TCRLA_Public/080512.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

              Monday, May 12, 2008, Vol. 9, No. 93

                            Headlines


A R G E N T I N A

ABALDRILLO SA: Proofs of Claim Verification Deadline Is Sept. 3
ALITALIA SPA: Multi-Long Offers EUR1 Billion for Italy's Stake
BAIRES MEAT: Files for Reorganization in Buenos Aires Court
BANCO MACRO: Books ARS151.6 Mil. Net Income in 1st Quarter 2008
CORTELLA SRL: Trustee Verifies Proofs of Claim Until May 23

EMDE SA: Files for Reorganization in Court
FRIGORIFICO MAYOSOL: Files for Reorganization in Court
GMAC LLC: R&I Cuts Long-Term Issuer Rating to B+
HOGAR SAN AUGUSTIN: Trustee Verifies Claims Until Sept. 2
INMECO SRL: Proofs of Claim Verification Deadline Is Aug. 15

LIWIN SA: Trustee Verifies Proofs of Claim Until June 25
MONROE 2444: Trustee Verifies Proofs of Claim Until July 3
PALMSITE SA: Proofs of Claim Verification Deadline Is Aug. 7
RESIDENTIAL CAPITAL: To Get US$750MM Bailout from GM & Cerberus
SAUCO ARGENTINA: Files for Reorganization in Buenos Aires Court

TELECOM ARGENTINA: Net Income Up 101% to ARS272 Mil. in 1Q 2008
TELECOM ARGENTINA: Implements SAP AG's Softwares


B E R M U D A

REFCO INC: TH Lee Partners, et al., Want Access to Secret Docs
SECURITY CAPITAL: Posts US$96.8 Million Net Loss in 1st Qtr 2008


B R A Z I L

BANCO ABC: Moody's Holds Foreign Currency Deposit Ratings at Ba2
BANCO DO BRASIL: Agribusinesses Paying Off Debts May Get Bonus
BANCO NACIONAL: Signs BRL34.3 Million Contract With Metro Rio
BANCO NACIONAL: May Launch Subsidiary in Uruguay
BRASIL TELECOM: Conducting Pre-Launch Tests for Unico

BRASIL TELECOM: Will Launch Internet Protocol Television
BRASIL TELECOM: Will Use ERicsson's WCDMA/HSPA Network
BRASKEM SA: Wants to Refinance US$1.2B Bridge Loan for Ipiranga
COMPANHIA SIDERURGICA: To Invest US$10BB to Up Output Capacity
FIAT SPA: To Source Auto Parts from India by 2010

GERDAU SA: Will Issue Bonds to Pay Back Bridge Loan
GENERAL MOTORS: Liquidity Negatively Impacted by US$2.1 Billion
GENERAL MOTORS: To Provide US$200 Million to Axle to End Strike
GENERAL MOTORS: In Talks on US$750MM Pledge for ResCap Bailout
PETROBRAS ENERGIA: Fitch Holds BB Foreign & Local Currency IDRs

TAM SA: To Offer Additional Flights in Buenos Aires
TAM SA: Teams Up With LAN Airlines to Benefit Frequent Flyers
TELEMIG CELULAR: Earns BRL166.6 Million in First Quarter of 2008
TELE NORTE: Will Launch Oi Musica With MZA Music
UNIAO DE BANCOS: Insurance Unit Earns BRL93 Mln. in 1st Quarter

UNIAO DE BANCOS: May Raise Loan Growth Projections for 2008
* Fitch Says Suspension of Brazil Beef Buys Reduced Constraints


C A Y M A N  I S L A N D S

ADELE SAILING: Will Hold Final Shareholders Meeting on May 15
COLUMBIA INTERNATIONAL: Final Shareholders Meeting is May 15
COLUMBIA LARGE: To Hold Final Shareholders Meeting on May 15
COLUMBIA MARSICO: Sets Final Shareholders Meeting on May 15
COLUMBIA MARSICO: Holds Final Shareholders Meeting on May 15

COLUMBIA SMALL: To Hold Final Shareholders Meeting on May 15
EOC CORP III: To Hold Final Shareholders Meeting on May 15
EOC CORP V: Will Hold Final Shareholders Meeting on May 15
FONDAZIONE FAMIGLIA: Holds Final Shareholders Meeting on May 15
HERBALIFE LTD: Names Andrew Speller as VP for Investor Relations

PARMALAT SPA: Parma Judge Unites 2 Trials, Keeps Others Separate


C H I L E

AES CORP: Reports US$233 Mil. Net Income in Qtr. Ended March 31
GLOBAL CROSSING: Inks 4-Year Service Pact With Pedro de Valdivia


C O S T A  R I C A

ANIXTER INT'L: May Repurchase Up to 1 Mil. of Outstanding Shares
SIRVA INC: Court Sets June 16 as Class 5-A Claims Bar Date


D O M I N I C A N   R E P U B L I C

TRICOM SA: Bancredito Panama Sends Subpoena to BDO Seidman
TRICOM SA: Asks Court to Fix July 8 As Claims Bar Date


J A M A I C A

DYOLL GROUP: Shareholders Authorize Firm's Liquidation
JAMAICA PRODUCERS: Loses J$312 Mln. in Quarter Ended March 2008


M E X I C O

ADVANCED MARKETING: Seeks US$1.8M From 'Hooked on Phonics' Maker
AMERICAN AXLE: Gets US$200M Aid from GM to Resolve Labor Dispute
AUDIOVOX CORP: Relocates Mexican Unit to Miguel Hidalgo District
BANCA MIFEL: S&P Affirms Counterparty & Credit Ratings at BB-/B
CLEAR CHANNEL: Judge Okays Breach of Contract Suit Against Banks

FRONTIER AIRLINES: Gets Court Okay to Assume Airbus Sale LOI
KANSAS CITY: Unit Launches Tender Offer on US$200MM 9-1/2% Notes
QUAKER FABRIC: Exclusive Plan Filing Period Moved to May 19
QUEBECOR WORLD: Seeks Extension of the CCAA Stay Until July 25
QUEBECOR WORLD: E&Y Reports Updates on CCAA Proceedings


P A N A M A

SOLO CUP: Moody's Holds B2 CF Rating, Revises Outlook to Stable


P E R U

DOE RUN: Closes 60++ Engineering & Admin. Control Measures


P U E R T O  R I C O

HEALTHSOUTH CORP: March 31 Balance Sheet Upside-Down by US$1.5BB
MAXXAM INC: Deloitte & Touche Raises Going Concern Doubt
MERCURY GROUP: Case Summary & 19 Largest Unsecured Creditors
ORLANDO POU: Case Summary & 8 Largest Unsecured Creditors
SPANISH BROADCASTING: 1st Qtr. 2008 Operating Loss is US$2.8MM


V E N E Z U E L A

ARVINMERITOR INC: Gets Go-Signal to Buy American LaFrance Assets


* BOND PRICING: For the Week May 5 - May 9, 2008


                         - - - - -



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

ABALDRILLO SA: Proofs of Claim Verification Deadline Is Sept. 3
---------------------------------------------------------------
The court-appointed trustee for Abaldrillo S.A.'s bankruptcy
proceeding, will be verifying creditors' proofs of claim until
Sept. 3, 2008.

The trustee will present the validated claims in court as
individual reports on Oct. 15, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Abaldrillo 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 Abaldrillo's
accounting and banking records will be submitted in court on
Nov. 26, 2008.

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


ALITALIA SPA: Multi-Long Offers EUR1 Billion for Italy's Stake
--------------------------------------------------------------
Multi-Long Corp. has submitted a EUR1 billion offer to acquire
the Italian government's 49.9% stake in Alitalia S.p.A., various
reports say.

According to Multi-Long CEO Michael Breslow, the firm also
submitted a business plan for Alitalia to the European
Commission, Armorel Kenna writes for Bloomberg News.

Mr. Breslow told Bloomberg News in an e-mail that Multi-Long's
funds for the offer are "larger than anyone can imagine," adding
that its interest in Alitalia is "rock solid and not an
adventure or irresponsible bid."

Mr. Breslow also told The Associated Press that Multi-Long could
get funds for its offer from European and Brazilian banks.

Mr. Breslow added to the AP that though Multi-Long has no
experience running an airline, it can financially reorganize
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


BAIRES MEAT: Files for Reorganization in Buenos Aires Court
-----------------------------------------------------------
Baires MEAT SRL has requested for reorganization approval after
failing to pay its liabilities since Nov. 23, 2007.

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

The case is pending in the National Commercial Court of First
Instance No. 1 in Buenos Aires.  Clerk No. 2 assists the court
in this case.

The debtor can be reached at:

        Baires MEAT SRL
        Avenida Corrientes 1922
        Buenos Aires, Argentina


BANCO MACRO: Books ARS151.6 Mil. Net Income in 1st Quarter 2008
---------------------------------------------------------------
Banco Macro S.A. released its results for the first quarter
period ended March 31, 2008.  All figures are in Argentine pesos
and have been prepared in accordance with Argentine GAAP.

                            Summary:

   -- Banco Macro's net income totalled ARS151.6 million.  This
      result was 23%, or ARS28.4 million higher than first
      quarter 2007's ARS123.2 million.  The annualized first
      quarter 2008 ROAE and ROAA were 22% and 3%, respectively.

   -- The bank's net financial income was ARS354.9 million,
      increasing 37% year to year.  Operating income of ARS177.7
      million rose 27% year to year.

   -- The financing to the private sector showed an attractive
      growth of 52% year to year, or ARS3.3 billion and 4%
      quarter to quarter, or ARS342 million.  Personal loans,
      which represent a strategic product for the bank, once
      again led private loan portfolio growth.  This product
      grew 10% quarter to quarter and 100% year to year.

   -- Total deposits grew 7%, or ARS961.4 million quarter to
      quarter, totalling ARS14.5 billion and representing 78% of
      the bank's liabilities.  Quarterly deposit growth was led
      by private sector CDs (13%).

   -- Banco Macro continued showing a strong solvency ratio,
      with an excess capital of ARS1.83 billion (27.3%
      capitalization ratio).  In addition, the bank's liquid
      assets remained at a high level, reaching 55.2% of total
      deposits.

   -- The bank's non-performing loans to total loans ratio was
      1.99% and the coverage ratio reached 128.3%.
    
A longer version of this press release with detailed information
is available on the company's web site: http://www.macro.com.ar


Headquartered in Buenos Aires, Argentina, Banco Macro (NYSE:
BMA; Buenos Aires: BMA) -- http://www.macro.com.ar/-- had  
consolidated assets of ARS11.6 billion (US$3.7 billion) and
consolidated deposits of ARS6 billion (US$2 million) as of June
2007.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 26, 2007, Fitch Ratings affirmed Banco Macro SA's Foreign
and local currency long-term Issuer Default Ratings at 'B+',
Foreign and local currency short-term IDRs at 'B', and
Individual at 'D'.  Fitch said the rating outlook is stable.


CORTELLA SRL: Trustee Verifies Proofs of Claim Until May 23
-----------------------------------------------------------
The court-appointed trustee for Cortella S.R.L.'s reorganization
proceeding, will be verifying creditors' proofs of claim until
May 23, 2008.

The trustee will present the validated claims in court as  
individual reports on July 8, 2008.  The National Commercial
Court of First Instance in Santa Fe will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Cortella 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 Cortella's
accounting and banking records will be submitted in court on
Sept. 3, 2008.

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


EMDE SA: Files for Reorganization in Court
------------------------------------------
EMDE SA has requested for reorganization approval after failing
to pay its liabilities since Feb. 11, 2008.

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

The case is pending in the National Commercial Court of First
Instance No. 15 in Buenos Aires.  Clerk No. 30 assists the court
in this case.

The debtor can be reached at:

        EMDE SA
        Av. L. N. Alem 639
        Buenos Aires, Argentina


FRIGORIFICO MAYOSOL: Files for Reorganization in Court
------------------------------------------------------
Frigorifico Mayosol S.A.C.I. has requested for reorganization
approval after failing to pay its liabilities.

The reorganization petition, once approved by the court, will
allow Frigorifico Mayosol 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.


GMAC LLC: R&I Cuts Long-Term Issuer Rating to B+
------------------------------------------------
Rating and Investment Information Inc. downgraded GMAC LLC's
long-term issue rating on its 6.875% Notes due 2012 to
B+ from BB-.  The rating remains on watch for possible
downgrade.

Co-issuers of the notes are GMAC International Finance BV, GMAC
Australia LLC, General Motors Acceptance Corporation of Canada
Limited, GMAC Bank GMBH and General Motors Acceptance
Corporation (NZ) Limited.

The rating agency noted that Residential Capital LLC, the wholly
owned subsidiary of GMAC LLC, announced on May 5, that it has
embarked on debt restructuring including a de facto extension of
maturity on unsecured bonds.  GMAC intends to provide credit
facility worth US$3.5 billion and support ResCap; however, the
liquidity of ResCap would remain extremely tight.

R&I stated that the financial support for ResCap will continue
to weigh considerably on GMAC's financial profile and liquidity.  
In light of such conditions, R&I downgraded the Foreign Currency
Issuer Rating of GMAC to B+ from BB-, and the Rating Outlook
remains on the Rating Monitor with a view to downgrading.

According to R&I, the main pillars of the debt restructuring
consist of: issuance of new Secured Guaranteed Notes due 2010 in
exchange for US$3.3 billion old unsecured debts that mature by
2009, and issuance of new Secured Guaranteed Notes due 2015 in
exchange for US$9.5 billion old unsecured debts maturing during
2010-2015.

In addition, R&I said investors (holders participating in the
exchange offers) may opt to receive cash in lieu of the new
notes that they would otherwise receive, which is estimated to
be far below the face value.  The US$3.5 billion credit facility
which ResCap is currently negotiating with GMAC will be used for
funding the cash required for the exchange offers and repaying
term loans borrowed from financial institutions and others.

If the debt restructuring proves successful, the rating agency
said it may ease ResCap's debt servicing in the medium-long
term.  Its liquidity, however, will remain rigid and ResCap has
announced that additional US$600 million is required by the end
of June 2008 through asset sales even if the debt restructuring
proceeds well.  There is a high possibility that GMAC will have
to make further financial support besides the US$3.5 billion
credit facility, and the concerns over its financial profile and
liquidity are increasing, R&I added.

                   About Residential Capital

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

                         About GMAC LLC

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

In Latin America, the company has operations in Argentina,
Brazil, Chile, Colombia, Ecuador, Mexico, Venezuela.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 7, 2008, Fitch Ratings downgraded the long-term Issuer
Default Rating of GMAC LLC and related subsidiaries to 'BB-'
from 'BB'.  Fitch also downgraded GMAC's unsecured long-term
ratings to 'B+' from 'BB-', reflecting the potential for reduced
recovery in a default scenario should the company encumber
assets.  Additionally, Fitch affirmed the 'B' short-term
ratings.  Fitch said the Rating Outlook remains Negative.

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


HOGAR SAN AUGUSTIN: Trustee Verifies Claims Until Sept. 2
---------------------------------------------------------
The court-appointed trustee for Hogar San Agustin S.A.'s
reorganization proceeding, will be verifying creditors' proofs
of claim until Sept. 2, 2008.

The trustee will present the validated claims in court as  
individual reports on Nov. 3, 2008.  The National Commercial
Court of First Instance in Santa Fe will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Hogar San Agustin 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 Hogar San Agustin's
accounting and banking records will be submitted in court on
Oct. 2, 2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on Feb. 2, 2009.


INMECO SRL: Proofs of Claim Verification Deadline Is Aug. 15
------------------------------------------------------------
Oscar Scally, the court-appointed trustee for Inmeco SRL's
bankruptcy proceeding, will be verifying creditors' proofs of
claim until Aug. 15, 2008.

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

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

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

The debtor can be reached at:

           Inmeco SRL
           Caboto 631
           Buenos Aires, Argentina

The trustee can be reached at:

           Oscar Scally
           Arenales 875
           Buenos Aires, Argentina


LIWIN SA: Trustee Verifies Proofs of Claim Until June 25
--------------------------------------------------------
Amalia Beckerman, the court-appointed trustee for Liwin S.A.'s  
reorganization proceeding, will be verifying creditors' proofs  
of claim until June 25, 2008.

Ms. Beckerman will present the validated claims in court as  
individual reports on Aug. 21, 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 Liwin 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 Liwin's accounting  
and banking records will be submitted in court on Oct. 2, 2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on March 5, 2009.

The debtor can be reached at:

        Liwin S.A.
        Alicia Moreau de Justo 1848
        Buenos Aires, Argentina

The trustee can be reached at:

        Amalia Beckerman
        Tucuman 1367
        Buenos Aires, Argentina


MONROE 2444: Trustee Verifies Proofs of Claim Until July 3
----------------------------------------------------------
The court-appointed trustee for Monroe 2444 S.A.'s
reorganization proceeding, will be verifying creditors' proofs  
of claim until July 3, 2008.

The trustee will present the validated claims in court as  
individual reports on Aug. 27, 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 Monroe 2444 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 Monroe 2444's
accounting and banking records will be submitted in court on
Oct. 8, 2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on March 2, 2009.


PALMSITE SA: Proofs of Claim Verification Deadline Is Aug. 7
------------------------------------------------------------
Lydia Albite, the court-appointed trustee for Palmsite SA's
bankruptcy proceeding, will be verifying creditors' proofs of
claim until Aug. 7, 2008.

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

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

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

The debtor can be reached at:

           Palmsite SA
           Suipacha 612
           Buenos Aires, Argentina

The trustee can be reached at:

           Lydia Albite
           Tacuari 119
           Buenos Aires, Argentina


RESIDENTIAL CAPITAL: To Get US$750MM Bailout from GM & Cerberus
---------------------------------------------------------------
GMAC LLC, both owned by General Motors Corp. and Cerberus
Capital Management LP, is currently negotiating to provide a new
2-year US$3.5 billion senior secured credit facility to its
wholly owned subsidiary Residential Capital LLC, which would be
conditioned on successful completion by ResCap of a debt tender
and exchange offer for its outstanding unsecured notes.  
ResCap's financing plans also include seeking amendments to
substantially all of its secured bilateral credit facilities to
extend their maturities or to modify their tangible net worth
covenants.

GM and Cerberus are in discussions to acquire US$750 million
first loss participation in GMAC's proposed senior secured
credit facility, shared between Cerberus and GM on a pro rata
basis.

As reported in the Troubled Company Reporter on May 7, 2008,
ResCap disclosed that it is highly leveraged relative to its
cash flow, and its liquidity position has been declining.  
According to a Securities and Exchange Commission filing, ResCap
said there is a significant risk that the company will not be
able to meet its debt service obligations, be unable to meet
certain financial covenants in its credit facilities, and be in
a negative liquidity position in June 2008.

ResCap anticipates that its new debt agreements will include
covenants to maintain minimum cash balances.  To comply with
these covenants and to satisfy its liquidity needs, ResCap
expects that it will be required, even if it successfully
implements all of the proposed actions, to generate capital in
the near term through asset sales or other actions in addition
to its normal mortgage finance activities, to obtain additional
cash of approximately US$600 million by June 30, 2008.  This
additional cash requirement is an estimate based upon ResCap's
internal monthly cash forecasts targeting sufficient cash
surpluses to prudently operate its business and remain in excess
of anticipated cash covenants.

According to GM, if ResCap is unsuccessful in executing the
financing transactions, including additional liquidity actions,
it would have a material adverse effect on GMAC, which could
result in a further impairment of GM's investments in GMAC and
could disrupt GMAC's ability to finance GM's dealers and
customers.

                           About GM

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  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.

                         About GMAC LLC

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

                          About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by
GMAC LLC.  Its Latin American operations are located in
Argentina, Brazil, Chile, Colombia, Mexico and Venezuela.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 7, 2008, Moody's Investors Service downgraded to Ca, from
Caa1, its ratings on the senior debt of Residential Capital, LLC
subject to the bond exchange announced by ResCap on May 2, 2008.  
The rating of ResCap's approximately US$1.2 billion of bonds
maturing on June 9, 2008 was affirmed at Caa1.  All ratings
remain under review for downgrade.

Standard & Poor's Ratings Services lowered selected ratings on
Residential Capital LLC, including lowering the long-term
corporate credit rating to 'CC' from 'CCC+', following the
company's launch of an exchange offer for unsecured bonds that
S&P interpret as a distressed debt exchange.  The ratings remain
on CreditWatch with negative implications, where they were
placed on April 24, 2008.

Fitch Ratings has downgraded Residential Capital LLC's Issuer
Default Rating to 'C' from 'BB-' following the company's debt
exchange offer announcement.  ResCap remains on Rating Watch
Negative pending execution of the debt exchange offer.  Upon
completion of the exchange, Fitch will downgrade ResCap's IDR to
'D' indicating a default has occurred in accordance with Fitch's
criteria on distressed debt exchanges.


SAUCO ARGENTINA: Files for Reorganization in Buenos Aires Court
---------------------------------------------------------------
Sauco Argentina SA has requested for reorganization approval
after failing to pay its liabilities.

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

The case is pending in the National Commercial Court of First
Instance No. 19 in Buenos Aires.  Clerk No. 37 assists the court
in this case.

The debtor can be reached at:

        Sauco Argentina SA
        Talcahuano 1146
        Buenos Aires, Argentina


TELECOM ARGENTINA: Net Income Up 101% to ARS272 Mil. in 1Q 2008
---------------------------------------------------------------
Telecom Argentina S.A. reported a net income of ARS272 million
for the three-month period ended March 31, 2008.

                          Highlights:

   -- Telecom Argentina Group continues to improve its business,
      confirming the growth trend evidenced in previous periods.
      During first quarter 2008 Net Revenues grew 21% when
      compared to same period of the previous year (first
      quarter 2007), amounting to ARS2,480 million.  Major
      revenue increase came from the Cellular business with an
      expansion of 27% and from Internet businesses with a
      growth of 33%, both with respect to first quarter 2007.

   -- The cellular subscribers increased by 18%, reaching 12.6
      million, while broadband subscribers grew 60% totaling
      841,000, meanwhile fixed lines in service increased by 3%
      to 4.2 million.

   -- Operating Profit before Depreciation and Amortization
      (OPBDA) reached ARS879 million (+28% vs. first quarter
      2007), equivalent to 35% of Net Revenues, mainly fueled by
      the cellular telephony growth.  On the contrary, fixed
      telephony profitability continues to weaken due to frozen
      tariffs and the inflation effect on the general cost
      structure.

   -- Net Income reached ARS272 million (+101% vs. first quarter
      2007).

   -- Investments totaled ARS248 million during first quarter
      2008 (+78% vs. first quarter 2007), where ARS144 million
      were allocated to fixed telephony (+121% vs. first quarter
      2007).

   -- Net Financial Debt declined to ARS1,666 million
      (-ARS1,556 million vs. March 2007).  The Net Financial
      Debt to OPBDA ratio declined from 1.2 as of the end of
      March 2007, to 0.5 as of the end March 2008.

During first quarter 2008, Consolidated Net Revenues increased
21% (+ARS422 million vs. first quarter 2007) to ARS2,480
million, mainly fueled by the cellular and broadband businesses.

Moreover, OPBDA increased by 28% (+ARS191 million) to ARS879
million (35% of Consolidated Net Revenues).  This level of
operating profits before depreciation and amortization is the
consequence of the improvement in revenues, together with a
better efficiency in costs despite increasing inflationary
pressure.

                  Consolidated Net Revenues

The evolution in Consolidated Net Revenues reported by segments:

Voice, Data Transmission & Internet

Revenues generated by these services amounted to ARS863 million,
+10% vs. first quarter 2007.

Voice:

Total Revenues for this service reached ARS651 million (+4% vs.
first quarter 2007).  The results of this line of business are
affected by frozen tariffs of regulated services.

During this three-month period, Telecom Argentina continued with
the implementation of the fixed line renewal process, started
last year with the launch of innovative terminals and value-
added services, which before were available only for cellular
telephony such as fixed SMS services and video call.

Moreover, during this period the company continued with the
deployment of the next generation technology (NGN) in its fixed
telephony network that will allow the offering of convergent
state-of-the-art services.

Monthly Charges and Supplementary Services increased by ARS14
million or 8%, to ARS196 million, as a consequence of a higher
number of lines in service (+3%), reaching 4.2 million of lines.

Revenues generated by traffic (Local Measured Service, Domestic
Long Distance and International Telephony) totaled ARS293
million, (-2% vs. first quarter 2007) mainly because a slight
decrease in traffic volume and higher discounts granted to the
customers.

Interconnection revenues amounted to ARS94 million (+8%), mainly
as a consequence of traffic originated in cellular lines but
transported by and terminated in the company's fixed-line
network.

Public Telephony & Other:

Other revenues, including public telephony reached ARS68 million
(+19% vs. first quarter 2007).  This amount was affected by an
increase in billing and collection fees and voice, data and
internet handset sales despite a decrease in Public Telephony
revenues (-$6 million).

Internet and Data Transmission:

Total revenues coming from Internet services reached ARS158
million (+33% vs. first quarter 2007), mainly due to the
substantial expansion of broadband service, driven by a better
network coverage, commercial promotions, and innovation of the
service portfolio.

Telecom Argentina's broadband subscribers reached 841,000 as of
March 2008 (+60% vs. March 2007).  Therefore, lines with this
type of connections represent approximately 20% of the company's
fixed-lines in service.

Revenues generated by Data transmission amounted to ARS54
million, (+32% vs. first quarter 2007).  Related to the
corporate market, during this period Telecom Argentina continued
enhancing its positioning as integrated provider of
communication solutions, focused on technology innovation in
order to offer the most innovative services to both government
sector and corporate clients.

Cellular Telephony:

The Cellular Telephony continues with its expansion, increasing
its participation in the Group's total revenues (65% vs. 62% in
first quarter 2007).  During the first three-months of 2008 this
business generated revenues of ARS1,617 million (+27% vs. first
quarter 2007).  Total subscribers reached 12.6 million.

                  Telecom Personal in Argentina

As of the three-month period ended March 31, 2008, Telecom
Personal's subscribers reached 10.9 million in Argentina (+1.6
million or +17% vs. first quarter 2007).  Approximately 66% of
the overall subscriber base is prepaid and 34% is postpaid.

Total voice traffic increased by 22% vs. first quarter 2007
while outgoing SMS traffic increased from an average of 762
million messages in first quarter 2007 to an average of 990
million (+30%) in first quarter 2008.  Because of this
enhancement in traffic and the use of value-added services, the
Average Monthly Revenue per User increased by ARS40 in first
quarter 2008, compared to ARS37 in first quarter 2007.

Revenues totaled ARS1,510 million (+ARS330 million or +28% vs.
first quarter 2007).  Service revenues increased by
ARS305 million or 29% vs. first quarter 2007, reaching
ARS1,361 million; furthermore, value added services totaled
ARS392 million (+ARS128 million or 48% vs. first quarter 2007),
which means 26% of Revenues. In addition handset sales grew by
ARS25 million (+20%) compared to first quarter 2007, reaching
ARS149 million.

During first quarter 2008, Telecom Personal enhanced its
commercial offer, launching the "Tu Familia Personal" plan (Your
Personal Family plan).  It allows to make free, unlimited
communications, both calls or SMS to a group of three telephone
numbers of the company, previously selected by the client.

Due to the summer season, Telecom Personal developed a plan for
the expansion of the 3G/3.5G network in main Argentine tourist
cities.

Telecom Personal also continued reinforcing its strategy related
to music downloads, as a platform for increasing the use of
innovative value-added services, such as full MP3.

Moreover, the company is successfully reaching the conclusion of
the migration process of the network technology from TDMA to GSM
technology.

                              Nucleo

Telecom Personal's controlled subsidiary that operates in
Paraguay, generated revenues equivalent to ARS107 million during
first quarter 2008 (+16% vs. first quarter 2007).

By the end of March 2008, the subscriber base reached
approximately 1.7 million, +27% vs. first quarter 2007. Prepaid
and Postpaid customers represented 90% and 10%, respectively.

During first quarter of 2008, Nucleo launched third generation
services (3G) in Paraguay.

                   Consolidated Operating Costs

The Cost of Services Provided, Administrative Expenses and
Selling Expenses totaled ARS1,946 million in first quarter 2008,
which represents an increase of ARS246 million or +14% vs. first
quarter 2007.  Notwithstanding, in relative terms such increase
is less than revenue growth due to an improvement in efficiency
and a better distribution of costs.

           Consolidated Financial and Holding Results

Financial and Holding Results resulted in a loss of ARS60
million, (-ARS72 million vs. first quarter 2007).  Such
improvement was due to a reduction in net interests and a lower
impact of foreign currency exchange looser generated by
liabilities.

                 Consolidated Net Financial Debt

As of March 31, 2008, Net Financial Debt amounted to ARS1,666
million, a reduction of ARS1,556 million as compared to March
2007.  A substantial generation of operating cash flow allowed
for the decrease in indebtedness.

                    Telecom Personal Dividends

As of the end of March 2008, the company paid a cash dividend
distribution of ARS220 million.

              Consolidated Capital Expenditures

During first quarter 2008, the Company invested ARS248 million
(excluding material), in fixed and intangibles assets. Such
amount was allocated to the Voice, Data and Internet businesses
(ARS144 million) and to the cellular business (ARS104 million).

Main Capex projects are related to the expansion of broadband
services and to the upgrade of the network for next generation
services (NGN), the improvement of the network (capacity,
coverage and 3G), and the launch of new and innovative value-
added services.

                     Recent Relevant Matters

On April 15, 2008, Telecom Argentina made, along with the
interest payments of its financial debt, a principal prepayment
of Notes, in the amount of US$ 260 million; such funds came from
excess cash determined as of Dec. 31, 2007, and a voluntary
prepayment, that includes the amount of dividends received from
Telecom Personal.

   -- At the Shareholders' Meeting held on April 29, 2008 and
      the Board of Directors Meeting on the same date, the
      members of the Board of Directors, independent auditors,
      and members of the Audit Committee were named for the 20th
      fiscal year.

Headquartered in Buenos Aires, Telecom Argentina S.A. --
http://www.telecom.com.ar/index-flash.html-- provides  
telephone-related services, such as international long-distance
service and data transmission and Internet services, and through
its subsidiaries, wireless telecommunications services,
international wholesale services and telephone directory
publishing.  As of Dec. 31, 2006, its telephone system included
approximately 4.09 million lines in service.

As of 2007, current approximate ownership of Telecom Argentina
is: * 54.74% by Nortel Inversora S.A., itself a consortium made
up of: -- Werthein Group (48%) -- Telecom Italia  -- France
Telecom group (2%); * 41.5% publicly traded; and * 4.21%
employee stock ownership program France Telecom sold its part of
Telecom Argentina to the WertheinGroup, an Argentine
agricultural concern owned in part by vice chairman Gerardo
Werthein.  As of 2007, current approximate ownership of Telecom
Argentina is: * 54.74% by Nortel Inversora S.A., itself a
consortium made up of: -- Werthein Group (48%) -- Telecom Italia
group (50%) -- France Telecom group (2%); * 41.5% publicly
traded; and * 4.21% employee stock ownership program.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 21, 2008, Fitch Ratings upgraded Telecom Argentina's
foreign and local currency issuer default ratings to 'B+' from
'B'.  Fitch said the outlook is positive.


TELECOM ARGENTINA: Implements SAP AG's Softwares
------------------------------------------------
Telecom Argentina SA has implemented SAP AG's enterprise service
oriented architecture eSOA and applications integration platform
NetWeaver to standardize its financial, management control,
project management, network maintenance, human resources, and
supply processes.

Business News Americas relates that through SAP's softwares,
Telecom Argentina will increase the efficiency of its purchasing
authorization processes.  Telecom Argentina will access the
platform through mobile devices like BlackBerries.

Telecom Argentina's Corporate Systems Information Technology
Manager Alejandro Gozzo Bisso told BNamericas that the firm is
considering a project.  The firm wants to integrate other non-
SAP applications that could work in the same mobile environment
through NetWeaver, Mr. Bisso added.

BNamericas notes that the implementation of SAP's softwares took
two months.  Through the softwares, Telecom Argentina's
directors and managers will receive through their BlackBerry an
e-mail requesting their signature to authorize a process.  
Telecom Argentina's officials will have access to detailed
information about the process in a highly secure environment.

                          About SAP AG

SAP AG together with its subsidiaries is engaged in developing
and licensing business software solutions.  SAP also sells
support, consulting, training and other services associated with
its software products.  SAP consisted of SAP AG and its network
of 139 operating subsidiaries.  The company has three segments:
product, consulting and training.  The company's softwares serve
the customers in six industry sectors: process, discrete,
consumer, service, financial services and public services.  

                     About Telecom Argentina

Headquartered in Buenos Aires, Telecom Argentina S.A. --
http://www.telecom.com.ar/index-flash.html-- provides        
telephone-related services, such as international long-distance
service and data transmission and Internet services, and through
its subsidiaries, wireless telecommunications services,
international wholesale services and telephone directory
publishing.  As of Dec. 31, 2006, its telephone system included
approximately 4.09 million lines in service.

As of 2007, current approximate ownership of Telecom Argentina
is: * 54.74% by Nortel Inversora S.A., itself a consortium made
up of: -- Werthein Group (48%) -- Telecom Italia  -- France
Telecom group (2%); * 41.5% publicly traded; and * 4.21%
employee stock ownership program France Telecom sold its part of
Telecom Argentina to the WertheinGroup, an Argentine
agricultural concern owned in part by vice chairman Gerardo
Werthein.  As of 2007, current approximate ownership of Telecom
Argentina is: * 54.74% by Nortel Inversora S.A., itself a
consortium made up of: -- Werthein Group (48%) -- Telecom Italia
group (50%) -- France Telecom group (2%); * 41.5% publicly
traded; and * 4.21% employee stock ownership program.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 21, 2008, Fitch Ratings upgraded Telecom Argentina's
foreign and local currency issuer default ratings to 'B+' from
'B'.  Fitch said the outlook is positive.



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

REFCO INC: TH Lee Partners, et al., Want Access to Secret Docs
--------------------------------------------------------------
Thomas H. Lee Partners L.P., Grant Thornton LLP, and Mayer Brown
LLP seek access to documents and transcripts that have been made
available to Marc S. Kirschner, the Trustee for the Litigation
Trust and Private Actions Trust of Refco, Inc., and its
affiliates and subsidiaries.  T.H. Lee, et al., ask the U.S.
Bankruptcy Court for the Southern District of New York for
relief from the first amended protective order governing the
production and use of confidential material, dated March 19,
2007.

T.H. Lee, et al., are parties to several litigations commenced
by the Litigation Trustee, that are presently pending before the
Judge Gerard E. Lynch in the United States District Court for
the Southern District of New York.

Discovery in litigations is ongoing on a coordinated basis,
pursuant to a deposition protocol.  As in the proceedings in the
Bankruptcy Court, the treatment of confidential documents
produced in the Litigations is governed by the amended
stipulation and agreed confidentiality order dated February 8,
2008.  The Confidentiality Order provides that all confidential
discovery materials in the possession of any party may only be
used for purposes of those actions, and disclosed only to
specified recipients.

According to Richard A. Rosen, Esq., at Paul, Weiss, Rifkind,
Wharton & Garrison LLP, in New York, although the March 19
Protective Order provides for the relief sought by T.H. Lee, et
al., they have been unable to obtain access to the relevant
documents and transcripts.  He notes that The Litigation Trustee
has access to materials produced to the Official Committee of
Unsecured Creditors and the Bankruptcy Court-appointed Examiner.

Mr. Rosen insists that T.H. Lee, et al., require access to all
documents and other materials available to the Litigation
Trustee.  T.H. Lee, et al., have attempted to work with the
Litigation Trustee, as well as the individuals and entities
whose materials are in question, to gain access.  However, the
Litigation Trustee had contended that the Protective Order
prevents him from disclosing the relevant materials.

Consequently, T.H. Lee, et al., contacted the individual parties
and sought their consent.  Several parties have agreed to
disclosure, and the remaining parties, except one, have failed
to respond to the direct requests for disclosure.  Specifically,
Beckenham Trading Co., Deerhurst Management Co., Inc., EMF
Financial Products/Delta Flyer Fund, Northbridge Capital
Management, Inc., Coast Asset Management, McDermott, Will &
Emery, Edward McElwreath/Sean O'Shea, Frank Mutterer, Stephen
Grady, David Weaver, Sukhmeet Dhillon, Eric Lipoff, and Thomas
Dittmer have failed to respond to the request.  BAWAG has
objected to the disclosure.

Mr. Rosen maintains that the Withholding Parties do not face any
prejudice or burden by the limited disclosure requested.  T.H.
Lee, et al., seek only to use the documents and transcripts in a
manner consistent with the Confidentiality Order, in connection
with the Litigations.

T.H. Lee, et al., assert that they are not imposing any
additional burden to the Withholding Parties, and ask the
Bankruptcy Court to grant them access to the confidential
material.

A hearing to consider T.H. Lee, et al.'s request will be held at
10:00 a.m. on May 13, 2008, before U.S. Bankruptcy Judge Robert
Drain.

                          About Refco

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.  The company
has operations in Bermuda.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2006.


SECURITY CAPITAL: Posts US$96.8 Million Net Loss in 1st Qtr 2008
----------------------------------------------------------------
Security Capital Assurance Ltd. reported its results for the
three-month period ended March 31, 2008.  The net loss in the
first quarter of 2008 was US$96.8 million versus net income of
US$37.3 million in the first quarter of 2007.  The net loss for
the quarter was primarily due to non-cash, unrealized mark-to-
market losses on financial guarantee obligations in credit
derivative form of US$187.2 million.  As of March 31, 2008, the
company had total shareholders' equity of US$348.4 million and
common shareholders' equity of US$101.8 million.

"The credit environment in the first quarter of 2008 continued
to be very difficult," said Security Capital's President and
Chief Executive Officer, Paul S. Giordano.  "We are focused on
trying to restructure our company.  In the first quarter, we
also took steps to realign our operating costs with our present
situation of writing almost no new business."

For the first quarter of 2008, the company reported an operating
loss of US$2.7 million compared to operating income of US$44.1
million for the first quarter of 2007.  The deterioration in
operating income was due to higher net losses and loss
adjustment expenses, credit impairment charges associated with
net credit default swap (CDS) exposure, and restructuring
related expenses associated with severance, legal and advisory
fees, offset by higher net premiums earned and net investment
income.

       Net Change in Fair Value of Credit Derivatives and
    Credit Impairment Charges Associated with CDS Exposure  

The net loss during the quarter was primarily due to a US$187.2
million net unrealized mark-to-market loss on financial
guarantee obligations executed in credit derivative form.  This
unrealized mark-to-market charge was partially offset by net
realized and unrealized gains of US$72.5 million, attributable
to the exercise of its option under XLFA's capital facility to
issue XLFA Series B Perpetual Preferred Shares during the
quarter.  Of the first quarter 2008 mark-to-market loss, US$22.2
million represents credit impairment charges associated with the
company's credit derivative exposures.  These credit impairment
charges represent accretion associated with the discounted
amount of net anticipated claims and recoveries recorded during
the fourth quarter of 2007 on its CDO of ABS portfolio and does
not represent further adverse developments.

       Net Cash (Used) Provided by Operating Activities

For the three months ended March 31, 2008, net cash used in
operating activities was US$44.6 million compared to net cash
flows provided by operating activities of US$58.8 million in the
comparable three-month period in 2007.  Net cash used in
operating activities during the first quarter of 2008 was
primarily due to the company's decision to cease writing
substantially all new business, combined with higher expenses
and claims payments made during the quarter.  Gross claims paid
during the quarter totaled US$63.3 million and does not reflect
receivables from affiliated and third-party reinsurers of
US$50.1 million, including US$44.9 million receivable under an
excess of loss reinsurance agreement with XL Insurance (Bermuda)
Ltd.

                    Holding Company Liquidity

As of March 31, 2008, the holding company parent, Security
Capital Assurance Ltd,, on a stand-alone, unconsolidated basis,
had cash and cash equivalents of US$17.4 million.

Common and Preference Share Dividends. During the first quarter
of 2008, Security Capital's Board of Directors elected to not
declare a quarterly dividend with respect to the company's
common shares and a semi-annual dividend with respect to the
Security Capital Series A Preference Shares.  This election by
the company's Board of Directors reduced cash outflow by
approximately US$9.9 million for the three- month period ended
March 31, 2008. Any future dividends will be subject to
applicable law and regulatory requirements, as well as the
discretion and approval of Security Capital's Board of
Directors.

                    Merrill Lynch Litigation

As previously announced, on Feb. 22, 2008 and March 6, 2008, the
company issued notices terminating seven CDS contracts with
Merrill Lynch International.  The company issued each of the
termination notices on the basis of Merrill Lynch's repudiation
of certain contractual obligations under each of the CDS
contracts.  On March 19, 2008, Merrill Lynch filed a complaint
in a New York federal court challenging the effectiveness of the
company's terminations.  On March 31, 2008, XL Capital Assurance
Inc. filed a counterclaim seeking a judgment from the court
that its terminations were effective along with an award of
US$28 million in damages for Merrill Lynch's failure to make
certain termination payments under the Merrill Lynch CDS
contracts.  On April 18, 2008, Merrill Lynch filed a motion for
summary judgment, which the company will oppose, and that is
scheduled to be argued to the court on June 4, 2008.  The court
has also entered a scheduling order under which the case will be
ready for trial in August 2008.  The notional amount of the
Merrill Lynch CDS contracts at March 31, 2008 and Dec. 31, 2007,
aggregated US$3.1 billion before reinsurance (US$3 billion after
reinsurance.)

       First Quarter 2008 Financial and Operating Results

Presentation of Credit Derivatives:

In December 2006, the Securities and Exchange Commission
contacted the Association of Financial Guaranty Insurers, of
which the company is a member, and instructed its members to
recommend a uniform approach for presenting credit derivatives
issued by financial guarantee insurance companies in their
financial statements. The Association of Financial Guaranty
Insurers recommendation was developed in consultation with the
staff of the Office of the Chief Accountant and the Division of
Corporate Finance of the SEC and has been adopted by the company
effective Jan. 1, 2008, in accordance with the transition the
association discussed with the SEC.  Although the new
presentation does not affect the company's reported net income
(loss) or shareholders' equity, it changes the presentation of
revenues, expenses, assets and liabilities.
    
Adjusted Gross Premiums:

In the first quarter of 2008, the company ceased writing
substantially all new business and realigned its current
staffing levels to reflect this development.  Accordingly, the
presentation of adjusted gross premiums as a non-GAAP financial
measure of new business production has been suspended.

Net Premiums:

Net premiums earned increased 50% in the first quarter of 2008
to US$58.4 million compared to US$38.9 million in the first
quarter of 2007.  The previously referenced reclassification of
certain specific revenue, expense and balance sheet lines,
including net premiums earned, were associated with the
accounting treatment of the company's CDS contracts.  These
adjustments reduced net premiums earned by US$18.4 million in
the first quarter of 2008 and US$7.5 million in the first
quarter of 2007, when compared against the prior method for
presentation of net premiums earned. Net premiums earned
associated with the company's CDS contracts are now presented in
the "realized gains and losses and other settlements" line of
the statements of operations.

Net premiums earned include accelerated premiums from
refundings.  Refunding premiums increased to US$20.4 million
in the first quarter of 2008, compared to US$1.3 million in the
first quarter of 2007.  Refundings increased as a number of the
company's insured auction rate and variable rate demand
municipal bond insurance policies were refinanced.

Net Losses and Loss Adjustment Expenses:

Net losses and loss adjustment expenses were US$41.5 million in
the first quarter of 2008, compared to abenefit of US$1.8
million in the first quarter of 2007.  Additional case loss
provisions are primarily associated with adverse development on
one HELOC transaction and one CES transaction that experienced
additional credit deterioration during the first quarter of
2008.  The gain reported in the first quarter of 2007 was the
result of a US$3.3 million reversal of a case reserve associated
with a residential mortgage-backed securities transaction which
experienced favorable development.

Paid Claims:

During the three months ended March 31, 2008, the company paid
gross claims aggregating US$63.3 million on guarantees of
obligations supported by five HELOCs.  These claims primarily
relate to transactions for which the company has established
gross and net case loss reserves of US$193 million and US$62.8
million, respectively, at March 31, 2008. The gross paid claims
do not reflect recoveries due from affiliated and third-party
reinsurers, including XL Insurance (Bermuda) Ltd., totaling
US$50.1 million.  From November 2007, through April 25, 2008,
the company paid gross claims aggregating US$112 million.

Operating Expenses:

Operating expenses in the first quarter of 2008 were US$40.9
million, a 70% increase compared to US$24.1 million of operating
expenses for the same period in 2007.  This quarter's operating
expenses increase was driven by a US$10.3 million charge related
to workforce reductions.  Professional fees, primarily legal
expenses and advisory fees, were US$5.2 million and US$1.8
million higher than in the first quarter of 2007, respectively.  
The increase in professional fees was primarily due to projects
supporting restructuring and remediation efforts.  No costs were
deferred in the first quarter of 2008 because the company ceased
writing substantially all new business, which led to a US$7.8
million unfavorable operating expenses variance in the first
quarter of 2008 compared to the first quarter of 2007.

Corporate expenses, which are included in operating expenses and
are associated with Security Capital being a public holding
company, were US$7.5 million in the first quarter of 2008 versus
US$3.8 million in the comparable period in 2007. The increase
was primarily due to the higher expenses associated with the
company's restructuring efforts, which were partially offset by
lower executive management compensation costs.

Acquisition Costs:

Acquisition costs were US$5.7 million for the first quarter of
2008, a US$1.7 million increase over the comparable period in
2007.  The increase in acquisition costs in the first quarter of
2008 was primarily due to accelerated amortization of
acquisition costs in the insurance segment due to refundings,
calls and other accelerations which totaled US$1.6 million.

Net Investment Income:

Net investment income for the first quarter of 2008 was US$32.3
million, representing an increase of 24% from US$26.1 million in
the comparable period of 2007.  The increase in net investment
income was attributable to higher invested asset balances.
Average invested assets were US$2.7 billion in the first quarter
of 2008, compared to US$2.2 billion in the first quarter of
2007.  The increase was due to higher positive cash flows from
investing activities and cash flows from financing activities in
2007 and the investment of US$246.6 million of net proceeds
associated with the issuance of the Security Capital Series A
Preference Shares in the second quarter of 2007 and net proceeds
of US$200 million associated with the issuance of XLFA Series B
Perpetual Preferred Shares in the first quarter of 2008.  
Security Capital's average book yield decreased to 4.71% in the
first quarter of 2008 versus 4.75% in the first quarter of 2007.

Income Taxes:

The company has established a valuation allowance against its
entire deferred tax asset at March 31, 2008 and Dec. 31, 2007.  
The company's cumulative loss in the most recent three-year
period represented negative evidence sufficient to require a
full valuation allowance under the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes".  The company intends to maintain a full valuation
allowance for its net deferred tax asset until sufficient
positive evidence exists to support reversal of all or a portion
of the valuation allowance. Until such time, except for state,
local and foreign tax provisions, the company will have no net
deferred tax asset.

Balance Sheet:

The company's net loss reserves were US$167.4 million at the end
of the first quarter of 2008, versus US$135.6 million at year-
end 2007.  The increase was primarily due to the additional loss
reserve provisioning and loss reserve accretion which occurred
during the first quarter of 2008 in connection with the
company's insured HELOC and CES portfolios. During the first
quarter of 2008, the credit impairment charges associated with
the company's CDO of ABS portfolio were reclassified as a
derivative liability on the company's balance sheet in order to
comply with the recommendations by Association of Financial
Guaranty Insurers and the SEC and adopted by the company.  The
gross credit impairment associated with the company's CDO of ABS
portfolio, which is now included as a derivative liability,
totaled US$837.1 million as of March 31, 2008.  As of year-end
2007, the comparable liability that was previously reflected in
the "unpaid loss and loss adjustment expenses" line on the
company's balance sheet was US$829.8 million.  The increase was
primarily due to loss reserve accretion on insured CDO of ABS
transactions executed in derivative form.

As of March 31, 2008, total assets were US$3.8 billion, up 4.4%
from US$3.6 billion in total assets as of Dec. 31, 2007.  Book
value, or common shareholders' equity, decreased to US$101.8
million as of March 31, 2008, from US$180.5 million at the end
of 2007.  Common shareholders' equity per share was US$1.58 as
of March 31, 2008, versus US$2.81 at Dec. 31, 2007.  The
company's total shareholders' equity as of March 31, 2008 was
US$348.4 million.

Security Capital's adjusted book value was US$1.32 billion as of
March 31, 2008, versus US$1.50 billion as of Dec. 31, 2007.  
Adjusted book value is a non-GAAP financial measure defined as
common shareholders' equity, plus the after-tax value of
deferred premiums, net of prepaid reinsurance premiums and
deferred acquisition costs, plus the after-tax net present value
of estimated future installment premiums in force discounted at
7%.
    
Book value and adjusted book value per common share as of March
31, 2008, were based on the company's issued and outstanding
shares of 64,259,009.  This compares to 64,169,788 shares
outstanding as of Dec. 31, 2007.

                       About Security Capital

Security Capital Assurance Ltd. (NYSE: SCA) --
http://www.scafg.com-- is a Bermuda-domiciled holding company
whose primary operating subsidiaries, XL Capital Assurance Inc.
and XL Financial Assurance Ltd, provide credit enhancement and
protection products to the public finance and structured finance
markets throughout the United States and internationally.

                          *      *      *

As reported in the Troubled company Reporter-Latin America on
April 2, 2008, Standard & Poor's Ratings Services lowered its
rating on Security Capital Assurance Ltd.'s series A perpetual
noncumulative preference shares to 'D' from 'C'.  At the same
time, S&P removed the rating from CreditWatch with negative
implications.  The rating action follows the company's failure
to make its March 31, 2008, dividend payment.



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

BANCO ABC: Moody's Holds Foreign Currency Deposit Ratings at Ba2
----------------------------------------------------------------
Moody's Investors Service has changed to negative the outlook on
its Baa2 global local currency deposit rating for Banco ABC
Brasil S.A.  Moody's also placed a negative outlook on the
Aaa.br long-term Brazilian national scale deposit rating.  
Moody's also affirmed Banco ABC's D+ bank financial strength
rating and Ba2/NP long and short-term foreign currency deposit
ratings, with stable outlook.

The outlook change of Banco ABC's ratings follows the rating
action taken on the parent bank Arab Banking Corporation on
April 30, 2008.

According to Moody's, Banco ABC's local currency deposit ratings
incorporates the benefits it draws from being part of the Arab
Banking Corporation Group, and which are reflected in the
support to the Brazilian subsidiary.  The negative outlook on
the parent bank's financial strength rating could potentially
influence its capacity to provide support to its international
subsidiaries.

Moody's acknowledges that Banco ABC Brasil continues to report
solid financial performance on the back of positive macro
conditions and resilient credit growth in Brazil, as indicated
by its adequate financial metrics and superior asset quality.  
The significant business and strategic integration of the bank
with its foreign controlling shareholder is an important
component of its funding cost, which is predominantly wholesale
based.

These ratings assigned to Banco ABC Brasil S.A. had the outlook
changed to negative from stable:

  -- Long-Term Global Local-Currency Ratings: Baa2, negative
     outlook

  -- Long-Term Brazilian National Scale Deposit Ratings: Aaa.br,
     negative outlook

These ratings to Banco ABC Brasil S.A. were affirmed and remain
on stable outlook:

  -- Bank Financial Strength Rating : D+

  -- Global Foreign Currency Deposit Ratings: Ba2 for long-term
     and Not Prime for short-term

Established in 1983 and headquartered in Sao Paulo, Brazil,
Banco ABC Brasil SA, controlled by the Arab Banking Corporation
and with a branch on the Cayman Islands, is a multiple bank
endowed to operate with commercial, investment, financial,
housing loan and exchange portfolios.  As of March 2008, the
bank had total assets of approximately BRL5.88 billion and
equity of BRL1.11 billion.


BANCO DO BRASIL: Agribusinesses Paying Off Debts May Get Bonus
--------------------------------------------------------------
Banco do Brasil SA's Agribusiness Director Jose Carlos Vaz said
in a conference call with analysts that agribusinesses that pay
off outstanding debts may get a bonus from the bank, Business
News Americas reports.

Mr. Vaz told BNamericas that to reduce the level of debt in
Brazil's agricultural sector, Banco do Brasil could push back
loan payment due dates.  The bank may also cut interest rates,
Mr. Vaz added.

Banco do Brasil granted BRL56.5 billion in loans to
agribusinesses as of March 2008, BNamericas says, citing credit
director Luiz Gustavo Braz Lage.  This translated into a 25.3%
compound yearly growth rate since 2002, when Banco do Brasil had
BRL16.8 billion, Mr. Lage added.

Mr. Lage told BNamericas that Banco do Brasil's commercial loans
in the segment increased "at a CAGR of 36.1%" to BRL15.8 billion
in March 2008, compared to March 2007.  Its loans to family
farms grew "at a CAGR of 23.0%" to BRL40.7 billion.

BNamericas notes that Banco do Brasil's loans to agribusinesses
were one-third of the bank's entire loan book at the end of the
first quarter this year.  Banco do Brasil's Investor Relations
Officer Marco Geovanne told BNamericas that the bank had
BRL46.8 billion in loans to agribusinesses in the first quarter
2007.

Mr. Vaz told BNamericas that Banco do Brasil will keep expanding
loans to agribusinesses.  The bank wants to increase exposure to
the less-represented segments of sugarcane, lumber, fruits,
cattle, and biofuels, Mr. Vaz added.

BNamericas relates that Mr. Vaz said that Banco do Brasil wants
to extend requirements for agribusinesses to buy insurance
before securing a loan from the bank.  "It's a cultural change.  
We have to convince agribusinesses to use insurance, and BB
[Banco do Brasil] and other insurance companies are working hard
towards that," Mr. Vaz added.

Banco do Brasil is Brazil's federal bank and is the largest in
Latin America with some 20 million clients and more than 7,000
points of sale (3,200 branches) in Brazil, and 34 offices and
partnerships in 26 other countries.  In addition to its
traditional retail banking services, Banco do Brasil underwrites
and sells bonds, conducts asset trading, offers investors
portfolio management services, conducts financial securities
advising, and provides market analysis and research.

                           *     *     *

On Feb. 29, 2008, Moody's Investors Rating Service assigned a
Ba2 foreign currency deposit rating to Banco do Brasil.


BANCO NACIONAL: Signs BRL34.3 Million Contract With Metro Rio
-------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social has entered
on May 7, a BRL34.3 million financing contract with Metro Rio,
Rio de Janeiro’s subway concessionaire, for the company’s
operational structure upgrading project, which will adopt new
traffic and ticketing technologies.  Railcar, IT, traffic
management and maintenance redesign are also included in the
project.  The project's overall amount is BRL55.5 million.

The project will allow the implementation of a single ticketing
system and the replacement of traffic control systems currently
used in lines 1 and 2.

The existing fleet of 182 railcars will be redesigned,
increasing passenger transport capacity by 2.84% in the entire
system (lines 1 and 2).  For line 1, separately, seats will have
a 3.57% increase.  In line 2, seats will have a 2.15% increase.  
The subway operational fleet makes up 33 railcars.

The project, to be performed in around 12 months, will also
provide network adjustment investments (including railways,
stations and rolling stock) to the new systems to be
implemented.

Incorporated in January 1998, the concessionaire Metro Rio
started offering underground railway transport in April of the
same year through the concession of services for 20 years, which
can extended to 40 years.

The concession currently includes line 1, between Saens Pena and
Cantagalo stations, and line 2, between Estacio and Pavuna
stations.  Additionally, the stretch between Estacio and Carioca
stations (2.97 km) and the extension of line 1, between
Cantagalo and General Osorio (0.81 km), are also concession
object.

Lines 1 and 2 together are 36.8 kilometer long, include 33
stations and offer 29 railcars at rush hours, with average
interval between railcars of around 4 minutes.

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

                           *     *     *

Banco Nacional currently carries a Ba2 foreign long-term bank
deposit rating from Moody's Investors Service, and a BB+ long-
term foreign issuer credit rating from Standards and Poor's
Ratings Services.  The ratings were assigned in August and May
2007.


BANCO NACIONAL: May Launch Subsidiary in Uruguay
------------------------------------------------
Published reports say that Banco Nacional de Desenvolvimento
Economico e Social may launch a subsidiary in Montevideo,
Uruguay, before year-end to lower financing costs for Brazilian
firms with investments abroad, including trade finance.

Business News Americas relates that Banco Nacional said last
year that it would launch an office in Montevideo by
August 2008.  Brazil's President Luiz Inacio Lula da Silva would
disclose plans for the Montevideo unit on May 12.

According to the reports, the launching of the Banco Nacional
unit in Uruguay is in line with the Brazilian federal
government's plans to form a sovereign fund for Brazilian firms
to invest in foreign projects.  Financial daily Valor Economico
relates that the fund would purchase Banco Nacional bonds and
other debt issues on international markets, giving the bank
money to provide loans to Brazilian companies seeking to fund
infrastructure and other projects, mainly in Latin America and
Africa.  The reports say that the fund may be launched in June
with up to US$20 billion in investment.

Brazilian Planning Minister Paulo Bernardo commented to news
daily Folha de S Paulo, "BNDES [Banco Nacional] gets a return
from this.  We provide financing and we charge interest.  We're
not giving money away."

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

                           *     *     *

Banco Nacional currently carries a Ba2 foreign long-term bank
deposit rating from Moody's Investors Service, and a BB+ long-
term foreign issuer credit rating from Standards and Poor's
Ratings Services.  The ratings were assigned in August and May
2007.


BRASIL TELECOM: Conducting Pre-Launch Tests for Unico
-----------------------------------------------------
Brasil Telecom SA's Fixed Line Product Marketing Manager Rivo
Manhaes told Business News Americas that the firm is carrying
out pre-launch tests of a SIP Wi-Fi version of its fixed-mobile
hybrid telephony service Unico.

BNamericas notes that SIP Wi-Fi is the natural evolution of the
Cordless Telephony Profile system.  Brasil Telecom launched that
system in 2006.  The Cordless Telephony Profile system channels
calls along the home's fixed line when used in the vicinity.  It
reverts to Brasil Telecom's GSM network when out of range.  
Brasil Telecom has over 50,000 homes using the Cordless
Telephony Profile service.

BNamericas relates that Brasil Telecom previously disclosed
plans to launch the Wi-Fi version in February 2007, but later
said it expected to launch the service before the end of 2007.  
Mr. Manhaes did not provide an explanation as to why the launch
date keeps moving, and declined to give a definitive new date,
but told BNamericas that the firm is still engaged in adapting
product features.

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

                        *     *     *

In April 2008, Moody's Investors Service continues to review
Brasil Telecom SA's Ba1 rating for possible upgrade after the
announced acquisition of Brasil Telecom Participacoes SA by Tele
Norte Leste Participacoes SA.


BRASIL TELECOM: Will Launch Internet Protocol Television
--------------------------------------------------------
Brasil Telecom SA will launch Internet Protocol television,
Business News Americas reports.

According to BNamericas, the launch depend on the approval of
bill PL29, which would allow telecoms to transmit the full range
of television channels.  Brasil Telecom will launch a video on
demand service if the bill is not approved.

Brasil Telecom SA's Fixed Line Product Marketing Manager Rivo
Manhaes told BNamericas that triple or quadruple play accounts
are growing fast, whether video on demand in Brasilia or
Sky+DirecTV elsewhere.  Video on demand customers "are much less
prone to churn" than basic broadband subscribers, Mr. Manhaes
added.

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

                        *     *     *

In April 2008, Moody's Investors Service continues to review
Brasil Telecom SA's Ba1 rating for possible upgrade after the
announced acquisition of Brasil Telecom Participacoes SA by Tele
Norte Leste Participacoes SA.


BRASIL TELECOM: Will Use ERicsson's WCDMA/HSPA Network
------------------------------------------------------
Ericsson LM Tel Co. will provide Brasil Telecom Participacoes SA
with a WCDMA/HSPA network.

Business News Americas relates that Ericsson will be the main
supplier for the WCDMA/HSPA radio access network in five
Brazilian states.  It will be the supplier of Brasil Telecom's
2G and 3G common core network.  According to Ericsson,  its
Mobile Packet Backbone Network software will provide telecom-
quality Internet protocol transport and allow the operator to
introduce high quality multimedia services.  BNamericas notes
that Ericsson will be responsible for:

          -- network deployment,
          -- systems integration,
          -- training, and
          -- support services.

According to Ericsson, it will deploy and integrate systems of
IP Multimedia Subsystem in Brazil.

IP Multimedia Subsystem will bring Brasil Telecom's networks
into a single-service environment.  It will allow the launching
of new multimedia voice, data, audio, and video services across
multiple networks, Ericsson stated.

                       About Ericsson

Ericsson provides of technology and services to telecom
operators.  It supplies communications services and manages
networks that serve more than 185 million subscribers.  The
company's portfolio comprises mobile and fixed network
infrastructure, and broadband and multimedia solutions for
operators, enterprises and developers.  The Sony Ericsson joint
venture provides consumers with feature-rich personal mobile
devices.

                    About Brasil Telecom

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

                         *     *     *

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


BRASKEM SA: Wants to Refinance US$1.2B Bridge Loan for Ipiranga
---------------------------------------------------------------
Braskem S.A.'s Finance Vice President Carlos Fadigas said during
a press conference that the firm is seeking to refinance a
US$1.2 billion bridge loan it took out in April 2007 to fund the
acquisition of Ipiranga Petroquimica, Business News Americas
reports.

As reported by the the Troubled Company Reporter-Latin America
on Feb. 29, Braskem acquired 60% of Ipiranga Group's
petrochemical assets.  The transaction gave Braskem a direct
interest of 60% in Ipiranga Quimica, an indirect interest of 60%
in Ipiranga Petroquimica, and a direct and indirect interest of
62.7% in Copesul.  

Mr. Fadigas commented to BNamericas, "We asked for a two-year
limit to make the [acquisition] in stages and we were lucky to
get the investment grade rating, which will reduce our costs."  
Brazil's recent investment grade rating from Standards & Poor's
and lower interest rates in the U.S. make it a good time for
refinancing the bridge loan, Mr. Fadigas added.

BNamericas notes that Braskem will issue up to US$400 million in
bonds in the international market "in addition to US$800 million
in loans in the form of export pre-payments."  Braskem wants to
raise the money in up to four months.

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.

TCR-LA reported on Dec. 10, 2007, that Standard & Poor's raised
Braskem's long-term corporate credit to 'BB+' from 'BB'.
On Nov. 28, 2007, Moody's Investors Service assigned the company
a corporate family rating of Ba1 on the agency's global scale.


COMPANHIA SIDERURGICA: To Invest US$10BB to Up Output Capacity
--------------------------------------------------------------
Companhia Siderurgica Nacional SA will invest US$10 billion over
the next five years to increase its production capacity to
16.7 million tons per year in 2014, Business News Americas
reports.

Companhia Siderurgica's Executive Financial Director Otavio
Lazcano told BNamericas that the construction pipeline includes:

          -- two Brownfield projects at its main plant at Volta
             Redonda; and

          -- two new mills, one at its Itaguai port in Rio de
             Janeiro and one at Congonhas in Minas Gerais.

BNamericas notes that one of the Volta Redonda projects will add
output capacity of 600,000 tons per year of long steel.  Mr.
Lazcano said in a conference call that Companhia Siderurgica is
investing some US$113 million and the plant should be
operational by 2009.  

According to BNamericas, the other Brownfield project involves
the restoration of a facility closed down in 1991.  Companhia
Siderurgica bought new blast furnaces for the project.  The
facility will be able to produce 1.5 million tons per year of
pig iron.  The feasibility study for this project has been
concluded and the mill will start operations by 2009.

Mr. Lazcano told BNamericas that Companhia Siderurgica is
constructing a 10,000-square-meter facility in Itaguai.  The
project will produce some 4.5 million tons per year of slabs,
long steel, heavy plates, and steel sheets near the port on
Sepetiba bay, Mr. Lazcano added.

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.


FIAT SPA: To Source Auto Parts from India by 2010
-------------------------------------------------
Fiat SpA intends to import EUR250 million worth of auto parts
from India by 2010, which is eight times the current importation
of EUR30 million, the Economic Times reports.

The Economic Times adds that the move would enable Fiat to cut
costs since parts from India are around 10-15% cheaper.  
Further, it could also aid Fiat "broadbase its global market for
sourcing," ET says.

Citing Fiat Group Purchasing SRL CEO Gianni Coda, ET relates
that the sourcing would be implemented for the automaker's
Europe, Brazil and North America manufacturing plants.

                        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, among others.

                          *     *     *

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


GERDAU SA: Will Issue Bonds to Pay Back Bridge Loan
---------------------------------------------------
Gerdau SA will issue bonds due 2017 to raise up to US$1 billion
to partially pay back a bridge loan.

Business News Americas relates that Gerdau took out the bridge
loan to finance the US$1.7 billion purchase US-based Quanex
Corporation's steel mill Macsteel.

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

                            *     *     *

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


GENERAL MOTORS: Liquidity Negatively Impacted by US$2.1 Billion
---------------------------------------------------------------
The work stoppage at supplier American Axle & Manufacturing
Holdings Inc. has negatively impacted General Motors Corp.'s
liquidity by US$2.1 billion for the three months ended March 31,
2008.  Approximately 30 of GM's plants in North America have
been idled by the work stoppage.

GM, however, said the work stoppage has not negatively impacted
the company's ability to meet customer demand due to the high
levels of inventory at its dealers.

GM said GM North America's results were negatively impacted by
US$800 million as a result of the loss of approximately 100,000
production units in the three months ended March 31, 2008.  The
automaker anticipates that this lost production will not be
fully recovered after this work stoppage is resolved, due to the
current economic environment in the United States and to the
market shift away from the types of vehicles that have been most
strongly affected by the action at American Axle.

                  GM Shareholders' Deficit Rises

At March 31, 2008, the automaker's balance sheet showed total
assets of US$145,741,000,000 and total debts of
US$186,784,000,000, resulting in a stockholders' deficit of
US$41,043,000,000.  Deficit, at Dec. 31, 2007, and March 31,
2007, was US$37,094,000,000 and US$4,558,000,000, respectively.

For three months ended March 31, 2008, GM reported a net loss of
US$3,251,000,000 on US$42,670,000,000 total net sales and
revenue, compared to a net income of US$62,000,000 on
US$43,387,000,000 total net sales and revenue for same period
last year.

As reported in the Troubled Company Reporter-Latin America on
May 8, 2008, GM said that during the first quarter of 2008, it
took a non-cash charge of US$731,000,000 to increase its
liability for estimated net costs associated with its support of
Delphi Corp.'s bankruptcy and restructuring efforts.  GM
disclosed that the charge primarily results from updated
estimates reflecting uncertainty around the nature, value and
timing of GM's recoveries.  Delphi was scheduled to emerge from
bankruptcy in mid-April but obtained problems with
its exit equity financing from Appaloosa Management, PC, thus
affecting the timing of GM's recoveries from Delphi.

General Motors has now recorded charges totaling
US$8,300,000,000 in connection with Delphi-related issues.

                            About GM

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

                          *     *     *
As reported in the Troubled Company Reporter-Latin America on
April 29, 2008, Standard & Poor's Ratings Services said that its
'B' long-term and 'B-3' short-term corporate credit ratings on
General Motors Corp. remain on CreditWatch with negative
implications, where they were placed March 17, 2008.  The
CreditWatch update follows downgrades of 49%-owned subsidiaries
GMAC LLC (B/Negative/C) and Residential Capital LLC (CCC+/Watch
Neg/C).  The rating actions on Residential Capital LLC and GMAC
were triggered by the resignation of the only independent
directors at Residential Capital LLC.


GENERAL MOTORS: To Provide US$200 Million to Axle to End Strike
---------------------------------------------------------------
General Motors Corp. disclosed in a Securities and Exchange
Commission filing that it agreed to provide American Axle &
Manufacturing Holding with upfront financial support capped at
US$200 million to help fund employee buyouts, early retirements
and buydowns to facilitate a settlement of the work stoppage.

As reported in the Troubled Company Reporter-Latin America on
April 25, 2008, the strike called by the UAW union at Axle's
original U.S. locations continues into its 57th day on Tuesday.  
Approximately 3,650 associates are represented by the UAW at
these five facilities in Michigan and New York.  AAM and the UAW
worked effectively last week with the objective of reaching a
new collective bargaining agreement for the original U.S.
locations.  Tentative agreements were achieved on many issues
and AAM was encouraged by the progress.

Although AAM has made several economic proposals to the UAW with
"all-in" hourly wage and benefit packages that were considerably
higher than the market rate of AAM's UAW-represented competitors
in the U.S., the UAW has repeatedly rejected these economic
proposals.

AAM needs a U.S. market competitive labor agreement for the
original U.S. locations.  This is necessary because the UAW
previously negotiated market competitive labor agreements with
many of AAM's U.S. competitors in the driveline market segment.
This includes Dana, FormTech, Chinese-owned Neapco and Indian-
owned Bharat Forge.  The "all-in" wage and benefit package
granted by the UAW to these companies averages approximately
US$30 per hour.

In order for AAM to be able to compete for new business and
sustain employment at the original U.S. locations, the UAW must
offer AAM economic terms and conditions that are comparable to
those it has already granted to AAM's competitors.  The UAW's
latest economic proposal to AAM dated April 14, 2008, included
an "all-in" wage and benefit package that is almost double the
market rate established by the UAW with AAM's competitors.

The TCR reported in March 2008 that GM president and chief
operating officer Frederick A. Henderson said that although many
of its assembly plants have been partially or fully shut down by
the strike of United Auto Workers union members at Axle, GM
won't interfere with the parties' labor dispute.  Mr. Henderson
explained that GM was not losing sales because of the strike,
which started on Feb. 26, 2008, following expiration of a four-
year master labor agreement.  However, he said, if GM was
struggling because of the union protest, the company would be
one of those sitting on the negotiation table.

According GM's recent quarterly results filing, Axle's work
stoppage unfavorably impacted GM North America earnings by
US$800 million.

GM has about 30 facilities affected by the strike as the
supplier attempts to negotiate with the union.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle &
Manufacturing Holdings Inc. (NYSE:AXL) -- http://www.aam.com/--  
and its wholly owned subsidiary, American Axle & Manufacturing,
Inc., manufactures, engineers, designs and validates driveline
and drivetrain systems and related components and modules,
chassis systems and metal-formed products for light trucks,
sport utility vehicles and passenger cars.  In addition to
locations in the United States (in Michigan, New York and Ohio),
the company also has offices or facilities in Brazil, China,
Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea
and the United Kingdom.

                            About GM

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

                          *     *     *
As reported in the Troubled Company Reporter-Latin America on
April 29, 2008, Standard & Poor's Ratings Services said that its
'B' long-term and 'B-3' short-term corporate credit ratings on
General Motors Corp. remain on CreditWatch with negative
implications, where they were placed March 17, 2008.  The
CreditWatch update follows downgrades of 49%-owned subsidiaries
GMAC LLC (B/Negative/C) and Residential Capital LLC (CCC+/Watch
Neg/C).  The rating actions on Residential Capital LLC and GMAC
were triggered by the resignation of the only independent
directors at Residential Capital LLC.


GENERAL MOTORS: In Talks on US$750MM Pledge for ResCap Bailout
--------------------------------------------------------------
GMAC LLC, both owned by General Motors Corp. and Cerberus
Capital Management LP, is currently negotiating to provide a new
2-year US$3.5 billion senior secured credit facility to its
wholly owned subsidiary Residential Capital LLC, which would be
conditioned on successful completion by ResCap of a debt tender
and exchange offer for its outstanding unsecured notes.  
ResCap's financing plans also include seeking amendments to
substantially all of its secured bilateral credit facilities to
extend their maturities or to modify their tangible net worth
covenants.

GM and Cerberus are in discussions to acquire US$750 million
first loss participation in GMAC's proposed senior secured
credit facility, shared between Cerberus and GM on a pro rata
basis.

As reported in the Troubled Company Reporter on May 7, 2008,
ResCap disclosed that it is highly leveraged relative to its
cash flow, and its liquidity position has been declining.  
According to a Securities and Exchange Commission filing, ResCap
said there is a significant risk that the company will not be
able to meet its debt service obligations, be unable to meet
certain financial covenants in its credit facilities, and be in
a negative liquidity position in June 2008.

ResCap anticipates that its new debt agreements will include
covenants to maintain minimum cash balances.  To comply with
these covenants and to satisfy its liquidity needs, ResCap
expects that it will be required, even if it successfully
implements all of the proposed actions, to generate capital in
the near term through asset sales or other actions in addition
to its normal mortgage finance activities, to obtain additional
cash of approximately US$600 million by June 30, 2008.  This
additional cash requirement is an estimate based upon ResCap's
internal monthly cash forecasts targeting sufficient cash
surpluses to prudently operate its business and remain in excess
of anticipated cash covenants.

According to GM, if ResCap is unsuccessful in executing the
financing transactions, including additional liquidity actions,
it would have a material adverse effect on GMAC, which could
result in a further impairment of GM's investments in GMAC and
could disrupt GMAC's ability to finance GM's dealers and
customers.

                          About ResCap

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

                        About GMAC LLC

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

                           About GM

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

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 29, 2008, Standard & Poor's Ratings Services said that its
'B' long-term and 'B-3' short-term corporate credit ratings on
General Motors Corp. remain on CreditWatch with negative
implications, where they were placed March 17, 2008.  The
CreditWatch update follows downgrades of 49%-owned subsidiaries
GMAC LLC (B/Negative/C) and Residential Capital LLC (CCC+/Watch
Neg/C).  The rating actions on Residential Capital LLC and GMAC
were triggered by the resignation of the only independent
directors at Residential Capital LLC.


PETROBRAS ENERGIA: Fitch Holds BB Foreign & Local Currency IDRs
---------------------------------------------------------------
Fitch Ratings has affirmed both the foreign currency and local
currency issuer default ratings of Petrobras Energia S.A. at
'BB.'  In addition, Fitch has affirmed the company's national
scale rating at 'AA+(Arg)'.  The rating outlook for all issuer
default ratings is stable.  These issuances are affirmed at
'BB':

   -- Senior unsecured notes due 2009;
   -- Senior unsecured notes due 2010;
   -- Senior unsecured notes due 2011; and
   -- Senior unsecured notes due 2013;

Guaranteed notes due 2017 at 'BBB-'.

Petrobras Energia's ratings reflect support from the company's
majority shareholder, Petrobras Brasileiro, which has a foreign
currency IDR of 'BBB-' by Fitch.  Petrobras Energia is a
strategic asset for Petrobras contributing to the
diversification of Petrobras' international operations in Latin
America.  It will continue to benefit from Petrobras' leadership
position in both upstream and downstream operations and consumer
brand name awareness.  In addition, Petrobras Energia benefits
from technology sharing in the exploration and production
segment with Petrobras.  the company's unsecured foreign and
local currency IDRs, as well as notes due in 2009, 2010, 2011
and 2013, are rated two notches above the 'B+' country ceiling
of Argentina due to a number of factors.  These factors include
the company's strategic importance to Petrobras, its potential
to keep dollars abroad via exports, plus its ability to borrow
against the assets it owns outside of Argentina.

On a stand-alone basis, Petrobras Energia's ratings are
supported by solid credit metrics, an integrated business
profile, and proven hard currency generating ability.  Its
credit ratings are constrained by the high business risk
associated with operating in Argentina; profits are limited by
price controls, export taxes and high government intervention in
the energy sector.  The company has not been able to benefit
from high crude prices.  Increasing inflation has eroded sales
gains and has increased the company's cost structure.  
Macroeconomic concerns and government intervention in the
Argentine energy sector are not likely to be resolved in the
near term.

Petrobras Energia also has operations in Peru, Ecuador,
Venezuela and Bolivia.  Both the Venezuelan and Bolivian
operations have had to restructure their operating agreements
with both governments.  These restructurings have resulted in
reduced crude oil production for the company.  In Argentina, its
crude oil production has decreased due to the natural decline of
mature fields.  The combination of reduced crude oil production,
higher lifting costs, and increased cost structures across the
petrochemical and refining segments resulted in a 29% decrease
in fiscal year 2007 operating income.

Positively, Petrobras Energia is one of the low cost producers
in Argentina with a competitive cost structure.  At Dec. 31,
2007, net debt-to-EBITDA was 2.2 times, and EBITDA-to-interest
expense was 4.7.  While the company operates fairly
autonomously, it benefits from the financial strength of its
majority shareholder, Petrobras.  Petrobras Energia has ready
access to the international capital markets; such support from
its majority shareholder adds another dimension to its financial
flexibility.

Petrobras Energia, S.A. is headquartered in Buenos Aires,
Argentina.  Its majority owner, Petrobras, is based in Rio de
Janeiro, Brazil.


TAM SA: To Offer Additional Flights in Buenos Aires
---------------------------------------------------
TAM S.A. will offer additional flights to Ezeiza International
Airport in Buenos Aires, Argentina, with departures from Porto
Seguro, Recife, Salvador, Sao Paulo and Rio de Janeiro, from
June 19 to August 10 in order to meet the demands of the high
season.  In doing this, TAM will supplement availability of
flights connecting Brazil's Northeast with Buenos Aires,
expanding options for passengers wanting to take this route, as
well as increasing the number of flights from Sao Paulo and Rio
de Janeiro.

TAM currently operates 49 weekly frequencies to Buenos Aires,
with departures from Belo Horizonte, Brasilia, Florianopolis,
Fortaleza, Porto Alegre, Rio de Janeiro, Salvador and Sao Paulo.
With the additional flights, the airline will be offering 56
flights per week to the Argentine capital.

On Mondays, Tuesdays, Wednesdays and Fridays, the flight will
depart Recife at 3:30 p.m. and land in Salvador at 4:45 p.m.,
taking off at 5:30 p.m. en route to Tom Jobim (Galeao)
International Airport in Rio de Janeiro, departing from
there at 8:30 p.m. and landing at Ezeiza airport in Buenos Aires
at 11:50 p.m. For the return trip, the flight will depart from
Ezeiza at 6:30 a.m., landing in Rio at 9:30, in Salvador at
12:25 p.m. and in Recife at 2:25 p.m.

On Saturdays, the flight will depart from Porto Seguro at 10:45
a.m. and arrive in Buenos Aires at 3:00 p.m. The return trip
will be on flight, departing from Ezeiza at 6:00 a.m. and
arriving in Porto Seguro at 9:45 a.m.

On Thursdays and Sundays, the flight will leave Guarulhos
International Airport in Sao Paulo at 11:20 p.m., arriving in
Ezeiza at 2:10 a.m. For the return trip, the flight will depart
from Buenos Aires at 7:45 a.m. and land at 10:25 in Guarulhos.

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

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

                        *     *     *

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


TAM SA: Teams Up With LAN Airlines to Benefit Frequent Flyers
-------------------------------------------------------------
TAM S.A. has initiated a partnership with LAN Airlines that
allows customers to accumulate and redeem points for the TAM
Fidelidade Program and obtain the same benefit for LANPASS in
domestic and international flights operated by the two airlines.  
The integration of the frequent flyer programs comprises part of
the agreement between TAM and LAN signed last year, with the aim
of expanding services offered to passengers.

With this partnership, TAM passengers can use points accumulated
through the TAM Fidelidade Program to travel on any domestic or
international flight operated by the LAN Alliance.  In the same
manner, LANPASS participants can avail themselves of this
benefit on all domestic and international TAM flights.

TAM and LAN have had a codeshare agreement since 2007.  This
agreement allows passengers to travel to a variety of
destinations in South America with one single ticket from start
to finish, checking baggage through to the final destination.

Paulo Castello Branco, TAM Vice President for Planning and
Alliances, says that the integration of the TAM Fidelidade
Program and LANPASS is sure to stimulate passenger traffic on
the continent even more.  "This partnership will bring immediate
benefits to passengers, who will now have all the advantages
offered by TAM and LAN via their frequent flyer programs," he
says.  The agreement reinforces TAM's strategy of establishing
partnership with the world's leading airlines.

TAM became a pioneer in Brazil's airline industry with the
launch of its Fidelidade frequent flyer program. As of May 8,
the company has more than 4.5 million members, and has by now
issued more than 5.2 million tickets for frequent flyer points.

The LANPASS program has been in existence since 1985 and
currently has 2.8 million members.

                            About LAN

LAN Airlines -- http://www.lan.com/-- is one of the leading  
companies of Latin America.  The LAN Alliance consists of LAN
Airlines, LAN Express, LAN Peru, LAN Ecuador and LAN Argentina,
as well as LAN Cargo and its affiliates.  The LAN Alliance
serves 14 destinations in Chile, 12 in Peru, 10 in Argentina,
two in Ecuador, 15 destinations in other countries in Latin
American and the Caribbean, three in the United States, two in
Europe and four locations in the South Pacific, as well as 58
additional international destinations through various code-share
agreements.  At present, the LAN Alliance has 72 passenger
aircraft and 9 dedicated cargo planes.  LAN Airlines is a member
of OneWorld (TM).  It has bilateral commercial agreements with
American Airlines, British Airways, Iberia and Qantas, as well
as with Alaska Airlines, AeroMexico, Mexicana, TAM, Korean Air
and JAL.

                            About TAM

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

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

                        *     *     *

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


TELEMIG CELULAR: Earns BRL166.6 Million in First Quarter of 2008
---------------------------------------------------------------
Telemig Celular Participacoes S.A. has released its financial
results for the first quarter of 2008.

The company added 85,613 new clients in the quarter, increasing
the client base to 3,986,439.  In the first quarter of 2008,
EBITDA reached BRL349.8 million, representing 98.9% of total net
revenues.  Net additions amounted to 85,613 in the quarter.  Net
additions in the prepaid segment amounted to 85,197 in the 2008
First Quarter, bringing the total prepaid base to 3,152,609, or
79% of the total base.  The postpaid base increased by 416
clients, ending the quarter with 833,830 clients, or 21% of the
total base.

The company's total net revenues reached BRL353.6 million in the
first quarter of 2008, 6.1% lower than in the fourth quarter of
2007.  When compared to the first quarter of 2007, total net
revenues increased by BRL36.9 million.

For first quarter of 2008, the company reported net income of
BRL166.6 million.  The company's net income was positively
impacted by the reversal of ICMS provision in the amount of
BRL132.4 million.  Excluding the effect of this reversal, net
income would have reached BRL34.2 million, 71.8% higher than in
the fourth quarter of 2007 and 19.7% lower than in the first
quarter of 2007.   On March 31, 2008, total debt was BRL163.7
million, 85% of which was denominated in US dollars.  The entire
debt denominated in foreign currency was hedged.

As of March 31, 2008, the company’s debt was offset by cash
(cash equivalents and short-term cash investments) in the amount
of BRL941.3 million, but was affected by accounts payable from
hedging operations in the amount of BRL97.9 million, resulting
in a negative net debt (net cash) of BRL679.7 million.

                    About Telemig Celular
                      
Headquartered in Belo Horizonte, Brazil, Telemig Celular is the
leading provider of mobile communications services in the state
of Minas Gerais, Brazil.  As of November 2007, Telemig Celular
had 3.5 million customers, with a market share of 30% in its
concession area.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 19, 2008, Standard & Poor's Ratings Services disclosed that
its 'BB-' long-term corporate credit rating on Telemig Celular
S.A. and its 'B+' long-term corporate credit rating on Amazonia
Celular S.A. remain on CreditWatch with positive implications,
where they were placed on Aug. 6, 2007.  


TELE NORTE: Will Launch Oi Musica With MZA Music
------------------------------------------------
Tele Norte Leste Participacoes SA will launch a new record label
called Oi Musica with independent production company MZA Music.

Business News Americas relates that Oi Musica will feature new
artists.  It will increase the content Tele Norte offers in
different distribution channels like Internet, mobile
television, and radio.

Tele Norte's Business Director Jose Luis Volpini, "Innovation is
Oi's [Tele Norte} main attribute.  The convergence of
interactivity, distribution of content, integrating different
platforms is what characterizes the Oi Musica project."

BNamericas notes that MZA Music will be responsible for music
production and artist development.  Tele Norte won't be involved
in the launch of CDs, as this is the responsibility of the
producer.

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.


UNIAO DE BANCOS: Insurance Unit Earns BRL93 Mln. in 1st Quarter
---------------------------------------------------------------
Uniao de Bancos Brasileiros SA reported that net profit of
Unibanco AIG, its joint venture with American International
Group Inc., increased 34.8% to BRL93.0 million in the first
quarter 2008, compared to the first quarter 2007.

Business News Americas relates that Unibanco's operating income
rose 40.0% to BRL49.0 million in the first quarter 2008, from
the first quarter 2007.  Its investment income increased 18.9%
to BRL63.0 million.

The report says that Unibanco's combined ratio improved to 93.5%
in the first quarter 2008, from 94.4% in the same period last
year.  The firm's loss ratio improved to 43.6% from 47.3%.

According to BNamericas, net income of Unibanco's private
pension business increased 41.2% to BRL24.0 million in the first
quarter 2008, compared to the same period last year.  Its
revenues grew 9.59% to BRL377 million.

BNamericas notes that Unibanco's written premiums declined 9.98%
to BRL1.03 billion in the first quarter 2008, compared to the
first quarter 2007.  Its earned premiums rose 21.6% to
BRL760 million.

Unibanco's insurance and private pension businesses had a 7.10%
market share in terms of premiums as of February 2007, . and
ranked fourth among insurers in Brazil, BNamericas says, citing
figures from insurance regulator Susep and private health care
regulator ANS.

Unibanco's technical reserves increased 20.8% to BRL10.6 billion
in March 2008, compared to March 2007.  Its private pension
reserves grew 19.6% to BRL7.89 billion and insurance reserves
rose 24.6% to BRL2.66 billion, BNamericas reports.

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

                          *     *     *

In April 2008, Moody's Investors Service assigned a Ba2 foreign
currency deposit rating to Uniao de Bancos Brasileiros SA.


UNIAO DE BANCOS: May Raise Loan Growth Projections for 2008
-----------------------------------------------------------
Uniao de Bancos Brasileiros SA's Chief Financial Officer Geraldo
Travaglia told journalists that the bank could increase loan
growth projections for 2008, due to higher-than-expected
increases in car loans and corporate lending in the first
quarter 2008.

Mr. Travaglia commented to Business News Americas, "It's still a
bit early but two portfolios could lead us to revise guidance --
vehicle financing, which had strong growth, and big businesses,
which came in well above expectations."

Uniao de Bancos expects to increase its loan book by 25% this
year, compared to last year, BNamericas says, citing Mr.
Travaglia.

BNamericas relates that Uniao de Bancos increased its car loans
by 94.6% to BRL9.75 billion in the 12 months ended March 2008,
from the previous period.  Its loans to large corporations rose
28.8% to BRL25.0 billion.  Large corporates accounted for 38%
and car loans represented 15% of Uniao de Bancos' entire loan
book, which rose 40.7% to BRL66.2 billion.  

Mr. Travaglia told BNamericas, "We're well within the range
established at the beginning of the year.  Some items are
growing more than others but everything is going according to
plan."  Much of the demand for car loans carried over from the
end of 2007.  Big businesses wanted more loans from local banks
in the first quater 2008 due to adverse conditions on
international markets, Mr. Travaglia added.

Uniao de Bancos expects large corporate loans to increase 15% in
2008, from 2007, and car loans will grow 45%, BNamericas states,
citing Mr. Travaglia.

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

                          *     *     *

In April 2008, Moody's Investors Service assigned a Ba2 foreign
currency deposit rating to Uniao de Bancos Brasileiros SA.


* Fitch Says Suspension of Brazil Beef Buys Reduced Constraints
---------------------------------------------------------------
Trade constraints due to the suspension of purchase of fresh
Brazilian beef by the European Union in February of 2008 are
slowly diminishing, partially offset by an increase in exports
to Russia and non-traditional markets such as the Middle East
and North Africa, according to a Fitch Special Report, titled
'Brazilian Beef Sector: Consolidation on the Rise, Margin
Compression Risk and Diverging Credit Quality'.

Higher domestic raw material prices (live cattle) will likely
squeeze sector margins, pressuring small non-export players.  
This, in turn, will lead to an acceleration of sector
consolidation over the next two years.  Large Brazilian beef
export players, such as Friboi, Bertin, Marfrig, Minerva,
Mercosul, Independencia, Sadia, Arantes, Mataboi, and Margen,
will likely be best positioned to participate in sector
consolidation, depending on their individual business
strategies.

"Strategic consolidation can lead to economies of scale and
could present opportunities to improve profitability for the
smaller producers," saidDirector in Fitch's Latin America
Corporates Group, Revisson Bonfim.  "Fitch also expects beef
producers to push into other areas of the protein sector, while
food companies such as Sadia and Perdigao will increase
participation in the beef sector in order to self-supply raw
material for their beef food products," Mr. Bonfim added.

Downside sector risks include the potential for companies to
finance acquisitions with debt and increase leverage.  Increased
consolidation adds to event risks for creditors lending to
companies in the sector, as covenants from past bond issuances
provide little creditor protection.  Additionally, some of the
larger and already quite leveraged players could push credit
quality down depending on their appetite for risk and overall
strategies for growth.

Regional and country diversification will likely increase in the
coming years as well, as Brazilian producers seek to lower
sanitation risks and take advantage of low cost structures in
Paraguay and lower export restrictions to Uruguay.  
Additionally, equity investments in JBS and Bertin by Banco
Nacional de Desenvolvimento Economico e Social (BNDES), Brazil's
development bank, highlights the strategic importance of the
sector to the sovereign, and Fitch expects additional BNDES
equity investment in beef companies in 2008.

Credit quality of the sector will likely become more diverse as
companies pursue different growth strategies.  Clearly, the
effects of diversification could have a positive impact on the
credit quality of companies depending on the speed and manner of
financing.  Furthermore, forward and backward integration plays
may lower cash flow volatility and risk, which will be
contingent on execution and financing strategies.

Brazil is one of the lowest-cost beef-producing countries in the
world, due to key production factors such as a diverse climate,
geographic and geologic conditions, abundant availability of
disposable land coupled with lower land prices, low labor costs
and lower cattle prices.

While producers tend to be generally cost competitive on a
global basis, all are inherently exposed to commodity risks,
sanitation risks, and the risks of agricultural trade policies
of domestic and foreign governments.  Cash flow volatility has
the potential to be higher due to exposure to supply and demand
fundamentals, as well as their impact on beef prices, which
increases overall business risk in the sector.



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

ADELE SAILING: Will Hold Final Shareholders Meeting on May 15
-------------------------------------------------------------
Adele Sailing Ltd. will hold its final shareholders meeting on
May 15, 2008, at 10:00 a.m. at Genferstrasse 24, 8002 Zurich,
Switzerland.

These matters will be taken up during the meeting:

        1) accounting of the wind-up process, and

        2) determining the manner in which the books,
           accounts and documents of the company and
           the liquidator should be disposed.


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

The liquidator can be reached at:

                 Dr. Hand-Rudolf Staiger
                 c/o  Adele Sailing Ltd.
                 Genferstrasse 24,
                 8002 Zurich, Switzerland
                 Telephone: +41 44 283 8686
                 Fax: +41 44 283 8787


COLUMBIA INTERNATIONAL: Final Shareholders Meeting is May 15
------------------------------------------------------------
Columbia International Value Fund (Offshore) will hold its final
shareholders meeting on May 15, 2008, at 11:00 a.m. at the
offices of PricewaterhouseCoopers, Strathvale House, George
Town, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

        1) accounting of the wind-up process, and

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


Columbia Large's shareholder agreed on March 31, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Lawrence Edwards
                 Attn: Skye Quinn
                 P.O. Box 258, George Town,
                 Grand Cayman, Cayman Islands
                 Telephone: (345) 914 8678
                 Fax: (345) 945 4237


COLUMBIA LARGE: To Hold Final Shareholders Meeting on May 15
------------------------------------------------------------
Columbia Large Cap Core Fund (Offshore) will hold its final
shareholders meeting on May 15, 2008, at 11:30 a.m. at the
offices of PricewaterhouseCoopers, Strathvale House, George
Town, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

        1) accounting of the wind-up process, and

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

Columbia Large's shareholder agreed on March 31, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Lawrence Edwards
                 Attn: Skye Quinn
                 P.O. Box 258, George Town,
                 Grand Cayman, Cayman Islands
                 Telephone: (345) 914 8678
                 Fax: (345) 945 4237


COLUMBIA MARSICO: Sets Final Shareholders Meeting on May 15
-----------------------------------------------------------
Columbia Marsico Focused Equities Fund (Offshore) will hold its
final shareholders meeting on May 15, 2008, at 9:00 a.m. at the
offices of PricewaterhouseCoopers, Strathvale House, George
Town, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

        1) accounting of the wind-up process, and

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

Columbia Marsico's shareholder agreed on March 31, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Lawrence Edwards
                 Attn: Skye Quinn
                 P.O. Box 258, George Town,
                 Grand Cayman, Cayman Islands
                 Telephone: (345) 914 8678
                 Fax: (345) 945 4237


COLUMBIA MARSICO: Holds Final Shareholders Meeting on May 15
------------------------------------------------------------
Columbia Marsico Growth Fund (Offshore) will hold its final
shareholders meeting on May 15, 2008, at 9:30 a.m. at the
offices of PricewaterhouseCoopers, Strathvale House, George
Town, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

        1) accounting of the wind-up process, and

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

Columbia Marsico's shareholder agreed on March 31, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Lawrence Edwards
                 Attn: Skye Quinn
                 P.O. Box 258, George Town,
                 Grand Cayman, Cayman Islands
                 Telephone: (345) 914 8678
                 Fax: (345) 945 4237


COLUMBIA SMALL: To Hold Final Shareholders Meeting on May 15
------------------------------------------------------------
Columbia Small Cap Growth Fund II (Offshore) will hold its final
shareholders meeting on May 15, 2008, at 10:00 a.m. at the
offices of PricewaterhouseCoopers, Strathvale House, George
Town, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

        1) accounting of the wind-up process, and

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

Columbia Small's shareholder agreed on March 31, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                 Lawrence Edwards
                 Attn: Skye Quinn
                 P.O. Box 258, George Town,
                 Grand Cayman, Cayman Islands
                 Telephone: (345) 914 8678
                 Fax: (345) 945 4237


EOC CORP III: To Hold Final Shareholders Meeting on May 15
----------------------------------------------------------
EOC Corp. III will hold its final shareholders meeting on
May 15, 2008, at 7 North Willow Street, Suite 8A, Montclair, New
Jersey 07042, USA.

Matters relating to accounting of the wind-up process will be
taken up during the meeting.
       
EOC Corp. III's shareholder agreed on March 20, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

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


EOC CORP V: Will Hold Final Shareholders Meeting on May 15
----------------------------------------------------------
EOC Corp. III will hold its final shareholders meeting on
May 15, 2008, at Blue River Asset Management LLC, 7 North Willow
Street, Suite 8A, Montclair, New Jersey 07042, USA.

These matters will be taken up during the meeting:

        1) accounting of the wind-up process, and

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

The liquidator can be reached at:

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


FONDAZIONE FAMIGLIA: Holds Final Shareholders Meeting on May 15
--------------------------------------------------------------
Fondazione Famiglia Buonocore will hold its final shareholders
meeting on May 15, 2008, at 10:00 a.m. at Clifton House, 75 Fort
Street, PO Box 1350, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

        1) accounting of the wind-up process, and

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

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

The liquidator can be reached at:

                 Reid Services Limited
                 Clifton House, 75 Fort Street
                 P.O. Box 1350, Grand Cayman,
                 Cayman Islands


HERBALIFE LTD: Names Andrew Speller as VP for Investor Relations
----------------------------------------------------------------
Herbalife Ltd. has appointed Andrew L. Speller as its vice
president, investor relations.

Mr. Speller spent the past 15 years in the financial services
industry where he established a strong reputation for his
analytical ability and built numerous relationships with
investors.

He joins Herbalife from A.G. Edwards & Sons, where he was
associate vice president, senior equity analyst.  Mr. Speller
headed one of five healthcare teams which provided investment
analysis on individual companies and specific industry issues.  
He often appeared in the media, commenting on healthcare
trends and specific companies, and has been recognized four
times by The Wall Street Journal's "Best on the Street" survey
of sell-side analysts for stock picking.

A native of Nashville, Tenn., Mr. Speller earned a Master of
Business Administration from St. Louis University and a Bachelor
of Science in business administration from University of
Missouri-Columbia, with degrees in finance and banking, and real
estate.

Herbalife Ltd. (NYSE: HLF) -- http://www.herbalife.com/-- is a      
global network marketing company that sells weight management,
nutritional supplement, energy & fitness products and personal
care products through a network of over 1.7 million independent
distributors where the company currently sells the products
through retail stores and an employed sales force.  The company
reports in the U.S., Canada, Jamaica, Mexico, Costa Rica, El
Salvador, Panama, the Dominican Republic, Brazil, Europe,
Africa, New Zealand and Australia, among others.  Herbalife was
founded in 1980 and is based in Grand Cayman, Cayman Islands.

                          *      *      *

In April 2007, Standard & Poor's Ratings Services said that its
'BB+' corporate credit rating on Herbalife Ltd. remains on
CreditWatch with negative implications following the company's
announcement that the company's board of directors has rejected
a bid to be acquired by Whitney V L.P.  The board indicated that
although it views Whitney's bid as too low, it would consider an
improved offer.


PARMALAT SPA: Parma Judge Unites 2 Trials, Keeps Others Separate
----------------------------------------------------------------
Judge Eleonora Fiengo of a court in Parma, Italy, refused the
request of Parmalat founder Calisto Tanzi's lawyers to unite all
trials connected to the financial collapse of Parmalat S.p.A.,
Colleen Barry writes for The Associated Press.

Giampiero Biancolella, counsel for Mr. Tanzi, argued that
combining the Parma trials will allow an efficient defense of
his client, noting that many strands in the cases overlap, AP
reports.

Judge Fiengo refused the request, ruling that keeping the trials
separate would hasten smaller cases without hindering the
defense, AP relates.

The judge however combined two of the trials -- the main trial
accusing Mr. Tanzi and 22 others of fraudulent bankruptcy will
now include the founder's former lawyer Michele Ributti, who is
charged of misappropriating Parmalat funds.

Judge Fiengo kept these trials separate:

    * relating to the failure of the Parmatour travel firm;

    * relating to Parmalat's purchase of mineral water-firm
      Ciappazzi; and

    * relating funds availed from Emilia Romagna Factoring.

The court will resume trials June 4, 2008, AP relates.  The
court will decide the same day whether to combine to the main
proceedings the trial relating to Parmalat's  acquisition of
Eurolat.

Paola Cagossi, a lawyer representing more than 1,000 Parmalat
investors, told AP that maintain several trials would give small
shareholders a better chance of winning damages.

                       About Parmalat

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

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

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

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

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

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



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

AES CORP: Reports US$233 Mil. Net Income in Qtr. Ended March 31
---------------------------------------------------------------
The AES Corporation today reported 2008 first quarter net income
of US$233 million compared to a net loss of US$461 million for
the first quarter 2007.  The 2007 loss was primarily driven by
the sale of EDC, which resulted in a non-cash, after-tax charge
of US$638 million.

"We had a good start to 2008, demonstrating the strength of our
portfolio and the benefits we derive from our global footprint,"
said Paul Hanrahan, AES President and Chief Executive Officer.  
"We continued to focus on executing our global pipeline of core,
wind, solar and climate solution projects, including the
acquisition of Masinloc in the Philippines, the start of
construction of our first three Greenfield hydro projects in
Turkey and our expansion into solar energy.  We are well-
positioned for continued growth going forward."

During the quarter, the company's revenues increased by
US$1.0 billion, or 33%, to US$4.1 billion.  The increase in
revenues reflects higher prices and volumes of approximately
US$701 million across all regions, as well as favorable foreign
currency translation of approximately US$264 million. It also
reflects an increase of approximately US$26 million from TEG and
TEP, two plants the company acquired in northern Mexico in
February 2007.

Gross margin increased by US$197 million, or 23%, to $1.0
billion.  Gross margin benefited from a combination of higher
prices and volumes at the company's Latin American and European
generation businesses of approximately US$190 million, favorable
foreign currency translation of approximately US$74 million and
contributions from new businesses.  These gains were offset in
part by a one-time charge of US$30 million related to the
establishment of a regulatory reserve for a proposed credit to
customers at its Indianapolis Power and Light (IPL) subsidiary.

First quarter income from continuing operations was US$234
million versus US$113 million in first quarter of 2007.  The
2007 results included a charge of US$35 million related to the
impairment of the Company's investment in AgCert, a UK company
which produces Certified Emission Reduction credits, which is
now being consolidated into earnings.

First quarter 2008 net cash from operating activities was
US$471 million as compared to US$600 million in first quarter
2007.  Excluding US$132 million contribution from EDC, a
business sold in May 2007 but which is included in the
consolidated statement of cash flows for first quarter 2007, net
cash from operating activities would have increased by
approximately US$3 million.

First quarter 2008 free cash flow (a non-GAAP financial measure)
was US$292 million as compared to US$393 million in first
quarter 2007.  Excluding any contribution from EDC, free cash
flow (a non-GAAP financial measure) would have decreased by
approximately US$3 million.

Both current year operating cash flow and free cash flow reflect
the impact of higher receivables due to increased sales revenue
in first quarter 2008.

The AES Corporation (NYSE:AES) -- http://www.aes.com/-- is a
power company with operations in South America, Europe, Africa,
Asia and the Caribbean.  The Company generates 44,000 megawatts
of electricity through 124 power facilities, and delivers
electricity through 15 distribution companies.

AES has been in Eastern Europe for over ten years, since it
acquired three power plants in Hungary in 1996.  Currently, AES
has two distribution companies in Ukraine, which serve 1.2
million customers and generation plants in the Czech Republic
and Hungary.  AES is also the leading company in biomass
conversion in Hungary, generating 37% of the nation's total
renewable generation in 2004.  The company has Latin America
operations in Argentina, Brazil, Chile, Dominican Republic, El
Salvador and Panama.

AES's business group in Asia & Middle East is comprised of
electric utilities and generation plants in China, India,
Kazakhstan, Oman, Qatar, Pakistan and Sri Lanka.  Fuels include
coal, diesel, hydro, gas and oil.  AES has been in the region
since 1994, when it acquired the Cili generation plant in China.

                            *     *     *

The AES Corporation still carries Moody's Investors Service's
Corporate Family Rating and the senior unsecured rating assigned
at B1.  The company also carries Fitch Ratings' 'BB/RR1' rating
on US$500 million issue of senior unsecured notes due 2017.

As reported in the Troubled Company Reporter-Latin America on
March 7, 2008, AES Corporation is in default under its senior
secured credit facility and its senior unsecured credit facility
due to a breach of representation related to its financial
statements as set forth in the credit agreements.  As a result,
US$200 million of the debt under the company's senior secured
credit facility will be classified as current on the balance
sheet as of Dec. 31, 2007.  There are no outstanding borrowings
under the senior unsecured facility.


GLOBAL CROSSING: Inks 4-Year Service Pact With Pedro de Valdivia
----------------------------------------------------------------
Global Crossing Ltd. has signed a four-year data center service
contract with Chilean educational network Pedro de Valdivia,
Business News Americas reports.

BNamericas relates that value added services of Global
Crossing's Chilean data center is increasing.  These services
include business continuity planning.

                   About Pedro de Valdivia

Pedro de Valdivia is an educational network in Chile.  It
includes Universidad Pedro de Valdivia, Colegio Pedro de
Valdivia, Preuniversitario Pedro de Valdivia, Instituto Wall
Street, and the Centro de Formacion Empresarial.

                    About Global Crossing

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

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

                         *     *     *

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

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



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

ANIXTER INT'L: May Repurchase Up to 1 Mil. of Outstanding Shares
----------------------------------------------------------------
Anixter International Inc. reported a share repurchase program
under which the company may repurchase up to 1,000,000 of its
outstanding shares with the exact volume and timing dependent on
market conditions.

Anixter noted that all previously announced share repurchase
programs had been completed prior to the end of the first
quarter of 2008.

Anixter currently has approximately 35.7 million shares
outstanding.

                         About Anixter

Anixter International Inc. -- http://www.anixter.com/-- is the
world's largest distributor of communication products and
electrical and electronic wire and cable, and a leading
distributor of fasteners and other small parts ("C" class
inventory components) to original equipment manufacturers.

The company has nearly US$725 million in inventory of more than
325,000 products, logistics network of 197 warehouses with more
than 5 million square feet of space.  It has operations in Latin
American countries including Mexico, Costa Rica, Brazil and
Chile.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 2, 2007, Fitch Ratings affirmed these ratings for
Anixter International Inc. and its wholly owned operating
subsidiary, Anixter Inc.:

Anixter International Inc.

  -- Issuer Default Rating 'BB+';
  -- Senior unsecured debt 'BB-'.

Anixter Inc.

  -- Issuer Default Rating  'BB+';
  -- Senior unsecured notes 'BB+';
  -- Senior unsecured bank credit facility at 'BB+'.


SIRVA INC: Court Sets June 16 as Class 5-A Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted the request of the Committee of Unsecured Creditors in
the bankruptcy cases of Sirva Inc. and its debtor-affiliates,
and established June 16, 2008, at 5:00 p.m., Pacific Time, as
bar date for holders of Class 5-A Claims.

Judge James M. Peck also approved the procedures for filing
proofs of claim, as well as the form and manner of notice for
the Class 5-A Claims Bar Date.

The Court directs the Debtors to serve the Class 5-A Bar Date
Notice on or before May 12, 2008, on:

  (a) the United States Trustee,
  (b) holders of Class 5-A Claim, and
  (c) other parties as deemed appropriate by the Debtors.

The proofs of claim must conform substantially to Form No. 10 of
the Official Bankruptcy Forms, and must be received by Kurtzman
Carson Consultants LLC, on or before the Class 5-A Claims Bar
Date.

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.  When the Debtors filed for
bankruptcy, it reported total assets of US$924,457,299 and total
debts of US$1,232,566,813 for the quarter ended Sept. 30, 2007.  
The Court confirmed the Debtor's First Amended Prepackaged Plan
on May 7, 2008.

(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
===================================

TRICOM SA: Bancredito Panama Sends Subpoena to BDO Seidman
----------------------------------------------------------
Richard Smolev, Esq., at Kaye Scholer LLP, in New York -- on
behalf of Eduardo Pazmino, the official liquidator of
Bancredito, (Panama) S.A. -- issued a subpoena to four parties-
in-interest, directing them to produce and permit the inspection
and copying of certain documents at his law office on May 16,
2008.  The four parties are BDO Seidman LLP, KPMG International,
The Bear Stearns Companies, Inc., and Sotomayor & Associates
LLP.

The documents relate to the purchase of US$70,000,000 of Tricom
S.A.'s stock in December 2002, through the loans extended by
Bancredito Panama to the Debtors.  Bancredit Cayman Limited  
asserts a claim on the fund, which was allegedly looted from  
Bancredit Cayman by one of its directors, Manuel Arturo
Pellerano, who is also a majority controlling owner of Tricom.

Mr. Smolev noted that if any document in the four parties'
custody is withheld on the basis of a claim of privilege or work
product protection, the companies have to identify:

  (i) the nature of the privilege being claimed, or the
      state's privilege law being invoked if the privilege
      asserted is related to a claim or defense governed by
      state law; and

(ii) the type and date of the document, its general subject
      matter, and other information sufficient to identify
      the document for a subpoena duce tecum, unless it would
      cause disclosure of the privileged information.

To the extent the companies object to any part of the subpoena,
they are required to state with particularity both the grounds
and the reasons for their objection, and respond to all parts of
the subpoena to which the objection does not apply, Mr. Smolev
said.

The companies are further required to supplement their responses
in accordance with Rule 26(e) of the Federal Rules of Civil
Procedure, Mr. Smolev added.

                        About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

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


TRICOM SA: Asks Court to Fix July 8 As Claims Bar Date
------------------------------------------------------
Pursuant to Rule 3003(c)(3) of the Federal Rules of Bankruptcy
Procedure, Tricom SA and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to
establish July 8, 2008, as the deadline for creditors to file
proofs of claim.

Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New
York, says that holders of these claims need not file a proof of
claim:

  (1) claims already filed with the Clerk of the Bankruptcy
      Court for the Southern District of New York;

  (2) claims listed on the Debtors' schedules of assets and
      liabilities, provided that the claim is not scheduled
      as disputed, contingent or unliquidated; the holder
      does not disagree with the amount, nature and priority
      of the claim as stated in the schedules; and the holder
      does not dispute that the claim is an obligation of the
      specific Debtor against which the claim is listed in the
      schedules;

  (3) claims that have been allowed by the Court's order;

  (4) claims that have been paid in full by any of the
      Debtors;

  (5) claims for which specific deadlines have previously been
      fixed by the Court;

  (6) claims allowable under Sections 503(b) and 507(a) of the
      Bankruptcy Code as an expense of administration; and

  (7) claims that arose after February 29, 2008.

Any creditor who is required but fails to file a proof of claim
will not be permitted to vote to accept or reject the Debtors'
Chapter 11 reorganization plan, and participate in any  
distribution on account of his claim, Mr. Nashelsky notes.  

Mr. Nashelsky says that they intend to provide about 60 days'
notice of the Bar Date to concerned parties, given the cross-
border nature of the Debtors' business, and given that Tricom
S.A., and TCN Dominicana S.A., are Dominican corporations.

The Debtors also intend to publish the Bar Date Notice in (i)
Listin Diario, a newspaper circulated in the Dominican Republic;
(ii) La Prensa in Panama; and (iii) the international edition of
The New York Times, within 10 days after the Court approves
their request.

Consistent with their normal notification practices for  
employees, the Debtors propose these procedures for providing
the Bar Date Notice to employees of Tricom and TCN:

  (i) post the Bar Date Notice and the proof of claim form on
      the Debtors' intranet and provide electronic notice that
      those forms are available; and

(ii) maintain copies of the Bar Date Notice and the proof of
      claim form with the personnel departments at Tricom's
      and TCN's headquarters.

The Debtors further ask the Court that they not be required
to provide the Bar Date Notice to their present or former
customers.

Mr. Nashelsky says it would be burdensome for the Debtors to
compile customer information, and the Debtors do not have
addresses for the majority of their non-retail customers.

                        About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of USUS$327,600,000 and total debts of USUS$764,600,000.

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



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

DYOLL GROUP: Shareholders Authorize Firm's Liquidation
------------------------------------------------------
The Jamaica Gleaner reports that Dyoll Group Ltd.'s
shareholders, headed by its chairperson Damien King, authorized
the firm's liquidation during a special meeting held at Kingston
on May 2, 2008.

Dyoll Group's board will file a petition to the Supreme Court
for the appointment of a liquidator, The Gleaner states.

Dyoll Group Ltd. is a Jamaica-based company that is principally
engaged in the insurance business.  Jamaica's Financial Services
Commission has assumed temporary management of the Jamaica-based
Dyoll Insurance Co. Ltd. in March 7, 2005, in order to establish
the true position of the Company, address the matter of
settlement to its claimants and ensure that its policies will
remain in force after a high level of insurance claims were
leveled on the company as a result of the hurricane Ivan.  
Kenneth Tomlinson was appointed temporary manager.  Jamaica's
Supreme Court ordered for the distribution of a US$653 million
fund held by the FSC in accordance with the Insurance Act 2001,
section 59, which says that the prescribed deposit, on the
winding up of an insurance company, should be applied first to
settle the claims of local policyholders.


JAMAICA PRODUCERS: Loses J$312 Mln. in Quarter Ended March 2008
---------------------------------------------------------------
Jamaica Producers Group reported a J$312 million loss during the
quarter ended March 22, 2008, three times the J$102 million loss
incurred in the same period in 2007, according to Radio Jamaica.

Radio Jamaica relates that the destruction of Jamaica Producers'
banana crop as a result of Hurricane Dean partly affected the
firm's revenues and profits during the quarter ended March 2008.  
There were no revenues from banana exports or snack food
production in Jamaica.

Jamaica Producers told Radio Jamaica that it cut administrative
and other operating expenses by 14%.  It decreased its work
force and froze salaries.

Jamaica Producers advised shareholders that it will have to
consider the sale, closure or restructuring of parts of its
business to bring the firm back to profitability and growth.  
The Jamaica Gleaner further relates that Jamaica Producers also
hinted that it may make acquisitions that help strengthen its
"core business".

Jamaica Producers' Chairperson Charles Johnston told The Gleaner
that the firm might have to find "alternative use for some
assets."

According to The Gleaner, Jamaica Producers' Financial
Controller Paul Samuels said that the group would be giving
banana production another chance.  The Jamaican government has
followed through on its promise to provide support for growers.  
The government authorized a US$4 million loan.  If another storm
hits and wipes out crops financed by the funds, the government
would waive repayment, Mr. Samuels added.  The Gleaner notes
that the loan is repayable over five years at 7% per annum,  
with a one-year moratorium on the principal.

"It is something that contributes significantly to communities
in the areas where we operate -- we are not just going to walk
away from it -- but revenues by comparison are lopsided," Mr.
Samuels commented to The Gleaner.

The Gleaner relates that Jamaica Producers started replanting
its farms.  The firm admitted that the fields won't reach full
production until the third quarter 2008.  The company's shipping
operation was "devoid of its usual business" in the quarter
ended March 2008.  

The Gleaner further cites Mr. Johnston as saying, "During the
quarter, we had no revenues from banana exports or snack food
production in Jamaica.  More-over, we had to scale back our
shipping and freight forwarding activities that typically rely
on the back haul opportunities that are created by our banana
export business."

The Gleaner notes that to reassure shareholders, Jamaica
Producers "played up its balance sheet which remains
capitalized" at over J$9 billion against long-term liabilities
of J$1.5 billion, "and reflects working capital of
J$3.2 billion."

Mr. Johnston commented to The Gleaner, "This initiative is
ongoing.  We have reduced head count, frozen salaries, delayed
salary increases throughout the group."

The report says that Jamaica Producers is "refining its customer
and product mix, and diversifying geographically" to try to
lessen risk to storms.

The Gleaner states that Jamaica Producers has a joint venture
snack business in the Dominican Republic.  The unit complements
Jamaica Producers' Jamaican operations.  Mr. Samuels told The
Gleaner that the Dominican Republic unit can take up the slack
when Jamaica is down, and vice versa.  Mr. Samuels denied any
shift of the Jamaican operation to the Dominican Republic.  
Jamaica Producers also has banana farms in Honduras and its
fruit and smoothie juice business centered in the United
Kingdom.

Jamaica Producers Group Limited is engaged in the cultivation,
marketing and distribution of bananas and other fresh produce
locally and overseas, juice manufacturing and distribution,
shipping, and the holding of investments.  It is organized into
three business segments: banana segment, which comprises the
growing, sourcing, ripening, marketing and distribution of
bananas, and the operation of a shipping line that transports
bananas to the United Kingdom; fresh and processed foods
segment, which comprises the sourcing, marketing and
distribution of fresh produce (other than bananas), and the
production and marketing of fresh juices, drinks and other
freshly prepared foods and tropical snacks, and the corporate
segment.



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

ADVANCED MARKETING: Seeks US$1.8M From 'Hooked on Phonics' Maker
----------------------------------------------------------------
Bankruptcylaw360.com reports that Advanced Marketing Services
Inc. filed a complaint against the producers of "Hooked on
Phonics" for wrongfully withholding funds.  Advanced Marketing
has asserted a claim for US$1,860,000 against the defendants,
Bankruptcylaw360 relates.

The Debtor is hoping to recoup money for customer returns on
several educational book products, Bankruptcylaw360 notes.

Hooked on Phonics creates educational products that help teach
English, Math and other skills to children.

Educate, Inc. acquired the company, now known as Smarterville
Productions LLC., in 2005.

Based in San Diego, Calif., Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in
the U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group
Incorporated and Publishers Group West Incorporated filed for
chapter 11 protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos.
06-11480 through 06-11482).  Suzzanne S. Uhland, Esq., Austin K.
Barron, Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers,
LLP, represent the Debtors as Lead Counsel.  Chun I. Jang, Esq.,
Mark D. Collins, Esq., and Paul Noble Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.

In schedules filed with the Court, Advanced Marketing disclosed
total assets of US$213,384,791 and total debts of
US$216,608,357.  Publishers Group West disclosed total assets of
US$39,699,451 and total debts of US$83,272,493.  Publishers
Group Inc. disclosed zero assets but US$41,514,348 in
liabilities.

On Aug. 24, 2007, the Debtors' exclusive period to file a
chapter 11 plan expired.  On the same date, the Debtors and
Creditors Committee filed a Plan & Disclosure Statement.  On
September 26, the Court approved the adequacy of the Disclosure
Statement explaining the Second Amended Plan.  On Nov. 13, 2007,
the Debtors filed a Third Amended Plan and that plan was
confirmed by the Court on November 15.  The Plan became
effective December 4 and Curtis R. Smith was appointed Plan
Administrator.


AMERICAN AXLE: Gets US$200M Aid from GM to Resolve Labor Dispute
----------------------------------------------------------------
American Axle & Manufacturing Holdings Inc. will receive upfront
financial support from General Motors Corp. capped at
US$200 million to help fund employee buyouts, early retirements
and buydowns to facilitate a settlement of the work stoppage,
according to GM filing with the Securities and Exchange
Commission.

As reported in the Troubled Company Reporter-Latin America on
April 25, 2008, the strike called by the UAW union at Axle's
original U.S. locations continues into its 57th day on Tuesday.  
Approximately 3,650 associates are represented by the UAW at
these five facilities in Michigan and New York.  AAM and the UAW
worked effectively last week with the objective of reaching a
new collective bargaining agreement for the original U.S.
locations.  Tentative agreements were achieved on many issues
and AAM was encouraged by the progress.

Although AAM has made several economic proposals to the UAW with
"all-in" hourly wage and benefit packages that were considerably
higher than the market rate of AAM's UAW-represented competitors
in the U.S., the UAW has repeatedly rejected these economic
proposals.

AAM needs a U.S. market competitive labor agreement for the
original U.S. locations.  This is necessary because the UAW
previously negotiated market competitive labor agreements with
many of AAM's U.S. competitors in the driveline market segment.
This includes Dana, FormTech, Chinese-owned Neapco and Indian-
owned Bharat Forge.  The "all-in" wage and benefit package
granted by the UAW to these companies averages approximately
US$30 per hour.

In order for AAM to be able to compete for new business and
sustain employment at the original U.S. locations, the UAW must
offer AAM economic terms and conditions that are comparable to
those it has already granted to AAM's competitors.  The UAW's
latest economic proposal to AAM dated April 14, 2008, included
an "all-in" wage and benefit package that is almost double the
market rate established by the UAW with AAM's competitors.

The TCR-LA reported in March 2008 that GM president and chief
operating officer Frederick A. Henderson said that although many
of its assembly plants have been partially or fully shut down by
the strike of United Auto Workers union members at Axle, GM
won't interfere with the parties' labor dispute.

Mr. Henderson added that GM were not losing sales because of the
strike, which started on Feb. 26, 2008, following expiration of
a four-year master labor agreement.  However, he said, if GM was
struggling because of the union protest, the company would be
one of those sitting on the negotiation table.

According GM's quarterly results filing, Axle's work stoppage
unfavorably impacted GM North America earnings by
US$800 million.

GM has about 30 facilities affected by the strike as the
supplier attempts to negotiate with the union.

                            About GM

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  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.

                       About American Axle

Headquartered in Detroit, Michigan, American Axle &
Manufacturing Holdings Inc. (NYSE:AXL) -- http://www.aam.com/--  
and its wholly owned subsidiary, American Axle & Manufacturing,
Inc., manufactures, engineers, designs and validates driveline
and drivetrain systems and related components and modules,
chassis systems and metal-formed products for light trucks,
sport utility vehicles and passenger cars.  In addition to
locations in the United States (in Michigan, New York and Ohio),
the company also has offices or facilities in Brazil, China,
Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea
and the United Kingdom.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 7, 2008, Moody's Investors Service placed American Axle &
Manufacturing Holdings, Inc.'s Ba3 Corporate Family Rating under
review for downgrade.


AUDIOVOX CORP: Relocates Mexican Unit to Miguel Hidalgo District
---------------------------------------------------------------
Audiovox Corporation's wholly-owned subsidiary Audiovox Mexico
has relocated its headquarters to the business district, Del.
Miguel Hidalgo in Mexico City.

The recently formed Audiovox Mexico needed the new facility to
help it meet expected additional business demand resulting from
two key business situations.  First, the recent license
agreement with the Eveready Battery Company to market and
distribute Energizer-branded products throughout Mexico, Central
America, the Caribbean and South America and second, the
increased emphasis on distribution of some of the Audiovox-
branded products that is planned for the region.

Audiovox Mexico was established as part of the company's most
recent acquisition, when it took over the RCA Audio/Video
facility in Mexico.  Audiovox believes a local presence in the
growing Latin America market will allow it to expand beyond the
RCA product lines and into the company's diverse product
portfolio.

The new location features a large, hi-tech product showroom
where customers can view core products, interact with a highly
knowledgeable customer support team, and experience first-hand,
the Audiovox family of brands.

The facility houses all operational units including financial,
commercial, administration, technical support and marketing and
serves as the headquarters for Audiovox's Consumer Electronics
Audio/Video, Mobile Audio/Video, Security and Accessories
business locally in Mexico.

"This new facility is in keeping with our stated goals for
increased international presence both overseas and in the
Americas," said Audiovox Corp. President and Chief Executive
Officer, Patrick Lavelle.  "Our new premises at Miguel Hidalgo
are state-of-the-art and should allow us to grow our business
while providing the level of customer service and support that
has been our hallmark in our domestic operations."

                        About Audiovox

Headquartered in Hauppauge, New York, Audiovox Corp. (Nasdaq:
VOXX) -- http://www.audiovox.com/-- is a supplier and value  
added service provider in the consumer electronics industry.  
The company conducts its business through subsidiaries and
markets mobile and consumer electronics products both
domestically and internationally under several of its own
brands.  It also functions as an original equipment manufacturer
supplier to a wide variety of customers, through several
distinct distribution channels.

                          *     *     *

In October 1997, Moody's Investors Service placed Audiovox
Corp.'s long term corporate family and bank loan debt ratings at
'B1'.  Both ratings still hold to date.


BANCA MIFEL: S&P Affirms Counterparty & Credit Ratings at BB-/B
---------------------------------------------------------------
Standard & Poor's Rating Services has affirmed its 'BB-/B'
counterparty credit and CD ratings on Banca Mifel S.A.  The
outlook is stable.  At the same time, S&P affirmed its
'mxBBB+/mxA-2' national scale counterparty credit rating on the
bank.  The outlook on the national scale rating is positive.  
S&P also affirmed its 'B-' rating on Banca Mifel's US$100
million perpetual noncumulative nonpreferred subordinated notes.
      
"The ratings on Mifel are constrained by a still-high level of
restructured loans in its credit portfolio, pressured
profitability, the bank's plans to expand into new markets
through an expanded distribution network, and a less benign
operating environment," said S&P's credit analyst Laurence
Wattraint.  The bank's currently strong capitalization levels, a
stable and loyal client base, and adequate credit risk
management support the ratings.
     
The rating assigned to Banca Mifel's perpetual noncumulative
subordinated non step-up notes reflects the subordination of the
notes, the potential deferability of interest and capital
payments, and the bank's overall financial strength.  According
to S&P's criteria on hybrid capital, the securities will be
classified as "Category 2, Intermediate-Strong" with a 33%
equity content for adjusted common equity.
     
The enhancement of the bank's underwriting and collection
processes has improved the overall quality of the loan
portfolio.  Banca Mifel's asset quality has improved
significantly during the past two years.  The loan portfolio
has diversified by industry and customer and there has been a
reduction in related-party transactions.  Additionally, the
ratio of nonperforming assets to total loans to 5.3% in 2007
from 14.3% in 2005 was achieved by reducing the level of
restructured loans originated by past administrations.  
Nonperforming loans have remained at adequate levels of 1.88%,
and in S&P's view reserve coverage is adequate for the risks
taken.  S&P expects the bank to maintain its asset quality
despite its plans to enter new market niches and its aggressive
expansion plans.
     
The stable outlook reflects S&P's opinion that Banca Mifel will
be able to manage its planned growth, especially with new
untested businesses, and maintain clean assets and adequate
liquidity while meeting competitive challenges.
     
A positive ratings action depends on the success of the
expansion strategy as reflected in consistent asset quality
measures and profitability levels above 1.5%.  Conversely, a
downturn on asset quality, significant funding and liquidity
pressures, or a material decline in profitability could trigger
a downgrade.

Headquartered in Mexico City, Mexico, Banca Mifel is the largest
subsidiary of Grupo Financiero Mifel, which also has factoring,
leasing and mutual fund management companies.  As of March 2007,
the bank had 18 branches and its overall market share in terms
of loans, assets and deposits was less than 0.5%.  At end-2006,
the bank's assets, deposits and equity amounted to
US$698 million, US$567 million and US$88 million, respectively.  


CLEAR CHANNEL: Judge Okays Breach of Contract Suit Against Banks
----------------------------------------------------------------
Justice Helen Freedman of the New York Supreme Court has allowed
the litigation of the breach of contract claim of CC Media
Holdings Inc. against a consortium of banks to continue, Reuters
report.

Justice Freedman, however, rejected CC Media's claims of fraud
and civil conspiracy against them.

CC Media, a corporation formed by private-equity funds Thomas H.
Lee Partners LP and Bain Capital LLC to buy Clear Channel
Communications Inc., sued various banks to compel them to
fulfill their promise to finance the Clear Channel acquisition.

On Monday, the banks, namely Citigroup Inc., Morgan Stanley,
Credit Suisse Group , Royal Bank of Scotland Group PLC, Deutsche
Bank AG and Wachovia Corp., sought authority from a Texas Court
to dismiss a lawsuit alleging their interference in the buyout
deal's completion, Kevin Kingsbury of The Wall Street Journal
relates.  The banks have insisted that the lawsuit is immature
since the deadline for the closure of the deal is on June 12,
and the deal may still be completed.

The banks said the company is "in effect asking this court to
render an advisory opinion based on hypothetical events that
have not occurred and may never occur."

The lenders also contend that because they have offered to enter
into binding arbitration "and agreed to fund the merger based
open the arbitrator's resolution of the remaining open terms,"
they aren't intentionally trying to interfere in the deal's
completion.

As reported in the Troubled Company Reporter on April 14, 2008,
the Hon. Joe F. Brown Jr. of the Bexar County State District
Court in Texas, rejected the request of a consortium of banks to
dismiss a lawsuit filed against them by CC Media.  The judge
converted a temporary restraining order, which was issued by the
court to force the financiers to honor the financing deal, into
a temporary injuction, turning the state of the deal back to its
existing condition.  A trial is set for June 2, 2008.

As previously reported in the TCR, the privatization of Clear
Channel appeared in danger of collapsing after CC Media and the
lenders reportedly failed to reach agreement on the final
financing of the transaction.  Clear Channel had anticipated
closing the merger agreement by March 31, 2008. The company's
shareholders approved the adoption of the merger agreement, as
amended.  The deal includes US$19.4 billion of equity and US$7.7
billion of debt.

The main dispute centers on the lending syndicate's demand that
the private equity firms replace a long-term financing package
of at least six years in the original agreement with a short-
term, three-year bridge-financing agreement; and a condition
that the buyers not use a revolving credit facility or Clear
Channel's cash flow to pay down about US$3.8 billion in short-
term debt securities.

Subsequently, CC Media sued the bank group to compel them to
honor the agreement. CC Media filed complaints in New York state
court in Manhattan and in Bexar County, Texas. The firms alleged
the backers breached the contract entered in May to fund the
deal.  Clear Channel joined the suit in Texas. In Texas, Clear
Channel asked for an order banning the banks from interfering
with the merger agreement and sought more than US$26 billion in
damages.

                      About Clear Channel

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays.
Outside U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.  As of Dec. 31, 2007, it owned 717 core radio
stations, 288 non-core radio stations which are being marketed
for sale and a leading national radio network operating in the
United States.

                           *     *     *

In March 2008, Standard & Poor's Ratings Services said its
ratings on Clear Channel Communications Inc., including the 'B+'
corporate credit rating, remain on CreditWatch with negative
implications.

Fitch Ratings stated that in line with previous guidance, Clear
Channel Communications' 'BB-' Issuer Default Rating and Senior
Unsecured Ratings would remain in place if the going-private
transaction is not completed.

Moody's stated that assuming the transaction is completed as
currently contemplated, Clear Channel will likely be assigned a
Corporate Family Rating of B2 and the rating on the existing
senior notes is likely to be notched down to Caa1 based on their
expected subordination to the new senior secured debt facilities
and the new senior notes.


FRONTIER AIRLINES: Gets Court Okay to Assume Airbus Sale LOI
------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries obtained
authority from the U.S. Bankruptcy Court for the Southern
District of New York to assume:

  (i) a letter of intent dated as of March 13, 2008, for the
      sale of two Airbus A319-111 aircraft and two Airbus
      A318-111 aircraft with Verulamium Finance Ltd.; and

(ii) an Agency Agreement with respect to the remarketing of
      four A320 Series Aircraft, dated as of Dec. 17, 2007, with
      JetWorks Leasing, now known as SkyWorks Leasing LLC.

Under the Agency Agreement, SkyWorks -- appointed as the
exclusive
and world-wide agent to arrange for a sale or lease of the A320
Series Aircraft -- performed these duties:

  -- compiling summary information required for the evaluation
     of the Aircraft;

  -- marketing the Aircraft, including due diligence
     investigations of potential lessees;

  -- preparing and negotiating letters of intent;

  -- liaising with Frontier's legal counsel;

  -- managing the logistics of closing a transaction; and

  -- ensuring that each potential counterparty executes a
     confidentiality agreement.

The Debtors' proposed counsel, Marshall S. Huebner, Esq., at
Davis Polk & Wardwell, in New York, related that after an
extensive sales effort by Skyworks, Frontier and Verulamium
executed the Letter of Intent, pursuant to which Verulamium
would purchase the four Aircraft for an aggregate purchase price
of US$106 million.

A portion of the proceeds equal to approximately US$68.5 million
will be used to repay in full the mortgages on each of the
Aircraft, resulting in a net cash gain to the estate of
US$37.5 million.

The Letter of Intent stated that the Aircraft will be delivered
on May 6 and 13, 2008, and Aug. 5 and 12, 2008, by which  
Verulamium is required to deliver payment in full equal to
the purchase price for the Aircraft.

If the Letter of Intent is assumed, therefore, on or about
May 6, the Debtors will receive a substantial cash infusion
equal to US$13.4 million, including security deposits due,
Mr. Huebner said.

Immediate assumption of the Letter of Intent is necessary so
that Frontier can perform its obligations and receive the
substantial cash infusion that will be generated from the
proceeds of the sale, Mr. Huebner told Judge Robert D. Drain.

The Debtors, Mr. Huebner continued, rely upon the liquidity that
assumption of the Letter and sale of the Aircraft will generate
for their estates.  Assumption of the Letter will provide the
necessary cash for Frontier's continued operations and will aid
Frontier in achieving its goals of cost reduction and liquidity
maximization.

Mr. Huebner noted that the Aircraft are far from generating
useful revenue for the estates, and are a drain on the Debtors'
resources because they are underutilized.  Selling the Aircraft
will allow Frontier to save maintenance and storage expenses on
the Aircraft, he said.

"This is not a sale made in haste at a discounted price to
generate cash.  Instead, this is a thoroughly-considered and
long-planned sale that will generate needed liquidity for the
benefit of the Debtors and their estates and creditors,"
Mr. Huebner maintained.

According to Mr. Huebner, Skyworks' compensation for its
services includes a US$490,000 sales success fee and an
incentive fee of approximately US$241,000, which, in the
aggregate, is less that 0.7% of the gross proceeds of the sale
of the Aircraft and is reasonable for the services that Skyworks
will provide to consummate the sale.

Accordingly, the Debtors' assumption of the Agency Agreement
with Skyworks is a necessary precondition to the assumption of,
and performance under, the Letter of Intent, he added.

Mr. Huebner asserted that the ultimately, assumption of the
Agreements will:

  (i) significantly contribute to the Debtors' cash flows for
      their operating plan;

(ii) allow the Debtors to save significant costs on the
      maintenance and storage of unneeded Aircraft;

(iii) enable the Debtors to continue implementing their
      operational strategy; and

(iv) provide more cash flow and less risk than any other
      alternative plan to lease or sell the Aircraft.

Pursuant to Sections 365(a), 363(b) and 363(f) of the Bankruptcy
Code, the Sale will be free and clear of all liens and claims,
with a portion of its proceeds used to repay the indebtedness
secured by the Aircraft, Mr. Huebner explained.

The Debtors related that no cure amounts will be required to be
paid as a condition to the assumption of the Agreements.

                  About Frontier Airlines Inc.

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

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


KANSAS CITY: Unit Launches Tender Offer on US$200MM 9-1/2% Notes
----------------------------------------------------------------
Kansas City Southern's wholly owned subsidiary, The Kansas
Southern Railway Company has commenced a cash tender offer for
any and all of its US$200 million aggregate principal amount of
9-1/2% Senior Notes due 2008 and a consent solicitation to amend
the related Notes and indenture.  The terms and conditions are
set forth in the Offer to Purchase and Consent Solicitation
Statement dated May 8, 2008.

The solicitation of consents will expire at 5:00 p.m., New York
City time, on May 21, 2008, unless extended.  The tender offer
will expire at 12:00 midnight, New York City time, on June 5,
2008, unless extended.

The total consideration for Notes validly tendered and accepted
for payment pursuant to the tender offer and consents validly
delivered pursuant to the solicitation on or prior to May 21,
2008, will be equal to the present value on the settlement date
of all future cash flows on the Notes to Oct. 1, 2008, the
maturity date of the Notes, calculated in accordance with
standard market practice, based on the assumptions that the
Notes would be redeemed in full at US$1,000 per US$1,000
principal amount of Notes on Oct. 1, 2008, and that the yield to
the Maturity Date is equal to the sum of:

   (i) the yield on the 4.625% U.S. Treasury Note due Sept. 30,
       2008 (Reference Security), as calculated by the Dealer
       Managers in accordance with standard market practice,
       based on the bid-side price for the Reference Security,
       as of 2:00 p.m., New York City time, on the same date as
       the Consent Deadline, as displayed on the Bloomberg
       Government Bondtrader, Page BBT3 (or any recognized
       quotation source selected by the Dealer Managers in their
       discretion if the Bloomberg Government Bondtrader is not
       available or is manifestly erroneous), plus

   ii) 50 basis points, minus accrued and unpaid interest from
       and including the last interest payment date, to, but
       not including, the settlement date set forth in the Offer
       to Purchase.  

The Total Consideration also includes a consent payment of
US$30.00 per US$1,000 principal amount of Notes tendered,
payable to holders that validly tender their Notes and give
their consents prior to May 21, 2008.  Holders whose Notes are
validly tendered and accepted for payment pursuant to the tender
offer on or prior to June 5, 2008 but after May 21, 2008, will
be eligible to receive the Total Consideration less the Consent
Payment.

Holders who tender Notes prior to May 21, 2008, will receive, in
addition to the Total Consideration, accrued and unpaid interest
to, but not including, the Optional Early Settlement Date set
forth in the Offer to Purchase, and holders who tender Notes
after May 21, 2008, but prior to June 5, 2008, will receive, in
addition to the Tender Offer Consideration, accrued and unpaid
interest to, but no including, the Final Settlement Date set
forth in the Offer to Purchase, in each case as applicable and
upon the terms and subject to the conditions described in the
Offer to Purchase.

The Company has engaged Morgan Stanley & Co. Incorporated and
Banc of America Securities as Dealer Managers and Solicitation
Agents for the tender offer and consent solicitation.

Persons with questions regarding the tender offer or the consent
solicitation should be directed to:

    Morgan Stanley
    Tel. Numbers: (800) 624-1808 (toll-free)
                  (212) 761-5797 (collect),

                     or

    Banc of America Securities
    Tel. Numbers: (888) 292-0070 (toll-free)
                  (704) 388-9217 (collect)

    Attention: Debt Advisory Services

Requests for documents should be directed to:

    D.F. King & Co., Inc.,
    Information and Tender Agent
    Tel. Numbers: (800) 488-8075
                  (212) 269-5550.

Headquartered in Kansas City, Missouri, Kansas City Southern --
http://www.kcsouthern.com/en-us-- is an international  
transportation holding company comprised of three primary
railroads: The Kansas City Southern Railway Company, Kansas City
Southern de Mexico, and Panama Canal Railway Company.

                            *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 28, 2008, Fitch Ratings upgraded the foreign and local
currency Issuer Default Ratings of Kansas City Southern de
Mexico, S.A. de C.V. to 'BB-'from 'B+'.  Fitch said the Rating
Outlook is stable.  Fitch also upgraded Kansas City Southern de
Mexico's US$165 million 7.375% senior notes due 2014; US$460
million 9.375% senior notes due 2012; US$175 million 7.625%
senior notes due 2013 to 'BB-' from 'B+' rating.


QUAKER FABRIC: Exclusive Plan Filing Period Moved to May 19
-----------------------------------------------------------
The Honorable Keven Gross of the U.S. Bankruptcy Court for the
District of Delaware extended Quaker Fabric Corporation and its
debtor-affiliates' exclusive periods to:

  a) file a Chapter 11 plan until May 19, 2008; and

  b) solicit acceptances of that plan until July 17, 2008.

Joseph M. Barry, Esq., at Young Conaway Stargartt & Taylor LLP
in Wilmington, Delaware, say that the Debtors and the Official
Committee of Unsecured Creditors are ironing out the last
details of the proposed joint Chapter 11 plan of liquidation.

The Debtors and the Committee, Mr. Barry says, were unable to
finalize the proposed plan before the Debtors' initial exclusive
rights to file a plan expired on Feb. 18, 2008.

According to the Debtors' motion, most of their assets were sold
in September 2007.  The Debtors say that Atlantis Charter School
purchased undeveloped 66 acres of real estate located in Fall
River, Massachusetts for US$2.6 million; E&E Co., Ltd., bought
Tupelo Lee Industrial Park in Verona, Mississippi for
US$175,000; and Gordon Brothers Group LLC acquired substantially
all of the Debtors' other assets for US$27 million.

The Debtors say to Judge Gross that they trimmed down their
personnel to four since Aug. 16, 2007.

                     About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and
spun products for use in the production of its fabrics, as well
as for sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr.
D. Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer
Cutler Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at
Young Conaway Stargatt & Taylor LLP are co-counsels to the
Debtors.  Epiq Bankruptcy Solutions is the Debtors' claims
agent.  The Official Committee of Unsecured Creditors has
selected Shumaker, Loop & Kendrick, LLP, as its bankruptcy
counsel and Benesch, Friedlander, Coplan & Aronoff, LLP, as co-
counsel.

The Debtors' schedules reflect total assets of US$41,375,191 and
total liabilities of US$54,435,354.


QUEBECOR WORLD: Seeks Extension of the CCAA Stay Until July 25
--------------------------------------------------------------
Quebecor World Inc. and its affiliates ask the Quebec Superior
Court of Justice to:

  -- extend the stay under the the Companies' Creditors
     Arrangement Act to July 25, 2008, and

  -- amend the Initial Order to (i) align the provisions
     relating to the debtor-in-possession financing with those
     of the US Final DIP Order and (ii) provide adequate
     protection to the Chief Restructuring Officer recently
     appointed by Quebecor World, Inc.  

Ernst & Young, Inc., the Court-appointed monitor, relates that
pursuant to the Order of the Superior Court dated February 19,
2008, the stay period expires on May 12, 2008.  E&Y asserts that
extension of the stay period is necessary for the Applicants to
complete their revised business plans, present the business
plans to the Committees, and commence negotiations with the
Committees and the other stakeholders.  E&Y adds that all of
this must occur in order for the Applicants to be in a position
to fully develop a plan or plans of compromise or arrangement.

E&Y notes that the Applicants continue to provide their
regulatory financial reports, as well as prepare information
required in relation to the U.S. Proceedings and respond to the
requests of the Committees.  According to E&Y, the Applicants
will also need to turn their attention to the preparation of a
liquidation analysis as plans of reorganization or arrangement
are being developed.

To ensure consistency between the administration of the U.S. and
Canadian proceedings, E&Y says, it is necessary that the
provisions of the Initial Order relating to the DIP Financing be
aligned with the US Final DIP Order.

E&Y states that the key changes to the Initial Order, which have
been reviewed and discussed with the advisors and the creditors'
committees, deal with:

  (a) the exchange of information between major stakeholders;

  (b) the amendment process applicable to the DIP Credit    
      Agreement;

  (c) the intercompany claims between Applicants, secured by a
      court ordered intercompany charge ranking after the CCAA    
      Charges, the Bank Syndicate Security, the SocGen Security,
      and any other claims and Encumbrances expressly senior to,
      or on priority with, each of the CCAA Charges;

  (d) transfers of property by Applicants to Non-Applicant
      Affiliates;

  (e) the tracking of the intercompany claims and transfers of    
      property; and

  (f) the payment of pre-filing debts.

The Applicants also want the Initial Order to include details of
the indemnity of Randall C. Benson as Chief Restructuring
Officer.

A full-text copy of the proposed Revised Initial Order is
available for free at http://ResearchArchives.com/t/s?2ba7.

E&Y anticipates that the Applicants will be back before the
Superior Court on a number of occasions during the proposed
extension period.

                     About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service assigned a Ba2 rating
to the US$400 million super priority senior secured revolving
term loan facility of Quebecor World Inc. as a Debtor-in-
Possession.  The related US$600 million super priority senior
secured term loan was rated Ba3 (together, the DIP facilities).  
The RTL's better asset value coverage relative to the TL
accounts for the ratings' differential.


QUEBECOR WORLD: E&Y Reports Updates on CCAA Proceedings
-------------------------------------------------------
Ernst & Young, Inc., monitor of Quebecor World Inc. and certain
of its affiliates' bankruptcy proceedings under the Companies'
Creditors Arrangement Act, presented its report to the Quebec
Superior Court of Justice with respect to the activities of the
companies and certain events occurring since April 15, 2008.

                   Stabilization Procedures

(a) Overview

E&Y relates that as of May 6, the U.S. Petitioners have
disbursed approximately US$11,600,000 in relation to prepetition
warehousing and shipping charges and continue to work with the
vendors in this category.  A revised estimate of US$21,000,000
has been developed for the prepetition payables in this
category.  The original estimate was US$15,000,0000 to
US$20,000,000.

According to E&Y, discussions with suppliers to re-establish
supply arrangements and to negotiate credit terms wherein
suppliers will provide goods and services during the stay period
are ongoing particularly with respect to the reduction in the
number of manual payments required as creditors in general are
being paid on a more regular basis.

(b) Banking

Despite the deposit of CUS$20,000,000 to a segregated account at
Canadian Imperial Bank of Commerce to indemnify CIBG from
potential exposure as the Applicants' Canadian bank services
provider, the Applicants have been unable to benefit from all of
the banking services previously provided prepetition.  E&Y says
the reimplementation of these services would both reduce the
level of manual transactions currently performed by the
Applicants' accounting and treasury personnel and improve
relationships with certain suppliers by permitting the
Applicants to more efficiently manage its restricted credit
limits.  The Applicants are in discussion with CIBG to reduce
the CUS$20,000,000 held in the segregated account, widen the
CIBC's services offered, and explore alternative solutions to
reduce the levels of redundant work being done by their
personnel.

As previously reported, the Applicants opened a cash account at
Bank of America, their existing provider of U.S. Banking
services, to hold proceeds realized from the disposition of QW
Memphis Corp. inventory held on site as of January 21, 2008, as
prepetition collateral for the benefit of the Bank Syndicate.  
The Applicants deposited an initial US$20,000,000 into the QW
Memphis Collateral Account.  In accordance with the Applicants'
agreement with the Bank Syndicate, further deposits totaling
US$10,000,000 have been deposited into the account.  As May 6,
2008, the QW Memphis Collateral Account has a balance of
US$30,000,000.

(c) Inter-Company Transactions

The inter-company transactions have been limited to the
automatic centralized accounting transfer of accounts payable
and accounts receivable, funding of EUR13,000,000 to Europe and
US$6,000,000 to Latin America as authorized by the Initial Order
and the Final DIP Order, and certain postpetition transactions
in the ordinary course of business.

(d) 2007 Financial Statements and Reporting Issues

E&Y says that the Companies expect to release their quarterly
financial statements for the three-month period ended March 31,
2008, on May 14, 2008.

The Applicants intend to deliver to the U.S. Trustees their
Monthly Operating Report for the period January 21 to February 2
and February 3 to March 1 by mid-May, and the Monthly Operating
Report for the month of March 2008 by May 30, 2008.

The Applicants are also working on the preparation of the
Schedules of Assets and Liabilities and Statement of Financial
Affairs for each of the U.S. Petitioners.  These statements and
schedules are currently required to be completed and filed in
the U.S. Proceedings by June 4, 2008.

                         DIP Financing

When the Applicants received the US$600,000,000 Term Loan
Facility on January 24, 2008, based on the financial information
available at the time, the Applicants allocated US$108,200,000
of this amount to the Canadian operations and US$491,800,000 to
the U.S. Petitioners.

The Applicants have made a number of payments that have reduced
the amount of DIP Proceeds available to the Canadian operations,
including:

  * funding the Latin American Operations -- US$6,000,000;
  * funding the European Operations -- EUR13,000,000; and
  * funding of CIBG collateral account -- CUS$20,000,000.

As a result of funding these non-operational transactions, on
April 21, 2008, QWI drew CUS$20,000,000 on the Revolving Loan
Facility to fund the ongoing operations of QWI.  As the U.S.
Debtors had excess available cash from the Term Loan Facility of
approximately US$154,200,000 on May 4, 2008, the Applicants are
reviewing the options available to use the funds already drawn
on the Term Loan Facility and allocated to the U.S. Debtors
prior to using the Revolving Loan Facility.  According to E&Y,
it is economically unsound for the Applicants to be borrowing
funds from the Revolving Loan Facility in one jurisdiction while
it has excess cash available in the other.  Two options were
drawn to address this situation:

  (a) Obtain the authorization from the DIP Lenders to modify
      the initial allocation of the Term Loan Facility between
      the Canadian and U.S. operations; or

  (b) Make an inter-company loan from the U.S. Debtors to QWI,
      on terms to be negotiated.

The Applicants are in discussions with the Committees and the
DIP Lenders in respect of these two options.

     Current Financial Performance and Cash Flow Forecast

(1) Cash Flow Results for the Five Weeks Ended April 27, 2008

   E&Y reports that the consolidated North American operations
   of the Applicants produced negative cash flow of
   US$37,000,000, approximately US$59,000,000 better than the
   projected for the same period in the cash flow forecast
   prepared by the Applicants.  The US$59,000,000 favorable
   variance includes a US$20,000,000 draw of the Revolving Loan
   Facility.  According to E&Y, management advised that the
   favorable variance is attributable to a number of factors
   including higher than projected accounts receivable
   collections, drawings on the Revolving Loan Facility, and a
   deferral of the funding of the European and Latin American
   non-petitioners' financing requirements.  E&Y relates that
   the favorable variance resulting from these factors was
   partially offset by "catch-up" payments reducing the level of
   post-filing accounts payable which accumulated as a result of
   the delays encountered in the post-filing processing of
   supplier payments.

   A copy of the actual cash flow results and the variances from
   the cash flow forecast for the five weeks ended April 27,
   2008 is available for free at

             http://ResearchArchives.com/t/s?2ba3

(2) Cash Flow Forecast for the 13 Weeks Ending July 27, 2008

   To assist their short term financial performance and ongoing
   financing requirements during the restructuring proceedings,
   the Applicants have prepared a revised cash flow forecast for
   the 13 weeks ending July 27, 2008.  E&Y says that the Revised
   Cash Flow Forecast reflects management's expectations that
   the consolidated North American operations will incur  
   negative cash flow of US$89,000,000 during the period.  

   The Applicants had an unrestricted cash balance of
   US$123,000,000 at April 27, 2008 and, as a result of the
   granting of the Final DIP Order on April 1, 2008, have full
   access to the Revolving Loan Facility totaling
   US$400,000,000.  The liquidity available to the Applicants is
   currently US$343,000,000 and is forecasted to be at least
   US$279,000,000 throughout the requested extension period of
   the stay of proceedings.  According to E&Y, the Companies do
   not require any further advances on the Revolving Loan
   Facility and appear to have sufficient financing to operate
   their businesses during the CCAA and Chapter 11 proceedings.

                   Quebecor World Inc., et al.
          Consolidated North American Cash Flow Forecast
           For the Thirteen Weeks Ending July 27, 2008

  RECEIPTS
     Accounts Receivable Collections            US$960,000,000    
     Sale of Assets                                 12,000,000
     DIP Advances                                            -
                                                  ------------
     Total Receipts                                972,000,000
                                                  ------------
  DISBURSEMENTS                                    
     Paper and Other Purchases                    (539,000,000)
     Ink Purchases                                 (67,000,000)
     Change in Outstanding Cheques                           -
     Customer Rebates                              (13,000,000)
     Payroll, Benefits, and Payroll Taxes         (292,000,000)
     Workers Compensation Premiums                           -
     Pension Contributions                          (2,000,000)
     Professional Fees                             (19,000,000)
     Capital Expenditures                          (48,000,000)
     DIP Repayments                                          -
     DIP Fees and Interest                         (11,000,000)
     Other Disbursements                           (26,000,000)
                                                 -------------
     Total Disbursements                        (1,017,000,000)
                                                 -------------
  Net Cash Flow from Operations                    (45,000,000)
  DIP Advances/ (Repayments)                       (20,000,000)
  Estimated Non-Petitioners Financing Requirement  (29,000,000)
  Cash Collateral Paid                               5,000,000
                                                 -------------
  NET CASH FLOW                                    (87,000,000)
  Opening Unrestricted Cash Position               123,000,000
                                                 -------------
  CLOSING UNREGISTERED CASH POSITION                34,000,000
  Cash Collateral Held by Cash Management Bank      45,000,000
                                                 -------------
  Total Cash Position                            US$79,000,000
                                                 =============

  A full-text copy of the Revised Cash Flow Forecast is
  available for free at http://ResearchArchives.com/t/s?2ba2

                          Governance

On March 26, 2008, the Restructuring Committee hired Randall C.
Benson to act as Quebecor World Inc.'s Chief Restructuring
Officer.  

The Restructuring Committee considered these criteria as basis
for hiring the new CRO:

  (a) Business background, experience and qualifications;

  (b) Ability to work effectively with the Applicants'
      management team;

  (c) Input received from stakeholders, the Applicants' advisors
      and the Monitor;

  (d) Objectivity and ability to act in the best interests of
      all stakeholders; and

  (e) Terms of engagement.

Mr. Benson's engagement letter is between RC Benson Consulting
Inc. and QWI.  The engagement commenced on March 26, 2008.  The
Monitor reviewed the terms of engagement of Mr. Benson and is
satisfied that the economic terms are competitive and
appropriate in the circumstances.

Mr. Benson's engagement letter requires QWI to seek a Court
order which provides that the CRO be entitled to the benefit of
the Administration Charge, for any indemnity or unpaid fees and
expenses, ranking pari passu with the fees and disbursements of
the Monitor, legal counsel and other advisors entitled to the
benefit.

As CRO to Quebecor World, Inc., Mr. Benson is expected to:

  (a) advise, assist and provide direction to QWI in the    
      development of a restructuring plan or plans for    
      presentation to creditors and other stakeholders;

  (b) evaluate and present strategic alternatives for
      operational and financial restructuring;

  (c) manage processes involving creditors, the Monitor and
      other stakeholders;

  (d) establishing a work plan for the restructuring and
      reporting to the Restructuring Committee; and

  (e) act with the CEO as the main spokespersons for QWI in any
      communication with its stakeholders in connection with the
      restructuring.

                  Status of European Operations

The Applicants continue to assess their alternatives with
respect to the European operations with the assistance of their
advisors.  As of May 6, the Applicants have transferred
EUR13,000,000 to finance its European operations.

               Operations in the United Kingdom

E&Y relates that the firm of GVA Grimely has been retained to
market and sell the QW UK fixed assets.  Ian Best and David
Duggins of Ernst & Young UK estimate that the overall process,
including the disassembly and removal of equipment, will not be
completed until the end of 2008.  The sale of the assets is
continuing.  An auction for one of the plants has been scheduled
for June 4, 2008.

E&Y says that QW UK has accounts payable of approximately
GBP70,000,000, of which GBP41,000,000 are for pension-related
obligations and GBP15,000,000 are for intercompany payables.  
Messrs. Best and Duggins' preliminary estimate of recovery to
the unsecured creditors ranges between 18% and 25%.

           Preparation of Restructuring Business Plan

E&Y says management currently expects that the preparation of
the five-year business plans will be completed by the end May
and anticipates presenting it to the financial advisors, and the
Committees in early June.

                     About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  The
company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service assigned a Ba2 rating
to the US$400 million super priority senior secured revolving
term loan facility of Quebecor World Inc. as a Debtor-in-
Possession.  The related US$600 million super priority senior
secured term loan was rated Ba3 (together, the DIP facilities).  
The RTL's better asset value coverage relative to the TL
accounts for the ratings' differential.



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

SOLO CUP: Moody's Holds B2 CF Rating, Revises Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family
Rating of Solo Cup Company and revised the rating outlook to
stable from negative.  Additional instrument ratings are
detailed below.

The revision of the rating outlook to stable reflects Solo Cup's
improved operating performance, generation of free cash flow,
and significant reduction in debt.  The company's successful
implementation of its performance improvement plan has improved
execution and reduced costs.  Bolstered by a rational
competitive environment, Solo Cup has maintained a strong price
discipline and exited less profitable and non core segments.  
Liquidity has improved as the company has reduced debt with the
proceeds of asset sales, improved operating income and generated
positive free cash flow.

While the company made significant improvements in 2007,
headwinds still remain for 2008.  Weakness in the primary
foodservice end market, potential increases in raw material and
energy prices, and significant covenant step downs constrain the
ratings.  The EBIT margin is weak for the rating category and
sensitive to changes in raw material and energy prices as well
as changes in the competitive environment.  Solo may be
challenged to achieve further improvements as potentially
ongoing economic pressure may pressure volumes and pricing.

The downgrade of the first lien debt reflects a reduction in the
subordinated second lien debt and the resulting compression in
notching in Moody' Loss Given Default model.

Moody's took these rating actions:

-- Affirmed Corporate Family Rating, B3
-- Withdrew US$130 million senior secured second lien term loan
    due March 31, 2012, Caa1 (LGD 4, 69%)

-- Affirmed US$325 million 8.5% subordinated notes due Feb. 15,
    2014, Caa2 (LGD 5, 87%)

-- Downgraded US$150 million senior secured revolving credit
    facility maturing Feb 27, 2010, to B2 (LGD 3, 35%) from B1
    (LGD 3, 32%)

-- Downgraded US$637 million senior secured term loan B due
    Feb. 27, 2011 (US$399 million outstanding), to B2 (LGD 3,
    35%) from B1 (LGD 3, 32%)

-- Affirmed Probability of Default Rating, B3

The rating outlook is revised to stable.

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



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

DOE RUN: Closes 60++ Engineering & Admin. Control Measures
----------------------------------------------------------
The Doe Run Company has completed the 60-plus engineering and
administrative control measures that were outlined in the
revised State Implementation Plan for its Herculaneum, Mo.,
smelter.

The SIP is designed to improve air quality and bring the
Herculaneum area into consistent attainment with the National
Air Quality Standard for lead.  The deadline for completing the
SIP work was April 7, which was met by Doe Run’s Herculaneum
team.

"The work was completed on time, and we believe the SIP projects
will help us meet our goal of consistent attainment of the air
quality standard," said Gary Hughes, general manager of Doe
Run’s Herculaneum smelter.  "We continue to look for ways to
improve our environmental performance, so we view this milestone
as part of a larger process."

The SIP is a process used throughout the United States to
improve air quality and help achieve federal air standards – in
this case, for lead.  The Herculaneum plan outlined more than 60
engineering and administrative control measures that were to be
completed over a two-year period at a total cost of
approximately US$3 million.

Among the projects completed as part of the SIP were:

   * A real estate transaction with the city of Herculaneum to
     create more space between the smelter and neighboring
     community, and a fence line to mark that space;

   * A new blast furnace design to reduce ventilation losses and
     improve dust capture efficiency;

   * Additional enclosures and ventilation projects; and

   * Improved materials handling procedures and equipment.

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

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

                 Doe Run Peru Going Concern Doubt

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

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

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

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



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

HEALTHSOUTH CORP: March 31 Balance Sheet Upside-Down by US$1.5BB
----------------------------------------------------------------
HealthSouth Corporation disclosed Tuesday results of operations
for the first quarter ended March 31, 2008.  

At March 31, 2008, the company's consolidated balance sheet
showed US$2.0 billion in total assets, US$3.1 billion in total
liabilities, US$85.7 million in minority interest in equity of
consolidated affiliates, and US$387.4 million in convertible
perpetual preferred stock, resulting in a US$1.5 billion total
stockholders' deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with US$697.5 million in total current
assets available to pay US$911.9 million in total current
liabilities.

                           Net Income

Net income available to common shareholders was US$13.3 million
for the first quarter of 2008 compared to a net loss available
to common shareholders of US$63.1 million for the first quarter
of 2007.  

Net income available to common shareholders in the first quarter
of 2008 included a gain of approximately US$19.3 million related
to the five Illinois facilities that received regulatory
approval during the first quarter of 2008 for the transfer to
ASC Acquisition LLC, who purchased the company's surgery centers
division in June 2007.

                     Net Operating Revenues

Compared to the first quarter of 2007, net operating revenues
increased by 5.8%, discharges increased by 2.7%.

Consolidated net operating revenues for the first quarter of
2008 were US$469.0 million, a US$25.9 million, or 5.8% increase
from the same quarter of 2007.  Net operating revenues from the
company's inpatient hospitals were US$423.0 million,
representing a 7.7% increase over the same quarter of 2007.  
This increase was primarily attributable to an increase in
Medicare reimbursement that was effective Oct. 1, 2007, and a
2.7% increase in discharges quarter over quarter.  

Increased revenues attributable to inpatient hospitals were
offset by decreased outpatient revenues.  Outpatient visits
declined 10.6% in the first quarter of 2008 compared to the
first quarter of 2007 due primarily to the closing of 20
underperforming satellites throughout 2007.  During the same
quarterly periods, outpatient net operating revenues were down
only 3.6% due to strong unit pricing.  Sequentially, outpatient
visits decreased by only 0.2% from the fourth quarter of 2007.

                       Operating Earnings

Operating earnings were US$87.6 million for the first quarter of
2008 compared to US$32.6 million for the first quarter of 2007.  
The company defines operating earnings, a non-GAAP measure of
performance, as income before (1) loss on early extinguishment
of debt, (2) interest expense and amortization of debt discounts
and fees, (3) other income, (4) loss on interest rate swap, and
(5) income tax expense.

           Pre-Tax Income from Continuing Operations

The company reported a pre-tax income from continuing operations
of US$4.0 million for the first quarter of 2008 compared to a
pre-tax loss from continuing operations of US$25.5 million for
the first quarter of 2007.  Pre-tax income from continuing
operations for the first quarter of 2008 included a US$32.6
million reduction in the company's liability associated with the
securities litigation settlement based on the value of the
company's common stock and warrants underlying the settlement as
of March 31, 2007, and a US$36.6 million loss on the company's
interest rate swap.

                     Management's Comments

"The results of the first quarter indicate our growth strategies
are gaining traction.  Discharges were up 2.7% quarter over
quarter and 5.3% sequentially, which drove net operating revenue
increases of 5.8% and 6.8%, respectively.  In addition to solid
organic growth, the recent announcement of our purchase of The
Rehabilitation Hospital of South Jersey demonstrates that our
development efforts are starting to yield results," said Jay
Grinney, president and chief executive officer of HealthSouth.  

"In addition to implementing our growth strategies, we also
continued to manage our expenses in a disciplined manner and, on
March 31, 2008, closed on the sale of the corporate campus,
which will yield additional expense reductions on a go-forward
basis."

"HealthSouth continues to generate strong cash flow which is
reflected in the US$41.8 million generated from operating
activities in the first quarter of 2008," said John Workman,
executive vice president and chief financial Officer of
HealthSouth.  "With our cash flow from operations and the
proceeds from the sale of the corporate campus, we continue to
generate significant cash for debt reduction, but also have
sufficient funds to make disciplined acquisitions in our core
inpatient rehabilitation hospital business."

                  Cash Flow and Balance Sheet

Cash and cash equivalents, which included the net proceeds from
the sale of the company's corporate campus, were US$60.4 million
as of March 31, 2008.  Capital expenditures were US$8.7 million
for the quarter.

During the first quarter of 2008, the company used drawings
under its revolving credit facility to redeem approximately
US$5.0 million of its 10.75% Senior Notes due 2016, which carry
a higher interest rate than borrowings under the company's
Credit Agreement.

                    About HealthSouth Corp.

HealthSouth Corp. (NYSE: HLS) -- http://www.healthsouth.com/--  
is the nation's largest provider of inpatient rehabilitation
services.  Operating in 26 states across the country and in
Puerto Rico, HealthSouth serves more than 250,000 patients
annually through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 17, 2008, Moody's Investors Service affirmed the B3
Corporate Family Rating of HealthSouth Corporation.  Moody's
also upgraded the rating on the company's senior secured credit
facility to Ba3 from B2 and affirmed the rating on the company's
senior unsecured notes at Caa1 in accordance with the
application of Moody's Loss Given Default Methodology.


MAXXAM INC: Deloitte & Touche Raises Going Concern Doubt
--------------------------------------------------------
Deloitte & Touche LLP, in Houston, expressed substantial doubt
about MAXXAM Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  

The auditing firm pointed to the uncertainty surrounding the
ultimate outcome of the separate voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code filed by
certain of the company's wholly owned subsidiaries, and its
effect on the company, as well as the company's operating losses
at its remaining subsidiaries.

On Jan. 18, 2007, The Pacific Lumber Company (Palco), Scotia
Pacific Company LLC (Scopac), Britt Lumber Co. Inc. (Britt) and
Scotia Development LLC (SDLLC) and Palco's other subsidiaries
filed for Chapter 11 protection in the U.S. Bankruptcy Court for
the Southern District of Texas.  

                            Net Loss

The company reported a net loss of US$46.9 million on sales of
US$95.9 million for the year ended Dec. 31, 2007, compared with
net income of US$374.4 million on sales of US$291.5 million in
the prior year.  

The company generated a loss before income taxes of
US$46.4 million for 2007 and US$60.0 million for 2006 (excluding
the reversal of the net investment in Kaiser).

              Reversal of Net Investment in Kaiser

In February 2002, Kaiser and certain of its subsidiaries filed
for reorganization under Chapter 11 of the Bankruptcy Code.  
Kaiser's plan of reorganization provided for the cancellation of
Kaiser's equity, including the common shares held by the
company, without consideration or obligation.  Kaiser's plan of
reorganization became effective on July 6, 2006, and Kaiser
emerged from bankruptcy.  As a result, the company no longer has
any ownership interest in or affiliation with Kaiser.  

Since the company's equity in Kaiser was cancelled without
obligation, the company reversed the US$516.2 million of losses
in excess of its investment in Kaiser along with the accumulated
other comprehensive losses of US$85.3 million related to Kaiser,
resulting in a net gain of US$430.9 million, recognized in 2006.

     Proforma Financial information (Excluding the Debtors)

Sales for 2007 totaled US$91.5 million, compared to US$151.5
million in 2006.  The reduction in sales in 2007 was due to a
significant decline in real estate demand in areas where the
company operates and the substantial sell-out of lots at Mirada
in 2006.

Operating losses were US$25.7 million in 2007, as compared to
income of US$453.6 million in 2006.  This substantial change
resulted primarily from the reversal of the company's net
investment in Kaiser of US$430.9 million, reduced sales volumes
at the company's real estate segment, costs associated with the
expansion of the summer concert series at Sam Houston Race Park
and higher costs incurred by the company related to the forest
products' bankruptcy proceedings.

Other income totaled US$1.6 million and US$8.0 million in 2007
and 2006, respectively.  Other income primarily results from
returns on the investments held by the company.  2007 investment
returns were impacted by a general market collapse in the fourth
quarter of 2007.

                 Recent Bankruptcy Developments

On Sept. 30, 2007, the Debtors filed a proposed joint plan of
reorganization.  On Dec. 21, 2007, the Bankruptcy Court approved
an agreement by the Debtors and other parties to terminate the
Exclusivity Period and permit the filing of plans of
reorganization by the Debtors, as well as the Unsecured
Creditors Committee), Marathon and the holders of Scopac's
Timber Notes.  On the Jan. 30, 2008 deadline, Marathon and the
holders of the Scopac Timber Notes filed proposed plans of
reorganization.  The same day, the Debtors filed an amended
joint plan of reorganization, and Palco and Scopac each filed
alternative stand-alone plans of reorganization.  The company is
a co-proponent of each of the Joint Plan and the Palco and
Scopac Alternative Plans.

The Joint Plan provides for the payment in full of all claims
and the continuation of the businesses, but at harvest levels
that are lower than historical rates.  Under the Joint Plan, the
company's indirect equity interests in both Palco and Scopac
would be substantially diluted, such that the company would lose
a controlling interest in both companies.  Additionally, certain
assets owned by Palco would be transferred to Palco's secured
lender in satisfaction of the Palco Term Loan.  The Joint Plan
also provides for important economic contributions by the
company, including:

  (i) consenting to the dilution of its indirect equity  
      interest in both Palco and Scopac;

(ii) providing additional liquidity to Palco throughout the
      remainder of the case through redwood log or lumber
      purchases (either directly or indirectly) in an amount not    
      to exceed US$12.0 million, subject to Board approval;

(iii) making a US$10.0 million cash equity contribution to
      reorganized Palco on the effective date;

(iv) forgiving US$40.0 million of intercompany indebtedness;

  (v) using its best efforts to assist the reorganized Debtors
      in obtaining exit financing; and

(vi) assisting the reorganized Debtors by providing its
      extensive real estate expertise in connection with various
      post-confirmation aspects of the Joint Plan.

The Debtors do not believe that the Joint Plan is eligible to be
"crammed down" on creditors who vote against it.  Accordingly,
Alternative Plans were developed to provide the Debtors an
alternative to the Joint Plan in the event secured creditors
vote against the Joint Plan.  The Alternative Plans of Palco and
Scopac provide for (a) the delivery of a substantial portion of
Scopac's timberlands to the holders of the Scopac Timber Notes
in full satisfaction of the obligations under the Scopac Timber
Notes, and (b) the delivery of all of Palco's assets (other than
its interest in Scopac and its interest in the Headwaters Claim)
to Marathon.

The Debtors' remaining obligations (including those under the
DIP Facility) would be paid with the proceeds from exit
financing secured by the remaining assets owned by Palco.  These
assets would consist of Palco's equity interest in the
reorganized Scopac and Palco's interest in the Headwaters Claim.  
Both the Joint Plan and the Alternative Plans would require,
among other things, that the Debtors obtain exit financing.

Both the plan of reorganization filed by Marathon and the plan
of reorganization filed by the holders of the Scopac Timber
Notes, if confirmed, would result in the loss entirely of the
company's indirect equity interests in both Palco and Scopac.

Voting for all of the plans has occurred and the Joint Plan and
the Palco Alternative Plan did not obtain sufficient votes to be
confirmed.  Without sufficient votes, these plans cannot legally
be  confirmed.  The Scopac Alternative Plan, the plan of
reorganization filed by Marathon and the plan of reorganization
filed by the holders of the Scopac Timber Notes did receive
sufficient votes to be confirmed.

The company said that there is substantial uncertainty as to
which plan of reorganization, if any, will be confirmed by the
Bankruptcy Court.  If no plan is confirmed, the Bankruptcy Court
may elect to convert the Bankruptcy Cases to a Chapter 7
liquidation proceeding.  The confirmation hearing, at which the
Bankruptcy Court will consider the plans of reorganization filed
by Marathon, the holders of Scopac Timber Notes, and the
Debtors, began in April 2008 and has not yet concluded.  

                         Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet
showed US$518.9 million in total assets and US$780.1 million in
total liabilities, resulting in a US$261.2 million total
stockholders' deficit.  

In comparison, the company's consolidated balance sheet at
Dec. 31, 2006, showed US$1.0 billion in total assets and
US$1.2 billion in total liabilities, resulting in a
US$211.8 million total stockholders' deficit.  

Following the bankruptcy filings, the company deconsolidated the
Debtors' financial results beginning Jan. 19, 2007, and began
reporting its investment in the Debtors using the cost method.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2ba6

                       About MAXXAM Inc.

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


MERCURY GROUP: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mercury Group, Inc.
        Ave. Ashford 1108
        Condado
        San Juan, PR 00907

Bankruptcy Case No.: 08-02821

Chapter 11 Petition Date: May 2, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                 Email: notices@condelaw.com
                 254 San Jose St., 5th Flr.
                 San Juan, PR 00901-1523
                 Tel: (787) 729-2900
                 Fax: (787) 729-2203
                 http://www.notices@condelaw.com/

Estimated Assets:        Less than US$50,000

Estimated Debts: US$1 million to US$10 million

Debtor's 19 Largest Unsecured Creditors:

  Entity                       Claim Amount
  ------                       ------------
Hermes Vargas                  US$1,562,333
Ave. Ashford 1060
San Juan, PR 00907

IRS                              US$416,380
Mercantil Plaza Bldg.
2 Ponce de Leon
Ave. Rm. 914
San Juan, PR 00918

Sucesores Lavanderos             US$150,000
P.O. Box 6056
San Juan, PR 00914-6056

Departamento del Trabajo Y        US$66,960
Recursos Humanos

Angeles Correa Ely                US$60,000

Gomez Holding, Inc.               US$50,000

Departamento de Hacienda          US$10,020
Seccion de Quiebras

HCP/Aboard Publishing             US$5,558

CRIM                              US$4,108

Compresos Y Equipos               US$3,500

San Juan Gas                      US$3,083

V. Suarez                         US$2,865

Jose Santiago                     US$2,638

American Composers Society        US$2,003

Cadillac Uniforms                 US$1,826

Ecolab                            US$1,255

Provisiones Legran Mercado        US$1,088

Destileria Serralles              US$1,000

Sea World                           US$953


ORLANDO POU: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Orlando J. Salichs Pou
       Josianne M. Rossello Wirshing
       Estancias De Torrimar
       Calistemon 52
       Guaynabo, PR 00966

Bankruptcy Case No.: 08-02213

Chapter 11 Petition Date: April 10, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wigberto Lugo Mender
                 (wlugo@lugomender.com)
                 Lugo Mender & Co.
                 Centro Internacional De Mercadeo
                 Rd 165 Torre 1 Suite 501
                 Guaynabo, PR 00968
                 Telephone (787) 707-0404

Estimated Assets: US$1,000,001 to US$10 million

Estimated Debts: US$1,000,001 to US$10 million

Debtor's 8 Largest Unsecured Creditors:

  Entity                      Nature of Claim       Claim Amount
  ------                      ---------------       ------------
First Bank                                          US$2,492,533
P.O. Box 13817
San Juan, PR
00908-3817

Jesus Latalladi                                       US$816,129
Bienteveo 15
Montehiedra SJ 00926

RG Premier Bankruptcy                                  US$78,000
P.O. Box 2510
Guaynado PR
00970-2510

Harley Davidson                Credit                  US$31,143
                              value of
                              collateral:
                              US$30,000

                              value of                 US$13,773
                              collateral:
                              US$12,000

Popular Auto                                           US$24,000

Citibank                                                US$8,000

Bank of America                                         US$7,392

Macy's                                                    US$203


SPANISH BROADCASTING: 1st Qtr. 2008 Operating Loss is US$2.8MM
--------------------------------------------------------------
Spanish Broadcasting System, Inc. reported financial results for
the quarter ended March 31, 2008.

                    Results and Discussions

For the quarter ended March 31, 2008, consolidated net revenue
totaled US$36.4 million compared to US$38.9 million for the same
prior year period, resulting in a decrease of US$2.5 million or
6%.  This consolidated decrease was mainly attributable to the
company's radio segment which had a net revenue decrease of
US$3.8 million or 10%, offset by an increase in the television
segment net revenue of US$1.3 million or 62%.  The radio segment
had a decrease in net revenue primarily due to lower local and
national sales.  The decrease in local sales occurred primarily
in the company's Miami, Los Angeles, New York, and Chicago
markets, offset by an increase in the Puerto Rico market.  The
decrease in national sales occurred in the Miami, Chicago, and
New York markets, offset by an increase in the Los Angeles
market.  Its television segment net revenue growth was primarily
due to increases in subscriber revenue related to the DirecTV
affiliation agreements, local spot sales, and local integrated
sales.

Operating (loss) income totaled US$2.8 million compared to US$6
million for the same prior year period.  The loss was
attributable to the continuing effects of a soft economy and
increases in programming and marketing investments during the
quarter.  Operating (loss) income before depreciation and
amortization and gain on the disposal of assets, net, a non-GAAP
measure, totaled US$1.4 million compared to US$7.1 million for
the same prior year period.  The consolidated decrease was
primarily attributed to the US$7.9 million decrease in the radio
segment's operating income before depreciation and amortization
and gain on the disposal of assets, net, and the US$0.7 million
increase in the television segment's operating loss before
depreciation and amortization and gain on the disposal of
assets, net.

(Loss) income before income taxes totaled US$5.9 million
compared to US$3.3 million for the same prior year period.

Chairperson and Chief Executive Officer, Raul Alarcon, Jr.
commented, "Our first quarter results reflect substantial growth
momentum at MegaTV, offset by decreased revenues at our radio
group due to the effects of a sluggish advertising environment.
Consumer interest across our media assets has never been
stronger and we are increasingly benefiting from our ability to
provide a wide range of blue-chip clients with targeted
advertising opportunities spanning TV, radio and online.
Building on our partnership with DIRECTV, we are experiencing
healthy traction among audiences in the nation's largest
Hispanic markets.  We believe the growth opportunity at MegaTV
is substantial as we execute our TV strategy and build awareness
of our brand and differentiated content.  Although the radio
advertising market remains difficult primarily due to the impact
of the economic downturn, we are successfully building on our
loyal listener base in the nation's top markets and continue to
operate the leading Spanish-language radio outlets in the
country, including the #1 Spanish-language station in America.  
Looking ahead, we remain focused on capitalizing on our solid
content and expanded distribution platform to further build our
audience and improve our financial results."

                 Second Quarter 2008 Outlook

Taking into consideration the challenging advertising
environment, the company expects its second quarter 2008
consolidated net revenue to decrease in the mid-single digit
range over the comparable prior year period.

                   About Spanish Broadcasting

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

                         *      *      *

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

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



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

ARVINMERITOR INC: Gets Go-Signal to Buy American LaFrance Assets
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the Bill of Sale and Repurchase Agreement that American LaFrance
LLC entered into with ArvinMeritor, Inc. pursuant to Section
363(f) of the Bankruptcy Code.

The Debtor filed a request to approve its agreement with
ArvinMeritor on February 14, 2008, but withdrew it days later
for unstated reasons.

Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg
& Ellers, LLP, in Wilmington, Delaware, related that the
proposed agreement contemplates ArvinMeritor's repurchase of
axles, free and clear of liens, claims, and interests that
ArvinMeritor previously sold to the Debtor.  In exchange for the
repurchase:

  (i) ArvinMeritor will reduce the Debtor's outstanding balance
      to ArvinMeritor;

(ii) The axles will remain at the Debtor's facilities;

(iii) The Debtor will repurchase the axles from ArvinMeritor as
      needed for the Debtor's production during the next 12
      months;

(iv) ArvinMeritor will continue to supply new products to the
      Debtor on a cash-on-order basis; and

  (v) The Debtor will also waive the Chapter 5 cause of action
      against ArvinMeritor.

Mr. Ward notes that ArvinMeritor will repurchase the axles for
92% of their original purchase price or US$1,044,723.  "This
price exceeds the value that the Debtor can obtain if it were to
sell these axles in a piecemeal fashion.

                   About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the
oldest fire apparatus manufacturers and one of the top six
suppliers of emergency vehicles in North America.  The company
filed for Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del.
Case No. 08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers,
Esq., at Haynes and Boone LLP, are the Debtor's proposed Lead
Counsel.  Christopher A. Ward, Esq., at Klehr, Harrison, Harvey,
Branzburg & Ellers LLP, are the Debtor's proposed local counsel.  
In its schedules of assets and debts filed Feb. 4, 2008, the
Debtor disclosed US$188,990,680 in total assets and
US$89,065,038 in total debts.

The Debtor's exclusive period to file a plan expires on May 27,
2008. (American LaFrance Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                      About ArvinMeritor

Headquartered in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM)
-- http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components to the motor vehicle industry.  The
company serves light vehicle, commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets.  ArvinMeritor employs about 19,000 people at more
than 120 manufacturing facilities in 24 countries which includes
China, India, Japan, Singapore, Thailand, Australia, Venezuela,
Brazil, Argentina, Belgium, Czech Republic, France, Germany,
Hungary, Italy, Netherlands, Spain, Sweden, Switzerland, United
Kingdom, among others.

                          *     *     *

As reported by the Troubled Company Reporter-Latin America on
May 8, 2008, Standard & Poor's Ratings Services affirmed its
'B+' corporate credit rating and other ratings on ArvinMeritor
Inc., with negative outlook.  The affirmations followed
ArvinMeritor's announcement of its plan to spin off its light
vehicle systems business to shareholders.  S&P is concerned
about how profitability and cash flow will unfold before the
legal separation, given uncertainty about production among many
automotive and heavy-truck customers.

Fitch placed in May 2008, the company's ratings (Issuer Default
Rating 'B'; Senior Unsecured 'B/RR4'; and Bank Credit Facility
'BB/RR1') on Rating Watch Negative.



* BOND PRICING: For the Week May 5 - May 9, 2008
------------------------------------------------

   Issuer               Coupon    Maturity   Currency   Price
   ------               ------    --------   --------   -----

   ARGENTINA
   ---------
Alto Palermo SA          7.875     5/11/17     USD      74.75
Argnt-Bocon PR11         2.000     12/3/10     ARS      55.47
Argnt-Bocon PR13         2.000     3/15/24     ARS      51.31
Arg Boden                2.000     9/30/08     ARS      14.95
Bonar ARG $ V           10.500     6/12/12     ARS      73.94
Arg Boden                7.000     10/3/15     USD      72.02
Bonar X                  7.000     4/17/17     USD      68.50
Argent-EURDIS            7.820    12/31/33     EUR      66.19
Argent-Par               0.630    12/31/38     ARS      31.93
Banco Macro SA           9.750    12/18/36     USD      74.69
Buenos Aire Prov         9.375     9/14/18     USD      73.95
Buenos Aire Prov         9.625     4/18/28     USD      72.50

   BERMUDA
   -------
XL Capital Ltd           6.500    23/31/49     USD      73.84

   BRAZIL
   ------
CESP                     9.750     1/15/15     BRL      65.48

   CAYMAN ISLANDS
   --------------
Shinsei Fin Caym         6.418     1/29/49     USD      70.31
Shinsei Fin Caym         6.418     1/29/49     USD      69.68
Shinsei Finance          7.160     7/29/49     USD      65.64
Shinsei Finance          7.160     7/29/49     USD      70.28

   JAMAICA
   -------
Jamaica Govt LRS         7.500     10/6/12     JMD      72.64

   PUERTO RICO
   -----------
Puerto Rico Cons.        5.900     4/15/34     USD      45.00
Puerto Rico Cons.        6.250      5/1/22     USD      74.00
Puerto Rico Cons.        6.300     11/1/33     USD      47.00

   VENEZUELA
   ---------
Petroleos de Ven         5.250     4/12/17     USD      67.00
Petroleos de Ven         5.375     4/12/27     USD      56.62
Petroleos de Ven         5.500     4/12/37     USD      56.00
Venezuela                7.000     3/31/38     USD      68.05


                            ***********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed
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subscription or balance thereof are US$25 each.  For
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