TCRLA_Public/080526.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

              Monday, May 26, 2008, Vol. 9, No. 103

                            Headlines


A R G E N T I N A

ALITALIA SPA: Deloitte & Touche May Not Certify 2007 Accounts
ALITALIA SPA: Italy to Convert EUR300-Million Loan to Equity
AGRARIA SEGUI: Trustee Verifies Proofs of Claim Until June 23
BALL CORP: Fitch Holds 'BB+' Rating on Revolving Credit Facility
DISTRIBUIDORA SIMOES: Claims Verification Deadline Is July 21

ELYTIC SACEI: Trustee to File Individual Reports on Aug. 7
MAN-IN SRL: Proofs of Claim Verification Deadline Is July 14
NORTEL NETWORKS: S&P Holds 'B-' Rating; Revises Outlook to Pos.
RESIDENTIAL CAPITAL: Noteholders Tender US$8.6 Bil. in Old Notes
ROQUE PEREZ: Files for Reorganization in Buenos Aires Court

SANIDAD SIGLO: Trustee Verifies Proofs of Claim Until July 7
TENNECO INC: S&P Keeps BB- Rating; Ratings Off CreditWatch
TYSON FOODS: Promotes David Van Bebber to EVP & General Counsel
VILLACAMPA HANSEN: Proofs of Claim Verification Is Until June 30
YPF SA: Petersen Group Tender Offer Won't Affect S&P's Ratings


B E L I Z E

CONTINENTAL AIRLINES: JPMorgan Analyst Sees Airline Bankruptcies


B E R M U D A

ARLINGTON GROUP: Proofs of Claim Filing Deadline Is June 25


B O L I V I A

ALCATEL-LUCENT SA: Launches WiMAX Rev-e Network in Bolivia


B R A Z I L

ALERIS INTERNATIONAL: Scott McKinley Elected as SVP & Controller
ALERIS INTERNATIONAL: Phelps Dodge Ex-CEO Elected to Board
ALERIS INTERNATIONAL: Earns US$4.3 Million in 2008 First Quarter
AMERICAN AIRLINES: Hikes Fees; Cuts Flights to Offset Fuel Costs
AMR CORP: JPMorgan Analyst Expects Airline Bankruptcies

BANCO BVA: Moody's Assigns Preliminary Currency Ratings at B2
BANCO DO BRASIL: Launches Talks for Banco Nossa Takeover
BANCO NACIONAL: Inks Loan Accord with Companhia de Saneamento
BANCO NOSSA: Launches Takeover Talks With Banco do Brasil
BEAR STEARNS: Proxy Urges Shareholders to Approve JPMorgan Bid

BRASKEM SA: Banco Itau Submits Valuation Report
CAIXA ECONOMICA: Inks Loan Accord With Companhia de Saneamento
FORD MOTOR: Adjusts Production Volume; Revises Profit Outlook
FORD MOTOR: S&P Keeps B Rating; Outlook Revised to Negative
FORD MOTOR: Declining Demand Prompts Moody's to Hold Ratings

GENERAL MOTORS: Adequate Liquidity Cues S&P to Keep B Rating
NRG ENERGY: Calpine Discloses Receipt of Merger Proposal
NRG ENERGY: Confirms Calpine's Disclosure on Proposal
NRG ENERGY: S&P Puts B+ Credit Rating Under Negative Watch
SPECTRUM BRANDS: Sells Pet Biz to Salton Inc. for US$692MM Cash

SPECTRUM BRANDS: Salton Deal Prompts Fitch to Hold Ratings
SPECTRUM BRANDS: Salton Deal Cues S&P to Put Ratings Under Watch
SPECTRUM BRANDS: Salton Deal Prompts Moody's to Review Ratings
SPECTRUM BRANDS: Not In Talks for Sale of Home and Garden Biz
UAL CORP: JPMorgan Analyst Anticipates Airline Bankruptcies


C A Y M A N  I S L A N D S

BB YK ONE: Proofs of Claim Filing Deadline Is Until May 28
CYGNUS FUNDING: Deadline for Proofs of Claim Filing Is May 28
DRAGONFLY SYNTHETIC: Claims Filing Deadline Is Until May 28
KD HOLDINGS: Deadline for Proofs of Claim Filing Is May 28
KF MOTOMACHI: Proofs of Claim Filing Deadline Is Until May 28

MC OMOTESANDO: Proofs of Claim Filing Deadline Is Until May 28
PLAZA 246 HOLDINGS: Proofs of Claim Filing Deadline Is May 28
TTK HOLDINGS: Deadline for Proofs of Claim Filing Is May 28
EIGHT WINDS: Deadline for Proofs of Claim Filing Is May 28
LUCKY BREAKS: Proofs of Claim Filing Deadline Is Until May 28

OSPREY COMPANY: Proofs of Claim Filing Deadline Is May 28


C O S T A  R I C A

ANIXTER INTERNATIONAL: CEO Appointment Takes Final Steps
US AIRWAYS: JPMorgan Analyst Anticipates Airline Bankruptcies


J A M A I C A

CASH PLUS: Challenges Receiver's Report on Firm's Status
CASH PLUS: Sandra Robinson Files J$108MM Lawsuit Against Firm
MIRANT CORP: Completes Share Repurchase Program With JP Morgan


M E X I C O

KANSAS CITY SOUTHERN: Prices Tender Offer & Consents at US$1,000
LANDAMERICA FINANCIAL: To Establish Mexican & Caribbean Offices
M-REAL CORP: Elevates Annual Profit Target to EUR150 Million
MOVIE GALLERY: Names C.J. Gabriel, Jr. as President and CEO
MOVIE GALLERY: Can Sell Assets to Dar Capital for US$2.3 Million

QUAKER FABRIC: Files Disclosure Statement and Chapter 11 Plan
QUAKER FABRIC: Wants Plan Filing Period Extended to June 18
VISTEON CORP: Moody's Affirms B3 Corporate Family Rating


P U E R T O  R I C O

JETBLUE AIRWAYS: JPMorgan Analyst Expects Airline Bankruptcies


V E N E Z U E L A

NORTHWEST AIRLINES: Analyst Expects Airline Bankruptcies


* BOND PRICING: For the Week May 19 - May 23, 2008


                         - - - - -


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

ALITALIA SPA: Deloitte & Touche May Not Certify 2007 Accounts
-------------------------------------------------------------
Deloitte & Touche LLP may not certify Alitalia S.p.A.'s 2007
financial accounts if there is no certainty that the carrier's
planned capital increase is successful, Bloomberg News relates  
citing an unsourced Corriere della Sera report.

As reported in the TCR-Europe on Feb. 1, 2008, Alitalia's board
of directors determined that the company needs to carry out a
EUR750-million capital increase in the first half of 2008 to
sustain the cash-to-hand at adequate operating levels.

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

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


ALITALIA SPA: Italy to Convert EUR300-Million Loan to Equity
------------------------------------------------------------
The Italian government will convert its EUR300 million loan to
equity in order to gain approval from Alitalia S.p.A.'s Board of
Auditors, various reports say.

Agenzia Giornalistica Italia relates that according Italian
Economic Minister Giulio Tremonti, the decision is "a temporary
measure to prevent the Board of auditors from raising
objections."

According to Mr. Tremonti, Reuters adds, Italy will provide
details of the measure to the European Commission, which is
currently reviewing whether the loan breaks its state aid rules.

                     Italy's Bridge Loan

As previously reported in the Troubled Company Reporter-Europe,
the carrier received a EUR300-million emergency loan pledged by
the Italian government.

The European Commission however is reviewing the loan for
possible violation of the European Union rule on state aid.  The
EC has given the Italian government until May 30, 2008 to
provide details on the loan.

                         About Alitalia

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

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


AGRARIA SEGUI: Trustee Verifies Proofs of Claim Until June 23
-------------------------------------------------------------
The court-appointed trustee for Agraria Segui S.C.A.'s
reorganization proceeding will be verifying creditors' proofs of
claim until June 23, 2008.

The trustee will present the validated claims in court as  
individual reports on Aug. 7, 2008.  The National Commercial
Court of First Instance in La Matanza, 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 Agraria Segui 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 Agraria Segui's
accounting and banking records will be submitted in court on
Sept. 22, 2008.


BALL CORP: Fitch Holds 'BB+' Rating on Revolving Credit Facility
----------------------------------------------------------------
Fitch Ratings has affirmed Ball Corp.'s Issuer Default Rating at
'BB'. In addition, Fitch has affirmed these ratings for the
company:

  -- Senior secured revolving credit facility at 'BB+';
  -- Senior secured term bank debt at 'BB+';
  -- Senior unsecured notes at 'BB'.

Approximately US$2.6 billion of debt is covered by the ratings.  
The Rating Outlook is Stable.

The ratings are supported by the company's leading market
positions, good cash flow generation, diversified product
offering, diverse packaging substrates, stable end markets, and
a favorable defense spending environment.  Ball's renewed focus
on growing its presence in foreign markets is viewed favorably
by Fitch.  Concerns relate to shareholder focused cash
deployment, customer concentration, pressure from raw materials
and other cost inflation, underperformance and related
restructuring initiatives in some businesses, total revenue
derived predominantly from one product, and domestic sales bias.

Fitch's Stable Outlook incorporates expectations of a stable
capital structure, the company's solid cash flow generation
capacity, steady trends in packaging end-markets, and the
company's leading market positions in its product categories.

Ball continues to deliver consistent performance.  Credit
metrics improved slightly in 2007 compared to 2006.  Total
leverage fell to 2.8 times at fiscal-year-end 2007 from 3.1x
prior year.  Although EBITDA margin has contracted modestly over
the past few years, the company has generated good operating and
free cash flow.  Free cash flow to Total Adjusted Debt improved
to 10.1% in FY2007 from 2.4% in 2006 as higher operating cash
outpaced an increase in capital spending leading to free cash
flow of US$324 million in 2007 vs. US$81 million in 2006.

On a latest-twelve-month basis as of Mar. 30, 2008, leverage
moved up to 3.3x as the company borrowed on its revolver to fund
a larger than usual working capital build, in addition to the
effects of a weaker dollar on foreign denominated debt balances.  
Free cash flow for the LTM period of US$231 million also
weakened somewhat compared to the year-end figure.  Nonetheless,
Fitch expects 2008 will be a solid year for Ball with free cash
flow of US$250 million or more, while credit metrics should be
relatively stable overall.

Ball is moving aggressively to expand international operations.  
Fitch views this trend favorably as it diversifies the company's
exposure to any given market and provides the opportunity to
capture volume growth in developing markets where packaged food,
beverages and other products are in the growth phase of the
industry cycle.

As Ball is targeting growth opportunities overseas, the company
is strategically addressing slower performance in certain
domestic product lines related to custom and decorative tinplate
container business.  Fitch views both the growth and
consolidation as positive developments for the overall business.  
The international expansion will make Ball more competitive, in
Fitch's view, and helps to diversify the earnings sources away
from mature markets, which has been a modest concern for Fitch.

The capacity reductions also seem reasonable as Fitch has
expected targeted cost initiatives to be ongoing at Ball.  Fitch
believes further asset realignment may be forthcoming in the
plastic packaging segment, depending how pricing negotiations
unfold during 2008.  The capacity decisions do not materially
affect the firm's credit profile as cash outlays are not
expected to be material, although they are expected to boost
capital spending modestly in addition to higher spending on top-
line growth initiatives.

Raw materials and other cost inflation continue to be key
concerns to be monitored going forward.  Contractual pass-
through arrangements typically mitigate raw materials pricing
risk for the company, but substantial increases in input prices
can present challenges.  The recent contract dispute settlement
for US$70 million with SAB Miller, a key customer, highlights
this risk.

After funding growth and rationalization initiatives, Fitch
expects Ball's cash distribution to be focused on shareholders.  
Fitch expects free cash flow to largely offset US$300 million of
share repurchases (US$125 million of which was already completed
in first quarter 2008).  Capital expenditures were nearly
US$310 million in 2007 and could be US$350 million or more in
2008.  Ball made an incremental pension funding payment of US$27
million, net of tax in 2007, and Fitch expects lower cash
pension payments this year as the obligation is now 95% funded.  
Cash flows in 2008 will be reduced by higher cash taxes, higher
capital expenditures and the one-time payment of US$70 million
related to the dispute over metal pricing mentioned above.  
Meaningful debt reduction is not likely, and Fitch anticipates
modest, if any, acquisition activity.

Liquidity at Mar. 30, 2008 was about US$555 million, comprised
of US$90 million in cash and US$465 million of revolver
availability. Ball's liquidity position is adequate to meet
funding requirements, although the first quarter's working
capital usage of US$343 million was somewhat higher than usual,
which caused overall liquidity to decline as the company drew
US$240 million on its U.S. Revolver.

Headquartered in Broomfield, Colorado, Ball Corp. --
http://www.ball.com/-- is a supplier of high-quality metal and
plastic packaging products.  It owns Ball Aerospace &
Technologies Corp. -- a developer of sensors, spacecraft,
systems and components for government and commercial customers.
Ball Corp. reported sales of US$7.4 billion in 2007 and the
company employs about 15,500 people worldwide, including
Argentina, Hong Kong and China.


DISTRIBUIDORA SIMOES: Claims Verification Deadline Is July 21
-------------------------------------------------------------
Nestor Iribe, the court-appointed trustee for Distribuidora
Simoes SRL's bankruptcy proceeding, will be verifying creditors'
proofs of claim until July 21, 2008.

Mr. Iribe will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 4 in Buenos Aires, with the assistance of Clerk
No. 7, 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 Distribuidora Simoes 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 Distribuidora Simoes'
accounting and banking records will be submitted in court.

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

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

The debtor can be reached at:

                    Distribuidora Simoes SRL
                    Montiel 5682
                    Buenos Aires, Argentina

The trustee can be reached at:

                    Nestor Iribe
                    Avenida Corrientes 1250
                    Buenos Aires, Argentina


ELYTIC SACEI: Trustee to File Individual Reports on Aug. 7
----------------------------------------------------------
Juan Giannazzo, the court-appointed trustee for Elytic SACEI's
bankruptcy proceeding, will present the validated claims as
individual reports in  the National Commercial Court of First
Instance in Buenos Aires on Aug. 7, 2008.

Mr. Giannazzo will be verifying creditors' proofs of claim until
June 6, 2008.  He will submit to court a general report
containing an audit of Elytic's accounting and banking records
on Sept. 18, 2008.

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

The debtor can be reached at:

           Elytic SACEI
           Presidente Roque Saenz Pena 1119
           Buenos Aires, Argentina

The trustee can be reached at:

           Juan Giannazzo
           Avenida de Mayo 1370
           Buenos Aires, Argentina


MAN-IN SRL: Proofs of Claim Verification Deadline Is July 14
------------------------------------------------------------
Patricia Rovelli, the court-appointed trustee for MAN-IN SRL's
bankruptcy proceeding, will be verifying creditors' proofs of
claim until July 14, 2008.

Ms. Rovelli will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 7 in Buenos Aires, with the assistance of Clerk
No. 13, 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 MAN-IN 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 MAN-IN's accounting
and banking records will be submitted in court.

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

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

The debtor can be reached at:

                    MAN-IN SRL
                    Guemes 3170
                    Buenos Aires, Argentina

The trustee can be reached at:

                    Patricia Rovelli
                    Avenida Cordoba 1540
                    Buenos Aires, Argentina


NORTEL NETWORKS: S&P Holds 'B-' Rating; Revises Outlook to Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Toronto-based telecommunications equipment provider Nortel
Networks Ltd. to positive from stable.  At the same time, S&P
affirmed the ratings, including the 'B-' long-term corporate
credit rating, on the company.  The ratings on NNL are based on
the consolidation with parent Nortel Networks Corp.  At
March 31, Nortel had about US$4.6 billion of debt outstanding.
     
At the same time, S&P assigned a 'B-' bank loan rating to NNL's
proposed US$500 million 10.75% senior unsecured notes due 2016.  
The notes are being issued as an add-on to the existing
US$450 million 10.75% senior unsecured notes due 2016, issued
July 2006.  S&P also assigned a recovery rating of '4' to the
notes, indicating the expectation for average (30%-50%) recovery
in the event of payment default.  Nortel will use the net
proceeds from the new debt issuance, together with cash
balances, to repay Nortel Network Corp.'s US$675 million 4.25%
convertible notes maturing Sept. 1.

"The revised outlook primarily reflects the steady improvement
in profitability in the past several quarters despite difficult
market conditions," said Standard & Poor's credit analyst Madhav
Hari.  "We expect this operating momentum to continue in the
near term, mostly driven by the net benefit derived from the
company's fiscal 2008 and previous years' business
transformation initiatives," Mr. Hari added.
     
Nortel's exposure to legacy offerings remains significant and
will likely pressure near-term revenue growth; however, the
company's portfolio of growth products and services has shown
good traction in recent quarters thereby mitigating the risk of
large revenue losses.  Furthermore, cash balances of more than
US$3.2 billion have remained stable and should allow the company
to execute its turnaround strategy in addition to providing
healthy credit support.
     
The positive outlook is based on Nortel's steady improvement in
its profitability metrics and stabilized revenue erosion within
its core operations despite difficult market conditions.  
Healthy liquidity should allow the company to execute its
turnaround strategy while additionally providing near-term
credit support.  Consideration for a ratings upgrade will depend
on the company's ability to meet 2008 guidance with respect to
revenues and profitability (operating margins of about 6.7%),
while maintaining cash balances in excess of US$3 billion.  S&P
could revise the
outlook to stable (or even to negative) should its liquidity
position weaken materially or the company fail to demonstrate
additional operating margin improvement possibly owing to a
meaningful deterioration of its revenues.

Nortel Networks Corporation -- http://www.nortel.com/--
(NYSE/TSX: NT) is a global supplier of networking solutions
serving both service provider and enterprise customers.  It
supplies end-to-end networking products and solutions that help
organizations enhance and simplify communications.  These
organizations range from small businesses to multi-national
corporations involved in all aspects of commercial and
industrial activity, and from federal, state and local
government agencies and the military to cable operators,
wireline and wireless telecommunications service providers, and
Internet service providers.  Nortel's networking solutions
include hardware and software products and services.  It
designs, develops, engineers, markets, sells, supplies,
licenses, installs, services and supports these networking
solutions worldwide.  Nortel operates in four segments: Carrier
Networks, Enterprise Solutions, Metro Ethernet Networks and
Global Services.  Nortel Networks Limited is the company’s
principal operating subsidiary.

The company's executive offices is located in Toronto and has
subsidiaries in the United Kingdom, China, Australia, Argentina
and Brazil.


RESIDENTIAL CAPITAL: Noteholders Tender US$8.6 Bil. in Old Notes
----------------------------------------------------------------
Residential Capital, LLC, released the interim results of its
private exchange offers and cash tender offers for U.S. dollar
equivalent US$14.0 billion in aggregate principal amount of its
outstanding debt.

As of 5:00 p.m., New York City time, on Wednesday, May 21, 2008,
approximately US$2.6 billion aggregate principal amount (or 80%)
of old notes that mature in 2008-2009 had been validly tendered
and approximately U.S. dollar equivalent US$6.0 billion
aggregate principal amount (or 63%) of old notes that mature in
2010-2015 had been validly tendered.

As of the early delivery time, the outstanding principal amount
of each series of old notes and the principal amount of old
notes of each series tendered in the offers (including as a
percentage of the outstanding principal amount).

                             Outstanding
                              Principal    Principal Amount
   Title of Old Notes          Amount         Tendered
   ------------------        -----------   ----------------
   Old 2008-2009 Notes
   Floating Rate Notes
    due 2008              US$398,848,000   US$287,171,000  72.0%
   8.125% Notes due 2008  US$684,014,000   US$521,045,000  76.2%
   Floating Rate Notes
    due April 2009        US$714,000,000   US$651,422,000  91.2%
   Floating Rate Notes
    due May 2009          US$949,000,000   US$816,505,000  86.0%
   Floating Rate
    Subordinated Notes
    due 2009              US$576,961,000     $371,513,000  64.4%
                          -------------- ----------------
   Total                US$3,322,823,000 US$2,647,656,000  79.7%

   Old 2010-2015 Notes
   8.375% Notes due     US$2,154,500,000   US$901,597,000  41.8%
    2010
   Floating Rate Notes
    due 2010              EUR542,800,000   EUR181,815,000  33.5%
   8.000% Notes         US$1,243,500,000 US$1,025,694,000  82.5%
    due 2011
   7.125% Notes due 2012  EUR550,000,000   EUR438,702,000  79.8%
   8.500% Notes due 2012  US$928,500,000   US$833,527,000  89.8%
   8.500% Notes         US$1,604,500,000   US$724,667,000  45.2%
    due 2013
   8.375% Notes due 2013  GBP348,920,000   GBP307,839,000  88.2%
   9.875% Notes due 2014  GBP363,000,000   GBP297,730,000  82.0%
   8.875% Notes due 2015  US$486,500,000   US$335,025,000  68.9%
                          --------------  ---------------
   Total U.S. Dollar
      Equivalent        US$9,537,274,896 US$5,987,350,936  62.8%

In addition, approximately US$853.4 million aggregate principal
amount of Floating Rate Notes due June 9, 2008 were tendered
for cash as of the early delivery time.

As previously announced, ResCap has received requisite consents
as described in the informational documents relating to the
offers and has entered into supplemental indentures adopting the
proposed amendments to the indentures under which the old notes
were issued. The amendments to the old notes release the
subsidiary guarantees of ResCap's obligations under the old
notes and eliminate certain of the restrictive covenants and
events of default in the indentures. Accordingly, claims with
respect to all new notes issued in the exchange offers will be
effectively senior to claims with respect to unexchanged old
notes to the extent of the value of all assets of the subsidiary
guarantors as well as the collateral securing the new notes.
Based upon tenders to date and subject to consummation of the
offers, approximately US$5.7 billion aggregate principal amount
of new notes would be issued in exchange for old notes.

The offers will expire at 11:59 p.m., New York City time, on
June 3, 2008, unless extended by ResCap with respect to any or
all series of old notes. Old notes tendered pursuant to the
offers may no longer be withdrawn. The early delivery time (as
defined in the informational documents relating to the offers)
has passed. Old notes tendered after the early delivery time are
not entitled to the early delivery payment described in the
informational documents relating to the offers.

The offers are subject to significant conditions that are
further described in the informational documents. In particular,
the offers are conditioned on ResCap entering into a new first
lien senior secured credit facility, providing for at least
US$3.5 billion of commitments on terms acceptable to ResCap. As
a result of these conditions, ResCap may not be required to
exchange or purchase any of the old notes tendered.

The new notes will not be registered under the Securities Act of
1933, as amended (the "Securities Act"), or any other applicable
securities laws and, unless so registered, the new notes may not
be offered, sold, pledged or otherwise transferred within the
United States or to or for the account of any U.S. person,
except pursuant to an exemption from the registration
requirements thereof. Accordingly, the new notes are being
offered and issued only (i) in the United States to "qualified
institutional buyers" (as defined in Rule 144A under the
Securities Act), or QIBs, and (ii) outside the United States to
non-U.S. persons (as defined in Regulation S under the
Securities Act) who are "qualified investors" within the meaning
of Article 2.1(e) of the Prospectus Directive as adopted within
each relevant member state of the European Economic Area, in a
private transaction in reliance upon an exemption from the
registration requirements of the Securities Act. ResCap will
enter into a registration rights agreement pursuant to which,
under certain circumstances, it will agree to file an exchange
offer registration statement or a shelf registration statement
with respect to the new notes.

The complete terms and conditions of the offers are set forth in
ResCap's Offering Memorandum and Consent Solicitation Statement
dated May 5, 2008, as supplemented on May 14, 2008 (the
"offering memorandum"), and the related letter of transmittal
and consent.

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

                     About Residential Capital

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

                           *     *     *

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

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

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


ROQUE PEREZ: Files for Reorganization in Buenos Aires Court
-----------------------------------------------------------
Roque Perez Cereales S.A. has requested for reorganization
approval after failing to pay its liabilities.

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

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


SANIDAD SIGLO: Trustee Verifies Proofs of Claim Until July 7
------------------------------------------------------------
Jose Angel Tsanis, the court-appointed trustee for Sanidad Siglo
XXI S.R.L.'s reorganization proceeding will be verifying
creditors' proofs of claim until July 7, 2008.

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

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

The debtor can be reached at:

           Sanidad Siglo XXI S.R.L.
           Tucuman 1539
           Buenos Aires, Argentina

The trustee can be reached at:

           Jose Angel Tsanis
           Tte. Juan Domingo Peron 1410
           Buenos Aires, Argentina


TENNECO INC: S&P Keeps BB- Rating; Ratings Off CreditWatch
----------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'BB-'
corporate credit rating and certain other ratings on Tenneco
Inc. and removed them from CreditWatch with negative
implications, where they were placed on March 17, 2008, as a
result of the American Axle & Manufacturing Holdings Inc.
(BB/Watch Neg/--) strike. The
outlook is stable.

At the same time, Standard & Poor's raised its issue-level
rating on Tenneco's senior unsecured notes to 'BB-' (the same
level as the corporate credit rating on the company) from 'B+',
and assigned recovery ratings of '4' to this debt, indicating
the expectation for average (30%-50%) recovery in the event of a
payment default.  The issue-level rating on Tenneco's senior
subordinated notes remains at 'B' (two notches lower than the
corporate credit rating on the company), and a recovery rating
of '6' was assigned to this debt, indicating the expectation for
negligible (0%-10%) recovery in the event of a payment default.
The rating actions reflect the extension of our recovery ratings
to all speculative-grade unsecured debt issues.

"The rating affirmation and stable outlook reflect our view that
Tenneco's credit measures will remain within our expectations
for the rating level in the face of very challenging conditions
for the North American auto sector in 2008 and perhaps 2009,"
said Standard & Poor's credit analyst Lawrence Orlowski.  For
the rating, S&P expects that adjusted debt to EBITDA will remain
less than 4x and funds from operations (FFO) about 15%.
Reflecting the impact from the American Axle strike, net sales
and operating income in the first quarter were US$1.56 billion
and US$39 million, respectively, compared with US$1.4 billion
and US$49 million in the year-earlier quarter.

The ratings on Tenneco reflect the company's weak business
profile and highly leveraged but still stable financial profile.
Tenneco's credit measures were generally stable in the 12 months
ended March 31, 2008.  The company benefits from good diversity
among its customers, business platforms, and regions of
operation.  However, Tenneco is still exposed to declining
vehicle production by its large customers, General Motors Corp.
and Ford Motor Co.

Credit measures should remain consistent with the rating despite
industry conditions that include production cuts by some
customers and raw-material price pressures.  S&P could revise
the outlook to negative if industry challenges prevent Tenneco
from generating free cash flow or if leverage rises to much more
than 4x, which could occur if EBITDA fell about 10% from current
levels, perhaps as a result of reduced production and
unrecovered raw material costs.

Based in Lake Forest, Illinois, Tenneco Inc., (NYSE: TEN) --
http://www.tenneco.com/-- manufactures automotive ride and
emissions control products and systems for both the original
equipment market and aftermarket.  Brands include Monroe(R),
Rancho(R), and Fric Rot ride control products and Walker(R) and
Gillet emission control products.  The company has operations in
Argentina, Japan, and Germany, with its European operations
headquartered in Brussels, Belgium.  The company has
approximately 21,000 employees worldwide.


TYSON FOODS: Promotes David Van Bebber to EVP & General Counsel
---------------------------------------------------------------
Tyson Foods Inc. has promoted David L. Van Bebber to executive
vice president and general counsel.  Effective immediately, he
will serve as Tyson's chief legal officer overseeing all legal
matters involving the company.

Mr. Van Bebber has more than 25 years of corporate legal
experience with responsibilities in such areas as litigation,
corporate transactions, international, environmental, management
and operational matters, and employment law.  He was general
counsel and secretary of Lane Processing Companies of Arkansas,
and participated in the negotiation and sale of Lane to Tyson
Foods in 1986, when he joined Tyson as a corporate counsel.  He
has since held various officer positions within the company, was
the integration manager for Tyson's acquisition of IBP, and most
recently served as deputy general counsel and senior vice
president of Tyson's legal department.

"Because of his extensive background in legal matters involving
the meat and poultry industry and his knowledge of our company,
we believe David is well qualified for this position," said
Richard L. Bond, president and CEO of Tyson Foods.  "He has
served our company well for many years, demonstrating an
outstanding work ethic and I look forward to his continued
leadership as the head of our legal department."

Mr. Van Bebber, who is 52 years old, is a native of DeQueen,
Arkansas.  He holds a bachelor's degree from the University of
Arkansas and a law degree from the University of Arkansas School
of Law.  He is a member of the Arkansas and American Bar
Associations as well as the American Corporate Counsel
Association, and is currently president of the board of
education for the Springdale, Arkansas, school district.

                        About Tyson Foods

Based in Springdale, Arkansas, Tyson Foods, Inc. (NYSE:TSN) --
http://www.tysonfoods.com/-- is a processor and marketer of
chicken, beef, and pork.  The company makes a wide variety of
protein-based and prepared food products at its 123 processing
plants.  Tyson has approximately 114,000 Team Members employed
at more than 300 facilities and offices in 26 states and 80
countries.

Tyson's U.S. beef plants are located in Amarillo, Texas; Dakota
City, Nebraska; Denison, Iowa; Finney County, Kansas; Joslin,
Illinois, Lexington, Nebraska and Pasco, Washington.  The
company also has a beef complex in Canada, and is involved in a
vertically integrated beef operation in Argentina.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 8, 2008, Moody's Investors Service confirmed Tyson Foods,
Inc.'s corporate family rating and probability of default rating
at Ba1.  Moody's said the rating outlook remains negative.


VILLACAMPA HANSEN: Proofs of Claim Verification Is Until June 30
----------------------------------------------------------------
The court-appointed trustee for Villacampa Hansen y Cia. S.A.'s
bankruptcy proceeding, will be verifying creditors' proofs
of claim until June 30, 2008.

The trustee will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance in Mercedes, 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 Villacampa Hansen 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 Villacampa Hansen's
accounting and banking records will be submitted in court.

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

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

The debtor can be reached at:

                    Villacampa Hansen y Cia. S.A.
                    J. M. Estrada 57
                    (6605) - Navarro
                    Buenos Aires
                    Argentina:
                    Phone/Fax: 02272-420755


YPF SA: Petersen Group Tender Offer Won't Affect S&P's Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on Argentina-based
YPF S.A. (LC: BB+/Stable/--; FC: BB/Stable/--) will not be
affected by the Petersen Group's recent tender offer for all
YPF's shares.  Petersen recently exercised an option to purchase
an additional 0.1% in YPF, increasing its stake in the company
to 15% from 14.9%.  Under YPF's bylaws, Petersen was obligated
to make a public tender offer for all the remaining shares in
YPF.

However, in the shareholders agreement signed between Peterson
and Repsol-YPF S.A. (BBB/Stable/A-2), the latter has already
decided not to participate in this tender offer.  As a result,
S&P's ratings on YPF are unaffected.

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



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

CONTINENTAL AIRLINES: JPMorgan Analyst Sees Airline Bankruptcies
----------------------------------------------------------------
Christopher Hinton at MarketWatch reports that Jamie Baker, an
analyst at J.P. Morgan, on Monday said U.S. airline industry
stands to post a collective US$7,200,000,000 in operating losses
in 2008.  The results would be wider than an initial forecast of
US$4,600,000,000 loss, the analyst said.

According to MarketWatch, Mr. Baker, in his research note, said
though investors, management and analysts may talk about
airlines acting collectively to reduce capacity to firm up
revenue, the reality is that they are more likely to dig in and
try to outlast each other.

MarketWatch relates the JPMorgan analyst noted that capacity
cuts have falled far short of what executives have said are
necessary.  Mr. Baker, MarketWatch says, indicated that another
round of airline bankruptcy -- even among the legacy carriers --
is a question of when rather than if.

According to the report, Mr. Baker said U.S. Airways has the
highest risk of bankruptcy, followed by Northwest Airlines,
United Air Lines' parent UAL Corp., AMR Corp., JetBlue,
Continental Airlines, AirTran, Delta Air Lines, Alaska Air Lines
and Southwest Airlines.

Mr. Baker, the report adds, said credit card companies could
pose more significant risk to airlines than debt.  He explained
the credit card companies could impose unilateral holdbacks,
which will toll on a carrier's liquidity and cash balances.

Bloomberg News on Wednesday reported that analysts at Soleil
Securities Corp. say there's a potential Chapter 11 filing by
AMR by 2009, and UAL some time after that.

                            In the Red

Except for Southwest, the major U.S. Airlines posted net losses
for the period ended March 31, 2008:

                             Net Income for Period Ended
                         -----------------------------------
                        March 31, 2008         March 31, 2007
                        --------------         --------------
   US Airways          (US$236,000,000)         US$66,000,000
   Northwest         (US$4,139,000,000)       (US$292,000,000)
   UAL                 (US$537,000,000)       (US$152,000,000)
   AMR                 (US$328,000,000)         US$81,000,000
   JetBlue               (US$8,000,000)        (US$22,000,000)
   Continental          (US$80,000,000)         US$22,000,000
   AirTran              (US$34,813,000)          US$2,158,000
   Delta             (US$6,261,000,000)        US$155,000,000
   Alaska Air           (US$24,000,000)         (US$3,700,000)
   Southwest             US$34,000,000          US$93,000,000

                        Balance Sheet at March 31, 2008
                      -----------------------------------
                      Total Assets            Total Debts   
                      ------------            -----------
   US Airways       US$8,013,000,000         US$6,435,000,000
   Northwest       US$21,032,000,000        US$17,746,000,000
   UAL             US$23,813,000,000        US$21,647,000,000
   AMR             US$28,766,000,000        US$26,277,000,000
   JetBlue          US$6,050,000,000         US$4,721,000,000
   Continental     US$12,542,000,000        US$11,071,000,000
   AirTran          US$2,198,009,000         US$1,783,470,000
   Delta           US$26,755,000,000        US$22,804,000,000
   Alaska Air       US$4,379,800,000         US$3,520,600,000
   Southwest       US$18,031,000,000        US$10,846,000,000

On April 14, Northwest announced an agreement to merge with
Delta.

United and US Airways are also in talks for a possible merger.  
Continental was initially eyed as a top merger partner for
United.

Small and medium-sized carriers have tumbled one after the other
into bankruptcy.  Aloha Airlines commenced bankruptcy
proceedings in Hawaii in March and later ceased operations.  ATA
Airlines Inc. ceased operations and filed for chapter 11
protection on April 2, and Skybus Airlines Inc. tumbled into
bankruptcy on April 5.  Frontier Airlines went belly up and
filed for chapter 11 on April 14.  EOS Airlines filed a chapter
11 petition on April 26.

                   About Continental Airlines

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

                          *     *     *

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

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

In December 2007, Fitch Ratings affirmed Continental Airlines
'B-' issuer default rating with a stable outlook.



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

ARLINGTON GROUP: Proofs of Claim Filing Deadline Is June 25
-----------------------------------------------------------
Arlington Group Limited's creditors are given until
June 25, 2008, to prove their claims to Peter William Engel, the
company's liquidator, or be excluded from receiving any
distribution or payment.

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

Arlington Group's shareholders agreed on May 15, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

         Peter William Engel
         Smith & Williamson Restructuring & Recovery Services
         Portwall Place, Portwall Lane
         Bristol BS1 6NA, United Kingdom
         Fax: 0117 376 2312



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

ALCATEL-LUCENT SA: Launches WiMAX Rev-e Network in Bolivia
----------------------------------------------------------
Alcatel-Lucent S.A. has launched a commercial WiMAX rev-e
network in Bolivia with telecom operator Nuevatel PCS.

The network is based on the WiMAX 802.16e-2005 standard.  It
will support voice over Internet protocol, high-speed Internet
access, and other data services for Nuevatel customers.

Nuevatel's Chief Executive Officer Freddy Maldonado Valcik
commented, "This new WiMAX network will make it possible for us
to offer our business and residential customers a wide range of
easy-to-use wireless broadband services.  Alcatel-Lucent's WiMAX
solution will enable us to better serve customers in such major
urban centers as the cities of La Paz, El Alto, Santa Cruz and
Cochabamba, which currently are under-served.  Alcatel-Lucent's
unique expertise and ability to set up a wireless broadband
network has enabled us to begin offering these new services to
our customers quickly and efficiently."

Alcatel-Lucent provided Nuevatel a complete WiMAX solution,
including base stations, wireless access controllers, software
and application platforms.  The company has also provided high-
value professional services including, design and planning for
end-to-end network integration services, radio network planning,
installation and commissioning, project management and support
services for Nuevatel's network.  Alcatel-Lucent's services
experience has ensured that Nuevatel's network has been deployed
fast in a cost-effective and efficient manner.

To ensure Nuevatel's customers will benefit from early, state-
of-the-art WiMAX devices that comply with the IEEE 802.16e-2005
standard, Alcatel-Lucent has teamed up with ZyXEL, a pioneer in
this domain, to provide customer premise equipment.

Alcatel-Lucent's Caribbean and Latin American President Victor
Agnellini said, "In fast-growing economies such as Bolivia, our
WiMAX solution is a valuable tool for rapidly and cost-
effectively increasing penetration of high-speed Internet access
and basic telephony services via VoIP [voice over Internet
protoco] because the carrier can avoid the costly and disruptive
civil engineering work of deploying copper or optical fiber
cable.  In addition to being able to offer new revenue-
generating services, Nuevatel will benefit from additional
operational efficiencies because this solution offers one of the
most advanced technologies in terms of radio frequency
management."

This contract strengthens Alcatel-Lucent presence and universal
broadband access solution leadership position in the Caribbean
and Latin America and expands the company's footprint in the
region.  With 24 commercial contracts and more than 70 trials
around the world, Alcatel-Lucent is the undisputed leader in the
WiMAX market.  Alcatel-Lucent has 24,000 services professionals
around the globe dedicated to designing, integrating, testing
and deploying networks.

Alcatel-Lucent's WiMAX software integrates the latest
technological innovations, such as "beam forming" and Multiple
Input – Multiple Output or MIMO.  Beam forming enables a service
provider to dramatically reduce the number of radio sites needed
to provide coverage –- in some instances by as much as 40% -–
while reducing interference and ensuring better indoor
penetration of the radio signal.  MIMO helps make radio links
more robust, nearly doubling the capacity delivered in dense
urban environments.

                           About Nuevatel

Nuevatel PCS de Bolivia SA is a mobile communications provider
in Bolivia, delivering wireless services under the VIVA brand
name.  Nuevatel is a subsidiary of Trilogy International
Partners, LLC, based in Bellevue, Washington, which operates
wireless communications companies in Bolivia, Haiti and the
Dominican Republic.  Nuevatel's local shareholder is Bolivian
regional fixed line provider, Cooperative Mixta de
Telecomunicaciones Cochabamba.

                         About Alcatel-Lucent

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

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

                          *     *     *

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

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



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

ALERIS INTERNATIONAL: Scott McKinley Elected as SVP & Controller
----------------------------------------------------------------
Aleris International, Inc. said Wednesday that Scott A. McKinley
was elected Senior Vice President and Controller of the company.

Mr. McKinley had served as Senior Vice President and Treasurer
since September 2006.  Prior to joining Aleris, he served as
Vice President and Chief Financial Officer for Lubrizol
Corporation's Specialty Chemicals Segment.  Before that, he was
the Vice President and Controller of Noveon, Inc.

Mr. McKinley also previously held the position of Director,
Financial Planning and Analysis for BF Goodrich Performance
Materials and spent the first 15 years of his career at the
General Electric Company.

                        About Aleris

Aleris International, Inc. –- http://www.aleris.com/-- is in  
the business of aluminum rolled and extruded products, aluminum
recycling and specification alloy production.  In 2007 and in
prior years, the company was a recycler of zinc and manufactured
zinc metal and value-added zinc products that included zinc
oxide and zinc dust.  The company operates its business through
48 production facilities in two global segments: global rolled
and extruded products and global recycling.

For its global rolled and extruded products, Aleris has 17
production facilities that provide rolled and extruded aluminum
products to the major aluminum consuming regions worldwide.  The
company's global recycling network operates 31 strategically
located production plants, with 21 in the United States, two in
Brazil, three in Germany, two in Norway and one in each of
Mexico, Canada and the United Kingdom.  The company also has a
presence in Asia through subsidiaries located in China and Hong
Kong.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 2, 2008, Standard & Poor's Ratings Services affirmed its
ratings on Aleris International Inc., including its 'B+'
corporate credit rating.


ALERIS INTERNATIONAL: Phelps Dodge Ex-CEO Elected to Board
----------------------------------------------------------
Aleris International, Inc. disclosed last week the election of
J. Steven Whisler to its Board of Directors.  His election
expands the Aleris board to seven members.

Mr. Whisler, 53, retired as Chairman and Chief Executive Officer
of Phelps Dodge Corporation, a Fortune 500 company based in
Phoenix, following its merger with Freeport-McMoRan Copper &
Gold Inc. in March 2007.  Mr. Whisler had been with helps Dodge
in several executive positions for 30 years.

"We look forward to Steve's guidance and insights as he draws
upon his outstanding experience with one of the world's leading
metals companies," said Steven J. Demetriou, Chairman and Chief
Executive Officer of Aleris.  "We are pleased to welcome him to
our board."

At the time of the merger, Phelps Dodge was one of the world's
leading producers of copper and molybdenum and the largest
producer of molybdenum-based chemicals and continuous-cast
copper rod, with sales of US$10.9 billion and operations in
North America, Peru, and Chile.

Mr. Whisler currently is a director of Burlington Northern Santa
Fe Corporation, USAirways Group, Inc., the Brunswick
Corporation, the International Paper Company, the National
Cowboy and Western Heritage Museum, and the C.M. Russell Museum.

He is also a former member of the Business Council and the
Business Roundtable.

                        About Aleris

Aleris International, Inc. –- http://www.aleris.com/-- is in  
the business of aluminum rolled and extruded products, aluminum
recycling and specification alloy production.  In 2007 and in
prior years, the company was a recycler of zinc and manufactured
zinc metal and value-added zinc products that included zinc
oxide and zinc dust.  The company operates its business through
48 production facilities in two global segments: global rolled
and extruded products and global recycling.

For its global rolled and extruded products, Aleris has 17
production facilities that provide rolled and extruded aluminum
products to the major aluminum consuming regions worldwide.  The
company's global recycling network operates 31 strategically
located production plants, with 21 in the United States, two in
Brazil, three in Germany, two in Norway and one in each of
Mexico, Canada and the United Kingdom.  The company also has a
presence in Asia through subsidiaries located in China and Hong
Kong.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 2, 2008, Standard & Poor's Ratings Services affirmed its
ratings on Aleris International Inc., including its 'B+'
corporate credit rating.


ALERIS INTERNATIONAL: Earns US$4.3 Million in 2008 First Quarter
----------------------------------------------------------------
Aleris International, Inc. reported results for the quarter
ended March 31, 2008.

Highlights for the first quarter of 2008 incude:

    -- Sequential adjusted EBITDA from continuing operations,
       excluding special items, improved to US$79 million in the
       first quarter of 2008 from US$49 million in the fourth
       quarter of 2007 despite continued softening in the
       underlying economy

    -- Successful capacity ramp-up of 160 inch hotmill in
       Koblenz, Germany; continues our strategic expansion into
       high value-added aerospace and other end-uses

    -- Completed sale of Zinc Business for US$295 million
       allowing greater focus on aluminum business

    -- Announced five plant closings or idlings to drive
       operating cost reductions, improved productivity and to
       respond to North American demand declines
    
    -- Productivity savings and acquisition synergies totaled
       US$27 million in the quarter which more than offset
       continued commodity and general inflation

    -- Strengthened management team with the addition of Roeland
       Baan as President, Aleris Europe

    -- Pro forma adjusted EBITDA from continuing operations,
       including synergies, was US$392 million for the twelve
       months ended March 31, 2008

    -- Expanded Aleris Board of Directors with the addition of
       J. Steven Whisler, former Chairman and CEO of Phelps
       Dodge Corporation

                        Financial Results

Aleris reported first quarter 2008 revenues of US$1.6 billion
and income from continuing operations of US$0.6 million.  Income
from continuing operations includes US$55.6 million of
unrealized gains on derivative financial instruments, a US$0.6
million gain from the early extinguishment of debt, US$9.5
million in restructuring and other charges, US$6.2 million of
purchase accounting items, US$2.3 million of sponsor management
fees, and US$1.0 million of charges for non-cash stock-based
compensation.  EBITDA from continuing operations, excluding
special items, was US$79.4 million in the first quarter of 2008.

For the first quarter of 2007, Aleris reported revenues of
US$1.5 billion and a loss from continuing operations of US$44.4
million.  The loss from continuing operations includes US$64.1
million of special charges, including US$55.7 million from
purchase accounting, US$7.2 million in restructuring and other
charges, US$2.3 million of sponsor management fees, US$0.7
million of non-cash stock-based compensation and US$2.0 million
of unrealized gains on derivative financial instruments.  EBITDA
from continuing operations, excluding special items, was
US$106.5 million in the first quarter of 2007.

EBITDA from continuing operations, excluding special items,
declined to US$79.4 million in the first quarter of 2008 from
US$106.5 million in the first quarter of 2007.  The decline in
performance is due to lower year over year volumes resulting
from declining demand from the North American building and
construction and automotive industries and destocking within
certain European industries as well as reduced benefits from
metal price lag, and continued commodity cost inflation.  The
negative factors were partially offset by productivity gains and
stronger margins in Europe associated with an improving product
mix and higher pricing.

As a result of the reduced demand, the company has announced the
closure or temporary idling of production at three of its North
American rolled products facilities and two specification alloy
facilities.

Sequentially, EBITDA from continuing operations, excluding
special items, improved by US$30.0 million from US$49.4 million
in the fourth quarter of 2007 to US$79.4 million in first
quarter of 2008.  This improvement is due to the normal seasonal
profile of our volume demand despite a continued softening in
the underlying economy.

Steven J. Demetriou, Chairman and Chief Executive Officer of
Aleris, said, "Volume in both of our global business segments
continues to suffer from the recessionary conditions prevalent
in the United States as well as customer destocking in certain
European end use industries.  In response to the reduced North
American demand, we have taken aggressive actions to reposition
our asset base with the consolidation of facilities to drive
costs down, while still being able to meet our customers'
demand.  Although we have been implementing these cost reduction
initiatives with the expectation of a prolonged downturn, we
believe that these efforts will result in significantly lower
costs and higher profitability when demand strengthens."

For the three months ended March 31, 2008, the company reported
net income US$4.3 million compared to a net loss for the three
months ended march 31, 2007 of US$53.1 million.

As of March 31, 2008, total assets stood at US$5.2 billion and
total stockholder's equity of US$893 million.  At Dec. 31, 2007,
equity was at US$851 million.

A full-text copy of the company's quarterly report of Form 10-Q
for the three months ended March 31, 2008 may be viewed for free
at http://ResearchArchives.com/t/s?2c64

                         About Aleris

Aleris International, Inc. –- http://www.aleris.com/-- is in  
the business of aluminum rolled and extruded products, aluminum
recycling and specification alloy production.  In 2007 and in
prior years, the company was a recycler of zinc and manufactured
zinc metal and value-added zinc products that included zinc
oxide and zinc dust.  The company operates its business through
48 production facilities in two global segments: global rolled
and extruded products and global recycling.

For its global rolled and extruded products, Aleris has 17
production facilities that provide rolled and extruded aluminum
products to the major aluminum consuming regions worldwide.  The
company's global recycling network operates 31 strategically
located production plants, with 21 in the United States, two in
Brazil, three in Germany, two in Norway and one in each of
Mexico, Canada and the United Kingdom.  The company also has a
presence in Asia through subsidiaries located in China and Hong
Kong.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 2, 2008, Standard & Poor's Ratings Services affirmed its
ratings on Aleris International Inc., including its 'B+'
corporate credit rating.


AMERICAN AIRLINES: Hikes Fees; Cuts Flights to Offset Fuel Costs
----------------------------------------------------------------
American Airlines Inc. is charging passengers US$15 for the
first checked bag, reducing Caribbean flights and cutting
workers due to record-high fuel prices, various reports say.

Associated Press relates that the charge for the first checked
bag on round trip flights would start on June 15.  In addition,
other fees for services ranging from reservation help to
oversized bags, would be raised.

The airline said in a statement that other fees would likely
range from US$5 to US$50 per service.

According to AP, cutting of domestic flight capacity by 11% to
12% in the fourth quarter is in the works, the company has
disclosed.  Parent AMR Corp added that there would be job cuts
as a result of flight reductions.

Chairman and CEO Gerard Arpey told Radio Jamaica that New York
and Miami flights to some Caribbean places were likely
considered for the cut, adding that the air carrier could not
maintain any routes that were not profitable.

The company's first quarter fuel expense rose by 45% year over
year, while only 5% increased in its total sales.  As noted in a
press release, the price of a jet fuel climbed by more than 10%
since April 16.

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

                        *    *    *

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


AMR CORP: JPMorgan Analyst Expects Airline Bankruptcies
-------------------------------------------------------
Christopher Hinton at MarketWatch reports that Jamie Baker, an
analyst at J.P. Morgan, on Monday said U.S. airline industry
stands to post a collective US$7,200,000,000 in operating losses
in 2008.  The results would be wider than an initial forecast of
US$4,600,000,000 loss, the analyst said.

According to MarketWatch, Mr. Baker, in his research note, said
though investors, management and analysts may talk about
airlines acting collectively to reduce capacity to firm up
revenue, the reality is that they are more likely to dig in and
try to outlast each other.

MarketWatch relates the JPMorgan analyst noted that capacity
cuts have falled far short of what executives have said are
necessary.  Mr. Baker, MarketWatch says, indicated that another
round of airline bankruptcy -- even among the legacy carriers --
is a question of when rather than if.

According to the report, Mr. Baker said U.S. Airways has the
highest risk of bankruptcy, followed by Northwest Airlines,
United Air Lines' parent UAL Corp., AMR Corp., JetBlue,
Continental Airlines, AirTran, Delta Air Lines, Alaska Air Lines
and Southwest Airlines.

Mr. Baker, the report adds, said credit card companies could
pose more significant risk to airlines than debt.  He explained
the credit card companies could impose unilateral holdbacks,
which will toll on a carrier's liquidity and cash balances.

Bloomberg News on Wednesday reported that analysts at Soleil
Securities Corp. say there's a potential Chapter 11 filing by
AMR by 2009, and UAL some time after that.

                            In the Red

Except for Southwest, the major U.S. Airlines posted net losses
for the period ended March 31, 2008:

                             Net Income for Period Ended
                         -----------------------------------
                        March 31, 2008         March 31, 2007
                        --------------         --------------
   US Airways          (US$236,000,000)         US$66,000,000
   Northwest         (US$4,139,000,000)       (US$292,000,000)
   UAL                 (US$537,000,000)       (US$152,000,000)
   AMR                 (US$328,000,000)         US$81,000,000
   JetBlue               (US$8,000,000)        (US$22,000,000)
   Continental          (US$80,000,000)         US$22,000,000
   AirTran              (US$34,813,000)          US$2,158,000
   Delta             (US$6,261,000,000)        US$155,000,000
   Alaska Air           (US$24,000,000)         (US$3,700,000)
   Southwest             US$34,000,000          US$93,000,000

                        Balance Sheet at March 31, 2008
                      -----------------------------------
                      Total Assets            Total Debts   
                      ------------            -----------
   US Airways       US$8,013,000,000         US$6,435,000,000
   Northwest       US$21,032,000,000        US$17,746,000,000
   UAL             US$23,813,000,000        US$21,647,000,000
   AMR             US$28,766,000,000        US$26,277,000,000
   JetBlue          US$6,050,000,000         US$4,721,000,000
   Continental     US$12,542,000,000        US$11,071,000,000
   AirTran          US$2,198,009,000         US$1,783,470,000
   Delta           US$26,755,000,000        US$22,804,000,000
   Alaska Air       US$4,379,800,000         US$3,520,600,000
   Southwest       US$18,031,000,000        US$10,846,000,000

On April 14, Northwest announced an agreement to merge with
Delta.

United and US Airways are also in talks for a possible merger.  
Continental was initially eyed as a top merger partner for
United.

Small and medium-sized carriers have tumbled one after the other
into bankruptcy.  Aloha Airlines commenced bankruptcy
proceedings in Hawaii in March and later ceased operations.  ATA
Airlines Inc. ceased operations and filed for chapter 11
protection on April 2, and Skybus Airlines Inc. tumbled into
bankruptcy on April 5.  Frontier Airlines went belly up and
filed for chapter 11 on April 14.  EOS Airlines filed a chapter
11 petition on April 26.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger             
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.  
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 26, 2008, Standard & Poor's Ratings Services revised its
outlook on the long-term ratings on AMR Corp. (B/Negative/B-3)
and subsidiary American Airlines Inc. (B/Negative/--) to
negative from positive.  S&P also lowered its short-term rating
on AMR to 'B-3' from 'B-2' and affirmed all other ratings on AMR
and American.      


BANCO BVA: Moody's Assigns Preliminary Currency Ratings at B2
-------------------------------------------------------------
Moody's Investors Service has assigned a bank financial strength
rating of E+ to Banco BVA S.A.  At the same time, Moody's gave
the bank ratings for long- and short-term global local-currency
deposits of B2 and Not Prime, respectively.  The bank also
received long- and short-term foreign currency deposit ratings
of B2 and Not Prime.

In addition, Moody's assigned long- and short-term Brazilian
National Scale ratings of Ba1.br and BR-3, respectively, to
Banco BVA.

All ratings have stable outlook.

Moody's E+ BFSR reflects the bank's developing franchise,
following the repositioning of its business throughout 2007, as
well as the challenges inherent to this limited banking
operation in a highly competitive market.  The rating is also
constrained by the following factors: (1) a funding structure
with high client concentration and limited diversification; (2)
a small capital base; and (3) modest profitability that is yet
to be proved sustainable.

The ratings agency noted that management's strategic shift
towards short-term middle market lending and payroll loans has
resulted in fast growth of its balance sheet, albeit at the
expense of capital levels Limited capital base has resulted in
Banco BVA leveraging its origination capability by securitizing
loans in the local capital-markets.

Moody's views as positive the new management initiatives and
its commitment in revamping the bank's operations and making it
more efficient and competitive, with the support of strict risk
controls.  However, the rating agency also emphasizes the
importance of the expansion of the bank's franchise within
profitability and asset quality metrics that ensure that
earnings generation is sustainable and recurrent.  This would
benefit Banco BVA's capital base and thus, improve its
financial flexibility.  Moreover, improved corporate governance
would go far in contributing to future growth and business
sustainability, Moody's said.

The B2 global local-currency deposit rating incorporates Banco
BVA's Baseline Credit Assessment of B2, as well as Moody's
assessment of the probability that the bank would receive no
systemic support in case of stress because of its limited
market share in terms of deposits.  Support from shareholders,
although possible, can not be relied on.

These ratings were assigned:

  -- Bank Financial Strength Rating: E+
  -- Global Local-Currency Deposits, long term: B2
  -- Global Local-Currency Deposits, short term: Not Prime
  -- Foreign Currency deposits, long term: B2
  -- Foreign Currency deposits, short term: Not Prime
  -- Brazilian National Scale rating, long term: Ba1.br
  -- Brazilian National Scale rating, short term: BR-3
  -- Outlook: Stable

Banco BVA S.A. is headquartered in Rio de Janeiro, Brazil.  As
of December 2007, the bank reported BRL569 million in assets and
BRL76 million in equity.


BANCO DO BRASIL: Launches Talks for Banco Nossa Takeover
--------------------------------------------------------
Banco do Brasil SA has started negotiations for the takeover of
Banco Nossa Caixa SA.

Business News Americas relates that Banco do Brasil previously
depended on organic growth to stay the biggest bank in Brazil as
it is barred by law from acquiring or merging with other banks.  
However, the Brazilian federal government authorized Banco do
Brasil to incorporate other federal and state-owned banks in
2007.

Banco do Brasil said it proposed talks for the incorporation of
Banco Nossa, which the Sao Paulo state government approved.  The
approval has "no binding effects".

According to BNamericas, Banco do Brasil already incorporated
former Piaui state bank BEP.  Banco do Brasil could absorb
former Santa Catarina state bank Besc fully by the end of July.  
It could also incorporate federal district state bank Banco de
Brasilia.

BNamericas states that taking over Banco Nossa would give a big
boost to Banco do Brasil in terms of scale.  Banco Nossa has
BRL51.4 billion in total assets as of March 2008, while Banco do
Brasil's assets totaled BRL393 billion.

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

                           *     *     *

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


BANCO NACIONAL: Inks Loan Accord with Companhia de Saneamento
-------------------------------------------------------------
Brazilian state news agency Agencia Estado reports that Banco
Nacional de Desenvolvimento Economico e Social SA has signed a
loan accord with Companhia de Saneamento Basico do Estado de Sao
Paulo.

Business News Americas relates that Companhia de Saneamento's
loan agreement with the Banco Nacional is for BRL170 million.  
It has a 15-year term and a grace period of up to four years.

According to Agencia Estado, Companhia de Saneamento also signed
a loan agreement with Caixa Economica Federal.  BNamericas notes
that Companhia de Saneamento's loan accord with Caixa Economica
is for BRL619 million.  It has a 24-year payment deadline and a
grace period of up to five years.  The loans from Banco Nacional
and Caixa Economica total BRL789 million, Agencia Estado says.

The loans will be used in water and sewerage projects and for
integrated sanitation programs that include basic sanitation
initiatives in slums, BNamericas states.

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

                        *     *     *

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


BANCO NOSSA: Launches Takeover Talks With Banco do Brasil
---------------------------------------------------------
Banco do Brasil SA has started negotiations for the takeover of
Banco Nossa Caixa SA.

Business News Americas relates that Banco do Brasil previously
depended on organic growth to stay the biggest bank in Brazil as
it is barred by law from acquiring or merging with other banks.  
However, the Brazilian federal government authorized Banco do
Brasil to incorporate other federal and state-owned banks in
2007.

Banco do Brasil said it proposed talks for the incorporation of
Banco Nossa, which the Sao Paulo state government approved.  The
approval has "no binding effects".

According to BNamericas, Banco do Brasil already incorporated
former Piaui state bank BEP.  Banco do Brasil could absorb
former Santa Catarina state bank Besc fully by the end of July.  
It could also incorporate federal district state bank Banco de
Brasilia.

BNamericas states that taking over Banco Nossa would give a big
boost to Banco do Brasil in terms of scale.  Banco Nossa has
BRL51.4 billion in total assets as of March 2008, while Banco do
Brasil's assets totaled BRL393 billion.

Headquartered in Sao Paulo, Brazil, Banco Nossa Caixa SA --
http://www.nossacaixa.com.br/-- operates as a multiple bank
offering banking and financial services through commercial and
loan portfolios, including real estate and foreign exchange, as
well as administering credit cards. Through its subsidiary, it
operates with private pensions. Nossa Caixa uses demand, saving
and time deposits, which include judicial deposits, to fund its
operations. The main focus of Nossa Caixa is to attend
individuals, especially public employees and small and medium-
sized companies in Sao Paulo, as well as state and municipal
government agencies. As the official bank for the government of
the State of Sao Paulo, it administers the state's resources and
state lotteries and takes care of the payroll of the indirect
state administration and part of the direct administration. As
of Dec. 31, 2005, the Bank's network consisted of 2,579
attendance points in its distribution network.

                           *     *     *

In April 2008, Moody's Investors Service assigned a Ba2 foreign
currency deposit rating on Banco Nossa Caixa SA, which is
constrained by the country's foreign currency deposit ceiling.


BEAR STEARNS: Proxy Urges Shareholders to Approve JPMorgan Bid
---------------------------------------------------------------
Shareholder advisory firm Proxy Governance Inc. recommended The
Bear Stearns Companies Inc. shareholders to approve J.P. Morgan
Chase & Co.'s acquisition proposal, yet, berated Bear Stearns
executives who undermined the risks related to its liquidity,
Andrew Edwards of The Wall Street Journal reports.

"Poor oversight of inherent business risks which left the
company with few alternatives as the liquidity crisis escalated,
some of which could credibly be argued to have fueled the crisis
itself," the firm wrote, according to WSJ.  "While we do not
necessarily believe that management could have foreseen this
particular liquidity crisis, we do believe the risks to which
the company succumbed in the last two weeks of March 2008 are
recognizable, inherent risks of its business segment and its
business model, and management's culpability in failing to plan
for those risks is no less significant for their rarity."

The firm's report also indicated that the proposed transaction
will rescue shareholder value and will ensure success to the
surviving entity, Reuters recounts.

WSJ relates that the executives' notes is expected to get
US$4.3 million in severance split once the transaction is
completed.  The shareholder vote is scheduled for May 29, 2008.

As reported in the Troubled Company Reporter on March 25, 2008,
JPMorgan and Bear Stearns disclosed an amended merger agreement
regarding JPMorgan Chase's acquisition of Bear Stearns.  Under
the revised terms, each share of Bear Stearns common stock would
be exchanged for 0.21753 shares of JPMorgan Chase common stock
-- up from 0.05473 shares -- reflecting an implied value of
approximately US$10 per share of Bear Stearns common stock based
on the closing price of JPMorgan Chase common stock on the New
York Stock Exchange on March 20, 2008.

WSJ has said the amended deal values Bear Stearns at about
US$1.2 billion.  WSJ, citing data from Sanford C. Bernstein
firm, says the breakup value of Bear Stearns' continuing
business could be roughly US$7.7 billion:

     Prime Brokerage            US$3.0 billion
     Merchant Banking           US$1.3 billion
     Asset Management           US$1.3 billion
     High-Net-Worth Brokerage   US$1.0 billion
     Servicing                  US$0.6 billion
     Energy Assets              US$0.5 billion
                                ------------
                                US$7.7 billion

The Boards of Directors of both companies have approved the
amended agreement and the purchase agreement.  All of the
members of the Bear Stearns Board of Directors have indicated
that they intend to vote their shares held as of the record date
in favor of the merger.

As previously reported in the TCR, a Federal Reserve System's
US$29 billion term financing that facilitated JPMorgan's
acquisition of Bear Stearns was made to bolster the global
economy and financial system, Fed Board Chairman Ben S. Bernanke
said at a hearing before the U.S. Congress Joint Committee on
April 2, 2008.

Mr. Bernanke stated that the impact of Bear Stearns downfall
would have fazed investor confidence and would have bring into
question the stance of the thousands of Bear Stearns'
counterparties as well as other financial services firms.  He
added that the effects would have not been limited to the
financial system but would have spread to the American and world
economic system, had it not been for the aid from Federal
Reserve and the Treasury Department.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- is a leading financial   
services firm serving governments, corporations, institutions
and individuals worldwide. The company's core business lines
include institutional equities, fixed income, investment
banking, global clearing services, asset management, and private
client services.  The company has approximately 14,000 employees
worldwide.

The firm has offices in Atlanta, Boston, Chicago, Dallas,
Denver, Los Angeles, San Francisco and San Juan.  In addition to
London, the firm maintains an international presence with
offices in Beijing, Dublin, Hong Kong, Lugano, Milan, Sγo Paulo,
Shanghai, Singapore, and Tokyo.

                           *     *     *

in December 2007, Fitch Ratings' affirmed its Negative Outlook
for The Bear Stearns Companies Inc. following the announcement
of the company's fiscal year earnings for 2007.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries. Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.


BRASKEM SA: Banco Itau Submits Valuation Report
-----------------------------------------------
Banco Itau BBA S.A. has prepared an economic and financial  
valuation report of Braskem SA and the companies comprising the
petrochemical assets of the Ipiranga Group:

   (i) Companhia Petroquimica do Sul(Copesul),

  (ii) Ipiranga Petroquimica S.A.(IPQ),

(iii) Petroquimica Paulinia S.A.(PPSA), and

  (iv) Ipiranga Quimica S.A.(IQ).

As previously reported by the the Troubled Company Reporter-
Latin America, Braskem together with Petroleo Brasileiro S.A.
and Petrobras Quimica S.A. acquired Ipiranga's petrochemical
assets pursuant to an investment agreement signed last year.

To accelerate the integration of the petrochemical assets into
Braskem, the agreement was amended creating two distinct phases
in the integration of the assets.   The first phase corresponds
to the integration of the stakes held by Petrobras and
Petroquisa in the capital stock of the petrochemical assets into
Braskem through the latter's wholly owned subsidiary, Grust
Holdings S.A.

Braskem hired Banco Itau to make the Valuation Report in
connection with the potential share incorporation of Grust
Holdings.  Braskem filed with the U.S. Securities and Exchange
Commission the Report.

As summarized in the SEC filing, these are Banco Itau's
valuation of the petrochemical assets and of Braskem:

               Weighted
               Average
               Cost of        Enterprise         Economic
               Capital      Value Range (in    Value Range (in
              US$ nominal   millions of BRL)   millions of BRL)
              -----------   ----------------   ----------------
Braskem                     
Operacional       9.99%     10,638 - 11,758      6,055 - 6,693

Copesul          10.52%      4,679 – 5,172       3,422 – 3,782

IPQ
Operacional      10.73%      1,245 – 1,376       606 – 669

PPSA             10.00%        937 – 1,036         648 – 716

IQ
Operacional       n.a.         146 – 161       133 – 147

Braskem
(Consolidated)    n.a      14,969 – 16,544     9,033 – 9,983

Grust
Holdings          n.a        2,638 – 2,915     1,803 – 1,992

In the valuation for Braskem Operacional, Braskem's interests in
Copesul, IQ, and PPSA are not considered.  IQ's Economic Value
was calculated based on Comparable Companies’ Transactions
Multiples.

Braskem Operacional, Copesul, IPQ, and PPSA's Equity Value was
calculated using Discounted Cash Flow Methodology.  Main
assumptions considered in the projections of free cash flow
include:

   * The adopted macroeconomic assumptions were based on
     consensus estimates compiled and published by Banco Central
     do Brasil.

   * Projections of product and raw material prices were
     provided by an international industry specialized
     consulting firm (CMAI) for products in the international
     markets adjusted to the local market, based on the
     companies’ price history.

   * Local market demand estimate based on GDP growth
     projection, using statistical regression of historic data
     between GDP growth and local demand on petrochemical
     products.

   * Only the expansion of production capacity duly approved by
     the companies' respective boards were considered.

   * Cash Flow Projection in nominal U.S. Dollars.

   * The base date of the Free Cash Flow is December 31, 2007.
    
   * Ten-year projection period (2008 to 2017).

   * Discount rate calculated in nominal US dollars, based on:

        (i) unlevered Betas of comparable companies;

       (ii) optimal capital structure based on comparable
             companies of the sector and discussions with the
             company's management;

      (iii) country risk;

       (iv) cost of debt estimate; and
        (v) income tax and social contribution on net profit
            projected average rate.
    * Gordon's Model perpetuity growth.  Normalized free cash
      flow in perpetuity (based on the projected period
      average)– In PPSA's case, the projected period average and
      the capacity in the projection's last year were
      considered.

A full-text copy of the Valuation Report is available for free
at http://ResearchArchives.com/t/s?2c70

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

                           *     *    *

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

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


CAIXA ECONOMICA: Inks Loan Accord With Companhia de Saneamento
--------------------------------------------------------------
Brazilian state news agency Agencia Estado reports that Caixa
Economica Federal has signed a loan accord with Companhia de
Saneamento Basico do Estado de Sao Paulo.

Business News Americas relates that Companhia de Saneamento's
loan accord with Caixa Economica is for BRL619 million.  It has
a 24-year payment deadline and a grace period of up to five
years.  Agencia Estado notes that the loans from Banco Nacional
and Caixa Economica total BRL789 million.

According to Agencia Estado, Companhia de Saneamento also signed
a loan agreement with Banco Nacional de Desenvolvimento
Economico e Social SA.  BNamericas says that Companhia de
Saneamento's loan agreement with the Banco Nacional is for
BRL170 million.  It has a 15-year term and a grace period of up
to four years.

The loans will be used in water and sewerage projects and for
integrated sanitation programs that include basic sanitation
initiatives in slums, 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.


FORD MOTOR: Adjusts Production Volume; Revises Profit Outlook
-------------------------------------------------------------
Ford Motor Company said that it is making adjustments to its
production plan and revising downward its near-term North
American Automotive profit outlook, while planning further
manufacturing capacity realignments, additional cost reductions
and changes to its product mix to respond to the rapidly
changing business environment in the U.S.

The company said it is increasing 2008 North American production
of the hot-selling Ford Focus, Fusion, Edge and Escape, Mercury
Milan and Mariner, as well as the Lincoln MKZ and Lincoln MKX.  

At the same time, Ford is reducing 2008 production of large
trucks and SUVs, as gas prices soar and customers move more
quickly to smaller and more fuel-efficient cars and crossovers.

"We are continuing to make great progress on our plan," said
Ford President and CEO Alan Mulally.  "We are profitable and
growing outside of North America, and our transformation plan in
North America is working.  The challenge affecting the entire
industry is the accelerating shift in consumer demand away from
large trucks and SUVs to smaller cars and crossovers – combined
with a steep rise in commodity prices and the weak U.S.
economy."

Ford said it now plans to produce 690,000 vehicles in North
America during the second quarter, a further reduction of 20,000
units from previously announced planned production levels and a
decline of 15% from the second quarter of 2007.  The company
plans to produce between 510,000 and 540,000 units in the third
quarter, down 15 to 20% from the same period last year.  Fourth-
quarter production is expected to be between 590,000 and 630,000
units, down 2 to 8% from year-ago levels.

The second-half production plan includes higher car and
crossover production compared with a year ago and will be
achieved through overtime and added shifts at Ford's smaller car
and crossover assembly plants.  Large truck and SUV production
in the second half will be lower than a year ago, with
reductions achieved through a combination of additional
downtime, shift reductions and line-speed actions.

The lower overall production, dramatic model mix shifts and
substantially higher commodity costs are forcing a change in
Ford's near-term financial outlook, the company said.

"Rapidly rising commodity prices – particularly steel prices –
and higher gasoline prices that are accelerating consumers'
shift away from large trucks and SUVs together are having a
tremendous impact on our sales, our manufacturing operations and
our profitability as we look to 2009," said Mark Fields, Ford's
President of The Americas.

"Unless there is a fairly rapid turnaround in U.S. business
conditions, which we are not anticipating, it now looks like it
will take longer than expected to achieve our North American
Automotive profitability goal," Mulally said.  "Overall, we
expect to be about break-even companywide in 2009 – with
continued strong results in Europe and South America."

Given the external challenges, Ford said it is more critical
than ever to continue executing its transformation plan, which
includes:

    -- Aggressively restructuring to operate profitably at the
       current demand and changing model mix

    -- Accelerating the development of new products that
       customers want and value

    -- Financing the plan and improving the balance sheet

    -- Working together effectively as one team, leveraging
       Ford's global assets

"The most important thing we can do right now is to continue to
take decisive action implementing our plan to respond to the
rapidly changing business environment," Mulally said.

Ford remains on track to reduce by US$5 billion its annual North
American Automotive operating costs by the end of 2008 – at
constant volume, mix, and exchange and excluding special items –
compared with 2005.  However, further cost reductions and
recognition of anticipated retiree health care savings from
Ford's recent UAW labor agreement will be needed to offset
higher commodity costs.  Ford previously had anticipated that
ongoing retiree health care savings in 2008 would allow it to
exceed the US$5 billion target.

In addition, the company said it is planning further
manufacturing capacity realignments, as it accelerates the
introduction of more fuel-efficient small cars and crossovers.

Cash outflows associated with operating losses and employee
separations now are projected to be between US$14 billion and
US$16 billion for 2007 to 2009.  This is a deterioration
compared with previous guidance but remains better than the
original US$17 billion outflow projection.  Ford's Automotive
net liquidity remains substantial.  Total liquidity – including
available credit lines, the majority of which are in place
through Dec. 15, 2011 – was US$40.6 billion as of March 31.  
Ford said it will continue to evaluate overall liquidity and
alternatives to further improve its balance sheet.

Ford now expects 2008 U.S. industry volume, including medium and
heavy trucks, to be between 15 million and 15.4 million units.  
Ford, Lincoln and Mercury U.S. market share is expected to be
approximately 14% this year – supported by the introduction of
several new products.

"We are making great progress on the acceleration of new
products, and our initial quality is among the best in the
business," Fields said.  "The new Focus, Edge and Escape have
had significant sales growth this year, and the pace of our
product introductions accelerates even further this summer."

Production of the Ford Flex crossover and Lincoln MKS sedan is
under way and soon will begin for the new generation of the F-
150.  Ford also just introduced the 2009 Ford Escape and Mercury
Mariner small utility vehicles.  They have new 4- and 6-cylinder
engines with 11 and 20 percent more horsepower, respectively,
and 5 percent better fuel economy, thanks to new engine
technology, aerodynamic improvements and new six-speed
transmissions.  In fact, Ford now offers more vehicles with
fuel-saving six-speeds than any other automaker.

New versions of the Ford Fusion, Mercury Milan and Lincoln MKZ
mid-size cars also debut later this year, as do all-new hybrid
versions of the Fusion and Milan.

By the end of this year, 70% of all Ford, Lincoln and Mercury
products by volume in North America will be new or significantly
upgraded compared with 2006 models.  By the end of 2010, 100% of
the product lineup will be new, including the next-generation
Mustang in 2009, new fuel-saving EcoBoost engines in 2009, a new
European-engineered Transit Connect in 2009 and all-new Ford
Fiesta small car in 2010 – as well as several other vehicles not
yet announced.

As an example of working together and leveraging its global
assets, Ford said that it is accelerating even further the North
American introduction of many of the small cars and crossovers
that the company profitably sells today in Europe and South
America.

"We remain absolutely committed to creating an exciting, viable
Ford going forward – and to transforming Ford into a lean global
enterprise delivering profitable growth over the long term,"
Mulally said.  "We continue to make progress on every element of
our plan, and we are taking steps in the near term to ensure our
long-term success."

Based in Dearborn, Michigan, Ford Motor Company (NYSE:F) --
http://www.ford.com/-- manufactures or distributes automobiles  
in 200 markets across six continents.  With about 244,000
employees and about 90 plants worldwide, the company's core and
affiliated automotive brands include Ford, Lincoln, Mercury,
Volvo, Mazda, and, until completion of their sale, Jaguar and
Land Rover.  The company provides financial services through
Ford Motor Credit Company.

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


FORD MOTOR: S&P Keeps B Rating; Outlook Revised to Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Ford
Motor Co. and related entities, including Ford Motor Credit Co.  
and FCE Bank PLC, to negative from stable.  At the same time, we
affirmed the 'B' long-term and 'B-3' short-term ratings on Ford
and Ford Credit, and the 'B+/B-3' ratings on FCE.

The outlook change reflects heightened concerns about industry
challenges in North America after Ford revised upward the amount
of cash it expects to use from its global automotive operations
over the next two years and said it no longer expects to return
the automotive business to profitability by 2009.

"The negative outlook should be understood to mean that we could
place our ratings on CreditWatch at any time and subsequently
lower them," said Standard & Poor's credit analyst Robert
Schulz, "given the possibility of further adverse developments
in the severely challenged North American auto sector."
Reflecting the weaker prospective cash flows, Ford also said it
plans to take a fixed-asset impairment in the second quarter,
but did not disclose the size of the expected charge.

Ford said it expects a cumulative global automotive cash outflow
of between US$14 billion and US$16 billion, including the cost
of employee separations, from 2007 through 2009 compared to
earlier guidance of between US$12 billion and US$14 billion.
Ford had previously reduced its cash use guidance from US$15
billion to US$17 billion after making progress on its cost
structure.  However, sluggish U.S. light-vehicle demand and, in
particular, the shift away from the more profitable SUVs and
pickups, which accelerated in April, will result in greater cash
use.  Sharply higher costs for steel and other raw materials
represent another industry concern.

S&P previously estimated that Ford would use US$8 billion to
US$10 billion of cash in its global automotive operations,
including cash restructuring expenses, during 2008.  This
remains our expectation, but we are now concerned that cash use
could improve only moderately in 2009.  S&P expects the company
to move to a net debt position (debt in excess of cash at the
parent level) in 2008.

Standard & Poor's believes Ford's liquidity remains adequate
despite the prospective cash use and ongoing restructuring
efforts.  But if lower-than-expected U.S. light-vehicle sales
persist through 2009 or higher fuel prices cause an even
more dramatic shift away from light trucks, Ford's liquidity
could reach undesirable levels by late 2009.  This could occur
even if Ford continues to make progress on its turnaround
program in North America and auto operations outside North
America remain improved contributors.

The ratings on Ford, including the 'B' corporate credit rating,
reflect the multiple challenges the company faces in stemming
cash losses from its North American automotive operations. These
challenges include overcapacity, fierce competition, adverse
customer shifts away from more profitable vehicle segments, and
sliding demand because of the weak U.S. economy.  S&P expects
U.S. light-vehicle sales to be 14.8 million units in 2008, the
lowest in a decade and down from 16.1 million units in 2007.
Ford also continues to lose market share in the U.S., although
much of its share loss in the past year resulted
from deliberate reductions in sales to daily rental fleets. More
recently, Ford's market share has been affected by the customer
shift toward car segments in which it has a smaller share.

Ford's response to these challenges is a multiyear restructuring
plan involving additional cost-cutting and capacity reductions.
Ford said it will pursue further capacity reductions at its
light-truck plants in response to eroding demand for SUVs and
pickups.  As with past restructuring efforts, the ultimate
success depends largely on whether the company can stabilize its
market share at a level consistent with its future capacity.
Product mix shifts add another layer of complexity, as it
remains difficult and costly to convert light-truck capacity to
car or crossover utility vehicle capacity.

Separately, Ford also said that it is neutral on the tender
offer by Kirk Kerkorian's Tracinda Corp., which would increase
Tracinda's equity stake to about 5.6% from the current 4.7%.  
This is not currently a factor in our ratings because we do not
believe it portends a major shift in Ford's turnaround strategy.

Ford's outlook is negative.  S&P could place our ratings on
CreditWatch at any time and subsequently lower them, given the
possibility of further adverse developments in the severely
challenged North American auto sector.  For example, if lower-
than-expected U.S. light-vehicle sales persist through 2009
or higher fuel prices cause an even more dramatic shift away
from light trucks, Ford's liquidity could reach undesirable
levels by late 2009.  This could occur even if Ford continues to
make progress on its turnaround program in North America and
auto operations outside North America remain improved
contributors.

S&P do not expect to revise the outlook back to stable within
the next year, given the economic outlook, ongoing turnaround
plan execution risk, and potential pressure on liquidity.  
Longer term, we could consider a stable outlook if industry
conditions stabilize and Ford is able to significantly reduce
its cash burn heading into its 2010 retiree health care savings.

Based in Dearborn, Michigan, Ford Motor Company (NYSE:F) --
http://www.ford.com/-- manufactures or distributes automobiles  
in 200 markets across six continents.  With about 244,000
employees and about 90 plants worldwide, the company's core and
affiliated automotive brands include Ford, Lincoln, Mercury,
Volvo, Mazda, and, until completion of their sale, Jaguar and
Land Rover.  The company provides financial services through
Ford Motor Credit Company.

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


FORD MOTOR: Declining Demand Prompts Moody's to Hold Ratings
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Ford Motor
Company following the company's announcement that declining
demand in the US market and the ongoing shift in consumer
preference away from trucks and SUVs will result in an operating
loss during 2009, and require further restructuring initiatives.

As a result, Ford estimates that the cash outflow for the period
of 2008 through 2009 will worsen by US$2 billion - from US$10-
US$12 billion to US$12-US$14 billion.  The ratings affirmed
include:

   -- B3 - Corporate Family Rating;
   -- B3 - Probability of Default;
   -- Ba3 - secured credit facility;
   -- Caa1 senior unsecured debt rating; and
   -- SGL-1 Speculative Grade Liquidity rating.

The rating outlook remains stable.

The rating affirmation and stable outlook reflect Moody's view
that Ford's gross liquidity of US$40.6 billion at March 31,
2008, which consists of US$28.7 billion in cash and securities
and US$11.9 billion in committed credit facilities, should
enable the company to adequately fund this larger cash outflow.

"One of the key challenges facing Ford and the other domestic
auto manufacturers is maintaining sufficient liquidity to fund
the large cash outflows that will occur during 2008 and 2009,"
Bruce Clark, Senior Vice President of Moody's said.  Once they
get to 2010, the domestic OEM's should begin to benefit from
significant cash savings associated with the UAW-managed health
care program."  "Of the domestic OEMs, Ford has the most robust
liquidity position to fund the cash requirements it is likely to
face during the next two years," Clark went on to say.

Notwithstanding this substantial liquidity position, Ford's
operating performance and credit metrics will remain very weak,
and the company's overall operating and financial profile will
be consistent with a rating in the low single-B category based
on the rating factors contained in Moody's Rating Methodology
for the Global Automotive Industry.  Moody's also notes that
over the coming two years Ford will face considerable cash
requirements that will significantly reduce its current US$40.6
billion in liquidity.  These requirements will include: the
approximately US$13 billion in operating losses and
restructuring expenditures; ongoing minimum levels of cash
required to fund intra-month working capital requirements that
can approximate 5%-6% of revenues in the automotive OEM sector;
debt repayments of approximately US$1.5 billion; UAW-related
VEBA contributions of US$2.8 billion; pension contributions;
sizable payments to Ford Motor Credit Company that will bring
Ford's subvention payment terms with its finance operation more
in line with industry norms; and the possibility that the pace
of cash outflow could increase if the operating environment in
the US continues to worsen.  A moderate offset to these outflows
will be approximately US$2.3 billion in proceeds for the sale of
Land Rover and Jaguar.

Despite Ford's likely ability to fund these significant cash
requirements during 2008 and 2009, it will remain critical for
the company to make sufficient progress in reestablishing the
competitiveness of its operating model during this period and to
adequately adjust to lower demand and mix shift in the US.  Key
areas will include: maintaining US market share above 14%, and
accelerating the successful launch of cars and crossover
vehicles and building the profitability of these vehicles.
Absent evidence of steady progress in these areas, Ford's rating
could come under pressure later in 2008.  The rating could also
be pressured by the prospect of continued escalation in US
gasoline prices or by US retail shipment levels remaining below
16 million units for 2009.

Ford Motor Company, headquartered in Dearborn, Mich., is a
leading global automotive manufacturer.

Based in Dearborn, Michigan, Ford Motor Company (NYSE:F) --
http://www.ford.com/-- manufactures or distributes automobiles  
in 200 markets across six continents.  With about 244,000
employees and about 90 plants worldwide, the company's core and
affiliated automotive brands include Ford, Lincoln, Mercury,
Volvo, Mazda, and, until completion of their sale, Jaguar and
Land Rover.  The company provides financial services through
Ford Motor Credit Company.

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


GENERAL MOTORS: Adequate Liquidity Cues S&P to Keep B Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 17, 2008, as a result of the strike
at American Axle & Manufacturing Holdings Inc.  The outlook on
GM is negative.

At the same time, S&P raised our issue-level rating on GM's
senior unsecured notes to 'B' (the same as the corporate credit
rating on the company) from 'B-', and assigned recovery ratings
of '4', indicating the expectation for average (30% to 50%)
recovery in the event of a payment default.  The rating actions
reflect the extension of our recovery ratings to all
speculative-grade unsecured debt issues.

The rating affirmation reflects our view that GM's liquidity is
currently adequate, taking account of the company's negative
cash use in North America and ongoing restructuring efforts.
However, "The negative outlook should be understood to mean that
we could place the ratings on CreditWatch at any time and
subsequently lower them," said Standard & Poor's credit analyst
Robert Schulz, "given the possibility of further adverse
developments in the severely challenged North American auto
sector."  A primary example would be GM's inability to manage
lower-than-expected U.S. light-vehicle sales through 2009,
along with more dramatic and accelerated shifts away from light
trucks, which could push GM's liquidity toward undesirable
levels.  This could occur even if GM continues to make progress
on its turnaround program in North America and auto operations
outside North America remain improved contributors.

The ratings on GM reflect primarily the risks and lack of
visibility related to the company's North American automotive
operations.  GM faces two very serious challenges in the North
American market: weak industry demand in 2008 and possibly 2009,
and adverse customer shifts away from more profitable vehicle
segments.  These negative developments are coming as GM is in
the midst of addressing its high cost structure and improving
its product mix in North America.  S&P expects U.S. light-
vehicle sales to be about 14.8 million units in 2008, the lowest
in more than a decade and down from 16.1 million units in
2007.  GM also continues to lose market share in the U.S.,
although much of its share loss in the past year resulted from
deliberate reductions in sales to daily rental fleets.  More
recently, GM's market share has been affected by the shift
toward car segments in which it has a smaller share.

GM's response to these challenges is a multiyear restructuring
plan, a major element of which is the four-year labor contract
reached last fall with the United Auto Workers.  S&P considers
the UAW contract to be a substantial long-term positive
development for GM's turnaround efforts in North America, and we
believe GM has traction on its broader cost-reduction plan.
However, the large retiree health care cost savings from the
contract do not begin to accrue until 2010, and as with past
restructurings, the ultimate success of the turnaround plan
depends largely on whether the company can stabilize its market
share at a level consistent with its future capacity.

In the interim, GM will continue to use substantial cash in its
automotive operations in 2008, and likely in 2009.  The causes
of this include deteriorating volume and mix in North America
and cash restructuring costs.

The automotive finance and insurance operations of 49%-owned
GMAC LLC are expected to remain profitable in 2008, albeit at
lower levels than in past
years.  But GMAC's Residential Capital LLC mortgage unit has had
very poor results recently, and this will continue to depress
GM's net income.  S&P's lowering of GMAC's and Residential
Capital's ratings had no effect on the ratings on GM.  GM is not
required to support Residential Capital, but is offering to
backstop a portion (estimated at US$367 million) of a US$750
million first-loss position in a US$3.5 billion secured facility
offered to Residential Capital by GMAC.  Although manageable,
this is a contingent call on GM's liquidity.  A default by
Residential Capital would not directly affect any of
GM's financing agreements.  Under the terms of the sale of a
majority stake in GMAC in late 2006, GM agreed to forgo
dividends from GMAC for a period of time, so we already had no
expectation that GMAC would make cash payments to GM.

On various important labor fronts, we are concerned about the
difficulties that bankrupt supplier Delphi Corp. has experienced
in emerging from bankruptcy.  S&P still do not expect the
comprehensive costs to GM of resolving its exposure to Delphi to
strain GM's liquidity, even if GM does not receive any cash
consideration upon Delphi's emergence.  S&P would reassess this
view if GM found it necessary to fund any significant portion of
Delphi's eventual emergence with cash beyond the ongoing plant
and wage subsidies GM has agreed to provide.  Separately, the
US$200 million that GM has agreed to pay to American Axle to
defray a portion of the costs of American Axle's labor
settlement is another diversion of cash outside GM, but does not
affect GM's rating.  GM has also eliminated the potential for
labor disruptions this fall in Canada with the recently
concluded preliminary agreement with the Canadian Auto Works
union well in advance of the contract expiration.

GM's outlook is negative.  S&P do not expect to revise the
outlook to stable within the next year, given the economic
outlook, ongoing turnaround plan execution risk, and pressure on
liquidity.  Longer term, S&P could consider a stable outlook if
industry conditions stabilize and GM is able to significantly
reduce its cash burn heading into its 2010 retiree health care
savings.

S&P do not expect GM to provide any significant capital to GMAC
or indirectly to Residential Capital, nor is GM required to do
so.  In addition, S&P do not believe there are any rating
triggers or other mandatory calls on GM's cash caused by a GMAC
or Residential Capital downgrade or in the event that
Residential Capital were to default.

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.


NRG ENERGY: Calpine Discloses Receipt of Merger Proposal
--------------------------------------------------------
Calpine Corporation on Wednesday confirmed that on May 14, 2008,
it received an unsolicited proposal from NRG Energy, Inc.
regarding a potential combination between Calpine and NRG.

The terms of NRG's proposal included an all-stock merger
transaction at a fixed exchange ratio of 0.534x, which implies a
premium of 6.7% based on the closing prices of both companies'
stocks as of May 21, 2008.

Consistent with its fiduciary duties and in consultation with
its financial advisor and legal counsel, Calpine's Board of
Directors will continue to review the NRG proposal to determine
if it is in the best interest of Calpine's shareholders.  
Calpine said that its shareholders need not take any action at
this time.

Goldman Sachs & Co is serving as financial advisor to Calpine,
and Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel.

                          About Calpine

Calpine Corporation --  http://www.calpine.com/-- (NYSE:CPN)
is helping meet the needs of an economy that demands more and
cleaner sources of electricity.  Founded in 1984, Calpine is a
major U.S. power company, currently capable of delivering nearly
24,000 megawatts of clean, cost-effective, reliable, and fuel-
efficient electricity to customers and communities in 18 states
in the United States.  The company owns leases and operates low-
carbon, natural gas-fired, and renewable geothermal power
plants.  Using advanced technologies, Calpine generates
electricity in a reliable and environmentally responsible manner
for the customers and communities it serves.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S.
states and in three Canadian provinces.  The company also has
Italy, Luxembourg and the United Kingdom.

The company and its affiliates filed for chapter 11 protection
on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  
Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward
Sassower, Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP
represented the Debtors in their succesful restructuring.  
Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP,
represented the Official Committee of Unsecured Creditors.

On Feb. 3, 2006, two more affiliates, Geysers Power Company,
LLC, and Silverado Geothermal Resources, Inc., filed voluntary
chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-
10198).  On Sept. 20, 2007, Santa Rosa Energy Center, LLC,
another affiliate, also filed a voluntary chapter 11 petition
(Bankr. S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of January 31, 2008.

                           About NRG

NRG Energy, Inc. -- http://www.nrgenergy.com/-- (NYSE:NRG) owns  
and operates a diverse portfolio of power generating facilities,
primarily in Texas and the Northeast, South Central and West
regions of the United States.  Its operations include baseload,
intermediate, peaking, and cogeneration and thermal energy
production facilities.  NRG also has ownership interests in
generating facilities in Australia, Brazil and Germany.


NRG ENERGY: Confirms Calpine's Disclosure on Proposal
-----------------------------------------------------
In light of the disclosure of the terms of its offer by Calpine
Corporation, NRG Energy, Inc. confirmed its proposal to enter
into a combination with Calpine Corporation.

In a letter dated May 14, 2008, NRG proposed to purchase all of
Calpine's outstanding capital stock in an all stock transaction.

The proposed fixed exchange ratio would be 0.534 NRG shares
which represents approximately US$23 per Calpine share as of May
14, 2008.  This offer represents a 16% premium to the May 13,
2008 closing price and approximately 20% to the 30-day trading
average for Calpine stock price at that time.

"The combined company would be the culmination of what we in
this industry have aspired to become," said David Crane,
President and Chief Executive Officer, NRG Energy.  "We look
forward to working with Calpine to demonstrate the full
potential of the benefits enumerated in our letter for our
respective shareholders. This is, quite simply, the right deal,
at the right point in time, between the right partners."

                          About Calpine

Calpine Corporation --  http://www.calpine.com/-- (NYSE:CPN)
is helping meet the needs of an economy that demands more and
cleaner sources of electricity.  Founded in 1984, Calpine is a
major U.S. power company, currently capable of delivering nearly
24,000 megawatts of clean, cost-effective, reliable, and fuel-
efficient electricity to customers and communities in 18 states
in the United States.  The company owns leases and operates low-
carbon, natural gas-fired, and renewable geothermal power
plants.  Using advanced technologies, Calpine generates
electricity in a reliable and environmentally responsible manner
for the customers and communities it serves.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S.
states and in three Canadian provinces.  The company also has
Italy, Luxembourg and the United Kingdom.

The company and its affiliates filed for chapter 11 protection
on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  
Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward
Sassower, Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP
represented the Debtors in their succesful restructuring.  
Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP,
represented the Official Committee of Unsecured Creditors.

On Feb. 3, 2006, two more affiliates, Geysers Power Company,
LLC, and Silverado Geothermal Resources, Inc., filed voluntary
chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-
10198).  On Sept. 20, 2007, Santa Rosa Energy Center, LLC,
another affiliate, also filed a voluntary chapter 11 petition
(Bankr. S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of January 31, 2008.

                           About NRG

NRG Energy, Inc. -- http://www.nrgenergy.com/-- (NYSE:NRG) owns  
and operates a diverse portfolio of power generating facilities,
primarily in Texas and the Northeast, South Central and West
regions of the United States.  Its operations include baseload,
intermediate, peaking, and cogeneration and thermal energy
production facilities.  NRG also has ownership interests in
generating facilities in Australia, Brazil and Germany.


NRG ENERGY: S&P Puts B+ Credit Rating Under Negative Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on NRG Energy Inc. on CreditWatch with negative
implications and its 'B' corporate credit rating on Calpine
Corp. on CreditWatch with positive implications.

These rating actions follow the disclosure that NRG's board, via
a private letter to the Calpine board, made an all-stock offer
to purchase 100% of the outstanding shares of Calpine at an
exchange ratio of 0.534 shares of NRG for each share of Calpine.
It is not clear how long it would take before a formal
transaction is agreed upon, if at all.  However, NRG's letter to
Calpine's board says that NRG anticipates it will be able to
conduct its further necessary confirmatory due diligence within
a three-week period.

"Although formal discussions between the two companies are just
commencing and the terms of the deal could change, based on the
current all-stock proposal, we think that NRG's acquisition of a
much less hedged and more leveraged Calpine would likely result
in the combined company being rated either 'B+' or 'B'," said
Standard & Poor's credit analyst Swami Venkataraman.  "However,
the transaction has both strengths and weaknesses that may
potentially drive ratings outside this range, although we
consider that an unlikely outcome at this stage."

The most important determinant of the final rating outcome is
the deal's final financing structure and our view of the
financial performance of the combined company.  The all-stock
transaction structure currently proposed is clearly the least
detrimental to NRG's credit quality, but the final transaction
structure is uncertain. In its press release, Harbinger Capital
called the offer a "good starting point."  If NRG agrees to a
significantly higher valuation for Calpine, the dilution implied
by an all-stock transaction may be unacceptable to NRG's
shareholders and a final deal may potentially involve
incremental debt.

Under the terms of Calpine's exit financing, change of control
is an event of default.  Thus, an acquisition by NRG could
require refinancing or repricing of Calpine's debt, which was
committed before the credit crunch and carries attractive
pricing compared to current market conditions.  An increased
cost of borrowing of about US$6 billion of Calpine's emergence
financing would be a credit negative.

NRG Energy, Inc. -- http://www.nrgenergy.com/-- (NYSE:NRG) owns  
and operates a diverse portfolio of power generating facilities,
primarily in Texas and the Northeast, South Central and West
regions of the United States.  Its operations include baseload,
intermediate, peaking, and cogeneration and thermal energy
production facilities.  NRG also has ownership interests in
generating facilities in Australia, Brazil and Germany.


SPECTRUM BRANDS: Sells Pet Biz to Salton Inc. for US$692MM Cash
---------------------------------------------------------------
Spectrum Brands signed a definitive agreement with Salton Inc.
and its subsidiary, Applica Pet Products LLC, for the sale of
its Global Pet Business for US$692.5 million in cash and an
aggregate principal amount of the company's subordinated debt
securities equal to US$222.5 million less an amount equal to
accrued and unpaid interest on such subordinated debt securities
since the dates of the last interest payments thereon, which,
depending on when the closing occurs, could be an amount of up
to approximately US$6.5 million.

Under and subject to the terms of the agreement, Salton will pay
the company US$692.5 million of the purchase price in cash and
will surrender a principal amount of the company's Variable Rate
Toggle Senior Subordinated Notes due 2013, also referred to as
PIK Notes, equal to US$98 million less an amount equal to
accrued and unpaid interest, and a principal amount of the
company's 7-3/8% Senior Subordinated Notes due 2015 equal to
US$124.5 million less an amount equal to accrued and unpaid
interest.

Additionally, the agreement between the parties provides that if
the adjusted EBITDA derived from the 2007 audited financial
statements of the Global Pet Business is more than US$3 million
less than US$92.9 million, the purchase price will be reduced by
a multiple of 10 times the incremental difference.  These
audited segment level results are required to be delivered to
Salton prior to the close of the sale.

The company does not believe, based on available information,
that any purchase price adjustment related to the audited
adjusted EBITDA will be required.  In addition, the purchase
price is subject to adjustment for changes in working capital
prior to closing and certain expenses incurred in connection
with the sale.

In the event of any purchase price increase as a result of such
adjustments, the proportion of the purchase price that is paid
in cash may be increased.  Funding for the transaction will be
provided by an equity investment to Salton provided by Harbinger
Capital Partners Master Fund I Ltd. and Harbinger Capital
Partners Special Situations Fund L.P., the controlling
stockholders of Salton.

Consistent with its communicated strategies, the company will
apply the net cash proceeds from the sale to pay down a portion
of its ABL facility and other senior bank facilities in
accordance with the company's debt agreements.

"The sale of our Global Pet Supply business for a full and fair
value is a critical step toward achieving one of our key
priorities, improving the overall capital structure of this
company," Kent Hussey, chief executive officer, said.  "We
estimate that this transaction will decrease our total leverage
ratio of approximately 8.5 as of March 30, 2008 to approximately
7.8 on a pro forma basis and will provide greater flexibility to
our remaining core businesses."

"Additonally, we estimate that this transaction will decrease
our senior leverage ratio from approximately 5.0 as of March 30,
2008, to approximately 4.0 on a pro forma basis," Mr. Hussey
said.  "The company also estimates that its annualized cash
interest expense will be reduced by approximately $70 million as
a result of this transaction."

Subject to approval of its senior lenders and certain regulatory
and other statutory notices and filings, the company expects the
transaction to close by the end of August 2008.

Sutherland acted as legal advisor to the company and Skadden
Arps Slate Meagher Flom LLP also provided certain legal advice
to the company in connection with the transaction.  Goldman,
Sachs & Co. is acting as the company's financial advisor.

                        About Salton Inc.

Headquartered in Lake Forest, Illinois, Salton Inc. --
http://www.saltoninc.com/--  (NYSE:SFP) designs, markets and  
distributes branded, high-quality small appliances, home decor
and personal care products.  Its product mix includes a range of
small kitchen and home appliances, electronics for the home,
time products, lighting products, picture frames and personal
care and wellness products.

                      About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of     
consumer batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insect
control products, personal care products and portable lighting.

The company's European unit, Rayovac Europe GmbH, is
headquartered in Sulzbach, Germany.  Outside the United States,
the company also has manufacturing facilities in Brazil,
Columbia and China.


SPECTRUM BRANDS: Salton Deal Prompts Fitch to Hold Ratings
----------------------------------------------------------
Following the announcement that Spectrum Brands has signed a
definitive agreement with Salton, Inc. for the sale of its
Global Pet Business for approximately US$692.5 million in cash
and an aggregate principal amount of Spectrum's subordinated
debt securities equal to US$222.5 million, Fitch affirms
Spectrum Brands, Inc. ratings as:

-- Issuer Default Rating at 'CCC';

-- US$1 billion term loan B at 'B/RR1';

-- US$225 million ABL at 'B/RR1';

-- EUR350 million term loan at 'B/RR1';

-- US$700 million 7.4% senior sub note at 'CCC-/RR5';

-- US$2.9 million 8.5% senior sub note at 'CCC-/RR5';

-- US$347 million 11.25% variable rate toggle senior sub note
    at 'CCC-/RR5'

The Rating Outlook is Negative.

The ratings reflect SPC's high leverage and thin coverage
metrics on a pro-forma basis despite the significant decline in
debt levels expected upon the transaction close.  On a pro-forma
last 12-month basis adjusting for the Lawn & Garden segment
which is now being recorded as part of continuing operations,
leverage would improve modestly to 8.4 times from approximately
8.9x at March 31, 2008 and interest coverage on an EBITDA basis
will remain basically flat at 1.25x.  Overall, the change in
credit metrics shows marginal improvement.  Further, Pet
represents approximately a third of EBITDA before corporate
overhead and is a steady year-round performer which improves the
company's earnings quality.  

While the remaining businesses have offsetting seasonality, the
company's business profile is not as strong with the sale of the
Pet segment, in Fitch's view.  The rating takes into account
Spectrum's adequate liquidity, more financial flexibility within
its indenture covenants, and an expectation that operations in
the remaining businesses will be sustained.

The Negative Outlook encompasses the deterioration in financial
and credit protection measures since 2005, a modest increase in
business risk with this transaction, and the potential that
other actions may take place as the company executes its plans
to improve its capital structure, which may include other asset
sales.  Fitch will be reviewing Spectrum's performance over the
summer and holiday season to gain a better understanding of the
company's profitability and cash flow going forward.

Spectrum is a global branded consumer products company with
operations in seven product categories: consumer batteries; lawn
and garden; pet supplies; electric shaving and grooming;
household insect control; electric personal care products; and
portable lighting.

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of     
consumer batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insect
control products, personal care products and portable lighting.

The company's European unit, Rayovac Europe GmbH, is
headquartered in Sulzbach, Germany.  Outside the United States,
the company also has manufacturing facilities in Brazil,
Columbia and China.


SPECTRUM BRANDS: Salton Deal Cues S&P to Put Ratings Under Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Atlanta-based Spectrum Brands Inc., including the 'CCC+' long-
term corporate credit rating, on CreditWatch with positive
implications.  The CreditWatch status indicates that S&P could
either raise or affirm the ratings following the completion of
its review.  Approximately US$2.6 billion of debt was
outstanding as of March 30, 2008.
     
"The rating action follows the company's announcement that it
has signed a definitive agreement with Salton Inc. and its
wholly owned subsidiary, Applica Pet Products LLC, to sell
Spectrum's global pet business for US$915 million in total or a
10x EBITDA multiple," said Standard & Poor's credit analyst
Patrick Jeffrey.  

S&P expects the transaction to improve the company's leverage to
about 8x from the mid-8x area and enhance financial flexibility.  
In addition, the company has demonstrated operating and
liquidity improvement over the past several quarters.  However,
the sale of Spectrum's pet business will result in a less
diversified business portfolio.  Spectrum Brands is a leading
global branded consumer products company with brands that
include Rayovac and Remington.
   
Standard & Poor's will meet with management to discuss the
impact of this transaction on the company's business profile,
capital structure, and liquidity.  S&P are unlikely to raise the
corporate credit rating more than one notch as a result of this
review.

Headquartered in Atlanta, Georgia, Spectrum Brands, Inc. is a
global consumer products company with a diverse product
portfolio including consumer batteries, lawn and garden,
electric shaving and grooming, and household insect control.
Spectrum reported sales of US$2 billion for the twelve months
ended March 2008.

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of     
consumer batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insect
control products, personal care products and portable lighting.

The company's European unit, Rayovac Europe GmbH, is
headquartered in Sulzbach, Germany.  Outside the United States,
the company also has manufacturing facilities in Brazil,
Columbia and China.


SPECTRUM BRANDS: Salton Deal Prompts Moody's to Review Ratings
--------------------------------------------------------------
Moody's Investors Service placed the Caa1 corporate family
rating and Caa1 probability of default rating of Spectrum Brands
under review following the announcement that Spectrum has
entered into a definitive agreement to sell its Global Pet
business to Applica Pet Products, a subsidiary of Salton, Inc.,
for over US$900 million.

"The combination of high leverage, declining operating
performance trends, and limited financial flexibility are the
principal constraints on Spectrum's rating" said Kevin Cassidy,
Vice President/Senior Credit Officer at Moody's Investors
Service.  At the same time, product diversification and the
general stability of the Global Pet division, which has helped
offset the decline in the Home and Garden and Global Batteries
and Personal Care businesses, support Spectrum's ratings.

"While the transaction may arguably diminish the company's
credit profile due to the sale of its most stable business, it
should improve Spectrum's financial flexibility as secured debt
will be reduced by close to US$700 million, resulting in a
reduction of both senior leverage (a little less than 1 turn)
and total leverage (about .5 turns) and increased head room
under financial covenants" noted Cassidy.  The transaction
should also improve the company's liquidity profile as it will
pay down a portion of its US$300 million ABL facility.

The review will focus on the company's strategy to reverse the
negative operating trends over the past couple of years
(notwithstanding recent improvements) in its Home and Garden and
Global Batteries and Personal Care businesses and possible
strategic capital structure alternatives.  If the transaction
closes without any material modifications, the ratings on the
secured credit facility (term loan and synthetic letter of
credit) and the ratings on both tranches of subordinated debt
would likely be affirmed or possibly upgraded.  Moody's said an
upgrade to the instrument ratings may occur if the CFR and PDR
are affirmed due to the change in the capital structure with a
significant decrease in secured debt relative to unsecured debt.
The LGD assessments are also subject to change, the direction of
which is uncertain.

Ratings on review for possible downgrade:

   -- Corporate family rating at Caa1;
   -- Probability of default rating at Caa1;

Ratings affirmed:

   -- US$700 million 7.375% senior subordinated bonds due 2015
      at Caa3 (LGD 5, 83%);

   -- US$350 million variable rate toggle senior subordinated
      notes due 2013 at Caa3 (LGD 5, 83%);

   -- US$1.55 billion senior secured revolving credit facility
      due 2013 at B2 (LGD 2, 29%);

   -- US$50 million synthetic letter of credit facility due 2013
      at B2 (LGD 2, 29%)

Headquartered in Atlanta, Georgia, Spectrum Brands, Inc. is a
global consumer products company with a diverse product
portfolio including consumer batteries, lawn and garden,
electric shaving and grooming, and household insect control.
Spectrum reported sales of US$2 billion for the twelve months
ended March 2008.

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of     
consumer batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insect
control products, personal care products and portable lighting.

The company's European unit, Rayovac Europe GmbH, is
headquartered in Sulzbach, Germany.  Outside the United States,
the company also has manufacturing facilities in Brazil,
Columbia and China.


SPECTRUM BRANDS: Not In Talks for Sale of Home and Garden Biz
-------------------------------------------------------------
Spectrum Brands, Inc., currently is not involved in on-going
discussions with potential purchasers of its Home and Garden
Business.

Spectrum Brands issued the statement in its reply to an inquiry
by the staff of the Securities and Exchange Commission regarding
matter reported in the company's Form 10-K for the fiscal year
ended September 30, 2007, filed December 14, 2007; Form 10-Q for
the fiscal quarter ended December 30, 2007; and Form 8-K dated
February 7, 2008.

In its letter to the Company dated February 22, 2008, the SEC
staff asked the company to explain, among others, its planned
divestiture of its Home and Garden Business.

Spectrum Brands related that it engaged independent investment
advisors to assist it in exploring possible strategic options,
including divesting certain assets, to sharpen the Company's
focus on strategic growth businesses, reduce outstanding
indebtedness and maximize long-term shareholder value.  During
the first quarter of Fiscal 2007, the company approved and
initiated a plan to sell the Home and Garden Business.

During the first and second quarters of Fiscal 2007, the Company
engaged in substantive negotiations with a potential purchaser
as to definitive terms for the purchase of the Home and Garden
Business; however, the potential purchaser ultimately determined
not to pursue the acquisition.  The Company continued to
actively market the Home and Garden Business after such time,
however, the Fiscal 2007 selling season for lawn and garden and
household insect control product offerings was significantly
negatively impacted by extremely poor weather conditions
throughout the United States, resulting in poor operating
performance of the Home and Garden Business.  In addition,
during the fourth quarter of Fiscal 2007 there was an
unforeseen, rapid and significant tightening of liquidity in the
U.S. credit markets.  This tightening of liquidity within the
credit markets had a direct impact on the expected proceeds that
the Company would ultimately receive in connection with a sale
of the Home and Garden Business.

To address these issues, during the fourth quarter of Fiscal
2007, the company, with assistance from its independent
investment advisors, reassessed the value of the Home and Garden
Business to take into account the changes in the credit markets
and the weaker than planned operating performance during the
Fiscal 2007 selling season so as to ensure that the Home and
Garden Business was being marketed at a price that was
reasonable in relation to its current fair value.  The
reassessment by the company, with assistance from its
independent investment advisors, produced a lower range of
expected sales values than was previously determined.

As a result of the reassessment, the Company recorded an
impairment charge against the Home and Garden Business during
the fourth quarter of Fiscal 2007 to reflect its fair value as
determined by the Company with assistance from its independent
investment advisors.  Subsequent to taking the impairment
charge, and thereby revising expectations of the proceeds that
will ultimately be received upon a sale of the Home and Garden
Business, the Company continued to be in active discussions with
various potential purchasers.

In its inquiry, the SEC staff also asked the company to explain
the redemption feature related to the Variable Rate Toggle
Senior Subordinated Notes due 2013 the Company issued.

Spectrum Brands explained the Variable Rate Toggle Senior
Subordinated Notes due October 2, 2013, as well as its Senior
Subordinated Notes due February 1, 2015, and its Senior
Subordinated Notes due October 1, 2013, contain certain
provisions that require the Company to make an offer to
repurchase the notes for a specified redemption price upon the
occurrence of a change in control.  Spectrum Brands said the
redemption provisions provide for settlement solely in cash.

Spectrum Brands also noted that following its offer to exchange
the entire US$350 million of outstanding principal amount of the
Company's 8-1/2% Senior Subordinated Notes due 2013 for the same
aggregate principal amount of Variable Rate Toggle Senior
Subordinated Notes due 2013 pursuant to the terms of an exchange
offer which expired on April 13, 2007, approximately
US$3 million aggregate principal amount of the Company's 8-1/2%
SeniorSubordinated Notes due 2013 remained outstanding and that
substantially all of the restrictive covenants contained in the
Indenture that governs the Company's remaining 8-1/2% Senior
Subordinated Notes due 2013 were removed.  As a result, the
Indenture governing the Company's 8-1/2% Senior Subordinated
Notes due 2013 no longer contains a provision that requires the
company to make an offer to repurchase the notes for a specified
redemption price upon the occurrence of a change in control.  
Spectrum Brands promised to clarify this fact in its future
filings.

A full-text copy of Spectrum Brand's response to the SEC staff
inquiry is available at no charge at:

               http://ResearchArchives.com/t/s?2c12

                      About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of    
consumer batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insect
control products, personal care products and portable lighting.

The company's European unit, Rayovac Europe GmbH, is
headquartered in Sulzbach, Germany.  Outside the United States,
the company also has manufacturing facilities in Brazil,
Columbia and China.


UAL CORP: JPMorgan Analyst Anticipates Airline Bankruptcies
-----------------------------------------------------------
Christopher Hinton at MarketWatch reports that Jamie Baker, an
analyst at J.P. Morgan, on Monday said U.S. airline industry
stands to post a collective US$7,200,000,000 in operating losses
in 2008.  The results would be wider than an initial forecast of
US$4,600,000,000 loss, the analyst said.

According to MarketWatch, Mr. Baker, in his research note, said
though investors, management and analysts may talk about
airlines acting collectively to reduce capacity to firm up
revenue, the reality is that they are more likely to dig in and
try to outlast each other.

MarketWatch relates the JPMorgan analyst noted that capacity
cuts have falled far short of what executives have said are
necessary.  Mr. Baker, MarketWatch says, indicated that another
round of airline bankruptcy -- even among the legacy carriers --
is a question of when rather than if.

According to the report, Mr. Baker said U.S. Airways has the
highest risk of bankruptcy, followed by Northwest Airlines,
United Air Lines' parent UAL Corp., AMR Corp., JetBlue,
Continental Airlines, AirTran, Delta Air Lines, Alaska Air Lines
and Southwest Airlines.

Mr. Baker, the report adds, said credit card companies could
pose more significant risk to airlines than debt.  He explained
the credit card companies could impose unilateral holdbacks,
which will toll on a carrier's liquidity and cash balances.

Bloomberg News on Wednesday reported that analysts at Soleil
Securities Corp. say there's a potential Chapter 11 filing by
AMR by 2009, and UAL some time after that.

                            In the Red

Except for Southwest, the major U.S. Airlines posted net losses
for the period ended March 31, 2008:

                             Net Income for Period Ended
                         -----------------------------------
                        March 31, 2008         March 31, 2007
                        --------------         --------------
   US Airways          (US$236,000,000)         US$66,000,000
   Northwest         (US$4,139,000,000)       (US$292,000,000)
   UAL                 (US$537,000,000)       (US$152,000,000)
   AMR                 (US$328,000,000)         US$81,000,000
   JetBlue               (US$8,000,000)        (US$22,000,000)
   Continental          (US$80,000,000)         US$22,000,000
   AirTran              (US$34,813,000)          US$2,158,000
   Delta             (US$6,261,000,000)        US$155,000,000
   Alaska Air           (US$24,000,000)         (US$3,700,000)
   Southwest             US$34,000,000          US$93,000,000

                        Balance Sheet at March 31, 2008
                      -----------------------------------
                      Total Assets            Total Debts   
                      ------------            -----------
   US Airways       US$8,013,000,000         US$6,435,000,000
   Northwest       US$21,032,000,000        US$17,746,000,000
   UAL             US$23,813,000,000        US$21,647,000,000
   AMR             US$28,766,000,000        US$26,277,000,000
   JetBlue          US$6,050,000,000         US$4,721,000,000
   Continental     US$12,542,000,000        US$11,071,000,000
   AirTran          US$2,198,009,000         US$1,783,470,000
   Delta           US$26,755,000,000        US$22,804,000,000
   Alaska Air       US$4,379,800,000         US$3,520,600,000
   Southwest       US$18,031,000,000        US$10,846,000,000

On April 14, Northwest announced an agreement to merge with
Delta.

United and US Airways are also in talks for a possible merger.  
Continental was initially eyed as a top merger partner for
United.

Small and medium-sized carriers have tumbled one after the other
into bankruptcy.  Aloha Airlines commenced bankruptcy
proceedings in Hawaii in March and later ceased operations.  ATA
Airlines Inc. ceased operations and filed for chapter 11
protection on April 2, and Skybus Airlines Inc. tumbled into
bankruptcy on April 5.  Frontier Airlines went belly up and
filed for chapter 11 on April 14.  EOS Airlines filed a chapter
11 petition on April 26.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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



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

BB YK ONE: Proofs of Claim Filing Deadline Is Until May 28
----------------------------------------------------------
BB YK One Holdings Inc.'s creditors have until May 28, 2008, to
prove their claims to Griffin Management Limited, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

BB YK One's shareholder decided on April 17, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands

Contact for inquiries:

               Janeen Aljadir
               Telephone: (345) 914 -4943
               Fax: (345) 814-4859


CYGNUS FUNDING: Deadline for Proofs of Claim Filing Is May 28
-------------------------------------------------------------
Cygnus Funding Co.'s creditors have until May 28, 2008, to prove
their claims to Griffin Management Limited, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

Cygnus Funding's shareholder decided on April 17, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands

Contact for inquiries:

               Janeen Aljadir
               Telephone: (345) 914 -4943
               Fax: (345) 814-4859


DRAGONFLY SYNTHETIC: Claims Filing Deadline Is Until May 28
-----------------------------------------------------------
Dragonfly Synthetic CDO 2007's creditors have until May 28,
2008, to prove their claims to Griffin Management Limited, the
company's liquidators, or be excluded from receiving any
distribution or payment.

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

Dragonfly Synthetic's shareholder decided on April 17, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands

Contact for inquiries:

               Janeen Aljadir
               Telephone: (345) 914 -4943
               Fax: (345) 814-4859


KD HOLDINGS: Deadline for Proofs of Claim Filing Is May 28
----------------------------------------------------------
KD Holdings Co. Ltd.'s creditors have until May 28, 2008, to
prove their claims to Griffin Management Limited, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

KD Holdings' shareholder decided on April 17, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands

Contact for inquiries:

               Janeen Aljadir
               Telephone: (345) 914 -4943
               Fax: (345) 814-4859


KF MOTOMACHI: Proofs of Claim Filing Deadline Is Until May 28
-------------------------------------------------------------
KF Motomachi Holdings Inc.'s creditors have until May 28, 2008,
to prove their claims to Griffin Management Limited, the
company's liquidators, or be excluded from receiving any
distribution or payment.

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

KF Motomachi's shareholder decided on April 17, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands

Contact for inquiries:

               Janeen Aljadir
               Telephone: (345) 914 -4943
               Fax: (345) 814-4859


MC OMOTESANDO: Proofs of Claim Filing Deadline Is Until May 28
--------------------------------------------------------------
MC Omotesando Holdings Inc.'s creditors have until May 28, 2008,
to prove their claims to Griffin Management Limited, the
company's liquidators, or be excluded from receiving any
distribution or payment.

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

MC Omotesando's shareholder decided on April 17, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands

Contact for inquiries:

               Janeen Aljadir
               Telephone: (345) 914 -4943
               Fax: (345) 814-4859


PLAZA 246 HOLDINGS: Proofs of Claim Filing Deadline Is May 28
-------------------------------------------------------------
Plaza 246 Holdings Co. Ltd.'s creditors have until May 28, 2008,
to prove their claims to Griffin Management Limited, the
company's liquidators, or be excluded from receiving any
distribution or payment.

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

Plaza 246 Holdings' shareholder decided on April 17, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands

Contact for inquiries:

               Janeen Aljadir
               Telephone: (345) 914 -4943
               Fax: (345) 814-4859


TTK HOLDINGS: Deadline for Proofs of Claim Filing Is May 28
-----------------------------------------------------------
TTK Holdings Ltd.'s creditors have until May 28, 2008, to prove
their claims to Griffin Management Limited, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

TTK Holdings' shareholder decided on April 17, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Griffin Management Limited
               c/o Caledonian Trust (Cayman) Limited
               Caledonian House, 69 Dr. Roy's Drive
               P.O. Box 1043, Grand Cayman,
               Cayman Islands

Contact for inquiries:

               Janeen Aljadir
               Telephone: (345) 914 -4943
               Fax: (345) 814-4859


EIGHT WINDS: Deadline for Proofs of Claim Filing Is May 28
----------------------------------------------------------
Eight Winds Holdings Ltd.'s creditors have until May 28, 2008,
to prove their claims to Buchanan Limited, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

Eight Winds' shareholders decided on April 18, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Buchanan Limited
               P.O. Box 1170, Grand Cayman,
               Cayman Islands
  
Contact for inquiries:

               Francine Jennings           
               Telephone: (345) 949-0355
               Fax: (345) 949-0360


LUCKY BREAKS: Proofs of Claim Filing Deadline Is Until May 28
-------------------------------------------------------------
Lucky Breaks Ltd.'s creditors have until May 28, 2008, to prove
their claims to Buchanan Limited, the company's liquidators, or
be excluded from receiving any distribution or payment.

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

Lucky Breaks' shareholders decided on April 18, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Buchanan Limited
               P.O. Box 1170, Grand Cayman,
               Cayman Islands
  
Contact for inquiries:

               Francine Jennings           
               Telephone: (345) 949-0355
               Fax: (345) 949-0360


OSPREY COMPANY: Proofs of Claim Filing Deadline Is May 28
---------------------------------------------------------
Osprey Company Ltd.'s creditors have until May 28, 2008, to
prove their claims to Buchanan Limited, the company's
liquidators, or be excluded from receiving any distribution or
payment.

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

Osprey Company's shareholders decided on April 18, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

               Buchanan Limited
               P.O. Box 1170, Grand Cayman,
               Cayman Islands
  
Contact for inquiries:

               Francine Jennings           
               Telephone: (345) 949-0355
               Fax: (345) 949-0360



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

ANIXTER INTERNATIONAL: CEO Appointment Takes Final Steps
--------------------------------------------------------
Anixter International Inc. has completed the final steps in its
succession plan by appointing Robert J. Eck as President and
Chief Executive Officer, effective with the retirement of Robert
W. Grubbs on June 30, 2008, and by modifying certain terms and
conditions of the existing employment contract with Mr. Grubbs.

Commenting on these actions, Sam Zell, Chairman of Anixter,
said, "These are the final steps to provide for the orderly
succession of Bob Eck to President and Chief Executive Officer.  
With Bob Eck's 18-year Anixter career that has included diverse
and increasing responsibilities, we expect a smooth transition
and a continuation of the strategies that have contributed to
the Company's success."

Mr. Zell went on to say, "Bob Grubbs has been a tremendous
contributor to the growth of Anixter during his 30 years with
the Company, especially during his tenure as President and Chief
Executive Officer.  These contract changes will help to ensure
that the parties' interests continue to be aligned in promoting
the future growth and success of the Company."

The new agreement with Mr. Grubbs amends and extends the
existing provisions concerning noncompetition and
nonsolicitation, from the previously contracted two years, to
the longer of five years beyond his retirement or two years
beyond his retirement from service on the company's Board of
Directors.

In exchange, the Company has agreed that the stock options and
restricted stock units currently held by Mr. Grubbs will remain
outstanding and continue to vest in accordance with the
expiration and vesting terms under which they were granted.
Without this revision, the subject stock options and restricted
stock units would have expired or terminated within 90 days of
Mr. Grubbs' retirement.  As a result of this revision to the
original terms of the grants, the company will record a non-
cash, pre-tax charge to earnings in the second quarter of
approximately US$4.2 million, or 7 cents per diluted share.

                         About Anixter

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

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

                         *     *     *

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

Anixter International Inc.

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

Anixter Inc.

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


US AIRWAYS: JPMorgan Analyst Anticipates Airline Bankruptcies
-------------------------------------------------------------
Christopher Hinton at MarketWatch reports that Jamie Baker, an
analyst at J.P. Morgan, on Monday said U.S. airline industry
stands to post a collective US$7,200,000,000 in operating losses
in 2008.  The results would be wider than an initial forecast of
US$4,600,000,000 loss, the analyst said.

According to MarketWatch, Mr. Baker, in his research note, said
though investors, management and analysts may talk about
airlines acting collectively to reduce capacity to firm up
revenue, the reality is that they are more likely to dig in and
try to outlast each other.

MarketWatch relates the JPMorgan analyst noted that capacity
cuts have falled far short of what executives have said are
necessary.  Mr. Baker, MarketWatch says, indicated that another
round of airline bankruptcy -- even among the legacy carriers --
is a question of when rather than if.

According to the report, Mr. Baker said U.S. Airways has the
highest risk of bankruptcy, followed by Northwest Airlines,
United Air Lines' parent UAL Corp., AMR Corp., JetBlue,
Continental Airlines, AirTran, Delta Air Lines, Alaska Air Lines
and Southwest Airlines.

Mr. Baker, the report adds, said credit card companies could
pose more significant risk to airlines than debt.  He explained
the credit card companies could impose unilateral holdbacks,
which will toll on a carrier's liquidity and cash balances.

Bloomberg News on Wednesday reported that analysts at Soleil
Securities Corp. say there's a potential Chapter 11 filing by
AMR by 2009, and UAL some time after that.

                            In the Red

Except for Southwest, the major U.S. Airlines posted net losses
for the period ended March 31, 2008:

                             Net Income for Period Ended
                         -----------------------------------
                        March 31, 2008         March 31, 2007
                        --------------         --------------
   US Airways          (US$236,000,000)         US$66,000,000
   Northwest         (US$4,139,000,000)       (US$292,000,000)
   UAL                 (US$537,000,000)       (US$152,000,000)
   AMR                 (US$328,000,000)         US$81,000,000
   JetBlue               (US$8,000,000)        (US$22,000,000)
   Continental          (US$80,000,000)         US$22,000,000
   AirTran              (US$34,813,000)          US$2,158,000
   Delta             (US$6,261,000,000)        US$155,000,000
   Alaska Air           (US$24,000,000)         (US$3,700,000)
   Southwest             US$34,000,000          US$93,000,000

                        Balance Sheet at March 31, 2008
                      -----------------------------------
                      Total Assets            Total Debts   
                      ------------            -----------
   US Airways       US$8,013,000,000         US$6,435,000,000
   Northwest       US$21,032,000,000        US$17,746,000,000
   UAL             US$23,813,000,000        US$21,647,000,000
   AMR             US$28,766,000,000        US$26,277,000,000
   JetBlue          US$6,050,000,000         US$4,721,000,000
   Continental     US$12,542,000,000        US$11,071,000,000
   AirTran          US$2,198,009,000         US$1,783,470,000
   Delta           US$26,755,000,000        US$22,804,000,000
   Alaska Air       US$4,379,800,000         US$3,520,600,000
   Southwest       US$18,031,000,000        US$10,846,000,000

On April 14, Northwest announced an agreement to merge with
Delta.

United and US Airways are also in talks for a possible merger.  
Continental was initially eyed as a top merger partner for
United.

Small and medium-sized carriers have tumbled one after the other
into bankruptcy.  Aloha Airlines commenced bankruptcy
proceedings in Hawaii in March and later ceased operations.  ATA
Airlines Inc. ceased operations and filed for chapter 11
protection on April 2, and Skybus Airlines Inc. tumbled into
bankruptcy on April 5.  Frontier Airlines went belly up and
filed for chapter 11 on
April 14.  EOS Airlines filed a chapter 11 petition on April 26.

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

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

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

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

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date. (US Airways
Bankruptcy News, Issue No. 154  Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

US Airways Group Inc.'s US$1.6 billion secured credit facility
due 2014, currently being syndicated, carries Standard & Poor's
Ratings Services 'B' rating.  That rating was assigned in March
2007.



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

CASH PLUS: Challenges Receiver's Report on Firm's Status
--------------------------------------------------------
Cash Plus Limited has challenged the one-page report by firm's  
Co-Interim Receiver Manager Kevin Bandoian, Radio Jamaica
reports.

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.  Mr. Bandoian
confirmed that the firm doesn't have enough money to pay lenders
and that it won't have any cash any time soon.  Mr. 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.

According to Cash Plus publicist Heather Little White and
Associates, Mr. Bandoian's report has inaccurate data that
further tainted the reputation of the firm and its affiliates.  
Cash Plus' release emphasized the section of the report that
said the firm won't be able to pay its lenders until it recovers
a substantial portion of deposits made on business transactions.  

Cash Plus said that Mr. Hill continues to seek for a reversal of
the receivership order against the firm and its affiliates, as
the move to appoint a receiver was premature.  Cash Plus was
arranging an injection of cash to repay lenders.  

The attorneys for Cash Plus will seek to prevent the company's
assets from being sold or transferred without the approval of
the Supreme Court during a court hearing on June 12, 2008, Radio
Jamaica 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.


CASH PLUS: Sandra Robinson Files J$108MM Lawsuit Against Firm
-------------------------------------------------------------
U.S. lawyer Sandra Robinson has filed a J$108 million lawsuit
against Cash Plus Limited, The Jamaica Observer reports.

According to The Observer, Ms. Robinson is one of the
dissatisfied lenders of Cash Plus.  She is suing Cash Plus for
breach of contract.  The lawsuit names Cash Plus; its president
Carlos Hill; and receiver/ manager Kevin Bandoian as defendants.  

The Observer notes that Ms. Robinson alleged that she loaned
Cash Plus some J$101,354,102.80 between January and August 2007,
with the promise of a 10% per month return on the money loaned.  
According to Ms. Robinson's affidavit, the complainant was owed
about J$98,500,000 plus interest as of March 2008.  Ms. Robinson
will ask the court during a hearing on July 17, 2008, that Mr.
Hill disclose the worldwide location of all his assets.  Ms.
Robinson will also ask the court to freeze the assets of Mr.
Hill and Cash Plus.

The Observer relates that lenders have filed multi-million
dollar lawsuits to recover money owed by Cash Plus.  Kingston
entrepreneur Alexander Haber recently sued Cash Plus, seeking to
recover almost J$30 million.

An assessment by Mr. Bandoian on Cash Plus indicated that the
firm lacked the money to pay the billions of dollars it owes to
40,000 lenders, The Observer notes.  Mr. Bandoian's report says
that Cash Plus was being operated as a pyramid scheme.

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.


MIRANT CORP: Completes Share Repurchase Program With JP Morgan
--------------------------------------------------------------
Mirant Corporation announced the completion of an accelerated
share repurchase program with JP Morgan that it announced on
November 9, 2007.  The ASR program is a component of Mirant's
plan to return US$4.6 billion of cash to its stockholders.

Under the terms of the ASR agreement, Mirant delivered
US$1.0 billion to JP Morgan in return for 26,659,557 shares,
based upon the closing price of the common stock on Nov. 9, 2007
of US$37.51 per share.  The number of shares purchased by Mirant
under the ASR agreement was subject to an adjustment based on
the weighted average price of Mirant common stock during the
term of the agreement minus a set discount.

JP Morgan will deliver an additional 682,387 shares of common
stock to Mirant resulting in a total of 27,341,944 shares
purchased under the ASR program for an average price of US$36.57
per share.

Mirant previously announced it will return a total of
US$4.6 billion to its stockholders.  The program consists of the
ASR program plus open market purchases of US$3.6 billion.

"We are pleased with the final result of the accelerated share
repurchase program," said Edward R. Muller, chairman and chief
executive officer.  "We are continuing to return cash through
open market purchases which we think are an efficient method for
returning the remaining cash to stockholders, but as we go
forward we will continue to evaluate the efficiencies of all
methods for returning the cash to stockholders."

                          About Mirant

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE:
MIR) -- http://www.mirant.com/-- is an energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant's investments in the Caribbean
include three integrated utilities and assets in Jamaica, Grand
Bahama, Trinidad and Tobago and Curacao.  Mirant owns or leases
more than 18,000 megawatts of electric generating capacity
globally.

Mirant Corporation filed for chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of
a confirmed Second Amended Plan on Jan. 3, 2006.  thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  When the Debtors filed for
protection from their creditors, they listed US$20,574,000,000
in assets and US$11,401,000,000 in debts.  The Debtors emerged
from bankruptcy on Jan. 3, 2006.  On March 7, 2007, the Court
entered a final decree closing 46 Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included.  On Feb. 15, 2007, Mirant NY-Gen filed its Chapter 11
Plan of Reorganization and on Feb. 22 filed a Disclosure
Statement explaining that Plan.  The Court approved the adequacy
of Mirant NY-Gen's Disclosure Statement on March 22, 2007, and
confirmed the Amended Plan on May 7, 2007.  Mirant NY-Gen
emerged from chapter 11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan of
Reorganization.  The Court confirmed Mirant Lovett's Plan on
Sept. 19, 2007.  Mirant Lovett emerged from bankruptcy on
Oct. 2, 2007.

(Mirant Bankruptcy News, Issue No. 138; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *     *

In December 2007, Moody's Investors Service upgraded the ratings
of Mirant Corporation (Mirant: Corporate Family Rating to B1
from B2) and its subsidiaries Mirant Mid-Atlantic, LLC (MIRMA:
pass through trust certificates to Ba1 from Ba2), Mirant North
America, LLC (MNA: senior unsecured to B1 from B2 and senior
secured to Ba2 from Ba3) and Mirant Americas Generation, LLC
(MAG: senior unsecured to B3 from Caa1).  Additionally, Mirant's
Speculative Grade Liquidity (SGL) rating was revised to SGL-1
from SGL-2.  The rating outlook is stable for Mirant, MNA, MAG,
and MIRMA.



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

KANSAS CITY SOUTHERN: Prices Tender Offer & Consents at US$1,000
----------------------------------------------------------------
Kansas City Southern has determined the consideration to be paid
in connection with the previously announced cash tender offer by
its wholly-owned subsidiary, The Kansas City Southern Railway
Company, to purchase any and all of its 9-1/2% senior notes due
2008 and related consent solicitation to amend the notes and the
indenture governing the notes.  The offer is subject to the
terms and conditions set forth in the offer to Purchase and
Related Consent Solicitation Statement dated May 8, 2008.

The total consideration for each US$1,000 principal amount of
notes validly tendered and not validly withdrawn as of 5:00
p.m., New York City time, on May 21, 2008, and accepted for
payment is US$1,024.29, plus accrued interest up to, but not
including the applicable settlement date.  This amount also
includes a consent fee of US$30 for all consents validly
delivered and not validly revoked prior to May 21, 2008.  The
total consideration was determined by reference to a fixed
spread of 50 basis points over the yield on the 4.625% United
States Treasury Note due Sept. 30, 2008, which was determined at
2:00 p.m., New York City time, on May 21, 2008.  The reference
yield and the tender offer yield are 1.801% and 2.301%,
respectively.  

The offer remains open and is scheduled to expire at midnight,
New York City time, on June 5, 2008, unless extended or earlier
terminated by Kansas City Southern Railway.  For notes tendered
after May 21, 2008, and prior to June 5, 2008, the tender offer
consideration will be US$994.29 for each US$1,000 principal
amount of notes validly tendered and not validly withdrawn and
accepted for payment, plus accrued interest to the applicable
settlement date.

Kansas City Southern also announced that the requisite number of
consents necessary to amend the Indenture has been received, and
a supplemental indenture to effect the proposed amendments
described in the offer to Purchase has been executed.  As of May
21, 2008, tenders and consents had been received with respect to
approximately 99.2% of the outstanding principal amount of the
notes.  Tendered notes may no longer be withdrawn and consents
delivered may no longer be revoked, except in the limited
circumstances described in the offer to Purchase.

The completion of the offer and consent solicitation is subject
to the satisfaction or waiver of certain conditions, including
Kansas City Southern Railway Co.'s receipt of proceeds from a
new note offering in an amount sufficient to purchase the notes,
and certain other customary conditions as described in the offer
to Purchase.  The complete terms of the offer are described in
the offer to Purchase, copies of which may be obtained from D.F.
King, Inc., the information agent for the offer, at (800) 488-
8075 (U.S. toll free) or (212) 269-5550 (collect).

Kansas City Southern Railway Co. has engaged Morgan Stanley &
Co., Incorporated and Banc of America Securities LLC to act as
Dealer Managers and Consent Solicitation Agents in connection
with the offer and related consent solicitation.

Questions regarding the offer and consent solicitation may be
directed to:

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

                 or

   Banc of America Securities, LLC,    
   Debt Advisory Services,
   Tel. Numbers: (888) 292-0070 (U.S. toll free)
                 (704) 388-9217 (collect).

Holders of the notes may request copies of the supplemental
indenture by contacting:

     Investor Relations
     Kansas City Southern Railway Co.
     427 West 12th Street, Kansas City,      
     Missouri 64105, USA
     Telephone:  816-983-1501

                   About Kansas City Southern

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

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 21, 2008, Moody's Investors Service has raised the corporate
family ratings of Kansas City Southern and Kansas City Southern
de Mexico S.A. de C.V. to B1 from B2.  At the same time, Moody's
has raised the ratings for Kansas City Southern's subsidiary
Kansas City Southern Railroad's senior notes to B2 from B3, and
has raised the ratings of Kansas City Southern de Mexico's
senior notes to B1 from B2.  The ratings of Kansas City Southern
Railroad's senior secured credit facilities have been affirmed
at Ba2. The rating outlook remains stable for all issuers.


LANDAMERICA FINANCIAL: To Establish Mexican & Caribbean Offices
---------------------------------------------------------------
LandAmerica Financial Group Inc.'s LandAmerica Title Insurance
Company of Mexico, S.A. subsidiary has received licensing
approval from the Mexican government to operate as a title
insurance underwriter in Mexico.

LandAmerica Title Insurance Company of Mexico is headquartered
in the central Mexican city of San Miguel de Allende with a
satellite office in North Baja.  Plans call for establishing
offices in South Baja and on Mexico's Pacific and Caribbean
coasts.

With LandAmerica (Mexico) receiving licensing approval,
LandAmerica becomes one of only two UnitedStates-based title
insurance companies licensed to do business in Mexico.  Mexican
licensing provides buyers, sellers, developers and lenders
several advantages over traditional cross-border policies or
international policies.  These include the legal ability to
issue policies and other paperwork directly to Mexican insureds,
plus the ability to place human and physical resources in the
country.

LandAmerica (Mexico) President, William D. Signet said
LandAmerica is committed to giving its customers doing business
in Mexico the same superior service they receive in the U.S.  
"As buyers, developers and lenders continue entering the Mexican
market, LATIM is ready to provide them with the full menu of
services and solutions they are accustomed to and rely on when
purchasing and developing real estate in the U.S.," he said.  
"They appreciate working with a known and trusted name like
LandAmerica."

Signet added that certain differences between the U.S. and
Mexican systems exist, making LandAmerica (Mexico)'s expertise
valuable for customers considering real estate investments in
the country.  

The unit has prepared a "Guide to Title Insurance and Related
Services in Mexico," which is available at
http://www.landam.com/international/mexico/guide.

For more information about the LandAmerica Title Insurance
Company of Mexico, contact Kathleen Bohne at 1-877-2LANDAM
(1-877-252-6326) or email kbohne@landam.com.

LandAmerica Financial Group, Inc. is a leading provider of real
estate transaction services with over 700 offices and a network
of more than 8,500 active agents.  LandAmerica serves agent,
residential, commercial and lender customers throughout the
United States, Mexico, Canada, the Caribbean, Latin America,
Europe and Asia.

                         *      *      *

As reported in the Troubled Company Reporter on Aug. 23, 2007,
Standard & Poor's Ratings Services revised its outlook on
LandAmerica Financial Group Inc. and its title insurance
subsidiaries to negative from stable.

In addition, Standard & Poor's affirmed the company's
preliminary 'BB+' subordinated debt and 'BB' preferred stock
ratings.


M-REAL CORP: Elevates Annual Profit Target to EUR150 Million
------------------------------------------------------------
M-real Corp. raised its annual profit target to EUR150 million
from EUR100 million.  The company said that the full impact of
this measure is expected to be felt starting 2010.

M-real started an internal profit improvement and complexity
reduction program in November 2007 targeting EUR100 million
annual profit improvements.  After continued in-depth
investigations, M-real has identified additional profit
improvement measures mainly in the business concept
simplification in all business areas.  Consequently, the
original EUR100 million annual profit improvement target is
raised to EUR150 million.

Headquartered in Espoo, Finland, M-real Corp. --
http://www.M-Real.com/-- produces and distributes coated and  
uncoated fine papers for printing and packaging industries.  The
company has operations in Brazil and Mexico.

                        *     *     *

As of Feb. 8, 2008, M-real Oyj carries a B2 long-term corporate
family rating and a B2 senior unsecured debt rating from
Moody's, which said the outlook is negative.

Standard & Poor's rates the company's long-term foreign and
local issuer credit at B+ and  its short-term foreign and local
issuer credit at B.  The outlook is negative.


MOVIE GALLERY: Names C.J. Gabriel, Jr. as President and CEO
-----------------------------------------------------------
Movie Gallery Inc., on May 20, 2008, appointed C.J. Gabriel,
Jr., as President and Chief Executive Officer of the company.  
Mr. Gabriel will succeed Joe Malugen, chairman, president, chief
Executive Officer and founder of Movie Gallery.

"Gabe is a highly-experienced and proven executive with the
right qualities -- inspirational leadership, strategic insight
and operational discipline -- to lead Movie Gallery forward,"
said Mr. Malugen.  "Gabe knows what it takes to run a successful
retail business and understands what actions can be taken in
today's rapidly evolving video rental industry.

Movie Gallery is emerging from bankruptcy with a talented new
leader committed to meeting the needs of our customers,
employees and other stakeholders.  I am confident in Gabe's
ability to return the Company to profitability."

"This is a tremendous opportunity and it will be an honor for me
to lead this Company's outstanding partners and associates,"
said Mr. Gabriel.  "I believe that the primary function of a
leader is to inspire hope and enthusiasm throughout the
organization and I look forward to working closely with the
Company's talented managers and employees.  I plan to foster a
winning culture across our nearly 3,300 retail locations through
a strong focus on achieving outstanding results.  I am fully
committed to enhancing store operations, improving operating
metrics, further reducing debt and better integrating this great
Company's brands and businesses.  While there is a lot of work
ahead, I am excited about all that can be achieved and energized
by the tremendous potential I see at Movie Gallery."

Mr. Gabriel brings to the company over 25 years of experience as
a senior executive in the consumer products and retail
industries.  He most recently served as executive vice president
of Marketing, Merchandising and Supply Chain Management at
Albertsons, Inc., a US$50 billion retailer.  In this role, Mr.
Gabriel defined the vision, mission and operating goals of
Albertsons' "Demand Chain" functions and developed and
implemented strategic and operational business plans that
restructured the organization.  The plans implemented under Mr.
Gabriel's leadership were industry leading in scope and
significance, helped Albertsons realize millions in operating
savings and positioned Albertsons to compete effectively in its
industry.

Prior to Albertsons, Mr. Gabriel served as chairman, president
and chief executive officer of Newgistics, Inc.  He also served
as CEO & Division President of Corporate Express.  Previously,
during his eleven year career at Pepsi Cola North America, he
held a number of positions including National Director Selling &
Delivery Operations at Pepsi Cola North America.  At Pepsi, Mr.
Gabriel accelerated revenue growth and reduced operating costs
to enhance profitability.  He began his career at American
Hospital Supply Corporation.

Mr. Gabriel served as a U.S. Army Officer in the 101st Airborne
Division and was a distinguished honor graduate from U.S. Army
Ranger Training.  Mr. Gabriel earned his Bachelor of Sciences
degree in Human Resource Management from the University of
Scranton in Pennsylvania.

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


MOVIE GALLERY: Can Sell Assets to Dar Capital for US$2.3 Million
----------------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for
the Eastern District of Virginia approved a purchase agreement
between Movie Gallery Inc. affiliate M.G. Digital LLC and Dar
Capital, regarding the sale of the Debtors' MovieBeam franchise.

Pursuant to the terms of a purchase agreement, M.G. Digital 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

Judge Tice authorized the Debtors to sell MovieBeam's assets
outside the ordinary course of business, pursuant to a purchase
agreement.  The Court also authorized the Debtors to sell the
Purchased Assets to Dar Capital Limited, free and clear of all
liens, claims, interests and encumbrances.  The Liens attaching
to the proceeds of the sale or transfer will be with the same
validity, extent and priority as immediately prior to the Sale.

Furthermore, the Court entitled Dar Capital to the protections
afforded to "good-faith" purchasers.

Judge Tice said that in the absence of a written agreement with
Dotcast, Inc., Dar Capital is not authorized to use any Dotcast
intellectual property, pursuant to the Dotcast Settlement
Agreement.  

Dar Capital will notify Dotcast of any sale or transfer of
certain items, including dNTSC modulators and receiverships, the
Court ruled.

In light of the Agreement, Dotcast, Inc. informed the Court and
parties-in-interest that it  has withdrawn its objection to the
Debtors' request.

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


QUAKER FABRIC: Files Disclosure Statement and Chapter 11 Plan
-------------------------------------------------------------
Quaker Fabric Corporation, its debtor-affiliates, and the
Official Committee of Unsecured Creditors, as co-proponent,
delivered to the United States Bankruptcy Court for the District
of Delaware a proposed Disclosure Statement dated May 21, 2008,
explaining a Joint Chapter 11 Plan of Liquidation.

                     Overview of the Plan

The Plan contemplates the liquidation of assets of the Debtors
for the benefit of their creditors and the appointment of a
liquidating agent.

The Debtors remind the Court that they have sold some or all
assets to certain purchasers including:

   -- Gordon Brother Group LLC acquired substantially all of the
      Debtors' assets for US$27 million;

   -- Atlantis Charter School bought 66 acres of undeveloped
land  
      (Bleachery Pond Property)located in Fall River,
      Massachusetts for US$2.6 million; and

   -- E & E Co. Ltd. got the Tupelo Lee Industrial Park in
Verona,
      Mississippi for at US$175,000.

The proceeds of the sale were used to pay indebtedness owed to
lenders headed by Bank of America N.A. under a revolving credit
agreement entered into by the Debtors and bank in 2006.

                     Liquidation of Assets

The Debtors estimate they will have at least US$452,000 in cash
and a book value of US$4.3 million in uncollected accounts
receivable by the plan's effective date.

A liquidating agent will reduce non-cash assets of the Debtors
to cash to make distributions and consummate the plan.  The
liquidating trustee is expected to sell, assign, transfer and,
to the possible extent, dispose of the Debtors' respective
assets at public auction after the plan's effective date.

RAS Management Advisors LLC will serve as liquidating agent for
the Debtors.

                Equity of Non-Debtor Subsidiaries

The Debtors conducted certain foreign operations through their
non-debtor subsidiaries comprised of (i) Quaker Fabric Mexico
S.A. de C.V., (ii) Quaker Textil do Brasil Ltda., and Quaker
Textile Corporation.  As of the Debtors' bankruptcy filing, the
operations  and affairs of each of the non-debtor subsidiaries
have been liquidated.  The Debtors have received at least US$1.1
million as dividend from one of their non-debtor subsidiaries.

                      Initial Distribution

On the plan's effective date, the liquidating agent, on behalf
of the Debtors, will pay in cash in full all (i) administrative
expense claims, (ii) priority tax claims, and (iii) secured
claims.  Holders of unsecured claims will receive their pro rata
share of available cash, if any.

                Treatment of Claims and Interests

               Types of                    Estimated   Estimated
Class         Claims          Treatment   Amount      Recovery
-----         --------        ---------   ----------  ---------
unclassified  administrative            US$1,000,000       100%
               claims

unclassified  priority tax                US$200,000       100%   
               claims
               
   1           priority        unimpaired  US$155,386       100%
               claims

   2           secured         unimpaired        US$0        N/A
               claims

   3           unsecured       impaired   US$25,000,00    0%-10%
               claims
               
   4           equity          impaired   Not Estimated       0%
               interest

A full-text copy of the Proposed Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?2c5e

A full-text copy of the Proposed Chapter 11 Plan of Liquidation
is available for free at http://ResearchArchives.com/t/s?2c5f

                     About Quaker Fabric

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

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

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

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


QUAKER FABRIC: Wants Plan Filing Period Extended to June 18
-----------------------------------------------------------
Quaker Fabric Corporation and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
further extend the exclusive periods to:

   i) file a Chapter 11 plan until June 18, 2008, and

  ii) solicit acceptances of that plan until Aug. 18, 2008.

Joseph M. Barry, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, say the Debtors together with the
Official Committee of Unsecured Creditors is working out the
final issues of a proposed joint Chapter 11 liquidating plan.  
The extension of the exclusive plan filing period, which expired
on May 19, 2008, proves to short to allow both parties to craft
and document a plan, Mr. Barry asserts.

For the benefit of their creditors, the Debtors need more time
to put the last touches of the proposed plan and resolve a few
remaining issues in these cases, Mr. Barry says.

A hearing is set for June 13, 2008, at 2:00 p.m., to consider
the Debtors' request.  Objections, if any, are due June 6, 2008,
at 4:00 p.m.

                      About Quaker Fabric

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

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

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

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


VISTEON CORP: Moody's Affirms B3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service has affirmed Visteon Corporation's
debt ratings, including:

   -- Corporate Family Rating of B3;
   -- Probability of Default of B3;
   -- senior secured term loan rating of Ba3;
   -- senior unsecured notes of Caa2; and
   -- Speculative Grade Liquidity rating of SGL-3.

In a related action, Moody's assigned a prospective rating to
Visteon's proposed senior unsecured notes, (P)Caa1 (LGD4, 66%).
The outlook remains negative.

The new senior unsecured note will be combined with
approximately US$150 million of cash and used to tender for
approximately US$344 million of Visteon's existing senior
unsecured notes due 2010.  The transaction will result in a
slight deleveraging of the company's balance sheet and will
lessen debt maturity requirements in 2010.  The new senior
unsecured notes are expected to have a maturity of 2016.
Subsequent to the proposed transaction Visteon will continue to
maintain significant liquidity which should support the
company's ongoing restructuring actions.  The tender for the
senior unsecured notes is not expected to change any of the
terms and conditions of the company's existing debt. The new
senior unsecured debt will have the benefit of guarantees from
domestic subsidiaries, and will have certain covenant baskets
aligned with the company's existing senior secured facilities.
The subsidiary guarantees of the proposed notes support their
Caa1 rating and the one-notch differential relative to the
unguaranteed notes which remain rated Caa2.  While the new
senior unsecured note will have a higher coupon, the impact of
the transaction will nominally decrease the company's cash
interest expense.  The transaction is viewed as supportive of
the rating in that it will effectively address a portion of the
company's 2010 debt maturities.

The B3 Corporate Family Rating continues to recognize Visteon's
weak credit metrics and the risk in executing a restructuring
program which is essential to the company's long term viability.
In part, the company's financial and operating challenges result
from meaningful reductions in market share and build-rates by
its largest customer, Ford, as well as challenging industry
conditions affecting most auto makers and suppliers in North
America.  Visteon continues to improve its customer mix (sales
to Ford's North American operations in the first quarter of 2008
represented about 12% of revenues) and book of new business
awards.  Nevertheless, pricing pressures in the industry remain
significant, and continued cost reductions are necessary to
ensure adequate returns are achieved.

Even with this challenging operating environment, the company's
rating is supported by its liquidity profile. Visteon's SGL-3
Speculative Grade Liquidity Rating represents adequate liquidity
over the next 12 months. Cash at March 31, 2008 was US$1.6
billion with about 85% of this cash located in North America.
Negative free cash flow is expected in 2008 while Visteon
executes it restructuring program, but Moody's expects the
company's cash balances to be sufficient to cover the expected
free cash flow burn over the next twelve months. Visteon had
approximately, US$177 million available under its US$350 million
ABL revolver, after LC usage. In addition the company maintained
US$162 million of availability under its European
Securitization.  A fixed charge coverage covenant becomes
effective when availability under the revolving credit facility
falls below US$75 million, which is not expected. The rating
also reflects a limited scope to develop incremental alternative
liquidity arrangements given the extent of assets pledged.

The negative outlook incorporates Moody's current view of the
challenges facing Visteon in its North American markets,
including expected lower vehicle production rates, continued
market share erosion of its largest OEM customer, and the need
to fully execute a major restructuring program. Ford's recent
announcement of production declines for 2008 in North America
further exemplifies these pressures. However, partially
mitigating the impact of Ford's production decline is Visteon's
improving customer mix away from Ford North America and ongoing
restructuring efforts.  For the LTM period ending March 31,
2008, Visteon's debt/EBITDA (including Moody's standard
adjustments) approximated 5.6x. EBIT/interest coverage was
approximately 0.6x, while EBITDA/Interest was approximately
2.3x. Visteon's performance is expected to remain at these
levels over the near term, until the full effect of the
restructuring initiatives take effect. Positive free cash flow
is not expected until 2009.

Ratings Assigned:

   -- US$210 million proposed new senior unsecured notes --
      privately place without registration rights, (P)Caa1
      (LGD4, 66%);

A prospective rating has been assigned pending confirmation of
the final terms of the exchange transaction.  If the transaction
is completed in accordance with the currently proposed terms,
the rating will be affirmed and the prospective designation
removed.

Ratings affirmed:

Visteon Corporation

   -- Corporate Family Rating, B3

   -- Probability of default, B3

   -- Secured bank term loan, Ba3 (LGD2, 19%);

   -- Existing Unsecured notes, Caa2 (LGD6, 94%);

   -- Shelf filings for unsecured, subordinated, and preferred,
     (P)Caa2 (LGD6, 94%), (P)Caa2 (LGD6, 97%), and (P)Caa2
     (LGD6, 97%),respectively;

   -- Speculative Grade Liquidity rating, SGL-3

Visteon Capital Trust I

   -- Shelf filing trust preferred, (P)Caa2 (LGD6, 97%)

The last rating action was on March 26, 2007 at which time the
outlook was changed to negative.

Visteon's US$350 million revolving credit facility is not rated
by Moody's.

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.  Annual product revenues were
US$11.3 billion in 2007.



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

JETBLUE AIRWAYS: JPMorgan Analyst Expects Airline Bankruptcies
--------------------------------------------------------------
Christopher Hinton at MarketWatch reports that Jamie Baker, an
analyst at J.P. Morgan, on Monday said U.S. airline industry
stands to post a collective US$7,200,000,000 in operating losses
in 2008.  The results would be wider than an initial forecast of
US$4,600,000,000 loss, the analyst said.

According to MarketWatch, Mr. Baker, in his research note, said
though investors, management and analysts may talk about
airlines acting collectively to reduce capacity to firm up
revenue, the reality is that they are more likely to dig in and
try to outlast each other.

MarketWatch relates the JPMorgan analyst noted that capacity
cuts have falled far short of what executives have said are
necessary.  Mr. Baker, MarketWatch says, indicated that another
round of airline bankruptcy -- even among the legacy carriers --
is a question of when rather than if.

According to the report, Mr. Baker said U.S. Airways has the
highest risk of bankruptcy, followed by Northwest Airlines,
United Air Lines' parent UAL Corp., AMR Corp., JetBlue,
Continental Airlines, AirTran, Delta Air Lines, Alaska Air Lines
and Southwest Airlines.

Mr. Baker, the report adds, said credit card companies could
pose more significant risk to airlines than debt.  He explained
the credit card companies could impose unilateral holdbacks,
which will toll on a carrier's liquidity and cash balances.

Bloomberg News on Wednesday reported that analysts at Soleil
Securities Corp. say there's a potential Chapter 11 filing by
AMR by 2009, and UAL some time after that.

                            In the Red

Except for Southwest, the major U.S. Airlines posted net losses
for the period ended March 31, 2008:

                             Net Income for Period Ended
                         -----------------------------------
                        March 31, 2008         March 31, 2007
                        --------------         --------------
   US Airways          (US$236,000,000)         US$66,000,000
   Northwest         (US$4,139,000,000)       (US$292,000,000)
   UAL                 (US$537,000,000)       (US$152,000,000)
   AMR                 (US$328,000,000)         US$81,000,000
   JetBlue               (US$8,000,000)        (US$22,000,000)
   Continental          (US$80,000,000)         US$22,000,000
   AirTran              (US$34,813,000)          US$2,158,000
   Delta             (US$6,261,000,000)        US$155,000,000
   Alaska Air           (US$24,000,000)         (US$3,700,000)
   Southwest             US$34,000,000          US$93,000,000

                        Balance Sheet at March 31, 2008
                      -----------------------------------
                      Total Assets            Total Debts   
                      ------------            -----------
   US Airways       US$8,013,000,000         US$6,435,000,000
   Northwest       US$21,032,000,000        US$17,746,000,000
   UAL             US$23,813,000,000        US$21,647,000,000
   AMR             US$28,766,000,000        US$26,277,000,000
   JetBlue          US$6,050,000,000         US$4,721,000,000
   Continental     US$12,542,000,000        US$11,071,000,000
   AirTran          US$2,198,009,000         US$1,783,470,000
   Delta           US$26,755,000,000        US$22,804,000,000
   Alaska Air       US$4,379,800,000         US$3,520,600,000
   Southwest       US$18,031,000,000        US$10,846,000,000

On April 14, Northwest announced an agreement to merge with
Delta.

United and US Airways are also in talks for a possible merger.  
Continental was initially eyed as a top merger partner for
United.

Small and medium-sized carriers have tumbled one after the other
into bankruptcy.  Aloha Airlines commenced bankruptcy
proceedings in Hawaii in March and later ceased operations.  ATA
Airlines Inc. ceased operations and filed for chapter 11
protection on April 2, and Skybus Airlines Inc. tumbled into
bankruptcy on April 5.  Frontier Airlines went belly up and
filed for chapter 11 on April 14.  EOS Airlines filed a chapter
11 petition on April 26.

                      About JetBlue Airways
      
Based in Forest Hills, New York, JetBlue Airways Corporation
(Nasdaq: JBLU) -- http://www.jetblue.com/-- is a passenger
airline that provides customer service primarily on point-to-
point routes.  As of Dec. 31, 2007, the company served 53
destinations in 21 states, Puerto Rico, Mexico and the
Caribbean.

At Dec. 31, 2007, the company's consolidated balance sheeet
showed US$5.598 billion in total assets, US$4.562 billion in
total liabilities, and US$1.036 billion in total stockholders'
equity.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 22, 2008, Moody's Investors Service downgraded the corporate
family rating of JetBlue Airways Corporation to Caa1 from B3,
well as the ratings of its outstanding corporate debt
instruments and selected classes of JetBlue's Enhanced Equipment
Trust Certificates.  Moody's said The rating outlook is
negative.



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

NORTHWEST AIRLINES: Analyst Expects Airline Bankruptcies
--------------------------------------------------------
Christopher Hinton at MarketWatch reports that Jamie Baker, an
analyst at J.P. Morgan, on Monday said U.S. airline industry
stands to post a collective US$7,200,000,000 in operating losses
in 2008.  The results would be wider than an initial forecast of
US$4,600,000,000 loss, the analyst said.

According to MarketWatch, Mr. Baker, in his research note, said
though investors, management and analysts may talk about
airlines acting collectively to reduce capacity to firm up
revenue, the reality is that they are more likely to dig in and
try to outlast each other.

MarketWatch relates the JPMorgan analyst noted that capacity
cuts have falled far short of what executives have said are
necessary.  Mr. Baker, MarketWatch says, indicated that another
round of airline bankruptcy -- even among the legacy carriers --
is a question of when rather than if.

According to the report, Mr. Baker said U.S. Airways has the
highest risk of bankruptcy, followed by Northwest Airlines,
United Air Lines' parent UAL Corp., AMR Corp., JetBlue,
Continental Airlines, AirTran, Delta Air Lines, Alaska Air Lines
and Southwest Airlines.

Mr. Baker, the report adds, said credit card companies could
pose more significant risk to airlines than debt.  He explained
the credit card companies could impose unilateral holdbacks,
which will toll on a carrier's liquidity and cash balances.

Bloomberg News on Wednesday reported that analysts at Soleil
Securities Corp. say there's a potential Chapter 11 filing by
AMR by 2009, and UAL some time after that.

                            In the Red

Except for Southwest, the major U.S. Airlines posted net losses
for the period ended March 31, 2008:

                             Net Income for Period Ended
                         -----------------------------------
                        March 31, 2008         March 31, 2007
                        --------------         --------------
   US Airways          (US$236,000,000)         US$66,000,000
   Northwest         (US$4,139,000,000)       (US$292,000,000)
   UAL                 (US$537,000,000)       (US$152,000,000)
   AMR                 (US$328,000,000)         US$81,000,000
   JetBlue               (US$8,000,000)        (US$22,000,000)
   Continental          (US$80,000,000)         US$22,000,000
   AirTran              (US$34,813,000)          US$2,158,000
   Delta             (US$6,261,000,000)        US$155,000,000
   Alaska Air           (US$24,000,000)         (US$3,700,000)
   Southwest             US$34,000,000          US$93,000,000

                        Balance Sheet at March 31, 2008
                      -----------------------------------
                      Total Assets            Total Debts   
                      ------------            -----------
   US Airways       US$8,013,000,000         US$6,435,000,000
   Northwest       US$21,032,000,000        US$17,746,000,000
   UAL             US$23,813,000,000        US$21,647,000,000
   AMR             US$28,766,000,000        US$26,277,000,000
   JetBlue          US$6,050,000,000         US$4,721,000,000
   Continental     US$12,542,000,000        US$11,071,000,000
   AirTran          US$2,198,009,000         US$1,783,470,000
   Delta           US$26,755,000,000        US$22,804,000,000
   Alaska Air       US$4,379,800,000         US$3,520,600,000
   Southwest       US$18,031,000,000        US$10,846,000,000

On April 14, Northwest announced an agreement to merge with
Delta.

United and US Airways are also in talks for a possible merger.  
Continental was initially eyed as a top merger partner for
United.

Small and medium-sized carriers have tumbled one after the other
into bankruptcy.  Aloha Airlines commenced bankruptcy
proceedings in Hawaii in March and later ceased operations.  ATA
Airlines Inc. ceased operations and filed for chapter 11
protection on April 2, and Skybus Airlines Inc. tumbled into
bankruptcy on April 5.  Frontier Airlines went belly up and
filed for chapter 11 on
April 14.  EOS Airlines filed a chapter 11 petition on April 26.

                     About Northwest Airlines

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

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

When the Debtors filed for bankruptcy, they listed US$14.4
billion in total assets and US$17.9 billion in total debts.  On
Jan. 12, 2007 the Debtors filed with the Court their Chapter 11
Plan.  On Feb. 15, 2007, they Debtors filed an Amended Plan &
Disclosure Statement.  The Court approved the adequacy of the
Debtors' Disclosure Statement on March 26, 2007.  On May 21,
2007, the Court confirmed the Debtors' Plan.  The Plan took
effect May 31, 2007.  (Northwest Airlines Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

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

Standard & Poor's Ratings Services also placed its ratings,
including the 'B+' long-term corporate credit rating, on
Northwest Airlines Corp. on CreditWatch with negative
implications.



* BOND PRICING: For the Week May 19 - May 23, 2008
--------------------------------------------------

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

   ARGENTINA
   ---------
Alto Palermo SA          7.875     5/11/17     USD      72.42
Argnt-Bocon PR11         2.000     12/3/10     ARS      55.62
Argnt-Bocon PR13         2.000     3/15/24     ARS      53.89
Arg Boden                2.000     9/30/08     ARS      15.41
Arg Boden                7.000     10/3/15     USD      73.00
Bonar X                  7.000     4/17/17     USD      71.13
Argent-EURDIS            7.820    12/31/33     EUR      70.14
Argent-Par               0.630    12/31/38     ARS      32.75
Banco Macro SA           9.750    12/18/36     USD      73.81
Buenos Aire Prov         9.375     9/14/18     USD      73.51
Buenos Aire Prov         9.625     4/18/28     USD      71.31

   BERMUDA
   -------
XL Capital Ltd           6.500    12/31/49     USD      72.50

   BRAZIL
   ------
CESP                     9.750     1/15/15     BRL      65.96

   CAYMAN ISLANDS
   --------------
Shinsei Fin Caym         6.418     1/29/49     USD      66.85
Shinsei Fin Caym         6.418     1/29/49     USD      70.51
Shinsei Finance          7.160     7/29/49     USD      66.10

   JAMAICA
   -------
Jamaica Govt LRS         7.500     10/6/12     JMD      72.74
Jamaica Govt LRS        12.750     6/29/22     JMD      74.56

   PERU
   ----
Republic of Peru         8.735      5/3/16     USD      21.25

   PUERTO RICO
   -----------
Puerto Rico Cons.        5.900     4/15/34     USD      45.00
Puerto Rico Cons.        6.000    12/15/34     USD      34.25
Puerto Rico Cons.        6.300     11/1/33     USD      47.00

   VENEZUELA
   ---------
Petroleos de Ven         5.250     4/12/17     USD      65.62
Petroleos de Ven         5.375     4/12/27     USD      55.50
Petroleos de Ven         5.500     4/12/37     USD      54.25
Venezuela                6.000     12/9/20     USD      67.50
Venezuela                7.000     3/31/38     USD      68.75


                            ***********


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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
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Information contained herein is obtained from sources believed
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members of the same firm for the term of the initial
subscription or balance thereof are US$25 each.  For
subscription information, contact Christopher Beard at
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           * * * End of Transmission * * *