TCRLA_Public/080507.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

             Wednesday, May 7, 2008, Vol. 9, No. 90

                            Headlines


A N T I G U A  &  B A R B U D A

ROYAL CARIBBEAN: In Talks With Antigua Gov't for Cruise Complex


A R G E N T I N A

ALITALIA SPA: Group Net Debt at EUR1.35 Billion as of March 31
CORDOBA COMPUTACION: Individual Reports to be Filed on Aug. 11
DARRESA SA: Trustee to File Individual Reports in Court Tomorrow
DELTA AIR: Posts First Quarter 2008 Net Loss of US$6,390,000,000
DELTA AIR: Merger With Northwest Will Result in 1,000 Cut Jobs

DELTA AIR: Internal Revenue Service Withdraws US$11.8 Bln Claims
DELTA AIR: JPMorgan Chase Holds 15% of Outstanding Common Stock
ESTABLECIMIENTO AVICOLA: Trustee Verifies Claims Until July 17
GMAC LLC: ResCap Unit Launches Exchange Offer for US$12.8B Notes
GMAC LLC: Fitch Cuts ID Rating to BB- After ResCap's Poor Fin'l

GMAC LLC: S&P 'B' Rating Unaffected by ResCap's Downgrades
GUSTAVO DECORACIONES: Claims Verification Deadline Is July 1
HERMANOS CAMPAGNA: Proofs of Claim Verification is Until June 19
ORVEA SRL: Trustee to Present General Report in Court Tomorrow
PETER PAN: Trustee to Present General Report in Court Tomorrow

RAYCOL SA: Trustee to File General Report in Court Tomorrow
TARPIN RICARDO: Trustee to File Individual Reports Tomorrow
TRATO SA: Proofs of Claim Verification Deadline Is June 11
YPF SA: Chubut Awards 2 Gan-Gan Blocks to Firm's Joint Venture


B E L I Z E

INTERPUBLIC GROUP: Net Loss Down to US$62MM in 2008 1st Quarter


B E R M U D A

SEA CONTAINERS: Inks Settlement Deal with General Electric


B O L I V I A

INTERNATIONAL PAPER: Net Income Drops to US$133MM in 1st Quarter


B R A Z I L

ABC BRASIL: Net Profit Increases to BRL38 in First Quarter 2008
ATARI INC: Signs US$11 Mil. Infogrames Entertainment Merger Deal
BANCO BRASCAN: Fitch Lifts Ratings After Brookfield Deal Closing
BANCO DAYCOVAL: Joins Brasil Index of Bovespa Stock Exchange
BANCO NACIONAL: May Turn to Int'l Capital Markets to Raise Funds

BLOUNT INT'L: Acquires Carlton Holdings for US$63,000,000
BRASIL TELECOM: Launches 3G Services
CAMARGO CORREA: To Bid With Eletrosul, Chesf & Suez for Jirau
CIA. ENERGETICA: Tops Utility Stocks After UBS Boosts Rating
GENERAL MOTORS: ResCap's Offer Does Not Affect S&P's Neg. Watch

GOL LINHAS: Issues Passenger Traffic Statistics for April 2008
JAPAN AIRLINES: Inks JALCARD Transfer Pact With Mitsubishi UFJ
PARANA BANCO: Will Issue American Depository Receipts in NYSE
POLYPORE INT'L: Better Performance Cues Moody's to Lift Ratings
TELE NORTE: Net Profit Increases to BRL486MM in 1st Quarter 2008

TELE NORTE: To Hold Extraordinary Shareholders Meeting on May 20
UAL CORPORATION: ReGen Insists Cure Amount Worth US$4,272,555
UAL CORPORATION: Union Workers Denounce New Incentive Plan
USINAS SIDERURGICAS: J Mendes To Produce 5 Million Tons in 2008
USINAS SIDERURGICAS: Positive About Local Economy & Steel Demand

* BRAZIL: S&P Lifts L-T Sovereign Credit Rating to BBB- From BB+


C A Y M A N  I S L A N D S

FORGINGS INTERNATIONAL: Claims Filing Deadline Is Until May 11
NETWORKASIA: Deadline for Proofs of Claim Filing Is Until May 9
QI CAPITAL: Proofs of Claim Filing Deadline Is Until May 12
PARMALAT SPA: Seeking US$2.2BB Damages vs Citigroup at NJ Case
USFR LIMITED: Proofs of Claim Filing Deadline Is Until May 12

USFR LIMITED: Will Hold Final Shareholders Meeting on May 12
XINEX CO: Will Hold Final Shareholders Meeting on May 13


C H I L E

COEUR D'ALENE: Cerro Bayo Mine Resumes Operations


C O L O M B I A

BANCOLOMBIA SA: Will Host Luncheon at NYSE Euronext on May 12


C O S T A  R I C A

ALCATEL-LUCENT: Costa Rica Invites Firm to Bid for 3G Contract
US AIRWAYS: Incurs US$236 Million Net Loss in First Quarter 2008


J A M A I C A

AIR JAMAICA: Gov't Inks Pact With U.S. for J$59MM Grant Funding
CASH PLUS: Carlos Hill Gets Out of Jail on J$15 Million Bail


M E X I C O

CHALLENGER POWERBOATS: Auditor Raises Going Concern Doubt
CHALLENGER POWERBOATS: Files Chapter 7 Petition in Missouri
CORPORACION DURANGO: S&P Puts B+ Credit Rating on Negative Watch
MEXORO MINERALS: Ties Up With Paramount Gold and Silver Corp.
PRIDE INT'L: Will Start Contract With Petrobras for Rig in June

RESIDENTIAL CAPITAL: Commences Exchange Offer for US$12.8B Notes
RESIDENTIAL CAPITAL: S&P Cuts Corp. Credit to CC on Debt Offer
RESIDENTIAL CAPITAL: Debt Exchange Offer Cues Fitch's Rating Cut
RESIDENTIAL CAPITAL: Moody's Cut Rating to Ca on Exchange Offer
SOLO CUP: Fitch Affirms Ratings and Revises Outlook to Positive


N I C A R A G U A

INFINITY ENERGY: NASDAQ Global Delisting Takes Effect on May 9


P A N A M A

CHIQUITA BRANDS: Turns Around With US$31.7MM Income in 1Q 2008


U R U G U A Y

BANCO HIPOTECARIO: Earns UYU274 Mil. in First Two Months of 2008


V E N E Z U E L A

NORTHWEST AIRLINES: Posts US$4.1 Billion First Quarter Net Loss
NORTHWEST AIRLINES: Delta Merger to Result in 1,000 Cut Jobs
TAM SA: Will Publish First Quarter 2008 Results on May 12


V I R G I N  I S L A N D S

NVIDIA CORPORATION: Annual Stockholders Meeting Set for June 19


                         - - - - -


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

ROYAL CARIBBEAN: In Talks With Antigua Gov't for Cruise Complex
---------------------------------------------------------------
Caribbean 360 reports that Royal Caribbean Cruises Ltd. is
negotiating a partnership with the government of Antigua and
Barbuda for a proposed development and expansion of the cruise
complex in St. John and "its environs."

Royal Caribbean presented the project to the cabinet during its
Commercial and New Business Development Vice President John
Tercek's visit to Antigua & Barbuda, Caribbean 360 relates.  

Mr. Tereck told Caribbean 360 that there was great potential for
the development of the St. John's waterfront.

According to Caribbean 360, the proposed development takes into
consideration opportunities for:

          -- improved road and parking infrastructure;

          -- enhancement of linkages between all of the
             waterfront properties;

          -- improved berthing facilities and an additional
             berth at the Deep Water Harbour;

          -- comprehensive signage program that incorporates
             informational, directional and regulatory signs and   
             lighting;

          -- a taxi dispatch and welcome center;

          -- modern restroom facilities;

          -- a yacht marina and slips;

          -- a downtown boutique hotel;

          -- residential and entertainment facilities;

          -- restaurants and bars;

          -- designer shopping boutiques;

          -- a boardwalk and beautifications; and

          -- landscaping of entire areas.

Headquartered in Miami, Royal Caribbean Cruises Ltd. (NYSE: RCL)
-- http://www.royalcaribbean.com/-- is a global cruise vacation      
company that operates Royal Caribbean International, Celebrity
Cruises and Pullmantur Cruises, Azamara Cruises and CDF
Croisieres de France.  The company has a combined total of 35
ships in service and seven under construction.  It also offers
unique land-tour vacations in Alaska, Australia, China, Canada,
Europe, Latin America and New Zealand.  The company has
operations in Puerto Rico.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 8, 2008, Standard & Poor's Ratings Services lowered the
corporate credit rating on Royal Caribbean Cruises Ltd. to
'BB+' from 'BBB-'.  S&P said the rating outlook is stable.



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


ALITALIA SPA: Group Net Debt at EUR1.35 Billion as of March 31
--------------------------------------------------------------
Alitalia Group’s net debt as of March 31, 2008, amounted to
EUR1.353 billion, showing a decrease in net indebtedness of
EUR15 million compared to the situation on Feb. 29, 2008,
announced on Feb. 28, 2008.

The amount includes the encashment of EUR79 million relating to
the sale of Air France-KLM shares held in portfolio and the
disbursement of EUR56 million in payment of the annual dividend
coupon for the convertible bond loan.  Not included is the
encashment of fiscal credit amounting to about EUR69 million,
which took place on April 2, 0028.

The net debt of the parent company Alitalia on March 31, 2008,
(including short-term financial credits of subsidiaries)
amounted to EUR1.347 billion showing a decrease of EUR10 million
(-0.7%) compared to net debt as of Feb. 29, 2008.

The Group’s cash-to-hand and short-term financial credits as of
March 31, 2008, at the Group level and for Alitalia, amounted to
EUR180 million and EUR186 million respectively.

It should be noted that as of March 31, 2008, there were several
leasing contracts at the Group level (referring almost entirely
to fleet aircraft mostly held by the parent company amounting to
EUR80 million) whose capital share, including lease closure
value, amounted to EUR92 million (of which EUR12 million
represent the current capital share falling due within 12 months
of the reference date, with EUR9 million held by the parent
company).

It should also be noted that existing debts to banks are almost
entirely backed up by real guarantees (mortgages on aircraft) or
by personal guarantees (mainly guarantees issued by banks for
export credit).  The relative financing contracts contain
standard legal clauses relating to withdrawal. None of the
contracts refer to specific requirements regarding assets or
economic/financial aspects, in order to maintain the credit
line.

During March 2008, repayments were made of medium/long-term
financing amounting to EUR13 million.  Regarding debts of a
financial, fiscal and social welfare nature, there were no
outstanding sums or payment irregularities on March 31, 2008,
both for the parent company and for the other companies in the
Group.

As far as debts of a commercial nature are concerned, decisions
are still pending for the petitions filed by Alitalia regarding:

    * an injunction related to supposed different pricing
      policies, issued by a carrier for EUR6 million
      (two decrees);

    * an injunction issued by a supplier of on-board movies for
      EUR1.2 million (two decrees);

    * an injunction has been issued by an IT services supplier
      for EUR812,000;

    * an injunction has been issued by an Italian subsidiary of
      an air carrier bankruptcy for EUR288,000;

    * an injunction has been issued by a maintenance services
      supplier for EUR492,000;

    * an injunction has been issued by the special manager of a
      firm for presumed debts relating to air ticket sales, for       
      EUR3.2 million;

    * one injunction issued by a fuel supplier for about
      EUR1 million;

    * an injunction has been issued by an airport management
      company for limited failure to pay handling fees for about
      EUR375,000; and

    * an injunction has been issued by four suppliers, for
      EUR188,000.

There are no other executive actions undertaken by creditors
notified as of March 31, 2008, nor are there any threats by
suppliers to suspend operations.  It should be pointed out that,
as part of ordinary management practices, the Company is
committed to maintaining commercial relations with its customers
and suppliers who guarantee -– in the absence of critical  
situations or operational emergencies -– the necessary financial
flexibility in support of cash-to-hand requirements.

                         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.


CORDOBA COMPUTACION: Individual Reports to be Filed on Aug. 11
--------------------------------------------------------------
Julio Salaberry, the court-appointed trustee for Cordoba
Computacion S.A.'s bankruptcy proceeding, will present the
validated claims as individual reports in the National
Commercial Court of First Instance in Buenos Aires on
Aug. 11, 2008.

Mr. Salaberry will be verifying creditors' proofs of claim until
June 12, 2008.  He will submit to court a general report
containing an audit of Cordoba Computacion's accounting and
banking records on Sept. 22, 2008.

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

The debtor can be reached at:

           Cordoba Computacion SA
           Cordoba 3485
           Buenos Aires, Argentina

The trustee can be reached at:

           Julio Salaberry
           Uruguay 766
           Buenos Aires, Argentina


DARRESA SA: Trustee to File Individual Reports in Court Tomorrow
----------------------------------------------------------------
Roberto Mazzarella, the court-appointed trustee for Darresa
S.A.'s bankruptcy proceeding, will present the validated claims
as individual reports in the National Commercial Court of First
Instance in Buenos Aires on May 8, 2008.  

Mr. Mazzarella verified creditors' proofs of claim until
March 27, 2008.  He will submit to court a general report
containing an audit of Darresa's accounting and banking records
on June 19, 2008.

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

The trustee can be reached at:

         Roberto Mazzarella
         Ortega y Gaset 1827
         Buenos Aires, Argentina


DELTA AIR: Posts First Quarter 2008 Net Loss of US$6,390,000,000
----------------------------------------------------------------
Delta Air Lines Inc. reported results for the quarter ended
March 31, 2008.  Key points include:

    * On April 14, 2008, Delta announced an agreement to merge
      with Northwest; the transaction will create America's
      premier global airline, which is expected to generate in
      excess of US$1,000,000,000 in annual revenue and cost
      synergies;

    * Delta's net loss for the first quarter excluding special
      items was US$274,000,000, or US$0.69 per diluted share,
      driven by a US$585,000,000 year over year increase in the
      cost of fuel;

    * Delta's reported net loss for the March 2008 quarter was
      US$6,400,000,000, or US$16.15 per diluted share;

    * special items include a US$6,100,000,000 non-cash goodwill
      impairment charge from the decline in Delta's market
      capitalization due to sustained record fuel prices;

    * as of March 31, 2008, Delta had US$3,600,000,000 in
      unrestricted liquidity, including US$1,000,000 available
      under its revolving credit facility.

                 Response to Record Fuel Prices

On March 18, Delta announced that it had aggressively
recalibrated its 2008 business plan with a focus on preserving
liquidity in light of the significant increase in crude oil
prices.  The airline reevaluated its capacity, targeting
reductions in or cancellations of unprofitable routes, and has
already implemented schedule changes to bring down domestic
flying.  Delta now expects system capacity for the second half
of 2008 to be down 0-2% compared to 2007, with domestic capacity
down 9-11%.

As a result of the capacity reduction, the company is removing
15-20 mainline and 60-70 regional jet aircraft from its
operations by the end of 2008.  Delta is continuing to evaluate
the fuel and demand environment and will make proactive changes
quickly if economic conditions warrant.

Delta is also accelerating revenue and productivity initiatives
to help address high fuel costs, as well as reducing capital
spending. These measures will provide revenue and cost benefits
of US$150,000,000in 2008, equivalent to US$350,000,000 on an
annual basis, in addition to the US$400,000,000 in productivity
initiatives previously announced.

                    Financial Performance

Delta reported a net loss of US$274,000,000 in the first quarter
of 2008 compared to a net loss of US$6,000,000 in the first
quarter of 2007, excluding special and reorganization items.  
The US$268,000,000 year over year increase in net loss was
driven by a US$585,000,000 increase in costs due to higher fuel
price.  Delta did not record an income tax benefit in the March
2008 quarter.

                       Revenue Momentum

Passenger revenue increased 10% in the first quarter of 2008 on
a 2% increase in capacity compared to the prior year period,
demonstrating Delta's momentum from its network transformation
and revenue management initiatives.  The increase in passenger
revenue was driven by 6% higher yield and 4% higher traffic.  
Delta's international expansion has contributed significantly to
passenger revenue growth, as the airline has launched nearly 90
new international routes since the summer of 2005, including Tel
Aviv, Prague, Dubai, London-Heathrow and Shanghai.  Delta has
grown the percentage of its capacity operating in international
markets from 25% in the March 2006 quarter to 33% in the March
2008 quarter.  Delta expects more than 40% of capacity to be
deployed in international markets by summer 2008.

Based on the most recently available ATA data, Delta's
consolidated length of haul adjusted passenger unit revenue
(PRASM) was 101% of industry average PRASM, excluding Delta, up
from 86% in 2005 when the company began its network
restructuring.  This represents the first quarter in eight years
that Delta has exceeded industry average.

Delta's selection of unique and distinct markets has allowed the
company to grow international unit revenues and capacity at
double digit rates.  Delta's international PRASM grew 13% year
over year in the March 2008 quarter, with strong yield gains in
the trans-Atlantic and Latin markets.  Domestic PRASM increased
6% on a capacity decline of 2%.  Consolidated system PRASM
improved more than 7% to 11.36 cents.

Non-passenger revenue was also strong in the first quarter.  
Revenue from Cargo operations increased 20% compared to the
March 2007 quarter. Other net revenues grew US$133 million, or
33%, primarily due to an increase in passenger fees and charges,
revenue from SkyMiles, and maintenance services provided to
third parties.

                         Cost Discipline

Excluding special items described below, Delta's operating
expenses increased 20%, or US$825,000,000 compared to the first
quarter of 2007, largely due to the US$585,000,000 increase in
costs due to higher fuel prices.  The remainder of the increase
in operating expense was due primarily to fresh start
accounting, salary and benefit enhancements for Delta's
employees, and the cost of increased capacity versus the prior
year quarter.  For the March 2008 quarter, non-operating
expenses declined 20%, or US$32,000,000, due primarily to lower
effective interest rates (including the impact of fresh start
reporting) and interest earned on higher average cash balances,
which were partially offset by FAS 133 mark-to-market on hedges.

Delta's mainline unit cost (CASM5) increased 16% to 11.64 cents
compared to the prior year period, reflecting the significant
increase in fuel costs. Excluding fuel expense, mainline CASM
increased 4% to 7.31 cents compared to the March quarter of
2007.

"We have moved quickly to mitigate the short-term impact of
higher fuel prices by further reducing domestic capacity and
taking a disciplined approach to costs and cash flow.  These
actions have offset more than 50% of the fuel price impact,"
said Edward Bastian, Delta's president and chief financial
officer.

"However, we clearly need to do more. Merging with Northwest
will generate over US$1,000,000,000 in annual synergies,
providing a more durable financial foundation for the future and
giving Delta a stronger platform for profitable, long-term
growth," he said.

                 Special and Reorganization Items

Delta recorded special items of US$6,100,000,000 in the March
2008 quarter, including (i) a US$6,100,000,000 non-cash goodwill
impairment charge due to a decline in Delta's market
capitalization caused by sustained record fuel prices, and (ii)
a US$16,000,000 charge for severance for the previously
announced voluntary workforce reduction programs.

Upon emergence from bankruptcy, Delta recorded a
US$12,000,000,000 goodwill balance under fresh start accounting.  
The valuation of goodwill was predicated on the company's market
value at that point of US$9,400,000,000 billion.  A key
assumption in that valuation was the price of fuel of US$70 per
barrel.  Crude oil recently traded over US$117 per barrel, with
refining spreads in the US$20-US$30 range, significantly
impacting Delta's single largest operating expense and future
projected discounted cash flows.

Based on the difference between Delta's book equity and an
updated stand-alone valuation reflecting current fuel and
economic assumptions, prepared in connection with Delta's
recently announced merger with Northwest, Delta recorded a non-
cash goodwill impairment charge of US$6,100,000,000.

In the March 2007 quarter, Delta recorded reorganization
expenses totaling US$124,000,000.

                        Liquidity Position

During the quarter, Delta issued US$733,000,000 in debt, a
portion of which was used to refinance Delta's 2003-1 EETC
maturity.  Delta had approximately US$550,000,000 in net capital
expenditures during the March 2008 quarter, with approximately
US$500,000,000 for investments in aircraft, parts and
modifications to improve Delta's international product and
position the airline for continued international growth.

At the end of the March 2008 quarter, Delta had US$2,800,000,000
in cash, cash equivalents and short-term investments, of which
US$2,600,000,000 was unrestricted.  Delta has an additional
US$1,000,000,000 available under its revolving credit facility,
resulting in a total of US$3,600,000,000 in unrestricted
liquidity at quarter end.  As of March 31, 2008, Delta had
US$103,000,000 in auction-rate securities classified as short-
term investments on its balance sheet.

The company's March 31, 2008 balance sheet showed total assets
of US$26,755,000,000, total liabilities of US$22,804,000,000,
and total stockholders' equity of US$3,951,000,000.

                  March 2008 Quarter Highlights

During the first quarter, Delta continued its international
expansion and made targeted investments in its products,
services, and employees to deliver an industry-leading customer
experience. Highlights include, Delta:

    -- made strong improvements to its operational performance
       reducing involuntary denied boardings by nearly 50%,
       improving baggage performance by 3.6%, and ranking first
       among the network carriers in on-time performance,
       including a first place ranking in on-time performance at
       its hubs in Atlanta, New York-JFK, and Cincinnati for the
       month of February;

    -- launched the joint venture with Air France, including
       three new trans-Atlantic routes connecting London-
       Heathrow to Los Angeles, Atlanta and New York-JFK,
       filling a key position in Delta's portfolio by connecting
       our international gateways in Atlanta and New York to one
       of the world's premier business airports;

    -- continued its commitment to Delta employees -- awarded
       US$158,000,000 in profit sharing in recognition of 2007
       financial results, instituted benefits enhancements on
       Jan. 1, contributed US$25,000,000 to employee pensions,
       and paid US$6,000,000 in Shared Rewards for achieving
       operational goals;

    -- enhanced Atlanta's position as a powerful Asian gateway
       by beginning the first-ever nonstop flight between
       Atlanta and Shanghai, complementing existing service to
       Tokyo and Seoul;

    -- celebrated being the first U.S. carrier to add the
       world's longest range commercial jetliner to its fleet by
       taking delivery of two of the eight Boeing 777-200LR
       aircraft expected to be delivered through 2009.  With the
       new aircraft, Delta strengthens its ability to connect
       customers and cargo between virtually any two cities
       around the globe, nonstop;

    -- ranked as the top U.S. carrier to Latin America by
       readers of Latin Trade magazine and second overall on the
       magazine's "best of" list.  Latin Trade readers also gave
       Delta the highest ranking in ticketing and boarding
       experience, and second highest ranking in frequent flier
       program among traditional network carriers in the U.S.
       and Latin America;

    -- provided SkyMiles members with more ways to redeem their
       miles by initiating a "Pay with Miles" program in
       partnership with American Express, expanding access to
       Medallion(R) Marketplace, growing the SkyMiles online
       auction program, and enhancing the Award Travel search
       calendar on delta.com; and

    -- enhanced customers' onboard experience by expanding the
       popular food for sale program, EATS, beginning April 1 to
       all flights within the U.S. of 750 miles or more and
       select flights between the U. S. and destinations in the
       Caribbean and Latin America.

Delta's first quarter results on Form 10-Q may be accessed at no
charge at: http://ResearchArchives.com/t/s?2b7a

                          About Delta Air

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

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

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

                          *     *     *

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


DELTA AIR: Merger With Northwest Will Result in 1,000 Cut Jobs
--------------------------------------------------------------
In a testimony before Congress, Delta Air Lines, Inc. Chief
Executive Officer Richard Anderson disclosed that a merger with
Northwest Airlines, Inc., will mean the loss of a "guess-timate"
of 1,000 additional jobs, the Atlanta-Journal Constitution
reports.

According to Mr. Anderson, the job losses would come after the
deal closes, and would be concentrated on "the management jobs,
not the front-line jobs" that would involve "finance, accounting
-- the functions that are important in the headquarters."  The
layoff is part of an effort to save on costs to offset
skyrocketing fuel prices, Mr. Anderson told the Committees in
the House and the Senate.

Mr. Anderson will be chief executive officer of the merged
airline.  Delta and Northwest have recently launched their
campaign in Washington, D.C., by testifying before Senate and
Congress hearings.  

Majority of the lawmakers "appeared friendly" of the proposed
consolidation, finding, among other things, that there is "very
little overlap" in the carriers' routes, and agreeing that "fuel
costs really are a game-changer."

Prior to the hearings, Mr. Anderson told The Associated Press
that regardless of the merger, Delta and Northwest will continue
to adjust capacity to demand as fuel prices continue at current
levels.  "That's the rational thing to do, and we'll continue to
do that," he maintained.

After the hearing, Delta spokeswoman Chris Kelly told AJC that
because the consolidated company would be based in Atlanta, more
of the job cuts may be from Northwest because they may not want
to make the move to Georgia.

In the coming months, the two airlines will face additional
hearings.  Regulators and shareholders will reveal whether they
approve the combination, the AP says.

          NWA's CEO Stands to Get US$22.1MM After Merger

Northwest CEO Doug Steenland, according to Business Week of
Minnesota, will get about US$22.1 million when he resigns after
the Delta merger.  Business Week adds that in 2007, Mr.
Steenland pooled US$27 million, including US$6 million in stock
options following Northwest's bankruptcy exit.  The report
comments that the stock option is "currently worthless" since
the exercise price of US$22 per share is twice the company's
current share price.

Minnesota's Star Tribune reports that Northwest intends to
retain Mr. Steenland after the merger and wooes the executive
with US$3.6 million in stock options.  Based on Star Tribune,
Mr. Steenland waived his option to resign last June and get
US$3.2 million in severance pay.  The executive in turn opted a
375,000 "restricted retention units" as a stock-based
compensation, Star Tribune says.

       Delta Pilots Open to Arbiter, Union Chairman Says

Lee Moak, the head of executive committee of Delta's pilots
union, suggested that he is open to arbitration with Northwest
pilots over how to merge their seniority lists, the AP says.

In a letter addressed to fellow pilots, Mr. Moak said that union
leaders believe that seniority integration should be
accomplished after negotiation of a single joint contract and,
if necessary, "expedited arbitration [should] be completed
before closing of a corporate transaction."

Mr. Moak related that while Delta and Northwest pilots failed to
reach an overall agreement on pilot seniority integration, the
Delta pilots union determined "an alternative that would provide
for a superior outcome not only for the pre-merger Delta pilots,
but eventually for all pilots of the merged corporation."

As a result, a tentative agreement between Delta management and
the Delta pilots union was formed, which will provide certain
modifications to the current Pilot Working Agreement, that
include, among others, a three and one-half percent equity stake
in the merged Company, annual pay raises, "furlough protection,"
and an increase in 737-700 pay rates, the letter said.

Rank-and-file Delta pilots will soon be asked to vote on the
proposed Agreement.

The Agreement does not cover Northwest pilots, whose union has
stated it supports arbitration.  The statement, however, was
said before Delta's pilots cut a deal with management days
before the merger announcement, says the AP.

Mr. Moak disclosed that Delta's pilots union welcomes the idea
of partnering with the Northwest pilots "to bring about the
rapid completion of a new joint contract and a fair and
equitable integrated seniority list upon the effective date of
the . . . Agreement."

A full-text copy of Mr. Moak's letter is available for free at:

   http://crewroom.alpa.org/dal/DesktopDefault.aspx?tabid=2421

                     About Northwest Airlines

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

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

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

                          About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No. 96;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).   

                          *     *     *

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


DELTA AIR: Internal Revenue Service Withdraws US$11.8 Bln Claims
----------------------------------------------------------------
The Internal Revenue Service, on behalf of the United States of
America, notifies the U.S. Bankruptcy Court for the Southern
District of New York that it is withdrawing six proofs of claim,
filed on Aug. 16, 2006, against certain of Delta Air Lines,
Inc.'s affiliates.

The IRS asserted unsecured claims for US$792,106,703 each
against Comair Holdings, LLC and Comair Services, Inc.  Claims
for US$1,891,444,502 were filed as unsecured each against Song,
LLC DAL Aircraft Trading, Inc., Delta Ventures III, Inc., Delta
Loyalty Management Services, LLC, and  Comair Services, Inc.

In addition, the IRS filed secured claims for US$2,883,912
against each of the Debtor-affiliates.

The IRS did not disclose its reason for the Claim withdrawals.

                          About Delta Air

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

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

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

                          *     *     *

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


DELTA AIR: JPMorgan Chase Holds 15% of Outstanding Common Stock
---------------------------------------------------------------
In a Form 13G filed with the Securities and Exchange Commission,
JPMorgan Chase & Co., disclosed that in its capacity as a parent
holding company, it is deemed to beneficially own an aggregate
of 43,838,137 shares of Delta Air Lines, Inc., common stock,
representing 15% of Delta's outstanding stock.

JPMorgan has sole power to vote on 250,932 shares, the sole
power to dispose of 13,838,661 shares, and shared voting and
dispositive power each of 496 shares.

JPMorgan reports that on May 3, 2007, the Pension Benefit
Guaranty Corporation received 49,484,950 shares of the common
stock of Delta Air Lines.  PBGC has assigned investment
discretion and voting authority over this position to J.P.
Morgan Investment Management Inc., a wholly owned subsidiary of
JPMorgan Chase & Co.

"As of Feb. 29[], 2008, the number of shares held by the PBGC
is now 43,567,017 and this filing is being made to reflect that
decrease," the bank disclosed with the SEC.

Roughly 292,217,061 shares of Delta common stock are outstanding
as of Jan. 31, 2008.

                         About Delta Air

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

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

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

                          *     *     *

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


ESTABLECIMIENTO AVICOLA: Trustee Verifies Claims Until July 17
--------------------------------------------------------------
Estudio Castro, Danovara y Asoc., the court-appointed trustee
for Establecimiento Avicola La Campesina SA's reorganization
proceeding, will be verifying creditors' proofs of claim until
July 17, 2008.

Estudio Castro will present the validated claims in court as  
individual reports.  The National Commercial Court of First  
Instance No. 3 in Buenos Aires, with the assistance of Clerk  
No. 6, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by Establecimiento Avicola
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 Establecimiento
Avicola's accounting and banking records will be submitted in
court.

La Nacion didn't state the reports submission deadlines.

The debtor can be reached at:

        Establecimiento Avicola La Campesina SA
        Emilio Castro 7440
        Buenos Aires, Argentina

The trustee can be reached at:

        Estudio Castro, Danovara y Asoc.
        Jeronimo Salguero 2533
        Buenos Aires, Argentina


GMAC LLC: ResCap Unit Launches Exchange Offer for US$12.8B Notes
----------------------------------------------------------------
Residential Capital LLC commenced offers to exchange any and all
of the U.S. dollar equivalent US$12.8 billion outstanding notes
of ResCap for newly issued notes, upon the terms and subject to
the conditions set forth in its Offering Memorandum and Consent
Solicitation Statement dated May 5, 2008, and the related letter
of transmittal and consent.  
    
The new notes will be issued by ResCap, will be guaranteed by
subsidiaries of ResCap and will be secured by a security
interest in substantially all of ResCap's existing and after
acquired unencumbered assets remaining available to be pledged
as collateral.

a) For 2008-2009 Notes:

CUSIP/ISIN: 76113BAL3 / US76113BAK52                 
Outstanding Principal Amount: US$398,848,000
Title of Old Notes to be Tendered: Floating Rate Notes due
2008(1)
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$1,000
Tender After Early Delivery Time: US$970

CUSIP/ISIN: 76113BAK5 / US76113BAK52       
Outstanding Principal Amount: US$684,014,000
Title of Old Notes to be Tendered: 8.125% Notes due 2008 (1)       
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$1,000       
Tender After Early Delivery Time: US$970

CUSIP/ISIN: 76113BAQ2 / US76113BAQ23       
Outstanding Principal Amount: US$714,000,000
Title of Old Notes to be Tendered: Floating Rate Notes
                                   due April 2009 (1)       
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$900       
Tender After Early Delivery Time: US$870

CUSIP/ISIN: 76114EAB8 / US76114EAB83               
Outstanding Principal Amount: US$949,000,000
Title of Old Notes to be Tendered: Floating Rate Notes
                                   due May 2009
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$900       
Tender After Early Delivery Time: US$870

CUSIP/ISIN: 76113BAN9 / US76113BAN91, U76134AD4 / USU76134AD49                 
Outstanding Principal Amount: US$576,961,000
Title of Old Notes to be Tendered: Floating Rate Subordinated               
                                   Notes due 2009 (1)
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800       
Tender After Early Delivery Time: US$770

b) For 2010-2015 Notes:

CUSIP/ISIN: 76113BAF6 / US$2,154,500,000, 76113BAC3 /
US76113BAC37,
            U76134AC6 / USU76134AC65              
Outstanding Principal Amount: US$2,154,500,000
Title of Old Notes to be Tendered: 8.375% Notes due 2010 (1)
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800       
Tender After Early Delivery Time: US$770

CUSIP/ISIN: XS0307840735         
Outstanding Principal Amount: EUR 542,800,000
Title of Old Notes to be Tendered: Floating Rate Notes due 2010
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800       
Tender After Early Delivery Time: US$770

CUSIP/ISIN: 76113BAM1 / US76113BAM19               
Outstanding Principal Amount: US$1,243,500,000
Title of Old Notes to be Tendered: 8.000% Notes due 2011 (1)
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800      
Tender After Early Delivery Time: US$770

CUSIP/ISIN: XS0254758872    
Outstanding Principal Amount: EUR 550,000,000
Title of Old Notes to be Tendered: 7.125% Notes due 2012 (1)
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800       
Tender After Early Delivery Time: US$770

CUSIP/ISIN: 76114EAC6 / US76114EAC66                                   
Outstanding Principal Amount: US$928,500,000
Title of Old Notes to be Tendered: 8.500% Notes due 2012
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800       
Tender After Early Delivery Time: US$770

CUSIP/ISIN: 76113BAR0 / US76113BAR06                                
Outstanding Principal Amount: US$1,604,500,000
Title of Old Notes to be Tendered: 8.500% Notes due 2013 (1)
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800      
Tender After Early Delivery Time: US$770

CUSIP/ISIN: XS0254759920             
Outstanding Principal Amount: GBP 348,920,000
Title of Old Notes to be Tendered: 8.375% Notes due 2013 (1)
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800       
Tender After Early Delivery Time: US$770

CUSIP/ISIN: XS0307841469             
Outstanding Principal Amount: GBP 363,000,000
Title of Old Notes to be Tendered: 9.875% Notes due 2014
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800      
Tender After Early Delivery Time: US$770

CUSIP/ISIN: 76113BAE9 / US76113BAE92, U76134AB8 / USU76134AB82              
Outstanding Principal Amount: US$486,500,000
Title of Old Notes to be Tendered: 8.875% Notes due 2015 (1)
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800      
Tender After Early Delivery Time: US$770

(1) Listed on the Luxembourg Stock Exchange.
   
In the exchange offers, ResCap is offering to issue new 8.500%
senior secured guaranteed notes due May 15, 2010 in exchange for
any and all old notes that mature in 2008 and 2009.  In
addition, ResCap is offering to issue new 9.625% junior secured
guaranteed notes due May 15, 2015 in exchange for any and all
old notes that mature in 2010 through 2015.

ResCap will mandatorily redeem one-third of the original
principal amount of each junior secured guaranteed note on May
15, 2013 and May 15, 2014 with the remaining principal amount
paid at maturity.  All new notes will be denominated in U.S.
dollars.  The offer to exchange old notes for new notes is not
subject to proration.  The senior secured guaranteed notes will
be secured on a second lien basis by the collateral for the
proposed new US$3.5 billion credit facility.  The junior secured
guaranteed notes will be secured on a third lien basis by the
collateral for that facility.
    
In addition, holders participating in the exchange offers may
elect to receive cash in lieu of the new notes that they would
otherwise receive, pursuant to a "modified Dutch auction"
process described in the offer documents.  Each participating
holder electing to receive cash pursuant to the auction process,
must submit a price denominated in U.S. dollars that specifies
the minimum amount of cash such participating holder wishes to
receive in lieu of each US$1,000 principal amount of new notes
it would otherwise receive for tendered old notes.

The indicative offer price specified by a participating holder
of old 2008-2009 notes can be no less than US$850 per US$1,000
principal amount of new notes, the indicative offer price
specified by a participating holder of old 2010-2015 notes can
be no less than US$650 per US$1,000 principal amount of new
notes, and in both cases the indicative offer price specified by
a participating holder can be no greater than US$1,000 per
US$1,000 principal amount of new notes.  The amounts of cash
that ResCap expects to have available to pay participating
holders in lieu of new notes that they would otherwise receive
in the exchange offers will be US$700 million with respect to
the old 2008-2009 notes and US$500 million with respect to the
old 2010-2015 notes.  Holders will receive new notes in exchange
for old notes submitted but not accepted in the auction process.
    
Only old notes that are tendered in the exchange offers may
participate in the auction process.  However, old notes may be
tendered in the exchange offers without participating in the
auction process.

ResCap also commenced a cash tender offer for any and all of its
outstanding US$1,198,710,000 in aggregate principal amount of
floating rate notes due June 9, 2008 at a purchase price of
US$1,000 per US$1,000 principal amount upon the terms and
subject to the conditions set forth in the offering memorandum
and the related letter of transmittal and consent.  The total
purchase price for each US$1,000 principal amount of June 2008
notes includes an early delivery payment of US$30.00 per
US$1,000 principal amount.  The CUSIP and ISIN for the June 2008
notes are 76114EAA0 and US76114EAA01.
    
In conjunction with the offers, ResCap is soliciting consents to
certain proposed amendments to the indentures under which the
old notes were issued.  The proposed amendments to the old notes
would release the subsidiary guarantees of ResCap's obligations
under the old notes and would eliminate certain of the
restrictive covenants and events of default currently in the
indentures.  However, the proposed amendments are not necessary
for the issuance of the new notes and the new subsidiary
guarantees or for the pledge of collateral for the new notes and
subsidiary guarantees.  Accordingly, the offers are not
conditioned on receipt of the requisite consents to adopt the
proposed amendments.
    
Claims with respect to new notes will be effectively senior to
claims with respect to unexchanged old notes.  In addition,
claims with respect to new notes will be effectively senior to
claims with respect to unexchanged old notes to the extent of
the value of all of the assets of the subsidiary guarantors if
the requisite consents from holders of the senior old notes are
received.  Claims with respect to new notes will be
contractually senior to the subordinated old notes.
    
In the offers, ResCap is offering an early delivery payment,
which in the case of the June 2008 notes and old notes that are
accepted in the auction process, will be paid in cash, and, in
the case of all other old notes, will be paid in principal of
new notes.  The early delivery payment will be paid only to
holders who validly tender their old notes, which tender will be
deemed to include their consents to the proposed amendments,
prior to 5:00 p.m., New York City time, on May 16, 2008, unless
extended by ResCap with respect to any or all series of old
notes, and do not validly withdraw their tenders.
    
The offers will expire at 11:59 p.m., New York City time, on
June 3, 2008, unless extended by ResCap with respect to any or
all series of old notes.  Tendered old notes may be validly
withdrawn at any time prior to 5:00 p.m., New York City time, on
May 16, 2008, unless extended by ResCap with respect to any or
all series of old notes, but not thereafter.
    
Holders of old notes accepted in the offers will receive a cash
payment equal to the accrued and unpaid interest in respect of
such old notes from the most recent interest payment date to,
but not including, the settlement date.
    
The offers are conditioned on the satisfaction or waiver of
certain conditions.  In particular, the offers are conditioned
on ResCap entering into a new first lien senior secured credit
facility, providing for at least US$3.5 billion of commitments
on terms acceptable to ResCap.  As a result of these conditions,
ResCap may not be required to exchange or purchase any of the
old notes tendered.  The offers are not conditioned on receipt
of the requisite consents with respect to the old notes.  ResCap
is currently in negotiations with GMAC LLC, who would act as the
lender under this new first lien senior secured credit facility
which, if entered into, will be on terms acceptable to ResCap
and GMAC.  The new facility would:

    1. fund the cash required for the offers,

    2. repay ResCap's term loan maturing in July 2008, and

    3. replace ResCap's existing US$875.0 million 364-day and
       US$875.0 million 3-year revolving bank credit facilities.

Documents relating to the offers will only be distributed to
noteholders who complete and return a letter of eligibility
confirming that they are within the category of eligible
investors
for this private offer.  Noteholders who desire a copy of the
eligibility letter should contact Global Bondholder Service
Corporation, the information agent for the offers, at (866) 470-
3800 (U.S. Toll-free) or (212) 925-1630 (Collect).

As reported in the Troubled Company Reporter on April 25, 2008,
Residential Funding Company and GMAC Mortgage LLC, both
subsidiaries of Residential Capital, LLC, borrowed US$468
million
collectively under a Loan and Security Agreement with ResCap's
parent, GMAC LLC, as lender, to provide ResCap's subsidiaries
with
a revolving credit facility with a principal amount of up to
US$750 million, providing incremental liquidity for ResCap's
operations until longer-term financing is arranged.  

ResCap and GMAC are investigating various strategic alternatives
related to all aspects of ResCap's business, including
extensions and replacements of existing secured borrowing
facilities, and establishing additional sources of secured
funding for ResCap's operations.  One potential source of new
secured funding is credit secured by certain of ResCap's
mortgage servicing rights.

The Troubled Company Reporter also reported on April 9, 2008
that GMAC LLC purchased US$1.2 billion of ResCap's notes in open
market.  The notes have a fair value of approximately
US$607,192,000 to ResCap in exchange for 607,192 ResCap
Preferred units with a liquidation preference of US$1,000 per
unit.  ResCap canceled the US$1.2 billion face amount of notes.  
GMAC may, in its sole discretion, on or before May 31, 2008,
contribute up to an additional approximately US$340 million of
ResCap notes, having a fair value of approximately
US$265,779,000, for additional ResCap Preferred units.  The
ResCap Preferred ranks senior in right of payment to ResCap's
common membership interests with respect to distributions and
payments on liquidation, winding-up or dissolution of ResCap.

                    About Residential Capital

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

                          About GMAC LLC

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

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 25, 2008, Moody's Investors Service downgraded GMAC LLC's
senior rating to B2 from B1; the rating remains on review for
further possible downgrade.  This action follows Moody's rating
downgrade of ResCap LLC, GMAC's wholly-owned residential
mortgage unit, to Caa1 from B2.

The TCR reported on April 25, 2008 that Residential Funding
Company and GMAC Mortgage LLC, both subsidiaries of Residential
Capital, LLC, borrowed US$468 million collectively under a Loan
and Security Agreement with ResCap's parent, GMAC LLC, as
lender, to provide ResCap's subsidiaries with a revolving credit
facility with a principal amount of up to US$750 million,
providing incremental liquidity for ResCap's operations until
longer-term financing is arranged.


GMAC LLC: Fitch Cuts ID Rating to BB- After ResCap's Poor Fin'l
---------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
of GMAC LLC and related subsidiaries to 'BB-' from 'BB'.  Fitch
has also downgraded GMAC's unsecured long-term ratings to 'B+'
from 'BB-', reflecting the potential for reduced recovery in a
default scenario should the company encumber assets.  
Additionally, Fitch has affirmed the 'B' short-term ratings.  
The Rating Outlook remains Negative. Approximately US$85 billion
of unsecured debt is affected by this action.

The downgrade of GMAC's L-T IDR reflects in part continued
financial deterioration at ResCap, which has necessitated
further financial support from GMAC as part of a debt exchange
at ResCap.   In addition, given the current capital markets
environment, Fitch believes that GMAC may need to encumber
assets to enhance its liquidity.  To the extent this occurs, it
would subordinate current debtholders and reduce recovery
prospects in a default scenario.

Fitch's Negative Outlook on GMAC continues to reflect the more
challenging economic environment that will continue to pressure
core operating performance.  Given reduced industry sales,
GMAC's financing volumes will likely decline unless offset by
higher penetration rates.  In addition, Fitch expects automotive
credit quality to remain pressured throughout 2008 due to rising
consumer defaults and higher loss severity upon default.  
Ratings could be lowered if core profitability (excluding
ResCap) weakens coupled with credit quality deterioration beyond
historical averages.

Fitch has downgraded these ratings with a Negative Outlook:

GMAC LLC
GMAC International Finance B.V.
GMAC Bank GmbH
GMAC Canada Ltd.
General Motors Acceptance Corp. of Canada Ltd.
General Motors Acceptance Corp. of Australia
  -- Long-term IDR to 'BB-' from 'BB';
  -- Senior debt to 'B+' from 'BB'.

General Motors Acceptance Corp. (NZ) Ltd.
  -- Long-term IDR to 'BB-' from 'BB'.

Fitch has also affirmed these ratings:

GMAC LLC
GMAC International Finance B.V.
GMAC Bank GmbH
General Motors Acceptance of Canada Ltd.
General Motors Acceptance Corp. of Australia
GMAC Australia (Finance) Ltd.
General Motors Acceptance Corp. (U.K.) Plc
General Motors Acceptance Corp. (N.Z.) Ltd.
GMAC Canada Ltd.
  -- Short-term IDR 'B';
  -- Short-term debt 'B'.

GMAC Canada Ltd.
  -- Short-term IDR 'B'.


GMAC LLC: S&P 'B' Rating Unaffected by ResCap's Downgrades
----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
negative outlook on GMAC LLC (B/Negative/C) will not be affected
by the downgrade of its 100%-owned subsidiary, Residential
Capital LLC to 'CC' from 'CCC+'.

The ratings actions on Residential Capital LLC follow the
company's launch of an exchange offer for unsecured bonds that
would pay less than face value to certain Residential Capital
LLC bondholders.  The exchange illustrates the gravity of the
Residential Capital LLC's financial position.   Furthermore, the
exchange indicates that GMAC LLC's ultimate parents, General
Motors Corp. (49% owner of GMAC LLC) and Cerberus (51% owner of
GMAC LLC), are pursuing these actions rather than directly
provide GMAC LLC with additional capital to downstream to
Residential Capital LLC.  However, a successful exchange would
extend debt maturities, providing needed relief to both
Residential Capital LLC in terms of its maturing debt, and GMAC
LLC in terms of future support pressures.

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


GUSTAVO DECORACIONES: Claims Verification Deadline Is July 1
------------------------------------------------------------
Nestor Agustin Iribe, the court-appointed trustee for Gustavo
Decoraciones SRL's bankruptcy proceeding, will be verifying
creditors' proofs of claim until July 1, 2008.

Mr. Iribe will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 4 in Buenos Aires, with the assistance of Clerk
No. 8, 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 Gustavo Decoraciones 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 Gustavo Decoraciones'
accounting and banking records will be submitted in court.

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

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

The debtor can be reached at:

           Gustavo Decoraciones SRL
           Defensa 1367
           Buenos Aires, Argentina

The trustee can be reached at:

           Nestor Agustin Iribe
           Avenida Corrientes 1250
           Buenos Aires, Argentina


HERMANOS CAMPAGNA: Proofs of Claim Verification is Until June 19
----------------------------------------------------------------
Ernesto Daniel Haltman, the court-appointed trustee for Hermanos
Campagna S.R.L.'s bankruptcy proceeding, will be verifying
creditors' proofs of claim until June 19, 2008.

Mr. Haltman 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 Hermanos
Campagna 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 Hermanos Campagna's
accounting and banking records will be submitted in court.

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

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

The debtor can be reached at:

           Hermanos Campagna SRL
           Andonaegui 2838
           Buenos Aires, Argentina

The trustee can be reached at:

           Ernesto Daniel Haltman
           Parana 774
           Buenos Aires, Argentina


ORVEA SRL: Trustee to Present General Report in Court Tomorrow
--------------------------------------------------------------
Estudio Contable de Los Rios & Martino Asociados, the court-
appointed trustee for Orvea S.R.L.'s bankruptcy proceeding, will
submit a general report containing an audit of the firm's
accounting and banking records to the National Commercial Court
of First Instance in Salta on May 8, 2008.

Estudio Contable verified creditors' proofs of claim until
Feb. 8, 2008.  The trustee presented the validated claims in
court as individual reports on March 24, 2008.  

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

The debtor can be reached at:

         Orvea S.R.L.
         Pellegrini 141, Ciudad de Salta
         Salta, Argentina

The trustee can be reached at:

         Estudio Contable de Los Rios & Martino Asociados
         Santa Fe 88, Ciudad de Salta
         Salta, Argentina


PETER PAN: Trustee to Present General Report in Court Tomorrow
--------------------------------------------------------------
Guillermo Javier Gimenez, the court-appointed trustee for Peter
Pan S.A.'s bankruptcy proceeding, will present a general report
containing an audit of the firm's accounting and banking records
in the National Commercial Court of First Instance in Buenos
Aires on May 8, 2008.

Mr. Gimenez verified creditors'proofs of claim until
March 7, 2008.  He filed the validated claims in court as
individual reports on April 9, 2008.  

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

The debtor can be reached at:

         Peter Pan S.A.
         Pte. Luis Saenz Pena 1756
         Buenos Aires, Argentina

The trustee can be reached at:

         Guillermo Javier Gimenez
         Rodriguez Pena 434
         Buenos Aires, Argentina


RAYCOL SA: Trustee to File General Report in Court Tomorrow
-----------------------------------------------------------
Jorge Basile, the court-appointed trustee for Raycol S.A.'s
bankruptcy proceeding, will present in the National Commercial
Court of First Instance in Buenos Aires a general report
containing an audit of the firm's accounting and banking records
on May 8, 2008.

Mr. Basile verified creditors' proofs of claim until
Feb. 14, 2008.  He presented the validated claims in court as
individual reports on March 27, 2008.  

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

The trustee can be reached at:

         Jorge Basile
         J. E. Uriburu 782
         Buenos Aires, Argentina


TARPIN RICARDO: Trustee to File Individual Reports Tomorrow
-----------------------------------------------------------
Graciana Carmen Magi, the court-appointed trustee for the
bankruptcy proceeding of Tarpin Ricardo Eduardo (extension de
quiebra de Construcciones Agropecuarias S.R.L.), will present
the validated claims as individual reports in the National
Commercial Court of First Instance in Santa Fe on May 8, 2008.

Ms. Magi verified creditors' proofs of claim until
March 19, 2008.  She will submit to court a general report
containing an audit of Tarpin Ricardo's accounting and banking
records on June 19, 2008.

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

The debtor can be reached at:

           Tarpin Ricardo Eduardo
           Balcarce 1328, Ciudad de Santa Fe
           Santa Fe, Argentina

The trustee can be reached at:

           Graciana Carmen Magi
           Cochabamba 462, Rosario
           Santa Fe, Argentina


TRATO SA: Proofs of Claim Verification Deadline Is June 11
----------------------------------------------------------
Hector Palma, the court-appointed trustee for Trato SA's
bankruptcy proceeding, will be verifying creditors' proofs of
claim until June 11, 2008.

Mr. Palma will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 25 in Buenos Aires, with the assistance of Clerk
No. 49, 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 Trato 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 Trato's accounting
and banking records will be submitted in court.

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

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

The debtor can be reached at:

           Trato SA
           Tucuman 1455
           Buenos Aires, Argentina

The trustee can be reached at:

           Hector Palma
           Tte. Gral. Peron 1473
           Buenos Aires, Argentina


YPF SA: Chubut Awards 2 Gan-Gan Blocks to Firm's Joint Venture
--------------------------------------------------------------
Argentina's Chubut province has awarded two exploration blocks
in Gan-Gan to YPF SA's joint venture with Wintershall Holding
AG.

Business News Americas relates that the blocks are called Cuenca
Canadon and Cuenca del Golfo San Jorge.  They are near the
border of Chubut and Rio Negro.  YPF SA and Wintershall Holding
will invest US$10 million in exploration of the two blocks.

Headquartered in Winter Holding AG is a wholly owned subsidiary
of the world's largest chemical company, BASF.  Its traditional
regions of exploration and production are in Germany, North
Africa, and in South America.  The hydrocarbons producer has
recently turned to Russia and the Caspian Sea as new areas of
exploration.  Wintershall companies also engage in natural gas
trading.  Wintershall has a 65% stake in WINGAS, a company that
operates a natural gas pipeline network in Europe.

Headquartered in Buenos Aires, Argentina, YPF S.A. --
http://www.ypf.com.ar/-- is an integrated oil and gas company   
engaged in the exploration, development and production of oil
and gas, natural gas and electricity-generation activities
(upstream), the refining, marketing, transportation and
distribution of oil and a range of petroleum products, petroleum
derivatives, petrochemicals and liquid petroleum gas
(downstream).  The company is a subsidiary of Repsol YPF, S.A.,
a Spanish company engaged in oil exploration and refining, which
holds 99.04% of its shares.  Its international operations are
conducted through its subsidiaries, YPF International S.A. and
YPF Holdings Inc.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 28, 2008, Standard & Poor's Ratings Services affirmed its
'BB+' local currency corporate credit rating on YPF S.A. and
removed it from CreditWatch with negative implications where it
was placed Dec. 27, 2007.  S&P said the outlook is stable.




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

INTERPUBLIC GROUP: Net Loss Down to US$62MM in 2008 1st Quarter
---------------------------------------------------------------
Interpublic Group of Cos. reported net loss of US$62.8 million
compared with a year-earlier net loss of US$125.9 million, Kathy
Shwiff and Kevin Kingsbury of The Wall Street Journal reports.

According to WSJ, citing a poll by Thomson Reuters, revenue
increased 9.3% to US$1.49 billion while organic revenue --
excluding divestitures, acquisitions and foreign-currency
translation -- rose 5.1%.  Analysts' mean estimates were for a
loss of 16 cents a share on revenue of US$1.44 billion, WSJ
adds.

WSJ notes that Interpublic is in the middle of a turnaround
after correcting accounting problems that had dogged it for
several years.

New York-based, Interpublic Group of Companies Inc. (NYSE: IPG)
-- http://www.interpublic.com/-- is one of the world's leading      
organizations of advertising agencies and marketing services
companies.  Major global brands include Draftfcb, FutureBrand,
GolinHarris International, Initiative, Jack Morton Worldwide,
Lowe Worldwide, MAGNA Global, McCann Erickson, Momentum, MRM
Worldwide, Octagon, Universal McCann and Weber Shandwick.  
Leading domestic brands include Campbell-Ewald, Carmichael
Lynch, Deutsch, Hill Holliday, Mullen, The Martin Agency and
R/GA.

The company has operations in Argentina, Brazil, Barbados,
Belize, Chile, Colombia, Costa Rica, Dominican Republic,
Ecuador, El Salvador, Guatemala, Honduras, Jamaica, Mexico,
Nicaragua, Panama, Paraguay, Puerto Rico, Peru, Uruguay and
Venezuela.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 10, 2008, Fitch Ratings has upgraded Interpublic Group of
Companies' issuer default rating to 'BB+' from 'BB-'.  
Approximately US$2.1 billion in total debt and US$525 million in
preferred stock as of Dec. 31, 2007 is affected.  Fitch said the
rating outlook is positive.



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

SEA CONTAINERS: Inks Settlement Deal with General Electric
----------------------------------------------------------
GE SeaCo SRL welcomes a settlement agreement signed by its two
parent companies, General Electric Capital Corporation and Sea
Containers Ltd. to resolve all of their disputes.

The agreement will simplify the GE SeaCo joint venture and end
all of the current claims and litigations involving the joint
venture and its parents.

Sea Containers Ltd. and two of its subsidiaries are currently
in Chapter 11 in the U.S. Bankruptcy Court in Delaware.  While
the Chapter 11 case does not involve GE SeaCo or its own assets,
one of SCL's principal assets is its 50 percent holding in the
joint venture.  Since 2006, GE has designated a majority of
members of GE SeaCo's Board of Managers, while SCL continues to
designate a minority of the members.

The settlement will provide SCL with additional flexibility
under the JV structure, which SCL believes will expedite its
financial reorganization and consequent emergence from Chapter
11.

The entire settlement is subject, among other things, to
approval by the U.S. Bankruptcy Court in Delaware.

"Simplifying the JV structure will enable us to be even more
responsive to our customers needs," David Amble, chairman and
acting chief executive officer of GE SeaCo, said.

"Despite the differences between GE and SCL, we have built a
strong, disciplined business over the last 10 years," Mr. Amble
said.  "Taking the on-going litigation off the table will enable
senior management to continue to build the business."

"We are pleased that this agreement and the pending settlement
with the SCL pension trustees, which is currently awaiting Court
approval, will together enable us to expedite the early filing
of a Plan of Reorganization to the Bankruptcy Court and to
emerge from Chapter 11," Bob MacKenzie, the chief executive
officer of SCL, added.

                          About GE SeaCo

GE SeaCo SRL is one of the world's leading container leasing
companies, operating a fleet of approximately one million TEU
for customers in over 80 countries.  The company is driven to
achieve its ambition -- to be the most valued leasing company in
the world -- valued by its customers, its people, its suppliers
and its investors.

Formed in 1998 by Sea Containers Ltd. and the General Electric
Capital Corporation, GE SeaCo SRL operates as a stand alone
business, with headquarters in Barbados, and 13 sales and
support offices worldwide.  Its UK subsidiary, GE SeaCo Services
Ltd., provides administrative and other services to the GE SeaCo
SRL group.

                     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
$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)




=============
B O L I V I A
=============

INTERNATIONAL PAPER: Net Income Drops to US$133MM in 1st Quarter
----------------------------------------------------------------
International Paper reported preliminary first-quarter 2008 net
earnings of US$133 million compared with net earnings of
US$327 million in the 2007 fourth quarter and US$434 million in
the first quarter of 2007.

Earnings from continuing operations and before special items in
the first quarter of 2008 were US$175 million, compared with
US$294 million in the 2007 fourth quarter and US$203 million in
the first quarter of 2007.

Quarterly net sales were US$5.7 billion, down from US$5.8
billion in the fourth quarter and up from US$5.2 billion in the
first quarter of 2007.

Industry segment operating profits were US$332 million for the
2008 first quarter versus US$566 million in the 2007 fourth
quarter and US$403 million in the first quarter of 2007.  The
quarter-to-quarter decrease reflects higher input costs, lower
earnings from land sales and operating performance below
expectations early in the quarter.

Additionally, the company reported equity earnings, net of
taxes, of US$17 million from its 50% investment in Ilim Holding
S.A., a separate reportable industry segment in Russia.

"We continued to realize price improvement in the first
quarter," John Faraci, chairman and CEO, said.  "However, those
gains were more than offset by sharply increasing input costs,
well as the expected quarter-to-quarter decline in earnings from
land sales."

"We are prepared to work through the weakness of the U.S.
economy.  Our business outside of North America continues to
demonstrate healthy growth and solid pricing," Mr.Faraci said.

At March 31, 2008, the company's balance sheet showed total
assets of US$24.3 billion, total liabilities of US$15.3 billion
and total shareholders' equity of about US$9.0 billion.

                 About International Paper

Headquartered in Stamford, Connecticut, International Paper Co.
(NYSE: IP) -- http://www.internationalpaper.com/-- is an  
uncoated paper and packaging company with primary markets and
manufacturing operations in North America, Europe, Russia, Latin
America, Asia and North Africa.  International Paper employs
approximately 54,000 people in more than 20 countries, and
serves customers worldwide.  Its South American operations
include, among others, facilities in Argentina, Brazil, Bolivia,
and Venezuela.

                         *     *     *

Moody's Investors Service placed International Paper Co.'s
senior subordinate rating at 'Ba1' in December 2005.  The rating
still holds to date with a stable outlook.


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


ABC BRASIL: Net Profit Increases to BRL38 in First Quarter 2008
---------------------------------------------------------------
Banco ABC Brasil S.A.'s net profit increased over 106% to
BRL38.0 million in the first quarter 2008, compared to the same
period in 2007.

Business News Americas relates that Banco ABC's BRL38.0 million
first quarter profit declined 25.0%, from BRL50.7 million in the
fourth quarter 2007.

According to BNamericas, Banco ABC's return on equity dropped to
13.9% in the first quarter 2008, compared to 16.4% in the first
quarter 2007 and 18.6% in the fourth quarter 2007.  Banco ABC's
shareholder equity rose 141% to BRL1.11 billion in the first
quarter this year, from the same period last year.  The bank's
net interest income grew 60.3% to BRL79.9 million, with lending
increasing 80.9% to BRL5.78 billion in the 12 months ended
March 2008, compared to the previous period.

The report says that Banco ABC's wholesale and large-middle
loans dominate its loan book.  The loans increased 75.9% to
BRL4.97 billion in the 12 months ended March 2008, compared to
the previous period.  The bank's middle market loans rose 93.2%
to BRL661 million and consumer loans grew 446% to BRL151 million
in March 2008, from March 2007.  Middle-market lending would
increase up to 130% this year.  

BNamerica notes that Banco ABC's retail loans are mostly payroll
loans to civil servants and retirement loans go to pensioners in
the federal social security system Instituto Nacional do Seguro
Social.  According to Banco ABC, payroll lending will grow up to
280% in 2008.

Banco ABC's overall lending will increase up to 60% in 2008,
compared to 2007.  Wholesale and large-middle loans will rise up
to 50%, BNamericas says, citing Banco ABC's guidance for 2008.

Banco ABC's assets increased 38.6% to BRL5.88 billion as of
March 2008, compared to March 2007, BNamericas states.

Established in 1983 and headquartered in Sao Paulo, Brazil,
Banco ABC Brasil SA, controlled by the Arab Banking Corporation
and with a branch on the Cayman Islands, is a multiple bank
endowed to operate with commercial, investment, financial,
housing loan and exchange portfolios.  As of December 2007, the
bank had total assets of approximately BRL5.67 billion and
equity of BRL1.09 billion.

                          *      *      *

As reported in the Troubled Company Reporter-Latin America on
April 8, 2008, Moody's Investors Service assigned ratings for
long- and short-term foreign currency deposits of Ba2 and Not
Prime to Banco ABC Brasil S.A.  Moody's said the outlook is
stable.


ATARI INC: Signs US$11 Mil. Infogrames Entertainment Merger Deal
----------------------------------------------------------------
Atari, Inc., and Infogrames Entertainment S.A. reached a
definitive agreement to merge, which:

  * brings to a close a period of financial underperformance for
    Atari;

  * strengthens Atari under Infogrames' new management team;

  * delivers a platform for future growth in the US; and

  * offers Atari shareholders an all cash exit.

Under the terms of the merger agreement, Infogrames will acquire
the remaining outstanding equity interests of Atari (other than
shares of common stock held by Infogrames or its affiliates,
which would be cancelled) for US$1.68 per share, equivalent to a
cash payment of approximately US$11 million.  Infogrames is
currently the majority shareholder in Atari holding
approximately 51.4%.

Following the merger, Atari will be a wholly owned subsidiary of
Infogrames.  The merger will be funded by Infogrames from
existing cash resources.  The transaction is not subject to any
financing conditions and is expected to close in the third
calendar quarter of 2008.

This agreement is an essential and positive development for
Infogrames and its shareholders.  It brings Atari fully under
the control of Infogrames, delivering a platform for future
growth in the U.S.  This step closely follows a series of recent
major restructuring actions implemented in an effort to
reposition Atari, streamline its corporate structure and reduce
its annualized costs, including costs related to being a US
public company.

The Board of Infogrames believes that full ownership of a
restructured Atari is an important step for the Group, leading
to a simplified operating structure that will deliver greater
efficiency, provide the Group with greater opportunities to
expand its US distribution capabilities and strengthen its
platform for its global online initiatives.

"Bringing Atari US and Infogrames businesses together will
enable us to create a simplified global structure for our
business as we seek to re-build a well-managed, cohesive and
financially disciplined company," David Gardner, CEO,
Infogrames, said.  "This is a key strategic event for Infogrames
that will benefit all of our shareholders. I believe that this
transaction will generate significant benefits for the Group."

The management of Atari, Inc., led by recently appointed
President and CEO, Jim Wilson, will join the Group upon the
closing of the transaction and remain focused on growing the key
North American gaming market.

"By joining Infogrames, we will have the opportunity to further
transform Atari," Mr. Wilson said.  "As part of this newly
integrated company, we will be better able to streamline
operations and have a stronger platform for growth in North
America."

The transaction was negotiated and approved by the Special
Committee of the Board of Directors of Atari, consisting
entirely of directors who are independent of Infogrames.  In
approving and recommending the merger transaction, the Special
Committee considered, among other things, the terms of the
merger agreement, which permits the Special Committee to
terminate the agreement under certain circumstances, Atari's
financial position and results of operations, general market and
industry conditions, the risks of implementing Atari's business
plan, Atari's limited liquidity and the limited range of options
available to Atari.

The Special Committee also considered the effects of Infogrames'
controlling interest, the risk that the transaction will not be
completed, the premium to Atari's share price 30 days prior to
the date of Infogrames' offer, and the willingness of Infogrames
to extend a loan of up to US$20 million to Atari to cover
expected capital requirements.

The transaction is subject to a number of customary conditions,
including the approval of the holders of a majority of
outstanding shares.  Atari expects to call a special meeting of
shareholders to consider the merger in the third quarter of
calendar 2008.  Since Infogrames controls a majority of Atari's
outstanding shares, Infogrames has the power to approve the
transaction without the approval of Atari's other shareholders.

In connection with the transaction, Infogrames has committed to
lend Atari US$20 million, subject to the terms and conditions of
the credit agreement between Atari and Infogrames.  This loan
will be used to fund Atari's operational cash requirements
during the period between the date of the merger agreement and
its closing.

                         About Atari Inc.

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

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

                       Going Concern Doubt

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

As reported in the Troubled Company Reporter on March 28, 2008,
Atari Inc. received a Staff Determination Letter from the Nasdaq
Listing Qualifications Department stating that Atari Inc. has
not gained compliance with the requirements of Nasdaq
Marketplace Rule 4450(b)(3), and that its securities are
therefore subject to delisting from The Nasdaq Global Market.

On Dec. 21, 2007, the Nasdaq Listing Qualifications Department
notified Atari Inc. that, pursuant to Nasdaq Marketplace Rule
4450(e)(1), unless the market value of Atari Inc.'s publicly
held shares, which is calculated by reference to Atari Inc.'s
total shares outstanding, less any shares held by officers,
directors or beneficial owners of 10% or more, maintains an
aggregate market value of US$15 million or more for a minimum of
10 consecutive business days prior to March 20, 2008, Atari
Inc.'s securities would be subject to delisting.

As disclosed on March 21, 2008, the forbearance period granted
by BlueBay High Yield Investments (Luxembourg) S.A.R.L., the
lender under Atari's senior secured credit facility, has expired
and Atari is currently in discussions with BlueBay with respect
to, among other things, an extension of the forbearance period.


BANCO BRASCAN: Fitch Lifts Ratings After Brookfield Deal Closing
----------------------------------------------------------------
Fitch Ratings has upgraded the ratings of Banco Brascan and
removed the bank from Rating Watch Positive, following the
regulatory approvals and the effectively closing of the Banco
Brascan acquisition from Brookfield Asset Management Inc. on
April 29, 2008.

Ratings upgraded:

  -- Long-term foreign and local currency issuer default ratings  
     upgraded to 'BB+' from 'BB-', outlook stable;

  -- National long-term rating upgraded to 'AA-(bra)' from
     'A(bra)', outlook stable;

  -- National short-term rating upgraded to 'F1+(bra)' from
     'F1(bra)'.

In addition, Fitch has affirmed these ratings:

  -- Short-term foreign and local currency IDRs at 'B';
  -- Support rating at '3'.

The upgrade in Banco Brascan's ratings reflects the support that
the bank could receive from Brookfield Asset Management Inc (IDR
rated 'BBB+'/Stable Outlook by Fitch).  Fitch believes that
Brookfield Asset will expand its synergies with the bank,
promoting greater development of its local activities.  Brazil
is a strategic market for Brookfield Asset and the activities
developed by the bank are an important complement to the group's
Brazilian business.

The ratings of Banco Brascan are driven by support and the bank
is a small investment institution, commanded out by executives
having solid experience, with greater dependency on proprietary
treasury gains since 2001, making it more susceptible to market
volatility and local economic performance.  In 2003, the bank
decided not to make provisions for a fine estimated at BRL140
million at December 2007 levied by the Federal Revenue Service.  
Banco Brascan appealed against the fine and in January 2006,
received a favorable decision from the Taxpayers Board of the
SRF.  Although the SRF can still appeal against this decision,
Fitch considers that any potential negative impact should be
limited due the shareholder's support.

At fiscal year-end 2007, Banco Brascan reported a small loss due
to the weak treasury performance throughout the year.  The
reduction in the bank's capital base in 2007 was part of the
transaction that resulted in the departure of Mellon as a
shareholder; the balance of this transaction, settled mainly by
the sale of the bank's holding company's shares in the IPO of
the BMF and Bovespa (Brazilian commodities and stock exchanges,
respectively), which netted BRL367 million.  Notwithstanding the
smaller capital base, the bank's regulatory capital ratio
reached 23% at December 2007, remaining in line with its peers'
and providing room for leveraging.

Brascan and its affiliates are majority controlled by the Mellon
Brookfield groups, focusing its operations on treasury,
financial consulting services and structuring business in the
local capital markets.  In December 2007, the bank presented
BRL1,263.5 million of assets and equity of BRL189.8 million.


BANCO DAYCOVAL: Joins Brasil Index of Bovespa Stock Exchange
------------------------------------------------------------
Noticias Financieras reports that Banco Daycoval S.A.'s shares
have joined the Brasil Index of the Bovespa stock exchange.

Noticias Financieras relates that Brasil Index "measures return
on a portfolio comprised of Bovespa's 100 most liquid shares."

Banco Daycoval's "paper DAYC4 will have a 0.086% weight" in the
Brasil Index, Noticias Financieras states.

Headquartered in Sao Paulo, Brazil, Banco Daycoval started its
activities in 1968, with the creation of Daycoval DTVM and Valco
Corretora de Valores.  Brothers Ibrahim and Sasson Dayan control
the bank.  It is the core business of its shareholders and
specializes in financing small- and medium-sized companies,
backed by receivables.  It also operates with consignment
lending for payroll deduction and consumer financing.  Since
June 2007, the bank has had 29% of its shares traded at Bovespa
on the New Brazilian Stock Market.  These shares enjoy a tag-
along privilege, giving minority shareholders 100% of the value
of the block of controlling shares in the event of the sale of
the institution.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 27, 2007, Fitch Ratings placed Banco Daycoval S.A.'s Long-
term foreign currency issuer default rating at 'BB-' and Long-
term local currency issuer default rating at 'BB-' with a stable
outlook.


BANCO NACIONAL: May Turn to Int'l Capital Markets to Raise Funds
----------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social a.k.a.
BNDES could turn to international capital markets to raise funds
after Standard & Poor's raised Brazil's long-term foreign
currency rating to investment grade BBB- with a stable outlook.

However, Banco Nacional's Fixed-Income Investments Chief Carlos
Lagrota assured news daily Folha de S Paulo that the bank would
continue to concentrate on the domestic capital market.

Banco Nacional authorized BRL16.5 billion in new loans in the
first quarter 2008, 47% greater than the same period in 2007.  
It budgeted BRL80 billion for lending in 2008, BNamericas
states.

Banco Nacional de Desenvolvimento Economico e Social is Brazil's
national development bank.  It provides financing for projects
within Brazil and plays a major role in the privatization
programs undertaken by the federal government.

                           *     *     *

In August 2007, Moody's Investors Service assigned a Ba2 foreign
long-term bank deposit rating on Banco Nacional de
Desenvolvimento Economico e Social.


BLOUNT INT'L: Acquires Carlton Holdings for US$63,000,000
---------------------------------------------------------
Blount International Inc. acquired all the capital stock of
Carlton Holdings Inc. from its private shareholders.  Blount
paid approximately US$63 million in net consideration for the
stock, funded through the company's revolving credit facility.

"The acquisition of Carlton is consistent with our intention to
invest in and grow our core business, the Outdoor Products
segment," James Osterman, Blount's chairman and CEO, said.  "The
added capacity and potential operating synergies of the combined
entities make Carlton an attractive asset to own.  

"Carlton's strengths in international markets where over 80% of
their sales take place, fits well with our expansion plans and
the additional capacity will accelerate the opportunities to
take advantage of the weakened U.S. dollar in trading," Mr.
Osterman added.

                     About Carlton Holdings Inc.

Located in Milwaukie, Oregon, Carlton Holdings Inc. is a
manufacturer of saw chain.  Carlton employs approximately 400
employees, most at its Oregon manufacturing facility, and
distributes the majority of its products to international
markets.  The company was founded in 1963.

                    About Blount International

Blount International Inc. (NYSE: BLT) -- http://www.blount.com/
-- is a diversified international company operating in two
principal business segments: Outdoor Products and Industrial and
Power Equipment.  The company's Outdoor Products segment
provides  chain, bars and sprockets to the chainsaw industry,
accessories to the lawn care industry and concrete cutting saws.  
Blount manufactures its products in the United States, Canada,
China, and Brazil, and sells them in more than 100 countries.

Blount International Inc.'s balance sheet at Dec. 31, 2007,
showed total assets of US$411.9 million and total liabilities of
US$466.0 million, resulting in a total shareholders' deficit of
US$54.1 million.


BRASIL TELECOM: Launches 3G Services
------------------------------------
Brasil Telecom S.A. has launched 3G services called 3GMais in
Brazil.

Business News Americas relates that Brasil Telecom produced five
packages combining its services to encourage its current clients
and entice new customers.  The new service includes:

   -- a flat fee rate with unlimited video calls,

   -- 1GB mobile broadband,

   -- 1,000 SMS,

   -- 5,000 minutes of voice calls, and

   -- a handset for BRL199.90 a month.

Headquartered in Brasilia, Brasil Telecom S.A. --
http://www.brasiltelecom.com.br-- is an integrated  
telecommunications company operating in nine states in the
southern, mid-western and northern regions of Brazil. In 2007,
the company reported consolidated net revenues of BRL11.1
billion.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 1, 2008, Moody's Investors Service's Ba1 global scale senior
unsecured issuer rating for Brasil Telecom S.A. remains under
review for possible upgrade following the announcement of the
acquisition by Telemar Norte Leste S.A. (rated Baa2; stable
outlook) of a controlling interest in Brasil Telecom
Participacoes S.A., the holding company for Brasil Telecom SA.


CAMARGO CORREA: To Bid With Eletrosul, Chesf & Suez for Jirau
-------------------------------------------------------------
Camargo Correa SA has formed a consortium with Brazilian federal
power companies Eletrosul Centrais Electricas SA and Companhia
Hidro Eletrica do Sao Francisco a.k.a. Chesf and France's Suez
SA to bid for the 3.3-gigawatt Jirau hydro project on the
Madeira river, Business News Americas reports, citing an
Eletrosul spokesperson.

The spokesperson commented to BNamericas, "We cannot confirm the
stakes [each company will have in the consortium] or disclose
further information before the May 14 deadline for
registration."

Brazilian power regulator Aneel will hold the auction May 19.  
Bidding prices begins at BRL91 per megawatt-hour, BNamericas
states.

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

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


CIA. ENERGETICA: Tops Utility Stocks After UBS Boosts Rating
------------------------------------------------------------
Companhia Energetica de Sao Paulo has led utility stocks as it
increased 3.9% to BRL29.60, the highest since March 27 in Sao
Paulo trading after the investors bought the stock as
recommended by UBS AG, Heloiza Canassa of Bloomberg News
reports.

According to the report, UBS analysts Pedro Batista stated that
Brazil's new investment grade rating would make it cheaper to
access capital.  Mr. Batista, Bloomberg continues, disclosed
that Brazil's investment grade rating should benefit CESP
through a "lower cost of capital" and a "stronger foreign
exchange" rate, adding that the company has the highest leverage
among utility companies and about "40 percent of its debt" is in
foreign currency.

Previous UBS rating on the company was neutral, which has fallen
6.6% over the past year, compared with a 38% gain for the
Bovespa index, Bloomberg adds.

                          About CESP

Headquartered in Sao Paulo, Brazil, Companhia Energetica de Sao
Paulo (BOVESPA: CESP3, CESP5 and CESP6) is the country's third
largest power generator, majority owned by the State of Sao
Paulo.  CESP operates 6 hydroelectric plants with total
installed capacity of 7,456 MW and reported net revenues of
BRL1,983 million in the last twelve months through Sept. 30,
2006.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 10, 2007, Standard & Poor's Ratings Services raised its
ratings on electricity generator Companhia Energetica de Sao
Paulo, including its corporate credit rating to 'B' from 'B-'.
At the same time, S&P raised its Brazil national scale ratings
on CESP to 'brBBB-' from 'brBB'.  S&P said the outlook remains
positive on both scales.


GENERAL MOTORS: ResCap's Offer Does Not Affect S&P's Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said 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 update follows the
announcement by Residential Capital LLC (CC/Watch Neg/C) that it
is launching an exchange offer for unsecured bonds, which S&P
interpret to be a distressed debt exchange. (Residential Capital
is a unit of 49%-owned unit GMAC LLC [B/Negative/C].  
     
S&P do not expect GM to provide any significant capital to GMAC
or indirectly to Residential Capital, nor is GM required to do
so in the future.
     
GM's ratings were placed on CreditWatch because of the strike at
major supplier American Axle & Manufacturing Holdings Inc.,
which began Feb. 26.  The strike caused GM to lose 100,000 units
of production in the first quarter of 2008, mostly full-size
pickups.
     
"Negotiations are continuing, and media reports indicate that
the strike is closer to being resolved," said Standard & Poor's
credit analyst Gregg Lemos Stein.  "But until American Axle's
production resumes, we won't know the full extent of the
strike's effect on GM's liquidity."
     
GM's second-quarter results will be affected as well, and in
light of weak sales and deteriorating demand for pickups and
SUVs, GM recently announced production cuts beyond those caused
by the strike.  GM should benefit from working capital increases
once American Axle resumes production, even if future production
levels do not fully replace that lost during the strike.  S&P
expect GM to be able to maintain adequate available liquidity in
2008; at March 31, 2008, the company had US$23.9 billion,
including cash, marketable securities, US$700 million in short-
term VEBA funds, and a US$4.5 billion secured revolving credit
facility.
     
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 believe 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 2008.  GM recently said it will make advance
payments of up to US$650 million to Delphi over the course of
2008, an amount that is within our range of expectations, even
if Delphi had emerged from bankruptcy.  However, S&P's ratings
do not leave any room for GM to make substantial cash payments
to support a revised Delphi capital structure beyond the labor
and transitional subsidies GM has already agreed to provide.  
     
S&P will likely not resolve the GM CreditWatch until after the
American Axle strike has been resolved and S&P have assessed its
effect on GM's liquidity in light of the deteriorating U.S. auto
industry environment.  S&P's analysis will also incorporate
those  concerns.

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.


GOL LINHAS: Issues Passenger Traffic Statistics for April 2008
--------------------------------------------------------------
GOL Linhas Aereas Inteligentes S.A., the parent company of
Brazilian airlines GOL Transportes Aereos S.A. and VRG
Linhas Aereas S.A., released preliminary passenger statistics
for the month of April 2008.

Consolidated domestic  passenger traffic (RPK) for April 2008
increased 14% and capacity (ASK) increased 23% year-over-year
(vs. April 2007).  Domestic consolidated load factor for the
month was 66% and international consolidated load factor was
53%.   GOL's total system load factor for the month of April was
63%.

GTA's domestic passenger traffic (RPK) for April 2008 was
1,534mm and capacity (ASK) was 2,329mm. I nternational
passenger traffic (RPK) was 145mm and capacity (ASK) was 235mm.  
VRG Linhas domestic passenger traffic (RPK) for April 2008 was
318mm and capacity (ASK) was 463mm. International passenger
traffic (RPK) was 309mm and capacity (ASK) was 623mm.

Consolidated Operating Data   April 2008  April 2007  Change(%)
--------------------------------------------------------------
  Total System
    ASK (mm)                     3,650.3    2,918.0     25.1%
    RPK (mm)                     2,305.6    1,957.2     17.8%
    Load Factor                    63.2%      67.1%    -3.9 p.p.
  Domestic Market
    ASK (mm)                     2,792.1    2,272.9     22.8%
    RPK (mm)                     1,851.9    1,626.5     13.9%
    Load Factor                    66.3%      71.6%    -5.3 p.p.
  International Market
    ASK (mm)                       858.2      645.1     33.0%
    RPK (mm)                       453.7      330.7     37.2%
    Load Factor                    52.9%      51.3%    +1.6 p.p.

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.

As reported in the Troubled Company Reporter-Latin America on
May 2, 2008, the company had BRL3.5 million consolidated net
loss for the quarter.


JAPAN AIRLINES: Inks JALCARD Transfer Pact With Mitsubishi UFJ
--------------------------------------------------------------
Japan Airlines International, a subsidiary of the JAL
Corporation, and the Bank of Tokyo-Mitsubishi UFJ Ltd, a
subsidiary of Mitsubishi UFJ Financial Group Inc, have reached
an agreement on the transfer of 49.375% of the shares of JALCARD
Inc., to BTMU.

Also as part of the agreement, JAL International, JALCARD, BTMU,
Mitsubishi UFJ NICOS Co. Ltd, and JCB Co. Ltd (JCB) have agreed
on a business partnership relating to the credit card business.  

Against the backdrop of an expansion in the utilization and
availability of credit cards, diversification of related awards
and services, and advancements in related technology, the credit
card market continues to expand both in the number of cards
issued and card shopping sales income, and is expected to
continue growing.

On the other hand, competition is becoming fierce due to retail,
service, and other businesses entering the credit card market,
and the advent of mergers and acquisitions.  It is of urgent
necessity that customer convenience is increased by improving
services, conditions for use and expanding channels, and by
developing and strengthening products, services, systems,
channels in order to gain customer support.

Based on these business conditions and changes, the JAL Group
and MUFG have agreed on a strategic business and capital
alliance with regard to JALCARD’s business.

Established in 1984, JALCARD, a 100% owned subsidiary of JAL
International, offers a frequent flyer program card with a
credit function to over 2.03 million cardholders (as of March
31, 2008).  The average amount used per customer is markedly
high in the industry.

Mitsubishi UFJ NICOS, the biggest card company in Japan and the
core card company of MUFG, and JCB, Japan’s only internationally
recognized credit card brand, have played a central role in the
development of JALCARD’s business as the issuing companies for
JALCARD.  The business and capital tie-up will build on this
existing relationship of trust and cooperation until, and
through synergy effects, strive to improve customer service and
increase customer convenience.

JALI will transfer 3,950 shares out its total holding of 8,000
JALCARD shares (share of voting rights 49.375%)to BTMU as of
July 1, 2008.

JAL Group, MUFG Group and JCB will implement various measures
utilizing their own strengths to expand the scope of business
cooperation, centering on the areas below, aiming to become the
No. 1 airline credit card chosen by the customer by providing
high quality services to meet the customers’ diversified needs.

As a result of this business alliance, JALI plans to grant BTMU
certain priority rights relating to the issuance of JALCARD.

   1) Committees

         a) Steering Committee, Special Strategy Committee:

            To facilitate JALCARD business operations, a
            Steering Committee and Special Strategy Committee,
            jointly chaired by executive directors of JAL Group
            and MUFG Group, will discuss and formulate the
            management policy and management/business strategies
            of JALCARD.

         b) Business Alliance Committee:

            To realize synergy effects through a business
            alliance, an administrator-level business alliance
            committee will be set up to study, prepare and
            implement measures to expand the customer base,
            improve member services, and strengthen
            competitiveness.

   2) Expansion of customer base and improvement of member
      services

         a) Gain new members utilizing Mitsubishi UFJ NICOS and
            JCB: Further expand the customer base of JALCARD,
            utilizing the marketing network and sales teams of
            Mitsubishi UFJ NICOS, and through active promotion
            activities conducted by JCB.

         b) Development of new products/services, increasing
            alliance partners:

            Joint studies will be made to:

            - develop a new type of premium card, utilizing
              MUFGs product and service development abilities

            - new services linked with MUFG's financial products
              and services (priority interest rate service)

            - promote alliances with strong enterprises of
              various business forms/types, based on MUFG's
              alliance partners, partner financial institutions,
              and corporate customers

            - add awards offered by partners, etc.

        c) Measures to improve services for current members:

           By expanding JALCARD special partner shops, utilizing
           Mitsubishi UFJ NICOS's partner shop network (the
           biggest in the card industry), and the ability of
           Mitsubishi UFJ NICOS to explore new partner shops, we
           will strive to improve services and convenience to
           current JALCARD members.

        d) Other measures to improve member services:

           Optimize benefits from business efficiency and scale
           utilizing Mitsubishi UFJ NICOS and JCB's know-how and
           infrastructure relating to processing, and improve
           the ability to share/coordinate data on new
           membership applications, screening results, change of
           address, membership withdrawal, and shopping mile
           crediting, through a highly advanced joint system of
           the alliance companies, and thereby improve member
           services.

   3) Further collaboration between JAL Group and MUFG

      To further develop JALCARD's business, we will actively
      collaborate with credit cards of JALCARD and group
      companies of MUFG and their alliance partners, and create
      high added-value products and services by combining the
      air services of JAL Group and financial services of MUFG.

   4) Schedule

      May 2, 2008: Decision at JALI executive directors' meeting
      & conclusion of share transfer agreement and business
      alliance agreement.

      July 1, 2008: Planned date of transfer of shares and
      receipt of payment

   5) Outlook

      Through this business and capital alliance, JAL Group
      plans to post about 42 billion yen as extraordinary profit      
      for the financial results for the year ending March 2009,   
      on the transfer of share and effects of the business
      alliance.  

                      About Japan Airlines

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

                         *     *     *

As reported in the Troubled Company Reporter  on April 17, 2008,
Fitch Ratings revised the Outlook on Japan Airlines Corporation
and its whollyowned operating subsidiary, JAL International
Co., Ltd.'s Long-term Issuer Default ratings to Stable from
Negative.  At the same time, Fitch affirmed both companies'
Long-term IDRs and ratings of outstanding bonds at 'BB-'.  The
Outlook revision follows JAL's operational turnaround and better
liquidity.

As reported on Feb. 9, 2007, Standard & Poor's Ratings Services
affirmed its 'B+' long-term corporate credit and issue ratings
on Japan Airlines Corp. (B+/Negative/--) following the company's
announcement of its new medium-term management plan.  S&P said
the outlook on the long-term corporate credit rating is
negative.


PARANA BANCO: Will Issue American Depository Receipts in NYSE
-------------------------------------------------------------
Parana Banco SA's board of directors has authorized a plan to
issue American Depository Receipts on the New York Stock
Exchange.

Business News Americas relates that Parana Banco will first
issue level 1 American Depository Receipts in accordance with
the U.S. Securities and Exchange Commission regulations.  One
American Depository Receipt will be equivalent to one preferred
shares in Parana Banco.

The Bank of New York will be the transfer agent for the issue.  
Banco Itau will be the custodian bank, BNamericas states.

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.


POLYPORE INT'L: Better Performance Cues Moody's to Lift Ratings
---------------------------------------------------------------
Moody's Investors Service raised the ratings of Polypore
International, Inc., Corporate of Family to B2 from B3 and
Probability of Default to B2 from B3.  

Moody's also raised the ratings of Polypore's bank credit
facility to Ba2 from Ba3, and senior subordinated notes to B3
from Caa1.  The outlook is changed to stable.

The upgrade reflects Polypore's overall improvement in credit
metrics stemming from a reduction in leverage, steady free cash
flow generation, improved interest coverage, and strong
operating margins.  Polypore's de-leveraging activities and
actions to shift production to low cost countries, close plants,
and restructure away from its cellulosic membrane business have
all contributed to the improvement of credit metrics.  The
ratings also reflect the expectation that the hemodialysis and
lead-acid battery after-markets will continue to support the
company's track record of generating positive free cash, and its
recent turnaround.  The company's recent acquisition of
Microporous Holding Corporation for approximately US$76 million
adds rubber-based battery separator technology to Polypore's
energy storage segment.  The acquisition was funded with a
combination of US$45 million of cash, US$17 million of revolver
borrowings, and US$14 million of assumed debt.  Moody's sees
that additional debt from this transaction as nominal and
expects these amounts to paid down over the near term.  The
acquisition is expected to be accretive to Polypore's earnings
prior to any synergies.

The stable rating outlook reflects the expectation that the
company's solid growth trends and operating performance will
continue, bolstered by solid end-market growth prospects, its
recurring revenue base and strong geographical diversification,
tempered to some extent by a sluggish North American economy. In
addition, the outlook reflects the company's adequate liquidity
profile, including nominal debt maturities over the near term.

These ratings are raised:

    * Polypore International, Inc.

    -- Corporate Family Rating, to B2 from B3;

    -- Probability of Default, to B2 from B3;

    -- US$90 million guaranteed senior secured revolving credit
       facility due 2013; to Ba2 (LGD2, 19%) from Ba3 (LGD2,
       19%);

    -- US$370 million guaranteed senior secured term loan due
       November 2014; to Ba2 (LGD2, 19%) from Ba3 (LGD2, 19%);

    -- US$ guaranteed senior subordinated notes due May 2012, to
       B3 (LGD5, 76%) from Caa1 (LGD5, 78%);

    -- Euro guaranteed senior subordinated notes due May 2012,
       to B3 (LGD5, 76%) from Caa1 (LGD5, 78%);

The last rating action was on May 9, 2007 when the bank credit
facility ratings were assigned and the outlook changed to
Positive.

Using Moody's standard adjustments for the last twelve months
ended March 29, 2008, Polypore's consolidated total debt/EBITDA
leverage approximated 5.5x, EBIT/interest was approximately
1.4x. Pro forma for the exclusion of interest accreted on the
discount notes, EBIT/ interest coverage was approximately 1.5x.
Polypore maintained a US$90 million revolving credit facility
under which there were approximately US$17 million of borrowings
at March 29, 2008.  The company also maintained $23 million of
cash on hand.

Polypore International Inc., headquartered in Charlotte, North
Carolina, is a leading worldwide developer, manufacturer and
marketer of specialized polymer-based membranes used in
separation and filtration processes.  The company is managed
under two business segments.  The energy storage segment, which
currently represents approximately two-thirds of total revenues,
produces separators for lead-acid and lithium batteries.  These
products have applications in transportation, electronics, and
general industrial applications.  The separations media segment,
which currently represents approximately one-third of total
revenues, produces membranes used in various healthcare and
industrial applications.  The company has operations in
Australia, Germany and Brazil.  For the twelve months ending
March 31, 2008, Polypore's net sales approximated
US$553 million.


TELE NORTE: Net Profit Increases to BRL486MM in 1st Quarter 2008
----------------------------------------------------------------
Tele Norte Leste Participacoes SA's net profit increased 41.7%
to BRL486 million in the first quarter of 2008, compared to the
same quarter in 2007.

Business News Americas relates that Tele Norte's net revenue
rose 4.27% to BRL4.49 billion in the first quarter 2008, from
the same period last year.  Tele Norte increased EBITDA by 13.7%
to BRL1.65 billion.  Its EBITDA margin rose three percentage
points to 36.7%.

According to BNamericas, Tele Norte's investments increased
14.4% to BRL645 million in this year's first quarter, compared
to last year's first quarter.  About 78% of the BRL645 million
was alloted to fixed telephony and 22% to mobile telephony.  
Tele Norte will invest BRL4 billion in 2008, compared to
BRL2.3 billion last year.

BNamericas notes that Tele Norte's active fixed lines dropped
2.1% to BRL14 million in the first quarter of 2008, from the
same period in 2007.  Its broadband subscribers increased 38.6%
to 1.6 million.  Tele Norte's active lines in mobile telephony
rose 29.7% to 17.3 million, with 84% coming from prepaid.

Figures of Amazonia Celular weren't included.  Tele Norte
acquired the company in December 2007 for BRL120 million,
BNamericas states.

Headquartered in Rio de Janeiro, Brazil, Tele Norte Leste
Participacoes SA -- http://www.telemar.com.br-- is a provider
of fixed-line telecommunications services in South America.  The
company markets its services under its Telemar brand name.  Tele
Norte's subsidiaries include Telemar Norte Leste SA; TNL PCS SA;
Telemar Internet Ltda.; and Companhia AIX Participacoes SA.

                        *     *     *

As reported on April 27, 2007, Standard & Poor's Ratings
Services placed on CreditWatch with negative implications the
'BB+' corporate credit rating on Tele Norte Leste Participacoes
S.A.  The creditwatch resulted from TmarPart's decision to buy
out its holding company's preferred shares.


TELE NORTE: To Hold Extraordinary Shareholders Meeting on May 20
----------------------------------------------------------------
Tele Norte Leste Participacoes SA will hold an Extraordinary
Shareholders’ Meeting on May 20, 2008, at 12:30 p.m. at the
company’s headquarters at Rua Humberto de Campos, in the City of
Rio de Janeiro, in Brazil.  The shareholders will consider these
matters:

          -- election of members of the Board of Directors, and
             respective alternates, to fill current vacancies
             for the term of office of the current vacancies;
              
          -- the controlling shareholder's election of one
             member of the Fiscal Council, and respective
             alternate, to complete the term of office of the
             current vacancy;

          -- to increase the number of members of the Board of  
             Directors to up to 13, amend Article 20 of the
             company’s Bylaws by replacing "The Board of
             Directors will comprise up to 11 members, and equal
             number of alternates" with "The Board of Directors
             will comprise up to 13 members, and equal number of
             alternates"; and

          -- to correct the cross reference in Item IV of   
             Article 19, amend Item IV of Article 19 of the  
             company’s Bylaws by replacing "Paragraph 2 of
             article 40" with "Paragraph 2 of article 37."

Shareholders to be represented by proxies must inform the
company by sending a note to Tele Norte’s Legal Department at
Rua Humberto de Campos, 425, 5o andar, Leblon, Rio de Janeiro—
RJ, from 9:00 a.m. to 12:00 p.m. and from 2:00 p.m. to 06:00
p.m. by no later than May 16, 2008.  Shareholders who are
corporations must send a copy of all corporate acts or similar
documents required to authorize the granting of the proxy.

Participating shareholders of the Fungible Custody of Registered
Shares of the Sao Paulo Stock Exchange will deliver a statement
issued by the competent depositary institution listing the
number of shares of stock beneficially owned by the shareholder
as of May 15, 2008.


Headquartered in Rio de Janeiro, Brazil, Tele Norte Leste
Participacoes SA -- http://www.telemar.com.br-- is a provider
of fixed-line telecommunications services in South America.  The
company markets its services under its Telemar brand name.  Tele
Norte's subsidiaries include Telemar Norte Leste SA; TNL PCS SA;
Telemar Internet Ltda.; and Companhia AIX Participacoes SA.

                        *     *     *

As reported on April 27, 2007, Standard & Poor's Ratings
Services placed on CreditWatch with negative implications the
'BB+' corporate credit rating on Tele Norte Leste Participacoes
S.A.  The creditwatch resulted from TmarPart's decision to buy
out its holding company's preferred shares.


UAL CORPORATION: ReGen Insists Cure Amount Worth US$4,272,555
-------------------------------------------------------------
ReGen Capital I, Inc., holds a cure claim against UAL
Corporation and its debtor-affiliates -- Claim No. 45042 -- as
assignee of AT&T Corp., which was party to 10 executory
contracts that the Debtors assumed under their confirmed Plan of
Reorganization.

The Debtors have already stipulated to the allowed amount of the
Claim before they sought to assume the 10 contracts with AT&T,
but they never stated what amount they would have to pay in
connection with their assumption of the 10 executory contracts,
ReGen's attorney, Peter J. Roberts, Esq., at Shaw Gussis Fishman
Glantz Wolfson & Towbin LLC, in Chicago, Illinois, relates.

The Debtors seem to have tried to avoid specifying that amount
or paying the claim as a Cure Claim, Mr. Roberts says.  Notably,
there is no indication that the Debtors obtained services from
AT&T except by and through the contracts that they had entered
into with AT&T, Mr. Roberts tells the U.S. Bankruptcy Court for
the Northern District of Illinois.

ReGen determined the Claim's cure amount to be US$4,272,555, by
subtracting the value -- as of the distribution date -- of new
common stock of UAL Corporation which ReGen had received --
US$626,172 -- from the total amount owed by the Debtors under
Claim No. 43490, as reduced and fixed by a Court-order dated
July 20, 2005.

For nearly two years after its submission, the Debtors neither
responded nor objected to the Cure Claim, nor did they purport
to pay any cure for the assumed contracts, while they presumably
have enjoyed its benefits, Mr. Roberts relates.

Subsequently, the Debtors asked the Court to expunge ReGen's
Cure Claim on October 15, 2007, asserting that based on a review
of their books and records, they have no liability on the Cure
Claim, Mr. Roberts notes.

Mr. Roberts states that the Debtors have failed to rebut the
prima facie validity of the Cure Claim with any evidence
whatsoever.  Rather, they simply stated that the Cure Claim
should be expunged, Mr. Roberts points out.  

Accordingly, the Claim held by AT&T and assigned to ReGen must
be paid, Mr. Roberts asserts.  Alternatively, ReGen asks that a
hearing on the Debtors' Objection to its Cure Claim be adjourned
pending ReGen's taking discovery from the Debtors as to what
amounts they owed AT&T under the Assumed Contracts.

                       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, Issue No.
156, 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.


UAL CORPORATION: Union Workers Denounce New Incentive Plan
----------------------------------------------------------
United Airlines, Inc.'s union workers are unhappy with
management's plan to set aside 8,000,000 shares of United stock
worth US$130,000,000 to fund the new incentive program for
company executives, Julie Johnsson of the Chicago Tribune
reports.

"It's just another money grab," said Greg Davidowitch, leader of
United's flight attendants union, reports Ms. Johnsson.  "To
propose something like this is completely outrageous and can
only serve to further erode the already tenuous relationship
between flight attendants and management."

The report says United wants to replace the original plan, which
expires next year, and needs more shares to do so since that
plan is tapped out.

"The new incentive plan's 8 million shares will provide the
company the opportunity to make awards over the next three to
five years, enabling us to attract, retain and reward
exceptional senior leaders," United spokeswoman Jean Medina
said, according to the report.

Experts are baffled over United's timing of its announcement of
the incentive plan since it is still in merger talks with US
Airways Group Inc., Ms. Johnsson relates.  Experts note that a
controversy over the new incentives would probably alienate
workers, whose cooperation is highly critical in achieving a
smooth consolidation.

"You've seen what employees who are at war with their employers
can do," Robert Mann, president of R.W. Mann & Co. said.  "It
usually means that customers end up as collateral damage."

                       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, Issue No.
156, 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.


USINAS SIDERURGICAS: J Mendes To Produce 5 Million Tons in 2008
---------------------------------------------------------------
Usinas Siderurgicas de Minas Gerais SA is expecting from
previously acquired iron ore producer J Mendes to produce
5 million tons in 2008, Business News Americas reports, citing
Spokesperson Paulo Penido in a conference call.

Usiminaas acquired J Mendes hoping to lessen its dependence on
third party iron ore producers. J Mendes' first quarter results,
however, was weak, according to Mr. Penido.  J Mendes recorded
BRL10 million (US$6.02 million) of net sales in the first
quarter.

Usiminas Siderurgicas, in March, estimated that J Mendes will
reach an annual  production level of 11M-13Mt within three
years.

The company is also considering a pelletizing facility for J
Mendes in 2014-2015 requiring a US$1 billion investment, the
report adds.

                         Port Facilities

Usiminas' Cosipa in Sao Paulo state's Cubatao, and Sepetiba in
Rio de Janeiro, two ports in southeast Brazil, will received J
Mendes' output.

The company is also planning to deepen the waters at the port to
15m from the current 12m in order to expand exports and improve
logistics at Cosipa.

Headquartered in Minas Gerais, Brazil, Usinas Siderurgicas de
Minas Gerais SA -- http://www.usiminas.com.br-- is among the    
world's 20 largest steel manufacturing complexes, with a
production capacity of approximately 10 million tons of steel.  
Usiminas System companies produces galvanized and non-coated
flat steel products for the automotive, small and large diameter
pipe, civil construction, hydro-electronic, rerolling,
agriculture, and road machinery industries.  Brazil consumes 80%
of its products and the company's largest export markets are the
US and Latin America.  The company also sells in China and
Japan.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 5, 2008, Moody's Investors Service assigned a Ba1 local
currency rating and an Aa1.br rating on its Brazilian national
scale to the BRL500 million non-guaranteed subordinated
debentures due 2013 to be issued by Usinas Siderurgicas de Minas
Gerais S.A. (aka Usiminas).  Net proceeds from the debentures
issuance will be used to partially fund the company's capex
program.  Moody's said the rating outlook is stable.


USINAS SIDERURGICAS: Positive About Local Economy & Steel Demand
----------------------------------------------------------------
Business News Americas reports that Usinas Siderurgicas de Minas
Gerais S.A. remains positive about the economy and steel demand
in Brazil despite a 3% drop in its sales volume in the first
quarter 2008, compared to the first quarter 2007.

According to BNamericas, Usinas Siderurgicas reported sales
volume of 1.9 million tons in this year's first quarter.  Usinas
Siderurgicas spokesperson Paulo Penido said in a conference call
that the company's output was affected by 100,000 tons as
production was temporarily stopped due to upgrades at its plant
in Cubatao, Sao Paulo.  The upgrades should be completed by June
at the latest, Mr. Penido added.

BNamericas relates that Mr. Penido expects Usinas Siderurgicas
to produce 1.8 million tons in the second quarter 2008 and
eight million tons in the full year 2008.

Mr. Penido told BNamericas that Usinas Siderurgicas' net
revenues increased 7% in the first quarter 2008, from the same
period last year.  The firm's EBITDA was 6% higher despite
rising production costs whle net profit rose 1% to
BRL646 million.

Mr. Penido commented to BNamericas, "The Brazilian economy is
presenting a strong expansion rhythm."  Steel consumption rose
19% in the first quarter 2008, compared to the first quarter
2007, and automobile sales grew 23%, Mr. Penido added.
BNamericas notes that construction in Brazil increased 24%.

BNamericas notes that Mr. Penido expects continued strong demand
with a slight risk of inflation and an increase in interest
rates.  European and Asian markets seem favorable but are
affected by raw material prices, and the U.S. market is still
being affected by an economic slowdown.  Steel prices there,
however, remain strong at US$1,230 per ton, Mr. Penido added.

Headquartered in Minas Gerais, Brazil, Usinas Siderurgicas de
Minas Gerais SA -- http://www.usiminas.com.br-- is among the    
world's 20 largest steel manufacturing complexes, with a
production capacity of approximately 10 million tons of steel.  
Usiminas System companies produces galvanized and non-coated
flat steel products for the automotive, small and large diameter
pipe, civil construction, hydro-electronic, rerolling,
agriculture, and road machinery industries.  Brazil consumes 80%
of its products and the company's largest export markets are the
US and Latin America.  The company also sells in China and
Japan.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 5, 2008, Moody's Investors Service assigned a Ba1 local
currency rating and an Aa1.br rating on its Brazilian national
scale to the BRL500 million non-guaranteed subordinated
debentures due 2013 to be issued by Usinas Siderurgicas de Minas
Gerais S.A. (aka Usiminas).  Net proceeds from the debentures
issuance will be used to partially fund the company's capex
program.  Moody's said the rating outlook is stable.


* BRAZIL: S&P Lifts L-T Sovereign Credit Rating to BBB- From BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services has raised its long-term
foreign currency sovereign credit rating on the Federative
Republic of Brazil to 'BBB-' from 'BB+', and its long-term local
currency sovereign credit to 'BBB+' from 'BBB'.  S&P also raised
its short-term foreign currency sovereign credit rating on
Brazil to 'A-3' from 'B' and its short-term local currency
rating to 'A-2' from 'A-3'.  The outlook on the long-term
ratings is stable

The rating agency raised its transfer and convertibility
assessment for Brazil to 'BBB+' from 'BBB'.  The national scale
credit rating on the republic was affirmed at 'brAAA'.  S&P
withdrew its recovery rating of '3' on the republic, as such
ratings are only assigned to speculative-grade foreign currency
ratings.
   
According to S&P's credit analyst Lisa Schineller, Brazil is the
14th sovereign whose foreign currency debt has been raised to
investment grade.  "The upgrades reflect the maturation of
Brazil's institutions and policy framework, as evidenced by the
easing of fiscal and external debt burdens and improved trend
growth prospects.  Net general government debt remains higher
than that in many 'BBB' peers, but a fairly predictable track
record of pragmatic fiscal and debt management policies
mitigates this risk," Ms. Schineller added.
   
S&P said that the country's external debt net of liquid external
assets has declined dramatically, with net debt amounting to a
projected 3% of current account receipts in 2008 from in excess
of 100% of current account receipts as recently as 2004.  While
some deterioration is likely as the current account slips back
into deficit, S&P expects the rise in the external debt burden
to be modest.
   
Ms. Schineller explained that pragmatic macroeconomic policy
strengthened the foundation for sustained real GDP growth of 4%-
4.5%. A broader consumer market, capital market deepening, and
increasing levels of formalization support improved investment
prospects.  Despite tighter global credit conditions, Brazil's
maturing growth outlook continues to attract foreign direct
investment, diverse in terms of size and destination.  foreign
direct investment inflows accumulated through April 2008 are
estimated at US$12.4 billion, on track to match last year's
record US$34.6 billion.  foreign direct investment is expected
to cover the current account deficit, estimated at US$20
billion for 2008.
   
"Inflation has trended higher in Brazil, to 4.7% in March 2008,
owing not only to global food and energy price pressures but
also to robust domestic demand," noted Ms. Schineller.  "In
contrast with unchecked inflationary pressures in other lower-
rated sovereigns, Brazil's central bank initiated a forward-
looking tightening cycle on April 16, 2008, to ensure that the
hard-won benefits associated with low inflation will be
maintained."
   
Fiscal policy and indicators are Brazil's foremost credit
weaknesses.  Net general government debt stood at 47% of GDP
(including 7% of GDP in central bank repurchase operations) at
year-end 2007, higher than in similarly rated credits and above
20% of GDP for the 'BBB' median.  Fiscal results through March
2008 suggest the government is positioned to accommodate the
absence of Contribuição Provisoria sobre Movimentacao Financeira
(CPMF) revenue and generate a 3.8% of GDP nonfinancial public
sector primary (noninterest) surplus -- consistent with a 10-
year track record of delivering on its primary targets.
   
Ms. Schineller said that the stable outlook balances Brazil's
high level of government debt against maturing economic
prospects and low net external indebtedness, and that improved
creditworthiness should follow from a more pronounced decline in
government debt and fiscal imbalances.
   
"Policy steps to reduce the level of, and rigidity in, current
government spending, or both, would strengthen Brazil's fiscal
stance and facilitate a further decline in real interest rates,
with positive implications for investment and growth and a
faster decline in the country's debt burden.  Passage of tax or
social security reform, which S&P does not expect within the
rating horizon, would be a positive shock to confidence and
contribute to stronger creditworthiness.  Conversely, if this or
a future government's commitment to pragmatic fiscal and
monetary policy weakens, if policy setbacks to the investment
climate occur, or if the government fails to adequately respond
to unforeseen shocks, the ratings could come under downward
pressure," Ms. Schineller concluded.



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

FORGINGS INTERNATIONAL: Claims Filing Deadline Is Until May 11
--------------------------------------------------------------
Forgings International Holdings (Cayman) Limited's creditors
have until May 11, 2008, to prove their claims to Walkers SPV
Limited, 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.

Forgings International's shareholder decided on April 11, 2008,
to place the company into voluntary liquidation under The
Companies Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

              Walkers SPV Limited
              Attn: Anthony Johnson
              Walker House, 87 Mary Street,
              George Town, Grand Cayman,
              Cayman Islands
              Telephone: (345) 914-6314


NETWORKASIA: Deadline for Proofs of Claim Filing Is Until May 9
---------------------------------------------------------------
NetworkAsia's creditors have until May 9, 2008, to prove their
claims to Alfredo Paulo Lobo, 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.

NetworkAsia's shareholders decided on Feb. 14, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

              Alfredo Paulo Lobo
              Suite 3510 Jardine House
              One Connaught Place
              Central, Hong Kong

QI CAPITAL: Proofs of Claim Filing Deadline Is Until May 12
-----------------------------------------------------------
QI Capital, Inc.'s creditors have until May 12, 2008, to prove
their claims to Terence Khoo, 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.

QI Capital's shareholders decided on April 1, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

              Terence Khoo
              Attn: Rhonda Laws  
              P.O. Box 268GT,
              Grand Cayman, Cayman Islands
              Tel: (345) 949 2648
              Fax: (345) 949 8613


PARMALAT SPA: Seeking US$2.2BB Damages vs Citigroup at NJ Case
--------------------------------------------------------------
Parmalat S.p.A. is seeking US$2.2 billion in damages from
Citigroup Inc. over the bank's alleged role in the food group's
financial collapse in December 2003, Chad Bray writes for
MarketWatch.

As reported in the TCR-Europe on April 17, 2008, the Hon.
Jonathan N. Harris of the New Jersey Superior Court dismissed
fraud, conspiracy, racketeering and unjust enrichment claims
filed by Parmalat against Citigroup, but allowed charges of
aiding and abetting breach of fiduciary duty relating to the
corrupt insiders' larceny from the company.

Parmalat had been seeking around US$10 billion from Citigroup,
but reduced the amount to US$2.2 billion after Judge Harris
threw out its claims.

At Monday's hearing, Citigroup lawyer John F. Baughman said the
bank is seeking US$699 million in counterclaims from Parmalat in
the case, MarketWatch says.

                        Italian Documents

Judge Harris denied Citigroup's motion to bar Parmalat from
presenting more than 500 documents, which include Italian police
reports and statements by Parmalat insiders, MarketWatch
reports.

Judge Harris said he plans to preclude two of Parmalat's expert
witnesses from testifying -- Stefania Chiaruttini, a technical
consultant for the Milan court, and Franco Lagro, a
PriceWaterhouseCoopers auditor tapped to review the company's
accounts after its collapse, MarketWatch adds.

                       About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/ -- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  On June 21, 2007, the U.S. Court granted
Parmalat permanent injunction.


USFR LIMITED: Proofs of Claim Filing Deadline Is Until May 12
-------------------------------------------------------------
USFR Limited Duration Company's creditors have until May 12,
2008, to prove their claims to Stuart Brankin and Desmond
Campbell, 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.

USFR Limited's shareholder decided on March 27, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

              Stuart Brankin and Desmond Campbell
              c/o Aston Corporate Managers, Ltd.
              P.O. Box 1981, Grand Cayman
              Cayman Islands
   

USFR LIMITED: Will Hold Final Shareholders Meeting on May 12
------------------------------------------------------------
USFR Limited Duration Co. will hold its final general meeting on
May 12, 2008, 19:00am at USFR Limited's registered office.
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 six years from the dissolution
           of the company, after which they may be
           destroyed.

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

The liquidators can be reached at:

              Stuart Brankin and Desmond Campbell
              c/o Aston Corporate Managers, Ltd.
              P.O. Box 1981, Grand Cayman
              Cayman Islands


XINEX CO: Will Hold Final Shareholders Meeting on May 13
--------------------------------------------------------
Xinex Co., Ltd. will hold its final general meeting on
May 13, 2008, 19:00am at Dongwha Building, 5th Floor, 25-3
Youido-dong, Youngdeungpo-gu, Seoul, Korea.

These matters will be taken up during the meeting:

      1) accounting of the wind-up process,

      2) hearing any explanation from the
         liquidator, and
                   
      3) determining the manner in which the books,
         accounts and documents of the company and
         the liquidator should be disposed
                      
Xinex Co.'s shareholder agreed on March 31, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

              Dong Jun Chung
              Attn: Alan G. de Saram
              Charles Adams, Ritchie & Duckworth
              P.O. Box 709, Zephyr House
              Mary Street, George Town
              Grand Cayman KY1-1107, Cayman Islands
              Telephone: 949-4544
              Fax: 949-8460




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


COEUR D'ALENE: Cerro Bayo Mine Resumes Operations
-------------------------------------------------
Coeur d'Alene Mines Corporation's Cerro Bayo Mine in southern
Chile has resumed operations after a temporary suspension to
upgrade the mine’s electrical infrastructure.  The company had
announced on April 8 that the mine would cease operations for
six weeks.  The mine was able to re-commence operations sooner
than planned due to rapid mobilization of contractors, expedited
procurement of materials, and participation of the mine's own
workforce to assist with the work, the company explains.

These electrical upgrades were part of Cerro Bayo’s ongoing
recovery plan which has improved operations and lowered costs.  
Key components of this plan include increased underground mine
development for improved operational flexibility, reduced
manpower, improved workforce training and supervision, and more
efficient mining.

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

                         *     *     *

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



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

BANCOLOMBIA SA: Will Host Luncheon at NYSE Euronext on May 12
-------------------------------------------------------------
On May 12, 2008, Bancolombia S.A. will host a luncheon at the
New York Stock Exchange Euronext.  The theme is "2008 Strategic
Outlook and Financial Performance".  The event will feature
presentations from Bancolombia President and Chief Executive
Officer, Jorge Londono Saldarriaga and Executive Vice-president
of Corporate Development, Sergio Restrepo.

Bancolombia Day will take place from 12:00 p.m. to 2:00 p.m.  
This event is by invitation only and space is limited.  

Those interested in attending the event, please contact:

          Maria Barona
          i-advize Corporate Communications
          Tel. Number: (212) 406-3691 or
          Email add: bancolombia@i-advize.com.

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

                         *     *     *

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



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

ALCATEL-LUCENT: Costa Rica Invites Firm to Bid for 3G Contract
--------------------------------------------------------------
The Costa Rican government has invited Alcatel-Lucent S.A. to
bid for a contract to supply 3G equipment for state telecoms
monopoly Instituto Costarricense de Electricidad, news daily Al
Dia reports.

ICE authorities told Al Dia that the government invited eight
firms to compete for the contract.  Other possible bidders
include:

          -- Samsung,
          -- Ericsson,
          -- Huawei,
          -- ZTE,
          -- Nokia-Siemens,
          -- Motorola, and
          -- NEC.

Business News Americas relates that ICE decided not to accept a
financing contract from the Central American Bank for Economic
Integration aka Cabei for its 3G network.  Cabei was scheduled
to purchase the 3G equipment from a private firm and then rent
it to ICE, which would have the option to buy it at a later
stage.

ICE told BNamericas that "going on observations made by the
comptroller general," it decided choose "a different purchasing
mechanism" for its 1.5 million HSDPA 3G lines, which are
estimated to cost US$225 million.

Headquartered in Paris, France, Alcatel-Lucent S.A. --
http://www.alcatel-lucent.com/-- provides solutions that enable
service providers, enterprises and governments worldwide to
deliver voice, data and video communication services to end
users.

Alcatel-Lucent maintains operations in 130 countries, including,
Austria, Germany, Hungary, Italy, Netherlands, Ireland, Canada,
United States, Costa Rica, Dominican Republic, El Salvador,
Guatemala, Peru, Venezuela, Indonesia, Australia, Brunei and
Cambodia.

                          *     *     *

As reported in the TCR-Europe on April 4, 2008, Moody's
Investors Service affirmed the ratings for Alcatel-Lucent, which
include a Ba3 corporate family rating for Alcatel-Lucent and a
Not-Prime for its short term debt, as well as Ba3 ratings for
senior and B2 ratings for subordinated debt that was issued
originally by the predecessor companies Alcatel S.A. and Lucent
Technologies, Inc.  Moody's said the outlook for the ratings is
Negative.

Alcatel-Lucent's Long-Term Corporate Credit rating and Senior
Unsecured Debt carry Standard & Poor's Ratings Services' BB
rating.  Its Short-Term Corporate Credit rating stands at B.


US AIRWAYS: Incurs US$236 Million Net Loss in First Quarter 2008
----------------------------------------------------------------
US Airways Group, Inc. reported a net loss for its first quarter
2008 of US$236 million, or (US$2.56) per share, compared to a
net profit of US$66 million, or US$0.70 per diluted share for
the same period last year.  Excluding net special items of US$3
million, the company reported a net loss of US$239 million, or
(US$2.60) per share for its first quarter 2008.  This compares
to a net profit excluding special items of US$34 million, or
US$0.37 per diluted share for the first quarter of 2007, which
included US$32 million of net special credits.

US Airways Group Chairman and CEO Doug Parker stated, "Our first
quarter results reflect the extremely high fuel prices that are
affecting our entire industry.  The large losses posted by U.S.
airlines this quarter, the forecast for further losses and the
recent liquidations and bankruptcies of a number of carriers,
indicate quite clearly that the U.S. airline industry is in
financial turmoil.

"Fortunately, US Airways has taken steps to prepare for this
environment.  We have a solid balance sheet with significant
cash on hand, minimal debt payments through 2013, and our
employees have made extraordinary progress in our operational
improvement plan.  As we move forward, we are continuing to keep
capacity in check, exploring opportunities to generate
additional sources of revenue, modifying our pricing structure,
and reducing our capital expenditures," continued Mr. Parker.

                             Liquidity

As of March 31, 2008, the company had US$2.8 billion in total
cash and investments, of which US$2.4 billion was unrestricted.  
In April, the company entered into an amended agreement with
Chase Bank for processing certain credit card transactions.  The
amendment extends the term of the agreement, reduces pricing,
and adjusts the payment terms related to processing fees.  The
amendment also includes a decrease in the level of collateral
required to be maintained by the company, measured as a
percentage of outstanding air traffic liability, to the
company's level of reserve at March 31, 2008 and in certain
circumstances further reductions in that level of collateral
requirements.  The Company expects US$67 million to be released
from the reserve account by April 30, 2008 due to the reduced
reserve requirements.

"We spent the last few years improving our liquidity position to
decrease our vulnerability to adverse economic and industry
conditions.  We have a strong relative liquidity position versus
our peers and as a result of financing transactions completed
since the merger, we do not have any material debt payments
through 2013," continued Chief Financial Officer Derek Kerr.

To preserve liquidity US Airways has also reduced its forecasted
capital expenditure plan for 2008 by approximately US$75 million
since the beginning of the year.  This brings the total 2008
estimated non-aircraft capital expenditures to US$240 million.
The company will continue to invest in its previously announced
operational improvement plan.

As of March 31, 2008, the company had total assets of
US$US$8.2 billion, total liabilities of US$7.1 billion, and
total stockholders' equity of US$1.1 billion.

                   First Quarter Special Items

During its first quarter, the company recognized US$3 million of
net special items.  These special items included expenses of
US$26 million in merger related transition costs, a
US$13 million impairment loss considered to be other than
temporary on certain available for sale auction rate securities,
and US$2 million in write-off of debt discount and debt issuance
costs in connection with the refinancing of certain aircraft
equipment notes.  These expenses were offset by a US$36 million
non-cash unrealized net gain associated with the change in fair
value of the company's outstanding fuel hedge contracts and an
US$8 million gain on the forgiveness of debt.

A full-text copy of the company's first quarter 2008 results on
Form 10-Q is available for free at:

               http://ResearchArchives.com/t/s?2b7b

                         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 $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.



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

AIR JAMAICA: Gov't Inks Pact With U.S. for J$59MM Grant Funding
---------------------------------------------------------------
Radio Jamaica reports that Finance Minister Audley Shaw has
signed an accord for J$59 million in grant funding with the U.S.
Trade and Development Agency.

Minister with Direct Responsibility for Air Jamaica Don Wheby
told Radio Jamaica that the funds received will be used to help
the government hire competent consultants.  "The funds that we
will receive will be used for the technical services . . . to
try and identify and pay the best legal, financial and  
specialist consultants in the airline business," Minister Wheby
added.

As reported in the Troubled Company Reporter-Latin America on
April 8, 2008, the Jamaican government appointed the
International Finance Corp. as lead adviser in the privatization
of Air Jamaica.  The IFC will assume the role of financial
adviser and act as coordinator of all specialist consultants to
guarantee that "stipulated objectives" are met and that the
divestment process is carried out as efficiently as possible.

Minister Wheby told Radio Jamaica that a specialist consultant
on aeronautical business was hired to complete a diagnostic
report on Air Jamaica.  The expert will submit a report to the
Finance Ministry on May 15, according to the report.                   

Minister Shaw commented to Radio Jamaica, "The intention of this
privatization process is to make Air Jamaica ultimately a
stronger and much more vibrant institution for all of us."  
The divestment of Air Jamaica was the only logical step to take
due to its continued multi-million dollar annual losses and the
government just could not afford to continue to pay the annual
losses with the current state of Jamaica's economy, Minister
Shaw added.  

A bidding system will be used to identify qualified investors
for Air Jamaica, Radio Jamaica states, citing Prime Minister
Bruce Golding.

Headquartered in Kingston, Jamaica, Air Jamaica --
http://www.airjamaica.com/-- was founded in 1969.  It flies
passengers and cargo to almost 30 destinations in the Caribbean,
Europe, and North America.  Air Jamaica offers vacation packages
through Air Jamaica Vacations.  The company closed its intra-
island services unit, Air Jamaica Express, in October 2005.  The
Jamaican government assumed full ownership of the airline after
an investor group turned over its 75% stake in late 2004.  The
government had owned 25% of the company after it went private in
1994.  The Jamaican government does not plan to own Air Jamaica
permanently.

                          *    *     *

As reported in the Troubled Company Reporter-Latin America on
June 12, 2007, Moody's Investors Service assigned a rating of B1
to Air Jamaica Limited's guaranteed senior unsecured notes.

On July 21, 2006, Standard & Poor's Rating Services assigned a
"B" long-term foreign issuer credit rating on Air Jamaica Ltd.,
which is equal to the long-term foreign currency sovereign
credit rating on Jamaica, based on the government's
unconditional guarantee of both principal and interest payments.


CASH PLUS: Carlos Hill Gets Out of Jail on J$15 Million Bail
------------------------------------------------------------
Cash Plus Limited President Carlos Hill was released from jail
on Monday following his payment of a JS$15 million bail, various
reports say.  His brother, Bertram Hill, has been released from
custody since Friday.

As previously reported by the Troubled Company Reporter-Latin
America, the Hill brothers faced fraud charges after police
officers raided Carlos Hill's house in response to investors'
complaints relating to Cash Plus' collapse.  Among others,
investors alleged that cheques received from the company
bounced.  Cash Plus Chief Financial Officer Peter Wilson, also
charged with fraud, was also held in custody but got released
since April on a J$5 million bond.

Defense lawyers argued before the Supreme Court that there is no
solid reason for the authorities to hold the Hill brothers in
custody and denied claims that both are flight risks, TCR-LA
says citing a Radio Jamaica report.  The bail was granted to the
Hills after being in custody for about four weeks.

According to Carib World News, the Hill brothers and Mr. Wilson
will be back in court on May 14.

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

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



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

CHALLENGER POWERBOATS: Auditor Raises Going Concern Doubt
---------------------------------------------------------
Jaspers + Hall PC raised substantial doubt on the ability of
Challenger Powerboats Inc. to continue as a going concern after
auditing the company's annual report for 2007.  The auditor
pointed to the company's current liabilities that exceed current
assets by US$1,722,562 as of Dec. 31, 2007.  The auditor said
that the company had operating losses of US$7,046,691 and
US$5,211,514 in 2007 and 2006, respectively and has ceased
operations.

The auditor continued that the company's recurring losses from
operations and its difficulties in generating sufficient cash
flow to meet its obligation and sustain its operations.

For the year ended Dec. 31, 2007, the company generated net
revenues of US$7,399,703, as compared to net revenues of
US$238,171 for the year ended Dec. 31, 2006.  During 2007, the
major change in its business which impacted revenues was
primarily due to the addition of IMAR, which we acquired in
January 2007.

The company had a net loss of US$4,656,940 for the 12 months
ended Dec. 31, 2007, as compared to US$9,133,144 for the 12
months ended Dec. 31, 2006.  The year-over-year net loss
decreased primarily due to the sale of the Sugar Sand product
line to Execute Sports, Inc for US$5,000,000 in August 2007.

                  Liquidity and Capital Resources

As of Dec. 31, 2007, the company had total current assets of
US$2,769,550, compared to US$1,991,808 as of Dec. 31, 2006.  
This was due primarily to an increase in accounts receivable and
inventory as a result of the acquisition of IMAR Group, LLC.  As
of Dec. 31, 2007, the company had total current liabilities of
US$4,492,112, compared to US$5,983,083, as of Dec. 31, 2006.  
This was due primarily to a US$1,872,216 increase in accounts
payable and accrued payables, a  US$510,877 increase in warranty
reserve which were offset with a US$722,125 decrease in accrued
interest as a result of the Sept. 30, 2007 debt conversion, as
well as a US$2,976,054 reduction of related party debt to
Dutchess.

During 2007, the company did not issue any promissory notes to
related parties.  As of Dec. 31, 2007, a total of US$0 was owed
to related parties for promissory notes.  The outstanding
balances of US$3,083,454 on related party promissory notes were
included in the Sept. 30, 2007 Series A Convertible Preferred
Stock Purchase Agreement with Dutchess.

As of Dec. 31, 2007, the company had debt of US$11,301,142,
including convertible debentures which total US$3,725,041.  The
company accrue monthly interest expense on the debt under its
convertible debentures, which are due in 2009, 2010, 2011 and
2012.

As of Dec. 31, 2007, the company's balance sheet showed total
assets of US$6,408,050, total liabilities of US$11,301,142, and
total stockholders' deficit of US$4,893,092.

            Management's Analysis and Financial Warning

According to the company's management, Challenger Powerboats did
not generate positive cash flows and is required to make large
debt service payments.  Consequently, the company continues to
require additional funding at this time.  It may be able to
secure funding from current investors, but there is no assurance
it will be able to do so.  If the company is unable to generate
sufficient cash flow or obtain funds for required payments, or
if it fails to comply with the covenants in its debt, the
company will be in default.  Accordingly, it may not be able to
able to meet its debt service obligations and may be forced to
consider alternative strategies, including ceasing its
operations.  Further, on March 17, 2008, the company was
required to layoff 58 of its 84 employees due to a slowdown in
its operations.

A full-text copy of the company's annual 2007 report is
available for free at http://ResearchArchives.com/t/s?2b73

                    About Challenger Powerboats

Washington, Missouri-based Challenger Powerboats Inc. (OTC:
CPBI) -- http://www.challengerpowerboats.com/-- designs and  
manufactures boats, family sport cruisers, jet boats and water
ski tow boats under the brands Challenger Powerboats, Sugar Sand
and Gekko.  The company is a design-to-manufacturing
organization, creating or licensing designs, and creating
tooling, molds, and parts necessary to assemble its products in-
house.  The company markets its products through a dealer
network comprising more than 100 dealers throughout the United
States, Canada, Mexico, Europe, Australia, the Middle East and
Japan.  On Jan. 1, 2007, the company acquired International
Marine and Recreation, and Gekko Sports Corporation.


CHALLENGER POWERBOATS: Files Chapter 7 Petition in Missouri
-----------------------------------------------------------
On April 25, 2008, Challenger Powerboats, Inc., and its wholly
owned subsidiaries, IMAR Group, LLC and Marine Holdings, Inc.,
each filed voluntary petitions for relief under Chapter 7 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Eastern District of Missouri, case numbers 08-
42946-705, 08-42948-705 and 08-42950-705, respectively.  Judge
Albert L. Rendlen has been assigned to the cases.

E. Rebecca Case was appointed bankruptcy trustee for all three
entities on the Petition Date.

In connection with the filings, the company has ceased all
business activity and operations.  The company believes that its
assets will be insufficient to satisfy the claims of all
creditors and it is unlikely that the company's shareholders
will be eligible to participate in any distributions of the
company's assets as a result of the Bankruptcy.  Upon
liquidation, the company will cease operations and wind up its
business.

                     Resignation and Layoffs

On April 24, 2008, Mr. Michael Novielli resigned effective
immediately as a Director of Challenger Powerboats.  Mr.
Novielli's resignation letter did not reference a disagreement
with the company on any matter relating to the company's
operations, policies and practices.

On April 24, 2008, Mr. Douglas Leighton resigned effective
immediately as a Director of the company.  Mr. Leighton's
resignation letter did not reference a disagreement with the
company on any matter relating to the company's operations,
policies and practices.

On April 18, 2008, Challenger Powerboats laid off all but three
employees and one contract laborer at its manufacturing
facilities in Washington, Missouri, which manufactured the
company's decks and hulls for the Challenger and Gekko boats.  
In addition to the layoffs at its Missouri facility, the company
also laid off all but two employees at its manufacturing
facilities in Fargo, North Dakota, which manufactured the
company's decks and hulls for the Sugar Sand boats.  From March
17, 2008 through April 18, 2008, the company has laid off
approximately 79 of its 84 employees due to a slowdown in the
company's operations.

                   About Challenger Powerboats

Washington, Missouri-based Challenger Powerboats Inc. (OTC:
CPBI) -- http://www.challengerpowerboats.com/-- designs and  
manufactures boats, family sport cruisers, jet boats and water
ski tow boats under the brands Challenger Powerboats, Sugar Sand
and Gekko.  The company is a design-to-manufacturing
organization, creating or licensing designs, and creating
tooling, molds, and parts necessary to assemble its products in-
house.  The company markets its products through a dealer
network comprising more than 100 dealers throughout the United
States, Canada, Mexico, Europe, Australia, the Middle East and
Japan.  On Jan. 1, 2007, the company acquired International
Marine and Recreation, and Gekko Sports Corporation.


CORPORACION DURANGO: S&P Puts B+ Credit Rating on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services has placed its ratings on
Corporacion Durango S.A.B. de C.V., including its 'B+' long-term
corporate credit rating, on CreditWatch with negative
implications.
     
The action is based on Corporacion Durango's first-quarter
numbers and expected future results.  The company's total debt-
to-EBITDA ratio reached 6.8 as of March 31, 2008, which diverges
considerably from S&P's forecast of a total debt-to-EBITDA ratio
of around 3.8 by year-end 2008.  S&P anticipates that the
company's key financial ratios will continue to exceed its
assumptions based on the current rating.  "We will need to
reevaluate the company's financial and operational strategies to
resolve the CreditWatch.  Any downward rating action would not
be limited to one notch." said S&P's credit analyst Juan Pablo
Becerra.
     
The ratings on Corporacion Durango reflect its high debt levels,
a moderately aggressive financial policy, and the natural risk
associated with the paper industry's cyclicality.  These risks
are partially offset by the company's leading position in the
containerboard and packaging industries and its vertical
integration in Mexico.

Corporacion Durango, S.A. de C.V. (BMV: CODUSA), the largest
papermaker in Mexico, previously announced that the First
Federal District Court in Durango, Mexico, has approved the
company's plan of reorganization and declared the termination of
its "Concurso Mercantil" proceeding.


MEXORO MINERALS: Ties Up With Paramount Gold and Silver Corp.
-------------------------------------------------------------
Mexoro Minerals Ltd. has entered into a strategic alliance with
Paramount Gold and Silver Corp. to combine mining and
exploration expertise, along with efficient use of personnel,
drill rigs and current mining concessions to maximize
shareholders' value for both companies.  The alignment of
interest between the two companies creates tremendous synergy,
especially as the two companies' Guazapares projects are
contiguous and create a large land position in this very
prolific area.

The agreement calls for Paramount Gold to invest a minimum of
US$4 million and maximum of US$6 million into Mexoro Minerals at
a price of US$0.50 per unit by June 23, 2008.  Each unit will
consist of 1 common share of Mexoro and 50% warrant coverage to
buy 1 common share at US$0.75.  The warrant will be good for 4
years.  Paramount Gold will make an immediate investment into
Mexoro in the amount of US$500,000 in the form of a convertible
debenture.  Upon closing it is contemplated that the debenture
will be converted into units as part of the total investment.

Also, at closing, Chris Crupi will be appointed President of
Mexoro Minerals and Mario Ayub will remain the chairperson of
the board.  Paramount Gold will have the right to appoint two
members to the board of directors of Mexoro and Mr. Ayub will
have the option to be appointed to the board of directors of
Paramount Gold.

The companies will form a joint exploration and development
management committee with the responsibility of reviewing and
planning the exploration programs of both companies.  Charles
Reed and Barry Quiroz will remain Vice President of Exploration
for their respective companies.

Paramount Gold President, Chris Crupi commented on the
transaction "combining our exploration assets with those of
Mexoro Minerals, particularly our San Miguel concession which is
contiguous to much of the Mexoro land package in the Guazapares
region, will give the two companies, arguably, the premier
property holdings for exploration in the mineral rich and
prolific Sierra Madre Belt.  Together, the companies control
over 100,000 hectares of land in the region and the combined
exploration teams will be one of the most experienced in
Mexico."

Mexoro Minerals President, Mario Ayub said, "This transaction
results in synergies on many levels.  Paramount is a well
managed and a well financed company trading on more senior
exchanges then Mexoro currently.  The strategic geographical
positioning of our properties in relation to Paramount, coupled
with our common vision of an aggressive exploration program in
this prolific area provides the potential for significant
success going forward."

Paramount Gold is a precious metals mining exploration company
presently in the early stages of an extensive exploration
program at their San Miguel project in the Guazapares Mining
District, part of the Sierra Madre Occidental gold-silver belt
of Mexico.  Paramount Gold and Silver Corp. is the operator of
the San Miguel project.

Headquartered in Chihuahua, Mexico, Mexoro Minerals Ltd. --
http://www.mexoro.com/-- is an exploration and production  
company focused on mining precious metals in the traditionally
mineral rich Sierra Madre region of Chihuahua, Mexico.  Mining
operations are through a 100%-owned Mexican subsidiary, Sunburst
de Mexico, S.A. de C.V.  Sunburst Mexico owns or has options on
three historical gold-silver mines for which additional
exploration has confirmed significant mineral potential.  The
company has also staked claims on additional attractive
properties, in the Chihuahua area.  

                         *      *      *

As of Nov. 30, 2007, Mexoro Minerals Ltd. had US$1,669,789 in
unaudited total assets and unaudited total liabilities of
US$2,087,110, resulting in a stockholder's deficit of
US$417,321.


PRIDE INT'L: Will Start Contract With Petrobras for Rig in June
---------------------------------------------------------------
Pride International Inc. will start in June a five-year contract
with Petroleo Brasileiro SA a.k.a. Petrobras for its Pride
Mexico semisubmersible rig, Business News Americas reports.

According to Pride International, it completed in April the
upgrade program of its Pride Mexico rig, which is en route to
Brazil.

BNamericas relates that the contract with Petrobras "stipulates
a day rate of US$263,800, plus a 15% bonus opportunity."

Pride International's Marketing and Business Development Senior
Vice President Kevin Robert said in a Web cast that Petrobras
granted the company six-year extensions for the Pride Rio de
Janeiro and Pride Portland semisubmersible rigs.  BNamericas
notes that the contracts will expire in 2010 and now run through
2016.  Mr. Robert told BNamericas that Pride International
expects revenue of US$768 million each, including bonus
opportunities, from the contracts.

BNamericas notes that Pride International eyes more new rigs
through 2012 from Petrobras.

"Petrobras is growing its international portfolio.  Therefore we
believe Petrobras will add numerous high-spec, new-build
floaters to their portfolio between now and 2012 in order to
satisfy increased drilling demand both worldwide and in their
domestic projects," Mr. Robert told BNamericas.

                   About Petroleo Brasileiro

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

                   About Pride International

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

                          *      *      *

As reported in the Troubled Company Reporter-Latin America on
April 29, 2007, Fitch Ratings currently maintained these ratings
for Pride International Inc.: Issuer Default Rating at 'BB';
Senior unsecured at 'BB'; Senior secured bank facility at
'BBB-'; and Senior convertible notes at 'BB'.  Fitch said the
Rating Outlook is Stable.


RESIDENTIAL CAPITAL: Commences Exchange Offer for US$12.8B Notes
----------------------------------------------------------------
Residential Capital LLC commenced offers to exchange any and all
of the U.S. dollar equivalent US$12.8 billion outstanding notes
of ResCap for newly issued notes, upon the terms and subject to
the conditions set forth in its Offering Memorandum and Consent
Solicitation Statement dated May 5, 2008, and the related letter
of transmittal and consent.  
    
The new notes will be issued by ResCap, will be guaranteed by
subsidiaries of ResCap and will be secured by a security
interest in substantially all of ResCap's existing and after
acquired unencumbered assets remaining available to be pledged
as collateral.

a) For 2008-2009 Notes:

CUSIP/ISIN: 76113BAL3 / US76113BAK52                 
Outstanding Principal Amount: US$398,848,000
Title of Old Notes to be Tendered: Floating Rate Notes due
2008(1)
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$1,000
Tender After Early Delivery Time: US$970

CUSIP/ISIN: 76113BAK5 / US76113BAK52       
Outstanding Principal Amount: US$684,014,000
Title of Old Notes to be Tendered: 8.125% Notes due 2008 (1)       
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$1,000       
Tender After Early Delivery Time: US$970

CUSIP/ISIN: 76113BAQ2 / US76113BAQ23       
Outstanding Principal Amount: US$714,000,000
Title of Old Notes to be Tendered: Floating Rate Notes
                                   due April 2009 (1)       
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$900       
Tender After Early Delivery Time: US$870

CUSIP/ISIN: 76114EAB8 / US76114EAB83               
Outstanding Principal Amount: US$949,000,000
Title of Old Notes to be Tendered: Floating Rate Notes
                                   due May 2009
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$900       
Tender After Early Delivery Time: US$870

CUSIP/ISIN: 76113BAN9 / US76113BAN91, U76134AD4 / USU76134AD49                 
Outstanding Principal Amount: US$576,961,000
Title of Old Notes to be Tendered: Floating Rate Subordinated               
                                   Notes due 2009 (1)
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800       
Tender After Early Delivery Time: US$770

b) For 2010-2015 Notes:

CUSIP/ISIN: 76113BAF6 / US$2,154,500,000, 76113BAC3 /
US76113BAC37,
            U76134AC6 / USU76134AC65              
Outstanding Principal Amount: US$2,154,500,000
Title of Old Notes to be Tendered: 8.375% Notes due 2010 (1)
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800       
Tender After Early Delivery Time: US$770

CUSIP/ISIN: XS0307840735         
Outstanding Principal Amount: EUR 542,800,000
Title of Old Notes to be Tendered: Floating Rate Notes due 2010
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800       
Tender After Early Delivery Time: US$770

CUSIP/ISIN: 76113BAM1 / US76113BAM19               
Outstanding Principal Amount: US$1,243,500,000
Title of Old Notes to be Tendered: 8.000% Notes due 2011 (1)
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800      
Tender After Early Delivery Time: US$770

CUSIP/ISIN: XS0254758872    
Outstanding Principal Amount: EUR 550,000,000
Title of Old Notes to be Tendered: 7.125% Notes due 2012 (1)
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800       
Tender After Early Delivery Time: US$770

CUSIP/ISIN: 76114EAC6 / US76114EAC66                                   
Outstanding Principal Amount: US$928,500,000
Title of Old Notes to be Tendered: 8.500% Notes due 2012
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800       
Tender After Early Delivery Time: US$770

CUSIP/ISIN: 76113BAR0 / US76113BAR06                                
Outstanding Principal Amount: US$1,604,500,000
Title of Old Notes to be Tendered: 8.500% Notes due 2013 (1)
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800      
Tender After Early Delivery Time: US$770

CUSIP/ISIN: XS0254759920             
Outstanding Principal Amount: GBP 348,920,000
Title of Old Notes to be Tendered: 8.375% Notes due 2013 (1)
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800       
Tender After Early Delivery Time: US$770

CUSIP/ISIN: XS0307841469             
Outstanding Principal Amount: GBP 363,000,000
Title of Old Notes to be Tendered: 9.875% Notes due 2014
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800      
Tender After Early Delivery Time: US$770

CUSIP/ISIN: 76113BAE9 / US76113BAE92, U76134AB8 / USU76134AB82              
Outstanding Principal Amount: US$486,500,000
Title of Old Notes to be Tendered: 8.875% Notes due 2015 (1)
Principal Amount of New Notes to be Issued
Tender Prior to Early Delivery Time: US$800      
Tender After Early Delivery Time: US$770

(1) Listed on the Luxembourg Stock Exchange.
   
In the exchange offers, ResCap is offering to issue new 8.500%
senior secured guaranteed notes due May 15, 2010 in exchange for
any and all old notes that mature in 2008 and 2009.  In
addition, ResCap is offering to issue new 9.625% junior secured
guaranteed notes due May 15, 2015 in exchange for any and all
old notes that mature in 2010 through 2015.

ResCap will mandatorily redeem one-third of the original
principal amount of each junior secured guaranteed note on
May 15, 2013 and May 15, 2014 with the remaining principal
amount paid at maturity.   All new notes will be denominated in
U.S. dollars.  The offer to exchange old notes for new notes is
not subject to proration.  The senior secured guaranteed notes
will be secured on a second lien basis by the collateral for the
proposed new US$3.5 billion credit facility.  The junior secured
guaranteed notes will be secured on a third lien basis by the
collateral for that facility.
    
In addition, holders participating in the exchange offers may
elect to receive cash in lieu of the new notes that they would
otherwise receive, pursuant to a "modified Dutch auction"
process described in the offer documents.  Each participating
holder electing to receive cash pursuant to the auction process,
must submit a price denominated in U.S. dollars that specifies
the minimum amount of cash such participating holder wishes to
receive in lieu of each US$1,000 principal amount of new notes
it would otherwise receive for tendered old notes.

The indicative offer price specified by a participating holder
of old 2008-2009 notes can be no less than US$850 per US$1,000
principal amount of new notes, the indicative offer price
specified by a participating holder of old 2010-2015 notes can
be no less than US$650 per US$1,000 principal amount of new
notes, and in both cases the indicative offer price specified by
a participating holder can be no greater than US$1,000 per
US$1,000 principal amount of new notes.  The amounts of cash
that ResCap expects to have available to pay participating
holders in lieu of new notes that they would otherwise receive
in the exchange offers will be US$700 million with respect to
the old 2008-2009 notes and US$500 million with respect to the
old 2010-2015 notes.  Holders will receive new notes in exchange
for old notes submitted but not accepted in the auction process.
    
Only old notes that are tendered in the exchange offers may
participate in the auction process.  However, old notes may be
tendered in the exchange offers without participating in the
auction process.

ResCap also commenced a cash tender offer for any and all of its
outstanding US$1,198,710,000 in aggregate principal amount of
floating rate notes due June 9, 2008 at a purchase price of
US$1,000 per US$1,000 principal amount upon the terms and
subject to the conditions set forth in the offering memorandum
and the related letter of transmittal and consent.  The total
purchase price for each US$1,000 principal amount of June 2008
notes includes an early delivery payment of US$30.00 per
US$1,000 principal amount.  The CUSIP and ISIN for the June 2008
notes are 76114EAA0 and US76114EAA01.
    
In conjunction with the offers, ResCap is soliciting consents to
certain proposed amendments to the indentures under which the
old notes were issued.  The proposed amendments to the old notes
would release the subsidiary guarantees of ResCap's obligations
under the old notes and would eliminate certain of the
restrictive covenants and events of default currently in the
indentures. However, the proposed amendments are not necessary
for the issuance of the new notes and the new subsidiary
guarantees or for the pledge of collateral for the new notes and
subsidiary guarantees.  Accordingly, the offers are not
conditioned on receipt of the requisite consents to adopt the
proposed amendments.
    
Claims with respect to new notes will be effectively senior to
claims with respect to unexchanged old notes.  In addition,
claims with respect to new notes will be effectively senior to
claims with respect to unexchanged old notes to the extent of
the value of all of the assets of the subsidiary guarantors if
the requisite consents from holders of the senior old notes are
received.  Claims with respect to new notes will be
contractually senior to the subordinated old notes.
    
In the offers, ResCap is offering an early delivery payment,
which in the case of the June 2008 notes and old notes that are
accepted in the auction process, will be paid in cash, and, in
the case of all other old notes, will be paid in principal of
new notes.  The early delivery payment will be paid only to
holders who validly tender their old notes, which tender will be
deemed to include their consents to the proposed amendments,
prior to 5:00 p.m., New York City time, on May 16, 2008, unless
extended by ResCap with respect to any or all series of old
notes, and do not validly withdraw their tenders.
    
The offers will expire at 11:59 p.m., New York City time, on
June 3, 2008, unless extended by ResCap with respect to any or
all series of old notes.  Tendered old notes may be validly
withdrawn at any time prior to 5:00 p.m., New York City time, on
May 16, 2008, unless extended by ResCap with respect to any or
all series of old notes, but not thereafter.
    
Holders of old notes accepted in the offers will receive a cash
payment equal to the accrued and unpaid interest in respect of
such old notes from the most recent interest payment date to,
but not including, the settlement date.
    
The offers are conditioned on the satisfaction or waiver of
certain conditions.  In particular, the offers are conditioned
on ResCap entering into a new first lien senior secured credit
facility, providing for at least US$3.5 billion of commitments
on terms acceptable to ResCap.  As a result of these conditions,
ResCap may not be required to exchange or purchase any of the
old notes tendered.  The offers are not conditioned on receipt
of the requisite consents with respect to the old notes.  ResCap
is currently in negotiations with GMAC LLC, who would act as the
lender under this new first lien senior secured credit facility
which, if entered into, will be on terms acceptable to ResCap
and GMAC.  The new facility would:

     1. fund the cash required for the offers,

     2. repay ResCap's term loan maturing in July 2008, and

     3. replace ResCap's existing US$875.0 million 364-day and
        US$875.0 million 3-year revolving bank credit
        facilities.

Documents relating to the offers will only be distributed to
noteholders who complete and return a letter of eligibility
confirming that they are within the category of eligible
investors for this private offer.  Noteholders who desire a copy
of the eligibility letter should contact Global Bondholder
Service Corporation, the information agent for the offers, at
(866) 470-3800 (U.S. Toll-free) or (212) 925-1630 (Collect).

As reported in the Troubled Company Reporter on April 25, 2008,
Residential Funding Company and GMAC Mortgage LLC, both
subsidiaries of Residential Capital, LLC, borrowed
US$468 million collectively under a Loan and Security Agreement
with ResCap's parent, GMAC LLC, as lender, to provide ResCap's
subsidiaries with a revolving credit facility with a principal
amount of up to US$750 million, providing incremental liquidity
for ResCap's operations until longer-term financing is arranged.  

ResCap and GMAC are investigating various strategic alternatives
related to all aspects of ResCap's business, including
extensions and replacements of existing secured borrowing
facilities, and establishing additional sources of secured
funding for ResCap's operations.  One potential source of new
secured funding is credit secured by certain of ResCap's
mortgage servicing rights.

The Troubled Company Reporter also reported on April 9, 2008
that GMAC LLC purchased US$1.2 billion of ResCap's notes in open
market.  The notes have a fair value of approximately
US$607,192,000 to ResCap in exchange for 607,192 ResCap
Preferred units with a liquidation preference of US$1,000 per
unit.  ResCap canceled the US$1.2 billion face amount of notes.  
GMAC may, in its sole discretion, on or before May 31, 2008,
contribute up to an additional approximately US$340 million of
ResCap notes, having a fair value of approximately
US$265,779,000, for additional ResCap Preferred units.  The
ResCap Preferred ranks senior in right of payment to ResCap's
common membership interests with respect to distributions and
payments on liquidation, winding-up or dissolution of ResCap.

                          About GMAC LLC

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

As reported in the Troubled Company Reporter on April 25, 2008,
Residential Funding Company and GMAC Mortgage LLC, both
subsidiaries of Residential Capital, LLC, borrowed $468 million
collectively under a Loan and Security Agreement with ResCap's
parent, GMAC LLC, as lender, to provide ResCap's subsidiaries
with a revolving credit facility with a principal amount of up
to US$750 million, providing incremental liquidity for ResCap's
operations until longer-term financing is arranged.

Similarly, the Troubled Company Reporter also reported on
April 25, 2008, that Moody's Investors Service downgraded GMAC
LLC's senior rating to B2 from B1; the rating remains on review
for further possible downgrade.

The GMAC downgrade is based upon Moody's opinion that further
operating weakness at ResCap poses risks to GMAC's capital
position and liquidity that exceed previous estimates.  In
particular, Moody's believes that for ResCap to have continued
access to debt capital, GMAC may be required to provide
additional indications of support to the unit and that it is
likely to do so.   

                    About Residential Capital

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


RESIDENTIAL CAPITAL: S&P Cuts Corp. Credit to CC on Debt Offer
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered selected ratings on
Residential Capital LLC, including lowering the long-term
corporate credit rating to 'CC' from 'CCC+', following the
company's launch of an exchange offer for unsecured bonds that
S&P interpret as a distressed debt exchange.  The ratings remain
on CreditWatch with negative implications, where they were
placed April 24, 2008.  There are no ratings or outlook changes
on GMAC LLC, Residential Capital LLC's parent.
      
"The downgrade reflects the probability that, with the
successful execution of the exchange offer, which will pay less
than face value to certain Residential Capital LLC bondholders,
Standard & Poor's, in accordance with our criteria, will lower
our corporate credit rating on the company to 'SD' (selective
default)," said Standard & Poor's credit analyst John K. Bartko,
C.P.A.  In addition, ratings on the affected debt issues would
be lowered to 'D', although the exchange would not constitute a
legal default.

A successful exchange would extend debt maturities, providing
needed relief, but the action illustrates the gravity of the
company's financial position.
     
Furthermore, the exchange indicates that ultimate parents
General Motors Corp. (49% owner of GMAC LLC) and Cerberus
Capital Management L.P. (51% owner of GMAC LLC) are pursuing
these actions rather than directly providing GMAC LLC with
additional capital to downstream to Residential Capital LLC.  
S&P believe that if the exchange fails, Residential Capital LLC
might file for bankruptcy protection.  In this case, Residential
Capital LLC would have to replace at least one of the two
departed independent directors, as the company's operating
agreement requires support from at least one independent
director to initiate such a filing.  Accordingly, our ratings on
securities that are not part of the exchange offer are also on
CreditWatch with negative implications.
     
Residential Capital LLC is proposing to offer new secured notes
in exchange for any and all of the US$12.9 billion of unsecured
bonds.  The new secured notes would consist of two classes: 8.5%
second-lien notes due May 15, 2010, which would be exchanged for
certain existing debt maturing in 2008 and 2009; and 9.625%
junior lien  notes due in 2015 that would be exchanged for
existing debt maturing between 2010 and 2015.  Residential
Capital LLC would offer the new notes to existing bondholders,
grouped by the maturity of the securities that they hold
currently, at various exchange ratios.
     
The exchange offer is intended to advance Residential Capital
LLC's overall restructuring plan, which includes a focus on the
production of prime, conforming products; the reduction of
credit risk through the sale or elimination of noncore
businesses and products; the increased production at GMAC Bank
in an effort to leverage the banks lower-cost funding;
structural cost reductions; and delevering the balance sheet.  
The exchange offer would lighten near-term debt maturities,
although interest cost will increase.

Upon completion of the exchange and review of Residential
Capital LLC's financial position, a new corporate credit rating
would be assigned.

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


RESIDENTIAL CAPITAL: Debt Exchange Offer Cues Fitch's Rating Cut
----------------------------------------------------------------
Fitch Ratings has downgraded Residential Capital LLC's Issuer
Default Rating to 'C' from 'BB-' following the company's
announced debt exchange offer.  ResCap remains on Rating Watch
Negative pending execution of the debt exchange offer. Upon
completion of the exchange, Fitch will downgrade ResCap's IDR to
'D' indicating a default has occurred in accordance with Fitch's
criteria on distressed debt exchanges.  In addition, Fitch has
downgraded GMAC LLC's IDR to 'BB-'.  Approximately US$12.9
billion of outstanding debt is affected by this action.

ResCap is undertaking this exchange offer in order to extend
debt maturities and increase its financial flexibility.  
ResCap's announced debt exchange offer is part of a plan to
address the company's capital structure in light of current and
expected future market conditions, by lengthening debt
maturities and providing security to first lien creditors.  
Under the plan, a new first lien credit facility will have a
security interest in ResCap's unencumbered assets, effectively
subordinating existing noteholders.  Under the exchange offer,
existing debt holders will get new notes in ResCap with extended
maturities at less than current par value for maturities after
2008. ResCap will also provide a cash tender option for
outstanding debt with up to US$1.2 billion in cash.

Importantly, noteholders who do not exchange could be further
disadvantaged by loss of subsidiary guarantees and become
effectively subordinated below the exchange debt. .

At completion of the exchange, Fitch would assign a post-default
IDR and new issue level ratings solely reflecting a prospective
view of ResCap and its new capital structure.  Fitch envisions
that ResCap's IDR would be in the single 'B' category, with
issue level and Recovery Ratings reflecting relative seniority
and recovery within the capital structure.

Fitch has downgraded these ratings and kept them on Rating Watch
Negative:

Residential Capital LLC
  -- Long-term IDR to 'C' from 'BB-';
  -- Senior debt to 'C' from 'B+';
  -- Subordinated debt to 'C' from 'B-';
  -- Short-term IDR to 'C' from 'B'.

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


RESIDENTIAL CAPITAL: Moody's Cut Rating to Ca on Exchange Offer
---------------------------------------------------------------
Moody's Investors Service downgraded to Ca, from Caa1, its
ratings on the senior debt of Residential Capital, LLC subject
to the bond exchange announced by ResCap on May 2, 2008.  The
rating of ResCap's approximately US$1.2 billion of bonds
maturing on June 9, 2008 was affirmed at Caa1.  These bonds are
not part of the exchange and the company has announced they
intend to commence a cash tender for these bonds at par.  All
ratings remain under review for downgrade.  The senior unsecured
rating of GMAC LLC was left unchanged at B2, under review for
downgrade.

The downgrade follows the company's announcement of an exchange
offer for certain of its unsecured bonds.  Moody's considers
this exchange to be a distressed exchange because the bonds
being offered in exchange for ResCap's existing debt is being
offered at a discount to par value and will have longer
maturities.  Distressed exchanges are included in Moody's
definition of defaults.

The exchange debt being offered will have second or third lien
claims on ResCap's unencumbered assets behind a proposed
US$3.5 billion credit facility that ResCap is negotiating with
GMAC.  These claims on ResCap's unencumbered assets will
substantially subordinate any existing debt that does not
participate in the exchange.  "This exchange was undertaken to
assist ResCap in avoiding a payment default on its existing
unsecured bond obligations," said Moody's Vice President and
Senior Credit Officer Craig Emrick.

If all bonds subject to the exchange participate at the early
delivery price, ResCap's outstanding bonds will be reduced by
approximately US$2.2 billion to approximately US$11 billion
(excluding the company's June 9, 2008 maturities and US$1.75
billion bank line maturing in July 2008).  This does not include
any possible reduction in outstanding debt through the company's
proposed US$1.2 billion modified Dutch auction that is being
offered for those bonds which participate in the exchange.  Of
this amount approximately US$3 billion will mature in May 2010
and US$2.6 billion in May 2013, 2014 and 2015 under the terms of
the exchange.

Despite the benefits this exchange could have on ResCap's
ability to service its debt, the ratings remain under review for
downgrade.  This is because ResCap has not proven it has a
business model that can produce the required operating cash flow
to service and ultimately repay these reduced obligations.  
"Even after this exchange, we believe ResCap's debt levels will
remain inconsistent with its long term earnings." said Mr.
Emrick.

Additionally, the ultimate resolution of the company's
US$1.75 billion bank loan which matures in July 2008 and two
US$875 million (total of US$1.75 billion) committed, undrawn,
unsecured revolvers which mature in June 2008 and June 2010
remains unclear.  Moody's considers this line availability to be
an important source of contingent liquidity.

The rating of ResCap's US$1.2 billion of June 9, 2008 bonds was
affirmed at Caa1 as these bonds are not part of the exchange and
the company has announced they intend to commence a cash tender
for these bonds at par.  Additionally, even if the cash tender
for these bonds is not untaken, their maturity in advance of the
bank facilities maturing increases the likelihood they will be
repaid.

Downgrades:

Issuer: Residential Capital, LLC

  -- Multiple Seniority Shelf, Downgraded to (P)Ca from (P)Caa1
  -- Subordinate Regular Bond/Debenture, Downgraded to C from
     Caa2
  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
     from Caa1

Issuer: Residential Funding of Canada Finance ULC

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
     from Caa1

On Review for Possible Downgrade:

Issuer: Residential Capital, LLC

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Ca

Issuer: Residential Funding of Canada Finance ULC

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Ca

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by
GMAC LLC.  ReCap has operations in Mexico.  Rescap reported
equity of $6.0 billion at Dec. 31, 2007.


SOLO CUP: Fitch Affirms Ratings and Revises Outlook to Positive
---------------------------------------------------------------
Fitch Ratings has affirmed Solo Cup Company's Issuer Default
Rating and existing credit ratings as:

  -- IDR affirmed at 'B-';
  -- Senior secured term loan affirmed at 'BB-/RR1';
  -- Senior secured revolving credit facility affirmed at
     'BB-/RR1';

  -- Senior subordinated notes affirmed at 'CCC+/RR5'.

The Rating Outlook is revised to Positive from Stable.  
Approximately US$756 million of debt is covered by the ratings.  
The company's Canadian bank debt is excluded from the ratings.

The Rating Outlook revision is based on positive operating
trends and continued execution of the company's turnaround
strategy, which offset concerns about potentially weaker volumes
and cost inflation.  Fitch expects that the company's earnings
and cash flow will continue to improve in 2008, and credit
metrics should continue to strengthen during the year.  In
addition, Solo has resolved all outstanding material weaknesses
in internal controls.  If Solo's performance continues to meet
these expectations over the course of the coming quarters, the
ratings could be reviewed for a possible upgrade.

The ratings recognize Solo's leading market share across its
product categories; strong brand recognition; diversified raw
materials mix; diverse, stable customer base; and modest near-
term debt maturities.  Concerns center on high leverage; margin
and volume pressure due to intense competition; and cost
inflation in resin and energy prices.  Fitch also expects softer
industry volumes in the coming year, which could generally
constrain demand and erode price support.

Fitch's recovery analysis continues to indicate full expected
recovery of the company's bank debt in a hypothetical distressed
scenario.  Expected recovery for the senior subordinated notes
remains within the 'RR5' band (11%-30%).  Improved earnings or
an upward revision of the IDR could lead to an upgrade of the
notes in the intermediate term.

Solo has made clear progress through its performance improvement
program, achieving about US$75 million of cost savings, greater
than initial expectations of US$60 to US$70 million.  
Performance consultants have been disengaged which should result
in additional cost savings of US$20 million or more going
forward.  While some earnings potential has been lost due to
business divestitures, improved efficiencies, better product mix
management, and greater pricing discipline are likely to more
than offset these losses.

Higher raw materials prices and other cost inflation will likely
continue to challenge profitability for Solo.  In addition,
competition within Solo's key markets remains intense.  General
foodservice industry volumes are likely to be softer in the
coming year with growth rates in the low single digit range.  
Solo's ability to manage its core product portfolio profitably
in the face of these challenges will be monitored.

Solo achieved meaningful debt reduction in 2007 and as a result
total leverage has declined appreciably from 9.8 times at first
quarter ended Apr. 1 2007 to 5.7x at fiscal year end 2007, by
Fitch calculations.  Fitch expects further deleveraging as
trailing twelve month EBITDA figures begin to benefit from the
cost savings and an unusually weak 1Q07 falls out of the
calculation.  Solo has announced a few remaining asset sales in
2008 which could serve to reduce debt modestly by the end of the
year.  Fitch expects the company will be able to meet tightening
consolidated leverage ratio requirements over the course of
2008.  By fiscal year end, Solo must achieve leverage of 4.5x
according to the terms of its bank credit agreement.

Fitch expects certain cash expenses to increase in the near term
stemming from announced facility realignments and higher
management compensation.  Capital expenditures are also likely
to move higher in 2008 as the company modernizes some equipment.  
Free cash flow is projected to remain positive and should
improve from the 2007 figure of US$48.4 million, as Fitch
expects higher earnings and better working capital management.

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



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

INFINITY ENERGY: NASDAQ Global Delisting Takes Effect on May 9
--------------------------------------------------------------
Infinity Energy Resources, Inc., disclosed that as of the
opening of business on May 9, 2008, trading of the company's
common stock on the NASDAQ Global Market will be suspended.  The
company expects that trading of the its common stock on the OTC
Bulletin Board will commence at such time or shortly thereafter.

The company had previously been notified that it was not in
compliance with NASDAQ Marketplace Rule 4450(a)(3), which
requires a US$10 million minimum stockholders' equity standard;
and Rule 4450(a)(5), which requires a minimum closing bid price
of US$1 for the company's common stock.  On April 30, 2008, the
company received written notification from the NASDAQ Stock
Market indicating that, based on a review of the company's plan
to achieve and sustain compliance with all continued listing
requirements, NASDAQ had determined to deny the company's
request for continued listing on The NASDAQ Global Market.  The
company does not intend to appeal NASDAQ's decision.

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

            Amegy Bank Deficiency and Defaults

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

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



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

CHIQUITA BRANDS: Turns Around With US$31.7MM Income in 1Q 2008
--------------------------------------------------------------
Chiquita Brands International Inc. reported 2008 first quarter
net income of US$31.7 million including a charge of US$9 million
for the write-off of deferred financing fees as a result of the
company's successful refinancing during the quarter.  For the
three months ended March 31, 2007, the company posted a net loss
of US$3.4 million, including a charge of US$5 million, or
(US$0.12) per diluted share, related to the exit of certain
unprofitable farm leases in Chile.

First quarter net sales increased 7 percent year-over-year to
US$1.3 billion, compared to net sales of US$1.2 billion for the
same quarter of 2007.

"Our excellent first quarter represents the third consecutive
quarter of year-over-year improvements and illustrates that we
continue to take the right actions to drive profitability in our
business," said Fernando Aguirre, chairman and chief executive
officer.  "Our brand premium, improved banana pricing, benefits
from our business restructuring and continued recovery in
value-added salads have enabled us to generate significantly
better results.  We have demonstrated the ability to overcome
cost challenges and we expect this improvement will continue,
particularly in the first half of the year."

Mr. Aguirre added, "We also delivered two other major
achievements, which reflect both our financial discipline and
confidence in our long-term strategy.  We successfully
refinanced our capital structure to further strengthen our
balance sheet and signed agreements to develop two major sources
of bananas in Africa for our European markets, without investing
any capital in owned assets.  We will continue to focus on
strong execution throughout our operations and to invest in
innovative, long-term growth opportunities.  These achievements
and strong quarterly results are continued evidence that our
long-term strategy is working."

                             Outlook

Despite large increases in industry and other product supply
costs, the company expects to generate significant year-on-year
improvements in sales and operating income in 2008, primarily
due to contract and market price increases and the benefits of
the company's restructuring.  The following chart summarizes
management's estimates of the impact of certain items on the
company's results for 2008.

                     Business Restructuring

The company remains on track to achieve its target of
US$65-80 million in sustainable annual savings in 2008, as a
result of its restructuring announced in October 2007.  The
savings are expected to result primarily from a reduction
in compensation related expenses and consolidation of processing
and distribution facilities.  More than half of these savings
are expected to benefit the banana segment, and the remainder
are expected to benefit both the Salads and Healthy Snacks
segment and Corporate costs.  The restructuring was designed to
accelerate the company's long-term strategy to become the global
leader in healthy, fresh foods as well as to improve
profitability and efficiency through consolidation of operations
and simplification of overhead structures.

As previously announced, the company is exploring strategic
alternatives for its German distribution business, Atlanta AG,
including a possible sale.  In late April 2008, the company's
Board of Directors authorized management to pursue a plan to
sell Atlanta's operations.  There can be no assurance that any
such sale will be completed and the company does not expect to
announce developments with respect to this process unless and
until it is appropriate to do so.

                  Capital Structure Refinancing

As previously reported during the first quarter of 2008, the
company successfully refinanced its secured credit facility in a
manner that lowered the company's interest payments, extended
debt maturities and added significant covenant flexibility as
part of the broader refinancing of the company's capital
structure.  In February, the company issued US$200 million
aggregate principal amount of 4.25% convertible senior notes due
2016.  In March, the company entered into a new six-year senior
secured credit facility, consisting of a US$150 million
revolving credit facility and a US$200 million term loan, with a
syndicate of banks led by Rabobank and Wells Fargo.  The net
proceeds of both the convertible notes and the new term loan
were used primarily to fully repay amounts outstanding under the
prior revolving credit facility and Term Loan C.

In connection with the refinancing, the company expensed during
the quarter approximately US$9 million of unamortized financing
fees from the previous senior secured credit facility.

Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and    
distributes fresh food products including bananas and nutritious
blends of green salads.  The company markets its products under
the Chiquita(R) and Fresh Express(R) premium brands and other
related trademarks.  Chiquita employs approximately 25,000
people operating in more than 70 countries worldwide, including
Panama.

                          *    *    *

In November 2006, Moody's Investors Service downgraded its
ratings for Chiquita Brands LLC., as well as for its parent
Chiquita Brands International Inc.  Moody's said the outlook on
all ratings is stable.

Standard & Poor's Ratings Services also lowered its ratings on
Cincinnati, Ohio-based Chiquita Brands International Inc.,
including its corporate credit rating, from 'B+' to 'B'.
S&P said the ratings remain on CreditWatch with negative
implications where they were placed on Sept. 26.



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

BANCO HIPOTECARIO: Earns UYU274 Mil. in First Two Months of 2008
----------------------------------------------------------------
Business News Americas reports that Banco Hipotecario del
Uruguay's profit increased 186% to UYU274 million in the first
two months of 2008, compared to the same period last year.  The
company attributes the improved bottom line to stronger revenues
and trading gains.

Banco Hipotecario lowered its non-performing loan ratio to 69.0%
in February 2008, from 82.5% in February 2007, BNamericas notes,
citing the central bank.

BNamericas relates that an ongoing restructuring plan the
Uruguayan government drew up includes capitalizing Banco
Hipotecario and forming a new unit to manage the bank's past-due
loans.  The plan would let Banco Hipotecario transfer 40% of its
loan book to the unit to lessen its level of past-due loans to
20%.

According to BNamericas, the government wants Banco Hipotecario
to be able to return to lending this year after it was suspended
in 2002 due to a severe financial crisis in Uruguay resulting
from "the Argentine meltdown."

Banco Hipotecario's assets totaled YUY33.2 billion as of
Feb. 29, 2008, BNamericas states, noting that the bank had
UYU35.2 billion in assets in November 2007.

                       *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 27, 2006, Moody's Investors Service assigned these ratings
on Banco Hipotecario del Uruguay:

  -- Foreign currency deposit rating: B2 from Caa1,
     stable outlook

  -- National scale rating for foreign currency deposits:
     A3.uy from Ba2.uy, with a stable outlook

  -- National scale foreign currency debt rating: A2.uy
     from Baa2.uy



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

NORTHWEST AIRLINES: Posts US$4.1 Billion First Quarter Net Loss
---------------------------------------------------------------
Northwest Airlines Corporation reported a first quarter 2008 net
loss of US$4.1 billion, or US$15.78 per share.  Reported results
include a non-cash goodwill impairment charge of US$3.9 billion.  
This compares to the first quarter 2007 when Northwest reported
a net loss of US$292 million.

Excluding non-recurring, non-cash impairment charges and losses
associated with marking-to-market out-of-period fuel hedges,
Northwest reported a first quarter 2008 net loss of
US$191 million versus the first quarter 2007 when the airline
reported net income of US$73 million before the impact of
reorganization items and out-of-period fuel hedge gains.

Excluding taxes and out-of-period mark-to-market adjustments on
fuel hedges, Northwest paid US$2.77 per gallon for jet fuel in
the first quarter compared to US$1.85 a gallon in the first
quarter of 2007, an increase of 49.7 percent.

On April 14, Northwest announced an agreement to merge with
Delta.  Commenting on the transaction, Doug Steenland, Northwest
Airlines' president and chief executive officer, said, "The
agreement to merge with Delta creates America's premier global
airline.  Because it combines end-to-end networks with little
overlap, there will be no reduction in competition.  The
transaction will create America's leading airline -- an airline
that is more financially secure, better able to invest in our
employees and our customers and be sustainable in an
increasingly competitive marketplace.  

The new carrier will offer superior route diversity across the
U.S., Latin America, Europe and Asia and will be better able to
overcome the industry's boom-and-bust cycles.  The airline will
also be better able to match the right planes with the right
routes, making transportation more efficient across our entire
network."

In commenting on first quarter results, Mr. Steenland added,
"Northwest's first quarter performance was negatively impacted
by the dramatic increases in the price of oil.  Year-over-year
our first quarter total fuel expense increased by US$445
million, or 57.3 percent.  The sustained high fuel prices
represent an extraordinary challenge to Northwest and the entire
airline industry.  In response to fuel, we have taken a series
of actions and will continue to monitor the impacts of fuel
prices on our operation and are prepared to take additional
actions as necessary."

              US$3.9 Billion Non-cash, Non-recurring
            Accounting Charge Taken to Reduce Goodwill

The company is required for accounting purposes to measure
the value of goodwill annually or whenever significant events
that could be indicators of a change in value have occurred.  In
completing the company's first quarter evaluation, NWA
considered the impact of current high fuel prices, Northwest's
recent stock price, other industry trends and the equity value
of Northwest implied by the recent merger announcement and have
determined that an impairment to goodwill is required.  To make
this etermination, the company compared the carrying value of
its equity to its fair value.  For purposes of this evaluation,
fair value has been determined based on the implied market value
of Northwest's equity in the announced transaction.  As a result
of this evaluation, the company recorded a non-cash goodwill
impairment charge of US$3.9 billion.

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and US$17.9 billion in total
debts.  On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on March 26, 2007.  
On May 21, 2007, the Court confirmed the Debtors' Plan.  The
Plan took effect May 31, 2007.  (Northwest Airlines Bankruptcy
News, Issue No. 92; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 18, 2008, Moody's Investors Service placed the debt
ratings of Delta Air Lines, Inc. ("Delta", corporate family at
B2) and Northwest Airlines Corporation ("Northwest", corporate
family rating at B1) on review for possible downgrade.  The
review was prompted by the announcement that the two airlines
have agreed to combine in an all-stock transaction with a
combined enterprise value of approximately US$18 billion.

Fitch Ratings has affirmed the debt ratings of Delta Air Lines,
Inc. following the announcement that Delta has agreed to merge
with Northwest Airlines Corp., subject to approval by the two
airlines' shareholders and the U.S. Department of Justice.  
Delta's ratings were affirmed as: Issuer Default Rating at 'B';
First-lien senior secured credit facilities at 'BB/RR1'; Second-
lien secured credit facility (Term Loan B) at 'B/RR4'.

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

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


NORTHWEST AIRLINES: Delta Merger to Result in 1,000 Cut Jobs
------------------------------------------------------------
In a testimony before Congress, Delta Air Lines, Inc. Chief
Executive Officer Richard Anderson disclosed that a merger with
Northwest Airlines, Inc., will mean the loss of a "guess-timate"
of 1,000 additional jobs, the Atlanta-Journal Constitution
reports.

According to Mr. Anderson, the job losses would come after the
deal closes, and would be concentrated on "the management jobs,
not the front-line jobs" that would involve "finance, accounting
-- the functions that are important in the headquarters."  The
layoff is part of an effort to save on costs to offset
skyrocketing fuel prices, Mr. Anderson told the Committees in
the House and the Senate.

Mr. Anderson will be chief executive officer of the merged
airline.  Delta and Northwest have recently launched their
campaign in Washington, D.C., by testifying before Senate and
Congress hearings.  

Majority of the lawmakers "appeared friendly" of the proposed
consolidation, finding, among other things, that there is "very
little overlap" in the carriers' routes, and agreeing that "fuel
costs really are a game-changer."

Prior to the hearings, Mr. Anderson told The Associated Press
that regardless of the merger, Delta and Northwest will continue
to adjust capacity to demand as fuel prices continue at current
levels.  "That's the rational thing to do, and we'll continue to
do that," he maintained.

After the hearing, Delta spokeswoman Chris Kelly told AJC that
because the consolidated company would be based in Atlanta, more
of the job cuts may be from Northwest because they may not want
to make the move to Georgia.

In the coming months, the two airlines will face additional
hearings.  Regulators and shareholders will reveal whether they
approve the combination, the AP says.

          NWA's CEO Stands to Get US$22.1MM After Merger

Northwest CEO Doug Steenland, according to Business Week of
Minnesota, will get about US$22.1 million when he resigns after
the Delta merger.  Business Week adds that in 2007, Mr.
Steenland pooled US$27 million, including US$6 million in stock
options following Northwest's bankruptcy exit.  The report
comments that the stock option is "currently worthless" since
the exercise price of US$22 per share is twice the company's
current share price.

Minnesota's Star Tribune reports that Northwest intends to
retain Mr. Steenland after the merger and wooes the executive
with US$3.6 million in stock options.  Based on Star Tribune,
Mr. Steenland waived his option to resign last June and get
US$3.2 million in severance pay.  The executive in turn opted a
375,000 "restricted retention units" as a stock-based
compensation, Star Tribune says.

       Delta Pilots Open to Arbiter, Union Chairman Says

Lee Moak, the head of executive committee of Delta's pilots
union, suggested that he is open to arbitration with Northwest
pilots over how to merge their seniority lists, the AP says.

In a letter addressed to fellow pilots, Mr. Moak said that union
leaders believe that seniority integration should be
accomplished after negotiation of a single joint contract and,
if necessary, "expedited arbitration [should] be completed
before closing of a corporate transaction."

Mr. Moak related that while Delta and Northwest pilots failed to
reach an overall agreement on pilot seniority integration, the
Delta pilots union determined "an alternative that would provide
for a superior outcome not only for the pre-merger Delta pilots,
but eventually for all pilots of the merged corporation."

As a result, a tentative agreement between Delta management and
the Delta pilots union was formed, which will provide certain
modifications to the current Pilot Working Agreement, that
include, among others, a three and one-half percent equity stake
in the merged Company, annual pay raises, "furlough protection,"
and an increase in 737-700 pay rates, the letter said.

Rank-and-file Delta pilots will soon be asked to vote on the
proposed Agreement.

The Agreement does not cover Northwest pilots, whose union has
stated it supports arbitration.  The statement, however, was
said before Delta's pilots cut a deal with management days
before the merger announcement, says the AP.

Mr. Moak disclosed that Delta's pilots union welcomes the idea
of partnering with the Northwest pilots "to bring about the
rapid completion of a new joint contract and a fair and
equitable integrated seniority list upon the effective date of
the . . . Agreement."

A full-text copy of Mr. Moak's letter is available for free at:

   http://crewroom.alpa.org/dal/DesktopDefault.aspx?tabid=2421

                          About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No. 96;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).   

                          *     *     *

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

                     About Northwest Airlines

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

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

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

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 18, 2008, Moody's Investors Service placed the debt
ratings of Delta Air Lines, Inc. ("Delta", corporate family at
B2) and Northwest Airlines Corporation ("Northwest", corporate
family rating at B1) on review for possible downgrade.  The
review was prompted by the announcement that the two airlines
have agreed to combine in an all-stock transaction with a
combined enterprise value of approximately US$18 billion.

Fitch Ratings has affirmed the debt ratings of Delta Air Lines,
Inc. following the announcement that Delta has agreed to merge
with Northwest Airlines Corp., subject to approval by the two
airlines' shareholders and the U.S. Department of Justice.  
Delta's ratings were affirmed as: Issuer Default Rating at 'B';
First-lien senior secured credit facilities at 'BB/RR1'; Second-
lien secured credit facility (Term Loan B) at 'B/RR4'.

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

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


TAM SA: Will Publish First Quarter 2008 Results on May 12
---------------------------------------------------------
TAM S.A. will release its results for the first quarter 2008 on
May 12, 2008.  

The information will be available on the company's website:
http://www.tam.com.br/irand through the Comissao de Valores  
Mobiliarios and Securities and Exchange Commission "after the
market close".  

The conference calls in Portuguese and English will be on
May 13, at 9:00 a.m. and 10:30 a.m. (Eastern Time),
respectively.

In addition, TAM will hold meetings with analysts and investors
in Sao Paulo.  The company says it will provide more information
about time and dial-in numbers later.

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

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

                        *     *     *

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



==========================
V I R G I N  I S L A N D S
==========================

NVIDIA CORPORATION: Annual Stockholders Meeting Set for June 19
---------------------------------------------------------------
NVIDIA Corporation will hold its Annual Meeting of Stockholders
of on Thursday, June 19, 2008 at 10:00 a.m.

The meeting will be held at Building E of the company's
headquarters, which is located at 2800 Scott Boulevard in Santa
Clara, California.

At the meeting, stockholders will be asked to:

     -- elect three directors nominated by the Board of
        Directors to hold office until the company's 2011 Annual
        Meeting of Stockholders described in the attached proxy
        statement.


     -- approve an amendment to the company's certificate of
        incorporation to increase the number of authorized
        shares of common stock from 1,000,000,000 to
        2,000,000,000 shares.

     -- ratify the selection of PricewaterhouseCoopers LLP as
        the company's independent registered public accounting
        firm for the fiscal year ending Jan. 25, 2009.

     -- conduct any other business properly brought before the
        Annual Meeting.

Only stockholders who own stock at the close of business on
April 21, 2008 may vote at the Annual Meeting.

                          About NVIDIA

Headquartered in Santa Clara, California, NVIDIA Corp. (Nasdaq:
NVDA) -- http://www.nvidia.com/-- is in the business of visual  
computing technologies and invented the GPU, a high-performance
processor which generates breathtaking, interactive graphics on
workstations, personal computers, game consoles, and mobile
devices.  NVIDIA serves the entertainment and consumer market
with its GeForce(R) products, the professional design and
visualization market with its Quadro(R) products, and the high-
performance computing market with its Tesla(TM) products.  
Outside the U.S., the company has subsidiaries  in these
countries; Canada, Cayman Islands, Singapore, Australia, the
United Kingdom, Germany, Hong Kong, Japan, Mauritius, India,  
China, British Virgin Islands, Finland and Netherlands.

                       *     *     *
       
The company carries Standard & Poor's Ratings Services' BB-
corporate credit rating.



                            ***********


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
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Information contained herein is obtained from sources believed
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