TCRLA_Public/080509.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

               Friday, May 9, 2008, Vol. 9, No. 92

                            Headlines


A R G E N T I N A

ALITALIA SPA: AirOne Links With Berlusconi Adviser on Stake Sale
ALITALIA SPA: Unicredit Denies Possible Bid With Lufthansa
AUTOMOVILES GONZALEZ: Claims Verification Deadline Is July 8
COOPERATIVA DE TRABAJO: Files for Reorganization in Court
GEOMED SRL: Proofs of Claim Verification Is Until June 10

MAPFRE ARGENTINA ART: Moody's Ups IFS Rating to Ba3 After Review
MAPFRE ARGENTINA: Moody's Ups IFS Rating to Ba3 Following Review
REDLEY ARGENTINA: Proofs of Claim Verification Is Until May 12


B E R M U D A

ADG II: Proofs of Claim Filing Deadline Is May 21
ADG II: Sets Final Shareholders Meeting for June 9
AHL DIVERSIFIED: Proofs of Claim Filing Is Until May 21
AHL DIVERSIFIED: Sets Final Shareholders Meeting for June 10
BLUMONT MAN: Proofs of Claim Filing Is Until May 21

BLUMONT MAN: Sets Final Shareholders Meeting for June 11
COMET FINANCE: Proofs of Claim Filing Is Until May 21
COMET FINANCE: Sets Final Shareholders Meeting for June 11
FOSTER WHEELER: Earns US$138.1 Million in Quarter Ended March 31
LIBERTY ERMITAGE: Proofs of Claim Filing Deadline Is May 21

LIBERTY ERMITAGE: Sets Final Shareholders Meeting for June 11
MAKENA LTD: Liquidators Released, Company Dissolved
NORTH AMERICAN: Sets Final Shareholders Meeting for June 26
PANTHER RE: S&P Withdraws Term B Loan's BB+ Rating on Request
STEAMBOAT RE: Proofs of Claim Filing Is Until May 21

STEAMBOAT RE: Sets Final Shareholders Meeting for June 11
TWENTY FIRST: Court Appoints Liquidators for Firm


B R A Z I L

BANCO BMG: To Sell US$150 Million of Three-Year Bonds Next Week
BANCO INDUSTRIAL: Earns BRL91.9 Million in First Quarter 2008
BANCO ITAU: Eyes US$90 Mln. Net Profit in South American Units
BRASKEM SA: Net Profit Up 204% to BRL83 Million in 1st Qtr. 2008
COMPANHIA SIDERURGICA: 1Q 2008 Net Debt Drops to BRL4.8 Billion

COMPANHIA SIDERURGICA: Plans Terminal Expansion & New Facilities
ENERGIAS DO BRASIL: Net Income Up 28.3% to BRL164.2MM in 1Q 2008
FIAT SPA: Iveco Division Defers Entry Into the United States
FORD MOTOR: Fitch Says Ratings Outlook Remains Negative
GENERAL MOTORS: Fitch Says Ratings Could Face Likely Downgrade

INDEPENDENCIA SA: Moody's Rates Proposed US$250 Mil. Notes at B2
INDEPENDENCIA SA: S&P Gives B Rating to Unit's US$250 Mil. Notes
NET SERVICOS: Launches Digital TV High Definition Transmission
PROPEX INC: Can Exercise Business Judgment for Idle Assets
PROPEX INC: Wants Court to Reject Two Chattanooga Office Leases

TELE NORTE: Will Invest BRL100 Million on System Upgrade


C A Y M A N  I S L A N D S

BENTEN LIMITED: Proofs of Claim Filing Deadline Is Until May 15
DAIKOKUTEN LIMITED: Proofs of Claim Filing Deadline Is May 15
EOC CORP I: Deadline for Proofs of Claim Filing Is Until May 15
GOLD FORREST: Deadline for Proofs of Claim Filing Is May 15
KHAKIS CAPITAL: Proofs of Claim Filing Deadline Is Until May 15

WESTPORT FINANCE: Deadline for Proofs of Claim Filing Is May 15


C H I L E

AES GENER: Pulls Out Alto Maipo Project From Evaluation System
CHEMTURA CORP: S&P Cuts Ratings to BB; Still on Watch Developing
CORPORACION NACIONAL: Some Suppliers Refuse Bonus Payments


C O L O M B I A

BANCOLOMBIA SA: Net Income is COP253.9BB in Qtr. Ended March 31


C O S T A  R I C A

SIRVA INC: First Amended Plan Gets 100% Vote from Class 1
SIRVA INC: Court Approves Pre-Packaged Plan of Reorganization


D O M I N I C A N   R E P U B L I C

PRC LLC: Court Extends Action Removal Period to July 21
PRC LLC: Court Extends Lease Decision Period to August 20
PRC LLC: ACE American et al. Oppose Disclosure Statement


E C U A D O R

DOLE FOOD: Posts US$28.9 Million Net Loss in Qtr. Ended March 22
DOLE FOOD: Fitch Says Credit Protection Measures Still Weak


G U A T E M A L A

IMAX CORP: Amends Facility; Sells US$18 Mil. in Common Shares
IMAX CORPORATION: Shareholders' Meeting Scheduled for June 18


M E X I C O

BLUE WATER: Wants Lease Decision Period Moved to September 9
BLUE WATER: Incentive Payments to Critical Employees Challenged
FEDERAL-MOGUL: Posts US$32 Million Net Loss in 2008 1st Quarter
FEDERAL-MOGUL: PepsiAmericas Seeks Okay on US$6MM Claims Payment
FAIRCHILD SEMICONDUCTOR: Debt Refinancing Cues S&P to Up Ratings

MBIA INC: Has No Reason to Deploy US$1.1 Bil. Offering Proceeds
PRIMUS TELECOM: Posts US$3 Mil. Net Loss in Qtr. Ended March 31
SHARPER IMAGE: Asks Court to Approve Asset Sale Procedures


P A N A M A

DIGICEL GROUP: Wins Concession License in Panama


P U E R T O  R I C O

DIRECTV GROUP: To Raise Up to US$2.5 Billion in Debt
DIRECTV GROUP: Moody's Rates Unit's US$1.35 Billion Notes at Ba3
DIRECTV GROUP: S&P Places BB Rating on Unit's US$1.35 Bil. Notes


T R I N I D A D  &  T O B A G O

HILTON HOTELS: To Terminate Lease Pact for Tobago Unit on May 15


V E N E Z U E L A

CHRYSLER LLC: Fitch Cuts Issuer Default Rating to B from B+
PETROLEOS DE VENEZUELA: Unit Restarts at Amuay After Maintenance
* VENEZUELA: Fitch Puts BB- Rating on Two US$2 Billion Eurobonds


                         - - - - -


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

ALITALIA SPA: AirOne Links With Berlusconi Adviser on Stake Sale
----------------------------------------------------------------
AirOne S.p.A. is in contact with Bruno Ermolli, an adviser to
Italy's Prime Minister-elect Silvio Berlusconi in charge of
finding a local buyer for the government's 49.9% stake in
Alitalia S.p.A., various reports say, citing AirOne board member
Giovanni Malago.

As reported in the TCR-Europe on April 23, 2008, AirOne S.p.A.,
banks led by Intesa Sanpaolo S.p.A. and Italian businessmen led
by Mr. Ermolli may form a consortium to bid for Alitalia.

AirOne will own 40% of the bidding vehicle, the banks will
control 40% and Mr. Bruno's group will hold 20%.

Mr. Berluconi has been insisting that an Italian consortium will
present a binding offer for Italy's 49.9% stake in Alitalia.

                         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.


ALITALIA SPA: Unicredit Denies Possible Bid With Lufthansa
----------------------------------------------------------
UniCredit S.p.A. has denied a report that it had contacts with
Deutsche Lufthansa AG over a possible bid for the Italian
government's 49.9% stake in Alitalia S.p.A.

An Il Messaggero report said that UniCredit chief executive
Alessandro Profumo had met with Lufthansa executive to discuss
the German carrier's possible role in re-launching Alitalia.

The report added that Lufthansa might acquire a stake in
Alitalia if conditions are right.

As reported in the TCR-Europe on March 12, 2008, Lufthansa Chief
Executive Wolfgang Mayrhuber said the carriuer is not interested
in acquiring Alitalia.  Mr. Mayhuber stressed that though
Lufthansa is planning to participate in mergers in Europe's
airline industry, it is currently not eyeing Alitalia.

                         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.


AUTOMOVILES GONZALEZ: Claims Verification Deadline Is July 8
------------------------------------------------------------
The court-appointed trustee for Automoviles Gonzalez S.A.'s
bankruptcy proceeding, will be verifying creditors' proofs of
claim until July 8, 2008.

The trustee will present the validated claims in court as
individual reports on Sept. 3, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Redley Argentina 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 Automoviles
Gonzalez's accounting and banking records will be submitted in
court on Oct. 15, 2008.

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

The debtor can be reached at:

          Automoviles Gonzalez S.A.
          Avenida Juan Bautista Alberdi 5930
          Buenos Aires, Argentina


COOPERATIVA DE TRABAJO: Files for Reorganization in Court
---------------------------------------------------------
Cooperativa de Trabajo Servigraf Limitada has requested for
reorganization approval after failing to pay its liabilities.

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

The case is pending in the National Commercial Court of First
Instance in Buenos Aires.


GEOMED SRL: Proofs of Claim Verification Is Until June 10
---------------------------------------------------------
The court-appointed trustee for Geomed S.R.L.'s bankruptcy
proceeding, will be verifying creditors' proofs of claim until
June 10, 2008.

The trustee will present the validated claims in court as
individual reports on July 24, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Geomed 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 Geomed's accounting
and banking records will be submitted in court on
Sept. 18, 2008.

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


MAPFRE ARGENTINA ART: Moody's Ups IFS Rating to Ba3 After Review
----------------------------------------------------------------
Moody's Latin America has upgraded MAPFRE Argentina ART SA's and
MAPFRE Argentina Seguros de Vida SA's global local currency
insurance financial strength ratings to Ba3 from B1 and their
national scale rating to Aa2.ar from Aa3.ar.  The outlook for
all ratings is now stable.  This concludes the review for
possible upgrade initiated on Dec. 12, 2007.

According to Moody's, MAPFRE Argentina Seguros de Vida's ratings
upgrade reflects its strong profitability, with a five-year
return on equity average of 19.3% (and over 43% over the last
three years), its improving capitalization, and its relatively
low product risk with little interest rate and liquidity
exposure.  Moody's also noted that MAPFRE Argentina Seguros de
Vida's ratings benefit from the support of its ultimate parent,
MAPFRE S.A. (based in Madrid, Spain), through the sharing of the
brand and past capital contributions, as well as though intra-
group reinsurance arrangements, whereby the company transfers
risk to the group's reinsurer, MAPFRE Re.  MAPFRE Argentina
Seguros de Vida's ratings are constrained by the company's
relatively high concentration of investments in speculative-
grade assets, its relatively modest size in the local life
insurance market -- although improving -- and Argentina's
sovereign risk and poor operating environment.

Commenting on the rating upgrade of MAPFRE Argentina ART's,
Moody's noted that the company's credit profile benefits from
the support of its parent company and affiliates, by the
company's relatively strong franchise in the local workers'
compensation market -- ranked third with 10.7% share -- and by
its solid earnings, with a five-year average return on equity of
16.2%.  These strengths are mitigated by the company's
considerably high gross underwriting leverage, by the relative
concentration of its investment portfolio in high-risk assets
(e.g. Argentina government bonds, rated B3) and by the country's
high sovereign risk and poor operating environment.  Moody's
added that the regulatory risk associated with the workers
compensation segment in Argentina is also a negative factor for
MAPFRE Argentina ART's ratings.

The rating agency added that MAPFRE's significant presence in
Latin America -- as one of the largest property and casualty and
life insurers in the region -- and Argentina's strategic
importance to the major Spanish insurance conglomerate are also
important considerations to the group's local workers
compensation and life insurance operations.

Moody's most recent rating action on MAPFRE Argentina's
operations took place on Dec. 12, 2007, when the agency affirmed
MAPFRE Argentina Seguros' Ba3/Aa2.ar IFS ratings and placed the
B1/Aa3.ar IFS ratings of MAPFRE Argentina Seguros de Vida and
MAPFRE Argentina ART on review for a possible upgrade.

These ratings were upgraded with a stable outlook:

MAPFRE Argentina ART SA:

  -- Global local currency insurance financial strength rating
     to Ba3 from B1 and national scale to Aa2.ar from Aa3.ar

MAPFRE Argentina Seguros de Vida SA:

  -- Global local currency insurance financial strength rating
     to Ba3 from B1 and national scale to Aa2.ar from Aa3.ar

Based in Buenos Aires, MAPFRE Argentina ART SA and MAPFRE
Argentina Seguros de Vida SA are wholly-owned subsidiaries of
MAPFRE S.A., headquartered in Madrid, Spain.  For the first six
months of 2008 fiscal year, beginning on July 1, MAPFRE
Argentina ART and MAPFRE Argentina Seguros de Vida reported
total gross premium of ARS195.4 million and ARS39.6 million,
respectively, and net income of ARS7.9 million and ARS5.3
million respectively.  On Dec. 31, 2007, MAPFRE Argentina ART
posted total assets of ARS277.2 million and shareholders' equity
of ARS63.3 million, while MAPFRE Argentina Seguros de Vida
posted total assets of ARS85.9 million and shareholders' equity
of ARS29.2 million.


MAPFRE ARGENTINA: Moody's Ups IFS Rating to Ba3 Following Review
----------------------------------------------------------------
Moody's Latin America has upgraded MAPFRE Argentina ART SA's and
MAPFRE Argentina Seguros de Vida SA's global local currency
insurance financial strength ratings to Ba3 from B1 and their
national scale rating to Aa2.ar from Aa3.ar.  The outlook for
all ratings is now stable.  This concludes the review for
possible upgrade initiated on Dec. 12, 2007.

According to Moody's, MAPFRE Argentina Seguros de Vida's ratings
upgrade reflects its strong profitability, with a five-year
return on equity average of 19.3% (and over 43% over the last
three years), its improving capitalization, and its relatively
low product risk with little interest rate and liquidity
exposure.  Moody's also noted that MAPFRE Argentina Seguros de
Vida's ratings benefit from the support of its ultimate parent,
MAPFRE S.A. (based in Madrid, Spain), through the sharing of the
brand and past capital contributions, as well as though intra-
group reinsurance arrangements, whereby the company transfers
risk to the group's reinsurer, MAPFRE Re.  MAPFRE Argentina
Seguros de Vida's ratings are constrained by the company's
relatively high concentration of investments in speculative-
grade assets, its relatively modest size in the local life
insurance market -- although improving -- and Argentina's
sovereign risk and poor operating environment.

Commenting on the rating upgrade of MAPFRE Argentina ART's,
Moody's noted that the company's credit profile benefits from
the support of its parent company and affiliates, by the
company's relatively strong franchise in the local workers'
compensation market -- ranked third with 10.7% share -- and by
its solid earnings, with a five-year average return on equity of
16.2%.  These strengths are mitigated by the company's
considerably high gross underwriting leverage, by the relative
concentration of its investment portfolio in high-risk assets
(e.g. Argentina government bonds, rated B3) and by the country's
high sovereign risk and poor operating environment.  Moody's
added that the regulatory risk associated with the workers
compensation segment in Argentina is also a negative factor for
MAPFRE Argentina ART's ratings.

The rating agency added that MAPFRE's significant presence in
Latin America -- as one of the largest property and casualty and
life insurers in the region -- and Argentina's strategic
importance to the major Spanish insurance conglomerate are also
important considerations to the group's local workers
compensation and life insurance operations.

Moody's most recent rating action on MAPFRE Argentina's
operations took place on Dec. 12, 2007, when the agency affirmed
MAPFRE Argentina Seguros' Ba3/Aa2.ar IFS ratings and placed the
B1/Aa3.ar IFS ratings of MAPFRE Argentina Seguros de Vida and
MAPFRE Argentina ART on review for a possible upgrade.

These ratings were upgraded with a stable outlook:

MAPFRE Argentina ART SA:

  -- Global local currency insurance financial strength rating
     to Ba3 from B1 and national scale to Aa2.ar from Aa3.ar

MAPFRE Argentina Seguros de Vida SA:

  -- Global local currency insurance financial strength rating
     to Ba3 from B1 and national scale to Aa2.ar from Aa3.ar

Based in Buenos Aires, MAPFRE Argentina ART SA and MAPFRE
Argentina Seguros de Vida SA are wholly-owned subsidiaries of
MAPFRE S.A., headquartered in Madrid, Spain.  For the first six
months of 2008 fiscal year, beginning on July 1, MAPFRE
Argentina ART and MAPFRE Argentina Seguros de Vida reported
total gross premium of ARS195.4 million and ARS39.6 million,
respectively, and net income of ARS7.9 million and ARS5.3
million respectively.  On Dec. 31, 2007, MAPFRE Argentina ART
posted total assets of ARS277.2 million and shareholders' equity
of ARS63.3 million, while MAPFRE Argentina Seguros de Vida
posted total assets of ARS85.9 million and shareholders' equity
of ARS29.2 million.


REDLEY ARGENTINA: Proofs of Claim Verification Is Until May 12
--------------------------------------------------------------
Tito Gargaglione, the court-appointed trustee for Redley
Argentina SA's bankruptcy proceeding, will be verifying
creditors' proofs of claim until May 12, 2008.

Mr.  Gargaglione will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 9 in Buenos Aires, with the assistance of Clerk
No. 18, 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 Redley Argentina 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 Redley Argentina's
accounting and banking records will be submitted in court.

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

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

The debtor can be reached at:

           Redley Argentina SA
           Cullen 5399
           Buenos Aires, Argentina

The trustee can be reached at:

           Tito Gargaglione
           Medrano 833
           Buenos Aires, Argentina



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

ADG II: Proofs of Claim Filing Deadline Is May 21
-------------------------------------------------
ADG II Trading Limited's creditors are given until May 21, 2008,
to prove their claims to Beverly Mathias, the company's
liquidator, or be excluded from receiving any distribution or
payment.

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

ADG II's shareholders agreed on May 2, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

      Beverly Mathias
      c/o Argonaut Limited
      Argonaut House, 5 Park Road
      Hamilton HM O9, Bermuda


ADG II: Sets Final Shareholders Meeting for June 9
--------------------------------------------------
ADG II Trading Limited will hold its final general meeting on
June 9, 2008, at 9:30 a.m. at Argonaut Limited, Argonaut House,
5 Park Road, Hamilton HM O9, Bermuda.

These matters will be taken up during the meeting:

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

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

   -- passing of a resolution dissolving the
      company.

ADG II's shareholders agreed on May 2, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

      Beverly Mathias
      c/o Argonaut Limited
      Argonaut House, 5 Park Road
      Hamilton HM O9, Bermuda


AHL DIVERSIFIED: Proofs of Claim Filing Is Until May 21
-------------------------------------------------------
AHL Diversified Guaranteed Limited's creditors are given until
May 21, 2008, to prove their claims to Beverly Mathias, the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

AHL Diversified's shareholders agreed on May 2, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

      Beverly Mathias
      c/o Argonaut Limited
      Argonaut House, 5 Park Road
      Hamilton HM O9, Bermuda


AHL DIVERSIFIED: Sets Final Shareholders Meeting for June 10
------------------------------------------------------------
AHL Diversified Guaranteed II Limited will hold its final
general meeting on June 10, 2008, at 9:30 a.m. at Argonaut
Limited, Argonaut House, 5 Park Road, Hamilton HM O9, Bermuda.

These matters will be taken up during the meeting:

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

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

   -- passing of a resolution dissolving the
      company.

AHL Diversified's shareholders agreed on May 2, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

      Beverly Mathias
      c/o Argonaut Limited
      Argonaut House, 5 Park Road
      Hamilton HM O9, Bermuda


BLUMONT MAN: Proofs of Claim Filing Is Until May 21
---------------------------------------------------
Blumont Man Yield Fund Ltd.'s creditors are given until
May 21, 2008, to prove their claims to Beverly Mathias, the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

Blumont Man's shareholders agreed on May 5, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

      Beverly Mathias
      c/o Argonaut Limited
      Argonaut House, 5 Park Road
      Hamilton HM O9, Bermuda


BLUMONT MAN: Sets Final Shareholders Meeting for June 11
--------------------------------------------------------
Blumont Man Yield Fund Ltd. will hold its final general meeting
on June 11, 2008, at 9:30 a.m. at Argonaut Limited, Argonaut
House, 5 Park Road, Hamilton HM O9, Bermuda.

These matters will be taken up during the meeting:

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

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

   -- passing of a resolution dissolving the
      company.

Blumont Man's shareholders agreed on May 5, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

      Beverly Mathias
      c/o Argonaut Limited
      Argonaut House, 5 Park Road
      Hamilton HM O9, Bermuda


COMET FINANCE: Proofs of Claim Filing Is Until May 21
-----------------------------------------------------
Comet Finance Ltd's creditors are given until May 21, 2008, to
prove their claims to Robin J. Mayor, the company's liquidator,
or be excluded from receiving any distribution or payment.

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

Comet Finance's shareholders agreed on May 1, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

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


COMET FINANCE: Sets Final Shareholders Meeting for June 11
----------------------------------------------------------
Comet Finance Ltd will hold its final general meeting on
June 11, 2008, at 9:30 a.m. at Messrs. Conyers Dill & Pearman,
Clarendon House, Church Street, Hamilton, Bermuda.

These matters will be taken up during the meeting:

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

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

   -- passing of a resolution dissolving the
      company.

Comet Finance's shareholders agreed on May 1, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

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


FOSTER WHEELER: Earns US$138.1 Million in Quarter Ended March 31
----------------------------------------------------------------
Foster Wheeler Ltd. reported net income for the first quarter of
2008 of US$138.1 million compared with US$114.8 million for the
same period in 2007.  Net income in the first quarter of 2008
was aided by a net asbestos-related gain of US$14.2 million.  
Excluding the gain, net income in the first quarter of 2008 was
a record US$123.9 million.

First-quarter 2008 consolidated EBITDA (earnings before interest
expense, income taxes, depreciation and amortization) was a
record US$195.3 million, compared with US$162.3 million in the
first quarter of 2007.  Excluding the net asbestos-related gain
noted above, consolidated EBITDA in the first quarter of 2008
was a record US$181.1 million.

Commenting on the company's quarterly results, Foster Wheeler's
Chairman and Chief Executive Officer, Raymond J. Milchovich,
said, "Our net income, as adjusted, in the first quarter of 2008
was a record and was up markedly from the average quarter of
2007.  The results were largely attributable to the sharply
improved performance of our Global Power Group and continued
operational and commercial excellence in our Global Engineering
and Construction Group."

Mr. Milchovich noted, "Our businesses witnessed very strong
market demand during the quarter, and we expect both groups to
have a very good year.  In our E&C business, the market segments
we serve continue to be very robust.  Demand in the refining and
petrochemical sectors is very strong.  And in the LNG market,
where demand continues to grow strongly and where we have a
strong presence, we signed pre-FEED contracts in the first
quarter for two significant planned LNG liquefaction
investments.  Our Global Power Group had a terrific quarter and,
overall, the markets we serve remain strong.  However, of late
we have noticed a change in the tone of the solid-fuel boiler
market, primarily in North America.  We are beginning to see
instances of delays in certain projects that we view as
prospects.  Environmental considerations have imposed restraints
on clients regarding the progress of some projects.  In
addition, and to varying degrees, clients have expressed
concerns regarding cost inflation and slower economic growth in
the North American market."

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

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 28, 2008, Moody's Investors Service upgraded Foster
Wheeler LLC's corporate family rating to Ba2 from Ba3, and
raised its probability of default Rating to Ba2 from Ba3.  The
outlook continues to be positive.

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


LIBERTY ERMITAGE: Proofs of Claim Filing Deadline Is May 21
-----------------------------------------------------------
Liberty Ermitage Cash Funds Limited's creditors are given until
May 21, 2008, to prove their claims to David Morrissey, the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

Liberty Ermitage's shareholders agreed on May 6, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

      David Morrissey
      Conyers Dill & Pearman, Liquidation Department
      Clarendon House, Church Street
      Hamilton, HM DX, Bermuda


LIBERTY ERMITAGE: Sets Final Shareholders Meeting for June 11
-------------------------------------------------------------
Liberty Ermitage Cash Funds Limited will hold its final general
meeting on June 11, 2008, at 9:30 a.m. at Messrs. Conyers Dill &
Pearman, Clarendon House, Church Street, Hamilton, Bermuda.

These matters will be taken up during the meeting:

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

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

   -- passing of a resolution dissolving the
      company.

Liberty Ermitage's shareholders agreed on May 6, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

      David Morrissey
      Conyers Dill & Pearman, Liquidation Department
      Clarendon House, Church Street
      Hamilton, HM DX, Bermuda


MAKENA LTD: Liquidators Released, Company Dissolved
---------------------------------------------------
Makena Ltd.'s liquidators Peter C.B. Mitchell and Nigel
Chatterjee have been released as ordered by the Supreme Court of
Bermuda on May 1, 2008.  The company has been dissolved.

As reported in the Troubled Company Reporter-Latin America on
April 2, 2008, Messrs. Mitchell and Chatterjee applied to the
Supreme Court of Bermuda for their release.  


NORTH AMERICAN: Sets Final Shareholders Meeting for June 26
-----------------------------------------------------------
North American Manufacturers Insurance Company Limited will hold
its final general meeting on June 26, 2008, at 10:00 a.m. at  
Sofia House, 1st Floor, 48 Church Street, Hamilton, Bermuda.

These matters will be taken up during the meeting:

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

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

   -- passing of a resolution dissolving the
      company.

North American's shareholders agreed to place the company into
voluntary liquidation under Bermuda's Companies Act 1981.  On
May 5, 2008, the shareholders accepted Marco Montarsolo's
resignation as the firm's liquidator and approved the
appointment of Heidi Daniels-Roque as the new liquidator.

The liquidator can be reached at:

      Heidi Daniels-Roque
      Sofia House, 1st Floor
      48 Church Street
      Hamilton, Bermuda


PANTHER RE: S&P Withdraws Term B Loan's BB+ Rating on Request
-------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its 'BBB+'
counterparty credit rating on Panther Re Bermuda Ltd.'s senior
secured Term A loan and its 'BB+' rating on the Panther Re's
subordinated Term B loan at the issuer's request.  The rating
withdrawal follows early repayment of the obligations in full,
which in turn follows the early termination of the reinsurance
agreement between Panther Re and Hiscox-Syndicate 0033.  The
early termination of this agreement reflects changes in the
prevailing market conditions for property catastrophe excess-of-
loss reinsurance.

Panther Re Bermuda Limited, based in Bermuda, is a licensed
Class 3 reinsurer that has entered into a collateralized quota
share reinsurance treaty with its sole client, Lloyd's Syndicate
33, as managed and underwritten by Hiscox Syndicates Limited.


STEAMBOAT RE: Proofs of Claim Filing Is Until May 21
----------------------------------------------------
Steamboat Re Ltd.'s creditors are given until May 21, 2008, to
prove their claims to Robin J. Mayor, the company's liquidator,
or be excluded from receiving any distribution or payment.

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

Steamboat Re's shareholders agreed on May 1, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

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


STEAMBOAT RE: Sets Final Shareholders Meeting for June 11
---------------------------------------------------------
Steamboat Re Ltd. will hold its final general meeting on
June 11, 2008, at 9:30 a.m. at Messrs. Conyers Dill & Pearman,
Clarendon House, Church Street, Hamilton, Bermuda.

These matters will be taken up during the meeting:

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

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

   -- passing of a resolution dissolving the
      company.

Steamboat Re's shareholders agreed on May 1, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

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


TWENTY FIRST: Court Appoints Liquidators for Firm
-------------------------------------------------
The Supreme Court of Bermuda has appointed Charles Thresh and
Kevin Mawer as liquidators of Twenty First Century Holdings Ltd.

The liquidators can be reached at:

          Charles Thresh
          KPMG Advisory Limited
          P.O. Box HM 906
          Hamilton, HM DX
          Bermuda

          Kevin Mawer
          KPMG LLP
          8 Salisbury Square
          London
          EC4Y 8BB
          United Kingdom
          Telephone: (020) 7311 1000
          Fax: (020) 7311 3311



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


BANCO BMG: To Sell US$150 Million of Three-Year Bonds Next Week
---------------------------------------------------------------
Banco BMG SA will offer US$150 million of three-year bonds to
global investors next week, Guillermo Parra-Bernal of Bloomberg
News reports, citing a person familiar with the matter.

The person, who refused to be identified, told Bloomberg that
the bank will pay interest of about 7.375 percent, adding that
the notes will be listed under the short-term note program for
Reg S in Luxembourg.

The sale will be handled by BCP Securities LLC of Greenwich,
Connecticut, UBS AG, and BES Investimento, Bloomberg cites the
unnamed source as saying.

According to the report, the bank sold US$250 million of two-
year notes in the past two months at a discount to yield 7
percent.

Banco BMG is the Brazilian banking arm of Grupo BMG, which also
has real estate, food manufacturing and agro industry holdings.  
The bank is a niche player focused on loans to civil servants,
with repayments taken monthly from payrolls.  BMG operates
mainly through in-house representatives in state companies.  It
also offers leasing and asset management services.

                         *     *     *

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 on Banco BMG S.A. to 'BB-'
from 'B+'.  The rating was removed from CreditWatch Positive
where it was placed June 11, 2007.  S&P said the outlook is
stable.

On March 10, 2008, Moody's Investors Rating gave Banco BMG's
US$250 million issue a Ba1 long-term foreign currency debt
rating with a stable outlook and the bank's US$1 billion note
program a Ba1 long-term foreign currency rating with a stable
outlook and a Not Prime short-term foreign currency rating.


BOMBARDIER INC: Moody's Holds Ba2 Ratings on Improved Operations
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for
Bombardier Inc. to positive from stable and affirmed the
company's Ba2 corporate family, Ba2 senior unsecured and SGL-2
liquidity ratings.

The outlook change reflects Moody's belief that Bombardier's
record backlog levels and strong demand from international end-
markets positions the company for continued revenue growth,
profitability improvements and cash flow generation into the
medium term.  Coupled with the meaningful reduction in debt
levels that occurred towards the end of the company's last
fiscal year, the balance of the company's key credit metrics are
likely to evidence continuing improvement, bolstering support
for upwards rating momentum.

These ratings have been affirmed:

   -- Corporate family rating at Ba2

   -- Probability of default rating at Ba2

   -- Senior unsecured debt rating at Ba2 (to LGD4, 52% from
      LGD4, 54%)

   -- Speculative grade liquidity rating at SGL-2

Outlook Actions:

   -- Outlook, Changed To Positive From Stable

"Bombardier's sizeable backlog in each of its two business
segments positions the company for further growth and margin
improvement beyond the gains achieved in fiscal 2008", Darren
Kirk, lead analyst with Moody's said.

Bombardier's fiscal 2008 operating results evidenced continued
improvement driven by strong demand for business jets,
turboprops and Transportation segment products and services.  A
prolonged period of declining demand for regional jet products
appears to have stabilized, which also contributed to the good
results.  Despite the poor financial condition of the airline
industry and challenging economic backdrop in the U.S., reducing
dependence on the U.S. market for cyclical aerospace activity
and record backlog levels in each of Bombardier's business
segments, provide the basis for continued operating momentum.
Targeted operating margins of 8% in the Aerospace segment have
essentially been attained while Transportation segment margins
continue to improve toward the company's goal of 6% by fiscal
2010.  The company's ability to further enhance current coverage
and cash flow metrics through sustained margin improvement
remains a key factor influencing the rating.

Lower interest costs associated with recent debt reductions
should amplify improvement to key credit metrics through fiscal
2009 from levels that have in recent history constrained the Ba2
rating.  Bombardier's liquidity profile is good summarized by
significant balance sheet cash with no near term debt
maturities, and a positive free cash flow profile. Lack of
committed bank operating lines for funded borrowing constrains
the liquidity rating at SGL-2.

The Company's good liquidity profile and favorable cash flow
trends may eventually be counterbalanced by incremental
financial and operating risks associated with the potential
investment in the CSeries mainline aircraft.

"The company's improving credit profile should nonetheless
provide the capacity to absorb these risks within context of its
rating and outlook", Kirk added.

Headquartered in Canada, Bombardier Inc. --
http://www.bombardier.com/-- (TSE:BBD.B) manufactures
innovative transportation solutions, from regional
aircraft and business jets to rail transportation equipment,
systems and services.

The company manufactures rail equipment through its Bombardier
Transportation unit.  Bombardier Transport's Europe management
office is located in Germany. The company also has production
facilities in France, Spain, Switzerland, Belgium, Italy,
Austria, Hungary, Czech Republic, Poland, Denmark, Sweden,
Norway an the United Kingdom.  Other production facilities are
located at Brazil, China, India and Australia.


BANCO INDUSTRIAL: Earns BRL91.9 Million in First Quarter 2008
-------------------------------------------------------------
Banco Industrial e Comercial S.A. a.k.a. BicBanco's net profit
increased 90.5% to BRL91.9 million in the first quarter 2008,
from the first quarter 2007.

Business News Americas relates that BicBanco's return on equity
decreased to 25.1% in the first quarter 2008, from 39.3% in the
same period last year.  Its shareholders' equity rose 177% to
BRL1.63 billion.  Its net interest income grew 71.4% to
BRL185 million.  

According to BNamericas, BicBanco expanded its loan book by
54.7% to BRL7.77 billion in the first quarter of this year,
compared to the same quarter last year.  The bank specializes in
middle-market lending.  Its working capital loans increased 109%
to BRL4.25 billion.  Its trade financing rose 16.4% to
BRL1.47 billion.  Its guaranteed accounts increased 41.8% to
BRL1.07 billion.

BicBanco's Vice President and Investor Relations Officer Milton
Bardini said, "The demand for corporate credit remained high."

BNamericas notes that BicBanco's payroll loans in the consumer
loan segment declined 3% to BRL443 million in March 2008, from
March 2007.  Its personal loans stayed flat at BRL137 million.  
Its loan-loss provisions rose 42.9% to BRL147 million.

Mr. Bardini told BNamericas that BicBanco "stuck with its
projections of 50% lending growth" and 25% return on equity for
2008.

According to the report, BicBanco had BRL7.68 billion in funding
in the first quarter 2008, about 49.3% greater than the same
period last year, with BRL5.05 billion from the domestic market,
BRL1.52 billion from trade finance funding, and BRL1.11 billion
from international markets.

BicBanco's assets increased 38.0% to BRL10.9 billion in the
first quarter 2008, compared to the first quarter 2007,
BNamericas states.

Banco Industrial e Comercial S.A. is headquartered in Sao Paulo,
Brazil with BRL$11 billion (US$6.2 billion) in total assets and
BRL$1.6 billion (US$882.6 million) in equity as of Dec. 31,
2007.

                            *    *    *

As reported in the Troubled Company Reporter-Latin America on
March 1, 2007, Standard & Poor's Ratings Services assigned its
'B+' counter party credit rating to Banco Industrial e Comercial
SA.  S&P said the outlook is stable.


BANCO ITAU: Eyes US$90 Mln. Net Profit in South American Units
--------------------------------------------------------------
Banco Itau Holding Financeira SA's Latin American Chief
Executive Officer Ricardo Marino said in a conference call that
the bank expects a US$90 million net profit from its units in
Argentina, Chile, and Uruguay this year, Business News Americas
reports.

According to BNamericas, Banco Itau's Argentine, Chilean, and
Uruguayan units reported a combined BRL28 million in recurring
net income in the first quarter 2008.  Each of the unit
performed "very differently."

BNamericas notes that Mr. Marino said Banco Itau's projections
"are based purely on organic growth."  Banco Itau is open to
further acquisitions in Argentina, Chile, and Uruguay, Mr.
Marino added.

BNamericas says that Chile, Banco Itau's largest foreign
operation, represents 70% of its total foreign assets, or
BRL9.94 billion.  Mr. Marino told BNamericas that the bank's
Chilean assets rose 20.9% in March 2008, compared to March 2007,
due to increased demand for real estate and foreign trade
financing.  The Chilean unit's first quarter BRL30 million net
profit was mainly due to a 14.2% increase in the bank's credit
portfolio.  The bank would launch a local stock brokerage unit
in July, Mr. Marino added.

BNamericas relates that "Itau Argentina's net income was flat in
the first quarter, as BRL27 million of net interest income was
offset by a BRL46 million charge in non-interest expenses
arising from increased personnel expenses under a union
agreement and bonus payments."  Consolidated assets in Argentina
rose 7.5% to BRL2.08 billion in the first quarter 2008, compared
to the same quarter last year, as corporate customers increased
their demand for credit transactions and time deposits.  Mr.
Marino told BNamericas that Banco Itau's expansion plan in
Argentina through 2010 involves launching new branches in the
provinces.  The bank may also purchase assets in the country,
Mr. Marino added.  

Banco Itau's units in Argentina, Chile, and Uruguay increased
their combined lending by 52.2% to BRL10.4 billion in the year
ended March 31, 2008, compared to the previous period, driven by
loans to businesses, BNamericas relates.

The report says that Mr. Marino criticized a recent measure
disclosed by the Uruguayan central bank that ordered local banks
to hike deposit reserves called "encajes" to curb rising
inflation and a stronger peso.  Beginning June 1, banks will
have to allot 25% of "30-day peso-denominated deposits compared
to 17% today, and 35% instead of 25% in the case of foreign
currency deposits.  The central bank will also stop remunerating
those deposit reserves."

Mr. Marino told BNamericas that "the loss cannot be recovered in
the short term" and Banco Itau is studying with private banking
association Abpru if banks should pass on the cost of the
measures to customers through loan rate increases.  Mr. Marino
said that he expected that private banks will lose US$50
million, or almost as much as they earned in 2007, because of
the measures.  BNamericas notes that Uruguay's 13 banks reported
a combined UYU1.39 billion profit in 2007.

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

                         *     *     *

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


BRASKEM SA: Net Profit Up 204% to BRL83 Million in 1st Qtr. 2008
----------------------------------------------------------------
Braskem SA recorded strong growth in sales to the domestic
market in the first quarter of 2008, driven by the 7% expansion
in thermoplastic resin (polyethylene, polypropylene and PVC)
sales volume, especially PVC, whose sales grew 13%, reflecting
the heating up of the civil construction market.  The
acceleration in demand contributed to the 21% growth in net
revenues in dollars, the currency of reference for the
petrochemical sector, compared to the same period of 2007,
totaling US$2.5 billion, equivalent to BRL4.4 billion.

"Braskem maintained its level of operational excellence,
together with important advances in our growth agenda with the
creation of value, where it is necessary to underscore the
inauguration of the Paulinia Unit and conclusion of the
acquisition of Politeno and the Ipiranga Group petrochemical
assets," said Braskem president, Jose Carlos Grubisich.  "This
performance allows us to continue responding to the sustained
growth of the Brazilian economy and to quickly approach the goal
to position the company among the ten most important
petrochemical industries in the world."

The good performance of its industrial units permitted Braskem
to sustain production at high levels.  In this context, it is
worth underscoring the historical production record achieved in
the first quarter by the PVC units with 130 thousand tons
manufactured during the period, incorporating productivity and
operational reliability gains.

As a result of stoppages for scheduled maintenance for the
second quarter at the Copesul and Camacari Units, Braskem
further focused its attention on the domestic market.  Due to
this strategy, exported resin volume was lower with a 38%
reduction for polyethylene and polypropylene.  The increase in
resin prices in the international market compensated the drop in
volume, permitting revenues of US$509 million exports, with a 1%
growth compared to the first quarter of 2007, equivalent to 20%
of net revenue.

Braskem's consolidated EBITDA for the first quarter was BRL583
million compared to the BRL853 million for the same period last
year.  This drop reflects the negative impact from the strong
increase in raw material and energy prices.  For comparison
purposes, the average price for naphtha increased 55% over this
period, jumping from US$555 per ton to US$842, with an
additional impact of a cost greater than US$550 million. In
dollars, consolidated EBITDA reached US$336 million. The EBITDA
margin grew nearly 13.2%, in line with the profitability
verified in 4T07.

Braskem's net profits in the first quarter reached BRL83
million, which represented a 204% increase in relation to the
BRL27 million in profits verified in the fourth quarter of 2007.  
Compared to the first quarter of last year, net profits fell
BRL45 million.

                          About Braskem

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

                          *     *    *

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


COMPANHIA SIDERURGICA: 1Q 2008 Net Debt Drops to BRL4.8 Billion
---------------------------------------------------------------
Companhia Siderurgica Nacional S.A. released its results for the
first quarter of 2008:

   -- Companhia Siderurgica Nacional reported a first quarter
      2008 net income of BRL767 million, 51% up on the previous
      quarter and flat over the first quarter 2007, when the
      company recognized non-recurring gains of BRL255 million
      (net) from the transaction involving the offer for all the
      shares of the UK-based Corus group;

   -- Steel product sales volume totaled 1.4 million tones in
      first quarter 2008, a new first quarter record, 17% up on
      the first quarter of 2007 and flat when compared to fourth
      quarter 2007, a period when sales are traditionally higher
      prior to the end-of-year holidays;

   -- The domestic market accounted for 80% of quarterly sales
      volume and the exports for 20%.  In March 2008, the ratio
      of sales on the domestic market, where margins are
      traditionally higher, over total sales volume reached the
      record level of 84%;

   -- First quarter net revenue totaled BRL3 billion, a
      quarterly record, 22% up year-on-year and slightly more
      than the fourth quarter 2007, when sales are traditionally
      higher;

   -- The company recorded a 38% share of the domestic flat
      steel market, led by tin plate, galvanized, hot-rolled and
      cold-rolled which posted respective growth of 1%, 4%, 3%
      and 6% over fourth quarter 2007;

   -- First quarter 2008 EBITDA came to BRL1.3 billion, 26% more
      than in the first quarter 2007 and 1% higher than in
      fourth quarter 2007, while the EBITDA margin stood at 42%,
      1.5 p.p. wider year-on-year and flat in quarter-over-
      quarter terms.  In the last seven years, Companhia
      Siderurgica Nacional's EBITDA margin has never fallen
      below 40%;

   -- Net debt closed the quarter at BRL4.8 billion, BRL1.3
      billion down on the first quarter 2007 and stable in
      relation to the previous quarter, even after the dividend
      payment and investments of BRL800 million and BRL400
      million, respectively.  The LTM net debt/EBITDA ratio
      stood at 0.93 and the debt-to-equity ratio at 2.17.

Headquartered Sao Paolo, Brazil, Companhia Siderurgica Nacional
S.A. -- http://www.csn.com.br/-- produces, sells, exports and  
distributes steel products, like hot-dip galvanized sheets, tin
mill products and tinplate.  The company also runs its own iron
ore, manganese, limestone and dolomite mines and has strategic
investments in railroad companies and power supply projects.  
The group also operates in Brazil, Portugal and the U.S.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 27, 2007, Standard & Poor's Ratings Services revised its
outlook on Brazil-based steel maker Companhia Siderurgica
Nacional and related entity National Steel S.A. to positive from
stable.  At the same time, Standard & Poor's affirmed its 'BB'
corporate credit rating on CSN and its 'B+' rating on NatSteel.


COMPANHIA SIDERURGICA: Plans Terminal Expansion & New Facilities
----------------------------------------------------------------
Companhia Siderurgica Nacional SA will expand two cargo
terminals and construct two new facilities in Sepetiba, Rio de
Janeiro, for the next five years for almost US$2.3 billion,
Business News Americas reports.

BNamericas relates that Sepetiba Tecom, one of the terminals,
should increase its capacity to 1.3 million twenty-foot
equivalent units per year, from the current 600,000 twenty-foot
equivalent units per year.   It will be able to handle six
million tons per year.  Companhia Siderurgica told BNamericas
that Works for Sepetiba Tecom will be completed in 2011.

The report says that Sepetiba Tecar, the other terminal, will
receive investments of US$790 million through 2012.  The
terminal already received received US$236 million.  Expansion on
the terminal will allow Companhia Siderurgica to export an
additional 100 million tons per year in iron ore.  Works for the
terminal will be completed by 2013.

BNamericas notes that the Logistics Support Center and the Lago
da Pedra private port, the two new terminals Companhia
Siderurgica is planning to construct, will increase iron ore
export capacity.  Logistics Support will receive US$202 million
investments over the next five years.  It is designed to handle
900,000, 20-foot equivalent units per year.  Meanwhile, the Lago
de Pedra port is receiving US$791 million to be invested in
piers and in a retro area in the port.  The port will handle 60
million tons per year of iron ore, 11 million tons per year of
steel products, 12 million tons per year of coal, and 1,000
twenty-foot equivalent units yearly.  The two terminals will
start operations by 2013.  They will have an administrative
building, a distribution center, and warehouses for empty and
full containers, the news agency adds.

Companhia Siderurgica's Logistics Director Davi Cade  believes
ports in Brazil and around the world are congested and there is
a need for larger areas for maneuvering.

Headquartered Sao Paolo, Brazil, Companhia Siderurgica Nacional
S.A. -- http://www.csn.com.br/-- produces, sells, exports and
distributes steel products, like hot-dip galvanized sheets, tin
mill products and tinplate.  The company also runs its own iron
ore, manganese, limestone and dolomite mines and has strategic
investments in railroad companies and power supply projects.
The group also operates in Brazil, Portugal and the U.S.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 27, 2007, Standard & Poor's Ratings Services revised its
outlook on Brazil-based steel maker Companhia Siderurgica
Nacional and related entity National Steel S.A. to positive from
stable.  At the same time, Standard & Poor's affirmed its 'BB'
corporate credit rating on CSN and its 'B+' rating on NatSteel.


ENERGIAS DO BRASIL: Net Income Up 28.3% to BRL164.2MM in 1Q 2008
----------------------------------------------------------------
Energias do Brasil SA released its results for the first quarter
of 2008.  The information is presented on a consolidated basis
in accordance with Brazilian Corporate Law and is based on
reviewed financial information.  The independent auditors did
not review the operating information.  Amounts are expressed in
thousands of Reais, except where otherwise stated.

Highlights:

   -- Energy volumes distributed in 2007 totaled 25,029 GWh,
      4.5% more than recorded in 2006.  Volumes were Energy
      volumes distributed in first quarter 2008 totaled 6,286
      GWh, 2.3% more than recorded in first quarter 2007.

   -- Enertrade's volumes grew 5.2% in first quarter 2008
      compared with first quarter 2007, totaling 1,789 GWh.

   -- Energy volumes sold by the generation business in first
      quarter 2008 amounted to 1,538 GWh, a year-over-year
      increase of 13.7%.

   -- Net operating revenue was BRL1,285.5 million in first
      quarter 2008, 15.4% more than first quarter 2007, mainly
      due to the growth in sold and commercialized energy
      volumes, and the increase in average prices.

   -- Manageable costs, excluding depreciation and amortization,
      remained stable in relation to first quarter 2007, the
      main highlight here being the reduction in the Provisions
      and Others accounts.

   -- EBITDA for first quarter 2008 reached BRL383.4 million, a
      year-over-year increase of 13.2%.  Particularly notable
      was the growth of 86% in the generation segment's EBITDA,
      which amounted to BRL176.1 million.

   -- Net income amounted to BRL164.2 million, 28.3% up from
      first quarter 2007.

   -- Capital expenditures were BRL155.8 million in first
      quarter 2008, a rise of 69.7% against first quarter 2007,
      largely due to repowering projects at the Mascarenhas,
      Suica and Rio Bonito hydroelectric power plants and the
      construction of the Santa Fe small hydroelectric power
      plant.

   -- Energias do Brasil has opted to invest in the development
      of two natural gas-fired thermoelectric power plants, the
      Resende and Norte Capixaba plants, each with an installed
      capacity of 500 MW.  This reflects the company's
      recognition of the need to expand the share of thermal
      capacity in the Brazilian energy matrix.  The
      implementation of these plants is contingent on the
      appropriate commercial and financial conditions for the
      sale of energy and, in the case of the Norte Capixaba
      plant, on environmental licensing.

Energias do Brasil S.A. is an integrated utility group
controlled by Energias de Portugal, with activities in
generation, distribution and commercialization of electricity.  
Its power distribution subsdiaries Bandeirante, Escelsa and
Enersul represent altogether some 64% of consolidated total
assets, while the power generation assets represent some 31%.

                          *     *     *

In May 2007, Moody's Investors Service placed a Ba2 long-term
corporate family rating on Energias do Brasil.


FIAT SPA: Iveco Division Defers Entry Into the United States
------------------------------------------------------------
Iveco, a division of Fiat SpA, has deferred its possible entry
into the U.S. market, Reuters reports citing Iveco CEO Mr. Paolo
Monferino.  

Reuters relates Mr. Monferino as saying that the move to the
United States is currently "on stand-by."  Fiat CEO Sergio
Marchionne however expressed that the issue would likely be
decided by the end of the first quarter, Reuters adds.

                          About Iveco

Iveco designs, manufactures, and markets a broad range of light,
medium and heavy commercial vehicles, off-road trucks, city and
intercity buses and coaches as well as special vehicles for
applications such as fire fighting, off-road missions, defence
and civil protection.

Iveco employs over 24,500 people and runs 28 production units in
16 Countries in the world using excellent technologies developed
in 5 research centres. Besides Europe, the company operates in
China, Russia, Australia, Argentina, Brazil, and South Africa.
More than 4,600 service outlets in over 100 Countries guarantee
technical support wherever in the world an Iveco vehicle is at
work.

                        About Fiat S.p.A.

Based in Turin, Italy, Fiat SpA -- http://www.fiatgroup.com/--       
designs, manufactures, and sells automobiles, trucks, wheel
loaders, excavators, telehandlers, tractors and combine
harvesters.  Outside Europe, the company has subsidiaries in the
United States, Japan, India, China, Mexico, Brazil and
Argentina.

                          *     *     *

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


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


FORD MOTOR: Fitch Says Ratings Outlook Remains Negative
-------------------------------------------------------
Fitch Ratings has published these comments regarding its
Outlooks for Ford and General Motors following their first
quarter earnings.

As economic conditions and high gas prices continue to erode
North American unit sales at Ford and GM, the companies remain
in the middle stages of their lengthy restructuring efforts.
Although both companies have achieved substantial reductions in
fixed costs, primarily through headcount reductions, Ford and GM
will continue to experience heavy cash drains in 2008 and
reduced liquidity.  In the absence of a rebound in economic
conditions and industry sales through 2009, both companies are
likely to remain cash flow negative during this period.

Fitch currently has an Issuer Default Rating (IDR) of 'B' with a
Negative Outlook for both Ford and GM, and both ratings are
expected to remain on negative outlook until a clearer path
toward positive cash flow is established.  Given progress on its
restructuring program and its product profile, Ford may achieve
this during 2008, while liquidity drains in 2008 at GM pose a
risk of a further downgrade in the rating.

FORD:

Ford has demonstrated considerable progress in its restructuring
efforts - to its fixed costs, manufacturing footprint, and
product profile -- which could result in a Stable rating at some
point in 2008 if cost efforts and product competitiveness
continue along the same trendline.  Ford's reported financial
results over the next several quarters will continue to reflect
the benefits of the company's restructuring efforts,
particularly resulting from its hourly buyout programs. (Please
see Fitch's press release of Feb. 14, 2008).  Ford has also
benefited from having numerous local operating agreements in
place prior to negotiation of the national contract, resulting
in better integration and smoother implementation of the
downsizing efforts. Capacity and headcount reductions are
proceeding on plan.

Ford's consolidated results will remain dependent on the
critical North American pickup market, and the company is
unlikely to return to positive free cash flow until the pickup
market rebounds along with economic conditions.  In any
scenario, 2009 results should benefit from the introduction of
the new F-Series. Unit sales in the smaller end of its lineup
(Fusion, Escape, Focus) have recently held up well, providing a
modest level of support for consolidated results.  The company's
Edge crossover, and two new product introductions this year, the
Flex and the Lincoln MKS sedan, are also expected to provide
support for volumes.  Ford's quality performance could also have
a growing impact on longer-term operating results.  
International operations have demonstrated improvement,
providing a modest positive to the company's consolidated
profile.

Heavy cash drains are projected through 2008 and into 2009, but
liquidity is adequate and sufficient to weather moderating
operating losses, restructuring costs, and weak economic
conditions through 2009.  Ford has also undertaken a number of
equity-for-debt swaps over the past year in an effort to
moderate the leverage and financial impact of the restructuring
efforts, an effort that Fitch expects will continue.  The recent
share purchases by Kirk Kerkorian are not a factor in the
rating.  Although Mr. Kerkorian has historically been an
activist investor across his investments, including actions that
have not been bondholder-friendly, in the case of Ford, the
interest of bondholders and equity holders are currently very
much aligned.

GENERAL MOTORS:

At GM, North American operating losses and restructuring costs
are likely to further erode liquidity in 2008 and 2009.  
Liquidity has been supported by numerous asset sales, but the
lack of further asset sales is likely to mean an accelerated
decline in the short term and could result in a downgrade of GM
in 2008.  Additional debt financings could boost liquidity, but
high debt levels and financing costs, coupled with lower
interest income, will take a toll on operating cash flows.

Fitch believes that inadequate contribution margins across a
number of the company's products and production facilities will
require further restructuring efforts and the closure of 2-4
assembly plants in addition to what has been announced to date.

In addition, the continuing American Axle strike, GM's
difficulty in negotiating local operating agreements (that have
resulted in further labor actions), and the lack of resolution
to the Delphi situation will delay GM's ability to realize fixed
cost reductions and other purchasing, materials and production
efficiencies in the near term.  This will most likely prevent GM
from reversing negative cash flows through 2009. GM's
international operations continue to be a growing strength for
the company's credit profile.

Rating factors that could trigger a downgrade include:

    -- Consolidated 2008 cash drains in excess of US$8 billion,
       which results in liquidity dropping below US$20 billion;

    -- Lack of progress in reducing fixed costs, combined with a
       reduction in international profitability;

    -- Double-digit production cuts in North America throughout
       2008 resulting from a more severe decline in economic
       conditions or deterioration in GM's product
       competitiveness.

    -- Material capital infusion into GMAC.

The ratings are unaffected by the pending debt exchange at
ResCap or any associated impact on GMAC.  Given GM's focus on
maintaining liquidity to finance North American operating
losses, restructuring expenditures and the recent VEBA
agreement, Fitch views it as unlikely that GM would inject any
additional capital into GMAC, and any material assistance is not
incorporated in the rating.  Fitch's most recent recovery
analysis had severely discounted asset values of GM's ResCap and
GMAC holdings, and did not incorporate expectations of any
dividends or capital contributions.  Fitch does not believe that
the challenges at GMAC and ResCap would measurably impact sales
or production at GM.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles  
in 200 markets across six continents.  With about 260,000
employees and about 100 plants worldwide, the company's core and
affiliated automotive brands include Ford, Jaguar, Land Rover,
Lincoln, Mercury, Volvo, Aston Martin, and Mazda.  The company
provides financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.


GENERAL MOTORS: Fitch Says Ratings Could Face Likely Downgrade
--------------------------------------------------------------
Fitch Ratings has published these comments regarding its
Outlooks for Ford and General Motors following their first
quarter earnings.

As economic conditions and high gas prices continue to erode
North American unit sales at Ford and GM, the companies remain
in the middle stages of their lengthy restructuring efforts.
Although both companies have achieved substantial reductions in
fixed costs, primarily through headcount reductions, Ford and GM
will continue to experience heavy cash drains in 2008 and
reduced liquidity.  In the absence of a rebound in economic
conditions and industry sales through 2009, both companies are
likely to remain cash flow negative during this period.

Fitch currently has an Issuer Default Rating (IDR) of 'B' with a
Negative Outlook for both Ford and GM, and both ratings are
expected to remain on negative outlook until a clearer path
toward positive cash flow is established.  Given progress on its
restructuring program and its product profile, Ford may achieve
this during 2008, while liquidity drains in 2008 at GM pose a
risk of a further downgrade in the rating.

FORD:

Ford has demonstrated considerable progress in its restructuring
efforts - to its fixed costs, manufacturing footprint, and
product profile -- which could result in a Stable rating at some
point in 2008 if cost efforts and product competitiveness
continue along the same trendline.  Ford's reported financial
results over the next several quarters will continue to reflect
the benefits of the company's restructuring efforts,
particularly resulting from its hourly buyout programs. (Please
see Fitch's press release of Feb. 14, 2008).  Ford has also
benefited from having numerous local operating agreements in
place prior to negotiation of the national contract, resulting
in better integration and smoother implementation of the
downsizing efforts. Capacity and headcount reductions are
proceeding on plan.

Ford's consolidated results will remain dependent on the
critical North American pickup market, and the company is
unlikely to return to positive free cash flow until the pickup
market rebounds along with economic conditions.  In any
scenario, 2009 results should benefit from the introduction of
the new F-Series. Unit sales in the smaller end of its lineup
(Fusion, Escape, Focus) have recently held up well, providing a
modest level of support for consolidated results.  The company's
Edge crossover, and two new product introductions this year, the
Flex and the Lincoln MKS sedan, are also expected to provide
support for volumes.  Ford's quality performance could also have
a growing impact on longer-term operating results.  
International operations have demonstrated improvement,
providing a modest positive to the company's consolidated
profile.

Heavy cash drains are projected through 2008 and into 2009, but
liquidity is adequate and sufficient to weather moderating
operating losses, restructuring costs, and weak economic
conditions through 2009.  Ford has also undertaken a number of
equity-for-debt swaps over the past year in an effort to
moderate the leverage and financial impact of the restructuring
efforts, an effort that Fitch expects will continue.  The recent
share purchases by Kirk Kerkorian are not a factor in the
rating.  Although Mr. Kerkorian has historically been an
activist investor across his investments, including actions that
have not been bondholder-friendly, in the case of Ford, the
interest of bondholders and equity holders are currently very
much aligned.

GENERAL MOTORS:

At GM, North American operating losses and restructuring costs
are likely to further erode liquidity in 2008 and 2009.  
Liquidity has been supported by numerous asset sales, but the
lack of further asset sales is likely to mean an accelerated
decline in the short term and could result in a downgrade of GM
in 2008.  Additional debt financings could boost liquidity, but
high debt levels and financing costs, coupled with lower
interest income, will take a toll on operating cash flows.

Fitch believes that inadequate contribution margins across a
number of the company's products and production facilities will
require further restructuring efforts and the closure of 2-4
assembly plants in addition to what has been announced to date.

In addition, the continuing American Axle strike, GM's
difficulty in negotiating local operating agreements (that have
resulted in further labor actions), and the lack of resolution
to the Delphi situation will delay GM's ability to realize fixed
cost reductions and other purchasing, materials and production
efficiencies in the near term.  This will most likely prevent GM
from reversing negative cash flows through 2009. GM's
international operations continue to be a growing strength for
the company's credit profile.

Rating factors that could trigger a downgrade include:

    -- Consolidated 2008 cash drains in excess of US$8 billion,
       which results in liquidity dropping below US$20 billion;

    -- Lack of progress in reducing fixed costs, combined with a
       reduction in international profitability;

    -- Double-digit production cuts in North America throughout
       2008 resulting from a more severe decline in economic
       conditions or deterioration in GM's product
       competitiveness.

    -- Material capital infusion into GMAC.

The ratings are unaffected by the pending debt exchange at
ResCap or any associated impact on GMAC.  Given GM's focus on
maintaining liquidity to finance North American operating
losses, restructuring expenditures and the recent VEBA
agreement, Fitch views it as unlikely that GM would inject any
additional capital into GMAC, and any material assistance is not
incorporated in the rating.  Fitch's most recent recovery
analysis had severely discounted asset values of GM's ResCap and
GMAC holdings, and did not incorporate expectations of any
dividends or capital contributions.  Fitch does not believe that
the challenges at GMAC and ResCap would measurably impact sales
or production at GM.

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


INDEPENDENCIA SA: Moody's Rates Proposed US$250 Mil. Notes at B2
----------------------------------------------------------------
Moody's upgraded Independencia SA's local currency corporate
family rating and senior unsecured rating to B2 from B3 and
assigned a B2 rating to its proposed guaranteed senior unsecured
notes of approximately US$250 million due in 2015 to be issued
by Independencia International Ltd. and unconditionally
guaranteed by Independencia, subject to closing.  The rating
outlook is stable.  This rating action concludes the review
initiated on March 31, 2008.

"The upgrade of Independencia's rating reflects the company's
successful growth over the past years in terms of revenues,
slaughterhouses and geographic diversification in terms of
number of states, reducing significantly the company's
vulnerability to trade embargos from importing countries," said
Moody's Vice-President Senior Analyst, Soummo Mukherjee.  "At
the same time, the upgrade also recognizes the company's
continued progress in terms of improved corporate governance and
financial disclosure standards."

Independencia increased its number of slaughterhouses from five
to twelve and slaughter operations from three to seven states
since Moody's first assigned a rating in January, 2007.  With
the acquisition of Goias Carne in July 2007 and the construction
and leasing of four additional facilities, Independencia's daily
slaughter capacity is expected to approach 11,000 heads per day
in 2008 from 6,900 heads per day at the end of 2007, which will
significantly boost its revenues and EBITDA in 2008 and reduce
leverage to levels comfortably below 4.0 times on a Net Debt to
EBITDA basis.

Moody's expects the net proceeds of the proposed issuance to be
used to repay existing short-term debt, thus allowing the
company to maintain a comfortable cushion with regard to its Net
Debt/EBITDA financial covenant in its existing senior unsecured
bonds that steps-down from 4.25 times to 4.0 times at the end of
2008, with additional step downs in 2009 and 2010.  Moody's has
reviewed preliminary legal documentation for the transaction.  
The rating assumes there will be no material variation from the
drafts reviewed and that all legal agreements are legally valid,
binding and enforceable.

Although Independencia's operating margins may be pressured by
rising cattle purchase costs, margins should remain above the
industry average because of the company's ability to customize
specific production requests in terms of packaging, cuts and
serving sizes.

Upgrades:

Independencia International Ltd.:

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B2
     from B3

Independencia SA:

  -- Corporate Family Rating, Upgraded to B2 from B3

Assignments:

Independencia International Ltd.:

  -- Senior Unsecured Regular Bond/Debenture, Assigned B2

Outlook Actions:

Independencia International Ltd.:

  -- Outlook, Changed To Stable From Rating Under Review

Independencia SA:

  -- Outlook, Changed To Stable From Rating Under Review

The stable outlook is based on the expectation that
Independencia will be able to offset higher cattle prices and
impacts from trade embargos and maintain relatively stable
EBITDA margins and implement its plans to significantly
increase its sales volume.

Independencia's rating could come under downward pressure if
sufficient cushion on its financial covenants for its bonds is
not maintained or if liquidity becomes constrained due to the
loss of key export markets, since the company relies on
continued access to pre-export bank credit.  Quantitatively,
ratings could also be downgraded if Debt/EBITDA increases to
above 4.5 times.

The rating or outlook could be upgraded if the company increases
its size, scale and diversification, improves its financial
reporting and corporate governance standards, and reduces
Debt/EBITDA to below 3.5 times on a sustainable basis.

Headquartered in Cajamar, Sao Paulo, Brazil, Independencia SA is
Brazil's fourth largest producer of fresh and frozen beef and
the second largest producer of wet blue leather with twelve beef
slaughtering and deboning facilities, two jerked beef plants and
four storage facilities located in the seven Brazilian States:
Goias, Mato Grosso do Sul, Mato Grosso, Minas Gerais, Sao Paulo,
Rondonia and Tocantins.


INDEPENDENCIA SA: S&P Gives B Rating to Unit's US$250 Mil. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'B' long-
term corporate credit rating on meat processing company,
Independencia S.A.  The outlook is positive.  At the same time,
S&P affirmed its 'B' rating on the company's US$225 million,
long-term international bonds due in 2017.
     
S&P also assigned its 'B' rating to Independencia International
Ltd.'s approximately US$250 million, seven-year senior unsecured
bond.  The company is a wholly owned subsidiary of Independencia
Alimentos Ltda., based in the Cayman Islands.  Independencia SA
will unconditionally and irrevocably guarantee the notes.  The
proceeds will be used to refinance existing short-term
maturities due in 2008-2009.  At Dec. 31, 2007, the company's
outstanding pro forma debt was US$576 million, while cash and
market securities totaled US$46 million.
      
"The ratings on Independencia reflect our opinion that company's
consistently higher-than-market average operational efficiency,
measured by its EBITDA margin, will allow it to maintain
adequate credit metrics, despite higher total debt in the
current and next fiscal year," said S&'s credit analyst Vivian
Zietemann.  In addition, S&P expects the company to implement
its growth strategy at a slower pace, so that its leverage
ratios will not deteriorate aggressively.  Moreover,
Independencia has improved its geographic distribution of
assets; the acquisition of Goias Carne and the rental of assets
have lessened the company's asset concentration in restricted
areas.  S&P also expects Independencia's short-term debt
maturities, which are due in mid-2008, to be refinanced with the
proposed debt issue.  On the other hand, S&P believes the
ratings on the company remain constrained by the company's
exposure to the volatile and highly competitive global fresh-
meat industry; its high dependence on a commoditized product
portfolio, with a concentration in the fresh-beef business; its
highly leveraged financial risk profile; and its comparatively
weaker cash flow protection measures due to additional debt from
the acquisition of Goias Carne.
     
The positive outlook reflects S&P's view that Independencia will
continue reporting stronger-than-market average EBITDA margins
in the 14%-16% range.  The outlook also assumes that the
company's credit metrics in the medium-to-long term could
improve because of increasing scale and stronger cash flows.  If
Independencia consistently reports improving credit metrics,
such as an FFO-to-total debt ratio of about 15% and a total
debt-to-EBITDA ratio below 4.0, and sustains higher EBITDA
margins than those of peers, S&P could raise the rating.  The
outlook could be revised to stable if local or international
market conditions worsen, leading to margin deterioration and an
FFO-to-total debt ratio consistently below 10%.  Also, if the
company's debt increases beyond S&P's initial expectations, the
rating agency could revise the outlook to stable.

Headquartered in Cajamar, Sao Paulo, Brazil, Independencia SA is
Brazil's fourth largest producer of fresh and frozen beef and
the second largest producer of wet blue leather with twelve beef
slaughtering and deboning facilities, two jerked beef plants and
four storage facilities located in the seven Brazilian States:
Goias, Mato Grosso do Sul, Mato Grosso, Minas Gerais, Sao Paulo,
Rondonia and Tocantins.


SPANSION INC: Fitch Affirms Issuer Default Rating at B-
-------------------------------------------------------
Fitch Ratings has affirmed these ratings on Spansion Inc.:

     -- Issuer Default Rating at 'B-';

     -- US$175 million senior secured revolving credit facility
        due 2010 at 'B/RR3';

     -- US$625 million senior secured floating rate notes due
        2013 at 'B/RR3';

     -- US$225 million of 11.25% senior unsecured notes due 2016
        at 'CCC/RR6'; and

     -- US$207 million of 2.25% convertible senior subordinated
        debentures due 2016 at 'CCC-/RR6'.

The Rating Outlook remains Negative.  Approximately
US$1.2 billion of debt securities are affected.

Ratings concerns and the Negative Outlook center on:

i) Fitch's primary credit concern centers on Spansion's weak
liquidity position and limited financial flexibility, which
worsened during the first fiscal quarter ended March 30, 2008
due to ongoing cash usage.  Nonetheless, Fitch believes the
company's plans for meaningfully lower capital spending in the
second half of 2008 and, likely, for 2009, should enable
modestly positive free cash flow over this time-frame.  In the
first quarter ended March 30, 2008, free cash flow was negative
US$171 million, as Spansion continued facilitizing its leading
edge manufacturing facility (SP1), which it funded with
increased borrowings by under revolving credit facilities,
reducing available borrowing capacity to just over US$100
million.

ii) Ongoing operating losses, despite the company's increased
market share and richer sales mix.  After consistently improving
profitability in 2007, Spansion's operating margins declined
meaningfully to a Fitch-estimated negative 17.8% for the first
quarter ended March 31, 2008 versus negative 10.7% for the
comparable prior year quarter, driven by higher than anticipated
operating expenses.  Nonetheless, Fitch expects the company's
profitability will gradually improve throughout 2008 as it ramps
SP1 and continues marginally internalizing currently outsourced
manufacturing.  Fitch believes significant profitability
expansion will be somewhat constrained by a weakening operating
environment, particularly as the company continues to gain share
with leading global handset OEMs, who are predicting lower than
anticipated demand for 2008 and higher mix of low-cost devices
being sold into developing markets.

iii) reduced albeit still substantial ongoing capital spending
and research and development (R&D) requirements, which should
exceed 30% of sales in 2008;

iv) Spansion's current limited diversification beyond NOR flash
memory markets (although emerging products are expected to
address certain NAND and DRAM markets), which Fitch believes
reduces the company's tolerance for shortfalls in the commercial
success of its technology roadmap or delays in transitioning to
ever smaller circuitry nodes.  Fitch believes Spansion's leading
competitors, Numonyx B.V. and Samsung Electronics Co., benefit
from greater financial flexibility and, therefore, are better
able to withstand challenging operating environments.

The ratings are supported by Fitch's expectations that:

i) Spansion will continue to gain market share in the NOR flash
memory market over the next few years, driven by ongoing
industry consolidation, including an opportunity to become a
second source supplier for customers of Intel Corp. and
STMicroelectronics N.V., which recently formed a NOR flash
memory joint venture (JV), Numonyx;

ii) beyond the near-term, Spansion's significant recent
investments in leading edge manufacturing technology and ongoing
transition to smaller circuit geometries, as well as development
of foundry partnerships, should enable the company to achieves
sustainable operating profitability through a normalized cycle;

iii) Spansion's technology roadmap, including its MirrorBit and
ORNAND architectures, will expand the company's addressable
market beyond NOR flash memory, potentially strengthening
Spansion's longer-term unit growth and profitability prospects.

Free cash flow for the second quarter of 2008 meaningfully below
Fitch's expectations (negative US$150 million) could result in
negative rating actions.  Fitch also believes that negative
rating actions could result from cash usage in the third or
fourth quarters in the absence of additional committed funding.  
At the same time, Fitch believes the ratings could be stabilized
by the company bolstering liquidity with positive free cash flow
and/or proceeds from selling non-core assets.

As of March 30, 2008, Spansion's liquidity was weak and
supported by: i) approximately US$455 million of cash and cash
equivalents, of which approximately US$120 million consisted of
auction rates securities that Fitch believes, given current
market conditions, remain illiquid; ii) approximately US$102
million of availability under the company's revolving credit
facilities (subject to certain borrowing base limitations),
including Spansion Inc's US$175 million senior secured revolving
credit facility due September 2010 supporting liquidity in the
U.S. and JPY 14 billion (approximately US$140 million as of Mar.
30, 2008) senior secured revolving credit facility due December
2009 supporting the company's wholly-owned subsidiary, Spansion
Japan's, liquidity.

Spansion's total debt as of Mar. 30, 2008 was US$1.7 billion and
Fitch believes consisted of: i) approximately US$380 million
outstanding under a JPY 48.8 billion (approximately US$484
million as of Mar. 30, 2008) Spansion Japan's senior secured
credit facility expiring 2010; ii) approximately US$625 million
of floating rate senior secured notes due 2013; iii)
approximately US$225 million of 11.25% senior unsecured notes
due 2016; iv) US$207 million of 2.25% exchangeable senior
subordinated debentures due 2016; and v) approximately US$208
million of other debt, including the aforementioned borrowings
under various credit facilities and capital leases.

The Recovery Ratings and notching reflect Fitch's expectation
that Spansion's enterprise value, and hence recovery rates for
its creditors, will be maximized as a going concern rather than
as in liquidation under a distressed scenario.  The lower
recovery ratings incorporate Spansion's meaningful decline in
operating EBITDA and increased debt levels over the past several
quarters, as well as a greater proportion of secured debt within
the capital structure.  Fitch's analysis assumes Spansion is not
restricted by covenants or borrowing bases to fully draw down on
its existing bank credit facilities.

Given the erosion of Spansion's profitability to nearly
distressed levels over the past several quarters, Fitch has
reduced the discount to operating EBITDA (in estimating
distressed operating EBITDA) for 2007 to 25% from the previous
discount of 55%.  Fitch believes of US$800 million of rated
senior secured debt, including US$625 million of senior secured
floating rate notes and a fully drawn US$175 million U.S.
revolving bank credit facility, would recover 51%-70% in a
reorganization scenario, resulting in a 'RR3' recovery rating.  
A waterfall analysis provides 0%-10% recovery for the
approximately US$225 million of rated senior unsecured debt and
US$207 million of senior subordinated notes, both resulting in a
recovery rating of 'RR6'.

Headquartered in Sunnyvale, California, Spansion Inc. (NASDAQ:
SPSN) -- http://www.spansion.com/-- designs, develops,
manufactures, markets and sells flash memory solutions for
wireless, automotive, networking and consumer electronics
applications.  Spansion(R), the Spansion Logo(R), MirrorBit(R),
MirrorBit(R) Eclipse(TM), ORNAND(TM), ORNAND2(TM), HD-SIM(TM)
and combinations thereof, are trademarks of Spansion LLC.  
Spansion, the Spansion Logo and MirrorBit are registered in the
US and other countries.

The company's European unit, Spansion EMEA, is based is France.  
Spansion Japan Limited, is the company's unit and is
headquartered in Japan.  It has sales offices in Latin American
countries including Brazil and Mexico.


NET SERVICOS: Launches Digital TV High Definition Transmission
--------------------------------------------------------------
Net Servicos de Comunicacao SA has launched Net Digital HD Max,
a high definition transmission for digital TV in Rio de Janeiro.

Business News Americas relates that Net Digital will allow
viewers to watch shows in the wide screen format.  The viewers
will have the option of recording shows on the "set-top box,
which have a hard disk similar to those inside computers."  
Subscription fee for the service is BRL799 while the monthly fee
is at BRL19.90.  The subscriber must select one of Net Servicos'
packages of digital channels.

Net Digital had already been launched in Belo Horizonte and Sao
Paulo; Net Servicos intends to expand the service to 30 more
cities in two months where it has transmission of digital
signal, BNamericas states.

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

                         *     *     *

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


PROPEX INC: Can Exercise Business Judgment for Idle Assets
----------------------------------------------------------
The Hon. John Cook of the U.S. Bankruptcy Court for the Eastern
District of Tennessee authorized Propex Inc. and its debtor-
affiliates to exercise their business judgment in determining
whether to sell, dispose of, or transfer certain miscellaneous
property, up to an aggregate of US$500,000.

Before disposition of any miscellaneous property, the Debtors
will provide its Official Committee of Unsecured Creditors a
notice of, and information about, the disposition, the Court
held.  The Creditors Committee then has seven business days to
notify the Debtors, in writing, of any objection.

The Debtors are authorized to complete the proposed transaction,
if the Creditors Committee does not timely notify them of an
objection, the Court stated.  However, if the Creditors
Committee timely objects, the Debtors will not close on the
proposed transaction without receiving either the Creditor
Committee's consent, or the Court's order.

The Debtors will provide the Creditors Committee and the DIP
Lenders with a report describing any sale, disposal or transfer
of the Miscellaneous Property, on or before the 20th day of
every month, beginning May 2008.

The sale, disposal or transfer of the Miscellaneous Property
will be deemed to have been made free and clear of any and all
liens, claims and encumbrances.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-
10249).  The debtors' has selected Edward L. Ripley, Esq., Henry
J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  As of Sept. 30, 2007, the
debtors' balance sheet showed total assets of US$585,700,000 and
total debts of US$527,400,000.  The Debtors' exclusive period to
file a plan of reorganization expires on May 17, 2008.

(Propex Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


PROPEX INC: Wants Court to Reject Two Chattanooga Office Leases
---------------------------------------------------------------
Propex Inc. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Eastern District of Tennessee to
reject two office leases covering their location at 6025 Lee
Highway, in Chattanooga that they no longer need.

The Leases are:
                                                      
   (a) a lease between the Debtors, as lessee, and The Raines
       Group, Inc., as managing agent for Chattanooga-Lee, LLC,
       dated February 14, 2006, as amended on October 5, and
       December 24, 2007; and

   (b) a lease between the Debtors and Raines Group, dated
       October 26, 2006, as amended on December 24, 2007.

The Debtors vacated the leases on April 30, 2008, and will turn
over full and complete access of the lease premises to the
landlord on that date.

According to Edward L. Ripley, Esq., at King & Spalding, LLP, in
Houston, Texas, vacating and turning over the space provided
under the Leases, along with the rejection of the leases, will
save the Debtors approximately US$5,230 each month.  "Immediate
rejection of these leases is in the best interest of the
Debtors' estates," he says.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-
10249).  The debtors' has selected Edward L. Ripley, Esq., Henry
J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  As of Sept. 30, 2007, the
debtors' balance sheet showed total assets of US$585,700,000 and
total debts of US$527,400,000.  The Debtors' exclusive period to
file a plan of reorganization expires on May 17, 2008.

(Propex Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


TELE NORTE: Will Invest BRL100 Million on System Upgrade
--------------------------------------------------------
Brazilian news daily Folha de S Paulo reports that Tele Norte
Leste Participacoes SA will invest BRL100 million for the
upgrade of its network signaling system with a 100% locally
developed software.

Business News Americas relates that Tele Norte signed contracts
for the first BRL50 million of the investment with government
technology research institute Centro de Pesquisa e
Desenvolvimento em Telecomunicacoes.

According to BNamericas, the replacement system is based on
"7IP" technology.  It will "leave the network suitably adapted
for the implementation of fixed line number portability."

The report says that Tele Norte expects the fixed line number
portability system to be ready in Espirito Santo in August 2008.  
Number portability will be available in 16 states by March 2009.  
The service will be deployed last in Sao Paulo, Rio de Janeiro,
Minas Gerais, and Parana.  National telecoms equipment
manufacturers Tropico and AsGa are providing the number
portability system.

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.



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

BENTEN LIMITED: Proofs of Claim Filing Deadline Is Until May 15
---------------------------------------------------------------
Benten Limited's creditors have until May 15, 2008, to prove
their claims to Joshua Grant and Bobby Toor, 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.

Benten Limited's shareholder decided on April 2, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

              Joshua Grant and Bobby Toor
              c/o Maples Finance Limited,
              P.O. Box 1093GT, Grand Cayman,
              Cayman Islands


DAIKOKUTEN LIMITED: Proofs of Claim Filing Deadline Is May 15
-------------------------------------------------------------
Daikokuten Limited's creditors have until May 15, 2008, to prove
their claims to Joshua Grant and Bobby Toor, 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.

Daikokuten Limited's shareholder decided on April 2, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

              Joshua Grant and Bobby Toor
              c/o Maples Finance Limited,
              P.O. Box 1093GT, Grand Cayman,
              Cayman Islands


EOC CORP I: Deadline for Proofs of Claim Filing Is Until May 15
---------------------------------------------------------------
EOC Corp I's creditors have until May 15, 2008, to prove their
claims to Robert E. Bigelow III, 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.

EOC Corp's shareholder decided on April 4, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

              Robert E. Bigelow III
              c/o Blue River Asset Management, LLC
              7 North Willow Street, Suite 8A,
              Montclair, New Jersey 07042, USA


GOLD FORREST: Deadline for Proofs of Claim Filing Is May 15
-----------------------------------------------------------
Gold Forrest Holdings Limited's creditors have until May 15,
2008, to prove their claims to IPC Management Trust Reg., 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.

Gold Forrest 's shareholder decided on March 28, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

              IPC Management Trust Reg.
              c/o Staedtle 28, FL-9490
              Vaduz Principality of Liechtenstein


KHAKIS CAPITAL: Proofs of Claim Filing Deadline Is Until May 15
---------------------------------------------------------------
Khakis Capital Limited's creditors have until May 15, 2008, to
prove their claims to Wendy Ebanks and Joshua Grant, 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.

Khakis Capital's shareholder decided on March 28, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

              Wendy Ebanks and Joshua Grant
              c/o Maples Finance Limited,
              P.O. Box 1093GT, Grand Cayman,
              Cayman Islands


WESTPORT FINANCE: Deadline for Proofs of Claim Filing Is May 15
---------------------------------------------------------------
Westport Finance Ltd.'s creditors have until May 15, 2008, to
prove their claims to Mora Goddard and Joshua Grant, 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.

Westport Finance's shareholder decided on April 3, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

              Mora Goddard and Joshua Grant
              c/o Maples Finance Limited,
              P.O. Box 1093GT, Grand Cayman,
              Cayman Islands




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

AES GENER: Pulls Out Alto Maipo Project From Evaluation System
--------------------------------------------------------------
An official from the Chilean environmental authority Conama told
Business News Americas that AES Gener SA has withdrawn its Alto
Maipo hydro power project from Conama's environmental impact
evaluation system SEIA due to differences with water utility
Aguas Andinas over water rights in the Maipo river basin.

BNamericas relates that AES Gener wanted to use available water
resources to generate electricity through non-consumptive water
rights.  The rift with Aquas Andinas has affected the water flow
of El Yeso reservoir, a potable water reserve for the Santiago
capital owned by Aquas Andinas. AES Gener and Aguas Andinas had
declared in the past joint plans to build the two 530-megawatt
plants in the Maipo and Colorado rivers. However, Aguas Andinas
failed to finance projects that are unrelated to sanitation. In
May 2007, Aquas Andinas decided not to work with AES Gener for
the Maipo river basin project.

According to Chilean news daily El Mercurio, a source from
Conama said that AES Gener has modified the Alto Maipo project.
Final changes will be revealed when the AES Gener submits the
project once again to SEIA for evaluation, BNamericas said
citing the official.

As reported in the Troubled Company Reporter-Latin America on
Feb 5, 2008, AES Gener planned changes in the project after
consultations with Chilean residents.  The Alto Maipo project
includes the construction of two run-of-river plants:

   1) Alfalfal II in the Colorado sub-basin downstream from the
      Alfalfal I plant; and

   2) Las Lejas plant near the confluence of the Maipo river and
   El Manzano marsh.

According to Norway's consulting firm Norplan, "the project site
is located in the Alto Maipo Valley –- approximately 40
kilometers south-east of Santiago de Chile."

AES Gener SA is the second-largest electricity generation group
in Chile in terms of generating capacity (20% market share) with
an installed capacity of 2,428 megawatts. Gener serves both the
Central Interconnected System or SIC and the Northern
Interconnected System or SING through various subsidiaries and
related companies, including affiliate Guacolda and the
TermoAndes subsidiary. TermoAndes has a generation capacity of
642.8 megawatts, which while located in Argentina serves Chile's
SING via InterAndes transmission line. Gener also participates
in electricity generation in Colombia through Chivor
hydroelectric plant of 1,000 megawatts, and a 25% participation
in Itabo's facilities in the Dominican Republic (432.5
megawatts). Gener is 91.2% owned by AES (IDR rated 'B+' by
Fitch).


                        *     *     *

To date, AES Gener carries Moody's Investors Service's Ba2 long-
term foreign bank deposit rating with a stable outlook. The firm
also carries Standard & Poor's Ratings Services' BB+ long-term
foreign issuer credit rating with a positive outlook.


CHEMTURA CORP: S&P Cuts Ratings to BB; Still on Watch Developing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings of Chemtura Corp. to 'BB' from
'BB+'.

The ratings remain on CreditWatch with developing implications,
where they were placed Dec. 19, 2007.  The downgrade reflects
our expectation that cash flow protection measures will not
strengthen to, and be sustained at, levels appropriate for
the prior rating, although profitability should improve near
term.

"The CreditWatch developing reflects management's ongoing
consideration of strategic alternatives, which calls into
question its financial policies," said Standard & Poor's credit
analyst Wesley E. Chinn.

CreditWatch with developing implications means we could raise,
lower, or affirm the ratings, depending on management's actions.
Chemtura's diversified portfolio of specialty and industrial
chemical businesses (generating annual revenues of over US$3.5
billion) presents management with a range of options.  S&P
would lower the ratings if a leveraged buyout of the firm were
to occur or if management initiated actions detrimental to our
expectations of prospective financial metrics. Conversely, we
would raise the ratings if a substantially stronger entity
acquired Chemtura, but this does not appear to be a strong
possibility at this time.

If management's review of strategic alternatives concludes that
the company should not take any actions at this time, we could
affirm the ratings and assign a stable outlook.  This would be
based on the expectation that the company will be able to
achieve earnings progress in the next few years and that debt
levels would not experience any increase because of
acquisitions.

Overall earnings for 2008 could show good improvement from
2007's weak results, helped by a strong agricultural economy in
Europe, cost savings in pool chemicals, another strong
contribution by the performance specialties segment (mostly the
petroleum additives and urethanes businesses), and reduced
manufacturing costs and selling, general, and administrative
expenses in polymer additives.  S&P also expect operating
margins to strengthen from the lackluster 12% for 2007.  
However, the company's ability to increase selling prices and
manage the continuing inflation in raw material and energy costs
against the backdrop of a slowing U.S. economy will continue to
be major challenges and constrain consolidated earnings
progress.  If Chemtura does not initiate any strategic actions
near term, we expect acquisitions for the balance of 2008 to be
limited to bolt-on transactions.

Moreover, operating earnings for 2008 will benefit from lower
total charges associated with facility closures and severance
and impairment of long-lived assets, and reduced losses on the
sale of assets, all arising from the substantial portfolio
realignment projects of recent years.  Outlays for legacy
antitrust liabilities will also be lower.  Consequently, the
company could generate a moderate amount of discretionary cash
flow this year, which it could use to partially address $400
million of debt due in 2009.

Higher earnings as well as possible debt reduction would benefit
the key funds from operations to adjusted debt ratio, which is
expected to be in the area of 20% for 2008, up modestly from the
prior year's performance.  S&P views 20% to 25% as the target
range for that cash flow protection measure for the current
ratings.

Headquartered in Middlebury, Connecticut, Chemtura Corp.
(NYSE: CEM) -- http://www.chemtura.com/-- manufactures and   
markets specialty chemicals, crop protection products, and pool,
spa and home care products.  The company has subsidiaries in the
United Kingdom, Netherlands, Australia, China, Japan, Chile and
Mexico.


CORPORACION NACIONAL: Some Suppliers Refuse Bonus Payments
----------------------------------------------------------
Chilean news daily El Mercurio reports that some suppliers at
Corporacion Nacional del Cobre a.k.a. Codelco are refusing to
advance bonus payments to employees as agreed by the government
and outsourcing representatives.

As reported in the Troubled Company Reporter-Latin America on
May 8, 2008, protests at Codelco stopped after the government
proposed that employees get an advance on a CLP500,000 bonus
that was due to be paid by year-end.  The government agreed with
labor organization Central Unitaria de Trabajadores to obligate
Codelco's suppliers to advance CLP300,000 of the bonus.  Codelco
previously closed its El Teniente mine after the attack of
striking contract workers to buses carrying company workers.
Since the strike that started on April 16, where workers demand
bonuses and benefits, the company's production had been halted.  
As a result, the company incurred almost US$100 million on
supply services as of April 29, and contributed to a 26% gain in
copper prices this year in New York.

El Mercurio notes that some suppliers who didn't have any
representatives present during the government discussions didn't
agree to pay the advance to their workers and will not do so.  
BNamericas adds that the union representing Codelco's
outsourcers, the CTC, also didn't participate in the signing of
the bonus advance accord.

Corporacion Nacional del Cobre -- Codelco -- explores, develops,
mines and processes copper in Chile. The principal product of
the company is Grade A copper cathodes. The company, which is
owned by Chilean government, exports most of its production to
companies in Europe and Asia.



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

BANCOLOMBIA SA: Net Income is COP253.9BB in Qtr. Ended March 31
---------------------------------------------------------------
During the quarter ended March 31, 2008, Bancolombia S.A.
recorded net income of COP253.9 billion, an increase of 23% as
compared to the pro forma COP206.4 billion for the quarter ended
March 31, 2007.  This increase was mainly driven by:

   -- Net interest income that amounted to COP796.4 billion in
      quarter ended March 31, 2008, resulting in an increase of
      29.2% as compared to the pro forma figures for quarter
      ended March 31, 2007.

   -- Net fees and income from services that amounted to
      COP306.9 billion in quarter ended March 31, 2008,
      representing an increase of 15.4% as compared to the pro
      forma figures for quarter ended March 31, 2007.

   -- Other operating income that amounted to COP134.7 billion
      in quarter ended March 31, 2008, representing an increase
      of 317.1% as compared to the pro forma figures for quarter
      ended March 31, 2008.

   -- Total operating expenses that amounted to COP584.1 billion
      in quarter ended March 31, 2008.  This represents an
      increase in total operating expenses of 0.4% as compared
      to the quarter ended Dec. 31 2007, and 9.8% as compared to
      the pro forma figures for quarter ended March 31, 2007.

   -- The Bank's efficiency ratio amounted to 48.5% for quarter
      ended March 31, 2008.  Efficiency is measured as the ratio
      between operating expenses and net operating income.  The
      efficiency ratio for quarter ended March 31, 2008,
      compares favorably to the 59.9% pro forma efficiency ratio
      for quarter ended March 31, 2007.

The operating results for quarter ended March 31, 2008 were
partially off-set by:

   -- Provisions for loan and accrued interest losses that
      amounted to COP193.9 billion for quarter ended March 31,
      2008.  This represents an increase of 99.7% when compared
      to the pro forma figures for quarter ended March 31, 2007.

   -- Income tax expense for quarter ended March 31, 2008, that
      amounted to Ps 156.9 billion.  This represents an increase
      of 14.4% as compared to quarter ended Dec. 31 2007, and
      68.8% as compared to the pro forma figures for quarter
      ended March 31, 2007.
    
As of March 31, 2008, BANCOLOMBIA's net loans totaled COP36,607
billion, increasing 21% as compared to the pro forma COP30,256
billion as of March 31, 2007.  The lower loan growth rate
correlates with the higher interest rates implemented by the
Colombian Central Bank as part of a more restrictive monetary
policy intended to maintain sustainable long term growth for the
Colombian economy.

The company's ratio of past due loans to total loans as of March
31, 2008 increased to 3.4% as compared to 2.9% in quarter ended
Dec. 31 2007, and to 2.9% in quarter ended March 31, 2007.  An
increased number of delinquencies during quarter ended March 31,
2008, affected this ratio.

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
==================

SIRVA INC: First Amended Plan Gets 100% Vote from Class 1
---------------------------------------------------------
Alison M. Tearnen, senior consultant at Kurtzman Carson
Consultants LLC, notifies the U.S. Bankruptcy Court for the
Southern District of New York that all members of Class 1 -
Prepetition Facility Claims has voted to accept SIRVA, Inc., and
its debtor-affiliates' First Amended Plan Prepackaged Joint Plan
of Reorganization.

                 Number        Amount           
        Class    Accepting     Accepting        Percentage
        -----    ----------    ---------        ---------
          1      45 Ballots  US$416,796,635.36    100%

                 Number        Amount
        Class    Rejecting     Rejecting        Percentage
        -----    ---------     ---------        ----------
          1      0 Ballots    US$0.00               0%   

According to Ms. Tearnen, Highland Capital Management LP and
Highland Credit Strategies Holding Corp.'s ballot accepting the
First Amended Plan was not tabulated because Highland was not a
Class 1 claimholder as of the Record Date.

The Court, on May 2, 2008, approved the Debtors' solicitation
package and continued solicitation of votes from the holders of
Class 1 Prepetition Facility Claims, to ensure the acceptance of
the First Amended Plan.

The Debtors' continued solicitation of Class 1 did not require
solicitation from holders of Class 5-A or Class 5-B Claims, as
the Debtors deemed those classes to reject the Plan.

The Court will convene a hearing today, May 7, 2008, at 10:00
a.m., to consider confirmation of the Plan.

A full-text copy of the Debtors' First Amended Prepackaged Joint
Plan of Reorganization is available at no charge at:

   http://bankrupt.com/misc/SIRVA1stAmendedPlan.pdf

A blacklined copy of the Debtors' First Amended Prepackaged
Joint
Plan of Reorganization is available at no charge at:

   http://bankrupt.com/misc/SIRVA1stAmendedPlanBlacklined.pdf

                         About Sirva Inc.

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

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

(Sirva Inc. Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


SIRVA INC: Court Approves Pre-Packaged Plan of Reorganization
-------------------------------------------------------------
The Honorable James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York approved Sirva Inc. and its
debtor-affiliates' pre-packaged Chapter 11 Plan of
Reorganization, clearing the way for SIRVA and its subsidiaries
to emerge from Chapter 11 in short order.

"As a result of our financial restructuring, SIRVA and all of
our subsidiaries, including Allied and northAmerican, now have a
significantly stronger financial foundation," Robert W. Tieken,
chief executive officer, said.  "The balance sheet
recapitalization we undertook has reduced the Company's debt and
interest expense, enhancing our ability to compete in the moving
and relocation markets and positioning SIRVA for long-term
success."

On Feb. 5, 2008, SIRVA and most of its domestic subsidiaries
filed voluntary Chapter 11 petitions.  The court's confirmation
of the Plan, which had already received overwhelming support
from the the Debtors' secured lenders, allows SIRVA to implement
its restructuring and recapitalization.  Specifically, the Plan
reduces SIRVA's outstanding bank debt by roughly US$200 million
and annual cash interest expense by approximately US$40 million.

At the time of the Chapter 11 filing, SIRVA entered into a
US$150 million debtor-in-possession financing facility with
members of its pre-petition lender group.  Upon emergence, the
DIP financing facility will convert into a US$215 million senior
secured credit facility to fund ongoing operations and
borrowings.  Once its Plan becomes effective, SIRVA will become
a private company, and its stock will no longer be publicly
traded.

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

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

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



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

PRC LLC: Court Extends Action Removal Period to July 21
-------------------------------------------------------
The ACE American Insurance Company, ACE Property & Casualty
Insurance Company, and Illinois Union Insurance Company complain
that PRC LLC and its debtor-affiliates' Disclosure Statement
does not contain adequate information concerning the treatment
of the insurance policies between ACE and the Debtors.

According to Karel S. Karpe, Esq., at White and Williams LLP, in
New York, ACE has issued various insurance policies since 2003,
providing for prepetition and postpetition coverages to the
Debtors and possibly their non-debtor affiliates, in the form of
workers compensation and employers liability, errors &
omissions, property fire and other casualty insurance.  At
times, ACE's coverage obligation includes the duty to defend.  

The Policies require the Debtors to pay premiums, to provide
notice of claims, and to participate in the investigation and
defense of claims.  The Policies also give ACE rights to
participate in the defense and settlement of claims in instances
where ACE does not have a duty to defend.

The Policies include provisions that obligate the Debtors to
preserve and transfer to ACE any rights they may have against
others to recover all or any part of any payment that ACE makes
under the insurance policies.  All of these obligations are
ongoing and continuing.

Ms. Karpe argues that the Disclosure Statement does not contain
adequate information concerning the Debtors' proposed Plan of
Reorganization's treatment of the ACE Policies or the
consequences of that treatment.

Thus, ACE objects to the Disclosure Statement to the extent
that:

     * it indicates that insurance policies will be treated as   
       executory contracts, but does not indicate whether the
       Debtors will be assuming or rejecting any insurance
       policies or whether the Reorganized Debtors will be
       performing the Debtors' obligations under the ACE
       Policies;   

     * it preserves Debtors' rights under insurance policies,
       but says nothing about ACE's rights;  

     * it indicates that the Debtors will reject all executory
       contracts except for those included in a schedule of
       executory contracts that purportedly will be included in
       the Debtors' Plan Supplement, but the Plan Supplement
       will not be submitted until five business days before the
       deadline for approval or rejection of the Debtors'
       proposed Plan;  

     * it does not contain any provisions indicating if and how
       the Debtors' obligations under the ACE Policies will be
       performed by the Reorganized Debtors;

     * it does not contain any provisions indicating if and how
       the premiums currently owed under the ACE Policies and to
       be owed under the ACE Policies will be paid;  

     * it indicates that the Reorganized Debtors are provided
       the sole authority to object to, litigate, settle or
       adjust claims.  These provisions appear to conflict with
       the Debtors' obligations under the ACE Policies and may
       also jeopardize coverage, Mr. Karpe says;

     * it indicates that the Plan will enjoin certain claims
       against the Debtors, certain other parties, and the
       Debtors' assets.  These provisions may interfere with
       ACE's ability to investigate, defend, litigate and settle
       claims in the ordinary course of business and therefore
       possibly jeopardize coverage; and

     * it indicates that the proposed Plan will preserve
       the Debtors' rights of setoff, but expressly preclude the
       rights of setoff, recoupment or subrogation belonging to
       other parties.

Accordingly, ACE asks the U.S. Bankruptcy Court for the Southern
District of New York not to approve the Disclosure Statement
unless the objections it raised are addressed.The Honorable
Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York extended the deadline by which PRC LLC and
its debtor-affiliates must remove their prepetition actions
until the earlier of the effective date of a confirmed Chapter
11 plan, or July 21, 2008.

As of April 1, 2008, PRC LLC is a party to some non-bankruptcy
causes of actions filed in various venues throughout the United
States, each of which was filed before the date of bankruptcy.

The Debtors told the Court that their objective is to exit
bankruptcy expeditiously and, to that end, the Debtors' have
focused their efforts on preparing their bankruptcy schedules,
motions to assume or reject prepetition contracts or leases, a
disclosure statement, and a plan of reorganization.

The Debtors related that they are analyzing various aspects
of each Action, but did not believe they are able to make
informed decisions as to whether to file notices of removal in
each case by April 22, 2008.

                          About PRC LLC

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

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

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

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

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

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

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


PRC LLC: Court Extends Lease Decision Period to August 20
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the time within which PRC LLC and its debtor-affiliates
may assume or reject their unexpired leases and executory
contracts pursuant to Section 365(d)(4) of the U.S. Bankruptcy
Code to the earlier of the effective date of a confirmed Chapter
11 plan, or Aug. 20, 2008.

As reported in the Troubled Company Reporter on April 10, 2008,
the Debtors told the Court that they are party to numerous
leases of non-residential real property which, in most
instances, provide the premises used as contact centers in
connection with the Debtors' core business operations.  

Since the filing of bankruptcy, the Debtors have diligently
reviewed their business needs with respect to leased premises
and have filed several motions to reject leases.  Currently, the
Debtors lease 19 premises for which no motion to assume or
reject has been filed with the Court.  A list of these
leases is available for free at:

              http://researcharchives.com/t/s?2a5b

The Debtors' objective is to exit bankruptcy expeditiously.  To
that end, the Debtors have focused significant attention on
preparing and filing bankruptcy schedules, a disclosure
statement, and a plan of reorganization.

While the Debtors are working as expeditiously as possible to
analyze all aspects of their businesses, they did not believe it
will be possible to make an informed decision as to whether to
assume or reject all of the Leases by May 22, 2008.  The Debtors
said they do not want to forfeit any of the Leases as a result
of the "deemed rejection" provision of Section 365(d)(4).

The Debtors assured the Court that their landlords will not be
prejudiced by the requested extension.  The Debtors noted that
they are current, and intend to remain current, on their
postpetition obligations under the Leases.

                          About PRC LLC

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

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

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

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

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

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

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


PRC LLC: ACE American et al. Oppose Disclosure Statement
--------------------------------------------------------
The ACE American Insurance Company, ACE Property & Casualty
Insurance Company, and Illinois Union Insurance Company complain
that PRC LLC and its debtor-affiliates' Disclosure Statement
does not contain adequate information concerning the treatment
of the insurance policies between ACE and the Debtors.

According to Karel S. Karpe, Esq., at White and Williams LLP, in
New York, ACE has issued various insurance policies since 2003,
providing for coverages to the Debtors and possibly their non-
debtor affiliates, in the form of workers compensation and
employers liability, errors & omissions, property fire and other
casualty insurance.  At times, ACE's coverage obligation
includes the duty to defend.  

The Policies require the Debtors to pay premiums, to provide
notice of claims, and to participate in the investigation and
defense of claims.  The Policies also give ACE rights to
participate in the defense and settlement of claims in instances
where ACE does not have a duty to defend.

The Policies include provisions that obligate the Debtors to
preserve and transfer to ACE any rights they may have against
others to recover all or any part of any payment that ACE makes
under the insurance policies.  All of these obligations are
ongoing and continuing.

Ms. Karpe argues that the Disclosure Statement does not contain
adequate information concerning the Debtors' proposed Plan of
Reorganization's treatment of the ACE Policies or the
consequences of that treatment.

Thus, ACE objects to the Disclosure Statement to the extent
that:

     * it indicates that insurance policies will be treated as   
       executory contracts, but does not indicate whether the
       Debtors will be assuming or rejecting any insurance
       policies or whether the Reorganized Debtors will be
       performing the Debtors' obligations under the ACE
       Policies;   

     * it preserves Debtors' rights under insurance policies,
       but says nothing about ACE's rights;  

     * it indicates that the Debtors will reject all executory
       contracts except for those included in a schedule of
       executory contracts that purportedly will be included in
       the Debtors' Plan Supplement, but the Plan Supplement
       will not be submitted until five business days before the
       deadline for approval or rejection of the Debtors'
       proposed Plan;  

     * it does not contain any provisions indicating if and how
       the Debtors' obligations under the ACE Policies will be
       performed by the Reorganized Debtors;

     * it does not contain any provisions indicating if and how
       the premiums currently owed under the ACE Policies and to
       be owed under the ACE Policies will be paid;  

     * it indicates that the Reorganized Debtors are provided
       the sole authority to object to, litigate, settle or
       adjust claims.  These provisions appear to conflict with
       the Debtors' obligations under the ACE Policies and may
       also jeopardize coverage, Mr. Karpe says;

     * it indicates that the Plan will enjoin certain claims
       against the Debtors, certain other parties, and the
       Debtors' assets.  These provisions may interfere with
       ACE's ability to investigate, defend, litigate and settle
       claims in the ordinary course of business and therefore
       possibly jeopardize coverage; and

     * it indicates that the proposed Plan will preserve
       the Debtors' rights of setoff, but expressly preclude the
       rights of setoff, recoupment or subrogation belonging to
       other parties.

Accordingly, ACE asks the U.S. Bankruptcy Court for the Southern
District of New York not to approve the Disclosure Statement
unless the objections it raised are addressed.

                          About PRC LLC

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

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

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

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

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

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

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



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

DOLE FOOD: Posts US$28.9 Million Net Loss in Qtr. Ended March 22
----------------------------------------------------------------
Dole Food Company Inc. reported a net loss of US$28.9 million
for the first quarter ended March 22, 2008, compared to a net
loss of US$10.2 million for the period ended March 24, 2007.

For the quarter ended March 22, 2008, revenues increased 13% to
US$1.8 billion from US$1.6 billion for the quarter ended March
24, 2007.  The company attributed the increase in revenues to
higher worldwide sales of fresh fruit and packaged food products
in North America and Asia.

For the quarter ended March 22, 2008, operating income increased
to US$50.2 million from US$33.5 million for the quarter ended
March 24, 2007.  The increase was primarily attributable to
better pricing in the company's worldwide banana operations,
European ripening and distribution business, as well as
improvements in the company's packaged salads and packaged foods
businesses.

For the quarter ended March 22, 2008, interest income and other
income, net was an expense of US$26.9 million compared to
income of US$3.2 million in the prior year.  The change was
primarily due to an unrealized loss of US$32.4 million recorded
on the company's cross currency swap in 2008 compared to an
unrealized loss of US$1.8 million recorded in 2007.

Interest expense for the quarter ended March 22, 2008, was
US$43.5 million compared to US$44.2 million for the quarter
ended March 24, 2007.  Interest expense decreased primarily as a
result of lower borrowing rates on the company's secured debt
facilities partially offset by the impact of additional
borrowings.

The company recorded US$9.1 million of income tax expense on
US$20.2 million of pretax losses from continuing operations for
the quarter ended March 22, 2008.  

Income tax expense for the quarter included US$5.4 million
recorded to establish a valuation allowance against deferred
income tax assets in Ecuador which, as a result of a recently
enacted tax law, have been determined to not be recoverable.  
Additionally, income tax expense included interest expense of
US$2.8 million (net of associated income tax benefits of
approximately US$1.3 million) related to the company's
unrecognized tax benefits.

The income tax expense for the quarter ended March 24, 2007, was
US$2.0 million, including interest expense of US$2.4 million
(net of associated income tax benefits of approximately US$1.5
million) related to the company's unrecognized tax benefits.  

                Liquidity and Capital Resources

For the quarter ended March 22, 2008, cash flows used in
operating activities were US$62.8 million compared to cash flows
used in operating activities of US$42.1 million for the quarter
ended March 24, 2007.  Cash flows used in operating activities
were US$20.7 million higher, primarily due to higher levels of
accounts receivable resulting mainly from increased sales in the
fresh fruit segment.  This change was partially offset by higher
accrued liabilities due in part to the timing of payments.

The company had a cash balance and available borrowings under
the asset based revolving credit facilit of US$94.9 million and
US$108.1 million, respectively, at March 22, 2008.  The company
believes that its existing cash balance and available
borrowing capacity under the ABL revolver together with its
future cash flow from operations, planned asset sales and access
to capital markets will enable it to meet its working capital,
capital expenditure, debt maturity and other commitments and
funding requirements during the next twelve months.  

The company has US$350.0 million of unsecured notes maturing May
1, 2009.  The company is working with its bankers and advisors
to assess various alternatives available for addressing this
maturity.  At this time, the company plans to replace these
notes with newly issued notes before the end of the year.  In
addition, the company is evaluating retiring up to US$50.0
million of these unsecured notes with available funds, as
allowed under the existing terms of its credit agreements.

                         Balance Sheet

At March 22, 2008, the company's consolidated balance sheet
showed US$4.8 billion in total assets, US$4.5 billion in total
liabilities, and US$297.3 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 22, 2008, are available
for free at http://researcharchives.com/t/s?2b91

                        About Dole Food

Headquartered in Westlake Village, California, Dole Food
Company, Inc. -- http://www.dole.com/--  is a producer of fresh   
fruit and fresh vegetables, and markets a line of value-added
products.  The company operates in four business segments: fresh
fruit, fresh vegetables, packaged foods and fresh-cut flowers.
The fresh fruit segment contains operating divisions that
produce and market fresh fruit to wholesale, retail and
institutional customers worldwide.  The fresh vegetables segment
contains two operating divisions that produce and market
commodity and fresh-cut vegetables to wholesale, retail and
institutional customers, primarily in North America, Europe and
Asia.  The packaged foods segment contains operating divisions
that produce and market packaged foods, including fruit, juices
and snack foods.  The fresh-cut flowers segment sources, imports
and markets fresh-cut flowers, grown mainly in Columbia,
primarily to wholesale florists and retail grocers in the United
States.

In Latin America, Dole owns and operates 11 packing and cold
storage facilities, a corrugated box plant and a wooden box
plant in Chile.  The Company also operates a fresh-cut salad
plant and a small local fruit distribution company in Chile.
Dole also owns and operates corrugated box plants in Colombia,
Costa Rica, Ecuador and Honduras and a value-added vegetable
plant in Costa Rica.  Dole produces flowers in Colombia and
Ecuador, where it owns packing and cooling facilities.  Dole
also leases a facility in Colombia for bouquet construction.


DOLE FOOD: Fitch Says Credit Protection Measures Still Weak
-----------------------------------------------------------
Dole Food Company, Inc. reported earnings for the first quarter
ended Mar 22, 2008.  As anticipated, the company's revenue and
operating income continues to benefit from improved pricing in
its worldwide banana operations but higher operating costs;
including fuel and EU banana tariffs, remain a drag on overall
profitability.  Fitch currently has an Issuer Default Rating of
'B-' with a Negative Outlook on Dole.

Versus the prior year's period, consolidated revenue grew 13% to
US$1.8 billion, operating income improved 50% to US$50 million
and segment operating margin improved 80 basis points to 4%. The
company's cash flow generation suffered from lower net income,
due to a US$32 million unrealized loss on a cross-currency swap,
and higher working capital requirements.  Cash flow used in
operating activities was US$63 million versus US$42 million
during the prior year's period.  Total debt was approximately
US$2.5 billion, up US$67 million from year end.

Dole's credit protection measures remain weak for the 'B-'
rating category.  For the latest twelve month (LTM) period ended
Mar. 22, 2008, leverage (defined as total debt-to-operating
EBITDA) was 8.1 times (x), interest coverage (defined as
operating EBITDA-to-gross interest expense) was 1.6x and funds
from operations fixed charge coverage was 1.3x.  The company
remains in compliance with its fixed charge coverage covenant of
at least 1x if availability on its US$350 million asset based
revolver falls below US$35 million or 10% of the loan
commitment.

Dole has significant upcoming maturities for which its current
cash flow generation and liquidity can not adequately fund.
These maturities include US$350 million of 8-5/8% unsecured
notes due May 1, 2009, US$400 million of 7-1/4% unsecured notes
due June 15, 2010 and US$200 million of 8-7/8% unsecured notes
due March 15, 2011.  Fitch currently rates these notes
'CCC+/RR5', indicating they are highly speculative with below
average recovery prospects.  The Rating Outlook is Negative.

Unless operating performance improves more dramatically or asset
sales accelerate, liquidity will be an issue for Dole in the
near-term.  As of Mar. 22, 2008, the company had US$95 million
of cash on hand and US$108 million available on its asset-based
revolver.  Dole has classified US$116 million of assets as held-
for-sale and at Dec. 29, 2007 had US$99 million available under
its uncommitted facilities.

The company has indicated that it is working with its bankers
and advisors to assess various alternatives available for
addressing the 2009 maturity.  At this time, it plans to
refinance the May 1, 2009 notes by issuing new debt before the
end of 2008.

If the company is not able to access public debt markets, Fitch
believes the company's remaining options include, among other
things:

     -- refinancing its secured bank facility in order to fund
        its near term maturities;

     -- obtaining an intercompany loan from David H. Murdock
        Holdings Co., Inc. or

     -- completing a larger restructuring of its balance sheet.

Headquartered in Westlake Village, California, Dole Food
Company, Inc. -- http://www.dole.com/--  is a producer of fresh   
fruit and fresh vegetables, and markets a line of value-added
products.  The company operates in four business segments: fresh
fruit, fresh vegetables, packaged foods and fresh-cut flowers.
The fresh fruit segment contains operating divisions that
produce and market fresh fruit to wholesale, retail and
institutional customers worldwide.  The fresh vegetables segment
contains two operating divisions that produce and market
commodity and fresh-cut vegetables to wholesale, retail and
institutional customers, primarily in North America, Europe and
Asia.  The packaged foods segment contains operating divisions
that produce and market packaged foods, including fruit, juices
and snack foods.  The fresh-cut flowers segment sources, imports
and markets fresh-cut flowers, grown mainly in Columbia,
primarily to wholesale florists and retail grocers in the United
States.

In Latin America, Dole owns and operates 11 packing and cold
storage facilities, a corrugated box plant and a wooden box
plant in Chile. The Company also operates a fresh-cut salad
plant and a small local fruit distribution company in Chile.
Dole also owns and operates corrugated box plants in Colombia,
Costa Rica, Ecuador and Honduras and a value-added vegetable
plant in Costa Rica. Dole produces flowers in Colombia and
Ecuador, where it owns packing and cooling facilities.  Dole
also leases a facility in Colombia for bouquet construction.



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

IMAX CORP: Amends Facility; Sells US$18 Mil. in Common Shares
-------------------------------------------------------------
IMAX Corporation disclosed Tuesday that it has entered into two
significant financing transactions, one with Wachovia Capital
Finance Corporation to increase future availability and modify
other terms under the company's existing credit facility, and
one with the Douglas family, IMAX's largest shareholder, for the
sale of approximately 2.73 million common shares in a private
placement at an aggregate purchase price of US$18 million.

The company said that proceeds from these transactions will be
used to fund the company's IMAX(R) Digital projection roll-out,
slated to begin this summer, and for general corporate purposes.

"We have always believed that the attractive returns from
existing joint ventures would enable us to finance our broader
digital rollout," said IMAX co-chairmen and co-chief executive
officers Richard L. Gelfond and Bradley J. Wechsler.  "Now our
bank and our largest shareholder have each stepped forward to
provide us with increased availability of credit and cash, which
we believe will enable us to effectively execute on our existing
plan.  Coupled with our cash on hand, we expect that these deals
will ultimately provide us with access to roughly US$55 - US$60
million in funding."

IMAX and Wachovia entered into an amendment on May 5, 2008,
which extends the term of the facility to Oct. 31, 2010, removes
an EBITDA maintenance covenant provided the company maintains
certain minimum liquidity requirements, and is likely to
increase the company's borrowing base.

"We believe these changes will ensure our access to more money
for a longer period of time, mitigating operating risk," added
Messrs. Gelfond and Wechsler.  "The amended terms of the line
allow us to draw down approximately US$24.4 million [], and we
believe that as our borrowing base increases in accordance with
the terms of the agreement we may be able to take down close to
US$30 million."

Additionally, on May 5, 2008, the company entered into an
agreement with the Douglas family, IMAX's largest shareholder,
for the sale of approximately 2.73 million of the company's
common shares for a total purchase price of US$18 million, or
approximately US$6.60 per share (the equivalent of the average
closing IMAX common share price over the most recent five
trading days).  

The Douglas family, which will own 19.9% of the company's common
shares post-transaction, has agreed to a five-year standstill
with the company whereby it will refrain from certain
activities, such as  increasing its percentage ownership in the
company and entering into various arrangements with the company,
such as fundamental or change-of-control transactions.  The
company has granted the Douglas family registration rights in
connection with the newly-acquired shares.  The  rivate
placement is expected to close on May 8, 2008, and is subject to
customary closing conditions.

"The Douglas family has been an extremely supportive shareholder
group, and we're pleased that they have recognized the potential
in IMAX and the opportunity to invest at this level at this
time," said Messrs. Gelfond and Wechsler.  "The good news is
that as a result of [the] announcements, we do not believe we
will need additional financing to fund our digital rollout under
the current business model."

The company said that exhibitors and other customers have been
extremely enthusiastic in their response to IMAX's pending
transition to digital, signing deals for 170 IMAX Digital
theatre systems in the last two quarters.  In December 2007,
IMAX announced a joint venture agreement with AMC Entertainment
Inc. for 100 IMAX Digital theatre systems.  In March 2008, IMAX
announced a joint venture agreement with Regal Cinemas Inc. for
31 IMAX Digital theatre systems.

These deals, according to the company, will dramatically
increase the IMAX(R) theatre footprint in North America and
accelerate the momentum behind IMAX's transition to digital
projection technology over the next few years.  The company
expects to deliver the first of those digital theatre systems
and open its initial joint venture theatres with AMC in July
2008.

                     About IMAX Corporation

Headquartered in Ontario, Canada, IMAX Corporation (Nasdaq:
IMAX)(TSX: IMX) -- http://www.imax.com/-- is a digital   
entertainment and technology company.  As of Dec. 31, 2007,
there were 299 IMAX theatres operating in 39 countries.  The
company's groundbreaking IMAX DMR digital remastering technology
allows it to digitally transform virtually any conventional
motion picture into the unparalleled image and sound quality.  
The company has a subsidiary in Netherlands, IMAX (Netherlands)
B.V., and also in Japan, IMAX Japan Inc.  The company has
locations in Guatemala, India and Italy.

At Dec. 31, 2007, IMAX Corp.'s balance sheet showed total assets
of US$207,982,000 and total debts of US$293,352,000 resulting in
an US$85,370,000 shareholders' deficit.  Deficit was
US$58,232,000 as of Dec. 31, 2006.


IMAX CORPORATION: Shareholders' Meeting Scheduled for June 18
-------------------------------------------------------------
IMAX Corp. will hold its Annual and Special Meeting of
Shareholders on June 18, 2008, at 10:30 a.m.  The meeting will
be held at Stony Brook Manhattan, 2nd Floor, 401 Park Avenue
South in New York.

At the meeting, shareholders will:

      (1) receive the consolidated financial statements for the
          fiscal year ended Dec 31, 2007, together with the
          auditors' report thereon;

      (2) elect directors;

      (3) appoint auditors and authorize the directors to fix
          the auditors' remuneration;

      (4) approve certain amendments to the Company's Stock
          Option Plan; and

      (5) transact other business as may properly be brought
          before the Meeting or any adjournments thereof.

Only shareholders as of the April 21, 2008, record date will be
allowed to vote at the meeting.

                     About IMAX Corporation

Headquartered in Ontario, Canada, IMAX Corporation (Nasdaq:
IMAX)(TSX: IMX) -- http://www.imax.com/-- is a digital   
entertainment and technology company.  As of Dec. 31, 2007,
there were 299 IMAX theatres operating in 39 countries.  The
company's groundbreaking IMAX DMR digital remastering technology
allows it to digitally transform virtually any conventional
motion picture into the unparalleled image and sound quality.  
The company has a subsidiary in Netherlands, IMAX (Netherlands)
B.V., and also in Japan, IMAX Japan Inc.  The company has
locations in Guatemala, India and Italy.

At Dec. 31, 2007, IMAX Corp.'s balance sheet showed total assets
of US$207,982,000 and total debts of US$293,352,000 resulting in
an US$85,370,000 shareholders' deficit.  Deficit was
US$58,232,000 as of Dec. 31, 2006.



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

BLUE WATER: Wants Lease Decision Period Moved to September 9
------------------------------------------------------------
Upon filing for bankruptcy in February, Blue Water Automotive
Systems, Inc. and its affiliated debtors were parties to various
unexpired leases of non-residential real property, including:

  Counterparty                    Property
  ------------                    --------
  Blue Water Automotive           Properties in Caro, Port
  Systems Properties, LLC         Huron, Range Road, Haas Drive,
                                  and Lexington, Michigan

  North Winds Investment Corp.    Manufacturing space at 1044
                                  Durant Drive, in Howell,
                                  Michigan

  North Winds Investment Corp.    Storage space at the Durant
                                  Drive manufacturing space

  RL Enterprises, LLC             Property at 1045 Durant Drive

  DMC Hamilton Street, LLC        Property at 215 Hamilton
                                  Street, in Leominster,
                                  Massachusetts

  Injectronics, Inc.              Property at 2804 Troxler Road,
                                  in Burlington, North Carolina

The Debtors have until June 11, 2008, to assume or reject the
nonresidential real property leases.

Judy A. O'Neill, Esq., at Foley & Lardner, LLP, in Detroit,
Michigan, says the Debtors will be unable to make informed,
value-maximizing decisions regarding the leases before the
June 11 deadline as they are still in the process of negotiating
the terms of a sale of the Debtors' assets and the assumption
and assignment of all unexpired leases.

Section 365(d)(4)(B) of the Bankruptcy Code provides that "[t]he
court may extend the period determined under subparagraph (A),
prior to the expiration of the 120-day period, for 90 days on
the motion of the trustee or lessor for cause."

Accordingly, pursuant to Section 365(d)(4), the Debtors ask the
United States Bankruptcy Court Eastern District of Michigan to
extend the time by which they will decide whether to assume or
reject the leases until September 9, 2008, or the effectiveness
of the Debtors' confirmed Chapter 11 plan of reorganization.

"The extension is reasonable because the Leases are critical to
the Debtors' estates and are integral to a potential sale of the
Debtors' businesses," Ms. O'Neill asserts.  Furthermore, without
the extension, the Debtors may be compelled to make a
potentially detrimental determination of either inadvertently
rejecting a valuable lease or prematurely assuming a lease and
incur a substantial administrative obligation, which might
negatively impact either the sale or the creditors of the
estates." Ms. O'Neill adds.

The disposition of the leases is likely to be governed by the
sale of the Debtors' assets and the Chapter 11 plan.  Given the
early stages of the sale process, and the fact that a purchase
agreement, which will dictate which leases the Debtors assume
and assign or reject, is not likely to be executed before
May 28, 2008, the Debtors require an extension of time, Ms.
O'Neill states.  

The Debtors ask that the extension of the lease decision
deadline apply to all of their leases, whether or not included
in the list.  Ms. O'Neill says the Debtors have attempted to
list all of their nonresidential real property leases but some
leases may have been inadvertently omitted.

                  About Blue Water Automotive

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

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

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy
counsel.  Administar Services Group LLC acts as the Debtors'
claims, noticing, and balloting agent.  Blue Water's bankruptcy
petition lists assets and liabilities each in the range of
US$100 million to US$500 million.  The hearing on the Debtors'
disclosure statement and plan is set for Aug. 5, 2008.  (Blue
Water Automotive Bankruptcy News, Issue No. 13, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000)1


BLUE WATER: Incentive Payments to Critical Employees Challenged
---------------------------------------------------------------
Blue Water Automotive Systems, Inc. and its affiliated debtors
will appear before the United States Bankruptcy Court Eastern
District of Michigan on May 12, 2008, to address concerns raised
by various parties regarding their request to make incentive
payments totaling US$497,812 to a limited number of critical,
non-insider employees.

The Debtors and the objecting parties agreed to the hearing
schedule, pursuant to a Court-approved stipulation.

As reported by the Troubled Company Reporter on April 21, 2008,
the Debtors proposed that the payments be treated as
administrative expenses of the Debtors' estates.  Nicole Y.
Lamb-Hale, Esq.,at Foley & Lardner LLP, in Detroit, Michigan,
said that while certain of the Employees have titles suggesting
they are insiders, like vice president, they are not covered by
Sections 101(31) and 503(c).  She said the Critical Employees
are mid-level employees who are critical to the day-to-day
operations of the Debtors.

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

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

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

The Official Committee of Unsecured Creditors objects to the
Debtors' proposed incentive payments to critical employees to
the extent that granting of the Motion is construed to create
any administrative expense claims or obligations of the Debtors'
estates in the event their Chapter 11 cases are converted to
cases under Chapter 7 of the Bankruptcy Code.  Furthermore, the
Committee is against the payment of incentives until all
currently existing administrative expenses have been paid.

The Committee believes that it is unlawful and unfair to current
holders of administrative expense claims, including Section
503(b)(9) claimants, for the Debtors to create new obligations
in favor of its employees and then prefer to those new
obligations over pre-existing administrative expenses which the
U.S. Congress has granted priority.

The Committee wants the Debtors' request denied.

On behalf of the International Brotherhood of Teamsters Local
Union No. 339, representing 450 people at the Debtors' Port
Huron and Haas Drive Plants, Ronald Hreha, president of Local
Union No. 339, relates that the collective bargaining agreements
between the Debtors and the Union provide that the Debtors will
negotiate a bonus plan for 2008 to replace the 2007 Bonus Plan,
and yet, as of April 21, 2008, the Debtors did not negotiate
with the Teamsters despite repeated requests.

Though the Debtors claim that "the incentive payments are
essential to reward the [Critical] Employees for all their
efforts throughout these bankruptcy cases, to maintain the
morale of the Debtors' management and employees," the Union
contends that incentive payments to select employees is
counterproductive as it will decrease morale for hourly
employees who are trying to negotiate a minimal plan, therefore
discriminating against the majority of employees.

"We are strongly discouraged by the morale crushing actions of
Sam Serra and Amy Harding both of which are proposed to receive
Incentive Bonuses.  These individuals terminated as Steward from
each plant for protected concerted actions.  The two Stewards
merely posted information regarding the Debtors' motion for
Incentive Bonuses which is public knowledge," the Union tells
Judge McIvor.

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America, and the United Steel,
Paper, Forestry, Rubber, Manufacturing, Energy, Allied
Industrial and Service Workers International Union, also
questioned the proposed payments.  The unions, however, withdrew
their objections.  UAW and USW did not state the cause of their
action.

                  About Blue Water Automotive

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

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

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy
counsel.  Administar Services Group LLC acts as the Debtors'
claims, noticing, and balloting agent.  Blue Water's bankruptcy
petition lists assets and liabilities each in the range of
US$100 million to US$500 million.  The hearing on the Debtors'
disclosure statement and plan is set for Aug. 5, 2008.  (Blue
Water Automotive Bankruptcy News, Issue No. 13, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


FEDERAL-MOGUL: Posts US$32 Million Net Loss in 2008 1st Quarter
---------------------------------------------------------------
Federal-Mogul Corp. reported its first quarter 2008 financial
results with record quarterly sales of US$1.86 billion, an
increase of 8% over the same period of the prior year.  
According to a company press release, during the first quarter,
the company recorded a one-time, non-cash charge of US$68
million relating to re-valuation of inventory, as required by
fresh start reporting following emergence from Chapter 11 in
December 2007.  

The company reported a net loss of US$32 million as compared to
net income of US$5 million in the first quarter of 2007.  
Without the inventory charge and the associated tax impact, net
income would have been US$32 million, or 2% of sales.  
Approximately US$206 million or 11% for Q1 2008, up from the
same period in 2007 when the company reported Operational EBITDA
of US$199 million.

                      Financial Summary
                         (in millions)

                                            Three Months
                                           Ended March 31
                                           --------------
                                              2008      2007
                                             ------    ------
Net sales                                 US$1,859  US$1,716
Gross margin                                 266       308
Adjusted gross margin                        335       308
Selling, general & admin expenses           (209)     (207)
Net income (loss)                            (32)        5
Adjusted net income                           32         5
Operational EBITDA                           206       199

During the quarter, sales were US$1.86 billion, up US$143
million, or eight percent above the same period in 2007.  The
sales results were impacted by favorable currency exchange of
US$120 million and increased sales of US$23 million, principally
to European original equipment vehicle manufacturers.  The
company continues to benefit from strong new business bookings
with balanced regional sales and a globally diverse customer
base with no single customer accounting for more than seven
percent of global sales as of Dec. 31, 2007.

Federal-Mogul realized a gross margin of US$266 million or 14.3%
of sales in the first quarter of 2008, versus US$308 million or
17.9% of sales in the first quarter of 2007.  The gross margin
was unfavorably impacted by a US$68 million, non-cash inventory
adjustment previously discussed.  Without the inventory
adjustment, gross margin for the quarter would have been
US$335 million, or 9% above the prior year and at 18% of sales.  
This improvement shows that the company maintained its operating
performance in spite of ongoing raw materials, energy and other
general industry cost pressure.

Selling, general and administrative expense for the quarter was
US$209 million, in comparison to US$207 million in the same
period in 2007.  SG&A as a percentage of sales was favorably
reduced in the first quarter of 2008 to 11.2% compared to 12.1%
in the same period a year ago.  The change in SG&A comprised a
reduction of US$8 million offset by unfavorable currency
exchange of US$10 million during the quarter.

Federal-Mogul reported cash flow for the first quarter of 2008
of US$49 million, which compares favorably to US$12 million in
the same period of 2007.

On April 23, Federal-Mogul listed its Class A Common Stock on
the NASDAQ Global Market, and will trade under the symbol
"FDML."

"We are pleased to report a strong quarter, which shows the
benefits of our solid operating performance, combined with our
customer, regional and product line diversification.  More than
60 percent of our revenue in the quarter was generated outside
the U.S.," said President and Chief Executive Officer Jose Maria
Alapont.  "The operational EBITDA is improved as a result of our
restructuring and cost-reduction efforts as outlined in our
strategy for sustainable global profitable growth."

At March 31, 2008, the Federal-Mogul's balance sheet total
assets of US$8,245,200,000 and total liabilities of
US$6,080,300,000, resulting in a US$2,164,900,000 billion
stockholders' equity.

A full-text-copy of Federal-Mogul Corp.'s First Quarter 2008
Results filed on Form 10-Q is available at no charge at:

              http://ResearchArchives.com/t/s?2b8a

                       About Federal-Mogul

Federal-Mogul Corporation -- http://www.federal-mogul.com/--         
(Nasdaq: FDML) is a global supplier, serving the world's
foremost original equipment manufacturers of automotive, light
commercial, heavy-duty, agricultural, marine, rail, off-road and
industrial vehicles, as well as the worldwide aftermarket.  
Founded in Detroit in 1899, the company is headquartered in
Southfield, Michigan, and employs 45,000 people in 35 countries.  
Aside from the U.S., Federal-Mogul also has subsidiaries in
these countries: Argentina, Australia, Belgium, Bermuda, Brazil
Canada, China, Czech Republic, France, Germany, Hong Kong,
Hungary, India, Italy, Japan, Mexico, Netherlands, Poland,
Russia, Singapore, Spain, Switzerland, Taiwan, Thailand, and the
United Kingdom.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James
F.Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown
& Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed US$10.15 billion in assets and US$8.86
billion in liabilities.  Federal-Mogul Corp.'s U.K. affiliate,
Turner & Newall, is based at Dudley Hill, Bradford.  Peter D.
Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D.
Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq.,
at The Bayard Firm represent the Official Committee of Unsecured
Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June
6, 2004, the Bankruptcy Court approved the Third Amended
Disclosure Statement for their Third Amended Plan.  On July 28,
2004, the District Court approved the Disclosure Statement.  The
estimation hearing began on June 14, 2005.  The Debtors
submitted a Fourth Amended Plan and Disclosure Statement on Nov.
21, 2006, and the Bankruptcy Court approved that Disclosure
Statement on Feb. 6, 2007.  The Fourth Amended Plan was
confirmed by the Bankruptcy Court on Nov. 8, 2007, and affirmed
by the District Court on Nov. 14.  Federal-Mogul emerged from
Chapter 11 on Dec. 27, 2007.  (Federal-Mogul Bankruptcy News,
Issue No. 167; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                       *     *     *

Federal-Mogul's Corporate Family Rating is rated by Moody's
Investors Service at Ba3 with a stable outlook.

Standard & Poor's Ratings Services meanwhile puts the company's
corporate credit rating at BB-.  S&P also put a stable outlook
on the rating.


FEDERAL-MOGUL: PepsiAmericas Seeks Okay on US$6MM Claims Payment
----------------------------------------------------------------
PepsiAmericas, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to allow Claim Nos. 6093 and
6441 as administrative priority expense claims and to direct
Federal-Mogul Corp. and its debtor-affiliates to pay those
claims.

The Claims assert damages, aggregating more than US$6,000,000,
arising from:

  -- the Reorganized Debtors' alleged breach of a purchase
     agreement with PepsiAmericas' predecessor; and

  -- damages incurred by PepsiAmericas as a result of a
     lawsuit the Reorganized Debtors filed in an Ohio state
     court relating to certain insurance policies.

Kirk T. Hartley, Esq., at Butler Rubin Saltarelli & Boyd LLP, in
Chicago, Illinois, asserts that the Claims are administrative
claims and PepsiAmericas has a right to recover for its losses
as administrative claims.

Mr. Hartley relates that in December 2007, the Debtors filed an
insurance coverage complaint in an Ohio state court seeking
recovery from various insurers for expenses incurred in
connection with various "environmental sites." The State Court
Action includes allegations regarding the purported rights of
the Debtors to recover monies from insurance policies issued to
PepsiAmericas.

Mr. Hartley asserts that by filing the State Court Action, the
Reorganized Debtors have trespassed against the chattels of
PepsiAmericas and have caused harm to PepsiAmericas.

Mr. Hartley tells the Court that one of the insurer defendant,
Liberty Mutual Insurance Company, demanded from PepsiAmericas
reimbursement of all expenses and losses it incurred in
connection with the State Court Action.  He says the Reorganized
Debtors have provided to PepsiAmericas some indications that
they intend to limit or dismiss the claims in the State Court
Action in the future.  However, Mr. Hartley notes that there is
no concrete assurances that the Debtors will accomplish a
dismissal at a certain time.

                       About Federal-Mogul

Federal-Mogul Corporation -- http://www.federal-mogul.com/--         
(Nasdaq: FDML) is a global supplier, serving the world's
foremost original equipment manufacturers of automotive, light
commercial, heavy-duty, agricultural, marine, rail, off-road and
industrial vehicles, as well as the worldwide aftermarket.  
Founded in Detroit in 1899, the company is headquartered in
Southfield, Michigan, and employs 45,000 people in 35 countries.  
Aside from the U.S., Federal-Mogul also has subsidiaries in
these countries: Argentina, Australia, Belgium, Bermuda, Brazil
Canada, China, Czech Republic, France, Germany, Hong Kong,
Hungary, India, Italy, Japan, Mexico, Netherlands, Poland,
Russia, Singapore, Spain, Switzerland, Taiwan, Thailand, and the
United Kingdom.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James
F.Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown
& Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed US$10.15 billion in assets and US$8.86
billion in liabilities.  Federal-Mogul Corp.'s U.K. affiliate,
Turner & Newall, is based at Dudley Hill, Bradford.  Peter D.
Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D.
Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq.,
at The Bayard Firm represent the Official Committee of Unsecured
Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June
6, 2004, the Bankruptcy Court approved the Third Amended
Disclosure Statement for their Third Amended Plan.  On July 28,
2004, the District Court approved the Disclosure Statement.  The
estimation hearing began on June 14, 2005.  The Debtors
submitted a Fourth Amended Plan and Disclosure Statement on Nov.
21, 2006, and the Bankruptcy Court approved that Disclosure
Statement on Feb. 6, 2007.  The Fourth Amended Plan was
confirmed by the Bankruptcy Court on Nov. 8, 2007, and affirmed
by the District Court on Nov. 14.  Federal-Mogul emerged from
Chapter 11 on Dec. 27, 2007.  (Federal-Mogul Bankruptcy News,
Issue No. 167; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                       *     *     *

Federal-Mogul's Corporate Family Rating is rated by Moody's
Investors Service at Ba3 with a stable outlook.

Standard & Poor's Ratings Services meanwhile puts the company's
corporate credit rating at BB-.  S&P also put a stable outlook
on the rating.


FAIRCHILD SEMICONDUCTOR: Debt Refinancing Cues S&P to Up Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on South Portland, Maine-based Fairchild Semiconductor
International Inc. to 'BB' from 'BB-'.  The outlook is stable.

At the same time, S&P affirmed the 'BB' issue-level rating on
Fairchild Semiconductor Corp.'s senior secured credit facilities
following the company's proposed US$100 million add-on to its
US$375 million term loan.  The recovery rating has been revised
to '3', indicating the expectation for meaningful (50% to 70%)
recovery in the event of a payment default, from '2'.  The
secured financing will consist of a US$475 million term loan and
a US$100 million revolving credit facility upon close.  The new
debt will be issued under the existing credit agreement.
   
Standard & Poor's also raised its issue-level rating on
Fairchild Semiconductor Corp.'s senior subordinated debt to 'B+'
(two notches below the 'BB' corporate credit rating on parent
company Fairchild Semiconductor International) from 'B'.  The
recovery rating on this debt remains unchanged at '6',
indicating the expectation for negligible (0% to 10%) recovery
in the event of a payment default.  S&P will withdraw both of
these ratings upon redemption.
   
The rating actions follow the company's announcement that it
will refinance US$200 million of maturing senior subordinated
debt with the proposed new senior secured debt, US$50 in million
cash, and a draw on its revolving credit facility.  Pro forma
for the refinancing, leverage improves to about 1.8x, from 2.2x
as of March 31, 2008.  In addition to the modest impact that the
refinancing will have on leverage, operational trends continue
to improve modestly.
   
"The rating on Fairchild reflects the company's low margins
relative to peers, modest scale, and challenges to improving its
product mix," said Standard & Poor's credit analyst Lucy
Patricola.  "These factors are offset partially by a solid
financial profile, selected market strength, and diverse end
markets."

Fairchild is a vertically integrated manufacturer of a wide
variety of power and logic analog semiconductors and integrated
circuits.

                  About Fairchild Semiconductor:

Fairchild Semiconductor International Inc. (NYSE: FCS) --
http://www.fairchildsemi.com/-- is a supplier of power  
semiconductors.  The company also supplies silicon and packaging
technologies, manufacturing strength and system expertise for
consumer, communications, industrial, portable, computing and
automotive systems.  An application-driven, solution-based
semiconductor supplier, Fairchild provides online design tools
and design centers worldwide.

Outside the United States, the company has subsidiaries located
in the United Kingdom, Germany, Italy, Japan, Hong Kong,
Singapore, Malaysia, South Korea, Mexico, France, India,
Mauritius, China, Philippines, Netherlands, Taiwan and Finland.


MBIA INC: Has No Reason to Deploy US$1.1 Bil. Offering Proceeds
---------------------------------------------------------------
MBIA Inc. Chairman and Chief Executive Jay Brown informed
shareholders in a letter that the company doesn't plan to deploy
the US$1.1 billion it raised in its last equity offering until
the company determines the optimal path to its long-term legal
and operating structure and until it has achieved a stable
target capitalization level in the insurance company.  Given the
more than adequate liquidity in both its insurance and asset
management businesses, the company determined that there is no
compelling reason to move the cash at this point.

As reported in the Troubled Company Reporter on Jan. 11, 2008,
MBIA said in a press statement that as part of its plan to raise
capital to meet or exceed the rating agencies' Triple-A
requirements, its primary insurance operating subsidiary, MBIA
Insurance Corporation, intends to issue US$1 billion of surplus
notes due 2033.

Also, Mr. Brown explained that the decision to eliminate the
MBIA Inc. dividend significantly reduced its cash needs at the
holding company to around US$115 million a year, an amount that
the company expect can be addressed many years into the future
from both cash on hand and dividends from its operating
subsidiaries.

As TCR reported on Feb. 26, 2008, MBIA's board of directors
voted to eliminate the quarterly dividend.  The elimination of
the dividend will preserve approximately US$174 million on an
annualized basis, which is the amount that the company paid out
in dividends in 2007.  This action was taken at the
recommendation of Mr. Brown to further strengthen the company's
financial resources and to increase its operating flexibility.  
The dividend was most recently reduced on Jan. 9, 2008 to 13
cents, although no dividends were paid out at that rate.  
Additionally, the board voted to move to an annual dividend
evaluation in the first quarter of each year.

In his letter, Mr. Brown clarified that with more than US$12
billion in invested investment grade assets in the insurance
company, the company stated that it has ample liquidity to meet
normal operating expenses, the interest payment on the new
surplus notes and to pay out expected claims on mortgage-related
transactions.  The combination of installment premiums,
investment income, a short duration and staggered maturity
schedule will keep MBIA from being pressured to sell assets
outside of the ordinary course of managing the portfolio.

A copy of the letter to the owners by Jay Brown is available at:
              
              http://ResearchArchives.com/t/s?2b9f

"I see no need to raise dilutive equity capital to support our
existing business plans.  While I believe the long-term
opportunities for our business remain strong, in my view we have
adequate equity capital to get through this crisis and it makes
no economic sense to our current owners to raise equity capital
at today’s price levels."

Headquartered in Armonk, New York, MBIA Inc. (NYSE:MBI) --
http://www.mbia.com-- provides financial guarantee insurance,      
investment management services, and municipal and other
servicesto public finance and structured finance clients on a
globalbasis.  The company conducts its financial guarantee
business through its wholly owned subsidiary, MBIA Insurance
Corporation and provides investment management products and
financial services through its wholly owned subsidiary MBIA
Asset Management, LLC.
   
MBIA manages its activities primarily through two principal
business operations: insurance and investment management
services.  In February 2007, MBIA Corp. formed a new subsidiary,
MBIA Mexico, S.A. de C.V.  During the year ended Dec. 31, 2006,
MBIA discontinued its municipal services operations.  These
operations included MBIA MuniServices Company.  On Dec. 5, 2006,
the company completed the sale of MBIA MuniServices Company.
                                                 
                      *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 27, 2008, Fitch Ratings decided to maintain its Insurer
Financial Strength and debt ratings on MBIA Inc. and its
subsidiaries for the foreseeable future.  Fitch expects to
maintain the MBIA ratings as long as Fitch believes that it can
maintain a clear, well-supported credit view without access to
certain non-public details concerning MBIA's insured portfolio,
to which Fitch will no longer have access.


PRIMUS TELECOM: Posts US$3 Mil. Net Loss in Qtr. Ended March 31
---------------------------------------------------------------
PRIMUS Telecommunications Group Incorporated disclosed on Monday
results for the first quarter ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet
showed US$425.6 million in total assets and US$877.1 million in
total liabilities, resulting in a US$451.5 million total
stockholders' deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with US$191.8 million in total current
assets available to pay US$228.1 million in total current
liabilities.

The company reported a US$3.0 million net loss for the quarter,
compared to a net loss of US$2.6 million in the first quarter of
2007.  

First quarter 2008 net revenue was US$227 million, in line with
net revenue of US$227.0 million in the first quarter of 2007.

The net loss in the first quarter of 2008 includes a US$2.0
million gain from early extinguishment of debt and a US$2.0
million gain on foreign currency transactions.  The net loss in
the first quarter of 2007 includes a US$6.0 million loss on
early extinguishment or restructuring of debt and a US$3.0
million gain on foreign currency transactions.

"We are encouraged by the results in the first quarter,
particularly the sequential growth in both overall and retail
revenue - a goal that we have been pursuing," said K. Paul
Singh, chairman and chief executive officer of PRIMUS.  "While
we recognize that a single quarter is far from a trend, we hope
the results are an early indication that our targeted
investments in sales and marketing and infrastructure will lead
to further progress in increasing retail revenues.

"Despite the positive revenue performance in the first quarter,
we believe it is premature to adjust our prior guidance of a 2%
to 5% yea-over-year net revenue decline.  Similarly, assuming
currency exchange rates remain at current levels, we confirm our
prior 2008 Adjusted EBITDA guidance to be in the range of $65.0
million to $80.0 million.  That outcome will be influenced by
the success we achieve in our expanded sales and marketing
efforts.  In addition, we now expect capital expenditures for
the year to be in the
$25.0 million to $30.0 million range, approximately $5.0 million
lower than our prior guidance," Mr. Singh said.

"During the first quarter, we accomplished the following: opened
new, and expanded existing, data centers in Canada and
Australia; expanded the global DSLAM footprint by 35 to a total
of 288 to expand the availability of our broadband services;
augmented network capacity to offer higher speed DSL services in
Australia and Canada; and continued growth of the company's
direct sales force and telemarketing capabilities across its
major markets," Mr. Singh stated.

"Also, during the quarter, we purchased and retired $15.0
million principal amount of the company's outstanding debt
maturing in 2009.  In addition, we completed the sales of a
minority equity investment in a Japanese entity and surplus
fiber assets for an aggregate $3.0 million in cash proceeds.  We
continue to pursue other potential sales of select assets to
improve our liquidity and narrow our geographical focus to our
major franchises in the United States, Canada, Australia and
Europe.  

"However, the uncertainty in the capital markets combined with a
weak overall economic outlook may extend our time horizon to
meet our goal of generating $50.0 million in cash proceeds from
assets sales, particularly if valuation parameters are not at
acceptable levels," Mr. Singh concluded.

               First Quarter 2008 Financial Results

"First quarter 2008 net revenue was $227.0 million, up 2% or
$4.0 million from the prior quarter and in line with the first
quarter 2007.  The $4.0 million revenue increase as compared to
the prior quarter was comprised of a $3.0 million increase in
wholesale services revenue and a $1.0 million increase in retail
services revenue," said Thomas R. Kloster, chief financial
officer.  

"The growth in retail services revenue reflects continued
increases from high-margin broadband, VOIP, local, wireless,
data and hosting revenues, which, for the first time in over
nine quarters, exceeded the decline in legacy voice and dial-up
Internet services revenue.  We believe attaining retail revenue
growth lends validity to our strategy of making network
investments and shifting resources to sales and marketing."

Net revenue less cost of revenue was US$84.0 million or 37.3% of
net revenue in the first quarter as compared to US$82.0 million
and 36.3% in the year-ago quarter.  

Selling, general and administrative expense in the first quarter
was US$69.0 million, up US$1.0 million from US$68.0 million in
the year-ago quarter.

Income from operations was US$10.0 million in the first quarter
of 2008 (including a US$3.0 million gain from sale of assets),
an improvement of US$2.0 million from the first quarter of 2007.

First quarter 2008 Adjusted EBITDA was US$15.0 million, an
increase of US$1.0 million from US$14.0 million in the year-ago
quarter.  

Interest expense for the first quarter 2008 was US$15.0 million,
up from US$13.0 million in the first quarter 2007.  The increase
over the year-ago quarter is attributable to the interest
related to the 14 1/4% Senior Secured Notes, issued in February
and March 2007.

Income tax expense for the first quarter was US$2.0 million,
which includes charges for determination of possible future tax
obligations under Financial Accounting Standards Board
Interpretation No. 48, "Accounting for Uncertainty in Income
Taxes," and withholding tax expense for intercompany interest
and royalty fees owed by certain foreign subsidiaries.

                 Liquidity and Capital Resources

PRIMUS ended the first quarter 2008 with a cash balance of
US$67.0 million (US$56.0 million unrestricted) as compared to
US$91.0 million (US$81.0 million unrestricted) as of Dec. 31,
2007.

The US$25.0 million decrease in unrestricted cash balance is
comprised of US$7.0 million for capital expenditures primarily
to fund the previously announced Australian DSLAM network
expansion and the Canadian data center expansion, US$16.0
million for interest payments, US$11.0 million to purchase and
retire US$15.0 million principal amount of the company's
outstanding debt maturing in 2009, US$2.0 million for scheduled
debt principal reductions, and US$7.0 million for working
capital movements.  These declines are offset by US$15.0 million
of Adjusted EBITDA, and US$3.0 million from the sale of assets.

Free Cash Flow for the first quarter 2008 was negative
US$14.0 million (comprised of US$7.0 million used in operating
activities and US$7.0 million utilized for capital expenditures)
as compared to negative US$13.0 million in the year-ago quarter.

The principal amount of PRIMUS's long-term debt obligations as
of March 31, 2008, was US$649.0 million, as compared to US$664.0
million at Dec. 31, 2007.

                       About PRIMUS Telecom

Headquartered in McLean, Virginia, Primus Telecommunications
Group (OTC: PRTL) -- http://www.primustel.com/-- is an  
integrated communications services provider offering
international and domestic voice, voice-over-Internet protocol
(VOIP), Internet, wireless, data and hosting services to
business and residential retail customers and other carriers
located primarily in the United States, Canada, Australia, the
United Kingdom and western Europe.  The company has operations
in Brazil and Mexico.

PRIMUS provides services over its global network of owned and
leased transmission facilities, including approximately 500
points-of-presence (POPs) throughout the world, ownership
interests in undersea fiber optic cable systems, 18 carrier-
grade international gateway and domestic switches, and a variety
of operating relationships that allow it to deliver traffic
worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
Moody's Investors Service downgraded Primus Telecommunications
Group Incorporated's corporate family rating to Ca from Caa3.


SHARPER IMAGE: Asks Court to Approve Asset Sale Procedures
----------------------------------------------------------
Prior to the Petition Date, Sharper Image Corporation began an
examination of the performance of its 184 stores to identify
unprofitable stores.  As a result, the Debtor determined that 96
of its stores and one of its distribution centers were
unprofitable and required immediate liquidation to maximize the
value of the merchandise.  As a consequence of that analysis,
the Debtor obtained approval from the Court to conduct store
closing sales at the Liquidation Stores.

Conducting the Store Closing Sales enabled the Debtor to focus
further analysis on its on-going stores and other assets to
determine how to maximize value to its estate, Steven K.
Kortanek, Esq., at Womble Carlyle Sandridge & Rice, PLLC, in
Wilmington, Delaware, relates.  The Debtor has now determined
that a sale is necessary to preserve the value of its remaining
assets for the benefit of its stakeholders.  

Mr. Kortanek states that the combination of disappointing sales
and limited availability under the DIP Facility has severely
hindered the Debtor's ability to improve and continue its retail
operations.  "The lapse of time only exacerbates the effect of
the current liquidity crisis, which now threatens to dissipate
the value of Sharper Image's trade name and its other related
intellectual property," Mr. Kortanek said.  "Delay in realizing
the value of the trade name and related intellectual property
will result in erosion of that value," he adds.

The Debtor believes that an orderly sale process should be
established.  Mr. Kortanek points out that the proposed process
will ensure maximum value is obtained by selling in a
competitive market environment (i) the Debtor's assets,
including without limitation its trade name and other
intellectual property, as soon as practicable, and (ii) as many
of its unexpired leases of non-residential real property as may
be practicable.

The Debtor proposes to solicit offers for the purchase of all,
or parts of, its assets, including (i) the purchase of all or
substantially all of the Assets and Leases as an on-going
operation, or parts thereof, and (ii) bids for the purchase of
any of the Leases or owned real property not included in the
Asset Purchase Offer.  Any and all offers will be considered by
the Debtor in consultation with the Statutory Creditors'
Committee.

Accordingly, the Debtor asks the U.S. Bankruptcy Court for the
District of Delaware to approve:

  (a) proposed procedures in connection with the Sale;

  (b) the time, date, and place of (i) the auction, and (ii) the
      hearing to consider entry of the sale order;

  (c) the form of notice of the Auction and the Procedures
      Hearing;

  (d) the form of asset purchase agreement and lease purchase
      agreement to be used in connection with the solicitation
      of offers; and

  (e) the Debtor's entry into customary expense reimbursement
      arrangements with offerors that may be identified prior to
      or after the entry of an order authorizing and approving
      the Sale Procedures at a hearing, scheduled for May 14,
      2008.

Subsequent to the Auction, the Debtor asks the Court for the:

  (i) approval of the Sale, free and clear of all liens, claims,
      and encumbrances;

(ii) approval of, if any, sales of Leases, free and clear of
      all liens, claims, and encumbrances to the party or
      parties submitting the highest or best Lease Purchase
      Offers; and

(iii) if necessary, the assumption and assignment of executory
      contracts and Leases.

                     Proposed Sale Procedures

The Debtor proposes that on or prior to April 25, 2008, it will
have served the Auction and Hearing Notice on (i) the Office of
the United States Trustee for the District of Delaware, (ii) the
attorneys for the Secured Lender, (iii) the attorneys for the
Statutory Creditors' Committee, (iv) all known entities holding
or asserting a lien in the Assets or Leases, (v) all parties to
Contracts and Leases that the Debtor believes will or may be
assumed and assigned, (vi) for each state in which its retail
stores are located, (a) the Attorney General's Office, and (b)
the applicable taxing authorities, and (vii) all entities
entitled to notice in the Chapter 11 case.

The Debtor relates that Offers and adequate assurance packages
must have been submitted so that they are actually received on
May 9, 2008, by (i) the Debtor, (ii) the attorneys for the
Secured Lender, and (iii) the attorneys for the Statutory
Creditors' Committee -- Offer Notice Parties.

Any and all offers will be considered by the Debtor in
consultation with the Statutory Creditors' Committee.  If any
Offer is conditioned upon the assumption and assignment of
Contracts or Leases, then the offeror must identify the
Contracts or Leases to be assumed and assigned, and provide
evidence of its ability to provide adequate assurance of future
performance of the Contracts or Leases along with the Offer.

After the submission of Offers, the Debtor, in consultation with
the Statutory Creditors' Committee, may enter into an agreement,
subject to higher or better offers at the Auction, with one or
more entities that submit Asset Purchase Offers for
substantially all, or a part of, the Debtor's assets,.

The Expense Reimbursement Agreement may include reimbursement
for costs and expenses incurred by the offeror in connection
with its Asset Purchase Offer.  The Debtor will seek approval of
the Expense Reimbursement at the Procedures Hearing.  If an
Expense Reimbursement Agreement is entered into after the
Procedures Hearing, the Debtor will seek retroactive approval of
the Expense Reimbursement at the Sale Hearing.  Prior to the
Auction, the Debtor will distribute the appropriate Expense
Reimbursement Agreement, if any, to the parties submitting the
other Qualified Offers.

The Auction will be conducted at the offices of Weil, Gotshal &
Manges LLP, 767 Fifth Avenue, New York, on May 28, 2008, at
10:00 a.m., Eastern Time.

The Debtor proposes that objections to the Procedures Order must
be served so as to be actually received by May 7, 2008, at 4:00
p.m., Eastern Time by (i) the Debtor, (ii) the Office of the
United States Trustee for the District of Delaware, (iii) the
attorneys for the Secured Lender, and (iv) the attorneys for the
Statutory Creditors' Committee.

The Sale Hearing will be held in the United States Bankruptcy
Court for the District of Delaware, on May 29, 2008, at 2:00
p.m., Eastern Time, or another date and time that the Court may
direct.  The Sale Hearing may be adjourned without further
notice other than by announcement at the Sale Hearing.

Objections to the Sale are due May 21, 2008, at 4:00 p.m.,
Eastern Time.

To facilitate the Auction process and assist Interested Parties
in preparing Offers for the Assets and Leases, the Debtor will
provide a proposed form of asset purchase agreement on which
Offers may be predicated.  Moreover, Lease Purchase Offers must
be submitted pursuant to the terms of a lease purchase
agreement.

The Court will convene a hearing on May 14, 2008, to consider
approval the Debtor's  proposed Sale Procedures.

                         EklecCo Objects

EklecCo Newco, L.L.C. believes that the Debtor's proposed
procedures for the sale of its assets may deny EklecCo any
meaningful opportunity to appear and object since the Sale
Hearing is only one day after the Auction.

Kevin M. Newman, Esq., at Menter, Rudin & Trivelpiece, P.C., in
Syracuse, New York, relates that although the Debtor will
provide EklecCo with adequate assurance packages it receives
regarding future performance by lease assignees, there is no
indication as to when this information is to be provided.

The Debtor proposes that EklecCo be required to object to a
proposed assumption and assignment before it even knows who the
proposed assignee is, Mr. Newman points out.  EklecCo will not
know what the Debtor will be asking the Court to approve at the
Sale Hearing until possibly the Sale Hearing, but nevertheless
is required to file objections on or before May 21, 2008, Mr.
Newman notes.

Mr. Newman points out that EklecCo is entitled to have (i)
definitive notice of exactly who the Lease is to be assigned to,
(ii) adequate assurance information regarding any assignee,
(iii) time to determine whether to object to the proposed
assignment, (iv) time to conduct expedited discovery regarding
the proposed assignment, and (v) time to file an objection.

                   Sharper's Largest Stakeholder
                   Not Keen on Acquiring Company

Kaja Whitehouse of the New York Post reports that Sharper
Image's largest shareholder, Sun Capital Partners, is expected
to be absent during the bidding process.

Citing an unnamed source familiar with the situation, the New
York Post says certain officials at Sun Capital think acquiring
Sharper Image may not be a good move as researchers have
calculated that it would cost around US$50 million the first
year -- including Us$30 million in operating costs and US$20
million in losses -- to run the company.

Sharper's Image's statement of financial affairs discloses that  
Sun Capital has a 19.5% stake in the company.

According to the same report, an insider at Sharper Image said
parties interested in acquiring the company were mostly
strategic buyers, or companies, and not private-equity firms.  
About 20% of of the roughly 90 parties that have expressed
interest are currently conducting due diligence, said the
source.

A Sun Capital spokesman declined to comment on the matter.

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

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  When the
Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper
Image Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)



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

DIGICEL GROUP: Wins Concession License in Panama
------------------------------------------------
Digicel Group has won a 20-year concession license in Panama.

Business News Americas relates that the license is for 30
megahertz in the 1900 megahertz spectrum band.

According to BNamericas, Digicel beat a US$73 million offer from
Claro Panama with an US$86 million bid.  The minimum bidding
price was US$57 million.

Digicel told BNamericas that it will make a "significant
investment" in Panama to build a network and increase mobile
penetration within the next five years to 90% from 60%.

"Panama is a very exciting win for us and solidifies our
presence in the region.  Just as in Honduras and El Salvador,
there is huge potential for growth in this mobile market and
Digicel looks forward to becoming a strong competitor," Digicel
Group's Chief Executive Officer Colm Delves told BNamericas.

Digicel Ltd. is a wireless services provider in the Caribbean
region founded in 2000, and controlled by Denis O'Brien.  The
company started operations in Jamaica in April 2001 and now
offers GSM mobile services in Caribbean countries including
Jamaica, St. Lucia, St. Vincent, Aruba, Grenada, Barbados,
Bermuda, Cayman, and Curacao.  Digicel finished FY2005 with
1.722 million total subscribers -- 97% pre-paid -- estimated
market share of 67% and revenues and EBITDA of US$478 million
and US$155 million, respectively.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 20, 2007, Fitch Ratings Service assigned 'CCC+/RR5' rating
on Digicel Group Ltd.'s proposed US$1.4 billion senior
subordinated notes due 2015.  

Digicel Ltd. is a wireless services provider in the Caribbean
region founded in 2000, and controlled by Denis O'Brien.  The
company started operations in Jamaica in April 2001 and now
offers GSM mobile services in Caribbean countries including
Jamaica, St. Lucia, St. Vincent, Aruba, Grenada, Barbados,
Bermuda, Cayman, and Curacao.  Digicel finished FY2005 with
1.722 million total subscribers -- 97% pre-paid -- estimated
market share of 67% and revenues and EBITDA of US$478 million
and US$155 million, respectively.

                         *     *     *

In February 2007, Moody's Investors Service affirmed Caa2 senior
unsecured rating to Digicel Group Limited's US$1.4 billion
senior unsecured notes offering.



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

DIRECTV GROUP: To Raise Up to US$2.5 Billion in Debt
----------------------------------------------------
DIRECTV Holdings LLC and DIRECTV Financing Co., Inc. have
intended to privately offer up to US$1.350 billion principal
amount of senior notes due 2016.  An additional US$150 million
principal amount of senior notes due 2016 may be sold pursuant
to a 30-day over-allotment option.  Concurrently with the
offering, DIRECTV intends to raise up to US$1.0 billion in the
form of an incremental term loan under its existing senior
secured credit facility.

DIRECTV plans to use the net proceeds from this offering for
general corporate purposes, including to pay a dividend to its
parent, DIRECTV Group, which will be available to be used by it
to fund purchases of stock under its share repurchase program.

The eight year senior notes will be unsecured indebtedness
guaranteed on a senior basis by substantially all of DIRECTV's
domestic subsidiaries.  The senior notes will be sold to
qualified institutional buyers in reliance on Rule 144A, and
outside the United States in compliance with Regulation S under
the Securities Act.  The senior notes initially will not be
registered under the Securities Act of 1933 or state securities
laws and may not be offered or sold by holders thereof without
registration unless an exemption from such registration is
available.

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


DIRECTV GROUP: Moody's Rates Unit's US$1.35 Billion Notes at Ba3
----------------------------------------------------------------
Moody's Investors Service has assigned DIRECTV Holdings, LLC's
proposed new US$1 billion senior secured Term Loan C maturing in
2013, and US$1.35 billion senior unsecured notes maturing in
2016, which may increase to US$1.5 billion, Baa3 (LGD2-19%) and
Ba3 (LGD5-73%) ratings, respectively, and affirmed all existing
ratings for the company.  Net proceeds from the new debt
offerings will be used for general corporate purposes and to
fund share repurchases at the company's parent, DIRECTV Group,
Inc.  Moody's also assigned the company an SGL-1 speculative
grade liquidity rating and changed its ratings outlook from
negative to stable.

DIRECTV Holdings LLC:

Assignments:

  -- Speculative Grade Liquidity Rating, Assigned SGL-1

  -- Senior Secured Bank Credit Facility, Assigned Baa3 (LGD2-
     19%)

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3
     (LGD5-73%)

Outlook Actions:

  -- Outlook, Changed To Stable From Negative

The existing bank debt agreement permits the company to create a
new Term Loan C with similar terms as the existing Term Loans.  
The debt ratings for the new Term Loan C and the new senior
unsecured notes are based upon their pari-passu ranking with the
existing similarly rated bank debt and senior unsecured notes,
respectively, and the roughly consistent proportions of pro
forma debt at each priority level within the debt capital
structure both before and after completion of the proposed
transactions.  The notes are being sold in a privately-
negotiated transaction without registration under the Securities
Act of 1933 under circumstances reasonably designed to preclude
a distribution thereof in violation of the Act.  The issuance
has been designed to permit resale under Rule 144A.

The SGL-1 rating reflects the company's very good liquidity
profile, encompassing strong free cash flow, large cash balances
(US$1 billion at March 31, 2008) and low reliance on its undrawn
US$500 revolving credit facility to fund a relatively modest
US$65 million of term loan maturities over the next 12 months.  
Further, Moody's believes DIRECTV will continue to maintain
significant cushion under its financial covenants and have
unfettered access to its revolver should any unforeseen cash
needs arise.

While financial leverage as measured by debt-to-EBITDA will
increase from less than 1.0 before the new debt issuance, it is
still expected to be relatively modest relative to the current
ratings at about 1.5 for the near-term (and well below the
company's 2.5-to-3.5 target), affording the company significant
financial and operational flexibility within its Ba2 CFR.  In
addition, a new stand still agreement was negotiated between
Liberty Media, LLC (rated Ba2 CFR) and DIRECTV Group Inc. with
the result effectively freezing Liberty's voting control at
about 48%, regardless of their economic ownership level.
Therefore, it is unlikely that the first of two triggers for the
change of control protection provision in DIRECTV's bond
indentures (Liberty's voting stake increasing to over 50%) will
be tripped, and the second trigger, which is a rating downgrade
due to the change of control, is also unlikely over the next 12-
to-18 months.  Moody's had previously maintained a negative
outlook due to anticipation of a high likelihood that Liberty's
stake would exceed 50% over the nearterm.

In Moody's view, in order for the bondholder protective covenant
to be effective as it was originally intended, the rating agency
would have had that one opportunity -- at the 50% crossover
point, to consider whether Moody's believed that leverage would
likely increase over the intermediate-term to beyond the 3.5
times debt-to-EBITDA ceiling level considered appropriate in its
view for the Ba2 CFR rating.  But, now that the first trigger
has been effectively neutralized, Moody's no longer needs to
make a rating determination at the imminent crossover point to
possibly trip the second trigger if Moody's felt it necessary
due to longer term concerns.  Therefore, despite a moderate
increase in leverage, Moody's believes that the company's
significant financial flexibility makes it unlikely that the
company's ratings will face downward pressure over the coming 12
to 18 months, and therefore a stable outlook is now warranted.  

"However," noted Moody's Senior Vice President Neil Begley, "we
believe that upward leverage pressure still exists, as only a
minimal number of other large aggressive shareholders would be
needed to add to Liberty's 48% voting interest to effect greater
control and drive balance sheet change that would negatively
impact bondholders in the future, and the standstill agreement
demonstrates that the Board of Directors is less likely to be as
balanced in its consideration of protecting the interests of
bondholders."

The change in ownership prerequisite of the change of control
provision would now be triggered if at any point in the future
Liberty were to tender for all of DIRECTV Group Inc.'s
outstanding shares or both parties agreed to terminate the
agreement.  A trigger of the change of control provision would
require DIRECTV Group Inc. to repurchase the outstanding notes
at a price of 101.  The new bonds have a change of control
provision which considers a change in control other than by
Liberty Media.

                    About DirecTV Group Inc.

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


DIRECTV GROUP: S&P Places BB Rating on Unit's US$1.35 Bil. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-
level rating and '1' recovery rating to DIRECTV Holdings LLC's
proposed $1 billion Incremental Term Loan C due 2013.  The bank
debt is being issued under the Incremental Tranche C provision
of the existing credit facility.  The '1' recovery rating
indicates expectations for very high (90%-100%) recovery in the
event of a payment default.
     
At the same time, S&P assigned a 'BB' issue-level rating and a
'4' recovery rating to DIRECTV Holdings LLC's $1.35 billion of
proposed senior unsecured notes due 2016.  The '4' recovery
rating indicates expectations for average (30%-50%) recovery in
the event of a payment default.  The ratings are based on
preliminary documentation and are subject to review of final
documents.  DIRECTV Holdings LLC is the main subsidiary of The
DIRECTV Group Inc.  The proceeds are to be used for general
corporate purposes, including funding the company's share
repurchase program.
     
In addition, S&P affirmed the 'BB' corporate credit rating and
raised the issue-level ratings on the company's 8.375% and
6.375% unsecured senior notes by one notch to 'BB' from 'BB-'.  
The recovery ratings on these notes are revised to '4' from '5',
indicating expectations of average (30%-50%) recovery in the
event of default.  The upgrade of the two issue-level ratings
was precipitated by a refinement of S&P's recovery analysis
driven by its somewhat improved view of DIRECTV's business
position, especially given the company's ability to post solid
subscriber growth at a time when most cable operators are
struggling to just retain their current video base.  The outlook
is stable.
     
DIRECTV, through its DIRECTV Holdings subsidiary, provides
direct-to-home (DTH) television service to more than 17 million
U.S. subscribers.  The company is about 48% owned by Liberty
Media Corp., which exercises significant influence as the
largest shareholder.  DIRECTV's U.S. operation is the second-
largest U.S. pay-TV provider after Comcast Corp., and provides
90% of consolidated revenue.  DIRECTV Group's Latin America DTH
platforms account for the balance of its consolidated revenue.  
The rating on the satellite DTH operator incorporates an
aggressive shareholder-friendly financial profile coupled with
the impact of the intensely competitive U.S. pay-TV industry.
     
In addition to strong competition from rival DISH Network Corp.,
DIRECTV's lack of a triple play package consisting of high-speed
data, voice, and advanced two-way video services puts it at a
competitive disadvantage to cable television operators.  The
rating also recognizes the currently limited, but clearly
growing longer-term threat from Verizon Communications Inc.'s
and AT&T Inc.'s respective FiOS and u-Verse video offerings.  
Somewhat tempering these competitive risks are the company's
continued healthy operating metrics, with continued strong
revenue and subscriber growth materially outpacing the cable
industry's basic subscriber losses; a defendable niche market
position due to its differentiated programming with a focus on
sports and high definition content; scale advantages from the
company's position as the second-largest multi-channel TV
provider; and good liquidity from healthy discretionary cash
flow and a sizable cash balance.
     
S&P have previously stated that the ratings on DIRECTV were
constrained by the lack of a clearly articulated financial
policy and concerns that the company would markedly increase its
leverage.  S&P believes that recent statements by company
management that it is comfortable with the current 'BB'
corporate credit rating provide greater clarity to its policy.  
While the proposed transaction only increases leverage modestly
to 1.4 debt to latest-12-month EBITDA, S&P believes this
leverage level is a transition point toward increasing leverage
toward the 3x range over the long-term, which is consistent with
the 'BB' rating.

Rating List

DIRECTV Group Inc.:

  -- Corporate Credit Rating affirmed as BB/Stable/--       
  -- Senior Secured Local Currency affirmed at BBB-   
  -- Senior Unsecured Local Currency upgraded to 4 from 5

DIRECTV Holdings LLC:

  -- Senior Unsecured US$1.4 billion 8.375% notes due 2013:
     upgraded to BB from  BB-; Recovery Rating upgraded to 4
     from 5

  -- US$1 billion 6.375% senior notes due June 15, 2015:
     upgraded to BB from  BB-; Recovery Rating upgraded to 4
     from 5

-- Senior Secured US$500 million senior secured revolving
    credit facility bank loan due 2011 affirmed at BBB-;
    Recovery Rating 1                  

-- US$500 million senior secured term A bank loan due 2011
    affirmed at BBB-; Recovery Rating 1               

-- US$1.5 billion senior secured term B bank loan due 2013
    affirmed at BBB-; Recovery Rating 1               

New Rating:

DIRECTV Holdings LLC:

-- Senior Secured US$1 billion incremental term C bank loan due
    2013 at BBB-; Recovery Rating 1                  

-- Senior Unsecured US$1.35 billion notes due 2016 at BB;
    Recovery Rating 4

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



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

HILTON HOTELS: To Terminate Lease Pact for Tobago Unit on May 15
----------------------------------------------------------------
Hilton Hotels Corp. has reached an agreement with Hilton
International to terminate the lease agreement for Hilton Tobago
Golf & Spa Resort on May 15, 2008, bringing to an end the
management of the resort property by Hilton Hotels, Breaking
News reports, citing Vanguard Hotel Limited.

Breaking News notes that Hotel Tobago will remain open and
operational under the management of Hilton Hotels until
May 15, 2008.  The hotel will then stop operating under the
Hilton brand.  Vanguard Hotels will assume management of the
property under a new brand on May 16, 2008.  

According to Breaking News, the termination of the lease accord
was decided to facilitate a complete refurbishment of Hotel
Tobago.   

As reported in the Troubled Company Reporter-Latin America on
April 2, 2008, the Cabinet in Trinidad & Tobago authorized a
US$45 million face-lift for Hilton Tobago, which has
deteriorated to an extent that it needs a significant injection
of state funds.  The US$45 million fund is part of a government-
negotiated deal to take over full ownership of the Hilton unit.

Breaking News relates that the government authorized Evolving
TecKnologies and Enterprise Development Company Limited a.k.a. e
TecK, the state company which owns 47% of Vanguard Hotels, to
repair and renovate Hotel Tobago.

Hotel Tobago will keep its employees, who will have the option
to continue working for the property under the new management
arrangements.  Hilton Hotels' reservations systems will continue
to handle bookings for accommodation through May 15, 2008, while
bookings for accommodation beyond May 15, 2008 will be handled
by Hotel Tobago's new operating management, Breaking News
states.

Kevin Kenny -- executive director of properties at Angostura
Holdings Ltd., a board member of Vanguard Hotels -- told The
Trinidad Guardian that Hotel Tobago suffered from the effects of
the 9/11 bombings that destroyed the World Trade Center towers
in New York as Hilton Tobago was new at that time.  After the
bombings, people stopped booking flights and airlines stopped
coming to Tobago, Mr. Kenny added.

Mr. Kenny commented, "It took quite a while before Tobago
reacted to that situation.  Only countries that put mechanisms
in place had regular flights to their countries."  

Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,      
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally,
including Australia, Austria, Barbados, Costa Rica, Finland,
India, Indonesia, Trinidad and Tobago, Philippines and Vietnam.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 29, 2007, Moody's Investors Service downgraded Hilton
Corporation's  Corporate Family Rating and senior unsecured
ratings to B3 and  Caa1, respectively.



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

CHRYSLER LLC: Fitch Cuts Issuer Default Rating to B from B+
-----------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of
Chrysler LLC to 'B' from 'B+', with a Negative Rating Outlook.

Fitch has also downgraded the senior secured bank facilities
based on the downgrade of the IDR and Fitch's recovery rating
methodology.  The downgrade reflects the decline in unit volumes
and revenues resulting from weak economic conditions, modest
share losses, certain strategic initiatives, and the effect of
these factors on the company's operating performance.  
Chrysler's restructuring efforts remain on track, and liquidity
is expected to remain adequate over the near term to fund
restructuring costs and operating losses through a period of
economic weakness.

Since 2000, Chrysler's market share losses have been more
moderate than at Ford and GM, requiring fewer reductions in
assembly capacity and the associated fixed costs.  In a stable
revenue environment, this would allow cost reductions to flow
more quickly to the bottom line.  However, the severe impact of
weakening economic conditions has made this more challenging,
and has extended the timeline projected for a potential
reversion to positive cashflow.  The steep decline in 2008 unit
sales also results from strategic initiatives undertaken at
Chrysler following its management changes, including reduced
fleet sales, product eliminations and inventory reductions,
steps that are viewed positively for the company's long-term
prospects.

Unit volumes in 2008 and into 2009 will be aided by the new
Dodge and Chrysler minivan offerings, the Dodge Journey
crossover, the low-volume Dodge Challenger, as well as the fall
launch of the redesigned Dodge Ram pickup.  Several products at
the smaller end of Chrysler's lineup, including the Dodge
Caliber and Jeep Patriot, have supported unit volumes as
consumers migrate to smaller, fuel-efficient vehicles.  On a
consolidated basis, however, these factors will be more than
offset by weakness in the larger end of the company's product
portfolio -- the effect of a depressed residential construction
market on Chrysler's key pickup lineup, high gas prices, and the
impact of general economic conditions on industry sales.  
Chrysler's efforts to sharply curtail fleet sales and to convert
its sales/production strategy to a 'demand-pull' model from a
'production-push' model will further affect sales declines in
2008.  International sales, representing approximately 10% of
production, are likely to continue to grow at double-digit
rates, providing modest support to consolidated sales and
capacity utilization.

Chrysler's cash flow will remain negative in 2008, due to
capital investments, restructuring costs and other one-time
items.  The company is realizing substantial reductions to its
fixed-cost structure, the bulk of which have resulted from
salaried and hourly headcount reductions.  Variable purchasing,
material and other efficiencies have been more difficult to
realize as rising commodity costs have offset other progress.
Cost reductions and the new UAW contract have positioned the
company to moderate operating losses during the current economic
weakness, but a return to positive free cash flow is likely to
require continued execution on the company's cost reduction
efforts and a stabilization in market share and industry sales.
Chrysler also faces pending CAW contract negotiations.

Liquidity levels (supported by incremental debt from a delayed-
draw term loan and a US$1.6 billion note to the UAW as part of
the VEBA agreement), are expected to be sufficient to weather
weak economic conditions and finance operating and restructuring
costs over the near term.

New management has resulted in a number of strategic and product
adjustments that are quickly being brought to market.  Fitch
expects that Chrysler will continue to employ an 'asset-lite'
approach that could involve additional assembly plant shutdowns.
Alliances and/or contract manufacturing will play a role in this
decision, and Chrysler is expected to continue to pursue such
arrangements on a global basis.  Tie-ins with other global OEMs
are expected to focus on growth in the company's brand,
engineering and distribution capabilities, but requiring minimal
capital investment.  The relationship with Daimler, which owns
19.9% of Chrysler, remains a modest positive to the rating
because of Chrysler's access to certain Daimler technology.

The Recovery Rating (RR) on the second lien has been downgraded
from 'BB+/RR1' to 'CCC+/RR6' based on lower asset value
assumptions and associated recoveries in the event of a stress
scenario.

Fitch has downgraded these ratings:

    -- IDR to 'B' from 'B+';

    -- Senior secured first-lien bank loan to 'BB/RR1' from
       'BB+/RR1';

    -- Senior secured second-lien bank loan to 'CCC+/RR6' from
       'BB+/RR1'.

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.


PETROLEOS DE VENEZUELA: Unit Restarts at Amuay After Maintenance
----------------------------------------------------------------
A source from Petroleos de Venezuela SA's Amuay plant told
Reuters that the coker unit has been restarted after planned
maintenance.

The unit was operating at 50% capacity and would be running at
full capacity "by the weekend," Reuters says, citing the source.

Reuters relates that sources said last week that Amuay's
Distillation Unit No. 3 was also closed down for maintenance.

According to Reuters, Petroleos de Venezuela is conducting
maintenance at some Amuay units this year.  The plant, along
with Cardon refinery, forms the Paraguana refining complex.  The
two plants suffered repeated outages in recent months, many of
them were due to power generation problems.

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

                       *     *     *

In March 2007, Standard & Poor's Ratings Services assigned its
'BB-' senior unsecured long-term credit rating to Petroleos de
Venezuela S.A.'s US$2 billion notes due 2017, US$2 billion notes
due 2027, and US$1 billion notes due 2037.


* VENEZUELA: Fitch Puts BB- Rating on Two US$2 Billion Eurobonds
----------------------------------------------------------------
Fitch Ratings has assigned these ratings to the Bolivarian
Republic of Venezuela's international bond combined offer:

   * Long-term Foreign Currency issuer default rating of the
     15-year, US$2 billion Eurobond (9% coupon) 'BB-';

   * Long-term Foreign Currency issuer default rating of the
     20-year, US$2 billion Eurobond (9.25% coupon) 'BB-'.

The ratings are in line with Venezuela's foreign currency issuer
default rating.  The rating outlook is negative.


                            ***********


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

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

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

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

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

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