TCRLA_Public/080522.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

            Thursday, May 22, 2008, Vol. 9, No. 101

                            Headlines


A R G E N T I N A

DELTA AIR: S&P Comments on the Effect of Northwest Merger
FINCA MARILIA: Trustee Verifies Proofs of Claim Until Aug. 15
GMAC LLC: Agrees to Pay Salaries of Aloha Air's Cargo Employees
NORTHWEST AIRLINES: S&P Comments on Effect of Delta Merger
OBRAR SRL: Proofs of Claim Verification Deadline Is July 7

PANIFICACION EL MUNDO: Trustee to File General Report on May 30
PROTEL SERVICIOS: Proofs of Claim Verification Is Until Aug. 5
SCO GROUP: Wants Plan-Filing Exclusivity Date Extended
SHARPER IMAGE: Seeks Authority to Hire KPMG as Tax Consultant
SHARPER IMAGE: Allowed to Employ Conway Del Genio as Manager

SHARPER IMAGE: Can Retain Loughlin Meghji as Financial Advisor
SHARPER IMAGE: To Delay Filing of 2007 Annual Report
SOUTHERN WINDS: Creditors to Vote on Settlement Proposal
UTSTARCOM INC: Earns US$25.4 Million in 2008 First Quarter
VISTEON CORP: S&P Rates Proposed US$210 Million Notes at B-


B A H A M A S

ULTRAPETROL BAHAMAS: Reports FFA Substitutions Over LCH Clearnet


B O L I V I A

MILLICOM INTERNATIONAL: Unit To Transfer 200,000 Clients to GSM


B R A Z I L

AMERICAN AXLE: S&P Ratings Still on CreditWatch Negative
BANCO ITAU: Exec Says Insurance Sector Must Reinvent Segments
CAIXA ECONOMICA: To Lend BRL11 Billion for PAC Projects
COMPANHIA ENERGETICA: Plant May Start Operating in May 2012
EQUISTAR CHEMICALS: March 31 Balance Sheet Upside-Down

GENERAL MOTORS: S&P Ratings Still on CreditWatch Negative
POLYPORE INT'L: Completes Yurie-Wide Acquisition for US$23 Mil.
PROPEX INC: Court Extends Lease Decision Period Until August 15


C A Y M A N  I S L A N D S

BALLANTYNE RE: S&P Downgrades Senior Debt Rating to BB From BBB-
CZ320-97A LIMITED: To Hold Final Shareholders Meeting on May 27
CZ320-97B LIMITED: Sets Final Shareholders Meeting for May 27
CZ320-97C LIMITED: Proofs of Claim Filing Deadline Is May 27
CZ320-97C LIMITED: To Hold Final Shareholders Meeting on May 27

CZ320-97D LIMITED: Proofs of Claim Filing Is Until May 27
CZ320-97D LIMITED: To Hold Final Shareholders Meeting on May 27
ORIENTAL CAPITAL: Will Hold Final Shareholders Meeting on May 27


C H I L E

CODELCO: Most Contract Workers Get Advance to 2008 Bonus
SMURFIT KAPPA: Earns EUR42.8 Mln in First Quarter Ended March 31


C O S T A  R I C A

HERBALIFE LTD: Adds US$150 Million to Share Repurchase Program
HERBALIFE LTD: Issues Statement About Product Safety Concerns


D O M I N I C A N   R E P U B L I C

AES DOMINICANA: To La Empresa Distribuidora Operations


H O N D U R A S

DIGICEL GROUP: Inks GSM/EDGE Contract With Ericsson in Honduras


J A M A I C A

CASH PLUS: Must Recover Deposits Made on Failed Transactions
GOODYEAR TIRE: Unit Turns Around With J$1.8MM Profit in 1st Qtr.
NAT'L COMMERCIAL: Court Trial on Money Laundering Charges Starts


M E X I C O

AMPEX CORP: Appointment of Equity Holders Panel Moot, Judge Says
AMPEX CORP: Files Amended Disclosure Statement & Chapter 11 Plan
AMPEX CORP: March 31 Balance Sheet Upside-Down by US$109.5 Mil.
BENITO JUAREZ: Moody's Assigns Ba1 Global Local Currency Rating
BHM TECHNOLOGIES: Files for Chapter 11; Seeks Financing

BHM TECHNOLOGIES: Case Summary & 50 Largest Unsecured Creditors
CHRYSLER LLC: Aims to Reduce Supplier Cost, Not Profits
CONTINENTAL AIRLINES: Moody's Affirms B2 Corporate Family Rating
COTT CORP: Moody's Cuts Corporate Family Rating to B2
ENERSYS INC: S&P Rates Proposed US$150 Million Notes at BB

ENERSYS: Moody's Rates Proposed Sr. Convertible Notes at B2
LEAR CORP: S&P Ratings Still on CreditWatch Pending Union Vote
MANITOWOC CO: Enodis PLC Accepts US$2.1 Billion Takeover Bid
MANITOWOC CO: Moody's Affirms Low-B Ratings; Outlook Stable
MOVIE GALLERY: Emerges From Chapter 11 Protection

MOVIE GALLERY: Wants to Assume Inventec License Agreement
MOVIE GALLERY: Wants to Sell MovieBeam Assets to Dar Capital
SMURFIT-STONE: Moody's Affirms Corporate Family Rating at B2
XIGNUX SA: Moody's Upgrades Corp. Family Rating to Ba2 From Ba3
* MEXICO: S&P Analyzes Local & Regional Gov'ts for Transparency


P A N A M A

AES CORP: Won't Construct Hydroelectric Dams in Latin America


P U E R T O  R I C O

CLAIRE'S STORES: Uses PIK Toggles Option to Pay Interest
FERRELLGAS PARTNERS: Declares US$0.50 Per Unit Distribution
HOME INTERIORS: Names Robin Crossman as New CEO
JETBLUE AIRWAYS: Moody's Junks Corporate Family Rating to Caa1


V E N E Z U E L A

PETROLEOS DE VENEZUELA: Unit Holds Purchasing Campaign This Week
PETROLEOS DE VENEZUELA: Wants US$3.5B Loan from 2 Japanese Firms


* S&P Publishes John Chambers' Speech on LatAm at IDB Meeting


                         - - - - -


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

DELTA AIR: S&P Comments on the Effect of Northwest Merger
---------------------------------------------------------
Standard & Poor's Ratings Services looks at how the proposed
merger between Delta Air Lines Inc. and Northwest Airlines Corp.
could affect the rest of the airline industry, its employees,
and the traveling public in a commentary.  The
commentary--"Would A Delta-Northwest Merger Help Them Cope With
Sky-High Fuel Prices?"--is adapted from testimony by Standard &
Poor's senior airline credit analyst Philip Baggaley before the
Aviation Subcommittee of the U.S. House of Representatives, May
14, 2008.
     
The U.S. airline industry once again faces a financial crisis,
this time thanks to extremely high jet fuel prices and the weak
economy.  In 2007, the 10 U.S. airlines S&P rate spent more than
$30 billion on jet fuel, higher than the previous year and more
than triple the level in 2002--but reported their best profits
since 1999.  They cut nonfuel costs, including painful
restructuring in bankruptcy for many, and they were able to
raise fares and fill more seats.  This year, a further surge in
jet fuel prices threatens to wipe out this progress, according
to the report.
     
U.S. airlines face a potential financial crisis if they cannot
offset the dramatic increase in fuel prices.  "We believe the
proposed merger of Delta [B/Watch Pos/--] and Northwest
[B+/Watch Neg/--] offers potential financial gains, but also
material risks," said Mr. Baggaley. "Overall, it probably isn't
as beneficial as its supporters promise, or as dire as its
critics
suggest.  One way or another ticket prices are likely to rise if
fuel prices stay close to current levels or increase further."

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.


FINCA MARILIA: Trustee Verifies Proofs of Claim Until Aug. 15
-------------------------------------------------------------
The court-appointed trustee for Finca Marilia S.A.'s
reorganization proceeding will be verifying creditors' proofs of
claim until Aug. 15, 2008.

The trustee will present the validated claims in court as  
individual reports on Sept. 26, 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 Finca Marilia 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 Finca Marilia's
accounting and banking records will be submitted in court on
Nov. 7, 2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on May 22, 2009.

The debtor can be reached at:

                     Finca Marilia S.A.
                     Uruguay 1037
                     Buenos Aires, Argentina


GMAC LLC: Agrees to Pay Salaries of Aloha Air's Cargo Employees
---------------------------------------------------------------
GMAC LLC, secured lender for Aloha Airlines Inc. and its debtor-
affiliates, will pay the salaries of the debtors' cargo division
workers, CNNMoney.com reported.

The payment will cover the employees' salaries for services done
within the last two weeks of April.  GMAC said that it will
cover worker wages for that period, but added they will have to
wait for their back pay, CNNMoney.com related.

The Debtors converted their bankruptcy case to Chapter 7
liquidation proceedings after those two weeks.

According to GMAC, funds for back pay will be drawn from the
proceeds of the debtors' sale of its cargo business to Saltchuk
Resources Inc.  There is still uncertainty as to whether GMAC
will cover the employees other benefits, CNNMoney.com said.

GMAC is willing to pay the cargo workers despite it not being
legally obligated, according to CNNMoney.com.

                       About Aloha Airlines

Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines
Inc. -- http://www.alohaairlines.com/-- and its affiliates
are carriers that fly passengers and freight to Hawaii's five
major airports, as well as to half a dozen destinations in the
western U.S.  They operate a fleet of about 20 aircraft, all
Boeing 737s, including three configured as freighters.

This is the airline's second bankruptcy filing.  Aloha filed for
Chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case
No. 04-03063), and emerged from Chapter 11 bankruptcy protection
in February 2006.

The company and its affiliates filed again for Chapter 11
protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08-
00337).  Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven
Singerman, Esq., at Berger Singerman P.A., and David C. Farmer,
Esq., represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of US$100 million to
US$500 million.

                         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.


NORTHWEST AIRLINES: S&P Comments on Effect of Delta Merger
----------------------------------------------------------
Standard & Poor's Ratings Services looks at how the proposed
merger between Delta Air Lines Inc. and Northwest Airlines Corp.
could affect the rest of the airline industry, its employees,
and the traveling public in a commentary.  The commentary --
"Would A Delta-Northwest Merger Help Them Cope With Sky-High
Fuel Prices?" -- is adapted from testimony by Standard & Poor's
senior airline credit analyst Philip Baggaley before the
Aviation Subcommittee of the U.S. House of Representatives,
May 14, 2008.
     
The U.S. airline industry once again faces a financial crisis,
this time thanks to extremely high jet fuel prices and the weak
economy.  In 2007, the 10 U.S. airlines S&P rate spent more than
US$30 billion on jet fuel, higher than the previous year and
more than triple the level in 2002--but reported their best
profits since 1999.  They cut nonfuel costs, including painful
restructuring in bankruptcy for many, and they were able to
raise fares and fill more seats.  This year, a further surge in
jet fuel prices threatens to wipe out this progress, according
to the report.
     
U.S. airlines face a potential financial crisis if they cannot
offset the dramatic increase in fuel prices.  "We believe the
proposed merger of Delta [B/Watch Pos/--] and Northwest
[B+/Watch Neg/--] offers potential financial gains, but also
material risks," said Mr. Baggaley. "Overall, it probably isn't
as beneficial as its supporters promise, or as dire as its
critics suggest.  One way or another ticket prices are likely to
rise if fuel prices stay close to current levels or increase
further."

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

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

When the Debtors filed for bankruptcy, they listed
US$14.4 billion in total assets and US$17.9 billion in total
debts.  On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an
Amended Plan & Disclosure Statement.  The Court approved the
adequacy of the Debtors' Disclosure Statement on March 26, 2007.  
On May 21, 2007, the Court confirmed the Debtors' Plan.  The
Plan took effect May 31, 2007.


OBRAR SRL: Proofs of Claim Verification Deadline Is July 7
----------------------------------------------------------
The court-appointed trustee for Obrar S.R.L.'s bankruptcy
proceeding, will be verifying creditors' proofs of claim until
July 7, 2008.

The trustee will present the validated claims in court as
individual reports on Sept. 1, 2008.  The National Commercial
Court of First Instance in La Plata, 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 Obrar 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 Obrar's accounting
and banking records will be submitted in court on Oct. 10, 2008.

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


PANIFICACION EL MUNDO: Trustee to File General Report on May 30
---------------------------------------------------------------
The court-appointed trustee for Panificacion El Mundo S.R.L.'s
bankruptcy proceeding, will submit a general report containing
an audit of the firm's accounting and banking records in the
National Commercial Court of First Instance in Buenos Aires on
May 30, 2008.

The trustee verified creditors' proofs of claim and presented
the validated claims in court as individual reports.  

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


PROTEL SERVICIOS: Proofs of Claim Verification Is Until Aug. 5
--------------------------------------------------------------
The court-appointed trustee for Protel Servicios S.A.'s
bankruptcy proceeding, will be verifying creditors' proofs of
claim until Aug. 5, 2008.

The trustee will present the validated claims in court as
individual reports on Sept. 16, 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 Protel Servicios 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 Protel Servicios'
accounting and banking records will be submitted in court on
Oct. 28, 2008.

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


SCO GROUP: Wants Plan-Filing Exclusivity Date Extended
------------------------------------------------------
The SCO Group, Inc., and S.C.O. Operations, Inc., ask the U.S.
Bankruptcy Court for the District of Maryland to extend, until
Aug. 11, 2008, their exclusive rights to file a Chapter 11 plan.

In addition, the Debtors ask the Court to extend their exclusive
rights to solicit creditor votes on that plan until Oct. 13,
2008.

This is the Debtors' second extension request.

The Debtors believe that cause exists to have their deadlines
extended, because, among other things, the ruling of the
District Court of Utah will resolve a substantial unresolved
contingency, regarding the amount, if any, of the Debtors'
liability to Novell, Inc.  Such a ruling will, therefore, help
all parties complete the final negotiations and documentation
for their deal.

On Jan. 20, 2004, the Company sued Novell for alleged bad faith
effort to interfere with the Company's rights to UNIX and
UnixWare(R). The complaint requested preliminary and permanent
injunctive relief and damages. It also required Novell to assign
to the Company all copyrights that Novell wrongfully registered.

On July 29, 2005, Novell filed a countersuit against the Company
for alleged slander of title, breach of contract, failure to
remit royalties and failure to conduct audit obligations. On
Dec. 30, 2005, the Company moved to amend the complaint to
assert copyright infringement, unfair competition, and license
breach claims.

The trial of the issues, however, was stayed as a result of the
Company's filing a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code on Sept. 14, 2007.

The bankruptcy court in Delaware has ruled that it will retain
jurisdiction over the constructive trust issue but lifted the
stay to allow Novell's claims for amounts due under the
SCOsource agreements and the Company's authority to enter into
those licenses to go to trial in federal court in Utah. Novell
has determined to file a motion for summary judgment on the
issue of whether the Company had the authority to enter into the
SCOsource licenses and the Company is briefing that motion.

The bankruptcy court in Delaware also ruled that the bankruptcy
stay applies to the SuSE arbitration proceeding pending in
Europe.

A four-day bench trial was scheduled late in April 2008, in the
U.S. District Court in Utah, to address Novell's claims for
amounts due under the SCO source agreements and SCO Group's
authority to enter into those licenses.

Headquartered in Lindon, Utah, The S.C.O. Group Inc. (Nasdaq:
SCOX) fka Caldera International Inc.-- http://www.sco.com/--  
provides software technology for distributed, embedded and
network-based systems, offering SCO OpenServer for small to
medium business and UnixWare for enterprise applications and
digital network services.

The company has office locations in Australia, Austria,
Argentina, Brazil, China, Japan, Poland, Russia, the United
Kingdom, among others.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead
Case No. 07-11337).  Epiq Bankruptcy Solutions LLC, acts as the
Debtors' claims and noticing agent.  The United States Trustee
failed to form an Official Committee of Unsecured Creditors in
these cases due to insufficient response from creditors.  The
Debtors' exclusive period to file a chapter 11 plan expires on
March 12, 2008.  The Debtors' schedules of assets and
liabilities showed total assets of US$9,549,519 and total
liabilities of US$3,018,489.

As reported in the Troubled Company Reporter on Feb. 12, 2008,
the Court further extended the Debtors' exclusive periods to
file a Chapter 11 plan until May 11, 2008; and solicit
acceptances of that plan until July 11, 2008.


SHARPER IMAGE: Seeks Authority to Hire KPMG as Tax Consultant
-------------------------------------------------------------
The Sharper Image Corp. seeks the authority of the U.S.
Bankruptcy Court for the District of Delaware to employ KPMG LLP
as its tax consultants, nunc pro tunc to the Debtor's bankruptcy
filing.

Sharper Image Corporation Chief Financial Officer Rebecca
Roedell relates that the Debtor has selected KPMG because of the
firm's extensive experience and knowledge in the fields of
taxation, accounting, auditing and tax advisory services for
large sophisticated companies both in chapter 11 as well as
outside of chapter 11, and its familiarity with the Debtor's
business and tax affairs.  KPMG is willing to serve as tax
consultants and to perform the services requested, subject to
this Court\u2019s approval.

As the Debtor's tax consultants, KPMG will:

   (a) rollforward of Internal Revenue Code Section 382
       ownershifts from February 1, 2008 through the date
       the Debtor emerges from bankruptcy;

   (b) assist the Debtor in determining (i) whether the Debtor
       will qualify under Section 382(l)(5) of the Internal
       Revenue Code; and if so, (ii) whether Sections 382(l)(5)
       or 382(l)(6) would be more beneficial for the company;

   (c) determine the effects of attribute reduction under
       Section 108(b) of the Bankruptcy Code;

   (d) after accomplishing the first three services noted,
       assistthe Debtor in determining which elections,
       structuring alternatives and Section 382(l)(5) and (1)(6)
       exceptions would result in preservation of the most
       valuable tax assets to the company;

   (e) assist in the preparation of Bankruptcy Code Section
       505(a) and section 505(b) prompt determination rules and
       issues, as applicable;

   (f) perform analyses to determine (i) which professional
       fees and costs are currently deductible, capitalizable
       and amortizable, or nondeductible; and (ii) the
       deductibility of costs associated with rejecting any
       executory contracts in bankruptcy; and

   (g) provide other consulting, advice, research, planning or
       analysis regarding tax issues as may be requested by
       the Debtor from time to time.

The Debtor has employed KPMG as tax advisors since 2007.  By
virtue of its prior engagement, KPMG is familiar with the books,
records, financial information and other data maintained by the
Debtor and is qualified to continue to provide advisory services
to the Debtor, Ms. Roedell asserts.  Thus, retaining KPMG is an
efficient and cost effective manner in which the Debtor may
obtain the requisite services, she adds.

KPMG intends to charge for its tax consulting services at an
hourly rate plus reimbursement of actual and necessary expenses
incurred, applying a 20% discount to its customary hourly rates.

The standard hourly billing rates currently charged by KPMG for
tax consulting services rendered by its professionals and
discounted rates are:

   Billing Category        Standard Rates     Discounted Rates
   ----------------        --------------     ----------------
   Partner                US$725 to US$875    US$580 to US$700
   Tax Managing Director  US$700 to US$850    US$560 to US$680
   Senior Manager         US$600 to US$850    US$480 to US$680
   Manager                US$425 to US$725    US$340 to US$580
   Senior Associates      US$350 to US$525    US$280 to US$420
   Associates             US$275 to US$300    US$220 to US$240
   Paraprofessional       US$150 to US$200    US$120 to US$160

Ms. Roedell informs the Court that the Debtor has also sought
authorization to employ Comyns, Smith, McCleary & Deaver LLP and
Brann & Isaacson to provide tax advisory services and sales and
use tax advice.  Because of the nature of the Debtor's
operations, it is essential for the Debtor to employ these
professionals for the contemplated services, she adds.  "The
roles of KPMG and such other professionals will be circumscribed
to the greatest extent possible to prevent the unnecessary and
inefficient duplication of services," Ms. Roedell maintains.

Michael Barton, a partner of KPMG, assures the Court that his
firm is a "disinterested person," as that term is defined in the
Bankruptcy Code, and holds no interest adverse to the Debtor and
its estate that would impair the firm's ability to objectively
perform professional services for the Debtor.  He adds that KPMG
has no connection to the Debtor, its significant creditors, any
other party in interest, their attorneys, or accountants and the
KPMG partners and professionals.

                      About Sharper Image

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

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper
Image Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SHARPER IMAGE: Allowed to Employ Conway Del Genio as Manager
------------------------------------------------------------
The U.S. District Court for the District of Delaware authorized
Sharper Image Corp. to employ (i) Conway, Del Genio, Gries &
Co., LLC to perform restructuring management services, and (ii)
Robert P. Conway as the Debtor's chief executive officer nunc
pro tunc to the Debtor's bankruptcy filing.

The Court held that the Debtor must file a motion for retention
to the Court in the event the Debtor seeks to have CDG personnel
assume executive officer positions that are different than the
positions disclosed in the Debtor's application for employment,
or to change the terms of engagement by either (i) modifying the
functions of the personnel, (ii) adding new personnel, or (iii)
altering or expanding the scope of the engagement.

                        About Sharper Image

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

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper
Image Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SHARPER IMAGE: Can Retain Loughlin Meghji as Financial Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware
authorized the Official Committee of Unsecured Creditors in the
bankruptcy case of Sharper Image Corp. to retain Loughlin Meghji
+ Company as its financial advisor, nunc pro tunc to the
Debtors' bankruptcy filing.
                                                                             
              
Loughlin's aggregate liability for claims, liabilities or
expenses arising out of or related to the engagement will be
neither limited to the portion of fees giving rise to the
liability nor capped at the aggregate fees incurred by Loughlin
under the engagement, the Court said.
                                                                             
     
The aggregate contribution of all indemnified parties to any
losses, claims, damages, liabilities and expenses arising out of
or related to the engagement will not be limited to the amount
of fees actually received by Loughlin under the engagement.  
Moreover, the limitation period tor the commencement of an
action arising out of or related to the engagement will not be
governed by any provision of the engagement letter between the
Debtor and Loughlin.

According to the Court, Loughlin will not be entitled to
indemnification, contribution or reimbursement pursuant to the
Engagement Letter for services other than those described in the
Engagement Letter, unless approved by the Court.

The Debtor's estate will have no obligation to indemnify
Loughlin, or provide contribution or reimbursement for any claim
or expense that is either: (i) judicially determined to have
arisen from Loughlin's gross negligence or willful misconduct,
(ii) for a contractual dispute in which Loughlin is alleged to
have breached its contractual obligations unless the Court
determines that indemnification, contribution or reimbursement
would be permissible, or (iii) settled prior to a judicial
determination as to the exclusions, but determined by the Court
to be a claim or expense for which Loughlin should not receive
indemnity, contribution or reimbursement under the terms of the
modified Engagement Letter.

If, before the earlier of (i) the entry of an order confirming a
Chapter 11 Plan, and (ii) the entry of an order closing the
Chapter 11 case, Loughlin believes that it is entitled to the
payment of any amounts by the Debtor's estate on account or the
estate's indemnification, contribution and reimbursement
obligations under the Engagement Letter, Loughlin must file an
application to the Court, and the estate may not pay any amount
before the entry of a Court-order approving the payment.

                    About Sharper Image

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

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper
Image Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SHARPER IMAGE: To Delay Filing of 2007 Annual Report
----------------------------------------------------
Rebecca L. Roedell, executive vice president and chief financial
officer of The Sharper Image Corporation, informs the Securities
and Exchange Commission that the company is not in a position
where it will be able to file its annual report on Form 10-K for
the year ended January 31, 2008 in a timely manner.

According to Ms. Roedell, the principal reason for the delay in
filing the annual report on Form 10-K relates to Sharper Image's
bankruptcy filing on February 19, 2008.

Sharper Image anticipates that it will reflect an operating loss
and a net loss for the year, which, in each case could be
significantly greater than in the prior year, due, in part, to
the substantial decline in sales, decreased margins due to
changes in the product mix, potential asset impairment charges,
potential tax asset write off charges, increased professional
fees, and costs related to the Chapter 11 filing, Ms. Roedell
says.

Ms. Roedell relates that Sharper Image is unable to provide a
reasonable estimate of its results as of April 15, 2008, since
it is unable to quantify the impact of potential transactions,
professional fees and costs associated with the Chapter 11
filing.

                      About Sharper Image

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

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper
Image Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SOUTHERN WINDS: Creditors to Vote on Settlement Proposal
--------------------------------------------------------
Southern Winds S.A.'s creditors will vote to ratify the
completed settlement plan during an informative assembly on
May 26, 2008.

The court-appointed trustee for Southern Winds' reorganization
proceeding verified creditors' proofs of claim and presented the
validated claims in court as individual reports.  The trustee
also submitted a general report containing an audit of Southern
Winds' accounting and banking records to court.

The debtor can be reached at:

                 Southern Winds S.A.
                 Lavalle 1832
                 Buenos Aires, Argentina


UTSTARCOM INC: Earns US$25.4 Million in 2008 First Quarter
----------------------------------------------------------
UTStarcom Inc. reported on Thursday financial results for the
first quarter of 2008.

Net income for the first quarter of 2008 was US$25.4 million, as
compared to a net loss of US$54.0 million in the first quarter
of 2007.

Net sales for the first quarter of 2008 were US$586.0 million as
compared to US$476.0 million in the first quarter of 2007, due
to growth in the Personal Communications Division.  Gross
margins for the first quarter of 2008 were 15.7% as compared to
15.8% in the first quarter of 2007.  

The operating loss for the first quarter of 2008 was US$30.9
million as compared to an operating loss of US$52.3 million in
the first quarter of 2007.  

The significant items in the first quarter 2008 net income
include:

  -- A gain on sale of investments of US$48.3 million including
     Gemdale and Infinera

  -- A net US$8.5 million tax benefit in China primarily due to
     a change in withholding tax laws

Cash, cash equivalents and short term investments was
US$305.0 million at quarter end, while the total debt was
US$36.0 million after paying off US$290.0 million of convertible
notes and accrued interest during the quarter.

"During the first quarter we made progress in moving the company
forward in terms of both financial and operational results.  Our
core areas of Multimedia Communications and Broadband continued
to win new business in key markets while the Personal
Communications Division's results benefited from the
introduction of new high end products."  

Peter Blackmore, UTStarcom's president and chief operating
officer, went on to say, "while we are encouraged by this
quarter's developments, we recognize that this is only a step
along our turnaround path and we will continue to push for
improvements throughout the company's activities."

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet
showed US$1.7 billion in total assets, US$1.1 billion in total
liabilities, and US$616.2 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available
for free at http://researcharchives.com/t/s?2c36

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on March 31, 2008,
PricewaterhouseCoopers LLP, in San Jose, Calif., expressed
substantial doubt about UTStarcom 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 company's recurring net losses,
negative cash flows from operations and significant debt
obligations.

On March 3, 2008, the company repaid the convertible
subordinated notes of US$289.5 million which included a
principal payment of US$274.6 million and the accrued interest
of US$14.9 million.

The company reported an operating loss of US$30.9 million for
the quarter ended March 31, 2008.  

                       About UTStarcom Inc.

Headquartered in Alameda, Calif., UTStarcom Inc. (Nasdaq: UTSI)
-- http://www.utstar.com/-- provides IP-based, end-to-end  
networking solutions and international service and support.  The
company develops, manufactures and markets its broadband,
wireless, and terminal solutions to network operators in both
emerging and established telecommunications markets worldwide.  
UTStarcom was founded in 1991 and is headquartered in Alameda,
California.  The company has research and development centers in
the USA, Canada, China, Korea and India.  The company has
offices in Argentina, Brazil and Mexico.


VISTEON CORP: S&P Rates Proposed US$210 Million Notes at B-
-----------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'B-' issue-
level rating and '5' recovery rating to Visteon Corp.'s proposed
issuance of as much as US$210 million in senior unsecured notes
due 2016.  The 'B-' issue-level rating is one notch below the
corporate credit rating on the company, and the '5' recovery
rating indicates the expectation for modest (10%-30%) recovery
in the event of a payment default.

Visteon will use the proceeds from the new notes, along with
existing cash, to repay as much as US$344 million of its US$550
million senior unsecured notes due in 2010.  Visteon plans a
tender offer for the 2010 notes.  The issuance of new notes is
contingent on the tendering of at least US$300 million of 2010
notes to the company.

Van Buren Township, Mich.-based Visteon had total debt of about
US$2.8 billion as of March 31, 2008, and underfunded employee
benefit liabilities of about US$985 million. The outlook is
negative.

"The ratings on Visteon, including the 'B' corporate credit
rating, reflect the company's negative cash flow resulting from
declining vehicle production in North America, its highly
leveraged balance sheet, continued pressure from high raw-
material prices, and a costly and wide-ranging operational
restructuring," said Standard & Poor's credit analyst Robert
Schulz.

Visteon will have difficulty restructuring poorly performing
operations while continuing to diversify its customer base amid
intense competition and a difficult sales environment in 2008.   
S&P could lower the rating in 2008 if industry challenges,
restructuring delays, or reduced customer production prevent
Visteon from making progress toward generating pretax profits
and positive free cash flow. Well into 2009, we could revise the
outlook to stable if the company achieves stronger performance
and credit measures, with a more balanced business mix, because
of successful restructuring and customer diversification
efforts.

Based in Van Buren Township, Michigan, Visteon Corp. (NYSE: VC)
-- http://www.visteon.com/-- is a global automotive supplier   
that designs, engineers and manufactures innovative climate,
interior, electronic, and lighting products for vehicle
manufacturers, and also provides a range of products and
services to aftermarket customers.  The company's other
corporate offices are in Shanghai, China; and Kerpen, Germany.  
The company has Latin America offices in Argentina, Brazil and
Mexico.  The company has facilities in 26 countries and employs
approximately 43,000 people.



=============
B A H A M A S
=============

ULTRAPETROL BAHAMAS: Reports FFA Substitutions Over LCH Clearnet
----------------------------------------------------------------
Ultrapetrol (Bahamas) Limited has executed two similar sets of
transactions through which it has bought and sold respectively
the same number of Forward Freight Agreements positions with
almost neutral overall effect in its year-end results and
beneficial effects on its working capital requirements.

Len Hoskinson, the company's chief financial officer said, "The
market rates for Capesize vessels have increased substantially,
culminating in another record high today.  The robust Capesize
market bodes well for Ultrapetrol strengthening its results in
general as we have substantially more open days on our vessels
than we have FFAs.  We have substituted a large portion of our
FFA positions sold through LCH Clearnet by an equivalent number
of over the counter FFA contracts sold to reliable parties.  In
fact, we have bought a total of 274 days of FFAs through the
clearing house in the third and fourth quarter and
simultaneously we sold in total the same 274 days of FFAs over
the counter at almost the same values.  The effect of these
transactions at year-end is expected to be close to zero and at
the same time it contributes to our working capital."

On May 16, 2008, the company entered into an FFA contract
whereby one of its subsidiaries contracted with a counterparty
through the facilities of LCH Clearnet to charge the average
time charter rate for the 4 Capesize Time Charter Routes (C4TC)
for a total of 90 days (15 days in July 2008, 15 days in August
2008, 15 days in September 2008, 15 days in October 2008, 15
days in November 2008 and 15 days in December 2008) in exchange
for a fixed rate of US$170,000 (one hundred and seventy thousand
U.S. Dollars) per day.  Through this FFA we offset an equal
number of days of the FFA positions previously sold by our
subsidiary for the second half of 2008.

Simultaneously on May 16, 2008, the company entered into an over
the counter Forward Freight Agreement (OTC FFA) contract whereby
one of its subsidiaries contracted to pay the average time
charter rate for the C4TC for a total of 90 days (15 days in
July 2008, 15 days in August 2008, 15 days in September 2008, 15
days in October 2008, 15 days in November 2008 and 15 days in
December 2008) in exchange for a fixed rate of US$168,000 (one
hundred and sixty eight thousand U.S. Dollars) per day.

Similarly, on May 19, 2008, the company entered into an FFA
whereby one of its subsidiaries contracted with a counterparty
through the facilities of LCH Clearnet to charge the average
time charter rate for the C4TC for a total of 184 days (31 days
in July 2008, 31 days in August 2008, 30 days in September 2008,
31 days in October 2008, 30 days in November 2008 and 31 days in
December 2008) in exchange for a fixed rate of US$166,000 (one
hundred and sixty six thousand U.S. Dollars) per day.  Through
this FFA we offset an equal number of days of the FFA positions
previously sold by our subsidiary for the second half of 2008.

Simultaneously on May 19, 2008, the company entered into an OTC
FFA contract whereby one of its subsidiaries contracted to pay
the average time charter rate for the C4TC for a total of 184
days (31 days in July 2008, 31 days in August 2008, 30 days in
September 2008, 31 days in October 2008, 30 days in November
2008 and 31 days in December 2008) in exchange for a fixed rate
of US$165,000 (one hundred and sixty five thousand U.S. Dollars)
per day.

All the FFAs entered into as OTC FFAs have no margin account
requirements and as such bear a higher counterparty risk than
cleared FFAs.

The company believes that the net effect of the transactions
described above will be almost neutral (a charge to net income
of US$(0.4) million through year end).  The short-term effect on
earnings and net income of having offset some of our cleared
positions will, however, likely require us to record in our
Income Statement for the second quarter of 2008 a one-time
charge to net income of US$(24.2) million.  All but US$0.4
million of this charge is expected to be offset over the balance
of 2008.

The company also believes that through these transactions it has
reduced its future working capital requirements without
affecting in any significant way its year end results.

Headquartered in Nassau, Bahamas, Ultrapetrol (Bahamas) Limited
(Nasdaq: ULTR) -- http://www.ultrapetrol.net/-- is a diverse    
international marine transportation company.  The company
operates in four segments: River, Ocean, Offshore Platform
Supply and Passenger and had 2007 revenues of US$221.7 million.  
It serves the shipping markets for grain, forest products,
minerals, crude oil, petroleum and refined petroleum products,
as well as the offshore oil platform supply market and the
leisure passenger cruise market, with its extensive and diverse
fleet of vessels.  These include river barges and pushboats,
platform supply vessels, tankers, oil-bulk-ore vessels and
passenger ships.

                            *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 15, 2008, Moody's Investors Service affirmed the B2
corporate family rating and the B2 rating on the US$180 million
9% guaranteed first mortgage notes due 2014 of Ultrapetrol
(Bahamas) Limited.  Moody's said the outlook remains stable.

As reported in the Troubled Company Reporter-Latin America on
Feb. 4, 2008, Standard & Poor's Ratings Services revised the
outlook on Ultrapetrol (Bahamas) Ltd. to positive from stable.
The 'B' long-term corporate credit rating was affirmed.



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

MILLICOM INTERNATIONAL: Unit To Transfer 200,000 Clients to GSM
---------------------------------------------------------------
Business News Americas relates that Millicom International
Cellular SA's Bolivian unit Telefonica Celular de Bolivia S.A.
a.k.a. Telecel Bolivia (Tigo) will migrate about 200,000
subscribers to GSM technology from TDMA.

Eduardo Vinas -- company regulatory manager of Telecel Bolivia,
which operates the Tigo brand -- told Bolivian news daily El
Deber that the firm has intensified the migration of the
subscribers to GSM technology.  This is part of the operator's
strategy to boost its technological profile, Mr. Vinas added.

Telecel will launch 3G services in Bolivia in September or
October, BNamericas says, citing Mr. Vinas.  Because of this,
mobile broadband will be offered.

Mr. Vinas told BNamericas that it is necessary to install more
"aerials across the country to expand the number of mobile
lines."

Headquartered in Bertrange, Luxembourg, and controlled by
Sweden's AB Kinnevik, Millicom International Cellular S.A.
-- http://www.millicom.com/-- is a global telecommunications
investor with cellular operations in Asia, Latin America and
Africa.  It currently has cellular operations and licenses in 16
countries.  The Group's cellular operations have a combined
population under license of around 391 million people.

The Central America Cluster comprises Millicom's operations in
El Salvador, Guatemala and Honduras.  The population under
license in Central America at December 2005 is 26.4 million.
The South America Cluster comprises Millicom's operations in
Bolivia and Paraguay.  The population under license in South
America at December 2005 is 15.2 million.

                            *     *     *

As reported in the Troubled Company Reporter-Europe on
Nov. 16, 2007, Moody's Investors Service upgraded ratings of
Millicom International Cellular S.A.  The corporate family
rating was upgraded to Ba2 from Ba3 and the rating on the
existing senior notes was upgraded to B1 from B2.  Moody's said
the outlook on the ratings is stable.



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

AMERICAN AXLE: S&P Ratings Still on CreditWatch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on General
Motors Corp. (GM), American Axle & Manufacturing Holdings Inc.
(Axle), Lear Corp., and Tenneco Inc. remain on CreditWatch with
negative implications, pending the outcome of a vote on the
tentative labor agreement between the United Auto Workers (UAW)
and Axle, and its review of the four companies' financial
profiles. The ratings on all four companies were placed on
CreditWatch negative on March 17, sparked by a work stoppage at
many of Axle's UAW-represented plants in New York and Ohio. Axle
and the UAW announced the tentative agreement on a new labor
contract, but did not disclose details.

Local unions were scheduled to vote on the agreement beginning
Monday and continuing through this week. If ratified, the new
four-year contract will end the strike, which began Feb. 25 and
led to reduced production of light trucks by GM over the past
few months.

According to media reports, under the tentative agreement, the
UAW has accepted a lower all-in wage and benefit package
competitive with that offered by the UAW at other U.S. auto
supplier competitors of Axle. In exchange, Axle is reportedly
offering buy-outs of up to US$140,000 to reduce headcount and
buy-downs of up to US$105,000 to ease the transition for
remaining UAW workers to the new wage level. (GM previously
announced it had agreed to fund US$200 million of the amount
needed for the wage transition and buyouts.) Axle also
reportedly will close two forging plants under the agreement.

"We intend to resolve each company's CreditWatch listing within
the next two weeks," said Standard & Poor's credit analyst
Lawrence Orlowski. "We'll focus on the strike's direct effect on
liquidity, as well as the prospective performance of each
company for the remainder of 2008 and into 2009. We expect to
resolve the CreditWatch listings on Lear and Tenneco first
because their first-quarter results indicate that they have been
less affected by the strike," he continued.

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.


BANCO ITAU: Exec Says Insurance Sector Must Reinvent Segments
-------------------------------------------------------------
Banco Itau Holding Financeira SA's Insurance, Private Pension,
and Savings Bonds Business Chief Osvaldo do Nascimento told
Business News Americas that Brazil's insurance industry must
"reinvent" segments like car, micro, and health.

BNamericas relates that Mr. do Nascimento said during a seminar
in Sao Paulo on ethics and transparency in the Brazilian
insurance market, "We need to reinvent some insurance sectors
with a focus on the consumer, especially the low-income
consumer."

New car sales posted record growth in 2007 and auto premiums
rose less than 1%, Mr. do Nascimento told BNamericas.  "Never
have we seen such growth of new car sales in Brazil as in 2007
and yet never have we seen such mediocre growth in car insurance
premiums," Mr. do Nascimento added.

Brazilian insurance regulator Susep told BNamericas that car
insurance premiums rose 0.97% to BRL10.6 billion in 2007,
compared to the previous year.  This excludes premiums from
mandatory vehicle liability coverage DPVAT, which increased
27.6% to BRL3.72 billion, Susep added.

Comprehensive liability coverage for drivers in the rest of the
world is an important seller but "nonexistent" in Brazil,
BNamericas says, citing Mr. do Nascimento.  "Anyone who drives
the streets of Sao Paulo knows changing lanes can be absurdly
dangerous.  You could kill someone and it wouldn't be covered,"
Mr. do Nascimento explained.

Mr. do Nascimento told BNamericas that the Brazilian insurance
sector has been debating how to launch microinsurance products
for low-income clients for two years.   Nothing has come of it
but microinsurance won't take off before regulations are
simplified, letting consumers to better understand the rules and
improving relations between the consumer and insurance firms,
Mr. do Nascimento added.

According to BNamericas, Mr. do Nascimento said private
healthcare is a problem around the world but the Brazilian
industry's emphasis on group plans through corporate customers
leaves many people without coverage and subject to the state
system, including retirees and the unemployed.  "It's unlikely
corporate health plans will continue to take care of retirees.  
When someone stops working, does he stop being a citizen?" Mr.
do Nascimento commented.

Plans to launch tax-free health savings accounts in Brazil based
on the U.S. model could help consumers pay for health care "down
the road," BNamericas states, citing Mr. do Nascimento.

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

                         *     *     *

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


CAIXA ECONOMICA: To Lend BRL11 Billion for PAC Projects
-------------------------------------------------------
Caixa Economica Federal will lend BRL11 billion to the federal
government's growth acceleration plan (PAC) projects by the end
of this month, Business News Americas reports.

According to BNamericas, the loan for the projects is nearly
triple the size of the previous BRL3.7 billion that Caixa
Economica lent in the first quarter 2008.  Caixa Economica's
Vice President Marcio Percival told BNamericas that the PAC
loans totaled BRL2.9 billion as of March 2008 and might increase
to BRL6.2 billion by the end of May 2008.

Brazilian paper Valor Economico relates that the PAC
infrastructure and sanitation projects will total BRL4.5 billion
in the first five months of this year, six times more than the
BRL714 million loaned in first quarter 2008.

The new loans also include a BRL600 million sanitation project
with the Sao Paulo-based water utility Sabesp.  The loan accord
will be signed this week, BNamericas states.

Headquartered in Brasilia, Caixa Economica Federal --
http://www.caixa.gov.br-- is a Brazilian bank and one of the  
largest government-owned financial institutions in Latin
America.  Founded in Jan. 12, 1861, Caixa Economica is the
second biggest Brazilian bank, second only to Banco do Brasil,
and offers services in thousands of Brazilian towns, ranking
third in Brazil in number of branches.  The company has more
than 32 million accounts and controls more than US$170 billion.
It is responsible for executing policies in the areas of housing
and basic sanitation, the administration of social funds and
programs and federal lotteries.

                        *    *    *

In May 2008, Moody's Investors Service assigned a Ba2 foreign
currency deposit rating to Caixa Economica Federal.


COMPANHIA ENERGETICA: Plant May Start Operating in May 2012
-----------------------------------------------------------
Companhia Energetica de Minas Gerais' Chief Financial Officer
Luiz Fernando Rolla said in a Web cast that its 3.15-gigawatt
Santo Antonio hydro plant on the Madeira river could begin
operations ahead of schedule in May 2012, Business News Americas
reports.

Mr. Rolla told BNamericas the May 2012 start date is feasible.  
The report says that the deadline for the completion of the
plant is December 2012.  The Madeira Energia consortium holds
concession rights for the construction and operation of Santo
Antonio.  The consortium will "offer a performance premium to
the EPC contractor" for finishing ahead of time.  Madeira
Energia will still identify the EPC contractor.  Madeira Energia
could earn an additional BRL1.5 billion in revenue through long-
term, fixed-price contracts if it starts the plant in May 2012,
Mr. Rolla added.

Companhia Energetica is selling power with its Madeira Energia
partners to free market customers under contracts for up to
BRL140 per megawatt-hour, BNamericas says, citing Mr. Rolla.  
"This makes the average cost of energy in Santo Antonio stand at
BRL96 per megawatt-hour, taking into account the energy sold to
the regulated market," Mr. Rolla added.  In December 2007,
Madeira Energia offered to sell power from Santo Antonio to the
regulated market for BRL78.87 per megawatt-hour under a 30-year
contract.  Companhia Energetica and its partners are selling 70%
of the energy in Santo Antonio to the regulated market, and 30%
to free market clients.

Investments in Santo Antonio's construction will total
BRL12.2 billion.  Federal development bank BNDES will fund up to
75% of the construction, BNamericas states.

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

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

                          *     *     *

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


EQUISTAR CHEMICALS: March 31 Balance Sheet Upside-Down
------------------------------------------------------
Equistar Chemicals LP's consolidated balance sheet at March 31,
2008, showed US$9.8 billion in total assets and US$19.6 billion
in total liabilities, resulting in a US$9.8 billion total
partners' ' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with US$1.9 billion in total current
assets available to pay US$2.3 billion in total current
liabilities.

Equistar is an indirect wholly owned subsidiary of Lyondell
Chemical Company.  On Dec. 20, 2007, LyondellBasell Industries
indirectly acquired the outstanding common shares of Lyondell
Chemical Company and, as a result, Lyondell and Equistar became
indirect wholly owned subsidiaries of LyondellBasell Industries.

The consolidated statement of income for the three months ended
March 31, 2008, reflects post-acquisition depreciation and
amortization expense based on the new value of the related
assets and interest expense that resulted from the debt used to
finance the acquisition; therefore, the financial information
for the periods prior to and subsequent to the acquisition on
Dec. 20, 2007, is not generally comparable.  

The company reported a net loss of US$547.0 million for the
first quarter ended March 31, 2008, compared with net income of
US$11.0 million in the same period in 2007.  The shift to a net
loss during the first quarter of 2008 was primarily due to
US$386.0 million of interest expense on push-down debt and the
operating loss in the first quarter 2008 compared to operating
income in first quarter 2007.  

Equistar's revenues of US$3.8 billion in the first quarter of
2008 were 33.0% higher compared to revenues of US$2.9 billion in
the first quarter of 2007, reflecting higher average sales
prices, partially offset by the effect of lower sales volumes.

Equistar's cost of sales of US$3.9 billion in the first quarter
2008 was 43.0% higher compared to US$2.7 billion in the first
quarter of 2007.   The increase was primarily due to higher raw
material costs, partially offset by lower operating costs.  The
higher raw material costs reflected the effect of higher crude
oil prices in the first quarter of 2008 compared to the same
period in 2007.  The lower operating costs in the first quarter
of 2008 were due to the absence of operating issues and related
maintenance experienced in the first quarter 2007.

Selling, general and administrative expenses were US$70.0
million in the first quarter of 2008 compared to US$59.0 million
in the first quarter of 2007.  The increase was primarily
attributable to fees incurred under Equistar's receivables sales
agreement with Lyondell reflecting higher utilization of that
facility.

Equistar had an operating loss of US$164.0 million in the first
quarter of 2008 compared to operating income of US$63.0 million
in the first quarter of 2007.  The decrease of US$227.0 million
was primarily due to lower product margins as sales prices did
not increase as rapidly as raw material costs.

Interest expense was US$3.0 million in the first quarter of 2008
compared to US$54.0 million in the first quarter 2007.  The
decrease of US$51.0 million was primarily due to a decrease in
debt, for which Equistar is the primarily obligor, of
approximately
US$2.0 billion from the first quarter of 2007 to the first
quarter of 2008.  Equistar also had US$4.0 million in related
party interest expense in the first quarter of 2008 and
recognized US$386.0 million of interest expense on push-down
debt.

                 Liquidity and Capital Resources

At March 31, 2008, Equistar's long-term debt, under which
Equistar is the primary obligor, was US$130.0 million, and there
were no current maturities.  In addition, Equistar recognized in
its financial statements a total of US$17.7 billion of
acquisition-related or push-down debt for which it is a
guarantor, but is not the primary obligor.  As a result of
recognizing the push-down debt in its financial statements,
Equistar has a US$9.8 billion deficit in partners' capital;
however, Equistar does not expect that it will be required to
fund a substantial portion of the push-down debt.

At March 31, 2008, Equistar had cash on hand of US$20.0 million,
and the total amount available to borrowers under both the
US$1.0 billion Senior Secured Inventory-Based Revolving Credit
Facility and the US$1.15 billion Accounts Receivable
Securitization Facility totaled approximately US$300.0 million,
giving effect to a total minimum unused availability requirement
of US$100.0 million under the Accounts Receivable Securitization
Facility and the senior secured inventory-based credit facility.  
In addition, Equistar has up to US$1.88 billion available under
the loan agreement with a Lyondell subsidiary.

Equistar said it believes that its cash balances, cash generated
from operating activities, funds from lines of credit and cash
generated from funding under various liquidity facilities
available to Equistar through LyondellBasell Industries will be
adequate to meet anticipated future cash requirements, including
scheduled debt repayments, necessary capital expenditures, and
ongoing operations.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available
for free at http://researcharchives.com/t/s?2c2a

                     About Equistar Chemicals

Headquartered in Houston, Texas, Equistar Chemicals LP, a wholly
owned subsidiary of Lyondell Chemical Company (NYSE: LYO) --
http://www.lyondell.com/-- produces ethylene, propylene and  
polyethylene in North America and ethylene oxide, ethylene
glycol, high value-added specialty polymers and polymeric
powder.

The company also has locations in Austria, France, Italy, The
Netherlands, Belgium, Germany, Spain, United Kingdom, Brazil,
China, Japan, Taiwan, India and Singapore.

                          *     *     *

Equistar Chemicals LP's 7.55% senior unsecured notes carry
Moody's Investor Service's B3 rating, Standard & Poor's Ratings
Service's B+ rating and Fitch Ratings' BB+ rating.


GENERAL MOTORS: S&P Ratings Still on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on General
Motors Corp. (GM), American Axle & Manufacturing Holdings Inc.
(Axle), Lear Corp., and Tenneco Inc. remain on CreditWatch with
negative implications, pending the outcome of a vote on the
tentative labor agreement between the United Auto Workers (UAW)
and Axle, and its review of the four companies' financial
profiles.  The ratings on all four companies were placed on
CreditWatch negative on March 17, sparked by a work stoppage at
many of Axle's UAW-represented plants in New York and Ohio.  
Axle and the UAW announced the tentative agreement on a new
labor contract, but did not disclose details.

Local unions were scheduled to vote on the agreement beginning
Monday and continuing through this week.  If ratified, the new
four-year contract will end the strike, which began Feb. 25 and
led to reduced production of light trucks by GM over the past
few months.

According to media reports, under the tentative agreement, the
UAW has accepted a lower all-in wage and benefit package
competitive with that offered by the UAW at other U.S. auto
supplier competitors of Axle.  In exchange, Axle is reportedly
offering buy-outs of up to US$140,000 to reduce headcount and
buy-downs of up to US$105,000 to ease the transition for
remaining UAW workers to the new wage level.  (GM previously
announced it had agreed to fund US$200 million of the amount
needed for the wage transition and buyouts.) Axle also
reportedly will close two forging plants under the agreement.

"We intend to resolve each company's CreditWatch listing within
the next two weeks," said Standard & Poor's credit analyst
Lawrence Orlowski.  "We'll focus on the strike's direct effect
on liquidity, as well as the prospective performance of each
company for the remainder of 2008 and into 2009.  We expect to
resolve the CreditWatch listings on Lear and Tenneco first
because their first-quarter results indicate that they have been
less affected by the strike," he continued.

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.


POLYPORE INT'L: Completes Yurie-Wide Acquisition for US$23 Mil.
---------------------------------------------------------------
Polypore International Inc. said that through its wholly owned
subsidiary, Celgard, LLC, the company has closed on the
acquisition of 100% of the outstanding capital stock of Yurie-
Wide Corporation, a South Korean company, for approximately
US$23 million in cash, including acquisition-related costs.

Celgard, LLC -- http://www.celgard.com/-- part of Polypore's  
Energy Storage business segment is a global leader in the
development and production of specialty microporous membranes,
including separators used in rechargeable lithium-ion batteries
for personal electronic devices such as notebook computers,
mobile telephones, digital cameras, and other high performance
applications such as power tools, hybrid-electric vehicles and
fuel cells.

Headquartered in Charlotte, North Carolina, Polypore
International Inc., develops, manufactures and markets
specialized polymer-based membranes used in separation and
filtration processes.  The company is managed under two business
segments.  The energy storage segment, which currently
represents approximately two-thirds of total revenues, produces
separators for lead-acid and lithium batteries.  The separations
media segment, which currently represents approximately one-
third of total revenues, produces membranes used in various
health care and industrial applications.  The company has
operations in Australia, Germany and Brazil.

                       *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 7, 2008, Moody's Investors Service raised the ratings of
PolyporeInternational, Inc., Corporate of Family to B2 from B3
and Probability of Default to B2 from B3.  

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


PROPEX INC: Court Extends Lease Decision Period Until August 15
---------------------------------------------------------------
The Honorable John C. Cook of the U.S. Bankruptcy Court for the
Eastern District of Tennessee extended the time by which Propex
Inc. and its debtor-affiliates must assume or reject unexpired
leases and executory contracts, through and including Aug. 15,
2008.

As reported in the Troubled Company Reporter on April 29, 2008,
the Debtors are presently lessees under 15 unexpired non-
residential real property leases, including their corporate
headquarters located at Lee Highway, in Chattanooga, Tennessee.

Edward L. Ripley, Esq., at King & Spalding, LLP, in Houston,
Texas, relates that the Debtors are at an early stage of their
Chapter 11 cases, and are currently dealing with a variety of
important issues regarding the progression of their bankruptcy
proceedings.

The Order does not in any way precludes, limits or waives the
Debtors from subsequently disputing that any of the leases fall
within the definition of or are governed by Section 365(d)(4) of
the Bankruptcy Code.

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

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

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



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

BALLANTYNE RE: S&P Downgrades Senior Debt Rating to BB From BBB-
----------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its senior debt
rating on Ballantyne Re plc's Class A-1 notes to 'BB' from
'BBB-'.  At the same time, S&P said the notes will remain on
CreditWatch with negative implications, where they were placed
on Nov. 21, 2007.
     
"Standard & Poor's took these actions in response to the asset
reports that indicate continued mark-to-market losses in the
various asset accounts will result in an interest payment
trigger being breached," said S&P's credit analyst Gary
Martucci.

S&P will continue to monitor the developments related to this
latest disclosure and take future ratings actions as warranted.

Ballantyne Re plc and Orkney Re II plc are public limited
companies established in Ireland as special purpose vehicles
associated with Scottish Re (US), Inc., a subsidiary of Scottish
Re Group Limited.  Scottish Re is a Cayman Islands company
with principal executive offices located in Bermuda.


CZ320-97A LIMITED: To Hold Final Shareholders Meeting on May 27
---------------------------------------------------------------
CZ320-97A Limited will hold its final shareholders meeting on
May 27, 2008, at the offices of HSBC Bank (Cayman) Limited, P.O.
Box 1109, Grand Cayman, Cayman Islands.

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 documentation of the company,
                  and of the liquidator should be disposed of.

CZ320-97A Limited'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 liquidators can be reached at:

               Connan Hill and Alex Johnston
               P.O. Box 1109, Grand Cayman
               Cayman Islands

Contact for inquiries:

               Isabel Mason
               Telephone: 345 949-7755
               Fax: 345 949-7634


CZ320-97B LIMITED: Sets Final Shareholders Meeting for May 27
-------------------------------------------------------------
CZ320-97B Limited will hold its final shareholders meeting on
May 27, 2008, at the offices of HSBC Bank (Cayman) Limited, P.O.
Box 1109, Grand Cayman, Cayman Islands.

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 documentation of the company,
                  and of the liquidator should be disposed of.

CZ320-97B Limited'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 liquidators can be reached at:

               Connan Hill and Alex Johnston
               P.O. Box 1109, Grand Cayman
               Cayman Islands

Contact for inquiries:

               Isabel Mason
               Telephone: 345 949-7755
               Fax: 345 949-7634


CZ320-97C LIMITED: Proofs of Claim Filing Deadline Is May 27
------------------------------------------------------------
CZ320-97C Limited's creditors have until May 27, 2008, to prove
their claims to Connan Hill and Alex Johnston, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

CZ320-97C Limited's shareholder decided on April 3, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               Connan Hill and Alex Johnston
               P.O. Box 1109, Grand Cayman
               Cayman Islands

Contact for enquiries:

               Isabel Mason
               Telephone: 345 949-7755
               Fax: 345 949-7634


CZ320-97C LIMITED: To Hold Final Shareholders Meeting on May 27
---------------------------------------------------------------
CZ320-97C Limited will hold its final shareholders meeting on
May 27, 2008, at the offices of HSBC Bank (Cayman) Limited, P.O.
Box 1109, Grand Cayman, Cayman Islands.

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 documentation of the company,
                  and of the liquidator should be disposed of.

CZ320-97C Limited'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 liquidators can be reached at:

               Connan Hill and Alex Johnston
               P.O. Box 1109, Grand Cayman
               Cayman Islands

Contact for inquiries:

               Isabel Mason
               Telephone: 345 949-7755
               Fax: 345 949-7634


CZ320-97D LIMITED: Proofs of Claim Filing Is Until May 27
---------------------------------------------------------
CZ320-97D Limited's creditors have until May 27, 2008, to prove
their claims to Connan Hill and Alex Johnston, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

CZ320-97D Limited's shareholder decided on April 3, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               Connan Hill and Alex Johnston
               P.O. Box 1109, Grand Cayman
               Cayman Islands

Contact for inquiries:

               Isabel Mason
               Telephone: 345 949-7755
               Fax: 345 949-7634


CZ320-97D LIMITED: To Hold Final Shareholders Meeting on May 27
---------------------------------------------------------------
CZ320-97D Limited will hold its final shareholders meeting on
May 27, 2008, at the offices of HSBC Bank (Cayman) Limited, P.O.
Box 1109, Grand Cayman, Cayman Islands.

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 documentation of the company,
                  and of the liquidator should be disposed of.

CZ320-97D Limited'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 liquidators can be reached at:

               Connan Hill and Alex Johnston
               P.O. Box 1109, Grand Cayman
               Cayman Islands

Contact for inquiries:

               Isabel Mason
               Telephone: 345 949-7755
               Fax: 345 949-7634


ORIENTAL CAPITAL: Will Hold Final Shareholders Meeting on May 27
----------------------------------------------------------------
Oriental Capital Fund Co. will hold its final shareholders
meeting on May 27, 2008, at 10:00 a.m., at the offices of Close
Brothers (Cayman) Limited, 4th Floor Harbour Place, George Town,
Grand Cayman, Cayman Islands.

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 documentation of the company,
                  and of the liquidator should be disposed of.

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

The liquidator can be reached at:

               Linburgh Martin
               Attn: Kim Charaman
               c/o Close Brothers (Cayman) Limited
               4th Floor, Harbour Place
               P.O. Box 1034, Grand Cayman,
               Cayman Islands
               Telephone: (345) 949 8455
               Fax: (345) 949 8499



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

CODELCO: Most Contract Workers Get Advance to 2008 Bonus
--------------------------------------------------------
About 28,000 of Corporacion Nacional del Cobre de Chile's
contract workers have already received an advance to their
bonuses.

Codelco in a press release on Tuesday said, 92% of its
approximately 30,000 contract workers its contract workers have
received the agreed 2008 production bonus payments.  The news
came on the heels of workers threatening another work stoppage
after not being given bonus payments promised to them.

As previously reported in the Troubled Company Reporter-Latin
America, Codelco's workers have been on strike since April 16 to
demand bonuses and benefits.  The prolonged work stoppage
brought closure of some of Codelco's mines, resulting in the
company incurring almost US$100 million on supply services as of
April 29, and contributed to the rising of copper prices.  
Protests, however, stopped after the government proposed, and
Codelco agreed, that subcontract employees get an advance on a
CLP500,000 bonus that was due to be paid by year-end, with the
CLP300,000 to be advanced by suppliers.

According to Dow Jones Newswires, the 2008 bonus was one of the
benefits the workers obtained after a month-long strike in 2007.

The remaining unpaid contract workers, the press release
explained, represent those that have filed for sick and vacation
leaves, and those that aren't interested in signing up for the
the incentive.

Aside from paying the 2008 incentive, Codelco reportedly
promised to further absorb many of the subcontract workers
into full-time ranks even with the court ruling last week.  On
May 12, the Supreme Court of Chile declared that Codelco won't
have to hire outsourced workers to full-time status.

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


SMURFIT KAPPA: Earns EUR42.8 Mln in First Quarter Ended March 31
----------------------------------------------------------------
Smurfit Kappa Group plc released unaudited financial results for
the three months ending March 31, 2008.

SKG reported net profit of EUR42.8 million on revenues of EUR1.8
billion for the three months ending March 31, 2008, compared
with a net loss of EUR66.7 million on revenues of EUR1.8 billion
for the three months ending March 31 2007.

At March 31, 2008, the Group's balance sheet showed EUR8.8
billion in total assets, EUR6.6 billion in total liabilities and
EUR2.1 billion in total shareholders' equity.

            Capital Structure & Debt Reduction

Net borrowing amounted to EUR3.4 billion at March 31, 2008
compared to EUR3.4 billion at Dec. 31, 2007.  With the
combination of lower net borrowing and the improved
profitability of the Group's operations over the year, leverage
(EBITDA to net borrowing ratio) decreased from 3.20x at December
2007 to 3.16x at March 2008.  The corresponding multiple at
March 2007 was 3.71x.

                Performance Review & Outlook

Gary McGann, Smurfit Kappa Group CEO, commented:
"The Group is pleased to report a positive EBITDA outcome and a
strong cash flow performance for the three month period to
March 31, 2008.  We are also pleased to report continued
progress against our leverage objectives.  Net debt has been
reduced within the quarter.  SKG's net debt to EBITDA multiple
is now below the bottom end of our stated range.

During the quarter, business conditions in Europe reflected
continued corrugated price recovery and broad-based cost
inflation.  Our Latin American businesses, which operate in
high-growth markets, continue to make a significant contribution
to the Group's overall performance.

SKG anticipates that a combination of factors will contribute to
greater than expected margin pressure throughout the remainder
of 2008.  These factors include a slowdown in demand growth for
corrugated, continued weakness of the value of the US$ and
further cost inflation.  SKG recently announced the permanent
closure of 130,000 tons of less efficient containerboard
capacity and up to 80,000 tons of market-related downtime in
2008.  These actions will maximize the ongoing efficiency of our
mill system and address an increase in inventory levels of
recycled containerboard.

While SKG will continue to review the cost profile of our mills
against integration requirements, broader market demand and
industry inventory levels, as a result of actions to date, we
have an increasingly efficient mill system and remain short of
recycled paper production capacity.

In 2008 and beyond, we will continue to exercise restraint in
our capital programs, base production decisions on a realistic
assessment of demand, and participate selectively in
consolidation opportunities presented by current market
conditions.  SKG will also seek to opportunistically increase
its geographic reach and exposure to higher growth markets."

                 About Smurfit Kappa Group

Headquartered in Dublin, Ireland, Smurfit Kappa Group --
http://www.smurfit-group.com/-- manufactures containerboard
containerboard and converts it into corrugated cases, folding
cartons, paper sacks, tubes, and composite cans. Other products
include boxboard, sack kraft paper, and printing and writing
paper.  The company produces 6 million tons of paper annually
and has 300 facilities worldwide.  In Latin America, the company
operates in Argentina, Brazil, Chile, Colombia, Costa Rica,
Dominican Republic, Ecuador, Mexico and Venezuela.

                          *    *    *

In April 2008, Standard & Poor's Rating Services raised its
long-term corporate credit ratings on Ireland-based paper and
packaging company Smurfit Kappa Group PLC to 'BB' from 'BB-'.  
The outlook is stable.

At the same time, Fitch Ratings assigned a Long-term IDR of 'BB'
to Smurfit Kappa Group plc.  The Outlooks on both IDRs are
Stable.

As of Feb. 18, 2008, Smurfit Kappa Group plc carries Moody's
long-term corporate family rating of 'Ba3' with stable outlook.



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

HERBALIFE LTD: Adds US$150 Million to Share Repurchase Program
--------------------------------------------------------------
Herbalife Ltd.'s board of directors has approved an increase of
US$150 million to its previously approved program, raising the
total authorized value to US$600 million.

The company has been actively purchasing its common shares in
the open market since the initial US$300 million authorization
of the share repurchase program in April 2007.  In August 2007,
the board increased the authorization to US$450 million.  Since
inception, the company has repurchased 11 million shares for
approximately US$450 million, representing approximately 15
percent of the fully diluted share base since the initial
authorization.

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.


HERBALIFE LTD: Issues Statement About Product Safety Concerns
-------------------------------------------------------------
Herbalife Ltd. has issued a statement in response to allegations
from the Fraud Discovery Institute that its products may pose a
consumer safety concern, and that trigger a California
proposition 65 warning for lead content.

"We have confidence in the safety of our products. It is
irresponsible to equate Prop 65, which concerns disclosure, with
the safety of our products."

"Prop 65 is a consumer disclosure and labeling statute
requirement that under certain circumstances requires the
disclosure of the presence of any of approximately 800 specified
chemicals (including lead)."

"Our products fall within FDA suggested guidelines for the
amount of lead that consumers can safely ingest through their
diet and the FDA sets specific limits on lead content in certain
foods."

"Our products include natural ingredients, and trace levels of
naturally occurring lead is present in virtually all natural
ingredients. This is not a question of contamination resulting
from the manufacturing process or as a result of unsafe
handling. In the past, several common foods, such as chocolate,
have come under question of Prop 65."

"We follow established written quality assurance and quality
control procedures. We stand behind the safety of our
ingredients and products."

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.



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

AES DOMINICANA: To La Empresa Distribuidora Operations
------------------------------------------------------
AES Dominicana Energia Finance S.A. told Dominican Today that it
will stop operating La Empresa Distribuidora de Electricidad del
Este a.k.a. EDE Este.

AES Dominicana said, "The AES Dominicana management expresses
its deep appreciation for all the collaboration it has received
during this time from the team of workers that make up the EDE
Este family, and very especially the local personnel which since
its beginning, and even in the most difficult moments of this
distribution company, gave their best to make this company the
best of its type in the country's electricity distribution
market."

AES Dominicana's President Marco De la Rosa told Dominican Today
that EDE Este has a team of highly qualified people committed to
the firm's results.  It is evident in its performance indicators
and projects like "24 Hours of Energy" and the improvement in
infrastructure and customer service, Mr. De la Rosa added.

According to Dominican Today, AES Dominicana will focus its
efforts on electrical generation and port facilities.  "AES
Dominicana once again reaffirms its unwavering commitment to the
development of the national electrical sector and the welfare of
the country as a whole," the firm told Dominican Today.

AES Dominicana Energia Finance S.A. is an energy group operating
in the Dominican Republic, which manages two of AES Corp.'s
wholly owned generation assets, Andres and DPP.  AES Dominicana,
through an AES Corp subsidiary, also has a management agreement
to operate EDE-Este, one of the three distribution companies in
the country.  Andres is a power plant with a 304MW combined
cycle generation facility with duel fuel capability (gas and
diesel) but with natural gas supplied through the LNG import
facility serving as the primary fuel while DPP is a 236MW power
plant comprising two simple cycle combustion turbines that can
burn both natural gas and fuel oil Number 2.  Both plants
together have PPA contracts with EDE-Este for 260MW that
increase over time, but Andres is currently servicing all
contracts given its greater efficiency.  Andres LNG terminal
includes a large tanker berth and jetty, an LNG refueling pier,
and a one million barrel (160,000 cubic meters, m3) LNG storage
tank, as well as regasification and handling facilities for both
LNG and diesel.

As reported in the Troubled Company Reporter-Latin America on
May 19, 2008, Standard & Poor's Ratings Services affirmed its
'B-' rating on AES Dominicana Energia Finance S.A.'s
US$160 million notes.



===============
H O N D U R A S
===============

DIGICEL GROUP: Inks GSM/EDGE Contract With Ericsson in Honduras
---------------------------------------------------------------
Digicel Group in Honduras has awarded a GSM/EDGE contract to
Telefonaktiebolaget LM Ericsson.

Under the agreement, Ericsson will be the sole supplier of a
GSM/EDGE network including core network, radio access, and
microwave transmission.  It will provide subscribers with access
to a reliable and robust network as well as services such as
GPRS/EDGE mobile Internet access, per-second billing and
international roaming.  The deal also includes Ericsson's Mobile
Softswitch Solution, which is capable of carrying large volumes
of voice traffic in a state-of-the-art network architecture.

Ericsson will also provide services including network deployment
and integration, design, optimization and systems integration.

Digicel Group's Chief Technical Officer Mario Assaad said, "We
are pleased to bring our partnership with Ericsson to Honduras.  
It enables us to build industry-leading infrastructure that will
help drive telecommunications innovation and deliver dependable
network coverage for our customers.  There is strong potential
for growth in this mobile market, and Digicel is committed to
delivering superior technology and providing the best mobile
phone service throughout the country.  As a country rich in
culture with vibrant communities, Honduras offers a tremendous
opportunity for us to help connect families and friends through
a wide range of GSM services and value offerings."

Ericsson Honduras' Country Manager Erik Glimtoft commented, "As
the worldwide leader in GSM/EDGE, Ericsson is proud to be
selected again by Digicel as its sole supplier and to have the
opportunity to support them with our leading technology in
Honduras as well.  This contract reinforces our long-term
partnership with Digicel Group, as well as our leadership in
telecommunications in Central America and the Caribbean."

              About Telefonaktiebolaget LM Ericsson

Telefonaktiebolaget LM Ericsson -- http://www.ericsson.com/--  
is a provider of telecommunications equipment and related
services to operators of mobile and fixed networks worldwide.  
Over 1,000 networks in more than 175 countries utilize its
equipment.  The company supplies the network equipment and
services that enable telecommunication, end-to-end solutions for
mobile and fixed communication.  The company has four business
segments: Networks, which includes communications infrastructure
and related deployment services; Professional Services, which
includes managed services, services for network systems
integration, consulting and education and customer support
services; Multimedia, which includes networked media and
messaging, enterprise applications, revenue management, service
delivery platforms (SDP) and mobile platforms, and Phones, which
includes the 50/50 joint venture with SONY corporation, Sony
Ericsson Mobile Communications, offering a range of mobile
handsets and other mobile devices.

                       About Digicel Group

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

Digicel Group -- www.digicelgroup.com -- was awarded a license
in Honduras in December 2007, making it Digicel's second market
in Central America following its launch in El Salvador in April
2007.  The Caribbean Company operates in 23 markets across the
Caribbean.  In May 2008 Digicel was awarded an additional
license in Panama and is committed to further expansion in the
Central America region.

                         *     *     *

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

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

                         *     *     *

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



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

CASH PLUS: Must Recover Deposits Made on Failed Transactions
------------------------------------------------------------
The Jamaica Gleaner reports that Cash Plus Limited must recover
deposits it made on failed transactions and acquire a
substantial portion of the real estate.

As reported in the Troubled Company Reporter-Latin America on
May 21, 2008, Cash Plus has less than J$3 million in cash and
other liquid assets left as of March 2008.  The Co-Interim
Receiver/Manager for Cash Plus confirmed that the firm doesn't
have enough money to pay lenders and that it won't have any cash
any time soon.  Cash Plus Co-Interim Receiver/Manager Keven
Bandoian submitted a status report on Cash Plus to Justice
McIntosh.  According to the report, Cash Plus has total assets
of over J$4 billion, mainly in the form of land, buildings, and
refunds of deposits on failed transactions.

The Gleaner relates that Mr. Bandoian's report indicates that in
several instances Cash Plus entered into transactions to acquire
companies, real estate, and other tangible assets.  Majority of
the transactions weren't completed and often delayed after
preliminary talks and tendering of initial deposits.  Some
companies, land, and other assets were also purchased above the
reasonable market price, "presumably" due to a lack of due
diligence and independent valuation.

According to The Gleaner, Cash Plus was incorporated on
May 5, 2003.  During the period 2004 to 2007, it received
lenders' funds that totaled J$22 billion.  The number of lenders
affiliated with Cash Plus was estimated at between 35,000 and
45,000.  According to the receiver team, the money used for
repayment could have mainly come from the funds received from
lenders.  Mr. Bandoian's report shows that Cash Plus couldn't
have had sufficient income-generating activities to support the
interest payments and to pay staff.

Cash Plus' President Carlos Hill, his brother Bertram, and the
firm's chief financial officer Peter Wilson, are on bail after
being charged of fraud.  They will return to court on
July 17, 2008, The Gleaner states.

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

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


GOODYEAR TIRE: Unit Turns Around With J$1.8MM Profit in 1st Qtr.
----------------------------------------------------------------
Radio Jamaica reports that Goodyear Tire & Rubber Co. in Jamaica
has recorded a J$1.8 million net profit in the first quarter
2008, compared to its almost J$4 million loss in the same period
last year.

Radio Jamaica relates that Goodyear Tire also saw an improvement
in its revenue.  Turnover during the first quarter 2008 totaled
J$326 million, compared to J$288 million in 2007.

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 60 facilities in 26
countries and employs 80,000 people worldwide.  Goodyear has
subsidiaries in New Zealand, Venezuela, Peru, Mexico,
Luxembourg, Finland, Korea and Japan, among others.  

                          *     *     *

As reported by the Troubled Company Reporter-Latin America on
March 7, 2008, Fitch Ratings upgraded The Goodyear Tire & Rubber
Company's Issuer Default Rating to 'BB-' from 'B+' and senior
unsecured debt rating to 'B+' from 'B-/RR6'.


NAT'L COMMERCIAL: Court Trial on Money Laundering Charges Starts
----------------------------------------------------------------
Radio Jamaica reports that the Half-Way-Tree Criminal Court of
Jamaica has started hearing money laundering charges against the
National Commercial Bank Jamaica Ltd.

Radio Jamaica relates that government prosecutors have begun
preparing evidence.  The charges were made against the National
Commercial in 2007.  The National Commercial was accused of
breaching the Money Laundering Act by failing to report the
financial transactions of alleged drug kingpin Norris 'Deedo'
Nembhard.  Under the Money Laundering Act, banks must report all
cash transactions of over US$50,000 to the Financial
Investigation Division.

According to Radio Jamaica, the Financial Investigation served
summonses on the bank in February 2007 concerning six threshold
transactions.  The National Commercial confirmed that the
transactions occurred on Mr. Nembhard's accounts at one of its
units for over eight months in 2003.  The National Commercial
said that it took disciplinary action against the workers
involved when the transactions, totaling US$870,000, were
discovered.  According to the bank, it filed the required
reports based on information available at the time.


The National Commercial only filed the reports after a probe was
launched on the financial accounts of Mr. Nembhard and his
family, Radio Jamaica says, citing the investigators.  

Radio Jamaica notes that government prosecutors will argue that
the National Commercial didn't report on multi-million dollar
transactions of Mr. Nembhard during the "period specified", as
outlined under the Money Laundering Act.  The National
Commercial will also argue that there is no set time line under
the Money Laundering Act that requires the bank to report on the
transactions.

The court will continue to hear the National Commercial's money
laundering case on Sept. 8, 2008, Radio Jamaica adds.

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

                        *     *     *

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

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



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

AMPEX CORP: Appointment of Equity Holders Panel Moot, Judge Says
---------------------------------------------------------------
The Hon. Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York denied a request to immediately
appoint an Official Committee of Equity Holders filed by
ValueVest High Concentration Master Fund Ltd., equity security
holder and party-in-interest of Ampex Corporation and its
debtor-affiliates, Tiffany Kary of Bloomberg News reports.

Ms. Kary quotes Judge Gonzalez as saying that the company is
insolvent and shareholders are not going to get any distribution
in this bankruptcy case.  Judge Gonzalez is convinced that the
company can no longer pay equity holders, she notes.

AS reported in the Troubled Company Reporter-Europe on
May 5, 2008, ValueVest asked for the appointment citing the need
to represent and prosecute the interest of shareholders and
recover certain of their equity stake in the Debtors.  ValueVest
further argued that the Debtors are not insolvent and there is a
substantial likelihood of a meaningful distribution to equity.

The Debtors have at least 393 shareholders with Class A common
stock outstanding as of March 25, 2008, wherein ValueVest holds
13.4% shares of the Debtors' Class A common stock.

                         About Ampex

Headquartered in Redwood City, California, Ampex Corp. --  
http://www.ampex.com/-- (Nasdaq:AMPX) is a licensor of visual      
information technology.  The company has two business segments:
Recorders segment and Licensing segment.  The Recorders segment
primarily includes the sale and service of data acquisition and
instrumentation recorders (which record data and images rather
than computer information), and to a lesser extent mass data
storage products.  The Licensing segment involves the licensing
of intellectual property to manufacturers of consumer digital
video products through their corporate licensing division.

On March 30, 2008, Ampex Corp. and six affiliates filed for
protection under Chapter 11 of the Bankruptcy Code with the U.S.
Bankruptcy Court for the Southern District of New York (Case
Nos. 08-11094 through 08-11100).  Matthew Allen Feldman, Esq.,
and Rachel C. Strickland, Esq., at Willkie Farr & Gallagher LLP,
represents the Debtors in their restructuring efforts.  The
Debtors have also retained Conway Mackenzie & Dunleavy as their  
financial advisors.  In its schedules of assets and liabilities
filed with the Court, Ampex Corp. disclosed total assets of
US$9,770,089 and total debts of US$$82,488,054.

The Debtors have nine foreign affiliates that are incorporated
in seven countries -- one each in the United Kingdom, Japan,
Belgium, Colombia and Brazil and two each in Germany and Mexico.  
With the exception of the affiliates located in the U.K. and
Japan, none of the other foreign affiliates conduct meaningful
business activity.  As of March 30, 2008, none of the foreign
affiliates have commenced insolvency proceedings.


AMPEX CORP: Files Amended Disclosure Statement & Chapter 11 Plan
----------------------------------------------------------------
Ampex Corporation and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the Southern District of New York an
Amended Disclosure Statement dated May 9, 2008, explaining their
Amended Joint Chapter 11 Plan of Reorganization.

                     Overview of the Plan

The Plan will enable the Debtors to continue their business
operations without the possibility of a subsequent liquidation
or further financial reorganization.  

Financial advisor Conway Mackenzie & Dunleavy estimates the
Debtors' total enterprise value at at least US$79 million by
June 30, 2008.  The enterprise value is based upon an
aggregation of individual identifiable assets providing cash
flow streams.

Under the Plan, the Debtors' pension plans -- employees'
retirement plan and Quantegy Media Corporation retirement plan
-- will not be terminated.  The Debtor will continue to fund the
plans in accordance with the minimum financing standards under
the Internal Revenue Code and ERISA.  The Debtors have estimated
contributions of at least $52,900,000 by 2013.

                        Credit Agreement

Hillside Capital Incorporated and its affiliates will provide
$25 million in loan to the Debtors.  The loan will bear interest
at 10% per annum.  To secure the loan obligation,  Hillside is
entitled to a second priority and subordinate lien on
substantially all assets of the Debtors.

                Treatment of Claims and Interests

              Type of                     Estimated   Estimated
Class        Claims           Treatment   Amount      recovery
-----        -------          ---------  ---------   ---------
unclassified  Administrative               US$100,000    100%
               Expense Claims

unclassified  Fee Claims                   US$2,900,000  100%

unclassified  Priority Tax                 US$200,000    100%
               Claims

1             Priority Non-    unimpaired  US$0          100%
               Tax Claims

2             Senior Secured   impaired    US$6,900,000  100%
               Note Claims

3             Other Secured    unimpaired  US$0          100%
               Claims

4             Hillside         impaired    US$11,000,000 100%
               Secured
               Claims

5             General          impaired    US$51,600,000 100%
               Unsecured
               Claims

6             Existing Common  impaired    US$0          0%
               Stock

7             Existing         impaired    US$0          0%
               Securities       
               Laws Claims

8             Other Existing   impaired    US$0          0%
               Interests

A full-text copy of the Amended Joint Chapter 11 Plan of
Reorganization is available for free at

              http://ResearchArchives.com/t/s?2be6  

A full-text copy of the Amended Disclosure Statement is
available
for free at

              http://ResearchArchives.com/t/s?2be8  

                         About Ampex

Headquartered in Redwood City, California, Ampex Corp. --  
http://www.ampex.com/-- (Nasdaq:AMPX) is a licensor of visual      
information technology.  The company has two business segments:
Recorders segment and Licensing segment.  The Recorders segment
primarily includes the sale and service of data acquisition and
instrumentation recorders (which record data and images rather
than computer information), and to a lesser extent mass data
storage products.  The Licensing segment involves the licensing
of intellectual property to manufacturers of consumer digital
video products through their corporate licensing division.

On March 30, 2008, Ampex Corp. and six affiliates filed for
protection under Chapter 11 of the Bankruptcy Code with the U.S.
Bankruptcy Court for the Southern District of New York (Case
Nos. 08-11094 through 08-11100).  Matthew Allen Feldman, Esq.,
and Rachel C. Strickland, Esq., at Willkie Farr & Gallagher LLP,
represents the Debtors in their restructuring efforts.  The
Debtors have also retained Conway Mackenzie & Dunleavy as their  
financial advisors.  In its schedules of assets and liabilities
filed with the Court, Ampex Corp. disclosed total assets of
US$9,770,089 and total debts of US$$82,488,054.

The Debtors have nine foreign affiliates that are incorporated
in seven countries -- one each in the United Kingdom, Japan,
Belgium, Colombia and Brazil and two each in Germany and Mexico.  
With the exception of the affiliates located in the U.K. and
Japan, none of the other foreign affiliates conduct meaningful
business activity.  As of March 30, 2008, none of the foreign
affiliates have commenced insolvency proceedings.


AMPEX CORP: March 31 Balance Sheet Upside-Down by US$109.5 Mil.
---------------------------------------------------------------
Ampex Corp.'s consolidated balance sheet at March 31, 2008,
showed US$22.8 million in total assets and US$132.3 million in
total liabilities, resulting in a US$109.5 million total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with US$22.0 million in total current
assets available to pay US$67.1 million in total current
liabilities.

The company reported a net loss of US$3.8 million, on total
revenue of US$7.0 million, for the first quarter ended March 31,
2008, compared with net income of US$2.5 million, on total
revenue of US$12.4 million, in the corresponding period last
year.

Licensing revenue in the three months ended March 31, 2008,
totaled US$2.5 million and in the three months ended March 31,
2007, totaled US$4.7 million, of which US$1.9 million related to
negotiated settlements covering a prepayment of royalty
obligations through 2011.

Product revenue generated by the company's Recorders segment
decreased to US$3.0 million in the three months ended March 31,
2008, from US$5.9 million in the three months ended March 31,
2007.

Total service revenue generated by the Recorders segment in the
three months ended March 31, 2008, was US$1.5 million compared
to US$1.8 million for the three months ended March 31, 2007.

As of May 15, 2008, the company has incurred legal costs of
US$1.8 million in connection with the restructuring of its
liabilities, of which US$1.2 million was incurred during the
three months ended March 31, 2008.  The company expects to incur
significant additional reorganization costs during the remainder
of 2008 while the company is in chapter 11 which will be funded
in part by additional financing supplied by Hillside Capital
Inc. upon emergence.

The company reported an operating loss of US$2.4 million in the
three months ended March 31, 2008, compared to an operating
income of US$3.4 million for the three months ended March 31,
2007.  

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available
for free at http://researcharchives.com/t/s?2c2d

                       About Ampex Corp.

Headquartered in Redwood City, Calif., Ampex Corp. --
http://www.ampex.com/-- is a licensor of visual information
technology.  The company has two business segments: Recorders
segment and Licensing segment.  On March 30, 2008, Ampex Corp.
and six affiliates filed for protection under Chapter 11 of the
Bankruptcy Code with the U.S. Bankruptcy Court for the Southern
District of New York (Case Nos. 08-11094 through 08-11100).  
Matthew Allen Feldman, Esq., and Rachel C. Strickland, Esq., at
Willkie Farr & Gallagher LLP, represent the Debtors in their
restructuring efforts.  The Debtors have also retained Conway
Mackenzie & Dunleavy as their financial advisors.  

The Debtors have nine foreign affiliates that are incorporated
in seven countries -- one each in the United Kingdom, Japan,
Belgium, Colombia and Brazil and two each in Germany and Mexico.  
With the exception of the affiliates located in the U.K. and
Japan, none of the other foreign affiliates conduct meaningful
business activity.  As of March 30, 2008, none of the foreign
affiliates have commenced insolvency proceedings.


BENITO JUAREZ: Moody's Assigns Ba1 Global Local Currency Rating
---------------------------------------------------------------
Moody's Investors Service has assigned ratings of A1.mx (Mexico
National Scale) and Ba1 (Global scale, local currency) to the
two restructured bank loans of the Municipality of Benito Juarez
(Cancun).  The modified loan agreements with the original
lenders, Banobras and Banorte, were signed last month and
maintain most of the original features of the documents signed
in December 2005, with a few modifications including, a
reduction in interest rate, a reduction in the reserve fund and
a reduction in the percentage of federal participaciones pledged
by the State of Quintana Roo to the Alternative Trust for
payment on the loans should this support be necessary.  On the
whole, the credit quality of the loans remains at the same level
as the previous loan agreements, in great part due to the
improved credit quality of the issuer which was recently
upgraded to Baa2.mx (Mexico National Scale) and B1 (Global
Scale, local currency) from Ba2.mx/B2.

The authorizing documents for the restructure and the governing
legal agreements remain valid and binding.  In addition, the
instruction to TESOFE from the state of Quintana Roo has been
duly modified to reflect changes in the state's pledge of
participaciones to the Alternative Trust.

The loans are being paid through a paying trust (Fideicomiso de
Administracion y Pago F/2000855 with Grupo Financiero Santander
Serfin as trustee), which was established in December 2005, to
which the Municipality has pledged the flows and rights to 100%
of both its federal participation revenues as well as the
Fortamun funds.  The Fortamun funds are not considered in the
cash flows due to ambiguity as to whether their pledge is valid.  
The structure retains the support of the state government as it
has committed a certain portion of its own participaciones for
payment on the loans should the municipality's flow of funds
prove insufficient.

Each loan, in the amount of approximately MXN268 million, is a
direct obligation of the Municipality of Benito Juarez and is
payable under a distinct loan agreement.  These maintain the
original amortization schedule of monthly debt service payments
with final maturity in 2017, and carry a 12% interest rate cap
which remains in effect until December 2010.  The loans are also
a contingent obligation of the State of Quintana Roo.

The ratings assigned herein rely on both the municipality's as
well as the state's credit positions, and the enhancement to
that credit provided by the governing documents.  Given that
many of the factors remain the same, only the pertinent changes
in the loan agreements are:

  -- The Municipality's issuer ratings of Baa2.mx (Mexico
     National Scale) and B1 (Global Scale, local currency)
     reflect an economically strong tax base, based on the
     vibrant tourism activity of Cancun, that is capable of
     providing a healthy amount of own source revenues.

     Financial operations continue to be challenged, but
     demonstrated positive results in 2007 that are more
     reflective of the city's true capacity to generate revenue.
     The ratings also take into account a somewhat high debt-to-
     revenue ratio which is made manageable by a recent decrease
     of debt service requirements.

     The State of Quintana Roo's ratings are stable at A1.mx/Ba1
     and the state is able to absorb this payment should it be
     necessary.

  -- A significant reduction in the interest rate charged by the
     banks will allow for debt service to become more
     manageable.

     The original Banobras loan charged an interest rate of TIIE
     + 1.46%, whereas the new agreement imposes a TIIE +0.44%
     interest rate.  The Banorte loan is reduced from TIIE +
     1.3% to TIIE + 0.5%.

     Pledged municipal revenues provide a minimum debt service
     coverage of 3.3 times, which is considered at or above
     average for this type of transaction.

  -- The state of Quintana Roo has decreased the pledge of its
     participation revenues from 8.86% to 6%.

     The growth in participaciones in the last couple of years
     has resulted in a growing  amount of participaciones that
     is pledged for payment and the reduction will bring back
     into line the original support that was being provided by
     the state.  Hence, the reduction in the state's
     participation does not have a material effect on the loans.
     Together with the municipality's participation revenues,
     minimum debt service coverage is 4.6 times.

  -- The reserve fund has been decreased to two months of debt
     service from three months.

     This decrease represents a weak point compared to the
     previous structure, as the reserves cover possible negative
     fluctuations in the flow of pledged funds.  The presence of
     the Alternative Trust would be tapped if the reserves are
     utilized, thus protecting the structure in such a
     situation.


BHM TECHNOLOGIES: Files for Chapter 11; Seeks Financing
-------------------------------------------------------
BHM Technologies Holding Inc. and 14 of its affiliates filed for
bankruptcy protection under Chapter 11 of the Bankruptcy Code
blaming poor liquidity coupled with automobile sales slump,
Bloomberg News reports.

BHM Technologies and an affiliate of Lehman Brothers Inc.,
negotiated the terms and conditions of a plan of reorganization,
Bloomberg says.  Lehman's affiliate is the agent for BHM
Technologies first-lien lenders, the report adds.

Financing is "crucial to maximizing the value for the debtors'
estates," Bloomberg quotes company official with knowledge of
the matter as saying.  BHM Technologies is presently seeking
court approval to obtain financing from its first-lien lender.

Pursuant to court documents, BHM Technologies listed assets and
debts of more than US$500 million, and secured debt of at least
US$323.5 million.

Two units of BHM Technologies in Mexico did not file for
bankruptcy, Bloomberg notes.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells  
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico.  The company also
operates under Brown Corp.


BHM TECHNOLOGIES: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: BHM Technologies Holdings, Inc.
             401 South Steele St.
             Ionia, MI 48846

Bankruptcy Case No.: 08-04413

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        The Brown Corp. of America                 08-04412
        BHM Technologies, LLC                      08-04415
        The Brown Co. International, LLC           08-04416
        The Brown Co. of Ionia, LLC                08-04417
        The Brown Co. of Moberly, LLC              08-04418
        The Brown Co. of Waverly, LLC              08-04419
        The Brown Corp. of Greenville, Inc.        08-04421
        The Brown Realty Company, LLC              08-04422
        Heckethorn Holdings, Inc.                  08-04423
        Heckethorn Manufacturing Co., Inc.         08-04425
        Midwest Stamping, Inc.                     08-04426
        Midwest Stamping & Manufacturing Co.       08-04427
        Morton Welding Holdings, Inc.              08-04428
        Morton Welding Co., Inc.                   08-04429

Type of Business: The Debtors are independent designers and
                  manufacturers of welded assemblies and
machined
                  components for a customer base in a variety of
                  end markets, including automotive,
construction,
                  agricultural, and lawn and garden.  See
                  http://www.browncorp.com/

Chapter 11 Petition Date: May 19, 2008

Court: Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtors' Counsel: Hannah Mufson McCollum, Esq.
                  Email: mccolluh@pepperlaw.com
                  Kay Standridge Kress, Esq.
                  Email: Kressk@pepperlaw.com
                  Robert S. Hertzberg, Esq.
                  Email: hertzbergr@pepperlaw.com
                  Pepper Hamilton, LLP
                  Ste. 3600, 100 Renaissance Ctr., 36th Fl.
                  Detroit, MI 48243
                  Tel: (313) 393-7306, (313) 393-7365,
                       (313) 393-7433
                  Fax: ((866) 738-9629

                        -- and --

                  Leon R. Barson, Esq.
                  Email: barsonl@pepperlaw.com
                  Pepper Hamilton LLP
                  3000 Two Logan Square
                  18th and Arch Streets
                  Philadelphia, PA 19103
                  Tel: (215) 981-4424

Estimated Assets: US$100 million to US$500 million

Estimated Debts:  US$100 million to US$500 million

Debtors' Consolidated List of 50 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
SAC Domestic Investments, L.P. Debt                US$72,112,539
replacing Lehman Commercial
Paper, Inc. as agent for the
US$65,000,000 second lien credit
agreement dated as of July 21,
2006
Attn: SAC Capital Advisors,
LLC
72 Cummings Point Rd.
Stamford, CT 06902
Fax: ((203) 890-2295

Pyper Tool & Engineering       Trade Vendor         US$8,578,065
3003 Wilson Dr. N.W.
Grand Rapids, MI 49534-7565
Tel: (616) 791-9788
Fax: (616) 791-1040

Centerline Windsor, Ltd.       Trade Vendor         US$5,507,127
415 Morton Dr.
Lasalle, ON N9J 3T8 Canada
Tel: (519) 734-8464
Fax: (519) 734-7408

Walker Tool & Die, Inc.        Trade Vendor         US$4,034,978
2411 Walker Rd. N.W.
Grand Rapids, MI 49504-1377
Tel: (616) 453-5471
Fax: (616) 453-3765

Honda Trading America          Customer Resale      US$2,910,329
19900 ST RT 739                Payables
Marysville, OH 43040
Tel: (937) 644-0125
Fax: (937) 644-8070

Kenwal Steel-Burns Harbor      Trade Vendor         US$2,564,124
307 Tech Dr.
Burns Harbor, IN 46304
Tel: (219) 764-5800
Fax: (219) 763-7566

US Engineering Corp.           Trade Vendor         US$1,856,016
2530 Thornwood S.W.
Grand Rapids, MI 49509-2149
Tel: (616) 530-9889
Fax: (616) 530-0523

Kenwal Steel Corp.             Trade Vendor         US$1,534,880
8223 W. Warren Ave.
Dearborn, MI 48126
Tel: (313) 739-1000
Fax: (313) 739-1001

Royal Plastics, Inc.           Trade Vendor           US$968,358
3765 Quincy
Hudsonville, MI 49426
Tel: (616) 667-4178
Fax: (616) 896-0290

Lincoln Electric Co.           Trade Vendor           US$896,514
22801 Saint Clair Ave.
Cleveland, OH 44117
Tel: (216) 383-8027
Fax: (216) 383-4727

Leggett & Platt, Inc.          Trade Vendor           US$779,546
Number 1 Leggett Rd.
Carthage, MO 64836
Tel: (417) 358-8131
Fax: (417) 358-8449

Trademark Die & Engineering    Trade Vendor           US$765,460
8060 Graphic Dr.
Belmont, MI 49306
Tel: (616) 863-6660
Fax: (616) 863-6665

P.C. Campana, Inc.             Trade Vendor           US$715,557
1374 East 28 TH
Lorain, OH 44055
Tel: (440) 246-6500
Fax: (440) 246-6609

Eclipse Tool & Die             Trade Vendor           US$699,635
4713 Circuit CT
Wayland, MI 49348
Tel: (616) 877-3717
Fax: (616) 877-3712

Dundee Products Inc.           Trade Vendor           US$575,608
14490 Stowell Rd.
Dundee, MI 48131
Tel: (734) 529-2441
Fax: (734) 529-5637

Modern Metal Products, Inc.    Trade Vendor           US$554,990
35053 Eagle Way
Chicago, IL 60678-1350
Tel: (815) 877-9571
Fax: (815) 877-1070

Superior Roll Forming, Inc.    Trade Vendor           US$554,480
5535 Wegman Dr.
Valley City, OH 44280
Tel: (330) 225-2500,
      233 (ext.)
Fax: (330) 225-0888

General Motors Corp.           Customer Resale        US$503,195
4100 S. Saginaw St.            Payables
Flint, MI 48507-2605
Tel: (859) 243-7619
Fax: (602) 797-6596

Earle M. Jorgensen Co-Chicago  Trade Vendor           US$488,476
75 Remittance Dr., Ste. 6477
Chicago, IL 60675-6477
Tel: (800) 323-4721
Fax: (800) 635-7629

Kenwal Steel-Tennessee, LLC    Trade Vendor           US$476,221
8223 W. Warren Ave.
Dearborn, MI 48126
Tel: (313) 739-1079
Fax: (313) 739-2379

Miller Welding Supply, Inc.    Trade Vendor           US$471,299
505 Grandville S.W.
Grand Rapids, MI 49503-4948
Tel: (616) 459-9461
Fax: (616) 459-4759

Bluff City Steel, LLC          Trade Vendor           US$428,908
1175 Harbor Ave.
Memphis, TN 38113
Tel: (901) 946-1005
Fax: (901) 948-6266

Ford Motor Co.                 Customer Resale        US$414,907
Office of the General Counsel  Payables
1 American Rd. Ste. 323WHQ
Dearborn, MI 48126
Tel: (313) 594-4032
Fax: (313) 337-3209

Ultimate Tooling, INC.         Trade Vendor           US$383,575
2943 South Wilson Ct.
Walker, MI 49525
Tel: (616) 791-6740
Fax: (616) 791-6750

Olympic Steel Lafayette        Trade Vendor           US$292,531
3600 N. Military Street
Detroit, MI 48210
Tel: (313) 584-6888,
     (313) 894-4552
Fax: (313) 894-7930

Hascall Steel Co. cor 4165     Trade Vendor           US$291,098
4165 Spartan Ind Dr. S.W.
Grandville, MI 49418
Tel: (616) 531-8600
Fax: (616) 531-7555

EFC International, Inc.        Trade Vendor           US$254,566
1940 Craigshire Blvd.
St. Louis, MO 63146
Tel: (314) 434-2888
Fax: (630) 539-7070

Bend All Automotive, Inc.      Trade Vendor           US$251,628
575 Waydom Dr.
Ayr, ON NOB 1E0 Canada
Tel: (519) 623-2002
Fax: (519) 623-1489

Jemison Demsey Metal           Trade Vendor           US$239,345

Metals USA-Flat Rolled-SP      Trade Vendor           US$233,216

Jackson Tube Service, Inc.     Trade Vendor           US$230,667

Metal-matic, Inc.              Trade Vendor           US$218,104

First National Bank of Waverly Debt                   US$217,612
and Oak Hill Financial
Services, Inc.

Pro Weld, Inc.

Steel Technologies             Trade Vendor           US$209,510

Tomson Steel Co., Corp.        Trade Vendor           US$198,045

Sika Corp.                     Trade Vendor           US$187,985

Marubeni-Itochu Steel Ame.     Trade Vendor           US$183,715

Worthington Steel Co.          Trade Vendor           US$177,802

Grenada Stamping/Assembly      Trade Vendor           US$174,068

Decker Manufacturing, Inc.     Trade Vendor           US$174,007

Pintura Estampado y Monta      Trade Vendor           US$170,747
Carretera Celaya-Salamanca

E&E Manufacturing Co. Inc.     Trade Vendor           US$168,491

B&J Specialty, Inc.            Trade Vendor           US$167,612

Delphi Thermal & Interor       Trade Vendor           US$162,043

Airgas Great Lakes             Trade Vendor           US$160,204

CHS Automation                 Trade Vendor           US$146,820

Parthenon Metal Works, Inc.    Trade Vendor           US$144,547

Mid South Wire Co.             Trade Vendor           US$142,239

Art Technologies               Trade Vendor           US$138,644


CHRYSLER LLC: Aims to Reduce Supplier Cost, Not Profits
-------------------------------------------------------
Chrysler LLC's Executive Vice President and Chief Procurement
Officer, John Campi, unveiled a plan to reduce Chrysler's
production component costs by 25% over the next three years.

However, Mr. Campi is not solely focused on the supplier's
price, instead he has set his sites on taking cost out of the
entire supply chain, which includes costs Chrysler has within
its operations and are part of the supply chain.

To that end, the collaborative cost-savings initiative, which he
outlined at an Original Equipment Suppliers Association Town
Hall on May 15, 2008, in Troy, Michigan, calls for Chrysler to
stabilize its production schedule; reduce engineering change
notices and reduce component proliferation.  Mr. Campi explained
that these initiatives would help improve the cost structure of
both Chrysler and its suppliers; generate cost-savings that
would be shared equally (reducing the price Chrysler pays for
components) -- and perhaps most importantly, without impacting
the supplier's profits.

However, despite this welcomed news, Mr. Campi says that on more
than one occasion since he began discussing this plan, his
message has been misinterpreted.  So in response, Mr. Campi
clarifies the assumption that suppliers would be forced to
reduce their price if they failed to achieve the 25% cost
reduction.

"It is disappointing to find that the media can't seem to get
the message straight," Mr. Campi clarified.  "So, let me set the
record straight.

"Not once in any public or private discussion have I ever
suggested that suppliers would have to reduce pricing to meet
the 25% cost out challenge without our mutual objective of
protecting their profitability in dollars and percent.  Our
drive for cost reduction will only be accomplished with
collaboration between Chrysler and our supply base.  That simply
cannot happen if it is not mutually beneficial.

"This is really simple.  First, I want to take cost out of what
is incurred by us and our supplier (25% target).  Secondly, I
want to share equally with the supplier on each stepalong the
way.  Schedule stability should drive significant savings for
the supplier – potentialestimate of 8%.  So, after stable orders
can be demonstrated, our supplier would saveapproximately 8% --
giving us 4% and increasing their profits by approximately 4%.

"In summary, aprogram that suggests that we will take the
savings without having driven the cost out is doomed to failure
before launch.  That would be just another typical cost
reduction effort that puts the burden on the suppliers without
regard to the obligation we have as OEMs to find mutually
beneficial solutions. I personally refuse to play that game.  It
simply will not help the survival of this once great American
industry."

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

                            *     *     *

As reported in the Troubled Company Reporter on May 9, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Chrysler
LLC to 'B' from 'B+', with a Negative Rating Outlook.  Fitch has
also downgraded the senior secured bank facilities, including
senior secured first-lien bank loan to 'BB/RR1' from 'BB+/RR1';
and senior secured second-lien bank loan to 'CCC+/RR6' from
'BB+/RR1'.  The recovery rating on the second lien was also
downgraded from 'BB+/RR1' to 'CCC+/RR6' based on lower asset
value assumptions and associated recoveries in the event of a
stress scenario.


CONTINENTAL AIRLINES: Moody's Affirms B2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family
Rating of Continental Airlines, Inc. as well as the ratings of
its outstanding corporate debt instruments and selected classes
of Continental's Enhanced Equipment Trust Certificates.  The
Speculative Grade Liquidity rating was lowered to SGL-3 from
SGL-2. The outlook has been changed to negative from stable.

Continental's ratings reflect its status as the fifth-largest
airline in the world measured by revenue passenger miles, with a
substantial international network reach that includes scheduled
passenger service throughout the Americas, and into Europe, the
Middle East and Asia.  The company has well established
positions at its key hubs and has maintained a strong brand
image that has enabled it to sustain favorable yield trends in
key markets.  This has been critical to supporting earnings as
Continental does have a slightly higher cost structure than
certain peers that reorganized under bankruptcy protection
during the last several years.  Continental relatively young
fleet of mainline aircraft, many of which have been fitted with
winglets to improve fuel efficiency, is an important competitive
advantage in the current environment of high fuel costs.  
Nevertheless, the rapid run up in fuel costs, which constitute
the greatest single component of the company's cost structure,
is likely to adversely impact operating performance going
forward.

The negative outlook reflects Moody's expectation of
deterioration in Continental key credit metrics, such as
interest coverage and leverage during 2008, due primarily to
high fuel costs and a weakening economic environment.  Despite
continued strong load factors, competitive pressures are likely
to challenge Continental's efforts to implement fare increases
and fuel surcharges to offset the increase in fuel costs.  
Consequently, unless fuel cost pressures abate, earnings are
likely to deteriorate well beyond the results seen during the
first quarter of 2008, and the company could see negative
operating cash flows begin to erode its cash liquidity.

In lowering the Speculative Grade Liquidity rating to SGL-3,
Moody's noted that Continental should maintain an adequate
liquidity profile during the next 12 months despite the
expectation that cash losses from operations will represent an
increasing use of funds. The company faces other meaningful
calls on its cash---capital expenditures are expected to be
approximately US$468 million (including approximately $147
million in fleet related capital expenditures), debt maturities
should approximate US$539 million, and pension contributions are
approximately US$164 million in 2008.  Importantly, Continental
maintains available cash liquidity that will provide flexibility
in meeting its funding needs in the coming months.  At March 31,
2008 Continental reported US$2.5 billion of unrestricted cash
and short term investments.  While Continental does not maintain
an available bank credit facility, it is subject to certain
covenants under its credit card processing agreement with
certain banks.  While the company has remained in compliance
with those covenants, sustained erosion of earnings and cash
flow could erode the cushion in complying with these covenants.

Continental's rating could be lowered if cash declines to less
than US$2.0 billion, or if the company has sustained operating
losses or if the risk of breaching any financial covenants
increases meaningfully.

Continental's rating outlook could be stabilized with sustained
increases to revenues or reduced non-fuel costs, or a sustained
decline in fuel costs that increases cash from operations and
requires less meaningful draws on cash reserves to satisfy
maturing debt and capital spending requirements.

Downgrades:

  Issuer: Continental Airlines, Inc.

  * Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
    SGL-2

Outlook Actions:

  Issuer: Continental Airlines Finance Trust II

  * Outlook, Changed To Negative From Stable

  Issuer: Continental Airlines, Inc.

  * Outlook, Changed To Negative From Stable

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


COTT CORP: Moody's Cuts Corporate Family Rating to B2
-----------------------------------------------------
Moody's Investors Service downgraded the CFR rating of Cott
Corporation to B2 from B1.  The outlook is stable.

This concludes the review for downgrade initiated on
Feb. 28, 2008.  At the same time Moody's assigned a speculative
grade liquidity rating of SGL-3 reflecting the company's
adequate liquidity following the closing of its new US$250
million ABL facility.

These ratings were lowered:

Cott Corporation:

   -- Corporate Family rating to B2 from B1
   -- Probability of Default Rating to B2 from B1

Cott Beverages, Inc.:

   -- US$275 million 8% senior sub notes due 2011 to B3, LGD 5;
      72% from B2, LGD 5; 74%

This rating was assigned:

   -- Cott Corporation: SGL-3

The downgrade resulted from continued deterioration in the
company's financial metrics as a result of:

   (i) a weak carbonated soft drink  market in North America due
       to the ongoing consumer shift away from CSDs;

  (ii) increased operating expenses;

(iii) the pressure on margins due to high input costs including
       PET, high fructose corn syrup and aluminum; and

  (iv) delays in recognizing financial benefits from  
       restructuring initiatives and product innovation.

Moody's had previously stated that deterioration in operating
performance that resulted in interest coverage of less than 1
times or Debt to EBITDA above 4.5 times, both per Moody's FM,
could lead to a downgrade.  As of March 31, 2008 Cott's EBITA to
interest had fallen to 0.5 times and its leverage had risen to
over 5 times (according to Moody's FM).

Cott's ratings have been pressured by adverse effects on
revenues and margins of increased distribution and manufacturing
costs, the weak CSD market in North America and continued
intense competition from better capitalized competitors, as well
as challenges with one of the aseptic lines in the UK, which
resulted in a voluntary recall.  In addition to the above, the
company faces other business challenges such as, historically
high input costs, ongoing transition in the company's
leadership, material weaknesses in financial reporting and the
cutback of shelf space for some of the company's products at
WalMart.

To mitigate these pressures, Cott initiated a restructuring plan
in 2005 to reduce its operating costs.  There have also been
significant senior level management changes.  In late 2007 the
company implemented price increases to offset the rise in
commodity costs which should reap benefits in 2008, and is
working on new product launches through new distribution
channels to meet ongoing customer demand for product innovation
and to improve margins.  However, these initiatives have so far
failed to produce results in the form of improvement in
operating performance, cash flow, and credit metrics.  Gross
margin has fallen from 19.5% in 2004 to 11.7% through LTM March
2008.  The company has failed to turn around performance thus
far and is performing at or below the lower end of Moody's
earlier expectations.

At the same time, the B2 corporate family rating and SGL-3
recognize Cott's strong position in the retailer-brands market
and its recently improved liquidity following the closing of its
new US$250 million ABL facility.  Moody's expects the company to
retain considerable availability under this new asset backed
facility even at times of peak seasonal borrowing needs.

The stable outlook reflects Moody's expectation that performance
will begin to stabilize now that a number of input costs have
been locked in, pricing increases have been implemented and new
distribution initiatives have been launched.

Headquartered in Toronto, Ontario, Cott Corporation (NYSE:
COT)(TSX: BCB) -- http://www.cott.com/-- is a non-alcoholic   
beverage company and a retailer brand soft drink company.  The
company commercializes its business in over 60 countries
worldwide, with its principal markets being the United States,
Canada, the United Kingdom and Mexico.  Cott markets or supplies
over 200 retailer and licensed brands, and company-owned brands
including Cott, RC, Vintage, Vess and So Clear.  Its products
include carbonated soft drinks, sparkling and flavored waters,
energy drinks, sports drinks, juices, juice drinks and
smoothies, ready-to-drink teas, and other non-carbonated
beverages.  Sales for the LTM period ended were US$1.7 billion.


ENERSYS INC: S&P Rates Proposed US$150 Million Notes at BB
----------------------------------------------------------
Standard & Poor's Ratings Services assigned EnerSys' proposed
US$150 million senior unsecured convertible notes due 2038 a
'BB' issue-level rating (the same level as the corporate credit
rating on the company) with a recovery rating of '4', indicating
an expectation for average (30%-50%) recovery in the event of a
payment default.

At the same time, S&P assigned EnerSys' proposed US$375 million
senior secured credit facilities a 'BBB-' bank loan rating (two
notches above the corporate credit rating) with a recovery
rating of '1', indicating an expectation for very high (90%-
100%) recovery in the event of a payment default.  The Reading,
Pa.-based battery provider will use the proceeds principally to
refinance existing bank debt.  All other ratings, including the
'BB' corporate credit rating, were affirmed. The outlook is
stable.

"The ratings on EnerSys reflect the company's aggressive
financial risk profile, the industrial battery market's cyclical
and competitive nature, and EnerSys' exposure to volatile lead
costs, which are pressuring margins," said Standard & Poor's
credit analyst Gregoire Buet.  "Partially offsetting these
risk factors are the company's leading share in the industrial
battery market, the fair proportion of sales it derives from
stable aftermarket revenues, its good geographic and customer
diversity, its recognized brand names, and its track record in
mitigating raw material cost increases through higher prices."

S&P expects EnerSys to mitigate margin pressure through pricing
and cost-saving actions, and to pursue a disciplined financial
policy.  The company's business risk profile and the challenging
industry conditions limit rating upside.  S&P could lower the
rating if operating performance deteriorates, if headroom over
covenants becomes limited, or if the company adopts financial
policies that are more aggressive than we currently expect.

Headquartered in Reading, Pennsylvania, EnerSys Inc. (NYSE: ENS)
-- http://www.enersys.com/-- manufactures industrial battery
through 21 manufacturing and assembly facilities worldwide.  The
company provides expertise in designing, building, installing
and maintaining a comprehensive stored energy solution for
industrial applications throughout the world.  The company's
products and services are focused on two primary markets: Motive
Power (North & South America) or (Europe) and Reserve Power
(Worldwide), (Aerospace & Defense) or (Speciality Batteries).  
The company's facilities are located at China, France, Mexico,
Germany, and the United Kingdom, among others.


ENERSYS: Moody's Rates Proposed Sr. Convertible Notes at B2
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of EnerSys -
corporate family rating at Ba3 and probability of default at
Ba3. Moody's also assigned a Ba1 rating to the company's
proposed senior secured credit facility, and a B2 rating to the
proposed senior unsecured convertible notes. As a result of
EnerSys debt being rated, the Ba3 corporate family rating will
now be assigned to EnerSys, the senior-most entity with rated
debt in the corporate structure. EnerSys Capital Inc.'s existing
rating of Ba2 for its senior secured bank credit facility was
not affected by these rating actions and will be withdrawn once
the new senior secured credit facility closes. In a related
rating action Moody's changed EnerSys' outlook to positive
reflecting strong operating performance and solid debt coverage
metrics.

EnerSys' Ba3 corporate family rating reflects the company's
leading market position in industrial batteries in addition to
its geographic breadth and customer diversity. The company's
proprietary thin plate pure lead technology and other
proprietary technology are expected to contribute to the
company's continued growth. For LTM December 2007, EnerSys' key
credit metrics were as follows: Debt/EBITDA at 3.5x;
EBITA/interest expense near 2.8x; and, funds from
operations/debt of 21% (all ratios adjusted per Moody's
methodology). Tempering these strengths is the company's
dependence on key end markets including industrial forklifts and
telecommunications. Furthermore, the historical cyclicality of
capital spending in its end markets and the company's current
negative free cash flow constrain the corporate family rating as
well. Free cash flow/debt was negative 6.1% for the last twelve
months through December 30, 2007. The negative free cash is
driven primarily by working capital usage, reflecting the
company's sales growth. Also, the company is exposed to
commodity price volatility especially lead, which comprised
approximately 33% of the company's cost of goods sold for the
first nine months of FY07 and resulted in cost of sales
increasing by US$147 million during the same time period.

The positive outlook reflects Moody's expectation that EnerSys'
debt protection measures will continue to improve over the next
twelve to eighteen months as the company benefits from the
robust demand in its end markets. Additionally, Moody's believes
that the company will improve its internal operating
efficiencies and reduce its working capital spend, which should
translate into robust free cash flow during the company's 2009
fiscal year. Free cash flow is expected to be used for debt
reduction. EnerSys' financial flexibility is also being enhanced
as it is diversifying its funding sources away from an all bank
capital structure with a combination of bank debt and
convertible notes.

The ratings for the proposed senior secured credit facility and
senior unsecured convertible notes reflect the overall
probability of default of the company, to which Moody's assigns
a PDR of Ba3. The Ba1 rating assigned to the US$375 million
senior secured credit facility (rated two notches above the
corporate family rating) benefits from a priority of payment
over the convertible notes in a liquidation scenario. The B2
rating assigned to the proposed US$150 million senior unsecured
convertible notes (rated two notches below the corporate family
rating) reflects its junior priority of payment relative to the
senior secured credit facility.

These ratings/assessments were affected by this action:

EnerSys:

   -- Corporate family rating at Ba3;

   -- Probability of default rating at Ba3;

   -- US$375 million senior secured credit facility assigned at
      Ba1 (LGD2, 27%); and,

   -- US$150 million senior unsecured convertible notes due 2038
      assigned at B2 (LGD6, 92%).

EnerSys Capital Inc.

   -- US$453.2 million senior secured bank credit facility
      affirmed Ba2 LGD2 (21%).

Headquartered in Reading, Pennsylvania, EnerSys Inc. (NYSE: ENS)
-- http://www.enersys.com/-- manufactures industrial battery
through 21 manufacturing and assembly facilities worldwide.  The
company provides expertise in designing, building, installing
and maintaining a comprehensive stored energy solution for
industrial applications throughout the world.  The company's
products and services are focused on two primary markets: Motive
Power (North & South America) or (Europe) and Reserve Power
(Worldwide), (Aerospace & Defense) or (Speciality Batteries).  
The company's facilities are located at China, France, Mexico,
Germany, and the United Kingdom, among others.


LEAR CORP: S&P Ratings Still on CreditWatch Pending Union Vote
--------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on General
Motors Corp. (GM), American Axle & Manufacturing Holdings Inc.
(Axle), Lear Corp., and Tenneco Inc. remain on CreditWatch with
negative implications, pending the outcome of a vote on the
tentative labor agreement between the United Auto Workers (UAW)
and Axle, and its review of the four companies' financial
profiles.  The ratings on all four companies were placed on
CreditWatch negative on March 17, sparked by a work stoppage at
many of Axle's UAW-represented plants in New York and Ohio.  
Axle and the UAW announced the tentative agreement on a new
labor contract, but did not disclose details.

Local unions were scheduled to vote on the agreement beginning
Monday and continuing through this week.  If ratified, the new
four-year contract will end the strike, which began Feb. 25 and
led to reduced production of light trucks by GM over the past
few months.

According to media reports, under the tentative agreement, the
UAW has accepted a lower all-in wage and benefit package
competitive with that offered by the UAW at other U.S. auto
supplier competitors of Axle.  In exchange, Axle is reportedly
offering buy-outs of up to US$140,000 to reduce headcount and
buy-downs of up to US$105,000 to ease the transition for
remaining UAW workers to the new wage level. (GM previously
announced it had agreed to fund US$200 million of the amount
needed for the wage transition and buyouts.) Axle also
reportedly will close two forging plants under the agreement.

"We intend to resolve each company's CreditWatch listing within
the next two weeks," said Standard & Poor's credit analyst
Lawrence Orlowski.  "We'll focus on the strike's direct effect
on liquidity, as well as the prospective performance of each
company for the remainder of 2008 and into 2009.  We expect to
resolve the CreditWatch listings on Lear and Tenneco first
because their first-quarter results indicate that they have been
less affected by the strike," he continued.

Based in Southfield, Michigan, Lear Corporation (NYSE:LEA) --
http://www.lear.com/-- supplies automotive interior systems,   
electrical distribution systems and related electronic products.  
The company has around 91,000 employees at 215 facilities in 35
countries.  Outside the United States, Lear has subsidiaries in
Germany, Luxembourg, Sweden, Singapore, China, India and Mexico,
among others.


MANITOWOC CO: Enodis PLC Accepts US$2.1 Billion Takeover Bid
-------------------------------------------------------------
Manitowoc Co. disclosed that Enodis PLC has accepted its offer
to acquire Enodis for GBP1.08 billion or US$2.1 billion, The
Wall Street Journals reports.

In a press statement on May 19, 2008, Manitowoc increased its
offer for Enodis in a transaction valued at approximately
US$2.4 billion, including the assumption of Enodis' net debt
which is approximately US$245 million as of March 29, 2008.

Enodis said in a statement that the new offer from Manitowoc
will be on largely the same terms as the Manitowoc's GBP948
million bid on April 14, and will include the reinstatement of a
US$50 million termination fee related to the enlarged group
obtaining antitrust clearances, WSJ relates.

In a statement, Manitowoc increased its US$2.1 billion offer
after Illinois Tool Works Inc. disclosed its higher offer on
May 8, 2008.  The increased offer provides for a cash payment of
294 pence per Enodis share.  

In addition, in advance of the closing of the transaction,
Enodis intends to pay a dividend of 2 pence per Enodis share in
lieu of an interim dividend in respect of the financial year
ending Sept. 30, 2008.

The increased offer will be implemented by way of a court-
sanctioned scheme of arrangement under the laws of the U.K. and
is expected to close in the second half of 2008.  The
transaction is subject to court approval in the U.K., the
approval of Enodis shareholders, as well as regulatory approvals
in various jurisdictions and other conditions outlined in
Manitowoc's original offer.

"After the current recommended bid for Enodis on May 8, 2008, we
reconsidered our options carefully and reaffirmed that there is
significant strategic merit in bringing these two strong
organizations together, Glen E. Tellock, Manitowoc president and
chief executive officer, said.  Our statement highlights that we
are determined to bring to bear the many benefits we believe a
combination will deliver."

"Our increased offer is at a 5.0% premium to ITW's offer and a
63.7% premium to Enodis' average closing price for the 12 months
ending April 8, 2008, Mr. Tellock added.  As such, we believe
strongly that our revised offer represents superior value for
Enodis' shareholders.  At the same time our revised offer still
meets our financial objectives of being EPS accretive in two
years and EVA positive in three years."

"After our initial offer, Manitowoc is proceeding expeditiously
with its regulatory filings," Michael Kachmer, president of
Manitowoc Foodservice, said.  "As required, we have offered to
divest select ice assets in the United States, and we will
continue to comply with our obligations under the implementation
agreement. Regulatory clearances may be received in time for a
closing to take place as early as late August, but in any case
we have undertaken to achieve all clearances by October 11 as
outlined in our original offer."

Manitowoc believes that the successful integration of the two
businesses will result in improved growth prospects and the
opportunity to deliver significant synergies. Historical
revenues for the combined companies for the most recently
completed respective financial years exceeded $5.6 billion.

The transaction is subject to certain closing conditions,
including the approval of Enodis shareholders, regulatory
approvals in various jurisdictions and other customary closing
conditions for a U.K. scheme of arrangement. Regulatory
clearances may be received in time for closing to take place as
early as late August, but in any case we have undertaken to take
the necessary steps to obtain these approvals by October 11,
2008.

WSJ notes that on May 19, Enodis shares closed up 2.3% at
305 pence, and was up 0.2% in early morning trading in London,
indicating that shareholders aren't convinced Manitowoc's offer
will be the final price paid for the company.

According to WSJ, ITW, of Glenview, Illinois was considering its
position.

JPMorgan Cazenove is acting as financial adviser to Manitowoc,
and Rothschild is advising Enodis.

                         About Enodis plc
  
Headquartered in London, Enodis plc (LON:ENO) --
http://www.enodis.com/-- is engaged in the manufacture and sale  
of commercial food equipment through its Global Foodservice
Equipment and Food Retail Equipment groups.  The Global
Foodservice Equipment businesses  provide primary cooking,
ovens, storage, preparation and holding, ice and beverage
equipment to restaurants and other customers worldwide.  The
Food Retail Equipment operations provide walk-in cold storage
and refrigeration display cases to supermarkets and convenience
stores in North America.  Its subsidiaries include Castel MAC
S.p.A., Cleveland Range L.L.C, Cleveland Range Ltd., Enodis
Corporation and Fabristeel (M) Sdn Bhd.

                About The Manitowoc Company Inc.

Headquartered in Maniwotoc, Wisconsin, The Manitowoc Company
Inc. (NYSE: MTW) -- http://www.manitowoc.com/-- provides  
lifting equipment for the global construction industry,
including lattice-boom cranes, tower cranes, mobile telescopic
cranes, and boom trucks.  As a leading manufacturer of ice-cube
machines, ice/beverage dispensers, and commercial refrigeration
equipment, the company offers the broadest line of cold-focused
equipment in the foodservice industry.  In addition, the company
is a provider of shipbuilding, ship repair, and conversion
services for government, military, and commercial customers
throughout the maritime industry.  The company has regional
offices in Mexico and Brazil.


MANITOWOC CO: Moody's Affirms Low-B Ratings; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of The Manitowoc
Company, Inc. following the company's recent announcement that
it has increased its offer to acquire Enodis plc for
approximately US$2.4 billion.  The ratings include: corporate
family rating - Ba2; probability of default - Ba2; and, senior
unsecured notes - Ba3 (LGD4, 66%).  The rating outlook remains
stable.

Manitowoc recently announced that it has increased its offer for
Enodis in a transaction valued at approximately US$2.4 billion,
including the assumption of Enodis' net debt (approximately
US$245 million as of March 29, 2008).  Manitowoc's increased bid
follows Illinois Tool Works, Inc.'s ("ITW") offer of US$2.3
billion for Enodis. Manitowoc's original bid totaled about
US$2.1 billion including the assumption of Enodis' net debt.  
Cash for this transaction will come from a combination of
Manitowoc's existing cash balance and new debt.

Moody's is maintaining a Ba2 corporate family rating for
Manitowoc.  Over the past several years the company's financial
metrics have improved to levels that could be supportive of a
higher corporate family rating.  The company's strong operating
performance has resulted from continued favorable global
infrastructure construction end markets, the main driver for
Manitowoc's crane business; domestic residential construction is
a very small portion of the company's end market demand.  
Despite this favorable operating trend, Manitowoc's counteroffer
for Enodis is 5% higher than ITW's offer and could add upwards
of US$2.4 billion of additional debt.  The higher level of debt
would partially offset the improvement that has occurred in its
financial metrics.  Key credit metrics on a pro forma basis for
2007 will likely erode in the following manner when compared to
Manitowoc's LTM March 31, 2008 actual results: EBITA margin to
below 13% from 13.9%; debt/EBITDA exceeding 3.5x from 0.9x; and
EBIT/interest expense below 3.5x from 13.1x (all ratios adjusted
per Moody's methodology).  Moody's notes that the pro forma
credit metrics should improve by 2009 as Manitowoc continues to
benefit from its healthy backlog of crane orders, growth in
international restaurant equipment sales and potential synergy
savings associated with the transaction.  Moody's expects free
cash flow will be used to reduce acquisition debt, which should
help to restore Manitowoc's credit metrics over time.

Constraining Manitowoc's corporate family rating is the
significant integration risk associated with such a large
acquisition.  Also, the company must contend with potential
anti-trust issues, commodity price and foreign exchange
volatility, cyclicality of the construction end markets, and a
softening of the domestic restaurant industry.  Although the pro
forma credit metrics reflecting Manitowoc's current bid would
position the company solidly within the Ba2 rating category,
Moody's recognizes the risk that the company could increase its
offer, and the associated level of leverage, in response to a
higher counteroffer by ITW.  Should circumstances result in
Manitowoc making such an offer, Moody's would reassess the
likely impact on the company's near- and intermediate-term
financial profile and credit metrics.

While affirming the corporate family rating and probability of
default ratings, Moody's noted that under its Loss Given Default
methodology the structure of any new debt incurred to finance
the acquisition could still have an impact on the rating of
Manitowoc's existing US$150 million senior unsecured notes due
2013.  If the company's proposed capital structure following the
acquisition contains a significant amount of secured debt, the
lower relative priority of the unsecured notes in the capital
structure could result in a downgrade of the rating on that
specific debt instrument.  Moody's will evaluate the ratings on
the unsecured notes once the terms and conditions of the new
debt are finalized.

The stable outlook reflects Moody's expectation that Manitowoc
will continue to follow prudent financial policies historically
embraced by management characterized by debt reduction and ample
liquidity.

Enodis is a global supplier of food and beverage equipment
supporting the restaurant, convenience store, supermarkets and
institutional end markets.  Sales totaled about US$1.6 billion
(equivalent) for FY07 ended September 29, 2007.

The Manitowoc Company, Inc., based in Manitowoc, Wisconsin, is a
global manufacturer with operations in over 20 countries. The
company provides a diverse array of capital goods and equipment
within its three core business segments -- cranes and related
products, foodservice equipment, and marine operations.

Headquartered in Maniwotoc, Wisconsin, The Manitowoc Company
Inc. (NYSE: MTW) -- http://www.manitowoc.com/-- provides  
lifting equipment for the global construction industry,
including lattice-boom cranes, tower cranes, mobile telescopic
cranes, and boom trucks.  As a leading manufacturer of ice-cube
machines, ice/beverage dispensers, and commercial refrigeration
equipment, the company offers the broadest line of cold-focused
equipment in the foodservice industry.  In addition, the company
is a provider of shipbuilding, ship repair, and conversion
services for government, military, and commercial customers
throughout the maritime industry.  The company has regional
offices in Mexico and Brazil.  Revenues for the twelve months
ended March 31, 2008 totaled about US$4.2 billion.


MOVIE GALLERY: Emerges From Chapter 11 Protection
-------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates successfully
emerged from Chapter 11 bankruptcy protection on May 20, 2008.  
The company officially concluded its Chapter 11 restructuring
after meeting all statutory requirements for its Second Amended
Plan of Reorganization.

Movie Gallery also closed its US$100 million exit financing
facility.

The Debtors' Plan was confirmed by the United States Bankruptcy
Court for the Eastern District of Virginia, Richmond Division on
April 9, 2008.

"This is a great day for Movie Gallery and all of our customers,
employees and business partners," said Joe Malugen, Chairman,
President and Chief Executive Officer of Movie Gallery.  

"Through this restructuring we have effectively addressed our
financial and operational challenges and laid a strong
foundation for the future success of Movie Gallery.  The Company
now has a stronger balance sheet, cash to fund operations and a
streamlined store portfolio that will allow us to compete
successfully in our industry.  The rapid and successful
restructuring of Movie Gallery is a testament to our outstanding
partners and associates, and we appreciate their hard work and
dedication throughout this process," Mr. Maligen added.

Movie Gallery's new seven-member Board of Directors includes:

   -- Bob Fiorella
   -- Mark Holliday
   -- Joe Malugen
   -- Thomas B. McGrath
   -- Steven D. Scheiwe
   -- Richard L. Shorten, Jr.
   -- Neil Subin - Chairman of the Board of Directors

Effective May 20, Movie Gallery's existing shares of common
stock, its 11% senior notes and 9.625% senior subordinated notes
have been cancelled.  Under the Plan, Movie Gallery is issuing
new common stock and new warrants, which will be distributed to
certain classes of unsecured creditors in accordance with the
Plan.  Current shareholders are not eligible to receive
distributions of new common stock or any other distributions.

                Movie Gallery Board of Directors

Bob Fiorella is currently an Independent Consultant working out
of Hermosa Beach, CA. Mr. Fiorella provides business
development, planning, marketing, and financial advice to small
to medium-sized companies in the media, entertainment, and
consumer sectors.  Prior to becoming a consultant, Mr. Fiorella
spent 16 years working in finance for major media and
entertainment corporations, including 20th Century Fox Domestic
Home Entertainment, Universal Studios Inc., and The Walt Disney
Company.  Most recently, Mr. Fiorella served as Sr. Vice
President of Finance at 20th Century Fox Domestic Home
Entertainment.  Mr. Fiorella received a Bachelors degree in
Economics from Cornell University and an MBA from Anderson
Graduate School of Management at UCLA.

Mark Holliday is currently a Partner and Portfolio Manager at
Camden Asset Management LP.  Mr. Holliday focuses on distressed
and bankruptcy related special situations, and has served on
numerous ad-hoc and official creditor and equity committees.
Additionally, Mr. Holliday has post-reorganization board related
experience with Teletrac, Inc., Assisted Living Concepts, Inc.,
and Reptron Electronics, Inc., as well as the post-confirmation
Mirant Corp. litigation trust.  Mr. Holliday received a
Bachelors degree in Economics from Northwestern University in
1990.

Joe Malugen co-founded Movie Gallery in 1985 and served as
Chairman of the Board and Chief Executive Officer until May
2008.  Mr. Malugen was appointed President effective January 4,
2002.  Prior to Movie Gallery's initial public offering in
August 1994, Mr. Malugen had been a practicing attorney in the
states of Alabama and Missouri since 1978, but spent a majority
of his time managing the operations of Movie Gallery beginning
in early 1992.  Mr. Malugen received a B.S. degree in Business
Administration from the University of Missouri-Columbia, his
J.D. from Cumberland School of Law, Samford University and his
LL.M. (in Taxation) from New York University School of Law.

Thomas B. McGrath is currently a Senior Managing Director of
Crossroads Media, a private equity backed acquisition vehicle he
founded in 2005.  In addition to founding Crossroads Media, Mr.
McGrath is currently the co-chairman of Screen Capital
International, a firm specializing in structuring and placing
financing transactions for the motion picture business. Mr.
McGrath came to these activities after ten years at the head of
the Viacom Entertainment Group, which included Paramount
Pictures, Paramount Television, Paramount Enterprises and
associated companies.  Mr. McGrath is a board member of
CineWorld UK, Timeplay and V-Media and a special advisor to
Thomson Electronics.  Mr. McGrath received a B.A., cum laude,
from Harvard University and an MBA from Harvard Business School.

Steven D. Scheiwe is currently the President of Ontrac Advisors,
Inc., where he provides analysis and management services to
private equity groups, privately held companies and funds
managing distressed corporate debt issues.  Previously, Mr.
Scheiwe was the Chief Executive Officer of Teletrac, Inc., after
serving as General Counsel & Secretary.  Mr. Scheiwe was also
General Counsel & Secretary of Premiere Page, Inc. Mr. Scheiwe
currently serves on the boards of Zemex Minerals Holdings, Inc.,
FiberTower Corporation, Footstar, Inc., American Restaurant
Group, Inc. and Friedman's, Inc.  Mr. Scheiwe received a
Bachelors degree from the University of Colorado and a J.D. from
the Washburn University School of Law.

Richard L. Shorten is the founder and principal and currently
serves as a Managing Member of Silvermine Capital Resources,
LLC, a consultancy and merchant banking boutique that negotiates
and syndicates numerous investment/restructuring transactions in
partnership with various small/medium sized hedge funds.
Previously, Mr. Shorten was an Executive Vice President and
Director at Graphnet, Inc. and a Senior Vice President at
Viatel, Inc. and Destia Communications, Inc.  From 1992 to 1997,
Mr. Shorten was a Corporate Associate at Cravath, Swaine and
Moore.  Mr. Shorten currently serves on the boards of AboveNet
Corporation, Infinia Corporation, and Enterprise Informatics,
Inc.  Mr. Shorten has also served as a director of Mpower
Communications Corp. and Fibertower Corporation.  Mr. Shorten
received a Bachelors degree in Economics from Colgate University
and a J.D. from Rutgers Law School.

Neil Subin is a Managing Director of Trendex Capital Management,
an Investment Advisor to and General Partner of private
investment funds focusing primarily on distressed and troubled
companies.  Mr. Subin currently is a member of the Board of
Directors of 360 Networks Corporation, Fibertower Corp., The
Leap Wireless International, Inc. Liquidating Trust, Federal-
Mogul Corporation and Metricom, Inc.  In addition, Mr. Subin has
been actively involved in the formation of, and has served on,
official and ad hoc committees of debt and equity security
holders in the restructuring of dozens of companies.  Mr. Subin
received a Bachelor of Arts degree from Brooklyn College.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment  
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.  
The company has operations in Mexico.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.  
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The Court confirmed the Debtors' Second Amended Chapter 11 Plan
of Reorganization on April 9, 2008.  (Movie Gallery Bankruptcy
News Issue No. 27; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Wants to Assume Inventec License Agreement
---------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Eastern District of Virginia
to assume and assign a definitive manufacturing, distribution,
and license agreement between M.G. Digital, LLC, and Inventec
Multimedia & Telecom, to Dar Capital Limited, in connection with
the proposed sale of substantially all of the assets of
MovieBeam, Inc.

The License Agreement is contingent on the closing of the
MovieBeam asset sale, Kimberly A. Pierro, Esq., at Kirkland &
Ellis LLP, in New York, says.  

The License Agreement, among other things, appoints Inventec as
the exclusive distributor for the sale, distribution and
delivery of products associated with the MovieBeam service in
certain Asian territories.

The valuable proceeds from the closing of the transaction under
the proposed Purchase Agreement is a legitimate business reason
for the assumption and assignment of the License Agreement, Ms.
Pierro, says.  The assignment of the License Agreement will
allow Inventec to be the exclusive distributor for MovieBeam
products with respect to Dar's future operation, she adds.

The Debtors believe that there are no defaults under the License
Agreement.  Moreover, Inventec has not any filed any proofs of
claim with respect to the Agreement, Ms. Pierro notes.

If the transaction under the Purchase Agreement is not closed,
neither the Debtors nor Dar Capital will realize any value from
the assumption and assignment of the Lease Agreement, Ms. Pierro
tells the Court.

A full-text copy of the License Agreement is available for free
at http://researcharchives.com/t/s?2c21

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment  
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.  
The company has operations in Mexico.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.  
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The Court confirmed the Debtors' Second Amended Chapter 11 Plan
of Reorganization on April 9, 2008.  (Movie Gallery Bankruptcy
News Issue No. 27; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Wants to Sell MovieBeam Assets to Dar Capital
------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to approve
a purchase agreement between its affiliate M.G. Digital LLC and
Dar Capital, regarding the sale of the Debtors' MovieBeam
franchise.

In early 2007, the Debtors acquired substantially all of the
assets, technology, network operations, and customers of
MovieBeam, Inc., which sold "set-top boxes" to consumers and
broadcasted movies for viewing on an on-demand basis.

On Dec. 15, 2007, the Debtors discontinued MovieBeam's
operations nationwide, resulting to:

   i) the termination of all MovieBeam customer accounts and
      credited customers;

  ii) the sale to a third party of certain de minimis assets
      related to MovieBeam; and

iii) the rejection of certain executory contracts connected
      with the MovieBeam service to avoid further expenses.

Prior to discontinuing the MovieBeam service, the Debtors
commenced a marketing campaign to locate a purchaser for the
remaining MovieBeam assets.  Through these marketing efforts,
the Debtors received interest from 14 different parties.  After
careful consideration of various available alternatives, the
Debtors concluded that they would be able to maximize the value
of their estates by selling substantially all of the remaining
MovieBeam assets to Dar Capital Limited.

Pursuant to the terms of a purchase agreement, M.G. Digital,
LLC, will sell, among other things, tangible assets and all of
M.G. Digital's ownership rights to and interest in the
intellectual property used solely in connection with the
MovieBeam service, to Dar Capital for US$2,250,000.  Dar Capital
has deposited US$250,000 with an escrow agent.

A full-text copy of the Purchase Agreement is available for free
at http://researcharchives.com/t/s?2c20

Despite the Debtors' fulsome marketing process associated with
the Purchased Assets, they have been able to garner bids from
only one party -- Dar Capital, Michael A. Condyles, Esq., at
Kirkland & Ellis, LLP, in Richmond, Virginia, tells Judge Tice,
therefore, the Sale of the remaining MovieBeam assets warrants
approval without requiring a separate auction process.

Mr. Condyles maintains that the proposed Sale allows the Debtors
to monetize assets that are unnecessary to their core business
operations, and will maximize the value of the assets for the
benefit of the Debtors, their estates and their creditors.  He
discloses that the Debtors have provided adequate and reasonable
notice of the proposed Sale to all parties-in-interest.  He
assures the Court that Dar Capital is not an affiliate or
subsidiary of the Debtors and should be entitled to the
protection offered to "good-faith" purchasers with respect to
the Purchase Agreement within the meaning of Section 363(m) of
the Bankruptcy Code.

The Debtors propose that any security interests in the Purchased
Assets immediately attach to the net proceeds of the sale, in
compliance with the requirement of Section 363(f).

                        Dotcast Objects

The Court has approved a settlement between the Debtors and
Dotcast, Inc., regarding their dispute relating to Dotcast's
contention that it was a valid assignee of certain rights under
a certain license agreement.  The Debtors determined that the
License Agreement does not represent a source of potential value
for their creditors and future operations; hence, the parties
agreed to reject the Agreement.

The settlement also resolved a civil action filed by Dotcast
against the Debtors for alleged infringement of U.S. Patent No.
6,433,835, through selling, offering for sale, and importing a
video distribution service known as MovieBeam (TM).

Dotcast contends that the Sale Motion violates the Settlement
Agreement because the Debtors:

   * failed to comply with the required 14-day service of notice
     to Dotcast and the required consent was sought on the day
     prior to the Sale Motion hearing;

   * did not clearly indicate whether the spreadsheets in the
     Schedule of Assets are all of the Sale items; and

   * have not disclosed the purpose of the Sale and the use of
     the Assets.

Mark D. Taylor, Esq., at Kilpatrick Stockton LLP, in Washington,
DC, relates that after a preliminary review of the Schedule,
Dotcast found at least 45 Assets which are Dotcast items and are
subject to the restrictions of the settlement agreement.  

According to Mr. Taylor, it appears as if Dar Capital is seeking
to establish a video distribution service, which is similar or
identical to MovieBeam, using the Assets protected by the
Settlement Agreement and Dotcast's intellectual property.

Accordingly, Dotcast asks the Court to deny the Debtors'
request, or, in the alternative, delay the Sale until the
Debtors comply with the Settlement Agreement.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment  
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.  
The company has operations in Mexico.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.  
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The Court confirmed the Debtors' Second Amended Chapter 11 Plan
of Reorganization on April 9, 2008.  (Movie Gallery Bankruptcy
News Issue No. 27; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


SMURFIT-STONE: Moody's Affirms Corporate Family Rating at B2
------------------------------------------------------------
Moody's Investors Service downgraded Smurfit-Stone Container
Enterprises, Inc.'s (SSCE) speculative grade liquidity rating to
SGL-3 from SGL-2.  All other ratings were affirmed.  SSCE is the
main operating subsidiary of Smurfit-Stone Container
Corporation, a publicly traded containerboard manufacturer.  The
SGL-3 rating indicates adequate liquidity. Moody's expects the
company to rely on external sources of committed financing as
free cash flow will likely be negative over the next four
quarters.

SSCE maintains an US$800 million senior secured bank credit
facility that is committed for a 5-year term through November
2009. At March 31, 2008, aggregate outstanding amounts were
US$436 million, with availability of approximately US$223
million after considering outstanding letters of credit.  SSCE
also maintains off-balance sheet accounts receivable
securitization facilities comprised of a US$450 million facility
that is also committed through November 2009, and a C$70 million
facility for Canadian operations.

Moody's believes the company's operating performance will
continue to be challenged by a slower US economy and high
energy, freight, fiber, and chemical costs.  As a result,
covenant compliance is also expected to be tighter over the next
four quarters.  At March 31, 2008, the actual consolidated
senior secured leverage ratio was 1.96x versus a required ratio
of 3.0x.  The interest coverage ratio was 2.8x versus a required
ratio of 2.0x.  Moody's expects the company to manage a modest
cushion under its covenant compliance with a potential need to
renegotiate covenant levels over the near term.

On March 12, 2007, the company's corporate family rating was
downgraded to B2 from B1 due to an assessment of financial
performance and debt repayment capacity that causes Moody's to
view SSCE as a company that can generate free cash flow and
repay debt only when market conditions are quite robust.  Over
the recent past, SSCE has been unable to reduce its debt load
from internally generated free cash flow.  The company's debt
reduction has been made primarily through asset sales proceeds
and business divestitures.  Even at current containerboard
pricing levels, which Moody's views as being reasonably healthy,
SSCE is unlikely to repay significant amounts of debt.  If
prices fall as demand slackens, or inflationary cost pressures
are greater than expected, or the US economy further slows, the
outlook may be revised to negative.

Ratings Downgraded:

  Issuer: Smurfit-Stone Container Enterprises, Inc.

   * Speculative grade liquidity rating downgraded to SGL-3 from
     SGL-2;

Rating Affirmed:

  Issuer: Smurfit-Stone Container Enterprises, Inc.

   * Corporate family at B2
   * Senior secured term loan B at Ba2 (LGD2, 14%)
   * Senior secured term loan C at Ba2 (LGD2, 14%)
   * Senior secured bank credit facility at Ba2 (LGD2, 14%)
   * Senior unsecured notes at B3 (LGD4, 68%)
   * Outlook is stable

  Issuer: Smurfit-Stone Container Canada, Inc.:

   * Backed senior secured term loan C at Ba2 (LGD2, 14%)
   * Outlook is stable

  Issuer: Stone Container Finance Company of Canada:

   * Backed senior unsecured at B3 (LGD4, 68%)
   * Outlook is stable

Headquartered in Chicago, Illinois, Smurfit-Stone Container
Corporation is a publicly traded holding company that operates
through a wholly-owned subsidiary company, Smurfit-Stone
Container Enterprises, Inc.  The company is an integrated
producer of containerboard and corrugated containers (paper-
based industrial packaging) and is a large collector, marketer,
and exporter of recycled fiber.  The company also produces
market pulp and kraft paper.  The company has operations in
Mexico.


XIGNUX SA: Moody's Upgrades Corp. Family Rating to Ba2 From Ba3
---------------------------------------------------------------  
Moody's Investors Service has upgraded Xignux S.A. de C.V.'s
corporate family rating to Ba2 from Ba3, while also raising the
rating of the company's 9.5% senior unsecured global bonds due
2009 to Ba3 from B1.  The upgrade reflects the company's
improved profitability and credit metrics and solid near term
performance expectations despite a relatively challenging
economic environment.  The rating outlook is stable.

These ratings were upgraded:

  -- Corporate family rating, to Ba2;

  -- US$11 million 9.5% senior unsecured global bonds due 2009,
     to Ba3.

Moody's does not rate Xignux's MXN2.2 billion (US$200 million)
of certificados bursatiles due 2014, 2017 and 2019 (Xignux 07
and 07-2).

Xignux's Ba2 corporate family rating is supported by the
company's leading positions in various sectors of the Mexican
economy, geographic diversification from sizeable export
operations and continued positive trends for consolidated
earnings and credit metrics.  Additional positives include the
ongoing cost reduction and efficiency initiatives, continued
efforts to increase the share of less cyclical, value added
contents and add new markets, as well as the strategic and
operational benefits of joint ventures with strong international
partners, General Electric and Yazaki.  These credit strengths
are partly offset by the longer term challenges the company
faces because of the intense competition in its various business
lines, the pronounced cyclicality of end markets which is only
partly offset by business diversification, and commodity cost
exposures, which can lead to volatile working capital funding
needs and requires an active use of derivative contracts for
hedging purposes.  The ratings also reflect that there is
material cash generation at joint ventures that do not guarantee
holding company debt.

With consolidated revenues of US$3.7 billion for the 12 months
ended March 31, 2008, Xignux is a major corporate player in
Mexico.  While the company benefits from leading market
positions in Mexico and its access to the international
distribution infrastructure of joint venture partners GE and
Yazaki, competition remains intense, requiring ongoing cost
reduction and efficiency investments to defend market shares.  

The company is among the top three players in each of its
domestic businesses with several No.1 positions, and generates
over half of its revenues from hard currency exports, mostly to
the U.S, where it is a niche player in cable and wire and
automotive wire harnesses but benefits from the ties with its
joint venture partners.  In its labor intensive wire harness
operations, Xignux continues to successfully transfer production
facilities to lower cost regions in Central America in order to
remain competitive with Asia.  Key competitors include major
companies such as Grupo Carso's Condumex unit in cable and wire,
Delphi and Lear in automotive wire harnesses and major capital
goods manufacturers such as Siemens and ABB in transformers.  In
its Mexican packaged food business, Xignux mainly competes with
market leader Sigma.

Despite Xignux's diversified business profile, Moody's believes
the potential business volatility remains fairly pronounced
because of exposures to various cyclical end markets, including
the automotive, construction and power sectors.  The company
also faces some concentration with large automotive clients, as
well as state-owned electric utilities and food retailers in
Mexico.  However, these factors are partly mitigated by the
company's considerable efforts in recent years of increasing the
value added contents of its product mix and entering new
geographic markets, as well as the fairly stable packaged food
earnings stream.  In 2007, about 40% of revenues came from wire
and cable (Viakable), 27% from automotive wire harnesses, cables
and components (50:50 Xignux-Yazaki joint ventures in NAFTA
region and Mercosur), 24% from electrical transformers and
services (Prolec, including 50:50 Prolec-GE joint venture), and
9% from packaged food (Qualtia).  Xignux generates over half of
its revenues from hard currency exports while most domestic non-
food revenues are dollar-indexed.

Performance has continued to remain strong over the past year,
with improved pricing and volumes in transformers more than
offsetting the return to more normal price differentials at
Viakable and modest performance in packaged food and auto parts.
Consolidated LTM EBITDA margin reached 9.8%, up 120 basis points
from 2006, while EBITDA grew to about US$359 million, 40% above
2006.  For 2008, Moody's expects EBITDA to remain close to LTM
levels, with continued solid performance at Prolec and a return
to better margins at Qualtia offsetting weak performance at
Xignux-Yazaki.  At Prolec, Moody's expects strong performance at
power and triphase transformers to more than compensate lower
activity in distribution transformers related to the United
States residential construction market.

Earnings growth has led to continued improvement of credit
metrics throughout 2007 and the first quarter of 2008 despite a
working capital and acquisition related increase of debt in
early 2008.  On a fully consolidated basis, adjusted LTM
Debt/EBITDA was 1.5 times (1.7 times in 2006), while
EBIT/Interest came in at 5.2 times (3.7 times).  LTM free cash
flow was about US$61 million despite a US$76 million working
capital buildup due to higher copper prices.  For 2008, Moody's
expects leverage and coverage metrics to remain close to LTM
levels based on flat debt and stable earnings.  Moody's expects
negative free cash flow in 2008 because of investments in the
power transformer and packaged food business lines -- expected
total capex of US$175 million in 2008 vs. less than US$100
million seen in past years -- and higher commodity prices.  
However, this should be fully funded from cash and not require
higher debt levels.

As of March 31, 2008, reported debt was US$513 million, up 27%
from year end 2007 because of the aforementioned working capital
needs and funding of various smaller acquisitions, including the
buyout of Sara Lee's 50% stake in the Qualtia Joint Venture and
the purchase of an electrical services company in Panama
(Consulting Services) which has been consolidated under Prolec.  
Total adjusted debt was about US$558 million, including
adjustments for capitalized operating leases at 6.0 times
estimated lease expense, and labor related obligations.

Liquidity is solid although somewhat weaker than in previous
quarters because of an increase in short term debt to US$159
million in first quarter  2008 to finance aforementioned working
capital needs and acquisitions.  This short term debt is
currently largely covered by US$118 million in cash reserves and
US$131 million available under committed credit facilities, and
should be refinanced in the coming months, most likely in the
local debt capital market (certificados bursatiles).  Moody's
expects the refinancing to bring Xignux back in line with its
stated target of keeping short term debt below US$50 million.  
Liquidity has improved in recent years as committed credit lines
were contracted, free cash flow improved and the average life of
debt rose through the issuance of long-dated certificados
bursatiles.

The Ba3 rating on the 9.5% senior unsecured global bonds is one
notch below the new Ba2 corporate family rating because of
structural subordination to debt at non-guarantor subsidiaries.  
In 2007, non-guarantor subsidiaries generated about 62% of
consolidated EBITDA and held 36% of consolidated debt.  Non-
guarantor subsidiaries include the Prolec-GE and Xignux-Yazaki
Joint Venture and Qualtia.  Guarantors include the wholly owned
Viakable and Prolec, a wholly owned intermediate holding which
owns 50% of Prolec-GE.

The stable outlook is based on Moody's expectation that
currently healthy credit metrics will be supported by
conservative debt management in light of current cyclical
challenges in more exposed operations such as wire harnesses,
construction cable and distribution transformers.

Xignux S.A. de C.V., based in Monterrey, Mexico, is one of
Mexico's leading, privately held industrial conglomerates.  
Through one wholly owned operating subsidiary and three fully
consolidated 50:50 joint ventures with major international
partners, the company manufactures and distributes industrial
cable and wire, automotive wire harnesses, electrical
transformers and packaged food products.  For the twelve months
ended March 31, 2008, revenues were about US$3.7 billion.


* MEXICO: S&P Analyzes Local & Regional Gov'ts for Transparency
--------------------------------------------------------------
When Standard & Poor's Ratings Services analyzes local and
regional governments (LRGs) worldwide, fiscal transparency has
always been an important rating factor.  Among other benefits,
greater transparency is a key way for LRGs to position
themselves as reliable financial market participants to
investors, issuers, and bankers.

In the United Mexican States (BBB+/Stable/A-2 foreign currency
credit rating), analyzing LRGs' fiscal transparency has been a
persistent challenge because each LRG has had its own,
nonstandard accounting system to track revenues, commitments,
payments, arrears, liabilities, and assets.  But on May 6, 2008,
the Mexican government enacted a Constitutional reform --
approved by federal and local legislatures -- to enhance fiscal
transparency throughout the three levels of government (federal,
state, and municipal).  As a result of this legislation, local
governments must implement new mechanisms and procedures to
improve financial reporting and will face increased oversight on
their public accounts, which S&P believes will affect the LRGs'
creditworthiness favorably in the medium and long term.

                   The Effects Of The Reform

This is how S&P sees this reform affecting Mexican LRGs:

   (i) Standardization of the accounting systems at the national
       level

To ensure more transparency on public accounts, the reform
established that there should be a national standardization of
the financial information reporting, specifically on revenues,
expenditures, and balance-sheet items.  Congress now has
authority to legislate on governmental accounting as it was
included in Section 73, XXVIII, of the Mexican Constitution.  In
S&P's opinion, this change is very important to improve
transparency and consistency because it should provide a more
reliable legal basis for tracking revenues and expenditures at
state and municipal levels.

It is well known that Mexican LRGs receive a considerable amount
of federal transfers, and over the years, they've had different
ways of categorizing them.  Therefore, it is not always reliable
to compare local governments' public accounts because of their
still-nonstandard accounting systems.  The important open
question ahead is whether or not states and municipalities
nationwide are ready to move forward with the full
implementation of the approved Constitutional reform.  Although
many states already have adequate technological support to
implement the changes, there are many others that will need to
improve their systems while agreeing on new ways of financial
reporting.  So, the challenge for Mexican LRGs is the
implementation phase of standardizing their accounting systems.

  (ii) Further monitoring of federal funds transferred to states
       and municipalities

The federal institution that audits public accounts, Auditoria
Superior de la Federacion (ASF) will have to directly oversee
all federal funds transferred to states and municipalities, with
the exception of the Participaciones transfers.  The ASF could
also request and revise information on federal funds of other
years than the one being supervised.  In addition, the ASF
expects every LRG to follow an internal control and accounting
record.

It seems that now states and municipalities will have more
supervision about the execution of federal funds with the
purpose of enhancing transparency of overall expenditures at the
local level.  Some states in Mexico have already established
mechanisms that try to monitor the quality and timeliness of
operating or capital expenditures that are more necessary to
support their own well-being in the short or medium term.  
Nevertheless, this is not the general rule among Mexican LRGs
but rather the exception.

Although S&P does not give advice on how an LRG should apply its
resources, the rating agency does analyze the quality of
financial management and the level of accountability over the
resources it controls.  Having clear rules and maintaining a
good record of clean execution definitely enhance financial
management transparency.  Although internal controls of public
accounts are customary most of the time, S&P also considers
external audits a good administrative practice, particularly
when internationally well-known firms performed them.  A long
track record of external audits generally avoids accounting
inconsistencies, enhancing the trustworthiness of LRGs'
financial information.

(iii) Local legislatures will be supported by their own newly
       created entities to oversee public accounts and to ensure
       the standardization of the accounting systems nationwide

These entities are expected to have technical and operating
autonomy in the different states and the Federal District.  The
authority in charge of these local entities will be elected by
two-thirds of the local legislature members for periods
no less than seven years and will monitor the execution of
public resources without contradicting the overseeing powers of
the ASF.  Although some states have already made important
efforts to standardize their accounting system to the federal
government and to enhance fiscal transparency, there is still a
long way to go for the full synchronization nationwide.  The
creation of new local entities by themselves would not
necessarily guarantee the full standardization process
nationwide.  It seems that LRGs will need joint efforts and
coordinate step by step the implementation process to accomplish
a successful standardization of the their accounting systems
nationwide.  S&P also considers it relevant that these new
entities could define clear rules related to the formulas that
states use to distribute funds to their municipalities.

                         Challenges Ahead

Some states are certainly better prepared than others to
implement procedures for the full accountability over an
important amount of their resources and the standardization of
the accounting systems, but after a Constitutional reform, all
states have to comply with it within a year.  S&P looks
favorably on local entities actively participating in this
standardization.

The reform already established the general guidelines that local
governments should follow, but S&P believes there are some
important challenges ahead during the period in which states
will discuss the specific rules and procedures.  For example,
one of the important questions is whether Mexican entities will
follow International Financial Reporting Standards or if they
will comply with accounting standards developed in Mexico.  LRGs
must decide whether or not they are going to report consolidated
public accounts.  Also, there has not been enough discussion on
the importance of reflecting in local public accounts pension
obligations and unfunded liabilities; no LRGs currently report
this in their public accounts.  Another issue on which there has
not been consensus among public entities how their public
accounts treat the value and depreciation of property, plant,
and equipment over the years.  Also, it is relevant to take into
account the new role that the ASF should have to strengthen the
auditing process while making sure that the new accounting
standards are applied.

To conclude, S&P believes strengthening fiscal transparency
could have a positive impact on Mexican LRGs in the medium and
long term.  It could definitely improve market confidence
compared with global peers as the LRGs become more transparent
by international standards.  In general, higher-rated LRGs have
a clear legal framework that guarantees accountability and
financial reporting transparency.  Implementing a standardized
accounting system for the three levels of government is a very
important step toward fiscal transparency in Mexico.  S&P
believes Mexican states and municipalities have a historic
opportunity to prove their commitment to enhancing
accountability and fiscal transparency, positioning themselves
as reliable worldwide market players before investors, issuers,
bankers, and other participants of the global financial markets.



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

AES CORP: Won't Construct Hydroelectric Dams in Latin America
-------------------------------------------------------------
AES Corp. Latin American Operations' President Andrew Vesey said  
that the firm's expansion in Latin America won't include the
construction of hydroelectric dams due to environmental factors,
Business News Americas reports.

Mr. Vesey explained to BNamericas, "The environmental issues
associated with that are just too significant to put capital at
risk."  A hydroelectric project in Panama has been delayed 18
months due to conflicts with non-government organizations, Mr.
Vesey added.

Mr. Vesey told BNamericas that AES' expansion plans will be
concentrated on coal-fired generation, wind parks, and small,
run-of-the-river projects.  "That could change should the
situation change with natural gas, but at this moment we don't
see a clear path there," Mr. Vesey added.

Latin America's "low carbon footprint" is one of the region's
strengths, BNamericas says, citing Mr. Vesey.  "It's very
important to keep that.  That is a tremendous competitive
advantage," Mr. Vesey commented.  The region's other advantages
are:

          -- abundant talent,
          -- institutional democracy, and
          -- plentiful natural resources.

Mr. Vesey told BNamericas, "One will need to make continued
investments in coal, gas, oil, but in the right proportion and
in the right way.  How one turns this structural advantage to
his favor is very important and it will take very focused and
dedicated policy."  Latin America is being suppressed by "a
general perception of risk, incomplete liberalization measures,
a lack of market integration, and income inequality," Mr. Vesey
added.

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.



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

CLAIRE'S STORES: Uses PIK Toggles Option to Pay Interest
--------------------------------------------------------
Claire's Stores Inc. informed its investors that it intends to
pay interest on US$350 million of its bonds with additional debt
rather than cash, The Wall Street Journal reports.

WSJ notes that last year, Claire's issued some bonds with
payment-in-kind (PIK) toggles, which allowed the company to shut
off cash interest payments and issue more debt instead.

Claire's may be trying to conserve some cash as it looks to
execute its plans to expand its business abroad and increase
revenue, WSJ states according to John Lahman, a credit analyst
at KDP Investment Advisors.  

However, WSJ adds that for Standard & Poor's Ratings Service,
Claire's move was indicative of ongoing performance difficulties
at the company.

WSJ, citing Reuters Loan Pricing Corp., relates that bonds of
Claire's Stores, which traded at 98 cents on the dollar in May
2007, have dived to 58.6 cents.

                         PIK Toggle Trend

WSJ indicates that a number of companies that issued debt with
easy terms are now making use of PIK toggle option to conserve
cash.  That doesn't always mean the companies have serious
problems, but it is creating concern for investors, who fear
losing more money, WSJ states.

WSJ quoting Jamie Farnham, head of credit research at
Metropolitan West Asset Management, as saying: "Companies that
have elected to pay interest with additional debt are in cash-
preservation mode, and, fundamentally, that's not a good sign as
their financials could be deteriorating and there's not much
lenders can do."

                     About Claire's Stores

Headquartered in Pembroke Pines, Florida, Claire's Stores Inc.
(NYSE: CLE) -- http://www.clairestores.com/-- is a specialty   
retailer of value-priced jewelry and accessories for girls and
young women through its two store concepts: Claire's and Icing.  
While the latter operates only in North America, Claire's
operates internationally.  As of Dec. 1, 2007, Claire's Stores
operated 3,061 stores in the United States, Canada, Puerto Rico,
the Virgin Islands, the United Kingdom, Ireland, France,
Switzerland, Austria, Germany, Spain, Portugal, Belgium, and the
Netherlands.  Claire's Stores operates through its subsidiary,
Claire's Nippon, Co. Ltd., 202 stores in Japan as a 50:50 joint
venture with AEON, Co. Ltd.  The company also franchises 162
stores in the Middle East, Turkey, Russia, Poland, and South
Africa.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 20, 2008, Standard & Poor's Rating Services said that
Pembroke Pines, Florida-based Claire's Stores Inc.'s (B-
/Negative/--) election to pay in kind all interest due on Dec.
1, 2008, for the US$350 million 9.625%/10.375% senior toggle
notes due 2015 will not have an immediate effect on the
company's ratings or outlook.   Claire's is a specialty retailer
of value-priced jewelry and fashion accessories for preteens,
teenagers, and young adults.

TCR reported on May 6, 2008, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Claire's Stores
Inc. to 'B-' from 'B'.  At the same time, S&P lowered the
ratings on the company's US$1.65 billion senior secured credit
facilities to 'B' from 'B+', its US$600 million senior unsecured
notes to 'CCC+' from 'B-', and its US$335 million senior
subordinated notes to 'CCC' from 'CCC+'.  The outlook is
negative.


FERRELLGAS PARTNERS: Declares US$0.50 Per Unit Distribution
-----------------------------------------------------------
Ferrellgas Partners, L.P. has declared its third quarter cash
distribution of US$0.50 per partnership common unit.  The
distribution is payable June 13, 2008, to common unitholders of
record as of June 6, 2008.

The distribution covers the period from Feb. 1, 2008, to
April 30, 2008, the end of the partnership's third quarter of
fiscal 2008.  The company' annualized distribution is currently
US$2 per common unit.

Headquartered in Overland Park, Kansas, Ferrellgas Partners, LP
(NYSE: FGP) -- http://www.ferrellgas.com/-- through its  
operating partnership, Ferrellgas, LP, is a propane marketer in
the United States.  Ferrellgas serves more than 1 million
customers in all 50 states, the District of Columbia, Puerto
Rico, and Canada, and has annual sales volumes approaching 1
billion retail gallons.  Ferrellgas employees indirectly own
more than 20 million common units of the partnership through an
employee stock ownership plan.

As reported in the Troubled Company Reporter-Latin America on
Dec. 21, 2007, Standard & Poor's Ratings Services has affirmed
its 'B+' corporate credit rating on Ferrellgas Partners L.P. and
its operating limited partnership, Ferrellgas L.P. The
affirmation follows annual surveillance on the company and
incorporates S&P's expectation for strong margins and a steady
financial performance over the next year. The outlook is stable.


HOME INTERIORS: Names Robin Crossman as New CEO
-----------------------------------------------
Home Interiors & Gifts, Inc., named Robin Crossman as its new
President and Chief Executive Officer. In this role, she will
have oversight of all day-to-day operations, and she will work
with the Board of Directors to execute the strategic direction
for the company as it reorganizes under and emerges from Chapter
11 protection.

Ms. Crossman brings a 20-year track record of success in the
direct selling business as an entrepreneur and executive in a
wide range of leadership positions. Most recently, she served as
President and Co-Chief Operating Officer of SUZANNE(TM), the
direct selling company she conceived and launched with Suzanne
Somers. Prior to starting SUZANNE, Ms. Crossman spent 14 years
in management at multilevel marketing leader Amway, where she
held a number of executive positions with responsibility for
marketing, strategy, brand management and business development.
While there, she transformed the company's smallest, least
profitable brand into its largest, most profitable line, and the
first line to reach sales of over one billion dollars.

She also introduced and championed new lines in the U.S. and in
international markets, and she led multiple strategic
partnership and licensing initiatives. Previously, Ms. Crossman
also served as President and Chief Innovation Officer for
IdeaSphere Innovations. IdeaSphere purchased Twinlab out of
bankruptcy and successfully revitalized its brands, including
Twinlab, Ripped Fuel, Nature's Herbs and Alvita teas.

"Home Interiors & Gifts has a rich heritage and strong
reputation as a direct selling company, and I'm looking forward
to rolling up my sleeves and getting to work," Ms. Crossman
said. "I have deep respect for the vision and philosophy of Mary
Crowley, who started this company more than 50 years ago with a
strong faith-based culture, and I intend to lead Home Interiors
‘back to the future' in a way that will honor her legacy."

Ms. Crossman will leverage her extensive experience in building
strong brands, creating strategic alliances and cultivating a
"can do" organizational spirit as she works with the company's
nearly 100,000 Decorating Consultants and Directors across North
America and Puerto Rico.

"We are very pleased to have Robin join the team at Home
Interiors & Gifts," said Pat Daugherty, the company's Chairman
of the Board. "She is a proven visionary and leader with a
personal, enthusiastic approach that is contagious and
motivating. Robin has the perfect combination of direct selling
experience, drive, creativity and leadership skills to guide the
company both during reorganization and once we emerge from
Chapter 11."

Home Interiors & Gifts is conducting normal business operations
and is continuing to serve its customers while focusing on
returning the business to profitability in the next few months.

                      About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and      
distributes indoor and outdoor home decorative accessories.  The
company is a member of the Direct Selling Association and
markets exclusive home decoration products through its
independent decorating consultants in the United States, Puerto
Rico, Mexico and Canada.  The company and six of its affiliates
filed for Chapter 11 protection on April 29, 2008 (Bankr. N.D.
Tex. Lead Case No.08-31961).  Andrew E. Jillson, Esq., Cameron
W. Kinvig, Esq., Lynnette R. Warman, Esq., and Michael P.
Massad, Jr., Esq., at Hunton & Williams, LLP, represent the
Debtors in their restructuring efforts.  The U.S. Trustee for
Region 6 has not appointed any creditors to serve on an Official
Committee of Unsecured Creditors to date.  When the Debtors file
for protection against their creditors, they listed assets and
debts between US$100 million and US$500 million.


JETBLUE AIRWAYS: Moody's Junks Corporate Family Rating to Caa1
--------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of JetBlue Airways Corporation to Caa1 from B3, as well as the
ratings of its outstanding corporate debt instruments and
selected classes of JetBlue's Enhanced Equipment Trust
Certificates (EETC).  The rating outlook is negative.

The rating downgrade reflect the weakening financial performance
of JetBlue, which despite its historic low cost business model
has reported successive quarterly net losses and deteriorating
financial metrics.  The prospects for weakening operating
profits, driven in part by elevated fuel costs, are likely to
erode the company's liquidity profile at a time when JetBlue
faces sizeable calls on cash for scheduled aircraft deliveries
as well as upcoming debt maturities.

Although the company's efforts to slow capacity growth, are
viewed favorably in the current challenging operating
environment, profitability has declined and the company recorded
a net loss for the 4th quarter of 2007 and the 1st quarter of
2008.  The company has a fuel hedging program that is more
extensive than that of some other airlines, yet profitability
has still been adversely impacted by high fuel costs.  Moody's
notes that JetBlue's unit costs, which have historically been
meaningfully lower than other airlines, have risen. This in part
relates to the company's slower growth rate, the increased
complexity of operating a larger network with multiple aircraft
types, and the loss of maintenance holidays on some of JetBlue's
older A320 aircraft.  JetBlue has several planned initiatives to
increase ancillary revenues to improve performance, including
incremental fees for preferred seating assignments and baggage
check fees.  The company is also constraining further capacity
growth and has made plans to sell surplus aircraft. While these
actions may be helpful, the company's ability to restore
adequate levels of profitability and cash flow generation will
be challenged in the current high fuel cost environment. Debt to
EBITDA of 7.5x and EBIT to interest expense of 1.1x for the 12
months to March 31, 2008 (both using Moody's standard
adjustments) weakened from the prior year and in light of
potential for negative free cash flow are no longer consistent
with a rating in the B range.

JetBlue's liquidity is currently adequate, but in light of cash
needs for scheduled aircraft deliveries and debt maturities
could weaken over the course of the coming year.  The company
received an infusion of approximately US$300 million earlier in
2008 through an equity investment made by Deutsche Lufthansa AG
in the company.  However, the company has a portion of its funds
(approximately $313 million at March 31, 2008) invested in
auction rate securities which it may not be able to readily
monetize in the current credit market environment.  Excluding
these securities, the company's available liquidity is
approximately US$840 million.  The company faces approximately
US$620 million in planned capital expenditures, including US$150
million in non-aircraft spending, for the remainder of 2008.  
JetBlue has received committed financing for all 2008 aircraft
deliveries.  It also faces approximately US$430 million in near
term debt requirements.  The company does not have a committed
bank credit facility available for cash drawings, and thus is
not subject to compliance with any specific financial covenants.  
However, the company's credit card processing banks have the
right to increase the credit card holdback under certain
circumstances, which would increase JetBlue's cash requirements.  
A material portion of JetBlue's assets are encumbered.

The rating actions on the EETCs consider the rating downgrade of
the underlying Corporate Family rating of JetBlue, the
continuing availability of liquidity facilities to meet interest
payments for 18 months in the event of a JetBlue default, and
the asset values of specific aircraft which secure the various
EETCs.  The junior classes of any EETC are generally more
vulnerable to uncertainty in recovery as they hold a first loss
position.  Yet because of continued favorable valuation trends
for A320 aircraft, Moody's has not changed its view of relative
recovery for JetBlue's EETCs and the principal driver of the
EETC rating changes is the downgrade of JetBlue's corporate
family rating.  The ratings on the senior tranches of the Series
2004-1 and 2004-2 Pass Through Certificates reflect that they
are supported by policies issued by a Aaa rated monoline
insurance company.

The negative outlook reflects the continued business pressures
facing JetBlue, primarily due to the impact of higher fuel costs
and a weak domestic demand environment.  Despite continued
strong yield performance, competitive pressures are likely to
challenge JetBlue's efforts to implement fare increases and fuel
surcharges to offset the increase in fuel costs.  Consequently,
unless fuel costs decline, earnings are likely to deteriorate
meaningfully and the company would likely sustain negative cash
flow from operations that would erode its liquidity.

JetBlue's rating could be lowered further if it is unable to
stem operating losses, if cash and short term investments falls
below US$500 million, the company is unable to generate positive
cash flow from operations, or if the risk of credit card
processors imposing meaningful incremental holdback requirements
increases.

JetBlue's rating outlook could be stabilized with sustained
increases to revenues or reduced non-fuel costs, or if a
material decline in fuel costs increases cash from operations
and requires less meaningful draws on cash reserves or
incremental borrowing to satisfy maturing debt and capital
spending requirements.

Downgrades:

  Issuer: JetBlue Airways Corp.

  * Probability of Default Rating, Downgraded to Caa1 from B3

  * Corporate Family Rating, Downgraded to Caa1 from B3

  * Senior Secured Enhanced Equipment Trust, Downgraded to B2
    from B1

  * Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
    Caa3 from Caa2

  Issuer: New York City Industrial Development Agcy, NY

  * Senior Unsecured Revenue Bonds, Downgraded to Caa3 from Caa2

Based in Forest Hills, New York, JetBlue Airways Corporation
(Nasdaq:JBLU) --  http://www.jetblue.com/-- is a passenger
airline that provides customer service on point-to-point routes.
As of Feb. 14, 2007, JetBlue operated approximately 502 daily
flights.  The company serves 50 destinations in 21 states,
Puerto Rico, Mexico and the Caribbean.



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

PETROLEOS DE VENEZUELA: Unit Holds Purchasing Campaign This Week
----------------------------------------------------------------
The Venezuelan Food Producer and Distributor (PDVAL), an
affiliated company of Petroleos de Venezuela, S. A., will hold
the 1st National Purchasing Campaign in 19 states throughout the
country on May 20-23.  

The purpose reportedly of this activity is to begin registering
providers, producers and processors of primary products who will
be able to place their products in PDVAL's distribution chain,
thereby supporting endogenous development, strengthening the
productive sector and guaranteeing food sovereignty.

PDVAL's president, Luis Pulido, indicated that during this
campaign "domestic producers will have the opportunity to offer
products, mainly from the basic food basket, and we will receive
all offers using a fully transparent mechanism."

PDVAL's domestic purchases process will have two large phases.  
The first phase will include taking a census of producers; the
second phase will include selecting products at the time of
purchase to study their quality and hygienic specialized
equipment.  

PDVAL will set up customer service terminals in the seven
strategic operations regions: capital, north-central, north-
eastern, south-eastern, south-central, north-western and south-
western regions. In this way, PDVAL will ensure that all places
throughout the country are able to participate in this endeavor.

PDVAL is advancing the consolidation of food sovereignty and
promoting endogenous development in industrial productive
sectors related to the food realm.

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

                       *     *     *

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

Also in March 2007, Fitch Ratings gave a BB- rating to PdVSA's
Senior Unsecured debt.  

On Feb. 7, 2007, Moody's Investors Service affirmed the
company's B1 global local currency rating.


PETROLEOS DE VENEZUELA: Wants US$3.5B Loan from 2 Japanese Firms
----------------------------------------------------------------
Petroleos de Venezuela SA is taking steps to execute an accord
that will let the firm secure a US$3.5 billion loan from
Japanese firms Sumitomo Corp. and Itachu Corp., various reports
say.

Sources told Dow Jones Newswires that under the agreement, the
loan will be paid with Venezuelan crude oil.  El Universal
relates that the accord is a future sale of oil, similar to
Petroleos de Venezuela's deal with Marubeni and Mitsui in 2007.  
The payment with Venezuelan oil will be made under a dispatch
schedule.  The payment period with Venezuelan oil has yet to be
defined.  Sureties of the arrangement are the Japan Bank for
International Cooperation and a financial holding.

The loan "is intended to leverage the business plan Siembra
Petrolera (Oil Sowing)".  The El Palito and Puerto La Cruz
plants will be streamlined, El Universal states.  

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

                       *     *     *

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

Also in March 2007, Fitch Ratings gave a BB- rating to PdVSA's
Senior Unsecured debt.  

On Feb. 7, 2007, Moody's Investors Service affirmed the
company's B1 global local currency rating.



* S&P Publishes John Chambers' Speech on LatAm at IDB Meeting
-------------------------------------------------------------
Standard & Poor's Ratings Services has released these commentary
adapted from a speech given by John Chambers at the XXVII
Meeting of the Latin American Network of Central Banks and
Finance Ministries hosted by the InterAmerican Development Bank
at their Washington, D.C., headquarters on May 9, 2008.

Mr. Chambers said, "I've been asked to speak on the role of
rating agencies, ratings' information content, and what is
holding back regional sovereigns from further rating
improvements.  To try to give some continuity between today's
and yesterday's sessions, I'll make liberal references to the
Inter-American Development Bank's excellent paper "All that
Glitters May Not Be Gold."

                       What Ratings Tell You

"Let me start with the information content of our traditional
issuer ratings.  They address a narrow subject: the capacity and
willingness of an issuer to pay its debt in full and on time.  
The committee at Standard & Poor's Ratings Services that I chair
opines on the creditworthiness of 118 central governments,
including 22 of the 24 regional members of the Inter-American
Development Bank (IADB); a score of multilateral lending
institutions, including 'AAA' rated IADB itself; and three
dozen national development banks, export credit agencies, and
other policy institutions.  We give you a forward-looking
estimate of default probability.  Our definition of default is a
broad one.  It includes not only outright payment defaults but
also coerced exchanges.  However, there are a number of issues
our ratings do not address.  They don't address liquidity risk—
the risk that a bid/offer spread may widen or even that the
broker who sold you the bond in the first place may not answer
the phone when you seek to sell it.  A corollary to this
statement is that we don't have an opinion on whether a security
is cheap or dear or on whether it is an appropriate investment.

"For sovereigns, we look at economic, fiscal, monetary, and
external indicators; the strength of institutions; and the
government's set of policies in order to reach a judgment on
whether they will result in prompt payment of government debt.
This is a narrow subject, and apart from whether these same
policies will help private firms pay their debt or improve the
lives of the citizens.  Usually policies that lead to better
sovereign creditworthiness also support private-sector
creditworthiness and strengthen the social contract, but not
always -- particularly at lower levels of speculative-grade
ratings.  Sometimes, it may be good government policy to
default, but obviously such policies are bad for sovereign
ratings."

                 What Ratings Can Do For You

Mr. Chambers continued, "As I see it, there are four raisons
d'ętre for rating agencies.  The first reason is that they help
with the efficient allocation of savings and investment that, in
turn, support faster rates of economic growth.  By giving a
reliable gauge of default risk, an investor can more readily
match his risk tolerance with his investment objectives.
Savings, in general, are a scarce resource in Latin America.  
Given the continent's pressing investment needs, credit ratings
can help ensure that Latin America's savings are used more
efficiently.

"The second reason is that credit ratings reduce information
risk and, thus, risk premiums demanded by investors. Investors
that operate in an environment where there is little financial
information on corporate strategy, financial results, or a
business position will demand higher rates of return on their
investments.  Credit ratings help investors to measure and
compare credit risk better across a broad spectrum of companies,
industry sectors, and governments.  They help support standards
of financial disclosure and analysis that usually work to lower
the cost of capital, which in turn encourages investment and
promotes economic growth.

"The third reason is that credit ratings facilitate deeper and
more liquid financial markets.  Investors everywhere want
choices when placing their savings.  If domestic capital markets
are transparent and offer good risk-weighted returns, investors
have stronger incentives to place their money locally.  Less-
liquid and transparent domestic markets encourage investors to
place more money off shore or in real assets.  Deeper financial
markets also support the conduct of prudent monetary policies
and allow governments to issue debt to a broader number of
investors.

"The fourth reason is that credit ratings may provide a signal
of the debtor's intention to be open and transparent with its
creditors.  Obtaining a rating and maintaining it are thorough
processes.  Investors are reassured by management's commitment
to undergo the exercise and by the pledge of the rating agency
to keep its opinion current," Mr. Chambers noted.

               The Performance Of Sovereign Ratings

Mr. Chambers added, "Of course, this assumes that the opinions
of rating agencies are robust.  Standard & Poor's and its
predecessor companies have been rating sovereign bonds since the
1920s.  We publish our default statistics. In my opinion, if you
want to examine whether ratings add value, the place to start is
here.  The Basel Committee sets out a reference rate that
averages the three-year cumulative default rates over the past
decade.  You can see this target rate on the extreme right.  Our
sovereign rating default experience -- which is in the third
column -- has been underneath this reference rate for all rating
categories except 'BBB'.  You'll see that defaults progressively
increase as you go down the rating spectrum and that the
progression is not linear.  As it is, over 70% of our ratings
that are 'A' or higher and roughly half of the rest except for
'CCC' begin and end a five-year period in the same category.  
Our ratings are remarkably more stable than bond spreads."

                Latin America's Rating Constraints

Mr. Chambers said, "Let me spend a bit more time on the final
topic given me: what's holding the region back from further
rating improvements.  Thankfully, this question has been
answered by the IADB itself in "All That Glitters".  You will
recall that the report's title alludes to "The Merchant of
Venice" and the macabre task the suitors of Portia had in
guessing whether a golden, silver, or leaden casket held her
portrait and her dead father's permission to marry.  I won't
call that report "a carrion Death, within whose empty eye there
is a written scroll," but it is stern stuff.

"Certainly, with much of good economic news coming out of Latin
America, I'm sure some readers were as surprised as the Prince
of Morocco when they opened it up.  I'd like to pick up some of
the points made in the report, which looked at aggregated
data for the seven largest countries in Latin America and the
Caribbean (LAC-7), and make some specific remarks about
individual countries across the IADB regional member spectrum.  
Perhaps there we have a fifth reason: a private-sector firm is
less constrained in expressing its opinion than an entity in the
official sector.

"One of the reasons that I liked the "All That Glitters" paper
so much is its emphasis on downside risk to forecasts and on
structural rather than cyclical factors.  At Standard & Poor's,
we try to look through cycles too, whether they are commodity
cycles, economic cycles, or political cycles.  However, it is
nonetheless true that it is easier to improve a fiscal position,
to build international reserves, or to undertake structural
reform in a favorable external environment.  If policymakers
take advantage of good times, they will increase their room to
maneuver in bad times and, thus, improve their creditworthiness.  
I'd also add that whereas the external environment has been
supportive of the LAC-7 economies, it certainly hasn't been
supportive of Central America and the Caribbean, with the
exception of Trinidad and Tobago."

                        Disappointing Growth

"The report states that 'underlying growth rates have been less
than exceptional,' particularly compared to those of other
regions.  This is true, and it is a constraint on Latin American
sovereign ratings.  However, we notice improvements in Colombia
and Peru, whose per capita growth rates are now similar to those
in several Asian countries that are at a similar stage of
development.  In Colombia, the security dividend has resulted in
a step rise in investment, and the government's efforts to open
up the energy sector stand in stark contrast with efforts in
other Andean countries or Mexico.  Peru's efforts to induce
foreign investment in the mining sector, combined with judicial,
tariff, and administrative reform, have placed its growth on a
higher trajectory as well.  On the other hand, we see the
growth performance of Argentina, Bolivia, and Venezuela not to
be sustainable in the longer term," Mr. Chambers noted.

        Mixed Picture On Fiscal Stance And Debt Profile

Mr. Chambers related, "The report applies the Chilean fiscal
rule to the other LAC-7, and they fare poorly.  Most of the 118
sovereigns that we rate would not fare much better. Certainly
Chile's fiscal rectitude contributed to our raising its
rating to 'A+' in December 2007.  If we assigned ratings on
fiscal performance alone, Chile would be rated close to 'AAA'.  
However, fiscal policy isn't everything, and, with per capita
GDP of US$10,000, Chile has some ways to go to converge its
productivity levels with those of countries of higher-rated
governments.

"An improving fiscal stance contributed to the upgrades of Peru
and Uruguay in 2006; Panama in February 2008; Suriname twice, in
2006 and 2007; and Brazil three times, in 2006, 2007, and late
last month.  In most cases, these fiscal improvements were
part of a conscious decision by government that only by
increasing public savings could the economic picture be
bolstered.  On the other hand, a loosening of the public purse
strings contributed to the downgrade of Barbados in 2004 and to
the defaults of six IADB members.

"Of course, as a rating agency we also look at debt levels, and
risk to debt sustainability can come not only from a
deteriorating primary fiscal position but also from misaligned
foreign exchange policy, fragility in the financial system, or
insolvencies of public enterprises.  Most sovereigns have seen
their debt to GDP ratios improve and most now having floating
exchange-rate regimes, although inflation targeting imposes its
own constraints.  Financial systems, by and large, are stronger,
in part thanks to the good technical assistance provided by
Washington-based international financial institutions.

"All That Glitters" rightly points out that the composition of
government debt can mutate quickly.  We saw this in Brazil in
2001 to 2002, when the government markedly increased its share
of dollar-linked debt, and in Belize between 2002 and 2006, when
the government favored expensive commercial and structured debt
to less-expensive official debt.  We see the improvements to
Brazil's debt profile as reflective of better debt management,
higher confidence, and considerably more flexibility.  On the
other hand, Argentina's inability to tap global markets is a
credit weakness.

                  External Factors Mostly Better

"There has been a material improvement in international
investment positions in countries throughout the Latin American
region.  With one or two exceptions, all have significantly
reduced their reliance upon external debt, less so on equity
funding.  Some banking systems, like those of Brazil, The
Bahamas, and Panama, rely heavily on foreign funding as a
percentage of current account receipts.  Moreover, these
financial systems are in high net debtor positions, making their
ability to maintain ready access to cross-border lines of credit
and international markets all the more critical for their
countries.  Although the international investment positions of
most IADB regional members have improved over the past decade,
the external liquidity positions of Barbados, Costa Rica,
Dominican Republic, Jamaica, and Uruguay remain on the weak
side.

                    Rising Inflation A Concern

"All That Glitters, did not address monetary policy.  Price
controls and export taxes are poor policy, and we believe that
they detract from creditworthiness in Argentina and Venezuela.  
We assigned a negative outlook to Argentina's 'B+' rating two
weeks ago, after the resignation of Finance Minister Lousteau,
because of the government's heterodox measures to contain
inflation.  Apart from those two countries, we also find
inflation uncomfortably high in Bolivia, Costa Rica, Dominican
Republic, Jamaica, Paraguay, Suriname, and Trinidad.  It's
particularly worrisome if the mix of monetary, exchange-rate,
fiscal, and economic policy also assures you that it
will get worse before it gets better.  Monetary policy has not
figured much into negative rating actions in the past decade. We
see that changing going forward.

"I don't want to fall too much into lock step with "All That
Glitters."  After all, we just raised Brazil to investment
grade, based upon a decade of steady fiscal performance,
improved external indicators, and proactive monetary policy.  
Among regional IADB members, we place the foreign currency
sovereign credit ratings of The Bahamas, Barbados, Brazil,
Chile, Mexico, and Trinidad all in investment grade.  Peru, at
'BB+', has a positive outlook. Uruguay, at 'B+', has the same.  
Which brings me back to "The Merchant of Venice."  Perhaps Latin
America is the leaden casket, in which we find the portrait of
Portia." Mr. Chambers concluded.



                            ***********


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

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

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

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

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

The TCR Latin America subscription rate is US$625 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are US$25 each.  For
subscription information, contact Christopher Beard at
240/629-3300.


           * * * End of Transmission * * *