIDA Class is
wasting the resources of the Court and the Debtors by demanding
resolution of the OOIDA Claim prior to the Confirmation Hearing.  
Moreover, the OOIDA Class seeks a free preview of the Debtors'
arguments in support of confirmation, and the Court's view on
those arguments.

According to Mr. Kieselstein, the Debtors have worked diligently
to respond to all discovery requested by the Committee and other
parties-in-interest, to facilitate thorough discovery on
classification, and other related issues.  For instance, Mr.
Kieselstein continues, the Debtors and their advisors expended a
significant amount of time, effort, and resources in preparing
the schedules and statements of financial affairs for 60 Debtor-
entities.  The Debtors had also negotiated an expedited
discovery
schedule to ensure that all interested constituencies, including
the OOIDA Class, have sufficient discovery before the
Confirmation Hearing.

Mr. Kieselstein points out that the Debtors, along with other
stakeholders in their Chapter 11 cases, have continued to focus
on the Plan Confirmation.  The OOIDA Class' request is in direct
contrast to the Court's instruction, and is an unnecessary
distraction at this critical time, Mr. Kieselstein adds.
Accordingly, the OOIDA Motion should be denied, he says.

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

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

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



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

PRC LLC: Files Supplement Site Consolidation Incentive Plan
-----------------------------------------------------------
Subsequent to their request for a site consolidation incentive
plan, PRC LLC and its debtor-affiliates inform the U.S.
Bankruptcy Court for the Southern District of New York that they
have continued to consult their local managers and supervisors
regarding site adjustments involving call centers that are
experiencing higher employee turnover, and whose client services
are being relocated to an impractical location.  

The Debtors relate that the turnover has the potential for
disrupting their efforts for a seamless transition of client
programs from one call center to another.  The Debtors therefore
propose to enhance, in certain cases, the incentive payments
under the Incentive Plan by up to US$300 per employee to no more
than 500 employees not exceeding an aggregate cost of
US$150,000.

Accordingly, the Debtors increased certain incentive payments to
employees who are not offered relocation under the Incentive
Plan:

  --------------------------------------------------------------
  Time between               EMPLOYEES NOT OFFERED RELOCATION
  announcement and        --------------------------------------  
  date of elimination        Non-Exempt            Exempt
  of position at
  "old" center
  ---------------------   --------------------------------------
  Up to 30 days                 --                  --
  ---------------------   --------------------------------------
  More than 30 days but   US$200 paid at      US$750 paid at
  less than 100 days      termination         termination
                         (up to US$500 for   (up to US$1,050 for
                          up to 20% of         up to 20% of
                           employees)           employees)
  ---------------------   --------------------------------------
  More than 100 days      US$200 paid after   US$1,500 paid at
                            60 days, and         termination
                            another US$200
                           paid at termination
                   
                         (up to US$350 and   (up to US$1,800 for
                         US$350, respectively,  up to 20% of
                           for up to 20% of     employees)
                           employees)  
  --------------------------------------------------------------

The Debtors are confident that an Incentive Plan with the
revised terms will facilitate their ability to continue
operations during the contemplated Site Adjustments in an
economic and efficient manner, Alfredo R. Perez, Esq., at Weil,
Gotshal, Manges LLP, in Houston, Texas, says.

                          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)


PRC LLC: Committee Wants to Employ Halperin as Conflicts Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in PRC LLC and its
debtor-affiliates Chapter 11 cases seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Halperin Battaglia Raicht, LLP, as its special conflicts counsel
nunc pro tunc to March 26, 2008.

According to Andrew B. Eckstein, Esq., at Blank Rome LLP, in New
York, the Committee has selected HBR because of its experience
and expertise in the field of creditors' and debtors' rights and
business reorganizations under the Bankruptcy Code.  HBR has
been involved in numerous Chapter 11 cases throughout the United
States, and has acted as conflicts counsel to committees in
other significant Chapter 11 cases.

The Committee seeks to retain HBR to address matters as to which
its primary counsel, Blank Rome, may have conflicts.  As of
April 9, 2008, Blank Rome has identified potential conflicts
related to Royal Bank of Scotland, the Debtors' prepetition
lenders, and the Verizon companies.  HBR has agreed to represent
the interest of the Committee, except with respect to The CIT  
Group, which it has in the past and may in the future represent
in matters not related to the Debtors and the Committee.

The services of HBR's professionals will be paid according to
the firm's standard hourly rates:

         Professional               Hourly Rate
         ------------               -----------
         Attorneys                US$175 - US$435
         Clerks                       US$125
         Paraprofessionals         US$75 - US$100

HBR's actual and necessary expenses related to the contemplated
services will also be reimbursed.

Alan D. Halperin, a member of Halperin Battaglia Raicht, in New
York, assures the Court that his firm does not represent nor
hold interest adverse to the Committee, the Debtors, their
creditors or any party-in-interest in matters for which the firm
will be retained.  He maintains that HBR is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                          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)


PRC LLC: Inks Stipulation Resolving Pact With Spirit Airlines
-------------------------------------------------------------
PRC LLC and its debtor-affiliates entered into a stipulation
with Spirit Airlines Inc. resolving a dispute related to
services the Debtors provide to Spirit Air Lines.

As reported in the Troubled Company Reporter on March 19, 2008,
the Debtors and Spirit Air Lines previously executed the Letter
of Authorization on June 8, 2007, to formalize a master services
agreement, statements of work, and other documents relating to
services to be rendered by the Debtors.

"The Debtors and Spirit Air Lines could not formalize the letter
of authorization because they could not agree on  profitable
terms for the Debtors to provide the services Spirit Air Lines
requires," said Alfredo R. Perez, Esq., at Weil, Gotshal &
Manges LLP, in Houston, Texas.  He maintained that there is
little value in the Spirit Air Lines Agreement for the Debtors'
reorganization.  

                        120-day Transition

Spirit Air asked the U.S. Bankruptcy Court for the Southern
District of New York to grant it 120 days from the entry of a
rejection order with respect to the Spirit Air Letter of
Authorization in order to allow a smooth transition to a new
call center service provider.

Arthur J. Spector, Esq., at Berger Singerman, P.A., in Fort
Lauderdale, Florida, said that Spirit Airlines does not contest
the Debtors' assertions.  He said Spirit Airlines only wants
emphasize the serious implications if the Debtors are allowed to
cease servicing Spirit Airlines before it could find a suitable
replacement.   The Debtors sought to reject the LOA as of
March 13, 2008.

Mr. Spector related that Spirit Airlines does not maintain an
internal telephone staff and depends completely on the Debtors'
operation for all incoming telephone reservations and ticket
rebookings.  He maintained that Spirit Airlines currently
receives between US$200,000 and US$300,000 in revenue per day
from the Debtors' call center, all of which could be lost, if
the Debtors were permitted to cease service before it could find
a suitable another call center provider.

Spirit Airlines disclosed that it has been diligently pursuing
discussions with other call center providers to replace the
Debtors' services, but cannot reasonably expect to have a fully
operational new call center ready to substitute the Debtors for
approximately 120 days.  While Spirit Airlines is aggressively
seeking to contract a new call center provider, it will require
more time than the abrupt shutdown schedule proposed by the
Debtors, Mr. Spector said.

                        Debtors Talk Back  

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, argued that the Debtors have made a fair and
considerate offer to accommodate Spirit Airlines' service needs
until May 10, 2008.  He asserted there is no legal or equitable
reason to compel the Debtors' estates to incur at least
US$500,000 in losses over a 150-day period, besides that the LOA
is burdensome, Spirit Airlines' account is past due, and the
Debtors have been unable to reach agreement on mutually
beneficial terms as was originally contemplated by the parties.

                        Parties Stipulate

The salient terms of the parties' Stipulation, which was
approved by the Court, are:

   (a) The Stipulation will take effect as of April 1, 2008.

   (b) The LOA will be deemed terminated as of March 31, 2008.
       For the period from April 1, 2008, through June 30, 2008,
       the Debtors will perform certain transition services for
       Spirit Air.

   (c) The transition services the Debtors will perform are:

       * The Debtors' customer service representatives will
         be available to service inbound customer calls that are
         directed to Spirit Airlines' toll-free numbers.  The
         Transition Services include phone services concerning:

         -- inbound general sales,
         -- new booking calls,
         -- changes to bookings,
         -- questions about bookings,
         -- inbound schedule change calls, and
         -- other inbound and/or outbound call processing
            related to Spirit Air's reservations program and
            post-sale customer support;

       * The Debtors will provide a small team to perform
         certain back office functions, including handling queue
         work related to flight reservations, outbound calling,
         and email and faxes;

       * The Debtors will perform the Phone Services and the
         Back Office Functions in the Philippines in conjunction
         with its subcontractor, Advanced Contact Solutions,
         Inc.;

       * Subject to the Spanish Language Services, the Debtors
         will either:
         
         -- use reasonable efforts to perform the Phone Services
            for Spanish-speaking customers and any services will
            be provided in the Dominican Republic in conjunction
            with the Debtors' subcontractor, Amov International
            Teleservices, S.A., formerly known as, Verizon
            International Teleservices C. Por A.; or

         -- will provide reasonable assistance to, and will
            reasonably coordinate efforts with, Spirit Airlines
            if it elects to establish a direct contractual
            relationship with Amov;

       * The Debtors agree to begin the process of resporging
         all Spirit Air-program 1-800 numbers to Spirit Airlines
         immediately following the execution of the Stipulation.
         All paperwork will be authorized, signed and returned
         within two business days after receipt.  As a result of
         the resporging, Spirit Airlines will be responsible for
         allocating call volumes to the Debtors until the end of
         the Transition Period.

   (d) The Debtors will provide a wind-down plan on the number
       of CSRs that will be available to provide services during
       the transition period, a full-text copy of which is
       available for free at:

               http://researcharchives.com/t/s?2ad3
  
   (e) The Debtors will charge Spirit Airlines for transition
       services according to these terms:

       * Subject to the Minimum Monthly Guarantee, the Debtors
         will bill Spirit Airlines at a fixed hourly rate of
         US$13.44 multiplied by the amount of time that CSRs are
         logged into the switch and available to take calls, or
         in the case of the back office functions, otherwise
         performing the services on behalf of Spirit Air.

       * The minimum monthly amount owed by Spirit Airlines and
         paid to the Debtors will be the Hourly Rate multiplied
         by the number of productive hours resulting from the
         staffing levels provided in the Wind-down Plan;
         provided that, if the Debtors are unable to staff to
         any applicable Minimum Monthly Guarantee, as a result
         of natural attrition, then Spirit Air will pay the
        Debtors for the actual number of Productive Hours worked
        by the Debtors' CSRs in the Philippines multiplied by
        the Hourly Rate, and provided further that the Debtors
        will not directly, or indirectly through any agent,
        subcontractor or other intermediary, take any action to
        transfer or to incentivize the transfer of CSRs and
        other personnel dedicated to Spirit Air-related services
        to any other customer of the Debtor or to any of the
        Debtors' affiliate or subcontractor without Spirit
        Airlines' prior written consent.

       * Spirit Airlines will be entitled to request and receive
         overtime coverage for its CSRs in the Philippines of up
         to 5% of CSR agreed hours.  The use of Overtime in
         excess of that amount will be subject to the mutual
         agreement of parties.  The Debtors will bill Spirit
         Airlines for the time that its CSRs work overtime at a
         premium of 30% of US$13.44 per hour for the month at
         issue.  "Overtime" is defined as the number of hours
         that CSRs are required to work in excess of their
         regularly scheduled 40-hour work week.

       * Spirit Airlines will pay the Debtors for all
         information technology hours incurred by the Debtors to
         effectuate the transition of technological
         infrastructure to Spirit Airlines at the rate of US$100
         per hour.

       * Spirit Airlines will reimburse the Debtors for all
         telecom costs incurred in connection with providing
         services to Spirit Airlines, including costs incurred
         for domestic and international inbound and outbound
         telecom.

       * Spirit Airlines agrees to pay the Debtors 115% of all
         amounts invoiced by Amov to the Debtors for transition
         services performed in the Dominican Republic.

   (f) The Debtors will perform based on mutually agreed-upon
       service levels, or the Service Level Agreements, to staff
       and to achieve performance objectives included in the
       Wind-Down Plan, with respect to average handle time
       goals, service levels and abandonment rates for English-
       language services which service levels will be agreed
       based on average service levels achieved during the two
       calendar months prior to the Petition Date, provided
       that, (i) in no event will the Debtors be liable for the
       failure to achieve SLAs during the transition period, and
       (ii) the undertaking does not apply to Spanish-language        
       services provided by Amov.

   (g) Upon execution of the Stipulation, Spirit Airlines will
       pay the Debtors US$400,964, by wire transfer, for
       invoices 23010 and 23063, less disputed charges.

       On or before May 8, 2008, Spirit Airlines will pay to the
       Debtors, by wire transfer, the sum of US$497,005 for
       invoices 23118 and 23119, less disputed charges.

       For amounts due and owing for services rendered during
       April and May 2008, the Debtors will submit a monthly
       invoice to Spirit Airlines at the end of each month set
       forth, in reasonable detail, including (i) a calculation
       of the number of non-overtime CSR hours worked in the
       Philippines multiplied by the Hourly Rate, (ii) a
       calculation of Overtime and Overtime Premium, if any,
       (iii) a calculation of charges owed to the Debtors based
       on amounts invoiced by Amov to the Debtors for the month,
       (iv) telecom charges, (v) miscellaneous IT charges, if
       any, and (vi) actual SLA performance figures in
       accordance with the Wind-Down Plan.  Spirit Airlines will
       pay within 30 days after receipt of the Debtors' invoice
       an amount equal to:
         
         * the charges as set forth from (i) through (v), plus;

         * 50% of the amount of disputed charges through
           March 31, 2008, totaling US$493,970, divided into
           three equal installments of US$82,328 each for each
           of April, May, and June, during the Transition
           Period, subject to the achievement of the occupancy
           goal provided in the the Wind-Down Plan.

       For services to be rendered during June 2008, on or
       before June 1, 2008, the Parties will mutually agree upon
       a reasonable estimate of charges for the month, based
       upon the staffing levels agreed to for the applicable
       month, and Spirit Airlines will deposit the sum with the
       Clerk of the Court by check or wire transfer, so that the
       funds may be placed in the Court Registry Investment
       System interest bearing account.  The funds will be
       released from the Court Registry Investment System only
       upon further Court order.

       The Clerk will distribute the principal and income earned
       on the monies deposited in accordance with a Court order,
       but will deduct from the income earned on the investment
       a fee not exceeding that authorized by the Judicial
       Conference of the United States and set by the director
       of the administrative office whenever the income becomes
       available for deduction from the investment held without
       further order of the Court.

       The Parties will reconcile actual charges for June 2008
       based on the invoice issued by the Debtors for that month
       for services actually rendered, consistent with the
       manner in which the Debtors have agreed to invoice Spirit
       Air for services rendered for the months of April and
       May.  If, as a result of the reconciliation, one Party
       owes the other Party any amount, the amount will be paid
       by the owing Party to the owed Party no later than 10
       days after the issuance of the April and May
       Reconciliation Invoice.  All payments due will be made by
       Spirit Airlines without offset or recoupment.

       Spirit Airlines will be entitled to reasonable access to
       the area in the Philippines call center in which the
       transition services are rendered; provided that, Spirit
       Airlines agrees not to directly or indirectly solicit any
       employees to leave the employment of ACS or the Debtors,
       as the case may be.

   (h) All Transition Services will terminate on June 30, 2008.
       In the event Spirit Airlines fails to pay any amounts
       when due, except for amounts invoiced that are disputed
       in goodfaith, or fails to make the stipulated deposit, in
       addition to all of the Debtors' other rights and
       remedies, at law or in equity, the Transition Services
       provided under the Stipulation will automatically
       terminate on the third business day after the day those
       amounts are due without any further notice or action on
       the part of the Debtors, and without further Court order.

   (i) The Debtors intend to file a request with the Court to
       reject their contract with Amov on or before April 15,
       2008.  The Debtors have advised Spirit Airlines to
       immediately ramp down the services in the Dominican
       Republic.  As a result, although the Debtors will work
       with Amov in good faith to maintain the numbers of CSRs
       in the Dominican Republic, the Parties agree that the
       Debtors will have no liability whatsoever for the failure
       to provide Spanish-language services during the
       Transition Period or for the failure of Amov to provide
       the said staffing or for any other acts and omissions of
       Amov with regard to the Transition Services.  Subject to
       these terms, the Debtors agree to:

         * provide Spirit Airlines with notice their filing of
           the Amov rejection motion, if filed prior to
           April 15, 2008, and;

         * reasonably cooperate with and assist Spirit Airlines
           in its efforts to maintain continuity of Spanish-
           language services during the Transition Period
           including, if Spirit Airlines elects, by obtaining a
           direct contractual relationship between Spirit
           Airlines and Amov.

   (j) Spirit Airlines agrees to waive and release all claims
       and payment requests it may have against the Debtors.

                          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)



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

PETROECUADOR: Contributes US$1.48 Billion to Ecuador's Coffers
--------------------------------------------------------------
Petroecuador has contributed US$1.48 billion to Ecuador's
coffers in 2008 first quarter, compared to US$494 million in
2007 first quarter, Business News Americas reports.

The company said in a statement that the increase resulted from
higher production and oil prices.

For the first quarter of 2008, Ecuador's crude output topped
46.9mb -- more than 515,000 barrels per day -- of the 49.5mb
planned for the quarter, the report relates.

According to the report, private companies like Petroecuador's
production subsidiary petroproduccion recorded 15.6 mb in 1Q
2008 and 8.58Mb in 2007 from the state company's block 15 unit.

For the three months ended March 31, domestic derivates output
and consumption totaled 15.9Mb in 2008 and 16.2Mb in 2007, the
report adds.

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

                           *     *     *

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



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

BRITISH AIRWAYS: May File Lawsuit vs BAA over Terminal Five
-----------------------------------------------------------
British Airways Plc will ask its lawyers to examine a
compensation claim against BAA Ltd. over the Terminal 5 opening
fiasco, Tracy Alloway writes for Bloomberg News citing Chief
Executive Officer Willie Walsh.

Mr. Walsh blamed BAA for T5's "disappointing" opening on
March 27, 2008, when British Airways was forced to cancel 12
days of flights after baggage-handling system broke down and
airline employees were stuck in car parks and at security
checkpoints, Bloomberg News relates.

British Airways lost around GBP16 million over the T5 fiasco,
Mr. Walsh told Bloomberg News.  He said that that any claim
might be complicated by fact that the carrier pays BAA for its
services primarily through landing charges.

Mr. Walsh said the carrier originally planned to start shifting
flights to T5 on April 30, 2008, and complete the switch on the
same day.  The opening fiasco, however, forced British Airways
to move the date to June 5, 2008, and complete the switch in
October.

BAA told Bloomberg News that while it expects legal issues to
arise over T5, its main focus is to work with British Airways to
improve operations at the newly opened terminal.

                         About BAA Ltd.

Headquartered in London, United Kingdom, BAA Ltd. (fka BAA plc)
-- http://www.baa.com/-- owns and operates seven airports in
the United Kingdom, including Heathrow, the world's busiest
international airport, and Budapest Airport, serving 700
destinations by around 300 airlines.

                     About British Airways

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

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

                        *     *     *

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



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

CABLE & WIRELESS: Unit to Invest US$5MM for 150 Retail Outlets
--------------------------------------------------------------
Julian Richardson at The Jamaica Observer reports that Cable &
Wireless PLC's Jamaican unit will invest US$5 million over the
next 12 months to launch 150 full-service retail outlets across
Jamaica.

Cable & Wireless Jamaica's Chief Commercial Officer Mariano
Doble commented to The Observer, "We have a very aggressive
strategy to increase our retail presence by opening new stores
and improving our existing outlets to make sure that we have
access to every consumer in every parish."

Cable & Wireless Jamaica is launching 50 new retail outlets
called "Lifestyle Stores" and renovating 100 existing dealer
locations, whose product offering will "encompass the
traditional fixed line phones and mobile handsets, to include a
full range of gadgets and electronic devices."  Three other
stores were launched last week in New Kingston, Ocho Rios, and
in the Half Way Tree Transport center, and another 16 will be
unveiled by the end of April, The Observer says, citing Mr.
Doble.

Mr. Doble told The Observer that that this is part of a strategy
to redefine Cable & Wireless Jamaica's image and make it a
premier full-service provider in the local telecoms market.

Mr. Doble commented to The Observer, "We really developed a 360
degree strategy around the experience that we want to deliver on
the market, and this is the first step in that direction.  
Basically the strategy is to position Cable & Wireless as the
only real full service provider in Jamaica -- one place where
you can meet all your communication needs.  We used an outwards-
inwards approach rather than inwards-outwards (in developing the
concept).  We are saying that we know what you want; tell us
what is your need and what is your lifestyle, and we will tell
you what products are right for you."

Cable & Wireless Jamaica's Business Development and Sales Vice
President Xesus Johnston told The Observer that the firm "will
also seek to penetrate the Small and Medium Enterprises  
markets, with a full portfolio directed towards the needs of
small business owners."

Mr. Johnston commented to The Observer, "The hottest market in
business right now is the SME [small and medium enterprises]
market and Jamaica has one of the most vibrant SME market.  This
is a market that we will tap into and there is a whole new
portfolio that we are going to roll out just for SME customers.  
Around May to June you will start seeing new products."

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

                        *     *     *

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

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


CASH PLUS: Businessman Seeks to Recover J$30MM from Carlos Hill
---------------------------------------------------------------
Jamaican businessman Alexander Haber has filed a lawsuit in the
Supreme Court seeking to recover almost J$30 million from Cash
Plus Limited's President Carlos Hill, who is facing fraud
charges, Paul Henry at The Jamaica Observer reports.

According to The Observer, Mr. Haber claimed that Mr. Hill
"induced" him into investing in the ailing Cash Plus in 2007
through "fraudulent misrepresentation."

Mr. Haber  told The Observer that on Oct. 2, 2007, he invested
US$78,255 with Cash Plus and then another J$24,239,050 on
Nov. 5, 2007, after Mr. Hill assured him that the funds would be
invested in "safe, solid and secure investment," during separate
trips between Morgan's Harbour and Lyme Cay in June and July on
Mr. Haber's private boat.

According to the report, Mr. Haber claimed that Mr. Hill assured
that the money would be invested in:

          -- real estate development Hill Group Ltd,
          -- food chain Cash Plus Development Ltd,
          -- hardware company Cash Plus Foods Ltd, and
          -- security services Cash Plus Hardware Ltd.

Mr. Haber alleged that he was promised a "substantial return" on
his investments, The Observer notes.

The Observer relates that Mr. Haber is suing for damages for
fraudulent misrepresentation and is seeking a court order
"entitling him to trace assets into the hands of any third
party."

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: Court Grants J$5 Million Bail to Peter Wilson
--------------------------------------------------------
The Half-Way-Tree Resident Magistrate's Court of Jamaica has
granted Cash Plus Limited's Chief Financial Officer Peter Wilson
a J$5 million bail, The Jamaica Observer reports.

Mr. Wilson is facing fraud charges along with Cash Plus'
President Carlos Hill and brother Bertram Hill.  As reported in
the Troubled Company Reporter-Latin America on April 21, 2008,
the court, however, denied the request for bail by the defense
attorneys for the Hill brothers.  The Hill brothers and Mr.
Wilson are charged with five counts of fraudulent conversion and
one count of conspiracy.  

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: Patrice Mitchell Gets Court Injunction Against Firm
--------------------------------------------------------------
Paul Henry at the Jamaica Observer reports that investor Patrice
Mitchell has secured an injunction in the Supreme Court of
Jamaica preventing Cash Plus Limited or any of its "servants or
agents" from transferring any of its assets for the next 14
days.

According to The Observer, the injunction bars Jamaican banks,
building societies, lending agencies, financial institutions, or
trustees from "transferring, disposing, removing, pledging,
changing or diminishing in any way or manner any of its goods,
assets or money ... including any sum payable to [Mitchell] up
to the maximum of J$1,131,487."

Mr. Mitchell will appear before the court on May 6, 2008, to
seek a "default judgment for payment against Cash Plus, as no
one from the failed scheme has filed an acknowledgment of
service to her claim," which was filed in February 2008, The
Observer notes.

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: CEO Keyes' US$5.6M Pay Lower than Predecessor's
----------------------------------------------------------------
Blockbuster Inc. disclosed, in a Securities and Exchange
Commission filing, that James W. Keyes, the company's chairman
of the board and chief executive officer, received less than
former Chairman and CEO John F. Antioco in 2007.  Mr. Keyes'
total compensation package in 2007 was US$5.6 million, while Mr.
Antioco was paid a total of US$11.5 million in 2007.

As reported in the Troubled Company Reporter on March 22, 2007,
Blockbuster and Mr. Antioco entered into an amended and restated
employment agreement that sets forth terms of Mr. Antioco's
departure from the company in 2007.  Mr. Antioco would receive a
2006 bonus of US$3.0525 million, which reflects a compromise
between the US$2.28 million bonus previously conditionally
offered by the board and US$7.65 million, which is the amount
Antioco was entitled to receive under his previous employment
agreement and Blockbuster's 2006 Senior Bonus Plan if negative
discretion was not invoked.

Additionally, at the conclusion of his employment, Mr. Antioco
will receive a lump sum payment of US$4.9875 million as compared
to a lump sum payment of US$13.5 million that he would have been
entitled to receive if he had been terminated without cause or
had resigned for good reason on Dec. 31, 2007, under his
previous employment agreement.

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.  (Movie Gallery
Bankruptcy News Issue No. 15; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000)

At Jan. 6, 2008, the company's total debt, including capital
lease obligations was US$757.8 million compared with
US$984.2 million in Dec. 31, 2006.


BLUE WATER: Creditors Committee Appeals Final DIP Order
-------------------------------------------------------
The Official Committee of Unsecured Creditors is appealing to
the U.S. District Court for the Eastern Division of Michigan an
order by the Honorable Marci B. McIvor's granting final approval
to a request by Blue Water Automotive Systems, Inc., and its
debtor affiliates to enter into a US$35,000,000 revolving credit
facility provided by Citizens Bank.

The Creditors Committee objected to the DIP Financing, citing
that the Debtors' cases should instead be converted to Chapter 7
due to continuing losses by the Debtors.

In its objection to the DIP Motion, Ryan D. Heilman, Esq., at
Schafer and Weiner, PLLC, in Bloomfield Hills, Michigan, counsel
to the Committee, told the U.S. Bankruptcy Court for the Eastern
District of Michigan the Debtors "are placing their own survival
above all considerations and the price that the Debtors would
pay through the Final DIP Order nullifies possible benefits thus
driving the Debtors envitably towards administrative
insolvency."

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operations in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.  (Blue Water Automotive Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)


BLUE WATER: Wants to Pay Incentives to Critical Employees
---------------------------------------------------------
Pursuant to Sections 105(a), 363(b) and 503(b) of the Bankruptcy
Code, Blue Water Automotive and four affiliates seek authority
from the U.S. Bankruptcy Court for the Eastern District of
Michigan to make incentive payments totaling US$497,812 to a
limited number of critical, non-insider employees.

A schedule of the Critical Employees and their incentive
payments is available for free at:

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

The Debtors propose that the payments be treated as
administrative expenses of the Debtors' estates.  Nicole Y.
Lamb-Hale, Esq.,at Foley & Lardner LLP, in Detroit, Michigan,
says that while certain of the Employees have titles suggesting
they are insiders, like vice president, they are not covered by
Sections 101(31) and 503(c).  She says the Critical Employees
are mid-level employees who are critical to the day-to-day
operations of the Debtors.

The Debtors aver the Incentive Payments are necessary to
appropriately compensate the Critical Employees, given the
enormous additional burdens placed on them by these bankruptcy
proceedings, and to ensure that the Employees remain motivated
to perform the important tasks necessary to maintain the value
of the Debtors' businesses.  The Debtors contend that if they
are unable to make the Incentive Payments, there will be more
departures of employees that will be harmful to the enterprise
value of the Debtors' businesses.

The Debtors clarify that none of the Critical Employees
identified in the list will receive any Incentive Payments
unless:

   (a) the Employees satisfactorily perform their duties as
       required by the Debtors; and

   (b) the Employees remain in the Debtors' employ through the
       successful consummation of a sale of the Debtors' assets
       under Section 363.

The Debtors say that the Incentive Payments, if any, will be
paid to the Employees subsequent to the closing of the Asset
Sale.  In the event that an Employee's employment is terminated
prior to the Closing, the said Employee will forfeit his or her
right to the Incentive Payments.  In that event, the Debtors
will seek the Court's authority to reallocate forfeited
Incentive Payments to the Employees remaining consistent with
the Debtors' business judgment.

The Debtors disclose that the Final DIP Order budgeted
US$500,000 for the Incentive Payments.

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.  (Blue Water Automotive Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)


DURA AUTOMOTIVE: Wants to Implement Canadian Restructuring
----------------------------------------------------------
As part of Dura Automotive Systems Inc. and its debtor-
affiliates' intent to emerge from Chapter 11 protection in May
2008, the potential tax and other corporate steps that must be
taken to maximize their value and ensure that they are compliant
with all applicable laws have been closely examined, Christopher
M. Samis, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the U.S. Bankruptcy Court for the
District of Delaware.

As part of the examination process, the Debtors' independent
auditors and accountants, Deloitte & Touche LLP, is examining
the potential foreign tax consequences of the Debtors' Revised
Joint Plan of Reorganization, which contemplates a taxable sale
of substantially all the Debtors' assets to New Dura.

Mr. Samis relates that the "acquisition of control" rules under
Canadian tax law could cause certain negative tax consequences
to the Debtors' affiliates, reorganizing under the Canadian
Companies' Creditors Arrangement Act, that are organized as
partnerships upon consummation of that taxable sale transaction.

To reduce the potential negative tax consequences, the Debtors
seek the Court's authority to effectuate a restructuring on
certain of the Canadian Debtors, which restructuring includes:

   * changing the jurisdiction of organization of Debtor Trident
     Automotive Ltd., and Dura Automotive Systems (Canada) Ltd.,
     from Ontario to Nova Scotia;

   * dissolving Dura Canada LP by transferring the general
     partner's 0.1% interest in Dura Canada LP from Dura
     Automotive British Columbia ULC to Dura Automotive Canada
     ULC;

   * amending the partnership agreements of Trident Automotive
     LP and Dura Holdings Canada LP to allow a non-Canadian
     entity to hold the general partner's interests in the
     partnership;

   * transferring the general partner's 0.1% interest in Trident
     Automotive LP held by Trident Automotive Ltd. to Dura
     European Holding LLC & Co. KG;

   * transferring the general partner's 0.1% interest in Dura
     Holdings Canada LP held by Dura Holdings ULC to Dura
     European Holding LLC & Co KG; and

   * changing the interest rate and convert the currency
     denomination on certain intercompany notes owed by Dura
     Holdings Canada LP and Trident Automotive LP to Canadian
     Dollars from U.S Dollars

Mr. Samis notes that Dura Canada LP will cease to exist, and
Trident Automotive LP and Dura Holding Canada LP will no longer
constitute "Canadian Partnerships" for purposes of the Canadian
acquisition of control regulations.  Additionally, changing the
currency denomination on the intercompany notes could mitigate
certain tax issues that may arise as a result of Canadian
foreign exchange gain.

               Aviation-Aircraft Operating Merger

The Debtors also seek the Court's authority to merge Automotive
Aviation Partners, LLC, into Dura Aircraft Operating Company,
LLC.

According to Mr. Samis, Aviation has a clause in its operating
agreement that requires dissolution upon the occurrence of
certain events, including the bankruptcy of a member.

Minnesota law does not allow the dissolution requirement to be
reversed after the bankruptcy has occurred, Mr. Samis says.  
Minnesota law further limits Aviation solely to undertaking
activities to wind up operations once the liquidation clause has
been triggered, he adds.

Due to the automatic stay, liquidation of Aviation has not been
completed, Mr. Samis says.  However, out of an abundance of
caution and as part of a general corporate reorganization, the
Debtors desire to eliminate Aviation to resolve any corporate
governance ambiguity.  Thus, the Debtors believe that Aviation
should be merged into Aircraft Operating.

Mr. Samis relates that Aviation is a guarantor of the DIP
Facility and the Second Lien Facility, Senior Notes, and
Subordinated Notes.  Aviation and Aircraft Operating are both
guarantors and obligors under the debts.  Aviation has
approximately US$5,600,000 in assets and there have been no
prepetition claims schedule for or filed against Aviation other
than the debts.  Aircraft Operating also has no prepetition
filed against it other than the debts.  As a result, the Debtors
believe the merger will not affect recoveries under the Revised
Plan and does not prejudice any third party creditors.

                           About DURA

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

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

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

As of Jan. 31, 2008, the Debtor had US$1,503,682,000 in total
assets and US$1,623,632,000 in total liabilities. (Dura
Automotive Bankruptcy News, Issue No. 52; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


FLEXTRONICS: Completes Phase 1 of Arima Computer Acquisition
------------------------------------------------------------
Flextronics International Limited has completed phase one of a
two-phase acquisition of Arima Computer Corporation notebook and
server businesses.   Phase one include the acquisition of the
design and services group of Arima, which was completed in
March 28, 2008.  

The second phase will include the acquisition of Arima's
notebook and server manufacturing facility in WuJiang China, and
is expected to close this month.  Arima Computer's notebook and
server business will become part of the Flextronics Computing
segment.  Upon completion of the two-phase transaction,
Flextronics will have acquired all of the Arima's design,
manufacturing and service resources related to notebook and
servers.

"Closing phase one of this acquisition significantly enhances
our ODM server offering and significantly strengthens our
position in the rapidly growing notebook market," said Sean
Burke, president of Flextronics Computing.  "We are pleased to
welcome Arima's talented design and service employees to our
team, as we continue to strengthen our world-class solutions for
the computing marketplace."

                      About Flextronics

Headquartered in Singapore, Flextronics International Ltd.
(NasdaqGS: FLEX) -- http://www.flextronics.com/-- is an  
Electronics Manufacturing Services provider focused on
delivering design, engineering and manufacturing services to
automotive, computing, consumer digital, industrial,
infrastructure, medical and mobile OEMs.  Flextronics helps
customers design, build, ship, and service electronics products
through a network of facilities in over 30 countries on four
continents including Brazil, Mexico, Hungary, Sweden, United
Kingdom, among others.

                        *     *     *

Flextronics International Ltd. continues to carry Moody's
Investors Service's "Ba1" probability of default and long-term
corporate family ratings with a negative outlook.

The company also carries Standard & Poor's Ratings Services'
"BB+" long-term local and foreign issuer credit ratings with a
negative outlook.


FOAMEX INT'L: Names David J. Lyon to Board of Directors
-------------------------------------------------------
David J. Lyon has been named to the Foamex International Inc.'s
Board of Directors.  

"We are pleased to welcome David to the Foamex Board," Jack
Johnson, President and Chief Executive Officer, said.  "He has
an impressive background and we believe that his expertise and
perspective will be valuable additions as we continue to work to
strengthen and build our business.  We appreciate the continued
support of the D. E. Shaw group and all of our other
stockholders."

David J. Lyon is a vice president of D. E. Shaw & Co., L.P. and
focuses on the firm’s special situations private equity
strategy.  Prior to joining the D. E. Shaw group, Mr. Lyon spent
seven years as a managing director of The Cypress Group, a New
York-based private equity firm.  He has also held positions at
Goldman, Sachs & Co. and Och-Ziff Capital Management Group.  Mr.
Lyon received his M.B.A. from Harvard Business School and his
B.A. from the University of Notre Dame.  He also serves on the
Board of Directors of Owens Corning.

Headquartered in Linwood, Pennsylvania, Foamex International
Inc. (FMXIQ.PK) -- http://www.foamex.com/-- produces cushioning  
for bedding, furniture, carpet cushion and automotive markets.  
The company also manufactures polymers for the industrial,
aerospace, defense, electronics and computer industries.    
Foamex has Asian locations in Malaysia, Thailand and China.  The
company's Latin American subsidiary is in Mexico.

The company and eight affiliates filed for chapter 11 protection
on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693).

On Feb. 2, 2007, the Court confirmed the Debtors' Second Amended
Joint Plan of Reorganization.  The Plan of Reorganization of
Foamex International Inc. became effective and the company
emerged from Chapter 11 bankruptcy protection on Feb. 12, 2007.

                          *     *     *

Foamex International Inc.'s consolidated balance sheet at
Dec. 30, 2007, showed US$430.6 million in total assets and
US$728.7 million in total liabilities, resulting in a
US$298.1 million total stockholders' deficit.


KRISPY KREME: Posts Fourth Quarter Net Loss of US$31.8 Million
--------------------------------------------------------------
Krispy Kreme Doughnuts Inc. released on Thursday financial
results for the fourth quarter and fiscal year ended
Feb. 3, 2008.  

The company's fiscal year ends on the Sunday closest to
January 31, which periodically results in a 53-week year.  The
fourth quarter and fiscal year ended Feb. 3, 2008, contained 14
weeks and 53 weeks, respectively, compared to the fourth quarter
and fiscal year ended Jan. 28, 2007, which contained 13 weeks
and 52 weeks, respectively.

The net loss for the fourth quarter was US$31.8 million,
compared to a net loss of US$24.4 million in the fourth quarter
last year.  The fourth quarters of fiscal 2008 and 2007 reflect
impairment charges and lease termination costs of approximately
US$27.6 million and US$6.0 million, respectively, most of which
are non-cash and relate to the Company Stores segment.

In addition, results for the fourth quarter of fiscal 2008
include a charge of US$3.0 million for estimated payments under
the company's guarantees of a portion of certain debt and leases
of a franchisee in which it owns an interest.  Results for the
fourth quarter last year reflect charges of approximately
US$17.3 million related to the settlement of litigation.

Fourth quarter systemwide sales (excluding the 14th week in the
fourth quarter of fiscal 2008) increased 2.3% from the fourth
quarter of last year.  The growth in systemwide sales in the
quarter was entirely attributable to growth in sales by
international franchisees; the domestic component of systemwide
sales fell in the fourth quarter compared to the fourth quarter
last year, principally due to store closures.  For the year,
systemwide sales (measured on a 52-week basis) decreased 0.9%
compared to fiscal 2007.

During the fourth quarter of fiscal 2008, 32 new Krispy Kreme
stores, comprised of 13 factory stores and 19 satellites, were
opened systemwide, and 6 stores, comprised of 5 factory stores
and 1 satellite, were closed systemwide.  This brings the total
number of stores systemwide at the end of fiscal 2008 to 449,
consisting of 295 factory stores and 154 satellites.  
Approximately 75% of these stores are operated by franchisees,
and almost half are located outside the United States.

Revenues for the fourth quarter decreased to US$110.9 million
from US$112.2 million in the fourth quarter last year.  
Excluding revenues for the 14th week, revenues for the fourth
quarter of fiscal 2008 decreased 8.2% to US$102.9 million.  The
decline in revenues reflects an 11.1% decrease in Company Stores
revenues to US$70.4 million and a 5.2% decrease in KK Supply
Chain revenues to US$25.8 million, partially offset by a 17.0%
increase in Franchise revenues to US$6.7 million.

                       Fiscal 2008 Results

For fiscal 2008, revenues decreased to US$429.3 million from
US$461.2 million in fiscal 2007.  Excluding revenues for the
53rd week, revenues for fiscal 2008 decreased 8.6% to
US$421.3 million.  The decline in revenues reflects an 8.4%
decrease in Company Stores revenues to US$298.9 million and a
12.3% decrease in KK Supply Chain revenues US$99.9 million,
partially offset by a 6.8% increase in Franchise revenues to
US$22.5 million.

The net loss for fiscal 2008 was US$67.1 million, compared with
a net loss of US$42.2 million, in fiscal 2007.  Impairment
charges and lease termination costs were US$62.1 million and
US$12.5 million in fiscal 2008 and 2007, respectively.  Of the
total charges and costs in fiscal 2008 and 2007, most of which
were non-cash, US$56.0 and US$9.4 million, respectively, relate
to the long-lived assets and US$4.6 million and US$1.1 million,
respectively, relate to goodwill, in each case associated
principally with the Company Stores segment.

In addition, fiscal 2008 results reflect an impairment charge of
approximately US$10.4 million related to the company's
manufacturing and distribution facility in Effingham, Illinois,
which the company divested during the year, a charge of
US$3.0 million for estimated payments under the company's
guarantees of a portion of certain debt and leases of a
franchisee in which it owns an interest, and a charge of US$9.6
million resulting from the refinancing of indebtedness.  

Fiscal 2008 results include a non-cash credit of US$14.9 million
and fiscal 2007 results included a non-cash charge of
US$16.0 million related to changes in the value of common stock
and warrants issued in March 2007 in connection with the
settlement of litigation.

In addition to announcing financial results, the company also
announced that it had remediated all of the material weaknesses
in its internal control over financial reporting identified as
of Jan. 28, 2007, and maintained effective internal control over
financial reporting as of Feb. 3, 2008.

As of Feb. 3, 2008, the company's consolidated balance sheet
reflects cash and indebtedness of approximately US$25 million
and US$77 million, respectively.  During fiscal 2008, the
company prepaid approximately US$32.8 million of the principal
balance of the US$110 million term loan entered into in
February 2007.  Subsequent to year end, the company and its
lenders executed amendments to the company's secured credit
facilities which, among other things, relax certain financial
covenants contained therein.

Those covenants previously were scheduled to become more
stringent during fiscal 2009.  The amendments also provide that
the interest rate on the loans outstanding under the facilities
will increase from LIBOR plus 3.50% to LIBOR plus 5.50%, with a
minimum LIBOR rate of 3.25%, and fees on letters of credit
outstanding under the facilities will increase from 3.75% to
5.75%.  

As of Feb. 3, 2008, the outstanding loan balance was
US$76.1 million and outstanding letters of credit were
US$20.3 million.  There were no amounts drawn under the
revolving facility, which was reduced from US$50 million to
US$30 million.

"Although it's clear from our fourth quarter and year-end
results that we have more work to do in order to produce the
financial results we believe are possible, there were some
successes in fiscal 2008," said Jim Morgan, chairman, president
and chief executive officer.  

"Our international expansion continues to be a source of
exciting growth, we are seeing encouraging initial results from
company factory stores that have been converted to satellite hot
shops as part of our hub and spoke strategy, and Krispy Kreme's
entire menu now is zero grams trans fat per serving.  In
addition, we remediated all material weaknesses in our internal
control over financial reporting."

Morgan added, "Beyond the challenges we still face, we believe
there are a multitude of opportunities, and we are committed to
providing corporate performance that is in keeping with the
iconic brand we represent."

Many factors could adversely affect the company's business. In
particular, the company is vulnerable to further increases in
the cost of raw materials, which could adversely affect the
company's operating results and cash flows.  In addition,
several franchisees have been experiencing financial pressures
which, in certain instances, became more exacerbated during
fiscal 2008.

The company has guaranteed certain obligations of franchisees in
which it has an equity interest, and has recorded charges
aggregating US$3.4 million in fiscal 2007 and 2008 for estimated
payments under such guarantees; these guarantees could result in
additional charges in future periods.  

Franchisees opened 88 stores and closed 26 stores in fiscal
2008.  Franchisees have contractual commitments to open over 170
additional stores after fiscal 2008; however, the company
believes franchisees also will close additional stores in the
future, and the number of such closures may be significant.  

Royalty revenues and most of KK Supply Chain revenues are
directly correlated to sales by franchise stores and,
accordingly, franchise store closures have an adverse effect on
the company's revenues, results of operations and cash flows.

                          Balance Sheet

At Feb. 3, 2008, the company's consolidated balance sheet showed
US$202.35 million in total assets, US$145.73 million in total
liabilities, and US$56.62 million in total stockholderss'
equity.

Full-text copies of the company's consolidated financial
statements for the year ended Feb. 3, 2008, are available for
free at http://researcharchives.com/t/s?2ac7

                        About Krispy Kreme

Headquartered in Winston-Salem, North Carolina, Krispy Kreme
Doughnuts Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/--
is a retailer and wholesaler of doughnuts.  The company's
principal business, which began in 1937, is owning and
franchising Krispy Kreme doughnut stores where over 20 varieties
of doughnuts are made, sold and distributed and where a broad
array of coffees and other beverages are offered.

As of Feb. 3, 2008, there were 449 Krispy Kreme stores operated
systemwide in 37 U.S. states and in the District of Columbia,
Australia, Canada, Hong Kong, Indonesia, Japan, Kuwait, Mexico,
the Philippines, Qatar, Saudi Arabia, South Korea, the United
Arab Emirates and the United Kingdom, of which 105 were owned by
the company and 344 were owned by franchisees.  Of the 449 total
stores, there were 295 factory stores and 154 satellites.  Of
the Krispy Kreme factory stores and satellites in operation at
Feb. 3, 2008, 210 and 35, respectively, were located in the
United States.

                          *     *     *

Standard & Poor's placed Krispy Kreme Doughnuts Inc.'s long term
foreign and local issuer credit ratings at 'B-' in
September 2007.  The ratings still hold to date with a negative
outlook.


METROFINANCIERA SA: Moody's Holds Global Scale ID Rating at B1
--------------------------------------------------------------
Moody's de Mexico has downgraded Metrofinanciera, S.A. de C.V.'s
short-term national scale rating to MX-3 from MX-2.
Concurrently, Moody's also affirmed the company's Not Prime
global local currency short-term rating, Baa2.mx national scale
issuer and B1 global scale local currency issuer rating.  The
ratings outlook was revised to negative from stable.

The downgrade of Metrofinanciera's short-term national scale
rating to MX-3 from MX-2 reflects the company's still high
exposure to short-term maturities with more than MXN1.6 billion
in commercial paper due in 2008.  The impact of the United
States subprime crisis in Mexico has translated into a higher
cost of borrowing as well as into reduced liquidity in the
system via more constrained rollovers of commercial paper.  
Furthermore, Moody's believes that the medium-term access to the
domestic and international capital markets will likely be
constrained as a result of the uncertainties related to the U.S.
economy.  Thus, the company will be challenged in the medium-
term to refinance its maturities.  Nevertheless, Moody's
believes that the company will be able to meet its short-term
debt maturities, but a higher cost to its growth plans and
future profitability.

The revision of the ratings outlook to negative reflects Moody's
expectations of continued pressure on Metrofinanciera's
profitability due the company's more aggressive growth strategy
and refinancing needs.  Furthermore, with both foreign and
domestic capital markets under pressure, Sofoles/Sofomes in
general have increasingly turned to warehousing facilities and
securitization to finance lending growth, which translates to
higher funding costs that are weighing on the company's margins
and pressuring its profitability.  Nevertheless, its exposure to
short-term debt has been substantially reduced in the past 12
months, by almost 50% of total outstandings.

Metrofinanciera has also become more reliant on Sociedad
Hipotecaria Federal for warehouse lending and indirect support
to its mortgage backed securities.  SHF acquired 100% of the
company's transaction placed in December 2007 and 65% of the
transaction placed in February 2008.  Its bad debt provisions
also substantially increased at year-end 2007, while
concentration of construction loans showed little change during
the year.  They remain at high levels, with construction loans
representing approximately 56% of its total loan portfolio on
and off balance sheet.  Moody's will also closely monitor
Metrofinanciera's land bank, which is now fully integrated into
the company's balance sheet.

The current ratings still reflect Metrofinanciera's position as
the third largest mortgage Sofom (Sociedad Financiera de Objeto
Multiple) in Mexico in terms of total loan portfolio, on and
off-balance sheet, and its solid technology processes/systems
and servicing, continued earnings growth, solid margins and
stable portfolio performance.

A return to a stable outlook would reflect the company's success
in the next six to twelve months in terming out its short-term
debt, replacing it with longer-term debt, and successfully
funding its growth plans, while maintaining if not improving its
operating margins with stable bad debt provisions and portfolio
quality.  In the intermediate term, a ratings upgrade would be
challenging given the company's crimped operating margins,
leveraged capital structure and concentrated loan portfolio mix.  
Positive ratings movement would reflect individual loans as a
percentage of total loans moving to 50% of the lending book, and
improvement of operating margins in mid-70% range.  Additional
steps supporting a rating upgrade include continued progress
with regional expansion and brand recognition.  Downward rating
pressure would reflect construction loans to total loans growing
to or exceeding 70% of total loans, with a drop in operating
margins -- EBITDA/Revenues well below 60%.  Additional negative
ratings pressure would result from an increase in delinquent
loans to more than 4% of the total portfolio, sustained leverage
above 90%, a failure to term out its debt, or an adverse shift
in governmental housing policy.

Rating downgraded:

  -- short term national scale rating to MX-3 from MX-2

These ratings were affirmed with a negative outlook:

  -- Baa2.mx national scale issuer rating,

  -- (P)Baa2.mx National Scale senior unsecured long-term debt
      shelf rating,

  -- B1 global scale local currency issuer rating, and

  -- (P)B1 global local currency senior unsecured long-term debt
      rating on an MTN Program

Rating affirmed:

  -- Not Prime short-term rating

As of Dec. 31, 2007, the company reported assets of MXN24.9
billion, and equity of MXN1.9 billion.

Headquartered in Monterrey, Mexico, Metrofinanciera, S. A. de
C.V., Sociedad Financiera de Objeto Multiple, Entidad no
Regulada -- http://www.metrofinanciera.com.mx/-- specializes in  
real estate credit and housing development in Mexico.  Founded
in 1996 in Monterrey, it offers financial services and
consulting for all phases of real estate projects: housing
construction, advance sales, public works and commercialization.  
The company also offers products in life, damage and
unemployment insurance.


SHARPER IMAGE: Enters Into Premium Finance Agreement with AICCO
---------------------------------------------------------------
Sharper Image Corp. asks the U.S. Bankruptcy Court for the
District of Delaware to approve a Premium Finance Agreement it
entered with AICCO, Inc. to fund its workers compensation
program.

Under the laws of the various states in which it operates,
Sharper Image Corp. required to maintain workers' compensation
coverage for its employees for claims arising from or related to
their employment.

To comply with the requirement, the Debtor maintained a Workers'
Compensation Program with Chubb/Federal Insurance Company from
April 1, 2007 through March 31, 2008.  Thereafter, the Debtor
renewed its Workers' Compensation Program with Chubb on April 1,
2008.  The new insurance policy with Chubb will expire on
March 31, 2009.  The premium due under the New Policy is
US$724,897, and the amount is due in full by May 15, 2008.

In light of the amount of the premium relative to the Debtor's
current budget and availability under its postpetition financing
facility, the Debtor believes that it would be advisable to
conserve its liquidity and finance the payment of the Premium
under a financing agreement with AICCO, Inc.

After arm's-length negotiations in which both parties discussed
the terms of the financing of the Premium, the Debtor and AICCO
determined to enter into a Premium Finance Agreement, disclosure
statement, and security agreement, pursuant to which AICCO has
agreed to finance a portion of the Premium payable by the Debtor
pursuant to the New Policy on a secured basis.  Furthermore, the
Debtor will finance US$471,250 under the Financing Agreement.

Pursuant to terms of the Financing Agreement, the Debtor is
required to:

     (i) make a cash down payment of US$253,646,

    (ii) pay interest on borrowings at an annual percentage rate
         of 5.25%,

   (iii) starting on May 1, 2008, repay the amount borrowed in
         seven equal monthly installments, each for US$68,504,
         and

    (iv) pay AICCO a total finance charge of US$8,238.

Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, in Wilmington, Delaware, relates that under the Financing
Agreement, the Debtor will grant AICCO a security interest in
all unearned or returned premiums and other amounts which may
become due to the Debtor in connection with the New Policy.  

The Debtor is unable to finance the payment of the Premium on an
unsecured basis, and AICCO is unwilling to provide financing
other than on a secured basis, Mr. Kortanek explains.

By this motion, the Debtor asks the Court to approve the
financing of the Premium pursuant to the terms of the Financing
Agreement with AICCO.

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


SHARPER IMAGE: Agent Asks Court to Enforce Sales Protocol
---------------------------------------------------------
The Liquidating Agent for Sharper Image Corp. asks the U.S.
Bankruptcy Court for the District of Delaware for an order that
would allow it to execute Store Closing Sales Procedures at
Irvine, California, and Estero, Florida locations.

As reported by the Troubled Company Reporter on April 14, the
Court authorized Sharper Image to enter into a liquidation
agreement with a joint venture comprised of Hilco Merchant
Resources LLC and Gordon Brothers Retail Partners LLC.

Judge Kevin Gross approved the parties' Liquidation Agreement in
its entirety.  

      A full-text of the court-approved Store Closing Procedures
      is available for free at:

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

A full-text copy of the Liquidation Agreement is available for
free at:

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

The Court also approved the Debtor's Lease Rejection Procedures,
a full-text copy of which is available for free at:

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

                  Dispute Over Exterior Banners

Despite the Sale Order and the Store Closing Sales Procedures,
Irvine Company LLC has refused to allow the Liquidation Agent to
use an exterior banner at a store in Irvine, California.  
Similarly, Miromar Outlet West, LLC, also refused to allow the
Liquidation Agent to use an exterior banner at a store in
Estero, Florida.

The Liquidation Agent was informed that both landlords asserted
city permit issues as the purported basis for their refusal to
comply with the Sale Order.

Representing the Liquidation Agent, Van C. Durrer, II, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Los Angeles,
California, states that the Liquidation Agent's ability to
conduct the Store Closing Sales in compliance with the Sale
Order and the Store Closing Sales procedures is critical to
maximizing the value of the Debtor's estate for the benefit of
creditors.

Accordingly, the Liquidating Agent asks the Court to direct
Irvine Company and Mir0mar to allow the use banners at the
Irvine and Estero Locations in compliance with the Store Closing
Sales Procedures.

The Agent also asks both landlords to comply with the Court
order approving the liquidation agreement and store closing
sales.

                         Miromar Objects

Miromar objects to the use of any exterior signage and banners
at the Estero Location since virtually all retail stores,
including the Debtor's premises, faces inward and not towards
any adjoining street, road or highway.  Furthermore, the Estero
Location is a non-roofed mall.

Leslie C. Heilman, Esq., at Ballard Spahr Andrews & Ingersoll,
LLP, in Wilmington, Delaware, relates that since the Estero
Location is an enclosed mall without roofs, it should not be
subjected to the use of exterior banners any more than enclosed
malls with roofs.  Moreover, in any shopping center where the
subject premises faces an interior area without a reasonable
view of a highway or street, the employment of exterior banners
should be prohibited as there is no compelling business reason
for allowing them in violation of the leases and Section
365(a)(3) of the Bankruptcy Code.

Miromar also asserts that the use of an exterior banner at the
Center will violate the current county sign ordinance
restricting
banners and will subject the Center's ownership to possible
citations from the local county authorities.

If ever the Court allows the use of an exterior banner at the
Estero Location, Miromar believes that the banner must be
affixed without drilling or otherwise penetrating either the
facade of Miromar's buildings or the roof of the building.  
Moreover, the facade of the Estero Location is painted stucco
and, while Miromar understands that if the Debtor is permitted
to drill into the facade of the building, the facade will need
to be repaired to the condition immediately prior to the
drilling.  Miromar asserts that the repairs will be costly and
difficult, possibly requiring the repainting of the entire
building.

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


SHARPER IMAGE: Withdraws Motion Against Calif. Attorney General
---------------------------------------------------------------
Sharper Image Corp. withdraws its request for the U.S.
Bankruptcy Court for the District of Delaware to make a
determination that Margaret E. Reiter and Edmund G. Brown, Jr.,
the attorney general of the State of California, have violated
the automatic stay.

No reason for the withdrawal was disclosed.

As reported in the Troubled Company Reporter on March 11, 2008,
the Debtor asked the Court to make a determination that the
attorney general violated automatic stay by filing an Action
alleging violation of a state statute.

On behalf of Mr. Brown, Margaret E. Reiter, the supervising
deputy attorney general of the State of California, initiated an
action against the Debtor on March 5, 2008.  The Action, brought
before the Superior Court of California, County of Alameda
alleges a violation of California's gift certificate statute and
seeks to require the Debtor to honor pre-bankruptcy filing
liabilities.

The Debtor had sought the Bankruptcy Court's authority to honor
its gift certificates and merchandise certificates only to the
extent that a customer seeking to redeem the certificates
purchases an item that costs double the value of the Gift
Certificate or Merchandise Certificate.  The Attorney General
opposes the modified certificate program.

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


SHARPER IMAGE: U.S. Trustee Objects to Conway Del Genio Hiring
--------------------------------------------------------------
Kelly Beaudin Stapleton, United States Trustee for Region 3,
objects to the request of Sharper Image Corp. to employ Conway,
Del Genio, Greis & Co., LLC, and Robert P. Conway.

Representing the U.S. Trustee, Joseph J. McMahon, Jr., Esq., at
the United States Department of Justice, in Wilmington,
Delaware, believes that the U.S. Bankruptcy Court for the
District of Delaware should deny the Debtor's application
because it appears that the Debtor is attempting to circumvent
the application of Section 327(a) of the Bankruptcy Code to Mr.
Conway and CDG, neither of whom are "disinterested person[s]"
capable of employment under that subsection.

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


WENDY'S INT'L: Drops Buyout Proposals of Trian Fund & Triarc Cos
----------------------------------------------------------------
Wendy's International Inc.'s destiny remains undetermined after
its board of directors turned down two buyout proposals
from Trian Fund Management LP and Triarc Cos., Janet Adamy of
Wall Street Journal reports.

According to WSJ, Wendy's board dismissed an offer by Triarc CEO
Nelson Peltz to combine Wendy's and Arby's chain, and another
offer from them to buy Wendy's for more than US$900 million in
cash and stock.  The determination was disclosed in a letter to
Wendy's directors sent by Peter May, a top official with both
entities, WSJ states.

WSJ, citing Wendy's chairman James Pickett's letter, stated that
Mr. May misled shareholders by failing to state that the offer
price was significantly lower than the price agreed at.  Mr.
Pickett stated that the board committee has given "fair and
proper" consideration to every proposal it has received, WSJ
notes.

WSJ states that tight credit markets have made investors doubt
Wendy's being held for sale.  

According to WSJ, Triarc was one of the principal bidders for
Wendy's last year.  This past week's offer is a lot lower than
what Triarc originally indicated in July, when it stated its
willingness to pay US$37 to US$41 a share, or about US$3.2
billion to US$3.6 billion, WSJ relates.

Some directors at Wendy's are getting wary about the board's
nearly year-long effort to sell, recapitalize or make some other
major change at the company to reward shareholders, WSJ states.
Several executives have also left Wendy's in previous months,
WSJ relates.

Wendy's management acknowledged that the waiting time has caused
the company's sales to slump as consumers have shifted to
competitors, McDonald's Corp. and Burger King Holdings Inc.

WSJ notes that Wendy's shares were up 18 cents at US$25.28 at 4
p.m. on April 18, in New York Stock Exchange composite trading.

                  About Wendy's International

Based in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- is one of the world's  
largest and most successful restaurant operating and franchising
companies, with more than 6,300 Wendy's Old Fashioned Hamburgers
restaurants in North America and more than 300 international
Wendy's restaurants.   It has restaurants in the United States,
Canada, Mexico, Argentina, among others.

At Dec. 30, 2007, the company's balance sheet showed total
assets of US$1.79 billion, total liabilities of US$0.99 billion,
and total shareholders' equity of US$0.80 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2008,
Standard & Poor's Ratings Services said that Trian Partners'
announcement that it will try to increase its board
representation has no immediate impact on Wendy's International
Inc.'s (BB-/Watch Neg/--) ratings profile.


* MEXICO: Fitch Sees Increased Risks in Housing Construction Biz
----------------------------------------------------------------
Fitch believes the risks within Mexico's construction bridge
loan sector have increased over the past year and that this
segment will continue to show signs of weakness during 2008.  
This elevated risk may necessitate an increase in credit
enhancement levels for future construction bridge loan
securitizations which Fitch rates in Mexico.  Fitch does not
believe the increase in risk within this segment is solely
related to the U.S. subprime and global credit crisis.

"In general terms and compared to other markets across the
globe, the Mexican securitization market has been somewhat
shielded from the effects of the global credit crisis,"
according to Managing Director in Fitch's Latin America
Structured Finance Group, Greg Kabance.  "While Mexican issuance
has slowed and overall risk premiums have increased
significantly compared to last year, the performance within the
RMBS and other asset classes continue to perform in line with
expectations."

Recently, Fitch conducted a review of the main variables that
may affect the performance of the construction bridge loan asset
class in Mexico.  Through surveillance of existing construction
bridge loan transactions and meetings with key market
participants, Fitch concluded that in general terms the risks
within the construction housing sector have increased as many
developers face a higher level of uncertainty in the current
environment.  While there have been very few construction loan
defaults and delinquencies have shown only modest increases,
Fitch has seen signs of a slowdown within the sector.  These
signs include slower amortizations causing longer durations of
outstanding loan maturities and an increase in loan extensions
for six to 12 months.  The number of unsold houses has also
increased within many of the projects, overall inventory levels
are on the rise, and many transactions face increased exposure
to larger projects.  Additionally, some of these projects have
been impacted by slower absorption rates caused by imbalances of
supply and demand within those particular locations.

Fitch recognizes the significant housing deficit within the
Mexican market; however there are signs that portions of this
have been satisfied over the past several years.  Depending on
its definition, this housing deficit has been estimated to be
lower than 3,000,000 or greater than 9,000,000.  While Fitch
believes the general macroeconomic argument related to a need
for quality housing in the low income sector remains strong,
large pockets of this deficit remain in demographic segments
which are not currently eligible for mortgage financing.  
Furthermore, as more developers have entered the market and
supply levels have increased over the years, there is evidence
that housing deficits have decreased in some locations.  As a
result, the sales cycle has extended for many projects within
Mexico and inventory levels have been increasing in many
regions.  Finally, the overall macroeconomic housing deficit
number is less important to construction bridge loan
transactions as many of these transactions have high  
concentrations in specific states and specific projects.

Some of these imbalances can be explained by the timing and
availability of funding offered by Infonavit.  However, Fitch
believes this is only a contributing factor to the slowdown
experienced within certain regions of Mexico.  All of these
factors seem to explain signs of flattening home prices over the
past year, specifically in certain regions within the low income
segment of the housing market.

Another potential risk to which the construction loan sector is
exposed is the increasing reliance upon securitization and other
capital market funding sources.  Such dependence could pose
problems for the industry as the turmoil in the global credit
markets continues to impact the Mexican capital markets.  While
the global slowdown in capital markets will undoubtedly slow the
Mexican housing market, the risk is mitigated by the increase in
available government funding offered by Sociedad Hipotecaria
Federal and Infonavit.

Sociedad Hipotecaria Federal announced plans earlier this year
to increase its participation in the housing sector, acting as a
backstop buyer and expanding its role as a partial guarantee
provider.  As a result, it has been able to provide important
liquidity to maintain market stability during the opening months
of 2008.  This was a change in direction for Sociedad
Hipotecaria Federal, as they had been moving to decrease their
direct participation over the past few years.

The Mexican funding needs for housing construction and mortgage
financing is estimated at approximately US$26 billion -- US$30
billion for 2008.  Even though the debt capital markets have
become a growing importance of funding within the housing
sector, traditional funding offered by banks, Infonavit,
Fovissste, and Sociedad Hipotecaria Federal still makes up more
than 75% of the sector.  Original estimates expected capital
markets to contribute up to 40% of 2008 financing within this
sector, but current market conditions could force this to be
trimmed back to historic levels.

"Fitch believes that while there might be continued disruption
in the Mexican capital markets, the government's plans for
injecting liquidity should buffer the impacts within the housing
construction sector.  However, any significant pull-back in
mortgage financing would exacerbate imbalances in housing supply
and demand levels," said Mr. Kabance.

As a direct consequence of increasing risks within the housing
construction sector, Fitch expects credit enhancement levels for
future construction bridge loan transactions to increase for
similar rating levels.  Fitch does not anticipate wide spread
rating actions on transactions which continue to perform in line
with original expectations. Furthermore, many of the existing
transaction's portfolios currently reflect much more
conservative exposures than the minimum eligibility criteria
requirements used to model portfolio composition at rating
assignment.  However, Fitch will take appropriate rating actions
on a deal by deal basis if the current slowdown deepens.  Key
factors in Fitch's analysis will include the monitoring of
delinquencies, unsold houses and key exposures to certain
projects and certain states.

Fitch will continue to emphasize the importance of
diversification by state, project, and developer within each
Bridge loan transaction.  Additionally, Fitch will more directly
link the credit enhancement and rating levels to the underlying
originator's credit quality, construction risk management
capabilities and overall servicing abilities.

It is important to note that the moderate slowdown in the
housing construction sector and the disruption in funding seem
to have had little impact on the performance of the RMBS sector
as a whole. Fitch's surveillance of its RMBS portfolio has shown
no signs of deterioration and the vast majority of collateral
has performed in line with initial expectations.  Fitch also
notes that Mexican mortgage borrowers have shown an increase in
leverage observed by higher debt-to-income levels, but this has
yet to have any real impact on portfolio delinquencies.  If a
slowdown continues or interest rates increase, developers will
have to adjust overall supply within the market or there will
be pressure on housing prices.  While there have been some signs
of this in the lower segments, Fitch does not anticipate this to
be a large problem in the performance of these well seasoned
RMBS transactions.



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

DOE RUN: La Oroya Strike Ends, Work Resumes
-------------------------------------------
Published reports say that workers at Doe Run Peru S.R.L.'s La
Oroya polymetallic refining complex have ended their strike and
are now resuming work at the unit.

According to the reports, the employees launched a protest on
April 5, 2008.

As reported in the Troubled Company Reporter-Latin America on
April 14, 2008, Doe Run's spokesperson Victor Andres Belaunde
said that over 30% of the firm's workers at the La
Oroya polymetallic refining complex launched a protest
against the firm, claiming that Doe Run failed to pay correct
compensation from profits.

A Doe Run representative had denied that the firm owed the
employees pending salaries, Business News Americas states.

Based in St. Louis, Mo., The Doe Run Company --
http://www.doerun.com/-- is a privately held natural resources
company dedicated to environmentally responsible mineral
production, metals fabrication, recycling and reclamation.  The
company and its subsidiaries deliver products and services
needed to provide power, protection and convenience through
premium products and associated metals including lead, zinc,
copper, gold and silver.  As the operator of one of the world's
only multi-metal facilities and the Americas' largest integrated
lead producer, Doe Run employs more than 5,000 people, with U.S.
operations in Missouri, Washington and Arizona, and Peruvian
operations in Cobriza and La Oroya.

Doe Run Peru S.R.L., an indirect Peruvian subsidiary, operates a
smelter in La Oroya, Peru, one of the largest polymetallic
processing facilities in the world, producing an extensive
product mix of non-ferrous and precious metals, including
silver, copper, zinc, lead and gold.  Doe Run Peru also has a
copper mining and milling operation in Cobriza, Peru in the
region of Huancavelica, which is approximately 200 miles
southeast of La Oroya in Peru.

              Doe Run Peru Going Concern Doubt

As reported in the Troubled Company reporter-Latin America on
Aug. 10, 2006, Doe Run Peru has significant capital requirements
under environmental commitments and guarantees and substantial
contingencies related to taxes and has significant debt service
obligations under the revolving credit facility, each of which,
if not satisfied, could result in a default under Doe Run Peru's
credit agreement and collectively raise substantial doubt about
Doe Run Peru's ability to continue as a going concern.

Doe Run Peru continues to have substantial cash requirements in
the future, including the maturity of the revolving credit
facility on Sept. 22, 2006, and significant capital requirements
under environmental commitments.  In addition, there are
substantial contingencies related to taxes.

The Doe Run Peru Revolving Credit Facility expires on
Sept. 22, 2006, and will require negotiations to extend its
terms.  There can be no assurance that Doe Run Peru will be
successful in extending the existing credit agreement or
negotiating a new agreement, or if it is successful, that the
extended or new credit agreement would be at terms that are
favorable to Doe Run Peru.

Any default under the requirements of the Environmental
Remediation and Management Program could result in a default
under the Doe Run Peru Revolving Credit Facility.  A default
under the requirements of the Doe Run Peru Revolving Credit
Facility results in defaults under the Doe Run Revolving Credit
Facility and the indenture governing the bonds.



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

FERNANDEZ MOLEDO: Case Summary & 37 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Fernandez Moledo, Inc.
        P.O. Box 13346
        San Juan, PR 00908

Bankruptcy Case No.: 08-02019

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                                   Case No.
      ------                                   --------
      Fernandez & Fernandez, Inc.              08-02020

Type of Business: The Debtors operate men's and boy's
                  clothing stores.

Chapter 11 Petition Date: April 2, 2008

Court: District of Puerto Rico (Old San Juan)

Judge: Sara E. de Jesus Kellogg

Debtors' Counsel: Charles Alfred Cuprill, Esq.
                  (cacuprill@aol.com)
                  Charles Alfred Cuprill, PSC Law Office
                  356 Calle Fortaleza, 2nd Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515

                              Total Assets    Total Debts
                              ------------    -----------
      Fernandez Moledo, Inc.  US$2,830,000   US$8,895,132

      Fernandez and                   US$0   US$3,403,278
      Fernandez, Inc.

A. Fernandez Moledo, Inc.'s list of its 19 largest
   unsecured creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Banco Santander Puerto Rico    Loan                 US$2,454,632
P.O. Box 191080
San Juan, PR 0919-1080

RAMS IMORT                     Clothing Suppliers     US$609,764
P.O. Box 16760
San Juan, PR 00908-1670

OMC CO, Inc.                   Clothing Suppliers     US$493,079
P.O. Box 195163
San Juan, PR 00919-5163

Importique                     Clothing Suppliers     US$320,185
P.O. Box 3000
San Juan, PR 00919

Sasco Trading                  Clothing Suppliers     US$291,507
P.O. Box 1036
Charlotte, NC 28201-1036

Vanderbilt                     Clothing Suppliers     US$252,362
25 Hall Street
Brooklyn, NY 11205

Eleven & Eleven Corp.          Clothing Suppliers     US$249,777

B&B Distributors               Clothing Suppliers     US$220,248

Wrangler                       Clothing Suppliers     US$209,903

Blanco Riera Inc.              Clothing Suppliers     US$155,111

Urgent Gear                    Clothing Suppliers     US$132,285

Brian Brothers Inc.            Clothing Suppliers      US$99,838

PLAZA Carolina Mall            Rent Plaza Store        US$97,611

Omega Apparel                  Clothing Suppliers      US$95,640

Black Horse                    Clothing Suppliers      US$94,432

Hanes PR                       Clothing Suppliers      US$94,394

Bounty Trading Corp.           Clothing Suppliers      US$88,472

IZOD Sportwear                 Clothing Suppliers      US$88,226

Harber International Ltd.      Clothing Suppliers      US$84,354

B. Fernandez & Fernandez, Inc.'s list of its 18 largest
   unsecured creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Banco Santander Puerto Rico    Loan                 US$2,454,632
P.O. Box 191080
San Juan, PR 0919-1080

DDR Del Sol LLC                Store Rent              US$63,235
P.O. Box 191080
Atlanta, GA 30353

Banco Santander Puerto Rico    Loan                    US$60,283
P.O. Box 191080
San Juan, PR 30353

DDR Atlantic LLC               Store Rent              US$38,311

DDR Isabela LLC                Store Rent              US$38,065

DDR Oeste LLC                  Store Rent              US$34,846

Fano Vidal S.E.                Store Rent              US$26,387

Plaza Guaynabo                 Store Rent              US$23,951

Capri S.E.                     Store Rent              US$20,877

Empresas PR de Desarrollo      Store Rent              US$19,917

EL Mercado Plaza S.E.          Montereal Store Rent    US$18,128

                               Naranjito Store Rent     US$4,588

Sur CSM Plaza                  Store Rent              US$17,725

TSCPR Family                   Store Rent               US$8,673

Yabucoa Development            Store Rent               US$6,336

PDCM Associates                Store Rent               US$5,032

Las Piedras Investment         Store Rent               US$4,811

Regency Park Associates        Store Rent               US$4,572

Grupo San Lorenzo              Store Rent               US$3,598


HORIZON LINES: S&P Rtg Unaffected by Puerto Rican Trade Subpoena
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Horizon Lines Inc. (BB-/Stable/--) are not affected
at this time by the shipping company's confirmation that federal
agents served search warrants and a grand jury subpoena on
April 17, relating to an investigation of pricing practices of
ocean carriers operating in the Puerto Rico trade.  S&P will
continue to closely monitor developments.

Headquartered in Charlotte, North Carolina, Horizon Lines Inc.
(NYSE: HRZ) -- http://www.horizon-lines.com/-- is a domestic  
ocean shipping and integrated logistics company comprised of two
primary operating subsidiaries.  Horizon Lines LLC operates a
fleet of 21 U.S.-flag containerships and 5 port terminals
linking the continental United States with Alaska, Hawaii, Guam,
Micronesia and Puerto Rico.  Horizon Logistics LLC offers
customized logistics solutions to shippers from a suite of
transportation and distribution management services designed by
Aero Logistics, information technology developed by Horizon
Services Group and intermodal trucking and warehousing services
provided by Sea-Logix.



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

BANCO SURINVEST: Fitch Assigns B Long-Term Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has assigned Banco Surinvest S.A. a long-term
foreign and local currency issuer default rating of 'B', a
national long-term rating of 'BBB(uy)' and a support rating of
'5'.  The rating outlook is stable.

Banco Surinvest's ratings reflect the low risk profile of its
activities and its good level of liquidity and capitalization.  
In addition, the bank was acquired by a Swiss bank, Banque
Heritage ('BBB-'/'F3') in May 2007, and Fitch Ratings considers
the new shareholder of having a positive effect on the bank's
strategy.  The rating also reflects tough competition in the
Uruguayan market and Banco Surinvest's small market share in the
financial system.
The acquisition by Banque Heritage completely changed the bank's
business strategy, which now focuses on wealth management and
corporate services.

During 2007, the bank finished cleaning up its balance sheet, a
process that had started in 2000.  As a result, figures for 2008
will only show the performance of the new business and Surinvest
forecasts its ROE will be in the 10%-15% range.

Net income for 2007 showed a large loss (US$3.88 million),
mainly due to losses incurred in the sale of non-performing
loans and real estate included in the assets as a result of
credit negotiations.

Banco Surinvest's main funding source is short-term deposits by
non-residents.  Because of its new business strategy, the bank
will need less funding than before.

The bank's capitalization is good and better than that of its
peer group, with an equity/assets ratio of 23.71% in 2007
compared with the Uruguayan private-sector average of 10.2%.  
However, Fitch expects this ratio to fall as soon as new
business starts.

Headquartered in Montevideo, Uruguay, Banco Surinvest S.A. --
http://www.surinvest.com.uy-- was established in 1981 and began  
its activities in Montevideo, like Banking House, positioning
itself quickly in the market like an institution that combines
an ample knowledge of the regional financial markets with the
endorsement of a prestigious group of institutional
shareholders.


CHILDREN'S TRUST: Fitch Eyes BB Rtng on US$47MM Series B Bonds
--------------------------------------------------------------
Fitch expects to rate Children's Trust (Puerto Rico) Series 2008
Tobacco Bonds as:

   -- US$157,912,329 series 2008A turbo capital appreciation
      bonds due May, 15 2058,'BBB-';

   -- US$47,377,904 series 2008B turbo capital appreciation
      bonds due May, 15 2058,'BB';

The Children's Trust has funded ASPIRA, an agency founded 45
years ago in New York City by a Puerto Rican social worker
Antonia Pantoja.  It has 1,100 staff members and operates in
seven U.S. states and in Puerto Rico.



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

GOODYEAR TIRE: Board Approves 2008 Performance Plan, MIP
--------------------------------------------------------
The Goodyear Tire & Rubber Company disclosed in a regulatory
filing that on April 8, 2008, its shareholders and Board of
Directors approved the adoption of the 2008 Performance Plan and
the Management Incentive Plan.  The Compensation Committee of
the Board of Directors also approved forms of grant agreements
under the 2008 Plan.

                      2008 Performance Plan

The 2008 Plan is designed to advance the interests of Goodyear
and its shareholders by strengthening its ability to attract,
retain and reward highly qualified executive officers and other
employees, to motivate them to achieve business objectives
established to promote Goodyear’s long term growth,
profitability and success, and to encourage their ownership of
Common Stock.  The 2008 Plan is also designed to enable Goodyear
to provide certain forms of performance-based compensation to
senior executive officers that will meet the requirements for
tax deductibility under Section 162(m) of the Internal Revenue
Code of 1986, as amended.

The 2008 Plan authorizes grants and awards of stock options,
stock appreciation rights, restricted stock, restricted stock
units, and performance and other grants and awards.  A total of
eight million shares of Common Stock may be issued under the
2008 Plan.  Any shares of Common Stock that are subject to
awards of stock options or stock appreciation rights will be
counted as one share for each share granted for purposes of the
aggregate share limit and any shares of Common Stock that are
subject to any other awards will be counted as 1.61 shares for
each share granted for purposes of the aggregate share limit.

The 2008 Plan will be administered by the Compensation Committee
of the Board of Directors which will have the sole authority to,
among other things: construe and interpret the 2008 Plan; make
rules and regulations relating to the administration of the 2008
Plan; select participants; and establish the terms and
conditions of grants and awards.

Any employee of Goodyear or any of its subsidiaries, including
any officer of Goodyear, selected by the Compensation Committee
is eligible to receive grants of stock options, stock
appreciation rights, restricted stock, restricted stock units,
and performance and other grants and awards under the 2008 Plan.
Directors of Goodyear are also eligible to receive awards (other
than performance awards) under the 2008 Plan.  The selection of
participants and the nature and size of grants and awards will
be wholly within the discretion of the Compensation Committee.  
It is anticipated that all officers of Goodyear will receive
various grants under the 2008 Plan and approximately 1,000 other
employees of Goodyear and its subsidiaries will participate in
at least one feature of the 2008 Plan.  A participant must be an
employee of the company or a subsidiary or a director of the
company continuously from the date a grant is made through the
date of payment or settlement thereof, unless otherwise provided
by the Compensation Committee.

The 2008 Plan will remain in effect until April 8, 2018, unless
sooner terminated by the Board of Directors. Termination will
not affect grants and awards then outstanding.

                    Management Incentive Plan

The MIP is designed to advance the interests of Goodyear and its
shareholders and assist Goodyear in motivating, attracting and
retaining executive officers by providing incentives and
financial rewards to those executive officers that are intended
to be deductible to the maximum extent possible as “performance-
based compensation” within the meaning of Section 162(m) of the
Code.  The MIP will become effective as of January 1, 2009.

The MIP will be administered by the Compensation Committee,
which has broad authority to administer and interpret the MIP
and its provisions as it deems necessary and appropriate.

Board-appointed officers of Goodyear who are designated by the
Board of Directors as “Section 16 officers” and are selected by
the Compensation Committee to participate in the MIP are
eligible to receive awards under the MIP.  Under the MIP, each
participant is eligible to receive a maximum performance award
equal to a percentage of Goodyear’s EBIT for a performance
period established by the Compensation Committee.  “EBIT” means
the Company’s net sales, less cost of goods sold, and selling,
administrative and general expenses, as reported in the
Company’s consolidated statement of operations for the
applicable performance period, prior to accrual of any amounts
for payment under the MIP for the performance period, adjusted
to eliminate the effects of charges for restructurings,
discontinued operations, extraordinary items, other unusual or
non-recurring items, and the cumulative effect of tax or
accounting changes, each as defined by generally accepted
accounting principles or identified in the Company’s
consolidated financial statements, notes to the consolidated
financial statements or management’s discussion and analysis of
financial condition and results of operations.

Specifically, Goodyear’s Chief Executive Officer is eligible to
receive a performance award equal to 0.75% of EBIT for a
performance period and the other participants in the MIP are
each eligible to receive a performance award equal to 0.5% of
EBIT for a performance period.  The actual performance award
granted to a participant is determined by the Compensation
Committee, which retains the discretionary authority to reduce
or eliminate (but not increase) a performance award based on its
consideration of, among other things, corporate and/or business
unit performance against achievement of financial or non-
financial goals, economic and relative performance
considerations, and assessments of individual performance.  Each
award under the MIP will be paid in cash, provided that the
Compensation Committee may in its discretion determine that all
or a portion of an award shall be paid in shares of Common
Stock, restricted stock, stock options or other stock-based or
stock denominated units that are issued pursuant to Goodyear’s
equity compensation plans in existence at the time of the grant.


                        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 60 facilities in 26
countries and employs 80,000 people worldwide.  Goodyear has
subsidiaries in New Zealand, Venezuela, Peru, Mexico,
Luxembourg, Finland, Korea and Japan, among others.  

                          *     *     *

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'.


SHAW GROUP: Earns US$8.9 Million in Quarter Ended February 29
-------------------------------------------------------------
The Shaw Group Inc. reported net income of US$8.9 million, or
US$0.11 per diluted share for the three months ended Feb. 29,
2008. Net income excluding the Westinghouse segment was US$37.3
million, or US$0.44 per diluted share. The Westinghouse segment
included a non-cash, pre-tax, foreign exchange translation loss
of US$40.6 million.  In comparison, for the three months ended
February 28, 2007, Shaw reported a net loss of US$61.5 million,
or US$0.77 per diluted share.  Excluding the Westinghouse
segment, the prior year net loss for the period was US$74.6
million, or US$0.93 per diluted share.

Earnings before interest expense, income taxes, depreciation and
amortization (EBITDA) for the second quarter of fiscal 2008,
excluding the Westinghouse segment, were US$78.6 million,
compared to a loss of US$76.0 million before interest expense,
income taxes, depreciation and amortization in the prior year
period.

"All of our business segments experienced revenue and earnings
growth for the first half of fiscal 2008 compared to the prior
year period, and we continue to generate strong operating cash
flow," said J.M. Bernhard Jr., Shaw's chairman, president and
chief executive officer.  "Each segment performed well during
the second quarter with the exception of the Environmental and
Infrastructure segment, which performed below expectations.  Our
Fabrication & Manufacturing segment achieved record revenues and
gross profit in the period as the business continues to execute
its capacity expansion program.  The Fossil & Nuclear segment
also posted record revenues as work progresses on major air
quality control projects, supercritical clean coal-fired power
projects and the four AP1000 nuclear reactors in China.

"Recent agreements with SCANA and Progress Energy, along with
our EPC contract with Southern Company, indicate that the
nuclear renaissance in the U.S. is well underway," Bernhard
continued.  "With our solid financial position, strong project
portfolio and the phasing of our projects under execution, we
continue to forecast increased earnings in the second half of
2008 and beyond."

Net cash provided by operating activities totaled a record
US$196.2 million for the second quarter of fiscal 2008, compared
to US$22.5 million in the second quarter of fiscal 2007.  At
February 29, 2008, Shaw's total cash balance was approximately
US$665 million, up approximately US$304 million from the start
of fiscal year 2008.

Revenues for the second quarter of fiscal 2008 were US$1.7
billion, up 37 percent from US$1.2 billion in the corresponding
2007 period.

The reported results for the second quarter of 2008, excluding
the Westinghouse segment, include a 42 percent tax provision,
reflecting a higher tax provision than in previous periods due
to a shift in earnings to less favorably taxed jurisdictions.

Shaw's backlog of unfilled orders at February 29, 2008, was a
strong US$14.2 billion, up 26 percent from the prior year
period, with approximately US$5.6 billion, or 39 percent, of the
backlog expected to be converted to revenues during the next 12
months.

The Shaw Group Inc. (NYSE:SGR) -- http://www.shawgrp.com/--  
provides technology, engineering, procurement, construction,
maintenance, fabrication, manufacturing, consulting, remediation
and facilities management services for government and private
sector clients in the energy, chemicals, environmental,
infrastructure and emergency response markets.  A Fortune 500
company with nearly $6 billion in annual revenues, Shaw is
headquartered in Baton Rouge, La., and employs approximately
27,000 people at its offices and operations in North America,
South America, Europe, the Middle East and the Asia-Pacific
region.  In South America, the company has locations in Chile,
Venezuela, and Puerto Rico.  The company's facilities in Europe
are located in the United Kingdom and Netherlands.  Show Group's
Asia operations are located in Korea, China, Malaysia and
Indonesia.


SHAW GROUP: Moody's Lifts Ratings to Ba1 on Strong Performance
--------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family
rating of The Shaw Group, Inc. to Ba1 from Ba2.

In addition, Moody's raised the rating on the company's senior
secured bank credit facility to Ba1 from Ba2.  This action
completed the review for upgrade initiated on Feb. 15, 2008.  
The rating outlook is stable.

The ratings upgrade reflects SGR's continued organic growth,
increasing backlog, improving operating margins, strong cash
generation and solid liquidity profile.  In addition, the
upgrade reflects Moody's view that SGR has established itself as
a leading service provider to the nuclear, coal-fired and gas-
fired power generation market, in terms of its engineering,
procurement, construction and maintenance of new and existing
power plants.  As a result, the company should benefit from
increasing global power consumption and growing infrastructure
demands.  Further, the rating acknowledges the success SGR has
demonstrated by executing on the majority of its contracts
despite its rapidly growing project portfolio and employee pool.

The stable outlook anticipates significant top-line growth,
steady margins and volatility in cash flows, due to project-
based working capital requirements.  Moody's expects substantial
increases in backlog reflecting the growth in the Fossil and
Nuclear business, however anticipates that the new contracts for
power plants will take longer to complete thus extending the
backlog.  Moody's does not anticipate that SGR will be required
to borrow under its credit facility, absent a material
acquisition, and expects the company to maintain substantial
cash balances.  Further, the stable outlook incorporates Moody's
view that SGR will continue to make substantive progress in
completing the process it has initiated to fully address its
material weaknesses under Section 404 of the Sarbanes-Oxley act.

These ratings were upgraded:

   -- Corporate Family Rating, Upgraded to Ba1 from Ba2;

   -- Probability of Default Rating, Upgraded to Ba1 from Ba2;

   -- Senior Secured Bank Credit Facility, Upgraded to Ba1
      (LGD3, 43) from Ba2 (LGD3, 42).

The Shaw Group Inc. (NYSE:SGR) -- http://www.shawgrp.com/--  
provides technology, engineering, procurement, construction,
maintenance, fabrication, manufacturing, consulting, remediation
and facilities management services for government and private
sector clients in the energy, chemicals, environmental,
infrastructure and emergency response markets.  A Fortune 500
company with nearly $6 billion in annual revenues, Shaw is
headquartered in Baton Rouge, La., and employs approximately
27,000 people at its offices and operations in North America,
South America, Europe, the Middle East and the Asia-Pacific
region.  In South America, the company has locations in Chile,
Venezuela, and Puerto Rico.  The company's facilities in Europe
are located in the United Kingdom and Netherlands.  Show Group's
Asia operations are located in Korea, China, Malaysia and
Indonesia.



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

* S&P Publishes 2008 Industry Credit Outlook for LatAm Banks
------------------------------------------------------------
Most large banks in Latin America posted positive business
trends in 2007.  Still, the previously implacable dynamism in
the retail segment has started to recede in most markets, and
although growth is still high, a slowdown to more reasonable
figures seems the most likely scenario for 2008.  In any case,
the strong earnings most financial institutions accumulated in
the first half of 2007 helped to mitigate the somewhat weaker
results posted in the second half.  They also provided a soft
lead-in to the weaker 2008 Standard & Poor's Ratings Services
expects in light of the tougher global financial scenario.  
Major rated banks in the region are in a relatively good
position to face current volatility affecting issuers'
refinancing risks.  Several planned cross-border bond-market
issuances were postponed, challenging financial institutions'
access to global markets for refinancing.  At this point,
however, most banks have access to alternative liquidity
sources, particularly in countries with highly developed
domestic capital markets such as Brazil, Chile, Mexico, and
Peru.

Last year was good for the banks in Mexico in terms of
generation of profits and growth portfolios.  Return on assets
(ROA) of 2.4% still compares well with that of other financial
systems in emerging markets.  However, the Mexican banking
system had higher provisioning requirements and poor market-
related income.  Fortunately, a stronger base of recurring
revenue has been diluting the impact of market-related income
volatility on overall ROA.  In S&P's view, the increase in
delinquencies in the consumer loan portfolio and a less-
favorable international environment are yellow lights for banks
in Mexico.

Although business trends remain positive, the Chilean financial
system has shown signs of deceleration.  In 2007, total loans
increased by 12.84%, down from 14.5% in the 12 months ended
June 30, 2007.  In the consumer segment, the deceleration has
been considerably higher: Consumer loans have increased by 7.8%,
well below the 15.5% annual growth rate reported six months
earlier.  This deceleration is the result of the combination of
the banks' decision to moderate penetration in riskier segments
and inflation threats and other political issues that have
affected consumer confidence.  Additionally, current
nonperforming loans are likely to have found a floor, with the
NPLs-to-total loans ratio stable at 0.75%.  Despite the upward
trend in interest margins caused by the increasing participation
in higher yielding segments, the system's profitability has
reduced as a result of greater provisioning efforts due to the
perception of increased risk in the banks' loan books and lower
trading gains and fee income.  During 2007, ROA reached 1.12%,
down from 1.26% during 2006.

Brazilian banks keep their good profitability by taking
advantage of the higher financial intermediation in Brazil, good
credit risk management, and continued effort on cost control.  
Despite fast expansion in the credit portfolio (28% growth in
2007) with a focus on individuals and small and midsize
companies, asset quality ratios improved.  Nonperforming loans
reached 5.6% in December 2007 compared to 6.6% in December 2006.

S&P does not expect the market volatility to affect the banks'
liquidity position.  Major funding in the system continues to
come from deposits, which grew 19% in 2007, and there is low
participation of cross-border debt maturing this year.

During 2007, Argentina's financial system continued to
consolidate the improvements achieved the previous year.
Alongside the steady growth in economic activity, lending to the
private sector continued to expand strongly (41.8%), showing
sound portfolio quality ratios (NPLs-to-total loans ratio
reached 3.2% in 2007 and 4.5% in 2006).  Such an expansion,
along with commission-based products, partly reduced the
negative impact of lower public-sector asset prices and
increased financial institution structure costs throughout the
year.  Also, deposits grew strongly in the first half of the
year.  However, in the second half of the year, deposit growth
halted due to uncertainties about the local preelection period
and turmoil in the global markets.  Notwithstanding this, the
improved local environment in early 2008 provided momentum to
renew deposit growth.

Despite Uruguay's strong economic growth during the past three
years, the financial system presented timid lending growth.  
Nevertheless, during 2007, the financial system experienced a
substantial portfolio expansion, with total loans to the
nonfinancial sector increasing almost 40% annually.  At the same
time, in line with more conservative credit policies, asset
quality continued to improve.  Growing intermediation volume and
lower funding costs partially offset the lower interest rate
environment and higher provision efforts.  Nonetheless, ROAA
slightly declined in 2007.  On the other hand, liquidity remains
strong and capitalization levels slightly improved to more
comfortable levels, providing additional cushion.

Despite the weak macroeconomic environment still partially
constraining Bolivia's economy, the financial system is
performing well.  Several key economic and vulnerability
indicators slightly improved during the past year, while
financial intermediation experienced certain dynamism.
Indicators of financial-sector soundness have shown gradual
progress during 2007, with high liquidity and an adequate
capital base.  Banks' deposits increased during 2007 (21%
annually versus 15.1% in 2006), mainly led by short-term
deposits that accounted for almost 60% of total deposits.  At
the same time, total loans grew 12.5% year over year,
accelerating from the 7.3% posted in 2006.  Nonperforming loans
continued to decline to 5.6% from 8.7% a year before, while
capitalization levels remained adequate.  The system's
profitability continued slightly but steadily improving in 2007,
recording a 1.9% ROAA, from 1.2% in 2006.  The system's
financial behavior will continue to be fully tied to the
evolution of Bolivia's economy.


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

                                      Total
                                   Shareholders    Total
                                      Equity      Assets
  Company               Ticker        (US$MM)     (US$MM)
  -------               ------    ------------   -------
Arthur Lange             ARLA3       (23.61)        52.76
Kuala                    ARTE3       (33.57)        11.86
Bombril                  BOBR3      (485.40)       428.68
Caf Brasilia             CAFE3      (909.16)        95.01
Chiarelli SA             CCHI3       (63.41)        48.09
Ceper-Inv                CEP          (7.77)       120.08
Ceper-B                  CEP/B        (7.77)       120.08
Telefonica Hldg          CITI     (1,481.31)       307.89
Telefonica Hldg          CITI5    (1,481.31)       307.89
SOC Comercial PL         COME       (751.50)       450.17
Marambaia                CTPC3        (1.38)        79.73
DTCOM-DIR To Co          DTCY3       (14.16)         9.24
Aco Altona               ESTR        (49.52)       113.90
Estrela SA               ESTR3       (62.09)       118.58
Bombril Holding          FPXE3    (1,064.31)        41.97
Fabrica Renaux           FTRX3        (5.55)       136.60
Cimob Partic SA          GAFP3       (63.56)        94.60
Gazola                   GAZ03       (43.13)        22.28
Haga                     HAGA3      (114.40)        17.96
Hercules                 HETA3      (240.65)        37.34
Doc Imbituba             IMB13       (20.49)       209.80
IMPSAT Fiber Networks    IMPTQ       (17.16)       535.01
Minupar                  MNPR3       (34.22)       158.48
Wetzel SA                MWET3       (17.32)       129.98
Nova America SA          NOVA3      (300.97)        41.80
Paranapamema SA          PMAM3       (35.74)     3,713.71
Paranapamema-PRF         PMAM4       (35.74)     3,713.71
Recrusul                 RCSL3       (59.33)        25.19
Telebras-CM RCPT         RCTB30     (163.58)       229.94
Rimet                    REEM3      (219.34)        93.47
Schlosser                SCL03       (81.35)        44.82
Tecel S Jose             SJ0S3       (13.24)        71.56
Sansuy                   SNSY3       (63.13)       235.18
Teka                     TEKA3      (331.28)       536.33
Telebras SA              TELB3      (163.58)       229.94
Telebras-CM RCPT         TELE31     (163.58)       229.94
Telebras SA              TLBRON     (163.58)       229.94
TECTOY                   TOYB3        (3.79)        38.65
TEC TOY SA-PREF          TOYB5        (3.79)        38.65
TEC TOY SA-PF B          TOYB6        (3.79)        38.65
TECTOY SA                TOYBON       (3.79)        38.65
Texteis Renaux           TXRX3      (103.01)        76.93
Varig SA                 VAGV3    (8,194.58)     2,169.10
FER C Atlant             VSPT3      (104.65)     1,975.79
Wiest                    WISA3      (140.97)        71.37


                            ***********


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

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Marie Therese V. Profetana, Sheryl Joy P. Olano,
Rizande de los Santos, and Pamella Ritah K. Jala, Editors.

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

This material is copyrighted and any commercial use, resale or
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 * * *