TCRLA_Public/080429.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 29, 2008, Vol. 9, No. 84

                            Headlines


A R G E N T I N A

ALEMANI ITALO: Proofs of Claim Verification Deadline Is May 30
ALITALIA SPA: Italy Has Until May 4 to Explain Loan, EC Rules
ARTECO CONST: Proofs of Claim Verification Is Until June 4
BANCO HIPOTECARIO: S&P Changes Outlook to Negative From Stable
BANCO PATAGONIA: S&P Revises Outlook to Negative After Argentina

COMESA SA: Proofs of Claim Verification Deadline is June 24
CRATEC SRL: Proofs of Claim Verification Is Until July 10
GUACAMOLE COMPANY: Proofs of Claim Verification Is Until June 6
IMMSA SA: Trustee to Verify Proofs of Claim Until June 17
MASTERING SA: Files for Reorganization in Buenos Aires Court

RISK METHODS: Files for Reorganization in Buenos Aires Court
SUMMIT GROUP: Trustee to Verify Proofs of Claim Until June 4
TYSON FOODS: R. Bond Supports Petition to Lessen Ethanol Mandate
* ARGENTINA: S&P Revises Outlook as Economic Minister Resigns
* BUENOS AIRES: S&P Shifts Outlook Along With Argentine Ratings

* MENDOZA PROVINCE: S&P Changes B+ Rating Outlook to Negative


B E R M U D A

IPC HOLDINGS: Net Income Up 13% to US$86.8 Mil. in 1st Qtr. 2008
SEA CONTAINERS: Fails to Submit Plan by Filing Deadline
SEA CONTAINERS: SCSL Panel Asks Documents on Pension Dispute
SHIPPING INTEREST: Proofs of Claim Filing Deadline Is May 8
SHIPPING INTEREST: Sets Final Shareholders Meeting for May 26

UNOCAL KRUENG: Proofs of Claim Filing Is Until May 7
UNOCAL KRUENG: Sets Final Shareholders Meeting for May 26


B R A Z I L

BANCO CRUZEIRO: Moody's Rates New Short Term Note Program at Ba1
BANCO CRUZEIRO: Sells US$110 Million Two-Year Bonds
BANCO GMAC: Moody's Affirms B1 Global Currency Deposit Ratings
BRASIL TELECOM: Telemar to Buy Invitel SA for US$3.5 Billion
BRASKEM SA: Opens Polypropylene Production Plant in Paulinia

COSAN SA: ExxonMobil Deal Cues Moody's Rating Review
EMBRATEL PARTICIPACOES: Gets Anatel's Okay for Satellite Paid TV
GENERAL MOTORS: Moody's Holds B3 Rating, Changes Outlook to Neg.
GENERAL MOTORS: GMAC and ResCap Downgrades Cue S&P's Neg. Watch
GERDAU SA: Primary Share Offering in Bovespa Brings in BRL2.65B

GOL LINHAS: Releases Corporate Responsibility Report for 2007
PARANA BANCO: First Qtr. Profit Up 132% to BRL23.6 Mil. in 2008
PRIDE INT'L: BOD's Actions May Cue Seadrill's Buyout, Fitch Says
UAL CORP: Continental Airlines Chooses Not to Merge with United
UAL CORP: Begins Merger Discussions with US Airways


C A Y M A N  I S L A N D S

BANK INTERNASIONAL: Reports IDR197.86 Billion 1Q Net Profit
BELAY OFFSHORE: Will Hold Final Shareholders Meeting on May 2
FY FUNDING: Sets Final Shareholders Meeting for May 1
JUST FOREX: Final Shareholders Meeting Is on May 1
LVHN ASSURANCE: Sets Final Shareholders Meeting for May 1

ML ELKHORN: Final Shareholders Meeting Is on May 2
SOLARIS CAPITAL: Will Hold Final Shareholders Meeting on May 1
SPENCER HOUSE: Final Shareholders Meeting Is on May 1
SPENCER HOUSE CAPITAL: Sets Final Shareholders Meeting for May 1
THE CL BRAZIL: Sets Final Shareholders Meeting for May 1

WESKAT LIMITED: Proofs of Claim Filing Deadline Is Until May 2


C O S T A  R I C A


US AIRWAYS: Begins Merger Discussions with United Airlines


D O M I N I C A N   R E P U B L I C

AMERICAN AIRLINES: Won't Charge US$25 on Extra Luggage


J A M A I C A

CASH PLUS: Has US$15 Million Unclaimed Deposits, Report Says
NAT'L COMMERCIAL: Court to Rule on Olint Account Closure
NATIONAL COMMERCIAL: Profit Increases 44% in First Six Months


M E X I C O

ALESTRA: Turnarounds With Net Income of MXN188 Million in 2007
ASARCO: Grupo Mexico to Submit Reorganization Plan for ASARCO
CONTINENTAL AIRLINES: Chooses Not to Merge With United Air Lines
DESARROLLADORA HOMEX: Equity International Sells 11 Mil. Shares
DIOMED HOLDINGS: Can Use Cash Collateral on Interim Basis

DIOMED HOLDINGS: Seeks Court OK to Sell Assets to AngioDynamics
DIOMED HOLDINGS: Selects Fladgate LLP as U.K. Legal Counsel
FIAT SPA: Earns EUR427 Million in First Quarter of 2008
FRONTIER AIRLINES: Taps Faegre & Benson as Special Counsel
RESIDENTIAL CAPITAL: Taps T. Marano as Non-Exec Board Chairman

RESIDENTIAL CAP: S&P Junks Ratings on Board Members' Stepdown
SHARPER IMAGE: Chooses to Pursue Sale of Business and Assets
SR TELECOM: Changes Name to SRX Post After Acquisition
WENDY'S INTERNATIONAL: Inks US$2BB Buyout Deal with Triarc Cos.
WENDY'S INT'L: Triarc Deal Prompts Moody's 'Ba3' Rating Reviews

WENDY'S INT'L: Triarc Deal Cues S&P's Negative Watch


P U E R T O  R I C O

GAMESTOP: Moody's Lifts Ba2 Ratings to Ba1 on Strong Performance
HORIZON LINES: Net Income Drops to US$2.1MM in 1st Quarter 2008
MICRON TECH: Inks New DRAM Joint Venture With Nanya Technology
MICRON TECH: Moody's Holds Ba3 Corporate Family Rating
MUSICLAND HOLDING: Ct. Awards Professionals US$10M Final Payment

R&G FINANCIAL: Board Suspends Preferred Stock Dividend Payments


V E N E Z U E L A

PETROLEOS DE VENEZUELA: Corocoro Begins Production


X X X X X X

* Brazil, Chile & Peru Make S&P's Potential Rising Stars List
* Large Companies With Insolvent Balance Sheet


                         - - - - -


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

ALEMANI ITALO: Proofs of Claim Verification Deadline Is May 30
--------------------------------------------------------------
Gustavo H. Scocco, the court-appointed trustee for Alemani
Italo, Riba Jorge y Otros S.H.'s bankruptcy proceeding, will be
verifying creditors' proofs of claim until May 30, 2008.

Mr. Scocco will present the validated claims in court as
individual reports on July 24, 2008.  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 Alemani Italo 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 Alemani Italo's
accounting and banking records will be submitted in court on
Sept. 4, 2008.

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

The debtor can be reached at:

           Alemani Italo, Riba Jorge y Otros S.H."
           Bv. 25 de Mayo 1566, San Francisco
           Cordoba, Argentina

The trustee can be reached at:

           Gustavo H. Scocco
           Pje. Newton 1879, San Francisco
           Cordoba, Argentina


ALITALIA SPA: Italy Has Until May 4 to Explain Loan, EC Rules
-------------------------------------------------------------
The European Commission gave the Italian government until
May 4, 2008, to reply on concerns whether its planned
EUR300 million loan to Alitalia S.p.A. breaks the European Union
rule on state aid, Matthew Newman writes for Bloomberg News.

As reported in the TCR-Europe on April 24, 2008, the Commission
said it would review the financing to Alitalia.  Under EU's "one
time, last time" principle, a company beneficiary of a state aid
cannot receive additional rescue or restructuring funding within
10 years since its accepted financial assistance.  Alitalia
cannot receive further aid until 2011, since it took fiscal
assistance in 2001.

According to Bloomberg News, Italy needs to prove that the loan
was offered on commercial terms to gain approval from the
Commission.  Alitalia may face months-long probe over the
legality of the loan, which may further cramp Italy's efforts to
sell its 49.9% stake in the national carrier.

As reported in the TCR-Europe on April 25, 2008, Ryanair Plc
said it will file a suit at the European Commission against the
EUR300-million bridging loan granted to Alitalia.

Italy said it would respond to the Commission's query within the
deadline, Bloomberg News relates.

                         About Alitalia

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

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

Italian Finance Minister Tommaso Padoa-Schioppa had said that if
the sale to Air France fails, Alitalia may seek protection from
creditors and the government would appoint a special
commissioner to initiate bankruptcy proceedings.


ARTECO CONST: Proofs of Claim Verification Is Until June 4
----------------------------------------------------------
Aldo Emilio Cambiasso, the court-appointed trustee for Arteco
Const. S.A.'s bankruptcy proceeding, will be verifying
creditors' proofs of claim until June 4, 2008.

Mr. Cambiasso will present the validated claims in court as
individual reports on July 18, 2008.  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 Arteco Const. 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 Arteco Const.'s
accounting and banking records will be submitted in court on
Sept. 15, 2008.

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

The trustee can be reached at:

           Aldo Emilio Cambiasso
           Cerrito 1070
           Buenos Aires, Argentina


BANCO HIPOTECARIO: S&P Changes Outlook to Negative From Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Banco
Hipotecario S.A. and Banco Patagonia S.A. to negative from
stable, following a similar rating action on the global scale
ratings on the Republic of Argentina.  The long-term
counterparty credit ratings on both banks are still 'B+', the
same as the sovereign ratings.
     
The Argentine financial system currently enjoys ample liquidity
and has shown strong positive business and financial trends in
the past few years.  "The outlook revisions reflect the growing
uncertainty in the domestic environment as a result of a
government management style that exacerbates political and
social tensions and may eventually deteriorate governability and
curtail local investors' confidence," said S&P's credit analyst
Carina Lopez.  In this context, S&P will continue to monitor
Argentine banks' financial condition closely.  At this point, a
downgrade of the sovereign will result in a lower rating for
Argentine financial institutions.  A revision to stable of the
outlook on the sovereign ratings will trigger a similar rating
action on the country's banks.
    
The government's rejection of corrective policies for the
country's overheating economy and further challenges in the
nation's political dynamic following the resignation of Martin
Lousteau prompted the negative outlook on the sovereign ratings.  
Rising inflation expectations and distortions in the economy
through price controls, subsidies, and regulation will hurt
growth prospects now that Argentina's output gap has narrowed.  
Less growth could erode the government's popularity, which is
already a challenge for the administration.  Any material fiscal
deterioration that results could lead to a downgrade of
Argentina.  Conversely, if Cristina Fernandez's new government
adjusts the policy mix to redress the overheated economy, the
outlook would revert to stable.

Headquartered in Buenos Aires, Argentina, Banco Hipotecario SA
-- http://www.hipotecario.com.ar-- is an Argentinean commercial  
bank and specialty mortgage provider.  Banco Hipotecario'
business lines include credit lines for consumers, short-term
financing for exporting companies, factoring services, deposit
accounts, purchase and sale of foreign currency, custodial
services, safe deposit box rentals, payroll bank accounts,
securities brokerage services and sales of insurance through
authorized agents and companies.  The bank launched this new
series of products and services as an alternative to its
mortgage loans business, which as a result of the economic
crisis, came to a temporary halt in 2002.  In late 2003, and in
the light of the favorable trends shown by economic variables,
Banco Hipotecario started to offer new housing mortgage loans.  
The bank's subsidiaries consist of BHN Sociedad de Inversion
Sociedad Anonima.


BANCO PATAGONIA: S&P Revises Outlook to Negative After Argentina
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Banco
Hipotecario S.A. and Banco Patagonia S.A. to negative from
stable, following a similar rating action on the global scale
ratings on the Republic of Argentina.  The long-term
counterparty credit ratings on both banks are still 'B+', the
same as the sovereign ratings.
     
The Argentine financial system currently enjoys ample liquidity
and has shown strong positive business and financial trends in
the past few years.  "The outlook revisions reflect the growing
uncertainty in the domestic environment as a result of a
government management style that exacerbates political and
social tensions and may eventually deteriorate governability and
curtail local investors' confidence," said S&P's credit analyst
Carina Lopez.  In this context, S&P will continue to monitor
Argentine banks' financial condition closely.  At this point, a
downgrade of the sovereign will result in a lower rating for
Argentine financial institutions.  A revision to stable of the
outlook on the sovereign ratings will trigger a similar rating
action on the country's banks.
    
The government's rejection of corrective policies for the
country's overheating economy and further challenges in the
nation's political dynamic following the resignation of Martin
Lousteau prompted the negative outlook on the sovereign ratings.  
Rising inflation expectations and distortions in the economy
through price controls, subsidies, and regulation will hurt
growth prospects now that Argentina's output gap has narrowed.  
Less growth could erode the government's popularity, which is
already a challenge for the administration.  Any material fiscal
deterioration that results could lead to a downgrade of
Argentina.  Conversely, if Cristina Fernandez's new government
adjusts the policy mix to redress the overheated economy, the
outlook would revert to stable.

Banco Patagonia specializes in public offerings of
securitizations.  It became Argentina's fifth largest locally
owned private bank through its purchase of Lloyds TSB Argentina
in late 2004.  The bank operates through 139 branches and has
202 ATM machines.


COMESA SA: Proofs of Claim Verification Deadline is June 24
-----------------------------------------------------------
Bernardino Margolis, the court-appointed trustee for Comesa SA's
bankruptcy proceeding, will be verifying creditors' proofs of
claim until June 24, 2008.

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

Infobae didn't state the reports submission deadlines.

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

The debtor can be reached at:

           Comesa SA
           Esmeralda 1075
           Buenos Aires, Argentina

The trustee can be reached at:

           Bernardino Margolis
           Parana 426
           Buenos Aires, Argentina


CRATEC SRL: Proofs of Claim Verification Is Until July 10
---------------------------------------------------------
Ricardo Adolfo Bertoglio, the court-appointed trustee for Cratec
S.R.L.'s bankruptcy proceeding, will be verifying creditors'
proofs of claim until July 10, 2008.

Mr. Bertoglio will present the validated claims in court as
individual reports on Sept. 4, 2008.  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 Cratec and its creditors.

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

A general report that contains an audit of Cratec's accounting
and banking records will be submitted in court on Oct. 16, 2008.

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

The trustee can be reached at:

           Ricardo Adolfo Bertoglio
           Lavalle 1537
           Buenos Aires, Argentina


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

Mr. Arias will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance 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 Guacamole
Company and its creditors.

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

A general report that contains an audit of Guacamole Company's
accounting and banking records will be submitted in court.

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

The trustee can be reached at:

           Oscar Alfredo Arias
           Carlos Pellegrini 1063
           Buenos Aires, Argentina


IMMSA SA: Trustee to Verify Proofs of Claim Until June 17
---------------------------------------------------------
Julio Salaberry, the court-appointed trustee for Immsa SA's
reorganization proceeding, will be verifying creditors' proofs  
of claim until June 17, 2008.

Mr. Salaberry will present the validated claims in court as  
individual reports.  The National Commercial Court of First  
Instance No. 26 in Buenos Aires, with the assistance of Clerk  
No. 51, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by Immsa 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 Immsa's accounting  
and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

Creditors will vote to ratify the completed settlement plan  
during the assembly on Feb. 16, 2009.

The debtor can be reached at:

        Immsa SA
        Alsina 2143
        Buenos Aires, Argentina

The trustee can be reached at:

        Julio Salaberry
        Uruguay 766
        Buenos Aires, Argentina


MASTERING SA: Files for Reorganization in Buenos Aires Court
------------------------------------------------------------
Mastering SA has requested for reorganization approval after
failing to pay its liabilities since April 23, 2008.

The reorganization petition, once approved by the court, will
allow Mastering 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. 4 in Buenos Aires.  Clerk No. 7 assists the court
in this case.

The debtor can be reached at:

                     Mastering SA
                     Alicia Moreau de Justo 850
                     Buenos  Aires, Argentina


RISK METHODS: Files for Reorganization in Buenos Aires Court
------------------------------------------------------------
Risk Methods Argentina SA has requested for reorganization
approval after failing to pay its liabilities since
May 30, 2007.

The reorganization petition, once approved by the court, will
allow Risk Methods 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:

                     Risk Methods Argentina SA
                     San Martín 50
                     Buenos Aires, Argentina


SUMMIT GROUP: Trustee to Verify Proofs of Claim Until June 4
------------------------------------------------------------
Amalia Mild, the court-appointed trustee for Summit Group
Corporation S.A.'s reorganization proceeding, will be verifying
creditors' proofs of claim until June 4, 2008.

Ms. Mild will present the validated claims in court as  
individual reports on July 17, 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 Summit Group 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 Summit Group's
accounting and banking records will be submitted in court on
Sept. 11, 2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on April 24, 2009.

The trustee can be reached at:

        Amalia Mild
        Lavalle 2024
        Buenos Aires, Argentina


TYSON FOODS: R. Bond Supports Petition to Lessen Ethanol Mandate
----------------------------------------------------------------
Tyson Foods Inc. President and CEO Richard L. Bond has issued a
statement in response to Texas Governor Rick Perry's request for
a 50 percent waiver from the federal renewable fuel standard
(RFS) mandate for ethanol produced from grain:

"We applaud Governor Perry for his decision to petition the EPA
for a partial waiver from the ethanol mandate.  Something has to
be done to address corn-based ethanol's detrimental impact on
food prices and this is a good first step."

"As a major employer in Texas, with more than 10,000 Team
Members, we appreciate Governor Perry's efforts and hope other
states will follow his lead.  In addition, we hope Congress will
also do the right thing by removing the tariff on imported,
sugar-based ethanol and by reducing or eliminating the 51 cent
per gallon federal tax credit for ethanol produced from corn in
the U.S."

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.


* ARGENTINA: S&P Revises Outlook as Economic Minister Resigns
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on its sovereign credit ratings on the Republic of
Argentina to negative from stable and affirmed its 'B+' long-
and 'B' short-term ratings on the republic.  The negative
outlook reflects the government's rejection of policies to
correct the country's overheating economy, signaled by the
resignation of Economic Minister Martin Lousteau.
     
S&P expects current policy to increase the likelihood of
continued acceleration in inflation, which could both fray
social cohesion and lead to additional direct governmental
interventions in the economy.  Inflation expectations reached
32% for the next 12 months.  Although strong economic activity
matched with rising inflation and export taxes helped support
fiscal accounts, yielding a forecasted primary surplus of 3.3%
to 3.8% of GDP in 2008, wage pressures, subsidies, and the
continued dispute with the agricultural sector will challenge
fiscal policy over the next 18-24 months.  Any reversal of the
favorable terms of trade that Argentina has enjoyed for five
years would hurt the fiscal outturn and lower the projected 2.8%
of GDP current account surplus for 2008.

                            Outlook

The negative outlook indicates that downside risk to the ratings
on Argentina now predominates.  Rising inflation expectations
and distortions in the economy through price controls,
subsidies, and regulation will hurt growth prospects now that
Argentina's output gap has narrowed.  Lower growth could erode
the government's popularity, which already presents a challenge
for the administration.  Any material fiscal deterioration that
ensues as a result could lead to a lowering of the ratings.  
Conversely, if President Cristina Fernandez's new government
adjusts the policy mix to redress the overheated economy, the
outlook would revert to stable.  

Ratings Affirmed:

Argentina, Republic of:

  -- Senior Unsecured US$500 million 7%  BONAR ser VII due Sept.
     12, 2013: B+, Recovery Rating: 4                  
  -- US$3.088 billion 8.28%  capitalized bonds due Dec. 31,
     2033:  B+, Recovery Rating: 4                  

  -- US$1.249 billion step up bonds due 12/31/2038: B+, Recovery
     Rating: 4                  

  -- US$5.313 billion step up bonds due 12/31/2038: B+, Recovery
     Rating: 4                       

  -- US$566 million capitalized bonds due Dec. 31, 2033: B+,
     Recovery Rating: 4                       

  -- ?5 billion 4.33%  capitalized bonds due Dec. 31, 2033:  B+,
     Recovery Rating: 4                        

  -- US$1.5 billion 7%  bonds due March 28, 2011: B+, Recovery
     Rating: 4                                         

  -- EUR2.3 billion 7.82%  capitalized bonds due Dec. 31, 2033:
     B+, Recovery Rating: 4

  -- US$14.961 billion fltg rate BODENs 2012 bonds due Aug. 3,
     2012: B+, Recovery Rating: 4                 

  -- ?21 billion step up bonds due December 2038: B+, Recovery
     Rating: 4                 

  -- US$14.124 billion fltg rate Boden2012 libor-linked bonds
     due Aug. 3, 2012: B+, Recovery Rating: 4                 

  -- US$646.783 million fltg rate libor-linked bonds due April
     30, 2013: B+, Recovery Rating: 4                        

  -- EUR5.1 billion step up bonds due Dec. 31, 2038: B+,
     Recovery Rating: 4

  -- US$631.65 million 7% bonds due Oct. 3, 2015: B+, Recovery
     Rating: 4                                             

Transfer & Convertibility Assessment:

  -- Local Currency: BB                 

Ratings Affirmed; CreditWatch/Outlook Action:

  Argentina, Republic of          To                 From
--------------------------------------------------------------
Sovereign Credit Rating      B+/Negative/B      B+/Stable/B
Argentine Rating Scale       raAA/Negative/--   raAA/Stable/--
     
According to S&P's credit analyst Sebastian Briozzo, the current
policy mix increases the likelihood that inflation continues to
accelerate, which will fray social cohesion and could lead to
additional direct governmental interventions in the economy.  
Inflation expectations are 32% for the next 12 months.  
     
"Although strong economic activity, rising inflation, and export
taxes have helped support the fiscal accounts, yielding a
forecasted primary surplus of 3.3% to 3.8% of GDP in 2008, wage
pressures, subsidies, and the continued dispute with the
agricultural sector will challenge fiscal policy over the next
18 to 24 months," said Mr. Briozzo.  "Any reversal of the
favorable terms of trade that Argentina has enjoyed for five
years would hurt the fiscal outturn and lower the projected 2.8%
of GDP current account surplus for 2008."
     
Mr. Briozzo explained that the negative outlook indicates that
downside risk to Argentina's ratings now predominates. Rising
inflation expectations and distortions in the economy through
price controls, subsidies, and regulation will hurt growth
prospects now that Argentina's output gap has narrowed.
     
"Lower growth could erode the government's popularity, which
already presents a challenge for the administration.  Any
material fiscal deterioration that ensues as a result could lead
to a lowering of the ratings on Argentina.  Conversely, if
President Cristina Fernandez's new government adjusts the policy
mix to redress the overheated economy, the outlook would revert
to stable," Mr. Briozzo concluded.


* BUENOS AIRES: S&P Shifts Outlook Along With Argentine Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on
its 'B+' global scale rating on the City of Buenos Aires,
Republic of Argentina, to stable from positive, in tandem with
the outlook revision on its ratings on Argentina to negative
from positive.  The action reflects the close linkage between
the sovereign and different levels of government in Argentina.
     
At the same time, S&P affirmed its 'B+' long-term foreign and
local currency ratings on the city.  S&P also affirmed its
'raAA' national scale rating on the City of Buenos Aires, and
revised its outlook on the rating to stable from positive.
     
"In contrast to other Argentinean local governments, the outlook
on the City of Buenos Aires is stable, reflecting the city's
privileged position in terms of both its financial flexibility
and debt level," said S&P's credit analyst Sebastian Briozzo.


* MENDOZA PROVINCE: S&P Changes B+ Rating Outlook to Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on
its 'B+' global scale rating on the Province of Mendoza,
Republic of Argentina, to negative from stable in tandem with
the outlook revision on its ratings on Argentina to negative
from stable.  This action reflects the close linkage between the
sovereign and the provinces in Argentina.
     
At the same time, S&P affirmed its 'B+' long-term foreign and
local currency ratings on the province.  S&P also affirmed its
'raAA' national scale rating on the province and revised its
outlook on the rating to negative from stable.



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

IPC HOLDINGS: Net Income Up 13% to US$86.8 Mil. in 1st Qtr. 2008
----------------------------------------------------------------
IPC Holdings Ltd. posted a net income of US$86.8 million in the
first quarter of 2008, up 13% from that booked in the same
quarter in 2007, Jonathan Kent of the Royal Gazette reports.

According to the report, the company's 2008 first quarter losses
included a US$14.5 million pay-out in connection with the Alon
Refinery explosion in Texas, which is far lessser when compared
to 2006's US$50 million reserve established for windstorm
Kyrill.

IPC President and Chief Executive Officer Jim Bryce disclosed
that the first quarter this year had been active in terms of
catastrophe losses including windstorm Emma in Europe, cyclones
in Australia, and tornado and freeze losses in the U.S., the
report says.  "However, despite this increase in frequency, it
has still been relatively quiet for IPC, because most of the
catastrophe events were contained within our clients'
retentions, and our main per-risk exposure is energy related,"
the report quotes Mr. Bryce as saying.

Mr. Bryce told the Royal Gazette that the company's board of
directors authorized a US$300 million share repurchase in
February this year, and to date has completed one third.
"This was in addition to the US$200 million authorization that
was mostly utilized in 2007, and completed during the first
quarter of 2008," the Gazette cites Mr. Bryce.

The report shows the company received no dividends from its
investment in a fund of hedge funds in the first three months
this year, compared to the US$7.9 million received in 2007.

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.


SEA CONTAINERS: Fails to Submit Plan by Filing Deadline
-------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates did not deliver
their Chapter 11 plan of reorganization to Honorable Kevin J.
Carey of the U.S. Bankruptcy Court for the District of Delaware
by the April 15, 2008 deadline.

Judge Carey, on Feb. 25, 2008, granted the Debtors' fifth -- and
last -- request to further extend their exclusive periods to
file a plan through April 15, 2008, and to solicit acceptances
of that plan through June 16.

The Debtors have previously noted that obtaining approval of
their settlement with the Official Committee of Unsecured
Creditors for Sea Containers Services Ltd. and the Pension
Trustees with respect to their pension scheme liabilities is a
prerequisite to filing a Chapter 11 plan.  

"[R]esolving the Debtors' pension scheme liabilities [is] a task
that must be completed before a viable Plan can be presented to
the Court," counsel for the Debtors, Edmon L. Morton, Esq., at
Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
had said.

A hearing on the approval of the Pension Settlement is scheduled
on May 28 and 29, 2008.

In addition, Mr. Morton had noted that the Debtors and the GE
affiliates involved in GE SeaCo are working to resolve certain
open issues relating to GE SeaCo, which resolution will factor
in and foster a consensual Plan.

                       About Sea Containers

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

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

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

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

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
US$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No.
40; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: SCSL Panel Asks Documents on Pension Dispute
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sea Containers
Services Ltd. asks the Honorable Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware to compel the
Official Committee of Unsecured Creditors of Sea Containers Ltd.
to produce documents that have been withheld on the basis of the
common interest privileges between the SCL Committee and the DIP
Lenders or the Bondholders.

As previously reported, the Debtors asked the Court to approve
the pension scheme agreement between them and the trustees of
the two main Sea Containers Pension Schemes to agree on the
amount of their claims against the Sea Containers estate.

As a result of extensive negotiations that commenced prior to
the bankruptcy filing and have continued throughout these
Chapter 11 cases, the Debtors, their Official Committee of
Unsecured Creditors, and the Trustees agreed to the Settlement
under which the Schemes' claims against the Debtors are fully
resolved.

The SCSL Committee's Document Requests seek to obtain from the
SCL Committee various categories of documents directly relevant
to the issues raised by its objection to the Settlement,
including:

  -- documents relating to the SCL Committee's evaluation and
     analysis of the Pension Schemes' claims;

  -- documents concerning communications between the SCL
     Committee and the Debtors or their creditors about:

     * the Pension Schemes' claims;

     * the SCL Committee's contention that the Pension Schemes
       and the SCSL Committee violated the automatic stay; and

     * set-off rights between the Debtors; and

  -- documents relating to the grounds raised in the objection
     to the Pension Schemes' proofs of claim filed by the SCL
     Committee.

Mr. Stratton says the SCL Committee has not produced, and does
not intend to produce, a privilege log for the documents
withheld based on the common interest privileges it asserted.  
Although the parties did agree that privilege logs need not be
produced for documents withheld based on the attorney-client
privilege or attorney-work product doctrine, reflecting
communications between the committees and their members and
advisors, no agreement was reached with respect to documents
withheld based on a common interest privilege, he continues.

                  Dispute on Common Interests

David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, argues that the SCL Committee's assertion that it has
a "common interest" privilege with respect to all communications
between the SCL Committee and two groups of creditors, the DIP
Lenders, and a group of unsecured bondholders represented by
Kramer Levin Naftalis & Frankel LLP, is not supported by law.

Mr. Stratton tells Judge Carey that there is no common interest
between the DIP Lenders and the SCL Committee.  He asserts that
the interests of the DIP Lenders, by virtue of their position,
differ significantly from, and potentially conflict with, the
interests of unsecured creditors.  He notes that it was this
divergence in interest that led the U.S. Trustee to remove
certain noteholders, who became DIP Lenders, from the original
SCL Committee.  Hence, he points out, the SCL Committee cannot
withhold communications with the DIP Lenders under the guise of
a "common interest" privilege.

Although the SCL Committee and the Bondholders may share a
common commercial interest, that interest alone is insufficient
to give rise to a common interest privilege, Mr. Stratton
argues.  He contends that the SCL Committee cannot demonstrate
that it shares a common legal interest with the Bondholders in
opposing the Debtors' request to approve the settlement
regarding the pension claims.

As a result of the expansive privileges asserted by the SCL
Committee, its entire document production consists of seven
documents, a number of which are duplicates, totaling eleven
pages in the aggregate, Mr. Stratton tells the Court.  He notes
that the SCSL Committee, the Sea Containers 1983 Pension Scheme
and the Sea Containers 1990 Pension Scheme have produced more
than 20,000 pages of documents in response to the SCL
Committee's discovery requests.

                           Objections

A. SCL Committee

The SCL Committee tells Judge Carey that the SCSL Committee's
document requests seek to compel disclosure of communications
among the SCL Committee, creditors and DIP Lenders concerning:

  -- the claims asserted by the Pension Schemes;

  -- whether the SCSL Committee acted in violation of the
     automatic stay in taking steps to procure the Pension
     Claims;

  -- the Debtors' request to approve the Settlement; and

  -- any settlement discussions regarding the Pension Claims.

William  H. Sudell, Jr., Esq., at Morris, Nichols, Arsht &
Tunnell LLP, in Wilmington, Delaware, says the SCL Committee is
stranger to the Settlement and the request to approve the
Settlement because it played no part in the facts and
circumstances that form the basis for the Pension Claims and
equalization matters that were resolved in the Settlement.  
Hence, he asserts, there is no historical fact that the SCL
Committee could provide documents that would be in any way
relevant in evaluating the issues presented by the Settlement.

Mr. Sudell contends that the communications among the SCL
Committee, certain creditors, and the DIP Lenders, that the SCSL
Committee seeks to compel took place in aid of a common interest
arising in connection with litigation -- resisting the dilutive
effect on creditors of allowance of the Pension Claims in an
inflated amount.  He notes that the communications necessarily
took place in the conduct of SCL Committee's duties as an
official committee.

The communications are irrelevant to the facts that would
determine the merits of the Settlement Request, and are
protected by the common-interest privilege, Mr. Suddell argues.  
He adds that the disclosure of the communications would chill
the:

  -- SCL Committee from carrying its function,

  -- creditors from obtaining the benefit of the official
     committee, and

  -- inhibit the orderly plan process.  

Hence, the SCL Committee asks the Court to deny the request to
compel.

B. Bondholders

Bondholders Contrarian Capital Advisors, LLC; J.P. Morgan
Securities Inc.; Credit Trading Group; Post Advisory Group, LLC;
Trilogy Capital LLC; and Varde Investment Partners, L.P.; say
that while they are not aware of the specific documents the SCL
Committee has withheld pursuant to the common interest
privilege, there can be little debate that the privilege applies
to communications between the SCL Committee and the Bondholders,
and their counsel and advisors.

The Bondholders inform the Court that they have had numerous
detailed communications concerning the legal merits of the
Pension Claims and the Settlement Request, as well as strategy
and tactics related to the SCL Committee's litigation against
both.  They relate that included in their communications are the
objectives and interests of the Bondholders and the SCL
Committee.  Hence, the Bondholders point out that their
privileged communications with the SCL Committee fall squarely
within the common interest privilege.

The Bondholders also argue that they share a common legal
interest with the SCL Committee in assuring that the allowed
amount of the Pension Claims conforms to all applicable legal
requirements, and in challenging a Settlement, which fails to
reasonably reflect those requirements.  Accordingly, the
Bondholders ask the Court to deny SCSL Committee's request.

C. Mariner Investment Group

Mariner Investment Group Inc., one of the DIP Lenders, joins and
supports the SCL Committee's objection to the request.  Mariner
objects to the document production request as it relates to
communications between Mariner Investment and the SCL Committee
concerning the Pension Claims.

Janet M. Weiss, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, contends that communications with Mariner Investment could
not possibly have any bearing on approval of the Pension
Settlement because it has not filed any objection or other
pleadings in connection with the settlement.  She adds that the
request is not, by any stretch, "reasonably calculated to lead
to the discovery of admissible evidence," pursuant to Rule
26(b)(1) of the Federal Rules of Civil Procedure.

"The [SCSL] Committee's request for communications between
Mariner and the SCL Committee is merely a litigation tactic
designed to chill open discussions between Mariner and the SCL
Committee, which is representing Mariner's substantial interests
as a bondholder," Ms. Weiss points out.

Ms. Weiss further argues that the request, which is specifically
aimed at the DIP Lenders is "nothing more than an intimidation
tactic," which creates wasteful expense and harms to the
bankruptcy estates.  Hence, Mariner Investment asks the Court to
limit the scope of the SCSL Committee's discovery to exclude
documents reflecting any communications with the DIP Lenders
relating to the Pension Claims.

                      About Sea Containers

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

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

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

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

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

The Debtors were not able to file a Chapter 11 plan of
reorganization on April 15, 2008.  (Sea Containers Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SHIPPING INTEREST: Proofs of Claim Filing Deadline Is May 8
-----------------------------------------------------------
Shipping Interest Trustees Limited's creditors are given until
May 8, 2008, to prove their claims to Willem van der Vorm, 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.

Shipping Interest's shareholders agreed on April 18, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

      Willem van der Vorm
      c/o The Liquidation Department
      Conyers Dill & Pearman, Clarendon House
      2 Church Street, Hamilton, HM 11, Bermuda


SHIPPING INTEREST: Sets Final Shareholders Meeting for May 26
-------------------------------------------------------------
Shipping Interest Trustees Limited will hold its final general
meeting on May 26, 2008, at 9:30 a.m. at Messrs. Conyers Dill &
Pearman, Clarendon House, Church Street, Hamilton, Bermuda.

These matters will be taken up during the meeting:

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

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

   -- passing of a resolution dissolving the
      company.

Shipping Interest's shareholders agreed on April 18, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

      Willem van der Vorm
      c/o The Liquidation Department
      Conyers Dill & Pearman, Clarendon House
      2 Church Street, Hamilton, HM 11, Bermuda


UNOCAL KRUENG: Proofs of Claim Filing Is Until May 7
----------------------------------------------------
Unocal Krueng Mane, Ltd.'s creditors are given until
May 7, 2008, to prove their claims to Gary R. Pitman, 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.

Unocal Krueng's shareholder decided on April 18, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

      Gary R. Pitman
      Chevron House, 11 Church Street
      Hamilton, HM DX, Bermuda


UNOCAL KRUENG: Sets Final Shareholders Meeting for May 26
---------------------------------------------------------
Unocal Krueng Mane, Ltd., will hold its final general meeting on
May 26, 2008, at 9:30 a.m. at Chevron House, Church Street,
Hamilton, Bermuda.

These matters will be taken up during the meeting:

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

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

   -- passing of a resolution dissolving the
      company.

Unocal Krueng's shareholder decided on April 18, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

      Gary R. Pitman
      Chevron House, 11 Church Street
      Hamilton, HM DX, Bermuda



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

BANCO CRUZEIRO: Moody's Rates New Short Term Note Program at Ba1
----------------------------------------------------------------
Moody's Investors Service assigned long and short-term foreign
currency ratings of Ba1 and not prime, respectively, to Banco
Cruzeiro do Sul S.A.'s new US$1,000,000,000 Short Term Note
Program.  At the same time, Moody's assigned a Ba1 rating to the
first tranche issued under the program in the amount of
US$110,000,000 of two-year senior unsecured notes due in April
2010.  The rating outlook is stable.

Moody's noted that Banco Cruzeiro's foreign currency debt
ratings remain unconstrained by Brazil's country ceiling.

These ratings were assigned to Banco Cruzeiro do Sul S.A.:

   -- US$1,000,000,000 Global Short Term Note Program: Ba1 and
      not prime long and short-term foreign-currency debt
      ratings, stable outlook.

   -- US$110,000,000 Senior Unsecured Notes: Ba1 long-term
      foreign currency debt rating, stable outlook.

Banco Cruzeiro do Sul S.A had unconsolidated assets of BRL4,310
million and equity of BRL1,047.6 million as of Dec. 31, 2007.

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


BANCO CRUZEIRO: Sells US$110 Million Two-Year Bonds
---------------------------------------------------
Business News Americas reports that Banco Cruzeiro do Sul SA has
sold US$110 million of two-year bonds, which are part of a
US$1 billion short-term note program.

According to BNamericas, Banco do Cruzeiro last issued
US$100 million in eurobonds in February 2008.

Banco Cruzeiro's net profit rose 472% to BRL236 million in 2007,
compared to 2006.  It increased lending by 147% to
BRL3.29 billion.  The bank's assets totaled BRL4.31 billion last
year, BNqamericas states.

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

                           *     *     *

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


BANCO GMAC: Moody's Affirms B1 Global Currency Deposit Ratings
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings assigned to
Banco GMAC S.A:

   -- the bank financial strength rating of E+;

   -- the B1 for both global local-currency and foreign-currency
      deposits; and

   -- the Baa1.br/BR-2 for national scale deposits in Brazil.

The outlook remains negative for all ratings, except for the
BFSR, which outlook is stable.

The affirmation of Banco GMAC's ratings follows the rating
actions taken on parent GMAC LLC, on April 23, 2008.

The latest rating downgrades at the parental level, started in
November 2007, have not hurt the local bank's financial
condition, which continues to present a satisfactory financial
performance on the back of a favorable economic environment and
strong auto-finance growth.

The E+ BFSR mainly reflects the bank's adequate financials and
its niche market operations, as well as Moody's continued
concern regarding the financial weakness of its ultimate parent
GMAC LLC.  As a captive finance company, however, the BFSR is
also affected by its operational dependence on the success of
GMAC's overall strategy.  Moreover, the bank in Brazil is
subject to standard Brazilian banking regulations and
supervision.

Given Banco GMAC's own business strategy and its operational
integration with GMAC LLC, Moody's notes that the fragile
financial condition of the parent could potentially influence
the cost of the bank's predominantly wholesale funding.  Higher
funding costs, in turn, could potentially hurt profitability and
therefore its competitive position within its market niche.

Moody's negative outlook on Banco GMAC's ratings primarily
relates to the possibility that GMAC LLC's difficulties could
worsen, which might lead to deterioration in the Brazilian
subsidiary's liquidity profile, and thus its capacity to sustain
local deposits level, something that has not been affected so
far.

These ratings for Banco GMAC S.A. were affirmed:

  -- Bank financial strength rating: E+, stable outlook;

  -- Global long- and short-term local-currency deposit ratings:
     B1/NP, negative outlook;

  -- Long- and short-term foreign-currency deposit ratings:
     B1/NP, negative outlook;

  -- Brazilian long- and short-term national scale deposit
     ratings: Baa1.br/BR-2, negative outlook.

Banco GMAC is headquartered in Sao Paulo, Brazil.  As of
Dec. 31 2007, Banco GMAC reported total assets of BRL5.82
billion and equity of BRL857.4 million.


BRASIL TELECOM: Telemar to Buy Invitel SA for US$3.5 Billion
------------------------------------------------------------
Invitel SA, Brasil Telecom Participacoes SA's parent company, is
selling all of its shares to Telemar Participacoes SA for
US$3.5 billion or BRL5.86 billion, various reports say.

According to Bloomberg News, Telemar would pay BRL72.3 per share
of Invitel.  The new firm, which would add 8 million land lines
in service and 4.6 million mobile users, will be called Oi.

                    Share Purchase Agreement

Under the agreement, Brazil's Development Bank and three pension
funds of state-controlled companies would own 49.8% of the new
company, Bloomberg says, citing Telemar in a news conference in
Rio de Janiero.

The report says that Telemar would acquire 60.5% of Brasil
Telecom's voting shares, which comprise 22.3% of the company's
total capital.  In addition, Telemar will make a voluntary
public offer for up to one third of Brasil Telecom preferred
shares and a mandatory tender offer for voting shares at 80% of
the offer price to controlling shareholders.

                        Seeking Approval

Dow Jones relates that the deal must still be submitted to the
Brazilian Telecommunications Agency (Anatel) and government
antitrust regulators for approval.

In case the deal is rejected, Business News Americas states,
Telemar would pay a BRL490 million guarantee to Brasil Telecom.  
Telemar also offered Brasil Telecom stockholders BRL315 million
if they agree not to file any complaints about the acquisition.

Tele Norte Leste Participacoes SA's CEO Luis Eduardo Falco, who
will oversee the newly-merged company, said in a statement that
Telemar has a goal of expanding Brazil's boundaries, aiming to
have 30 million customers outside Brazil in five years, Dow
Jones Newswires reports.  Mr. Falco added that the company will
begin with a record of US$23 billion in market value.

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

                         *     *     *

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


BRASKEM SA: Opens Polypropylene Production Plant in Paulinia
------------------------------------------------------------
Braskem SA disclosed the start up of its polypropylene
production plant in the city of Paulinia, Sao Paulo state.

With the inauguration of this new industrial unit, which has
annual production capacity of 350,000 tons, Braskem further
strengthens its leadership position in the Latin American
polypropylene market, increasing its annual production capacity
in this product to 1.1 million tons.

The new plant, in which approximately BRL700 million were
invested, combines global scale and the latest technology and is
situated in Brazil's most important consumer market, making the
project particularly competitive.

The project was built through a joint venture between Braskem
and Petroquisa, with the companies holding interests of 60% and
40%, respectively.  The plant is one of the assets included in
the Investment Agreement between Braskem and Petrobras announced
to the market on Nov. 30, 2007, which will result in an increase
in Braskem's interest in Petroquimica Paulinia from the current
60% to 100%.  Through this agreement, Petrobras will become
holder of 25% of Braskem total capital.

The Paulinia plant represents a milestone in the diversification
process of feedstock used by Braskem.  This plant will be the
first industrial unit of the Company to use propylene from
refinery gas as feedstock.  The propylene will be supplied by
two of Petrobras' refineries, the Paulinia Refinery (REPLAN) and
the Henrique Lage Refinery (REVAP), both located in Sao Paulo
state.

"The project was concluded in record time and with competitive
investment costs, portraying the excellent management capacity
of our teams in terms of implementing greenfield projects," said
Braskem Chief Execitive Officer Jose Carlos Grubisich.  "This
growth strategy consolidates our leadership in the Latin
American polypropylene market and our position as the third-
largest resin producer in the Americas, and also represents an
important step forward in our objective of becoming one of the
ten largest petrochemical companies in the world," added Mr.
Grubisich.

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

                           *     *    *

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


COSAN SA: ExxonMobil Deal Cues Moody's Rating Review
----------------------------------------------------
Moody's Investors Service has placed the Ba2 local currency
corporate family rating and foreign currency senior unsecured
rating, as well as the A1.br Brazilian national scale corporate
family rating of Cosan S.A. Industria e Comercio on review for
possible downgrade.

"The review of Cosan's ratings was prompted by the announcement
that Cosan has signed a share purchase agreement with ExxonMobil
International Holdings B.V., to purchase ExxonMobil's fuel
distribution and lubes assets in Brazil (Esso) at a price of of
US$826 million, in addition to the assumption of US$163 million
in net debt and net related-party receivables of US$35 million,"
said Moody's Vice President Senior Analyst Soummo Mukherjee.  
"While the acquisition of such assets should benefit Cosan's
credit profile by diversifying its operating activities
providing it with a more integrated platform and reducing the
volatility of its cash flows, this transaction will lower
Cosan's overall operating margins and depending on how the
transaction is financed, total leverage as measured by debt to
EBITDA could increase," added Mr. Mukherjee.

The company has announced that it will use the US$310 million
proceeds from its recent capital increase by minority
shareholders as part of financing for this transaction, while
the remainder might be financed by a combination of debt and new
equity investors.

The review will primarily focus on exploring in greater detail
the strategic rationale of this transaction and a longer-term
view of Cosan's operations together with the new acquired
assets.  The review will also explore the exact financing
structure for this transaction and the degree that it may
economically or financially impact Cosan' business and credit
profile.  Depending on the additional information obtained
during Moody's review process, Cosan's ratings could either be
confirmed at the current Ba2 level with a stable outlook,
confirmed with a negative outlook, or downgraded to a lower
rating category.

Ratings placed on review for possible downgrade:

   -- Global local currency scale corporate family rating: Ba2

   -- US$36 million of guaranteed senior unsecured notes due
      2009: Ba2

   -- US$400 million of guaranteed senior unsecured notes due
      2017: Ba2

   -- US$450 million of guaranteed senior unsecured perpetual
      notes: Ba2

   -- Brazilian national scale corporate family rating: A1.br

Headquartered in Piracicaba, Brazil, Cosan S.A. Industria e
Comercio produces sugar and ethanol.  The company cultivates
harvests and processes sugarcane, the main raw material for
sugar and ethanol manufacturing.  With 17 manufacturing units
and two port terminals in the city of Santos, Cosan says it is
currently the largest individual group in the world in terms of
sugarcane byproducts manufacturing.  With capacity to grind more
than 40 million tonnes of sugarcane, the group represents 12% of
overall production in the mid-southern region of the country.


EMBRATEL PARTICIPACOES: Gets Anatel's Okay for Satellite Paid TV
----------------------------------------------------------------
Embratel Participacoes SA's has secured Brazilian telecoms
regulator Anatel's authorization to provide satellite paid
television service through the direct-to-home system.

Business News Americas relates that the regulator's decision
will take affect when it is published in the Brazilian official
gazette.  

According to BNamericas, Embratel Participacoes' direct-to-home
system license allows the distribution of image, sound, and
audio.

BNamericas relates that Embratel Participacoes will deliver in
all its packages an educational channel for all public schools
throughout Brazil and will provide a satellite dish, a signal
decoder, and a television for each of the 2,000 public schools
selected by the federal government.

Embratel Participacoes' commitments will be in the Embratel
TVSat Telecomunicacoes authorization contract, BNamericas
states.

Embratel Participacoes SA offers a range of complete
telecommunications solutions to the market all over Brazil,
including local, long distance domestic and international
telephone services, data, video and Internet transmission, and
is present all over the country with its satellite solutions.
Embratel is the market leader in revenues with Long Distance,
Domestic and International calls.

                         *     *     *

Embratel Participacoes is rated by Moody's:

       * local currency issuer rating -- B1; and
       * senior unsecured debt -- B2.


GENERAL MOTORS: Moody's Holds B3 Rating, Changes Outlook to Neg.
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for General
Motors Corporation to negative from stable, but affirmed the
company's B3 corporate family rating and its SGL-1 speculative
grade liquidity rating.

The change in outlook reflects Moody's concerns that GMAC LLC's
ability to provide retail and wholesale funding in support of
GM's automotive operations may be eroded by the operating
weakness at its subsidiary, ResCap LLC.  GMAC's long-term rating
was lowered to B2 from B1 and remains under review for further
possible downgrade because of the risks that ResCap poses for
GMAC's capital position and liquidity profile.  Moody's believes
that in order for ResCap to have continued access to debt
capital, GMAC may be required to provide additional indications
of support for the unit and that it is likely to do so. This
support, however, could weaken GMAC's own credit profile and
limit its ability to access the secured and unsecured debt
markets.

Moody's recognizes that GMAC retains a large cash position and
sizable committed credit facilities that can support a
significant portion of anticipated new receivable originations.
In addition, should GMAC's ability to fund originations be
constrained by reduced access to debt capital, third party
lenders would likely remain willing to fund higher-quality GM
retail receivables.  Nevertheless, Moody's views the potential
erosion in GMAC's credit profile and its ability to fund retail
and wholesale receivables as a material risk factor for GM.

Bruce Clark, senior vice president with Moody's, said that "GMAC
has always filled a critical role in supporting GM's retail
sales, and anything that lessens its ability to provide that
support is a negative for GM.  We think that one of the
tradeoffs for GMAC's potential support of ResCap is an erosion
in its ability to support GM's retail sales."

Additional factors contributing to the negative outlook are the
considerable cash requirements that GM will face during 2008 and
2009.  By 2010, GM has the potential to generate positive cash
flow due, in part, to the considerable savings that will begin
to be realized from the UAW-managed health care plan established
as part of the 2007 labor contract.  Going into 2008, GM's gross
liquidity consisted of approximately US$27.3 billion in cash and
US$7.3 billion in committed credit facilities.  These liquidity
resources support the company's SGL-1 speculative grade
liquidity rating by providing substantial coverage of all cash
requirements likely to arise during the coming twelve months.
These requirements include: ongoing minimum levels of cash
required to fund intra-month working capital requirements that
can approximate 5%-6% of revenues in the automotive OEM sector;
scheduled debt repayments; a large operating cash burn
associated with declining industry volumes in North America; and
anticipated restructuring expenditures at both GM and Delphi. GM
could also be faced with additional cash expenditures related to
a resolution of the American Axle -UAW contract negotiations,
Delphi's bankruptcy emergence plans, or capital contributions to
GMAC.

"A critical element of GM's strategy is to maintain enough
liquidity to bridge the large cash consumption requirements of
2008 and 2009, until significantly lower health care
expenditures start to occur in 2010," Clark noted.  "Our key
credit concern is that while this liquidity bridge is pretty
robust through 2008, it could become more tenuous as the company
gets in into the latter half of 2009. We'll continue to focus a
lot of our attention on GM's liquidity and its adequacy to get
the company to 2010."

Although GM's approximately US$34.6 billion in gross liquidity
will amply cover all of 2008's cash requirements, the resulting
level of liquidity available to cover 2009's requirements will
be significantly reduced.  Moreover, Moody's remains concerned
that absent a material rebound in North American automotive
demand, GM's 2009 cash requirements have the potential to strain
the liquidity resources the agency expects to be available at
that time.  As a result Moody's will closely monitor GM's
operating performance, the magnitude of cash needs, and the
prevailing market conditions through the coming nine months in
order to gauge the likely sufficiency of the company's liquidity
resources to fund all requirements during 2009. Over the course
of this nine-month period, indications that cash requirements
are exceeding expectations would likely lead to a lowering of
the company's speculative grade liquidity rating. An unabated
erosion in the liquidity profile would likely be a precursor to
a downgrade of the company's long-term ratings. Conversely,
evidence that GM's intermediate term cash requirements are lower
than anticipated and that the resulting liquidity position will
adequately cover 2009's requirements would contribute to a
stabilization of the rating outlook.

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.


GENERAL MOTORS: GMAC and ResCap Downgrades Cue S&P's Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' long-term
and 'B-3' short-term corporate credit ratings on General Motors
Corp. remain on CreditWatch with negative implications, where
they were placed March 17, 2008.  The CreditWatch update follows
downgrades of 49%-owned subsidiaries GMAC LLC (B/Negative/C) and
Residential Capital LLC (CCC+/Watch Neg/C).  The rating actions
on Residential Capital LLC and GMAC were triggered by the
resignation of the only independent directors at Residential
Capital LLC.
     
"We don't expect GM to provide any significant capital to GMAC
or indirectly to Residential Capital," said Standard & Poor's
credit analyst Robert Schulz, "nor are they required to do so in
the future."  S&P's ratings does not incorporate any transfer of
substantial capital to GMAC.
     
GM's ratings were originally placed on CreditWatch because of
the strike at major supplier American Axle & Manufacturing
Holdings Inc.  The American Axle strike has now lasted two
months and forced production shutdowns at several GM plants that
produce full-size pickups and SUVs.  In addition, GM workers
began a strike last week over local work issues at an assembly
plant in Delta Township, Michigan, which produces a popular line
of crossover utility vehicles.
     
Although S&P expects these labor issues to be resolved, the
timing, and therefore the full extent, of their effect on GM's
liquidity is unknown.  S&P expects the American Axle strike to
contribute to a very large use of cash in GM's first-quarter
2008 results, which GM will announce in the next few weeks, and
the effect will be magnified by the timing of GM's payables and
receivables.  The first quarter will be hurt by the negative
cash effect of reduced truck shipments and little to no
offsetting benefit from reduced payments to suppliers, including
American Axle.  The second quarter will be affected as well, and
in light of weak sales, GM's production levels could remain
under pressure even once the American Axle strike is over.  
Still, GM should be able to maintain ample available liquidity;
at year-end 2007, the company had US$27.3 billion, including
cash, marketable securities, and US$600 million in short-term
VEBA funds.
     
Another uncertainty for GM, although less of a pressing issue in
the near term, is former supplier Delphi Corp.'s difficulties in
emerging from bankruptcy.  S&P still believes the comprehensive
costs to GM of Delphi's reorganization will remain within the
scope of GM's liquidity.  Still, the current capital market
turmoil may keep Delphi in Chapter 11 for several more months,
if not the rest of this year.  S&P's ratings does not leave any
room for GM to make substantial cash payments to support a
Delphi emergence.
     
S&P's resolution of the GM CreditWatch will likely not occur
until the American Axle strike has been resolved.

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.


GERDAU SA: Primary Share Offering in Bovespa Brings in BRL2.65B
---------------------------------------------------------------
Gerdau SA has raised BRL2.65 billion through its primary
offering of shares in Sao Paulo's Bovespa stock exchange.

Gerdau told Business News Americas that subsidiary Metalurgica
Gerdau raised BRL1.38 billion in a separate primary share
offering, bringing the total amount raised to BRL4.03 billion.

Headquartered in Porto Alegre, Brazil, Gerdau SA
-- http://www.gerdau.com.br/-- produces and distributes crude
steel and related long rolled products, drawn products, and long
specialty products.  In addition to Brazil, Gerdau operates in
Argentina, Canada, Chile, Colombia, Uruguay, India and the
United States.

                            *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 26, 2007, Moody's Investors Service affirmed Gerdau S.A.'s
Ba1 corporate family rating and stable outlook.


GOL LINHAS: Releases Corporate Responsibility Report for 2007
-------------------------------------------------------------
GOL Linhas Aereas Inteligentes S.A., the parent company of
Brazilian airlines GOL Transportes Aereos S.A. and VRG Linhas
Aereas S.A., published its 2007 Corporate Responsibility Report.  
The report is published annually by the company and includes
information on its various activities and projects in assistance
of various groups.

During 2007, GOL Linhas remained focused on its mission to
promote and encourage solidarity and social responsibility
through professional actions and activities in the social,
cultural, sporting and environmental areas.  The company's
policy of adopting practices that minimize its impact on the
environment has led it to adjust internal procedures and choose
suppliers that are also environmentally friendly.  It adopted
several Environmental Management System (EMS) procedures with
its suppliers and uses technical audits to enforce compliance.  
The company rejects goods and services from firms that do not
meet environmental protection standards until compliance
confirmation is received.

"Founded in the early days of the 21st century, GOL incorporated
its commitment to social responsibility into its business model
from the very first day of operations.  We believe that
companies have an important role in tackling social problems and
we support all efforts aimed at maintaining a sustainable
environment," says GOL's president, Constantino de Oliveira
Junior.

In order to support areas of society in need, GOL Linhas
sponsors a number of projects dedicated to serving issues
central to the development of Brazil.  Through the donation of
airline tickets, the company supports 18 civil society
organizations that require long distance travel to meet their
objectives of bettering Brazil.

Protecting the environment is one of the company' main
priorities.  Its Maintenance Center, in Confins, Minas Gerais,
has been endorsed by the Ministry of the Environment and is
equipped with units for processing chemical waste.  This waste
is processed in accordance with best global practices for
environmental protection.

                          About GOL

Based in Sao Paulo, Brazil, GOL Intelligent Airlines aka GOL
Linhas Areas Inteligentes S.A. (NYSE: GOL and Bovespa: GOLL4) --
http://www.voegol.com.br-- through its subsidiary, GOL  
Transportes Aereos S.A., provides airline services in Brazil,
Argentina, Bolivia, Uruguay, and Paraguay.  The company's
services include passenger, cargo, and charter services.  As of
March 20, 2006, Gol Linhas provided 440 daily flights to 49
destinations and operated a fleet of 45 Boeing 737 aircraft.  
The company was founded in 2001.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 25, 2007, Fitch Ratings affirmed the 'BB+' foreign and
local currency issuer default ratings of Gol Linhas Aereas
Inteligentes S.A.  Fitch also affirmed the outstanding US$200
million perpetual bonds and US$200 million of senior notes due
2017 at 'BB+' as well as the company's 'AA-' (bra) national
scale rating.  Fitch said the rating outlook is stable.


PARANA BANCO: First Qtr. Profit Up 132% to BRL23.6 Mil. in 2008
---------------------------------------------------------------
Parana Banco SA's profit increased 132% to BRL23.6 million in
the first quarter of 2008, compared to the same period in 2007,
Business News Americas reports.

BNamericas relates that Parana Banco had BRL1.97 billion in
total assets as of March 2008.

Parana Banco Chief Financial Officer Luis Cesar Miara said in a
conference call that the bank expects its loan book to increase
by at least the same rate in 2008 as in 2007.

According to BNamericas, Parana Banco increased lending by 88.1%
to BRL1.17 billion by the end of 2007.  

Parana Banco granted some BRL307 million in new loans in the
first quarter 2008.  Its loan book increased 81.4% to
BRL1.31 billion in March 2008, compared to March 2007,
BNamericas notes.

Mr. Miara commented to BNamericas, "Lending could either grow a
little bit more than last or along the same lines."

Parana Banco wouldn't abandon its “conservative credit approval
conditions in the payroll and middle-market loan segments,”
BNamericas says, citing Mr. Miara.

The report says that Parana Banco granted BRL284 million in new
payroll loans in the first quarter 2008, about 70.3% greater
than in the same quarter in 2007.  The bank compiled a middle-
market loan portfolio of BRL104 million since entering the
segment in the third quarter 2007.

Mr. Miara told BNamericas that Parana Banco regained complete
control of insurance subsidiary J Malucelli in January 2008 and
wants to take advantage of the insurer's 19,300 corporate
customers to provide more funding to medium-sized firms.  The
bank also sees credit card services for pensioners in federal
social security system Instituto Nacional de la Seguridad Social
“as a promising niche,” Mr. Miara added.

Parana Banco is a niche bank in the segment of payroll discount
lending, primarily to public-sector employees.  The bank's
adjusted total assets of US$375 million as of June 2006
represented less than 1% of total assets in the Brazilian
banking industry.  The bank is a relevant part of a broader
conglomerate (J. Malucelli), with operations in different
sectors and concentrated in the South of Brazil.  Standard &
Poor's does not assign ratings to any company in the J.
Malucelli group, and the ratings assigned to the bank do not
incorporate potential support from shareholders.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 26, 2007, Standard & Poor's Ratings Services raised its
long-term counterparty credit rating and senior unsecured debt
rating on Parana Banco S.A. to 'B+' from 'B'.  The ratings were
removed from CreditWatch Positive where they were placed
June 11, 2007.  At the same time, S&P affirmed the 'B' short-
term counterparty credit rating on the bank.  S&P said the
outlook is stable.


PRIDE INT'L: BOD's Actions May Cue Seadrill's Buyout, Fitch Says
----------------------------------------------------------------
Pride International announced that its Board of Directors has
revised the company's Stockholder Rights Plan to lower the
threshold level of beneficial ownership that would trigger the
poison pill from 15% to 10% for acquisitions by Seadrill Limited
and its affiliates and associates. Pride's Board of Directors
took this step in response to Seadrill's acquisition of an
approximately 9.9% ownership stake in Pride.

In addition, Seadrill has made a filing under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 to permit it to
acquire Pride securities. It is unclear at this time if Pride's
Board of Directors has taken this step for the purpose of
remaining independent or in order to engage in more formal
negotiations with Seadrill.

Fitch notes that one potential outcome stemming from the
announcement is that Pride could be acquired by Seadrill. If an
acquisition should occur, Pride bondholders are protected by a
change of control provision in the company's US$500 million of
7.375% senior notes due 2014. Bondholders have the ability to
force the company to repurchase the notes at 101% of par plus
accrued and unpaid interest, but only if the change in control
results in a ratings downgrade.

Additionally, Pride's US$500 million senior secured credit
facility contains a change of control protection for lenders.
The revolver was undrawn at year-end 2007 and had only US$13.3
million of letters of credit on the facility. Lenders of the
company's US$300 million of 3.25% convertible senior notes due
2033 contain multiple protections.  Noteholders have the right
to require the company to repurchase the notes on May 1, 2008 at
100% of the principal amount plus accrued and unpaid interest.

More importantly, the notes are convertible into Pride's common
stock at a conversion rate of 38.9045 shares per US$1,000
principal amount of notes (equal to a conversion price of
US$25.704 per share). The notes are currently convertible and
Pride has announced its plans to redeem the notes on May 16,
2008, effectively forcing noteholders to convert before May 15,
2008. Pride currently expects to pay approximately US$300
million in cash in connection with the conversion and the
remaining amount satisfied in shares.

Fitch has not taken any rating actions on Pride as a result of
the current disclosure by the company. Fitch would note that
should Seadrill succeed in acquiring Pride, negative rating
action at Pride remains a possibility. Seadrill currently
operates with significantly higher leverage than its peers in
the offshore drilling market. In addition, Seadrill has been
significantly more aggressive in acquiring and building
newbuilds on a speculative basis than has Pride or others in the
industry.

Pride's ratings reflect the significant improvement the company
has made in reducing debt and capitalizing on the strong
offshore drilling environment to sell non-core assets and
refocus the company as an offshore drilling contractor with a
focus on deepwater assets. Pride's credit metrics reflect these
improvements as well as the strong market conditions for
offshore drilling rigs. For the last 12 months ending Dec. 31,
2007, Pride generated US$918.3 million of EBITDA, and free cash
flow was US$28.6 million.  Credit metrics were robust with
interest coverage of 11 times and debt-to-EBITDA of 1.3x.

Fitch currently maintains these ratings for Pride:

-- Issuer Default Rating at 'BB';

-- Senior unsecured at 'BB';

-- Senior secured bank facility at 'BBB-';

-- Senior convertible notes at 'BB'.

The Rating Outlook is Stable.

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


UAL CORP: Continental Airlines Chooses Not to Merge with United
---------------------------------------------------------------
Continental Airlines Inc.'s Chairman and Chief Executive Officer
Larry Kellner and President Jeff Smisek disclosed to more than
45,000 employees that the company's Board of Directors
unanimously supported the management's recommendation that, in
the current industry environment, the best course for
Continental is not to merge with another airline at this time.

As reported in the Troubled Company Reporter on March 20, 2008,
UAL Corp., United Air Lines Inc.'s parent, planned to pursue a
consolidation with Continental Airlines if given the go-ahead,
to create the airline industry's biggest carrier, United Press
International reports.  Stephen Canale, a union representative
on United Airlines' board of directors, said that Continental is
"without question" the first choice for a United merger.

According to the two executives, the Board very carefully
considered all the risks and benefits of a merger with another
airline, and determined that the risks of a merger at this time
outweigh the potential rewards, as compared to Continental's
prospects on a standalone basis.  The management will, however,
continue to review potential alliances and its membership in
SkyTeam.  Continental is considering alternatives to SkyTeam as
its carefully evaluates which major global alliance will be best
for Continental over the long term.

While some would prefer to see Continental pursue a merger, the
company strongly believes it has made the right decision -- one
that is in the best interests of its stockholders, co-workers,
customers and the communities it serves.

Messrs. Kellner and Smisek relate that every U.S. carrier,
including Continental, is under enormous pressure from record
high fuel prices, a slowing U.S. economy and a weak dollar.  In
today's harsh environment, the company must continue to adjust
its business model to ensure it to successfully navigate through
these difficult times, so that in the future it can once again
grow and prosper.

In the meantime, Continental must all continue to concentrate on
what it does so well: delivering clean, safe and reliable air
transportation every day.

Even in these tough times, Messrs. Kellner and Smisek said,
Continental has great strengths.  It has an enviable position in
the New York market, a powerful hub in Houston, and hubs in
Cleveland and Guam.  Continental has a solid trans-Atlantic
route network, which has recently been enhanced by our access to
London Heathrow.  It also has a great Latin American network and
a growing portfolio of routes to India and Asia.  Continental
flies the youngest, most fuel-efficient fleet and have the best
new aircraft order book among the major network carriers.

                   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, 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.

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

                            *     *     *

Moody's Investor Service placed UAL Corp.'s long term corporate
family and probability ratings at 'B2' in January 2007.  The
ratings still hold to date with a stable outlook.


UAL CORP: Begins Merger Discussions with US Airways
---------------------------------------------------
US Airways Group Inc. recently got together with United
Airlines, Inc. to discuss a potential merger, which would revive
a consolidation that was turned down by regulators in 2001, Ted
Reed of the TheStreet.com reported.  

US Airways and United were already having discussions even
before Delta Airlines, Inc. and Northwest Airlines Corp.
announced plans to merge, a person familiar with the situation
had disclosed.  However, the Delta-Northwest deal has spurred
talks of a Continental-United consolidation, which could push US
Airways out of the picture, the source said.

US Airways Chief Executive Officer Doug Parker made no move to
counter speculations that US Airways may be involved in another
merger.  But he did say that if US Airways does take part in a
merger, "we will do so because we believe it is the best
interests of our employees and our airline."

Mr. Parker added that despite the problems associated with the
2005 merger between America West and US Airways, the carrier is
stronger as a result, said Mr. Reed.

Meanwhile, an airline analyst wrote in a research note this
week, that a US Airways-United deal has "considerable merit" and
would be less complicated than a UAL-Continental merger, The
Charlotte Observer reported.

According to the Observer, a US Airways-United merger could be
easier when it comes to aligning the wages of pilots, combining
fleets and reducing flights and seats.

                        DOT Reduces Fine

The U.S. Department of Transportation reduced the fine it
imposed against US Airways Group Inc. for problems related to
the company's reporting of flight delays, the Pittsburgh
Business Times reports.

The Business Times says the fine has been reduced from US$50,000
to US$30,000.

US Airways had explained that the "problem stemmed from melding
reservation systems after the 2005 merger with America West
Airlines," according to the paper.

"This stemmed from having two separate reservations system prior
to our March 2007 reservations system integration," US Airways
spokesman Morgan Durrant said, reports Business Times.  "What
likely happened is that someone called a pre-merger America West
reservations center and asked for on-time performance
information for a pre-merger US Airways flight.  At any rate,
the issue is fixed and on-time performance information is
available to callers who ask."

The DOT requires U.S. carriers to disclose flight delays to
federal government and consumers.

                USAIR Builds New Maintenance Plant

US Airways started building a new equipment maintenance plant at
the Philadelphia International Airport on April 17, 2008, Linda
Loyd of The Philadelphia Inquirer reports.

US Airways expects the 58,000-square-foot plant to be completed
late next year, at an estimated total cost of US$18,000,000,
Ms. Loyd notes.   The plant will consolidate three existing US
Airways repair facilities at the airport, The Philadelphia
Inquirer says.

                         About US Airways

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

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

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

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

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways
Bankruptcy News, Issue No. 158; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

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

                            *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 23, 2008, Standard & Poor's Ratings Services revised its
rating outlook on UAL Corp. and its United Air Lines Inc.
subsidiary (both rated B/Negative/--) to negative from stable.

On April 25, 2008, the TCR-LA related that Standard & Poor's
Ratings Services said that its ratings and outlook on UAL Corp.,
parent of United Air Lines Inc. (both rated B/Negative/--) are
not affected by UAL's report of a heavy first-quarter loss.  UAL
reported a first-quarter US$542 million pretax loss, as much
higher fuel prices more than offset increased revenues.  S&P had
revised its rating outlook on both entities to negative from
stable on April 16, 2008.  In that outlook revision, S&P cited
very high fuel prices and the expected effect on UAL revenues of
a weak U.S. economy.



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

BANK INTERNASIONAL: Reports IDR197.86 Billion 1Q Net Profit
-----------------------------------------------------------
Nury Sybli and Harry Suhartono of Reuters report that PT Bank
Internasional Indonesia Tbk reported net profit of IDR197.86
billion in the January-March quarter, up from IDR115.43 billion
in the same period last year.

Reuters relates that BII's net interest income climbed 15
percent to IDR715 billion, lifting its net interest margin to
5.27 percent from 4.87 percent a year earlier.

"Our performance is encouraging and in line with our
expectations. Good progress has been made in building up our
core loan and deposit business and improving our loan loss
provisions," BII's President Director Henry Ho said in a
statement, Reuters reports.

According to Nury Sybli and Harry Suhartono, Mr. Ho also warned
that "uncertainties in the global financial markets, the
tightening of credit spreads, and domestic inflationary
pressures from possible fuel and food price rises could affect
the Indonesian economy and banking industry."

                     About Bank Internasional

PT Bank Internasional Indonesia Tbk -- http://www.bii.co.id/--  
engages in general banking services and in other banking
activities based on Syariah principles.  The bank's services are
divided into three categories: Personal Services, consisting of
Funding, Credit Card Services, Loan, Reksadana and
Bancassurance; Corporate Services, consisting of Funding, Credit
Card Services, Loan and Investment Banking, and Platinum
Services, consisting of Platinum Access, Syariah Platinum Access
and Platinum MasterCard.  The bank is headquartered in Jakarta,
Indonesia.

With a total customer deposit base of more than IDR34 trillion
and over IDR47 trillion in assets, Bank Internasional is one of
the largest banks in Indonesia with an international network
that comprises over 230 branches and 700 ATMs across Indonesia,
as well as a banking presence in Mauritius, Mumbai and the
Cayman Islands.

As reported on March 3, 2008, Fitch Ratings affirmed PT Bank
Internasional Indonesia Tbk's (BII) long-term foreign currency
Issuer Default Rating at 'BB', following Fullerton Financial
Holdings' announcement of its intentions to pursue the sale of
its interest in BII.  FFH is a wholly owned subsidiary of
Temasek Holdings.

On Oct. 19, 2007, Moody's Investors Service raised the
foreign currency long-term debt and foreign currency long-term
deposit ratings of PT Bank Internasional Indonesia Tbk.

   -- The issuer/foreign currency subordinated debt ratings were
      raised to Ba2/Ba2 from Ba3/Ba3 and foreign currency long-
      term deposit rating to B1 from B2

   -- The Not Prime foreign currency short-term deposit rating,
      Baa3 global local currency deposit rating and D BFSR were
      unaffected.


BELAY OFFSHORE: Will Hold Final Shareholders Meeting on May 2
-------------------------------------------------------------
Belay Offshore, Ltd., will hold its final shareholders' meeting
on May 2, 2008 at 9:00 a.m. at the office of the company.

These matters will be taken up during the meeting:

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

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

The liquidators can be reached at:

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


FY FUNDING: Sets Final Shareholders Meeting for May 1
-----------------------------------------------------
F.Y. Funding Cayman Limited will hold its final general meeting
on May 1, 2008, at Maples Finance Limited,
Boundary Hall, Cricket Square, George Town, Grand Cayman, Cayman
Islands.

These matters will be taken up during the meeting:

                   1) accounting of the wind-up process,

                   2) hearing of any explanation that may be
                      given by the liquidator in respect of the
                      winding up of the company, and

                   3) determining the manner in which the books,
                      accounts and documentation of the company
                      and of the liquidator should be maintained
                      and subsequently disposed.

F.Y. Funding's shareholders agreed on March 12, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                      Joshua Grant and Phillipa White
                      Maples Finance Limited
                      P.O. Box 1093, George Town
                      Grand Cayman, Cayman Islands


JUST FOREX: Final Shareholders Meeting Is on May 1
--------------------------------------------------
Just Forex Fund Ltd. will hold its final general meeting on
May 1, 2008, at 9:00 a.m. at PricewaterhouseCoopers,
P.O. Box 258, George Town, Strathvale House, George Town, Grand
Cayman, KY1-1104, Cayman Islands.

These matters will be taken up during the meeting:

                   1) accounting of the wind-up process, and

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

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

The liquidator can be reached at:

                      David Walker
                      Attn: Skye Quinn
                      P.O. Box 258, George Town
                      Grand Cayman, Cayman Islands
                      Telephone: (345) 914 8678
                      Fax: (345) 949 4590


LVHN ASSURANCE: Sets Final Shareholders Meeting for May 1
---------------------------------------------------------
LVHN Assurance Company will hold its final general meeting on
May 1, 2008, at Marsh Management Services Cayman Ltd., 2nd
Floor, 23 Governors Square, Building 4, Lime Tree Bay Avenue,
George Town, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

                   1) accounting of the wind-up process, and
                   2) hearing any explanation thereof.

LVHN Assurance's shareholders agreed on Feb. 18, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                      Seamus Tivnan and Nicholas Gale
                      Marsh Management Services Cayman Ltd.
                      P.O. Box 1051, George Town
                      Governors Square, 23 Lime Tree Bay Avenue
                      George Town, Grand Cayman
                      Cayman Islands


ML ELKHORN: Final Shareholders Meeting Is on May 2
--------------------------------------------------
ML Elkhorn (Cayman) will hold its final shareholders' meeting on
May 2, 2008, at 10:00 a.m. at the office of the company.

These matters will be taken up during the meeting:

                   1) accounting of the wind-up process, and

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

ML Elkhorn's shareholders agreed on March 10, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

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


SOLARIS CAPITAL: Will Hold Final Shareholders Meeting on May 1
--------------------------------------------------------------
Solaris Capital Advisors Spectra International Ltd. will hold
its final general meeting on May 1, 2008, at 9:00 a.m. at dms
Corporate Services Ltd., Ansbacher House, 20 Genesis Close, P.O.
Box 1344, George Town, Grand Cayman KY1-1108, Cayman Islands.

These matters will be taken up during the meeting:

                   1) accounting of the wind-up process,

                   2) hearing of any explanation that may be
                      given by the liquidator in respect of the
                      winding up of the company, and

                   3) determining the manner in which the books,
                      accounts and documentation of the company
                      and of the liquidator should be maintained
                      and subsequently disposed.

Solaris Capital's shareholders agreed on March 14, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                      dms Corporate Services Ltd.
                      Ansbacher House, 20 Genesis Close
                      P.O. Box 1344, George Town
                      Grand Cayman KY1-1108, Cayman Islands


SPENCER HOUSE: Final Shareholders Meeting Is on May 1
-----------------------------------------------------
Spencer House Capital Management Mercury Forex Fund Limited will
hold its final general meeting on May 1, 2008, at Maples Finance
Limited, Boundary Hall, Cricket Square, George Town, Grand
Cayman, Cayman Islands.

These matters will be taken up during the meeting:

                   1) accounting of the wind-up process, and
                   2) hearing any explanation thereof.

Spencer House's shareholders agreed on Feb. 21, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                      Jan Neveril and Richard Gordon
                      Maples Finance Limited
                      P.O. Box 1093, George Town
                      Grand Cayman, Cayman Islands


SPENCER HOUSE CAPITAL: Sets Final Shareholders Meeting for May 1
----------------------------------------------------------------
Spencer House Capital Management Mercury Forex Master Fund
Limited will hold its final general meeting on May 1, 2008, at
Maples Finance Limited, Boundary Hall, Cricket Square, George
Town, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

                   1) accounting of the wind-up process, and
                   2) hearing any explanation thereof.

Spencer House's shareholders agreed on Feb. 21, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                      Jan Neveril and Richard Gordon
                      Maples Finance Limited
                      P.O. Box 1093, George Town
                      Grand Cayman, Cayman Islands


THE CL BRAZIL: Sets Final Shareholders Meeting for May 1
--------------------------------------------------------
The CL Brazil High Yield Investment Fund Ltd. will hold its
final general meeting on May 1, 2008, at 10:00 a.m. at Ogier,
Attorneys, Queensgate House, South Church Street, Grand Cayman,
Cayman Islands.

These matters will be taken up during the meeting:

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

The CL Brazil's shareholders agreed on March 14, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                      c/o Ogier
                      Attn: Sophie Gray
                      Queensgate House
                      South Church Street, Grand Cayman
                      Cayman Islands
                      Telephone: (345) 949 9876
                      Fax: (345) 949 1986


WESKAT LIMITED: Proofs of Claim Filing Deadline Is Until May 2
--------------------------------------------------------------
Weskat Limited's creditors have until May 2, 2008, to prove
their claims to John Cullinane and Derrie Boggess, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

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

The liquidators can be reached at:

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



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

US AIRWAYS: Begins Merger Discussions with United Airlines
----------------------------------------------------------
US Airways Group Inc. recently got together with United
Airlines, Inc. to discuss a potential merger, which would revive
a  consolidation that was turned down by regulators in 2001, Ted
Reed of the TheStreet.com reported.  

US Airways and United were already having discussions even
before Delta Airlines, Inc. and Northwest Airlines Corp.
announced plans to merge, a person familiar with the situation
had disclosed.  However, the Delta-Northwest deal has spurred
talks of a Continental-United consolidation, which could push US
Airways out of the picture, the source said.

US Airways Chief Executive Officer Doug Parker made no move to
counter speculations that US Airways may be involved in another
merger.  But he did say that if US Airways does take part in a
merger, "we will do so because we believe it is the best
interests of our employees and our airline."

Mr. Parker added that despite the problems associated with the
2005 merger between America West and US Airways, the carrier is
stronger as a result, said Mr. Reed.

Meanwhile, an airline analyst wrote in a research note this
week, that a US Airways-United deal has "considerable merit" and
would be less complicated than a UAL-Continental merger, The
Charlotte Observer reported.

According to the Observer, a US Airways-United merger could be
easier when it comes to aligning the wages of pilots, combining
fleets and reducing flights and seats.

                        DOT Reduces Fine

The U.S. Department of Transportation reduced the fine it
imposed against US Airways Group Inc. for problems related to
the company's reporting of flight delays, the Pittsburgh
Business Times reports.

The Business Times says the fine has been reduced from US$50,000
to US$30,000.

US Airways had explained that the "problem stemmed from melding
reservation systems after the 2005 merger with America West
Airlines," according to the paper.

"This stemmed from having two separate reservations system prior
to our March 2007 reservations system integration," US Airways
spokesman Morgan Durrant said, reports Business Times.  "What
likely happened is that someone called a pre-merger America West
reservations center and asked for on-time performance
information for a pre-merger US Airways flight.  At any rate,
the issue is fixed and on-time performance information is
available to callers  who ask."

The DOT requires U.S. carriers to disclose flight delays to
federal government and consumers.

                USAIR Builds New Maintenance Plant

US Airways started building a new equipment maintenance plant at
the Philadelphia International Airport on April 17, 2008, Linda
Loyd of The Philadelphia Inquirer reports.

US Airways expects the 58,000-square-foot plant to be completed
late next year, at an estimated total cost of US$18,000,000,
Ms. Loyd notes.   The plant will consolidate three existing US
Airways repair facilities at the airport, The Philadelphia
Inquirer says.

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

                         About US Airways

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

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

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

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

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways
Bankruptcy News, Issue No. 158; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 27, 2008, Standard & Poor's Ratings Services revised its
outlook on US Airways Group Inc. to stable from positive.  S&P
has affirmed all ratings, including the 'B-' long-term corporate
credit rating.

The TCR-LA reported on April 18, 2008, that Fitch Ratings has
affirmed the debt ratings of US Airways Group, Inc. as: Issuer
Default Rating at 'B-'; Secured term loan rating at 'BB-/RR1';
and Senior unsecured rating at 'CCC/RR6'.  Fitch's ratings apply
to approximately US$1.7 billion in outstanding debt.  The Rating
Outlook has been revised to Stable from Positive.



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

AMERICAN AIRLINES: Won't Charge US$25 on Extra Luggage
------------------------------------------------------
American Airlines' General Manager in the Dominican Republic
Rafael Sanchez told Dominican Today that the airline won’t
charge US$25 to passengers on a second suitcase.

According to published reports, some U.S. airlines charge US$25
for a second suitcase carried by passengers due to considerable
increase in the fuel prices.

Mr. Sanchez commented to Dominican Today, "We are not in that,
we will maintain our policy of allowing two suitcases as
accompanying baggage per passenger, weighing 50 pounds each."

American Airlines will charge a  minimum fee when there's
overweight or when the suitcase goes beyond 50 pounds, Dominican
Today adds.

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

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
April 17, 2008, Fitch Ratings has affirmed AMR Corp.'s Issuer
default rating at 'B-' and Senior unsecured debt at 'CCC/RR6' as
well as its principal operating subsidiary, American Airlines,
Inc.'s Issuer default rating at 'B-' and Secured bank credit
facility at 'BB-/RR1'.  Fitch's rating outlook for both AMR
Corp. and American Airlines has been revised to stable from
positive.



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

CASH PLUS: Has US$15 Million Unclaimed Deposits, Report Says
------------------------------------------------------------
Cash Plus Limited has at least US$15 million in unclaimed
deposits, Caribbean Business Report says, citing sources.

The sources told the Caribbean Business that Cash Plus could use
those deposits to pay lenders.

A source commented to Dennise Williams at The Jamaica Observer,
"Cash Plus has paid out US$20 million in deposits on
properties."  Cash Plus paid a deposit of US$3 million on the
Drax Hall property in St. Ann and US$7 million on the Hilton
Kingston Hotel, The Observer says, citing the source.

A source further told The Observer, "Cash Plus has paid monies
on other properties such as the Dorchester Apartments and
Mainland Hardware.  Cash Plus owns businesses with convertible
assets.  The company owns 50% of a used car firm, so the
receiver can take the cars and sell them."

Caribbean Business relates that the Hilton Kingston Hotel was
sold to “a Cayman concern for a price in the region of
US$40 million.”

Sources told The Observer, "The original Cash Plus lawyers that
put together the real estate and business deals have just
dropped their hands since things went bad."

The firm's receiver can apply the law to recover monies
outstanding, The Observer notes, citing sources.  "The law says
that you only forfeit 10% of your deposit paid on property.  The
receiver has to make sure to recover the rest of the monies as
people will take the opportunity to gobble up the full deposit,"
the sources added.

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.


NAT'L COMMERCIAL: Court to Rule on Olint Account Closure
--------------------------------------------------------
The Jamaica Observer reports that Court of Appeal Judge Karl
Harrison reserved judgment on Wednesday for the case on whether
the National Commercial Bank Jamaica Limited be allowed to close
Olint Limited's account.

The Observer relates that Justice Harrison heard the arguments
from the two parties last Tuesday.

As reported in the Troubled Company Reporter-Latin America on
April 24, 2008, the High Court Judge Roy Jones refused to grant
an extension of an injunction that blocks the National
Commercial from closing Olint's accounts.  Justice Jones had
previously extended the injunction alternative investment scheme
Olint secured to block the National Commercial from closing its
accounts.  The Supreme Court extended the injunction until
Feb. 15, preventing the bank from closing the accounts.  Olint
had taken out the injunction on Jan. 11, 2008, when the National
Commercial had planned to close Olint's accounts, alleging that
the company was unregulated and was operating in breach of the
Securities Act.

Justice Jones told The Observer that the National Commercial  
was “within its rights, according to Bank of Jamaica
requirements,” to close Olint's accounts as each day that the
accounts remain open, the bank is “exposed to the risk of
sanction, as Olint was not licensed to trade within Jamaica.”

Headquartered in Kingston, Jamaica, the National Commercial Bank
Jamaica Limited  -- http://www.jncb.com/-- provides commercial         
and retail banking, wealth management services.  The company's
services include personal banking, business banking, mortgage
loans, wealth management and insurance services.  Founded in
1977, the bank primarily operates in West Indies and the UK.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 18, 2006, Standard & Poor's Rating Services affirmed its
'B/B' counterparty credit and CD ratings on National Commercial
Bank Jamaica Ltd.  S&P said the outlook is stable.

As reported in the Troubled Company Reporter-Latin America on
May 2, 2007, Fitch Ratings affirmed these ratings on Jamaica-
based National Commercial Bank Jamaica Limited: long-term
foreign and local currency Issuer Default at 'B+'; short-term
foreign and local currency rating at 'B'; individual at 'D'; and
support at 4.  The rating outlook on the bank's ratings is
stable, in line with Fitch's view of the sovereign's
creditworthiness.


NATIONAL COMMERCIAL: Profit Increases 44% in First Six Months
-------------------------------------------------------------
The National Commercial Bank Jamaica Limited's profit increased
44% to J$4.5 billion in the first half of the financial year
ended March 31, 2008, compared to J$3.1 billion in 2007, Radio
Jamaica reports.

Radio Jamaica relates that the National Commercial's operating
revenue for the first six months ended March 2008 rose 18% to
J$11.9 billion, compared to 2007.  The bank's net loans
increased by 29% to J$62.7 billion.

Customer deposits grew 16% to J$120 billion in the first six
months ended March 2008, from the same period in 2007, Radio
Jamaica states.

Headquartered in Kingston, Jamaica, the National Commercial Bank
Jamaica Limited  -- http://www.jncb.com/-- provides commercial         
and retail banking, wealth management services.  The company's
services include personal banking, business banking, mortgage
loans, wealth management and insurance services.  Founded in
1977, the bank primarily operates in West Indies and the UK.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 18, 2006, Standard & Poor's Rating Services affirmed its
'B/B' counterparty credit and CD ratings on National Commercial
Bank Jamaica Ltd.  S&P said the outlook is stable.

As reported in the Troubled Company Reporter-Latin America on
May 2, 2007, Fitch Ratings affirmed these ratings on Jamaica-
based National Commercial Bank Jamaica Limited: long-term
foreign and local currency Issuer Default at 'B+'; short-term
foreign and local currency rating at 'B'; individual at 'D'; and
support at 4.  The rating outlook on the bank's ratings is
stable, in line with Fitch's view of the sovereign's
creditworthiness.



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

ALESTRA: Turnarounds With Net Income of MXN188 Million in 2007
--------------------------------------------------------------
Alestra, S. de R.L. de C.V., pursuant to the Mexican Financial
Reporting Standards, reported net income of MXN188 million in
2007, a turnaround from the net loss of MXN123.6 million in
2006.  The company attributes the improvement to higher
operating income in 2007 coupled with a reduction of
comprehensive financial loss as a result of an exchange gain and
lower interest expenses compared to 2006.

Under the U.S. Generally Accepted Accounting Principles, Alestra
posted positive bottom lines in the two years -- net income of
MXN299 million in 2007, and net income of MXN300.6 million in
2006.

Total revenues (under Mexican FRS) increased 11.5% to
MXN5.06 billion in 2007, from MXN4.54 billion in 2006.  This
result was due to higher long distance revenues and a sustained
growth of the company's data, Internet and local services,
Alestra said in a regulatory filing with the U.S. Securities and
Exchange Commission.

Cost of services soared in 2007 to MXN2.22 billion from the
MXN1.73 billion incurred in the prior year.  Administration,
selling and other operating expenses in 2007 aggregated
MXN1.51 million, while depreciation and amortization totaled
MXN870 million.

As of Dec. 31, 2007, Alestra has assets totaling
MXN6.54 billion, MXN3.95 billion in total liabilities, and
stockholders' equity of MXN2.60 billion.  Balance sheet as of
Dec. 31, 2007, showed the company's strained liquidity with
current assets totaling MXN1.09 billion available to pay current
liabilities aggregating MXN 1.21 billion.

In the SEC filing, Alestra notes that the average price of its
long distance services has declined significantly as a result of
a high level of competition and an oversupply of fiber optic
capacity.  The company sees the decline to continue, reducing
its revenues.

With various technological advances and regulatory changes,
Alestra expects facing additional competition in the future from
new market participants, which may result in lower prices for
telecommunication services, less margins, and/or a loss of
market share.  The company believes it may have to make
significant expenditures to maintain and improve the
competitiveness of its service offerings.

Incorporated in October 1995, Alestra, S. de R.L. de C.V.
http://www.alestra.com.mxis a limited liability variable  
capital company organized under the laws of Mexico for a term of
99 years.  Headquartered in San Pedro Garza García, N.L. 66260,
Mexico, the company provides telecommunications services in
Mexico that it markets under the Alestra brand and carry on its
own network.  Alestra offers domestic and international long
distance services, data and  Internet services and local
services.   It is owned 49% by AT&T Mexico, a wholly owned
subsidiary of AT&T Inc., and 51% by Onexa, a corporation owned
by Alfa S.A.B. de C.V.  

                        *     *     *

As reported by the Troubled Company Reporter-Latin America on
Oct. 5, 2007,  Moody's Investors Service upgraded Alestra, S de
R.L. de C.V.'s issuer rating and corporate family rating to B2
from Ca.  The ratings are not assigned to any specific debt
issue.  Prompting the upgrade are improvements in the company's
financial profile.  Leverage has been reduced to 2.8 times debt
to EBITDA and funds from operations interest coverage was 4.4
times for the 12 months ending June 2007.


ASARCO: Grupo Mexico to Submit Reorganization Plan for ASARCO
-------------------------------------------------------------
Grupo Mexico, S.A.B. de C.V., the ultimate parent of ASARCO LLC
and its debtor-affiliates, will propose a sponsored
reorganization plan through an auction procedure approved by the
U.S. Bankruptcy Court for the Southern District of Texas to
ensure the company's creditors are paid full or unimpaired.

Although the company objects to the auction process, it is
finalizing a proposal in an effort to guarantee the fair
valuation of Asarco LLC's assets and reestablish its control of
the company.

The company welcomes the involvement of a Court-appointed
examiner, who will oversee the auction and ensure the integrity
of the process.  The company believes that with a full payment
plan, there is no reason to accept any purchase of assets
proposal, and the legal team is prepared to pursue all legal
remedies to guarantee that the auction results in the full
valuation of Asarco LLC's assets.

                           About ASARCO

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

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

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

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

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 71; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CONTINENTAL AIRLINES: Chooses Not to Merge With United Air Lines
----------------------------------------------------------------
Continental Airlines Inc.'s Chairman and Chief Executive Officer
Larry Kellner and President Jeff Smisek disclosed to more than
45,000 employees that the company's Board of Directors
unanimously supported the management's recommendation that, in
the current industry environment, the best course for
Continental is not to merge with another airline at this time.

As reported in the Troubled Company Reporter on April 21, 2008,
two people briefed on the matter said that Continental Airlines
and UAL Corp.'s unit United Airlines Inc. 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 Air Lines Inc. and Northwest
Airlines Corp. 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 two executives, the Board very carefully
considered all the risks and benefits of a merger with another
airline, and determined that the risks of a merger at this time
outweigh the potential rewards, as compared to Continental's
prospects on a standalone basis.  The management will, however,
continue to review potential alliances and its membership in
SkyTeam.  Continental is considering alternatives to SkyTeam as
its carefully evaluates which major global alliance will be best
for Continental over the long term.

While some would prefer to see Continental pursue a merger, the
company strongly believes it has made the right decision -- one
that is in the best interests of its stockholders, co-workers,
customers and the communities it serves.

Messrs. Kellner and Smisek relate that every U.S. carrier,
including Continental, is under enormous pressure from record
high fuel prices, a slowing U.S. economy and a weak dollar.  In
today's harsh environment, the company must continue to adjust
its business model to ensure it to successfully navigate through
these difficult times, so that in the future it can once again
grow and prosper.

In the meantime, Continental must all continue to concentrate on
what it does so well: delivering clean, safe and reliable air
transportation every day.

Even in these tough times, Messrs. Kellner and Smisek said,
Continental has great strengths.  It has an enviable position in
the New York market, a powerful hub in Houston, and hubs in
Cleveland and Guam.  Continental has a solid trans-Atlantic
route network, which has recently been enhanced by our access to
London Heathrow.  It also has a great Latin American network and
a growing portfolio of routes to India and Asia.  Continental
flies the youngest, most fuel-efficient fleet and have the best
new aircraft order book among the major network carriers.

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

                   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 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
April 23, 2008, Standard & Poor's Ratings Services revised its
rating outlook on Continental Airlines Inc. (B/Negative/B-3) to
negative from stable.  S&P also placed its ratings on selected
enhanced equipment trust certificates that are secured by
regional jets on CreditWatch with negative implications.


DESARROLLADORA HOMEX: Equity International Sells 11 Mil. Shares
---------------------------------------------------------------
Desarrolladora Homex, S.A.B de C.V., said that Equity
International has sold approximately 11 million common shares
of Homex in private transactions.

Beginning in 2002, Equity International became a major investor
in Homex.  In recent months, Equity International has been
reducing its ownership position in the company, including a
Feb. 1, 2008, transaction in which 5.1% of Homex common stock
was sold to the family of Homex's founders.  Pursuant to the
liquidation plans for Equity International's investment fund,
Equity International decided it was the optimal time to sell the
remainder of its stake in Homex.

In connection with the stock sale, Equity International's Chief
Executive Officer Gary Garrabrant resigned as a member of the
Homex Board of Directors, effective April 25, 2008.

"The last five years have been a period of tremendous growth for
Homex, and we were fortunate to benefit from Equity
International's extensive experience in capital markets and its
proven success in international real estate investments.  They
have been an ideal partner in our company," said Homex Chief
Executive Officer, Gerardo de Nicolas.

Our partnership with Homex has been tremendously successful for
both Homex and Equity International," said Mr. Garrabrant.  "We
believe in the strength of the Mexican homebuilding industry and
are confident Homex will continue to thrive in this market.  We
know we will continue to share a long and prosperous
relationship with Homex."

                   About Desarrolladora Homex

Desarrolladora Homex S.A.B. de C.V. (NYSE: HXM, BMV: HOMEX) --
http://www.homex.com.mx-- is a vertically integrated home  
development company focused on affordable entry-level and
middle-income housing in Mexico.  It is one of the most
geographically diverse homebuilders in the country.  Homex is
the largest homebuilder in Mexico, based on revenues, number of
homes sold and net income.

                        *      *      *

As reported in the Troubled Company Reporter-Latin America on
Sept. 19, 2007, Moody's affirmed Desarrolladora Homex's national
scale issuer rating at A3.mx, and global scale local currency
issuer rating at Ba3.  Moody's said the rating outlook remains
positive.

As reported in the Troubled Company Reporter-Latin America on
March 17, 2008, Standard & Poor's Ratings Services said that
Desarrolladora Homex S.A.B. de C.V.'s (BB-/Stable/--)
announcement that it has received approval from its shareholders
to establish a US$250 million share repurchase program does not
have an immediate impact on the current rating or outlook
assigned to the issuer.  S&P expects a negative rating action
should be expected if the company's share repurchase program
leads to additional indebtedness and/or a significant reduction
in its cash balance.


DIOMED HOLDINGS: Can Use Cash Collateral on Interim Basis
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts gave
Diomed Holdings Inc. and Diomed Inc. interim approval to use
lenders' cash collateral.

In March 2008, the Debtors told the Court that they need to use
cash collateral for the continued management and operations of
their business.  The Debtors particularly said that they have to
fund efforts to sell their assets.

The Debtors related that the use of cash collateral alone won't
sustain their cash needs beyond the initial weeks of the cases.  
Access to additional post-petition credit will be necessary to
pay for future daily operating costs associated with the
Debtors' ordinary course operations in order to finalize the
terms of and consummate, subject to Court approval, a
transaction for the sale of their operating assets.

          Creditors Holding Interest in Cash Collateral

Based on a court document, Hercules Technology Growth Capital
Inc., Iroquis Capital LP, Cranshire Capital LP, Portside Growth
and Opportunity Fund, and Rockmore Investment Master Fund Ltd.
are among those that have interests in the cash collateral.

a. Hercules Term Loan

The Debtors disclose that they are borrowers under a certain
loan and security agreement dated Sept. 28, 2007, with Hercules
as lender.  Hercules loaned the Debtors with a principal amount
of US$10,000,000 allowing the Debtors to draw US$6,000,000 on
the closing date.  The Debtors can then draw up to US$4,000,000
to be advanced in minimum increments of US$2,000,000 beginning
Jan. 31, 2008, until March 30, 2008.  The loan agreement with
Hercules has a prime rate plus 3.20%, plus additional 5%
following event of default.  The Debtors granted Hercules in its
assets, including inventory but excluding 35% of the capital
stock of foreign units and the capital stock of Luminetix Corp.  
As of the bankruptcy filing, the Debtors are obligated to
Hercules in the amount of US$6,000,000 with respect to term
loan, plus costs.

b. 2004 Variable Rate Convertible Debentures

Diomed Holdings issued variable rate convertible debentures in
October 2004, held as of the bankruptcy filing, by four
investors, Iroquis, Cranshire, Portside and Rockmore.  The
debentures mature on Oct. 25, 2008, or at an earlier date, in
cash or common stock.  
In the event of mandatory repayment, the debentures is subject
to a 30% prepayment premium.  The debentures bear interest at a
variable rate of the greater of 500 basis points over six-month
LIBOR, or 10%, subject to an increase to 18% following event of
default.  Diomed Holdings initially issued US$7,000,000 of
convertible debentures, the amount was reduced over time.  The
conversion price of the debentures is currently at US$0.70 per
share.  Although the debentures were unsecured when issued in
2004, a subordinated security interest was granted to the
debenture holders as a condition to the debenture holders'
consent to the Hercules Term Loan on Sept. 28, 2007.  As of the
bankruptcy filing, the balance of the outstanding debentures was
US$3,536,090, plus costs.

c. Other Liabilities

The Debtors have other current liabilities, including general
unsecured liquidated accounts payable of US$1,652,001 and
accrued expenses of US$3,755,612, totaling US$5,407,614.

                        Debtors' Assets

The Debtors disclose that as of Feb. 29, 2008, they hold
accounts receivable of US$1,612,917, cash and cash equivalents
of US$309,273, inventory of US$2,626,306, prepaid expenses of
US$456,805, property and equipment of US$862,337, long-term
assets of US$4,408,240, and other assets of US$14,700,000.  The
total value of the Debtors' assets as of Feb. 29, 2008, reached
about US$24,975,881.

                      About Diomed Holdings

Based in Andover, Massachussetts, Diomed Holdings Inc. (AMEX:
DIO) -- http://www.evlt.com/and  http://www.diomedinc.com/--  
develops and commercializes minimal and micro-invasive medical
procedures that use its proprietary laser technologies and
disposable products.  Diomed's EVLT(R) laser vein ablation
procedure is used in varicose vein treatments.  Diomed also
provides photodynamic therapy for use in cancer treatments, and
dental and general surgical applications.  Diomed Holdings has
no assets other than its 100% ownership in Diomed Inc., its
operating unit.  Diomed Inc. owns 100% of Diomed Ltd. in the
United Kingdom and Diolaser Mexico SA de CV in Mexico.  The
company also has an affiliate in Asia through Diomed Hong Kong.

The company and its affiliate, Diomed Inc., filed for Chapter 11
protection on March 14, 2008 (Bankr. D. Mass. Case Nos. 08-40750
and 08-40749).  Douglas R. Gooding, Esq., at Choate Hall &
Stewart LLP, is the Debtors local counsel and McGuireWoods LLP
is its general counsel.  Goulston & Storrs P.C. is counsel to
the Official Committee of Unsecured Creditors.  The company's
schedules show total assets of US$19,936,479 and total
liabilities of US$14,743,485.

In connection with the Chapter 11 filings, Diomed Ltd. filed for
Administration under the laws of the United Kingdom in the
Cambridge County Court.  Steven Mark Law of Ensors was named as
administrator.


DIOMED HOLDINGS: Seeks Court OK to Sell Assets to AngioDynamics
---------------------------------------------------------------
Diomed Holdings Inc. and Diomed Inc. asked permission from the
U.S. Bankruptcy Court for the District of Massachusetts to sell
their medical device development and marketing business
operations and majority of their estates to AngioDynamics Inc.

As reported in the Troubled Company Reporter-Europe on April 14,
2008, Diomed entered into an asset purchase agreement with
AngioDynamics for the sale of its U.S. operations for
a cash purchase price of US$8 million.  The assets subject to
the Agreement exclude the proceeds of Diomed's settlement of its
777 patent litigation with AngioDynamics.  Under the settlement,
AngioDynamics agreed to pay US$7 million, and the proceeds of
Diomed's anticipated US$3.6 million settlement with Vascular
Solutions, Inc, now pending bankruptcy court approval, as well
as certain patents.

The buyer will assume liabilities arising after the closing of
the deal including ordinary course of business wage of employees
who will be absorbed by the new owner.  This wage is valued at a
maximum of US$160,000 with respect to salaries plus US$160,000
with respect to commissions.

A break-up fee of US$250,000 will be paid to the buyer at the
closing of an alternative transaction.

                      About Diomed Holdings

Based in Andover, Massachussetts, Diomed Holdings Inc. (AMEX:
DIO) -- http://www.evlt.com/and  http://www.diomedinc.com/--  
develops and commercializes minimal and micro-invasive medical
procedures that use its proprietary laser technologies and
disposable products.  Diomed's EVLT(R) laser vein ablation
procedure is used in varicose vein treatments.  Diomed also
provides photodynamic therapy for use in cancer treatments, and
dental and general surgical applications.  Diomed Holdings has
no assets other than its 100% ownership in Diomed Inc., its
operating unit.  Diomed Inc. owns 100% of Diomed Ltd. in the
United Kingdom and Diolaser Mexico SA de CV in Mexico.

The company and its affiliate, Diomed Inc., filed for Chapter 11
protection on March 14, 2008 (Bankr. D. Mass. Case Nos. 08-40750
and 08-40749).  Douglas R. Gooding, Esq., at Choate Hall &
Stewart LLP, is the Debtors local counsel and McGuireWoods LLP
is its general counsel.  Goulston & Storrs P.C. is counsel to
the Official Committee of Unsecured Creditors.  The company's
schedules show total assets of US$19,936,479 and total
liabilities of US$14,743,485.

In connection with the Chapter 11 filings, Diomed Ltd. filed for
Administration under the laws of the United Kingdom in the
Cambridge County Court.  Steven Mark Law of Ensors was named as
administrator.


DIOMED HOLDINGS: Selects Fladgate LLP as U.K. Legal Counsel
-----------------------------------------------------------
Diomed Holdings Inc. and Diomed Inc. seek permission from the
U.S. Bankruptcy Court for the District of Massachusetts to
engage Fladgate LLP as their United Kingdom counsel.

The Debtors continue to operate their businesses, including
their operations in the United Kingdom and Mexico through their
units, Diomed Ltd. and Diolaser Mexico SA de CV.

The Debtors told the Court that Fladgate LLP will represent
their interests with respect to Diomed Ltd., effective as of the
date of their retention motion.  Fladgate LLP will render
various legal services necessary in the Debtors' cases.

According to the motion, Diomed Ltd. was formed under the laws
of the United Kingdom, and 100% of Diomed Ltd. is owned by
Diomed Inc.  Contemporaneous with the filings in the U.S.,
Diomed Ltd. filed documents in Court commencing administration
proceeding in the United Kingdom.

Based on the motion, Fladgate LLP's rates range from US$550 to
US$850 for attorneys and $350 for paralegals.

The Debtors assured the Court that "Fladgate is well-qualified
to represent them in the cases in an efficient and timely
manner." They added that Fladgate LLP won't duplicate the
services to be rendered by its other counsels and hired
professionals.

The firm can be reached at:

            Rupert Connell, Esq.
               (rconnell@faldgate.com)
            Edward Marriott, Esq.
               (emarriottl@faldgate.com)
            Fladgate LLP
            25 North Row
            London, W1K6DJ
            Tel: +44 (0)20 7323 4747
            Fax: +44 (0)20 7629 4414

In his affidavit, Mr. Connell said that his firm has over 80
attorneys, has a large and diversified law practice.  He said
that although his firm may have a client roll encompassing
several entities that may have interests in the Debtors' cases,
Fladgate will not represent other client in matters related to
the Debtors during the pendency of the case.

                      About Diomed Holdings

Based in Andover, Massachussetts, Diomed Holdings Inc. (AMEX:
DIO) -- http://www.evlt.com/and  http://www.diomedinc.com/--  
develops and commercializes minimal and micro-invasive medical
procedures that use its proprietary laser technologies and
disposable products.  Diomed's EVLT(R) laser vein ablation
procedure is used in varicose vein treatments.  Diomed also
provides photodynamic therapy for use in cancer treatments, and
dental and general surgical applications.  Diomed Holdings has
no assets other than its 100% ownership in Diomed Inc., its
operating unit.  Diomed Inc. owns 100% of Diomed Ltd. in the
United Kingdom and Diolaser Mexico SA de CV in Mexico.

The company and its affiliate, Diomed Inc., filed for Chapter 11
protection on March 14, 2008 (Bankr. D. Mass. Case Nos. 08-40750
and 08-40749).  Douglas R. Gooding, Esq., at Choate Hall &
Stewart LLP, is the Debtors local counsel and McGuireWoods LLP
is its general counsel.  Goulston & Storrs P.C. is counsel to
the Official Committee of Unsecured Creditors.  The company's
schedules show total assets of US$19,936,479 and total
liabilities of US$14,743,485.

In connection with the Chapter 11 filings, Diomed Ltd. filed for
Administration under the laws of the United Kingdom in the
Cambridge County Court.  Steven Mark Law of Ensors was named as
administrator.


FIAT SPA: Earns EUR427 Million in First Quarter of 2008
-------------------------------------------------------
The Board of Directors of Fiat S.p.A. met in Turin under the
chairmanship of Luca Cordero di Montezemolo to approve the
Group’s first quarter 2008 results.

Group revenues rose nearly 10% to EUR15 billion, with all
businesses contributing to the increase, despite the uneven
trading conditions in some key regions:

   -- Continued success of new and existing models enabled Fiat
      Group Automobiles to achieve growth, with a total of
      563,600 units delivered during the quarter (+4.1% over
      first quarter 2007).  Although overall demand in Western
      Europe was down, FGA reported notable year-over-year
      increases in Germany (+15%) and France (+27%), in addition
      to experiencing a record quarter in Brazil (+35%).

   -- Agricultural and Construction Equipment (CNH) revenues
      were up 10.1% (25.9% in US dollar terms).  The Sector’s
      global presence enabled it to capitalize on growth
      opportunities in international markets, offsetting       
      declines in Construction Equipment in North America.

   -- Trucks and Commercial Vehicles (Iveco) had record first
      quarter revenues, with the number of vehicles delivered up
      21% over prior year. 2007 new product launches ensured
      that the Sector could meet increased demand in the heavy
      vehicle range.

Trading profit increased 28.7% to EUR766 million, with gains in
all industrial businesses:

   -- FGA contributed trading profit of EUR193 million (2.8% of
      revenues), slightly higher than 2007 reported levels but
      up EUR81 million or 53% excluding one-off items.

   -- CNH reported an increase of EUR9 million to EUR198 million       
      (up 19.4% in US dollar terms). Margins were down 0.3% to       
      6.7% as a result of industrial inefficiencies caused by
      the rapid increase in demand for agricultural products.

   -- Iveco posted another record first quarter trading profit,       
      up 48% year-over-year to EUR222 million, representing a
      significant improvement in trading margin to 7.6% (from 6%       
      for first quarter 2007).

Strategic developments during the quarter include three joint
ventures announced by Magneti Marelli in India and the
acquisition of a manufacturing plant by FPT Powertrain
Technologies in Brazil.

At the AGM held on March 31, 2008, shareholders approved an
aggregate 2007 dividend of EUR523 million and renewed
authorization for the Group’s share buy-back program.

The Group closed the quarter with Net Industrial Debt of
EUR1.1 billion, driven by a seasonal increase in working capital
of EUR1.3 billion, acquisitions of EUR0.1 billion and
EUR0.2 billion in share repurchases.  Liquidity remains strong
at EUR4.8 billion.

All 2008 Group targets are confirmed, including Net Industrial
Cash of EUR1.5 billion at year end (excluding the impact of
additional share buybacks).

The Group

Group revenues for first quarter 2008 totaled EUR15 billion, up
9.9% over the same period in 2007, with all industrial
businesses contributing to the increase.

Trading profit of EUR766 million (5.1% of revenues) rose nearly
29 % over the EUR595 million reported for first quarter 2007
(4.4% of revenues).

Operating profit came in at EUR783 million for the quarter, and
included net unusual income of EUR17 million, primarily arising
from the release of provisions for risks and restructuring costs
which are no longer required.

Net financial expense for the quarter totaled EUR210 million and
included a EUR63 million charge for the marking to market of two
stock-option related equity swaps.  The equivalent item yielded
a EUR91 million income inclusion in first quarter 2007, thus
yielding a year-over-year difference of EUR154 million. The
aggregate fair value for these equity swaps continues to be
positive at quarter end. Excluding the impact of the equity
swaps, net financial expense for the quarter was flat compared
with first quarter 2007.

Profit before taxes totaled EUR636 million, an increase of
EUR62 million over first quarter 2007.  Higher operating profit
(+EUR188 million) and an increase in investment income (+EUR27
million) more than offset higher net financial expense.

Income taxes amounted to EUR209 million (EUR198 million in first
quarter 2007), representing an effective tax rate of 32.9%
(34.5% in first quarter 2007).

Net profit (before minority interests) for first quarter 2008
totaled EUR427 million, compared to EUR376 million for the same
period in 2007.

Net industrial Debt rose by EUR1.5 billion, mainly due to
seasonal working capital absorption (EUR1.3 billion), share buy-
backs of EUR0.2 billion, acquisitions of EUR 0.1 billion and the
equity swap impact of EUR63 million. Liquidity of EUR4.8 billion
remained strong and in line with Group guidelines.

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 al


FRONTIER AIRLINES: Taps Faegre & Benson as Special Counsel
----------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries seek
permission from the U.S. Bankruptcy Court for the Southern
District of New York for authority to employ Faegre & Benson LLP
as their special counsel, effective as of the Debtors'
bankruptcy filing date, with respect to various corporate,
securities, and litigation matters and any claims or disputes of
the Debtors made by or against First Data Corporation.

The Debtors are party to a Merchant Services Airline Bankcard
Agreement with First Data Corp., a bankcard processor. Majority
of the tickets sold for the Debtors' flights involve a bankcard
transaction processed by First Data Corp.

The filing of the Chapter 11 cases was triggered by the actions
about to be taken by First Data Corp. in increasing -- beginning
on April 11, 2008 -- the collateral required under the Bankcard
Agreement from US$54,500,000 to US$130,000,000, beginning with a
retention of 50% of the Debtors bankcard sales proceeds under
the Bankcard Agreement. As a result of the Chapter 11 filing,
the Debtors anticipate the need for legal counsel with respect
to any claims or disputes of the Debtors made by or against
First Data Corp.

Edward M. Christie, III, the Debtors' senior vice president for
finance, says Faegre & Benson possesses extensive experience
in Chapter 11 reorganization cases and other debt restructuring
proceedings, as well as extensive knowledge of corporate
transactional, litigation and related fields.

Douglas Wright, a partner at Faegre & Benson, has been the
corporate and securities counsel to the Debtors since their
formation in 1994. This gives the firm a special understanding
of the Debtors' business operations and legal issues as a
result of longstanding and significant representation,
Mr. Christie says.

Moreover, the firm has been involved in counseling the Debtors
specifically with respect to credit card issues prior to
their Chapter 11 cases.

Thus, Mr. Christie says, Faegre & Benson is well-qualified to
represent the Debtors in an efficient and effective manner as
special counsel with respect to credit processor issues,
corporate securities and litigation matters, and any claims or
disputes of the Debtors made by or against First Data
Corp.

Mr. Christie says that the Debtors are separately seeking the
Court's authorization to employ as their counsel in the Chapter
11 cases (i) Davis Polk & Waldwell as general restructuring
counsel and (ii) Togut, Segal & Segal LLP as general conflicts
counsel.

According to Mr. Christie, DPW is unable to represent the Debtor
in any litigation involving First Data Corp. due to conflict of
interest.

Faegre & Benson is expected to work closely with the Debtors,
DPW, Togut, and each of the Debtors' other retained
professionals
to clearly delineate each professional's duties to prevent
unnecessary duplication of work.

Faegre & Benson will be paid based on its customary hourly rates
and reimbursed for actual, reasonable and necessary out-of-
pocket
expenses.

The firm's hourly rates are:

Partners US$375 to US$695
Associates/Special Counsel US$175 to US$420
Paralegals and Clerks US$140 to US$285

The attorneys and paralegals who will primarily work on the

Debtors' case, and their billing rates are:

     Professional           Position   Rate
     ------------           --------   ----

     Douglas R. Wright      Partner  US$550
     Michael R. Stewart     Partner     625
     Dennis M. Ryan         Partner     565
     Jerome A. Miranowski   Partner     565
     Jeffrey Sherman        Partner     500
     Michael Krauss         Partner     375
     Heather Carson Perkins Partner     410
     Jason Day              Associate   385
     Brandee L. Caswell     Associate   380
     Theresa H. Dykoschak   Associate   265
     Kristy M. Koeltzow     Paralegal   255
     Kristin L. Dunlop      Paralegal   255
     Debrah L. Wegler       Paralegal   230

Within the one-year period prior to the Petition Date, Faegre &
Benson received from the Debtors US$440,000 for services
rendered and related expenses. There are no outstanding amounts
owed to the firm on account of services or expenses incurred
prepetition.  In addition, prior to the Petition Date, Faegre &
Benson received US$300,000 in retainer payments for services to
be rendered and for expenses incurred in connection with the
Debtors Chapter 11 cases.

Mr. Ryan assures the Court that Faergre & Benson is not
connected with the Debtors, their creditors, other parties-in-
interest or the U.S. Trustee or any person employed by the
Office of the U.S. Trustee, and does not hold any interest
adverse to the Debtors or their estates with respect to the
matters upon which it is to be engaged.

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

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.) Hugh R. McCullough, Esq. at Davis Polk &
Wardwell represent the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is Debtors' Conflicts Counsel, Epiq
Bankruptcy LLC is Debtors' Notice & Claims Agent and Kekst and
Company is the Debtors' Communications Advisors. At Dec. 31,
2007, Frontier Airlines Holdings Inc. and its subsidiaries'
total assets was US$1,126,748,000 and total debts was
US$933,176,000. (Frontier Airlines Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


RESIDENTIAL CAPITAL: Taps T. Marano as Non-Exec Board Chairman
--------------------------------------------------------------
Residential Capital, LLC, an indirect wholly owned subsidiary of
GMAC Financial Services, disclosed that Thomas Marano, former
senior managing director and global head of Mortgage and Asset-
Backed Securities at Bear Stearns & Co., Inc., has been
appointed to serve as ResCap's non-executive chairman of the
board of directors, succeeding former chairman Michael Rossi.  
As previously announced, Mr. Rossi resigned from the board
effective March 17, 2008, due to medical reasons.  In addition
to joining the ResCap board, Mr. Marano has been appointed to
the board's executive committee, where he will serve with
ResCap's chief executive officer Jim Jones.

In addition to the appointment of Marano, ResCap also announced
the election to the board of Joshua Weintraub, formerly a senior
managing director with Bear Stearns' global mortgage operations,
who has also been appointed to the board's executive committee,
and James Young, ResCap's chief financial officer.  The new
members join existing board members Alvaro G. de Molina, GMAC
chief executive officer; Jim Jones, ResCap CEO; David Walker,
GMAC treasurer; Linda Zukauckas, GMAC group vice president of
finance; and Ronald Kravit, managing principal, Cerberus Real
Estate Capital Management, L.P.

"The addition of these board members brings strong and fresh
executive experience and operational expertise to ResCap's Board
of Directors," CEO Jim Jones said.  "In his more than 25 years
with Bear Stearns, Tom Marano was instrumental in creating and
expanding the firm's mortgage business, including most recently
as the person in charge of mortgage trading and origination.  
His exceptional background and experience will undoubtedly add
significant value to the leadership of ResCap, and we are
excited that he will be joined on the board by Josh and Jim,
both of whom are exceptional talents."  

The new board members will replace departed members Eric
Feldstein, Sanjiv Khattri and Paul Bossidy.  ResCap is also
conducting a search to identify two additional independent
directors, to be appointed as soon as practicable, to replace
Thomas Jacob and Thomas Melzer, who left the ResCap board
earlier this week.

"On behalf of ResCap, I would like to thank all of the departing
directors for their commitment and service to ResCap, and we
wish them well," Mr. Jones said.

Residential Capital LLC is a subsidiary or GMAC LLC and is
headquartered in Minneapolis, Minnesota.  Rescap reported equity
of US$6.0 billion at Dec. 31, 2007.  ReCap has operations in
Mexico.


RESIDENTIAL CAP: S&P Junks Ratings on Board Members' Stepdown
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Residential Capital LLC to 'CCC+' from 'B' following the
announcement that two independent board members have resigned.  
S&P also placed Residential Capital LLC's ratings on CreditWatch
with negative implications.  At the same time, S&P lowered its
ratings on GMAC LLC, parent company of Residential Capital LLC,
to 'B' from 'B+'.  The outlook on GMAC remains negative.
     
"The rating action on Residential Capital LLC reflects two
related corporate governance concerns," said Standard & Poor's
credit analyst John Bartko.  "One, that departures indicate
disagreement (or dissension) on the board regarding the best
approach in addressing the challenges facing the company, and
two, that, although the independent directors had full fiduciary
responsibilities to all stakeholders, under certain
circumstances as defined in Residential Capital LLC's operating
agreement they would be required to consider specifically the
interests of creditors.  Their departure may compromise the
interests of debtholders."

In addition, the company has not indicated the reason for the
departure of the directors, who were the only independent
directors on the Residential Capital LLC board.  S&P will
monitor the board's progress in finding replacements.
     
The directors' departures sharpens S&P's concerns regarding
Residential Capital LLC's performance, which reflects the
continued turmoil in the housing and mortgage markets.  The
company's exposure to troubled asset types and the weakened
economy create expectations of continued performance pressures.   
Residential Capital LLC's capital position was enhanced during
the first quarter by GMAC's acquisition of US$1.2 billion in
debt in the open markets.  Even after this action, Residential
Capital LLC's capital position is strained.
     
The rating action on GMAC reflects S&P's concerns regarding
Residential Capital LLC's stressed condition, the likelihood
that Residential Capital LLC will require additional support,
and the concern that GMAC will bear the brunt of future support
needs.  In addition, S&P is concerned about pressured
performance at GMAC's core auto finance business, given broad
capital market challenges and lower 2008 light-vehicle sales.  
Weakening asset-quality performance has already been seen, and
S&P expects the economy to weaken further.
     
Capital support for Residential Capital LLC is of paramount
importance.  It is apparent at this point that after providing
several billion dollars of support, GMAC's parents, Cerberus
Capital Management L.P. (51% ownership) and General Motors Corp.
(49%), are expecting GMAC to exercise strategic alternatives to
support Residential Capital rather than providing their own
capital.
     
S&P's ratings on Residential Capital LLC are on CreditWatch with
negative implications.  S&P expects further downgrades to be
driven by Residential Capital LLC's failure to secure capital in
excess of anticipated quarterly losses or liquidity
deterioration, which would lessen the company's ability to
navigate through upcoming debt maturities.  A return of
Residential Capital LLC's outlook to stable presumes the board
of directors would be configured so as to reinstate debtholder
advocacy beyond insider members, and would depend on whether the
company can generate sustained earnings and grow and maintain
capital at adequate levels.

Residential Capital LLC is a subsidiary or GMAC LLC and is
headquartered in Minneapolis, Minnesota.  Rescap reported equity
of US$6.0 billion at Dec. 31, 2007.  ReCap has operations in
Mexico.


SHARPER IMAGE: Chooses to Pursue Sale of Business and Assets
------------------------------------------------------------
Sharper Image Corp. has elected to pursue a sale of its business
and assets pursuant to the provisions of the bankruptcy code,
the company disclosed in a statement.

"[G]iven the present retail climate and specialty nature of the
Company, as well as the limited financing available to the
Company, a sale of its business and assets at this time will
preserve values and yield the best recovery to the company,"
said
Robert Conway, the company's chief executive officer.

Any sale will be subject to court approval.

According to the statement, Sharper Image will solicit
indications of interest from potential acquirers, and bid and
auction procedures will be established as soon as reasonably
practicable.

The company intends to complete the sale process and seek court
approval of the sale by the end of May 2008.

Persons interested in acquiring all or part of the business or
assets are directed to contact Robert Del Genio at Telephone
Number (212) 813-1300.

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


SR TELECOM: Changes Name to SRX Post After Acquisition
------------------------------------------------------
SR Telecom Inc. changed its name to SRX Post Holdings Inc.  The
company's common shares are expected to trade on the Toronto
Stock Exchange under this new name in the coming days.

As announced on April 4, 2008, the company sold the majority of
its assets, including its brand, trademarks, intellectual
property, patents, inventories and equipment relating to its
symmetryONE and WiMAX Forum-certified symmetryMX product lines
to Sherbrooke (Quebec)-based Groupe Lagasse.  Group Lagasse
operated the business since April 4, 2008 under the name SR
Telecom & Co. S.E.C. as a Groupe Lagasse wholly owned
subsidiary.

                          About SR Telecom

Headquartered in Quebec, Canada, SR Telecom (TSX: SRX) --
http://www.srtelecom.com/-- delivers broadband wireless access
(BWA) solutions that enable service providers to deploy voice,
Internet and next-generation services in urban, suburban and
remote areas.  The company has offices in Mexico, France and
Thailand.

SR Telecom Inc.'s consolidated balance sheet at June 30, 2007,
showed C$83.9 million in total assets and C$97.9 million in
total liabilities, resulting in a C$14.0 million total
stockholders' deficit.

SR Telecom is currently operating under the protection of the
Companies' Creditors Arrangement Act (CCAA).  The company
filed for creditor protection under the CCAA on Nov. 19, 2007.  
On
Feb. 29, 2008, it obtained a court order to extend the period of
the Court-ordered stay of proceedings under the CCAA to May 2,
2008.


WENDY'S INTERNATIONAL: Inks US$2BB Buyout Deal with Triarc Cos.
---------------------------------------------------------------
Wendy's International Inc. has signed a definitive merger
agreement with Triarc Companies Inc., the franchisor of the
Arby's restaurant system, for a US$2.34 billion all-stock
transaction.

Wendy's shareholders will receive a fixed ratio of 4.25 shares
of Triarc Class A Common Stock for each share of Wendy's common
stock they own.

Wendy's climbed 4.6% in New York Stock Exchange composite
trading on Thursday after Triarc said it will offer 4.25 shares
for each Wendy's share, Josh Fineman and Zachary Mider of
Bloomberg report.  That values the chain's Class A shares at
about US$26.78 each, 5.7% higher than the previous closing
price, Bloomberg relates.

Bloomberg cites Cowen & Co. analyst Paul Westra, saying: "The
announcement is definitely a psychological disappointment,
especially after the rather embarrassingly long one-year
search." "The drawn-out uncertainty ultimately led to a
fundamental deterioration of the Wendy's business."

Various reports say Wendy's profits totaled US$4.1 million, or
5 cents, a share for the quarter ended March 30, down from
US$14.7 million, or 15 cents a share, a year ago.  Revenue
lowered to US$513 million from US$522 million a year ago,
reports note.

Triarc will have a hard time restructuring the foodchain, Janet
Adamy of WSJ, relates.  After more than two years of bitter
public exchanges with Wendy's, Triarc chairman Nelson Peltz and
the company's new management will have to win the trust of
franchisees and employees, WSJ notes.  

                             Objectives

The transaction is expected to bring together Arby's and
Wendy's, two quick service restaurant brands.  The combined
systems will have approximately 10,000 restaurant units and pro
forma annual system sales of approximately US$12.5 billion. The
company relates it will position it as the nation's third
largest quick service restaurant company.

Under the agreement, Triarc's shareholders will be asked to
approve a charter amendment pursuant to which each share of
Triarc's Class B Common Stock, Series 1, will be converted into
one share of its Class A Common Stock, resulting in a post-
merger company with a single class of common stock.

Arby's and Wendy's will operate as autonomous brand business
units headquartered in Atlanta, Georgia, and in Dublin, Ohio,
each dedicated to operational improvements.

The new company expects to pursue daypart expansion, focused on
breakfast, expansion for both brands, and growth through future
acquisitions and new unit development.  A consolidated support
center to be based in Atlanta will oversee all public company
responsibilities and other central service functions.  As a
result, substantial corporate overhead savings are expected.

Roland Smith, Triarc's chief executive officer, will continue in
that role for the combined company and also will become chief
executive officer of the Wendy's brand.

Triarc will change its corporate name post-merger to include the
name "Wendy's" and to reflect its new identity as the owner of
this recognized restaurant brand.  Triarc's board of directors
will also be reconstituted and will have 12 members, including
two directors nominated by Wendy's.

Triarc's chairman, Nelson Peltz and its vice chairman, Peter
May,  who together own shares representing approximately 35% of
the voting power of Triarc's outstanding stock, have committed
to vote their shares in favor of the transaction.  Trian
Partners, an investment management firm which Messrs. Peltz and
May own together with Edward P. Garden, through its beneficial
ownership of 9.8% of Wendy's stock, is the largest shareholder
of Wendy's and has agreed to vote its shares in favor of the
transaction.

"We believe the combination of Arby's and Wendy's will create a
powerful new restaurant company and a 'must own' restaurant
stock with significant upside potential as we execute on the
many opportunities we see to expand and improve these two very
valuable brands," Mr. Smith said.  

"Working together with the Wendy's team, we expect to improve
margins significantly at Wendy's company-owned stores, Mr. Smith
added.  "We also expect to drive significant synergies and
improve efficiency, resulting in substantial annual savings for
our combined organization.  Through the execution of major
operating improvements and the realization of synergies, we
expect to generate substantial value for shareholders.  We also
expect to execute on a number of growth initiatives for the
combined organization that should further increase shareholder
value."

The combination of Arby's and Wendy's is expected to create
several important levers to enhance shareholder value:

   -- Arby's will leverage its management team's established
      track record of operational excellence to improve the
      results of Wendy's company-owned stores.  Planned
      operating improvements at Wendy's company-owned stores are
      estimated to generate approximately US$100 million of
      annual incremental operating profit over time through
      improved costs associated with food, labor and general
      operating expenses.

   -- Fully realized synergies and overhead savings are expected
      to reach an annual run rate of approximately US$60 million
      over time through the elimination of duplicate corporate
      functions and a streamlining of support services.

   -- U.S and international expansions are planned for both
      brands.  Daypart expansion will be focused on breakfast
      well as snacks and late night, and dual-concept unit
      development will be explored in high-cost real estate
      markets.

"We are committed to operating as a highly focused organization
and to fully realize the many operating and strategic
opportunities we will have as a result of bringing Arby's and
Wendy's together, while at the same time maintaining the strong
identity and integrity of both brands, Mr. Smith stated.

Mr. Smith has served as chief executive officer of Triarc
Companies Inc. since June 2007 and chief executive officer of
Arby's Restaurant Group Inc. since April 2006.  Previously, he
served as president and chief executive officer of American Golf
Corporation and National Golf Properties, President and chief
executive officer of AMF Bowling Worldwide Inc., and president
and chief executive officer of Arby's Inc., dba Triarc
Restaurant Group.  Mr. Smith is a graduate of the U.S. Military
Academy at West Point, New York.

"Over the past 12 months, the Special Committee of the Wendy's
Board conducted a rigorous process that will result in Wendy's
shareholders receiving a premium for their shares," James V.
Pickett, Wendy's chairman, said.  "We believe this transaction
with Triarc is in the best interests of all of Wendy's
constituencies and represents superior value to what the board
anticipates Wendy's would have generated as an independent
company.

"Wendy's directors deeply appreciate the patience and dedication
of our shareholders, franchisees and employees during a long
process," Mr. Pickett said.  "Wendy's needs stability and
bringing closure will enable our employees and franchisees to
focus solely on the business and customers.  The board and
management look forward to working with the Triarc team."

The transaction has been approved by the boards of directors of
both companies. The transaction is subject to regulatory
approvals and customary closing conditions, including the
expiration or termination of the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976.  The
transaction also requires the approval of Triarc and Wendy's
shareholders.  The transaction is expected to close in the
second half of 2008.

                             Advisors

Wachovia Securities and Merrill Lynch & Co. acted as Triarc's
financial advisors, Paul Weiss Rifkind Wharton & Garrison LLP
and Jones Day acted as Triarc's legal counsel and Cadwalader
Wickersham & Taft LLC acted as Trian Fund Management L.P.'s
legal counsel.

Wendy's financial advisors were J.P. Morgan Securities Inc. and
Greenhill & Co. LLC.  Wendy's legal advisors were Akin Gump
Strauss Hauer & Feld LLP and Winston and Strawn, and the Special
Committee's legal advisor was Baker Hostetler.

                   About Triarc Companies Inc.

Headquartered in New York City, Triarc Companies Inc.
(NYSE:TRY.B/TRY) -- http://www.triarc.com/-- is a holding  
company and, through its subsidiaries, is currently the
franchisor of the Arby's restaurant system and the owner of
approximately 94% of the voting interests, 64% of the capital
interests and at least 52% of the profits interests in Deerfield
& Company LLC, an asset management firm.   The Arby's restaurant
system is comprised of approximately 3,600 restaurants, of
which, as of Dec. 31, 2006, 1,061 were owned and operated by the
company's subsidiaries.

Deerfield & Company LLC, through its wholly-owned subsidiary,
Deerfield Capital Management LLC, is a Chicago-based asset
manager offering a diverse range of fixed income and credit-
related strategies to institutional investors with about US$13.2
billion under management as of Dec. 31, 2006.

                 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.


WENDY'S INT'L: Triarc Deal Prompts Moody's 'Ba3' Rating Reviews
---------------------------------------------------------------
Moody's Investors Service stated that it continues the review
for possible downgrade the ratings of Wendy's International
Inc.'s following the announcement that Triarc Companies, Inc.,
the franchisor of the Arby's restaurant system, and Wendy's have
signed a definitive merger agreement for an all-stock
transaction.

Wendy's ratings remain of review for possible downgrade because
if the merger occurs, the combined entity will continue to face
earnings pressure from the weak operating environment, and
business risks associated with implementation of new
management's plan to improve operating performance.  As well,
the combined entity will have weaker credit metrics than Wendy's
on a standalone basis.  The review will focus on management's
plan to achieve operational improvements as well as the combined
entity's future capital structure, liquidity, and financial
policy.

Wendy's International, Inc.

Ratings on review for further possible downgrade are;

  -- Corporate family rating at Ba3

  -- Probability of default rating at Ba3

  -- Senior unsecured notes rating at Ba3

  -- Senior unsecured shelf rating at (P)Ba3

  -- Subordinated shelf at (P)B2

  -- Preferred stock shelf at (P)B2

Wendy's International, Inc., headquartered in Dublin Ohio, owns
and franchises Wendy's Old Fashion Hamburger restaurants.  Total
revenues in 2006 were approximately US$2.4 billion.


WENDY'S INT'L: Triarc Deal Cues S&P's Negative Watch
----------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Wendy's International Inc., including the 'BB-' corporate credit
rating, would remain on CreditWatch, where they had been placed
with negative implications on April 26, 2007.

This CreditWatch update follows Wendy's announcement that it
signed a definitive merger agreement with Triarc Companies Inc.
in which Wendy's shareholder's will receive of fixed ratio of
4.25 shares of Triarc Class A Common Stock for each share of
Wendy's common stock (total consideration is approximately 2.34
billion).   The merger is subject to shareholder and regulatory
approval.  The transaction represents about eight times Wendy's
2007 EBIDTA.
     
The merger of Wendy's with Triarc, whose only operating
subsidiary is Arby's Restaurant Group Inc. (Arby's) (B+/Watch
Dev/--), may result in Standard & Poor's lowering the rating on
Wendy's debt; however, any downgrade will likely be limited to
one notch.   "Arby's has a weaker business profile and higher
financial risk than Wendy's, and the new entity would be subject
to significant integration risk," said Standard & Poor's credit
analyst Diane Shand.  Pro forma for the merger, lease-adjusted
debt to EBITDA at the combined company will be high at about
3.9x, which does not account for any potential cost savings or
operational improvements.  
     
Under the agreement, Arby's and Wendy's will operate as
autonomous business brand units.  Standard & Poor's believes the
combined entity will achieve some cost savings.  However,
progress in improving the Wendy's operations could be slow and
uneven given the intensely competitive nature of the quick
service sector of the restaurant industry, the weak U.S.
economy, and cost pressures facing the industry.
     
Wendy's same-store sales trends have underperformed the industry
for a number of years as a result of lack of new product
offerings and poor advertising campaigns.  "We believe that both
concepts' margins will be under pressure for at least the next
year due to high commodity costs and weak consumer demand," said
Ms. Shand.   Arby's same-store sales were below industry average
last year, but the company improved operating performance
through cost reductions and new unit growth.
     
Standard & Poor's will resolve the CreditWatch upon completion
of the merger and following a discussion with management on the
operating strategies and financial policy of the new entity.



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

GAMESTOP: Moody's Lifts Ba2 Ratings to Ba1 on Strong Performance
----------------------------------------------------------------
Moody's Investors Service upgraded the long-term debt ratings of
GameStop Corp., corporate family and probability of default
ratings to Ba1 from Ba2, and affirmed the speculative grade
liquidity rating at SGL-1.  The rating outlook is stable.

The upgrade reflects the company's strong operating performance
combined with a continuous reduction in its funded debt level.   
This has resulted in a significant improvement in credit metrics
to investment grade levels, debt to EBITDA has fallen to 3.0
times, EBITA to interest expense has risen to 4.0 times, and
free cash flow to net debt has risen to 17.0%.

These ratings are upgraded:

  -- Corporate family rating to Ba1 from Ba2;

  -- Probability of default rating to Ba1 from Ba2; and

  -- Senior unsecured notes to Ba1 (LGD4, 63%) from Ba3
     (LGD4, 61%).

These rating is affirmed:

Speculative grade liquidity rating of SGL-1.

GameStop's Ba1 corporate family rating is supported by the
company's strong credit metrics and the company's market
position as the leading specialty retailer of electronic games
with a particular strength in the used game business.  The
electronic games segment is one of the few retail segments that
continues to exhibit growing demand and has not yet become
impacted by the downloading of content off the internet.  In
addition, the rating category also reflects the company's
moderate scale with revenues of US$7.1 billion, its
international store footprint, and its very good liquidity,
including a US$400 million asset based revolving credit
facility.  

The rating category is primarily constrained by the long term
future risk that electronic gaming content will be made
available to download off the internet; potentially placing
GameStop in a challenging competitive position given its sizable
store base.  The rating category also reflects the risk of the
company over expanding its store base given its very aggressive
store expansion plans.  In addition, the rating category
reflects the company's product offering, which is highly
discretionary and exposed to frequent renewal cycles, and by its
high seasonality, which exposes the company to a "make or break"
fourth quarter holiday selling season.

The stable rating outlook reflects Moody's expectation that the
company will maintain its current level of strong credit metrics
along with moderate financial policies, which include very good
liquidity and a very modest level of fold in acquisitions.

Headquartered in Grapevine, Texas, GameStop Corp. (NYSE:GME) --
http://www.gamestop.com/-- operates as a retailer of video game
products and personal computer entertainment software.  The
company sells new and used video game hardware and software, and
related accessories and other merchandise. The company also
offers video game accessories that include controllers, memory
cards, and other add-ons; PC entertainment accessories, such as
joysticks and mice; and strategy guides and magazines, as well
as trading cards.
In addition, it operates electronic commerce Web sites under the
names gamestop.com and ebgames.com, as well as publishes Game
Informer, a multi-platform video game  magazine.  As of Oct. 24,
2007, GameStop operated 5,266 stores in the United States,
Austria, Australia, Canada, Denmark, Finland, Germany, Italy,
Ireland, New Zealand, Norway, Spain, Sweden, Switzerland, the
United Kingdom and Puerto Rico, among others, primarily under
the names of GameStop and EB Games.  Revenues for the fiscal
year ended Feb. 2, 2008 were approximately US$7.1 billion.


HORIZON LINES: Net Income Drops to US$2.1MM in 1st Quarter 2008
---------------------------------------------------------------
Horizon Lines, Inc., reported results for the first quarter
ended March 23, 2008.  Net income for the first quarter of 2008
was US$2.1 million.  This compares to net income for the first
quarter of 2007 of US$7.1 million on an unadjusted GAAP basis.  
After an adjustment to exclude a US$2.6 million deferred tax
revaluation benefit, adjusted net income was US$4.5 million in
the first quarter of 2007.

"In the first quarter of 2008, Horizon Lines continued to
improve the strength and efficiency of its operations in the
face of a number of macroeconomic challenges," said Horizon
Lines Chairperson, President and Chief Executive Officer, Chuck
Raymond.  "Reduced southbound volumes in Puerto Rico and extreme
weather conditions in our otherwise robust Alaska trade offset
the strength of the Hawaii market.  Despite these challenges, we
grew volumes from key customers and scored impressive wins in
our logistics business.  As reflected by our revenue growth and
revenue per container, our business lines are fundamentally
healthy and poised for future growth.  While fuel prices in the
quarter rose at a faster pace than anticipated, we were able to
minimize their impact through reduced consumption and fuel cost
recovery measures.  We also continue to make vital investments
in our terminal infrastructure and our EDGE program continues to
achieve notable advances.  Together, these efforts lay the
groundwork for long-term growth and profitability."

             First Quarter 2008 Financial Highlights

   -- Operating revenue increased by US$32.2 million or US$11.8%
      to US$305.9 million for the quarter, compared to US$273.7
      million for the first quarter of 2007.  The growth in
      revenue was driven by rate improvement, revenue from
      acquisitions and increased fuel surcharges, which more
      than offset some volume softness.  Revenue per container
      improved US$320 or 8.9% versus 2007.  Acquisitions
      contributed US$10.1 million to operating revenue in the
      2008 first quarter.

   -- Operating income for the first quarter of 2008 was US$11.6
      million compared to US$16.5 million for the first quarter
      of 2007.  In addition to the factors impacting revenue,
      the decline in operating income resulted primarily from
      increased operating expenses related to new vessels which
      the company took delivery of last year and fuel costs that
      have risen faster than the company's fuel surcharges.
      These factors were partially offset by cost savings
      achieved by the Horizon EDGE program.

   -- Earnings before net interest expense, taxes, depreciation
      and amortization (EBITDA) was US$27.3 million for the
      first quarter of 2008 compared to EBITDA of US$33.7
      million for the 2007 first quarter.  The same factors
      impacting operating income affected EBITDA.

   -- The company completed its US$50 million share repurchase
      program in January with the purchase of a total of 2.8
      million shares at an average price of US$17.82 per share
      over the course of the program.  As a result of share
      repurchases over the past year, the company had a weighted
      daily average of 30.8 million diluted shares outstanding
      for the first quarter of 2008, compared to 34.1 million
      shares for the first quarter of 2007.

   -- Effective March 31, 2008, the company entered into an
      interest rate swap, which effectively converted US$122
      million of its existing floating rate term loan debt to a
      rate of 4.52%, consisting of a fixed 3.02% plus the
      current credit spread of 1.50%.  The interest rate swap
      extends through the Aug. 8, 2012 maturity of the term loan
      and locks in favorable interest rates on a substantial
      portion of the company's debt. With the execution of this
      swap, Horizon Lines' fixed-to-floating ratio is now
      approximately 72% to 28%.

                            Outlook

Mr. Raymond concluded, "The outlook for our Puerto Rico market
in particular is somewhat softer than we had originally
anticipated and fuel costs have continued to rise at
unprecedented rates, impacting our profitability in the near-
term.  While we will clearly face some economic challenges in
2008, we are actively taking all measures we can to control our
cost base.  We also remain focused on utilizing our solid cash
flows to reinvest in our business, positioning the company to
continue providing the highest quality service to our customers,
and taking advantage of the eventual rebound in our Puerto Rico
market."

Based on current market conditions, the company updated its
earnings guidance for the full year 2008, with projections of
operating revenue at US$1,315 to US$1,350 million, EBITDA at
US$145 to US$160 million, and diluted earnings per share at
US$1.30 to US$1.69.  Free cash flow is projected at US$72 to
US$87 million.  Financial guidance does not include the
potential impact of the previously announced Puerto Rico pricing
investigation, which cannot be estimated at this time.

                    About Horizon Lines Inc.

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.

                          *     *     *

Moody's Investor Services placed Horizon Lines Inc.'s long-term
corporate family and probability of default ratings at 'B1' in
July 2007.  The ratings still hold to date with a stable
outlook.

As reported in the Troubled Company Reporter-Latin America on
April 22, 2008, 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.


MICRON TECH: Inks New DRAM Joint Venture With Nanya Technology
--------------------------------------------------------------
Micron Technology, Inc., and Nanya Technology Corporation said
last week that they have signed an agreement to create MeiYa
Technology Corporation, a new DRAM joint venture.

The partnership will leverage both Micron and Nanya’s
manufacturing technology, strengths and experience.  As part of
the joint venture, a 200 millimeter (mm) Nanya manufacturing
facility in Taiwan will be upgraded to industry-leading 300mm
technology starting this year, with the facility coming online
for production in 2009.  In addition to MeiYa, the parties will
jointly develop and share future technology.

Both parent companies will own 50 percent of the joint venture
initially, and each will contribute US$550 million in cash by
the end of 2009.  The transaction is subject to customary
closing conditions, including regulatory approval in Taiwan, and
is expected to close within the next few months.

“This partnership brings greater scale and efficiency to the
DRAM manufacturing operations of both parent companies, and
Micron is pleased to officially enter into this joint venture
with Nanya,” said Mark Durcan, Micron’s President and Chief
Operating Officer.

“We are sure that MeiYa will demonstrate the synergistic
combinations of Nanya and Micron’s strength in the DRAM
industry,” said Dr. Jih Lien, Nanya’s President.  “Nanya has a
very high expectation for this new entity.”

                        About Nanya

Nanya Technology Corporation -- http://www.ntc.com.tw-- is a  
member of the Formosa Plastics Group.  The company is in the
business of advanced memory semiconductors, focusing on research
and development, design, manufacturing, and sales of DRAM
products.  NTC’s common stock is traded on the Taiwan Stock
Exchange Corporation under the 2408 symbol.  The company
currently owns two 200mm fabrication facilities and one 300mm
fabrication facility in Taiwan.  The company also has a 300mm
joint venture, Inotera Memories, Inc., which operates two 300mm
fabrication facilities in Taiwan.

                         About Micron

Headquartered in Boise, Idaho, Micron Technology, Inc. --
http://www.micron.com/-- (NYSE:MU) is a provider of advanced  
semiconductor solutions.  Through its worldwide operations,
Micron manufactures and markets DRAMs, NAND flash memory, CMOS
image sensors, other semiconductor components, and memory
modules for use in leading-edge computing, consumer, networking,
and mobile products.  Outside the United States, the company has
subsidiaries in the United Kingdom, Japan, Singapore, Germany,
China, Italy, and Puerto Rico.


MICRON TECH: Moody's Holds Ba3 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service affirmed Micron Technology, Inc.'s Ba3
corporate family rating and revised the outlook to negative from
stable.  Moody's also assigned a speculative grade liquidity
rating of SGL-2.

The negative rating outlook reflects expectations for continued
challenging conditions in Micron's core DRAM and NAND flash
memory markets.  Over the past year, the memory markets have
been hampered by excess capacity, lower unit demand and
continued sharp ASP (average selling price) erosion.  For most
of fiscal 2007 the company was unable to lower unit production
costs quickly enough to offset sharp ASP degradation given the
difficult DRAM pricing environment.

The negative outlook also reflects the company's weakened
financial flexibility given Micron's capital intensive business
model in which large capital expenditures to transition its
wafer fabs to 300mm capacity have outpaced internally funded
cash flow generation, which has resulted in significant negative
free cash flow over the past 18 months.  Though Micron has
flexibility to reduce certain capex requirements, our
expectation is for lower cash balances over the near-term given
the large capital expenditures planned for fiscal 2008, which
are anticipated to be in excess of internal cash flow from
operations.

Additionally, Moody's believes Micron will be challenged to
expand its leading edge technology in a timely manner beyond
consumer-based end markets, which depend, in large part, on
consumer discretionary spending, an area that has experienced a
marked slowdown in recent months.

Maintenance of the Ba3 rating is predicated on prudent cash
management and improvement in credit protection measures and
margins as a result of continued cost reductions and increased
operating efficiencies relative to ASP pressures.  Moody's notes
the rating would likely experience downward pressure near-term
if challenging industry conditions do not abate and/or poor
execution causes Micron to experience further operating margin
degradation and sustained levels of negative free cash flow,
resulting in further weakening of its liquidity position or
increased use of debt.

The SGL-2 rating reflects the company's good liquidity.  
However, Micron's liquidity position could become an area of
concern given the company's declining cash balances, weakening
gross cash flow and expectations of continued negative free cash
flow generation.  As of February 2008, the company had
approximately US$1.8 billion in cash and short-term investments.  
This is down from US$2.9 billion of cash in May 2007, which was
artificially boosted by proceeds from a US$1.3 billion
convertible note issue to help fund the large capex requirement.
Micron will need to service roughly US$528 million of debt
maturities over the next year, presumably with balance sheet
cash since we do not anticipate free cash flow to be positive
over this period.  The Ba3 rating incorporates Moody's
expectations that Micron will maintain at least US$1.2 billion
of balance sheet liquidity and flat to lower debt levels over
the near to intermediate term.

For the quarter ended Feb. 28, 2008, Micron's revenues declined
5% to US$1.36 billion from US$1.43 billion in the comparable
2007 period while gross margins declined to -3.2% from 25% over
the same time period, which can be attributed to sharp ASP
decline in its core memory markets (i.e., 60% drop in DRAM and
70% drop in NAND), the company's inability to reduce costs at a
faster pace than market price erosion and lack of a material
increase in DRAM production volumes to offset sharp ASP
declines.  However, Micron's ongoing transition of its DRAM
production using 68-nanometer process technology and 50-
nanometer NAND process technology could provide a base off of
which cost reductions and higher volumes can be realized to
offset the steep price declines across the memory market.

These ratings and assessments were affirmed:

   -- Corporate Family Rating -- Ba3
   -- Probability of Default Rating -- Ba3
   -- Senior Unsecured Shelf Registration -- (P)B1 (LGD-5, 71%)
   -- Subordinated Shelf Registration -- (P)B2 (LGD-6, 97%)

This rating was assigned:

   -- Speculative Grade Liquidity -- SGL-2
   -- The outlook is negative.

Micron Technology, Inc., headquartered in Boise, Idaho, is a
manufacturer of DRAM, NAND flash memory, CMOS image sensors, and
semiconductor components.  Revenues and EBITDA (Moody's
adjusted) for the twelve months ended Feb. 28, 2008 were
approximately US$5.6 billion and US$1.1 billion, respectively.

Outside the United States, the company has subsidiaries in the
United Kingdom, Japan, Singapore, Germany, China, Italy, and
Puerto Rico.


MUSICLAND HOLDING: Ct. Awards Professionals US$10M Final Payment
----------------------------------------------------------------
At the behest of the retained professionals in Musicland
Holdings Corp. and its debtor-affiliates, the Honorable Stuart
M. Bernstein of the U.S. Bankruptcy Court for the Southern
District of New York awards these firms their final fees and
expenses:
   
Professional            Fee Period             Fees     Expenses
------------            ----------             ----     --------
Kirkland & Ellis     01/12/2006-01/18/2008US$5,306,660US$403,829

FTI Consulting, Inc. 12/12/2005-01/12/2006   1,183,738   123,414

Hahn & Hessen LLP    02/21/2006-01/20/2006   1,704,729    85,027

Curtis,              01/13/2006-01/18/2008     996,198    33,005
Mallet-Prevost,       
Colt & Mosle LLP

Guiliani Capital     01/20/2006-01/18/2008     467,000    22,842
Advisors, LLC

Olsham Grundman      01/25/2006-02/29/2008     381,583    20,751
Frome Rosenzweig
& Woolsky LLP

Donlin, Recano &     02/09/2006-01/18/2008      42,466    12,761
Company, Inc.

                     About Musicland Holding

Based in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products in the United States and Puerto Rico.  The Debtor and
14 of its affiliates filed for chapter 11 protection on Jan. 12,
2006 (Bankr. S.D.N.Y. Lead Case No. 06-10064).  James H.M.
Sprayregen, Esq., at Kirkland & Ellis, represents the Debtors in
their restructuring efforts.   Mark T. Power, Esq., at Hahn &
Hessen LLP, represents the Official Committee of Unsecured
Creditors.  At March 31, 2007, the Debtors disclosed
US$20,121,000 in total assets and US$321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of
Liquidation with the Court.  On Sept. 14, 2006, they filed an
amended Plan and a Second Amended Plan on Oct. 13, 2006.  The
Court approved the adequacy of the Amended Disclosure Statement
on Oct. 13, 2006.

The Debtor's Second Amended Joint Plan of Liquidation was
declared effective as of Jan. 30, 2008.  (Musicland Bankruptcy
News, Issue No. 48; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


R&G FINANCIAL: Board Suspends Preferred Stock Dividend Payments
---------------------------------------------------------------
R&G Financial Corporation Board of Directors voted to suspend
dividends on the company's preferred stock and defer interest
payments on its trust preferred securities, as permitted by the
terms of these securities.  The Board believes that it is
prudent to take this action while the company continues to
explore strategic alternatives.

As of March 31, 2008, the company's bank subsidiary, R-G Premier
Bank of Puerto Rico, remained "well capitalized" within the
meaning of the federal bank regulations.

Headquartered in San Juan, Puerto Rico, R&G Financial Corp.
(PNK: RGFC.PK) -- http://www.rgonline.com/-- is a financial  
holding company with operations in Puerto Rico and the United
States, providing banking, mortgage banking, investments,
consumer finance and insurance through its wholly owned
subsidiaries, R-G Premier Bank, R-G Crown Bank, R&G Mortgage
Corporation, Puerto Rico's second largest mortgage banker, R-G
Investments Corporation, the company's Puerto Rico broker-
dealer, and R-G Insurance Corporation, its Puerto Rico insurance
agency.  At June 30, 2006, the company operated 37 bank branches
in Puerto Rico, 35 bank branches in the Orlando, Tampa/St.
Petersburg and Jacksonville, Florida and Augusta, Georgia
markets, and 49 mortgage offices in Puerto Rico, including 37
facilities located within R-G Premier Bank's banking branches.

                          *     *     *

R&G Financial Corporation continues to carry Fitch's 'CCC' long-
term issuer default rating which was assigned in September 2007.



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

PETROLEOS DE VENEZUELA: Corocoro Begins Production
--------------------------------------------------
The Corocoro field run by Petroleos de Venezuela SA's joint
venture Petrosucre JV has started production, an official of
Italian oil major Eni said in a conference call.

Business News Americas relates that Eni started drilling on
Corocoro in May 2006 and signed a Memorandum of Understanding
with the Venezuelan government in June 2007 to transfer control
of the field to a Petrosucre JV, which is controlled by
Petroleos de Venezuela.

Energycurrent.com reports that Eni holds a 26% interest in the
Corocoro.  Petroleos de Venezuela owns a 74% stake in the
Petrosucre JV that operates the field.

As reported in the Troubled Company Reporter-Latin America on
June 25, 2007, production at the Corocoro oil field was delayed
until September 2007 as Petroleos de Venezuela took over
operations.

Agencia Bolivariana de Noticias says that Petrosucre JV wants to
begin producing 30,000 barrels per day in the first phase of
development and start advancing to 110,000 barrels per day.

President Hugo Chavez told Energycurrent.com that Petrosucre JV
will invest some US$946 million in Corocoro.

Petroleos de Venezuela SA -- http://www.pdv.com/-- is   
Venezuela's state oil company in charge of the development of
the petroleum, petrochemical and coal industry, as well as
planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.  The company has a commercial office in China.

PDVSA is one of the top exporters of oil to the US with proven
reserves of 77.2 billion barrels of oil -- the most outside the
Middle East -- and about 150 trillion cu. ft. of natural gas.

PDVSA's exploration and production take place in Venezuela, but
the company also has refining and marketing operations in the
Caribbean, Europe, and the US.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 28, 2008, Standard & Poor's Ratings Services affirmed its
'BB-' long-term corporate credit rating on Petroleos de
Venezuela S.A.  S&P said the outlook is stable.



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

* Brazil, Chile & Peru Make S&P's Potential Rising Stars List
-------------------------------------------------------------
Standard & Poor's latest "Global Potential Rising Stars" report
states that this month's tally of 21 issuers positioned to
migrate up the credit spectrum is the lowest in the past 22
months.  The count of entities about to cross over in the
opposite direction  is 38 issuers.
     
"Of those positioned to ascend to investment grade, over one-
third are from emerging market countries, including Brazil,
Chile, Russia, Hong Kong, and Peru, where growth is expected as
world financial assets continue to flow into these markets,"
said S&P's Global Fixed Income Research Group head, Diane Vazza.
     
On the front of rising stars, only two issuers have ascended to
the investment-grade strata since last month's report, both of
which were part of the last month's potential rising stars list.

Current potential rising stars constitute US$112.96 (EUR71.19)
billion in rated debt, of which US$84.05 (EUR52.97) billion was
attributed to sovereigns.


* 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       (68.72)        42.15
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      (115.97)        18.29
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


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

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Tara Eliza E. Tecarro, 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
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Information contained herein is obtained from sources believed
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members of the same firm for the term of the initial
subscription or balance thereof are US$25 each.  For
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